TCR_Public/050217.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, February 17, 2005, Vol. 9, No. 40

                          Headlines

ACE SECURITIES: Moody's Rates $25.4MM Class B-1 Certs. at Ba2
ADVANCED MEDICAL: Expects to Complete VISX Merger in 2nd Quarter
AERO PLASTICS: Files Schedules of Assets & Liabilities in Georgia
AIR CANADA: Transportation Agency Wants Sanction Order Clarified
ALLIANCE LAUNDRY: Launches Exchange Offer for 8-1/2% Sr. Sub. Debt

AMERICAN AIRLINES: Pilots Urge Defeat on Proposed Tax Increase
AMKOR TECHNOLOGY: Moody's Junks Subordinated Notes
ANCHOR GLASS: Inks $20 Million Revolving Loan with Madeleine
APPLIED EXTRUSION: To File Late Financial Reports by Feb. 28
ATLANTIC EXPRESS: Soliciting Consents to Amend Sr. Note Indenture

ATLANTIS PLASTICS: Moody's Junks $125MM Senior Subordinated Notes
BILTMORE GROUP: Voluntary Chapter 11 Case Summary
CAPITAL ONE: Successfully Remarkets Senior Notes Due 2007
CAPITAL TRUST: S&P Puts Low-B Ratings on $2.3 Million Certificates
CATHOLIC CHURCH: Riddell Retention by Spokane Claimants Draws Fire

CITIGROUP INC: Merger Prompts Fitch to Affirm Ratings
CLEARLY CANADIAN: Common Stock Begins Trading on CNQ Today
CROWN CASTLE: Hosting Fourth Quarter Conference Call on March 10
CSFB MORTGAGE: Moody's Junks Class I & J Certificates
DMX MUSIC: Wants to Hire Pachulski Stang as Bankruptcy Counsel

DMX MUSIC: Wants to Continue Hiring Ordinary Course Professionals
DUO DAIRY: Hires Dickensheet & Associates as Auctioneer
E*TRADE FINANCIAL: Segments Customers & Cuts Trading Commissions
ENTERPRISE PRODUCTS: S&P Rates $500 Mil. of Senior Debt at BB+
EXIDE TECH: Mellon HBV Discloses 5.8% Equity Stake

GALCHEM INCORPORATED: Case Summary & 4 Largest Unsecured Creditors
GLOBAL LEARNING: Asks Court to Set March 15 as Claims Bar Date
HAPPY KIDS: Committee Taps Chadbourne & Parke LLP as Counsel
HAYES LEMMERZ: Perry Corp. Discloses 6.47% Equity Stake
HERBALIFE LTD: IPO Prompts Moody's to Raise Sr. Unsec. Debt Rating

HOLLINGER INC: Shareholders to Discuss Ravelston Proposal on March
HOLY CROSS: Moody's Affirms B2 Rating on $21.5MM Series 1994 Bonds
INTEGRATED ELECTRICAL: Posts $17.6 Million Net Loss in 1st Quarter
INTERSTATE BAKERIES: Court Okays Hiring Hilco as Consultant
J.P. MORGAN: Moody's Puts Ba2 Rating on $1.075MM Class B-4 Certs.

LAIDLAW INT'L: Jeffrey McDougle Acquires 2,500 Common Shares
LAS VEGAS LODGING: Case Summary & 33 Largest Unsecured Creditors
LAS VEGAS SANDS: 98% of Noteholders Agree to Amend Mortgage Notes
LB-UBS COMMERCIAL: Fitch Puts Low-B Ratings on Six Classes
LIN TV: 88% of Noteholders Agree to Amend Senior Note Indenture

MASONITE INT'L: Posts $27.3 Million of Net Income in 4th Quarter
MCCANN: Wants to Settle Lawsuit Against the U.S. Govt. for $300K
MERIT SECURITIES: Fitch Downgrades Class B-3 Rating to B
MERRILL LYNCH: Fitch Maintains Junk Rating on $29M Mortgage Certs.
MERRILL LYNCH: Moody's Lifts Rating on Series 1995-C2 Certificates

MIRANT CORP: Gets Court Nod to Modify Cash Management Procedures
MULTI SECURITY: S&P Puts Low-B Ratings on Six Classes of Certs.
NORTEL NETWORKS: Has Until March 15 to File Financial Reports
OAKWOOD HOMES: High Losses Prompt Fitch to Junk 52 Classes
ORIGEN FINANCIAL: Fitch Holds Junk Ratings on Two 2001-A Classes

PEGASUS SATELLITE: Court Approves Administrative Claim Bar Date
PENTECOSTAL HOUSING: Voluntary Chapter 11 Case Summary
PHILADELPHIA'S CHURCH: Case Summary & Largest Unsecured Creditors
PLASTECH ENGINEERED: S&P Puts BB- Corp. Rating on CreditWatch Neg.
PMA CAPITAL: Posts $10.3 Million Net Loss in Fourth Quarter

QUEBECOR MEDIA: Earns $88.2 Million of Net Income in 2004
RADIANT ENERGY: Taps Brant Securities to Market Secured Debentures
RIVIERA HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $29.3 Mil.
RIVIERA HOLDINGS: Board Approves Three-for-One Stock Split
ROGERS COMMUNICATIONS: Posts $450.5M Net Loss in 4th Quarter

ROUGE INDUSTRIES: Wants Plan Filing Period Extended to June 16
SALTON INC: Third Point Demands CEO Termination ASAP
SANMINA-SCI: Moody's Puts B1 Rating on $300MM Senior Sub. Notes
SATCON TECH: Names David O'Neil as VP of Finance & Treasurer
SAXON ASSET: Moody's Reviews Ratings on 11 Certs. & May Downgrade

SBA COMMUNICATIONS: Changes Accounting for Ground Leases
SOLUTIA INC: Cuts Rent on Ashley Warehouse Lease by $540,000
STELCO INC: Board Will Review Bids This Friday
TELCORDIA TECHNOLOGIES: S&P Puts B+ Corp. Credit Rating to Stable
TIMBERLAND LOGGING: Case Summary & 20 Largest Unsecured Creditors

TOWER AUTOMOTIVE: Bankruptcy Prompts Moody's to Withdraw Ratings
US AIRWAYS: Court Denies Pegasus' Request for Adequate Protection
US HOTEL CORP: Case Summary & 20 Largest Unsecured Creditors
VALOR COMMS: Appoints Six New Directors to Board
VEO: List of its 20 Largest Unsecured Creditors

VERITAS FINANCIAL: Case Summary & 9 Largest Unsecured Creditors
W.R. GRACE: Asks Court to Approve New CEO Employment Agreement
X10 WIRELESS: Confirmation Hearing Scheduled for March 16
YUKOS OIL: Plan of Reorganization's Overview & Summary

* Morrison & Foerster Names Larren Nachelsky as Managing Director
* Dennis Stout Joins Alvarez & Marsal as Senior Director
* Michael Sullivent Joins Alvarez & Marsal's Dispute Analysis

                          *********

ACE SECURITIES: Moody's Rates $25.4MM Class B-1 Certs. at Ba2
-------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates issued by ACE Securities Corp.  Home Equity Loan
Trust, Series 2005-HE1, and ratings ranging from Aa1 to Baa3 to
the subordinate certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans originated by Fremont Investment & Loan
(79.81%), Ownit Mortgage Solutions, Inc. (6.33%), and other
originators (13.86%).  The ratings are based primarily on the
credit quality of the loans and on the credit enhancement in the
transaction.  Credit enhancement includes overcollateralization,
subordination, and excess spread.  The credit quality of the loan
pool is in line with the average loan pool backing recent subprime
securitizations.

The loans are being serviced by Ocwen Federal Bank FSB and Saxon
Mortgage Services, Inc. with Wells Fargo Bank, National
Association as the master servicer.  Moody's has assigned its top
servicer quality rating (SQ1) to Wells Fargo as a primary servicer
of subprime loans.

The Complete rating actions are:

   * Ace Securities Corp. Home Equity Loan Trust, Series 2005-He1

   * Asset Backed Pass-Through Certificates

   * $729,291,000 Class A-1A Adjustable Rate Certificates rated,
     Aaa

   * $182,323,000 Class A-1B Adjustable Rate Certificates rated,
     Aaa

   * $185,769,000 Class A-2A Adjustable Rate Certificates rated,
     Aaa

   * $60,016,000 Class A-2B Adjustable Rate Certificates rated,
     Aaa

   * $47,430,000 Class A-2C Adjustable Rate Certificates rated,
     Aaa

   * $58,509,000 Class M-1 Adjustable Rate Certificates rated, Aa1

   * $49,271,000 Class M-2 Adjustable Rate Certificates rated, Aa2

   * $30,024,000 Class M-3 Adjustable Rate Certificates rated, Aa3

   * $29,255,000 Class M-4 Adjustable Rate Certificates rated, A1

   * $36,953,000 Class M-5 Adjustable Rate Certificates rated, A2

   * $20,016,000 Class M-6 Adjustable Rate Certificates rated, A3

   * $15,397,000 Class M-7 Adjustable Rate Certificates rated,
     Baa1

   * $19,246,000 Class M-8 Adjustable Rate Certificates rated,
     Baa2

   * $18,477,000 Class M-9 Adjustable Rate Certificates rated,
     Baa3

   * $25,405,000 Class B-1 Adjustable Rate Certificates rated, Ba2


ADVANCED MEDICAL: Expects to Complete VISX Merger in 2nd Quarter
----------------------------------------------------------------
Advanced Medical Optics, Inc. (NYSE: AVO) and VISX, Incorporated
(NYSE: EYE) now expect to complete their proposed merger during
the second quarter of 2005.  Earlier the companies had indicated
they were working to complete the merger during the first quarter
of 2005.  The companies are awaiting the completion of their
respective year-end audited financial statements, which are now
required to be included in their joint proxy statement/prospectus
under applicable securities laws, prior to scheduling their
respective stockholder meetings and mailing the joint proxy
statement/prospectus to their stockholders.

                           About VISX

VISX -- http://www.visx.com/-- is a worldwide market leader in
the design, manufacture, and sale of laser vision correction
systems. The Company was founded in 1988 and received FDA approval
for its first laser vision correction product in 1996. VISX holds
over 200 patents worldwide and has licensed its technology to
Alcon, Bausch & Lomb, LaserSight, Nidek, Schwind, Zeiss-Meditec,
and WaveLight Technologies.

                        About the Company

Advanced Medical Optics, Inc., is a global leader in the
development, manufacturing and marketing of ophthalmic surgical
and eye care products.  The company focuses on developing a broad
suite of innovative technologies and devices to address a wide
range of eye disorders.  The company has operations in about 20
countries and markets products in approximately 60 countries. For
more information, visit the company's Web site at http://www.amo-inc.com/

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Ratings Services placed Advanced Medical Optics
Inc.'s (AMO) 'BB-' senior secured debt ratings on CreditWatch with
positive implications; the company's 'BB-' corporate credit rating
and stable outlook are affirmed.

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

A Jan. 7, 2005, amendment increased AMO's existing bank facilities
by $200 million to facilitate the acquisition of VISX Inc.  The
increase in debt is more than offset by the additional security
that will be obtained for lenders as a result of the acquisition;
VISX has no encumbered assets, S&P observed.


AERO PLASTICS: Files Schedules of Assets & Liabilities in Georgia
-----------------------------------------------------------------
Aero Plastics, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Northern District
of Georgia, Atlanta Division, disclosing:

  Name of Schedule         Assets              Liabilities
  ----------------         ------              -----------
A. Real Property
B. Personal Property     $26,165,499
C. Property Claimed
   As Exempt
D. Creditors Holding                           $19,196,083
   Secured Claims
E. Creditors Holding                               127,791
   Unsecured Priority
   Claims
F. Creditors Holding                            12,320,068
   Unsecured Nonpriority
   Claims
                        -----------            -----------
   Total                $26,165,499            $31,643,944


Headquartered in Leominster, Massachusetts, Aero Plastics, Inc. --
http://www.aeroplastics.com/-- manufactures household products.
The Company filed for chapter 11 protection on Jan. 6, 2005
(Bankr. N.D. Ga. Case No. 05-60451).  J. Michael Lamberth, Esq.,
at Lamberth, Cifelli, Stokes & Stout, PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts between $10
million and $50 million.


AIR CANADA: Transportation Agency Wants Sanction Order Clarified
----------------------------------------------------------------
The Canadian Transportation Agency asks the Ontario Superior Court
of Justice (Commercial List) to confirm that the Order approving
Air Canada's Plan of Reorganization, Compromise and Arrangement
does not extinguish applications pursuant to the Canada
Transportation Act, S.C. 1996, c. 10 and Regulations thereto, that
are currently before the Agency.

The applications relate to events arising before the
April 1, 2003, Petition Date and require Air Canada to cooperate
with any ongoing investigations or comply with any decisions
rendered by the Agency on or before the Petition Date.

The CTA also asks Mr. Justice Farley to declare that the Sanction
Order does not extinguish enforcement action or appeal proceedings
relating to the prepetition applications.

The CTA is an independent quasi-judicial administrative tribunal,
which reports to the Parliament of Canada through the Minister of
Transport.  In addition to being the economic regulator of the
federal transportation network, the CTA has human rights mandate
under Part V of the Canada Transportation Act.

Specifically, the CTA is responsible for processing matters that
come under the jurisdiction of the Act and other related
legislation, as they affect rail, air and marine activities within
federal jurisdiction.  With respect to the regulation of air
carriers, the CTA's regulatory duties include but are not limited
to:

    -- investigating complaints regarding domestic fares and
       cargo rates on non-competitive routes;

    -- ensuring that air carriers provide appropriate
       notification before reducing or discontinuing domestic air
       services;

    -- negotiating, administering and implementing numerous
       bilateral air transport agreements between Canada and
       other countries;

    -- ensuring that air services, both foreign and domestic, are
       properly insured;

    -- ensuring compliance with international obligations;

    -- resolving complaints by passengers against airlines and
       airlines against other airlines;

    -- assuring access to air travel for persons with
       disabilities and investigating complaints of undue
       obstacles to the mobility of persons with disabilities and
       ensuring the undue obstacles are removed from federal
       transportation services and facilities;

    -- protecting the interests of consumers and carriers by
       ensuring that air carriers operating to, from, and within
       Canada meet certain minimum economic requirements;

    -- administering an air carrier licensing system,
       international air agreements, and domestic and
       international air tariffs; and

    -- protecting consumer interests through an air travel
       complaints program.

                     CCAA Stay of Regulators

During the restructuring, Air Canada took the position that, to
successfully restructure, it needed the CCAA Court to stay the CTA
from taking any action which could affect the carrier's rights or
require Air Canada to invest any sums of money in respect of
complaints about its failure to comply with the Transportation Act
and associated regulations, including actions respecting:

   1.  complaints about the accessibility of transportation
       services including allergy and oxygen related complaints;

   2.  complaints concerning Air Canada's tariffs or its failure
       to comply with tariffs;

   3.  pricing complaints; and

   4.  complaints to the Office of the Air Travel Complaints
       Commissioner against Air Canada and its subsidiaries.

The Attorney General of Canada, on behalf of the CTA and other
federal regulators, the Privacy Commissioner, and the Commissioner
of Official Languages had challenged the jurisdiction of the CCAA
Court to stay regulatory activity.  In July 2003, the Court held
that the CCAA authorized or alternatively, that the Court had
inherent jurisdiction to grant a "temporal," procedural stay of
regulatory activity, proceedings and enforcement.  The stay of
regulators was granted based on Air Canada's evidence that
continuing to have to deal with regulatory matters beyond the
"four pillars" of health, safety, security, and airworthiness,
would "seriously impair" its ability to deal with its business and
its restructuring activities on an ongoing basis.

Nevertheless, regulators were authorized by the CCAA Court to
enforce any regulatory order or equivalent, on "objective,
justifiable grounds," in relation to the "four pillars."  The
Court suggested that Air Canada and the regulators reach an
arrangement whereby they could co-exist -- modus vivendi -- during
the stay period.

After emerging from Court protection, Air Canada has taken the
position that CTA applications relating to events arising before
the Petition Date have been extinguished by the Sanction Order.

                Pending Issues Against Air Canada

Gavin Currie, Director General of the Air and Accessible
Transportation Branch of the CTA, reports that there are currently
some 114 applications against Air Canada relating to events
arising before April 1, 2003, being handled by the CTA:

    75 Part V applications -- accessible transportation; and

    39 Part II applications -- refusal to transport, pricing,
       tariff and consumer complaints.

Despite the Court's direction, Air Canada was not prepared to
achieve a modus vivendi to address those regulatory matters during
the restructuring.

                 Accessible Transportation Files

Part V of the Transportation Act provides the CTA with the
legislative mandate to eliminate undue obstacles to the mobility
of persons with disabilities from the federal transportation
network by two means: regulation promulgation (section 170) and
complaint adjudication (section 172).  Where the CTA determines,
upon consideration of a complaint, that there is an undue
obstacle, it has the power to require the taking of corrective
measures and, where appropriate, direct the payment of
compensation for any expense incurred by the person arising out of
the undue obstacle.

The CTA may make regulations or, on application, inquire into a
matter in relation to which a regulation could be made under
subsection 170(1), regardless of whether a regulation has been
made, to determine whether there is an undue obstacle to the
mobility of persons with disabilities with respect to:

   (a) the design, construction or modification of, and the
       posting of signs on, in or around, means of transportation
       and related facilities and premises, including equipment
       used in them;

   (b) the training of personnel employed at or in those
       facilities or premises or by carriers;

   (c) tariffs, rates, fares, charges and terms and conditions of
       carriage applicable in respect of the transportation of
       persons with disabilities or incidental services; and

   (d) the communication of information to persons with
       disabilities.

Mr. Currie relates that majority of the applications received
under Part V of the Act do not request compensation for expenses
incurred.  The types of corrective measures ordered include:

     * repair or replacement of lost or damaged mobility aids;

     * purchase of equipment to assist persons with disabilities;

     * training of personnel;

     * amendment of tariffs;

     * development of policies and procedures in relation to
       persons with disabilities; and

     * issuance of bulletins to transportation service provider
       staff to advise them of findings of the CTA.

The 75 accessible transportation files that Air Canada argues are
extinguished by the Sanction Order can be broken down as:

    54 active investigations;

    20 follow-up investigations to determine Air Canada's
       compliance with outstanding orders for corrective
       measures contained in CTA decisions; and

     1 appeal of a CTA decision before the Federal Court of
       Appeal.

"A great deal of time, resources and money had been invested both
by Applicants and the CTA in many of the 75 accessible
transportation files that [Air Canada] now considers
'extinguished' by the Sanction Order," Mr. Currie tells Mr.
Justice Farley.

As of December 23, 2004, the CTA had determined that the issues
raised in 27 of the 54 active applications warranted public
hearings.

           Pricing, Consumer, Refusal to Transport, and
                     other Tariff Complaints

In the area of air transportation, Part II of the Transportation
Act, in conjunction with the Air Transport Regulations, provides
the CTA with the power to regulate the economic aspects of both
domestic and international air services.

Pursuant to the regulatory scheme established by the Act, the ATR
and the various international air transport agreements and
arrangements to which Canada is a party, air carriers operating
air services to, from or within Canada must:

    -- publish tariffs, which are schedules of fares, rates,
       charges and terms and conditions of carriage and other
       incidental services applicable to the provision of an air
       service;

    -- make their tariffs available to the public on request; and

    -- apply the provisions of their published and effective
       tariffs.

The CTA reviews and analyzes tariffs applicable to the operation
of international air services when they are filed or revised to
ensure that they are consistent with Canadian law, government
policy, and the applicable international air transport agreements
and arrangements.  The CTA also investigates complaints in respect
of allegations that air carriers are not respecting their tariffs
and air carriers' terms and conditions of carriage are unclear,
unjust, unreasonable or unduly discriminatory.

The CTA investigates complaints in respect of allegations that the
passenger fares or cargo rates published or offered on routes
within Canada served only by one carrier and its affiliates are
unreasonable or that the range of fares or rates offered on those
routes are inadequate -- section 66 of the Act.

The office of the Air Travel Complaints Commissioner, which is
part of the CTA, reviews and attempts to resolve a broad range of
air travel complaints filed against an air carrier where the
complainant and the carrier have not been able to reach 1a
satisfactory agreement.  By the use of alternative dispute
resolution mechanisms, the Office attempts to affect a resolution
that is fair and equitable and that is consistent with the
carriers' legal responsibilities as established by international
agreements and Canadian Law.  The majority of complaints received
by the Office deal with those issues as the quality of service
provided by air carriers, baggage handling, and flight schedules.

According to Mr. Currie, the CTA presently has 39 applications
affected by Air Canada's interpretation of the effect of the
Sanction Order, consisting of:

     2 applications related to Air Canada's refusal to transport
       passengers;

     2 domestic airline pricing complaints under section 66 of
       the Act;

     2 tariff complaints; and

    33 air travel consumer complaints.

               Effect of Air Canada's Restructuring
                   on CTA's Regulatory Activity

Mr. Currie tells the Court that CTA regulatory activity under the
Transportation Act resumed business as usual, after Oct. 1, 2004:

   1.  With the participation of Air Canada, a scheduling order
       was obtained from the Federal Court of Appeal regarding
       the pending Appeal of a CTA decision;

   2.  Decisions were issued under Part V, five of which
       contained findings of undue obstacles and four of which
       contained orders for corrective measures.  Air Canada has
       been actively complying with those orders; and

   3.  Follow-up investigations and active applications
       investigations were recommenced with Air Canada complying
       with all requests or orders for production for information
       or materials.

The CTA decided to treat as "extinguished":

     1 refusal to transport a passenger complaint;

    88 air travel consumer complaints; and

     1 tariff investigation,

based on the CTA's belief that those particular applications fell
into the definition of "affected unsecured creditor" claims.

Requests for compensation under section 172(3) of the Act were
also considered extinguished.

According to Mr. Currie, Air Canada first took the position that
the Sanction Order was not limited to extinguishing only financial
compensation claims but rather extinguished Part V applications in
their entirety in December 2004.  Louise Helene Senecal, counsel
for Air Canada, articulated the airline's position that all Part V
Applications were extinguished, in their entirety, by the Sanction
Order in a January 6, 2005 letter to Liz Barker, counsel for the
CTA.  On January 19, 2005, Air Canada sent a further letter
asserting that the Sanction Order also extinguished applications
for non-financial relief to affected Part II applications.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand. (Air Canada Bankruptcy News, Issue
No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIANCE LAUNDRY: Launches Exchange Offer for 8-1/2% Sr. Sub. Debt
------------------------------------------------------------------
Alliance Laundry Systems LLC, a Delaware limited liability company
and Alliance Laundry Corporation, a Delaware Corporation disclosed
that the Issuers commenced, on Feb. 15, 2005, an offer to exchange
their 8-1/2% Senior Subordinated Notes due 2013 which are
registered under the Securities Act of 1933, for any and all of
their outstanding 8-1/2% Senior Subordinated Notes due 2013, which
were not registered under the Securities Act.

The offer will expire on March 16, 2005, at 5:00 P.M., New York
City time, unless extended by the Issuers.

The Old Notes may not be offered or sold except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the applicable
state securities laws.  This press release shall not constitute an
offer to sell or solicitation of an offer to buy nor shall there
be any sale of the Old Notes or the New Notes in any state in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

                        About the Company

Alliance Laundry Systems LLC -- http://www.comlaundry.com/--  
headquartered in Ripon, Wisconsin, is a leading North American
manufacturer of commercial laundry products and provider of
services for laundromats, multi-housing laundries and on-premise
laundries. The Company offers a full line of washers and dryers
for light commercial use as well as large frontloading washers,
heavy duty tumbler dryers, and presses and finishing equipment for
heavy commercial use. The company's products are sold under the
well-known brand names Speed Queen(R), UniMac(R), Huebsch(R), and
Ajax(R).

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Moody's Investors Service assigned a B3 rating to Alliance Laundry
Systems LLC's proposed guaranteed senior subordinated notes (the
notes will be co-issued by Alliance Laundry Corporation) and a
B1 rating to Alliance Laundry Systems LLC's proposed senior
secured revolving credit facility and senior secured term loan.

Additionally, Moody's assigned a B1 senior implied rating to
Alliance Laundry Systems LLC and withdrew the B2 senior implied
rating of Alliance Laundry Holdings, Inc.

In May 2004, Moody's downgraded the company's senior implied
rating to B2 from B1, reflecting the concern that the issuance of
income deposit securities -- IDS -- securities would significantly
elevate Alliance's risk profile.  Alliance recently withdrew its
registration statement for the IDS.  The restoration of the B1
senior implied rating reflects Moody's expectation that the
company's liquidity profile under the proposed capital structure
will be much stronger than under the IDS structure.  The ratings
are also supported by the company's strong market position within
the commercial laundry market as well as the relative stability of
its cash flows.  Nevertheless, the ratings also recognize:

   (1) the significant increase in debt that will result from
       Teachers' Private Capital's, the private equity arm of the
       Ontario Teachers' Pension Plan, purchase of Alliance from
       Bain Capital and minority shareholders for $450 million
       (implying an LTM EBITDA multiple of approximately 8.0
       times); and

   (2) Alliance's high pro forma leverage with adjusted debt to
       EBITDA of 6.8 times for the LTM ended September 30, 2004,
       (debt includes the new financing, securitized receivables
       and the overcollateralization of securitized finance
       receivables while EBITDA excludes non-recurring expenses
       associated with the IDS issuance).

Although Moody's acknowledges that the company's pro forma credit
metrics are weak for the B1 rating category, the ratings are
predicated on our expectation that the company will continue to
generate positive free cash flow that will be applied to debt
reduction.  The rating outlook is stable.

The stable outlook reflects Moody's expectation that Alliance will
generate no less than $20 million of free cash flow (FCF - cash
from operations less capital expenditures) on an annual basis and
that the company's adjusted leverage will decline below 6.0 times
within the next 12 to 18 months.  Conversely, Alliance's ratings
would come under downward pressure should operating performance
deteriorate or rising input costs increase adjusted leverage
beyond 7.0 times or annual FCF fall below $20 million.

These summarizes the ratings activity:

Ratings assigned:

   * $150 million guaranteed senior subordinated notes, due 2013
     -- B3

   * $50 million guaranteed senior secured revolver, due 2011
     -- B1

   * $200 million guaranteed senior secured term loan B, due 2012
     -- B1

   * Senior implied rating -- B1

   * Senior unsecured issuer rating -- B2

Ratings to be withdrawn:

   * $110 million senior subordinated notes, due 2008 -- B3
   * $45 million senior secured revolver, due 2007 -- B1
   * $136 million senior secured term loan, due 2007 -- B1

Alliance's ratings reflect:

   (1) its leading market position with 39% of the North American
       stand-alone commercial laundry equipment market serving
       laundromats, on-premises laundry, and multi-housing
       sectors, and


   (2) its entrenched relationships with distributors and route
       operators.


AMERICAN AIRLINES: Pilots Urge Defeat on Proposed Tax Increase
--------------------------------------------------------------
The Allied Pilots Association, collective bargaining agent for the
13,500 pilots of American Airlines (NYSE:AMR), expressed its
concern over a proposed doubling of aviation security taxes and
urged Congress to reject the proposal.

"Aviation security is a matter of national defense and should be
funded accordingly," said Captain Ralph J. Hunter, APA President.
"Given the precarious financial condition of our nation's
airlines, the last thing they need is yet another expense."

Capt. Hunter noted that in today's hyper-competitive airline
industry, the nation's carriers have been unable to raise ticket
prices, which means the airlines would be forced to absorb the
$1.5 billion in new taxes contained in the White House proposal.

"When our pilots agreed to $660 million in annual concessions to
help American Airlines avoid bankruptcy two years ago, they did
not envision a significant portion of that investment going toward
new taxes," he said.  "Right now more than one quarter of the cost
of a $200 airline ticket is made up of taxes and fees, making air
travel more heavily taxed than cigarettes or alcoholic beverages.
Adding yet more taxes to this already burdensome level of taxation
on an industry vital to our nation's economic well being makes no
sense whatsoever.

"We therefore urge Congress to reject this anti-airline proposal.
Otherwise, airline employees are the ones who will continue to
bear the brunt through even more job losses and further downward
pressure on wages and benefits.  With almost 2,800 of our own
pilots on furlough and with those remaining having experienced
significant reductions in compensation, we have already paid a
very heavy price for the sustained industry downturn," said Capt.
Hunter.

"We also encourage the Bush Administration to be more cautious in
proposing new taxes on an industry that already pays a
disproportionate share to the federal government."

Founded in 1963, APA is headquartered in Fort Worth, Texas.  There
are currently 2,777 American Airlines pilots on furlough.  The
furloughs began shortly after the September 11, 2001 attacks.
Also, several hundred American Airlines pilots are on full-time
military leave of absence serving in the armed forces.  The
union's Web site address is http://www.alliedpilots.org/

                        About the Company

American Airlines is the world's largest carrier. American,
American Eagle and the AmericanConnection regional carriers serve
more than 250 cities in over 40 countries with more than 3,800
daily flights. The combined network fleet numbers more than 1,000
aircraft. American's award- winning Web site, AA.com, provides
users with easy access to check and book fares, plus personalized
news, information and travel offers.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 1, 2004,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and its '1' recovery rating to an $850 million amended and
restated senior secured credit facility available to AMR Corp.
subsidiary American Airlines, Inc. (B-/Stable/--).


AMKOR TECHNOLOGY: Moody's Junks Subordinated Notes
--------------------------------------------------
Moody's Investors Service affirmed the ratings for Amkor
Technology, but revised the ratings outlook to negative from
stable in response to the Company's recent earnings and capital
spend guidance for Q1 2005.  The expectation for weaker than
projected sales growth, margins and profitability combined with
the planned increase in capital spend indicates that the Company
remains challenged in its execution within the highly volatile
semiconductor assembly & test industry.

This reflects the Company's ongoing difficulties in accurately
assessing near term demand, causing associated capital spend
levels and their allocation to be potentially mistimed.  As a
result, it is expected that the Company will generate weaker
operating results, continued cash flow burn and increased
liquidity strain during the next twelve months period.

The outlooks for the ratings revised to negative are.

   * Senior implied rating of B2;

   * Senior secured term loan rating of B1;

   * Senior unsecured notes rating of B3;

   * Senior unsecured issuer rating of B3; and

   * Subordinated notes rating of Caa1.

   * The speculative grade liquidity rating of SGL-2 was affirmed.

On February 8, Amkor Technology announced weaker-than-expected
first quarter guidance resulting from still poor demand
visibility.  This is expected to produce slightly weaker first
quarter seasonal performance, consisting of net sales sequentially
declining 8% to 12% despite a sub-par seasonal peak for the fourth
quarter of 2004 and the expected contribution from newly ramping
IBM assembly & test business.

Moody's believes that increased capital investment in fiscal 2004
raised the company's net sales break-even point, with resulting
sub-par utilization levels in this softened sales environment
expected to produce a near 400 basis points reduction to gross
margin for Q1 2005.  Further, EBIT to interest expense coverage is
expected to be negative for the quarter.

The change in outlook is driven by this expectation for weaker
than previously forecasted 2005 operating results, as well as the
materially increased guidance for 2005 capital investment ($150
million versus prior estimates of $100 million).  This planned 50%
increase in 2005 capital spend intensifies pre-existing concerns
about the sufficiency of the company's prior investment levels,
particularly whether these adequately positioned Amkor Technology
to meet evolving market demand.

A continuation of these negative operating trends, consisting of
sub-par sales well short of break-even utilization, resultant
strains on profitability and continued free cash flow burn could
lead to a ratings downgrade.  Conversely, the ratings could
stabilize if Amkor Technology is able to reap the top line growth
benefits from its recent, significant capital investments, with
resulting gross margins rapidly approaching the 20%+ area (16% in
Q4 2004) and free cash flow levels turning positive.

The credit ratings continue to be supported by Amkor Technology's
ability to dramatically scale back capital spend should management
change its view of demand levels; the Company's assembly and test
agreement with IBM; and the strength of its customer relationships
built on a proven ability to deliver cost effective solutions to
both the IDM and fabless communities.

Amkor Technology's SGL-2 speculative grade liquidity rating is
largely supported by the company's cash balances, which totaled
$372 million at the close of fiscal 2004.  The rating reflects
expectations that the Company will consume cash in the first two
quarters of 2005, but still be able to materially reduce capital
spend later in the year should expected demand not materialize.

Amkor Technology maintains a $30 million revolving credit
facility, which Moody's considers insufficiently sized as a
supplemental (back-up) source of liquidity.  The Company will need
to address its June 2006 maturity of $233 million of convertible
debt in coming quarters, an event that may increasingly place
downward pressure on this liquidity rating.

Amkor Technology, Inc., headquartered in West Chester,
Pennsylvania, is one of the world's largest providers of contract
semiconductor assembly and test services for integrated
semiconductor device manufacturers as well as fabless
semiconductor operators.  For the most recent FY2004, the Company
generated net sales of $1.9 billion and adjusted EBITDA of
$340 million.

Bloomberg data shows that $250,000,000 of Amkor's 5.75%
Convertible Subordinated Notes due June 1, 2006, are outstanding,
and trade at 97.5 for a 7.84% yield.


ANCHOR GLASS: Inks $20 Million Revolving Loan with Madeleine
------------------------------------------------------------
Anchor Glass Container Corporation (NASDAQ:AGCC) has entered into
a $20 million revolving credit facility with Madeleine L.L.C., an
affiliate of its largest stockholders, funds and accounts managed
by Cerberus Capital Management L.P. and its affiliates.  As
availability under the new facility is not subject to a borrowing
base, the new facility will provide the company with liquidity in
excess of that provided by the borrowing base under its
$115 million primary lending facility.  The company anticipates
that it will have approximately $22 million of availability under
its two revolving credit facilities, after the interest payment on
its $350 million senior secured notes due 2013 scheduled to be
made on Feb. 15.

The new revolving credit facility will mature on August 30, 2007,
contemporaneously with the maturity of the company's existing
revolving credit facility, and will bear interest on drawn
portions thereof at LIBOR plus 8%.  Interest on the new facility
will be payable in kind if availability under the company's
existing revolving credit facility is less than an agreed upon
threshold.  The new revolving credit facility will be secured by a
second lien on the company's inventory, receivables and general
intangibles.

                   Modifications Under Existing
               Revolving Credit Facility and Waivers

Anchor Glass has reached an agreement with its lenders under its
existing revolving credit facility to modify the fixed charge
coverage ratio under the facility for the remainder of 2005 as the
Company seeks to reduce costs and improve free cash flow
generation.  Also, the lenders have waived the Company's expected
failure to comply with its fixed charge coverage ratio covenant as
of December 31, 2004 that resulted from the company's weaker than
anticipated cash flows and operating results during the fourth
quarter.  Anchor Glass expects to announce final fourth quarter
results on March 9, 2005.  Anchor Glass has also entered into a
similar agreement and waiver with its lender under its $11.7
million capital lease arrangements.

                        Operational Review

The company is continuing the implementation of the results of its
previously announced operational review to increase asset
productivity, improve working capital efficiency, reduce capital
spending and boost free cash flow generation.  To date, the
company has implemented programs to reduce procurement costs, to
lower labor costs through its previously announced reduction in
force and through other initiatives, and to ameliorate increases
in freight costs through increasing load density.  Management is
actively pursuing other cost reduction and revenue enhancement
initiatives.

                        About the Company

Anchor Glass Container Corporation is the third largest
manufacturer of glass containers in the United States. It has
eight facilities where it produces a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Anchor Glass Container Corporation on CreditWatch
with negative implications.

"The CreditWatch placement incorporates concerns regarding the
company's limited liquidity given elevated natural gas prices (the
principal fuel for manufacturing glass), lower-than-expected sales
volume trends, and the company's disappointing operating and
financial performance trend in 2004," said Standard & Poor's
credit analyst Liley Mehta.

At Sept. 30, 2004, Anchor Glass' balance sheet showed $698 million
in assets and $90 million in shareholder equity.


APPLIED EXTRUSION: To File Late Financial Reports by Feb. 28
------------------------------------------------------------
Applied Extrusion Technologies, Inc. (OTC: AETC.PK) won't file its
Form 10-Q for the period ending Dec. 31, 2004, on time.  The
company cites the timing and associated critical demands of its
recent prepackaged Chapter 11 filing, including the evaluation of
the financial reporting implications of the Chapter 11 filing, as
the cause of the delay.  The Company anticipates that it will
complete and file its quarterly report by Feb. 28, 2005.

Additionally, the Company confirmed that the preparations for
implementing its prepackaged recapitalization plan, approved on
Jan. 24, 2005, by the U.S. Bankruptcy Court for the District of
Delaware, are proceeding on schedule and the Company anticipates
that it will emerge from chapter 11 in approximately 20 to 25
days.  The implementation of the recapitalization plan will
significantly reduce the Company's debt and, upon emergence from
bankruptcy, the Company will become a non-reporting company
pursuant to the U.S. securities laws.  Trade creditors will be
paid in full pursuant to the plan.

Headquartered in New Castle, Delaware, Applied Extrusion
Technologies, Inc. -- http://www.aetfilms.com/-- develops &
manufactures specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
application.  The Company and its debtor-affiliate filed for
chapter 11 protection on Dec. 1, 2004 (Bankr. D. Del. Case No.
04-13388).  Edward J. Kosmowski, Esq., and Pauline K. Morgan,
Esq., at Young Conaway Stargatt & Taylor, and Sheldon K. Rennie,
Esq., at Fox Rothschild O'Brien & Frankel LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $407,912,000
in total assets and $414,957,000 in total debts.


ATLANTIC EXPRESS: Soliciting Consents to Amend Sr. Note Indenture
-----------------------------------------------------------------
Atlantic Express Transportation Corp. is initiating a consent
solicitation of the holders of its 12% Senior Secured Notes due
2008 and its Senior Secured Floating Rate Notes due 2008 in
connection with proposed amendments and waivers to the Indenture
governing the Notes.  Details of the proposed amendments and
waivers are contained in the Company's Consent Solicitation
Statement, dated Feb. 15, 2005, and the related Consent Letter,
which are being sent to holders of the Notes.

The proposed amendments and waivers would, as described more fully
in the Consent Solicitation Statement, permit the Company to
borrow up to an additional $15.0 million (plus the principal
amount of new PIK notes issued in connection therewith) of secured
debt in the form of $15.0 million aggregate principal amount of
Third Priority Senior Secured Notes due 2008 and to waive
compliance with certain provisions of the Indenture and certain
events of default.

The solicitation of consents will expire at 5:00 p.m., New York
City time, on Feb. 23, 2005, unless terminated or extended by the
Company.

Copies of the official Consent Solicitation Statement and related
information are available on request from Jefferies & Company,
Inc., as information agent, by telephone at (504) 681-5721.
The Consent Solicitation and the payment of the consent fee remain
subject to all of the terms and conditions contained in the
official Consent Solicitation Statement, including the
consummation of the offering of Additional Indebtedness.

                        About the Company

Atlantic Express is the fourth largest provider of school bus
transportation in the United States and the leading provider in
New York City, the largest market in which it operates.  The
Company has contracts to provide school bus transportation in 138
school districts in New York, Missouri, Massachusetts, California,
Pennsylvania, New Jersey, Illinois and Vermont.  The Company
generally provides services for the transportation of open
enrollment students through the use of standard school buses, and
the transportation of physically or mentally challenged students
through the use of an assortment of vehicles, including standard
school buses, passenger vans and lift-gate vehicles, which are
capable of accommodating wheelchair-bound students.  Atlantic
Express has a fleet of approximately 5,800 vehicles to service its
school bus operations, consisting of school buses, minivans and
cars, lift and ramp-equipped vehicles, coaches and service and
support vehicles.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Atlantic Express Transportation
Corp. to 'CCC+' from 'B' and removed the ratings from CreditWatch,
where they were placed July 6, 2004.  The outlook is developing.

The rating actions reflect the company's greater-than-expected
liquidity pressures in recent months and Standard & Poor's belief
that challenging market conditions will continue to put pressure
on earnings and cash flow over the next few years, despite recent
financing activities that have provided some breathing room for
the company over the near term.  The Staten Island, New York-based
school bus transportation company, which emerged from Chapter 11
bankruptcy protection in December 2003, has about $150 million of
lease-adjusted debt.

"Earlier this year, the company disclosed that it expects cash
flow over the coming year to be adversely affected by a number of
factors, including higher-than-expected fuel costs and other
expenses," said Standard & Poor's credit analyst Lisa Jenkins.
"Although the company subsequently tapped some additional sources
of funding, liquidity remains tight and leaves the company
extremely vulnerable to cost and revenue pressures."


ATLANTIS PLASTICS: Moody's Junks $125MM Senior Subordinated Notes
-----------------------------------------------------------------
Moody's Investors Service withdrew the first time ratings and
ratings outlook for Atlantis Plastics, Inc., following the
company's public disclosure of its decision to cancel the
previously proposed issuances:

   * Caa1 for the $125 million senior subordinated notes

   * B2 for the $105 million senior secured credit facility

   * B2 senior implied rating

   * B3 senior unsecured issuer rating (non-guaranteed exposure)

   * Stable ratings outlook

   * SGL-3 Speculative Grade Liquidity Rating

Headquartered in Atlanta, Georgia, Atlantis Plastics, Inc., is a
predominantly domestic manufacturer of polyethylene stretch and
custom films and molded plastic products.  For the twelve months
ended September 30, 2004, net revenue was approximately
$334 million.


BILTMORE GROUP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Biltmore Group of Louisiana, LLC
        2500 North 7th Street, Suite 400
        West Monroe, Louisiana 71291

Bankruptcy Case No.: 05-30347

Chapter 11 Petition Date: February 11, 2005

Court: Western District of Louisiana (Monroe)

Judge: Henley A. Hunter

Debtor's Counsel: John T. Scott, Esq.
                  P.O. Box 1966
                  West Monroe, LA 71294
                  Tel: 318-325-1966

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.


CAPITAL ONE: Successfully Remarkets Senior Notes Due 2007
---------------------------------------------------------
Capital One Financial Corporation (NYSE:COF) disclosed the
successful remarketing of approximately $704.5 million aggregate
principal amount of its 6.25 percent Senior Notes due 2007.  As a
result of the remarketing, the annual interest rate on the Senior
Notes was reset to 4.738 percent, paid quarterly, effective
Feb. 17, 2005.  The Senior Notes were sold to investors at a price
of 101.500 percent of the principal amount.  The Senior Notes no
longer form part of Capital One's Upper DECS (NYSE:COFPRC).  The
remarketing was conducted pursuant to the terms of the Upper DECS
and is scheduled to close on Feb. 17, 2005.

The remarketing was conducted on behalf of Upper DECS holders who
did not opt out of the remarketing.  Proceeds from the remarketing
of the Senior Notes will be used to purchase U.S. Treasury
securities that will be pledged to secure the stock purchase
obligations of the participating Upper DECS holders.  Holders of
record on Feb. 16, 2005, of the outstanding Upper DECS whose
Senior Notes participated in the remarketing will receive, on or
about Feb. 17, 2005, the remaining proceeds from the remarketing
(after deduction of the remarketing fee and the purchase price of
the portfolio of U.S. Treasury securities) in an amount equal to
$0.126 per Upper DECS.

                        About Capital One

Headquartered in McLean, Virginia, Capital One Financial
Corporation -- http://www.capitalone.com/-- is a bank holding
company whose principal subsidiaries, Capital One Bank and Capital
One, F.S.B., offer consumer lending products and Capital One Auto
Finance, Inc., offers automobile and other motor vehicle financing
products.  Capital One's subsidiaries collectively had 48.6
million accounts and $79.9 billion in managed loans outstanding as
of December 31, 2004.  Capital One, a Fortune 500 company, is one
of the largest providers of MasterCard and Visa credit cards in
the world. Capital One trades on the New York Stock Exchange under
the symbol "COF" and is included in the S&P 500 index.

                          *     *     *

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

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


CAPITAL TRUST: S&P Puts Low-B Ratings on $2.3 Million Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Capital Trust RE CDO 2005-1 Ltd./Capital Trust RE CDO
2005-1 Corporation's $337.8 million CDOs series 2005-1.

The preliminary ratings are based on information as of Feb. 15,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the economics of the loans
and CMBS classes, and the geographic and property type diversity
of the collateral.  Standard & Poor's analysis determined that, on
a weighted average basis, the properties have an LTV of 99.9%
based on the all-in leverage of the A, B, and C notes and the
mezzanine debt for all of the properties, and a trust pool LTV
of 71.7%.

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


                  Preliminary Ratings Assigned

                Capital Trust RE CDO 2005-1 Ltd.
             Capital Trust RE CDO 2005-1 Corporation

        Class              Rating               Amount
        -----              ------               ------
        A                  AAA               $211,941,000
        B                  AA                 $36,309,000
        C                  A                  $21,110,000
        D                  BBB                $14,354,000
        E                  BBB-               $15,199,000
        F                  BB                  $6,755,000
        G                  B                   $6,755,000
        H                  B-                 $10,133,000
        J                  N.R.               $11,821,000
        Preferred shares   N.R.                $3,377,776

                        N.R. - Not rated


CATHOLIC CHURCH: Riddell Retention by Spokane Claimants Draws Fire
------------------------------------------------------------------
As previously reported, Spokane's Official Committee of Tort
Claimants seeks Judge William's approval to retain Riddell
Williams P.S. as its legal counsel.

The Tort Committee selected Riddell Williams because of the firm's
experience in bankruptcy and insurance coverage matters, and
because of the other practice specialties available at the firm
that may be required in representing the Tort Committee.

*   *   *

On behalf of Michael Shea and the Estate of James Maguire,
Deirdre Ann Sullivan, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in New York, points out that Riddell Williams represents the
Archdiocese of Seattle purportedly for the purpose of negotiating
an environmental indemnity agreement relating to real property
gifted to two parishes.  Riddell Williams' representation of the
Seattle Archdiocese creates an irreconcilable conflict of interest
prohibited by RPC 1.7 (a) and (b).

Mr. Shea and the Estate of James Maguire are in the Diocese of
Spokane's Chapter 11 case.

"We have been given no details about the extent of the problem,
but anyone with experience in dealing with environmental
contamination litigation knows that the cost of remediating can be
astronomical," Ms. Sullivan says.

If there is not an immediate conflict of interest, Ms. Sullivan
continues, there is a substantial probability of a future conflict
of interest when the issue of ownership by a corporation sole is
finally resolved.  Ms. Sullivan explains that representing the
Archdiocese of Seattle in an environmental contamination liability
context places Riddell Williams at polar opposites with the
interests of the tort claimants in this cause and constitutes a
lack of disinterestedness.  This infringes on the basic appearance
of fairness doctrine which, Ms. Sullivan submits, is required by
the due process clause of the Fifth Amendment.

Mr. Shea and the Estate of James Maguire, therefore, asks Judge
Williams to disqualify Riddell Williams as counsel for the Tort
Committee because of the firm's actual or inevitable conflict with
the rights of the tort claimants, as well as to preserve the
appearance of justice.

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)


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

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

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

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

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

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

These ratings have been affirmed by Fitch:

   Citigroup Inc.

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

   Citigroup Capital Trust II through X

       -- Preferred stock 'AA';

   Citicorp Capital Trusts I through III

       -- Preferred stock 'AA';

   Citigroup Global Markets Holdings Inc.

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

   Citigroup Global Markets Inc.

       -- Short-term rating 'F1+'.

These bank ratings are also affirmed:

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

   Citibank West FSB

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

   Citibank International Bank

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

   CitiFinancial Europe PLC

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

   Associates First Capital Corp.

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

   Associates Corp of North America

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

   Arcadia Financial LTD.

       -- Senior debt 'B'.

Ratings to be withdrawn upon completion of restructure

   Citicorp Inc.

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

   Citigroup Global Markets Holdings Inc.

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

   Citibank (West) Holdings Inc.

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

   Citibank (West) Bancorp Inc.

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

   Avco Financial Services, Inc.

       -- Senior unsecured 'AA+'.


CLEARLY CANADIAN: Common Stock Begins Trading on CNQ Today
----------------------------------------------------------
Clearly Canadian Beverage Corporation (TSX:CLV)(OTCBB:CCBC)
reported the approval by the Canadian Trading and Quotation
System, Inc., -- CNQ -- for listing and trading of its common
shares on the CNQ under the symbol "CCBC". Trading on the CNQ is
scheduled to commence on today, February 17, 2005.  Concurrently,
the Company has voluntarily delisted its shares from the Toronto
Stock Exchange -- TSX.  The shares of the Company also trade in
the United States on the OTC Bulletin Board.

"The CNQ offers a fully electronic exchange with instant order
execution and transparency for investors.  Listing on the CNQ
provides our shareholders an efficient new marketplace for trading
equity securities," said Douglas L. Mason, President and C.E.O. of
Clearly Canadian Beverage Corporation.

                         About the CNQ

CNQ -- http://www.cnq.ca-- commenced operations in July 2003 and
became Canada's newest stock exchange, recognized by the Ontario
Securities Commission, in May 2004.  It has an innovative market
designed to address the needs of emerging companies and their
investors by providing a simple and effective trading system.
CNQ's market fosters liquidity through a unique blend of a central
auction market and a competitive market making system.  There are
40 companies listed and 17 major investment dealers from across
Canada, through which all other dealers have access.  CNQ has
established a Service Directory on www.cnq.ca that provides
introductions to key providers of services to brokers, issuers and
investors.

                     About Clearly Canadian

Based in Vancouver, British Columbia, Clearly Canadian Beverage
Corporation -- http://www.clearly.ca/-- markets premium
alternative beverages, including Clearly Canadian(R) sparkling
flavored water, Clearly Canadian O+2(R) oxygen-enhanced water
beverage and Tre Limone(R) sparkling lemon drink which are
distributed in the United States, Canada and various other
countries.

At September 30, 2004, Clearly Canadian's balance sheet showed a
$681,000 stockholders' deficit, compared to $1,125,000 in positive
equity at December 31, 2003.


CROWN CASTLE: Hosting Fourth Quarter Conference Call on March 10
----------------------------------------------------------------
FCrown Castle International Corp. (NYSE: CCI) plans to release its
fourth quarter and year end 2004 results on March 9, 2005, after
the market closes.  In conjunction with the release, Crown Castle
has scheduled a conference call for March 10, 2005, 9:30 a.m.
eastern time.  The conference call may be accessed by dialing
303-262-2130 and asking for the Crown Castle call at least 10
minutes prior to the start time or live over the Internet by
logging on to the web at http://www.crowncastle.com/

A telephonic replay of the conference call will be available from
11:30 a.m. eastern time on March 10, 2005, through 11:59 p.m.
eastern time on March 17, 2005, and may be accessed by dialing
303-590-3000 using passcode 11024424#.  An audio archive will also
be available on Crown Castle's website at
http://www.crowncastle.com/shortly after the call and will be
accessible for approximately 90 days.

                     Review of Lease Accounting

In consultation with its external auditors, Crown Castle is
reviewing certain non-cash items relating to its lease accounting
practices as a result of a public letter issued by the SEC to the
American Institute of Certified Public Accountants on Feb. 7, 2005
clarifying the interpretation of existing accounting literature
applicable to certain leases and leasehold improvements.  Similar
to other companies that operate properties on long-term ground
leases, Crown Castle will adjust its method of accounting for
tenant leases, ground leases and depreciation.  Crown Castle
expects to complete its review of this matter and its impact on
2004 and prior years' financial statements before releasing fourth
quarter and full year 2004 results. Crown Castle believes that the
aggregate amount of the expected corrections will be material to
the 2004 financial statements.  Therefore, Crown Castle will amend
the appropriate filings with the SEC to include restated financial
statements for the two-year period ended December 31, 2003, and
for the first three quarters of 2004 to reflect these corrections
in the proper periods.

The corrections will be non-cash adjustments primarily
attributable to increases in site rental revenue, ground rent and
depreciation expense.  The adjustments will not affect historical
or future cash flow or the timing of payments under related
leases. Moreover, any corrections should result in non-cash
adjustments and are not expected to have any impact on cash
balances, compliance with any financial covenant or debt
instrument, or the current economic value of Crown Castle's
leaseholds and its tower assets.

Historically, Crown Castle has calculated straight-line ground
rent expense using the current lease term (typically 5 to 10
years) without regard to renewal options.  Further, Crown Castle
depreciated all tower assets over a 20-year useful life, without
regard to the underlying ground lease because of its historical
experience in successfully renewing ground leases prior to
expiration.  As a result of this accounting adjustment, Crown
Castle will calculate its straight-line ground lease expense using
a time period that equals or exceeds the time period used for
depreciation.  The result of any depreciation correction will
shorten the depreciable lives of certain tower assets that have
ground leases shorter than 20 years.

                          2005 Outlook

Crown Castle believes any corrections in its accounting treatment
of leases will affect its 2005 Outlook, but such corrections are
expected to only affect non-cash elements of the financial
statements.

Crown Castle has adjusted its 2005 Outlook for Site Rental Cost of
Operations from between $175 million and $185 million to between
$180 million and $190 million primarily due to the expected non-
cash acceleration of the recognition of land lease expense for
certain leases.  Further, Crown Castle adjusted its 2005 Outlook
for interest expense from between $100 million and $110 million to
between $108 million and $118 million based on the short-term
delay in Crown Castle's expected execution of certain refinancing
activities until audited 2004 results are available.

Crown Castle's 2005 Outlook for interest expense includes expected
savings that may be achieved through refinancings and further debt
reductions associated with the application of cash balances.

                        About the Company

Crown Castle International Corp. engineers, deploys, owns and
operates technologically advanced shared wireless infrastructure,
including extensive networks of towers.  Crown Castle offers
significant wireless communications coverage to 68 of the top 100
United States markets and to substantially all of the Australian
population.  Crown Castle owns, operates and manages over 10,600
and over 1,300 wireless communication sites in the U.S. and
Australia, respectively.  For more information on Crown Castle
visit: http://www.crowncastle.com/

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2005,
Standard & Poor's Ratings Services raised its ratings on Houston,
Texas-based wireless tower operator Crown Castle International
Corporation.  The corporate credit rating was raised to 'B' from
'B-'.  All ratings were removed CreditWatch, where they were
placed with positive implications June 28, 2004.

The outlook is stable.  As of Sept. 30, 2004, the company had
about $1.9 billion of debt and $508 million of redeemable
preferred stock outstanding.

The previous CreditWatch listing cited the potential credit
improvement if substantially all after-tax proceeds of the $2
billion sale of Crown Castle's U.K. operation were used to pay
down debt.  "The upgrade reflects the fact that Crown Castle did
indeed apply the bulk of the U.K. sale proceeds to debt
reduction," said Standard & Poor's credit analyst Catherine
Cosentino.  "As a result, debt to EBITDA (including preferred
stock and on a lease-adjusted basis) is expected to be in the high
7x area for 2005, substantially down from 10.1x for 2003."

Despite the material improvement in leverage, Crown Castle's
credit profile continues to be constrained by a still fairly
aggressive financial profile, which overshadows the favorable
characteristics of its tower business.  The company's tower
portfolio has good growth prospects, limited competitive risk, and
strong operating leverage.  Tower-related spending by wireless
carriers is expected to remain robust in the next few years due to
continued growth in subscribers and minutes of use, and increasing
emphasis by carriers on network quality.

Competitive risk is limited by such factors as long-term lease
contracts with carriers, real estate zoning, and lack of a
technology substitute.  With mostly fixed costs and limited
maintenance capital expenditures, the tower business has strong
operating leverage, as revenues from the combination of
contractual rent escalation and additional lease-ups stream
directly to EBITDA and free cash flow. All these factors enabled
Crown Castle to grow revenues by about 8% year over year and
maintain strong EBITDA margins of 49% during the third quarter of
2004.


CSFB MORTGAGE: Moody's Junks Class I & J Certificates
-----------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
downgraded the ratings of two classes and affirmed the ratings of
four classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
1997-C1.

Moody's rating actions are:

   * Class A-1C, $446,312,243, Fixed, affirmed at Aaa

   * Class A-X, Notional, affirmed at Aaa

   * Class A-2, $44,955,890, Fixed, affirmed at Aaa

   * Class B, $94,936,000, Fixed, upgraded to Aaa from Aa2

   * Class C, $67,812,000, Fixed, upgraded to Aaa from A2

   * Class D, $61,030,000, Fixed, upgraded to A2 from Baa2

   * Class E, $33,906,000, Fixed, upgraded to Baa1 from Baa3

   * Class H, $27,125,000, Fixed, affirmed at B3

   * Class I, $16,952,000, Fixed, downgraded to Caa3 from Caa2

   * Class J, $8,009,029, Fixed, downgraded to C from Ca

As of the January 20, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 35.2%
to $879.0 million from $1.356 billion at securitization.  The
Certificates are collateralized by 108 loans secured by commercial
and multifamily properties.  The loans range in size from less
than 0.1% to 6.4% of the pool, with the top loan groups
representing 43.5% of the pool.

The pool consists of a conduit component, representing 84.6% of
the pool, and a credit tenant lease -- CTL -- component,
representing 15.4% of the pool.  Eight loans, representing 7.7% of
the pool, have defeased and have been replaced with U.S.
Government securities.  Fourteen loans have been liquidated from
the pool resulting in aggregate realized losses of approximately
$19.1 million.  Unrated Class K has been eliminated due to losses.

Four loans, representing 2.4% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of
approximately $3.4 million for all of the specially serviced
loans.  The trust has realized interest shortfalls due to
appraisal reductions, special servicing fees and trust expenses.
As of the most recent remittance statement, Class J has
experienced interest shortfalls of approximately $235,000.

Moody's was provided with year-end 2003 operating results for
95.3% of the performing conduit loans and partial year 2004
results for 91.5% of the performing conduit loans.  Moody's
weighted average loan to value ratio -- LTV -- for the conduit
component is 74.3%, compared to 80.6% at Moody's last full review
in June 2003 and 78.1% at securitization.

Based on Moody's analysis, 10.5% of the pool has a LTV greater
than 100.0%, compared to 21.7% at Moody's last review and 1.2% at
securitization.  The upgrade of Classes B, C, D and E is due to
increased subordination levels and improved pool performance.  The
downgrade of Classes I and J is due to realized and expected
losses from the specially serviced loans.

The top three loan groups represent 17.2% of the outstanding pool
balance.  The largest loan is the D&D Building Loan ($56.2 million
- 6.4%), which consists of two loans secured by leasehold
interests in a 590,000 square foot office building located in
midtown Manhattan, New York.  The property is primarily tenanted
by furniture and furnishing wholesalers.  The property was 99.0%
occupied at year-end 2004, compared to 96.0% at securitization.
Moody's LTV is 64.5%, compared to 67.7% at last review and 85.0%
at securitization.

The second largest loan is the Pan-Pacific Portfolio Loan ($50.1
million - 5.7%), which is secured by a portfolio of four retail
properties located in Nevada, Kentucky, Washington and New Mexico.
The portfolio's overall occupancy at year-end 2004 was 94.0%,
compared to 97.5% at securitization.  Moody's LTV is 71.8%,
compared to 77.6% at last review and 78.7% at securitization.

The third largest loan is the Hyatt Aruba Loan ($45.0 million -
5.1%), which is secured by a 360-room luxury resort property
located in Aruba.  Performance improved significantly in 2004.
Full year 2004 RevPAR was $214.52, compared to $178.80 in 2002 and
$187.76 at securitization.  Moody's LTV is 43.2%, compared to
44.8% at securitization.

The CTL component includes 11 loans secured by properties under
bondable leases.  The largest CTL exposures are Summit Bank ($24.8
million; parent Bank of America Corporation; Moody's senior
unsecured rating Aa2), RadioShack Corporation ($13.9 million;
Moody's senior unsecured rating Baa1) and Kohl's Corporation ($6.6
million; Moody's senior unsecured rating A3).

The pool's collateral is a mix of:

            * retail (46.4%),
            * hotel (16.4%),
            * office and mixed use (16.4%),
            * U.S. Government securities (7.7%),
            * industrial (6.5%),
            * multifamily (5.2%),
            * other (1.3%), and
            * healthcare (0.1%).

The collateral properties are located in 25 states and the island
of Aruba.  The highest state concentrations are:

            * New York (27.2%),
            * Florida (14.4%),
            * California (12.7%),
            * Maryland (6.4%), and
            * Nevada (6.0%).

All of the loans are fixed rate.


DMX MUSIC: Wants to Hire Pachulski Stang as Bankruptcy Counsel
--------------------------------------------------------------
DMX Music, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., as their
general bankruptcy counsel.

Pachulski Stang is expected to:

   a) provide legal advice to the Debtors with respect to their
      powers and duties as debtors-in-possession in the continued
      operation of their businesses and management of their
      properties;

   b) assist the Debtors in preparing and pursuing approval of a
      disclosure statement and confirmation for a plan of
      reorganization;

   c) prepare necessary applications, motions, answers, orders,
      reports and other legal papers on behalf of the Debtors and
      appear in Court to protect the interests of the Debtor; and

   d) perform all other legal services to the Debtors which are
      necessary and proper in their chapter 11 cases.

Laura David Jones, Esq., a Shareholder at Pachulski Stang,
discloses that the Firm received prepetition payments, including a
retainer, in the amount of $1,554,192.69 from the Debtors.  Ms.
Jones will bill the Debtors $595 per hour for her services.

Ms. Jones reports Pachulski Stang's professionals bill:

      Designation                   Hourly Rate
      -----------                   -----------
      Partners and Shareholders     $525 - $675
      Counsel and Associates        $255 - $425
      Paralegals                    $135 - $150

Pachulski Stang assures the Court that it does not represent any
interests adverse to the Debtor or their estates.

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).  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


DMX MUSIC: Wants to Continue Hiring Ordinary Course Professionals
-----------------------------------------------------------------
DMX Music, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to continue to
retain, employ and pay professionals they turn to in the ordinary
course of their business without bringing formal employment
applications to the Court.

In the day-to-day operation of their businesses, the Debtors
regularly avail of the services of various attorneys, accountants,
actuaries, consultants and other professionals to represent them
in matters arising in the ordinary course of their businesses that
are unrelated to their chapter 11 cases.

Because of the complexity of their businesses, the Debtors submit
it would be costly and time-consuming to require each Ordinary
Course Professional to apply for separate employment and
compensation applications to the Court because the costs of those
applications would be significant and be borne by the Debtors'
estates.

The Debtors assure the Court that:

   a) no Ordinary Course Professional will be paid in excess of
      $38,000 per month and the aggregate monthly income for all
      those Professionals will not exceed $300,000 per month;

   b) if any Ordinary Course Professional's payments exceeds
      $38,000 per month, that Professional will be required to
      submit a formal compensation application to the Court;

   c) each Ordinary Course Professional will be required to submit
      to the Court, the Debtors' counsel, the U.S. Trustee and the
      counsel for the creditors committee within 30 days after the
      Court's order, an affidavit containing:

       (i) the name of the Ordinary Course Professional and a
           description of the services of that Professional, and

      (ii) the fees and expenses for the Ordinary Course
           Professional's services;

   d) no Ordinary Course Professionals will be involved in the
      administration of the Debtors' chapter 11 cases.

Although some of the Ordinary Course Professionals may hold minor
amounts of unsecured claims, the Debtors do not believe that any
of them have an interest materially adverse to the Debtors, their
creditors and other parties-in-interest.

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., and Laura Davis Jones, 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 assets and debts.


DUO DAIRY: Hires Dickensheet & Associates as Auctioneer
-------------------------------------------------------
Dennis W. King, the chapter 7 Trustee overseeing the liquidation
of Duo Dairy, Ltd., LLP, sought and obtained permission from the
U.S. Bankruptcy Court for the District of Colorado to retain
Dickensheet & Associates, Inc., as liquidator and auctioneer of
the estate.

Dickensheet will also secure and store personal property of the
estate.

William Dickensheet, President of Dickensheet & Associates,
discloses that it will charge the estate an hourly rate of $70 for
securing and transporting personal property of the estate.

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

Headquartered in Loveland, Colorado, Duo Dairy, LTD., LLP, filed
for chapter 11 protection on March 12, 2004 (Bankr. D. Colo. Case
No. 04-14827).  The case was converted to chapter 7 on October 27,
2004, and Dennis W. King was appointed as the Chapter 7 Trustee to
oversee the company's liquidation.  Jeffrey A. Weinman, Esq., and
William A. Richey, Esq., at Weinman & Associates, P.C., represent
the Debtor.  When the Debtor filed for protection from its
creditors, it estimated assets of $50 Million and estimated debts
of $50 million.


E*TRADE FINANCIAL: Segments Customers & Cuts Trading Commissions
----------------------------------------------------------------
E*TRADE Financial Corporation (NYSE: ET) disclosed a refined
customer segmentation model for retail investors that rewards the
customer's overall relationship with the Company.  The news is
tied to E*TRADE Financial's recent corporate realignment, which
was designed to more directly link the Company's business
operations with its high growth retail and institutional customer
segments.  The new segmentation and pricing changes bring
increased value to all customers by creating what the Company
believes is the industry's most compelling combination of value
pricing, high-performance product functionality and broadly
accessible service.

"[The] announcement represents the disciplined execution of our
2005 retail customer strategy and is in accordance with the
operational and earnings guidance set forth in December 2004,"
said R. Jarrett Lilien, President and Chief Operating Officer,
E*TRADE Financial.  "Our 2005 operating plan more appropriately
segments our retail customers and more significantly rewards
customers within these segments.  The ongoing refinement of our
retail value proposition is directed at increasing market share in
trading volume, asset deposits and lending balances in 2005."

E*TRADE Financial has enhanced its customized offerings for each
of its three primary retail customer segments:  Active Trader,
Serious Investor and Main Street Investors.  In addition, Power
E*TRADE customers will be offered expanded options trading
capabilities.

Specific changes to retail customer segmentation, pricing,
functionality and service include:

    Active Traders and Options Traders

    -- lowered segment qualification criteria to just 5 trades per
       month from a previous qualification of 9 trades per month

    -- expanded the 2-second execution guarantee to include ETFs

    -- enhanced the dedicated active trader service team with new
       options specialists

    -- introduced three new pricing tiers:

    New Segment
    Criteria/Pricing           NOW      NOW         NOW       PREVIOUSLY
    ----------------           ---      ---         ---       ----------
    Trades Per Month           500+     50 to 499   5 to 49   9+
    Flat Commissions on
     Stock and Options Trades  $6.99    $7.99       $9.99     $9.99
    Per Options Contract Fee   $0.75    $1.00       $1.25     $1.25-$1.50

    Serious Investors

    [Customers with $50,000 or more in assets in combined retail
     accounts]

    -- reduced commissions on stock and options trades as follows:

    New Pricing                                    NOW        PREVIOUSLY
    -----------                                    ---        ----------
    Commissions on Stock(2) and Options Trades     $11.99     $12.99

    Main Street Investors

    [Customers with less than $50,000 in assets in combined retail
     accounts]

    -- reduced commissions on stock and options trades as follows:

    New Pricing                                   NOW         PREVIOUSLY
    -----------                                   ---         ----------
    Commissions on Stock(3) and Options Trades    $14.99      $19.99 + $3.00
                                                              order handling
                                                              fee

All customer segmentation and pricing changes will be in effect on
February 18, 2005.

All E*TRADE FINANCIAL customers benefit from an upgraded
www.etrade.com.  The point of entry for Active Traders, Serious
Investors and Main Street Investors on the Web, including an
enhanced balance details page that now includes real-time account
valuations, the introduction of Stop-Limit orders with separate
and distinct "stop" and "limit" fields and the upgraded
OptionsEdge Center with advanced options chains and educational
content.

"Customers have made it clear that the combination of product
functionality, service and price will win the battle for the self-
directed retail investor," said R. Jarrett Lilien, President and
Chief Operating Officer, E*TRADE Financial.  "Customer loyalty
will be retained and enhanced by the company that provides the
most complete, customized solutions that meet the varied needs of
Active Traders, Serious Investors and Main Street Investors."

E*TRADE Financial offers three trading platforms for active
traders and options traders.  Ranked as the #1 trading platform
for active traders by WatchFire Gomez for the last five years in a
row, Power E*TRADE is the Company's premium service for its Active
Trader segment.  Power E*TRADE includes an advanced combination of
trading platforms, execution speed, dedicated service and low
prices.  Power E*TRADE Pro is an advanced, no-fee, direct access
trading platform for highly active stock and options traders.
Recent upgrades include integrated options trading capabilities
and new trailing stops and bracketed orders designed for active
traders and options traders who seek a customizable trading
platform that is capable of executing commands at fast speeds.
Power E*TRADE MarketTrader is a no-fee, all-in-one, web-based
trading platform for active stock and options traders.

E*TRADE Financial's investing, optimized cash management and
lending solutions are particularly attractive to its Serious
Investor and Main Street Investor customer segments because the
Company has shown its commitment to advocating for the individual
investor in ways other financial services providers do not,
including:  the 12b-1 mutual fund fee rebate program, with nearly
$2 million in rebates paid to customers in 2004(5); the lowest
cost S&P 500, Russell 2000 and International index fund expense
ratios in the industry(6), and no fee, no minimum IRAs(7).

The E*TRADE FINANCIAL family of companies provide financial
services including brokerage, banking and lending for retail,
corporate and institutional customers. Securities products and
services are offered by E*TRADE Securities LLC (Member NASD/SIPC).
Bank and lending products and services are offered by E*TRADE
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on Jan 21, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
counterparty rating on E*TRADE Financial Corp.  E*TRADE Bank's
counterparty ratings were affirmed at 'BB/B.'


ENTERPRISE PRODUCTS: S&P Rates $500 Mil. of Senior Debt at BB+
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB+' rating to
Enterprise Products Operating L.P.'s $250 million senior unsecured
notes due 2015 and $250 million senior unsecured bonds due 2035.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit ratings on Enterprise Products Operating and Enterprise
Products Partners L.P., and revised its outlook on the companies
to positive.

As of Dec 31, 2004, Houston, Texas-based Enterprise Products
Operating had about $4.3 billion of debt outstanding.

"The outlook revision follows the partnership's strong financial
performance in the first full quarter following its merger with
GulfTerra Energy Partners," said Standard & Poor's credit analyst
Aneesh Prabhu.

"The performance addresses some of our concerns about Enterprise's
ability to manage integration risks associated with the large
merger," Aneesh Prabhu added.

Standard & Poor's also said that the outlook revision factors the
partnership's willingness to issue further equity units to reduce
debt and maintain a more balanced capital structure.

An upgrade to investment grade will depend on further
demonstration of successful merger integration and a reduction in
earnings volatility.

Enterprise Products Partners does not issue debt but does
guarantee Enterprise Products Operating's debt; therefore,
Enterprise Products Partners carries the same rating as Enterprise
Products Operating.


EXIDE TECH: Mellon HBV Discloses 5.8% Equity Stake
--------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, dated January 26, 2005, Mellon HBV Alternative
Strategies, LLC, discloses that it is now deemed to beneficially
own 1,405,816 shares of Exide Common Stock.  Mellon HBV serves as
investment adviser of certain clients, none of which individually
own more than 5% each but the Clients collectively hold the
Shares.  Mellon HBV has sole voting and dispository power of the
shares held by each Client.

As of February 10, 2005, 24,407,068 shares of common stock were
outstanding.

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)


GALCHEM INCORPORATED: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Galchem, Incorporated
        P.O. Box 1360
        Payson, Arizona 85541

Bankruptcy Case No.: 05-01941

Chapter 11 Petition Date: February 10, 2005

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Michael E. Neumann, Esq.
                  DeConcini McDonald Yetwin & Lacy
                  2025 North 3rd Street, #230
                  Phoenix, AZ 85004
                  Tel: 602-282-0500
                  Fax: 602-282-0520

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Compass Bank                               $765,000
P.O. Box 52180
Phoenix, AZ 85072

White Mountain Building Products           $450,000
P.O. Box 1360
Payson, AZ 85541

Compass Bank                               $150,000
P.O. Box 52180
Phoenix, AZ 85072

M & I Bank                                  $17,900


GLOBAL LEARNING: Asks Court to Set March 15 as Claims Bar Date
--------------------------------------------------------------
Global Learning Systems, Inc., and its debtor-affiliate, Keystone
Learning Systems Corp., ask the U.S. Bankruptcy Court for the
District of Maryland, Greenbelt Division, to set March 15, 2005,
as the deadline for all creditors owed money by the Debtors on
account of claims arising prior to June 6, 2004, to file their
proofs of claim.

The Honorable Paul Mannes will consider confirmation of the
company's Amended Plan of Reorganization on March 3, 2005.  If the
plan isn't confirmed, the March 3 hearing agenda calls for Judge
Mannes to consider a request by the U.S. Trustee for Region 4 to
dismiss the Debtors' chapter 11 cases.

Headquartered in Frederick, Maryland, Global Learning Systems,
Inc., is improvement solutions company.  The Company and its
debtor-affiliates filed for chapter 11 protection June 6, 2003
(Bankr. Md. Case No. 03-30218).  Brent C. Strickland, Esq., at
Whiteford, Taylor & Preston LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed assets of over a million and debts of
more than $10 million.


HAPPY KIDS: Committee Taps Chadbourne & Parke LLP as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Happy Kids Inc.,
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Chadbourne
& Parke LLP, as its counsel.

Chadbourne & Parke is expected to:

   a) provide the Committee with legal advice with respect to its
      rights, duties and powers in the Debtors' chapter 11 cases;

   b) consult with the Debtors, their counsel, other professionals
      retained in their chapter 11 cases and the U.S. Trustee
      concerning the administration of the Debtors' chapter 11
      cases and their impact on the estates;

   c) assist and advise the Committee in analyzing the claims of
      creditors and in negotiations with those creditors;

   d) assist and advise in the Committee's investigation of the
      acts, conduct, assets, liabilities, and financial condition
      of the Debtors, the operation of their businesses, and any
      other matters relevant to the Debtors' chapter 11 cases,
      including considering the appointment of a trustee or
      examiner, as appropriate;

   e) assist and advise the Committee in its analysis and
      negotiations with the Debtors and any third parties, and in
      the formulation of any plan of reorganization or
      liquidation;

   f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in the Debtors' chapter 11 cases and in
      preparing pleadings, motions, applications, objections and
      other papers as may be necessary in furtherance of the
      Committee's interests and objectives;

   g) analyze and advise the Committee of the meaning and import
      of all pleadings and other documents filed with the Court
      and represen the Committee at all hearings and other
      proceedings; and

   h) perform all other legal services to the Committee that are
      necessary and required in the Debtors' chapter 11 cases.

David M. Lemay, Esq., a Member at Chadbourne & Parke, is the lead
attorney for the Committee.  Mr. Lemay charges $680 per hour for
his services.

Mr. Lemay reports Chadbourne & Parke's professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Partners              $520 - $750
    Counsel               $460 - $620
    Associates            $295 - $510
    Paralegals            $100 - $205

Chadbourne & Parke assures the Court that it does not represent
any interests adverse to the Committee, the Debtors or their
estates.

Headquartered in New York, New York, Happy Kids Inc, and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 3,
2005 (Bankr. S.D.N.Y. Case No. 05-10016).  Sheldon I. Hirshon,
Esq., at Proskauer Rose LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $54,719,000 and total
debts of $82,108,000.


HAYES LEMMERZ: Perry Corp. Discloses 6.47% Equity Stake
-------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated February 8, 2005, Richard C. Perry and Perry
Corp. disclose that they may be deemed to beneficially own
2,551,238 shares of Hayes Lemmerz International, Inc., Common
Stock:

                                     No. of Shares   Percentage
                                     Beneficially    Outstanding
Reporting Person                    Owned           of Shares
----------------                    -------------   -----------
Richard C. Perry                        2,551,238      6.47%
Perry Corp.                             2,551,238      6.47%

The number of shares of common stock outstanding as of
December 9, 2004, was 37,822,962 shares.

Richard C. Perry is the President and sole stockholder of Perry
Corp.  Perry Corp. is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.

However, Mr. Perry disclaims any beneficial ownership interest of
the shares of Common Stock held by any funds for which Perry
Corp. acts as the general partner or investment adviser, except
for that portion of those shares that relates to his economic
interest in those shares.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Dela. Case No. 01-11490).  The
Bankruptcy Court confirmed the company's plan on May 12, 2003, and
the plan took effect on June 3, 2003.  Eric Ivester, Esq., and
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meager & Flom
represent the Debtors.  (Hayes Lemmerz Bankruptcy News, Issue No.
60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


HERBALIFE LTD: IPO Prompts Moody's to Raise Sr. Unsec. Debt Rating
------------------------------------------------------------------
Moody's Investors Service has taken several actions regarding its
ratings on Herbalife Ltd., formerly WH Holdings (Cayman Islands)
Ltd., following the Company's recent initial public equity
offering and subsequent debt repayment:

   1) upgraded Herbalife's senior unsecured debt and issuer
      ratings;

   2) withdrawn ratings on repaid debt facilities of subsidiary
      Herbalife International, Inc. -- HII; and

   3) affirmed remaining ratings and positive outlook of Herbalife
      Ltd., and HII.

The upgrade of the Company's senior unsecured debt and issuer
ratings concludes the review actions initiated on Herbalife's
unsecured debt ratings on November 9, 2004, following the
announcement of its planned IPO and other recapitalization
transactions.  Although ultimate IPO proceeds were less than
originally contemplated, an even greater reduction in special
dividend payments resulted in debt repayment that was
substantially identical to plan.

The rating upgrades reflect the significant reduction in higher
priority and pari passu obligations under the recapitalization,
including the near-full tendering of HII's senior subordinated
notes and the claw back of $110 million of Herbalife's senior
notes.

The affirmation of Herbalife Ltd.'s existing ratings and positive
outlook reflects the Company's steady operating performance and
strong cash flow generation on a global basis through September
2004, but also recognizes challenges the company may face in
sustaining earnings growth, including continued declines in its
largest markets (US, Japan and South Korea).  The affirmation also
recognizes that although the recapitalization reduces debt to 2.2x
from 3.0x EBITDA and improves interest coverage to 5.6x from 3.5x,
these improvements were mostly achieved through utilization of
cash balances that supplement the company's modest external
liquidity sources.

Herbalife Ltd.'s ratings continue to be supported by its strong
credit measures and cash flow, which benefits from low working
capital needs, Company often receives payment via credit card
prior to delivering product, outsourced production from multiple
suppliers, and modest research and development expenditures.  The
demographic trends underlying demand for the company's products
are positive.  An aging population, increasing obesity rates,
greater acceptance of herbal and dietary supplements, and growth
in worldwide health expenditures are favorable trends suggesting
ongoing fundamental demand for weight management and nutritional
products.

In addition, long-term interest in working at home, self-
employment and supplemental family income has led to high single
digit growth rates for the direct marketing industry, and provides
a sustainable recruiting environment for MLM companies going
forward.  Herbalife Ltd.'s franchise value and market position,
built over its twenty-five-year history in these markets, provides
a substantial platform to benefit from these continuing trends.
In addition, the new CEO that was hired in April 2003 has further
strengthened the existing management team with several additional
hires with expertise in the areas of legal, product development,
operations and marketing.

The ratings remain restrained by the substantial operating risks
that are associated with selling weight management, nutritional
and other ingested products through an independent, multi-level
marketing (MLM) distributor network of over one million people in
59 countries and the high turnover rates characteristic of MLM
companies.  Moody's notes that Herbalife Ltd. is exposed to
regulatory, legal and publicity risks from both its products and
its widespread business model, which is subject to control
concerns regarding inappropriate marketing practices.
Furthermore, the Company faces intense competition from MLM and
non-MLM companies with regard to both its products and ongoing
recruiting needs.

Herbalife Ltd. has performed well through the nine-month period
ended September 2004, with growth in sales and EBITDA of around
13% and 5%, respectively.  Despite the need for above-average
statistics to compensate for substantial business risks and weak
assets, Herbalife's improved earnings levels and the debt
reduction from the recapitalization result in pro forma credit
protection measures that are strongly-positioned in the current
ratings category.

Sustained improvements in sales, earnings, and cash flow could
support a ratings upgrade over the coming year, particularly if
the company is able to stabilize operating performance in its
largest markets and maintain debt levels below 2.0x EBITDA.
Moody's notes that the Company has credible plans to grow in niche
market segments, to expand its China operations, and to invest in
tools and marketing programs in order to increase distributor
recruiting and retention.

The outlook could be stabilized and ultimately ratings pressure
could begin to build if operating performance trends falter, if
there are material adverse developments regarding lawsuits,
regulatory investigations or tax audits, or if leverage increases
to fund changing financial and strategic policies.  Specifically,
current rating levels would likely be challenged if credit metrics
materially erode such that debt-to-EBITDA exceeds 3.5x, EBITDA
less capex interest coverage falls below 2.5x, or free cash flow
to debt drops under 10%.

Moody's notes that the Company's strong growth has been aided by
favorable currency rate moves and by promotional activity in
Europe, which could result in more challenging earnings
performance going forward.  Herbalife Ltd.'s difficulties in the
U.S. market could be heightened by increasing competition, an
improving employment outlook, and weak discretionary spending
trends.  In addition, the Company's increasing reliance on more
volatile geographies presents a meaningful risk to the
sustainability of current earnings levels.

The ratings of Herbalife International, Inc., affected by these
actions are:

   * $25 million senior secured five-year revolving credit
     facility, affirmed at Ba3;

   * $200 million senior secured six-year term loan facility,
     affirmed at Ba3;

   * $25 million senior secured revolving credit facility due
     2007, rating withdrawn;

   * $120 million senior secured term loan due 2008, rating
     withdrawn;

   * $158.3 million 11 _% senior subordinated notes due 2010,
     rating withdrawn.

The ratings of Herbalife Ltd. affected by this action are:

   * Senior implied rating, affirmed at Ba3;

   * $165 million 9 1/2% senior unsecured notes due 2011, upgraded
     to B2 from B3;

   * Senior unsecured issuer rating, upgraded to B2 from B3.

Herbalife Ltd., with corporate headquarters in Los Angeles,
California, is a marketer of weight management products,
nutritional supplements and personal care items, sold through a
global network of independent distributors in 59 countries.  Net
sales for the twelve months ended September 2004 were
approximately $1.3 billion.


HOLLINGER INC: Shareholders to Discuss Ravelston Proposal on March
------------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) will provide notice to
applicable Canadian securities regulators of a proposed special
meeting of shareholders to be held on March 31, 2005, to consider
the proposed share consolidation going private transaction
involving Hollinger.

As reported in the Troubled Company Reporter on Nov. 1, 2004,
Hollinger's board of directors was formally advised in writing by
its Chairman and Chief Executive Officer, Conrad Black, of a
proposal by The Ravelston Corporation Limited, Hollinger's
controlling shareholder, for a proposed going private transaction
involving Hollinger.  The proposed transaction would be structured
as a consolidation of the outstanding retractable common shares
and Series II Preference Shares of Hollinger.  Upon completion of
the Going Private Transaction, the sole shareholder of Hollinger
would be Ravelston, directly or indirectly.

As previously disclosed, the approvals obtained by Hollinger from
the requisite holders of the Corporation's outstanding 11.875%
Senior Secured Notes due 2011 which would enable the Proposed
Transaction to proceed, provide that all necessary corporate,
shareholder and regulatory approvals in connection with the
Proposed Transaction relating to Hollinger's outstanding Common
Shares must be obtained on or prior to March 31, 2005.
Hollinger's Board has been advised by The Ravelston Corporation
Limited, Hollinger's controlling shareholder, that there can be no
assurances that Ravelston would support the Proposed Transaction
on its current terms (or at all) if the Common Share Approvals are
not obtained by the March Deadline.

At the time of announcing the Proposed Transaction, the Board
established a committee of independent directors known as the
"Independent Privatization Committee" to, among other things,
consider, evaluate and make a recommendation to Hollinger's Board
of Directors concerning the Proposed Transaction.  The Independent
Privatization Committee has engaged GMP Securities Ltd. as its
independent financial advisor to provide a formal valuation of
Hollinger's outstanding Common Shares and Series II Preference
Shares.

Neither GMP nor the Independent Privatization Committee has
completed its work at this time.  As a result, Hollinger's Board
has not determined whether or not to proceed with the Proposed
Transaction.  The Proposed Transaction remains subject to the
approvals and processes referenced in Hollinger's October 28, 2004
news release.

Ravelston informed the Board that if the Common Share Approvals
are not obtained for any reason such that the Proposed Transaction
does not proceed, Ravelston will reimburse Hollinger, on a secured
basis, for all of the fees and expenses incurred by Hollinger in
connection with the Proposed Transaction, including those fees and
expenses that Ravelston had already agreed to reimburse.

Hollinger's principal asset is its interest in Hollinger
International, Inc., which is a newspaper publisher, the assets of
which include the Chicago Sun-Times, a large number of community
newspapers in the Chicago area and a portfolio of news media
investments, and a portfolio of revenue-producing and other
commercial real estate in Canada, including its head office
building located at 10 Toronto Street, Toronto, Ontario.

                         *     *     *

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

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

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

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


HOLY CROSS: Moody's Affirms B2 Rating on $21.5MM Series 1994 Bonds
------------------------------------------------------------------
Moody's Investors Service has affirmed the B2 bond rating on Holy
Cross Hospital's $21.5 million of outstanding Series 1994 bonds
issued through the Illinois Health Facilities Authority.  The
outlook remains negative.  The rating reflects a very low
liquidity level and continued operating challenges resulting from
persistently declining volumes and an unfavorable payer mix.

Despite recent improvement in operating performance, the negative
outlook signals our ongoing concerns that Holy Cross can generate
sufficient profit to fund much needed capital projects and bolster
cash reserves.  We note that Holy Cross has been able to pay its
debt service without tapping into the debt service reserve fund,
but with diminishing liquidity, making future debt payments may be
challenging in its financially compromised position.

Security: Security interest in the Unrestricted Receivables of the
obligated group, which consists solely of the hospital.  There is
no mortgage or property security pledge.

                   Depleted Liquidity Continues
                   To Be Primary Concern Despite
        Expected Financial Improvement In Fiscal-Year 2005

Management prepared six-month interim statements (December 31) for
fiscal year (FY) 2005 reflect a very low cash position of $3.0
million (9.7 days cash-on-hand), representing a decrease from an
already weak $4.1 million absolute cash position at fiscal year
end (FYE) 2004 and $7.2 million at FYE 2003.  Unrestricted cash
decreased during FY 2004 as Holy Cross reduced the high amount of
accounts payable accrued in prior years.

The further decrease in liquidity in FY 2005 is attributable to
negative cash flows resulting from weak volumes in the first
months of FY 2005, highlighting the lack of financial cushion that
Holy Cross has to manage any unforeseen operating challenges.
Following years of significant volume decline, inpatient and
outpatient volume is down again in the six-months of FY 2005
compared to the same period in FY 2004.

We note, however, that management has reported an improvement in
cash of $2.5 million in January, primarily from Holy Cross' first
Safety Net Adjustment Payment (SNAP) of $1.5 million from the
state of Illinois for the first half of FY 2005.  This new source
of revenue provides relief for Holy Cross, which will receive $750
thousand each quarter to offset the continued operating losses
stemming from its high indigent load.

The SNAP payments are fixed payments, independent of patient
volume or payer mix and are expected to be recurring annually.  We
expect that these payments will enable Holy Cross to break-even
from operations in FY 2005 for the first time in six years.
Additionally, Holy Cross will receive approximately $2.1 million
later this year from the new Illinois Hospital Assessment Program,
which will provide further liquidity but will not likely be
recurring.

Due to its distressed financial situation, Holy Cross has
preserved cash through very low and deliberate cutbacks in
non-essential capital expenditures, which have ranged between $500
thousand to $1 million annually for the past three fiscal years.
Holy Cross's average age of plant now exceeds 18 years, leading
Holy Cross to borrow $1.3 million of a $5 million capital project
loan provided from the Sisters of Saint Casimir to fund necessary
capital projects and equipment in FY 2005 and 2006.

Management has not drawn the remaining loan funds since they
expect the additional revenue from SNAP and the Assessment Program
to provide positive, although modest, cash flows that will allow
the hospital to reinvest in its facility.  With the $1.3 million
capital project loan and another $1.3 million loan received after
mortgaging a medical office building in FY 2005, Holy Cross has
increased its debt service creating additional cash flow pressures
on the organization and adding further uncertainty to future debt
payments.

Holy Cross Hospital is a 241-staffed bed acute care hospital
located in Chicago, Illinois.

Key Data And Ratios: (Based on audited data ending June 30, 2004
followed by management prepared six-month FY 2005; investment
returns normalized at 6%)

   -- Total Admissions: 10,958; 5,311

   -- Total Operating Revenue: $117.3 million; $55.1 million

   -- Net Revenue Available for Debt Service: $4.3 million;
                                              $2.0 million

   -- Days cash on hand: 12.7days; 9.7 days

   -- Debt to cash flow: 11.6 times; 14.6 times

   -- Maximum Annual Debt Service: 1.0 time

   -- Total Debt Outstanding: $27.1 million; $28.7 million

   -- Operating Cash flow Margin: -1.8%; -2.3%

Outlook:

Despite recent improvement in operating performance, the negative
outlook signals our ongoing concerns that Holy Cross can generate
sufficient profit to fund much needed capital projects and bolster
cash reserves.


INTEGRATED ELECTRICAL: Posts $17.6 Million Net Loss in 1st Quarter
------------------------------------------------------------------
Integrated Electrical Services, Inc. (NYSE: IES) reported results
for its fiscal 2005 first quarter ended Dec. 31, 2004.  The
company reported revenues of $303.2 million and a net loss for the
first quarter of $17.6 million, compared to revenues of
$331.6 million and net income of $6.3 million for the first
quarter one year ago.  The 2005 first quarter net loss includes:

   -- A loss of $6.6 million or $0.17 per share from discontinued
      operations, including $6.1 million of goodwill write-offs

   -- A charge of $2.7 million or $0.07 per share related to
      marking to market embedded derivatives in the recent $36
      million convertible bond issue

   -- An expense of $1.7 million or $0.04 per share from greater
      than ordinary legal, accounting and bank advisor fees

   -- A charge of $1.6 million or $0.04 per share related to
      establishing valuation allowances against deferred tax
      benefits created by the company's first quarter loss

   -- A charge of $0.3 million or $0.01 per share from writing off
      deferred financing costs related to the company's credit
      facility

   -- A charge of $0.3 million or $0.01 per share related to
      losses in an investment as determined by the equity method
      of accounting

The items detailed above total $13.2 million in the first quarter
of fiscal 2005.  Excluding the above items, the net loss in the
first quarter of fiscal 2005 was $4.4 million.  Net income for the
first quarter of fiscal 2004 includes a benefit of $1.4 million
from the release of a tax valuation allowance.

The first quarter revenue decline is primarily the result of a
reduction in the amount of bonded work that IES performed during
the quarter.  As a result of the company's strategic review
process, IES has decided to reduce its dependence on bonded work
in an effort to improve profitability and return on capital
invested.

Roddy Allen, IES' president and chief executive officer, stated
"IES has made significant progress during the quarter.  We are
ahead of our previously announced divestiture plan and have
divested six business units on our Planned Divestiture list for a
total of $19.6 million in cash.  We continue to see an upswing in
attractive new project opportunities and look forward to the
profitable execution of that work.  Additionally, we have
redesigned the incentive compensation programs for our operations'
employees to focus on profitability with a modifier for
collections; we believe this will increase cash generation from
the new work we are performing."

David Miller, IES' chief financial officer, added "IES will
continue to focus on improving its capital structure by carefully
managing its working capital and by utilizing operating cash flow
and the proceeds from the announced divestitures to de-lever the
company. IES was in full compliance with all financial covenants
for the quarter."

                        Segment Details

First quarter segment revenues for commercial/industrial were
$232.8 million in fiscal 2005 compared to $268.6 million in fiscal
2004. The decrease is a result of lower revenues in certain
regions, primarily from a decrease in revenues from bonded
projects. First quarter gross profit for commercial/industrial was
$20.9 million in fiscal 2005 versus $32.7 million in fiscal 2004.
The decrease was a result of reduced revenues and weak performance
from certain business units that are not part of the Core business
units.

First quarter residential segment revenues were $70.4 million in
fiscal 2005 compared to $63.0 million in fiscal 2004. The increase
is a result of continued strong demand for new single and multi-
family housing. First quarter gross profit for residential was
$13.5 million in fiscal 2005 versus $14.0 million in fiscal 2004.
Residential gross profit was down in the first fiscal quarter of
2005 as a result of margin pressure from increased competition.

As was announced in the Fiscal 2004 year-end earnings release on
December 14, 2004, the company now breaks out its business units
into three broad categories: Core, Under Review, and Planned
Divestitures. A summary of the results of these groups has been
added later in this release.

                        Backlog and Bonding

Excluding discontinued operations, IES' backlog was $566.9 million
compared to $667.7 million for the same units at the end of the
first quarter a year ago and compared to $614.9 million for the
same units at the end of the fourth quarter of 2004. The lower
year to year backlog is primarily due to a decrease in work that
requires surety bonding.

As was reported in a January 19, 2005 press release, the company
reached an agreement with its surety bond provider to provide
surety bonds to the company on terms that are acceptable to the
company. As was permitted in its amended credit facility, the
company pledged accounts receivable and certain other assets to
the surety provider. The company was not required to post
additional cash collateral or letters of credit as part of the
agreement with the surety provider. The company is currently in
the process of identifying a co-surety to further expand bonding
capacity and allow the company to fulfill its bonding
requirements. Since January 19, IES has requested and received $20
million in new surety bonds from its surety provider for bonded
projects.

                 Cash Flow, Debt and Liquidity

The company generated negative cash flow from operations of $9.0
million for the first fiscal quarter of 2005 versus $6.4 million
provided in the first fiscal quarter of 2004. The decrease is
primarily a result of having posted, prior to the January 19th
agreement, $10 million as collateral with the company's surety
provider and the reduced earnings in the current year.

As of December 31, 2004, total debt was $241.6 million, excluding
a $2.7 million entry to mark to market the convertible debt,
compared to the prior year of $248.3 million. Total debt as of
September 30, 2004 was $231.3 million. As of February 11, 2005,
IES' total debt was approximately $228.5 million, and cash and
availability on its revolving credit line totaled approximately
$55 million. Additionally, as previously disclosed, IES posted
with its surety provider $17.5 million of cash collateral and $5.0
million in letters of credit through December 31, 2004.

Interest expense for the first fiscal quarter was $8.8 million
compared to $6.5 million for the same fiscal quarter of 2004. The
increase in 2005 is primarily due to a $2.7 million non-cash
charge for marking to market the convertible bond issue.

            Divestitures and Supplemental Financial Data

In its previously announced strategic review, IES assessed its
business units based on consistency of profitability; return on
capital, including capital employed for bonding; construction
spending and growth trends; and management strength. As a result,
IES now views its business units in three broad categories: Core,
Under Review and Planned Divestitures.

The Core units, which include the residential units, have what IES
considers acceptable performance in the above categories. The
units Under Review are businesses that may have underperformed in
some category, necessitating further evaluation to determine
whether or not the unit should be divested. The Planned
Divestiture group is comprised of units that have unacceptable
performance per IES' criteria, and these units will be divested in
order to strengthen and improve the overall quality of IES'
operations.

The Planned Divestiture group was disclosed in an October 28, 2004
press release, as having revenues of $289 million and an operating
loss of $13.1 million in fiscal 2004. As part of a constant
evaluation of business units, that Planned Divestiture list has
changed slightly. The business units that now make up the updated
Planned Divestiture list had fiscal 2004 revenues of $327 million
and an operating loss of $11.7 million.

IES has already sold six of the Planned Divestiture units. During
the fiscal first quarter of 2005, IES completed the sale of
substantially all of the assets of three business units, primarily
serving the commercial segment, for total cash proceeds of $11.8
million. These units had combined revenues of $57.7 million and
operating income of $1.1 million in fiscal 2004. Since the end of
the quarter, the company has sold an additional three units, whose
combined fiscal 2004 revenues and operating income were $44.6
million and $0.1 million respectively, for a combined price of
$7.8 million. IES continues to move forward with its divestiture
process.

                        About the Company

Integrated Electrical Services, Inc. is a leading national
provider of electrical solutions to the commercial and industrial,
residential and service markets. The company offers electrical
system design and installation, contract maintenance and service
to large and small customers, including general contractors,
developers and corporations of all sizes.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2005,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating and 'CCC' subordinated debt rating to Integrated
Electrical Services Inc. -- IES. The outlook is developing.


INTERSTATE BAKERIES: Court Okays Hiring Hilco as Consultant
-----------------------------------------------------------
Hilco Real Estate, LLC, and Hilco Industrial, LLC, are limited
liability companies and members of the Hilco Trading Co., Inc.,
family of companies that are nationally recognized as leaders in
providing liquidation and appraisal services.  J. Eric Ivester,
Esq., at Skadden Arps Slate Meagher & Flom, LLP, tells Judge
Venters that Hilco and its current principals have extensive
experience working with financially troubled companies in complex
financial restructurings and providing a broad range of services
for monetizing assets of all types including machinery, equipment
and real estate.  Hilco's clients include:

    -- WorldCom/MCI,
    -- Pillowtex Corp.,
    -- Burlington Industries,
    -- Jacobson's Department Stores, and
    -- One Price Clothing.

Hilco's food industry experience includes auctioning plants for
Kohl's Stores, Marc Baking, Mary Ann Baking, Primrose Baking,
Sara Lee and Cookie Man, as well as rendering valuations for
Parco Foods, Pate Foods, Perfection Bakeries, Petrie Baking
Pioneer, and Sara Lee.

By this application, Interstate Bakeries Corporation and its
debtor-affiliates seek the U.S. Bankruptcy Court for the Western
District of Missouri's authority to employ a joint venture
composed of Hilco Real Estate and Hilco Industrial, as their
disposition consultant with respect to machinery and equipment and
certain real estate owned or leased by the Debtors.

Pursuant to an Asset Disposition Agreement dated December 21,
2004, Hilco will:

    (a) meet with the Debtors and their representatives to
        ascertain the Debtors' goals, objectives and financial
        parameters for the sale of the Assets in an orderly
        fashion to maximize their value;

    (b) at the Debtors' behest, provide a written valuation of
        any real estate owned or leased by the Debtors;

    (c) develop, design and implement a marketing program for the
        sale of the Assets;

    (d) coordinate and organize the bidding procedures and sale
        processes for the sale of the Assets, utilizing, where
        appropriate, the Standing Bidding Procedures approved by
        the Court at the hearing on December 14, 2004;

    (e) negotiate the terms of agreements with any prospective
        purchaser of the Assets in whole or in part;

    (f) conduct any auctions necessary for the disposition of the
        Assets;

    (g) report to the Debtors and their representatives regarding
        the status of the marketing and sale of the Assets on a
        periodic, as requested basis;

    (h) provide other services as agreed to with the Debtors to
        implement the orderly liquidation of the Assets;

    (i) participate, attend and testify at, where appropriate, all
        Court hearings where approval is sought for any
        transaction involving the Assets; and

    (j) if requested by the Debtors, attend creditors committee
        meetings.

The Debtors agree to pay Hilco under this structure:

    (1) Hilco will have 8.5% of M&E Gross Proceeds less than or
        equal to $10,000,000 and 6.5% of M&E Gross Proceeds in
        excess of $10,000,000;

    (2) Hilco will earn 5.5% of Real Estate Gross Proceeds less
        than or equal to $2,000,000, 3.75% of Real Estate Gross
        Proceeds greater than $2,000,000, but less than or equal
        to $10,000,000, and 3% of Real Estate Gross Proceeds
        greater than $10,000,000.  Real Estate Gross Proceeds will
        also include the present value, at a 7% discount rate, of
        base rent to be received by the Debtors during the initial
        term of any lease that the Debtors, as lessor, enter into
        with respect to a Real Estate Asset.  Hilco will be paid
        directly out of the applicable gross proceeds without
        further Court order;

    (3) To the extent that, at the Debtors' direction, Hilco
        renegotiates or restructures any obligations under a
        Leased Real Estate Asset, Hilco will earn a fee equal to
        4% of the present value, at a 7% discount rate, of the
        total base rent reduction achieved through this
        renegotiation or restructuring.  Any Rent Reduction Fee
        will be paid to Hilco directly without further order of
        the Court.  Specifically, 50% of the Rent Reduction Fee
        will be paid on the later of:

        -- the date the rent reduction agreement is executed;

        -- if Court approval is required, the date the rent
           reduction agreement is approved by the Court; and

        -- the date the Debtors begin to receive the benefit of
           the rent reduction and the balance of the Rent
           Reduction Fee will be paid on the sixth month
           anniversary of the payment;

    (4) To the extent that, at the Debtors' direction, Hilco
        provides a written valuation of Owned Real Estate or a
        Leased Real Estate Asset, Hilco will earn a fee equal to
        $1,000 for the valuation of each parcel of Owned Real
        Estate, and $250 for the valuation of each Leased Real
        Estate Asset;

    (5) To the extent that, at the Debtors' direction, Hilco
        negotiates the waiver or reduction of any claim that would
        have been otherwise asserted under Section 502(b)(6) of
        the Bankruptcy Code in connection with a Leased Real
        Estate Asset, Hilco will be entitled to a fee equal to 4%
        of the distribution that would have been made under any
        plan of reorganization or liquidation confirmed in the
        Debtors' Chapter 11 cases or paid to creditors in a
        Chapter 7 case, as the case may be, on account of an
        unsecured claim in an amount equal to the amount of any
        waiver or reduction;

    (6) To the extent that, at the Debtors' direction, a Leased
        Real Estate Asset is assumed and assigned to a third
        party, Hilco will be entitled to a fee equal to 4% of the
        distribution that would have been made under any plan of
        reorganization or liquidation confirmed in the Debtors'
        Chapter 11 cases or paid to creditors in a Chapter 7 case,
        as the case may be, on account of an unsecured claim in an
        amount equal to the amount of the claim that would
        otherwise have been asserted if the Leased Real Estate
        Asset was not assumed and assigned, provided, however,
        that in the event that there are fees earned by Hilco, it
        will only be entitled to one fee per Leased Real Estate
        Asset;

    (7) Fees due to Hilco will be paid:

        -- whenever the fee can be finally determined under a
           confirmed plan of reorganization; or

        -- in the event of conversion of the case to a Chapter 7
           case, whenever a Chapter 7 trustee can reasonably
           determine the amount of distribution that will be paid
           to unsecured creditors; and

    (8) To the extent that, as part of a sale of substantially all
        of the Debtors' assets, any Assets are included in the
        sale, the Debtors and Hilco will agree on a valuation of
        the Assets included in the sale, which amount will be
        deemed to be M&E Gross Proceeds or Real Estate Gross
        Proceeds, as the case may be.

The Debtors will also reimburse Hilco for pre-approved out-of-
pocket expenses, including, but not limited to, pre-approved
marketing and travel expenses.  In connection with the marketing
of the Assets, Hilco will not incur costs or expenses in excess
of line item amounts set forth in a pre-approved budget without
the Debtors' prior written consent.

Mitchell Kahn, a principal at Hilco, assures the Court that
Hilco:

      (i) does not have any connection with the Debtors, their
          creditors, or any other party-in-interest, or their
          attorneys or accountants;

     (ii) is a "disinterested person" under Section 101(14) of the
          Bankruptcy Code, as modified by Section 1107(b); and

    (iii) does not hold nor represent any interest adverse to the
          Debtors' estate.

                           *     *     *

Judge Venters grants the Debtors' request.  The Court emphasizes
that Hilco is prohibited from holding money or assets on behalf
of the Debtors, unless Hilco has posted a fidelity bond in form
and amount acceptable to the United States Trustee for the
Western District of Missouri.

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

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


J.P. MORGAN: Moody's Puts Ba2 Rating on $1.075MM Class B-4 Certs.
-----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by J.P. Morgan Mortgage Trust and ratings
ranging from Aa2 to B2 to the subordinate certificates in the
deal.

The securitization is backed by hybrid Jumbo mortgage loans.  The
mortgage loans are segregated into five pools for the purposes of
allocating distributions among the Certificates.  All of the
mortgages in Pools 1 and 5 are 7/1 Mortgage Loans, all of the
mortgage loans in Pool 2 are 3/1 Mortgage Loans, all of the
mortgage loans in Pool 3 are 5/1 Mortgage Loans and all of the
mortgage loans in Pool 4 are 10/1 Mortgage Loans.

Approximately 26% of the loans were originated by Chase Manhattan
Mortgage Corporation, 35% by Countrywide Home Loans, Inc., 35% by
Cendant Mortgage Loans, and 4% by Mid America Bank, FSB.  The
mortgage loans were acquired by J.P. Morgan Mortgage Acquisition
Corp.  The ratings are based primarily on the credit quality of
the loans, and on the protection from subordination.

Chase Manhattan Mortgage Corporation, Cendant Mortgage
Corporation, Countrywide Home Loans Servicing LP, and Mid America
Bank FSB, will service the related mortgage loans, and Wells Fargo
Bank, N.A. will act as Master Servicer for all loans.  Moody's has
assigned Chase Manhattan Mortgage Corporation and Countrywide Home
loans Servicing LP its top servicer quality rating (SQ1) as
primary servicers of prime loans.

The complete rating actions are:

  -- J.P. Morgan Mortgage Trust Mortgage Pass-Through
     Certificates Series 2004-A6

     * Class 1-A-1, Adjustable Rate $123,584,300 rated Aaa
     * Class 1-A-2, Adjustable Rate $4,580,000 rated Aa1
     * Class 2-A-1, Adjustable Rate $41,641,100 rated Aaa
     * Class 3-A-1, Adjustable Rate $124,642,300 rated Aaa
     * Class 3-A-2, Adjustable Rate $15,615,400 rated Aaa
     * Class 3-A-3, Adjustable Rate $10,384,600 rated Aaa
     * Class 3-A-4, Adjustable Rate Interest Only rated Aaa
     * Class 4-A-1, Adjustable Rate $69,113,900 rated Aaa
     * Class 5-A-1, Adjustable Rate $23,833,300 rated Aaa
     * Class 5-A-2, Adjustable Rate, $915,800 rated Aa1
     * Class 5-A-3, Adjustable Rate, Interest Only rated Aaa
     * Class A-R, Adjustable Rate, $100 rated Aaa
     * Class B-1, Adjustable Rate, $5,808,400 rated Aa2
     * Class B-2, Adjustable Rate, $4,302,290 rated A2
     * Class B-3, Adjustable Rate, $2,366,260 rated Baa2
     * Class B-4, Adjustable Rate, $1,075,570 rated Ba2
     * Class B-5, Adjustable Rate, $645,340 rated B2


LAIDLAW INT'L: Jeffrey McDougle Acquires 2,500 Common Shares
------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission on February 3, 2005, Jeffery McDougle, Laidlaw
International, Inc.'s Vice President and Treasurer, reports that
he acquired 2,500 shares of Laidlaw International Common Stock on
Feb. 2 and disposed of 600 shares of Laidlaw Common Stock at
$21.59 per share on the same day.

As of February 2, 2005, Mr. McDougle beneficially owns 6,900
shares of Laidlaw International Common Stock.

Mr. McDougle reports that also holds 7,500 Deferred Shares.  One
share of common stock will be issued for each deferred share,
vesting in four equal installments of 25% each, with 2,500 shares
subject to the original grant having vested on February 2, 2005,
the first anniversary of the grant date, and 2,500 shares
scheduled to vest on each of February 2, 2006, 2007 and 2008.

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.


LAS VEGAS LODGING: Case Summary & 33 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Las Vegas Lodging Development, LLC
             c/o Gordon & Silver. Ltd.
             3960 Howard Hughes Parkway, Ninth Floor
             Las Vegas, Nevada 89109
             Tel: (702) 796-5555

Bankruptcy Case No.: 05-11025

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Moscow Inn-Vestments, LLC                  05-11029

Type of Business: Subject to a Receivership Order, the Debtors
                  operate and manage an 87-room hotel under the
                  AmeriHost Inn nameplate, located at 4035 North
                  Nellis Blvd. in North Las Vegas, Nevada.  The
                  hotel was built in July 2002, and began life as
                  part of the Hampton Inn chain.  That franchise
                  deal fell apart.  Because of a on-going dispute
                  with Cendant Corporation, the AmeriHost Web site
                  and reservation center show no rooms are ever
                  available.  The Debtors intends to dump the
                  AmeriHost name and join a third hotel chain.
                  Ashley Hall was appointed to serve as the
                  Receiver for the hotel on Aug. 26, 2004, by the
                  Eighth Judicial District Court in Clark County,
                  Nevada (Case No. A490797).

Chapter 11 Petition Date: February 15, 2005

Court:  District of Nevada (Las Vegas)

Judge:  Bruce A. Markell

Debtors' Counsel: Ambrish S. Sidhu, Esq.
                  Gerald M. Gordon, Esq.
                  Thomas H. Fell, Esq.
                  Gordon & Silver, Ltd.
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, Nevada 89109
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666

Total Assets: $1 million to $10 million

Total Debts:  $1 million to $10 million

A.  Las Vegas Lodging Development, LLC's 14 Largest Unsecured
    Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Paul Block, et al.               Promissory Note      $1,385,633
c/o JMK Investments, Ltd.        dated July 1, 2002
630 Trade Center Drive           as amended
Las Vegas, NV 89119

Hilton Hotels Corporation        Franchise License      $405,422
Attn: Ted C. Raynor              Agreement
VP and Senior Counsel
755 Crossover Lane
Memphis, TN 38117-4900

Clark County Treasurer           Room Tax               $207,556
c/o Bankruptcy Clerk
500 South Grand Central Parkway
PO Box 551401
Las Vegas, NV 89155-1220

Cendant Corporation              Franchise Fees         $138,597
Attn: Christopher Nowak, Esq.
One Campus Drive
Parsippany, NJ 07054-0642

Internal Revenue Service         941-2004 2nd and        $47,000
Special Procedures Function      3rd quarters

Ashley Hall & Associates         State Court             $11,600
                                 Receiver Fees

Vendor Capital Group             Lease Payment            $8,598

Layton, Layton & Tobler          Accounting Fees          $8,192
                                 Owed to Receiver's
                                 Accountant

Triad Leasing & Financial, Inc.  Lease Payment on         $1,538
                                 Phone System

James Adam Law Group             Legal Fees for           $1,520
                                 Receiver's Attorney

Sprint                           Trade Debt                 $479

Thyssenkrupp Elevator            Trade Debt                 $202
Corporation

Farmers Brothers Company         Trade Purveyor              $42

Cintas Corporation               Trade Purveyor              $22


B.  Moscow Inn-Vestments, LLC's 19 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Hilton Hotels Corporation        Franchise License      $288,054
Attn: Ted C. Raynor              Agreement
VP and Senior Counsel
755 Crossover Lane
Memphis, TN 38117-4900

Riverview Community Bank         Litigation             $214,635
c/o Heurlin Potter
Attn: Stephen G. Leatham
PO Box 611
Vancouver, WA 98666

Idaho State Tax Commission       Sales/Use Tax and       $28,000
1118 F. Street
Lewiston, ID 83501

Fork Refrigeration, Inc.         Trade Debt              $17,033
PO Box 9364
Moscow, ID 83843-0117

Remington Insurance Agency       Trade Debt              $12,417
203 East Third Street
Moscow, ID 83843

Clark & Feeney                                            $8,149
Attorneys at Law
PO Drawer 285
Lewiston, ID 83501

Guest Distribution               Trade Debt               $5,993

Avista Utilities                 Trade Debt               $3,451

Food Services of America         Trade Debt               $3,261

B&C Telephone Inc.               Trade Debt               $2,767

Cintas Corporation (RAC)         Trade Debt               $2,516

Moscow Building Supply           Trade Debt               $2,468

City of Moscow                                            $2,163

Traveler Discount Guide          Trade Debt               $1,829

Federal Express                  Trade Debt               $1,755

KXLY News Radio                  Trade Debt               $1,300

Patriot Fire Protection          Trade Debt               $1,193

MSI Multi-Systems Inc.           Trade Debt               $1,149

Ecolab Inc.                      Trade Debt               $1,083


LAS VEGAS SANDS: 98% of Noteholders Agree to Amend Mortgage Notes
-----------------------------------------------------------------
Las Vegas Sands Corp.'s (NYSE: LVS) subsidiaries, Las Vegas Sands,
Inc. and Venetian Casino Resort, LLC, have received the consents
necessary to adopt the proposed amendments to the indenture
governing their 11% Mortgage Notes Due 2010 in connection with
their previously commenced tender offer and related consent
solicitation for any and all of the outstanding notes.  A total of
approximately $542.3 million, or over 98% in aggregate principal
amount of the outstanding Notes, were validly tendered and not
validly withdrawn before 5:00 p.m. New York City time on Feb. 14,
2005.  The Offer and Consent Solicitation is scheduled to expire
at 12 midnight, New York City time, on Tuesday, March 1, 2005.

The Issuers, U.S. Bank National Association, as trustee, and the
note guarantors named in the Indenture have executed a Third
Supplemental Indenture setting forth amendments to eliminate most
of the restrictive covenants and certain events of default from
the Indenture.  The amendments will become operative upon the
acceptance for purchase of any note validly tendered by the
Consent Time and not withdrawn.  Such amendments to the Indenture,
once operative, will be binding upon all holders of the notes,
including those not tendering pursuant to the Offer.

This news release is not an offer to purchase, a solicitation of
an offer to sell or a solicitation of consent with respect to any
securities. The Offer is being made solely by the Offer to
Purchase and Consent Solicitation Statement dated Feb. 1, 2005.

                        About the Company

Las Vegas Sands Corp. is a hotel, gaming, resort and
exhibition/convention company headquartered in Las Vegas, Nevada.
The company owns The Venetian Resort Hotel Casino and the Sands
Expo and Convention Center, where it hosts exhibitions and
conventions, in Las Vegas and the Sands Macao in the People's
Republic of China Special Administrative Region of Macau. The
company is also developing additional casino hotel resort
properties in Macau, including the Macao Venetian Casino Resort.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Moody's Investors Service assigned a B2 rating to Las Vegas Sands
Corp.'s (NYSE:LVS) proposed $250 million senior unsecured notes
due 2015. Moody's also assigned a B1 senior implied rating, B3
long-term issuer rating, positive ratings outlook, and SGL-3
speculative grade liquidity rating.

Las Vegas Sands Corp. is a holding company that owns 100% of Las
Vegas Sands, Inc. Las Vegas Sands Corp. completed an initial
public offering of its common stock in December 2004.

Moody's also assigned a B1 rating to Las Vegas Sands, Inc.'s and
Venetian Casino Resorts, LLC's (the Restricted Group) proposed
$400 million senior secured term loan B add-on and $275 million
senior secured revolving credit facility availability add-on.
Existing Restricted Group ratings were confirmed.

Once the transaction closes, the Restricted Group's B1 senior
implied, B3 long-term issuer, and speculative grade liquidity
ratings will be withdrawn. Although these ratings will be located
at the highest rated entity, once the new transactions close,
Moody's ratings and analysis will continue to reflect the credit
profile and financing structure of the Restricted Group.

The ratings reflect the Restricted Group's continued operating and
financial improvements, favorable outlook for the Las Vegas Strip,
successful expansion efforts to date, and good risk/reward profile
of the $1.6 billion Palazzo Casino Resort (Phase II) development
which should further enhance the competitive position and overall
asset quality of the Company. The ratings also reflect the
popularity and quality of Venetian's casino property and the
position of Las Vegas as one of the largest entertainment markets
and trade show destinations in the U.S.

The positive outlook considers the recent redemption of almost
$300 million of the Restricted Group's 11% second priority
mortgage notes due 2011, using the proceeds of the recent initial
public offering, as well as the lower financing costs that will
likely result from the proposed transactions. The proposed
transactions are designed to replace the remaining $844 million of
11% second priority mortgage notes due 2011 with lower cost debt.

The positive outlook also incorporates Moody's expectation that
the Company's Macau casino development will be self-financing and,
as a result, will not absorb Restricted Group cash flow. The
positive rating outlook does not anticipate a major acquisition
and significant expansion activity by the Restricted Group other
than those currently being pursued.

A ratings upgrade is possible within the next 12-18 month period
to the extent operating results continue to improve and Restricted
Group debt/EBITDA, including holding company debt guaranteed by
the Restricted Group, approaches a range of between 4.0 to 4.5
times (x). Restricted Group debt/EBITDA at the end of fiscal year
2004 was about 5.4x.

The SGL-3 reflects the Restricted Group's considerable reliance on
its bank facility over the next 12-18 months. Proceeds from the
proposed bank facility and entire senior unsecured note offering
will be used to repurchase or redeem the Restricted Group's
outstanding 11% mortgage notes due 2011 and pay financing fees and
expenses.

The bank facility will also be used to finance a portion of the
design, development and pre-opening costs of the Palazzo Casino
Resort that is currently scheduled to open in the first quarter of
2007. In addition to using debt to finance a portion of the
Palazzo project, the Company also has available to it a portion of
the proceeds from the May 2004 sale of the Grand Canal Shoppes
that raised $766 million in gross proceeds.

The upsized senior secured bank facility will be comprised of a
$400 million 5-year senior secured revolver, a $1.065 billion
6-year senior secured tranche B funded term loan, and a $105
million senior secured delayed draw tranche B term loan.

Although the new senior unsecured notes will be issued by Las
Vegas Sands Corp., a holding company outside of the Restricted
Group structure, they will be jointly and severally guaranteed on
senior unsecured basis by the same existing and future domestic
subsidiaries that guarantee the Restricted Group's senior secured
bank debt. The Restricted Group's upsized bank agreement will
include a provision that allows the Restricted Group to make debt
service payments towards Las Vegas Sands Corp.'s new senior
unsecured notes without being limited by a restricted payments
covenant.

The new ratings assigned to Las Vegas Sands Corp. are:

    * $250 million senior unsecured notes due 2015 -- B2;

    * Senior implied rating -- B1;

    * Long-term issuer rating -- B3;

    * Speculative grade liquidity rating -- SGL-3; and

    * Positive rating outlook.

The new ratings assigned to the Restricted Group:

    * $400 million senior secured term loan B due 2011 add-on --
      B1; and

    * $275 million senior secured revolving credit facility due
      2010 add-on -- B1.

The existing ratings for the Restricted Group confirmed are:

    * $105 million senior secured delayed draw term loan B due
      2011, at B1;

    * $125 million senior secured revolver due 2009, at B1; and

    * $665 million senior secured term B loan due 2011, at B1;

The existing ratings for the Restricted Group were confirmed, and
will be withdrawn once the new senior unsecured notes and upsized
bank facility become effective:

    * Senior implied rating, at B1;

    * Long-term issuer rating, at B3;

    * Speculative grade liquidity rating, at SGL-3;

    * $115 million senior secured delayed draw term loan A due
      2009, at B1; and

    * $844 million 11% second priority mortgage notes due 2010, at
      B2.


LB-UBS COMMERCIAL: Fitch Puts Low-B Ratings on Six Classes
----------------------------------------------------------
Fitch Ratings affirms LB-UBS Commercial Mortgage Trust commercial
mortgage pass-through certificates, series 2002-C4:

      -- $46.2 million class A-1 at 'AAA';
      -- $90 million class A-2 at 'AAA';
      -- $132.8 million class A-3 at 'AAA';
      -- $86 million class A-4 at 'AAA';
      -- $850.5 million class A-5 at 'AAA';
      -- Interest-only classes X-CL, X-CP and X-VF at 'AAA';
      -- $18.2 million class B at 'AA+';
      -- $20 million class C at 'AA';
      -- $20 million class D at 'AA-';
      -- $12.7 million class E at 'A+';
      -- $16.4 million class F at 'A';
      -- $10.9 million class G at 'A-';
      -- $12.7 million class H at 'BBB+';
      -- $12.7 million class J at 'BBB';
      -- $12.7 million class K at 'BBB-';
      -- $20 million class L at 'BB+';
      -- $7.3 million class M at 'BB';
      -- $7.3 million class N at 'BB-';
      -- $3.6 million class Q at 'B';
      -- $1.8 million class S at 'B-';
      -- $3.6 million class T at 'CCC'.

Fitch does not rate the $7.3 million class P or the $16.4 million
class U certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the January 2005
distribution, the pool's aggregate principal balance has been
reduced by 3.2% to $1.41 billion from $1.46 billion at issuance.

Currently, there is one loan (0.2%) in special servicing which is
secured by a 117,103 square foot office building located in
Norwalk, Connecticut.  As of June 2004, the property was 34%
occupied.  The borrower is actively marketing the vacant space in
an effort to stabilize net cash flow.  The loan remains current.

As part of its analysis, Fitch reviewed the five credit assessed
loans (44.5% of the pool).  Westfield Shoppingtown Valley Fair
Mall (20.3%), 605 Third Avenue (11.4%), 1166 Avenue of the
Americas (5.9%), Hamilton Mall (5.4%), and the Horizon Portfolio
(1.5%) have performed at or better than at issuance.  Fitch will
review the year-end 2004 performance data when it becomes
available.


LIN TV: 88% of Noteholders Agree to Amend Senior Note Indenture
---------------------------------------------------------------
LIN TV Corp. (NYSE: TVL) disclosed that the cash tender offer for
all of the outstanding 8% Senior Notes due 2008 of its wholly
owned subsidiary, LIN Television Corporation, expired on Feb. 15,
2005, at 9:00 a.m., New York City time.  LIN Television
Corporation received tenders from holders of approximately
$145.9 million, or 88%, in aggregate principal amount of the
outstanding 8% senior notes, all of which were accepted for
payment on Feb. 1, 2005.  In conjunction with the tender offer,
LIN Television Corporation solicited and obtained consents from
requisite holders of the 8% senior notes to amend the indenture
under which the notes were issued to eliminate substantially all
of the restrictive covenants and certain events of default
contained in the indenture.

LIN Television Corporation has notified the trustee for the 8%
senior notes that it is calling for redemption on March 17, 2005,
all of the remaining $20,510,000 in aggregate principal amount of
8% senior notes outstanding and not tendered in the tender offer
at a redemption price of $1,040.00 per $1,000 principal amount of
such notes, plus accrued and unpaid interest to, but excluding,
the Redemption Date.  LIN Television has instructed the trustee to
mail the redemption notice to the registered holders of the 8%
senior notes.

J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc.
acted as Dealer Managers and Solicitation Agents and Global
Bondholder Services Corporation acted as Information Agent for the
tender offer and related consent solicitation.

                        About the Company

LIN TV Corp. owns or operates its network of about 25 TV stations.
Its properties are located in the Midwest (WISH-TV, Indianapolis),
Northeast (WWLP-TV; Springfield, Massachusetts), and South (KXAN-
TV and KNVA-TV, Austin).

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Moody's Investors Service assigned LIN TV Corp.'s $175 million of
senior subordinated add on notes a B1 rating and affirmed the
company's existing ratings including its Ba2 senior implied and
SGL-2 speculative grade liquidity ratings.

LIN TV's ratings continue to reflect the Company's good operating
performance, particularly relative to its peers and meaningful
asset value offset by concerns regarding potential event risk as
well as the company's vulnerability to the cyclical nature of the
advertising cycle and longer term concerns regarding the decline
in television audiences.  The rating outlook is stable.

Proceeds will be used to tender for the Company's senior notes.

The ratings affirmed are:

   * Ba2 Senior Implied Rating,

   * Ba3 Senior Unsecured Issuer Rating,

   * SGL-2 Speculative Grade Liquidity rating,

   * Ba1 Senior Secured Revolver - $191 million,

   * Ba1 Senior Secured Term B - $175 million,

   * Ba3 rated Senior Notes -- Tender Offer in process,

   * B1 Senior Subordinated Debentures - $200 million, and

   * B1 Senior Subordinated Notes - $110 million.


MASONITE INT'L: Posts $27.3 Million of Net Income in 4th Quarter
----------------------------------------------------------------
Masonite International Corporation (TSX:MHM)(NYSE:MHM) reported
its results for the fourth quarter and year ended Dec. 31, 2004.

The Company's fourth quarter and fiscal year 2004 earnings were
impacted by plant closure, employee consolidation and transaction
charges.  The total impact of these items was $9.7 million pre-tax
and is included in Other Expense.

Sales for the three-month period ended December 31, 2004, were
$570.2 million, a 25% increase over the $455.9 million reported in
the same period in 2003.  For the year ended December 31, 2004,
sales were $2.2 billion, compared to $1.8 billion reported in the
same period in 2003.

Net income for the three-month period ended December 31, 2004 was
$27.3 million compared to $29.2 million reported in the same
period in 2003.  Earnings per share were $0.50 for the three-month
period compared to $0.54 per share in the same period in the prior
year.  Net income for the year ended December 31, 2004, was
$128.0 million compared to $107.7 million reported in the same
period in 2003.  Earnings per share were $2.34 for the year
compared to $2.00 per share for the year ended December 31, 2003.

Organic sales growth was 8% in the fourth quarter and 12% for the
year ended December 31, 2004.  EBITDA margins declined slightly in
the fourth quarter of 2004 compared to the fourth quarter of 2003
principally because of material and transportation cost increases
not being fully offset by price increases.  Costs continue to
increase for petroleum-based products such as resins and foam, as
well as for steel used in the Company's exterior doors.
Continuous effort is being made to manage the impact of these cost
increases, including cost saving and pricing initiatives.

Depreciation and amortization expense is up $15 million from 2003
and has increased steadily each quarter, in part due to the five
acquisitions completed during the year.  As part of the purchase
accounting for these acquisitions, certain amortizing intangible
assets, including customer lists, have been recorded and are being
amortized over their useful lives.

Included in Other Expense in the fourth quarter are:

   (1) costs associated with the shutdown of the Company's
       Richmond, Indiana exterior steel door plant;

   (2) the transfer of the Seoul, South Korea post forming molded
       door facing production to another facility;

   (3) the consolidation of senior operating management in the
       Company's Tampa, Florida headquarters; and

   (4) the previously announced transaction with Kohlberg Kravis
       Roberts & Co. -- KKR.

The shutdown of the Richmond operation, the Company's smallest
exterior door facility acquired in the Johnson Door transaction in
1997, is part of the Company's ongoing program of rationalization
of exterior door capacity and standardization of exterior door
production and product specifications.  The charges at the South
Korea operation are the result of transferring all of that
facility's molded door facing production to the Company's molded
door facing plant in Malaysia, which was acquired in the third
quarter of 2004.  Employee consolidation in the Company's Tampa
headquarters, which included employee transfer and severance
costs, is the completion of the consolidation in Tampa of key
operating executives that began with the shutdown of the former
Masonite Corporation Chicago headquarters in 2002. The Company has
incurred significant legal, accounting and other costs related to
the proposed KKR transaction.

The Richmond facility shutdown resulted in a charge to Other
Expense of $4.2 million, primarily for severance and asset
impairment charges.  The transfer of the South Korea production
resulted in a charge to Other Expenses of $0.6 million, primarily
for employee termination costs.  At this time, the Company expects
that in the first quarter of 2005 an additional $1.5 million will
be incurred for the Richmond shutdown and the South Korea
termination costs.  The senior operating employee transfer and
severance costs resulted in a charge to Other Expense of
$2.4 million.  The legal, accounting and other costs related to
the proposed KKR transaction resulted in a charge to Other Expense
of $2.5 million.

The Company's net working capital balance increased $42 million to
$427 million as at December 31, 2004, from $385 million at
December 31, 2003.  The rise is primarily the result of an
increase in inventory from the third quarter to the fourth quarter
of 2004 of approximately $30 million.  The inventory increase
occurred primarily because of a buildup of finished goods related
to retail sales in January as well as the delayed receipt of raw
materials, including steel, molded door facings and pine products,
from offshore sources due to earlier shipping capacity shortages
that occurred throughout 2004.

In view of the shareholder meeting tomorrow, February 18, the
Company will not be hosting a fourth quarter and year-end results
conference call.

Masonite is a unique, integrated building products company with
its Corporate Headquarters in Mississauga, Ontario, Canada and its
International Administrative Offices in Tampa, Florida.  Masonite
operates more than 70 facilities with over 12,000 employees
worldwide, spanning North America, South America, Europe, Asia,
and Africa.  Masonite sells its products -- doors, components,
industrial products and entry systems -- to a wide variety of
customers in over 50 countries.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2004,
Standard & Poor's Ratings Services placed ratings on Mississauga,
Ontario-based Masonite International Corp., including its 'BB+'
long-term corporate credit rating on CreditWatch with negative
implications.  The CreditWatch placement follows the announcement
that it is to be acquired by an affiliate of Kohlberg Kravis
Roberts & Co. -- KKR -- in a transaction valued at C$3.1 billion.


MCCANN: Wants to Settle Lawsuit Against the U.S. Govt. for $300K
----------------------------------------------------------------
Lee E. Buchwald, the chapter 11 Trustee of McCann, Inc., asks the
U.S. Bankruptcy Court for the Southern District of New York for
authority to settle and compromise its lawsuit filed against the
United States of America.

On May 26, 2001, McCann filed a complaint against the government
in the U.S. District Court for the Eastern District of New York
seeking $1,652,263 delay damages related to the construction of
the Mid-Island processing and distribution center post office
located in Melville.

The Trustee tells the Court that the Government agrees to pay
$300,000 to settle all claims for delay with respect to the
project upon approval by the Court.

Mr. Buchwald believes that the settlement is fair and reasonable
since pursuing the case in Court will add expenses to the estate.
In addition, the Trustee acknowledges that the complaints filed
against the government are difficult to pursue based on their
merits.

Headquartered in New York, New York, McCann, Inc., is a commercial
interior general contracting company.  On April 15, 2004, a group
of creditors filed an involuntary Chapter 7 petition against
McCann, Inc.  On June 23, 2004, the Debtor exercised its right
under Sec. 706(a) of the Bankruptcy Code to convert its bankruptcy
case to a Chapter 11 case, and an order for relief was entered on
June 25, 2004 (Bankr. S.D.N.Y. Case No. 04-12596 (SMB)).  On July
22, 2004, the court appointed Lee E. Buchwald to serve as Chapter
11 Trustee.  Mr. Buchwald hired Scott S. Markowitz, Esq., at
Todtman, Nachamie, Spizz & Johns, P.C., as his counsel.


MERIT SECURITIES: Fitch Downgrades Class B-3 Rating to B
--------------------------------------------------------
Fitch Ratings takes these rating actions on Merit Securities
Corp., series 11:

      -- Classes 2A-3 and 3A-1 affirmed at 'AAA';
      -- Class B-1 affirmed at 'AA';
      -- Class B-2 affirmed at 'A';
      -- Class B-3 downgraded to 'B' from 'BBB'.

The downgrade reflects the poor performance of the collateral pool
and its potential impact on the above-referenced subordinate
certificates.  Downgrades affect approximately $20 million of
certificates while the affirmations affect $104.6 million.

The downgrades reflect collateral losses higher than initial
expectations.  A key to the poor performance of the collateral is
the high percentage of manufactured housing loans remaining in the
pool.  Manufactured housing loans typically experience a higher
rate of default and higher loss severities on liquidated loans.
At origination, the collateral consisted of over 90% single
family-detached units, 13% manufactured housing and 9% planned
unit developments.  Currently, the collateral is comprised of over
77% manufactured housing, 18% single family detached unites and
less than 1% planned unit developments.

Credit Enhancement in the form of over-collateralization -- OC
-- declines at a rate of between 15-20 basis points - bps -- a
month.

This transaction's pool factor (the percentage of mortgage
principal outstanding to the initial mortgage pool at closing) is
just over 13%.  The loans supporting Merit 11 were originated and
continue to be serviced by Origen Financial, previously under the
name Dynex Financial, Inc.

Further information is available on the Fitch Ratings web site at
http://www.fitchratings.com/


MERRILL LYNCH: Fitch Maintains Junk Rating on $29M Mortgage Certs.
------------------------------------------------------------------
Fitch Ratings affirms Merrill Lynch Mortgage Investors, Inc.'s
commercial mortgage pass-through certificates, series 1995-C3:

      -- $22 million class C at 'AAA';
      -- $38.6 million class D at 'AAA';
      -- Interest-only class IO-2 at 'AAA';
      -- $45.1 million class E at 'A-';
      -- $29 million class F remains at 'CCC'.

Fitch does not rate the $1.9 million class G.

The affirmations are the result of stable collateral performance,
loan amortization, and payoffs.  As of the January 2005
distribution date, the transaction's aggregate principal balance
has been reduced 62.9% to $136.6 million from $643.6 million at
issuance.

There are two loans in special servicing (8.4%), one of which is
real estate owned - REO -- (5.1%).  The REO is a 48,826-square-
feet retail property located in Orlando, Florida.  The loan
transferred to special servicing in August 2002 due to monetary
default, and was subsequently foreclosed in October 2004.  Fitch
expects losses upon the sale of the property.  The loss is
expected to impact class F.

The other specially serviced loan (3.3%) is a 308-unit apartment
complex located in Dallas, Texas.  The loan transferred to the
special servicer in June 2004 due to monetary default.  The loan
has been brought current.


MERRILL LYNCH: Moody's Lifts Rating on Series 1995-C2 Certificates
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of five classes of Merrill Lynch Mortgage
Investors, Inc., Mortgage Pass-Through Certificates, Series
1995-C2 as:

   * Class A-1, $14,201,058, WAC, affirmed at Aaa
   * Class A-2, $3,839,928, WAC, affirmed at Aaa
   * Class IO, Notional, affirmed at Aaa
   * Class B, $10,106,853, WAC, affirmed at Aaa
   * Class C, $12,136,485, WAC, upgraded to Aaa from Aa2
   * Class D, $12,126,337, WAC, upgraded to Aa2 from A3
   * Class E, $9,602,771, WAC, upgraded to Ba1 from Ba2
   * Class F, $9,777,429, WAC, affirmed at B3

As of the January 18, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 92.3% to
$73.9 million from $962.4 million at securitization.  The
Certificates are collateralized by 33 loans secured by commercial
and multifamily properties.

The loans range in size from less than 0.1% to 11.2% of the pool,
with the top ten loans representing 55.4% of the pool.  Eleven
loans have been liquidated from the pool resulting in aggregate
realized losses of approximately $25.4 million.

There are no loans in special servicing.  Fourteen loans,
representing 35.7% of the pool, are on the master servicer's
watchlist.  The trust has realized interest shortfalls due to
appraisal reductions, special servicing fees and trust expenses.
As of the January 2005 distribution date, unrated Class G has
experienced interest shortfalls of approximately $2.4 million.

Moody's was provided with year-end 2003 operating results for
95.9% of the pool and limited operating results for partial year
2004.  Moody's weighted average loan to value ratio ("LTV") is
62.5%, compared to 63.9%, excluding specially serviced loans at
Moody's last full review in June 2003 and 64.5% at securitization.
Based on Moody's analysis, 10.4% of the pool has a LTV greater
than 100.0%, compared to 8.6% at Moody's last review.  The upgrade
of Classes C, D and E is due to increased subordination levels and
stable pool performance.

The top three loans represent 25.3% of the outstanding pool
balance.  The largest loan is the Greenville Medical Tower Loan
($8.3 million - 11.2%), which is secured by a 77,000 square foot
medical office building located in Dallas, Texas.  The property is
98.0% occupied.  Moody's LTV is 78.8%, essentially the same as at
last review.

The second largest loan is the Mesa Kmart Loan ($5.2 million -
7.1%), which is secured by an 115,000 square foot single tenant
retail property located in Mesa, Arizona.  The property is
occupied by Kmart on a lease that expires in March 2019.  Moody's
LTV is 74.0%, compared to 77.9% at last review.

The third largest loan is the Kmart Loan ($5.2 million - 7.0%),
which is secured by an 115,000 square foot single tenant retail
property located in Glendale, Arizona.  The property is occupied
by Kmart on a lease that expires in April 2019.  Moody's LTV is
80.9%, compared to 83.1% at last review.

The pool's collateral is a mix of retail (44.1%), office (33.4%),
multifamily (14.9%) and industrial (7.6%).  The collateral
properties are located in 16 states.  The highest state
concentrations are Arizona (16.3%), California (15.0%), Tennessee
(12.5%), Texas (11.3%) and Georgia (11.2%).  All of the loans are
fixed rate.  The weighted average remaining term for the pool is
63 months; however, 41.4% of the pool matures within the next 12
months, including six loans representing 28.1% of the pool, which
mature in August 2005.


MIRANT CORP: Gets Court Nod to Modify Cash Management Procedures
----------------------------------------------------------------
On October 30, 2003, the U.S. Bankruptcy Court for the Norterhn
District of Texas entered an Amended Order authorizing Mirant
Corporation and its debtor-affiliates to obtain postpetition
financing from General Electric Capital Corporation, as agent, and
grant liens and superpriority claims.

The Amended DIP Order contains a comprehensive settlement among
the Debtors and the Official Committee of Unsecured Creditors
appointed in the Debtors' Chapter 11 cases, which modifies the
Debtors' cash management procedures.  Among other things, the
Modified Cash Management Procedures granted junior liens and
superpriority claims in connection with all intercompany
transfers.  The Modified Cash Management Procedures also placed
limitations on the amount of Intercompany Loans -- exclusive of
certain ordinary course transfers -- that may be outstanding at
any one time.  Specifically, paragraph 30(g) of the Amended DIP
Order provides:

     "(g) The aggregate principal amount of borrowings in
     respect of any Intercompany Loans, exclusive of any
     intercompany transfer of goods and/or services for
     value incurred in the ordinary course of business and
     consistent with prior practice (which shall be settled
     in a manner consistent with past practice), incurred
     by each Sub-Group may not exceed the amount set forth
     against the name of such Sub-Group []:

          Sub-Group            Amount
          ---------            ------
          MIRMA Sub-Group      $200 million

          MAG Sub-Group        $150 million

          MAEM                 $100 million

          Mirant Sub-Group     $100 million; provided that,
                               that certain Intercompany
                               Loan existing as of the date
                               of this Order between Mirant,
                               as borrower, and MAEM, as
                               lender, shall not be included
                               for the purposes of
                               calculating the Mirant
                               Sub-Group's borrowings in
                               respect of Intercompany
                               Loans.

     ;provided that the Debtors' failure to comply with
     the foregoing restrictions shall not limit the amount
     or priority of (i) any 365(c)(1) superpriority
     administrative expense claims granted pursuant to
     paragraph (c) herein, or (ii) any Lien or security
     interest granted pursuant to paragraph (d) herein.
     Notwithstanding the foregoing, the principal amount of
     borrowings by MAEM from the MIRMA Sub-Group and the MAG
     Sub-Group in the aggregate shall not exceed at any time
     the outstanding balance in respect of the MAEM/Mirant
     Intercompany Loan."

The purpose of restricting the Intercompany Loan amounts
outstanding at any one time is to protect the assets of one Debtor
or group of Debtors from being depleted as a result of the funding
another Debtor's losses.

Mirant Americas Energy Marketing, LP, acts as asset manager for
the Debtors' North American generation business.  In its capacity
as asset manager, MAEM contracts with third parties to:

   -- supply the fuel used by asset companies to generate power;

   -- selling off-take generated by the asset companies; and

   -- hedging the fuel and off-take requirements of the asset
      companies.

MAEM is often required to prepay or collateralize with cash or
letters of credit its obligations to those third parties.

Historically, MAEM does not require the asset companies to credit
support their obligations to MAEM as asset manager.

At present, the underlying obligations between MAEM and the asset
companies relating to MAEM's asset management activities are
automatically credit-enhanced pursuant to the terms of the Amended
DIP Order.  Additionally, consistent with prior practice, those
obligations are not cash-collateralized in the sense that "cash is
not transferred by the asset companies to MAEM" to support the
transaction's collateral requirements.  Consequently, regardless
of whether MAEM is required to post cash collateral with its
third-party counterparties on account of asset management
activities, no cash is transferred from the asset companies to
MAEM on account of the activities until the underlying obligations
are actually settled.

To date, the Debtors have treated cash transfers from the asset
companies to MAEM to support MAEM's asset management collateral or
other liquidity requirements as Intercompany Loans not within the
ordinary course of business and therefore subject to the Borrowing
Limitations set forth in paragraph 30(g) of the Amended 7DIP
Order.

                         MAEM's Business

During the pendency of the Debtors' Chapter 11 cases, MAEM has not
been a net cash generator as most of the gross margin realized by
the Debtors' North American enterprise is passed through to the
asset companies and any gross margin attributable to MAEM's
proprietary business has been consumed by "unreimbursed" cash
losses from continued service of the PEPCO back-to-back agreements
and, prior to their expiration, the PEPCO TPA agreements.  From
time to time, due to commodity price volatility, MAEM's collateral
requirements have been substantial and its liquidity constrained.
MAEM's liquidity, however, is substantially consumed by its asset
management activities from which the asset companies depend upon
and receive the direct benefits.  In fact, if MAEM's liquidity
were to be constrained beyond acceptable limits, the remainder of
the Debtors' North American enterprise would suffer the greatest
harm.

                   Proposed Modifications to
                 the Cash Management Procedures

As MAEM is the sole party that bears the burden of posting
collateral to run the entire North American enterprise, it is not
surprising that MAEM has been liquidity challenged.  Nevertheless,
the Debtors as an enterprise possess substantial liquidity in the
form of hundreds of millions of dollars of excess cash in addition
to continued DIP Facility availability.  The excess cash, however,
is not available presently to MAEM due to the Borrowing
Limitations set forth in the Amended DIP Order.

In consultation with each of the Creditors Committees, the Debtors
have determined that it is in the best interests of all of the
operating estates to make additional liquidity available to MAEM.
The Debtors believe the most effective way to accomplish that goal
is to modify the cash management procedures contained in the
Amended DIP Order to exclude from the Borrowing Limitations
intercompany transfers made to supporting asset management
activities, subject to certain other terms and restrictions.

In particular, the Debtors propose to exclude from the Borrowing
Limitation borrowings made by MAEM from the non-MAEM Sub-Groups in
amounts equal to the sum of cash collateral posted and cash
prepayments made to third-parties on account of transactions
entered into by MAEM for the benefit of the members of the
non-MAEM Sub-Groups.  These Collateral Borrowings will be
allocated pro rata among the non-MAEM Sub-Groups and adjusted bi-
monthly based upon the amount of outstanding cash collateral
posted and prepayments made by MAEM on behalf of the members of
each of the non-MAEM Sub-Groups.

For so long as a Collateral Borrowing remains outstanding, MAEM
will be required to use commercially reasonable efforts to ensure
that daily cash balances are maintained below $25 million;
provided, however, that in no event may daily cash balances at
MAEM exceed $25 million at the close of business for three
consecutive business days.

                        *     *     *

Judge Lynn authorizes the Debtors to modify the Cash Management
Procedures pursuant to the Amended DIP Order.

Paragraph 30(g) of the Amended DIP Order is revised to provide
that:

     "The aggregate principal amount of borrowings in
     respect of any Intercompany Loan, exclusive of (i) any
     intercompany transfer of goods and/or services for
     value incurred in the ordinary course of business of
     business and consistent with prior practice (which
     shall be settled in the manner consistent with prior
     practice), and (ii) amounts borrowed by MAEM from the
     non-MAEM Sub-Groups in an amount equal to the sum of
     cash collateral posted and cash prepayments made to
     third parties on account of transactions entered into
     by MAEM for the benefit of the members of the non-MAEM
     Sub-Groups incurred by each Sub-Group may not exceed
     the amount set forth against the name of that
     Sub-Group:

          Sub-Group            Amount
          ---------            ------
          MIRMA Sub-Group      $200 million

          MAG Sub-Group        $150 million

          MAEM                 $100 million

          Mirant Sub-Group     $100 million; provided that,
                               that certain Intercompany
                               Loan existing as of the date
                               of this Order between Mirant,
                               as borrower, and MAEM, as
                               lender, shall not be included
                               for the purposes of
                               calculating the Mirant
                               Sub-Group's borrowings in
                               respect of Intercompany
                               Loans.

     ";provided that the Debtors' failure to comply with the
     restrictions will not limit the amount or priority of
     (i) any (365(c)(1) superpriority administrative expense
     claims granted pursuant to paragraph (c) herein, or
     (ii) any Lien or security interest granted pursuant to
     paragraph (d) herein.  Notwithstanding the foregoing,
     and except with respect to Collateral Borrowings, the
     principal amount of borrowings by MAEM from the MIRMA
     SUB-Group and the MAG Sub-Group in the aggregate shall
     not exceed at any time the outstanding balance in
     respect of the MAEM/Mirant Intercompany Loan."

Within five business days after (a) the 15th of each month -- of
the following business day if that day is not a business day --
and (b) the last business day of each month, the Debtors will
determine the aggregate collateral posted and prepayments made to
third parties by MAEM as of the most recent Collateral Allocation
Day on account of transactions entered into by MAEM for the
benefit of the members of each non-MAEM Sub-Group, in accordance
with the Debtors' "Collateral Allocation Policy," and decrease
that Allocated Collateral for both non-cash collateral outstanding
and cash collateral outstanding as a result of draws of letters of
credit to determine the aggregate cash collateral posted and cash
payments made by MAEM for the benefit of non-MAEM Sub-Group.  The
Debtors report the results of the Cash Collateral Allocation
determination.

A full-text copy of the Collateral Allocation Policy is available
at no charge at:

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

The Court further rules that:

   (1) The Collateral Allocation Policy will not be further
       amended or modified without further Court order, except
       by written agreement with the Debtors and each of the
       Notice Parties;

   (2) If MAEM determines to make a Collateral Borrowing, that
       borrowing will be made from each of the non-MAEM Sub-Group
       on a pro rata basis, based on the Cash Collateral
       Allocation as determined on the immediately proceeding
       Collateral Allocation Day;

   (3) For so long as the Collateral Borrowing remains
       outstanding, on each Collateral Allocation Day, the
       Debtors will adjust the Collateral Borrowings among the
       non-MAEM Sub-Groups in that each is consistent with the
       then Cash Collateral Allocation;

   (4) Repayments by MAEM of Collateral Borrowings will be made
       on a pro rata basis to each of the non-MAEM Sub-Groups,
       based on the Cash Collateral Allocation as determined on
       the immediately proceeding Collateral Allocation Day; and

   (5) For so long as the Collateral Borrowing remains
       outstanding, MAEM will use commercially reasonable efforts
       to ensure that daily cash balances are maintained below
       $25 million, provided, however, that in no event will the
       daily cash balances at MAEM exceed $25 million at the
       close of business for three consecutive business days.

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)


MULTI SECURITY: S&P Puts Low-B Ratings on Six Classes of Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Multi Security Asset Trust's $740.6 million CMBS pass-
through certificates series 2005-RR.

The preliminary ratings are based on information as of Feb. 15,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 43 classes of
pass-through certificates from 16 CMBS transactions.

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

                  Preliminary Ratings Assigned
               Multi Security Asset Trust 2005-RR4

            Class        Rating*           Amount
            -----        -------           ------
            A-1          AAA            $137,462,000
            A-2          AAA            $137,000,000
            A-3          AAA            $231,000,000
            X-1*         AAA            $740,604,309**
            X-2*         AAA            $597,675,000**
            B            AA              $43,510,000
            C            AA-             $10,184,000
            D            A               $18,515,000
            E            A-              $10,183,000
            F            BBB+            $13,887,000
            G            BBB             $12,960,000
            H            BBB-            $20,367,000
            J            BB+             $22,218,000
            K            BB              $12,960,000
            L            BB-              $7,406,000
            M            B+               $9,258,000
            N            B                $9,258,000
            O            B-               $5,554,000

                        * Interest only
                       ** Notional amount


NORTEL NETWORKS: Has Until March 15 to File Financial Reports
-------------------------------------------------------------
Nortel Networks Corporation's (NYSE:NT)(TSX:NT) principal
operating subsidiary, Nortel Networks Limited -- NNL, has obtained
a new waiver from Export Development Canada -- EDC -- under the
EDC performance-related support facility of certain defaults
related to the delay by the Company and NNL in filing their
respective 2003 Annual Reports on Form 10-K and Q1, Q2 and Q3 2004
Quarterly Reports on Form 10-Q, in each case with the U.S.
Securities and Exchange Commission, the trustees under the
Company's and NNL's public debt indentures and EDC.

The waiver also applies to certain additional breaches under the
EDC Support Facility relating to the delayed filings and the
restatements and revisions to NNL's prior financial results.

The new waiver from EDC will remain in effect until the earlier of
certain events including:

   -- the date on which the Company and NNL's respective Q3 2004
      Quarterly Reports on Form 10-Q have been filed with the SEC;
      or

   -- March 15, 2005.

NNL's prior waiver from EDC expired yesterday, February 15, 2005.

As previously announced, the Company and NNL have filed their
respective 2003 Annual Reports on Form 10-K and their respective
Q1 and Q2 2004 Quarterly Reports on Form 10-Q with the SEC.  If
the Company and NNL fail to file the Third Quarter Reports with
the SEC by March 15, 2005, EDC will have the right, on such date
(absent a further waiver in relation to the delayed filings and
the Related Breaches), to terminate the EDC Support Facility,
exercise certain rights against collateral or require NNL to cash
collateralize all existing support.  If the Company and NNL fail
to file the Third Quarter Reports with the SEC by March 15, 2005,
there can be no assurance that NNL would receive any further
waivers or as to the terms of any such waivers.

In addition, the Related Breaches will continue beyond the filing
of the Reports.  Accordingly, EDC will have the right (absent a
further waiver of the Related Breaches) beginning on the earlier
of the date upon which the Company and NNL file the Third Quarter
Reports with the SEC and March 15, 2005, to terminate or suspend
the EDC Support Facility notwithstanding the filing of the
Reports.  While NNL intends to seek a permanent waiver from EDC in
connection with the Related Breaches, there can be no assurance
that NNL will receive any further waivers or as to the terms of
any such waivers.

The EDC Support Facility provides up to US$750 million in support,
all presently on an uncommitted basis.  The US$300 million
revolving small bond sub-facility of the EDC Support Facility will
not become committed support until all of the Reports are filed
with the SEC and NNL obtains a permanent waiver of the Related
Breaches.  As of February 14, 2005, there was approximately
US$257 million of outstanding support utilized under the EDC
Support Facility, approximately US$179 million of which was
outstanding under the small bond sub-facility.

Nortel Networks is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information.  Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                         *     *     *

As reported on the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.


OAKWOOD HOMES: High Losses Prompt Fitch to Junk 52 Classes
----------------------------------------------------------
Fitch Ratings affirms 40 classes (representing approximately $829
million in outstanding principal) and downgrades 24 classes
(representing approximately $561 million in outstanding principal)
of Oakwood Homes Manufactured Housing (Oakwood) transactions:

   Series 1995-A:

       -- Class A-4 is affirmed at 'AA+';
       -- Class B-1 is downgraded to 'CCC' from 'B-'.

   Series 1995-B:

       -- Class A-3 is affirmed at 'AAA';
       -- Class A-4 is affirmed at 'AA+';
       -- Class B-1 is downgraded to 'CC' from 'B-'.

   Series 1996-A:

       -- Class A-3 is affirmed at 'AAA';
       -- Class A-4 is affirmed at 'AA+';
       -- Class B-1 is affirmed at 'B-';
       -- Class B-2 remains at 'C'.

   Series 1996-B:

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

   Series 1996-C:

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

   Series 1997-A:

       -- Classes A-4 and A-5 are affirmed at 'AAA';
       -- Class A-6 is downgraded to 'A' from 'AA-';
       -- Class B-1 is downgraded to 'C' from 'CCC';
       -- Class B-2 remains at 'C'.

   Series 1997-B:

       -- Classes A-4 and A-5 are affirmed at 'AAA';
       -- Class M is downgraded to 'A-' from 'A';
       -- Class B-1 is downgraded to 'C' from 'CCC';
       -- Class B-2 remains at 'C'.

   Series 1997-C:

       -- Classes A-3, A-4, A-5 and A-6 are affirmed at 'AAA';
       -- Class M is downgraded to 'BBB+' from 'A-';
       -- Class B-1 is downgraded to 'C' from 'CCC';
       -- Class B-2 remains at 'C'.

   Series 1997-D:

       -- Classes A-3, A-4 and A-5 are affirmed at 'AAA';
       -- Class M is affirmed at 'BBB+';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'C'.

   Series 1998-B:

       -- Classes A-3, A-4 and A-5 are affirmed at 'AA-';
       -- Class M-1 is downgraded to 'B-' from 'B';
       -- Class M-2 remains at 'C';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'C'.

   Series 1998-C:

       -- Classes A-1, A-1A are downgraded to 'BBB+' from 'A-';
       -- Class M-1 is downgraded to 'CC' from 'CCC';
       -- Class M-2 remains at 'C';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'C'.

   Series 1999-A:

       -- Class A-2 is affirmed at 'AAA';
       -- Class A-3 is affirmed at 'AA-';
       -- Class A-4 and A-5 are affirmed at 'BBB-';
       -- Class M-1 is affirmed at 'BB-';
       -- Class M-2 remains at 'C';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'C'.

   Series 1999-B:

       -- Class A-2 is affirmed at 'AAA';
       -- Class A-3 is affirmed at 'AA-';
       -- Class A-4 is affirmed at 'BB+';
       -- Class M-1 is downgraded to 'CC' from 'CCC';
       -- Class M-2 remains at 'C';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'C'.

   Series 1999-C:

       -- Class A-2 is downgraded to 'BB-' from 'BB+';
       -- Class M-1 is downgraded to 'CC' from 'CCC';
       -- Class M-2 remains at 'C';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'C'.

   Series 1999-E:

       -- Class A-1 is affirmed at 'BB';
       -- Class M-1 is remains at 'CCC';
       -- Class M-2 remains at 'C';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'C'.

   Series 2000-A:

       -- Class A-2 is affirmed at 'AA-';
       -- Class A-3 is affirmed at 'BBB';
       -- Class A-4 is affirmed at 'BB';
       -- Class A-5 is affirmed at 'B';
       -- Class M-1 is downgraded to 'C' from 'CCC';
       -- Class M-2 is remains at 'C';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'C'.

   Series 2000-B:

       -- Class A-1 is downgraded to 'C' from 'CCC';
       -- Class M-1 remains at 'C';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'C'.

   Series 2000-D:

       -- Class A-2 is affirmed at 'AAA';
       -- Class A-3 is affirmed at 'A';
       -- Class A-4 is downgraded to 'CCC' from 'B';
       -- Class M-1 remains at 'C';
       -- Class M-2 remains at 'C';
       -- Class B-1 remains at 'C';
       -- Class B-2 remains at 'D'.

   Series 2001-B:

       -- Class A-2 is affirmed 'AA';
       -- Class A-3 is affirmed at 'A-';
       -- Class A-4 is downgraded to 'BBB-' from 'A-';
       -- Class M-1 is downgraded to 'C' from 'CC';
       -- Class M-2 remains at 'C';
       -- Class B-1 remains at 'C'.

High collateral losses continue to erode credit enhancement in
Oakwood transactions.  High default or repo levels combined with
elevated loss severities have typically exhausted once-available
overcollateralization -- OC -- and, in many cases, have resulted
in the significant or entire write-down of the most subordinate
class of bond.  As a result, other junior and/or mezzanine classes
are now threatened by, if not already experiencing, write-downs
due to such losses.

While poor performance characterizes the portfolio as a whole,
there are discernable differences between vintages.  Less seasoned
vintages (i.e., more recent transactions) are generally performing
worse than their older counterparts.  Although transactions from
the 2000 and 2001 vintages have only yielded 45 to 55 months of
performance and have between 40%-45% of their original collateral
remaining, the losses incurred on such pools are proportionally
more severe than transactions seasoned 80 or more months.  For
example, series 1996-A has 22.5% of its original principal
remaining and to date has lost 12.52% of its collateral.  In
contrast, there is 41% of series 2000-D outstanding, while 28.8%
of the original balance was reduced by losses.


ORIGEN FINANCIAL: Fitch Holds Junk Ratings on Two 2001-A Classes
----------------------------------------------------------------
Fitch Ratings has performed a review of Origen Financial, Inc.
Manufactured Housing contracts, series 2001-A, and these rating
actions have been taken:

       -- Class A-4 affirmed at 'AAA';
       -- Class A-5 affirmed at 'AA';
       -- Classes A-6 and A-7 are affirmed at 'A';
       -- Class M-1 is affirmed at 'BB';
       -- Class M-2 is downgraded to 'C' from 'CCC';
       -- Class B-1 remains at 'C'.

The downgrade affects approximately $12.7 million in outstanding
principal, while the affirmations affect nearly $69.5 million.

The downgrade reflects losses higher than initial expectations and
the continued reduction of credit enhancement - CE -- for the
subordinate tranches.  CE in the form of overcollateralization -
OC -- was depleted in January 2004.  As a result, class B-1 has
been absorbing collateral losses and is nearly fully written down.
Once class B-1 is fully depleted, losses will be applied to class
M-2.  Class M-2 has seen its CE drop from 7.75% at closing to a
current level of only 0.61%.

The pool factor (the percentage of mortgage principal outstanding
to the initial mortgage pool at closing) for the series is
currently 50%.  Cumulative losses as a percent of the original
pool balance of $165,000,000, for the January distribution period
are 16.90%.

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


PEGASUS SATELLITE: Court Approves Administrative Claim Bar Date
---------------------------------------------------------------
As previously reported, Pegasus Satellite Communications, Inc. and
its debtor-affiliates asked the United States Bankruptcy Court for
the District of Maine to set the 20th day after the Effective Date
of their Chapter 11 Plan as the last date for parties-in-interest
to file Administrative Claims.

Judge Haines approved the Debtors' request and approved the form
and manner of notice of the proposed administrative claim filing
procedures.

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)


PENTECOSTAL HOUSING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Pentecostal Housing Corporation
        aka Berea Apostolic Housing for the Elderly
        1401 North Lakewood Avenue
        Baltimore, Maryland 21213

Bankruptcy Case No.: 05-13288

Type of Business: Real Estate

Chapter 11 Petition Date: February 15, 2005

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 North Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: 410-625-2300

Total Assets: $5,500,000

Total Debts:  $3,200,000

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


PHILADELPHIA'S CHURCH: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Philadelphia's Church of Our Saviour
        aka Church of Our Saviour, ESCA
        700 Baltimore Pike
        Glen Mills, Pennsylvania 19342

Bankruptcy Case No.: 05-11915

Type of Business: The Debtor operates a church and school.

Chapter 11 Petition Date: February 11, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: J. Eric Kishbaugh, Esq.
                  10 Foster Avenue, Suite D3
                  Gibbsboro, NJ 08026
                  Tel: 856-627-4300

Total Assets: $4,471,727

Total Debts:  $2,741,538

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sprague & Sprague             Judgment                  $195,432
135 S. 19th St., Ste. 400
Philadelphia, PA

Bonnie Ahlquist               Loan                      $125,000
506 Meadow Ct.
Glen Mills, PA 19342

Key Equipment Financing       Trade                      $38,421
P.O. Box 203901
Houston, TX 77216

Richard Price                 Funds                      $27,059

American Express              Trade                      $19,335

Advanta Bank Corp.            Trade                      $15,995

Advanced Directory Sales      Trade                      $14,468

Chitwood & Chitwood           Trade                      $10,900

Staples                       Trade                       $9,732

Bank of America               Trade                       $9,627

MBNA America                  Trade                       $8,818

Ehret Construction            Trade                       $8,766

Clark's Landscaping           Trade                       $6,653

Sprung Instant Structures     Trade                       $5,700

Blake & Vaughan Eng.          Trade                       $4,211

The Rainer Group              Trade                       $4,066

A Beka Foods                  Trade                       $3,918

American Express              Trade                       $3,721

Philadelphia Electric         Trade                       $4,400

Robert E. Madden, Esq.        Trade                       $3,570


PLASTECH ENGINEERED: S&P Puts BB- Corp. Rating on CreditWatch Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Plastech Engineered Products Inc., on CreditWatch
with negative implications.

"The action followed indications that 2004 financial results were
materially weaker than expected and that a waiver will be sought
from lenders to avoid violation of certain covenants under the
company's senior secured credit agreement," said Standard & Poor's
credit analyst Nancy Messer.

Those covenants include fixed-charge coverage, total leverage,
senior leverage, and EBITDA.  In addition, the company will seek
to permanently amend the agreement to provide for lower EBITDA and
somewhat higher borrowing in 2005 than was anticipated in the
original credit agreement.

Dearborn, Michigan-based Plastech is a privately held major
producer of plastic interior and exterior trim components for the
automotive industry.  Total balance sheet debt was about $504
million at Dec. 31, 2004.

The CreditWatch listing reflects Plastech's lower credit measures
resulting from relatively weak 2004 revenues and EBITDA and the
high likelihood that 2005 credit measures will remain depressed
relative to previous expectations because of continuing industry
challenges that worsened in the fourth quarter.  Difficult 2004
industry conditions included delayed original equipment
manufacturer (OEM) launches, pricing concessions exchanged
for future business wins, and higher-than-budgeted costs for raw
material (resins).

Certain new vehicles for 2004, including the Ford Freestyle and
the Mercedes M class, were launched behind schedule; and, although
Plastech did not precipitate the launch delays, its revenues and
earnings were depressed by the ensuing production shortfalls.
High material costs and difficult pricing conditions have
continued into 2005, in addition to possibly weak production
volumes, since certain OEMs have reduced production schedules for
the first half of the year because of soft demand.

Standard & Poor's expects to resolve the CreditWatch on Plastech
after talking with management and analyzing the company's business
prospects and liquidity situation for the intermediate term,
including the terms and conditions of the anticipated credit
facility amendment.


PMA CAPITAL: Posts $10.3 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
PMA Capital Corporation (NASDAQ:PMACA) reported financial results
for the fourth quarter and year ended Dec. 31, 2004.  PMA Capital
reported a net loss of $10.3 million, or 33 cents per share, for
the fourth quarter, compared to a net loss of $20.0 million, or 64
cents per share, for the same period last year.  Net income was
$1.8 million for full year 2004, compared to a net loss of
$93.6 million for 2003.

Vincent T. Donnelly, President and Chief Executive Officer
commented, "We achieved our most important goal in 2004, the
restoration in the fourth quarter of The PMA Insurance Group's A-
A.M. Best financial strength rating.  While executing the capital
plan necessary to achieve this goal contributed to the fourth
quarter loss, we believe that the improved liquidity at the
holding company and increased financial flexibility provided
through the completion of the exchange offer and the sale of
additional securities was crucial."

"We are entering 2005 with positive momentum and enhanced
confidence," Mr. Donnelly continued.  "Our goal in 2005 is to
achieve measured written premium growth by capitalizing on our
solid franchise while adhering to our underwriting standards."

PMA Capital also announced today the election of James C. Hellauer
to the Board of Directors.  Jim replaces Mark Wilcox, who resigned
from the Board for personal reasons.  Jim, a Naval Academy and
Harvard business school graduate, has 38 years of senior
management experience.  Neal Schneider, Chairman of the Board of
PMA Capital, noted, "We are very fortunate to have Jim join the
Board.  His breadth of experience will be invaluable to PMA
Capital as we continue our work to build the value of the
organization."

During the fourth quarter of 2004, PMA Capital exchanged
$84.1 million principal amount of 6.50% convertible debt for $84.1
million principal amount of its 4.25% convertible debt and sold
$15 million of new 6.50% convertible debt.  Costs associated with
the exchange and sale of convertible debt reduced results by $6.4
million after-tax ($9.8 million pre-tax), or 20 cents per share,
which included a loss on the debt exchange of $3.9 million after-
tax ($6.0 million pre-tax) and a loss of $2.5 million after-tax
($3.8 million pre-tax) for the subsequent increase in the fair
value of the derivative component of the convertible debt.  The
loss associated with the derivative component is included in net
realized investment gains and losses.

Including the increase in the fair value of the derivative
component of the convertible debt, after-tax net realized
investment results were losses of $5.1 million, or 16 cents per
share, for the fourth quarter and gains of $4.2 million, or 14
cents per share, for the full year.  After-tax net realized
investment gains were $2.3 million, or seven cents per share, for
the fourth quarter of 2003 and $9.0 million, or 28 cents per
share, for the full year.

Also included in fourth quarter 2004 results was a $4.3 million
after-tax gain ($6.6 million pre-tax), or 14 cents per share, on
the sale of a partnership interest, which is included in other
revenues.  Results for the fourth quarter of 2003 included a non-
cash charge of $25 million, or 80 cents per share, to increase the
valuation allowance for our deferred tax asset, a net charge of
$4.6 million ($7.0 million pre-tax), or 15 cents per share, due to
lower underwriting results at The PMA Insurance Group for workers'
compensation business written for accident years 2001 and 2002 and
an after-tax charge of $3.7 million ($5.7 million pre-tax), or 12
cents per share, related to our exit from the reinsurance
business.

Results for full year 2004 also include an after-tax charge of
$3.9 million ($6.0 million pre-tax), or 12 cents per diluted
share, to purchase reinsurance covering potential adverse loss
development at the Run-off Operations. Results for full year 2003
included the third quarter after-tax charge of $97.5 million, or
$3.11 per share, to increase loss reserves for our reinsurance
business. In addition, the total valuation allowance on the
deferred tax asset of $49 million recorded in 2003 impacted
results by $1.56 per share for the full year.

Consolidated revenues were $105.0 million and $608.0 million for
fourth quarter and full year 2004, respectively, compared to
$369.4 million and $1,301.2 million for the same periods in 2003,
reflecting lower net premiums earned due to our fourth quarter
2003 withdrawal from the reinsurance business. To a lesser extent,
the lower revenues reflect the impact of The PMA Insurance Group's
B++ A.M. Best financial strength rating, which was upgraded to A-
(Excellent) on November 15, 2004.

                       Financial Condition

Total assets were $3.3 billion as of December 31, 2004, compared
to $4.2 billion as of December 31, 2003. Shareholders' equity was
$445.5 million as of December 31, 2004, compared with $463.7
million as of December 31, 2003. Book value per share was $14.06
as of December 31, 2004, compared with $14.80 as of December 31,
2003. The decreases in shareholders' equity and book value per
share are primarily due to lower net unrealized gains on our
investment portfolio. Net unrealized holding gains were $13.6
million, or 43 cents per share, as of December 31, 2004, compared
to $31.4 million, or $1.00 per share, at year-end 2003, mainly due
to higher market interest rates. At December 31, 2004, we had
$31.3 million in cash and short-term investments at the holding
company and its non-regulated subsidiaries.

The statutory surplus of The PMA Insurance Group was $300.0
million at December 31, 2004, compared to $296.8 million at
December 31, 2003. The PMA Insurance Group has the ability to pay
$23.5 million in dividends during 2005 without the prior approval
of the Pennsylvania Insurance Commissioner. The statutory surplus
of PMA Capital Insurance Company, PMA Capital Corporation's
directly held reinsurance subsidiary, was $224.5 million at
December 31, 2004, compared to $500.6 million at December 31,
2003. The statutory surplus of PMACIC at December 31, 2003
included $296.8 million of statutory surplus from the insurance
subsidiaries comprising The PMA Insurance Group. Ownership of The
PMA Insurance Group was transferred from PMACIC to PMA Capital in
June 2004.

                   Segment Operating Results

Operating income (loss), which we define as net income (loss)
under accounting principles generally accepted in the United
States of America (GAAP) excluding net realized investment gains
and losses, is the financial performance measure used by our
management and Board of Directors to evaluate and assess the
results of our insurance businesses. Accordingly, we report
operating results by segment in the disclosures required under
SFAS No. 131, "Disclosures About Segments of an Enterprise and
Related Information." Our management and Board of Directors use
operating results as the measure of financial performance for our
insurance operations because (i) net realized investment gains and
losses are unpredictable and not necessarily indicative of current
operating fundamentals or future performance of the business
segments and (ii) in many instances, decisions to buy and sell
securities are made at the holding company level, and such
decisions result in net realized gains and losses that do not
relate to the operations of the individual segments. Operating
income (loss) does not replace net income (loss) as the GAAP
measure of our consolidated results of operations.

                     The PMA Insurance Group

The PMA Insurance Group had pre-tax operating income of $261,000
for the fourth quarter of 2004, compared to a pre-tax operating
loss of $982,000 for the same period last year. Results for the
fourth quarter of 2003 included a pre-tax net charge of $7.0
million due to lower underwriting results from accident years 2001
and 2002. Pre-tax operating income was $13.2 million for full year
2004, compared to $21.5 million for 2003, primarily reflecting
lower underwriting results and lower net investment income.

Net premiums written were $62.9 million and $377.8 million for the
fourth quarter and full year 2004, compared with $140.8 million
and $603.6 million for the same periods of 2003. Net premiums
written for 2003 include $35 million of retrospectively rated
premiums which were a component of the $7.0 million charge
discussed above. From November 2003 until the November 2004
restoration of its A- financial strength rating, The PMA Insurance
Group was rated B++ by A.M. Best, which constrained its ability to
attract and retain business during 2004. Our renewal retention
rate on existing workers' compensation accounts was 62% in 2004.
New business production continued in 2004, although at a lower
rate than in 2003. The PMA Insurance Group continues to obtain
price increases in all of its commercial lines of business,
although at lower overall rates of increase than in 2003. Average
rate increases for workers' compensation business were
approximately 6% in 2004.

The combined ratio on a GAAP basis in 2004 was 108.5% for the
fourth quarter and 105.4% for the full year, compared to 105.6%
and 102.8% for the same periods last year. The combined ratios for
the fourth quarter and full year 2003 include approximately 4
points and 1 point, respectively, due to the higher than expected
losses and LAE from prior accident years. The increases in the
combined ratio in 2004 primarily reflect a higher total expense
ratio and, to a lesser extent, overall loss trends in workers'
compensation that are rising modestly ahead of price increases. We
estimate medical cost inflation, which is the primary reason for
increasing loss costs in 2004, to be approximately 11%.

Net investment income was $6.5 million for the fourth quarter and
$31.0 million for full year 2004, compared to $8.3 million and
$32.9 million for the same periods of 2003, reflecting lower
yields on the portfolio, partially offset by a higher average
invested asset base for full year 2004.

                       Run-off Operations

Results of the Run-off Operations are driven principally by
underwriting results from our former PMA Re operating segment.
Run-off Operations also includes the results of our former excess
and surplus lines business.

The Run-off Operations recorded a pre-tax operating loss of $1.9
million for the fourth quarter and pre-tax operating income of
$5.5 million for full year 2004, compared to pre-tax operating
income of $11.7 million for the fourth quarter of 2003 and a pre-
tax operating loss of $80.4 million for full year 2003. Full year
2004 results include a charge of $6.0 million for a reinsurance
agreement covering potential adverse loss development, partially
offset by a gain of $2.5 million from the sale of our ownership
interest in Cathedral Capital PLC. Included in results for the
fourth quarter of 2003 are exit costs of $2.6 million, mainly
employee termination benefits. Pre-tax operating results for full
year 2003 reflect the $150 million ($97.5 million after-tax) third
quarter reserve charge associated mainly with accident years 1997
to 2000.

                       Corporate and Other

The Corporate and Other segment includes unallocated investment
income and expenses, including debt service. Corporate and Other
recorded pre-tax operating losses of $5.4 million and $21.2
million for the fourth quarter and full year 2004, respectively,
compared to $6.3 million and $22.7 million for the same periods
last year. During the fourth quarter of 2004, we sold our interest
in a partnership which owns real estate for net proceeds totaling
$7.7 million, resulting in a pre-tax gain of $6.6 million, which
is recorded in other revenues. Partially offsetting the gain was a
pre-tax loss of $6.0 million on our convertible debt exchange
which closed in November 2004. Results for the fourth quarter of
2003 included approximately $3 million of costs associated
primarily with salary obligations under employment contracts with
our former executive officers. Interest expense for the fourth
quarter and full year 2004 increased by $531,000 and $2.5 million,
respectively, over the comparable periods last year due to a
higher average amount of debt outstanding in 2004, compared with
2003.

                Quarterly Statistical Supplement

Our Fourth Quarter Statistical Supplement, which provides more
detailed historical information about us, is available on our
website.  Please see the Investor Information section of our
website at http://www.pmacapital.com/You may also obtain a copy
of this supplement by sending your request to:

            PMA Capital Corporation
            1735 Market Street
            Philadelphia, PA 19103
            Attention: Investor Relations

Alternatively, you may submit your request by telephone (215-665-
5046) or by e-mail to InvestorRelations@pmacapital.com.  We have
also furnished a copy of this news release and the Statistical
Supplement to the SEC under cover of Form 8-K dated Feb. 15, 2005.
A copy of the Form 8-K is available on the SEC's website at
http://www.sec.gov/

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Standard & Poor's Ratings Services raised its counterparty credit
and senior debt ratings on PMA Capital Corp. -- PMACC -- to 'B'
from 'CC' and removed these ratings from CreditWatch, where they
were placed on June 29, 2004.  The outlook is stable.

"These rating actions are based on significant improvement in
PMACC's financial flexibility in 2004 and strong capital adequacy
at the group's main workers' compensation operating subsidiaries,"
said Standard & Poor's credit analyst Laline Carvalho.  Partially
offsetting these factors is the group's damaged franchise, weak
operating performance at its workers' compensation subsidiaries,
poor (albeit improving) fixed-charge coverage, and negative
operating cash flows.  "Although uncertainty also remains with
regards to the reserve adequacy of PMACC's run-off operations,
this factor has been partially mitigated by the purchase in 2004
of reserve development cover protecting these operations," Ms.
Carvalho added.


QUEBECOR MEDIA: Earns $88.2 Million of Net Income in 2004
---------------------------------------------------------
Quebecor Media, Inc., generated revenues of $2.46 billion in 2004,
an increase of $164.3 million (7.1%) compared with 2003.

In the fourth quarter of 2004, Quebecor Media realized revenues of
$695.6 million, a $68.9 million (11.0%) increase.  All segments
contributed to the growth in revenues.  Operating income rose
$24.3 million (13.5%) to $204.2 million, mainly as a result of
increases in the Cable ($12.7 million), Business
Telecommunications ($8.5 million) and Newspapers ($6.5 million)
segments.

Quebecor Media made net debt repayments totalling $163.8 million
in 2004, including mandatory payments of $37.5 million and
$3.5 million by Videotron and Sun Media Corporation respectively,
and voluntary payments of $97.0 million and $25.8 million by
Quebecor Media and Sun Media Corporation respectively.

Quebecor Media's net income was $88.2 million in 2004.  Excluding
unusual items, which include a $153.7 million gain recorded in
2003 on the purchase of the preferred shares held by The Carlyle
Group in Videotron Telecom Ltd., net income would have been up
$26.2 million (45.5%) in 2004.  Quebecor World's net income, also
excluding unusual items, which include the reserve for
restructuring, impairment of assets and other special charges, and
gains (losses) on debt refinancing, would have been
US$202.4 million (US$1.52 per basic share) in 2004 compared with
US$21.4 million (US$0.16 per basic share) in 2003.

Quebecor Media, Inc., a subsidiary of Quebecor Inc. (TSE:
QBR.MV.A, QBR.SV.B), has operations in Canada, the United States,
Chile, France, Spain, Italy and the UK.  It is engaged in
newspaper publishing (Sun Media Corporation), cable television
(Videotron ltee), broadcasting (TVA Group Inc.), Web technology
and integration (Nurun Inc. and Mindready Solutions Inc.),
Internet portals (Netgraphe Inc.), books and magazines (Publicor
and TVA Publishing Inc.), retailing of cultural products
(Archambault Group Inc. and Le SuperClub Videotron ltee) and
business telecommunications (Videotron Telecom ltee).

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Moody's Investors Service affirmed all ratings and the stable
outlook of the Quebecor Media, Inc., group and assigned a Ba3
senior unsecured rating to Videotron Ltee's proposed
US$300 million debt issue.  The ratings have not changed as a
result of the new debt issue because the proceeds will ultimately
be used to reduce other debt within the Quebecor Media group, as
funds flow relatively freely amongst group members.

Ratings affected by this action are:

   * Quebecor Media Inc.

        -- Senior Implied, Ba3 (unchanged)
        -- Issuer, B2 (unchanged)
        -- Senior Unsecured Notes, B2 (unchanged):

      * 11.125% due July 2011 US$715 million

        -- Senior Unsecured Discount Notes, B2 (unchanged):

      * 13.75% due July 2011 US$232 million (US$295 million
        principal amount)

   * Videotron Ltee

        -- Senior Unsecured Notes, rated Ba3 (unchanged):

      * 6.875% Due January 2014 US$335 million

        -- Proposed Senior Unsecured Notes, Ba3 (assigned):

      * Due January 2014 US$300 million

   * CF Cable TV Inc.

        -- Senior Secured First Priority Notes, Ba3 (unchanged):

      * 9.125% due July 2007 US$76 million

   * Sun Media Corporation

        -- Senior Secured Revolving Bank Facility, Ba2
           (unchanged):

      * Due 2008 C$75 million (C$nil outstanding)

        -- Senior Secured Term Loan B, Ba2 (unchanged):

      * Due 2009 US$202 million (original amount US$230 million)

        -- Senior Unsecured Notes, Ba3 (unchanged):

      * 7.625% Due Feb 2013 US$205 million

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Montreal, Quebec-based Videotron Ltee's proposed US$300 million
6.875% senior unsecured notes due Jan. 15, 2014, to be issued
under Rule 144A with registration rights.  The loan is rated one
notch below the long-term corporate credit rating, reflecting its
junior position in the company's capital structure.

At the same time, Standard & Poor's affirmed its 'BB+' bank loan
rating and assigned a recovery rating of '1+' to Videotron's
proposed C$450 million senior secured five-year revolving credit
facility.  The loan is rated two notches higher than the long-term
corporate credit rating; this and the '1+' recovery rating
indicate that lenders can expect full recovery of principal in the
event of a default or bankruptcy.  The ratings are based on
preliminary documentation and are subject to review on receipt of
final documentation.

In addition, all ratings outstanding on Videotron and its parent
company, Quebecor Media, Inc., along with the ratings on its
subsidiaries Sun Media Corp. and CF Cable TV, Inc., including the
'BB-' long-term corporate credit rating, were affirmed.  The
outlook is stable.


RADIANT ENERGY: Taps Brant Securities to Market Secured Debentures
------------------------------------------------------------------
Radiant Energy Corporation reported the appointment of Brant
Securities Limited of Toronto, Canada as Agent for the Private
Placement of the Series D Convertible Secured Debentures.

On February 9, 2005, the Board of Directors approved the issuance
of up to 7,000 Series D Convertible Secured Debentures with a face
value of US $1,000 each.  Total gross proceeds are expected to be
US $7,000,000.  The Series D Debentures will carry no interest
rate and mature in 5 years.  The conversion rate during the first
two years will be 7,129 common shares per debenture (approx.
$0.175 Cdn.).  The net proceeds of the Series D Debentures will be
used to finance the completion of the construction of the Radiant
owned deicing service center in Oslo, Norway, build out of
prospective Company owned deicing service centers, expansion of
the sales activities and for general working capital.  The common
shares certificates, if issued, will bear a legend that the shares
cannot be sold, transferred, or otherwise traded for four months
from the date of issuance of the Series D Debentures.

Securities of Radiant Energy Corporation trade on the TSX Venture
Exchange (symbol RDT).  There are currently 31,719,171 common
shares outstanding.

Radiant Energy Corporation, through its wholly owned subsidiary
Radiant Aviation Services developed and sells the world's only
infrared alternative to traditional glycol-based aircraft deicing.
Its fully patented InfraTek(R) systems are approved for use by the
FAA.  Prior to the introduction of InfraTek, spraying with glycol
was the only feasible method to satisfy FAA safety guidelines for
ensuring that aircraft are properly deiced prior to take-off.

The Company's July 31 balance sheet shows $452,569 in assets and
$10.2 million in liabilities.


RIVIERA HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $29.3 Mil.
-----------------------------------------------------------------
Riviera Holdings Corporation (Amex: RIV) reported financial
results for the fourth quarter ended Dec. 31, 2004.  Net revenues
for the quarter were $47.5 million, up $2.1 million or 4.7 percent
from the fourth quarter of 2003. Income from operations was $5.2
million, up $5.1 million from the fourth quarter of 2003.
Adjusted EBITDA was $8.9 million, up $2.5 million from the fourth
quarter of 2003 and a record for any fourth quarter in the
Company's history.  The net loss for the quarter was $1.5 million,
compared with a net loss of $6.7 million in the fourth quarter of
2003.

                  Fourth Quarter 2004 Highlights

   -- Riviera Las Vegas revenues were up $1.1 million or 3.4
      percent

   -- Riviera Las Vegas EBITDA was up $1.6 million or 38.2 percent

   -- Riviera Black Hawk revenues were up $995,000 or 8.2 percent

   -- Riviera Black Hawk EBITDA was up $789,000 or 24.9 percent

   -- Riviera Las Vegas occupancy was 89.4 percent compared with
      86.5 percent in the fourth quarter of 2003, ADR (Average
      Daily Rate) increased $2.15 to $64.46 and RevPar (Revenue
      Per Available Room) increased $3.73 to $57.60

   -- The Company has $19 million in cash plus a $30 million
      revolver

Net revenues for the year ended December 31, 2004 were $201.4
million, up $11.2 million or 5.9 percent from 2003. Income from
operations was $25.0 million, up $12.1 million or 93.5 percent
from a year ago. Adjusted EBITDA was $40.0 million, up $8.5
million or 27.1 percent from 2003 and a record for any year in the
Company's history. The net loss for the year ended December 31,
2004 was ($2.1 million) or ($0.59) per share compared with a net
loss of ($14.5 million) or ($4.16) per share in 2003.

                        Riviera Las Vegas

Robert Vannucci, President of Riviera Las Vegas, said, "Our
excellent fourth quarter performance contributed to a very strong
year for the Riviera.  Net revenues for the quarter increased by
$1.1 million or 3.4 percent compared to the fourth quarter last
year. EBITDA increased by $1.6 million or 38.2 percent.  Revenue
increases combined with lower marketing expenses and operating
costs produced an EBITDA margin of 16.9 percent versus 12.6
percent for the same period last year.

"Gaming revenues for the quarter increased $200,000 or 1.5
percent, over the same period last year.  Cash room revenue
increased $449,000 or 4.8 percent, compared to the fourth quarter
last year.  Rev Par was $57.60, an increase of $3.73 or 6.9
percent over the same period last year. Entertainment revenues
increased $268,000 or 5.6 percent over the same period last year.

"Net revenues for the year increased $7.0 million or 5.0 percent
to $147.9 million and EBITDA increased $4.5 million or 19.8
percent to $27.2 million.

"Our marketing department has been testing new programs which we
feel will enable us to efficiently grow our revenues and bottom
line going forward.  We continue to adapt our operations to market
conditions and have capitalized on increased demand for leisure
and convention rooms.

"The Las Vegas market continues to show its elasticity and ability
to grow. We are anticipating an increase in demand created by the
opening of the new Wynn property, the Las Vegas centennial
celebrations and our own 50th anniversary celebration in April.


"Riviera Las Vegas is located on 26 acres of prime real estate on
the north end of the Las Vegas Strip. We anticipate that our
location will benefit from the development of new casinos, hotels
and luxury condominiums in the near term. Recent land transactions
on or near the Las Vegas Strip are indicators that our land has a
fair market value well in excess of its $21 million recorded book
value."

                        Riviera Black Hawk

Ron Johnson, President of Riviera Black Hawk, said, "The fourth
quarter was another record breaking quarter for Riviera Black
Hawk. We were able to achieve record fourth quarter results for
gaming revenue, total revenue, EBITDA, and market share. Net
revenues reached a record $13.1 million during the quarter. EBITDA
for the quarter grew by 24.9 percent to a record $4.0 million.
EBITDA margin increased by 4.0 percentage points to 30.2 percent.

"For the year we were able to achieve all time highs in revenue,
EBITDA and EBITDA margin. Net revenue in 2004 was $53.4 million,
up 8.5 percent over 2003. EBITDA reached an all time high of $16.9
million, up $3.6 million or 27.1 percent over last year and EBITDA
margin was up 4.6 percentage points to 31.6 percent.

"The fourth quarter and entire year benefited from the continued
strength and consistency of our marketing programs. We continue to
invest our marketing dollars in areas that profitably build slot
revenues and market share.

"We are also encouraged that gaming revenue in the Black
Hawk/Central City market grew by 4.2 percent in the fourth quarter
compared to last year's fourth quarter. For the year, gaming
revenues were up 3.5 percent. We are most pleased with December's
results. Gaming revenues in Black Hawk were up $2.5 million or 6.4
percent in December, compared to December 2003, and $1.4 million
or 38 percent in Central City, reflecting the first full month's
impact of the new access road to the market. We believe this new
road will be instrumental in the growth of the market going
forward."

                      Consolidated Operations

William L. Westerman, Chairman of the Board, said, "We are pleased
that the trend of improved financial results continued in the
fourth quarter of 2004. It is most significant that adjusted
EBITDA increased by 27 percent for the year, with only a 6 percent
increase in net revenues. This can be attributed to the increased
effectiveness of the Company's marketing programs and continued
stringent cost control measures. In 2004, we paid down our debt by
$3.9 million and we reinvested $10.6 million of our cash flow in
equipment and property improvements to maintain our competitive
position. We have reduced our net loss for the year from $14.5
million in 2003 to $2.1 million in 2004, which includes
development and projects costs of $1.1 million.

"As we are coming closer to the first call date for our 11 percent
bonds on June 15, 2006, it becomes increasingly apparent that a
refinancing of our debt at lower interest rates, or other form of
recapitalization, should result in a substantial improvement in
net income."

                        About the Company

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and the Riviera Black Hawk
Casino in Black Hawk, Colorado.  Riviera's stock is listed on the
American Stock Exchange under the symbol RIV. Informal discussions
with Amex staff indicate that the Company may meet the standards
of Amex policy Sec. 1003(a).  According to that policy, Amex will
not normally consider suspending dealings in or delisting the
securities of a company, which is below the earnings or net worth
standards if the Company is in compliance with the following:

  (1) Total value of market capitalization of at least
      $50,000,000; or total assets and revenue of $50,000,000 each
      in its last fiscal year, or in two of its last three fiscal
      years; and

  (2) The company has at least 1,000,000 shares publicly held, a
      market value of publicly held shares of at least $15,000,000
      and at least 400 round lot shareholders.

If the Company's share price were to fall below approximately
$5.50 (market capitalization for "publicly held shares" of $15
million) and the Company were eventually delisted from Amex, the
marketability and liquidity of the Company's stock could be
significantly reduced.

At Dec. 31, 2004, Riviera Holdings' balance sheet showed a
$29,293,000 stockholders' deficit, compared to a $30,037,000
deficit at Dec. 31, 2003.


RIVIERA HOLDINGS: Board Approves Three-for-One Stock Split
----------------------------------------------------------
Riviera Holdings Corporation (Amex: RIV), owner of the Riviera
Hotel and Casino in Las Vegas and the Riviera Black Hawk in Black
Hawk, Colorado, disclosed that its Board of Directors has approved
a three-for-one stock split of the Company's Common Stock.  As a
result of the stock split, shareholders will receive two
additional shares of Common Stock for every share held on the
record date of Feb. 25, 2005, and payable on March 11, 2005.  The
stock split will increase the number of shares of the Company's
Common Stock outstanding to approximately 11.9 million.

William L. Westerman, Riviera Holdings' Chairman of the Board,
said, "This stock split represents our commitment to increasing
shareholder value and our belief in the future outlook of the
Company.  We expect that the increase in outstanding shares should
improve the liquidity of our stock and serve to attract a broader
spectrum of both institutional and individual investors.

"We also announced that we have requested our financial advisor,
Jefferies & Company, Inc. to explore strategic alternatives to
maximize shareholder value."

                        About the Company

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and the Riviera Black Hawk
Casino in Black Hawk, Colorado.  Riviera's stock is listed on the
American Stock Exchange under the symbol RIV. Informal discussions
with Amex staff indicate that the Company may meet the standards
of Amex policy Sec. 1003(a).  According to that policy, Amex will
not normally consider suspending dealings in or delisting the
securities of a company, which is below the earnings or net worth
standards if the Company is in compliance with the following:

  (1) Total value of market capitalization of at least
      $50,000,000; or total assets and revenue of $50,000,000 each
      in its last fiscal year, or in two of its last three fiscal
      years; and

  (2) The company has at least 1,000,000 shares publicly held, a
      market value of publicly held shares of at least $15,000,000
      and at least 400 round lot shareholders.

If the Company's share price were to fall below approximately
$5.50 (market capitalization for "publicly held shares" of $15
million) and the Company were eventually delisted from Amex, the
marketability and liquidity of the Company's stock could be
significantly reduced.

At Dec. 31, 2004, Riviera Holdings' balance sheet showed a
$29,293,000 stockholders' deficit, compared to a $30,037,000
deficit at Dec. 31, 2003.


ROGERS COMMUNICATIONS: Posts $450.5M Net Loss in 4th Quarter
------------------------------------------------------------
Rogers Communications, Inc., disclosed its consolidated financial
and operating results for the fourth quarter and twelve months
ended December 31, 2004.

"We ended 2004 with solid results across our businesses,
reflecting our continued success in delivering innovative
offerings and convenience for our customers and the execution of
our recent strategic initiatives and associated financings," said
Ted Rogers, President and CEO of Rogers Communications.  "The
markets for wireless, cable and high-speed Internet services have
continued to be robust, and our focus in 2005 remains on the
disciplined execution of our strategy of profitable growth, the
integration of our recently acquired wireless assets and the
continued deployment of innovative products that add value to our
customers' lives."

Consolidated revenue for the three months ended December 31, 2004,
was $1,566.3 million, an increase of $274.6 million, or 21.3%,
from $1,291.7 million in the corresponding period of 2003.  Of the
increase, Wireless contributed $224.0 million, Cable
$33.3 million, Media $2.5 million and BlueJays $19.8 million.
On a pro forma basis, consolidated quarterly operating revenue
increased by 13.9% and by 20.3% at Wireless.

Consolidated operating profit for the three months ended
December 31, 2004, was $450.5 million, an increase of
$81.2 million, or 22.0%, from $369.3 million in the corresponding
period in 2003.  Of this increase, Wireless contributed
$47.2 million, Cable $14.3 million, Media $9.6 million and the
Blue Jays $2.9 million.  On a pro forma basis, consolidated
quarterly operating profit increased by 25.1% and by 35.4% at
Wireless.  Consolidated quarterly operating profit as a percentage
of revenue increased modestly to 28.8% in the fourth quarter of
2004 from 28.6% in 2003.

                        Operating Income

Operating income increased to $110.4 million for the three months
ended December 31, 2004, an increase of $15.0 million, or 15.7%,
from the $95.4 million earned in the corresponding period of 2003.
This increase primarily reflects the $81.2 million growth in
operating profit partially offset by the $66.2 million increase in
depreciation and amortization.

        Net Income (Loss) and Earnings (Loss) per Share

The Company recorded a loss of $15.5 million in the three months
ended December 31, 2004, or a loss per share of $0.12 per share,
compared to net income of $68.8 million or earnings per share of
$0.24 per share in 2003.  The year-over-year decline in net income
(loss) reflects primarily the increase in operating profit offset
by the increases in depreciation and amortization and in interest
on long-term debt.

Distributions and accretions on Convertible Preferred Securities,
totalling $13.6 million in the fourth quarter of 2004 and
$13.3 million in the fourth quarter of 2003, had the impact of
increasing the basic loss per share by $0.06 for 2004 and
decreasing basic earnings per share by $0.06 for 2003.

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

                         *     *     *

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


ROUGE INDUSTRIES: Wants Plan Filing Period Extended to June 16
--------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the period
within which they have the exclusive right to file a plan of
reorganization to June 16, 2005.  The Debtors also ask the Court
to extend their exclusive period to solicit acceptances for the
plan to August 16, 2005.

Substantially all of the Debtors' assets were acquired on
Jan. 30, 2004, by SeverStal N.A. in exchange for $285.5 million
and other consideration pursuant to the terms of an Asset Purchase
Agreement approved by the Court on Dec. 2, 2003, and subsequently
amended and executed on Jan. 30, 2004.

Alicia B. Davis, Esq., at Morris Nichols Arsht & Tunnell, in
Wilmington, Delaware tells the Court that despite consummation of
the Asset Sale, the Debtors' chapter 11 cases continue to raise
numerous complex issues including:

   * matters relating to the Debtors' significant and multifaceted
     relationship with Ford Motor Company;

   * matters related to claims for benefit and compensation made
     by the Debtors' unionized and salaried former employees;

   * sizeable claims asserted by and related litigation involving
     Duke/Fluor Daniel.

Judge Mary F. Walrath will convene a hearing on March 23, 2005, to
consider the Debtors' request.  By application of Rule 9006-2 of
the Local Rules of Bankruptcy Practice and Procedures of the
United States Bankruptcy Court for the District of Delaware, the
Debtors' exclusive filing deadline is automatically extended
through the conclusion of that hearing.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $558,131,000 and total
debts of $558,131,000.


SALTON INC: Third Point Demands CEO Termination ASAP
----------------------------------------------------
Third Point LLC, one of the two largest shareholders of Salton,
Inc. (NYSE:SFP), wants to see the Company's chief executive
officer, Leonhard Dreimann, terminated immediately.  Third Point
says the CEO's position should be filled either by David Sabin or
William Rue as interim CEO until such time as a qualified
executive can be found.

In a letter sent to Salton's board of directors on Feb. 14, Third
Point CEO Daniel S. Loeb says:

    "In the most recent quarterly results announced Wednesday,
    February 9th, the Company reported yet another "miss" on both
    lower revenues and poor margins.  Short interest is one of the
    few benchmarks that seem to remain stable, with nearly 50% of
    the shares lent out to speculators who are betting that Mr.
    Dreimann will lead this Company into bankruptcy.  Meanwhile,
    the Company's proposed restructuring, which has been in the
    works for over a year, remains a chimera."

For the second fiscal quarter ended Jan. 1, 2005, Salton reported
net sales of $377 million for the quarter versus $397 million for
the same period in fiscal 2004.  The decrease in net sales was due
primarily to a $49 million decline in domestic sales, which offset
a $28.9 million increase internationally.  The international sales
growth resulted from $20.3 million in favorable foreign currency
effects and double digit growth in AMAP, partially offset by
retail buying freezes in a soft UK retail environment.  Salton
reported net income of $2.8 million, versus net income of $12.3
million for the second quarter of fiscal 2004.

Gross profit margins in the second fiscal quarter of 2005 were
26.4% of net sales, compared to 23.1% of net sales in the first
fiscal quarter of 2005.  This compares with 31.1% in the second
fiscal quarter of 2004.  The decline in gross profit from the year
earlier period was a result of lower gross margins domestically,
principally as a result of high raw materials costs and a higher
volume of AMAP electronics sales, which carry lower margins.
Selling, general and administrative expense declined by $13.1
million, driven by a $20.8 million domestic decline, as a result
of the Company's cost reduction initiatives.  This reduction was
partially offset by an increase of $7 million in international
expenses, due to start-up costs to enter new markets and
$4.3 million in foreign currency effects.

For the six months ended Jan. 1, 2005, Salton reported net sales
of $651.1 million versus $635.6 million for the same period in
fiscal 2004.  Salton reported a net loss of $0.4 million, versus
net income of $13.1 million, for the first six months of fiscal
2004.

Mr. Loeb added, "How can the Board's compensation committee
possibly justify granting Mr. Dreimann's exorbitant $600,000
annual salary?  One would assume that only a Board of Directors
with no vested interest would look on while a CEO wastes corporate
assets, is accused of irregularities with respect to the Company's
distribution channel and is accused of trying to bully customers
into engaging in uncompetitive behavior with respect to pricing."

                   $125 Million Comes Due Dec. 15

Shares in Salton trade around $3 today.  They've lost more than
75% of their value since January 2004.

Salton has $125 million of 10-3/4% Senior Subordinated Notes
coming due on Dec. 15, 2005.  Bloomberg data shows those junk-
rated notes trading at 83 this week, for a near-36% yield.
Another $150 million layer of 12.25% Senior Subordinated Notes
matures on April 15, 2008.  The 2008 Notes, Bloomberg data shows,
trade at 71, for a 26.33% yield.

                      Houlihan Lokey on Board

Houlihan Lokey Howard & Zukin is providing the company with advice
about how to refinance its debt obligations.  Harris Rubinroit at
Bloomberg News reports that the company may try to secure a bank
loan to retire the bonds.  Silver Point Finance, LLC, arranged a
$275 million line of credit for Salton in June 2004.

                        About the Company

Salton, Inc., is a leading designer, marketer and distributor of
branded, high quality small appliances, electronics, home decor
and personal care products.  Its product mix includes a broad
range of small kitchen and home appliances, electronics for the
home, tabletop products, time products, lighting products, picture
frames and personal care and wellness products.  The company
sells its products under a portfolio of well recognized brand
names such as Salton(R), George Foreman(R), Westinghouse(TM),
Toastmaster(R), Melitta(R), Russell Hobbs(R), Farberware(R),
Ingraham(R) and Stiffel(R).  It believes its strong market
position results from its well-known brand names, high quality and
innovative products, strong relationships with its customer base
and its focused outsourcing strategy.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2004,
Standard & Poor's Ratings Services lowered its corporate rating on
small appliance manufacturer Salton Inc. to 'CCC' from 'CCC+', and
lowered its subordinated debt rating to 'CC' from 'CCC-'.

The outlook on Lake Forest, Illinois-based Salton is negative.
Total debt outstanding as of October 2, 2004, was $490.0 million.

"The downgrade is based on Salton's increasingly constrained
liquidity and lower prospects for improving profitability for the
upcoming Christmas selling season," said Standard & Poor's credit
analyst Martin S. Kounitz. The ratings reflect Salton's weak
liquidity, a result of increasingly challenging conditions in the
small appliance market.

For the past 12 months ended October 2, 2004, Salton's EBITDA
declined precipitously, by more than 50%. Underlying this decline
is saturated domestic consumer demand for the George Foreman line
of products, and a cost structure built while the company was
continuing to grow. Recently introduced new products, such as the
Melitta One:One coffee maker, compete in extremely challenging
categories and often have lower margins than the products they
replace.

Profitability has declined with raw material price increases and
sales of discounted merchandise to reduce inventory. Standard &
Poor's is also concerned about the company's potentially lower
Christmas sales for the 2004 season, reflecting weaker demand and
product shortages of better-selling lines occurring from
operational bottlenecks at its third-party suppliers in China.


SANMINA-SCI: Moody's Puts B1 Rating on $300MM Senior Sub. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$300 million eight-year senior subordinated notes issue of
Sanmina-SCI Corporation.  At the same time, the Company's existing
ratings and stable outlook were affirmed.  Net proceeds from this
unregistered notes offering are expected to be utilized to
refinance a portion of the Company's existing zero coupon
convertible subordinated debentures due September 2020.

The Company will retain the option to refinance the residual
portion of these subordinated debentures' scheduled September 2005
put (estimated accreted residual value of $332 million as of the
put date) through cash, stock or some combination of it.

The new rating assignment and affirmation of existing ratings
reflect Sanmina-SCI's consistently solid operating performance,
with healthy year-over-year (six consecutive quarters of
double-digit growth) and sequential sales growth as well as margin
expansion realized from stabilizing enterprise spend and an
increased contribution from emerging end markets (industrial &
semiconductor, aerospace & defense, medical and automotive).

Further, these ratings incorporate the expectation that IT
enterprise spend will improve in the latter half of 2005, and that
increased margins will be attained from sales growth (accelerating
outsource trends of non-IT & telecom end markets), greater
internal components sourcing (Pentex-Schweizer acquisition) and
ongoing operational cost restructuring benefits.  The ratings also
reflect the company's highly leveraged capital structure (4.1x
total debt and 4.5x rent adjusted total debt to adjusted TTM
EBITDA as of December 2004), sub-optimal capital return levels and
recently increased free cash flow generating volatilities.

These ratings also incorporate the Company's solid tier 1 market
position serving high margin end markets that include enterprise
computing & storage and communications infrastructure (43% total
sales).  The Company's vertical components manufacturing solution,
when operating efficiently and in a "bundled" concept with
Sanmina's emerging original design manufacturing and long
established EMS offerings, delivers tangible competitive
differentiation in terms of the value proposition offered to the
various end market OEMs.

The market appeal of these offerings has been affirmed through
recent, across the board program wins involving industry leading
companies.  Looking ahead through 2005, it is expected that
continued operating performance enhancement (more favorable demand
dynamics; increased ODM activity; lower cost base; more
effectively utilized PCB operations), long awaited margins
acceleration and a return to moderately positive, sustainable free
cash flow will be realized.

The Company's SGL-1 speculative grade liquidity rating is
supported by its significant cash balances, totaling ~$1.1 billion
as of December 2004, and access to a committed $500 million
secured revolving line of credit (unutilized and fully available,
pro forma for this notes offering).  This liquidity rating also
incorporates the expectation that the company will partially
refinance the 0% coupon convertible notes possessing a September
2005 put option with proceeds from this proposed notes offering,
with the residual notes' accreted balance of ~$332 million as of
the put date settled with on-hand liquidity.

The ratings may encounter near term upward pressure from the
company's ability to deliver stronger, sustainable cash flow from
operations and free cash flow, resulting from some combination of:

   (i) more favorable end market demand dynamics;

  (ii) fuller realization of prior period restructuring
       initiatives and

(iii) more efficient PCB operating results, driven in part by
       Pentex-Schweizer broadening the total available
       marketplace, lowering the overall cost base and raising
       aggregate utilization levels; and

  (iv) continued ramp of the highly profitable ODM offerings.

Resulting improved credit statistics would consist of total
leverage at or below 3.0x and EBITDA less Capital Expenditures to
Interest at or in excess of 3.0x.

Further, the Company would secure more efficient operating results
in the form of a cash conversion cycle in the low-to-mid 20 days
area and returns on tangible invested capital in the high teens.
Conversely, the ratings may encounter near term downward pressure
from some combination of the:

  (i) reversal in recent, favorable sales and margin improvements
      resulting from more sustained softening in end markets'
      demand, as well as associated negative operating leverage
      realized from PCB results; and

(ii) resulting increased pressures on working capital management
      practices and ability to return / sustain positive free cash
      flow generation. Such challenges would produce deteriorated
      credit statistics, to include total leverage at or in excess
      of 5.5x and EBITDA less Capital Expenditures to Interest of
      less than 2.0x.

The new rating assigned is:

  (i) B1 rating on Sanmina's new $300 million senior subordinated
      notes, due 2013

The existing ratings have been affirmed are:

  (i) Ba1 rating on Sanmina's $500 million guaranteed senior
      secured (first lien) revolving credit facility, due 2007;

(ii) Ba2 rating on Sanmina's $750.0 million 10.375% senior
      secured notes (second lien), due 2010;

(iii) B1 rating on SCI Systems Inc.'s $521.3 million 3%
      convertible subordinated notes, due 2007 (guaranteed by
      Sanmina-SCI Corporation);

(iv) B1 rating on Sanmina's $614.2 million (accreted value) zero
      coupon convertible subordinated debentures, due 2020;

  (v) Ba2 senior implied rating;

(vi) Ba3 senior unsecured issuer rating; and

(vii) SGL-1 speculative grade liquidity rating.

The new notes will be sold in a privately negotiated transaction
without registration.  However, the issue is structured to permit
resale under Rule 144A and for the notes to become registered
within the next six months.

Sanmina-SCI Corporation, headquartered in San Jose, California, is
a leading electronics contract manufacturing services company
providing a full spectrum of integrated, value-added solutions.
For the last twelve months ended December 2004, the Company
generated approximately $12.5 billion in net sales and $460
million in Adjusted EBITDA (excludes non-recurring and unusual
charges).


SATCON TECH: Names David O'Neil as VP of Finance & Treasurer
------------------------------------------------------------
SatCon Technology Corporation(R) (Nasdaq NM: SATC), a developer
and manufacturer of electronic power control systems, has
appointed David E. O'Neil as Vice President of Finance and
Treasurer, effective March 1, 2005.  Dave O'Neil joined SatCon in
February of 2002 as Controller of the Electronics Division.  In
November of 2002 he was promoted to Vice President and General
Manager of that Division.  As such, he has provided the strategic
and tactical leadership to enable the management team to turn the
Electronics Division into a profitable operating unit.  Mr. O'Neil
holds a BS in Accounting from Bentley College, and an MBA from
Suffolk University.

Prior to joining SatCon, Mr. O'Neil's career spanned over 29 years
at Polaroid Corporation, with the past 15 years in executive level
positions in the Controller and Purchasing functions.  As Division
Vice President and Group Controller of Global Sales and Marketing,
he led a multi-cultural financial organization in restructuring
the efforts required to support the Sales and Marketing teams.
Dave also served as Division Vice President of Purchasing where he
provided strategic direction and tactical leadership for the
procurement of over a billion dollars worth of materials and
services for multiple global manufacturing and marketing
locations.  He also led a cross functional team to reorganize
Purchasing into commodity focused teams which resulted in annual
cost reductions of over $20 million.  Also, he reduced the annual
working capital needs by over $20 million per year for three
consecutive years by implementing and managing a series of
metrics.  As Group Controller for Global Manufacturing and
Logistics, he successfully led the efforts to reduce manufacturing
costs by 3% annually for five years in a row.

"We think Dave will be a strong member of the management team in
this new position," said David Eisenhaure, SatCon Chairman and
Chief Executive Officer.  "Dave's knowledge of performance
management reporting and metrics, along with his skills in
financial analysis, Balance Sheet management and team building are
his greatest strengths.  His first three years at SatCon have
shown that he brings a wealth of experience and a collaborative
style to the workplace and his appointment to the position of vice
president of finance should be a seamless transition for the
company."

                        About the Company

SatCon Technology Corporation -- http://www.satcon.com/--  
manufactures and sells power control systems for critical military
systems, alternative energy and high-reliability industrial
automation applications. Products include inverter electronics
from 5 kilowatts to 5 megawatts, power switches, and hybrid
microcircuits for industrial, medical, military and aerospace
applications. SatCon also develops and builds digital power
electronics, high-efficiency machines and control systems for a
variety of defense applications with the strategy of transitioning
those technologies into multiyear production programs.

                       Going Concern Doubt

SatCon Technology received a going concern opinion from its
auditors contained in its Form 10-K for the fiscal 2004 fourth
quarter and year-end, which ended Sept. 30, 2004, filed with the
Securities and Exchange Commission.

Revenues for the 12 month period ending September 30, 2004,
increased by 27% from $26.9 million in fiscal 2003 to $34.2
million for fiscal 2004.  Backlog was up 20% to $24 million, the
highest quarterly backlog reported since the Company began
reporting quarterly backlog data about two years ago.  The Company
decreased its operating losses from $26 million in fiscal 2003 to
$4 million in fiscal 2004.  The Company also raised $8 million in
cash through an equity financing.


SAXON ASSET: Moody's Reviews Ratings on 11 Certs. & May Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade eleven subordinate certificates from five transactions,
and placed under review for possible upgrade three subordinate
certificates from three transactions, all issued by Saxon Asset
Securities Trust in 2000 and 2001.

These certificates are secured by fixed rate and adjustable rate
home equity loans.  The review will focus on the bonds' current
credit enhancement levels compared to the current projected loss
numbers.  The underlying collateral of the certificates being
placed on review for possible downgrade appears to be performing
worse than Moody's original expectations.

The credit profile of the certificates being reviewed for possible
upgrade appears to have strengthened.  This is in large part due
to the build-up of credit enhancement relative to expected future
losses in the underlying mortgage pools.

The complete rating actions are:

Under Review for Possible Downgrade:

   * Series 2000-1; Class MF-2, current rating A2, under review
     for possible downgrade

   * Series 2000-1; Class BF-1, current rating Ba3, under review
     for possible downgrade

   * Series 2000-4; Class MF-2, current rating Baa2, under review
     for possible downgrade

   * Series 2000-4; Class BF-1, current rating B1, under review
     for possible downgrade

   * Series 2001-1; Class MF-2, current rating Baa2, under review
     for possible downgrade

   * Series 2001-1; Class BF-1, current rating B2, under review
     for possible downgrade

   * Series 2001-2; Class M-1, current rating Aa2, under review
     for possible downgrade

   * Series 2001-2; Class M-2, current rating A2, under review for
     possible downgrade

   * Series 2001-2; Class B-1, current rating Baa2, under review
     for possible downgrade

   * Series 2001-3; Class M-2, current rating A2, under review for
     possible downgrade

   * Series 2001-3; Class B, current rating Baa2, under review for
     possible downgrade

Under Review for Possible Upgrade:

   * Series 2000-1; Class MV-2, current rating Aa2, under review
     for possible upgrade

   * Series 2000-4; Class MV-2, current rating Aa2, under review
     for possible upgrade

   * Series 2001-1; Class MV-2, current rating Aa3, under review
     for possible upgrade


SBA COMMUNICATIONS: Changes Accounting for Ground Leases
--------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) disclosed that, in
connection with the Feb. 7, 2005, SEC statement issued by the
Staff of the Office of the Chief Accountant and consistent with
other public companies in the tower and other industries, it has
reviewed its accounting practices and determined that it will
adjust its method of accounting for certain types of ground leases
underlying its tower sites.  As a result of this accounting
adjustment, SBA will calculate its straight-line ground lease
expense for certain types of leases using a time period that
equals or exceeds the time period used for depreciation of the
tower, which is typically 15 years.  Prior to the adjustment, SBA
calculated its straight-line ground rent expense using the current
lease term (typically five years) without regard to renewal
options.

SBA, in consultation with its external auditors, is reviewing the
impact of the adjustment on its historical financial statements.
SBA expects to complete its review of this matter and determine
the impact on 2004 and prior years' financial statements prior to
releasing fourth quarter and full year 2004 results on Feb. 28,
2005.  In the event that the Company concludes that the impact of
the adjustment is material to prior period financial statements,
restatements of those prior period financial statements will be
made as appropriate.  Any adjustments will be non-cash in nature,
and will not affect historical or future cash flows from
operations or the timing of payments under related ground leases.
Any adjustment is not expected to have an impact on cash balances,
compliance with any financial covenant or debt instrument, or the
current economic value of SBA's leaseholds and its tower assets.
The Company anticipates that the non-cash adjustment will increase
reported ground rent expense by approximately $1.5 million to
$2.5 million for fiscal 2005 and have no impact on cash flows from
operations.

                         About the Company

SBA Communications Corporation -- http://www.sbasite.com/-- is a
leading independent owner and operator of wireless communications
infrastructure in the United States. SBA generates revenue from
two primary businesses -- site leasing and site development
services.  The primary focus of the Company is the leasing of
antenna space on its multi-tenant towers to a variety of wireless
service providers under long-term lease contracts.  Since it was
founded in 1989, SBA has participated in the development of over
25,000 antenna sites in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service assigned a Caa1 rating to the recently
issued $250 million 8.5% Senior Notes due 2012 of SBA
Communications Corp. Moody's also upgraded the ratings of SBA
Communications and its subsidiaries, as outlined below, based upon
the improved free cash flow profile of the company from cash flow
growth and the benefits of its recent financing activities.

The affected ratings are:

   -- SBA Communications Corporation

      * Senior Implied Rating -- B2 (upgraded from B3)
      * Issuer Rating -- Caa1 (upgraded from Caa2)
      * 8.5% Senior Notes due 2012 -- Caa1 (assigned)
      * 10.25% Senior Notes due 2009 -- rating withdrawn

   -- SBA Telecommunications, Inc.

      * 9.75% Senior Discount Notes due 2011 -- B3 (upgraded
        from Caa1)

   -- SBA Senior Finance, Inc.

      * $75 million senior secured revolving credit facility
        expiring 2008 -- B1 (upgraded from B2)

      * $325 million senior secured term loan maturing 2008 --
        B1 (upgraded from B2)


SOLUTIA INC: Cuts Rent on Ashley Warehouse Lease by $540,000
------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates seek the authority of the
U.S. Bankruptcy Court for the Southern District of New York to
amend and assume a certain lease with Ashley Brownstown South,
LLC, which relates to Solutia's lease of warehouse space in
Brownstown Township, Michigan.

On February 11, 1999, Ashley leased to Solutia a 275,886-square
foot warehouse space at 19881 Brownstown Center Drive, Suites 820
and 850, in Brownstown Township, Michigan.  The Lease will expire
on October 31, 2009, with monthly rent of $93,173.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in New
York, relates that the Premises are located near Solutia's
Trenton, Michigan plant, where Solutia's performance products
division manufactures Saflex(R).  Saflex(R) is a protective
interlayer material made of polyvinyl butyral used by glass
manufacturers and laminators, especially for the automotive and
architectural sectors, to enhance the performance and appearance
of glass products.  Saflex is a very profitable component of the
Solutia Group's performance films division.  Due to its unique
characteristics, Saflex must be stored in a refrigerated space.
The Premises have been specifically outfitted for this type of
storage, and their proximity to the Trenton Plant facilitates
Solutia's ability to transport and store the Saflex that it
produces.  Solutia primarily uses the Premises for staging
material prior to shipping and also for housing a stock of
inventory.  The Debtors use the Premises as the primary North
American distribution center for Saflex.

The ability to safely and efficiently store Saflex and prepare
distribution to customers near the Trenton Plant is crucial to
facilitating the Debtors' ability to satisfy customer demands,
Ms. Labovitz says.  Because of the need for refrigerated warehouse
space close to the Trenton Plant, and because the coolers
necessary for refrigeration installed in the Premises are owned by
Solutia and would be very difficult and expensive to move, it was
very likely that Solutia would have assumed the Lease at some time
during its Chapter 11 case whether or not Ashley was willing to
amend the contract.

                    Amendment to the Lease

The parties agree to amend the Lease to extend the term by 18
months so that it would now expire in April 2011.  If there are
changes in Solutia's business which affect its need for warehouse
space, the Amended Lease retains Solutia's right to reduce its
space commitments -- the original Lease provides Solutia a
one-time option to reduce the Premises, either by 170,824 square
feet or 105,062 square feet, upon the payment of a fee to Ashley
to reimburse Ashley for its costs.  The Amended Lease retains
these options but extends their exercise date to Sept. 30, 2008.

The Amended Lease also reduces the cost of leasing the Premises,
effective as of January 1, 2005.  Solutia believes that the
reduction in rent will result in savings of $540,000, reducing
cost by 7.5% over the life of the Amended Lease.

Solutia and Ashley agree that there are no outstanding prepetition
amounts due and owing under the Lease.  Furthermore, Solutia
believes that adequate assurance of future performance under the
Amended Lease is provided by its operational credibility and
history of dealings with Ashley.

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)


STELCO INC: Board Will Review Bids This Friday
----------------------------------------------
Stelco, Inc.'s (TSX:STE) board of directors will be meeting on
February 18 to assess the various bids in the company's capital
raising process.  Once the subsequent detailed analysis of the
bids has been conducted, the Board will be in a position to make
decisions regarding the bids and the next steps to pursue in the
process.  Any bids accepted by Stelco will be subject to the
approval of the Superior Court of Justice (Ontario).

In accordance with the Court-approved procedures governing this
process, offers for the recapitalization or purchase of Stelco's
core integrated steel business, its non-core subsidiaries or any
combination thereof were due by the end of February 14, 2005.

Several interested parties, including Deutsche Bank as the
'stalking horse' bidder, participated in the process.  The Company
declined to identify the bidders or to discuss the terms of the
offers.  As reported in yesterday's edition of the Troubled
Company Reporter, Severstal Group said it made a formal offer.

With respect to the Company's non-core subsidiaries, Stelco says a
number of offers were received.  Here, too, the Company declined
to identify the bidders or to discuss the terms of the offers.

Hap Stephen, Stelco's Chief Restructuring Officer, said, "We're
pleased with the outcome of the Court-supervised process and with
the number of offers that have been submitted.  Our goal from the
outset has been a competitive process in the interests of all our
stakeholders.  We believe that objective has been achieved."

Mr. Stephen indicated that the Company, its financial advisors and
the Court-appointed Monitor will proceed to assess the bids and to
seek clarification as may be required from the bidders.

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.


TELCORDIA TECHNOLOGIES: S&P Puts B+ Corp. Credit Rating to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Piscataway, New Jersey-based Telcordia
Technologies Inc.  The outlook is stable.

In addition, a 'B+' bank loan rating was assigned to Telcordia
Technologies' $620 million senior secured bank facilities.  A
recovery rating of '2' also was assigned to the loan, indicating
the expectation for a substantial recovery of principal (80%-100%)
in the event of a default.  At the same time, a 'B-' rating was
assigned to the company's $350 million senior subordinated notes
due in 2013.

"The ratings reflect Telcordia Technologies' below-average
business profile (a result of its narrow and mature addressed
market), significant customer concentration, and a leveraged
financial profile," said Standard & Poor's credit analyst Philip
Schrank.

The ratings are, however, supported by a leading position in
providing products and services for regional Bell operating
companies and global carriers, and a solid recurring revenue
stream.

Telcordia Technologies has experienced double-digit revenue
declines over the past three years; however, Standard & Poor's
expects stabilization and modest growth over the next few years as
telecom service providers begin to reinvest in their
infrastructure, offsetting likely continued modest declines
in profitable maintenance revenues.

Operations are defensible over the intermediate term because of
customers' investment in Telcordia Technologies' proprietary and
scalable technology, coupled with contractual relationships with
very high switching costs.  The company's backlog of contracted
maintenance provides good near-term revenue visibility despite
Standard & Poor's expectation for continuing pricing pressure.


TIMBERLAND LOGGING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Timberland Logging
        7904 Alabama Highway 191
        Maplesville, Alabama 36750

Bankruptcy Case No.: 05-30367

Type of Business: The Debtor is a logger.

Chapter 11 Petition Date: February 10, 2005

Court: Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Robert L. Shields, III, Esq.
                  The Shields Law Firm
                  2025 Third Avenue, North
                  Suite 301, The Massey Building
                  Birmingham, AL 35203
                  Tel: 205-323-0010

Total Assets: $1,161,384

Total Debts:  $3,218,444

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Peachtree Bank                80 Acres 023017         $2,400,000
P.O. Box 39                   9324001401000.000
Maplesville, AL 36750         Lumber & Wood +
                              Equipment
                              1996 John Deere
                              750C Dozer; 1996
                              John Deere 648G
                              Skidder; 1998 John
                              Deere 648G Sk
                              Secured value:
                              $830,000

Layton & Sue Lenoir                                     $199,776
7904 AL Hwy 191
Maplesville, AL 36750

Southwest Tyre                                           $26,285
P.O. Box 5172
Silver City, NM 88062

Bowden Oil                                               $23,087

Internal Revenue Services                                $14,754

Hullett, Kellum & McKinney                                $7,612

Chevron & Texaco Card                                     $6,554
Service

Warrior Tractor                                           $4,546

Timber Products Southeast                                 $2,759

Farm Plan                                                 $2,464

Alabama Dept. of Revenue                                  $2,114
Withholding Tax Revenues

Sue Lenoir                                                $2,000

Cintas                                                    $1,735

Interstate Batteries                                      $1,356

Hawkins & Rawlinson, Inc.                                 $1,200

Mike's Auto Parts                                         $1,046

Terry's Small Engines                                       $992

Dennis Welding                                              $943

Schaffer Oil Co.                                            $786

Southern Company                                            $455


TOWER AUTOMOTIVE: Bankruptcy Prompts Moody's to Withdraw Ratings
----------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Tower
Automotive, Inc., and its wholly owned subsidiaries R.J. Tower
Corporation and Tower Automotive Capital Trust following the
company's filing for Chapter 11 bankruptcy protection on
February 2, 2004.

RJ Tower did not make the scheduled Euro 6.9 million semiannual
interest payment that was due on February 1, 2005 for its Euro 150
million of 9.25% guaranteed senior unsecured notes due August
2010.  Management additionally determined that it would not be
prudent to activate the 30-day grace period, given the belief that

Tower Automotive's problems stemmed from the fact that the company
required significant relief from its highly leveraged capital
structure.  Tower's operating performance had actually
demonstrated steady improvement over the past year as the new
management team restructured operations, improved launch
procedures and rolled out a meaningful series of large new
programs.

In conjunction with its Chapter 11 filing, Tower Automotive has
arranged commitments for up to $725 million in debtor-in-
possession financing, subject to court approval.

The specific ratings associated with Tower and its subsidiaries
that were withdrawn are:

   * Withdrawal of the B3 ratings for RJ Tower's $424 million of
     remaining guaranteed first-lien senior secured credit
     facilities, consisting of:

   * $50 million revolving credit facility due May 2009;

   * $374 million remaining term loan B due May 2009;

   * Withdrawal of the Caa2 rating for RJ Tower's $155 million
     guaranteed second-lien senior secured synthetic letter of
     credit term loan facility;

   * Withdrawal of the Ca rating for RJ Tower's $258 million of
     12% guaranteed senior unsecured notes due June 2013;

   * Withdrawal of the Ca rating for RJ Tower's Euro 150 million
     of 9.25% guaranteed senior unsecured notes due August 2010;

   * Withdrawal of the C rating for Tower Automotive Capital
     Trust's $258.75 million of 6.75% guaranteed trust convertible
     preferred securities due June 2018;

   * Withdrawal of Tower's Caa1 senior implied rating;

   * Withdrawal of Tower's Ca senior unsecured issuer rating;

   * Withdrawal of Tower's SGL-4 speculative-grade liquidity
     rating

   * Withdrawal of the negative rating outlook

Tower Automotive, Inc., headquartered in Novi, Mich., is a Tier 1
supplier of structural components and assemblies for automotive
manufacturers.  Annual revenues approximate $3.0 billion.


US AIRWAYS: Court Denies Pegasus' Request for Adequate Protection
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 5, 2005,
Pegasus Aviation and its affiliate Pacific AirCorp 24554, Inc.,
ask the U.S. Bankruptcy Court for the Eastern District of Virginia
to require US Airways, Inc., and its debtor-affiliates to provide
adequate protection for its aircraft.

Pacific AirCorp 24554, Inc., owns a Boeing 737-400 with Tail No.
N432US, that is leased to the Debtors for $90,000 per month.

                         Debtors Object

Pursuant to a March 31, 2003, Lease Agreement with Pacific Aircorp
24554, Inc., a Pegasus affiliate, the Debtors lease a Boeing
737-400.  Subject to extensions, the Lease expires in July 2008.
Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
informs the Court that the Debtors are current on all postpetition
obligations under the Lease.

According to Mr. Leitch, Pegasus appears to be seeking adequate
protection because the Aircraft recently underwent maintenance and
each day that passes diminishes the value of the Aircraft.
Moreover, Pegasus asserts that each hour the Aircraft is used
causes wear and tear, bringing it closer to the next maintenance
event, which diminishes its value.

Mr. Leitch argues that worries about diminution in value are
misplaced.  The Debtors performed a heavy airframe maintenance
check on the Aircraft in September 2004.  If the Debtors returned
the Aircraft today, the airframe would be in a better condition
than required under the Lease.  Moreover, the Lease does not
require "maintenance reserves."

Pursuant to Section 1110 protections and a 1110 Agreement, the
Debtors are compelled to perform all obligations required under
the Lease, except maintenance reserves.  Therefore, Pegasus'
request for adequate protection payments exceeds what is necessary
to adequately protect its interest in the Aircraft.  Pegasus
cannot unilaterally decree what constitutes additional adequate
protection requirements, especially when those requirements are
not even included in the Lease.  Mr. Leitch contends that Pegasus'
request is misplaced and should be denied or, at the very least,
be deemed moot and should be withdrawn.

                          *     *     *

Judge Mitchell denies Pegasus' request for adequate protection
payments, or in the alternative, for relief from the automatic
stay.  Judge Mitchell will hold a status hearing on May 19, 2005,
at 9:30 a.m. to determine whether a date should be set for the
Debtors to assume or reject the lease.

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 HOTEL CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: US Hotel Corporation
        200 East Rand Road
        Mount Prospect, Illinois 60056

Bankruptcy Case No.: 05-04783

Type of Business: The Debtor provides a variety of professional
                  hotel services to individual owners, financial
                  institutions, investors and hospitality related
                  companies.  The Debtor specializes in operating
                  both stable and turnaround properties.  See
                  http://members.aol.com/hotelcorp/hotel.html

Chapter 11 Petition Date: February 14, 2005

Court:  Northern District of Illinois (Chicago)

Judge:  Carol A. Doyle

Debtor's Counsel: Ariel Weissberg, Esq.
                  Weissberg & Associates Ltd.
                  401 South LaSalle Street, Suite 403
                  Chicago, Illinois 60605
                  Tel: (312) 663-0004

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Internal Revenue Service                      $150,000
Kansas City, MO 64999

Ramada Franchise Systems, Inc.                 $40,000
PO Box 360113
Pittsburg, PA 15251-6113

Illinois Department of Revenue                 $35,803
PO Box 19447
Springfield, IL 62794-9447

ComEd                                          $18,222
Bill Payment Center
PO Box 805376
Chicago, IL 60680-5376

Clear Channel Airports                          $7,200

I.D.E.S.                                        $4,494

Lato Supply Corporation                         $2,915

Nicor Gas                                       $1,696

MPower Communications                           $1,363

Ecolab                                          $1,096

A. Barr Sales, Inc.                               $660

State Chemical Manufacturing Company              $616

Sara Lee Coffee & Tea                             $585

NSI Signs, Inc.                                   $550

Saflok                                            $527

SBC Ameritech                                     $513

Farmer Brothers Company                           $430

Nextel Communications                             $363

Alsco                                             $370

RGI Publications, Inc.                            $321


VALOR COMMS: Appoints Six New Directors to Board
------------------------------------------------
Valor Communications Group (NYSE: VCG) disclosed the addition of
six new members to the company's board of directors effective
Feb. 8, 2005.  They are as follows:

Stephen B. Brodeur is the former chief executive officer of the
Cambridge Strategic Management Group.  CSMG, now a major division
of The Management Network Group, is a leading provider of
management consulting services to emerging and established
telecommunications operators, equipment manufacturers and
financial services companies.  As a consultant to
telecommunications and related industries for 18 years, Mr.
Brodeur has helped clients evaluate business opportunities and
identify critical risk factors in entering new markets or
deploying new technologies.  He has consulted for domestic and
international companies including Verizon, Bell Canada, SBC,
Sprint, AT&T, CenturyTel, FPL, British Telecom, Telstra, Nextel,
Siemens, Nortel, Corning and Cisco.

Michael Donovan is an associate at Welsh, Carson, Anderson & Stowe
(WCAS).  Before joining WCAS in 2001, Donovan worked at Windward
Capital Partners and in the investment banking division at Merrill
Lynch.  He is currently a board member of Accuro Healthcare
Solutions Inc. and Onward Healthcare Inc.

Edward Lujan is chairman of the board of Manuel Lujan Agencies, a
family insurance and real estate business in New Mexico.  Mr.
Lujan is also chairman of the board for the National Hispanic
Cultural Center of New Mexico and serves on numerous state and
local advisory councils and boards for business, economic
development and education.  He also served as a member of the New
Mexico Governmental Ethics Oversight Committee, and was a member
of VALOR Telecom's original board of directors and board of
managers.

John (Jack) J. Mueller is president and chief executive officer of
VCG. He joined VALOR Telecom in April 2002 as executive vice
president and chief operating officer, and later president.
Before joining VALOR, Mr. Mueller spent 23 years at Cincinnati
Bell Inc., serving as president of Cincinnati Bell Telephone
Company; president of various business units; and general manager
of Consumer Markets.

M. Ann Padilla is president and chief executive officer of Sunny
Side, Inc./Temp Side, a staffing resource company in Denver,
Colo., specializing in administrative, professional and technical
recruiting.  Ms. Padilla has served on the board of directors and
advisory councils at various banks and financial institutions and
is also a trustee for the Denver Center for Performing Arts.  She
was a member of VALOR Telecom's original board of directors, and
has received numerous awards from national and state business
organizations.

Federico Pena is a managing director at Vestar Capital Partners in
Denver, Colo., since 1999. Pena was formerly the U.S. Secretary of
Energy and the U.S. Secretary of Transportation in the Clinton
Administration.  Prior to serving in the cabinet, he was president
and chief executive officer of Pena Investment Advisors from 1991
to 1992 and the mayor of Denver from 1983 to 1991.  Mr. Pena was a
member of VALOR Telecom's original board of directors and board of
managers.

New members will join the current board comprised of:

   -- Anthony J. de Nicola, chairman and director;
   -- Kenneth R. Cole, vice chairman and director; and
   -- directors Todd Khoury and Sanjay Swani.

"We welcome our new board members to VCG, and we look forward to
their leadership and expertise," said Mr. de Nicola.  "This is an
exciting time for VCG as we embark on a new course as a publicly
traded company."

Anne K. Bingaman, board chairman of VALOR Telecom, announced her
retirement from the company.  Ms. Bingaman was the company's
founder and served as VALOR Telecom's chief executive officer from
the company's inception through January 1, 2002.  Prior to
founding VALOR, Ms. Bingaman served as president of the local
services division of LCI International, Inc.; Assistant Attorney
General in charge of the Antitrust Division at the United States
Department of Justice from 1993 to 1996; and was a partner at
Powell, Goldstein, Frazier & Murphy in Washington, D.C.  "Anne's
vision was the catalyst for creating VALOR Telecom, and we thank
her for the strong commitment, passion and years of outstanding
service to the company and to the board," said Mr. de Nicola.

VCG also recognizes and thanks the original members of the board
of directors of VALOR Telecom for their years of service and the
leadership role they played in the company's formation and
success.  Former board members include: Toney Anaya, Ernesto M.
Chavarria, John C. Corella Jr., William (Bill) E. Garcia, Manuel
Lujan Jr., Ronald E. Montoya, Andrew Ramirez, Henry Rivera,
Ambassador Edward L. Romero, and J. Ben Trujillo. "I personally,
and everyone else associated with VALOR, understand the enormous
contributions made by our original board members," said Bingaman.
"We are grateful for their service and commitment to the company."

                        About the Company

Valor Communications Group -- http://www.valortelecom.com/-- is
one of the largest providers of telecommunications services in
rural communities in the southwestern United States.  The company
offers to residential, business and government customers a wide
range of telecommunications services, including: local exchange
telephone services, which covers basic dial-tone service as well
as enhanced services, such as caller identification, voicemail and
call waiting; long distance services; and data services, such as
providing digital subscriber lines. Valor Communications Group is
headquartered in Irving, Texas.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Valor Communications Group, Inc., which will
become the new parent company of Valor Telecommunications LLC upon
the successful completion its initial public offering.  The
outlook is negative.

Simultaneously, Standard & Poor's assigned its 'BB-' rating to
Valor Telecommunications Enterprises LLC's -- VTE -- proposed
$965 million senior secured bank facility.  A recovery rating of
'3' also was assigned to the bank loan, indicating the expectation
for a meaningful recovery of principal (50%-80%) in the event of a
default or bankruptcy.  VTE is an indirect subsidiary of Valor.
Closing of the IPO is contingent upon completion of the new credit
facility.

In addition, Standard & Poor's assigned its 'B' rating to the
$280 million senior unsecured notes due 2015, to be issued under
Rule 144A with registration rights by VTE and Valor
Telecommunications Enterprises Finance Corp. -- co-issuers.  The
IPO is not contingent upon the issuance of these notes.

Cash proceeds of about $500 million from the IPO will be used to
pay down the company's second-lien loan and senior subordinated
loan.  Proceeds from the new bank facility and senior unsecured
notes will be used to repay the existing term loan.  Ratings on
the existing second-lien loan, senior subordinated loan, and
senior secured term loan will be withdrawn upon completion of the
proposed transactions.  In addition, the corporate credit rating
on Valor Telecommunications Enterprises LLC and Valor
Telecommunications Enterprises LLC II will be withdrawn due to the
guarantees provided by the new parent company of these
subsidiaries' debt.  If the proposed transactions are not
completed, existing ratings will remain at their current levels;
therefore, these ratings were removed from CreditWatch.

"The new ratings reflect the deleveraging impact of the proposed
IPO," said Standard & Poor's credit analyst Rosemarie Kalinowski.
"However, the negative outlook assigned to Valor addresses the
potential longer-term impact of cable telephony on the company's
competitive position."  Pro forma for the transactions, total debt
outstanding was about $1.2 billion as of Sept. 30, 2004.  Valor
plans to pay a significant annual dividend of about 75% of free
cash flow.


VEO: List of its 20 Largest Unsecured Creditors
-----------------------------------------------
Veo released a list of its 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Horng Technical Enterprises Co.          $1,176,961
9F 301 Sec 2 Tiding Blvd.
Neihu, Taipei

Ability Enterprise Co., Ltd.               $439,470
Optic Product Business Unit
4FL., NO. 8, Lane 7, Wuchiuan
Wugu, Shiang, Taipei

Mao-Shen Lin                               $300,353
13962 Pierce Road
Saratoga, CA 95070

World Optical Co., Ltd.                    $171,000

Cromwell PTE, Ltd.                         $144,336

Best Wise International Computes           $139,946

Atmel Corporation                          $132,991

IGM Corporation                            $132,470

Multi-Fineline                             $129,420

Sanyo Semiconductor                         $84,545

Aglient Technologies                        $46,440

Wearnes Technology                          $35,878

GCI Group                                   $32,586

Atlantic Specialty Insurance Co.            $31,922

Mao Ann Enterprises, Co., Ltd.              $30,872

Chrontel                                    $30,000

Micron Semiconductor Products               $25,663

Asia Optical Int'l, Ltd.                    $18,158

Cygnal Integrated Products, Inc.            $14,050

Payment Remittance Center                   $13,963

Headquartered in San Jose, California, Veo fdba Xirlink, Inc. --
http://www.veo.com/-- is a hardware technology company that
develops quality digital imaging devices.  The Company filed for
chapter 11 protection (Bankr. N.D. Calif. Case No. 05-50680) on
February 9, 2005.  David A. Boone, Esq., at Law Offices of David
A. Boone, represents the Company in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million to $50 million.


VERITAS FINANCIAL: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Cherry

Debtor: Veritas Financial Corporation
        241 Fifth Avenue, Suite 302
        New York, New York 10016

Bankruptcy Case No.: 05-10774

Type of Business: The Debtor is in the financial services
                  business.  The Debtor principal activity is the
                  ownership of a 63% shareholder interest in East
                  Coast Venture Capital, Inc., a Specialized Small
                  Business Investment Company, whose largest
                  dealings involve financing New York
                  City 'black' radio cars and small businesses.
                  See http://www.eastcoastventure.com/

Chapter 11 Petition Date: February 10, 2005

Court:  Southern District of New York (Manhattan)

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, New York 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544

Total Assets: $30,731,500

Total Debts:   $5,757,900

Debtor's 9 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
David Berney                     Damages              $5,200,000
c/o Raice Paykin & Krieg
185 Madison Ave, 10th fl
New York, NY 10016

Brown Rudnick Berlack Israels    Legal Fees             $211,000
120 West 45th Street
New York, NY 10036

Hampshire Holdings, LLC          Guarantee for East     $150,000
600 Third Avenue, 25th Floor     Coast
New York, NY 10016

Fredrick Schulman                Consulting Fees         $30,000
Veritas Financial Corporation
241 Fifth Avenue, Suite 302
New York, NY 10016

Zindel Zelmanovitch              Consulting Fees         $30,000
1934 E. 18th Street
Brooklyn, NY 11229

Stewart Occhipinti LLP           Legal fees              $25,000
1350 Broadway, Suite 2200
New York, NY 10018

The Jomax Group, Inc.            Consulting fees          $6,000
23 Linden Avenue
West Orange, NJ 07052

RDG Funding Corporation          Expense                  $3,000
241 Fifth Avenue                 reimbursement
New York, NY 10016

Mendlowitz Weitsen, LLP          Accounting, Tax          $2,900
K2 Briar Hill Court              preparation
East Brunswick, NJ 08816


W.R. GRACE: Asks Court to Approve New CEO Employment Agreement
--------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates seek the authority of
the U.S. Bankruptcy Court for the District of Delaware to enter
into a new employment agreement with their current Chief Operating
Officer and President, Alfred E. Festa, in connection with his
assuming the position of Chief Executive Officer.

On November 19, 2004, the Debtors' current CEO, Paul J. Norris,
announced his intention to resign from the company, effective
May 31, 2005.  Consequently, the Debtors' Board of Directors
anointed Mr. Festa to be the new CEO.

Mr. Festa became the Debtors' COO in November 2003, and at that
time, it was anticipated that he would be a candidate to succeed
Mr. Norris as CEO upon his retirement.  Since Mr. Festa has become
the COO, each of the Debtors' businesses has reported directly to
Mr. Festa and those businesses have performed well.  For the first
nine months of 2004, the Debtors reported sales of $1,670.8
million, which means a 13.7% increase over 2003.  Also, for the
same period, pre-tax income from core operations increased almost
50%, from $97.4 million in 2003 to $145.5 million in 2004.  Net
income through September 2004 was $85.1 million.

The Debtors' Board believes that Mr. Festa has made significant
contributions to the company's business performance since his
appointment as COO, and possesses the values, vision and
leadership to succeed Mr. Norris as CEO.

Mr. Festa would report directly to the Board.

                        The CEO Agreement

After determining to offer Mr. Festa the CEO position, the Debtors
and their representatives developed a competitive CEO compensation
package to present to him.  The Debtors and Mr. Festa then
negotiated and finalized the terms under which he would agree to
assume the position.

The initial term of the CEO Agreement is for four years,
commencing on June 1, 2005, which is Mr. Festa's first day as the
Debtors' CEO.  The CEO Agreement includes competitive compensation
arrangements that are consistent with arrangements provided to
other CEOs in similar positions with corporations similar to the
Debtors.  Specifically, Mr. Festa will receive a $760,000 initial
base salary and be able to participate in the Debtors' existing
annual incentive compensation program, at a targeted award equal
to 100% of the base salary.  Also, the CEO Agreement provides for
participation in each of the Debtors' annual "long-term incentive
compensation programs," with a targeted value under the 2005-2007
LTIP of $1,690,000.  However, payments will only be made under the
Annual Bonus Program and the LTIPs to the extent that specific
financial targets are achieved by the Debtors for the applicable
performance period.

Mr. Festa will be entitled to a Chapter 11 emergence bonus equal
to $1,750,000, which will be paid to him at specific times after
the Debtors emerge from bankruptcy, provided he is still employed
by the Debtors when payments are due under the Agreement.  Mr.
Festa will also be provided with a severance benefit equal to two
times 175% of his base salary at the time of his termination, in
the event he is terminated by the Debtors without "cause" or he
terminates his employment with the Debtors as a result of
"constructive discharge" during the initial term of the CEO
Agreement.  In all other aspects, Mr. Festa will be provided with
benefits and prerequisites that are available to the Debtors'
other senior officers, the current form of which have previously
been approved by the Court.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 80; Bankruptcy Creditors' Service, Inc., 215/945-7000)


X10 WIRELESS: Confirmation Hearing Scheduled for March 16
---------------------------------------------------------
The Honorable Samuel J. Steiner of the U.S. Bankruptcy Court for
the Western District of Washington approved a stipulation among
X10 Wireless Technology, Inc., the Official Committee of Unsecured
Creditors appointed in X10 Wireless' chapter 11 case, the United
States Trustee for Region 18, and Advertising Banners, Inc.,
resetting the hearing to consider confirmation of the Plan of
Reorganization to March 16, 2005.  The plan confirmation hearing
was originally set for Feb. 3, 2005.

All creditors' ballots and any confirmation objections are due by
March 7, 2005.

                       Terms of the Plan

According to the Plan, X10 will continue its operations after
paying the majority of all unsecured claims on a pro-rata basis
over a ten-year period from the Effective Date.  The Debtor
intends to implement the Plan a year after its confirmation.

General Unsecured creditors' claims, totaling approximately
$9 million, will be paid in eight equal annual installments.

The Debtor's largest creditors:

   -- Advertisement Banners.com filed a $5,975,683 claim.  A Court
      order reduced that amount to $1.9 million. $1.4 million will
      be treated as a general unsecured claim under the plan. The
      remaining $500,000 is treated as punitive damage award and
      will be paid in two annual installments beginning on the
      tenth year after the confirmation of the Plan;

   -- X10 Ltd. agreed to subordinate its $11,010,800 claim to
      other general unsecured creditors in exchange for the
      Debtor's agreement to waive all avoidance claims.  The
      Debtor will start paying X10 Ltd. $500,000 annually after
      Advertisement Banner.com's punitive damage claim is fully
      satisfied.

X10 Ltd. will extend a $5 million product line of credit to the
Debtor.  The debt will be secured by all product delivered and all
sales proceeds (which will be deposited into a bank account in
which X10 Ltd. has a security interest).

Headquartered in Kent, Washington, X10 Wireless Technology, Inc.,
is an internet pop-up advertiser and offers an integrated suite of
affordable hardware and software products that provide powerful
and affordable wireless solutions for homes and small business.
The Company filed for chapter 11 petition on Oct. 21, 2003(Bankr.
W.D. Wash. Case No. 03-23561).  Mary Jo Heston, Esq., at Lane
Powell Spears Lubersky LLP represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $10 million in assets and $50 million in
debts.


YUKOS OIL: Plan of Reorganization's Overview & Summary
------------------------------------------------------
Yukos Oil Company's Plan of Reorganization provides for the
resolution of the outstanding claims against and equity interests
in the Debtor, as well as the establishment of certain trusts.

Zack A. Clement, Esq., at Fulbright & Jaworski L.L.P., in
Houston, Texas, relates that the Debtor's Disclosure Statement is
still being prepared and will be filed later.  The Disclosure
Statement contains a discussion of the Debtor's history, business,
results of operations, historical financial information,
projections and properties, and a summary and analysis of the
Plan.  There also are other agreements and documents, which will
be filed with the Bankruptcy Court later.

The Plan groups claims against and interests in the Debtor into
nine classes.

The unimpaired classes are:

    (a) Class 1 - Priority Non-Tax Claims
    (b) Class 2 - Secured Claims

The impaired classes are:

    (a) Class 3 - General Unsecured Claims
    (b) Class 4 - Yukos Guaranty Claims
    (c) Class 5 - Convenience Claims
    (d) Class 6 - Claims of Yukos Subsidiaries
    (e) Class 7 - Subordinated Claims
    (f) Class 8 - Claims of Holders of Existing Preferred Stock
    (g) Class 9 - Claims of Holders of Existing Common Stock

Administrative and Priority Tax Claims are unclassified and paid
in full, in cash.

                   Russian Government's Tax Claim

In its Schedules of Assets and Liabilities, the Debtor has listed
certain of the Russian Government Tax Claims as disputed.

If the Russian Government fails to file a proof of claim, Mr.
Clement says, the Russian Government Tax Claim will be disallowed
pursuant to Section 1141 of the Bankruptcy Code.

If the Russian Government files a proof of claim, the disputes
relating to the proof of claim and the Debtor's objections and
counterclaims to that Claim will be referred to an international
arbitration as agreed by the Russian Government in its Foreign
Investment Law.

If the Russian Government is found to have an Allowed Claim, an
adversary proceeding will be brought to equitably subordinate the
Claim under Section 510(c) based on the inequitable and unlawful
conduct of the Russian Government in assessing and executing on
confiscatory taxes, which had the effect of expropriating or
nationalizing the Debtor's assets and to disallow the Claim under
Section 502 of the U.S. Bankruptcy Code because the Russian
Government Tax Claims arose through actions by the claimant which
were:

    (a) illegal under Russian law;

    (b) not in keeping with international norms; and

    (c) done without due process that would be expected of any
        fair and independent court system.

An Allowed Claim based on the Russian Government Tax Claim, if
any, will be paid pari passu with all other Allowed Class 7
Claims.

                          Litigation Trust

On or before the Effective Date, Yukos will execute a Litigation
Trust Agreement and will take all other steps necessary to
establish a Litigation Trust.  The Debtor will transfer to the
Litigation Trust all of its rights, title, and interests in the
Litigation Trust Claims together with all files, documents,
electronic data relating to the Litigation Trust Claims.  The
Litigation Trust Claims are all of the Debtor's rights of
recovery, claims and causes of action asserted, or which may be
asserted.

The Debtor will transfer the Litigation Trust Claims to the
Litigation Trust in exchange for 12,000,000 beneficial interests
in the Litigation Trust for the ratable benefit of the Litigation
Trust Beneficiaries.

According to Mr. Clement, the Litigation Trust will be established
for the sole purpose of liquidating its assets, with no objective
to continue or engage in the conduct of a trade or business.

Upon the creation of the Litigation Trust, the Debtor, in its
absolute discretion, will transfer those amounts of Cash as
necessary to fund the operations of the Litigation Trust.  The
Debtor and the Reorganized Debtor may, but will have no further
obligation to, provide additional funding with respect to the
Litigation Trust.

The Litigation Trustee will liquidate and convert to Cash the
assets of the Litigation Trust, and make timely distributions.
The Litigation Trustee will have the power to prosecute, decline
to prosecute or settle all claims, rights and causes of action
transferred to the Litigation Trust.

                       Yukos Charitable Trust

On or before the Effective Date, the current Holders of Interests
who fund the Yukos Charitable Trust through the donation of a
portion of their Interests in the Debtor may execute the Yukos
Charitable Trust Agreement and take all other steps necessary to
establish the Yukos Charitable Trust.

Each Yukos Charitable Trust Donor will transfer the Donated
Interests to the Yukos Charitable Trust.

Mr. Clement relates that the Yukos Charitable Trust will be
established for the purpose of receiving payments made by the
Debtor on account of the Donated Interests for distribution to the
Yukos Charitable Trust Beneficiaries.

The Yukos Charitable Trustee will distribute to the Yukos
Charitable Trust Beneficiaries all net cash income plus all net
cash proceeds from the liquidation of assets and all payments
received on account of its ownership of the Donated Interests.

                       Disbursement Accounts

On or prior to the Effective Date, the Debtor will establish one
or more segregated bank accounts in the name of the Reorganized
Debtor as Disbursing Agent under the Plan, which accounts will be
trust accounts for the benefit of Creditors and holders of
Administrative Expense Claims pursuant to the Plan and utilized
solely for the investment and distribution of Cash consistent with
the terms and conditions of the Plan.

The Debtor or Reorganized Debtor will deposit into the
Disbursement Account(s) all Cash of the Debtor, less amounts
reasonably determined by the Debtor or the Reorganized Debtor, as
the case may be, as necessary to fund the ongoing implementation
of the Plan and operations of the Reorganized Debtor.

A full-text copy of Yukos' Chapter 11 Plan is available at no
charge at:

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

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


* Morrison & Foerster Names Larren Nachelsky as Managing Director
-----------------------------------------------------------------
Morrison & Foerster LLP reported that Larren M. Nashelsky, who
chairs the firm's bankruptcy and restructuring practice, has been
selected as one of three firm-wide managing partners.

Mr. Nashelsky, who works in Morrison & Foerster's New York office,
succeeds Laurie S. Hane (San Francisco), who returns to her
technology transaction practice full-time.  Mr. Nashelsky, will
share management responsibilities with the firm's two other
managing partners, Mark W. Danis (San Diego) and Pamela J. Reed
(San Francisco).

"Larren is one of those rare attorneys who can navigate easily
between the worlds of business/transaction law and litigation,
which gives him a considerable advantage in understanding our core
legal franchises," said Morrison & Foerster Chair Keith Wetmore.

Larren's experience as a top-tier restructuring attorney is an
added boon - as someone who spends his time working to understand
and restructure distressed companies, he has a tremendous grasp of
management, finance and operational issues that are equally
invaluable in running a healthy business,"  Mr. Wetmore added.
"We are pleased that he has agreed to join Pam and Mark in
overseeing day-to-day operations for the firm and helping set
strategy for our future growth."

Although the three managing partners share a number of duties, Mr.
Nashelsky will be the primary management liaison for Morrison &
Foerster offices in New York, Washington, D.C. and Northern
Virginia, as well as Brussels and London, the latter of which has
seen a major growth spurt in new lateral acquisitions in the last
two months.  He will also help direct financial and real estate
matters, including oversight of the firm's extensive commercial
leases.  New or additional space is in the planning for London,
Washington, San Diego, and other offices.

Mr. Nashelsky said he intends to maintain an active bankruptcy
practice alongside his new role as managing partner.  "I'm
planning on a 75%-75% split in my time," he joked.  "In truth, I
want to continue to stay hands-on with client work and practice
matters while also helping the firm grow in my management
capacity."

"I am looking forward to working with Mark and Pam and hope to
make the kinds of invaluable contributions that Laurie Hane has
done over the past four years," he continued.  "We are in a
tremendously strong position these days as a firm.  My goal is to
continue improving our economic performance overall, while helping
to strengthen some of our key practices, including our national
litigation franchise, and our corporate and financial transactions
practices in key markets, such as Tokyo, London and New York."

Mr. Nashelsky joined Morrison & Foerster in 1999 as a partner in
the New York office, having previously been a member of the
Business, Finance & Restructuring group at Weil Gotshal & Manges
LLP.

His bankruptcy practice focuses on representing financial
institutions and other creditors and debtors in complex
transaction, litigation and advisory work relating to Chapter 11
bankruptcy cases, non-bankruptcy workouts and restructurings, as
well as financial transactions.

Morrison & Foerster LLP -- http://www.mofo.com/-- is a leading
international law firm with more than 1,000 lawyers in 19 offices.

Larren M. Nashelsky is a partner in the New York office of
Morrison & Foerster LLP, where he serves as the Chair of the firm-
wide Bankruptcy and Restructuring practice group.  The group has
approximately 25 members in 9 cities worldwide, including, New
York, San Francisco, Los Angeles, Washington, D. C. and Tokyo.
Mr. Nashelsky also heads the 75-person Business Department in the
New York Office.  The Business Department includes attorneys in
the Bankruptcy& Restructuring , Corporate, Financial Transactions,
Financial Services, Project Finance, Real Estate and Technology
Transactions practice groups.

Mr. Nashelsky's bankruptcy and restructuring practice focuses on
representing creditors and debtors in complex transactional,
litigation, and advisory work relating to Chapter 11 bankruptcy
cases, non-bankruptcy workouts, real estate restructurings and
pre-packaged Chapter 11 cases.  Mr. Nashelsky has extensive
experience in finance transactions, real estate restructurings and
distressed M&A transactions.

Mr. Nashelsky has represented secured, undersecured, and unsecured
creditors in major bankruptcy cases, including WorldCom, Inc.,
Enron Corp., Global Crossing, NorthWestern Corporation, Key 3
Media, Excite@Home, Pacific Gas & Electric Company, Fas Mart
Convenience Stores, Inc., Conti Financial Corp., Golden Ocean
Group Limited, Unitel Video, Inc., and In re Recycling Industries,
Inc.

Mr. Nashelsky has also represented debtors in such Chapter 11
cases as In re Olympia & York Realty Corp., In re NBL Development
Group Limited Partnership (the owner of a Jack Nicklaus signature
golf course and residential development), In re Phar-Mor, Inc., In
re Olympia & York Maiden Lane Company and Olympia & York Maiden
Lane Finance Corp., and In re Consolidated Hydro, Inc.

Mr. Nashelsky is the author and co-author of numerous articles and
professional materials concerning Chapter 11, new economy
restructurings, out of court restructurings and workouts,
prepackaged Chapter 11 cases and transnational bankruptcies.

Prior to joining the firm as a partner in 1999, Mr. Nashelsky
worked in the New York office of Weil, Gotshal & Manges LLP where
he was a member of the Business Finance and Restructuring
Department.


* Dennis Stout Joins Alvarez & Marsal as Senior Director
--------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Dennis Stout has joined Alvarez & Marsal's Real Estate
Advisory Services Group as a Senior Director in the Washington,
D.C. office.  He joins a national team of seasoned real estate
professionals including Jay Brown, an A&M Managing Director who
heads the Washington D.C. real estate practice.

Mr. Stout has over 15 years of experience in providing an array of
transactional, analytical and business process-related real estate
advisory services to public sector entities.  Over the course of
his career, he has worked with the Department of Veterans Affairs
in connection with enhanced use lease and vendee loan programs;
the Department of Housing and Urban Development in connection with
multifamily and single-family asset restructuring and disposition
programs; the General Services Administration in connection with
leasing and construction programs; the Federal Judiciary in
connection with facilities planning and construction programs; and
the Small Business Administration in connection with business
lending programs, among other clients.

Prior to joining A&M, Mr. Stout worked for more than six years at
a Big Four accounting firm.  Before that, he served for more than
seven years in the Executive Office of the President, Office of
Management and Budget, where he specialized in federal asset
management.

Mr. Stout earned a bachelor's degree with a double concentration
in economics and political science from the University of
California at Berkeley.  He also holds a master's degree in
business administration from Columbia University and a master's
degree in politics from Princeton University.

Alvarez & Marsal's Real Estate Advisory Services group provides a
range of services including: transaction advisory services for
real estate buyers, sellers, investors and lenders; restructuring
and real estate litigation services, including consulting and
expert witness services related to real estate matters; strategy
and operations services, including executive management consulting
to institutional owners, investors, lenders and users of real
estate; and owner advisory services, including financial
strategies and execution for private companies and institutional
owners of real estate.

                     About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding companies and public sector entities
through complex financial, operational and organizational
challenges.  Employing a unique hands-on approach, the firm works
closely with clients to improve performance, identify and resolve
problems and unlock value for stakeholders.  Founded in 1983,
Alvarez & Marsal draws on a strong operational heritage in
providing services including turnaround management consulting,
crisis and interim management, creditor advisory, financial
advisory, dispute analysis and forensics, tax advisory, real
estate advisory and business consulting.  A network of nearly 400
seasoned professionals in locations across the US, Europe, Asia
and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.
For more information, visit http://www.alvarezandmarsal.com/



* Michael Sullivent Joins Alvarez & Marsal's Dispute Analysis
-------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Michael Sullivent has joined the firm's national Dispute
Analysis and Forensics group -- DA&F -- as an Associate in the
Dallas office.

Mr. Sulllivent specializes in conducting computer related
investigations and analysis.  He has been involved in civil cases
including investigating matters such as fraud, theft of
intellectual property and trade secrets, inappropriate employee
conduct, and electronic evidence recovery for litigation.  He also
has investigated criminal cases.

Mr. Sullivent is a Certified Computer Examiner and a member of the
High Technology Computer Investigation Association, the
International Association of Computer Investigations Specialists,
and Alpha Phi Sigma, the National Criminal Justice Honors Society.
He currently maintains a "Secret" level security clearance from
the Department of Defense.

"Michael is the latest addition to A&M's highly regarded
electronic evidence practice and adds even greater depth to our
ability to provide a range of analytical and investigative
services to clients involved in complex disputes," said Larry
Kanter, a Managing Director who is in charge of A&M's electronic
evidence practice.

Alvarez & Marsal's Dispute Analysis and Forensics group provides a
range of analytical and investigative services to major law firms,
corporate counsel and management involved in complex legal and
financial disputes.  DA&F provides sophisticated financial and
economic analysis to assist clients in resolving high-stakes
issues ranging from internal matters to litigation - in the
boardroom to the courtroom.  The group also conducts corporate,
technology and healthcare investigations to help companies
identify and mitigate risks and properly address internal or
external financial inquiries.  DA&F services include: expert
testimony, lost profits analysis, business valuation, business
interruption claims, accounting and financial analysis, claims
preparation and review, arbitration service, forensics
investigations, technology forensics investigations including
electronic evidence and computer forensics analysis and healthcare
investigations.

                     About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses and organizations in the
corporate and public sectors navigate complex business and
operational challenges.  With professionals based in locations
across the U.S., Europe, Asia, and Latin America, Alvarez & Marsal
delivers a proven blend of leadership, problem solving and value
creation.  Drawing on its strong operational heritage and hands-on
approach, Alvarez & Marsal works closely with organizations and
their stakeholders to, implement change and favorably influence
results.  The firm's range of service offerings includes
Turnaround Management Consulting, Crisis and Interim Management,
Creditor Advisory, Financial Advisory, Dispute Analysis and
Forensics, Real Estate Advisory, Business Consulting and Tax
Advisory.

                          *********

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, 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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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