TCR_Public/050221.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, February 21, 2005, Vol. 9, No. 43    

                          Headlines

AEP INDUSTRIES: Launches Offer to Purchase 9-7/8% Sr. Sub. Notes
AK STEEL: Moody's Upgrades Senior Implied Rating to B1 from B2
ALLEGHENY ENERGY: S&P Upgrades Rating on Secured Debts to BB-
AMERICAN BUSINESS: Gets Interim Court Nod on $179 Million DIP Loan
AMERICAN BUSINESS: Cuts 134 Jobs at Philadelphia Headquarters

AMERITYRE CORP: Historical Losses Trigger Going Concern Doubt
ASPEN FUNDING: S&P Rates Class B-1 Notes & Pref. Shares at Low-B
ATA AIRLINES: Wants to Extend Lease Decision Period to May 3
BEAR STEARNS: Fitch Assigns Low-B Ratings on Six Mortgage Certs.
BLOCKBUSTER INC: Hollywood Ent. Tells Shareholders to Reject Offer

BRISTOL CDO: Moody's Junks $30M Floating Rate Notes After Review
BREUNERS HOME: Court Converts Chapter 11 Case to Chapter 7
CAL PAK DELIVERY: Case Summary & 20 Largest Unsecured Creditors
CATHOLIC CHURCH: Spokane Litigants Wants to Retain Pachulski Stang
CCC INFORMATION: Dec. 31 Balance Sheet Upside-Down by $121.9 Mil.

CENTURY CARE: Plan's Effective Date Tolled for Asset Sale Closing
CHEVY CHASE: Moody's Rates Classes B-4 & B-5 Certificates at Low-B
CITATION CAMDEN: Taps Mercer as Employee Compensation Advisor
COLONIAL PROPERTIES: Expands Accounting Team with New Executive
COMMERCIAL MORTGAGE: Moody's Junks $5.813M Class N Certificates

CORAL STREET: Case Summary & 20 Largest Unsecured Creditors
CYVON IMAGING INC: Case Summary & 18 Largest Unsecured Creditors
DENNY'S CORP: Dec. 29 Balance Sheet Upside-Down by $264.7 Million
DEX MEDIA: Board Declares $0.09 Common Share Quarterly Dividend
DIAL THRU: Deficits Trigger Going Concern Doubt

DOBSON COMMS: 4th Qtr. Net Loss Narrows to $13.9-Mil from 2003
DONNKENNY INC: Mahoney Cohen Approved as Auditors and Accountants
DONNKENNY INC: Can Continue Hiring Ordinary Course Professionals
DPL CAPITAL: S&P Places B Ratings on CreditWatch Positive
ENERGY CONVERSION: Accountants Raise Going Concern Doubts

FIRST VIRTUAL: Court OKs Bidding Procedures to Test $5.2 Mil. Bid
FIRST VIRTUAL: Gets Final Approval of $2 Million DIP Facility
GADZOOKS INC: Inks Pact to Sell All Assets to Forever 21 for $33M
GADZOOKS INC: Wants Until May 2 to Decide on Leases
GE COMMERCIAL: Fitch Puts Low-B Ratings on 6 Mortgage Certificates

GENEVA STEEL: Court Says Anderson Must Submit to Rule 2004 Exam
GREENPOINT CREDIT: Fitch Junks Six Mortgage Securitization Classes
GTC TELECOM: Deficits & Defaults Trigger Going Concern Doubt
HAYES LEMMERZ: Amalgamated Gadget Discloses 5.9% Equity Stake
HIGH VOLTAGE: No DIP Financing & Court Appoints Chapter 11 Trustee

HOLLYWOOD ENT: Tells Shareholders to Reject Blockbuster's Offer
LANOPTICS LTD: Dec. 31 Equity Deficit Narrows to $9.9 Million
LAUNCH RESOURCES: Enters Receivership and Directors Resign
LEARNING CENTER: Moody's Affirms Ba2 Rating on $9 Million Bonds
LYNX 2002-1: S&P Junks Class D Notes After Review

MAL FOODS ILLINOIS: Case Summary & 5 Largest Unsecured Creditors
MASONITE INTL: Stile Acquisition Lifts Offer for Shares to $42.25
MCCANDLESS KM ASSOCIATES: Voluntary Chapter 11 Case Summary
MONTESOLE USA LTD: Case Summary & Largest Unsecured Creditor
NEWAVE INC: 3 for 1 Forward Stock Split Takes Effect

NORTHWESTERN CORP: Proposed Settlement with Magten Asset Collapses
OWENS-ILLINOIS: Names Helge Wehmeier to Board of Directors
PANACO INC: Wants to Avoid Paying $5.6M of Purported Sec. Claims
PARAGON HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
PEABODY ENERGY: Discloses Management Changes in Legal Departments

PINNACLE ENT: Secures Additional Property in Downtown St. Louis
PLATTE VIEW FARM: Case Summary & 15 Largest Unsecured Creditors
RAYOVAC CORP: Sets Annual Shareholder Meeting for April 27
REDDY ICE: Hosting Fourth Quarter Conference Call on Thursday
RURAL/METRO: Soliciting Consents Until Mar. 5 to Amend Sr. Notes

SMA FINANCE: Moody's Puts B1 Rating on $10.130MM Class G Certs.
SOLECTRON CORPORATION: Expands Enclosures & Sheet Metal Facility
SOLECTRON CORP: Completes Senior Convertible Debt Exchange Offer
SPIEGEL INC: Files Reorganization Plan in New York
ST. JOHN KNITS: Moody's Puts B1 Rating on $255MM Senior Sec. Loans

ST. JOHN KNITS: S&P Rates Proposed $255M Bank Facilities at B+
SYBRON DENTAL: Names Bernard Pitz as Chief Financial Officer
SYP ENTERPRISES INC: Voluntary Chapter 11 Case Summary
TEKNI-PLEX INC: Poor Operating Results Cue S&P to Junk Rating
TEXEN OIL: Raising $500,000 from Private Equity Placement

TRIAD HOSPITALS: Earns $49.2 Million of Net Income in 4th Quarter
TRIMAS CORP: S&P Downgrades Corporate Credit Rating to B+
TRINITY LEARNING: Can't Operate Past April Without New Funds
TRW AUTOMOTIVE: Posts $62 Million Net Loss in Fourth Quarter
UAL CORP: Court Approves Amended DIP Financing Facility

UAL CORP: Gets Four Offers for $2.5 Billion Exit Financing
ULTIMATE ELECTRONICS: Court Okays $118.5-Mil Final DIP Financing
ULTIMATE ELECTRONICS: Shareholders Lobby for an Equity Committee
US AIRWAYS: Inks $125 Million DIP Term Loan with Investor Group
VARTEC TELECOM: Wants to Auction Some Personal Property on Mar. 2

VARTEC TELECOM: Taps Rosen Systems as Auctioneer
WELLS FARGO: Fitch Puts Low-B Ratings on Two $3.939 Mil. Certs.
WESCORP ENERGY: Looks to Raise $1.25M from Debenture Financing
WORLDCOM INC: Mississippi Power Wants $1.5MM Cure Claim Paid Now
YUKOS OIL: Asks Court to Fix May 1 as Claims Bar Date

* BOND PRICING: For the week of February 21 - February 25, 2005

                          *********

AEP INDUSTRIES: Launches Offer to Purchase 9-7/8% Sr. Sub. Notes
----------------------------------------------------------------
AEP Industries Inc. (Nasdaq: AEPI) has commenced an offer to
purchase for cash any and all of its outstanding $200 million
aggregate principal amount of 9.875% Senior Subordinated Notes due
2007 (CUSIP No. 001031AC7).  The Notes were issued on Nov. 19,
1997.  In conjunction with the tender offer, the Company is
soliciting consents to amend the indenture governing the Notes
that would eliminate substantially all of the restrictive
covenants and certain events of default contained in the
indenture.

The tender offer will expire at 12:00 midnight, New York City
Time, on March 17, 2005, unless extended or earlier terminated by
the Company.  Holders of the Notes cannot tender their Notes
without delivering their consents to the amendments and cannot
deliver consents without tendering the Notes.  Tenders of Notes
may be withdrawn at any time on or prior to 12:00 midnight on
March 3, 2005, unless the Company extends the withdrawal deadline.

The total consideration for each $1,000 principal amount of Notes
will be $1,021.80.  The total consideration includes a consent
payment of $20 per $1,000 principal amount of Notes that will be
payable to holders who validly tender their Notes prior to the
consent payment deadline, which is 12:00 midnight, New York City
time, on March 3, 2005, unless such consent payment deadline is
extended by the Company.  Holders who validly tender Notes after
the consent payment deadline but prior to the expiration date will
be entitled to receive $1,001.80 for each $1,000 principal amount
of Notes, which is equal to the total consideration less the
consent payment.  In either case, tendering holders will receive
accrued and unpaid interest from the most recent interest payment
date to, but not including, the date of payment for the tender
offer.

The Company has engaged Merrill Lynch & Co. to act as the
exclusive dealer manager and consent solicitation agent for the
tender offer and the consent solicitation.  Questions regarding
the tender offer and the consent solicitation may be directed to
Merrill Lynch & Co. at (212) 449-4914 (call collect) or (888) ML4-
TNDR (toll-free).  The terms and conditions of the tender offer
and the consent solicitation are described in the Offer to
Purchase and Consent Solicitation Statement dated Feb. 17, 2005.

Any questions or requests for assistance or for copies of
documents may be directed to D.F. King & Co., Inc., the
Information Agent for the tender offer and the consent
solicitation, at (212) 269-5500 or (800) 714-3313 (toll-free).  
The Depositary for the tender offer and the consent solicitation
is The Bank of New York, which can be reached at (212) 815-3750.


The Company's 9.875% senior subordinated notes due 2007 hold
Moody's B3 rating and Standard & Poor's 'B-' rating.

                        About the Company

AEP Industries Inc. manufactures, markets, and distributes an
extensive range of plastic packaging products for the
food/beverage, industrial and agricultural markets.  The Company
has operations in ten countries throughout North America, Europe
and Australasia.


AK STEEL: Moody's Upgrades Senior Implied Rating to B1 from B2
--------------------------------------------------------------
Moody's Investors Service upgraded AK Steel Corporation's debt
ratings (Senior Implied to B1 from B2) and affirmed the company's
SGL-1 rating.  The rating outlook is stable.

The upgrade recognizes the company's improved operating
performance and cash flow generation achieved during 2004, greatly
improved liquidity, and a very favorable business outlook for
2005.  The positive earnings and cash flow generation achieved in
2004 allowed AK Steel to reduce leverage, strengthen its overall
financial condition and debt protection measures, and provide
voluntary cash funding to its pension plan.  The company also made
progress on cost reductions, realizing approximately $300 million
in annual sustainable savings, although much of these improvements
were overshadowed by sharply higher raw material costs.

These ratings were raised:

     (i) senior implied rating, to B1 from B2,
    (ii) guaranteed senior notes to B1 from B3
   (iii) senior unsecured issuer rating to B1 from B3.

The stable outlook reflects Moody's expectation that AK Steel's
current business mix, degree of value-added products and contract
position for 2005 will enable the company to continue to show good
earnings performance and cash flow generation, despite Moody's
expectation that steel prices, particularly for hot rolled in the
spot market, will moderate during the year.  The outlook also
considers that AK Steel has no material funding requirements as
its earliest mandatory pension funding obligation is in 2006 and
its earliest debt maturity is in 2009.  Upward rating movement is
viewed as challenging at this time given the company's
disadvantageous employee benefit costs, the magnitude of its
pension and OPEB liabilities, continued raw material cost
pressures, and vulnerability to sharp margin contraction during a
cyclical downturn.  However, should the company be able to sustain
average margins of at least $80 in EBITDA/ton, continue to
generate positive free cash flow, continue to improve its
liability position with respect to pension obligations and
maintain a strong liquidity position, the outlook or rating could
be favorably impacted.  Given the company's contract position for
2005, sound liquidity position and the still favorable
fundamentals for the steel industry, a downward change in outlook
or ratings is unlikely over the time horizon envisioned by this
outlook.  In addition, should the company be unable to better
position itself with respect to the competitiveness of its overall
labor and benefit costs prior to the cyclical downturn in the
steel industry, the outlook or rating could be pressured.

AK Steel's improved financial performance reflects higher realized
pricing and shipment levels achieved by the company in 2004, which
were more than sufficient to mitigate increased operating costs.   
On a macro level, the domestic steel industry continues to benefit
from strong demand and an end user market willing to pay near
record steel prices to ensure an adequate supply.  In 2004, higher
spot prices, the introduction of surcharges on top of base prices,
and a more favorable sales mix helped AK achieve an average
selling price of $833/ton (vs. $677/ton in 2003).  The increase
would have been greater if the company had not committed to sales
agreements prior to the run-up in prices.  The higher prices,
combined with very high operating rates raised AK Steel's full
year 2004 EBITDA (excluding pension and OPEB related corridor
charges), nearly $550 million from negative $89 million to
$457 million, dramatically improving most debt protection metrics.

In Moody's view the contract nature of AK's business and the
recent announcement that 90% of its contract sales were re-priced
for 2005 provides some confidence that AK Steel's operating
performance will show continued earnings strength in 2005.  AK
also announced that approximately 50% of its contracts for 2005
now have some cost adjustment mechanism, which may help pass
through costs and alleviate potential margin pressures.
Additionally, we note that the company has no near-term material
debt maturities, has an acceptable cash balance and $500 million
of borrowing availability at year-end 2004 under its bank
facilities (as determined by borrowing base levels and used only
for letters of credit).  In addition to the favorable earnings
outlook, the upgrade considers the improvements made to AK's
capital structure.  We note the company reduced balance sheet debt
by approximately $150 million in 2004, and made a voluntary cash
payment to its pension plan of $150 million in January 2005. This
will contribute to reduced mandatory pension funding requirements
in 2006.

Despite the generally positive market prospects, certain industry
and company specific issues continue to constrain the rating.
These include cyclical earnings volatility, high fixed costs and
capex requirements, potential challenges from competing products
and lower priced imported steel products.  They also include areas
such as elevated pension, OPEB, and raw material costs.  As a
mid-size steel producer AK Steel now operates in a changed
landscape for steel makers due to the industry consolidation that
has occurred in recent years.  Although the company's long-term
customer relationships and high value-added product offerings can
enable the company to compete in a market now dominated by fewer
producers, the company still operates at a cost disadvantage in a
number of areas including raw materials, where its degree of self
sufficiency is less than some of its competitors (Moody's
estimates costs increased to $785/ton in 2004 from $667/ton the
prior year), and labor, where benefit costs remain higher than
competitors.

The ratings on the guaranteed senior notes have historically been
notched down from the senior implied rating to reflect the secured
borrowings in the capital structure.  With the repayment in 2004
of the secured notes, repayment of outstandings under the bank
facilities, and the improvement in collateral value that would be
available to bondholders, Moody's has equalized the senior
unsecured ratings with the senior implied rating.

For the year ended December 31, 2004, AK Steel reported operating
income of negative $80 million.  Excluding the "corridor" pension
and OPEB charges taken in the fourth quarter, operating earnings
totaled $251 million, and on that basis AK Steel ended the year
with total debt to EBITDA of 2.4 times.  Inclusive of the corridor
charge, debt to EBITDA remained high at slightly greater than 8x.

AK Steel Corporation, headquartered in Middletown, Ohio, produces
flat rolled carbon, stainless and electrical steel products for
automotive, appliance, construction, and other markets.  It
shipped 6.2 million tons of steel and had revenue of $5.2 billion
in 2004.


ALLEGHENY ENERGY: S&P Upgrades Rating on Secured Debts to BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Allegheny
Energy Supply Inc.'s secured bank loan (which had $1.044 billion
of debt as of October 2004) and $380 million secured bonds to 'BB-
', from 'B+'.  In addition, the recovery rating on these debt
issues was raised to '1', from '2'.  The upgrades reflect the
declining balance of AE Supply's outstanding secured debt as
proceeds from asset sales were used to pay down debt.  The '1'
recovery rating indicates that holders of the bank loan can expect
strong likelihood of full recovery of principal in the event of
default or bankruptcy.  The 'BB' rating on the secured debt is
currently one notch above AE Supply's 'B+' issuer credit rating.

With the recent sales of its ownership interest in Ohio Valley
Electric Corp. and the Lincoln facility, Standard & Poor's
estimates that AE Supply has paid down about $280 million of its
secured loan and bonds since October of 2004, leaving the company
with a total of $1.14 billion of first-lien debt and $280 million
of pollution control bonds outstanding.  As a result, AE Supply's
value to debt coverage is likely to have improved to 1.20x, from
about 1x in October of 2004.

The positive outlook reflects Standard & Poor's expectation that
consolidated parent Allegheny Energy, Inc., will continue to
execute its plan to pay down $1.5 billion or more of debt between
December 2003 and the end of 2005.  Continued progress in selling
assets, paying down debt, and stabilizing cash flow, or positive
outcomes from rate filings could lead to a ratings upgrade.


AMERICAN BUSINESS: Gets Interim Court Nod on $179 Million DIP Loan
------------------------------------------------------------------
American Business Financial Services, Inc., received interim Court
approval last week to use $179 million of a $500 million debtor-
in-possession financing facility which will allow the Company to
resume its loan origination business, pay certain secured
creditors and pay current business expenses.  The Company has been
working diligently with its Creditors Committee and other
interested parties to resolve a number of issues over the past few
weeks.

                   Commitment Fee Kerfuffle

One of those issues was a complaint by ABFS' unsecured creditors
to payment of a $15 million fee to the DIP Lenders when its
unlikely that ABFS would ever borrow more than $250 million from
Greenwich Capital.  

At the outset of the multi-day Interim DIP Financing Hearing last
week, Judge Walrath noticed that American Business told the public
it was asking the Court to authorize $250 million of interim DIP
financing.  In fact, Judge Walrath observed, the company would
only get access to $158 million on an interim basis under the
proposed DIP financing arrangement.   

"It's not appropriate to mislead the public," Judge Walrath told
ABFS and its lawyers from Blank Rome LLP at Tuesday's hearing.   

Judge Walrath rejected the $15 million commitment fee under the
proposed DIP Facility.  ABFS, Greenwich Capital, and the unsecured
creditors sat down to talk after that ruling.  Those talks
culminated in Greenwich's agreement to cut the fee from $15
million to $6.3 million.  Judge Walrath approved the lower fee and
gave ABFS interim authority to borrow up to $179 million under the
revised DIP financing arrangement.  

"We are gratified to have achieved a resolution of the various
issues and to have obtained the Court's interim approval of our
financing," said Anthony J. Santilli, chairman and chief executive
officer of ABFS.  "We can now get back to our core business of
originating, selling and servicing home mortgage loans."

Mr. Santilli said he expected that the Company would be able to
begin accepting applications and fund new loans after ABFS closes
on the financing agreements with the DIP lender next week.

Under the terms of the DIP facility, $100 million will be used to
provide warehouse financing that will enable the Company to fund
new home mortgage loans, and the remaining $75 million would be
used to pay certain secured creditors as well as obtain working
capital.  A hearing on final approval of the DIP financing will be
held in the next few weeks.

"This is a critical first step in the restructuring of the
Company," Mr. Santilli continued.  "With a portion of the DIP
financing in place, we are hopeful that, through the restructuring
process, the Company can improve its capital structure and take
advantage of the fundamental strength of its loan origination
business."

                      The Fight Isn't Over

Scott D. Cousins, Esq., at Greenberg Traurig, LLP, in Wilmington,
representing the objecting unsecured creditors, told Judge Walrath
that his clients understand ABFS is looking for a new DIP lender
and will be delighted to see one.  His clients want to pursue what
they think are viable causes of action against Greenwich Capital,
Chrysalis Warehouse Funding LLC, and Clearwing Capital LLC, for
continuing to fund ABFS while the company was insolvent.  Although
ABFS provided the lenders with broad indemnification under the
prepetition financing agreements, Mr. Cousins says that ABFS
didn't and can't indemnify the lenders against claims arising from
their gross negligence or willful misconduct.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California. The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.


AMERICAN BUSINESS: Cuts 134 Jobs at Philadelphia Headquarters
-------------------------------------------------------------
American Business Financial Services, Inc., has reduced its
workforce in Philadelphia by 134 employees.  

"It is never easy to make the decision to take this kind of action
and we deeply regret having to do so," Anthony J. Santilli,
chairman and chief executive officer of ABFS, said.  

"With our interim DIP financing in place," Mr. Stantilli
continued, "we must concentrate on rapidly growing our home
mortgage loan origination business with maximum efficiency.  
Though very difficult, these reductions are necessary cost
reductions under our business plan, and demonstrate the Company's
commitment to regenerating our loan origination business and
meeting our business plan projections."

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California. The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.


AMERITYRE CORP: Historical Losses Trigger Going Concern Doubt
-------------------------------------------------------------
Amerityre Corporation has historically incurred significant
losses, which have resulted in a total accumulated deficit of
approximately $34,404,913 at December 31, 2004.  Those recurring
losses and the accumulated deficit raise substantial doubt about
the ability of the Company to continue as a going concern.

To supplement cash needs during the fiscal year the Company
intends to:

   (1) obtain supplemental funding through the exercise of
       outstanding in the money options;

   (2) issue common stock in lieu of cash as compensation for
       employment, development, and other professional services;
       and

   (3) sell its equity securities for cash in either a private
       placement or registered offering.

Amerityre estimates that the combination of its accounts
receivable and its cash and cash equivalents will meet its
operational needs through April 2005.  Management anticipates that
for the balance of this fiscal year the Company will need an
additional $900,000 to implement its plan and to meet working
capital requirements.  The ability of the Company to continue as a
going concern is dependent upon its ability to successfully
accomplish its plan, and eventually attain profitable operations.

In January 2005, Amerityre issued 15,000 shares of its common
stock for cash of $60,000, in connection with the exercise of
15,000 outstanding stock options at $4.00 per share.  Also in
January 2005, pursuant to a resolution of its Board of Directors,
the Company granted several employees stock awards aggregating
19,300 shares of common stock valued at $123,520, or $6.40 per
share.  Additionally, in January 2005, pursuant to a resolution of
its Board of Directors, the Company issued 10,000 shares of its
common stock valued at $77,000, or $7.70 per share, to a third-
party consultant for professional services.

In February 2005, Amerityre engaged Keystone Equities Group, a
NASD licensed broker-dealer to act as placement agent in a
best-efforts offering to raise up to $11,000,000 through the
private placement of Amerityre's equity securities.  The
securities will be offered by Keystone on a "best-efforts, all or
none" basis.

Since early 1995 and the inception of Amerityre Corporation (fka:
American Tire Corporation), the Company has developed additional
proprietary technology relating to Flatfree[TM] polyurethane foam
tires. It has completed the fundamental technical development of
the processes to manufacture Flatfree[TM] polyurethane foam tires
for non-highway use.  In addition, since August 2001, the Company
has been engaged in the development of the technology to produce
polyurethane elastomer tires for highway and agricultural use.


ASPEN FUNDING: S&P Rates Class B-1 Notes & Pref. Shares at Low-B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-3L and B-1 notes issued by Aspen Funding I Ltd., a cash
flow arbitrage CDO of ABS/RMBS, and removed them from CreditWatch
with negative implications, where they were placed Dec. 2, 2004.  
At the same time, the ratings on the class A-2L and preference
shares are affirmed and removed from CreditWatch negative, where
they were also placed Dec. 2, 2004.  Additionally, the 'AAA'
rating on the class A-1L notes is affirmed.  The affirmations are
based on the credit enhancement available.

The lowered ratings reflect several factors that have negatively
affected the credit enhancement available to support the notes
since the class A-2L and A-3L notes were downgraded in May 2004,
primarily due to par erosion.

Standard & Poor's reviewed the results of the current cash flow
runs generated for Aspen Funding I Ltd. to determine the level of
future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios, while still
paying all of the interest and principal due on the notes.  When
the results of these cash flow runs were compared with the
projected default performance of the performing assets in the
collateral pool, it was determined that the ratings assigned to
the class A-3L and B-1 notes were no longer consistent with the
credit enhancement available.
        
                        Ratings Lowered
            And Removed From CreditWatch Negative
                      Aspen Funding I Ltd.

                                Rating
                      Class   To      From
                      -----   --      ----
                      A-3L    BBB     BBB+/Watch Neg
                      B-1     BB+     BBB-/Watch Neg
    
                        Ratings Affirmed
            And Removed From CreditWatch Negative
                      Aspen Funding I Ltd.

                                Rating
                      Class   To      From
                      -----   --      ----
                      A-2L                 A+      A+/Watch Neg
                      Preference shares    BB      BB/Watch Neg
     
                        Rating Affirmed
                      Aspen Funding I Ltd.

                  Class                Rating
                  -----                ------
                  A-1L                 AAA
    
Transaction Information

Issuer:              Aspen Funding I Ltd.
Co-issuer:           Aspen Funding I (Delaware) Corp.
Underwriter:         Bear Stearns Cos. Inc.
Trustee:             Wells Fargo Bank N.A.
Transaction type:    CDO of ABS
    
    Tranche                   Initial   Prior        Current
    Information               Report    Downgrade    Action

    Date (MM/YYYY)            7/2002    5/2004       2/2005

    Class A-1L note rating    AAA       AAA          AAA
    Class A-2L note rating    AA        A+           A+
    Sr. class A OC ratio      114.501%  116.123%     106.102%
    Sr. class A OC ratio min  103.0%    103.0%       103.0%
    Class A-3L note rating    A         BBB+         BBB
    Class A OC ratio          108.105%  108.932%     107.615%
    Class A OC ratio min      102.0%    102.0%       102.0%
    Class B-1 note rating     BBB-      BBB-         BB+
    Class B OC ratio          104.882%  105.763%     104.099%
    Class B OC ratio min.     101.50%   101.50%      101.50%
    Prefernce share rating    BB        BB           BB
    Class A-1L note bal       $157.0mm  $139.491mm   $104.124mm
    Class A-2L note bal       $12.0mm   $12.00mm     $12.00mm
    Class A-3L note bal       $10.0mm   $10.00mm     $10.00mm
    Class B-1 note bal        $5.50mm   $4.840mm     $4.620mm
    Preference shares         $7.945mm  $7.945mm     $7.945mm*

* According to the payment date report dated Jan. 10, 2005, the
  rated notional for the preference shares stands at
  $2.224 million.  This compares to an initial notional of
  $7.945 million.
   
      Portfolio Benchmarks                        Current
      --------------------                        -------
      S&P Wtd. Avg. Rtg. (excl. defaulted)        BBB
      S&P Default Measure (excl. defaulted)       0.62%
      S&P Variability Measure (excl. defaulted)   1.73%
      S&P Correlation Measure (excl. defaulted)   1.25%
      Wtd. Avg. Coupon (excl. defaulted)          7.053%
      Wtd. Avg. Spread (excl. defaulted)          2.453%
      Oblig. Rtd. 'BBB-' and Above                87.72%
      Oblig. Rtd. 'BB-' and Above                 92.82%
      Oblig. Rtd. in 'CCC' Range                  7.18%
      Oblig. Rtd. 'CC', 'SD' or 'D'               0%
   
                  Rated OC Ratios     Current
                  ---------------     -------
                  Class. A-1L notes   102.71% (AAA)
                  Class  A-2L notes   103.85% (A+)
                  Class  A-3L notes   104.03% (BBB)
                  Class  B-1 notes    102.06% (BB+)
    
For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization (ROC) Statistic, please see "ROC
Report February 2005," published on RatingsDirect, Standard &
Poor's Web-based credit analysis system, and on the Standard &
Poor's Web site at http://www.standardandpoors.com/ Go to "Credit  
Ratings," under "Browse by Business Line" choose "Structured
Finance," and under Commentary & News click on "More" and scroll
down to the desired article.


ATA AIRLINES: Wants to Extend Lease Decision Period to May 3
------------------------------------------------------------
Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, tells Judge Lorch that due to the complexity of
ATA Airlines and its debtor-affiliates' Chapter 11 cases, and at
this early stage in the proceedings, the Debtors are unable to
make a fully informed decision with regard to their unexpired non-
residential real property leases by February 25, 2005.

Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Debtors
ask the United States Bankruptcy Court for the Southern District
of Indiana to extend the time within which they may assume, assume
and assign, or reject the Leases, to and including the earlier of
May 3, 2005, or the date on which a Plan is confirmed.

Mr. Nelson relates that the Debtors are in the process of
evaluating the property covered by the Leases.  The Debtors are
evaluating a variety of factors to determine if it is appropriate
to assume, assume and assign, or reject each Lease.  The Debtors'
decision with respect to each Lease depends in large part on
whether the location will play a future role under the Debtors'
plan or reorganization.  Whether each Lease is assumed, assumed
and assigned, or rejected, Mr. Nelson says, will depend, most
significantly, on whether the Debtors will continue operations at
such location once a plan of reorganization is implemented.  

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from
Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco
to over 40 business and vacation destinations.  Stock of parent
company, ATA Holdings Corp., is traded on the Nasdaq Stock
Exchange.  The Company and its debtor-affiliates filed for chapter
11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-
19866, 04-19868 through 04-19874).  Terry E. Hall, Esq., at Baker
& Daniels, represents the Debtors in their restructuring efforts.   
When the Debtors filed for protection from their creditors, they
listed $745,159,000 in total assets and $940,521,000 in total
debts.  (ATA Airlines Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BEAR STEARNS: Fitch Assigns Low-B Ratings on Six Mortgage Certs.
----------------------------------------------------------------
Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities
Inc.'s mortgage pass-through certificates, series 2003-PWR2:

     -- $78.2 million class A-1 'AAA';
     -- $115.8 million class A-2 'AAA';
     -- $97.2 million class A-3 'AAA';
     -- $608.3 million class A-4 'AAA';
     -- Interest-only classes X-1 and X-2 'AAA';
     -- $26.7 million class B 'AA';
     -- $28 million class C 'A';
     -- $9.3 million class D 'A-';
     -- $12 million class E 'BBB+';
     -- $10.7 million class F 'BBB';
     -- $9.3 million class G 'BBB-';
     -- $13.3 million class H 'BB+';
     -- $5.3 million class J 'BB';
     -- $5.3 million class K 'BB-';
     -- $4 million class L 'B+';
     -- $5.3 million class M 'B';
     -- $2.7 million class N 'B-'.

Fitch does not rate the $12 million class P.

The rating affirmations reflect the minimal reduction of the pool
collateral balance since closing.  As of the January 2004
distribution date, the pool has paid down 2.1%, to $1.04 billion
from $1.07 billion at issuance.  To date, there have been no
delinquent or specially serviced loans in the pool.

The transaction contains five loans (19.8%) which Fitch considers
investment grade.  Fitch reviewed the most recent operating data
available from the servicers for these loans.

3 Times Square (9.2%) Is a $256.3 million pari passu note with
$96.1 million serving as collateral for this transaction.  There
is an additional $94.8 million B-note held outside the trust.  The
most recent operating data available from Prudential, the master
servicer for this loan is March 2004.  Occupancy remains flat at
98.9%.

The remaining four credit assessed loans:

     * Barrett Pavilion (4.2%),
     * Westside Center (2.8%),
     * Royal & SunAlliance Building (1.8%) and
     * Dartmouth Towne Center (1.8%)

have remained stable since issuance.


BLOCKBUSTER INC: Hollywood Ent. Tells Shareholders to Reject Offer
------------------------------------------------------------------
Hollywood Entertainment Corporation's (Nasdaq: HLYW) Board of
Directors unanimously recommended that shareholders reject
Blockbuster Inc.'s (NYSE: BBI) unsolicited offer to purchase all
of the outstanding shares of Hollywood for consideration
consisting of $11.50 in cash and Blockbuster class A common stock
with a value of $3.00.  

Hollywood reported that the Board believes the uncertainties and
possible delays inherent in Blockbuster's offer outweigh the
approximately 9.4% premium being offered by Blockbuster over the
consideration of $13.25 in cash per share to be paid pursuant to
an agreement and plan of merger with Movie Gallery (Nasdaq: MOVI)
entered into on January 9, 2005.  As a result, after careful
consideration, including its receipt of the unanimous
recommendation of a Special Committee of independent directors,
the Board unanimously recommends that Hollywood shareholders
reject the offer and not tender their shares to Blockbuster.

The Board and Special Committee, in reaching these conclusions,
considered, among other things, that:  

   (1) Blockbuster's offer raises significant antitrust issues
       that cause substantial uncertainty as to whether the
       transaction would be allowed to proceed by the Federal
       Trade Commission at all or could be completed without
       significant delay;  

   (2) Blockbuster's offer is subject to numerous conditions which
       reduce the likelihood of Blockbuster completing the
       transaction;

   (3) Blockbuster's offer does not adequately protect Hollywood's
       shareholders from, or compensate shareholders for, the
       numerous risks and conditions to which the offer is
       subject; and  

   (4) the FTC, on February 11, 2005, permitted the Movie Gallery
       transaction to proceed without a request for additional
       information pursuant to the Hart-Scott-Rodino Antitrust
       Improvements Act of 1976, as amended, eliminating the
       antitrust regulatory hurdle to the Movie Gallery
       transaction.   

A more complete list of the factors considered by the Board and
the Special Committee is included in a Solicitation/Recommendation
Statement on Schedule 14D-9 that was filed by Hollywood with the
Securities and Exchange Commission and mailed to shareholders.  In
considering the Blockbuster offer, the Board and the Special
Committee noted that if there were any material positive
developments relating to the offer subsequent to their
recommendation and prior to the shareholder vote on the Movie
Gallery transaction, they would reevaluate their recommendation.

Additionally, the Board reaffirmed its previous recommendation
that Hollywood's shareholders vote in favor of the merger
agreement with Movie Gallery.  UBS Investment Bank and Lazard
provided financial advice to the Special Committee in connection
with the proposed transaction.  Gibson, Dunn & Crutcher LLP
provided legal advice to the Special Committee and Stoel Rives LLP
provided legal advice to Hollywood in connection with these
matters.  

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Blockbuster has filed a registration statement with the Securities
and Exchange Commission for an exchange offer for all outstanding
shares of Hollywood Entertainment Corporation at a value of
$14.50 per share, comprised of $11.50 in cash and $3.00 in
Blockbuster class A common stock. The exchange offer will formally
commence on Feb. 4, 2005.  The proposed transaction would have an
estimated total value of more than $1.3 billion and would be
immediately accretive to Blockbuster's earnings per share and cash
flow.

The exchange offer represents a premium of $1.25 per Hollywood
share, or 9.4%, over the value of Movie Gallery's $13.25 cash
offer for each share of Hollywood common stock.  Following
completion of the exchange offer, Blockbuster intends to
consummate a second step merger in which each remaining Hollywood
shareholder would receive the right to the same consideration in
cash and stock as paid in the exchange offer.

                About Hollywood Entertainment

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


                     About Movie Gallery

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

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

                         *     *     *

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

The ratings placed on review for possible downgrade are:

   * Senior Implied of Ba2;
   * Long Term Issuer Rating of Ba3;
   * Senior Secured Bank Credit Facilities of Ba2;
   * Senior Subordinated Notes of B1.

The rating downgraded is:

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


BRISTOL CDO: Moody's Junks $30M Floating Rate Notes After Review
----------------------------------------------------------------
Moody's Investors Service announced that it has taken action on
notes issued by Bristol CDO I, Limited, a collateralized debt
obligation issuance.

The tranches affected are:

  (i) U.S.$30,000,000 Class B Second Priority Senior Secured
      Floating Rate Notes Due 2037, currently rated Aa1 on watch
      for downgrade have been downgraded to A2 no longer on watch
      for downgrade.

(ii) U.S.$13,000,000 (current balance of $12,114,308) Class C
      Third Priority Secured Floating Rate Notes Due 2037
      currently rated Ba2 on watch for possible downgrade have
      been downgraded to Caa3 and no longer on watch for
      downgrade.

Moody's also removed the Classes of Notes issued by Bristol CDO I,
Ltd. from the Moody's Watchlist for possible downgrade and has
confirmed the current ratings:

  (i) U.S.$223,500,000 (current balance of $167,533,401) Class A-1
      First Priority Senior Secured Floating Rate Notes Due 2032,
      currently rated Aaa on watch for possible downgrade, have
      been confirmed at Aaa.

(ii) U.S.$20,500,000 (current balance of $15,366,598) Class A-2
      First Priority Senior Secured Floating Rate Notes Due 2032,
      currently rated Aaa on watch for possible downgrade have
      been confirmed at Aaa.

Moody's stated that these rating downgrades were prompted
primarily by deterioration in the credit quality of the underlying
collateral pool.  The transaction continues to violate its
Weighted Average Rating Factor Test as reported in the monthly
deal surveillance report dated as of January 2005.


BREUNERS HOME: Court Converts Chapter 11 Case to Chapter 7
----------------------------------------------------------          
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the   
District of Delaware approved on Feb. 8, 2005, the request of
Breuners Home Furnishings Corp. and its debtor-affiliates to
convert their Chapter 11 bankruptcy cases to a Chapter 7
liquidation proceeding.

Judge Walsh also approved the U.S. Trustee's appointment of
Montague S. Claybrook as the Interim Chapter 11 Trustee for the
Debtors' estate.

Judge Walsh based his decision on the three facts cited by the
Debtors in their request:

   a) most of the proceeds from the Debtors' going-out-of-business
      sales for substantially all of their assets and the
      Designation Rights Agreements for the most of their
      unexpired nonresidential real property leases, were used to
      fund the Debtors' operations for 2004 and pay their
      obligations to the Pre-Petition Lenders;

   b) the Debtors have not been able to reach an agreement with
      the Pre-Petition Lenders for funding their Four Month 2005
      Budget, from Jan. to April, because the Lenders want the
      Debtors to agree on a budget that would require them to pick
      and choose which administrative claims to pay, which the
      Debtors believe is inappropriate; and

   c) since the Debtors have no more sufficient cash to fund their
      operations, conversion to a Chapter 7 liquidation proceeding
      is in the best interest of their estates, their creditors
      and other parties in interest.

Judge Walsh concludes that these facts demonstrate causes to
convert the Debtors' Chapter 11 bankruptcy cases to a Chapter 7
liquidation proceeding under Section 1112(a) of the Bankruptcy
Code.

Headquartered in Lancaster, Pennsylvania, Breuners Home   
Furnishings Corp., -- http://www.bhfc.com/--is one of the largest     
national furniture retailers focused on the middle the upper-end   
segment of the market.  The Company and its debtor-affiliates,
filed for chapter 11 protection on July 14, 2004 (Bankr. Del. Case
No. 04-12030).  The Court converted the case to a Chapter 7
proceeding on Feb. 8, 2005.  Great American Group, Gordon
Brothers, Hilco Merchant Resources, and Zimmer-Hester were brought
on board within the first 30 days of the bankruptcy filing to
conduct Going-Out-of-Business sales at the furniture retailer's 47
stores.  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors.  When the Debtors filed for chapter 11 protection, it
reported more than $100 million in estimated assets and debts.


CAL PAK DELIVERY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cal Pak Delivery, Inc.
        1951-A Fairway Drive
        San Leandro, California 94577

Bankruptcy Case No.: 05-40650

Type of Business: The Debtor provides transportation services.
                  See http://www.calpak.com/

Chapter 11 Petition Date: February 14, 2005

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Kevin W. Coleman, Esq.
                  McNutt and Litteneker, LLP
                  188 The Embarcadero #800
                  San Francisco, CA 94105
                  Tel: 415-995-8475

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Fairway Properties            Landlord                  $222,426
2200 Powell Street #970
Emeryville, CA 94577

Caltop Logistic               Trade                      $59,560
9415 Sorensen Avenue
Santa Fe Springs, CA 90670

Reserve Truck Lines           Trade                      $55,349
959 North Grove Street
Anaheim, CA 92817

State Compensation Fund       Trade                      $46,242

D Scourtis                    Employee                   $44,981

Healthnet 40755A              Trade                      $26,398

Tip066- Transport Int'l Pool  Employment lease           $12,723

XTRA Lease                    Trade                      $11,076

Hartsell Trucking             Trade                      $10,376

Golden Gate Truck Center      Trade                       $9,508

Kalmar AC, Inc.               Trade                       $9,002

Citicorp Del-Lease, Inc.      Equipment lease             $8,417

Suburban Propane              Trade                       $8,216

Western State Oil Co.         Trade                       $5,910

UW Freight Lines, Inc.        Trade                       $5,331

PG&E                          Trade                       $5,068

ATECH                         Trade                       $4,995

Express IT, Inc.              Trade                       $4,932

Hartsell Building Lease       Lease                       $4,809

Lee Financial #1              Trade                       $4,624


CATHOLIC CHURCH: Spokane Litigants Wants to Retain Pachulski Stang
------------------------------------------------------------------
The Official Tort Litigants Committee seeks authority from the
U.S. Bankruptcy Court for the Eastern District of Washington to
retain Pachulski, Stang, Ziehl, Young, Jones & Weintraub, PC, as
bankruptcy counsel in the Diocese of Spokane's Chapter 11 case.  
The Litigants Committee also asks Judge Williams to approve
Pachulski's appearance pro hac vice as its attorney.

Richard Frizzell, Chairman of the Litigants Committee, relates
that Spokane's case raises complex legal issues that must be
resolved as part of its reorganization.  This includes:

   -- a determination of the scope of the property of the estate;

   -- the relationship of the Diocese and parishes, schools and
      affiliated Catholic institutions;

   -- the procedure for filing and allowance of claims, including
      personal injury claims against the estate; and

   -- the ability of the Diocese to confirm a reorganization
      plan.

The members of the Litigants Committee require Pachulski's legal
assistance in determining positions on the issues and in the
representation of these issues, Mr. Frizzell explains.  Pachulski
is a firm of over 60 attorneys with a practice concentrated on
reorganization bankruptcy, litigation, and commercial issues.  
Pachulski attorneys have extensive experience representing
creditors' committees, debtors, creditors, trustees and others in
a wide variety of bankruptcy cases.

As counsel, Pachulski will:

   (a) assist, advise and represent the Litigants Committee in:

       * its consultations with Spokane regarding the
         administration of the Chapter 11 case;

       * analyzing Spokane's assets and liabilities,
         investigating the extent any validity of liens and
         participating in and reviewing any proposed asset sales,
         any asset dispositions, financing arrangements and cash
         collateral stipulations or proceedings;

       * any manner relevant to reviewing and determining
         Spokane's rights and obligations under leases and other
         executory contracts;

       * investigating Spokane's acts, conduct, assets,
         liabilities and financial condition, the operation of
         the Diocese's business and the desirability of the
         continuance of any portion of the business, and any
         other matters relevant to the case or to the formulation
         of a plan;

       * its participation in the negotiation, formulation and
         drafting of a plan of liquidation or reorganization;

       * the performance of all of its duties and powers under
         the Bankruptcy Code and the Bankruptcy Rules and in the
         performance of other services as are in the interests of
         those represented by the Litigants Committee; and

       * the evaluation of claims and on any litigation matters;

   (b) provide advice to the Litigants Committee on the issues
       concerning the appointment of a trustee or examiner under
       Section 1104 of the Bankruptcy Code; and

   (c) provide other services to the Litigants Committee as may
       be necessary in the case.

Pachulski will be paid based on these hourly rates:

     Shareholder, partner, and
     of counsel attorneys                $400

     Associates                          $275

     Paralegals                          $150

Pachulski received no retainer in Spokane's case.  Neither the
Litigants Committee nor any of its members or their
representatives are or will be liable for any fees or costs
incurred by Pachulski in its representation of the Litigants
Committee.

Pachulski will also receive reimbursement of necessary expenses.  
Pachulski will not charge for non-working travel time.

Mr. Frizzell assures Judge Williams that Pachulski is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code as modified by Section 1107, and does not hold any
interest adverse to the estate.

                       Prior Representation

Mr. Frizzell discloses that since October 2004, Pachulski
represented a prepetition group of creditors who filed state court
suits against Spokane based on sexual abuse by a member of the
clergy, a worker, a teacher, a volunteer, or other person or
entity associated with or representing the Diocese or parishes,
schools or other Diocese-related institutions served by the
Diocese.  Pachulski resigned from its representation of the
prepetition group of creditors on February 3, 2005, when it agreed
to represent the Litigants Committee.

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


CCC INFORMATION: Dec. 31 Balance Sheet Upside-Down by $121.9 Mil.
-----------------------------------------------------------------
CCC Information Services Group Inc. (Nasdaq:CCCG) reported net
income of $6.5 million for the fourth quarter ending December 31,
2004, compared to net income of $8.2 million for the same quarter
in 2003.  Included in the fourth quarter 2003 results is a
$1.4 million tax related benefit associated with the completion of
a tax audit.  Fourth quarter 2004 results reflect the full impact
of the company's self-tender transaction.

Revenue for the fourth quarter increased 3.2 percent to
$50.5 million, compared to $48.9 million for the same quarter in
2003.  Operating income for the quarter was $12.8 million compared
to operating income of $11.1 million for the fourth quarter of
2003.  Operating margin for the quarter was 25.3 percent compared
to 22.6 percent for the same quarter in 2003.

"We finished 2004 on a positive note," Githesh Ramamurthy,
Chairman and Chief Executive Officer said.  "Key customer wins in
the quarter will generate momentum and drive revenue growth in
2005. We expect the majority of this new customer revenue to
materialize in the second half of the year."

            Fourth Quarter Revenue & Expense Highlights

Key revenue highlights for the quarter:

   -- The CCC Pathways(R) portfolio increased 3.9 percent from
      prior year. Key drivers continued to be the growth of the
      company's estimating solutions in the repair facility and
      insurance channels as well as growth from CCC's recycled
      parts solution.

   -- The CCC Valuescope(R) portfolio grew 4.8 percent compared to
      prior year. Growth came from new customers and higher
      transaction volume from current customers.

   -- The Workflow portfolio increased 3.4 percent compared to
      prior year as revenue expansion in CCC Autoverse(R) drove
      growth through a combination of existing customers expanding
      their use geographically, as well as new customer adoption.

Key operating expense highlights for the quarter are:

   -- Production and customer support expenses declined from prior
      year as a result of efficiencies related to the new customer
      support model.

   -- Selling, general and administrative expenses increased from
      prior year due to increased incentive compensation costs
      tied to business performance.

   -- Product development and programming expenses decreased from
      prior year because of the organizational realignment of the
      company that took place in the second quarter. The
      sequential decrease for the quarter is due to the completion
      of development work on several new products.

                  Full Year Financial Highlights

Full year net income totaled $18.6 million for 2004, compared to
net income of $26.0 million, or $0.94 per share, for 2003.  
Operating income for the year was $32.8 million compared with
$40.5 million in 2003. Revenue for the full year 2004 was
$198.7 million, an increase of 2.7 percent compared to $193.4
million for the full year 2003.

                          2005 Guidance

For the full year, the company expects to report earnings per
share of $1.25 - $1.35, assuming 17.5 million shares outstanding
on a fully diluted basis. This is a change to prior guidance,
principally due to the inclusion of a non-cash charge of $3.0
million or $0.11 per share for performance based restricted stock
grants for senior managers. These grants, which are being expensed
over two years, vest at the end of 2006 based on 2006 earnings
performance. The company expects the annual charges from these
grants to be comparable to what it has historically granted in
options and disclosed in Note 1 to the financial statements. The
company also expects additional charges from the adoption on FAS
123R beginning July 1, 2005. This new accounting standard will
require the company to expense the value of previously granted
stock options that remain unvested at July 1, 2005. As the company
has not yet fully evaluated its FAS 123R adoption and valuation
alternatives and related financial statement impact, the above
guidance excludes the impact of FAS 123R for existing stock
options.

On an operating basis, guidance includes revenue growth in the low
to mid single digit range, which remains unchanged from the
company's prior guidance. Growth will occur largely in the second
half of the year as the company completes the implementation of
customer wins from 2004.

Full year operating income is expected to be in the range of $46
to $49 million. Again, this includes a non-cash charge of $3.0
million, spread ratably throughout the year, for the company's
restricted stock incentive plan. The major non-operating items are
interest expense and taxes. The company expects interest for the
full year to be around $11 million and the tax rate to approximate
38%.

For the first quarter of 2005, the company expects relatively flat
revenue compared to the first quarter last year, but improved
operating margins due to the benefit from the expense reduction
program put in place last June. Earnings per share for the first
quarter should range from $0.26 to $0.29 per share, which includes
a $0.03 per share impact for non-cash stock compensation expense.

                        About the Company

CCC Information Services Group Inc. (NASDAQ:CCCG) --
http://www.cccis.com/-- headquartered in Chicago, is a leading  
supplier of advanced software, communications systems, Internet
and wireless-enabled technology solutions to the automotive claims
and collision repair industries.  Its technology-based products
and services optimize efficiency throughout the entire claims
management supply chain and facilitate communication among
approximately 21,000 collision repair facilities, 350 insurance
companies and a range of industry participants.  

At Dec. 31, 2004, CCC Information's balance sheet showed a
$121,875,000 stockholders' deficit, compared to $51,583,000 in
positive equity at Dec. 31, 2003.


CENTURY CARE: Plan's Effective Date Tolled for Asset Sale Closing
-----------------------------------------------------------------         
The Honorable Frank R. Monroe of the U.S. Bankruptcy Court for the
Western District of Texas extended until Feb. 28, 2005, the
Effective Date of the confirmed First Amended Joint Plan of
Reorganization of Century Care of America, Inc., and the closing
date for the sale of the Debtor's Granbury Nursing Facility to
Southwest L.T.C. Management, Inc.

Judge Monroe confirmed the Debtor's Joint Plan on Dec. 16, 2004.  
The Plan is premised on the sale of the Debtor's Athens Nursing
Facility, Whispering Oaks Nursing Facility, Granbury Nursing
Facility and the Tomball Nursing Facility, collectively called the
"Non-Austin Facilities," to Southwest L.T.C. Management, Inc., for
a total purchase price of $12,700,000 under an Asset Purchase
Agreement.  At an auction conducted for the Debtor's Non-Austin
Facilities on Dec. 10, 2004, no competing bids topped Southwest
L.T.C.'s offer, and the Court approved the sale of the Facilities
to Southwest L.T.C.  

The Debtors projected the sale would close and the Plan would take
effect on Jan. 31, 2005.  

During a Health Survey conducted by the Texas Dept. of Aging and
Disability of the Granbury Nursing Facility from Jan. 11-13, 2005,
the Agency discovered that the Granbury Facility did not meet the
required State licensure requirements and it was not in
substantial compliance with Federal requirements for nursing
facilities under Medicare and Medicaid programs.

Because of this situation, the Debtor and Southwest L.T.C. asked
the Court to extend the projected closing and effective dates to
Feb. 28, 2005, in order to address the issues cited by the Health
Survey.

Southwest L.T.C. is prepared to close and pay the proportionate
portion of the Purchase Price for the Granbury Nursing Facility
once the licensure issues are resolved.  The Debtor and its
Creditors Committee assure Judge Monroe that they are working
diligently to resolve the Granbury Facility's licensure issues
before the Feb. 28 extension deadline.

Headquartered in Marble Falls, Texas, Century Care of America,
Inc., is a provider of healthcare services.  The Company filed for
chapter 11 protection on February 11, 2004 (Bankr. W.D. Tex. Case
No. 04-10801).  J. Craig Cowgill, Esq., at Cowgill & Holmes, PLLC
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$51,471,523 in total assets and $21,052,563 in total debts.


CHEVY CHASE: Moody's Rates Classes B-4 & B-5 Certificates at Low-B
------------------------------------------------------------------
Moody's Investors Service has assigned ratings ranging from Aaa to
B2 for certain classes of investor certificates of the Chevy Chase
Funding LLC, Mortgage-Backed Certificates, Series 2004-B
residential mortgage securitization.  

Moody's analyst, Kruti Muni, said the ratings are based on the
credit quality of the underlying loans and the credit support
provided through subordination of the subordinate certificates.
The ratings are also based on the transaction's cash flow and
legal structure and on the servicing ability of Chevy Chase Bank,
F.S.B.

The complete rating actions are:

  -- Chevy Chase Funding LLC, Mortgage-Backed Certificates, Series
     2004-B

     * Class A-1, rated Aaa
     * Class A-1I, rated Aaa
     * Class A-NA, rated Aaa
     * Class IO, rated Aaa
     * Class B-1, rated Aa2
     * Class B-2, rated A2
     * Class B-3, rated Baa2
     * Class B-4, rated Ba2
     * Class B-5, rated B2

The notes are being offered in privately negotiated transactions
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


CITATION CAMDEN: Taps Mercer as Employee Compensation Advisor
-------------------------------------------------------------
Citation Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Alabama, Southern
Division, for permission to employ Mercer Human Resource
Consulting, Inc., to provide advice about employee compensation
matters.

The Debtors believe that because of the size and complexity of
their operations, they need Mercer to render advisory services
regarding the structure and implementation of an appropriate
executive employee compensation program in connection with their
chapter 11 cases.

The current hourly billing rates of professionals at Mercer:

         Designation                 Billing Rate
         -----------                 ------------
         Principal                    $500 - $700
         Associate                    $250 - $450
         Consulting Analysts          $150 - $300
         Administrative Support       included in
                                      consultant
                                      billing rates

John Dempsey, a principal at Mercer, assures the Court of his
Firm's "disinterestedness" as that term is defined in Section
101(14) of the Bankruptcy Code.

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


COLONIAL PROPERTIES: Expands Accounting Team with New Executive
---------------------------------------------------------------
Colonial Properties Trust (NYSE: CLP) appointed John E. Tomlinson
as Executive Vice President and Chief Accounting Officer effective
Feb. 14, 2005.  Mr. Tomlinson, who is a Certified Public
Accountant, will be responsible for internal control functions,
GAAP compliance, SEC reporting, regulatory agency compliance and
reporting, management reporting and accounting operations.  "This
move positions us to tap into a tremendous resource of experience
and expertise and is consistent with our forward looking strategic
initiatives," says Weston Andress, Chief Financial and Chief
Investment Officer.

Mr. Tomlinson has over 12 years experience in public accounting
and comes to Colonial Properties Trust from Deloitte & Touche LLP
where he served as Senior Manager from May 2002 through January
2005.  He holds a Bachelor of Science of Professional Accountancy
and a Master of Business Administration from Mississippi State
University.  Prior to Deloitte & Touche, Mr. Tomlinson served as a
Senior Manager / Manager at Arthur Andersen LLP from September
1996 through May 2002.  Mr. Tomlinson's experience includes
independent audits of public and private entity financial
statements, merger and acquisition due diligence, business risk
assessment and registration statement work for public debt and
stock offerings.

Colonial Properties Trust's senior accounting team will include
Ken Howell, a 24-year veteran of the Company, as Senior Vice
President of Accounting Operations and Charles "Trey" Fulton who
is joining Colonial Properties as Senior Vice President for
Regulatory Reporting.  Mr. Fulton also joins Colonial Properties
from Deloitte & Touche.  He is a CPA and received both his B.S. in
Accounting and Masters of Accountancy from Auburn University.

                     About Colonial Properties

Colonial Properties Trust -- http://www.colonialprop.com/-- is a  
diversified REIT that, through its subsidiaries, owns a portfolio
of multifamily, office and retail properties where you live, work
and shop in Alabama, Florida, Georgia, Mississippi, North
Carolina, South Carolina, Virginia, Tennessee, Texas, Arizona,
Nevada and New Mexico.  Colonial Properties Trust performs
development, acquisition, management, leasing and brokerage
services for its portfolio and properties owned by third parties.  
Colonial Properties Trust is a diversified REIT, which has a total
market capitalization in excess of $3.5 billion.  The foundation
of Colonial Properties' success is its live, work and shop
diversified investment strategy.  The Company manages or leases
29,100 apartment units, 6.8 million square feet of office space
and 15.6 million square feet of retail shopping space.  The
Company, headquartered in Birmingham, Ala., is listed on the New
York Stock Exchange under the symbol "CLP" and is included in the
S&P SmallCap 600 Index.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Ratings Services affirmed its ratings on Rayovac
Corporation, including its 'B+' corporate credit rating, after
completion of its acquisition of United Industries Corporation.

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

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

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


COMMERCIAL MORTGAGE: Moody's Junks $5.813M Class N Certificates
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven classes,
downgraded the ratings of two classes and affirmed the ratings of
eight classes of Commercial Mortgage Asset Trust, Commercial
Mortgage Pass-Through Certificates, Series 1992-C2.

Moody's rating actions are:

   * Class A-1, $77,777,519, Fixed, affirmed at Aaa
   * Class A-2, $319,833,000, Fixed, affirmed at Aaa
   * Class A-3, $108,770,000, Fixed, affirmed at Aaa
   * Class CS-1, Notional, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class B, $38,759,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $38,759,000, Fixed, upgraded to Aaa from A2
   * Class D, $11,627,000, Fixed, upgraded to Aa1 from A3
   * Class E, $29,069,000, Fixed, upgraded to A1 from Baa2
   * Class F, $15,503,000, Fixed, upgraded to A3 from Baa3
   * Class G, $15,503,000, Fixed, upgraded to Baa3 from Ba1
   * Class H, $15,503,000, Fixed, upgraded to Ba1 from Ba2
   * Class J, $7,751,000, Fixed, affirmed at Ba2
   * Class K, $11,627,000, Fixed, affirmed at Ba3
   * Class L, $7,751,000, Fixed, affirmed at B1
   * Class M, $7,751,000, Fixed, downgraded to B3 from B2
   * Class N, $5,813,000, Fixed, downgraded to Caa2 from B3

As of the January 18, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 6.5% to
$724.6 million from $775.2 million at securitization.  The
Certificates are collateralized by 81 loans secured by commercial
and multifamily properties.  The loans range in size from less
than 0.1% to 5.7% of the pool, with the top loans representing
45.0% of the pool.

The pool consists of a conduit component, representing 88.9% of
the pool, and a credit tenant lease -- CTL -- component,
representing 11.1% of the pool.  Fifteen loans, representing 18.0%
of the pool, have defeased and been replaced with U.S. Government
securities.  The defeased loans include two of the original top 10
loans, Marina Pacifica Shopping Center ($32.2) and Luckman Plaza
($32.0).  One loan has been liquidated from the pool resulting in
a realized loss of approximately $2.7 million.

Three loans, representing 4.4% of the pool, are in special
servicing. Moody's has estimated aggregate losses of approximately
$6.4 million for all of the specially serviced loans.

Moody's was provided with year-end 2003 operating results for
97.5% of the performing conduit loans and partial year 2004
results for 98.6% of the performing conduit loans.  Moody's
weighted average loan to value ratio -- LTV -- for the conduit
component is 83.1%, compared to 85.7% at securitization.  

The upgrade of Classes B, C, D, E, F, G and H is due to increased
subordination levels, stable pool performance and a high
percentage of defeased loans.  The downgrade of Classes M and N is
due to realized and expected losses from the specially serviced
loans and LTV dispersion.  Based on Moody's analysis, 21.7% of the
pool has a LTV greater than 100.0%, compared to 4.3% at
securitization.

The top three loans represent 15.7% of the outstanding pool
balance.  The largest loan is the Westin Denver Tabor Center Loan
($41.3 million - 5.7%), which is secured by a 430-room
full-service hotel located in downtown Denver, Colorado.  The
hotel is part of an upscale multi-use condominium complex that
includes a 570,000 square foot office building and an urban mall.  
RevPAR for the twelve month period ending December 31, 2004 was
$102.90, compared to $113.50 at securitization.  The borrower is
an affiliate of Starwood Hotels & Resorts.  Moody's LTV is 67.9%,
essentially the same as at securitization.

The second largest loan is the 208 South LaSalle Street Loan
($40.8 million - 5.6%), which is secured by a 854,000 square foot
Class B office building located in downtown Chicago, Illinois.
Although the property's occupancy has declined slightly to 87.0%
from 95.0% at securitization, rental rates have increased
significantly.  The largest tenant is ABN AMRO Capital Markets
(29.0% GLA; lease expiration December 2005).  Moody's LTV is
69.8%, compared to 81.4% at securitization.

The third largest loan is the Henry W. Oliver Building Loan
($32.1 million - 4.4%), which is secured by a 472,000 square foot
Class B office building located in downtown Pittsburg,
Pennsylvania.  The building is 93.2% occupied, compared to 89.0%
at securitization. The largest tenant is Kirkpatrick & Lockhart
(56.2% GLA; lease expiration December 2009).  Moody's LTV is
78.8%, compared to 83.4% at securitization.

The CTL component includes 8 loans secured by 22 properties under
bondable leases.  The largest CTL exposures are ACCOR
($40.3 million), Circuit City ($21.5 million) and Cinemark USA
($18.3 million).  The weighted average shadow rating for the CTL
component is Ba2, the same as at securitization.

The pool's collateral is a mix of:

            * office (31.6%),
            * U.S. Government securities (18.0%),
            * retail (17.7%),
            * CTL (11.1%),
            * multifamily (10.3%),
            * lodging (5.7%),
            * industrial (4.7%), and
            * other (0.9%).  

The collateral properties are located in 28 states plus
Washington, D.C.  The highest state concentrations are:

            * Illinois (11.3%),
            * Pennsylvania (10.7%),
            * Colorado (9.0%),
            * California (7.8%), and
            * New York (6.6%).  

All of the loans are fixed rate.


CORAL STREET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Coral Street Productions, Inc.
        dba Bayshore Press
        P.O. Box 67303
        Scotts Valley, California 95067

Bankruptcy Case No.: 05-50681

Type of Business: The Debtor provides printing services.
                  See http://www.bayshorepress.com/

Chapter 11 Petition Date: February 10, 2005

Court: Northern District of California (San Jose)

Judge: James R. Grube

Debtor's Counsel: Henry B. Niles, III, Esq.
                  Law Offices of Henry B. Niles III
                  340 Soquel Avenue, #105
                  Santa Cruz, CA 95062
                  Tel: 831-457-4545

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Steve and Anna Crawford       Note                      $235,000
2630 Custer Drive
San Jose, CA 95124

Unisource Corporation         Trade Debt                $125,128
Pleasanton Division
4225 Hacienda Drive
Pleasanton, CA 94588

Robert W. and Karen A.                                  $100,000
Peterson
c/o EBCO
6955 Sierra Court, Suite 206
Dublin, CA 94568

Gleason Industries            Trade Debt                 $79,997

State Board of Equalization                              $62,608

Creo America, Inc.            Trade Debt                 $44,147

Kirk XPEDX Paper Co.                                     $40,849

Apex Die Corporation          Trade Debt                 $30,555

Printing Industry Benefit     Trade Debt                 $25,405
Trust

Creo Americas, Inc.           Trade Debt                 $25,065

John Hope Electric, Inc.      Trade Debt                 $20,168

HP Indigo America, Inc.       Trade Debt                 $15,022

Western Printing Ink Corp.    Trade Debt                 $14,782

Golden West Envelope Co.      Trade Debt                 $14,593

Silver Press                  Trade Debt                 $13,550

Taylor Made Dies              Trade Debt                 $13,430

Spicers Paper, Inc.           Trade Debt                 $13,099

Pacific Gas & Electric        Utilities                  $12,430

Charles E. Harris, Esq.       Legal Fees                 $11,323

The Gluers                    Trade Debt                 $10,596


CYVON IMAGING INC: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cyvon Imaging, Inc.
        dba Community Diagnostics
        1810 North I-35
        Lancaster, Texas 75134

Bankruptcy Case No.: 05-31844

Type of Business: The Debtor operates a diagnostic clinic.

Chapter 11 Petition Date: February 17, 2005

Court:  Northern District of Texas (Dallas)

Judge:  Steven A. Felsenthal

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Internal Revenue Service                      $350,000
1100 Commerce Street
Mail Code 5027-DAL
Dallas, TX 75242

Hitachi Medical Systems                        $58,000
PO Box 75053
Cleveland, OH 44101

Buddy Morahan                                  $15,000
515 N. Cedar Ridge, Suite 9
Duncanville, TX 75116

Konica Minolta                                 $13,405
411 Newark-Pompton Turnpike
Wayne, NJ 07470

RFDI                                           $12,500
2013 Elm Creek Lane
Flower Mound, TX 75028

TXU                                            $10,664
PO Box 660409
Dallas, TX 75266

TWCC                                            $9,000
400 South I-35
Austin, TX 78704

David Childs                                    $5,000
Dallas County Tax Assessor
PO Box 620088
Dallas, TX 75262

Aldridge Enterprises                            $3,650

Latino Times                                    $3,000

Mallinkrodt                                     $2,000

Angelica Textile Service                        $1,730

Grande Communication                            $1,200

McKesson                                        $1,080
Department 0701

Landauer                                        $1,000

T Mobile                                        $1,000

American 3CI                                      $500

St. Johns                                         $495


DENNY'S CORP: Dec. 29 Balance Sheet Upside-Down by $264.7 Million
-----------------------------------------------------------------
Denny's Corporation (OTCBB: DNYY) reported results for its fourth
quarter and year ended Dec. 29, 2004.

Highlights:

   -- 2004 same-store sales increased 5.9% at company units and
      6.0% at franchised units.

   -- 2004 total operating revenue increased $19.1 million, or
      2.0%, to $960.0 million.

   -- 2004 operating income increased $7.8 million, or 16.9%, to
      $53.9 million.

   -- Fourth quarter same-store sales increased 5.8% at company
      units and 5.9% at franchised units.

   -- Fourth quarter operating income increased $1.6 million, or
      17.4%, to $10.6 million.

   -- Denny's announces a $3.2 million cumulative restatement
      related to changes in lease accounting.

Nelson J. Marchioli, President and Chief Executive Officer, said,
"Our solid results in the fourth quarter of 2004 capped a year of
strong sales and earnings momentum.  Same-store sales for the year
were Denny's best in over a decade.  In fact, we have now reported
17 consecutive months of positive same store sales which
demonstrates the appeal of our concept and the compelling value
proposition we offer our customers.  Our continued focus on
operational excellence at the restaurant level and our proven
national advertising campaign should help us build upon this
success in 2005."

                     Fourth Quarter Results

For the fourth quarter of 2004, Denny's reported total operating
revenue of $243.7 million compared with $251.7 in the prior year
quarter.  As previously disclosed, the fourth quarter of 2003
included an additional week of operations, or 14 weeks in total,
compared with a standard 13 weeks in the fourth quarter of 2004.  
The extra week in 2003 resulted in an estimated impact of
$22.4 million in additional operating revenue, consisting of $20.7
million in company restaurant sales and $1.7 million in franchise
and license revenue.

Company restaurant sales for the fourth quarter were $221.3
million compared with $228.4 million in the prior year quarter.
This sales comparison was impacted by the additional week of
operations in 2003 and an eight-unit decline in company-owned
restaurants which more than offset a 5.8% increase in same-store
sales.  Franchise revenue was $22.5 million compared with $23.3 in
the prior year quarter.  This revenue comparison was impacted by
the additional week in 2003 and a 27-unit decline in franchised
restaurants which more than offset a 5.9% increase in franchise
same-store sales.

Company restaurant operating margin for the fourth quarter
increased 2.0 percentage points to 13.5% of company sales compared
with 11.5% in 2003.  A key driver of this margin improvement was a
1.3 percentage point decrease in payroll and benefit costs
resulting, in particular, from lower benefits costs following a
medical plan redesign for 2004.  Also contributing to the
operating margin improvement was a 0.7 percentage point decrease
in product costs attributable to effective menu mix management and
selective price increases taken to offset commodity cost
pressures.

General and administrative expenses for the fourth quarter
increased $7.7 million due primarily to higher performance-based
incentive compensation expense (approximately $2.8 million) as
well as the incurrence of stock-based compensation expense
(approximately $5.2 million) attributable to options and
restricted stock units granted under Denny's Corporation's Omnibus
Incentive Plans.

Operating income for the fourth quarter increased $1.6 million to
$10.6 million, as improved operating margins more than offset the
impact of the additional week in 2003 and higher general and
administrative expenses this quarter.

Interest expense for the fourth quarter decreased $8.0 million to
$12.9 million reflecting lower borrowing costs resulting from the
financial recapitalization completed during the third and fourth
quarters of 2004.

Net loss for the fourth quarter of 2004 was $14.1 million,
compared with the prior year's fourth quarter net loss of
$13 million.  Net loss for the fourth quarter of 2004 included
$12.2 million of expenses attributable to the financial
recapitalization, of which $0.2 million was included in general
and administrative expenses with the remaining $12.0 million
included in other nonoperating expenses.

                      Full Year Results

For the full year of 2004, Denny's reported total operating
revenue of $960.0 million, up $19.1 million from 2003.  As noted
above, 2003 included an extra week of operations, or 53 weeks in
total, representing approximately $22.4 million in additional
operating revenue.  Company restaurant sales for 2004 increased
$19.4 million to $871.2 million as a 5.9% same-store sales
increase more than offset the impact of the additional week of
operations in 2003 and an eight-unit decline in company-owned
restaurants.  Franchise revenue for 2004 decreased $0.3 million to
$88.8 million as the impact of the additional week in 2003 and a
27-unit decline in franchised restaurants more than offset a 6.0%
increase in franchise same-store sales.

Company restaurant operating margin for 2004 increased 2.1
percentage points to 13.3% of company sales compared with 11.2% in
2003.  Contributing to the margin improvement was positive
operating leverage resulting from same-store sales growth.  
Another key driver of the margin improvement was a 1.8 percentage
point decrease in payroll and benefit costs resulting from lower
medical benefit costs throughout the year as well as lower
restaurant labor costs predominantly during the first half of the
year.

General and administrative expenses for 2004 increased $15.7
million due primarily to higher performance-based incentive
compensation expense (approximately $9.1 million), the incurrence
of stock-based compensation expense (approximately $6.5 million),
as well as higher transactions costs attributable to the financial
recapitalization (approximately $2.4 million).

Operating income for 2004 increased $7.8 million to $53.9 million
as a result of higher sales and improved operating margins,
partially offset by the impact of the additional week in 2003 and
higher general and administrative expenses this year.

Net loss for 2004 was $37.6 million, or $0.58 per diluted common
share, compared with the prior year's net loss of $33.7 million,
or $0.83 per diluted common share.  Net loss for 2004 included
$25.8 million of expenses attributable to the financial
recapitalization, of which $4.1 million was included in general
and administrative expenses while the remaining $21.7 million was
included in other nonoperating expenses.

                        Recapitalization

During the fourth quarter, Denny's completed its financial
recapitalization through the sale of $175 million of 10% Senior
Notes due 2012.  The net proceeds from the notes offering, along
with borrowings under the new credit facilities closed in the
third quarter, were used to redeem or repurchase the balance of
Denny's prior 12.75% notes and 11.25% notes and pay associated
premiums, transaction expenses and accrued interest.

As of December 29, 2004, Denny's new $75 million revolver had no
outstanding advances, while letters of credit totaled $37.5
million, resulting in a net availability of $37.5 million. As of
today, these balances remain unchanged.

Mr. Marchioli concluded, "Strengthening our balance sheet and
controlling costs as we steadily grow the top-line are critical to
enhancing shareholder value.  With our recapitalization complete,
additional focus will be directed towards investing in and
enhancing core operations in 2005.  We are confident that we can
realize the full potential of our existing restaurant base and
grow our company in a effective and disciplined manner."

               Restatement of Financial Statements

Similar to recent announcements by other restaurant and retail
companies, Denny's has reviewed its lease accounting treatment and
relevant accounting literature in consultation with KPMG LLP, its
current independent registered public accounting firm. As a
result, the Company and its audit committee determined that it was
appropriate to restate previously issued financial statements to
correct its accounting treatment for leasehold improvements,
resulting in the acceleration of depreciation for certain
leasehold improvements.  The restatement had no impact on the
Company's previously reported cash flows, revenues or same-store
sales, or on the Company's compliance with covenants under its
current credit facilities or other debt instruments.

The cumulative balance sheet effect of the restatement was an
increase in accumulated depreciation of $3.2 million as of
December 31, 2003 relating to fiscal years 1998 through 2003.  Of
this amount, $0.9 million was recorded as additional depreciation
and other amortization expense for the quarter and year ended
December 31, 2003.  The Company also determined it was appropriate
to record additional adjustments related to fiscal years 1998
through 2003 which previously were deemed immaterial.  The
cumulative balance sheet effects of these adjustments as of
December 31, 2003 consist of a decrease in goodwill of $0.2
million, an increase in other long-term assets of $0.9 million, an
increase in liability for insurance claims of $1.3 million, and an
increase in other noncurrent liabilities and deferred credits of
$2.0 million.  Of these amounts, $1.3 million was recorded as
additional payroll and benefits expense for the quarter and year
ended December 31, 2003.

The financial statements and schedules contained herein have been
restated to reflect these adjustments.  The adjustments noted
above are subject to change as the Company's current and former
independent registered public accounting firms complete their
review of these matters.  Additional details related to the
restatement can be found in the Form 8-K filed with the Securities
and Exchange Commission.

                         Business Outlook

Based on 2004 results and management's expectations at this time,
Denny's anticipates total operating revenue for 2005 of between
$975 million and $985 million based on same-store sales increases
at both company and franchised units of approximately 2 to 3
percent.  With regard to new unit development, Denny's expects to
open 2 to 3 new company units while franchisees are expected to
open 15 to 20 new units. Denny's anticipates earnings before
interest, taxes, depreciation and amortization (EBITDA) for 2005
of between $110 million and $115 million.  Included in anticipated
EBITDA is approximately $10 million of stock-based compensation
expense along with other noncash and nonoperating items.  Denny's
anticipates 2005 cash capital spending of between $55 million and
$65 million, including investments in a new point-of-sale system
and new company restaurant development.

                      Annual Board Meeting

The Board of Directors of Denny's has set Wednesday, May 25, 2005,
as the date for the 2005 Annual Meeting of Denny's Shareholders to
be held in Spartanburg, South Carolina.

                        About the Company

Denny's is America's largest full-service family restaurant chain,
consisting of 552 company-owned units and 1,048 franchised and
licensed units, with operations in the United States, Canada,
Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. For further
information on Denny's, including news releases, links to SEC
filings and other financial information, please visit our website
referenced above.

At Dec. 29, 2004, Denny's Corporation's balance sheet showed a
$264,711,000 stockholders' deficit, compared to a restated
$318,729,000 stockholders' deficit at Dec. 31, 2003.


DEX MEDIA: Board Declares $0.09 Common Share Quarterly Dividend
---------------------------------------------------------------
Dex Media, Inc.'s (NYSE: DEX) Board of Directors declared on
Feb. 17, 2005, a quarterly cash dividend of $0.09 per common
share, payable April 15, 2005, to shareholders of record as of
March 18, 2005.

"This is our second consecutive quarterly dividend and reflects
our desire to grow shareholder value through quarterly dividends
and capital appreciation," said George Burnett, president and CEO
of Dex Media.  "We are pleased to enhance shareholder value
through strong free cash flow, debt pay down and quarterly
dividends."

                    About the Company

Dex Media, Inc., is the exclusive publisher of the official White
and Yellow Pages directories in print, Internet and CD-ROM for
Qwest Communications International Inc.  The company publishes 259
directories in Arizona, Colorado, Idaho, Iowa, Minnesota, Montana,
Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah,
Washington and Wyoming.  The company's leading Internet based
directory, DexOnline.com, is the most used Internet Yellow Pages
in the states Dex Media serves, according to market research firm
comScore. In 2003, after giving effect to the acquisition of Dex
Media West, LLC, Dex Media, Inc. generated revenues of
approximately $1.6 billion.

                          *     *     *

As reported in the Troubled Company Reporter on June 18, 2004,
Fitch Ratings affirmed these ratings on Dex Media's subsidiaries,
Dex Media East LLC (DXME) and Dex Media West LLC (DXMW):

     DXME

          -- $1.1 billion senior secured credit facility 'BB-';
          -- $450 million senior unsecured notes due 2009 'B';
          -- $525 million senior subordinated notes due 2012 'B-;

     DXMW

          -- $2.1 billion senior secured credit facility 'BB-';
          -- $385 million senior unsecured notes due 2010 'B';
          -- $780 million senior subordinated notes due 2013 'B-'.

In addition, Fitch has assigned a 'CCC+' rating to the holding
company's, Dex Media Inc., $500 million 8% notes due 2013 and its
$750 million 9% aggregate principal discount notes due 2013, which
has a current accreted value of $512 million. Approximately
$6.3 billion of debt is affected by Fitch's actions. The Rating
Outlook is Stable.

On July 28, 2004, Moody's Investor Service upgraded its credit
ratings by two notches to B3.

In anticipation of a common stock offering and the use of a
portion of the proceeds to reduce debt, on May 17, 2004,
Standard & Poors revised the outlook on Dex's single-B credit
ratings to stable from negative.


DIAL THRU: Deficits Trigger Going Concern Doubt
-----------------------------------------------
Dial Thru International Corporation has been generally unable to
achieve positive cash flow on a quarterly basis to date although
it has significantly reduced its operating loss, primarily due to
the fact that its present lines of business do not generate a
volume of business sufficient to cover its overhead costs.  
Furthermore, approximately 50% of the Company's trade accounts
payable and accrued liabilities are past due.  Dial Thru's future
operating success is extremely dependent on its ability to quickly
generate positive cash flow from its VoIP lines of products and
services.  Any failure of this business plan will result in a cash
flow crisis and could force the Company to seek alternative
sources of financing, or to greatly reduce or discontinue
operations.   

                      Going Concern Doubt

Although various possibilities for obtaining financing, or
effecting a business combination have been discussed from time to
time, there are no agreements with any party to raise money or
combine with another entity.  Further, negotiations with the
Company's existing lenders has not resulted in any extension of
past due obligations, which could therefore be declared due and
accelerated at any time.  Any additional financing Dial Thru may
obtain will involve material and substantial dilution to existing
stockholders.  In such event, the percentage ownership of its
current stockholders will be materially reduced, and any new
equity securities sold by Dial Thru may have rights, preferences
or privileges senior to the current common stockholders.  If
unable to obtain additional financing, Company operations in the
short term will be materially affected and Dial Thru may not be
able to remain in business.   These circumstances raise
substantial doubt as to the ability of the Company to continue as
a going concern.

Dial Thru International Corporation has an accumulated deficit of
approximately $46.5 million as of October 31, 2004, as well as
significant working capital deficit.   Funding of its working
capital deficit, current and future operating losses, and
expansion will require continuing capital investment which may not
be available to the Company.

KBA Group LLP, of Dallas, Texas, independent auditors for the
Company, in its December 9, 2004, Auditors Report, observes:

     "The Company has suffered recurring losses from
     continuing operations during each of the last three
     fiscal years.  Additionally, at October 31, 2004, the
     Company's current liabilities exceeded its current
     assets by $9.3 million and the Company has a
     shareholders' deficit totaling $6.5 million.  These
     conditions raise substantial doubt about the Company's
     ability to continue as a going concern."  

Dial Thru International Corporation's primary business
concentrates on the marketing of IP telephony services, including
voice, fax, data and other Web-based services.  The term Bookend
Strategy describes its primary focus, which is to provide
telecommunication services originating in foreign countries and in
the corresponding ethnic segment domestically in the United States
via the Internet to transport various forms of communications.  
These services are provided primarily via the public Internet,
utilizing VoIP and other digitized voice technologies.  VoIP is
voice communication that has been converted into digital packets
and is then addressed, prioritized, and transmitted over any form
of broadband network utilizing the technology that makes the
Internet possible.  


DOBSON COMMS: 4th Qtr. Net Loss Narrows to $13.9-Mil from 2003
--------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) reported a net
loss applicable to common shareholders of $13.9 million for the
fourth quarter ended Dec. 31, 2004.  The net loss included a
$34.7 million gain from extinguishment of debt and a $16.8 million
income tax expense (non-cash) for the fourth quarter.

For the fourth quarter of 2003, Dobson reported a net loss
applicable to common shareholders of $70.3 million.  The net loss
included a $24.2 million loss from extinguishment of debt, a
$26.8 million loss on redemption and repurchases of mandatorily
redeemable preferred stock, and a $12.8 million income tax
benefit.

Dobson's 2004 results include the operations of Michigan 5 Rural
Service Area (RSA), which the Company acquired on Feb. 17, 2004,
and the Michigan markets acquired from NPI-Omnipoint Wireless, LLC
on June 15, 2004.  Excluded as not meaningful are financial
results for RFB Cellular, Inc., certain assets of which the
Company acquired December 29, 2004.

Dobson reported EBITDA of $87.0 million for the fourth quarter of
2004, compared with EBITDA of $94.2 million for the fourth quarter
of 2003. Please see Table 3 for EBITDA reconciliation to GAAP
measures.

Total revenue was $264.9 million for the fourth quarter of 2004,
of which $53.3 million, or 20 percent, was roaming revenue.  For
the fourth quarter of 2003, Dobson reported total revenue of
$250.3 million, of which $56.1 million, or 22 percent, was roaming
revenue.

Average service revenue per unit (ARPU) per month for the fourth
quarter of 2004 was $42.17, compared with $40.01 for the fourth
quarter last year and $41.20 for the third quarter of 2004.  ARPU
includes postpaid, prepaid and reseller ARPU.

Dobson Communications reported approximately 393 million roaming
minutes of use (MOUs) for the fourth quarter of 2004, with a
blended yield of approximately $0.136 per MOU.  Roaming MOUs for
the fourth quarter of 2004 were approximately 10 percent higher
than roaming MOUs of approximately 356 million for the fourth
quarter of 2003 on a "same-store" basis that includes Michigan RSA
5 and NPI throughout both periods.

GSM roaming accounted for approximately 221 million roaming MOUs,
or 56 percent of total roaming MOUs, for the fourth quarter. This
compared with 43 percent of roaming MOUs in the third quarter of
2004 and 25 percent in the second quarter of 2004.

                        Operating Trends

Dobson reported approximately 112,300 total gross subscriber
additions for the fourth quarter of 2004. This compared with
approximately 121,600 total gross subscriber additions in the
third quarter of 2004, and approximately 117,100 gross subscriber
additions in the fourth quarter of 2003.

Among postpaid gross additions in the fourth quarter of 2004,
approximately 64,500, or 93 percent, selected GSM calling plans.
(See Table 3.)

Postpaid customer churn was 2.35 percent for the fourth quarter of
2004, compared with 2.05 percent for the third quarter of 2004 and
1.86 percent for the fourth quarter of 2003.

For the fourth quarter of 2004, excluding the effect of the RFB
acquisition, the Company reported a net subscriber reduction of
approximately 25,600, compared with 1,200 net additions in the
third quarter of 2004 and 14,400 net subscriber additions in the
fourth quarter of 2003.

Dobson acquired approximately 26,200 subscribers during the fourth
quarter with the purchase of the non-license wireless assets of
RFB Cellular, Inc. Consequently, as of year-end 2004, the
Company's total subscriber base was approximately 1,609,300.

During the fourth quarter of 2004, approximately 75,100 TDMA
subscribers migrated to GSM calling plans, compared with 74,500
migrations in the third quarter of 2004 and 68,700 migrations in
the second quarter of 2004.

At year-end 2004, approximately 415,300 customers, or 26 percent
of Dobson's total subscriber base, were on GSM calling plans,
compared with approximately 286,500 GSM subscribers, or 18 percent
of its subscriber base, at September 30, 2004.

Capital expenditures were approximately $24.2 million in the
fourth quarter of 2004, bringing total 2004 capital expenditures
to $142.0 million.

The Company ended 2004 with $178.9 million in cash and cash
equivalents, $2.5 billion in total debt, and $358.6 million in
preferred stock obligations.

                        Outlook for 2005

In 2005, Dobson's growth strategy will focus on increasing ARPU
and gross subscriber additions, mitigating churn and strengthening
the Cellular One brand in the Company's markets.

Dobson expects ARPU to continue increasing as it adds new GSM
subscribers and transitions existing TDMA subscribers to GSM
calling plans.  As the Company proceeds through this transition,
it expects its total subscriber base to remain stable or to
decline slightly during 2005.

Consistent with the fourth quarter trend, Dobson expects roaming
MOUs in 2005 to increase eight to 10 percent, compared with its
total for 2004, and expects that its roaming yield for 2005 will
be approximately 13 cents.

Dobson anticipates increased operating expenses in 2005, compared
with 2004.  Network operating expense is expected to increase
during 2005 as the Company's subscriber base continues to migrate
from TDMA to GSM.  Sales and marketing expense for the year is
expected to increase due to the cost of TDMA migrations and
initiatives to strengthen the Cellular One brand.  Finally, the
Company intends to implement SFAS No. 123R, the expensing of stock
options, which will increase operating expenses in 2005.

Dobson expects to generate 2005 EBITDA in a range of $345 million
to $365 million.

Capital expenditures are expected to be up to $140 million in
2005, reflecting the construction of additional GSM cell sites to
improve network performance, the upgrading of acquired networks,
and approximately $36 million in E911 compliance investment.

                        About the Company  

Dobson Communications -- http://www.dobson.net/-- is a leading  
provider of wireless phone services to rural markets in the United
States.  Headquartered in Oklahoma City, Dobson owns wireless
operations in 16 states.    

                          *     *     *

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

Dobson Communications Corporation  

   -- Senior implied rating downgraded to Caa1 from B2  

   -- Issuer rating downgraded to Ca from Caa1  

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

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

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

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

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

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

Dobson Cellular Systems, Inc.  

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

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

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

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

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

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


DONNKENNY INC: Mahoney Cohen Approved as Auditors and Accountants
-----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of New York
gave Donnkenny, Inc., and its debtor-affiliates permission to
retain Mahoney Cohen & Company, CPA, P.C., as their independent
auditors and accountants.

Mahoney Cohen has worked for the Debtors since September 2003,
rendering extensive auditing and accounting services for their
businesses and operations.

Mahoney Cohen will:

   a. audit the Debtor's annual financial statements included in
      the Form-10K to be filed with the Securities and Exchange
      Commission;

   b. review the Debtor's quarterly financial statements included
      in the Form-10Q to be filed with the Securities and Exchange
      Commission;

   c. audit the annual financial statements of the Donnkenny
      Apparel, Inc. Employees' Savings 401(k) Plan;

   d. appear before the Court, if needed, with respect to the
      acts, conduct and property of the Debtors and attend
      conferences with the Debtor, creditors and their attorneys;

   e. perform any other auditing and accounting services to the
      Debtors as may be necessary and desirable in their
      bankruptcy proceedings.

Ted Chasanoff, C.P.A., a Shareholder at Mahoney Cohen, discloses
the Firm received a $316,276 retainer.

Mr. Chasanoff reports Mahoney Cohen's professionals bill:

      Designation            Hourly Rate
      -----------            -----------
      Partners               $365 - $450
      Managers               $205 - $275
      Senior Accountants     $135 - $200
      Staff Accountants      $100 - $120

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

Headquartered in Manhattan, New York, Donnkenny, Inc., designs,
imports, and markets broad lines of moderately and better-priced
women's clothing.  Almost all of the Debtors' products are
produced abroad and imported into the U.S., principally from
Bangladesh, China, Guatemala, Hong Kong, India, Korea, Mexico,
Nepal, and Vietnam.  The Company and its debtor-affiliates filed
for chapter 11 protection on February 7, 2005 (Bankr. S.D.N.Y.
Case No. 05-10712).  Bonnie Steingart, Esq., at Fried, Frank,
Harris, Shriver & Jacobson LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $45,670,000 and total
debts of $100,100,000.


DONNKENNY INC: Can Continue Hiring Ordinary Course Professionals
----------------------------------------------------------------          
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York gave Donnkenny, Inc., and its
debtor-affiliates 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 call upon certain professionals, including accountants
and lawyers to assist them in their ongoing business operations
and the resolution of any related operational difficulties.

The Debtors submit that in light of the additional costs
associated with the preparation for employment applications for
the Ordinary Course Professionals who will receive relatively
small fees, it would be impractical, inefficient and costly for
the Debtors to require each of those Professionals to submit
individual employment and compensation applications to the Court.

The Debtors assure the Court that:

   a) no Ordinary Course Professional will be paid in excess of
      $10,000 per month, and those Professionals' total payments
      will not exceed in the aggregate of $75,000 per month;

   b) in the event an Ordinary Course Professional's fees and
      expenses exceeds $10,000 per month, that Professional will
      be required to file a formal fee application to the Court;

   c) no Ordinary Course Professional will be involved in the
      administration of the Debtors' chapter 11 cases; and

   d) each Ordinary Course Professional will submit to the Court
      an invoice detailing the nature of services of those
      Professionals and the fees and disbursements they incurred
      for each month.

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 Manhattan, New York, Donnkenny, Inc., designs,
imports, and markets broad lines of moderately and better-priced
women's clothing.  Almost all of the Debtors' products are
produced abroad and imported into the U.S., principally from
Bangladesh, China, Guatemala, Hong Kong, India, Korea, Mexico,
Nepal, and Vietnam.  The Company and its debtor-affiliates filed
for chapter 11 protection on February 7, 2005 (Bankr. S.D.N.Y.
Case No. 05-10712).  Bonnie Steingart, Esq., at Fried, Frank,
Harris, Shriver & Jacobson LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $45,670,000 and total
debts of $100,100,000.


DPL CAPITAL: S&P Places B Ratings on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on three
synthetic transactions related to DPL Capital Trust II on
CreditWatch with positive implications.

The CreditWatch placements reflect the placement of the ratings on
DPL Capital Trust II's $300 million 8.125% trust preferred capital
securities on CreditWatch with positive implications on
Feb. 14, 2005.

These DPL Capital Trust II-related transactions are
swap-independent synthetic transactions that are weak-linked to
the underlying collateral, DPL Capital Trust II's $300 million
8.125% trust preferred capital securities, which are guaranteed by
DPL, Inc.

             Ratings Placed on CreditWatch Positive
   
      Structured Asset Trust Units Repackagings (SATURNS)
           DLP Capital Security Backed Series 2002-3
          $54.55 Million Callable Units Series 2002-3
   
                                 Rating
                  Class     To            From
                  -----     --            ----
                  A units   B/Watch Pos   B
                  B units   B/Watch Pos   B
   
      Structured Asset Trust Units Repackagings (SATURNS)
           DLP Capital Security Backed Series 2002-4
                        $42.5 Million   

                                 Rating
                  Class     To            From
                  -----     --            ----
                  A units   B/Watch Pos   B
                  B units   B/Watch Pos   B
   
      Structured Asset Trust Units Repackagings (SATURNS)
           DLP Capital Security Backed Series 2002-7
                          $25 Million
   
                                 Rating
                  Class     To            From
                  -----     --            ----
                  A units   B/Watch Pos   B
                  B units   B/Watch Pos   B
   
             Ratings Placed on CreditWatch Positive
   
      Structured Asset Trust Units Repackagings (SATURNS)
           DLP Capital Security Backed Series 2002-3
                       $54.55 Million
   
                                 Rating
                  Class     To            From
                  -----     --            ----
                  A units   B/Watch Pos   B
                  B units   B/Watch Pos   B
   
      Structured Asset Trust Units Repackagings (SATURNS)
           DLP Capital Security Backed Series 2002-4
                         $42.5 Million
   
                                 Rating
                  Class     To            From
                  -----     --            ----
                  A units   B/Watch Pos   B
                  B units   B/Watch Pos   B
   
      Structured Asset Trust Units Repackagings (SATURNS)
           DLP Capital Security Backed Series 2002-7
                          $25 Million
   
                                 Rating
                  Class     To            From
                  -----     --            ----
                  A units   B/Watch Pos   B
                  B units   B/Watch Pos   B


ENERGY CONVERSION: Accountants Raise Going Concern Doubts
---------------------------------------------------------
Energy Conversion Devices has recurring losses from operations and
needs additional working capital.  On August 12, 2004, the
Board of Directors approved management's business restructuring
plan to take full advantage of the favorable battery settlement
agreement announced on July 7, 2004, and the increasing market
interest in solar energy systems and hybrid electric vehicles.  
In evaluating the business, history and prospects of the Company
management has pointed out that:

   * the Company has a history of losses, its future profitability
     is uncertain, and its financial statements are subject to a
     going concern explanatory paragraph by its independent
     registered public accounting firm;

   * the Company needs to obtain debt or additional equity
     financing to continue to operate its business and financing
     may be unavailable, reduce its stock price or be available
     only on disadvantageous terms;

   * the Company has disclosed several material weaknesses in its
     internal controls that, if not remedied, could result in
     material misstatements in its financial statements, cause
     investors to lose confidence in its reported financial
     information, and have a negative effect on the trading price
     of its stock;

   * Energy Conversion receives a significant portion of its
     revenues from a small number of customers;

   * the ability of the Company to succeed will be dependent upon
     its ability to successfully implement its business plan, as
     to which no assurance can be given;

   * the Company's product development and commercialization
     programs involve a number of uncertainties and it may never
     generate sufficient revenues to become profitable;

   * the Company's commercialization programs will require
     substantial additional future funding which could hurt its
     operational and financial condition;

   * its securities may not allow its holders to receive a return
     on such securities other than through the sale of the
     securities.

Management believes that funds generated from operations; new
business agreements; equity financing, including the exercise of
common stock purchase warrants and exercise of stock options; debt
financing; new government contracts and the cost-containment
initiatives, together with existing cash and cash equivalents,
will be adequate to support the Company's operations for the
coming year.  However, the amount and timing of such activities
are uncertain.  Accordingly, no assurances can be given as to the
timing or success of the aforementioned plans, negotiations,
discussions and programs.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern in the absence of sufficient additional funds and
the sustained achievement of profitable operations.

                      Going Concern Doubt

The report of the independent registered public accounting firm
states, "the Company's recurring losses from operations and need
for additional working capital raise substantial doubt about its
ability to continue as a going concern."  The Company has
recurring losses from operations and is actively engaged in
discussions to obtain the needed additional working capital.

Energy Conversion Devices, Inc., is a technology, product
development and manufacturing company engaged in the invention,
engineering, development and commercialization of new materials,
products and production technology in the fields of alternative
energy technology and information technology.


FIRST VIRTUAL: Court OKs Bidding Procedures to Test $5.2 Mil. Bid
-----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
California approved First Virtual Communications, Inc.'s (Pink
Sheets: FVCCQ.PK) bidding procedures and timing for interested
parties to submit competing proposals based on an improved
"stalking horse" bid of approximately $5.2 million for the company
from Millennium Technology Value Partners, L.P. and First
Virtual's secured lenders.

"The Company has made great strides to date in its reorganization.  
First Virtual entered Chapter 11 with a letter of intent for the
sale of its assets for $5 million, and the Company is now
launching a competitive bidding process for restructuring
proposals with a definitive agreement for more than $5.2 million
in consideration," reported CEO Jonathan Morgan.  Pursuant to an
asset purchase agreement executed on Feb. 12, 2005, an investment
partnership led by Millennium Technology Value Partners, L.P. a
New York-based private equity fund, and the Company's other
secured lenders made a proposal for substantially all of the
Company's assets through a credit-bid of $5.2 million, $250,000 in
cash and assumption of costs payable at closing.

"We recognize the value in the world-class product solutions that
First Virtual develops, markets, and supports and we are prepared
to assist the company through the DIP period as well as once First
Virtual emerges from Chapter 11 reorganization," said Tom Todaro,
a Senior Advisor of Millennium Technology Value Partners, L.P.

"The Company expects a robust competitive process," Mr. Morgan
also confirmed.  The order approved by the Bankruptcy Court
requires that competing proposals for the company be submitted by
Feb. 21, 2005.  A final determination will be made on Feb. 28,
2005.  The initial proposal by the Company's secured lenders sets
the baseline for the bidding process.  Any subsequent offers must
satisfy the conditions set forth in the Bankruptcy Court's order
in order to qualify for the auction.

Headquartered in Redwood City, California, First Virtual
Communications, Inc. -- http://www.fvc.com/-- delivers integrated  
software technologies for rich media web conferencing and
collaboration solutions.  The Company and its affiliate -- CUseeMe
Networks, Inc. -- filed for chapter 11 protection on Jan. 20, 2005
(Bankr. N.D. Calif. Case No. 05-30145).  Kurt E. Ramlo, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $7,485,867 in total assets and
$13,567,985 in total debts.


FIRST VIRTUAL: Gets Final Approval of $2 Million DIP Facility
-------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
California approved a $2 million debtor-in-possession credit
facility for First Virtual Communications, Inc.'s (Pink Sheets:
FVCCQ.PK) on a final basis.  The finance will help stabilize the
business during the company's Chapter 11 reorganization.

Following interim approval of the DIP credit facility on Jan. 26,
2005, the Company recalled 56 employees that had been furloughed
at the beginning of January.  Final approval of the DIP Facility
allows the company to continue resumed operations as planned.  CEO
Jonathan Morgan commented, "The Company and its employees are
committed to the business and it's restructuring.  We now have the
appropriate resources and will continue to provide our next
generation products and support to our installed-based customers,
partners, and new prospects."

Headquartered in Redwood City, California, First Virtual
Communications, Inc. -- http://www.fvc.com/-- delivers integrated  
software technologies for rich media web conferencing and
collaboration solutions.  The Company and its affiliate -- CUseeMe
Networks, Inc. -- filed for chapter 11 protection on Jan. 20, 2005
(Bankr. N.D. Calif. Case No. 05-30145).  Kurt E. Ramlo, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $7,485,867 in total assets and
$13,567,985 in total debts.


GADZOOKS INC: Inks Pact to Sell All Assets to Forever 21 for $33M
-----------------------------------------------------------------
Gadzooks, Inc. (OTC Pink Sheets: GADZQ) has entered into an asset
purchase agreement with an affiliate of Forever 21, Inc., a
national specialty retailer of apparel and accessories for
fashion-oriented women operating over 200 retail stores, to sell
substantially all of the operating assets of the Company and its
243 retail stores pursuant to Section 363 of the United States
Bankruptcy Code.

At a Bankruptcy Court-sanctioned auction taking place in Dallas,
Texas on Feb. 14, 2005, the Company received several bids
culminating in the final bid from Forever 21 valued by the Company
in excess of $33 million.  The Company and Forever 21 executed an
asset purchase agreement on Feb. 16, 2005, that contemplates
closing of the transaction on March 11, 2005.  The effectiveness
of the asset purchase agreement is conditioned upon, among other
things, the entry by the U.S. Bankruptcy Court for the Northern
District of Texas of an order approving the transaction on
Wednesday, Feb. 23, 2005.

Jerry Szczepanski, Chairman and Chief Executive Officer of
Gadzooks said, "I thank our dedicated and talented associates both
at the corporate office and in our stores for their exceptional
service to the Company.  It has been a tremendous honor and
pleasure for me to work with them these many years. As co-founder
of the Company, I am very proud of what Gadzooks has meant to
people, and it has been a great privilege for me to work with my
colleagues and our vendor and landlord partners.  I wish Forever
21 the best of luck, and have every expectation that they will be
very successful."

Don Chang, CEO and Founder of Forever 21 said, "We are very
thankful for the opportunity to build upon the strong brand
created by the Gadzooks' team.  In particular, the Gadzooks' team
has recently generated sales momentum that has impressed us.  
Coupled with Forever 21's fashion capabilities, we look forward to
working together to build an even stronger brand."

Financo, Inc. served as investment bankers to the Company; Akin
Gump Strauss Hauer & Feld, LLP served as legal advisors and Glass
& Associates, Inc., served as restructuring advisors.

Dallas-based Gadzooks is a specialty retailer of casual clothing,
accessories and shoes for 16-22 year-old females.  Gadzooks
currently operates 243 stores in 40 states.

                         About Forever 21

Forever 21, Inc. is a national specialty retailer of apparel and
accessories for fashion-oriented women operating over 200 retail
stores.  Forever 21, Inc. was founded in Los Angeles, California
in 1984 and has grown consistently over the last 21 years
achieving sales of $640 million this year.

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer
selling casual clothing, accessories and shoes for 16-22 year old
females.  The Company now operates 243 stores in 40 states.  The
Company filed for chapter 11 protection on February 3, 2004
(Bankr. N.D. Tex. Case No. 04-31486). Charles R. Gibbs, Esq., and
Keith Miles Aurzada, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$84,570,641 in total assets and $42,519,551 in total debts.


GADZOOKS INC: Wants Until May 2 to Decide on Leases
---------------------------------------------------
Gadzooks, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, for an extension until May 2,
2005, of their time to decide whether to assume, assume and
assign, or reject leases of nonresidential real property pursuant
to Section 365(d)(4) of the Bankruptcy Code.

The Debtor concluded held an auction on Feb. 14 for the sale of
substantially all of its assets.  Forever 21 delivered the highest
bid, at $33 million.  The Asset Purchase Agreement provides that
the successful bidder will have 60 days from the completion of the
auction to determine which leases it wants to assume or reject.

Without the extension, the purchaser won't have sufficient time to
make well-informed lease-related decisions.

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer
selling casual clothing, accessories and shoes for 16-22 year old
females.  The Company now operates 243 stores in 40 states.  The
Company filed for chapter 11 protection on February 3, 2004
(Bankr. N.D. Tex. Case No. 04-31486).  Charles R. Gibbs, Esq., and
Keith Miles Aurzada, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$84,570,641 in total assets and $42,519,551 in total debts.


GE COMMERCIAL: Fitch Puts Low-B Ratings on 6 Mortgage Certificates
------------------------------------------------------------------
GE Commercial Mortgage Corporation, series 2005-C1 commercial
mortgage pass-through certificates are rated:

    -- $75,842,000 class A-1 'AAA';
    -- $419,280,000 class A-2 'AAA';
    -- $155,000,000 class A-3 'AAA';
    -- $36,781,000 class A-4 'AAA';
    -- $48,230,000 class A-AB 'AAA';
    -- $457,852,000 class A-5 'AAA';
    -- $146,374,000 class A-1A 'AAA';
    -- $110,916,000 class A-J 'AAA';
    -- $1,674,199,523 class X-C* 'AAA';
    -- $1,624,676,000 class X-P* 'AAA';
    -- $41,855,000 class B 'AA';
    -- $16,742,000 class C 'AA-';
    -- $27,206,000 class D 'A';
    -- $14,649,000 class E 'A-';
    -- $23,020,000 class F 'BBB+';
    -- $14,649,000 class G 'BBB';
    -- $25,113,000 class H 'BBB-';
    -- $4,186,000 class J 'BB+';
    -- $8,371,000 class K 'BB';
    -- $10,464,000 class L 'BB-';
    -- $2,092,000 class M 'B+';
    -- $6,279,000 class N 'B';
    -- $4,185,000 class O 'B-';
    -- $25,113,523 class P 'NR'.

*Notional Amount and Interest Only

Classes A-1, A-2, A-3, A-4, A-AB, A-5, A-1A, A-J, X-P, B, C, D,
and E are offered publicly, while classes X-C, F, G, H, J, K, L,
M, N, O, and P are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 127
fixed-rate loans having an aggregate principal balance of
approximately $1,674,199,523, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the Report titled 'GE Commercial Mortgage Corporation, series
2005-C1' dated Jan. 31, 2005 available on the Fitch Ratings web
site at http:/www.fitchratings.com/


GENEVA STEEL: Court Says Anderson Must Submit to Rule 2004 Exam
---------------------------------------------------------------
Geneva Steel LLC sought and obtained an order from the U.S.
Bankruptcy Court for the District of Utah, Central Division,
directing its creditor -- Anderson Geneva, LLC -- to submit to an
examination under Rule 2004 of the Federal Rules of the Bankruptcy
Procedure.  

The Debtor will be fishing for information from Anderson about
whether its plan of reorganization is really in the best interests
of the estate and its creditors.  Among other items, the Debtors
want to be sure that Anderson has the cash it says it has and
whether Anderson has the capacity to pay what it's promising
creditors under a proposed chapter 11 plan.  The Court directs
Anderson to produce documentary evidence no later than 5:00 p.m.
on March 7, 2005, for inspection.

A hearing to consider the adequacy of disclosure statements
explaining competing plans submitted by Geneva, the Committee and
Anderson is scheduled on March 23, 2005, at 9:00 a.m.  

                       The Anderson Plan

As previously reported, Anderson's Plan of Reorganization proposes
to acquire the bulk of the Debtor's remaining assets for cash on
the Effective Date and through a series of periodic cash payments
thereafter.  

The Anderson Plan contemplates the continuation of the Official
Committee of Unsecured Creditors to administer the claims and
resolve disputed claims and pursue causes of action on the
estate's behalf.

Holders of general unsecured claims who opt not to be treated as
administrative convenience claims are projected to receive 55% to
57% of the face amount of their claims under the Anderson Plan.

Headquartered in Provo, Utah, Geneva Steel LLC, owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $262 million in total assets and
$192 million in total debts.


GREENPOINT CREDIT: Fitch Junks Six Mortgage Securitization Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on the Greenpoint Credit
Manufactured Housing Trusts listed below, which include four
downgrades and 12 affirmations, and encompass approximately $652.8
million in outstanding principal.

   Series 1999-5:

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

   Series 2000-1:

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

   Series 2000-3:

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

   Series 2001-2 Group 1:

       -- Class I-A-1 affirmed at 'AAA'

   Series 2001-2 Group 2:

       -- Class II-A-1 affirmed at 'AAA'.

The downgrades (representing approximately $88.2 million in
outstanding principal) are a result of poor performance on the
underlying collateral.  Losses to date have significantly exceeded
Fitch's initial expectations.

Series 1999-5 currently has a pool factor (current mortgage loan
principal outstanding as a percentage of the initial pool) of 45%.
Although losses have been higher than initial expectations, all
tranches except for class B have the benefit of a $32 million
letter of credit - LOC -- to absorb future losses.  To date, there
have been no draws on the LOC.

Series 2000-1, with a pool factor of 48%, has experienced
significant losses and, subsequently, a reduction of credit
enhancement -- CE.  CE for all classes is below their original
levels.  In particular, classes A-2 through A-5 have seen CE
decrease to 25% (originally 27%), and the CE for class M-1 is down
to 10.6% (originally 20.5%).  It is expected that losses will
result in the full write-down of class M-2 in the very near
future, at which time class M-1 will encounter write-downs as a
result of monthly losses.

Series 2000-3, with a pool factor of 46%, has also seen a dramatic
deterioration in CE.  Class I-A has lost more than 200 basis
points - bps -- from its initial CE, 23% down to 20.5%.  Class I
M-1 has seen a severe reduction in CE, with a drop of more than
half its original level of 17.25% to 8.1%.  Class I M-2 has just
started experiencing writedowns stemming from collateral losses.

Series 2001-2 has sufficient enhancement for both class I-A-1 and
II-A-1.  Class I-A-1 is supported by an $85 million non-rated
certificate that amounts to more than 70% of the current pool.
Class II-A-1 benefits from the subordination of a $100 million
non-rated certificate that is over 75% of the pool.


GTC TELECOM: Deficits & Defaults Trigger Going Concern Doubt
------------------------------------------------------------
GTC Telecom Corporation has negative working capital of
$7,762,388, an accumulated deficit of $16,414,210, and a
stockholders' deficit of $7,312,177 as of December 31, 2004.  The
Company is in default on several notes payable, including
approximately $5 million to MCI, Inc.  In addition, through
December 31, 2004, the Company historically had losses from
operations and a lack of profitable operational history, among
other matters, that raise substantial doubt about its ability to
continue as a going concern.  

The Company hopes to continue to increase revenues from additional
revenue sources and increase margins through continued
negotiations with Sprint and other cost cutting measures.  In the
absence of significant increases in revenues and margins, the
Company says it intends to fund operations through additional debt
and equity financing arrangements.  

GTC Telecom Corporation (OTC:GTCC) provides various services
including, telecommunication services, which includes long
distance telephone and calling card services, Internet related
services, including Internet Service Provider access, and business
process outsourcing services.  GTC Telecom Corp. was organized as
a Nevada Corporation on May 17, 1994, and is based in Costa Mesa,
California.  For more information visit http://www.gtctelecom.com/


HAYES LEMMERZ: Amalgamated Gadget Discloses 5.9% Equity Stake
-------------------------------------------------------------
Amalgamated Gadget, L.P., discloses in a regulatory filing with
the Securities and Exchange Commission dated February 11, 2005,
that it is now deemed to beneficially own 2,247,632 shares of
Hayes Lemmerz International, Inc., Common Stock, which constitutes
5.9% of all outstanding shares.

Amalgamated Gadget acquired the shares for and on behalf of R2
Investments, LDC, pursuant to an Investment Management Agreement.
Under the Agreement, Amalgamated Gadget has sole voting and
dispositive power over the shares and R2 Investments has no
preferential ownership of those shares.

Additionally, the acquired shares include 48,630 shares of Common
Stock obtainable upon exchange of 9,936 shares of Series A
Exchangeable Preferred Stock issued by HLI Operating Company,
Inc.  The exchange rate of the Preferred Stock is equal to $100,
plus any accrued and unpaid dividends whether or not declared,
divided by $23.125, or approximately 4.894.

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

Because of its position as the sole general partner of
Amalgamated, Scepter Holdings, Inc., may be deemed to be the
beneficial owner of 2,247,632 shares of the Stock.

Because of his position as the President and sole shareholder of
Scepter, which is the sole general partner of Amalgamated,
Geoffrey Raynor may also be deemed to be the beneficial owner of
2,247,632 shares of the Stock.

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).  Eric
Ivester, Esq., and Mark S. Chehi, Esq., at Skadden, Arps, Slate,
Meager & Flom represent the Debtors' in their restructuring
efforts.  (Hayes Lemmerz Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HIGH VOLTAGE: No DIP Financing & Court Appoints Chapter 11 Trustee
------------------------------------------------------------------
The Honorable Joan N. Feeney of the United States Bankruptcy Court
for the District of Massachusetts, Eastern Division, denied High
Voltage Engineering Corporation and its debtor-affiliates' request
to obtain debtor-in-possession financing from GE Commercial
Finance last week.  Judge Feeney expressed her disdain concerning
the Debtors' tumble back into bankruptcy 163 after emerging from
chapter 11 last year.  She beat up the professionals.  She said
she needed more financial information.  She questioned management
and expressed doubts about their business judgment.  American
Landmark Master LLC and U.S. Trustee complained that the GE-backed
"financing scheme" would "pre-ordain the future course of this
case."  An ad hoc committee of trade creditors lent their support
to the DIP Financing proposal.  Judge Feeney sided with the
objectors.  

As reported in the Troubled Company Reporter on Feb. 14, 2005, the
Debtors sought authority to borrow up to $5 million on an interim
basis from GE Commercial Finance, and planned to borrow up to an
additional $11.2 million upon final approval of the DIP Financing
Arrangement.  The Company said it needs the money to pay expenses
that will come due between now and the time Jefferies & Company,
Inc., can orchestrate sales of the Robicon Corp., ASIRobicon
S.p.A., High Voltage Engineering B.V., and Charles Evans Group
businesses as going concerns.  Those going concern sales, the
Debtors argue, will maximize creditor recoveries.  Judge Feeney
expressed doubts.  The Debtors told Judge Feeney that GE is the
only lender they know who's willing to advance the money they
need.  Judge Feeney rejected that argument.  

Judge Feeney went a step further and directed the appointment of a
Chapter 11 Trustee in High Voltage's case.  

A full-text copy of Judge Feeney's Feb. 17 Order denying the
Company's DIP Financing Motion and for sua sponte appointment of a
Chapter 11 Trustee is available at no charge at:

          http://bankrupt.com/misc/05-10787-111.pdf

Friday morning, High Voltage's lawyers raced to the Courthouse
asking Judge Feeney to reconsider the financing request, and they
asked her to back down on the appointment of a Chapter 11 Trustee.  
"[D]enial of the DIP Finance Motion and the appointment of a
Chapter 11 Trustee will cause irreparable harm to the estates and
damage the sale process which is likely to produce significant
value for the Debtors' estates," High Voltage's lawyers told Judge
Feeney.  Phillip Martineau, High Voltage's Chief Executive
Officer, reminded Judge Feeney that the Company's has 22
preliminary and non-binding indications of interest in hand for
varying combinations of their assets, and those indications of
interest suggest that the going concern value of the Debtors may
significantly exceed the outstanding claims against the estate.  
"The Debtors believe that the appointment of a Chapter 11 Trustee
will be perceived by prospective bidders as a fire sale, which
would severely diminish the prospects of obtaining maximum value
for the Debtors' assets."  

High Voltage's request for reconsideration fell on deaf ears and
drew further criticism of the Debtors, their management, and their
professionals from Judge Feeney.  Judge Feeney rejects the
Debtors' conclusions that the estates will lose substantial value
and the sale process will be doomed to failure unless it can
borrow money from GE and management remains in place.

A full-text copy of Judge Feeney's Feb. 18 Memorandum substituting
her business judgment for the Debtors' is available at no charge
at:

          http://bankrupt.com/misc/05-10787-121.pdf

The U.S. Trustee has appointed:

          Stephen S. Gray
          The Recovery Group, Inc
          270 Congress Street
          Boston, MA 02210
          Telephone: (617) 482-4242
          E-mail: ssg@trgusa.com

to serve as the Chapter 11 Trustee.  Mr. Gray is the Founder and
Managing Principal of The Recovery Group, Inc.  He has more than
30 years experience developing and implementing restructuring and
crisis management plans for public and private companies, general
creditors, secured parties, acquirers of non-performing companies
and judicial bodies.  Prior to forming TRG, Mr. Gray was President
of Gray and Company, a professional service firm specializing in
turnaround and workout consulting.  He also served as Vice
President for Exeter Management Corp., a firm specializing in
consulting for distressed businesses and as member of the
Corporate Development Staff at Arthur D. Little.  Mr. Gray is a
member of the American Bankruptcy Institute and the Turnaround
Management Association, and holds a BS from George Washington
University and a MS in mechanical engineering from Tufts
University.

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


HOLLYWOOD ENT: Tells Shareholders to Reject Blockbuster's Offer
---------------------------------------------------------------
Hollywood Entertainment Corporation's (Nasdaq: HLYW) Board of
Directors unanimously recommended that shareholders reject
Blockbuster Inc.'s (NYSE: BBI) unsolicited offer to purchase all
of the outstanding shares of Hollywood for consideration
consisting of $11.50 in cash and Blockbuster class A common stock
with a value of $3.00.  

Hollywood reported that the Board believes the uncertainties and
possible delays inherent in Blockbuster's offer outweigh the
approximately 9.4% premium being offered by Blockbuster over the
consideration of $13.25 in cash per share to be paid pursuant to
an agreement and plan of merger with Movie Gallery (Nasdaq: MOVI)
entered into on January 9, 2005.  As a result, after careful
consideration, including its receipt of the unanimous
recommendation of a Special Committee of independent directors,
the Board unanimously recommends that Hollywood shareholders
reject the offer and not tender their shares to Blockbuster.

The Board and Special Committee, in reaching these conclusions,
considered, among other things, that:  

   (1) Blockbuster's offer raises significant antitrust issues
       that cause substantial uncertainty as to whether the
       transaction would be allowed to proceed by the Federal
       Trade Commission at all or could be completed without
       significant delay;  

   (2) Blockbuster's offer is subject to numerous conditions which
       reduce the likelihood of Blockbuster completing the
       transaction;

   (3) Blockbuster's offer does not adequately protect Hollywood's
       shareholders from, or compensate shareholders for, the
       numerous risks and conditions to which the offer is
       subject; and  

   (4) the FTC, on February 11, 2005, permitted the Movie Gallery
       transaction to proceed without a request for additional
       information pursuant to the Hart-Scott-Rodino Antitrust
       Improvements Act of 1976, as amended, eliminating the
       antitrust regulatory hurdle to the Movie Gallery
       transaction.   

A more complete list of the factors considered by the Board and
the Special Committee is included in a Solicitation/Recommendation
Statement on Schedule 14D-9 that was filed by Hollywood with the
Securities and Exchange Commission and mailed to shareholders.  In
considering the Blockbuster offer, the Board and the Special
Committee noted that if there were any material positive
developments relating to the offer subsequent to their
recommendation and prior to the shareholder vote on the Movie
Gallery transaction, they would reevaluate their recommendation.

Additionally, the Board reaffirmed its previous recommendation
that Hollywood's shareholders vote in favor of the merger
agreement with Movie Gallery.  UBS Investment Bank and Lazard
provided financial advice to the Special Committee in connection
with the proposed transaction.  Gibson, Dunn & Crutcher LLP
provided legal advice to the Special Committee and Stoel Rives LLP
provided legal advice to Hollywood in connection with these
matters.  

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Blockbuster has filed a registration statement with the Securities
and Exchange Commission for an exchange offer for all outstanding
shares of Hollywood Entertainment Corporation at a value of
$14.50 per share, comprised of $11.50 in cash and $3.00 in
Blockbuster class A common stock. The exchange offer will formally
commence on Feb. 4, 2005.  The proposed transaction would have an
estimated total value of more than $1.3 billion and would be
immediately accretive to Blockbuster's earnings per share and cash
flow.

The exchange offer represents a premium of $1.25 per Hollywood
share, or 9.4%, over the value of Movie Gallery's $13.25 cash
offer for each share of Hollywood common stock.  Following
completion of the exchange offer, Blockbuster intends to
consummate a second step merger in which each remaining Hollywood
shareholder would receive the right to the same consideration in
cash and stock as paid in the exchange offer.

                       About Blockbuster


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

                     About Movie Gallery

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

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

                         *     *     *

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


LANOPTICS LTD: Dec. 31 Equity Deficit Narrows to $9.9 Million
-------------------------------------------------------------
LanOptics Ltd. (NASDAQ: LNOP), a provider of network processors,
reported results for the fourth quarter and year ended December
31, 2004.

For the three months ended December 31, 2004, LanOptics reported
revenues of US$ 1,721,000 versus US$ 559,000 in the fourth quarter
of 2003.  All of these revenues were attributable to LanOptics'
subsidiary, EZchip Technologies.  Operating loss amounted to US$
2,224,000, versus US$ 2,243,000 in the fourth quarter of 2003.  
The majority of the expenses that resulted in the operating loss
were attributable to EZchip's research and development efforts on
future products, and the balance of the expenses related primarily
to EZchip's sales and marketing activities.  Net loss for the
fourth quarter was US$ 2,378,000, compared to net loss of
US$ 2,411,000 for the same period last year.

For the twelve months ended December 31, 2004, LanOptics reported
revenues of US$ 4,746,000, compared with US$ 1,756,000 for the
same period last year.  All of these revenues were attributable to
LanOptics' subsidiary, EZchip Technologies.  Operating loss for
the twelve months amounted to US$ 8,416,000, versus US$ 9,986,000
in the same period last year.  Net loss for the twelve months was
US$ 9,154,000, compared to the year-earlier loss of US$
10,404,000.

"During 2004, we made a great leap forward and according to
independent market analysts EZchip is the clear leader in the 10-
Gigabit Network Processor market with a majority market share,"
said Dr. Meir Burstin, Chairman of the Board.  "We currently have
44 customers in total with eleven NP-1c based products in
production.  Most of these products are in early production stages
and we wait for deployment and volume ramp-up, which we hope, will
contribute to our 2005 revenues.  Several of these products have
already reached volume production and, as a result, revenues
increased 160% to $4.7 million in 2004, up from $1.8 million in
2003.  Our future revenue growth will continue to depend on market
acceptance of our customers' products and on the pace of recovery
in the telecommunications and related markets.  In 2004, we
announced the development of EZchip's NP-2, a powerful 10-Gigabit
Network Processor combined with a Traffic Manager on the same
chip.  Whereas our current chip NP-1c is targeted mainly at
service cards in communication applications, the NP-2 will address
line card and pizza box applications, offering a ten-fold increase
in EZchip's market opportunity.  We expect NP-2 to tape out during
the first quarter of 2005 and to sample in the second quarter. The
NP-2 has been favorably accepted and we are generating a growing
number of design wins that relate to it.  We expect to see volume
production of the NP-2 in 2006."

As previously announced, effective the first quarter of 2004,
LanOptics' financial statements are being prepared in accordance
with generally accepted accounting principles in the United States
(U.S. GAAP).  Since its inception, LanOptics' consolidated
financial statements had been prepared in U.S. dollars in
accordance with generally accepted accounting principles in Israel
(Israeli GAAP), which differ in certain material respects from
U.S. GAAP.  As previously disclosed by LanOptics in its financial
statements and quarterly earnings releases, the principal
consequence of the change from Israeli GAAP to U.S. GAAP relates
to the accounting for Preferred Shares of LanOptics' EZchip
Technologies subsidiary.  Under Israeli GAAP, a subsidiary's
losses are attributed to the different classes of the subsidiary's
shares according to the ownership level, which is determined by
liquidation preference.  Under U.S. GAAP, the issuance of a
subsidiary's Preferred Shares to a third party is accounted for as
a separate component of minority interest, "Preferred Shares of
Subsidiary," that does not participate in the losses of the
subsidiary.  As a result, under U.S. GAAP the reported net loss
reflects all of the losses of our EZchip Technologies subsidiary,
in which we hold 53.4%, without any minority participation.  The
cumulative effect of this change results in a deficiency in the
consolidated shareholders' equity.

                        About the Company

LanOptics is focused on its subsidiary EZchip Technologies, a
fabless semiconductor company providing high-speed network
processors.  EZchip's breakthrough technology provides packet
processing, classification and traffic management on a single chip
at wire speed.  EZchip's single-chip solutions are used for
building networking equipment with extensive savings in chip
count, power and cost.  Highly flexible processing enables a wide
range of applications for the metro, carrier-edge and core-
enterprise.

At Dec. 31, 2004, LanOptics Ltd.'s balance sheet showed a
$9,891,000 stockholders' deficit, compared to a $14,320,000
deficit at Dec. 31, 2003.


LAUNCH RESOURCES: Enters Receivership and Directors Resign
----------------------------------------------------------
Launch Resources, Inc., (TSX VENTURE:LAU) has entered
receivership.

Despite disappointing results from the drilling in 2003 and early
2004, the Board of Directors felt there was reasonable potential
to recoup value to all the stakeholders.  On September 3, 2004,
the company entered CCAA as part of a plan to reorganize the
company.  The Board then retained Collins Barrow Securities, Inc.,
to canvas the market and solicit the best offers for the merger or
sale of company or its assets.  A second independent engineering
report was prepared to assist in this process.

The Corporation's assets attracted considerable interest in the
marketplace and 21 non-binding offers for the Corporation, its
assets or some of them were received before the expiry of the bid
period.  After extensive negotiation with the parties providing
the most attractive offers, it became clear that the best offers
did not support a reorganization or merger that would return value
to the unsecured stakeholders.  As a consequence, the secured
creditors of the Corporation indicated they would place the
Corporation into receivership and the directors of the Corporation
resigned from the Board.  It does not currently appear that there
will be sufficient assets to fully pay out the secured creditors.

Launch Resources (formerly Kicking Horse Resources), explores for,
develops, and produces oil and gas in Western Canada.

As of Sept. 30, 2004, Launch Resources' balance sheet reflected a
$2,277,389 stockholders' deficit.


LEARNING CENTER: Moody's Affirms Ba2 Rating on $9 Million Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed the Learning Center for
Deaf Children's Ba2 long-term rating.  The outlook for the rating
is stable.  The rating applies to $9 million of outstanding Series
1999 bonds issued through the Massachusetts Health and Educational
Facilities Authority.

Credit strengths are:

  -- Established history and strong reputation in providing
     services for deaf children, with a focus on bilingual
     education including both sign language and spoken English.

  -- Consistent, although thin, operating history (cash flow
     margin of 2.3% in 2004) expected to be sustained by stability
     of government paid revenue streams

  -- Limited additional capital needs should keep relatively high
     leverage steady (cash to debt ratio of 30%).

Credit challenges are:

  -- Thin levels of cash compared to debt or annual expenses (88
     days cash)

  -- Primary source of revenue growth is subject to state
     regulation and has been limited over recent years by state
     economics

Opinion:

The Learning Center for Deaf Children has continued to generate
thin, but very consistent levels of operating cash flow (2.3% in
2004, with an average operating deficit of 6.4% over the last four
years (operating margin excludes contributions and investment
income).  Given the Center's reliance on stable municipal and
State government payors for the vast majority of revenues, Moody's
expects operating performance to remain stable.  The Center
operates primarily as a school for deaf children, with some
programs incorporating residential services for students with
additional needs.

Local school districts and towns pay the Center for educational
services provided at tuition rates that are set by the
Commonwealth of Massachusetts.  The Center responded well to a
rate freeze by the Commonwealth in FY2004, by managing salary and
other expenses and growing enrollment to sustain operating
performance.  The Commonwealth has approved a 3.29% increase in
rates for FY2005, but lowered the rate for 2006 to 2.66%.  Rate
increases have averaged between two and three percent over the
long-term.  The Center has applied to the state for a
restructuring of its rates, which could lead to a substantial
increase in revenues.

The Center's liquidity has grown modestly over time, with
unrestricted cash and investments rising to $2.9 million in 2004
and representing 88 days cash on hand.  Moody's does not expect
liquidity to grow substantially as the Center will begin to
amortize principal on its bonds in FY2005, which combined with
modest cash flow generation in recent years, would limit cash
growth.  However, the Center is undergoing a comprehensive
fundraising campaign with a goal of raising $4 million.  Proceeds
would be targeted for the construction of a library facility and
for other programmatic purposes.  As pledge payments are received
liquidity could be positively impacted.

Enrollment in the Center's various schools has grown over time,
with over 200 students currently enrolled across various locations
and programs.  The largest programs include the Randolph School
(45 students) and the Elementary School (33 students).  The Walden
School, as the residential program, generates the most significant
revenue (over $4 million) due to the nature of the high need
students enrolled and the higher tuition rates charged
commensurate with its student population.  The Center reports that
it continues to operate near capacity in most programs, with
modest room for additional growth in the elementary school.

No significant expansion plans are anticipated at the Center
beyond construction of the library that will be financed with
gifts.  Debt levels have risen slightly since the Center's bond
issue, primarily representing mortgage notes utilized to purchase
homes around the Center's campus, which are used to house students
and have expanded available capacity.
Outlook

The Learning Center for Deaf Children's rating outlook remains
stable reflecting our expectation for steady demand for its
programs, maintenance of break-even or positive operating results
and no additional borrowing plans.

Key Ratios And Data (based on audited Fiscal Year ending 6/30/04
                     results):

  -- Total Revenue: $11.7 million

  -- Days cash on hand: 88 days

  -- Debt to Cash flow: 22 times

  -- Total Debt Outstanding: $9.8 million

  -- Operating Cash flow Margin: 2.3%

  -- Maximum annual debt service coverage with actual investment
     income as reported: 1.09x

  -- Maximum annual debt service coverage with investment income
     normalized at 6%: 1.30x


LYNX 2002-1: S&P Junks Class D Notes After Review
-------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C and D notes issued by Lynx 2002-1 Ltd., a cash flow
arbitrage CDO of ABS, and removed them from CreditWatch negative,
where they were placed June 18, 2004.  At the same time, the
rating on the class A notes is affirmed based on a financial
guarantee insurance policy issued by MBIA Insurance Corp.
Additionally, the rating on the class B notes is affirmed based on
the credit enhancement available to support the notes.

The lowered ratings reflect several factors that have negatively
affected the credit enhancement available to support the notes
since the transaction closed in May 2002, including a number
defaults and interest deferments among CDO assets in the
underlying collateral pool, and a negative migration in the
overall credit quality of the assets within the collateral pool.

The transaction has experienced approximately $45.727 million in
defaults (as defined in the indenture) since closing in May 2002.   
According to the most recent trustee report, dated Feb. 1, 2005,
defaulted assets now account for $30.000 million, or 6.922%, of
the collateral pool.  According to the transaction's indenture,
these defaults include assets that have deferred interest payments
for a period of 12 consecutive months or longer.  In addition, the
transaction's class D notes have been deferring interest since the
August 2003 payment date.  Standard & Poor's also noted that the
overall quality of the collateral pool has declined to a current
level of 'BB+' from a weighted average rating of 'BBB' at the time
of the initial trustee report (August 2002).

Standard & Poor's has reviewed the results of current cash flow
runs generated for Lynx 2002-I Ltd. to determine the level of
future defaults the rated notes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.  
Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings currently assigned to the
notes continue to reflect the credit enhancement available to
support the notes.
     
          Ratings Lowered and Off CreditWatch Negative
                        Lynx 2002-1 Ltd.

                                Rating
                  Class     To           From
                  -----     --           ----
                  C         BB           BBB/Watch Neg
                  D         CCC+         BB/Watch Neg
    
                       Ratings Affirmed
                        Lynx 2002-1 Ltd.

                    Class             Rating
                    -----             ------
                    A                 AAA
                    B                 A-
    
Transaction Information

Issuer:              Lynx 2002-1 Ltd.
Co-issuer:           Lynx 2002-1 Corp.
Underwriter:         Wachovia Securities
Trustee:             LaSalle Bank N.A.
Transaction type:    CDO of ABS
    
      Tranche                    Initial          Current
      Information                Report           Action
      -----------                -------          -------
      Date (MM/YYYY)             5/2002           2/2005

      Class A notes rating       AAA              AAA
      Class A OC ratio           167.11%          174.3%
      Class A OC ratio min.      125.0%           125.0%
      Class B notes rating       A-               A-
      Class B OC ratio           137.35%          136.5%
      Class B OC ratio min.      115.0%           115.0%
      Class C note rating        BBB              BB
      Class C OC ratio           108.51%          103.2%
      Class C OC ratio min.      105.0%           105.0%
      Class D note rating        BB               BB/Watch Neg
      Class D OC ratio           104.01%          94.2%
      Class D OC ratio min.      102.0%           102.0%
      Class A note balance       $300.00mm        $228.014mm
      Class B note balance       $65.00mm         $65.00mm
      Class C note balance       $97.00mm         $97.00mm
      Class D note balance       $20.00mm         $22.399mm
    
      Portfolio Benchmarks                        Current
      --------------------                        -------
      S&P Wtd. Avg. Rtg. (excl. defaulted)        BB+
      S&P Default Measure (excl. defaulted)       1.43%
      S&P Variability Measure (excl. defaulted)   2.70%
      S&P Correlation Measure (excl. defaulted)   1.44%
      Oblig. Rtd. 'BBB-' and Above                68.21%
      Oblig. Rtd. 'BB-' and Above                 82.52%
      Oblig. Rtd. in 'CCC' Range                  9.69%
      Oblig. Rtd. 'SD' or 'D'                     4.74%
    
      Rated OC Ratios (ROCs)  6/2004               2/2005
      ------------------------------               ------
      Cl A notes (Insured) N/A*                    N/A*
      Cl B notes           124.18% (A-)            125.18%(A-)
      Cl C notes           97.21% (BBB/Watch Neg)  102.06% (BB)
      Cl D notes           96.45% (BB/Watch Neg)   97.40% (CCC+)
    
          * ROC is not published for insured tranches because the
            insurance policy, rather than the tranche credit
            support, determines the public rating.


MAL FOODS ILLINOIS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mal Foods, Illinois LLC
        20 South Route 45, Suite 1D
        Frankfort, Illinois 60423

Bankruptcy Case No.: 05-05370

Type of Business: The Debtor is an affiliate of Mal Food, Inc.,
                  which filed for Bankruptcy on Jan. 10, 2005
                  (N.D. Ind. Case No. 05-60127).

Chapter 11 Petition Date: February 17, 2005

Court:  Northern District of Illinois (Chicago)

Judge:  Pamela S. Hollis

Debtor's Counsel: Chester H. Foster, Jr., Esq.
                  Foster & Kallen
                  3825 West 192nd Street
                  Homewood, Illinois 60430
                  Tel: (708) 799-6300
                  Fax: (708) 799-6339

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Princeton Builders                            $322,000
17324 Queen Anne Lane
Tinley Park, IL 60477

AFC Enterprise                                 $38,000
6 Concourse Parkway, Suite 1700
Atlanta, GA 30728

Tom Buchar & Associates                         $9,750
722 Essington Road, Suite D
Joliet, IL 60435

Muzak                                           $9,256
655 West Grand Avenue, Suite 250
Elmhurst, IL 60126

Prism Data Systems                              $2,040
16108 University Oak
San Antonio, TX 78249


MASONITE INTL: Stile Acquisition Lifts Offer for Shares to $42.25
-----------------------------------------------------------------
Masonite International Corporation (TSX and NYSE: MHM) has amended
its agreement with Stile Acquisition Corp., an affiliate of
Kohlberg Kravis Roberts & Co., to provide for an increase in the
price at which Stile would acquire all the common shares of
Masonite to C$42.25 per share cash from C$40.20 per share cash, an
increase of C$2.05 per share.  Masonite's Board unanimously
recommends that shareholders vote in favour of the revised
transaction.

In light of the increased price, Masonite has rescheduled its
shareholders meeting to approve the acquisition by way of plan of
arrangement from February 18, 2005 to March 31, 2005.  The record
date for entitlement to receive notice of and to vote at the
shareholders meeting will be March 1, 2005 and a proxy circular
will be mailed not later than March 10, 2005.  These dates are
subject to approval by the Ontario Superior Court of Justice.

Masonite's Special Committee of directors has been advised by
Merrill Lynch that the consideration under the revised offer is
fair from a financial point of view to the shareholders of
Masonite other than senior management.  The Special Committee has
unanimously concluded that the revised offer is fair to the
shareholders other than senior management and in the best
interests of the Company and has recommended that the Board
approve the transaction as revised.  The Board agreed with the
Special Committee's conclusions and unanimously recommends that
Masonite's shareholders vote in favour of the revised transaction.

KKR -- http://www.kkr.com/-- is one of the world's oldest and  
most experienced private equity firms specializing in management
buyouts, with offices in New York, Menlo Park, California and
London, England. Over the past 28 years, KKR has invested in more
than 115 transactions with a total value of US$138 billion.

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.


MCCANDLESS KM ASSOCIATES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: McCandless KM Associates
        285 Hawthorne Road
        Pittsburgh, Pennsylvania 15209

Bankruptcy Case No.: 05-21763

Type of Business: The Debtor is a law firm.

Chapter 11 Petition Date: February 16, 2005

Court:  Western District of Pennsylvania (Pittsburgh)

Judge:  Judith K. Fitzgerald

Debtor's Counsel: Michael A. Shiner, Esq.
                  Tucker Arensberg
                  1500 One PPG Place
                  Pittsburgh, Pennsylvania 15222
                  Tel: (412) 566-1212
                  Fax: (412) 594-5619

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 Unsecured
Creditors.


MONTESOLE USA LTD: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Montesole USA Ltd.
        P.O. Box 391
        Oakville, California 94562

Bankruptcy Case No.: 05-10265

Chapter 11 Petition Date: February 15, 2005

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Richard V. Day, Esq.
                  Law Offices of Richard V. Day
                  563 Jefferson Street
                  Napa, CA 94559
                  Tel: 707-253-8500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Mark S. Pollock               Legal Fees                  $5,500
1766 Third St.
Napa, CA 94559


NEWAVE INC: 3 for 1 Forward Stock Split Takes Effect
----------------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWAV) will begin trading on
Feb. 18, 2005, under the new ticker symbol "NWWV".  Additionally,
the previously announced 3 for 1 forward stock split will be
effective at the market open on Feb. 18, 2005.

                        About the Company

NeWave Inc. -- http://www.newave-inc.com/-- is a direct marketing  
company which utilizes the internet to maximize the income
potential of its customers, by offering a fully integrated turnkey
ecommerce solution.  NeWave subsidiary Onlinesupplier.com, offers
a comprehensive line of products and services at wholesale prices
through its online club membership. Auction Liquidator, a NeWave
subsidiary is an online portal that provides customers with a
quick and efficient method for selling unwanted items on eBay and
other online auction sites.    

                          *     *     *

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

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


NORTHWESTERN CORP: Proposed Settlement with Magten Asset Collapses
------------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
said the Plan Committee, the successor to the Creditors' Committee
formed during the pendency of the Company's Chapter 11 case, and
its major shareholders have objected to the Company's previously
announced agreement in principle to settle all pending legal
actions, appeals, claims and disputes by and among NorthWestern,
Magten Asset Management Corporation and Law Debenture Trust
Company of New York LLC.  For the reasons set forth in the
objections, NorthWestern will not present the proposed settlement
to the bankruptcy court for approval.

Because the settlement will not be going forward and pursuant to
the terms of the Company's confirmed Plan of Reorganization,
368,626 shares of NorthWestern common stock that was not
distributed to "non-accepting" Class 8(b) creditors are being
distributed on a pro rata basis to holders of allowed claims in
Class 7 (unsecured note holders) and to holders of allowed claims
in Class 9 (general unsecured).  Holders of Class 7 claims will
receive a supplemental distribution of 324,134 shares of
NorthWestern common stock and holders of allowed claims in Class 9
are entitled to the remaining 44,492 shares.  Also pursuant to the
terms of the reorganization plan, 684,265 warrants that were not
distributed to "non-accepting" Class 8(b) creditors have been
cancelled.

Details about the proposed settlement appeared in the Feb. 10,
2005, edition of the Troubled Company Reporter.  

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


OWENS-ILLINOIS: Names Helge Wehmeier to Board of Directors
----------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) has appointed Helge H. Wehmeier
to serve on the Company's Board of Directors effective Jan. 25,
2005.

Mr. Wehmeier will serve on the Audit Committee and
Nominating/Corporate Governance Committee of the Board.  He was
appointed to fill the vacancy created by the retirement of Michael
W. Michelson whose term will expire May 2006.

From 2002-2004, Mr. Wehmeier served as vice chairman of Bayer
Corporation, the $11 billion US-based subsidiary of Bayer AG of
Germany, a $27 billion international life sciences, polymers and
specialty chemicals group.  In 2002, after more than 35 years with
Bayer, he retired as president and chief executive officer of
Bayer Corp. after 11 years in that position.  During his career,
he served as general manager for the fibers business in the UK and
as head of the Photo Division on the Board of the Bayer subsidiary
Agfa-Gevaert AG.  In 1989, he was elected to the board of
directors and executive committee of Bayer USA Inc.  He is an
alumnus of IMEDE, Lausanne, Switzerland, and INSEAD,
Fontainebleau, France.

Mr. Wehmeier serves on the Board of Directors of PNC Financial
Services Group, Inc., and TEREX Corporation.  He is an executive
vice president and member of the Board of Directors for the
Pittsburgh Symphony Society and also serves on the Board of the
American Council on Germany and the Advisory Board of the Curtis
Institute of Music.

"I am very pleased to welcome Helge to the O-I Board," said Steve
McCracken, O-I chairman and chief executive officer.  "Not only
does his business leadership experience make him a great addition
to our team, but Helge's international and healthcare background
will provide expertise consistent with, and additive to, our new
portfolio alignment."

                        About the Company

Owens-Illinois is the largest manufacturer of glass containers in
the world, with leading positions in Europe, North America, Asia
Pacific and Latin America.  O-I is also a leading manufacturer of
healthcare packaging and specialty closure systems.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2004,
Fitch Ratings affirmed the ratings for Owens-Illinois (NYSE: OI)
as follows:

   -- Senior secured credit facilities at 'B+';
   -- Senior secured notes at 'B';
   -- Senior unsecured notes at 'CCC+';
   -- Convertible preferred stock at 'CCC'.

The Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Aug. 2, 2004,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Owens-Illinois, Inc., and removed it from
CreditWatch where it was placed on Feb. 19, 2004. The outlook is
negative.


PANACO INC: Wants to Avoid Paying $5.6M of Purported Sec. Claims
----------------------------------------------------------------
These entities filed proofs of claim in Panaco, Inc.'s chapter 11
case asserting some type of security interest:

   Creditor                              Claim Amount
   --------                              ------------
   Broussard Brothers, Inc.              $     15,707
   Cudd Pressure Control, Inc.                 44,967
   Halliburton Energy Services, Inc.           14,298
   Delta Towing                               237,621
   Newpark Drilling Fluids, LLC               239,445
   N.R. Broussard Landing, Inc.                15,494
   Offshore Drilling Company                2,967,664
   Ryan Energy Technologies                   458,904
   Schlumberger Technology Corp.              449,690
   Smith International, Inc.                  175,991
   Superior Energy Services, LLC               59,750
   Tesco Corporation                          338,414
   Thomas Energy Services, Inc.                15,291
   Trinity Storage Service                    251,542
   Weatherford US, LP                         345,375
   Wood Group Logging Services, Inc.           26,676
                                          -----------
   TOTAL:                                 $ 5,656,828
                                          ===========

The Debtor asks the U.S. Bankruptcy Court for the Southern
District of Texas, through the commencement of an adversary
proceeding, to declare that these creditor-defendants do not hold
secured claims or any valid lien on any estate property.

                       Debtor's Arguments

The Debtor sought and obtained the Court's authority to assume and
assign all of its right, title and interest in certain oil and gas
properties located in the North White Lake Field Prospect,
Vermilion Parish, Louisiana, to Peoples Energy Production-Texas,
LP.  The Court also ruled that the North White Lake Property sale
be subject to the liens described in the company's motion papers.  
The Debtor did not receive any proceeds from the sale of the North
White Lake Property.  Peoples simply assumed the plugging and
abandonment obligations with respect to that property.

Omar J. Alaniz, Esq., at Neligan Tarpley Andrews & Foley, LLP, in
Dallas Texas contends that because there were no sale proceeds
from the assignment, no liens attached to any proceeds the Debtor
received.  Accordingly, claims asserting an interest in those
proceeds do not constitute valid secured claims against the
Debtor's estate.

Smith International, Inc., one of the Creditor-Defendants,
asserted that their claims are also secured by a lien on property
located in Galveston Bay, Chambers County, Texas described as
State Tract 73, Well #6, API#42-071-32208, also known as the
Umbrella Point Property.  Smith has not provided the Debtors with
any documentation to support its alleged lien on the Umbrella
Point Property.

The Court confirmed the Debtor's Plan of Reorganization on
Nov. 3, 2004.  The Plan took effect on Nov. 16, 2004.  Under the
Plan, holders of general unsecured claims will recover 10% of
their claim in cash and a pro rata share of anything the Debtor
receives from any avoidance action.  By eliminating these
purported secured claims, recoveries by holders of general
unsecured claims will increase.  

Panaco, Inc., is in the business of selling oil and natural gas
produced on property it leases to third party purchasers.  The
Company filed for chapter 11 protection on July 16, 2002.  Monica
Susan Blacker, Esq., at Neligan Stricklin LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $130,189,000 in assets
and $170,245,000 in debts.


PARAGON HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Paragon Holdings, Inc.
        4927 North River Shore Drive
        Tampa, Florida 33603

Bankruptcy Case No.: 05-02311

Chapter 11 Petition Date: February 10, 2005

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Debtor's Counsel: Richard J. McIntyre, Esq.
                  Trenam, Kemker, Scharf
                  101 East Kennedy Boulevard, #2700
                  Tampa, FL 33602
                  Tel: 813-223-7474

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
R. Gordon Cormie, Esq.
736 5th Avenue, SW, Ste. 1500
Calgary, Alberta T2P, 3T7
Canada

Metalade                                    $40,000
1770 East Lake Mary Boulevard
Sanford, FL 32773

Mark Laprade                                 $9,500
8701 Bay Pines Boulevard


PEABODY ENERGY: Discloses Management Changes in Legal Departments
-----------------------------------------------------------------
Peabody Energy (NYSE: BTU) disclosed several management changes
within its legal and government relations departments.

Fredrick D. Palmer has been named Senior Vice President -
Government Relations, reporting to Chairman and Chief Executive
Officer Irl F. Engelhardt.  In this position, Mr. Palmer will be
dedicated to advancing state and federal policies related to the
production and use of coal.  Mr. Palmer is a 20-year coal industry
veteran, and most recently served as Executive Vice President -
Legal and External Affairs for Peabody.  He is a graduate of the
University of Arizona with a Bachelor of Arts Degree and Juris
Doctorate from the College of Law.  Mr. Palmer was recently
designated chairman of the policy committee of the National Coal
Council, an advisory council to the U.S. Secretary of Energy.

Executive Vice President and Chief Financial Officer Richard A.
Navarre is expanding his responsibilities to include the legal
function.  Mr. Navarre has been with Peabody for 12 years, and has
overseen a number of financial, sales and administrative
functions.  He continues to be responsible for Peabody's investor
relations, public relations, accounting, treasury, tax, closed and
suspended mines and materials management functions, and reports to
Irl.

Reporting to Mr. Navarre is Jeffrey L. Klinger, who has been named
General Counsel and Corporate Secretary.  Mr. Klinger has served
in a variety of legal and government relations positions with
Peabody over the past 27 years, and most recently was Vice
President of Legal Services.

Joseph W. Bean has been named Vice President and Associate General
Counsel.  In this new position, Mr. Bean will oversee all legal
services within the company and report to Mr. Klinger.  Mr. Bean
joined Peabody in 2001 after serving with The Quaker Oats Company.  
He has most recently served as Senior Counsel and Assistant
Secretary, directing the company's compliance and legal activities
related to governance, SEC and acquisitions.  Mr. Bean holds a
Bachelor of Arts Degree from the University of Illinois and a
Juris Doctorate from Northwestern University School of Law.

                        About the Company

Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company, with 2004 sales of 227 million tons of coal and
$3.6 billion in revenues. Its coal products fuel more than 10
percent of all U.S. electricity and 3 percent of worldwide
electricity.

                          *     *     *

Moody's Rating Services and Standard & Poor's assigned their low-B  
ratings to Peabody Energy's $650 million of outstanding 6-7/8%  
Senior Notes in March 2003.  Bloomberg data shows that those  
notes, maturing on Mar. 15, 2013, trade around 108 today.  Peabody  
posted losses for two quarters in the middle of 2003 and has  
reported profits every quarter thereafter.   


PINNACLE ENT: Secures Additional Property in Downtown St. Louis
---------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) has entered into an
agreement with a subsidiary of Isle of Capri Casinos by which
Pinnacle will acquire property located along North First Street in
downtown St. Louis.  The property is directly adjacent to the
company's proposed casino and luxury hotel in Laclede's Landing
and to the 297-suite Embassy Suites Hotel, which Pinnacle has
previously agreed to purchase.  Both the Isle and Embassy Suites
transactions are expected to close in the first quarter of 2005.

"For more than a year, Pinnacle Entertainment has been working
closely with the City of St. Louis to invest a minimum of
$258 million in an entertainment and hotel project central to the
revitalization of Laclede's Landing and downtown St. Louis.  This
agreement is another important milestone in our effort to lead
this renewal," said Daniel R. Lee, Chairman and CEO of Pinnacle
Entertainment.  "The addition of this key property will enable
Pinnacle to design a master plan for the entire area."

With this agreement in place, Pinnacle now owns, has agreed to
purchase, or has an option to lease all real estate in a large
area north of the Gateway Arch.  The Pinnacle redevelopment area
is approximately 18-acres bounded by Third Street, Carr Street,
Lenore K. Sullivan Drive and Dr. Martin Luther King Boulevard.

The Company also announced today its reaction to legal action
filed by Columbia Sussex Corporation regarding the location of
Pinnacle's downtown casino and seeking an injunction to block
commencement of construction.

"In January 2005, after careful scrutiny, the Missouri Gaming
Commission concluded that the location of the proposed casino site
is suitable and complies with Missouri law.  We stand by their
decision in this matter," Mr. Lee said.

"Although Pinnacle now controls all of the land from Interstate 70
to the Mississippi River between Carr Street and Martin Luther
King Boulevard, we continue our plans to build the casino in the
same location as initially proposed and approved by the City and
the Missouri Gaming Commission.  This site, near the southwest
corner of Pinnacle's property on North Second Street, is closest
to the Convention Center and the Laclede's Landing tourism
district.  We believe the successful redevelopment of the downtown
area must encourage synergies between the casino and the nearby
convention and tourism infrastructure.

"Regrettably," Lee continued, "Columbia Sussex continues its
attempts to obstruct this vital redevelopment and the creation of
thousands of jobs for the St. Louis region.  They are clearly
trying to delay a potential competitor of the bankrupt President
Casino on Laclede's Landing, which they may or may not purchase.  
Regardless of this legal action, Pinnacle Entertainment will
continue to lead the renewal of downtown St. Louis.  We remain
firmly committed to the City and to our exciting project, and we
are moving forward with all deliberate speed to ensure its timely
completion."

             About Pinnacle's St. Louis Projects

Pinnacle has proposed a $208 million project on Laclede's Landing,
including a 75,000-square-foot, 2,000 slot casino; a luxury hotel;
retail space; and a large parking structure.  As part of the
agreement with the City, Pinnacle also intends to build
(potentially with one or more development partners) an additional
$50 million of residential housing, retail, or mixed- use
developments in the City within five years of the opening of the
casino and hotel, which is projected for early 2007.

In south St. Louis County, Pinnacle has proposed a $300 million
gaming and mixed-use project in the community of Lemay, located
approximately 10 miles south of downtown St. Louis.  The proposed
development will be situated on approximately 56 acres of land
leased from the St. Louis County Port Authority and will include a
90,000-square-foot, 3,000-slot casino; a 100-guestroom hotel; and
extensive retail and entertainment space.  An additional 24 acres
will be developed into a public park and will include community
and recreational facilities to be constructed by the Company.  
Because the County project requires extensive remediation of the
former industrial site as well as construction of a new road and
flood control measures, the company estimates that construction
will take approximately one year longer than will be required for
the City project.

                  About Pinnacle Entertainment

Pinnacle Entertainment owns and operates casinos in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area.  The Company is currently building a major
casino resort in Lake Charles, Louisiana and has been selected for
two casino development projects in the St. Louis, Missouri area.  
Each of these development projects is dependent upon final
approval by the Louisiana Gaming Control Board and the Missouri
Gaming Commission, respectively.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Standard & Poor's Ratings Services raised its ratings on Pinnacle
Entertainment Inc., including its corporate credit rating to 'B+'
from 'B'.  S&P said the outlook is stable.  

Total debt outstanding at Sept. 30, 2004, was $633 million.  Las
Vegas, Nevada-based Pinnacle is a casino owner and operator.

"The upgrade follows Pinnacle's steadily improved operating
results over the past several quarters and our expectation that
this trend is likely to continue in the near term," said Standard
& Poor's credit analyst Michael Scerbo.  The company's recent
completion of a 4.6 million share secondary stock offering
(approximately $80 million in net proceeds), combined with several
other cash generating transactions over the past few quarters,
have provided significant excess cash balances that will be used
to fund the completion of its ongoing Lake Charles, Louisiana
development project and to help fund the company's two planned
projects in St. Louis.  As a result, consolidated credit measures
over the next few years are expected to remain in line with the
new rating, despite the company's aggressive capital spending
plans.

The stable outlook reflects Standard & Poor's expectation that
Pinnacle's portfolio of gaming assets will continue to generate a
relatively stable cash flow stream, despite the intense
competition and low growth in many of the markets it serves.  The
opening of the company's Lake Charles project in Spring 2005 will
further diversify the company's portfolio of assets and will
likely decrease its dependence upon its Belterra facility.


PLATTE VIEW FARM: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Platte View Farm, LLC
        aka Platte View Landing Apartments
        8310 South Valley Highway, Third Floor
        Englewood, Colorado 80112

Bankruptcy Case No.: 05-12365

Chapter 11 Petition Date: February 11, 2005

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Bonnie Bell Bond, Esq.
                  Harvey Sender, Esq.
                  Sender & Wasserman, P.C.
                  1999 Broadway, Suite 2305
                  Denver, CO 80202
                  Tel: 303-296-1999

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Colorado First Construction   Construction debt       $1,215,000
E.J. Olbright, President
1819 Denver West Dr. Ste 100
Golden, CO 80401

Tatonka Capital Corporation   Construction debt         $850,000
Laura A. Fiemann, VP
1441 18th St. Ste. 400
Denver, CO 80202

City of Brighton              Utility charges           $545,000
c/o Margaret R. Brubaker,
City Atty.
21 N. 1st Ave. Ste. 290
Brighton, CO 80601

Colorado First Construction   Construction debt         $385,000
E.J. Olbright, President
1819 Denver West Dr. Ste 100
Golden, CO 80401

Quincy Partners, LP           Personal loans            $300,000
7000 E. Quincy Ave., #D-210
Denver, CO 80237

Community Banks of Colorado   Bank loan                 $250,000

Newport Community Services,   Personal loans            $175,000
LLC

KB Home Colorado, Inc.        Construction debt         $165,000

Citywide Banks                Bank loan                 $105,499

Hutchinson Building Corp.     Construction debt         $100,000

Newport Profit Sharing Trust  Personal loans             $66,000

Lantz-Bogglo Architects, PC   Construction debt          $56,000

FN Resources, c/o Jeff Novak  Personal loans             $50,000

Senn Visciano Kirachenbaum    Legal fees                 $44,800
Merrick PC

Hahn Smith Walsh & Mancuso    Legal fees                 $18,000


RAYOVAC CORP: Sets Annual Shareholder Meeting for April 27
----------------------------------------------------------
Rayovac Corp.'s (NYSE: ROV) annual shareholder meeting will be
held on April 27, 2005, at 8:00 a.m. CST, at Rayovac's North
American headquarters located at 601 Rayovac Drive in Madison,
Wisconsin.  Shareholders of record as of March 15, 2005, will be
entitled to vote at the meeting.  A more detailed description of
the matters to be discussed at the annual meeting will be included
in a proxy statement to be filed with the Securities and Exchange
Commission and mailed to shareholders in March 2005.

                        About the Company

Rayovac is a global consumer products company and a leading
supplier of batteries, lawn and garden care products, specialty
pet supplies and shaving and grooming products.  Through a diverse
and growing portfolio of world-class brands, Rayovac holds leading
market positions in a number of major product categories.  The
company's products are sold by the world's top 20 retailers and
are available in over one million stores in 120 countries around
the world.  Headquartered in Atlanta, Georgia, Rayovac generates
approximately $2.5 billion in annual revenues and has
approximately 9,300 employees worldwide.  The company's stock
trades on the New York Stock Exchange under the symbol ROV.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Standard & Poor's Ratings Services placed its 'BBB-' corporate
credit and 'BB+' preferred stock ratings for Colonial Properties
Trust on CreditWatch with negative implications.


REDDY ICE: Hosting Fourth Quarter Conference Call on Thursday
-------------------------------------------------------------
Reddy Ice Holdings, Inc., plans to release results for the fourth
quarter and year ended Dec. 31, 2004, on Thursday, Feb. 24, 2005,
at 6:00 a.m. eastern time.  In conjunction with the release, Reddy
Ice has scheduled a conference call on Thursday, Feb. 24, 2005, at
10:00 a.m. eastern time.

   What: Reddy Ice Fourth Quarter and Year End Earnings
         Conference Call

   When: Thursday, February 24, 2005 - 10:00 a.m. eastern

   How:  Live via phone, by dialing 303-262-2143 and asking for
         the Reddy Ice call 10 minutes prior to the start time.  
         A telephonic replay will be available through March 3,
         2005 and may be accessed by calling 303-590-3000 and
         using the passcode 11024562#.  
         For more information, contact Karen Roan at DRG&E at
         713-529-6600 or email kcroan@drg-e.com

                        About the Company

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

                          *     *     *

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

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

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

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


RURAL/METRO: Soliciting Consents Until Mar. 5 to Amend Sr. Notes
----------------------------------------------------------------
Rural/Metro Corporation (Nasdaq/SC: RURL) extends its previously
announced consent solicitation relating to its tender offer for
any and all of the $150 million aggregate principal amount
outstanding of its 7-7/8% Senior Notes due 2008.

The company initiated the tender offer on Feb. 3, 2005.  As part
of the tender offer, the company is soliciting consents from
holders of the notes for certain proposed amendments that would
eliminate or modify substantially all of the restrictive
covenants, certain events of default, and certain other provisions
contained in the indenture governing the notes.  Noteholders who
tender the notes will be required to consent to the proposed
amendments, and noteholders who consent to the proposed amendments
will be required to tender their notes.

The company has extended the expiration date of the consent
solicitation to 11:59 p.m., New York City time, on Thursday,
March 3, 2005.  Originally, the consent solicitation was scheduled
to expire at 5:00 p.m., New York City time, on Wednesday, Feb. 16,
2005.  The tender offer continues to be scheduled to expire at
11:59 p.m., New York City time, on Thursday, March 3, 2005.

The total consideration being offered in the tender offer and
consent solicitation is an amount equal to $1,017.00 per $1,000
principal amount of such notes.  The total consideration includes
a consent payment of $20.00 per $1,000 principal amount of the
notes.

The obligations of the company under the tender offer and consent
solicitation are conditioned upon the satisfaction or waiver of
various conditions, including, among other things:

   -- There being validly tendered (and not withdrawn) at least a
      majority in aggregate principal amount of the notes;

   -- The execution of a supplemental indenture to the indenture
      governing the notes, following the receipt of the required
      consents; and

   -- The borrowing under a new credit facility and through the
      issuance or incurrence of other indebtedness proceeds in an
      amount sufficient to repay the company's existing credit
      facility, pay total consideration for the tendered notes,
      and fund the redemption of any notes not tendered on terms
      and conditions satisfactory to the company.

This press 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 and the related
Consent and Letter of Transmittal dated February 3, 2005, and the
information in this press release is qualified in its entirety by
reference to the information contained therein.

The company has retained Citigroup Global Markets Inc. to serve as
the Dealer Manager for the tender offer and Solicitation Agent for
the consent solicitation. Requests for documents may be directed
to Global Bondholder Services Corporation, the Information Agent
at 866-488-1500 (toll free) and 212-430-3774.  Questions regarding
the offer may be directed to Citigroup Global Markets Inc. at 800-
558-3745 (toll free).

                        About the Company

Rural/Metro Corporation provides emergency and non-emergency
medical transportation, fire protection, and other safety services
to approximately 365 communities in 23 states.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 11, 2005,
Moody's Investors Service assigned ratings to the proposed debt of
Rural/Metro Corporation and Rural/Metro LLC, a newly created
subsidiary of Rural/ Metro Corporation.  The proceeds from the
proposed transactions will be used to refinance the existing debt
of Rural/Metro.

Concurrently, Moody's upgraded Rural/Metro Corp.'s senior implied
rating to B2 from B3 reflecting improved operations and its return
to profitability over the past few years.  The change in the
ratings outlook to stable, from negative, reflects the expectation
of continued enhancement of the ratio of free cash flow relative
to total debt to the middle - upper single digits.

At the same time, Standard & Poor's Ratings Services assigned its
'B' corporate credit rating to Rural/Metro Corp.  Standard &
Poor's has also assigned its 'B' senior secured debt rating and
'2' recovery rating to Rural/Metro LLC's proposed $20 million
senior secured revolving credit facility maturing in 2010 and a
$120 million senior secured term loan B maturing in 2011.

Standard & Poor's also assigned its 'CCC+' subordinated debt
rating to Rural/Metro LLC's proposed $140 million senior
subordinated notes due 2015 and to Rural/Metro Corporation's
proposed $50 million paid-in-kind notes maturing in 2016.  As part
of this transaction, the company is also establishing a $15
million letter-of-credit facility, with a $30 million accordion
feature, maturing in 2011.  This facility is primarily for
insurance purposes and is not rated by Standard & Poor's.

The company is expected to use the proceeds from the term,
subordinated, and holding company debt, in addition to about
$7 million of on-hand cash, to refinance $150 million of existing
senior notes, repay approximately $153 million of outstanding
revolving credit facility borrowings, and fund $15 million of
related transaction fees and tender premiums.  Pro forma for the
transaction, Rural/Metro will have $313 million of total debt
outstanding (including the $50 million of holding company debt).

S&P's outlook on Rural/Metro is stable.

"The low-speculative-grade ratings reflect the company's exposure
to government reimbursement combined with its relatively thin
operating margins, as well as concerns regarding the
sustainability of price increases from its commercial payors,"
said Standard & Poor's credit analyst Jesse Juliano.  "The ratings
also reflect Rural/Metro's large debt burden.  These issues are
only partially offset by the company's diverse and long-standing
client list, and the improvement in the Medicare reimbursement
environment."


SMA FINANCE: Moody's Puts B1 Rating on $10.130MM Class G Certs.
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of three classes of SMA Finance Co., Inc.
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1.

Moody's ratings are:

  * Class A-2, $21,606,877, Fixed, affirmed at Aaa
  * Class X, Notional, affirmed at Aaa
  * Class B, $11,256,000, Fixed, affirmed at Aaa
  * Class C, $11,255,000, Fixed, upgraded to Aaa from Aa2
  * Class D, $10,130,000, Fixed, upgraded to Aa3 from A3
  * Class E, $3,376,000, Fixed, upgraded to A1 from Baa1
  * Class F, $9,004,000, Fixed, upgraded to Baa3 from Ba1
  * Class G, $10,130,000, Fixed, upgraded to B1 from B2

As of the January 18, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 63.9%
to $81.2 million from $225.1 million at securitization.  The
Certificates are collateralized by 11 loans secured by commercial
and multifamily properties.  The loans range in size from 1.2% to
17.5% of the pool.  The pool has not experienced any losses since
securitization.

There are no loans in special servicing and there are no loans
delinquents beyond their applicable grace period.  Two loans
representing 17.7% of the pool are on the master servicer's
watchlist.  As of the January 2005 distribution date, unrated
Class H has experienced interest shortfalls of approximately
$100,000.

Moody's was provided with year-end 2003 operating results for
100.0% of the pool and partial year 2004 operating results for
28.8% of the pool.  Moody's weighted average loan to value ratio
("LTV") is 65.7%, compared to 61.1% at Moody's last full review in
March 2003 and 71.4% at securitization.  The upgrade of Classes C,
D, E, F and G is due to increased subordination levels and stable
pool performance.

The top three loans represent 46.3% of the outstanding pool
balance.  The largest loan is the Federal Express Loan ($14.2
million - 17.5%), which is secured by a 291,000 square foot single
tenant industrial building located in Atlanta, Georgia.  The
property is 100.0% occupied by Federal Express on a lease expiring
in October 2011.  Moody's LTV is 65.5%, compared to 68.7% at last
review and 77.0% at securitization.

The second largest loan is the Sand Hill Plaza Loan ($12.4 million
- 15.2%), which is secured by a 160,000 square foot shopping
center located in Newton, Connecticut.  The center is anchored by
Super Stop & Shop (38.0% GLA; lease expiration November 2010) and
TJ Maxx (16.0% GLA; lease expiration January 2006).  The property
is 100.0% occupied, compared to 98.0% at last review and 92.0% at
securitization.  Moody's LTV is 60.8%, compared to 68.2% at last
review and 74.0% at securitization.

The third largest loan is the 3525 Sage Street Loan ($11.0 million
- 13.6%), which is secured by a 290-unit multifamily property
located in Houston, Texas.  The property's performance has
declined since securitization due to competitive market
conditions, which have impacted occupancy and rental rates.  The
property is 85.0% occupied, compared to 89.0% at last review and
94.0% at securitization.  Moody's LTV is 72.1%, compared to 68.0%
at securitization.

The pool's collateral is a mix of retail (54.9%), industrial
(17.5%), office (14.0%) and multifamily (13.6%).  The collateral
properties are located in 10 states.  The highest state
concentrations are New York (17.7%), Georgia (17.5%), Connecticut
(15.2%), Texas (13.6%) and Pennsylvania (12.7%).  All of the loans
are fixed rate.


SOLECTRON CORPORATION: Expands Enclosures & Sheet Metal Facility
----------------------------------------------------------------
Solectron Corporation (NYSE:SLR) has expanded its enclosures and
sheet metal facility in Milpitas, California.  This expansion is
part of the company's strategy to offer market-leading
systems-integration solutions and showcases its commitment to
interact and collaborate with customers in the most critical
development stages, improving their time-to-market capabilities.

To further emphasize the importance of this new facility and its
capabilities, Solectron has appointed two executives who will be
responsible for managing and leading these operations -- Tony
Princiotta as vice president, Enclosures Systems Business; and
Hossein Saadat, vice president of Operations, Enclosures.
Princiotta will be responsible for driving the overall growth of
the enclosures business, ensuring its commercial viability, while
seeking strategic opportunities for expansion.  Saadat will be
responsible for managing the existing enclosures sites including:

   * Hillsboro, Oregon;
   * Laval, Quebec;
   * Milpitas, California;
   * Shanghai, China;
   * Singapore; and
   * South Ockendon, United Kingdom.

"This expansion and appointment of the new managers will ensure
that enclosures and sheet metal operations are managed
consistently, leveraging new opportunities across all sites," said
Dave Purvis, Solectron executive vice president, Design and
Engineering.  "We are prepared for high growth in this area,
working closely with our local and global customers, to ensure
they receive the best support."

"Our supplier's new product introduction capabilities, coupled
with local support, are extremely important for product
development and time-to-market," said Saeed Seyed, Cisco Systems'
Hardware Engineering Manager.  "We welcome and expect the success
of Solectron's enclosures and sheet metal center in Milpitas as an
important step for better product development and key for
conducting business.  This is important to us for fast prototype
turnaround and smooth transition to production.
We are counting on this facility's success."

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

                         *     *     *

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

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

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


SOLECTRON CORP: Completes Senior Convertible Debt Exchange Offer
----------------------------------------------------------------
Solectron Corporation (NYSE:SLR) disclosed the final results of
its offer to exchange all its outstanding 0.50-percent convertible
senior notes due 2034 for an equal amount of its newly issued
0.50-percent convertible senior notes, series B due 2034 and cash.
The offer expired at midnight, New York City time (Eastern
Standard Time), on Thursday, Feb. 10.

Solectron accepted for exchange $447,298,000 aggregate principal
amount of outstanding notes, representing approximately
99.4 percent of the total outstanding notes.  In accordance with
the terms of the exchange offer, Solectron has accepted for
exchange all the validly tendered outstanding notes.  The
settlement and exchange of new notes and payment of cash for the
outstanding notes is being made promptly.  Immediately following
consummation of the exchange offer, approximately $2,702,000
aggregate principal amount of outstanding notes will remain
outstanding.

Goldman, Sachs & Co. was the dealer/manager and Georgeson
Shareholder Communications, Inc., was the information agent for
the exchange offer.  Additional details regarding the exchange
offer are described in the prospectus relating to the exchange
offer.  Copies of the prospectus may be obtained free of charge at
the Securities and Exchange Commission's Web site at
http://www.sec.gov/or from Georgeson Shareholder Communications  
Inc. by writing or phoning:

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

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

                         *     *     *

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

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

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


SPIEGEL INC: Files Reorganization Plan in New York
--------------------------------------------------
Spiegel, Inc., has taken a significant step toward completion of
its restructuring by filing its proposed joint plan of
reorganization and related disclosure statement with the U.S.
Bankruptcy Court for the Southern District of New York.

The Plan contemplates that the business will be reorganized around
the Eddie Bauer division of Spiegel, Inc., establishing a new
parent company, Eddie Bauer Holdings, Inc.  Eddie Bauer is a
premium outdoor-inspired casual wear brand, which specializes in
offering distinctive clothing, accessories and home furnishings
for men and women.  Eddie Bauer will continue to serve its
customers through its stores, catalogs and Internet site and be
headquartered in Redmond, Washington.

"We are pleased to be submitting this Plan to the Court, which
reflects the combined efforts and extensive negotiations between
Spiegel, Inc., its Creditors' Committee and its majority
shareholder as we worked together to maximize value for Spiegel,
Inc.'s creditors," said Bill Kosturos, interim chief executive
officer and chief restructuring officer for Spiegel, Inc., and
managing director with Alvarez and Marsal.  "Having reached
agreement with a broad base of our economic stakeholders, we
believe that this Plan will serve as a sound platform as we work
with the Court and our stakeholders toward acceptance and
implementation of the Plan."

Fabian Mansson, president and chief executive officer for Eddie
Bauer, Inc., stated, "We have made significant progress throughout
the restructuring process, reducing our cost structure and
positioning Eddie Bauer to be a stronger competitor providing
best-in-class customer service and product.  As a result, the
profitability of the Eddie Bauer business improved substantially
in 2003 and 2004.  I am particularly encouraged by the strong
support of the Plan from our Creditors' Committee and in their
desire to participate in the company's future as equity holders."

Upon approval by the Court of the disclosure statement, Spiegel,
Inc., will solicit votes on the Plan from those stakeholders who
are entitled to vote on the Plan.

The Plan is subject to supplementation, modification and amendment
prior to confirmation.

                      Plan of Reorganization

The key elements of the proposed plan of reorganization include:

   -- Spiegel, Inc.'s general unsecured creditors, excluding
      Spiegel Holdings, Inc. and its affiliates, will recover
      approximately 90 percent of their allowed claims through a
      combination of cash and common stock.  Spiegel, Inc.
      estimates that approximately $1.28 billion of general
      unsecured creditors' claims will be satisfied in this
      manner, including bank debt and trade payables.  Based on
      current estimates, each recovery will be comprised of
      approximately 52 percent cash and 48 percent equity.

   -- A settlement agreement reached with Spiegel Holdings, Inc.
      and its affiliates will provide a cash payment of $104
      million that will be distributed to all qualified unsecured
      creditors on a pro rata basis.  This amount is included in
      the recovery estimates noted above.  The settlement
      agreement also includes the allowance and specifies the
      treatment of approximately $200 million of claims held by
      Spiegel Holdings, Inc. and related parties.

   -- A new corporate structure will be formed.  Spiegel, Inc.
      will transfer its interest in Eddie Bauer, Inc. and its
      subsidiaries and other affiliated support companies to Eddie
      Bauer Holdings, Inc.  Spiegel, Inc., also will transfer its
      interest in Spiegel Acceptance Corporation and Financial
      Service Acceptance Corporation to Eddie Bauer Holdings, Inc.  
      These companies will emerge as reorganized entities.  On the
      effective date, Eddie Bauer Holdings, Inc. will be the new
      parent company of the Eddie Bauer business.  Eddie Bauer
      Holdings, Inc. will operate as an independent business, with
      a separate board of directors independent of Spiegel, Inc.

   -- Spiegel, Inc.'s creditors, with certain exclusions, will
      initially receive 100 percent of the equity in the emerging
      company, Eddie Bauer Holdings, Inc.  Eddie Bauer Holdings,
      Inc. plans to register its class of common stock with the
      Securities and Exchange Commission and have its shares
      approved for trading on NASDAQ.

   -- Assets of the Debtors' Chapter 11 estates not transferred to
      Eddie Bauer Holdings, Inc. or its subsidiaries will be
      transferred to a trust  (Creditor Trust) established for the
      benefit of creditors.
   
   -- The recovery estimate takes in account that qualified    
      general unsecured creditors would receive their pro rata
      share of:

       (1) corporate cash,

       (2) the cash settlement payment from Spiegel Holdings,  
           Inc.,

       (3) cash raised through the incurrence of $300 million in
           debt,

       (4) common stock of Eddie Bauer Holdings, Inc. and (5)
           beneficial interests in the Creditor Trust.

   -- As part of the Plan, Eddie Bauer has decided to pursue a new
      strategic direction for its Eddie Bauer Home division,
      focusing on home products through licensing agreements
      rather than operating its own retail and direct business
      dedicated to home.  As a result, 34 Eddie Bauer Home stores
      will close, with the majority of the store closings expected
      to occur in the second half of 2005.  This move will better
      utilize Eddie Bauer's resources and allow the brand to focus
      solely on its core apparel and accessories business.

   -- The plan provides for substantive consolidation of the
      Debtors' estates.  Accordingly, most creditors holding
      claims that have the same status will receive the same
      recovery regardless of which Debtor incurred the debt.

   -- All of the shares of Spiegel, Inc. will be cancelled for no
      consideration.

   -- A "convenience class" will be created for creditors with
      smaller claims who will receive all distributions in cash.

The company expects a hearing to be held on its disclosure
statement in U.S. Bankruptcy Court on March 29, 2005.

A copy of the company's court documents, including the proposed
plan of reorganization and the accompanying draft disclosure
statement, can be accessed through the Spiegel, Inc., Web site at
http://www.thespiegelgroup.com/under the heading - Reorganization  
Information.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  


ST. JOHN KNITS: Moody's Puts B1 Rating on $255MM Senior Sec. Loans
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to St. John Knits
International, Inc.'s proposed $255 million senior secured credit
facilities and affirmed its senior implied and issuer ratings.  
The outlook remains negative.  Ratings on the existing term loan
facility and the $100 million senior subordinated notes will be
withdrawn once the transaction closes.

The proceeds from the new senior secured facilities will be used
to refinance the Company's existing bank facilities and redeem its
$100 million senior subordinated notes, as well as fund the
purchase of $13.5 million of the founding family's interest in the
company.

The ratings reflect St. John's well known brand, its diversified
distribution network with growing revenues from the Company's
retail stores and from international sales, and its higher sales
and improved cash flow coverage for the fiscal year ended Oct. 31,
2004.  

Concurrently, the ratings recognize the challenges and
uncertainties faced by the Company as it attempts to reposition
the brand and improve cost efficiencies, the remaining high
concentration of sales to department stores, the decline in the
company's operating margin in recent years, the high debt
leverage, the risks involved with the temporary exit from non-
apparel products (shoes, jewelry, and handbags), the higher market
and inventory risks associated with the growing retail business,
and the undetermined amount that the redeemable common stock will
ultimately cost the company.

Positioned in the luxury women's apparel market, the St. John
Knits brand has a high degree of customer loyalty.  Even though
St. John now attains over half of its revenues from the
combination of its retail stores and its international sales
(approximately 52%) it still relies on three major U.S. department
stores for approximately 42% of revenues.  

In spite of the increase in sales to $395 million in 2004 from
$370 million in 2003, the Company's operating margin declined to
10.4% from 13.6% in 2003 (and from 17.6% in 2002), contributed to
a lower EBITDAR, and resulted in adjusted debt (debt plus 8X rent)
/ EBITDAR remaining at a relatively high 4.8 X. Free cash flow /
adjusted debt rose to 4.7% from 3.2% thanks to the lower capital
expenditures in 2004.

New strategic directions designed to reposition the Company's
brands that have been undertaken by recently appointed management
include leveraging its image to appeal to a broader age group
while retaining its present customer base, gaining greater control
over its distribution, increasing international awareness of its
brand, lifting margins by concentrating on improving cost
efficiencies in its retail stores and manufacturing operations
and, after improved sourcing and marketing, re-launching non-
apparel products.  The outlook recognizes the challenges to the
successful execution of these strategies especially given the
intensely competitive nature of the apparel business.

Positive rating action could ensue if St. John's new strategic
initiatives prove successful and result in operating margin
improvements to above 14%, adjusted debt / EBITDAR below 4 times,
interest coverage (EBIT/ interest expense) above 4 times and free
cash flow / adjusted debt exceeding 7%.  However, negative ratings
pressure could occur if the company is unable to reverse the
declining operating trends; in particular, if operating margin
falls below 10%, adjusted debt / EBITDAR increases to the 5.5
times range, interest coverage remains at 2 times or below for an
extended time period, and free cash flow / adjusted debt drops to
below 4%.

The Senior Secured Credit Facilities consist of a $210 million 7
year term loan and a $45 million 5 year revolving credit facility
guaranteed by St. John's domestic subsidiaries and secured by
substantially all of the assets of the company and the guarantors.
The $45 million revolving credit will remain undrawn at close and
be available for liquidity purposes.  As the new maturity schedule
will require repayments of only approximately $2 million in each
of the first two years, $21 million in the third year, and $31
million in the fourth year, the transaction significantly improves
SJKI's near-term liquidity.  

The credit facilities will represent substantially all of the
company's funded debt.  It is understood that the credit agreement
will include certain financial covenants and that flexibility
under these covenants may be somewhat limited.  The ratings
assigned are subject to the receipt of final documentation with no
material changes to the terms as originally reviewed by Moody's.

The ratings assigned are:

   * $210 million 7 year Term Loan B Facility -- B1

   * $55 million 5 year Revolving Credit Facility -- B1

The ratings affirmed are:

   * Senior Implied -- B1

   * Issuer Rating -- B2

The ratings to be withdrawn are:

   * $115 Million Senior Secured Term Loan Facility, due 2007 --
     Ba3

   * $100 Million 12 1/2% Senior Subordinated Notes, due 2009 --
     B3

The outlook is negative.

Headquartered in Irvine, California, St. John Knits International,
Inc., is a designer and producer of fine women's clothing.  Its
core product is classic women's business, casual, and leisure
knit-wear.  St. John also designs, produces, and markets
sportswear, markets fragrance, and licenses swimwear.  Marie and
Robert Gray founded St. John in 1962.  The Company distributes
wholesale to leading high-end retailers and through its own
network of boutiques and outlets in the U.S.  The Company also
supplies specialty stores in 27 foreign countries.  The Company's
reported revenues were approximately $396 million for the fiscal
year ended October 31, 2004.


ST. JOHN KNITS: S&P Rates Proposed $255M Bank Facilities at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and
'3' recovery rating to St. John Knits International Inc.'s -- SJKI
-- proposed $255 million secured bank facilities, indicating that
lenders can expect meaningful recovery of principal (50%-80%) in
the event of a payment default or bankruptcy.

Proceeds from the new bank loan will be used primarily to
refinance existing indebtedness, including the redemption of the
company's subordinated notes due 2009.  The above ratings are
based on preliminary offering statements and are subject to review
upon final documentation.

At the same time, Standard & Poor's affirmed the company's 'B+'
corporate credit rating and revised the outlook to stable from
negative.  The Irvine, California-based apparel manufacturer's
total debt outstanding at Oct. 31, 2004, was about $207 million.

"The outlook revision reflects our expectation that SJKI will be
able to improve its operating margins due to better sourcing and
cost efficiencies, as the one-time operating expenses associated
with investing in its retail operations begin to yield results,"
said Standard & Poor's credit analyst Susan Ding.


SYBRON DENTAL: Names Bernard Pitz as Chief Financial Officer
------------------------------------------------------------
Sybron Dental Specialties, Inc. (NYSE: SYD), a leading
manufacturer of a broad range of value-added products for the
professional dental market and the specialty markets of
orthodontics, endodontics, implants and infection prevention,
disclosed that Bernard J. Pitz will join the Company effective
March 1, 2005.  After a transition period, Mr. Pitz will succeed
Gregory D. Waller, who announced last November his intention to
retire during 2005, as Chief Financial Officer.  Mr. Waller will
remain with the Company through April 1, 2005 to assist with the
transition to the new CFO, and will also remain as a consultant to
Sybron for a period of at least one year.

Mr. Pitz, 44, joins Sybron from Universal Electronics Inc.
(Nasdaq: UEIC), a leading wireless technology developer, where he
served as Senior Vice President and Chief Financial Officer since
November 2003.  In this position, Mr. Pitz helped lead UEI through
a period of significant financial growth, while also overseeing
the Company's Sarbanes-Oxley compliance efforts.  Prior to UEI,
Mr. Pitz served as Vice President of Finance for Corning
Incorporated's worldwide frequency control operations.  Mr. Pitz
joined Corning Incorporated as a result of its acquisition of Oak
Industries in 2000, where he served as Vice President of Finance,
North America.  From 1983 to 1998, Mr. Pitz held a variety of
financial and operating positions at Motorola in the United States
and China.  Mr. Pitz holds an MBA from the University of Chicago
and a Bachelors of Science degree from Northern Illinois
University.

"We are very pleased to welcome Bernie to the Company," said Floyd
W. Pickrell, Jr., Chief Executive Officer of Sybron Dental
Specialties.  "He has a wealth of experience managing the
financial activities of manufacturing companies with global
operations and an exceptional track record of helping to generate
profitable growth.  Bernie also has an excellent M&A background
that will be valuable as we continue to utilize strategic
acquisitions as a core element of our growth strategy."

Mr. Pitz commented, "I am very pleased to join Sybron at a time
when the Company has excellent momentum.  Over the past few years,
the Company has strengthened its position in its core dental and
orthodontic markets, while making strong inroads into newer
markets such as endodontics and dental implants.  Sybron has also
made exceptional progress in improving its working capital
management and strengthening its balance sheet, and these will
remain top priorities for the Company.  I look forward to working
with the rest of the management team to help Sybron capitalize on
the strong growth opportunities available and taking the Company
to the next level."

Mr. Pickrell concluded, "We are very appreciative for the many
years of outstanding service that Greg Waller provided to Sybron,
and we wish him well in his retirement.  We are pleased that he
will remain involved with the Company in his role as a
consultant."

                        About the Company

Sybron Dental Specialties and its subsidiaries are leading
manufacturers of a comprehensive line of consumable general dental
and specialty products for the orthodontic, endodontic, implant
and infection prevention markets worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on May 21, 2004,  
Moody's Investors Service upgraded the ratings of Sybron
Dental Specialties, Inc., to reflect the merger of Sybron
Dental Management, Inc. into SDS.

Ratings affected are:

   -- $150 million Senior Secured Revolver due, 2007, to Ba2 from
      Ba3

   -- $90 million Senior Secured Term Loan due, 2009, to Ba2 from
      Ba3

   -- $150 million Senior Subordinated Notes, due 2012, to B1 from
      B2

   -- Senior Implied Rating, to Ba2 from Ba3

   -- Senior Unsecured Issuer Rating, to Ba3 from B1

The outlook for the ratings is stable.

As reported in the Troubled Company Reporter on April 2, 2004,  
Standard & Poor's Ratings Services raised its corporate credit and  
senior secured ratings on Sybron Dental Specialties Inc. to 'BB+'  
from 'BB-', and its subordinated debt rating to 'BB-' from 'B'.   
The outlook is stable.


SYP ENTERPRISES INC: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: SYP Enterprises, Inc.
        2000 North Collins Street
        Arlington, Texas 76011

Bankruptcy Case No.: 05-41616

Type of Business: The Debtor operates a gasoline station.

Chapter 11 Petition Date: February 17, 2005

Court:  Northern District of Texas (Ft. Worth)

Judge:  D. Michael Lynn

Debtor's Counsel: Robert M. Nicoud, Jr., Esq.
                  Olson, Nicoud & Gueck, LLP
                  1201 Main Street, Suite 2470
                  Dallas, Texas 75202
                  Tel: (214) 979-7300
                  Fax: (214) 979-7301

Total Assets: $500,000 to $1 Million

Total Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


TEKNI-PLEX INC: Poor Operating Results Cue S&P to Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Tekni-Plex, Inc., to 'CCC+' from 'B-', and placed the
rating on CreditWatch with negative implications.

Other ratings were also lowered and placed on CreditWatch with
negative implications.  This follows the company's disappointing
operating results for the second quarter of fiscal 2005, strained
liquidity, and violation of financial covenants under its credit
agreement for the period ended Dec. 31, 2004.  Coppell,
Texas-based Tekni-Plex had total debt outstanding of about
$752 million at Dec. 31, 2004.

"The CreditWatch placement reflects heightened concerns regarding
the company's ability to preserve access to its credit facility,
its strained liquidity given its upcoming interest payments, and
deterioration in the company's already stretched and highly
leveraged financial profile," said Standard & Poor's credit
analyst Liley Mehta.

Tekni-Plex's liquidity position is expected to remain constrained,
given higher working capital needs in the current quarter ended
March 31, 2005, resulting from an inventory build ahead of the
garden hose selling season in the spring and summer months.

At Dec. 31, 2004, the company had cash and equivalents of about
$12 million and availability of $2 million under its $100 million
revolving credit facility.  However, the company was in violation
of the minimum EBITDA and minimum fixed-charge coverage ratio
covenants under its amended credit agreement at Dec. 31, 2004.   
Tekni-Plex has obtained a waiver from lenders through
March 31, 2005, by which time the company is required to raise at
least $18 million of equity capital.  The company has reached an
in principle agreement with an existing investor to provide the
required equity investment, subject to customary terms and
conditions including execution of definitive documentation.

Even if the company obtains an equity investment by March 2005,
liquidity is expected to remain strained, given the company's
limited cash flow from operations and sizable interest payments of
about $30 million in May and June 2005 on its 8.75% senior secured
notes and 12.75% senior subordinated notes.  If Tekni-Plex's
operations do not improve and working capital needs are greater
than expected, liquidity could diminish further and the rating
could be lowered.  Standard & Poor's will monitor developments
related to the proposed equity infusion and the company's
operating performance and expects to resolve the CreditWatch
listing in the next few months.  Standard & Poor's will also
evaluate management's ability to improve the company's operating
and financial profile, and other potential strategic actions to
improve liquidity.


TEXEN OIL: Raising $500,000 from Private Equity Placement
---------------------------------------------------------
Texen Oil and Gas, Inc.'s (OTCBB:TXEO) Board of Directors of the
Company has approved a subscription for a private placement in the
amount of $500,000 by Texen Holdings, LLC, an entity controlled by
the Company President, D. Elroy Fimrite.  The terms of the
subscription provides for the placement to be priced at the
average closing price of the company's shares for the ten market
days prior to funding.  The funding is expected to complete within
the current quarter.

The shares issued in this private placement have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements of the
Securities Act of 1933.

Texen Oil and Gas, Inc. -- http://www.texenoilandgas.com/-- is a  
Houston based oil and gas exploration and development company.  
The company leases approximately 6,000 acres of crude oil and
natural gas producing properties in Victoria, DeWitt and Waller
Counties, Texas. The Company trades under the stock symbol TXEO on
the OTC bulletin board.

                      Going Concern Doubt

The company's auditors in its September 30, 2004, quarterly
financial report have issued a going concern opinion.  This means
that the auditors believe there is doubt that the company can
continue as an on-going business for the next twelve months unless
the company can obtain additional capital to pay our bills.  The
company have generated limited revenues and expected revenues
during the ensuing period are subject to fluctuation based on the
availability of additional capital necessary in order to fully
exploit the unproven potential of our Oil & Gas portfolio.  
Accordingly, we must raise cash from sources other than from the
sale of Oil & Gas found on our properties.  Our only other source
for cash at this time is investments by others in our company.  We
must raise cash to implement our project and stay in business.


TRIAD HOSPITALS: Earns $49.2 Million of Net Income in 4th Quarter
-----------------------------------------------------------------
Triad Hospitals, Inc. (NYSE:TRI) reported consolidated financial
results for the three months and year ended Dec. 31, 2004.  For
the three months, the Company reported revenues of $1.1 billion;
earnings before interest, taxes, depreciation, amortization, and
other items of $160.3 million; income from continuing operations
of $50.7 million; net income of $49.2 million; and diluted EPS
from continuing operations of $0.66.

On a same-facility basis compared to the prior year three-month
period, inpatient admissions decreased 1.1%, adjusted admissions
decreased 0.1%, and inpatient surgeries increased 1.3%.  Patient
revenue per adjusted admission increased 5.2%, patient revenues
increased 5.1%, and revenues increased 4.8%.  Same-facility
results included facilities owned for the full fourth quarter of
both years, including McKenzie-Willamette Hospital, which was
acquired October 1, 2003.  Revenue growth rates reflected the
impact of the Company's new self-pay discount policy implemented
October 2004; without the self-pay discount, the Company estimates
that patient revenue per adjusted admission would have increased
6.2%, patient revenues would have increased 6.1%, and revenues
would have increased 5.8%.

For the three months, the Company reported a provision for
doubtful accounts of $103.8 million, or 9.1% of revenue.  Without
the new self-pay discount, the Company estimates that the
provision for doubtful accounts would have been 10.0% of revenue.  
The Company continued to include in the allowance for doubtful
accounts on its balance sheet approximately $15 million beyond
what the Company's historical experience would require, in order
to reflect the potential for further deterioration in the
collectibility of receivables from uninsured patients.

For the three months, cash flow from operating activities was
$76.3 million, or $140.4 million excluding cash interest payments
of $49.6 million and cash tax payments of $14.5 million.  The
Company spent $105.6 million on capital expenditures, largely for
expansion and construction of new facilities, and paid debt
principal of $20.9 million. On October 1, 2004, the Company
acquired Dukes Memorial Hospital, a 60-bed facility in Peru,
Indiana, near the Company's existing facilities in the Ft. Wayne
area, for $16 million.  On January 12, 2005, the Company opened
its newest facility, Northwest Medical Center - Oro Valley, a 96-
bed facility in Tucson.

At December 31, cash and cash equivalents were $56.8 million, and
the Company had $378 million available under its $400 million
revolving credit facility, which was reduced by $22 million of
outstanding letters of credit.  Long-term debt outstanding was
$1.7 billion, and stockholders' equity totaled $2.3 billion.

For the year, the Company reported revenues of $4.5 billion;
adjusted EBITDA of $612.5 million; income from continuing
operations of $138.0 million; diluted EPS of $2.49; diluted EPS
from continuing operations of $1.80; and diluted EPS from
continuing operations of $2.43 excluding refinancing transaction
costs of $76.0 million related to the Company's May refinancing of
its $600 million of 8.75% Senior Notes.

On a same-facility basis compared to the prior year period,
inpatient admissions increased 2.4%, adjusted admissions increased
3.2%, and inpatient surgeries increased 4.4%. Patient revenue per
adjusted admission increased 5.4%, patient revenues increased
8.7%, and revenues increased 8.3%. Same-facility results included
facilities owned for both full year 2003 and 2004.

For the year, cash flow from operating activities was $358.0
million, or $572.2 million excluding cash interest payments of
$117.9 million and cash tax payments of $96.3 million.  Triad
spent $436.0 million on capital expenditures, largely for
expansion and construction of new facilities.  The Company paid
debt principal of $769.8 million during the year, including $75
million from draws on its revolving credit facility during the
first quarter, and received proceeds of $600 million from the
issuance of new debt in the second quarter.

Triad initiated a company-wide self-pay patient discount policy in
October 2004 under which each hospital offers discounts to self-
paying uninsured patients with limited financial ability to pay,
the magnitude of which varies based on each hospital's location
and each patient's ability.  In addition, beginning April 2005,
each hospital will also offer all self-pay patients an initial
discount, regardless of ability to pay and commensurate with the
local managed care discount.  The anticipated effects of the
Company's comprehensive self-pay discount policy, including the
additional component to be reintroduced in April, include reduced
provision for doubtful accounts as a percent of net revenue and
reduced net revenue relative to what they would have been without
the self-pay discount.  Throughout 2005, the Company expects to
report on the estimated impact of the policy on its revenues,
provision for doubtful accounts, and related indicators.

As announced on January 25, for 2005, Triad expects to achieve
diluted EPS from continuing operations of approximately $2.69-2.79
on revenues of approximately $4.6-4.9 billion and same-facility
admissions growth of approximately 2-3%.  The Company's diluted
EPS guidance does not include the impact of expensing stock
options, which the Company expects to commence no later than the
second half of 2005 in accordance with Statement of Financial
Accounting Standards 123(R).  The Company is currently evaluating
the particular methodology it will use to determine such expense
and intends to update its 2005 EPS guidance to incorporate the
impact of stock option expense after it completes the evaluation.

The Company's diluted EPS guidance incorporates an expected
provision for doubtful accounts of approximately 9.0-9.5% of
revenue in 2005.  This range reflects the expected impact of the
Company's new self-pay discount policy, including an additional
component to be implemented April 1, which is expected to reduce
both revenue and the provision as a percent of net revenue in 2005
relative to what they would have been without the discount.
Without the self-pay discount, the Company would have expected the
provision to be approximately 10.2-10.7% of revenue in 2005.  
Triad believes that the provision will likely fluctuate from
quarter to quarter during 2005, even possibly outside of this
range.  Triad also believes that the annual range itself will be
subject to change, possibly positive or negative, based on
evolving business conditions and the effectiveness of Company
actions in response, and this may impact 2005 EPS.  The Company's
current EPS guidance excludes any impact from reversing any or all
of the $15 million that it continues to include in the allowance
for doubtful accounts on its balance sheet.

Beyond 2005, the Company expects to achieve annual EPS growth in
at least the mid-teens percent range and expects to achieve
further gradual improvement over time, with occasional
fluctuation, in its overall return on invested capital.

                        About the Company

Triad Hospitals -- http://www.triadhospitals.com/-- through its  
affiliates, owns and manages hospitals and ambulatory surgery
centers in small cities and selected larger urban markets.  The
Company currently operates 52 hospitals and 14 ambulatory surgery
centers in 15 states with approximately 8,340 licensed beds.  In
addition, through its QHR subsidiary, the Company provides
hospital management, consulting and advisory services to more than
200 independent community hospitals and health systems throughout
the United States.

                          *     *     *

Last year, Moody's Investor Service, Standard & Poor's, and Fitch
Ratings assigned their low-B ratings to $600,000,000 of 7% Senior
Notes issued by Triad Hospitals maturing on May 15, 2012, and a
$600,000,000 issue of 7% Senior Subordinated Notes coming due on
Nov. 15, 2003.


TRIMAS CORP: S&P Downgrades Corporate Credit Rating to B+
---------------------------------------------------------
Standard & Poor's Ratings Services downgraded TriMas Corp.,
including lowering its corporate credit rating on the company to
'B+' from 'BB-', and removed all ratings from CreditWatch where
they were placed on Dec. 13, 2004.

The outlook on Bloomfield Hills, Mich.-based TriMas is negative.  
At Sept. 30, 2004, total debt outstanding was about $780 million.

"The downgrade results from the higher-than-expected debt leverage
because of weaker EBITDA and higher debt levels," said Standard &
Poor's credit analyst John Sico.

At Sept. 30, 2004, the ratio of total debt to EBITDA, adjusted for
operating leases and nonrecurring restructuring and consolidation
charges, was about 6x.  This compares with Standard & Poor's
expectation of 4x.

TriMas Corp. has about $1 billion in sales from manufactured
engineered products -- transportation towing systems, packaging
systems, fastening systems, industrial specialty products--serving
niche markets in a diverse range of commercial, industrial, and
consumer applications.

"Debt usage is expected to diminish as free cash flow over the
next two years is earmarked for debt reduction," Mr. Sico said.
"Debt-financed acquisitions are not expected and, therefore, not
factored into the ratings.  Ratings will be lowered if TriMas
fails to make steady progress over the next year in strengthening
its financial profile.  Although TriMas has filed an S-1 for an
IPO of common stock, it has not yet proceeded with the IPO,
because of unfavorable market conditions.  If the company proceeds
with the IPO in the future, Standard & Poor's would reassess
TriMas' credit profile."


TRINITY LEARNING: Can't Operate Past April Without New Funds
------------------------------------------------------------
Trinity Learning Corporation currently does not have significant
cash or other material assets, nor does it have an established
source of revenues sufficient to cover its operating costs and to
allow it to continue as a going concern.  The Company does not
currently have access to financing from any financial institution
and it cannot be certain that its existing sources of cash will be
adequate to meet its liquidity requirements.  

Based on its cash balance at February 1, 2005, the Company will
not be able to sustain operations for more than two months without
additional sources of funding.  To meet its present and future
liquidity requirements, the Company will continue to seek
additional funding through private placements, conversion of
outstanding loans and payables into common stock, development of
the business of its newly acquired subsidiaries, collections on
accounts receivable, and through additional acquisitions that have
sufficient cash flow to fund subsidiary operations.  There can be
no assurance that Trinity Learning will be successful in obtaining
more debt and equity financing in the future or that its results
of operations will materially improve in either the short- or the
long-term.  

If the Company fails to obtain such financing and improve its
results of operations, management has stated that it will be
unable to meet its obligations as they become due.  That would
raise substantial doubt about the ability of the Company to
continue as a going concern.

Trinity Learning Corporation's expenses are currently greater than
its revenues.  The Company has a history of losses, and its
accumulated deficit as of December 31, 2004 was $26,551,141, as
compared to $22,650,976 as of June 30, 2004.

Trinity Learning Corporation is creating a global learning company
by acquiring operating subsidiaries that specialize in educational
and training content, delivery, and services for particular
industries or that target a particular segment of the workforce.   


TRW AUTOMOTIVE: Posts $62 Million Net Loss in Fourth Quarter
------------------------------------------------------------
TRW Automotive Holdings Corp. (NYSE: TRW), reported fourth quarter
2004 sales of $3.2 billion, an increase of 7% over the prior year
quarter, and net losses of $62 million, compared to net losses of
$1 million during the same period a year ago.

The fourth-quarter 2004 results included $125 million of expenses
relating to financing transactions completed in the fourth
quarter, primarily for the loss on retirement of debt related to
the repurchase of the Company's $600 million acquisition related
seller note from Northrop Grumman.  Excluding these debt
retirement and refinancing expenses, net of the assumed tax
impact, fourth quarter earnings were $34 million.

The Company's net debt position was reduced by $413 million during
the fourth quarter, down to its lowest quarter-end level since the
February 2003 acquisition of the Company by affiliates of The
Blackstone Group. L.P.

"The fourth quarter and 2004 year were very challenging for us,
marked not only by a number of capital base transactions following
our emergence as an independent company in 2003, but also by an
unrelenting industry environment that drew heavily on our
operational strengths at every turn," said John C. Plant,
president and chief executive officer.

"In addition to our initial public offering, we successfully
achieved our 2004 financial and operational objectives and
furthered our strategic initiatives, despite facing significant
inflationary cost pressures and the negative impact of declining
vehicle market share at our major North American customers.  Much
of our success in achieving these objectives can be attributed to
the strength of our diversified product portfolio and geographic
balance, along with the effectiveness of our cost reduction
initiatives and the commitment and resolve demonstrated by our
employees."

For full-year 2004, the Company reported sales of $12.0 billion
and net earnings of $29 million, which included pre-tax expenses
of $173 million primarily for debt retirement expenses associated
with the redemption of public bonds at the time of the initial
public offering, repurchase of the Seller Note, and credit
facility refinancing actions.  Excluding these debt retirement and
refinancing expenses, net of the assumed tax impact, full year
earnings were $173 million or $1.72 per diluted share.

In comparison, the Company reported sales of $9.4 billion and net
losses of $101 million or $(1.16) per share for the ten-month
period ended December 31, 2003.  This ten-month period represents
the reporting period following the February 28, 2003, acquisition
of the former TRW Inc.'s automotive business by Blackstone from
Northrop Grumman Corporation.  Prior to the Acquisition, the
predecessor company reported sales of $1.9 billion and net
earnings of $31 million for the two-month period ended February
28, 2003.

As a result of the Acquisition, certain consolidated and combined
financial information relating to the full year period ended
December 31, 2003, contained within this release (labeled as pro
forma) has been adjusted to illustrate the estimated pro forma
effects of the Acquisition, and the Company's July 2003 debt
refinancing, which included pre-tax charges of $31 million, as if
these transactions had occurred on January 1, 2003.  For a
reconciliation of the full year GAAP historical financials to full
year pro forma financials, please see the financial schedules that
accompany this release.

                       Fourth Quarter 2004
               Compared to the Prior Year Period

The Company reported fourth-quarter 2004 sales of $3.2 billion, an
increase of $204 million or 7% compared to prior year sales of
$3.0 billion.  The increase resulted primarily from foreign
currency translation and sales from new product areas, partially
offset by pricing provided to customers and a reduction in sales
due to a first-quarter 2004 divestiture.  Operating income for
fourth-quarter 2004 was $133 million, a decrease of $6 million
compared to the prior year period.  The prior year operating
income included non-cash unrealized foreign currency exchange
gains of $17 million that did not recur in the 2004 quarter.  
Additionally, pre-tax restructuring costs increased by $6 million
to $20 million for fourth-quarter 2004 compared to the prior year.  
Excluding the year-to-year effect of these items, operating income
improved by $17 million or 13% compared to the prior year.  This
increase resulted primarily from an increased level of sales and a
higher level of cost savings, partially offset by pricing provided
to customers and inflation, primarily in the area of ferrous
metals.

Net interest expense for the fourth quarter of 2004 totaled $69
million, which included approximately $6 million of expenses
relating to refinancing of the Company's bank debt facilities.  
Net interest excluding these expenses was $63 million for the
quarter, down considerably from the prior year level of $83
million, reflecting the impact of the Company's reduction in debt
and capital structure improvement efforts.

In the fourth quarter, the Company incurred $112 million of loss
on retirement of debt resulting from the repurchase of the Seller
Note, which was a component of the original Acquisition financing.  
At the time of the Acquisition, the Company determined that the
fair value of the Seller Note, and corresponding book value at
March 1, 2003, was $348 million. The loss on retirement of debt
resulted primarily from the difference between the purchase price
and the accreted book value of the Seller Note on the Company's
balance sheet at the time of the transaction in early November
2004.  The book loss associated with the transaction was U.S.
based and therefore carries zero tax benefit due to the Company's
tax loss position in this jurisdiction. Loss on retirement of debt
also included $7 million of expenses re lated to the December 2004
refinancing of the Company's bank debt.

The Company reported fourth-quarter 2004 net losses of
$62 million, which included $125 million of debt retirement and
refinancing expenses for financial transactions completed during
the quarter.

Excluding these debt retirement and refinancing expenses, net of
the assumed tax impact, fourth quarter earnings were $34 million
or $0.34 per diluted share compared to net losses of $1 million or
$(0.01) per diluted share in the prior year.

Earnings before interest, loss on sales of receivables, taxes,
depreciation and amortization, and loss on retirement of debt were
$264 million for fourth-quarter 2004, which compares to prior year
EBITDA of $268 million. As mentioned previously, fourth-quarter
2004 EBITDA was negatively impacted by the non-recurrence of
unrealized foreign currency exchange gains of $17 million that
occurred in the 2003 quarter and by $6 million of higher
restructuring costs when compared to the prior year.  Excluding
the year-to-year effect of these items, fourth-quarter 2004 EBITDA
improved by 7%.

          Full-Year 2004 Versus Pro Forma Full-Year 2003

The Company reported sales of $12.0 billion for full-year 2004, an
increase of $703 million or 6% compared to prior year pro forma
sales of $11.3 billion.  Operating income during the full-year
period was $583 million, an increase of $4 million compared to the
prior year pro forma operating income.  Although operating income
improved in 2004, the year-over-year comparison was negatively
impacted by a $39 million first-quarter 2004 decline in net
pension and OPEB income, resulting primarily from the application
of purchase accounting at the time of the Acquisition, and the
non-recurrence of certain 2003 non-cash unrealized foreign
currency exchange gains of $32 million.  The negative year-over-
year impact of these items was more than offset by the Company's
new business growth, currency translation and overall cost
performance.

Net interest expense for the year totaled $252 million, which
included approximately $6 million of expenses relating to
refinancing of the Company's bank debt facilities.  Net interest
excluding these expenses was $246 million compared to $327 million
in the prior year.

Loss on retirement of debt totaled $167 million in 2004, which
consisted of the fourth quarter losses previously described and
$48 million related primarily to prepayment premiums on high yield
notes redeemed with proceeds from the Company's IPO and other
expenses related to a January 2004 bank debt refinancing.

Income tax expense for 2004 was $135 million resulting in an
effective tax rate of 82%. Due to the Company's tax position in
the United States, losses and expenses associated with the
refinancing transactions described previously provide no
accounting tax benefits in the period.  Excluding the expenses
related to these capital transactions, the Company estimates that
its effective tax rate would have been approximately 49% for the
year.

The Company reported full-year 2004 net earnings of $29 million or
$0.29 per diluted share, which, as described previously, included
$173 million of debt retirement and refinancing expenses for
financial transactions completed during the year.  Excluding these
debt retirement and refinancing expenses, net of the assumed tax
impact, full year earnings were $173 million or $1.72 per diluted
share compared to pro forma earnings of $93 million or $1.03 per
diluted share in the prior year.

EBITDA was $1,080 million for full-year 2004 compared to pro forma
EBITDA of $1,065 million in the prior year.  When compared to the
prior year period, 2004 EBITDA was negatively impacted by the
previously mentioned $39 million first quarter decline in net
pension and OPEB income and $32 million for non- cash unrealized
foreign currency exchange gains in 2003, which did not recur in
2004.  Excluding these two items, EBITDA increased by
approximately 9% for full-year 2004 compared to pro forma EBITDA
in the prior year.

                        Capital Structure

At December 31, 2004, the Company had $3,181 million of debt and
$809 million of cash and marketable securities, resulting in net
debt (defined as debt less cash and marketable securities) of
$2,372 million.  Net debt declined by $592 million compared to the
prior year 2003 level resulting primarily from the cash flow from
operations and net proceeds to the Company from the February 2004
IPO of approximately $287 million.  Capital expenditures for 2004
increased to $493 million compared to $416 million in the prior
year, which is partially due to currency translation between the
years.

In the fourth quarter, cash provided by operating activities was
$791 million.  Capital expenditures for the quarter were $245
million compared to $198 million in the prior year quarter.

In December 2004 the Company completed a refinancing of its bank
credit facilities, whereby it replaced $1.7 billion of its
existing $2.0 billion facilities with $1.9 billion of new
facilities.  Under the new agreement, the Company gained greater
financial flexibility by increasing the amount of its revolving
credit facility and improving its borrowing terms. The majority of
related fees associated with the transaction were included in
fourth-quarter 2004 results.

                          2005 Outlook

For full-year 2005, the Company expects revenue in the range $12.3
to $12.7 billion and earnings per diluted share in the range of
$1.50 to $1.75, reflecting a less favorable production environment
and the impact of higher raw material prices as compared to a year
ago.  This guidance range includes approximately $3 million of
expenses related to refinancing transactions initiated in the
fourth quarter of 2004.

In addition, this guidance includes pre-tax expenses of
approximately $8 million for the adoption of FASB Statement No.
123 Revised, which requires the recognition of book expense
related to stock-based compensation, approximately $35 million
related to restructuring actions and $33 million of expenses for
amortization of intangibles resulting from the February 2003
Acquisition.  The earnings range also assumes an effective tax
rate in the range of 45% to 50%.  Lastly, the Company expects
capital expenditures to total approximately 4% of sales for the
year.

"The objectives we have set for 2005 will again stretch the
resources of the organization as we brace for another year of
significant commodity inflation and customer pricing pressures,
combined with anticipated lower production volumes in North
America," said Mr. Plant.  "As our 2005 guidance implies, we
expect to offset a major share of these challenges with new
business growth, aggressive cost reduction efforts, and interest
savings generated by prior year deleveraging activities."

For the first quarter of 2005, the Company expects revenue of
approximately $3.1 billion and earnings per diluted share in the
range of $0.24 to $0.38.  This guidance range includes
approximately $3 million of expenses related to refinancing
transactions initiated in the fourth quarter of 2004.

Additionally, first quarter guidance includes restructuring costs
for various initiatives of approximately $30 million, which
constitutes a major share of the Company's planned restructuring
for the year.

                        About the Company

With 2004 sales of $12.0 billion, TRW Automotive --
http://www.trwauto.com/-- ranks among the world's top 10  
automotive suppliers.  Headquartered in Livonia, Michigan, USA,
the Company, through its subsidiaries, employs approximately
60,000 people in 24 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service assigned Ba2 ratings for TRW Automotive
Inc.'s $1.9 billion of proposed guaranteed senior secured credit
facilities, which will be utilized to refinance approximately
$1.7 billion of the company's existing credit facilities and also
provide some additional liquidity. Moody's will withdraw the
ratings of any credit facilities that are refinanced upon TRW
Automotive's execution of an amended and restated credit
agreement.  These specific ratings were assigned in December:

   * Ba2 ratings for TRW Automotive's $1.9 billion of proposed new
     guaranteed senior secured credit facilities, consisting of:

      -- $425 million US revolving credit facility due December
         2009;

      -- $425 million global multi-currency revolving credit
         facility due December 2009 (which will also have multiple
         permitted foreign subsidiary borrowers);

      -- $250 million term loan A due December 2009;
   
      -- $800 million term loan B due June 2012


UAL CORP: Court Approves Amended DIP Financing Facility
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved an amendment to UAL Corporation and its debtor-
affiliates' debtor-in-possession financing facility with its
current lenders, including JPMorganChase, Citigroup, CIT and GE
Capital.

Key terms of the amendment include an extension of the maturity
date from June 30, 2005, through Sept. 30, 2005, and a significant
reduction in the interest rates United must pay under the loan.  
Also, the amendment waives the January 2005 EBITDAR covenant and
adjusts the minimum monthly EBITDAR targets for United going
forward.  The amendment also allows for a potential reduction in
the minimum cash balance requirement from $750 million to
$600 million if United meets a certain EBITDAR milestone.

"We are pleased to have amended our DIP financing facility on
favorable terms for United and our stakeholders," said Jake Brace,
United's executive vice president and chief financial officer.  
"The willingness of lenders to participate in the amended DIP is
reflective of our solid business plan."

"The changes to the financing agreement reflect our belief that
United has made significant progress to date in lowering its costs
and executing on its business plan," Bill Repko, managing director
at JPMorganChase.

Mr. Brace added, "While we still have a number of difficult issues
to address, including reaching long-term labor agreements with two
of our unions and pension resolution with three of our unions,
this amendment will continue our access to the DIP facility while
we focus on those efforts and move forward with additional
restructuring initiatives in the months ahead."

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Gets Four Offers for $2.5 Billion Exit Financing
----------------------------------------------------------
United Air Lines received four offers of up to $2,500,000,000 in  
debt financing to emerge from bankruptcy, Michael Tarm at The  
Associated Press reports.

United spokeswoman Jean Medina, however, would not specify the  
financial institutions that made the offers, Mr. Tarm says.

Mr. Tarm relates that the exit financing package would be  
contingent upon the Debtors' realization of another  
$2,000,000,000 in savings on salaries, pensions and operating  
expenses.  The offers are contingent on United completing the  
work identified in its business plan.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ULTIMATE ELECTRONICS: Court Okays $118.5-Mil Final DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Ultimate Electronics, Inc. (Nasdaq: ULTEQ) final approval of up to
$118.5 million in debtor-in-possession financing provided by Wells
Fargo Retail Finance and Mark Wattles.  The Debtors are authorized
to:

   -- borrow and re-borrow up to $100 million on a revolving
      basis;

   -- issue up to $5 million of new letters of credit;

   -- borrow $13 million under a Tranche B subfacility; and

   -- borrow $5.5 million under a Tranche C subfacility.

Based on testimony offered at the DIP financing hearing on
Feb. 14, 2005, by FTI Consulting, it appears unlikely that the
outcome of the Company's reorganization will result in any value
for the holders of common stock, the Company indicated in a
regulatory filing.  The Company says, however, that it believes
with additional capital, the reorganization will result in an
ongoing business that will be good for its customers, creditors
and employees.  Ultimate is making no prediction about how long
it'll be in chapter 11.  

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc. --
http://www.ultimateelectronics.com/-- is a specialty retailer of   
consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid- to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).  
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000.


ULTIMATE ELECTRONICS: Shareholders Lobby for an Equity Committee
----------------------------------------------------------------
Shareholders holding in excess of 16.5% of the shares of Ultimate
Electronics, Inc. (NASDAQ: ULTEQ), which recently filed a petition
for relief under Chapter 11 of the Bankruptcy Code, have asked the
United States Trustee appoint an official committee of equity
interest holders.  The Shareholders say that equity is clearly "in
the money," citing the fact that the Company's new Chairman and
CRO, Mr. Mark Wattles, spent in excess of $4 million to purchase
shares sufficient to obtain a controlling equity interest in the
Company only one day before the bankruptcy filing.

By a letter dated Feb. 15, 2005, shareholders Atticus Capital and
Contrarian Capital Management requested that an official committee
of non-insider equity interest holders be appointed to protect the
interests of such constituents.  "We understand that certain other
shareholders have recently joined in the request," Atticus and
Contrarian indicate.  

As stated in the Feb. 15, 2005, letter, "the Shareholders are
concerned that Mr. Wattles may use his position as the Debtors'
current Chairman and leading shareholder, as well as a secured
lender pursuant to Tranche C of the Debtors' proposed DIP
facility, to gain undue leverage and authority to dictate the
future outcome of these cases, and could potentially hamstring the
Debtors from pursuing various future restructuring strategies
(including potential sales transactions) that might otherwise be
in the best interest of all the various constituencies herein."

In addition to the potential conflict of interest raised by
Wattles' dual position as the Debtors' secured debtor-in-
possession lender and Chairman/controlling shareholder, the
Shareholders also believe that the relevant criteria for
establishing an equity committee are satisfied.  Namely, the case
is large and complex, the stock is widely held and actively
traded, the interests of shareholders are not otherwise adequately
represented, the Company is not hopelessly insolvent, such that
the shareholders appear to have a real economic interest at stake,
and the timing of the request is appropriate.

Notably, the stock price of Ultimate Electronics rose
significantly following the Chapter 11 filing.  Although the
market price per share has fallen in the past few days after the
Company made statements in open court and in various press
releases that it does not believe that the outcome of this
reorganization will result in any value for the common
shareholders, the stock continues to be actively traded and still
has a market capitalization approaching $30 million.  As of the
time of this release, the stock price has rebounded substantially
from Feb. 17's close.

Karl Okamoto, Senior Managing Director of Atticus Capital stated:
"I think it was inappropriate for the Company to state in a press
release that its equity may be worthless. We simply do not agree.  
Furthermore, it seems to me premature for the Company to have
decided to abandon the owners of this business - its shareholders.
This underscores the need for an Equity Committee."

The Shareholders believe that the Company's enduring market value
(despite the Company's adverse statements), coupled with Wattles'
recent purchase of a significant amount of equity, adequately
demonstrate that equity does exist in the Company.  Accordingly,
despite recent public announcements to the contrary, there could
be a rehabilitation of the Debtors' business without adversely
affecting the interests of non-insider shareholders.

Ultimate Electronics shareholders interested in participating in
the equity committee or obtaining a copy of the letter requesting
the appointment of an equity committee or joining in the request
should contact counsel to the Shareholders:

      Glenn E. Siegel, Esq.
      Dechert LLP
      Telephone (212) 698-3569

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc. --
http://www.ultimateelectronics.com/-- is a specialty retailer of  
consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid- to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000.


US AIRWAYS: Inks $125 Million DIP Term Loan with Investor Group
---------------------------------------------------------------
US Airways Group, Inc., has reached agreement with Eastshore
Aviation, LLC, an investment entity owned by Air Wisconsin
Airlines Corp., and shareholders, on a $125 million financing
commitment to provide a substantial portion of the equity funding
for a plan of reorganization.

The $125 million facility will be made in the form of a debtor-in-
possession term loan, to be drawn in the amount of $75 million
(immediately upon approval by the U.S. Bankruptcy Court) and two
subsequent $25 million increments.  This loan would be second only
to the Air Transportation Stabilization Board -- ATSB -- loan with
regard to the company's assets that are pledged as collateral.  
Upon emergence from Chapter 11, the $125 million financing package
would then convert to equity in the reorganized US Airways.

Air Wisconsin, based in Appleton, Wis., is the nation's largest
privately held regional airline.  In 2004, its 87 all-jet fleet
generated approximately $700 million in revenue and flew more than
7 million passengers under the United Express brand.  As part of
this agreement, US Airways and Air Wisconsin will enter into an
air services agreement under which Air Wisconsin may, but is not
required to, provide regional jet service under the US Airways
Express brand.  Air Wisconsin's arrangements with United Airlines
are unaffected by this agreement with US Airways.

"This agreement has a number of benefits that are consistent with
our restructuring efforts," said Bruce R. Lakefield, US Airways
president and chief executive officer.  "As an initial investor,
Eastshore is providing us with short-term liquidity and also is
demonstrating support for our restructuring and interest in a
longer-term relationship with US Airways.  Air Wisconsin is a top-
notch airline that has had its own success in completing a
turnaround, so we see tremendous upside from building a business
and financial relationship."

"US Airways has done a remarkable job in its restructuring efforts
and has built a solid foundation from which to grow.  We and Air
Wisconsin look forward to the opportunity to be part of its
success," said Eastshore principal Richard Bartlett.

Terms of the agreement will be filed with the U.S. Bankruptcy
Court for the eastern district of Virginia, where the US Airways
case is being heard.  The DIP facility, which is subject to
Bankruptcy Court approval, will be secured by liens and security
interests in the same package of US Airways assets that are
pledged as collateral to the ATSB, with the ATSB in the first
priority position, and Eastshore in the second position.  In
addition to the DIP financing facility, the agreement provides for
the conversion of the DIP into equity, in the form of new common
stock, that will be issued in conjunction with US Airways'
emergence from Chapter 11.

"This agreement with Eastshore Aviation provides the cornerstone
from which we can obtain additional financing and construct a plan
of reorganization," said Mr. Lakefield. "While we have more work
to do, this is another positive signal to the marketplace."

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.


VARTEC TELECOM: Wants to Auction Some Personal Property on Mar. 2
-----------------------------------------------------------------
Vartec Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to sell or dispose of certain aged and unnecessary personal
property (including furniture, equipment, and inventory) located
at 4550 Excel Parkway in Addison, Texas.  

The Debtors want to hold an auction on March 2, 2005 at 10:00 a.m.  
The Auction has been advertised to accommodate scheduling
restrictions of the proposed auctioneer, Rosen Systems, Inc.  The
Debtors anticipate the auction will generate $150,000 to $250,000.

Richard H. London, Esq., at Vinson & Elkins, L.L.P., in Dallas,
Texas, tells the Court that the continued storage and maintenance
of the Property is and will be burdensome to the Debtors' estates
and will interfere with the Debtors' efforts to sell or lease all
or a portion of Addison Property.  The Debtors will be required to
incur expenses without any corresponding benefit to their estates
if the request is not granted, Vartec says.

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


VARTEC TELECOM: Taps Rosen Systems as Auctioneer
------------------------------------------------
Vartec Telecom, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Rosen Systems, Inc., as their liquidator and auctioneer
to sell or dispose of some aged and unnecessary personal property
(including furniture, equipment, and inventory) located at 4550
Excel Parkway in Addison, Texas.  

The Debtors retained Rosen Systems to serve as auctioneer to sell
the excess personal property.  

The Debtors agree that Rosen Systems will receive a 10% commission
based on the gross selling price of the items auctioned, payable
by the buyers.  In addition, the Debtors will reimburse Rosen
Systems for certain expenses relating to the sale and the
preparation for the Auction.

The Debtors want to retain Rosen Systems as auctioneer because of
its expertise and extensive knowledge in chapter 11 cases.  Rosen
Systems is on the list of approved auctioneers maintained by the
United States Trustee, and it subscribes to the blanket bond
program arranged by the United States Trustee.  Further, Rosen
Systems is familiar with the United States Trustee's Guidelines
for Conduct of Auction Sales.  The Debtors have been advised that
Rosen Systems maintains casualty and liability insurance
sufficient to cover all of the property entrusted to it for sale.

The liquidation of the Property will be a valuable source of cash
to the Debtors and that the sale of the Property by auction is the
most efficient means of liquidating that personal property.

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


WELLS FARGO: Fitch Puts Low-B Ratings on Two $3.939 Mil. Certs.
---------------------------------------------------------------
Fitch rates Wells Fargo mortgage pass-through certificates, series
2005-AR2:

    -- $1,905,414,100 classes I-A-1, I-A-2, I-A-R, I-A-LR, II-A-1,
       II-A-2, II-A-3, II-A-4, II-A-5, and III-A-1 (senior
       certificates) 'AAA';

    -- $33,480,000 class B-1 'AA';

    -- $11,817,000 class B-2 'A';

    -- $6,893,000 class B-3 'BBB';

    -- $3,939,000 class B-4 'BB';

    -- $3,939,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.25%
subordination provided by:

    * the 1.70% class B-1 certificates,
    * the 0.60% class B-2 certificates,
    * the 0.35% class B-3 certificates,
    * the 0.20% privately offered class B-4 certificates,
    * the 0.20% privately offered class B-5 certificates, and
    * the 0.20% privately offered class B-6.

Classes B-1, B-2, B-3, B-4, and B-5 are rated 'AA', 'A', 'BBB',
'BB', and 'B', respectively, based on their respective
subordination.  The class B-6 certificates are not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the servicing capabilities of
Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by Fitch).

The transaction is secured by three pools of mortgage loans, which
consist of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately five, five, and seven years,
respectively.  Thereafter, the interest rate will adjust on an
annual basis to the sum of the weekly average yield on U.S.
Treasury securities adjusted to a constant maturity of one year
and a gross margin.  Approximately 85.36% of the aggregate
mortgage loans are interest-only loans, which require only
payments of interest until the month following the first
adjustment date.  The mortgage loan groups are cross-
collateralized and aggregated for statistical purposes as
represented below.

The mortgage loans have an aggregate principal balance of
approximately $1,969,422,711 as of the cut-off date (Feb. 1,
2005), an average balance of $385,859, a weighted average
remaining term to maturity - WAM -- of 358 months, a weighted
average original loan-to-value ratio - OLTV -- of 71.76%, and a
weighted average coupon - WAC -- of 4.971%.  Rate/term and cashout
refinances account for 22.35% and 9.63% of the loans,
respectively.  The weighted average FICO credit score of the loans
is 740.  Owner-occupied properties and second homes constitute
93.06% and 6.94% of the loans, respectively.  The states that
represent the largest geographic concentration are:

    * California (40.11%),
    * Florida (6.89%), and
    * Virginia (5.94%).

All other states represent less than 5% of the outstanding balance
of the mortgage loans.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

All of the mortgage loans were generally originated in conformity
with underwriting standards of Wells Fargo Home Mortgage, Inc. --
WFHM.  WFHM sold the loans to Wells Fargo Asset Securities
Corporation -- WFASC, a special purpose corporation, who deposited
the loans into the trust.  The trust issued the certificates in
exchange for the mortgage loans.  WFB, an affiliate of WFHM, will
act as servicer, master servicer, and custodian, and Wachovia
Bank, N.A. will act as trustee and paying agent.  For federal
income tax purposes, elections will be made to treat the trust as
two separate real estate mortgage investment conduits.


WESCORP ENERGY: Looks to Raise $1.25M from Debenture Financing
--------------------------------------------------------------
Wescorp Energy, Inc., (OTCBB:WSCE) intends to complete a
US$1,250,000 convertible financing by Private Placement. Proceeds
from the financing will be used to increase inventory for the
growing demand of FlowStar's DCR Series Electronic Flow
Measurement Solutions, as well as funding the future growth of the
company.

Wescorp Energy, Inc., is situated in the Calgary - Edmonton
corridor near the geographic centre of North America's oil and gas
reserves, sharing the same language and work ethic as the
continent's other dominant energy capitals - Houston, Dallas and
Denver.  Strongly networked within this culture and a major
shareholder of energy holdings itself, Wescorp has the
long-established relationships and financial resources necessary
to bring new energy solutions to market.  Wescorp initiates
testing and development with major energy players to establish
industry acceptance, and then provides the sales, service and
distribution infrastructure necessary to market these innovations
globally and profitably.

FlowStar is a 100% owned Wescorp subsidiary.  FlowStar's DCR 900
Digital Chart Recorder, which was developed in late 2001,
represents cutting edge technology with significant competitive
advantages.  The product's compact technology will replace a
number of existing measurement devices and encompasses data
capture and wireless transmission capabilities.

                       *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Wescorp Energy Inc.'s financial statements show an $8.2 million
accumulated deficit through September 30, 2004.  This deficit, the
company's auditors say, raises substantial doubt about the
Company's ability to continue as a going concern.  


WORLDCOM INC: Mississippi Power Wants $1.5MM Cure Claim Paid Now
----------------------------------------------------------------
Mississippi Power Company and Southern Company Services, Inc., as
agent for Mississippi Power and each of the other Southern
Company operating companies, ask the United States Bankruptcy
Court for the Southern District of New York to compel MCI
Telecommunications, Inc., to satisfy its cure obligations pursuant
to Section 365(b) of the Bankruptcy Code.

MCI's predecessor-in-interest and Southern Company entered into an
agreement for the provision of fiber optic facilities and services
on August 12, 1991.

Pursuant to a stipulation resolving Mississippi Power's limited
objection to WorldCom, Inc. and its debtor-affiliates' Plan of
Reorganization, MCI assumed the Agreement on April 20, 2004.  The
stipulation provides that:

    "[T]he Debtors shall cure any and all undisputed defaults
    under the Agreement in accordance with Section 8.05 of the
    Plan. The Debtors and MPC . . . shall negotiate in good faith
    to determine the nature and amount of any and all disputed
    defaults under the Agreement. Should the parties not be able
    to reach agreement on any disputed default, the parties shall
    promptly submit such dispute to the Bankruptcy Court for
    adjudication. . . ."

Steven M. Abramowitz, Esq., at Vinson & Elkins, LLP, in New York,
tells the Court that Mississippi Power and Southern Company have
attempted in good faith to resolve MCI's cure obligations without
court intervention.  However, Mississippi's efforts have proven
unsuccessful.

According to Mr. Abramowitz, on the Effective Date, MCI's monetary
defaults under the Agreement totaled $1,408,398.  From the
Effective Date through November 30, 2004, Mississippi Power and
Southern Company also incurred costs and expenses, including
reasonable attorney's fees totaling $81,714, in their attempts to
obtain payment of the cure amount.

Mr. Abramowitz itemizes MCI's obligations:

    Category                                           Amount
    --------                                           ------
    Costs associated with title research
    acquisition of rights-of-way                      $419,560

    Pre-effective date legal fees, legal costs
    and expenses incurred by Mississippi Power
    and Southern Company as a result of MCI's
    default under the Agreement                        685,523

    Costs incurred by Southern Company for
    maintenance of the cable                           217,514

    Costs incurred by Georgia Power Company for
    maintenance of the cable                            85,801

    Post-effective date costs                           81,714
                                                     ---------
                                                    $1,490,112

These costs will increase as Mississippi Power's and Southern
Company's cure amount collection efforts continue, Mr. Abramowitz
notes.

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


YUKOS OIL: Asks Court to Fix May 1 as Claims Bar Date
-----------------------------------------------------
In connection with the development of its proposed plan of
reorganization, Yukos Oil Company will be required to carefully
examine the liabilities of the bankruptcy estate and formulate a
structure for the treatment of claims.  "It will assist Yukos to
require creditors seeking a distribution from the bankruptcy
estate to quantify their alleged claims," Zack A. Clement, Esq.,
at Fulbright & Jaworski L.L.P., in Houston, Texas, notes.

Accordingly, Yukos proposes May 1, 2005, as the Bar Date by which
the claims of all creditors, including governmental creditors,
must be filed.  "The proposed bar date gives all creditors plenty
of time within which to research and prepare their claims," Mr.
Clement says.

In addition, Yukos seeks the United States Bankruptcy Court for
the Southern District of Texas' authority to prepare and publish
(i) a Notice Of Claims Bar Date, (ii) a professionally prepared
translation of the Notice, (iii) a modified proof of claim form,
and (iv) a professionally prepared translation of the proof of
claim form to the creditors of the bankruptcy estate.

Yukos proposes to modify the format of the Notice and proof of
claim form to facilitate the translation process as well as to
minimize the difficulty for creditors unfamiliar with the standard
proof of claim format.

Mr. Clement relates that Yukos has more than one and fifty hundred
creditors.  Many of Yukos' creditors conduct their business
operations in a language other than English.

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)


* BOND PRICING: For the week of February 21 - February 25, 2005
---------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     8
Adelphia Comm.                         6.000%  02/15/06     9
Allegiance Tel.                       11.750%  02/15/08    30
Allegiance Tel.                       12.875%  05/15/08    30
Amer. Comm. LLC                       12.000%  07/01/08     5
American Airline                       7.377%  05/23/19    70
AMR Corp.                              4.500%  02/15/24    70
AMR Corp.                              9.000%  08/01/12    75
AMR Corp.                              9.750%  08/15/21    65
AMR Corp.                              9.880%  06/15/20    69
AMR Corp.                             10.000%  04/15/21    70
AMR Corp.                             10.200%  03/15/20    67
AMR Corp.                             10.450%  11/15/11    66
Apple South Inc.                       9.750%  06/01/06    19
Applied Extrusion                     10.750%  07/01/11    59
Armstrong World                        6.350%  08/15/03    69
Armstrong World                        6.500%  08/15/05    69
Armstrong World                        7.450%  05/15/29    68
AT Home Corp.                          0.525%  12/28/18     8
AT Home Corp.                          4.750%  12/15/06    14
ATA Holdings                          12.125%  06/15/10    40
ATA Holdings                          13.000%  02/01/09    38
Atlantic Coast                         6.000%  02/15/34    44
Avado Brands Inc.                     11.750%  06/15/09    20
B&G Foods Holding                     12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99    10
Bank New England                       9.500%  02/15/96     7
Big V Supermarkets                    11.000%  02/15/04     0
Borden Chemical                        9.500%  05/01/05     1
Burlington Northern                    3.200%  01/01/45    63
Calpine Corp.                          7.750%  04/15/09    68
Calpine Corp.                          7.875%  04/01/08    74
Calpine Corp.                          8.500%  02/15/11    68
Calpine Corp.                          8.625%  08/15/10    68
Cendant Corp.                          4.890%  08/17/06    51
Chic East Ill. RR                      5.000%  01/01/54    60
Comcast Corp.                          2.000%  10/15/29    46
Cone Mills Corp.                       8.125%  03/15/05    12
Continental Airlines                   8.499%  05/01/11    75
Cray Research                          6.125%  02/01/11    73
Delta Air Lines                        7.711%  09/18/11    67
Delta Air Lines                        7.779%  01/02/12    60
Delta Air Lines                        7.900%  12/15/09    52
Delta Air Lines                        8.000%  06/03/23    55
Delta Air Lines                        8.300%  12/15/29    42
Delta Air Lines                        8.540%  01/02/07    71
Delta Air Lines                        9.000%  05/15/16    44
Delta Air Lines                        9.200%  09/23/14    54
Delta Air Lines                        9.250%  03/15/22    43
Delta Air Lines                        9.375%  09/11/07    75
Delta Air Lines                        9.750%  05/15/21    44
Delta Air Lines                       10.000%  06/01/10    64
Delta Air Lines                       10.000%  08/15/08    61
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.125%  05/15/10    52
Delta Air Lines                       10.375%  02/01/11    52
Delta Air Lines                       10.375%  12/15/22    39
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.790%  03/26/14    44
Eagle Food Center                     11.000%  04/15/05     3
Eagle-Picher Inc.                      9.750%  09/01/13    75
Enron Corp.                            6.400%  07/15/06    32
Enron Corp.                            6.500%  08/01/02    30
Enron Corp.                            6.625%  11/15/05    29
Enron Corp.                            6.725%  11/17/08    33
Enron Corp.                            6.750%  08/01/09    33
Enron Corp.                            6.750%  09/15/04    30
Enron Corp.                            6.875%  10/15/07    30
Enron Corp.                            7.125%  05/15/07    33
Enron Corp.                            7.625%  09/10/04    33
Enron Corp.                            7.875%  06/15/03    30
Enron Corp.                            9.125%  04/01/03    31
Enron Corp.                            9.875%  06/15/09    34
Falcon Products                       11.375%  06/15/09    38
Federal-Mogul Co.                      7.375%  01/15/06    32
Federal-Mogul Co.                      7.500%  01/15/09    32
Federal-Mogul Co.                      8.370%  11/15/01    30
Federal-Mogul Co.                      8.800%  04/15/07    34
Finova Group                           7.500%  11/15/09    45
Fleming Cos. Inc.                     10.125%  04/01/08    36
HNG Internorth.                        9.625%  03/15/06    66
Impsat Fiber                           6.000%  03/15/11    62
Inland Fiber                           9.625%  11/15/07    49
Intermet Corp.                         9.750%  06/15/09    67
Iridium LLC/CAP                       10.875%  07/15/05    17
Iridium LLC/CAP                       11.250%  07/15/05    17
Iridium LLC/CAP                       13.000%  07/15/05    16
Iridium LLC/CAP                       14.000%  07/15/05    16
Kaiser Aluminum & Chem.               12.750%  02/01/03    15
Kmart Corp.                            8.990%  07/05/10    72
Kmart Funding                          8.800%  07/01/10    75
Lehman Bros. Holding                   6.000%  05/25/05    71
Lehman Bros. Holding                   7.500%  09/03/05    67
Level 3 Comm. Inc.                     2.875%  07/15/10    50
Level 3 Comm. Inc.                     6.000%  03/15/10    45
Level 3 Comm. Inc.                     6.000%  09/15/09    49
Liberty Media                          3.750%  02/15/30    68
Liberty Media                          4.000%  11/15/29    72
Loral Cyberstar                       10.000%  07/15/06    73
MacSaver Financial                     7.400%  02/15/02     9
MacSaver Financial                     7.600%  08/01/07     8
MacSaver Financial                     7.875%  08/01/03     9
Metro Mortgage                         9.000%  12/15/04     0
Mississippi Chem.                      7.250%  11/15/17    73
Muzak LLC                              9.875%  03/15/09    60
Nat'l Steel Corp.                      8.375%  08/01/06     3
Nat'l Steel Corp.                      9.875%  03/01/09     3
Northern Pacific Railway               3.000%  01/01/47    62
Northwest Airlines                     7.875%  03/15/08    73
Northwest Airlines                     8.070%  01/02/15    70
Northwest Airlines                     8.130%  02/01/14    70
Northwest Airlines                    10.000%  02/01/09    75
NRG Energy Inc.                        6.500%  05/16/06     0
Nutritional Src.                      10.125%  08/01/09    72
Oakwood Homes                          8.125%  03/01/09    25
Oglebay Norton                        10.000%  02/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    28
Owens Corning                          7.000%  03/15/09    69
Owens Corning                          7.500%  05/01/05    66
Owens Corning                          7.500%  08/01/18    65
Owens Corning                          7.700%  05/01/08    62
Owens Corning Fiber                    8.875%  06/01/02    65
Pegasus Satellite                      9.750%  12/01/06    62
Pegasus Satellite                     12.375%  08/01/06    62
Pegasus Satellite                     12.500%  08/01/07    62
Pegasus Satellite                     13.500%  03/01/07     1
Pen Holdings Inc.                      9.875%  06/15/08    50
Penn Traffic Co.                      11.000%  06/29/09    38
Penton Media Inc.                     10.375%  06/15/11    74
Piedmont Aviat.                       10.300%  03/28/06     7
Polaroid Corp.                         7.250%  01/15/07     1
Polaroid Corp.                        11.500%  02/15/06     1
Primus Telecom                         3.750%  09/15/10    64
Read-Rite Corp.                        6.500%  09/01/04    49
Reliance Group Holdings                9.000%  11/15/00    27
Reliance Group Holdings                9.750%  11/15/03     0
RDM Sports Group                       8.000%  08/15/03     0
RJ Tower Corp.                        12.000%  06/01/13    62
S3 Inc.                                5.750%  10/01/03     0
Salton Inc.                           12.250%  04/15/08    67
Solutia Inc.                           6.720%  10/15/37    71
Specialty Paperb.                      9.375%  10/15/06    73
Syratech Corp.                        11.000%  04/15/07    25
Tower Automotive                       5.750%  05/15/24    19
Twin Labs Inc.                        10.250%  05/15/06    16
United Air Lines                       7.762%  10/01/05     3
United Air Lines                       8.310%  06/17/09    47
United Air Lines                       9.000%  12/15/03     8
United Air Lines                       9.125%  01/15/12     8
United Air Lines                      10.250%  07/15/21     8
United Air Lines                      10.670%  05/01/04     8
Univ. Health Services                  0.426%  06/23/20    57
United Homes Inc.                     11.000%  03/15/05     0
Westpoint Stevens                      7.875%  06/15/08     0
Winn-Dixie Store                       8.875%  04/01/08    65
Zurich Reinsurance                     7.125%  10/15/23    63

                         *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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