TCR_Public/050222.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, February 22, 2005, Vol. 9, No. 44

                          Headlines

A.B. DICK: Files Liquidating Plan & Disclosure Statement
AAA LIFE: S&P Pares Credit & Financial Strength Ratings to Bpi
ACCIDENT & INJURY: Taps Bennett Weston as Bankruptcy Counsel
ACCIDENT & INJURY: Look for Bankruptcy Schedules on Mar. 10
ADVANCED MEDICAL: Moody's Puts B1 Rating on $100MM Term Loan B

AIR CANADA: Battles with AeroPlan Partners Over Trademark Use
ALOHA AIRLINES: Dispatchers Agree to Ratify New Agreement
AMERICAN RESTAURANT: Disclosure Statement Hearing Set for Mar. 10
ASSOCIATES MANUFACTURED: S&P Junks Class B-2 Certificates
ATA AIRLINES: Wants to Reject KSM Billboard Agreements

ATLANTIS PLASTICS: S&P Junks $75 Million Junior Secured Term Loan
B&A CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
BEAR STEARNS: Fitch Assigns BB Rating on $8.8 Mil. Private Class
BEVERLY ENT: Formation Capital Soliciting Votes for Board Election
BIO-RAD LAB: Earns $17.1 Million of Net Income in Fourth Quarter

BOMBARDIER CAPITAL: S&P Junks Six Certificate Classes
C-BASS: Moody's Reviewing Class 2B-5 & B-2 Certs. for Downgrade
CATHOLIC CHURCH: Spokane Litigants Want to Retain Esposito George
CLEARLY CANADIAN: Obtains Additional Financing from BG Capital
ELIZABETH ARDEN: S&P Revises Outlook on Low-B Ratings to Positive

EMBARCADERO AIRCRAFT: S&P's Rating on Class C Notes Tumbles to D
EXIDE TECHNOLOGIES: S&P Slices Corporate Credit Rating to B+
FEDERAL-MOGUL: Leases Smyrna Facility to House Distribution Center
FURNAS COUNTY: Wants Plan Filing Period Extended Until May 20
GRUPO IUSACELL: Dec. 31 Balance Sheet Upside-Down by Ps$1.1 Mil.

HEADWATERS INC: Equity Issue Plan Cues S&P to Review Ratings
HUMAN GENOME: S&P Cancels Ratings Due to Lack of Investor Interest
INDEPENDENCE III: Moody's Pares Rating on Two Class C Notes
INDYMAC MANUFACTURED: S&P Junks Class M-1 Certificates
INTERSTATE BAKERIES: Taps Colliers Seely as Real Estate Broker

JP MORGAN: Fitch Puts Low-B Ratings on Six Mortgage Certificates
MCI INC: Qwest Reviews Verizon Merger & May Submit Modified Offer
MCI INC: Delivers Copy of Verizon Plan of Merger to SEC
MCI INC: Moody's Reviewing Low-B Ratings for Possible Upgrade
MCI INC: S&P Places Single-B Ratings on CreditWatch Positive

METROMEDIA INT'L: Inks Pact to Sell ZAO PeterStar for $215 Million
METROMEDIA FIBER: Wants Entry of Final Decree Delayed to Apr. 18
MIRANT CORP: Resolves Cash Management System Operation
NATIONAL CENTURY: JPMorgan & Bank One Consent to Claims Objection
PACIFIC BIOMETRICS: Losses & Deficit Trigger Going Concern Doubt

PARMALAT: Farmland Gets $55 Mil. of Exit Financing from Wachovia
PRIMEDIA INC: Moody's Junks Ratings on Preferred Stock
PROTEIN DESIGN: S&P Withdraws Low-B & Junk Ratings
QWEST COMMS: Reviews MCI Merger & May Submit Modified Offer
RICHTREE INC: Court Terminates Restructuring Under CCAA Protection

RICHTREE MARKETS: Court Approves PwC Hiring as Interim Receiver
SATCON TECH: First Quarter Net Loss Widens to $1.4 Million
SEARCHGOLD RESOURCES: Defaults on Tardy Financial Statements
SENSE TECHNOLOGIES: Nov. 30 Balance Sheet Upside-Down by $861,991
SOUTHERN POWER: Case Summary & 20 Largest Unsecured Creditors

SPX CORPORATION: Amends Cash Tender Offers for Senior Notes
STELCO INC: Names Roland Keiper & Michael Woollcombe to Board
STEWART ENTERPRISES: 99.4% of Noteholders Agree to Amend Indenture
SOLUTIA INC: Wants to Walk Away from Gateway Lease
SYRATECH CORP: Files for Chapter 11 Protection in D. Massachusetts

SYRATECH CORP: Case Summary & 60 Largest Unsecured Creditors
TECO AFFILIATES: Disclosure Statement Hearing Continued to Mar. 2
TECO AFFILIATES: Wants to Amend Agreement with Morgan Stanley
TESTA HURWITZ: Ex-Partners File Involuntary Chapter 11 Petition
TESTA HURWITZ & THIBEAULT: Involuntary Chapter 11 Case Summary

TODD MCFARLANE: U.S. Trustee Picks 7-Member Creditors Committee
TRANSWESTERN PUBLISHING: Retains Goldman Sachs to Explore Options
TRANSWESTERN PUBLISHING: Moody's Puts B1 Rating on $65MM Sr. Loan
TRANSWESTERN PUBLISHING: S&P Reviewing Low-B Ratings
TRAVIS COUNTY: Moody's Junks Three Series of Housing Revenue Bonds

TRICO MARINE: Executes New $75 Million Exit Financing Facility
UAL CORP: District Court Transfers PBGC Complaint to Judge Wedoff
UCFC FUNDING: S&P Junks Class M-1 & M-2 Certificates
USGEN NEW ENGLAND: Files First Amended Plan & Disclosure Statement
VALLEY MEDIA: Files Chapter 11 Liquidating Plan in Delaware

VISTEON CORP: Moody's Lowers Senior Implied Rating to Ba2 from Ba1
W.R. GRACE: Asks Court to Approve Consulting Pact with Paul Norris
WADDINGTON NORTH: S&P Slices Corporate Credit Rating to B- from B
YUKOS OIL: Asks Judge Clark to Extend Lease Decision Period

* Four Testa Lawyers Join DLA Piper Rudnick's Boston Office
* Gibson Dunn Welcomes Thomas Budd as London Finance Partner

* Large Companies with Insolvent Balance Sheets

                          *********

A.B. DICK: Files Liquidating Plan & Disclosure Statement
--------------------------------------------------------
A.B. Dick Company n/k/a Blake of Chicago, Corp., and its debtor-
affiliates delivered their Liquidating Plan of Reorganization
and an accompanying Disclosure Statement explaining that Plan to
the U.S. Bankruptcy Court for the District of Delaware on
Feb. 10, 2005.

                       Terms of the Plan

The Plan provides for the transfer of the Debtors' cash and other
remaining assets, including all causes of action and avoidance
claims, to liquidating trusts that will be formed for the benefit
of holders of unsecured claims and subordinated claims.  The Blake
Liquidating Trust will be set-up to handle claims against Blake of
Chicago.  The Paragon Liquidating Trust will be set-up to handle
claims against Paragon Corporate Holdings, Inc.

As previously reported in the Troubled Company Reporter on
Nov. 8, 2004, Presstek, Inc., bought substantially all of the
Debtors' assets for $40 million.  The Debtors are still in the
process of selling their remaining assets including a facility in
Rexdale, Ontario.

Proceeds from the sale of Blake's assets will be used to satisfy
claims against Blake's estate.  Proceeds from the sale of
Paragon's assets will be used to satisfy Paragon's claims.

Holders of Blake's unsecured claims, owed $23,250,000, are
projected to recover 25.8% of their claims.  Subordinated claim
holders will get any remaining cash if there's money left over
after unsecured claims are fully satisfied.  Holders of Blake
equity interests take nothing under the Plan.

Holders of Paragon's unsecured claims, owed $6,974,000, are
projected to recover 1.35% of their claims.  Subordinated claim
holders will get any remaining cash if there's money left over
after unsecured claims are fully satisfied.  Holders of Paragon
equity interests take nothing under the Plan.

The Liquidating Trust will delegate to an oversight committee the
obligation to recover preference and fraudulent transfers and
other recoverable assets.  The Oversight Committee will be
comprised of members of the Official Committee of Unsecured
Creditors, plus any members the Court may appoint.

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002) on
July 13, 2004.  Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., in Dec. 8, 2004, as required by the terms
of the APA with Presstek.


AAA LIFE: S&P Pares Credit & Financial Strength Ratings to Bpi
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its counterparty credit
and financial strength ratings on AAA Life Insurance Co. to 'Bpi'
from 'BBpi'.

"The downgrade is based on the company's weak operating
performance, marginal capitalization, high geographical
concentration, slight product-line concentration, and marginal
liquidity," explained Standard & Poor's credit analyst Puiki Lok.

Headquartered in Livonia, Michigan, AAA Life writes mainly
individual annuity, group accident and health, and group life
insurance for members of the auto clubs.  AAA Life, a wholly owned
subsidiary of ACLI Acquisition Co., is licensed in all states
except New York and Vermont.

The company is rated on a stand-alone basis.

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


ACCIDENT & INJURY: Taps Bennett Weston as Bankruptcy Counsel
------------------------------------------------------------
Accident & Injury Pain Centers, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Northern District of Texas
for permission to employ Bennett, Weston & LaJone, P.C., as its
bankruptcy counsel.

Bennett Weston is expected to:

   a) assist the Debtors in performing their duties and
      responsibilities as debtors-in-possession under Section 521
      of the Bankruptcy Code;

   b) assist the Debtors in the preparation of their Schedules and
      Statements and in preparing and proposing a disclosure
      statement and plan or joint plan of reorganization;

   c) review the nature and validity of liens asserted against the
      property of the Debtors and advise the Debtors on the
      enforceability of those lieas;

   d) advise the Debtors concerning actions that might be taken to
      collect and recover property for the benefit of the Debtors'
      estates;

   e) advise the Debtors in preparing responses to applications,
      motions, pleadings, draft orders, notices, schedules and
      other documents and review all financial and other reports
      to be filed in the Debtors' chapter 11 cases;

   f) perform all other legal services that are necessary and
      needed in the Debtors' chapter 11 case.

Glenn A. Portman, Esq., a Member at Bennett Weston, is the lead
attorney for the Debtors.  Mr. Portman discloses that the Firm
received a $50,000 retainer.  Mr. Portman will bill the Debtors
$325 per hour for his services.

Bennett Weston has not yet submitted to the Debtors the hourly
rates for its professionals when the Debtors filed a request with
the Court to employ the Firm as their counsel.

Bennett Weston assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc., -- http://www.accinj.com/-- operate clinics that treat
patients with highly advanced therapy equipment and techniques.
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688).
When the Debtors filed for protection from their creditors, they
reported estimated assets and debts of $10 million to $50 million.


ACCIDENT & INJURY: Look for Bankruptcy Schedules on Mar. 10
-----------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas gave Accident & Injury Pain
Centers, Inc., and its debtor-affiliates more time to file their
Schedules of Assets and Liabilities, Statements of Financial
Affairs, and Schedules of Executory Contracts and Unexpired
Leases.  The Debtors have until March 10, 2005, to file those
documents.

The Debtors explain that in order to prepare the Schedules and
Statements, they must gather information from books, records, and
documents relating to multiple locations of clinics and multiple
contracts, leases, and other agreements.  Consequently, collection
of the information necessary to complete the Schedules and
Statements will require an expenditure of substantial time and
effort on the part of the Debtors' employees and counsel.

The Debtors add that because of the size and complexity of the
their chapter 11 cases and the competing demands upon their
employees to assist in efforts to stabilize business operations
during the initial post-petition period, it is likely that the
Debtors will be able to complete the Schedules and Statements
within 15 days after the Petition Date as required under the
Bankruptcy Code.

The Debtors assure Judge Hale that they are mobilizing their
employees to work diligently with their counsel in completing and
preparing the Schedules and Statements and submit those documents
on or before March 10.

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc., -- http://www.accinj.com/-- operate clinics that treat
patients with highly advanced therapy equipment and techniques.
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688).
Glenn A. Portman, Esq., at Bennett, Weston & LaJone, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of $10 million to $50 million.


ADVANCED MEDICAL: Moody's Puts B1 Rating on $100MM Term Loan B
--------------------------------------------------------------
Moody's Investors Service affirmed Advanced Medical Optics, Inc.'s
existing ratings and assigned a rating of B1 to Advanced Medical
$100 million Add-On Term Loan B and its $200 million senior
secured revolving credit facility (upsized from $100 million).
The outlook remains stable.

Both the Add-On Term Loan B and the upsized revolver were provided
for in the amendment to Advanced Medical's credit agreement dated
January 7, 2005.  The additional $100 million Term Loan B along
with approximately $85 million drawn from the revolving credit
facility will be used to finance the cash portion of the
previously announced acquisition of VISX, Inc., for approximately
$1.27 billion in cash and stock.  The acquisition is expected to
close in the second quarter of 2005.

In the third quarter of 2004, the company completed its June 2004
tender offer to purchase its outstanding 9.25% senior subordinated
notes due 2010. Accordingly, Moody's has withdrawn its B3 rating
on these bonds.

Moody's rating actions are:

Ratings affirmed:

   $194 million Guaranteed Senior Secured Term Loan B due 2009,
    rated B1 (amortized from $250 million)

   $350 million Convertible Senior Subordinated Notes due 2024,
    rated B3

   Senior Implied Rating -- B1

   Senior Unsecured Issuer Rating -- B2

   Outlook is stable

Ratings assigned:

   $100 million Guaranteed Senior Secured Add-On Term Loan B due
    2009, rated B1

   $200 million Guaranteed Senior Secured Revolver due 2009,
    rated B1 (upsized from $100 million)

Ratings withdrawn:

 $200 million 9.25% Guaranteed Senior Subordinated Notes due 2010

Moody's believes that the combination of Advanced Medical and
VISX, Inc. will be a good complementary and strategic fit for
Advanced Medical.  It will enable the company to establish a
strong position in the refractive surgery market, with a leading
worldwide installed base of lasers, and solidify refractive
offerings that include the company's existing microkeratome and
phakic intraocular lens products.

The combination will also diversify the company's business mix,
enabling the company to expand into a leadership position in a
third ophthalmic/eye care segment.  In addition, the company will
continue to gain scale and scope and will further strengthen its
position as a leading competitor, along with larger rivals Alcon
and Bausch & Lomb, in the ophthalmic surgical and eye care
markets.

Advanced Medical will finance the transaction conservatively, with
only approximately $185 million of the $1.27 billion purchase
price to be paid in cash.  Pro forma for the transaction for the
last twelve months ended September 24, 2004, adjusted free cash
flow coverage of debt would have been in the range of 6-10%.  EBIT
coverage of interest would have been approximately 8 times.

Partly offsetting the positive credit consideration is Moody's
concern about the aggressive pace of the company's acquisition
program and integration risks.  VISX, Inc. will be the second
material transaction AMO will be completing within a relatively
short time frame.  Moody's also notes the unsteady historical
performance of VISX as a credit concern.  VISX, Inc.'s recent
performance trends have been strong, and fundamentals for the
refractive laser industry have turned around.

However, due to the significant operating leverage of the
company's business, profitability can be significantly impacted by
an adverse change in economic conditions or a decline in procedure
volumes.  The potential impact on the combined entity, however,
should be more limited given its more diversified business mix as
compared to VISX, Inc. as a stand-alone company.

The outlook for the company is stable.

If the company makes significant progress in successfully
integrating VISX, Inc., continues to improve VISX's profitability
and continues to reduce debt, Moody's will consider upgrading the
ratings.  If Advanced Medical sustains a ratio of adjusted free
cash flow to adjusted debt of 10% or more, Moody's would consider
upgrading the rating.  Moody's will assess the potential for near
term acquisition activity and the likely effect such activity may
have on the company's credit profile.

The rating could be downgraded if Advanced Medical continues to
make significant investments in new or existing businesses that
heighten the financial risk of the enterprise.

Advanced Medical Optics, headquartered in Santa Ana, California,
is a global leader in the development, manufacturing and marketing
of ophthalmic surgical and contact lens care products.


AIR CANADA: Battles with AeroPlan Partners Over Trademark Use
-------------------------------------------------------------
AeroPlan Partners Co. LLC uses the AEROPLAN(R) service mark to
provide brokerage services for the purchase and sale of aircraft,
aircraft leasing services and services relating to the arranging
of aircraft financing.

AeroPlan Partners is a limited liability company organized and
existing under the laws of the State of Delaware.  AeroPlan
Partners' principal place of business is in Broward County,
Florida.

Thomas Borzilleri, owner of AeroPlan Partners, filed a federal
service mark application on May 6, 2002, for the mark AEROPLAN(R)
with the U.S. Patent and Trademark Office in International Class
036 for aircraft brokerage services and in International Class 039
for aircraft leasing services.  Mr. Borzilleri was issued a
certification of registration by the PTO on October 7, 2003.

On November 13, 2003, Air Canada filed two "intent to use"
applications for AEROPLAN -- one for words and one for a logo --
for these goods and services:

   1.  Computer programs relating to its frequent flyer program;

   2.  Printed matter relating to its frequent flyer program;

   3.  Credit card financing services; and

   4.  Air transportation services relating to its frequent flyer
       program.

The PTO refused registration of Air Canada's marks.  The PTO cited
AeroPlan Partners' registration against the Applications based on
the alleged likelihood of confusion pursuant to 29(d) under the
Trademark Act.

On December 2, 2004, Air Canada sent AeroPlan Partners a cease and
desist letter demanding that AeroPlan Partners stop using the
AEROPLAN(R) mark, assign the registration to Air Canada, and
assign any domain names incorporating AEROPLAN(R) to Air Canada.
On December 7, Air Canada filed a petition with the PTO to cancel
AeroPlan Partners' registration.

Air Canada asserts that AeroPlan Partners' ownership, use and
registration of the AEROPLAN(R) constitutes infringement of its
services mark and dilution under the Lanham Act.

           AeroPlan Partners Seeks Declaratory Judgment

On February 1, 2005, AeroPlan Partners initiated an action before
the U.S. District Court for the Southern District of Florida for
declaratory relief.  AeroPlan Partners sought judgment that no
likelihood of confusion exists between its use and Air Canada's
use of the AEROPLAN(R) mark.  AeroPlan Partners also asked the
Florida Court to find that it is not infringing on or diluting Air
Canada's use of its mark.  AeroPlan Partners wants Air Canada's
Petition to Cancel dismissed, with prejudice.

AeroPlan Partners offers a list of reasons to the Florida Court:

   (a) AeroPlan Partners and Air Canada are into different
       businesses.  AeroPlan Partners does not offer or sell a
       frequent flyer program.  Air Canada does not provide
       brokerage services for the purchase and sale of aircraft,
       aircraft leasing services, and services relating to the
       arranging of aircraft financing;

   (b) AeroPlan Partners' and Air Canada's services provided
       under the AEROPLAN(R) mark do not overlap and do not
       compete with each other;

   (c) AeroPlan Partners' customers are very sophisticated and
       occupy a specific market niche.  The average sales price
       of an airplane that AeroPlan Partners broke is $6,000,000,
       with the high end at about $16,000,000.  The average
       financial deal arranged by AeroPlan Partners is
       $6,000,000;

   (d) Unlike AeroPlan Partners' expensive services, there is no
       fee associated with Air Canada's frequent flyer program;

   (e) Customers of both companies' goods and services are not
       likely to overlap.  AeroPlan Partners' goods and services
       are sold to a very narrow group of sophisticated, wealthy
       business people within a narrow market and occupy a
       specific customer niche.  Air Canada's frequent flyer
       program is offered to its general customers;

   (f) AeroPlan Partners' services are not offered and
       distributed, and not marketed or advertised in the same
       channel of trade as Air Canada's frequent flyer program;

   (g) AeroPlan Partners advertises its services in select
       publications like the DuPont registry, Robb Report, AC
       Flyer, Plan Fax and Broker Net Executive Controller.  Air
       Canada does not advertise its frequent flyer program in
       any of these publications;

   (h) AeroPlan Partners adopted the AEROPLAN(R) mark in good
       faith;

   (i) There have been no known instances of actual confusion
       between AeroPlan Partners' use and Air Canada's use of the
       trademark in their business operations; and

   (j) Until Air Canada attempted to register its mark in the
       United States, it was unaware of AeroPlan Partners' use of
       the mark.

James A. Gale, Esq., Lawrence S. Gordon, Esq., and Erica W.
Stump, Esq., at Feldman Gale, P.A., in Miami, Florida, represent
AeroPlan Partners.

                      Jury Trial In December

District Court Judge James I. Cohn has set a December 12, 2005,
jury trial date on the matter.  Pre-trial discovery matters are
referred to Magistrate Judge Lurana S. Snow.

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

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

As of September 30, 2004, Air Canada's shareholders' deficit
narrowed to $611 million, compared to a $4.155 billion deficit at
December 31, 2004.


ALOHA AIRLINES: Dispatchers Agree to Ratify New Agreement
---------------------------------------------------------
Aloha Airlines' dispatchers and schedulers have voted to ratify a
new agreement, becoming the fourth of five employee groups to
accept new contracts.  With the Transport Workers Union
ratification, 94 percent of Aloha's workforce has agreed to cost-
cutting measures in support of the Company's plan to emerge from
bankruptcy protection.

Aloha's TWU voted overwhelmingly in favor of a new 52-month
contract, effective Jan. 1, 2005, through April 30, 2009.  The
unit represents 30 dispatchers and schedulers.

"We commend the TWU for coming through with this overwhelming vote
of confidence in support of our plan," said David A. Banmiller,
Aloha's president and chief executive officer.

At the same time, Aloha said members of the International
Association of Machinists and Aerospace Workers (IAM) District
Lodge 142 have voted down a proposed 52-month contract.  IAM
District Lodge 142 represents about 250 Aloha mechanics and
inspectors.

To continue the quick pace of progress toward early emergence from
bankruptcy protection, Aloha Airgroup, Inc., the parent company of
Aloha Airlines, Inc., will file a motion in the U.S. Bankruptcy
Court for the District of Hawaii, seeking interim financial relief
from the mechanics' current collective-bargaining agreement.

Aloha CEO Banmiller said the filing under Section 1113 of the U.S.
Bankruptcy Code does not preclude Aloha from obtaining consensual
agreements with the mechanics.

"This filing is an unfortunate step in light of the fact that 94
percent of our workforce has already ratified their agreements and
are prepared to do what's necessary to move the Company forward,"
said Mr. Banmiller.

The Court has already accepted Aloha's new agreements with the
International Association of Machinists and Aerospace Workers
(IAM) District Lodge 141 representing clerical, passenger service
and ramp service employees; as well as the Association of Flight
Attendants (AFA) and the Air Line Pilots Association (ALPA).

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


AMERICAN RESTAURANT: Disclosure Statement Hearing Set for Mar. 10
------------------------------------------------------------------
The Honorable Thomas B. Donovan of the U.S. Bankruptcy Court for
the Central District of California will convene a hearing at 10:00
a.m., on March 10, 2005, to consider the adequacy of the Fourth
Amended Disclosure Statement explaining the Joint Plan of
Reorganization filed by American Restaurant Group, Inc., and its
debtor-affiliates.

The Debtor filed their Fourth Amended Disclosure Statement on Jan.
31, 2005, after Judge Thomas B. Donovan ruled that the previous
iteration of that document did not provide creditors with enough
information.

The current Plan calls for a substantive consolidation of the
three Debtor entities.  The Debtors argue that provides the most
prompt recovery to Holders of Claims and Equity Interests.

The Plan's primary objectives are to:

   a) alter the Debtors' structure and business operations to
      permit them to emerge from their chapter 11 cases with a
      viable business and capital structure;

   b) improve the value of the ultimate recoveries to Holders of
      Allowed Claims and Allowed Equity Interests on a fair and
      equitable basis; and

   c) settle, compromise and otherwise dispose of certain Claims
      and Equity Interests on terms the Debtors believe to be fair
      and reasonable and in the best interests of the Debtors'
      estates and their creditors.

The Plan groups claims and interests into 11 classes.  Unimpaired
claims from Class 1 to 4 consist of Other Priority Claims,
Prepetition Credit Facility Claims and Other Secured Claims.
These four classes will be paid in full on or after the Effective
Date.

Class 9, consisting of Unimpaired Intercompany Claims, will not
receive any distributions under the Plan.  Class 10 and 11,
consisting of Equity Interests in Enterprises and Equity Interests
in Property Management, remain intact.

                  Creditors Will Own the Company

The Amended Disclosure Statement states that Impaired Claims that
consist of:

   a) Old Note Secured Claims, totaling $80.1 million, will
      be satisfied by delivering 84.6% of the New Common
      Stock in the Reorganized Company on the Effective Date;

   b) General Unsecured Claims will receive the remaining 15.4%
      slice of the New Equity in compromise of their claims on the
      Effective Date;

   c) Convenience Claims will receive a full cash distribution
      equal to the amount of allowed claims after the Effective
      Date; and

   d) Equity Interests in Old Common Stock will not receive any
      recovery or distributions under the Plan on account of those
      claims.

Objections to the Amended Disclosure Statement, if any, must be
filed and served by March 4, 2005.

Headquartered in Los Altos, California, American Restaurant Group,
Inc., through its subsidiaries operating as Stuart Anderson's,
specializes in U.S.D.A. Choice fresh-cut steak; seasoned, seared,
and slow-roasted prime rib; and a variety of seafood entrees
complete with 'all the fixin's'.  The company and its debtor-
affiliates filed a chapter 11 petition on Sept. 28, 2004 (Bankr.
C.D. Cal. Case No. 04-30732).  Thomas R. Kreller, Esq., at
Milbank, Tweed, Hadley & Mccloy represents the Debtors in their
restructuring efforts.  When the Debtor filed for bankruptcy
protection, it listed $77,873,000 in assets and $273,395,000 in
total debts.


ASSOCIATES MANUFACTURED: S&P Junks Class B-2 Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
B-1 & B-2 manufactured housing (MH) transactions from Associates
Manufactured Housing Contract Pass-Thru Certs Series 1996-2.

The lowered ratings reflect the continued adverse performance
trends exhibited by the underlying pools of MH installment sales
contracts and mortgage loans and the resulting deterioration of
credit enhancement.  The unfavorable market conditions that
continue to plague the MH industry have contributed to the poor
performance of these transactions.

The projected lifetime cumulative net losses for the five
transactions have significantly exceeded original expectations and
the current rating actions reflect revised assumptions about
cumulative lifetime net losses based on actual performance data
and expectations on future trends.  The higher losses exhibited by
these transactions continue to be driven by higher-than-expected
defaults and loss severities, as most of the underlying collateral
pools have deteriorated during the past few years.

All four of the issuers are no longer originating MH loans.
Historically, when a MH seller/servicer discontinues loan
originations or declares bankruptcy, dealer relations are
negatively impacted and, consequently, the ability to liquidate
repossession inventory at acceptable recovery rates becomes
impaired.  Consequently, Standard & Poor's does not believe the
credit enhancement for these transactions is sufficient to cover
remaining losses at the previous ratings.

                        Ratings Lowered
            Associates Manufactured Housing Contract
                   Pass-Thru Certs Series 1996-2

                               Rating
                    Class   To         From
                    -----   --         ----
                    B-1     BB+        BBB
                    B-2     CCC        B+


ATA AIRLINES: Wants to Reject KSM Billboard Agreements
------------------------------------------------------
ATA Airlines and its debtor-affiliates, through their agent Kelly
Scott & Madison and Viacom Outdoor Inc., are parties to five
billboard advertising display agreements.

On November 1, 2004, KSM, at the request of the Debtors, informed
Viacom that the Debtors want to cancel the contract and that
Viacom was free to sell the billboard space provided by the KSM
Agreements to another advertiser.  In conversations that occurred
thereafter, KSM reiterated to Viacom officials that the KSM
Agreements had been cancelled and that the Debtors would not be
liable for continued service under them.

The messages displayed on the outdoor billboards covered by the
KSM Agreements relate to business class travel with the Debtors.
Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the Debtors' efforts to convert aircraft to
implement a business class section have slowed since the Petition
Date.  As a result, the KSM Agreements are no longer critical to
the Debtors' marketing efforts.

Pursuant to Section 365 of the Bankruptcy Code, the Debtors seek
the United States Bankruptcy Court for the Southern District of
Indiana's authority to reject the KSM Agreements effective as of
November 1, 2004.

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)


ATLANTIS PLASTICS: S&P Junks $75 Million Junior Secured Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Atlanta, Georgia-based Atlantis Plastics, Inc.
At the same time, Standard & Poor's assigned its 'B' rating and
its recovery rating of '3' to the company's proposed $25 million
senior secured revolving credit facility due 2011 and $120 million
senior secured term loan B due 2011, based on preliminary terms
and conditions.  The rating on the senior secured credit facility
is the same as the corporate credit rating; this and the '3'
recovery rating indicate the expectation of a meaningful (50% to
80%) recovery of principal in the event of a default.

Standard & Poor's also assigned its 'CCC+' rating and its recovery
rating of '5' to the company's proposed $75 million junior secured
term loan C due 2012.  The rating on the junior secured term loan
is two notches below the corporate credit rating; this and the '5'
recovery rating indicate the expectation of negligible (0% to 25%)
recovery of principal in the event of a default.  Proceeds from
the transaction will be used to refinance the company's existing
credit facilities, to fund a $97 million dividend to shareholders,
and for fees and expenses.  The outlook is stable.

Standard & Poor's also withdrew its 'B' rating on the company's
proposed $105 million senior secured credit facilities, and its
'CCC+' rating on the proposed $125 million senior subordinated
notes, following the company's decision to pursue a $220 million
secured financing in lieu of the previously announced financing
plan.  Pro forma for the transaction, total debt will be about
$199 million.

"The company's defensible market positions in certain niche
segments, and growth prospects in injection-molded products should
help to offset the potential impact on operating margins of any
additional increases in already high raw-material costs or
lower-than-expected sales growth over the business cycle," said
Standard & Poor's credit analyst Liley Mehta.

The ratings on Atlantis Plastics reflect a very aggressive
financial profile, which overshadows its well-below-average
business risk profile in highly competitive, cyclical polyethylene
film and injection-molded plastic products, serving mainly
industrial customers.  With annual revenues of about $334 million,
Atlantis Plastics enjoys a competitive position in plastic films
(including stretch films and custom films and representing about
65% of revenues), stemming from a decent cost structure and
effective distribution capabilities.  Injection-molded products
(about 28% of sales) include components sold to original equipment
manufacturers (OEMs) mainly in the home appliance industry, and
siding panels for the home building industry and residential
replacement market.  Profile extruded products account for 7% of
sales and are used in recreational vehicles, mobile homes, and
other consumer and commercial products.


B&A CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: B&A Construction Co., Inc.
        1716 Candler Road
        Gainesville, Georgia 30507

Bankruptcy Case No.: 05-20421

Type of Business: The Debtor is a commercial, highway and
                  residential grading contractor.

Chapter 11 Petition Date: February 18, 2005

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, North East
                  Atlanta, GA 30303
                  Tel: 404-893-3880

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
J B Jones Drilling LLC        Trade                     $190,121
P.O. Box 817
Jasper, GA 30143

Er Snell                      Trade                     $175,163
P.O. Box 306
Snellville, GA 30078

Ferguson Enterprises          Trade                     $171,491
FEI #554
P.O. Box 100268
Atlanta, GA 30384

Martin Contracting            Trade                     $127,619

Southeast Culvert             Trade                     $119,787

Keating Brothers Inc.         Trade                     $116,983

John Hewell Trucking          Trade                     $106,180

Roger West                    Trade                     $103,866

APAC-Southeast                Trade                      $99,527

Dills Trucking                Trade                      $98,272

Action Concrete               Trade                      $78,463

J D Shuler Contracting        Trade                      $67,505

Stewart Melvin & Frost        Trade                      $58,543

Floyd & Associates            Trade                      $46,988

Atlanta Corrugating           Trade                      $41,623

Turpin                                                   $41,400

Tim Pitman                    Trade                      $41,410

Jasper Curb Inc.              Trade                      $36,751

Gilstrap Plumbing             Trade                      $31,735

Atlanta Erosion Consultants   Trade                      $25,773


BEAR STEARNS: Fitch Assigns BB Rating on $8.8 Mil. Private Class
----------------------------------------------------------------
Bear Stearns Asset-Backed Securities (BSABS) Trust, series 2005-1,
is rated by Fitch Ratings:

    -- $313,746,000 class A 'AAA';
    -- $37,689,000 class M-1 'AA';
    -- $18,549,000 class M-2 'A';
    -- $4,341,000 class M-3 'A-';
    -- $3,946,000 class M-4 'BBB+';
    -- $2,960,000 class M-5 'BBB';
    -- $4,538,000 class M-6 'BBB-'; and
    -- $8,880,000 privately offered class M-7 'BB'.

The 'AAA' rating on the senior certificates reflects the 22.35%
initial credit enhancement provided by:

        * 9.55% class M-1,
        * 4.70% class M-2,
        * 1.10% class M-3,
        * 1.00% class M-4,
        * 0.75% class M-5,
        * 1.15% class M-6,
        * 2.25% class M-7
          along with target
          overcollateralization
          -- OC -- of 1.85%.

In addition, the ratings on the certificates reflect the quality
of the underlying collateral, and Fitch's level of confidence in
the integrity of the legal and financial structure of the
transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of $
394,649,130.  As of the cut-off date (Jan. 1, 2005), the mortgage
loans had a weighted average loan-to-value ratio - LTV -- of
84.50%, weighted average coupon - WAC -- of 8.032%, weighted
average remaining term (WAM) of 329 months and an average
principal balance of $111,894.  Single-family properties account
for 70.87% of the mortgage pool, 2-4 family properties 10.53%, and
condos 5.22%.  Approximately 81.69% of the properties are owner
occupied.  The three largest state concentrations are:

        * California (27.62%),
        * Florida (7.44%),
        * Texas (5.80%).

Approximately 13.68% of the loans may be subject to special rules,
disclosure requirements and other provisions that were added to
the federal Truth-in-Lending Act by the Home Ownership and Equity
Protection Act of 1994, or HOEPA.  As to approximately 86.32% of
the mortgage loans, none of such 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, please see the press release issued May 1, 2003,
entitled, 'Fitch Revises Rating Criteria in Wake of Predatory
Lending Legislation,' available on the Fitch Ratings web site at
http://www.fitchratings.com/

Bear Stearns Asset Backed Securities I LLC deposited the loans
into the trust, which issued the certificates, representing
beneficial ownership in the trust.  Wells Fargo Bank, N.A. will
act as Trustee.  EMC Mortgage Corporation.  (rated 'RPS1' by
Fitch) will act as master servicer for this transaction.


BEVERLY ENT: Formation Capital Soliciting Votes for Board Election
------------------------------------------------------------------
Formation Capital, LLC, and its associates Appaloosa Management
L.P. and Franklin Mutual Advisers, LLC, said Arnold Whitman, CEO
of Formation, have filed a preliminary proxy statement with the
Securities and Exchange Commission to solicit proxies to elect six
candidates to the Board of Directors of Beverly Enterprises, Inc.
(NYSE: BEV) at the Company's upcoming 2005 annual meeting of
stockholders.

As previously announced, the nominees who will be standing for
election to the Beverly Board include:

   -- Jeffrey A. Brodsky, a Managing Director of Quest Turnaround
      Advisors, LLC;

   -- John J. Durso, a partner of the Chicago office of the law
      firm Michael Best & Friedrich LLP, where he has chaired the
      national Long-Term Care Practice Group;

   -- Philip L. Maslowe, former Executive Vice President and Chief
      Financial Officer of The Wackenhut Corporation and of
      KinderCare Learning Centers, Inc.;

   -- Charles M. Masson, a managing partner of Masson & Company,
      LLC, a firm providing interim and crisis management,
      turnaround consulting and assessment, and financial
      restructuring services;

   -- Mohsin Y. Meghji, a Principal of Loughlin Meghji + Company,
      a financial advisory boutique specializing in advising
      management, investors and lenders in relation to
      transactions involving financially challenged companies; and

   -- Guy Sansone, a Managing Director at Alvarez & Marsal, LLC, a
      global professional services firm specializing in turnaround
      management and corporate restructuring.

Additional biographical information on the nominees is available
in the proxy statement.

On Feb. 18, 2005, Arnold Whitman filed a preliminary proxy
statement with the SEC for the solicitation of the stockholders of
Beverly Enterprises in connection with the Company's 2005 annual
meeting of stockholders.  Security holders of Beverly Enterprises
are urged to read the preliminary proxy statement (and, when it
becomes available, the definitive proxy statement) and any other
proxy solicitation materials filed by Mr. Whitman because they
contain (or will contain) important information.

Mr. Whitman and certain other persons may be deemed to be
"participants in the solicitation" of the stockholders of Beverly
Enterprises in connection with the Company's 2005 annual meeting
of stockholders.  A list of these persons and a description of
their interests in the solicitation is included in the preliminary
proxy statement.

Investors may obtain a free copy of the preliminary proxy
statement (and, when it becomes available, the definitive proxy
statement) and other documents filed by Mr. Whitman with the SEC
at the SEC's website at http://www.sec.gov/Investors will also be
able to obtain a free copy of the preliminary proxy statement
(and, when it becomes available, the definitive proxy statement)
and these other documents by contacting MacKenzie Partners, Inc.,
the proxy solicitor retained in connection with the solicitation,
at (212) 929-5500 (call collect) or (800) 322-2885 (toll-free) or
by email at proxy@mackenziepartners.com

                        About the Company

Beverly Enterprises, Inc. and its operating subsidiaries are
leading providers of healthcare services to the elderly in the
United States. BEI, through its subsidiaries, currently operates
351 skilled nursing facilities, as well as 18 assisted living
centers, and 53 hospice and home health centers. Through Aegis
Therapies, BEI also offers rehabilitative services on a contract
basis to facilities operated by other care providers.

                          *     *     *

Beverly Enterprises' 9-5/8% Senior Notes Due 2009 currently carry
Moody's B1 Rating, Standard & Poor's B+ Rating, and Fitch's BB-
Rating.


BIO-RAD LAB: Earns $17.1 Million of Net Income in Fourth Quarter
----------------------------------------------------------------
Bio-Rad Laboratories, Inc. (Amex: BIO; BIOb), a multinational
manufacturer and distributor of life science research products and
clinical diagnostics, reported financial results for the fourth
quarter ended December 31, 2004.  Fourth-quarter net sales from
continuing operations were $307.9 million, up 19.3 percent
compared to the $258.1 million reported for the same quarter of
2003.  On a currency-neutral basis, revenues were up 14.1 percent
versus fourth-quarter 2003 results.  This growth was largely due
to a combination of events including organic growth in Bio-Rad's
two main business segments and the addition of MJ GeneWorks
products to the Company's portfolio.  For the quarter, income from
continuing operations was $17.1 million compared to $18.6 million
in the fourth quarter of last year.

For the full year, overall Company sales from continuing
operations grew by 11.3 percent to $1,090.0 million compared to
$979.6 million in 2003.  Normalizing for the impact of currency
effects, growth was 5.5 percent.  Year-over-year income from
continuing operations fell by 14.2 percent to $66.3 million, from
$77.3 million due to the Company's acquisition and integration of
MJ GeneWorks which included more than $14 million of one-time
costs, continued investment in R&D and infrastructure development
projects, and additional expenses associated with Sarbanes-Oxley
Act compliance.  Full-year gross margin from continuing operations
was 56.0 percent, down slightly compared to 56.8 percent over the
same period of 2003.

                     Fourth-Quarter Highlights

Overall net sales from continuing operations for the fourth
quarter grew by 19.3 percent versus fourth-quarter 2003 results.
Fourth-quarter basic earnings from continuing operations were
$0.66 per share, or $0.65 per share on a diluted basis, compared
to $0.73 and $0.71, respectively, in the same period of last year.
Segment net sales for the quarter were 21.6 percent higher for the
Life Science segment and 17.1 percent higher for the Clinical
Diagnostics segment compared to their respective figures in 2003.
During the quarter, Bio-Rad sold $200 million aggregate principal
amount of 6.125% Senior Subordinated Notes due 2014 in a private
offering.

Life Science segment net sales for the quarter were $148.5
million, 21.6 percent higher than last year's comparable period.
On a currency-neutral basis, segment sales grew by 16.4 percent.
Full-year reported sales from continuing operations were $504.7
million for the segment, up 10.6 percent over the previous year,
or 4.8 percent on a currency-neutral basis. Performance in this
segment was boosted by the addition of acquired MJ GeneWorks
products and by increased sales in several product areas including
multiplex array technology and amplification reagents.  During the
quarter, the Life Science Group launched a number of products
including the new Experion(TM) Automated Electrophoresis System, a
novel approach to RNA and protein analysis and separation that
will revolutionize the way electrophoresis is performed.  The Life
Science segment was negatively impacted by price erosion in the
BSE (bovine spongiform encephalopathy or mad cow disease) product
line, which was partially offset by a continued expansion in unit
volume.

The Clinical Diagnostics segment reported net sales of $156.7
million for the quarter, up 17.1 percent compared to the fourth
quarter of 2003, or 11.9 percent excluding currency effects.
Full-year segment sales from continuing operations were $576.4
million, a 12.0 percent increase compared to 2003 results, or 6.3
percent excluding currency effects. These results are due in part
to continued growth in the blood virus, diabetes monitoring and
quality controls product lines.  During the quarter, the Company
received marketing clearance from the U.S. Food and Drug
Administration (FDA) for its new BioPlex(TM)2200 system, a
revolutionary new immunoassay platform that employs multiplexing
technology to analyze for multiple disease states from single
patient samples.  Bio-Rad also received approval from the FDA for
its new Multispot HIV-1/HIV-2 Rapid Test, the only single-use
assay to be approved by the FDA for the detection and
differentiation of HIV-1 and HIV-2 antibodies.  Also during the
quarter, the Clinical Diagnostics Group won a major blood-bank
tender in Russia, making Bio-Rad the largest supplier of HIV and
hepatitis blood screening products in that country.

                         2004 Highlights

   -- Full-year Company sales from continuing operations grew by
      11.3 percent to $1,090.0 million.

   -- Year-over-year income from continuing operations fell by
      14.2 percent to $66.3 million from $77.3 million in 2003.

   -- In March, the Company purchased the assets of Hematronix
      Inc. for approximately $17 million in cash. This acquisition
      further enhances Bio-Rad's leadership position in the
      quality-control management industry.

   -- In August, the Company purchased MJ GeneWorks, Inc. and its
      subsidiaries, including MJ Research, Inc., for approximately
      $31 million in cash and the assumption of certain
      liabilities of those companies. The acquisition
      significantly enhances Bio-Rad's portfolio of gene
      expression products.

"2004 was as much a year of investment as it was of continued
progress.  The year brought increased organic growth in our core
businesses, expansion of our product lines through new product
introductions and strategic acquisitions, infrastructure
improvements and increased R&D," said Norman Schwartz, President
and Chief Executive Officer.  "These efforts give Bio-Rad a larger
proprietary-technology base, improved operational systems and an
increased presence in certain key markets, all of which help
strengthen the foundation for future success."

                        About the Company

Bio-Rad Laboratories, Inc., is a multinational manufacturer and
distributor of life science research products and clinical
diagnostics. It is based in Hercules, California, and serves more
than 70,000 research and industry customers worldwide through a
network of more than 30 wholly owned subsidiary offices.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Moody's Investors Service assigned a rating of Ba3 to Bio-Rad
Laboratories' $200 million senior unsecured subordinated notes,
due 2014. The ratings outlook has been changed to stable from
positive.

New ratings assigned:

   * Bio Rad Laboratories $200 million Senior Unsecured
     Subordinated Notes, due 2014, rated Ba3

Ratings affirmed:

   * Bio Rad Laboratories Senior Implied Rating, Ba2

   * Bio Rad Laboratories Senior Unsecured Rating, Ba2

   * Bio Rad Laboratories $225 million Senior Unsecured
     Subordinated Notes, due 2013, Ba3


BOMBARDIER CAPITAL: S&P Junks Six Certificate Classes
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from manufactured housing (MH) transactions from
Bombardier Capital Mortgage Securitization Corp., Series 1998-C
and 1999-A.

The lowered ratings reflect the continued adverse performance
trends exhibited by the underlying pools of MH installment sales
contracts and mortgage loans and the resulting deterioration of
credit enhancement.  The unfavorable market conditions that
continue to plague the MH industry have contributed to the poor
performance of these transactions.

The projected lifetime cumulative net losses for the five
transactions have significantly exceeded original expectations and
the current rating actions reflect revised assumptions about
cumulative lifetime net losses based on actual performance data
and expectations on future trends.  The higher losses exhibited by
these transactions continue to be driven by higher-than-expected
defaults and loss severities, as most of the underlying collateral
pools have deteriorated during the past few years.

All four of the issuers are no longer originating MH loans.
Historically, when a MH seller/servicer discontinues loan
originations or declares bankruptcy, dealer relations are
negatively impacted and, consequently, the ability to liquidate
repossession inventory at acceptable recovery rates becomes
impaired.  Consequently, Standard & Poor's does not believe the
credit enhancement for these transactions is sufficient to cover
remaining losses at the previous ratings.

                        Ratings Lowered
        Bombardier Capital Mortgage Securitization Corp.
                         Series 1998-C

                               Rating
                    Class   To         From
                    -----   --         ----
                    A-1     BB-        BB+
                    M-1     CCC+       B
                    M-2     CCC        CCC+
                    B-1     CCC-       CCC

         Bombardier Capital Mortgage Securitization Corp.
                         Series 1999-A

                               Rating
                    Class   To         From
                    -----   --         ----
                    A-2     B+         BB
                    A-3     B+         BB
                    A-4     B+         BB
                    A-5     B+         BB
                    M-1     CCC+       B-
                    M-2     CCC-       CCC+
                    B-1     CC         CCC


C-BASS: Moody's Reviewing Class 2B-5 & B-2 Certs. for Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade and downgrade four certificates from two transactions,
issued by C-Bass ABS, LLC.  The transactions are backed by other
residential mortgage backed securities.

The Class 1B-1 and 1B-2 certificates from Series 1997-3 are being
placed on review for upgrade based on the performance of the
underlying securities as well as the level of credit enhancement
provided by the subordinated classes.  The class 2B-5 is placed on
review for downgrade based on the weak performance of the
underlying security and reduced credit enhancement level relative
to the current projected losses of the underlying security.

The Class B-2 certificate from Series 1998-2 is placed on review
for downgrade based on the weak performance of the underlying
securities with historical and expected cumulative losses
exceeding original expectations.

The complete rating actions are:

  -- Issuer: C-Bass ABS, LLC

     Review for upgrade:

     * Series 1997-3; Class 1B-1, current rating Aa2, under review
       for possible upgrade

     * Series 1997-3; Class 1B-2, current rating A2, under review
       for possible upgrade

     Review for downgrade:

     * Series 1997-3; Class 2B-5, current rating B2, under review
       for possible downgrade

     * Series 1998-2; Class B-2, current rating Ba2, under review
       for possible downgrade


CATHOLIC CHURCH: Spokane Litigants Want to Retain Esposito George
-----------------------------------------------------------------
According to Richard Frizzell, Chairman of the Official Tort
Litigants Committee, the Diocese of Spokane's Chapter 11 case
presents unique issues of law and fact.  Property issues, which
are first-day issues in any bankruptcy filing, are undoubtedly the
principal issue in Spokane's case, including:

   * the questions raised by Spokane's proposed cash management
     order, which has already been objected to by the Litigants
     Committee; and

   * the avoidance powers of the Trustee or the Debtors for which
     the Litigants Committee has already sought authority to
     pursue.

In addition, it is anticipated that there will be:

   -- issues to vacate the bankruptcy stay; resistance to removal
      actions and motions for remand, withdrawal of reference
      issues; and issues regarding the Court's jurisdiction, core
      versus non-core proceedings, timing and propriety of claim
      filings, identity of claimants, whether claims will be
      fully adjudicated by trial in state or federal court or
      under what circumstances and for what purpose may be
      estimated by the Bankruptcy Court;

   -- issues regarding plan confirmation standards, liquidation
      analysis, employment issues, accounting issues, and
      avoidance actions;

   -- evaluation of claims, proposed asset sales and disposition,
      financing arrangements, Spokane's rights and obligations as
      well as the desirability of either assuming or rejecting
      executory contracts;

   -- issues whether a Chapter 11 trustee should be appointed, or
      in the alternative, whether the case should be converted to
      a Chapter 7;

   -- evaluation of claims and litigation matters; and

   -- claims bar date issues and the effect or desirability of
      filing proofs of claim and when.

To assist in addressing these issues, the Litigants Committee
seeks authority from the U.S. Bankruptcy Court for the Eastern
District of Washington to retain Esposito, George & Campbell,
PLLC, as its counsel.

Mr. Frizzell informs the Court that Esposito has 21 years of
experience practicing bankruptcy law, is certified by the
American Bankruptcy Board of Certification, and has practiced
almost exclusively bankruptcy or bankruptcy-related issues for the
21-year period.  Esposito has done extensive work for local panel
Chapter 7 trustees, including the firm's partner, Joseph A.
Esposito, who has represented hundreds of debtors, as well as
creditors, in Chapters 12, 11, 13 and 7.  Esposito is also
admitted to the states of Washington, Idaho, and Arizona, as well
as related federal courts and specifically the Eastern District of
Washington Bankruptcy and Federal District courts.

In exchange for its services, Esposito will be paid based on its
hourly rates:

     John W. Campbell                    $200
     Richard M. George                   $225
     Joseph A. Esposito                  $225

Mr. Frizzell assures Judge Williams that Esposito 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.

Mr. Frizzell notes that on December 4, 2004, John W. Campbell, a
member of Esposito, attended a meeting with a representative and
certain members of a group of sexual abuse survivors, which was an
unofficial creditors committee but, as a result of negotiation
with the U.S. Trustee, is identified in further pleadings as "the
unofficial clergy sex abuse survivors group."  Mr. Frizzell does
not believe that that unofficial group could be classified as a
creditor as defined by Section 101(10) of the Bankruptcy Code.
Therefore, Esposito has not and does not represent an entity
classified as a creditor.

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)


CLEARLY CANADIAN: Obtains Additional Financing from BG Capital
--------------------------------------------------------------
Clearly Canadian Beverage Corporation (CNQ:CCBC)(OTCBB:CCBC) has
completed short term financing arrangements with BG Capital Group
Ltd.

BG Capital has advanced US$1,000,000 to Clearly Canadian under a
secured loan agreement and demand note.  The BG Capital Loan bears
interest at a rate of 10% per annum and is payable within 90 days,
if demand for repayment is made by BG Capital.  As well, from the
Company's perspective, if it chooses to seek additional financing
from any third parties, then it will be required to pay a penalty
or break fee to BG Capital.  Such penalty would require Clearly
Canadian to pay all accrued and unpaid interest at the time of
such prepayment of the BG Capital Loan at a rate of 50% per annum.

Going forward, it will be necessary for Clearly Canadian to secure
additional financing in order to support the Company's operations
and relations with existing suppliers and vendors and to allow for
more aggressive marketing and sales activities for its beverage
products.

                         About BG Capital

BG Capital Group is a merchant bank specializing in small to mid-
cap growth opportunities. Its holdings include 100%, 50% and
largest shareholder positions in numerous public and private
companies throughout the United States and Canada, all of which
are profitable, with cumulative revenues in excess of US$100
million. BG Capital has over 20 years of investor relations
experience as well as in-depth marketing and financial management
expertise. It has an incredible track record of success in
identifying promising enterprises and profitably growing them with
an effective hands-on management style.

                      About Clearly Canadian

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

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


ELIZABETH ARDEN: S&P Revises Outlook on Low-B Ratings to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on prestige
beauty products company Elizabeth Arden, Inc., to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'B+' corporate credit rating.
Approximately $225 million of rated debt is affected by this
action.

"The revised outlook is based on Elizabeth Arden's improved
operating performance resulting from successful new product
launches and improved efficiencies.  Sales increases in the key
second quarter holiday season, resulting from successful launches
of Elizabeth Arden Provocative Woman and Curious Britney Spears
and cost savings, have helped improve cash flow and reduce
leverage.  The ratings could be raised over the near to
intermediate term if Elizabeth Arden continues to effectively
manage new product introductions and reduce leverage," said
Standard & Poor's credit analyst Patrick Jeffrey.

The company's sales rose 8% in the first six months of fiscal
2005, primarily because of recent product launches of Curious
Britney Spears and Elizabeth Arden Provocative Woman products.
However, operating margins of 12.8% for the 12 months ended
Dec. 31, 2004, are flat compared to operating margins achieved in
the fiscal year ended Jan. 31, 2004.  Higher advertising expenses
to promote new product launches and higher product development
costs have offset increased sales and cost savings.  New product
launches, particularly the launch of Curious Britney Spears in
additional international markets, are expected to continue to help
drive sales and improve operating margins in the near term.  The
company maintains a diverse distribution channel selling through
both department stores and the mass retail channel with about 67%
of its sales in the North America.


EMBARCADERO AIRCRAFT: S&P's Rating on Class C Notes Tumbles to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Embarcadero Aircraft Securitization Trust's class C notes to 'D'
from 'CC' after the class C noteholders did not receive their full
interest payment on the February payment date.

The 'BB' rating and the negative outlook on the class A-1 and A-2
notes remains unchanged since they were downgraded March 24, 2004.

Embarcadero Aircraft Securitization Trust or EAST is a
securitization backed by a pool of 34 aircraft operating leases
originated by Lehman Brothers, Inc., and GATX Capital Corp. in
August 2000.  Since 2002, collections available to service the
notes have been under tremendous stress as a result of lessee
defaults, reductions in aircraft lease rates, and increases in
aircraft-related expenses.

Funds in class-specific reserve accounts have been drawn on to
cover note interest on payment dates on which available
collections are insufficient to pay note interest based on the
transaction's payment priority.  The class C cash reserve has been
consistently drawn since January 2002 and was depleted on the
February payment date.  Currently, the class A cash reserve
account has been fully replenished to its required amount.


EXIDE TECHNOLOGIES: S&P Slices Corporate Credit Rating to B+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'B+' from 'BB-'.

"The action was taken because of the company's weak operating
performance amid high commodity costs, and increased debt levels
that will result from a proposed new debt offering.  It also
reflects the difficult operating environment facing the company,"
said Standard & Poor's credit analyst Martin King.

Lawrenceville, New Jersey-based Exide has pro forma total debt,
including the present value of operating leases, of about
$750 million.  The rating outlook is negative.

At the same time, Standard & Poor's assigned a 'B' rating to
Exide's proposed $350 million of senior notes due 2013, to be
issued under rule 144A with registration rights.  The notching on
the senior notes reflects their junior position relative to
Exide's secured bank debt, operating leases, and liabilities of
Exide's non-domestic subsidiaries, which are not guaranteeing the
notes.  These factors are partially offset by the moderate
geographic diversity of Exide's operations and an intercompany
note payable to Exide Technologies from its foreign subsidiaries.

The rating on Exide's senior secured bank credit facility, which
is being reduced with a portion of the proceeds from the senior
notes, was affirmed at 'BB-'; however the recovery rating was
raised to '1' from '3' because of the improved expected recovery
resulting from the proposed facility reduction.  The bank loan
rating and the recovery rating reflect our expectation that
lenders will receive full recovery of principal in the event of a
default.

Exide is a global manufacturer of transportation and industrial
batteries.  It has suffered from the dramatic rise in the cost of
lead, a key component in battery production that now makes up
about one-third of Exide's cost of sales.  Average lead prices
rose 70% during the first nine months of fiscal 2005 from the
year-earlier period, and cost recovery was moderate.

A portion of the proceeds from the new debt offering will be used
to increase liquidity, which is necessary to support Exide's
funding requirements during the next few years, including
restructuring spending, pension contributions, capital
investments, and debt service.  We do not expect Exide to generate
positive free cash flow during the next few years, but improvement
in EBITDA should come from expanded restructuring activities and
increased raw material cost recovery, provided lead costs remain
stable or decline, which should result in modest improvements in
debt leverage.


FEDERAL-MOGUL: Leases Smyrna Facility to House Distribution Center
------------------------------------------------------------------
In March 2004, Federal-Mogul Corporation lost its distribution
center in Smithville, Tennessee to fire.  The Smithville Facility
was used to distribute aftermarket chassis parts for the TRW and
Moog brands.  As a result, FM Corporation relocated its operations
in a facility in Smyrna, Tennessee, 60 miles away from Smithville.
SouthPark Warehouse II Acquisition Corporation, a REIT, owns the
facility.  FM Corporation subleased the facility from Graybar
Electric for $2.40 per square foot, for the duration of Graybar's
lease.  Graybar Electric's lease tenure will end on Dec. 31, 2005.

Because FM Corporation needs a facility to serve as its
distribution center, FM Corporation examined potential locations
that might serve for that purpose after December 31, 2005. The
main alternatives were:

    (1) rebuilding in Smithville;
    (2) staying at the Smyrna Facility; or
    (3) finding another location in the area.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, in Wilmington, Delaware, tells the Court that FM
Corporation enlisted the help of a leading real estate broker,
Jones Lang Lasalle, to evaluate the possibilities in the area.  FM
Corporation discovered that there are no other suitable Tier 1
facilities currently existing in the area.  There are some other
facilities being constructed in central Tennessee, but they are
insufficiently far away from Smyrna and Smithville that FM
Corporation would lose much of the trained personnel that
currently work at Smyrna.  Furthermore, the relocation would
require FM Corporation to incur approximately $500,000 in
relocation expenses.

The Debtors decided that remaining in the Smyrna Facility was the
better alternative than building a new facility.  The Smyrna
facility had significant advantages over the Smithville location
that could not be replicated through building a new facility and
because an additional relocation could disrupt FM Corporation's
operations.  The Smyrna Facility's location is better situated for
shipping products to FM Corporation's customers than Smithville
because Smyrna has a stronger local infrastructure, is in an
industrial park near other manufacturers, and is more easily
accessible than Smithville.  Furthermore, FM Corporation already
had lost many of the personnel from the Smithville operations and
was unlikely to be able to rehire them after the period necessary
to rebuild at Smithville.  Finally, having already endured the
disruption to service of FM Corporation customers caused by
relocation from Smithville to Smyrna, a second interruption would
be extremely detrimental to FM Corporation's relationship with its
customers.

FM Corporation decided to attempt to enter into a long-term lease
at the Smyrna Facility rather than construct at Smithville.  The
negotiations over the Smyrna Lease were complex and difficult.
SouthPark expressed particular discomfort with entering into a
long-tem lease with a tenant in Chapter 11.  SouthPark sought a
letter of credit or at least a substantial security deposit to
guarantee FM Corporation's obligations under the Smyrna Lease.

Ultimately, FM Corporation was able to negotiate a five-year lease
commencing on January 1, 2006, that requires no cash security
deposit or letter of credit unless FM Corporation is unable to
establish after emerging from its Chapter 11 case that FM
Corporation is sufficiently solvent to fulfill its obligations.
The base rental rate is $83,750 per month plus real property
taxes, insurance premiums, and common area expenses.  FM
Corporation's total obligations under the Smyrna Lease are
approximately $3.35 per square foot, and are consistent with the
market rates for similar facilities in the area.

                           *     *     *

Judge Lyons approves FM Corporation's entry into the Smyrna
Lease.  The Smyrna Lease will permit FM Corporation to house a
distribution center in Tennessee at market rental rates until at
least 2011.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities. (Federal-Mogul
Bankruptcy News, Issue Nos. 73; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FURNAS COUNTY: Wants Plan Filing Period Extended Until May 20
-------------------------------------------------------------
Furnas County Farms and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Nebraska for an extension
until May 20, 2005, of their exclusive period to file a chapter 11
plan.

The Debtors and their secured creditors tell the Court they need
more time to agree whether to dismiss the chapter 11 cases or to
formulate a chapter 11 plan.

Headquartered in Columbus, Nebraska, Furnas County Farms operated
the largest swine operations in Nebraska, South Dakota and Iowa.
The Company, along with its affiliates, filed for chapter 11
protection (Bankr. D. Neb. Case No. 04-81489) on May 3, 2004.
James Overcash, Esq., and Joseph H. Badami, Esq., at Woods &
Aitken, LLP, represent the Debtors.  When the Debtor filed for
protection from its creditors, it listed over $50  million in
estimated assets and over $100 million in estimated liabilities.


GRUPO IUSACELL: Dec. 31 Balance Sheet Upside-Down by Ps$1.1 Mil.
----------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) reported
unaudited financial results for the fourth quarter 2004 (in
Mexican pesos).

Grupo Iusacell recorded a 6% growth in revenue to Ps$1,422 million
for the fourth quarter of 2004, compared to Ps$1,343 million for
the same period in 2003.  For the year 2004, the Company recorded
a 9% revenue growth to Ps$5,431 million, compared to Ps$4,984
million for the previous year.

Operating income before depreciation and amortization decreased to
Ps$43 million for the fourth quarter 2004 from Ps$91 million for
the corresponding 2003 period.  However, Iusacell increased
operating income before depreciation and amortization to Ps$654
million in the year 2004, representing an increase of Ps$95
million over 2003.  This reduced the fourth quarter's net loss to
Ps$363 million compared to a Ps$1,386 million net loss in the
fourth quarter of 2003, and also reduced the year's net loss to
Ps$1,989 million, compared to a Ps$4,953 million net loss reported
for 2003.

Grupo Iusacell ended the year with a subscriber base of 1.46
million, up 15% from 2003.

Revenues for the fourth quarter 2004 increased 6% to Ps$1,422
million, from Ps$1,343 million for the same period in 2003.  For
the year 2004, revenues increased 9% to Ps$5,431 million, from
Ps$4,984 million in 2003, mainly reflecting an increase in service
revenues as a result of:

   (1) an increase in postpaid revenues,
   (2) an increase in airtime sales,
   (3) a higher subscriber base and
   (4) an increase in telephone sales.

During the fourth quarter 2004, total costs increased 21% to
Ps$883 million as compared to Ps$732 million during the same
period the previous year.  For the year, total costs increased 27%
over 2003.  The increase resulted mainly from:

   (1) a higher subsidy for terminals,
   (2) cost increase associated with larger gross additions and
   (3) the obsolescence of certain telephone models which,
       according to company policies, were charged to results of
       operations.

For the fourth quarter of 2004, operating expenses reached Ps$496
million, which was 5% lower than the Ps$520 million recorded for
the fourth quarter 2003.  For the full year 2004, the Company
reported an 18% decrease to Ps$1,561 million, as compared to
Ps$1,904 million in 2003.

Iusacell reported operating income before depreciation and
amortization of Ps$43 million for the fourth quarter of 2004, a
53% reduction over Ps$91 million for the corresponding quarter in
2003, mainly as a result of a quarterly increase in sales costs
and a reduction in handset revenues and tower sales. In spite of
this, however, the Company ended 2004 with operating income before
depreciation and amortization of Ps$654 million, up 17% from the
Ps$558 million recorded for 2003.

Quarterly net loss fell to Ps$363 million as compared to a
Ps$1,386 million loss in the corresponding quarter in 2003. For
the year, the Company reported a 60% reduction in net loss, going
from Ps$4,953 million in 2003 to Ps$1,989 million in 2004.

In the last quarter of 2004, the Company invested approximately
US$9 million. Combined with US$31 million invested in previous
quarters, Iusacell invested a total of approximately US$40 million
in 2004, which mainly went toward expanding the capacity and
coverage area of Iusacell's 3G network.

                        Recent Events

Nationwide Launch of Push to Talk (PTT)

As announced in the third quarter of 2004, Iusacell launched the
RADIO PLUS service, better known as Push to Talk or PTT, in
Mexico's region 8.  However, during the last quarter of 2004, the
Company launched this service nationwide, giving customers
immediate and unlimited connection to Iusacell coverage areas in
radio mode and allowing them to experience direct one-button
communication with up to five people at a time, with no long-
distance or roaming charges.

Tower Sales

During the fourth quarter of 2004, the Company sold and leased
back 29 towers to MATC, for approximately Ps$67 million in net
revenue, which was completely reinvested in Company operations.

Debt Restructuring

The Company continues negotiations with various creditors in an
effort to reach a comprehensive debt restructuring agreement in
the shortest time possible.

                        About the Company

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE and BMV: CEL) is a
wireless cellular and PCS service provider in Mexico encompassing
a total of approximately 92 million POPs, representing
approximately 90% of the country's total population.

Independent of the negotiations towards the restructuring of its
debt, Iusacell reinforces its commitment with customers, employees
and suppliers and guarantees the highest quality standards in its
daily operations offering more and better voice communication and
data services through state-of-the-art technology, such as its new
3G network, throughout all of the regions in which it operates.

At Dec. 31, 2004, Grupo Iusacell's balance sheet showed a
Ps$1,079,166 stockholders' deficit, compared to a Ps$903,927 of
positive equity at Dec. 31, 2003.


HEADWATERS INC: Equity Issue Plan Cues S&P to Review Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services placed its '3' recovery ratings
on Headwaters Inc.'s revolving credit facility and first-lien term
loan on CreditWatch with positive implications.

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

"The action follows Headwaters' announcement that it plans to
issue common equity and use expected net proceeds of about
$180 million to reduce debt," said Standard & Poor's credit
analyst Cynthia Werneth.  Debt totaled $960 million, including
capitalized operating leases, at Dec. 31, 2004.

However, if the planned amount of equity is raised and used to
reduce debt, Standard & Poor's will revise its outlook on
Headwaters to positive from stable.  With a lighter debt burden,
free cash generation should be stronger, positioning the company
to further improve its financial profile and potentially merit
slightly higher ratings within the next few years.

Headwaters plans to use $50 million of the equity proceeds to
reduce its second-lien bank debt and the remainder to reduce its
first-lien bank debt, of which $50 million has already been repaid
since the loan's inception last fall.  If the contemplated amount
of equity is raised and used for debt reduction, the recovery
ratings on these facilities will be raised to '2' (indicating the
likelihood of substantial recovery -- 80% to 100% -- in a default
scenario) from '3' (meaningful recovery or 50% to 80%).

                  About Headwaters Incorporated

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


HUMAN GENOME: S&P Cancels Ratings Due to Lack of Investor Interest
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew the ratings on
Rockville, Maryland-based emerging pharmaceutical company Human
Genome Sciences, Inc., have been withdrawn due to lack of investor
interest.

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Standard & Poor's assigned a 'CCC' subordinated debt rating to the
proposed $250 million, 2.25% convertible subordinated debt issue
of Human Genome Sciences, Inc., a development-stage
biopharmaceutical company.  The amount of the notes can be
increased by $50 million and the debt will mature in 2011.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit rating on Human Genome.  All of the net proceeds from the
offering will be used to repurchase a portion of the company's
outstanding convertible subordinated debt, $500 million of which
is due in early 2007.


INDEPENDENCE III: Moody's Pares Rating on Two Class C Notes
-----------------------------------------------------------
Moody's Investors Service announced that it had lowered the
ratings of two classes of notes issued by Independence III CDO,
Ltd.:

   1) to A1 (from Aa2), the U.S. $18,000,000 Class B Second
      Priority Floating Rate Term Notes, Due 2037; and

   2) to Ba3 (from Baa2), the U.S. $7,000,000 Class C-1 Third
      Priority Floating Rate Term Notes, Due 2037 and U.S.
      $15,000,000 Class C-2 Third Priority Fixed Rate Term Notes,
      Due 2037.

Moody's indicated that both classes of notes had been under review
for downgrade at the time of its rating action and announced that
they would both remain under review for further possible
downgrade.  Independence Fixed Income LLC is the collateral
manager of the transaction.  Moody's noted that this transaction,
backed primarily by structured finance securities, closed on May
9, 2002.

According to Moody's, its rating action reflects concern over
deterioration in the credit quality, in particular in the weighted
average rating factor of the collateral pool.  Moody's noted that
in the most recent monthly report on the transaction, nearly 25%
of the collateral pool had a Moody's rating below Baa3 (10% limit)
and that the weighted average rating factor was 1389 (475 limit).

Rating Action: Downgrade And Review For Downgrade

Issuer: Independence III CDO, Ltd.

Class Description: U.S. $18,000,000 Class B Second Priority
Floating Rate Term Notes, Due 2037

Prior Rating: Aa2 (under review for downgrade)

Current Rating: A1 (under review for downgrade)

Class Description: U.S. $7,000,000 Class C-1 Third Priority
Floating Rate Term Notes, Due 2037;

U.S. $15,000,000 Class C-2 Third Priority Fixed Rate Term Notes,
Due 2037

Prior Rating: Baa2 (under review for downgrade)

Current Rating: Ba3 (under review for downgrade)


INDYMAC MANUFACTURED: S&P Junks Class M-1 Certificates
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from manufactured housing (MH) transactions from Indymac
Manufactured Housing Contract Pass-Thru Trust 1998-2.  In
addition, the ratings are removed from CreditWatch negative, where
they were placed May 7, 2004.

The lowered ratings reflect the continued adverse performance
trends exhibited by the underlying pools of MH installment sales
contracts and mortgage loans and the resulting deterioration of
credit enhancement.  The unfavorable market conditions that
continue to plague the MH industry have contributed to the poor
performance of these transactions.

The projected lifetime cumulative net losses for the five
transactions have significantly exceeded original expectations and
the current rating actions reflect revised assumptions about
cumulative lifetime net losses based on actual performance data
and expectations on future trends.  The higher losses exhibited by
these transactions continue to be driven by higher-than-expected
defaults and loss severities, as most of the underlying collateral
pools have deteriorated during the past few years.

All four of the issuers are no longer originating MH loans.
Historically, when a MH seller/servicer discontinues loan
originations or declares bankruptcy, dealer relations are
negatively impacted and, consequently, the ability to liquidate
repossession inventory at acceptable recovery rates becomes
impaired.  Consequently, Standard & Poor's does not believe the
credit enhancement for these transactions is sufficient to cover
remaining losses at the previous ratings.

                        Ratings Lowered
              Removed from CreditWatch Negative

            Indymac Manufactured Housing Contract
                     Pass-Thru Trust 1998-2

                               Rating
                    Class   To         From
                    -----   --         ----
                    A-2     BB         BBB/Watch Neg
                    A-3     BB         BBB/Watch Neg
                    A-4     BB         BBB/Watch Neg
                    M-1     CCC        B+/Watch Neg


INTERSTATE BAKERIES: Taps Colliers Seely as Real Estate Broker
--------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates sought
and obtained the U.S. Bankruptcy Court for the Western District of
Missouri's authority to employ Colliers Seeley International,
Inc., to provide certain brokerage services with respect to a
parcel of land in San Pedro, California, pursuant to a Broker
Retention Agreement.

Prior to the Petition Date, Colliers Seely worked with the
Debtors on the possible disposition of two parcels of real estate
in San Pedro, California.  Hence, the Debtors believe that
Colliers Seely has extensive knowledge of the market and specific
issues affecting the disposition of the California Property.  J.
Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom, LLP, in
Chicago, Illinois, relates that continuing to work with Colliers
Seeley will enable the Debtors to maximize and derive value from
the Real Property to better enable the Debtors to successfully
reorganize.

As broker, Colliers Seeley will:

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

    (b) develop, design and implement a marketing program for the
        sale of the California Property which may include, as
        appropriate, newspaper, magazine or journal advertising,
        letter or flyer solicitation, placement of signs, direct
        telemarketing and other marketing methods as may be
        necessary, all of which will be subject to the Debtors'
        prior approval;

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

    (d) respond to, and provide information to negotiate with and
        solicit offers from, prospective purchasers and make
        recommendations to the Debtors as to the advisability of
        accepting particular offers;

    (e) negotiate the terms of agreements with any prospective
        purchaser of the California Property and work with the
        attorneys responsible for the negotiation and
        implementation of the sale transaction contemplated by the
        Agreement;

    (f) at the Debtors' behest, conduct or participate in any
        auctions necessary for the disposition of the California
        Property;

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

    (h) provide other services as agreed to with the Debtors to
        implement the orderly disposition of the California
        Property; and

    (i) participate and attend and testify at, where appropriate,
        all Court hearings where approval is sought for any
        transaction involving the approval of Colliers Seeley as
        broker pursuant to the terms of the Agreement and the sale
        of the Real Property.

In return for its services, Colliers Seeley will receive 3% of
the cumulative gross proceeds, including cash and cash
equivalents, rents, notes and other like kind consideration, of
the sale and disposition of the California Property.  Colliers
Seeley will be solely responsible for all its marketing and out-
of-pocket costs, including the costs of Court appearances.

Stephen C. Calhoun, SIOR, a partner and Senior Vice President of
Colliers Seeley, assures the Court that Colliers Seeley:

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

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

    (iii) does not hold or represent an interest adverse to the
          estate or any class of creditors or equity security
          holders, by reason of direct or indirect relationship
          to, in connection with, or interest in the Debtors, or
          for any other reason.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts. When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts. (Interstate Bakeries
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


JP MORGAN: Fitch Puts Low-B Ratings on Six Mortgage Certificates
----------------------------------------------------------------
Fitch Ratings affirms JP Morgan Commercial Mortgage 2004-C1:

     -- $84.1 million class A-1 at 'AAA';
     -- $210 million class A-2 at 'AAA';
     -- $303.2 million class A-3 at 'AAA';
     -- $229.8 million class A-1A at 'AAA';
     -- Interest-only classes X-1 and X-2 at 'AAA';
     -- $27.4 million class B at 'AA';
     -- $11.7 million class C at 'AA-';
     -- $22.1 million class D at 'A';
     -- $13 million class E at 'A-';
     -- $11.7 million class F at 'BBB+';
     -- $9.1 million class G at 'BBB';
     -- $10.4 million class H at 'BBB-';
     -- $6.5 million class J at 'BB+';
     -- $5.2 million class K at 'BB';
     -- $3.9 million class L at 'BB-';
     -- $5.2 million class M at 'B+';
     -- $2.6 million class N at 'B';
     -- $2.6 million class P at 'B-';

Fitch does not rate the $15.6 million class NR.

The rating affirmations reflect the minimal reduction of the pool
collateral balance since issuance.  As of the January 2004
distribution date, the pool has paid down 6.5%, to $974.3 million
from $1.04 billion at issuance.  Currently, one loan (0.18%) in
the pool is delinquent and there are no specially serviced loans.

At issuance, the transaction contained two credit assessments, The
Forum Shops (15.9%) and Fiesta Mall (5.6%).  In November of 2004,
the Fiesta Mall loan paid in full including the prepayment
penalty.  The credit assessment of the Forum Shops remains
investment grade.

The Forum Shops $465 million is a pari passu note with $155
million serving as collateral for this transaction.  There is an
additional $85 million B-note held outside the trust.  The most
recent operating data available from GMAC, the master servicer for
this loan, is year-to-date June 2004.  Occupancy remains flat at
95%.


MCI INC: Qwest Reviews Verizon Merger & May Submit Modified Offer
-----------------------------------------------------------------
In a letter dated Feb. 17, 2005, to MCI, Inc.'s Board of
Directors, Richard C. Notebaert, Chairman and Chief Executive
Officer of Qwest Communications International, Inc., relates that
Qwest is in the process of evaluating MCI's agreement with
Verizon Communications Inc.

Once Qwest completes its review Verizon merger agreement, Mr.
Notebaert says, Qwest intends to submit a modified offer to
acquire MCI.

"We would expect MCI and its advisors to engage us in a
meaningful dialog regarding the merits of our offer and we would
further expect access to due diligence information consistent
with that offered other parties," Mr. Notebaert says.

According to Mr. Notebaert, Qwest hasn't received any response
regarding it proposal submitted on February 11, 2005.  Qwest also
complains that it was provided with limited access to due
diligence information regarding MCI.  Other parties were
reportedly given more access.

"Published reports, including public disclosures by MCI's
President and CEO, indicate that the consideration to MCI
shareholders in the Verizon proposal is substantially less than
the consideration Qwest offered to MCI shareholders.  In addition
to the superior merger consideration offered by Qwest to your
shareholders compared to the Verizon offer, we would like to
remind you that Qwest's proposal is superior to the Verizon
proposal because our regulatory approval process is likely to be
completed at least six months more quickly and the value to the
MCI shareholders from participation in approximately 40% of the
synergies in a Qwest transaction will substantially exceed the
value of synergies that would be received by MCI Shareholders in
a Verizon deal," Mr. Notebaert asserts.

                    Qwest's February 11 Proposal

On February 11, 2005, Qwest transmitted a letter to the Board of
Directors of MCI, Inc., in which it proposed to acquire MCI.

Qwest reconfirmed the terms of its proposal in writing to the MCI
Board of Directors on the evening of February 13, 2005.

To eliminate any public confusion regarding the terms of the
proposal included in its letter, Qwest filed a Form 8-K with the
Securities and Exchange Commission, on February 16, 2005,
outlining the terms of its proposal.

Stephen E. Brilz, Assistant Secretary of Qwest Communications,
presents a summary of Qwest Communications' proposed cash and
stock transaction terms:

Consideration:    Qwest common stock with a cash component to MCI

Value:            $23.00 per share consideration to MCI
                   shareholders comprised of $7.50 in cash and
                   $15.50 of Qwest common stock based on a fixed
                   exchange ratio of 3.735 Qwest shares per MCI
                   share.

                   In addition, MCI shareholders to receive $0.40
                   in quarterly dividends per MCI share for the 4
                   quarters anticipated between signing and
                   closing.

                   Pro forma ownership split of 40.0% MCI/60.0%
                   Qwest.

Form of           Fixed exchange ratio, no collar, cap, floors or
Exchange Ratio:   other 'banding' mechanisms.

                   Exchange ratio based on Qwest closing price of
                   $4.15 on February 11, 2005, and MCI offer price
                   adjusted for $7.50 cash consideration per MCI
                   share to be paid to MCI shareholders.

                   MCI shareholders participate in upside of Qwest
                   stock and substantial synergies from day of
                   announcement.

Definitive        The Merger Agreement will contain
Agreement:        representations, warranties, covenants, closing
                   conditions and other terms as are customary for
                   transactions of this type, including closing
                   conditions regarding shareholder approval, no
                   material adverse change in MCI, receipt of
                   regulatory approvals, accuracy of
                   representations and warranties, compliance with
                   covenants, and no governmental injunction.

                   The Merger Agreement will not have a financing
                   condition.

Example of        For clarity, given the above and assuming a
Overall Value     February 28, 2006 closing, MCI shareholders
Received by MCI   would receive between signing and closing:
Shareholders:
                   * Approximately $1.60 in cash (over 4 quarters)
                     per MCI share;

                   * Approximately $7.50 in cash per MCI share;
                     and

                   * 3.735 Qwest shares per MCI share.

                   In addition, MCI shareholders receive
                   substantial participation in value of
                   synergies post-closing.

No Solicitation/  The Merger Agreement will contain an
Superior          appropriate non-solicitation provision, which
Proposal:         would allow MCI's board the ability to change
                   its recommendation in favor of the Qwest
                   transaction prior to the MCI shareholder vote
                   in the event of a Superior Proposal that Qwest
                   does not match.

                   In the event of a Superior Proposal, Qwest will
                   be entitled to a customary break up fee and
                   reasonable and documented out-of-pocket
                   expenses.

Regulatory:       Qwest and its regulatory advisors are highly
                   confident that all necessary regulatory
                   approvals can be obtained within a ten to
                   twelve month time frame and would not require
                   actions (e.g., divestitures) material to the
                   underlying business case for the transaction.
                   Qwest and MCI will agree in the Merger
                   Agreement to use reasonable best efforts to
                   obtain all necessary regulatory approvals,
                   which will include taking any remedial actions
                   other than those having a material adverse
                   change on the combined entity.

Expected Timing:  Closing will occur after all regulatory
                   approvals are obtained, which is anticipated to
                   be 10 to 12 months after signing.

Drop Dead Date:   The Merger Agreement will have an outside
                   termination date of 10 months unless regulatory
                   approvals are not yet satisfied, in which case
                   the outside termination date can be extended by
                   either party for 60-day increments up to a
                   maximum of 14 months from the signing date.

Consideration:

    (In millions except for per share data)  Per Share  Aggregate
    ---------------------------------------  ---------  ---------
    Effective Value to MCI Shareholders        $24.60    $7,997
    Less: Quarterly Dividends                   (1.60)     (520)
       Cash Merger Consideration                (7.50)   (2,438)
                                             ---------  ---------
    Qwest Stock to Be Issued                   $15.50    $5,039
    Qwest Stock Price at 02/11/05               $4.15
    Exchange Ratio                                        3.735
    Qwest Shares to be Issued                             1,214
    % of Pro Forma Outstanding Qwest Shares                  40%

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

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.

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

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

The rating action reflects the need to evaluate:

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

    -- The potential synergies to be achieved;

    -- The outcome of the regulatory approval process.

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


MCI INC: Delivers Copy of Verizon Plan of Merger to SEC
-------------------------------------------------------
In a filing with the Securities and Exchange Commission dated
February 17, 2005, Eric Slusser, MCI's Senior Vice President &
Controller, reports that on February 14, 2005, Verizon
Communications Inc., a Delaware corporation, MCI, Inc., a
Delaware corporation and Eli Acquisition, LLC, a wholly owned
subsidiary of Verizon and a Delaware limited liability company --
Merger Sub -- entered into an Agreement and Plan of Merger.

The Merger Agreement provides that, upon the terms and subject to
the conditions set forth in the Merger Agreement, MCI will merge
with and into Merger Sub, with Merger Sub continuing as the
surviving person or, in certain situations, as provided in the
Merger Agreement, a wholly owned corporate subsidiary of Verizon
will merge with and into MCI, with MCI as the surviving
corporation.

At the effective time and as a result of the Merger:

    (i) MCI will become a wholly owned subsidiary of Verizon; and

   (ii) each share of MCI common stock will be converted into the
        right to receive:

        (x) 0.4062 shares of Verizon common stock; and

        (y) cash in the amount of $1.50 per share, which amount of
            cash and number of shares may be reduced pursuant to a
            purchase price adjustment based on MCI's bankruptcy
            claims and for certain tax liabilities, on the terms
            specified in the Merger Agreement.

The Merger Agreement also provides for the distribution by MCI of
a special cash dividend in the amount of $4.10 per share of MCI
common stock, less the amount of any dividends declared by MCI
during the period from February 14, 2005, to the consummation of
the Merger, but excluding, for the avoidance of doubt, the $0.40
per share cash dividend approved by its Board of Directors on
February 11, 2005.  All outstanding MCI stock-based awards at the
effective time will be replaced by a grant of Verizon stock-based
awards.

Verizon and MCI have made customary representations, warranties
and covenants in the Merger Agreement, including, among others,
covenants:

    (i) to conduct, in the case of MCI, its businesses in a
        commercially reasonable manner consistent with industry
        practice and, in the case of Verizon, its business in the
        ordinary course, consistent with past practice, in each
        case between the execution of the Merger Agreement and the
        consummation of the Merger; and

   (ii) not to engage in certain kinds of transactions during such
        period.

In addition, MCI made certain additional customary covenants,
including, among others, covenants:

    (i) subject to certain exceptions, to cause a stockholder
        meeting to be held to consider approval of the Merger and
        the other transactions contemplated by the Merger
        Agreement;

   (ii) subject to certain exceptions, for its Board of Directors
        to recommend adoption and approval by its stockholders of
        the Merger Agreement and the transactions contemplated by
        the Merger Agreement;

  (iii) not to solicit proposals relating to alternative business
        combination transactions; and

   (iv) subject to certain exceptions, not to enter into
        discussions concerning or provide confidential information
        in connection with alternative business combination
        transactions.

Consummation of the Merger is subject to customary conditions,
including:

    (i) approval of the holders of MCI common stock;

   (ii) expiration or termination of the applicable Hart-Scott-
        Rodino waiting period and receipt of certain other
        regulatory approvals;

  (iii) absence of any law or order prohibiting the closing; and

   (iv) subject to certain exceptions, the accuracy of
        representations and warranties and the absence of any
        Material Adverse Effect with respect to MCI's or Verizon's
        business, as applicable.

In addition, Verizon's obligation to close is subject to other
conditions, including:

    (i) the absence of any pending U.S. governmental litigation
        with a reasonable likelihood of success seeking to
        prohibit the closing or to impose certain limitations;

   (ii) receipt of a bankruptcy order issued by the United States
        Bankruptcy Court for the Southern District of New York
        allowing for the substitution of shares of Verizon common
        stock for shares of MCI common stock to satisfy certain
        bankruptcy-related claims; and

  (iii) receipt of an order issued by the United States District
        Court for the Southern District of New York relating to
        MCI's Corporate Monitor.

The Merger Agreement contains certain termination rights for both
MCI and Verizon, and further provides that, upon termination of
the Merger Agreement under specified circumstances, MCI may be
required to pay Verizon a termination fee of $200 million.

Consummation of the Merger will constitute a "Change of Control"
under MCI's outstanding Senior Notes, which will obligate the
surviving person to make an offer to purchase the Notes within 30
days after the effective time at a purchase price equal to 101% of
the principal amount plus accrued interest.

A full-text copy of the MCI-Verizon Agreement and Plan of Merger
is available for free at the Securities and Exchange Commission:

      http://www.sec.gov/Archives/edgar/data/723527/000095010305000307/feb1705_ex0201.txt

               Verizon Files Draft "Talking Points"

Pursuant to Rule 425 under the Securities Act of 1933, Verizon
Communications filed with the Securities and Exchange Commission
on February 17, 2005, a draft on talking points for use with ESG
customers regarding the MCI Acquisition.  The draft outlines
customer benefits of the MCI Acquisition.  MCI believes that, in
addition to GAAP financial measures, the inclusion and discussion
of certain numerical statistics like the EBITDA allows management,
investors and analysts to fully evaluate its consolidated results
of operations.

A free copy of the Form 425 draft is available at the Securities
and Exchange Commission:

    http://www.sec.gov/Archives/edgar/data/723527/000119312505031449/d425.htm

                     Webcast Slides & Transcript

MCI, Inc., and Verizon Communications, Inc., hosted a webcast on
February 14, 2005.  The webcast includes a discussion of operating
income before depreciation and amortization.  MCI believes that,
in addition to GAAP financial measures, the inclusion and
discussion of certain numerical statistics like the EBITDA allows
management, investors, and analysts to fully evaluate its
consolidated results of operations.

The slides used by MCI and Verizon in connection with the webcast
is available at the Securities and Exchange Commission:

      http://www.sec.gov/Archives/edgar/data/723527/000095010305000287/feb1405_425-1.htm

The final transcript of the February 14 webcast is also available
at the Securities and Exchange Commission:

      http://www.sec.gov/Archives/edgar/data/723527/000119312505029733/0001193125-05-029733-index.htm

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


As reported in the Troubled Company Reporter on Feb. 16, 2005,
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.

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

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

The rating action reflects the need to evaluate:

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

    -- The potential synergies to be achieved;

    -- The outcome of the regulatory approval process.

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


MCI INC: Moody's Reviewing Low-B Ratings for Possible Upgrade
-------------------------------------------------------------
Moody's Investors Service has placed the long-term ratings of MCI,
Inc., on review for possible upgrade based on Verizon's plan to
acquire MCI for about $8.9 billion in cash, stock and assumed
debt.

Moody's review for possible upgrade of MCI's will focus on VZ's
plans for MCI's debt upon completion of the merger.  While a VZ
guarantee of MCI's debt would equalize MCI's and VZ's long-term
ratings, Moody's believes unguaranteed MCI debt would still
benefit from indirect VZ support.  As a result, MCI's rating could
potentially rise a couple of notches, even absent a guarantee,
while Moody's view of VZ's pro forma business risk will primarily
drive VZ's rating.

Moody's believes the proposed merger is positive for MCI from an
operational standpoint.  Recent regulatory rulings pertaining to
UNE-P pricing have been harmful for MCI's business prospects,
especially in the consumer space.  While MCI is a well-positioned
long haul provider with good customer relationships, Moody's
believes the long haul sector remains intensely competitive with
companies like AT&T, Qwest, Level 3, and others aggressively
pricing capacity and other long distance services.

VZ's bid for MCI signals its desire to be a leading
telecommunications company in the United States.  Moody's believes
that VZ's purchase of MCI will complement its current business
activities and establish it as the number two provider in
enterprise data services, a potential growth area.  While owning
MCI's extensive long distance network should reduce VZ's cost
structure in relation to its own long distance, broadband and even
wireless long haul transport needs, MCI's revenue stream remains
in decline.

These MCI ratings were placed on review for possible upgrade:

   * B2 Senior Implied
   * B2 Senior Unsecured Rating
   * B3 Issuer rating

Moody's also affirmed MCI's speculative grade liquidity rating at
SGL-1, as near term, MCI's liquidity profile is unchanged.

Verizon Communications is a regional Bell operating carrier,
headquartered in New York City.  MCI Inc. is a global
telecommunications provider headquartered in Ashburn, Virginia.


MCI INC: S&P Places Single-B Ratings on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its long-term ratings of
New York City-based Verizon Communications, Inc., and affiliates
on CreditWatch with negative implications following the company's
announcement of its plan to acquire MCI, Inc.  In the event of a
downgrade, Verizon's long-term corporate credit rating (currently
at 'A+') would not fall lower than 'A'.  Accordingly, the 'A-1'
short-term rating on financing arms Verizon Global Funding Corp.
and Verizon Network Funding Co. were affirmed.  An aggregate of
approximately $39 billion of Verizon debt is affected.

At the same time, Standard & Poor's placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.

The acquisition proposal values MCI at about $9 billion.  Under
the terms of the transaction, MCI shareholders will receive about
$5 billion of Verizon stock and just under $2 billion in cash.  At
closing, Verizon will assume about $4 billion of net MCI debt,
which is elevated by the cash payment that will be made to MCI
shareholders.  The consideration is subject to adjustment if MCI's
contingent bankruptcy and tax-related liabilities exceed
$1.725 billion at closing.  The acquisition requires approval by
MCI shareholders and a number of regulatory bodies, and the
transaction will take about a year to close.

"The negative CreditWatch listing for the Verizon ratings reflects
the potential for weaker financial parameters at the company, as
well as a possible weakening of Verizon's overall business risk
position," explained Standard & Poor's Managing Director Richard
Siderman.  "The initial financial impact on Verizon will not be
significant, given MCI's large cash position and the relative size
of the companies.  Accordingly, the CreditWatch placement
incorporates concerns regarding prospects for material cash
generation at MCI over the next few years."

Standard & Poor's recently affirmed its ratings on SBC
Communications, Inc., after it announced its planned merger with
AT&T Corp.  To some extent, this was because SBC has some more
capacity than Verizon to absorb such an acquisition given that it
is rated a notch lower than Verizon.  More importantly, the SBC
affirmation recognized that AT&T, despite its significant business
challenges, is still expected to generate good cash flow from its
enterprise segment for a number of years.  In contrast, MCI has a
materially smaller presence in the enterprise segment and fewer
local points of presence -- POPs, which means that it faces higher
access costs than AT&T.  However, Standard & Poor's expects the
regional Bells, including Verizon, to increase their marketing
efforts in the large business enterprise segment.  By purchasing
MCI's network and its expertise, Verizon could mitigate some of
the risk it might otherwise have incurred had it decided to more
aggressively pursue the enterprise segment on its own.  Also,
Verizon's extensive network in its local service territory should
enable it to somewhat reduce MCI's access costs.

The positive CreditWatch listing for the MCI ratings reflects the
company's potential acquisition by a much more creditworthy
entity.  If Verizon does not guarantee the MCI obligations, then
the extent of a potential MCI upgrade will depend on a number of
factors, including where the MCI debt will reside within the
Verizon corporate structure.  If the MCI debt resides at a Verizon
subsidiary and is nonrecourse to Verizon, Standard & Poor's would
have to determine the strategic value of MCI to Verizon and what
degree of support Verizon would give to the MCI debt.

In resolving the CreditWatch listings, Standard & Poor's will
examine how the MCI purchase alters Verizon's strategy to expand
its the enterprise and international segments, as well as the
likelihood for and magnitude of operating synergies.


METROMEDIA INT'L: Inks Pact to Sell ZAO PeterStar for $215 Million
------------------------------------------------------------------
Metromedia International Group, Inc. (OTCBB: MTRM) (PINK SHEETS:
MTRMP), the owner of interests in various communications and media
businesses in the countries of Russia and Georgia, has entered
into a definitive agreement with First National Holding S.A.,
Emergent Telecom Ventures S.A. and Pisces Investment Limited, a
company organized under the Companies Law of Cyprus and a wholly-
owned subsidiary of FNH and Emergent, to sell its entire interest
in ZAO PeterStar, the leading competitive local exchange carrier
in St. Petersburg, Russia, for a cash purchase price of
$215 million.

Consummation of the transaction set forth in the agreement is
principally subject only to a vote of a majority of the holders of
the Company's common stock and the continued accuracy of certain
customary Company representations concerning its ownership of, and
authority with respect to the sale of, the interests being sold.
Assuming approval by a majority of the holders of the Company's
common stock, the Company presently expects to consummate the sale
of PeterStar during the third quarter of this year.

The Company will utilize a portion of the proceeds of the sale to
retire all of the Company's outstanding $ 152.0 million 10.5%
Senior Discount Notes, due 2007.  The Company also presently
expects that it will be able to utilize its 2004 tax attributes
(capital loss carry-forwards and net operating loss carry-
forwards) and anticipated 2005 losses to offset any federal or
state tax gain that would be recognized on the sale of PeterStar.

Upon completion of this sale, the Company's principal business
operations will include Magticom Ltd., the leading Georgian mobile
telephony operator, and Telecom Georgia, a well-positioned
Georgian long distance telephony operator.  The Company intends to
continue active development of these and other Georgian business
interests.

Mark Hauf, the Chairman and Chief Executive Officer of the
Company, said "I believe that this sale of our interests in
PeterStar provides an extraordinary value for our stakeholders.
Our development strategy for PeterStar over the past two years and
the excellent performance of the PeterStar management team
resulted in PeterStar becoming a highly strategically sought after
Russian telephony business.  The value we are offered today for
PeterStar, represents one of the higher earnings multiples paid
for a business of this kind in the region over recent years and is
the ultimate fruit of those efforts."

Mr. Hauf commented further: "Assuming approval by our
shareholders, we will emerge from this sale of PeterStar
essentially debt free and having sufficient cash on hand to pursue
further development of our business interests in Georgia.  I
believe we are presented with exciting opportunities for further
development in Georgia, reinforced by the recent strengthening of
ownership position in our core Georgian businesses and the
continued strong performance of Magticom.  I have assured the
government of Georgia and our business partners in Georgia that
the Company's strategic commitment to enthusiastic development of
telecommunications business in that country remains firm.  In
summary, I believe the events of recent weeks and the intense
corporate restructuring efforts that preceded them have gone far
towards producing a revival of the Company and genuine value for
its stakeholders." Evercore Partners acted as financial advisor to
MIG in this transaction and Paul, Weiss, Rifkind, Wharton &
Garrison LLP acted as legal advisor to MIG.

                        About the Company

Through its wholly owned subsidiaries, the Company owns interests
in communications businesses in the countries of Russia and
Georgia. Since the first quarter of 2003, the Company has focused
its principal attentions on the continued development of its core
telephony businesses, and has substantially completed a program of
gradual divestiture of its non-core cable television and radio
broadcast businesses. The Company's core telephony businesses
include PeterStar and Magticom, Ltd., the leading mobile telephony
operator in Georgia.

At Sept. 30, 2004, Metromedia International's balance sheet showed
a $6,497,000 stockholders' deficit, compared to a $13,155,000
deficit at Dec. 31, 2003.


METROMEDIA FIBER: Wants Entry of Final Decree Delayed to Apr. 18
----------------------------------------------------------------
AboveNet, Inc., fka Metromedia Fiber Network, Inc., and its
reorganized subsidiaries ask the U.S. Bankruptcy Court for the
Southern District of New York to delay the entry of a final decree
formally closing their cases under Local Rule 3022-1 of the Local
Rules for the Southern District of New York.  The Reorganized
Debtors want entry of a final decree delayed until April 18, 2005.

The extension is necessary in order for the Reorganized Debtors to
prosecute claim objections and estate litigations including
various preference actions.  Without the extension, the
Reorganized Debtors won't have a full opportunity to marshall and
distribute assets of the estates for the benefit of their
creditors.

Metromedia Fiber Network, Inc., which changed its name to AboveNet
Inc. upon emergence from bankruptcy on Sept. 8, 2003, combines the
most extensive metropolitan area fiber network with a global
optical IP network, state-of-the-art data centers and award
winning managed services to deliver fully integrated, outsourced
communications solutions for high-end enterprise companies.  The
all-fiber infrastructure enables AboveNet customers to share vast
amounts of information internally and externally over private
networks and a global IP backbone, creating collaborative
businesses that communicate at the speed of light.

On May 20, 2002, Metromedia Fiber Network, Inc., and most of its
domestic subsidiaries commenced voluntary Chapter 11 cases in the
United States Bankruptcy Court for the Southern District of New
York.  When Metrodmedia filed for protection form its creditors,
it listed $7,024,208,000 in total assets and $4,262,000,000 in
total debts.


MIRANT CORP: Resolves Cash Management System Operation
------------------------------------------------------
Mirant Americas Energy Marketing, LP, is a party to certain
third-party bilateral and exchange traded contracts, forward
sales, financial products -- including but not limited to hedges,
swaps, contracts for differences, options, and weather derivates
-- and other transactions, including transactions that require
posting of collateral, in connection with:

   (1) electric energy, capacity and ancillary services or other
       related products produced by certain electric generating
       facilities owned or leased by other Debtors; and

   (2) fuel oil, natural gas, and coal required to operate the
       generating facilities on behalf of the "Beneficiary
       Debtors."

The Official Committee of Unsecured Creditors for Mirant
Corporation believed that the Debtors were not accounting for the
MAEM Asset Hedging Transactions in a manner consistent with the
DIP Order.

On September 1, 2004, the Creditors Committee asked the U.S.
Bankruptcy Court for the Northern District of Texas to enforce
compliance with the DIP Financing Order requirement for recording
intercompany loans, which will require the Debtors, inter alia, to
provide an accurate accounting of the Intercompany Loan balances,
including collateral posted and prepayment, on a biweekly basis to
the Creditors Committee.

After subsequent discussions with the Debtors, the Creditors
Committee were satisfied that the manner in which the Debtors have
accounted for Asset Hedging is consistent with the DIP Order.

However, in the course of dealing and prior practices between MAEM
and the Beneficiary Debtors, the Creditors Committee has expressed
concerns that certain ambiguities continue to exist regarding the
treatment of postpetition claims between MAEM and the Beneficiary
Debtors because various power sale, fuel supply and services
agreements between MAEM and the Beneficiary Debtors remain
unsigned.

To clarify the postpetition treatment of the Asset Hedging
transactions and interpretation of the DIP order as well as
resolve the Creditors Committee's Compliance Motion, the Debtors
and the Creditors Committee entered into a stipulation, which was
approved by the Court.

The Stipulation provides that:

   (1) To the extent that MAEM engages in Asset Hedging or has
       open positions with respect to Asset Hedging, on behalf of
       one or more of the Beneficiary Debtors, any of the
       Beneficiary Debtors will bear the risk and be entitled to
       the benefits of that Asset Hedging transactions.  MAEM
       will be liable on a postpetition basis to a Beneficiary
       Debtor on account of any existing or future Asset Hedging
       solely to the extent of actual postpetition performance by
       the relevant third-party market participant.  To the
       extent that MAEM suffers a postpetition loss to a third-
       party market participant as a result of Asset Hedging --
       including but not limited to, by way of a loss of
       collateral posted -- the relevant Beneficiary Debtors will
       be responsible for reimbursing MAEM for any Loss incurred
       by MAEM.  All obligations owing by and owing by and among
       MAEM and the Beneficiary Debtors will constitute
       Intercompany Loans.

   (2) Each month, the Debtors will provide to each of the
       Official Committees of Unsecured Creditors the "Summary
       Collateral Allocation by Entity Report," on or before the
       second business day after the same has been provided to
       the Debtors' management.

   (3) The Stipulation will not be deemed to relieve MAEM of its
       obligations to act with the appropriate standard of care
       with respect to Asset Hedging.

   (4) The Stipulation will not be deemed to effect the
       treatment, validity or enforceability of any prepetition
       claim between MAEM and the Beneficiary Debtors.

   (5) The Creditors Committee's Compliance Motion will be deemed
       withdrawn.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NATIONAL CENTURY: JPMorgan & Bank One Consent to Claims Objection
-----------------------------------------------------------------
JPMorgan Chase Bank, N.A. and Bank One, N.A., responded to the
objections of Unencumbered Assets Trust against JPMorgan's and
Bank One's claims.  The Unencumbered Assets Trust is the
successor-in-interest to National Century Financial
Enterprises, Inc., and its debtor-affiliates.

Bank One, N.A., served as Indenture Trustee with respect to NPF
XII, which had $2 billion in outstanding notes.  JP Morgan Chase
Bank served as Indenture Trustee with respect to NPF VI, which had
$900 million in outstanding notes.

As reported in the Troubled Company Reporter on Jan. 5, 2005, Bank
One and JPMorgan Chase, as Indenture Trustees, filed proofs of
claim on behalf of noteholder beneficiaries, asserting claims for
indemnification.

JPMorgan filed 31 claims:

     Claim No.         Background of Claim
     --------          -------------------
     628 through 642   Claims for adequate protection resulting
     (Cash Collateral  from the diminution in value of collateral
     Claims)           for the NPF VI Notes caused by the Debtors'
                       use of the cash collateral

     643 through 655   Filed against the Debtors other than
     (Diversion        National Premier Financial Services, Inc.,
     Claims)           and NPF VI

                       Claims relating to the NPF VI Indentures or
                       the sales and subservicing agreements with
                       providers, including (a) amounts that
                       should have been paid to NPF VI Noteholders
                       but were allegedly diverted to the Debtors
                       for their own corporate purposes, and (b)
                       claims that JP Morgan may have against the
                       Debtors as sellers or subservicers under
                       the sales and subservicing agreements

     656, 657          Claims based on the "actions and inactions"
     (NPFS Claims)     of NPFS as servicer under the NPF VI
                       Indenture and sales and subservicing
                       agreements

     658               Claim for principal and interest amounting
                       to $884.5 million arising out of the NPF VI
                       Indenture; and other claims relating to the
                       NPF VI Indenture, including claims for
                       compensation and reimbursement and
                       indemnification.

Bank One asserted 14 claims:

     Claim No.         Background of Claim
     --------          -------------------
     284               Claim against NPF XII for:

                       (a) principal and interest amounting to
                           $2,047,500,000 arising out of the NPF
                           XII Indenture; and

                       (b) other claims arising out of the NPF XII
                           Indenture, including claims for
                           Indemnification.

     285 through 297   Filed against the Debtors other than NPF
     (Diversion        XII and Allied Medical, Inc., for unjust
     Claims)           enrichment, breach of contract, conversion,
                       fraud, fraudulent transfer, constructive
                       trust and other causes of action for the
                       Debtors' alleged misconduct in advancing
                       funds to providers that were not supported
                       by purchased receivables and wrongfully
                       transferring funds from reserve accounts
                       maintained for the benefit of the NPF XII
                       Noteholders


                     JPMorgan's Response

According to William C. Wilkinson, Esq., Thompson Hine LLP, in
Columbus, Ohio, whether the Unencumbered Assets Trust represents
the NPF VI Noteholders' interest in respect of the JPMorgan
Noteholder Claims or not, it is certain that upon the confirmation
of the Debtors' Plan, JPMorgan Chase Bank, N.A, is no longer
authorized to represent those interests as the indenture trustee.
If there are to be any further proceedings on the Representative
Claims or the Trust's Objection to the JPMorgan Noteholder Claims,
the Court will need to arrange for the participation of the NPF VI
Noteholders or some other authorized party to represent the NPF VI
Noteholders' remaining interest in the JPMorgan Noteholder Claims,
if any.

Nonetheless, JPMorgan has no reason to disagree with the Trust's
suggestion that the claims filed by JPMorgan on the NPF VI
Noteholders' behalf were or may have been resolved by virtue of
the confirmation of the Debtors' Plan, the implementation of the
Noteholder Deficiency Claim Settlement, and the allowance of the
Noteholder Deficiency Claim.

                      Bank One's Response

Bank One, N.A., filed Claim Nos. 284 through 297 against certain
Debtors in its behalf and on the NPF XII Noteholders' behalf.  By
virtue of its resignation as the indenture trustee for NPF XII and
the confirmation of the Debtors' Plan, since at least February 20,
2004, Bank One no longer had authority to represent the interests
of the NPF XII Noteholders.

However, P. Brian See, Esq., Squire, Sanders & Dempsey L.L.P., in
Columbus, Ohio, says that Bank One has no reason to disagree with
the Trust's suggestion that the Bank One Noteholder Claims were or
may have been resolved by virtue of confirmation of the Debtors'
Plan, the implementation of the Noteholder Deficiency Claim
Settlement, and the allowance of the Noteholder Deficiency Claim.
The Trust can be expected to speak accurately on this point since
it is currently responsible for representing the interests of the
NPF XII Noteholders.

If there are to be any further proceedings on the Bank One
Noteholder Claims or the Trust's Objection to the claims, the NPF
XII Noteholders' position should be propounded by the Noteholders
themselves or by some other party with present authority to
represent their interests.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors.  (National Century Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFIC BIOMETRICS: Losses & Deficit Trigger Going Concern Doubt
----------------------------------------------------------------
Pacific Biometrics, Inc., had net losses for the three- and
six-month periods ended December 31, 2004, and for the fiscal year
ended June 30, 2004.  Although the Company had net earnings in
fiscal 2003, it experienced a net loss from operations.  The
Company has historically experienced recurring losses from
operations and has had cash flow shortages.  While the Company
currently had a positive working capital position of $224,065, at
December 31, 2004, it had significant amounts of debt, including a
secured convertible note and notes payable of $1,877,136 and other
liabilities of $1,900,601, and stockholders' deficit of $499,812.

If the beneficial conversion feature of the secured convertible
note of $1,096,475 were included, total liabilities at December
31, 2004 would equal $4,874,212 and stockholders' deficit would be
$1,596,287.  Historically, the Company has had deficiencies in
working capital and stockholders' equity and has had significant
amounts of current and past due debt and payables.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company's auditors added an explanatory paragraph to their
opinion on Pacific Biometrics fiscal 2004 financial statements
stating that there was substantial doubt about the ability of the
Company to continue as a going concern.

Management has taken steps to revise its operating and financial
requirements, which it believes are sufficient to provide the
Company with the ability to continue in existence for the near
term.  However, the Company had significant net operating losses
for the six-month period ended December 31, 2004 and the fiscal
year ended June 30, 2004.  Revenues for the six-month period ended
December 31, 2004, and the fiscal year ended June 30, 2004, were
significantly lower than those in the comparable prior fiscal year
periods, although there was improvements in revenues during the
second quarter of the current 2005 fiscal year.  Unless revenues
increase, Pacific Biometrics will likely continue to experience
significant losses and its cash and working capital positions will
be adversely impacted.  The Company's operations historically have
been funded through revenues generated from operations and from
the sale and issuance of common stock, preferred stock and debt.

Management continues to contemplate alternatives to enable the
Company to fund continuing operations, including loans from
management or employees, salary deferrals and reductions and other
cost cutting mechanisms, and raising additional capital by private
placements of equity or debt securities or through the
establishment of other funding facilities.  In addition, the
Company is exploring strategic alternatives, which may include a
merger, asset sale, joint venture or another comparable
transaction.  None of these potential alternatives may be
available to it, or may only be available on unfavorable terms.
If unable to obtain sufficient cash to continue to fund operations
or if unable to locate a strategic partner, Pacific Biometrics has
indicated it may be forced to seek protection from creditors under
the bankruptcy laws or cease operations.  Any inability to obtain
additional cash as needed could have a material adverse effect on
its financial position, results of operations and its ability to
continue in existence.

Established in 1989, Pacific Biometrics, Inc., provides
specialized central laboratory services to support pharmaceutical
and diagnostic manufacturers conducting human clinical trial
research.  The company provides expert services in the areas of
cardiovascular disease, cholesterol and lipid abnormalities,
diabetes, obesity, metabolic syndrome, osteoporosis, and
arthritis.  The PBI laboratory is accredited by the College of
American Pathologists and is one of only three U.S.-based
laboratories approved and accredited by the Centers for Disease
Control (CDC) as a member of the Cholesterol Reference Method
Laboratory Network.  PBI's clients include many of the world's
largest pharmaceutical, biotech, and diagnostic companies.

Pacific Biometrics also owns several patented and patent-pending
technologies, including molecular diagnostic and noninvasive
device technologies, relevant to its areas of specialty expertise.


PARMALAT: Farmland Gets $55 Mil. of Exit Financing from Wachovia
----------------------------------------------------------------
Farmland Dairies, LLC, needs a working capital credit facility
that will provide the necessary financing to repay its debtor-in-
possession facility, fund certain payments under its Plan of
Reorganization, and operate its business after its chapter 11 plan
takes effect.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that under its Plan, Farmland's exit financing will
consist of two facilities.  One component will be the funding
pledged by Wachovia Investment Holdings, LLC, under a Senior
Secured Exit Facility.  Farmland is also negotiating the other
component, a Junior Secured Exit Facility, with General Electric
Capital Corporation.

In connection with efforts to secure the Senior Secured Exit
Financing, Farmland's investment banker, Lazard Freres and Co.,
LLC, prepared and delivered an informational memorandum and
related diligence materials regarding the Senior Secured Exit
Facility to a number of potential lenders.  Based on those
materials, several potential lenders submitted initial proposals
to Lazard.  After reviewing the proposals, Farmland decided to
pursue further discussions with three potential lenders interested
in providing the Senior Secured Exit Facility that provided the
most reasonable proposals.  Lazard then conducted management
presentations with each of the Potential Lenders, and each of them
subsequently submitted revised proposals containing more favorable
terms than those contained in the initial proposals.

As a condition to signing the proposal letters and commitment
letters related to providing the Senior Secured Exit Facility to
Farmland, the Potential Lenders sought from Farmland deposits
designed to cover the costs of their field examinations and
certain preliminary legal due diligence, including reasonable fees
and out-of-pocket expenses.  Accordingly, the U.S. Bankruptcy
Court for the Southern District of New York previously authorized
Farmland to pay the deposit for fees and expenses in connection
with the Exit Financing.

Farmland continued its negotiations with the Potential Lenders,
and the Potential Lenders performed due diligence regarding the
provision of the Senior Secured Exit Facility to Farmland.  During
the negotiations, Farmland and Lazard compared and analyzed the
proposals and ultimately concluded that Wachovia offered the most
favorable terms for the Senior Secured Exit Facility.

On December 4, 2004, Farmland executed Wachovia's revised proposal
letter with an accompanying term sheet, and, pursuant to the
proposal letter, Farmland paid Wachovia a deposit for fees and
expenses related to Wachovia's performance of due diligence.

After continued negotiations, Wachovia and Farmland have reached
an agreement on a commitment letter, pursuant to which Wachovia
will provide up to a maximum of $55,000,000 under:

   -- a secured revolving loan facility,

   -- a term loan facility, and

   -- a letter of credit facility.

With the Court's blessing, Farmland will enter into the Commitment
Letter and pay Wachovia a $100,000 commitment fee and a $75,000
additional deposit for expenses.

The Commitment Letter contains these salient terms and conditions:

     Borrower               Farmland Dairies, LLC

     Sole Lead Arranger     Wachovia Capital Markets, LLC
     and Sole Bookrunner

     Agent                  Wachovia Investment Holdings, LLC,
                            or any designated affiliates

     Lenders                Wachovia and any other financial
                            institutions that may become lenders
                            to the financing arrangements as
                            determined by Wachovia Capital

     Maximum Credit         $55,000,000

     Revolving Loan         Up to $35,000,000 of revolving loans
     Facility               at any time outstanding subject to
                            amount available under a lending
                            formula

     Letter of Credit       Up to $25,000,000 in the aggregate
     Facility               at any time outstanding, included
                            within the Revolving Loan Facility

     Term Loan Facility     Up to the lesser of $20,000,000 in
                            principal amount or 90% of the
                            orderly liquidation value of
                            eligible equipment and 72.5% of the
                            fair market value of eligible real
                            property.

     Collateral             First priority perfected security
                            interests liens to secure all
                            obligations of Borrower and
                            Guarantors to Agent and Lenders upon
                            substantially all of Borrower's and
                            Guarantor's present and future
                            assets, including accounts, contract
                            rights, general intangibles, deposit
                            accounts, letters of credit, letter-
                            of-credit rights, supporting
                            obligations, chattel paper,
                            documents, instruments, investment
                            property, inventory, equipment,
                            fixtures and other goods, real
                            property and all other products and
                            proceeds with the exceptions as
                            provided in the Commitment Letter.

     Use of Proceeds        The proceeds of the Loans under the
                            Credit Facility will be used by the
                            Borrower to pay allowed
                            administrative expenses and allowed
                            claims in accordance with the Plan,
                            costs, expenses and fees in
                            connection with the Credit Facility
                            and for working capital and general
                            corporate purposes of the Borrower.

     Interest Rates         (a) Prime Rate Margin -- will be 0%
                                per annum above the announced
                                "prime rate" of Wachovia Bank,
                                National Association, subject to
                                Each increase or decrease in
                                prime rate.

                            (b) Eurodollar Rate Margin -- will be
                                2-1/2% per annum above the
                                Adjusted Eurodollar Rate, if the
                                applicability of that rate is
                                elected by or on behalf of the
                                Borrower, subject to the Agent's
                                customary terms applicable to
                                Eurodollar rate-based loans.

                            (c) Adjusted Eurodollar Rate -- will
                                be calculated based on the
                                average of rates of interest per
                                annum at which Wachovia Bank is
                                offered deposits of U.S. dollars
                                in the London interbank market
                                for the applicable period of one,
                                two, or three months as elected
                                by the Borrower, adjusted by the
                                reserve percentage prescribed by
                                governmental authorities as
                                determined by the Agent.

                            All interest will be computed on the
                            basis of actual days elapsed over a
                            360-day year, payable monthly and
                            may be charged by Agent to
                            Borrower's loan amount.

                            The rates will also be subject to an
                            adjustment each quarter after the
                            first full fiscal quarter after
                            closing based on quarterly average
                            excess amounts available in the
                            immediately preceding quarter at
                            levels set forth in the Commitment
                            Letter.

     Default Rates          After an event of default under the
                            Financing Agreements, the applicable
                            rates of interest and rate for LC
                            fees will be increased by 2% per
                            annum above the highest pre-default
                            rates.  The increased rate will also
                            apply to Revolving Loans and L/Cs
                            outstanding in excess of the loan
                            availability or any applicable
                            limits, whether or not those
                            excesses are permitted by the Agent
                            or any Lender at any time.  The
                            increased rates also apply to any
                            unpaid obligations, at the
                            termination of the Financing
                            Agreements.

     Term                   Four years from the closing date of
                            the Credit Facility

     Fees                   All fees will be in addition to
                            interest, LC fees and other charges
                            provided in the Commitment Letter
                            and may, at the Agent's option, be
                            charged directly to the loan account
                            of any Borrower maintained by the
                            Agent.

The Exit Financing will effectively replace Farmland's current DIP
financing and provide Reorganized Farmland with the on-going
working capital financing it needs.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the U.S. Debtors filed for bankruptcy
protection, they reported more than $200 million in assets and
debts. (Parmalat Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PRIMEDIA INC: Moody's Junks Ratings on Preferred Stock
------------------------------------------------------
Moody's Investors Service has placed all ratings of PRIMEDIA Inc.
on review for possible upgrade.

The ratings placed on review include:

   * $175 million in senior secured floating rate notes, due 2010
     -- B3

   * $300 million of 8.0% senior notes, due 2013 -- B3

   * $475 million of 8.875% senior notes, due 2011 -- B3

   * $225 million of 7.625% senior notes, due 2008 -- B3

   * $167 million of Series D 10.0% exchangeable preferred stock,
     due 2008 -- Ca

   * $95 million of Series F 9.2% exchangeable preferred stock,
     due 2009 -- Ca

   * $212 million of Series H 8.625% exchangeable preferred stock,
     due 2010 -- Ca

   * Senior Implied Rating -- B3

   * Senior Unsecured Issuer Rating -- Caa2

PRIMEDIA Inc.'s SGL - 3 Speculative Grade Liquidity Rating is
                      affirmed.

This action follows the company's announcement that it has agreed
to sell its About.com subsidiary to The New York Times Company in
a cash transaction valued at approximately $410 million.

The rating review will assess the likelihood that the sale will be
successfully concluded, the probability that proceeds will be used
to reduce PRIMEDIA Inc.'s outstanding debt and preferred stock
obligations, and the impact that this will have on PRIMEDIA's
future interest expense and free cash flows.

The SGL - 3 liquidity rating is affirmed, however, Moody's
considers that if the company uses proceeds to reduce its debt,
this will lead to a reduction in interest expense and an
improvement in liquidity, which may affect its SGL rating..

The proposed sales price is significantly higher than the value
expected by Moody's and provides PRIMEDIA Inc., with an ability to
prematurely reduce its debt and preferred stock burden to less
onerous proportions.  Assuming that an estimated $390 million in
after-tax proceeds is used to reduce debt, Moody's estimates that
PRIMEDIA's pro-forma leverage (based upon September 30, 2004 LTM
EBITDA) will reduce to 7.2 times debt and preferred stock to
EBITDA.  Moody's had previously estimated that the company would
reduce leverage to this level by the end of 2009.

New York City-based PRIMEDIA Inc., is a specialty magazine
publisher providing targeted content for both the consumer and
business-to-business sectors.  The company recorded $1.4 billion
in revenues for the last twelve months ended September 30, 2004.


PROTEIN DESIGN: S&P Withdraws Low-B & Junk Ratings
--------------------------------------------------
Standard & Poor's Ratings Services withdraw the ratings on
Fremont, California-based emerging pharmaceutical company Protein
Design Labs, Inc., due to lack of investor interest.

As reported in the Troubled Company Reporter on July 14, 2003,
Standard & Poor's assigned its 'CCC' rating to Protein Design Labs
Inc.'s proposed $250 million 2.75% convertible subordinated notes
due 2023 (the notes could include an additional amount of up to
$50 million).  At the same time Standard & Poor's affirmed its
'B-' corporate credit rating on the emerging biotechnology
company.


QWEST COMMS: Reviews MCI Merger & May Submit Modified Offer
-----------------------------------------------------------
In a letter dated Feb. 17, 2005, to MCI, Inc.'s Board of
Directors, Richard C. Notebaert, Chairman and Chief Executive
Officer of Qwest Communications International, Inc., relates that
Qwest is in the process of evaluating MCI's agreement with
Verizon Communications Inc.

Once Qwest completes its review Verizon merger agreement, Mr.
Notebaert says, Qwest intends to submit a modified offer to
acquire MCI.

"We would expect MCI and its advisors to engage us in a
meaningful dialog regarding the merits of our offer and we would
further expect access to due diligence information consistent
with that offered other parties," Mr. Notebaert says.

According to Mr. Notebaert, Qwest hasn't received any response
regarding it proposal submitted on February 11, 2005.  Qwest also
complains that it was provided with limited access to due
diligence information regarding MCI.  Other parties were
reportedly given more access.

"Published reports, including public disclosures by MCI's
President and CEO, indicate that the consideration to MCI
shareholders in the Verizon proposal is substantially less than
the consideration Qwest offered to MCI shareholders.  In addition
to the superior merger consideration offered by Qwest to your
shareholders compared to the Verizon offer, we would like to
remind you that Qwest's proposal is superior to the Verizon
proposal because our regulatory approval process is likely to be
completed at least six months more quickly and the value to the
MCI shareholders from participation in approximately 40% of the
synergies in a Qwest transaction will substantially exceed the
value of synergies that would be received by MCI Shareholders in
a Verizon deal," Mr. Notebaert asserts.

                    Qwest's February 11 Proposal

On February 11, 2005, Qwest transmitted a letter to the Board of
Directors of MCI, Inc., in which it proposed to acquire MCI.

Qwest reconfirmed the terms of its proposal in writing to the MCI
Board of Directors on the evening of February 13, 2005.

To eliminate any public confusion regarding the terms of the
proposal included in its letter, Qwest filed a Form 8-K with the
Securities and Exchange Commission, on February 16, 2005,
outlining the terms of its proposal.

Stephen E. Brilz, Assistant Secretary of Qwest Communications,
presents a summary of Qwest Communications' proposed cash and
stock transaction terms:

Consideration:    Qwest common stock with a cash component to MCI

Value:            $23.00 per share consideration to MCI
                   shareholders comprised of $7.50 in cash and
                   $15.50 of Qwest common stock based on a fixed
                   exchange ratio of 3.735 Qwest shares per MCI
                   share.

                   In addition, MCI shareholders to receive $0.40
                   in quarterly dividends per MCI share for the 4
                   quarters anticipated between signing and
                   closing.

                   Pro forma ownership split of 40.0% MCI/60.0%
                   Qwest.

Form of           Fixed exchange ratio, no collar, cap, floors or
Exchange Ratio:   other 'banding' mechanisms.

                   Exchange ratio based on Qwest closing price of
                   $4.15 on February 11, 2005, and MCI offer price
                   adjusted for $7.50 cash consideration per MCI
                   share to be paid to MCI shareholders.

                   MCI shareholders participate in upside of Qwest
                   stock and substantial synergies from day of
                   announcement.

Definitive        The Merger Agreement will contain
Agreement:        representations, warranties, covenants, closing
                   conditions and other terms as are customary for
                   transactions of this type, including closing
                   conditions regarding shareholder approval, no
                   material adverse change in MCI, receipt of
                   regulatory approvals, accuracy of
                   representations and warranties, compliance with
                   covenants, and no governmental injunction.

                   The Merger Agreement will not have a financing
                   condition.

Example of        For clarity, given the above and assuming a
Overall Value     February 28, 2006 closing, MCI shareholders
Received by MCI   would receive between signing and closing:
Shareholders:
                   * Approximately $1.60 in cash (over 4 quarters)
                     per MCI share;

                   * Approximately $7.50 in cash per MCI share;
                     and

                   * 3.735 Qwest shares per MCI share.

                   In addition, MCI shareholders receive
                   substantial participation in value of
                   synergies post-closing.

No Solicitation/  The Merger Agreement will contain an
Superior          appropriate non-solicitation provision, which
Proposal:         would allow MCI's board the ability to change
                   its recommendation in favor of the Qwest
                   transaction prior to the MCI shareholder vote
                   in the event of a Superior Proposal that Qwest
                   does not match.

                   In the event of a Superior Proposal, Qwest will
                   be entitled to a customary break up fee and
                   reasonable and documented out-of-pocket
                   expenses.

Regulatory:       Qwest and its regulatory advisors are highly
                   confident that all necessary regulatory
                   approvals can be obtained within a ten to
                   twelve month time frame and would not require
                   actions (e.g., divestitures) material to the
                   underlying business case for the transaction.
                   Qwest and MCI will agree in the Merger
                   Agreement to use reasonable best efforts to
                   obtain all necessary regulatory approvals,
                   which will include taking any remedial actions
                   other than those having a material adverse
                   change on the combined entity.

Expected Timing:  Closing will occur after all regulatory
                   approvals are obtained, which is anticipated to
                   be 10 to 12 months after signing.

Drop Dead Date:   The Merger Agreement will have an outside
                   termination date of 10 months unless regulatory
                   approvals are not yet satisfied, in which case
                   the outside termination date can be extended by
                   either party for 60-day increments up to a
                   maximum of 14 months from the signing date.

Consideration:

    (In millions except for per share data)  Per Share  Aggregate
    ---------------------------------------  ---------  ---------
    Effective Value to MCI Shareholders        $24.60    $7,997
    Less: Quarterly Dividends                   (1.60)     (520)
       Cash Merger Consideration                (7.50)   (2,438)
                                             ---------  ---------
    Qwest Stock to Be Issued                   $15.50    $5,039
    Qwest Stock Price at 02/11/05               $4.15
    Exchange Ratio                                        3.735
    Qwest Shares to be Issued                             1,214
    % of Pro Forma Outstanding Qwest Shares                  40%

                           About MCI Inc

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.

                     About Qwest Communications

Qwest Communications International Inc. --
http://www.qwest.com/-- is a leading provider of voice, video
and  data services.  With more than 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

At Sept. 30, 2004, Qwest's balance sheet showed a $2,477,000,000
stockholders' deficit, compared to a $1,016,000,000 stockholders'
deficit at Dec. 31, 2003.


RICHTREE INC: Court Terminates Restructuring Under CCAA Protection
------------------------------------------------------------------
The Ontario Superior Court of Justice terminated Richtree Inc.'s
proceedings under the Companies' Creditors Arrangement Act,
subject to certain exceptions, including the continuation of the
directors' and officers' indemnity and certain super-priority
charges previous granted by the Court under the Oct. 18 initial
order.  The order came following subsidiary Richtree Markets'
filing of a Notice of Intention to make a proposal in bankruptcy
on Feb. 14, 2005.

The Court also approved and authorized the implementation of a
claims procedure in respect of any claims against the directors
and officers of Richtree, pursuant to which PricewaterhouseCoopers
Inc. will act as the claims administrator.

The Court also approved the activities of PwC, in its capacity as
monitor of Richtree, as set out in the sixth report of the monitor
to the Court dated Feb. 8, 2005, a copy of which will soon be
available, along with the order, on Richtree's Web site at
http://www.richtree.ca/

A copy of the first report of PWC, as interim receiver, dated
Feb. 8, 2005, has also been approved by the Court and will be
available, along with any related orders, on Richtree's Web site.

Richtree confirmed its view that the shareholders of Richtree Inc.
are unlikely to recover any value for their Class B Subordinate
Voting shares (MOO.SV.B) from the Richtree restructuring process
and therefore do not likely have any continuing economic interest
in Richtree.

                         About the Company

Richtree, Inc., is the holder of exclusive master franchise rights
from Movenpick Group of Switzerland to operate and sub-franchise
Movenpick March, and Marchelino restaurants in Canada and the
United States and to operate Movenpick restaurants in Canada. The
Company owns and operates 4 March, restaurants, 6 Marchelino
restaurants, 2 Take-me! March, outlets and 4 Movenpick restaurants
in Toronto, Ottawa, Montreal and Boston. In addition, the Company
operates 12 Take-me! March, outlets in a joint venture with
Loblaws.


RICHTREE MARKETS: Court Approves PwC Hiring as Interim Receiver
---------------------------------------------------------------
The Ontario Superior Court of Justice approved on Feb. 14,
Catalyst Fund General Partner I Inc.'s request to appoint
PricewaterhouseCoopers Inc. as Richtree Markets Inc.'s interim
receiver for the limited and sole purpose of completing a sale
transaction.  The approval came after Markets gave a Notice of
Intention to make a proposal in bankruptcy filed on the same date.

Catalyst, a senior secured lender of Markets' parent, Richtree
Inc., sought and obtained the Court's approval of the sale by PwC,
as interim receiver, of the property, assets and undertaking of
Markets to Richtree Market Restaurants Inc., a newly incorporated
corporation controlled by Catalyst, pursuant to a purchase and
sale agreement entered into as of Feb. 14, 2005.  The purchase
price for the Assets of Markets will consist of the assumption by
the Purchaser of approximately $8.5 million of the debt owing to
Catalyst by Markets.  The Court declared that the terms of the
Purchase Agreement, including the purchase price, are fair and
commercially reasonable and were arrived at in a commercially
reasonable manner.  The purchase of the assets of Markets is
subject to the satisfaction of certain conditions and is expected
to close within thirty days.

Notwithstanding the appointment of PwC as the interim receiver,
Markets shall, until the completion of the sale, remain in
possession of its property and shall carry on its business,
subject to and in a manner consistent with the Purchase Agreement.

Colin T. West, President and CEO of Richtree, said: "the purchase
of the assets of Markets by a Catalyst-led company places the
operations in a strong financial position with capital available
to further develop its restaurants, and is in the best interest of
our customers, suppliers and employees, all of whom are being
offered positions with the new company."  The restaurants owned
and operated by Markets in Ontario, located in Toronto (4),
Ottawa, Mississauga and Windsor continue in full operation and
will be acquired by the Purchaser as part of the closing.  Markets
will open a new restaurant in Milton, Ontario on February 22,
2005, the second such unit in a Q-store in collaboration with
Canadian Tire Corporation's Leapfrog project.

Despite the termination of Richtree's CCAA proceedings, the Court
authorized Markets, to enter into an extension and amendment of
the debtor-in-possession term sheet with Catalyst originally dated
Oct. 18, 2004, extending the DIP term sheet to March 15, 2005, and
increasing the maximum amount available under the DIP financing
from $3.0 million to $4 million.

                        About the Company

Richtree, Inc., is the holder of exclusive master franchise rights
from Movenpick Group of Switzerland to operate and sub-franchise
Movenpick March, and Marchelino restaurants in Canada and the
United States and to operate Movenpick restaurants in Canada. The
Company owns and operates 4 March, restaurants, 6 Marchelino
restaurants, 2 Take-me! March, outlets and 4 Movenpick restaurants
in Toronto, Ottawa, Montreal and Boston. In addition, the Company
operates 12 Take-me! March, outlets in a joint venture with
Loblaws.


SATCON TECH: First Quarter Net Loss Widens to $1.4 Million
----------------------------------------------------------
SatCon Technology Corporation (Nasdaq NM: SATC), a developer and
manufacturer of electronic power control systems, reported
financial results for its fiscal 2005 first quarter, which ended
Jan. 1, 2005.

"Revenues for the three months ended January 1, 2005 were
$9.2 million as compared to $8.2 million in the same period last
year," said David Eisenhaure, SatCon's chairman and chief
executive officer.  "Our revenues for the fiscal first quarter
increased by 12% compared to a year ago and our backlog at
quarter-end was $22 million.  Our operating loss totaled $1.2
million for the first quarter."

From an operational standpoint, $6.0 million of the $9.2 million
in revenue was from Power Systems.  Our Electronics group
contributed with $2.2 million in revenue and our Applied
Technology group contributed $0.9 million.  As we look forward to
the remainder of 2005, we expect continued improvement in sales
from all of our divisions for products in the defense systems,
electronics, alternative energy, test and measurement and
industrial automation markets.  We are also confident that we can
continue to manage our costs, increase our backlog and grow
profitably in the future.

"During the quarter we completed the $8.0 million financing
transaction that we had previously reported.  As we stated then,
we intend to use the net proceeds from the financing for general
corporate purposes, in particular to support our growth
opportunities in 2005 and beyond.

                        About the Company

SatCon Technology Corporation -- http://www.satcon.com/--  
manufactures and sells power Control products for critical
military systems, alternative energy applications and in high-
reliability industrial automation.  Products include inverter
electronics from 5 kilowatts to 5 megawatts; power switches; and
hybrid microcircuits for industrial, medical, military and
aerospace applications.  SatCon also develops and builds digital
power electronics and high-efficiency machines and control systems
for a variety of defense applications.

                          *     *     *

                       Going Concern Doubt

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

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

For the three months ended Jan. 1, 2005, SatCon's net losses
widened to $1,432,440, compared to a $921,659 net loss for the
three months ended Dec. 27, 2003.


SEARCHGOLD RESOURCES: Defaults on Tardy Financial Statements
------------------------------------------------------------
SearchGold Resources Inc. (TSX VENTURE:RSG) discloses that
following the Notice of Default issued by the Company on Jan. 19,
2005, the only change required to be disclosed relates to the fact
that the Company has filed its Annual financial statements and
expects to file their quarterly financial statements on or about
Feb. 25, 2005.

As previously disclosed, there are no events to report and the
stock will continue to trade, as usual.  The management cease
trade order is maintained until filings are completed.

SearchGold must issue a Default Status Report on a bi-weekly basis
(during the period of default) disclosing:

     (i) any material change in the information contained in the
         Notice of Default;

    (ii) details of any failure by the Company to fulfill its
         stated intentions in its Notice of Default;

   (iii) any actual or anticipated default of a financial
         statement filing requirement subsequent to that disclosed
         in the Notice of Default; and

    (iv) any other material information concerning the affairs of
         the Company that has not been generally disclosed.

                        About the Company

SearchGold Resources Inc. -- http://www.searchgold.ca/-- is a
Canadian based mining exploration company whose primary mission is
to target, explore and develop diamond and gold deposits in Africa
and Canada.  SearchGold's project strategy maximizes its
experience and resources and supports the Company's commitment to
strengthen shareholder value.


SENSE TECHNOLOGIES: Nov. 30 Balance Sheet Upside-Down by $861,991
-----------------------------------------------------------------
Sense Technologies, Inc., filed with the Securities and Exchange
Commission its financial statements for the quarterly period ended
Nov. 30,2004.

Sales for the period ended November 30, 2004 were $6,608, a 96
percent decrease over the period ended November 30, 2003. The
difference is due to timing of customer's purchases and the
Company's attention currently being focused on the ScopeOut
product line acquisition and development.  Direct costs were
$5,184, a 96 percent decrease over the period ended November 30,
2003, which is primarily in-line with the change in sales.
The Company realized a positive gross margin contribution of
$1,424.

At Nov. 30, 2004, the Company had cash and cash equivalents on
hand of $17,611 compared to $3,876 at November 30, 2003. During
the period ended November 30, 2004, the Company funded operations
using existing cash balances, cash flow from operations, and by
raising money through the issuance of common stock.  At Nov. 30,
2004, Sense Technologies had a working capital deficit of
$1,015,283 as compared to positive working capital of $177,750 at
November 30, 2003.  The decrease in working capital is largely due
to certain convertible promissory notes payable becoming due
within one year.

                        About the Company

Sense Technologies, Inc., holds an exclusive license to
manufacture, distribute, market and sublicense world-wide, a
patented technology which is used to produce the Guardian Alert
backing awareness system for motor vehicles utilizing microwave
radar technology, as well as a patented technology which is used
to produce the ScopeOut adjustable mirrors system for improved
backing awareness.  The Company manufactures the Guardian Alert
product in Charlotte, NC through an outsourced vendor with
extensive experience producing products for auto dealerships, and
OEMs. The manufacturer of the ScopeOut products will be approved
soon.  The Company has established relationships with multiple
large dealership groups and after market product distributors.
The Company plans to complete development of its next-generation
microwave product and continue to increase sales through continued
development of new marketing relationships, as well as develop
marketing opportunities for the recently-added ScopeOut product
line.

At Nov. 30, 2004, Sense Technologies' balance sheet showed a
$861,991 stockholders' deficit, compared to a $937,355 deficit at
Feb. 29, 2004.


SOUTHERN POWER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Southern Power Systems, Inc.
        1668 Capital Circle South East
        Tallahassee, Florida 32301

Bankruptcy Case No.: 05-40164

Type of Business: The Debtor is an electrical contracting firm.

Chapter 11 Petition Date: February 17, 2005

Court: Northern District of Florida (Tallahassee)

Judge: Lewis M. Killian Jr.

Debtor's Counsel: Albert C. Penson, Esq.
                  Penson, Padgett & Conrad, P.A.
                  2810 Remington Green Circle
                  Tallahassee, FL 32308
                  Tel: 850-561-8000
                  Fax: 850-561-8030

Total Assets: $615,732

Total Debts:  $1,350,034

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Capital City Bank             Accounts Receivable,      $354,950
PO Box 900                    Equipment, Fixtures,
Tallahassee, FL 32302         Furniture & Inventory
                              Secured value:
                              $288,889

Hughes Supply, Inc.                                     $181,853
550 Appleyard Drive
Tallahassee, FL 32304

Graybar Electric              Secured by notice         $167,217
PO Box 511                    to owner
Tallahassee, FL 32302

Capital City Bank             1994 Chevy 1500; New      $146,872
                              Holland model 25
                              mini ex; 1997
                              Chevrolet Box
                              Truck Tilt Cab;
                              1997 GMC Savana
                              Van 2500; 1999
                              GMC Savana V
                              Secured value:
                              $56,760

Internal Revenue Service      Form 941                   $92,635

Sid Gray Insurance                                       $40,000

FHM Insurance Company                                    $35,550

Data Set Ready, Inc.                                     $22,830

BC Power Design, Inc.         Secured by Notice          $15,543
                              to Owner

AIIC                                                     $13,347

City Electric Supply                                     $12,826

Capital Trenching                                        $12,555

Department of Revenue         Form 940 Unemployment      $11,606
                              compensation

Bank Card Center              Credit card debt           $11,371

Koorsen Protection                                       $11,325

Trojan Labor                                             $10,866

Simplex Grinnell                                          $9,808

Internal Revenue Service      Form 941                    $7,309

Barnett, Inc.                                             $7,116

Great Southern Demolition                                 $5,642


SPX CORPORATION: Amends Cash Tender Offers for Senior Notes
-----------------------------------------------------------
SPX Corporation (NYSE: SPW), amended certain of the terms of its
pending tender offers for its 7-1/2% Senior Notes due 2013 and for
its 6-1/4% Senior Notes due 2011.

As part of the amendment, SPX amended the pricing with respect to
each of the tender offers for the 7-1/2% Senior Notes and the
6-1/4% Senior Notes.  Accordingly, holders who tender their 7-1/2%
Senior Notes at or prior to 5:00 p.m., New York City time, on
March 7, 2005, will receive the total consideration, including the
consent payment, based on a fixed spread of 62.5 basis points over
the yield to maturity of the 3% U.S. Treasury due Nov. 15, 2007,
subject to the terms and conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated Feb. 4, 2005.
Holders who tender their 6-1/4% Senior Notes on or prior to
March 7, 2005, will receive the total consideration, including the
consent payment, based on a fixed spread of 62.5 basis points over
the yield to maturity of the 5% U.S. Treasury Note due Feb. 15,
2011, subject to the terms and conditions set forth in the Offer
to Purchase.  In addition, the date by which holders of Notes
needed to tender their Notes in order to obtain the consent
payment has been extended to March 7, 2005.  The remaining terms
of the tender for the 6-1/4% Senior Notes and the 7-1/2% Senior
Notes remain unchanged.

As described above, the consent solicitations and tender offers
will expire at 5:00 p.m., New York City time, on March 7, 2005,
unless extended.  Holders who tender their Notes pursuant to the
offers will be required to consent to the proposed amendments.
The offer is subject to the satisfaction of certain conditions,
including closing of the sale of SPX Corporation's Edwards Systems
Technology business, and receipt of consents in respect of the
requisite principal amount of Notes.  The purpose of the consent
solicitations is to, among other things, eliminate substantially
all of the restrictive covenants and certain of the default
provisions contained in the indenture governing the Notes.  As of
Feb. 17, 2005, SPX Corporation had received the requisite consents
for the 6-1/4% Senior Notes.

A Supplement to the tender offer documents is being distributed to
holders. J.P. Morgan Securities Inc. is the Lead Dealer Manager
for the offers and Lead Solicitation Agent for the consent
solicitations and can be contacted at (212) 834-3424 (collect) or
(866) 834-4666 (toll free). Global Bondholder Services Corporation
is the Information Agent and can be contacted at (212) 430-3774
(collect) or (866) 387-1500 (toll free).

                        About the Company

SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology,
cooling technologies and services, and service solutions. The
Internet address for SPX Corporation's home page is
http://www.spx.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2004,
Fitch affirmed the ratings on SPX Corporation's senior unsecured
debt and senior secured bank debt at 'BB' and 'BB+'.

The Rating Outlook has been revised to Evolving from Stable.

At Sept. 30, 2004, SPX had close to $2.5 billion of debt
outstanding.

The Rating Outlook revision follows SPX's recently announced,
separate agreements to sell BOMAG and Edwards Systems Technology
-- EST -- for a combined $1.8 billion in cash. SPX expects the
transactions will be completed by the end of the first quarter of
2005 and has stated its intent to use proceeds from the sales to
strengthen its balance sheet, pay down debt and buy back equity.
The company continues to review its business portfolio for
potential additional asset sales.


STELCO INC: Names Roland Keiper & Michael Woollcombe to Board
-------------------------------------------------------------
Stelco Inc. (TSX:STE) appointed Roland Keiper and Michael
Woollcombe to its Board of Directors, effective immediately.

Mr. Keiper is the President of Clearwater Capital Management Inc.,
a Toronto-based investment manager.  Prior to co-founding
Clearwater in 1999, Mr. Keiper headed the Canadian proprietary
investing activities of RBC Dominion Securities.

Mr. Woollcombe is a principal of VC & Co. Incorporated, which acts
as a strategic advisor to institutional and other shareholders
with respect to their investments in Canadian public and private
companies.  Prior to the establishment of VC & Co. Incorporated
Mr. Woollcombe practised corporate and securities law with a major
Toronto law firm.

Stelco indicated by way of background that its Board had received
specific requests from a number of shareholders to consider such
appointments.  Shareholders holding in excess of 35% of the
Company's shares were supportive of the appointments.  After
careful consideration, and given potential recoveries at the end
of the Company's restructuring process, the Board responded
favourably to the requests by making the appointments announced on
Feb. 18.

Richard Drouin, Chairman of Stelco's Board of Directors, said,
"I'm pleased to welcome Roland Keiper and Michael Woollcombe to
the Board.  Their experience and their perspective will assist the
Board as it strives to serve the best interests of all our
stakeholders.  We look forward to their positive contribution."

With Friday's appointments Stelco's Board consists of nine
members.  Mr. Drouin said that other appointments to the Board may
be forthcoming.

                        About the Company

Stelco, Inc. -- http://www.stelco.ca/--which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  Consolidated net sales in
2003 were $2.7 billion.


STEWART ENTERPRISES: 99.4% of Noteholders Agree to Amend Indenture
------------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS: STEI) completed its
previously announced tender offer and consent solicitation for any
and all $300 million outstanding principal amount of its 10-3/4%
Senior Subordinated Notes due 2008.

A total of $298.3 million in aggregate principal amount of the
Notes (99.4% of the outstanding Notes) were tendered prior to the
expiration date of 5:00 p.m., New York City time, on Feb. 18,
2005.  The Company previously accepted for purchase and paid for
approximately $298.2 million in aggregate principal amount of the
Notes tendered pursuant to the Offer.  The Company expects to
accept for purchase and pay for the remaining tendered Notes on or
about Feb. 22, 2005.  The amendments to the indenture governing
the Notes that were proposed by the Company in connection with the
Offer, which eliminate substantially all of the restrictive
covenants and certain events of default contained in the indenture
governing the Notes, were approved by written consent of the
tendering holders of the Notes and became operative on Feb. 11,
2005, upon the Company's acceptance of the tendered Notes for
purchase.

Banc of America Securities LLC acted as the Company's exclusive
dealer manager and solicitation agent in connection with the
Offer.

                        About the Company

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

                          *     *     *

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

Moody's rating actions are:

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

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

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

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

   * Affirmed Senior Implied, rated Ba3;

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

The ratings outlook is stable.


SOLUTIA INC: Wants to Walk Away from Gateway Lease
--------------------------------------------------
Historically, Solutia, Inc., operated the world's largest
integrated chlorobenzene business, which made a range of
intermediate "building block" chemicals used in a large number of
commercial applications.  Solutia operated the Chlorobenzene
Business primarily from its William G. Krummrich Plant in Sauget,
Illinois.

Due to the Chlorobenzene Business' deteriorating and disappointing
financial performance in the several years leading up to the
Petition Date, Solutia decided to shut it down.

After the shutdown of the Chlorobenzene Business, three non-debtor
entities continue to run separate chemical operations as guests at
the Krummrich Facility:

   (a) Astaris, LLC,
   (b) Flexsys America, LP, and
   (c) Occidental Chemical Corporation.

The Operating Agreements generally govern the relationships
between Solutia and the Guests and allocate certain costs between
the parties for utility and other ancillary support services used
by them at the Krummrich Facility.  In particular, Solutia is
obligated to provide certain steam, boiler feed water and
compressed air service to the Guests for use in their daily
operations.

                        Gateway Contracts

To procure the Steam Services for the Guests and for its
Chlorobenzene Business, Solutia had contracted with Gateway Energy
WGK, LLC, in 1998 for the construction and operation of a separate
plant at the Krummrich Facility.  Solutia and Gateway entered
into:

   (a) a Land Lease dated June 8, 1998, pursuant to which Gateway
       leases land at the Krummrich Facility for the Gateway
       Plant; and

   (b) a related Service Agreement dated June 8, 1998, that
       governs Gateway's provision of the Steam Services to
       Solutia and the Guests.

In connection with the execution of the Gateway Services
Agreement, Gateway Energy Systems, LC, Environmental Management
Corporation, Energy Equities L.C., G&P Energy Equities, L.C., and
Ameren Corporation executed a performance-related Guaranty in
favor of Solutia for Gateway's obligations under the Gateway
Services Agreement and the Land Lease.

The Land Lease and the Gateway Services Agreement both run for
terms of 20 years and expire in October 2019.  Solutia pays
Gateway $3.7 million per year for the Steam Services, $1.1 million
of which Solutia allocates to the Guests under the Operating
Agreements.  Pursuant to a separate operating and maintenance
agreement between Gateway and EMC, EMC operates the Gateway Plant
and provides Steam Services to Solutia and the Guests on Gateway's
behalf, and has been doing so since 2000.

                  Financing of the Gateway Plant

To finance the construction of the Gateway Plant, Gateway
initially borrowed $16 million from Mercantile Bank National
Association under a construction bridge loan pending the
consummation of additional financing.  Gateway later refinanced
the construction loan and completed the Gateway Plant through its
issuance of an $18.6 million senior note due 2019, to Teachers
Insurance and Annuity Association of America, and through equity
contributions from Gateway's members in the initial amount of
$2.22 million.  The outstanding principal and interest on the Note
owed to Teachers is currently in excess of $16 million.  Pursuant
to the terms of the Gateway Services Agreement, if Solutia
breaches that agreement before its expiration in 2019, Gateway has
the contractual right to damages in accordance with a
pre-negotiated schedule.

Gateway granted UMB Bank of St. Louis, as collateral agent for
Teachers, a first priority security interest in the Gateway
Services Agreement and any claims to which Gateway would be
entitled to secure Gateway's payment obligation under the Note.
Solutia also entered into a Consent and Agreement with UMB Bank,
pursuant to which Solutia agreed to assume Gateway's obligation
for the payment to Teachers of the Note if Solutia terminates the
Gateway Services Agreement, terminates the Land Lease or fails to
perform material obligations or covenants under the Gateway
Services Agreement.  Thus, although Gateway is the party to the
Gateway Services Agreement with Solutia, Teachers has asserted,
pursuant to the Consent and Agreement, that it is entitled to
enforce all obligations under the Gateway Services Agreement
directly against Solutia.

             Solutia Decides to Reject Gateway Lease

Solutia is paying about $2.6 million per year under the Gateway
Contracts, which cannot be re-allocated to the Guests, for Steam
Services that are no longer being used.  The Gateway Contracts
have become administrative burdens exposing Solutia to
$2.6 million in annual costs that would total $39 million through
the remaining 15-year terms of the Gateway Contracts.

Solutia explored alternatives to rejecting the Gateway Contracts
including the possibility of assigning them to a third party for
value.  But because of the complex nature of Solutia's
relationships with the Guests under the Operating Agreements and
that the Gateway Plant is physically located on and connected to
the Krummrich Facility, it was unlikely for any third party to
step into Solutia's shoes with respect to the Gateway Contracts.
Instead, Solutia has worked with Gateway, Teachers and EMC to
negotiate a consensual transaction pursuant to which Solutia will
reject the Gateway Contracts, agree with Gateway and Teachers on a
rejection damage claim and agree to terminate the Performance
Guaranty.

Over the past several months, Solutia has been in discussions with
various alternate providers to deliver Steam Services to the
Guests at the Krummrich Facility after rejecting the Gateway
Contracts.  Solutia has explored the possibility of leasing new
boilers and related equipment from third parties, as well as
obtaining replacement Steam Services in connection with a
third-party operator's purchase and operation of the existing
Gateway Plant.  Solutia decided that the most cost-effective
alternative for its replacement of Steam Services would be through
a third-party's purchase and operation of the Gateway Plant.
Thus, Solutia and Gateway have negotiated with EMC, the current
operator of the Gateway Plant, and Industrial Steam Products, Inc.
with respect to the sale of the Gateway Plant and the use of those
assets to provide Steam Services to the Guests at the Krummrich
Facility.

After carefully evaluating proposals from both EMC and Industrial,
Solutia favored EMC's proposal.  Although both had substantially
the same fixed annual fixed costs, Industrial did not propose a
mechanism for the reduction in these costs over time.

Therefore, Solutia, Gateway, Teachers and EMC agreed to an asset
purchase agreement, pursuant to which EMC is required to purchase
the Gateway Plant and close the sale by February 24, 2005.
Solutia and EMC further agreed to a services agreement, which
would run for an initial five-year term and continue thereafter
unless and until terminated with 24 months notice.

Because the EMC Services Agreement would contemplate a reduced
level of Steam Services and because Solutia can re-allocate 100%
of the costs for that reduced service level to the Guests under
the Operating Agreements, Solutia's costs for procurement of the
Steam Services going forward will be reduced to zero.  This will
enable Solutia to save $2.6 million per year as compared to
payments to Gateway under the Gateway Contracts, which could total
$39 million over the remaining terms of the Gateway Contracts.
Although Solutia's rejection of the Gateway Contracts will expose
Solutia to a significant rejection damage claim, the claim will be
outweighed by the projected long-term savings under the EMC
Services Agreement.

As part of the overall sale transaction, Gateway has agreed to
assign the Land Lease to EMC to enable EMC to operate and maintain
the Gateway Plant at the Krummrich Facility.  There are no
impediments to Solutia's assumption of the Land Lease because
Solutia and Gateway have agreed that there are no defaults that
need to be cured and that there is adequate assurance of Solutia's
future performance under the Land Lease.

          Resolution of Teachers' Rejection Damage Claim

Gateway and UMB Bank both filed proofs of claim against Solutia
for $20.2 million in damages in the event Solutia rejects the
Gateway Contracts and for $200,000 for other prepetition amounts
due under the Gateway Contracts.

Solutia decided to allow Teachers' asserted rejection damage
claim.  Solutia is willing to grant Teachers an allowed
prepetition unsecured claim against its estate for $20,391,317,
effective on the closing of the sale of the Gateway Plant to EMC.

                          Effective Date

Solutia wants its rejection of the Gateway Contracts, termination
of the Performance Guaranty, and assumption and amendment of the
Land Lease be effective as of the Closing Date of the sale
transaction between Gateway and EMC.

Accordingly, the Debtors ask authority from the U.S. Bankruptcy
Court for the Southern District of New York to:

   (a) reject the Gateway Contracts;

   (b) terminate the Performance Guaranty;

   (c) assume and amend the Land Lease;

   (d) resolve Teachers' rejection damage claim; and

   (e) enter into the EMC Services Agreement.

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


SYRATECH CORP: Files for Chapter 11 Protection in D. Massachusetts
------------------------------------------------------------------
Syratech Corporation and its subsidiaries, Wallace International
de P.R., Inc., and CHI International, Inc., filed voluntary
chapter 11 petitions in the United States Bankruptcy Court for the
District of Massachusetts, Eastern Division, on Feb. 16, 2005.

The Debtors suffered significant net losses and generated negative
cash flows from operating activities during years 2002, 2003 and
2004.  As a result, the Debtors did not make certain payments due
on Oct. 15, 2004, under a senior notes indenture, which
constituted events of default under the indenture and its
prepetition credit agreement.

On Nov. 16, 2004, the Debtors reached an agreement in principle
with its noteholders' committee to restructure and substantially
reduce the Debtors' outstanding indebtedness, while at the same
time preserving the Debtors' critical relationships with suppliers
and customers, through a "pre-packaged" chapter 11 filing.

To reflect this agreement, the Debtors entered into a Lock-up
Agreement, dated Nov. 15, 2004, with their senior noteholders.
Pursuant to the terms and conditions of the Lock-up Agreement, the
holders of more than 70% of the amount of the senior note claims
have agreed not to oppose the prepackaged Chapter 11 Plan.  The
Lock-up Agreement provides that a disclosure statement describing
the Plan must be approved within 60 days of the bankruptcy filing,
and the Plan must be confirmed within 45 days of the date the
disclosure statement is approved.

Also, the Debtors have engaged in significant cost reduction
efforts over the past year, and expect to realize the benefits of
those efforts over the coming year.

                         Terms of the Plan

The Plan provides for the Debtors' continued operations after the
Plan confirmation with a new capital structure.  To achieve the
new capital structure, the Plan effectively provides for:

   (a) a new senior secured financing that will be used to pay off
       in full the debtor-in-possession financing facility;

   (b) holders of trade debt and employee-related unsecured debt
       to be paid in full their allowed claims as they would
       become due in the ordinary course of business, and holders
       of other general unsecured claims to be paid in full their
       allowed claims on the effective date of the Plan;

   (c) holders of senior notes and certain other non-trade
       unsecured debt to share pro rata, in a pool consisting of
       $55 million in new senior notes to be issued by reorganized
       Syratech and approximately 90% of the common equity of
       Reorganized Syratech, subject to dilution as described in
       the Plan;

   (d) holders of Syratech's outstanding preferred equity
       interests to receive a pro-rata share of warrants for 2.5%
       of Reorganized Syratech's common stock, exercisable when
       reorganized Syratech's equity value, assuming conversion of
       the new senior notes, exceeds $140 million;

   (e) holders of Syratech's outstanding equity interests to
       receive a pro rata share of warrants for 2.5% of
       reorganized Syratech's common stock, exercisable when
       reorganized Syratech's equity value, assuming conversion of
       the new senior notes, exceeds $155 million; and

   (f) approximately 10% of the common stock of the reorganized
       Syratech to be reserved for a management incentive plan.

Under the Debtors' proposed plan of reorganization, general
unsecured creditors, will be unimpaired.

                              DIP Loan

The Debtors intend to finance their chapter 11 cases through a
revolving credit facility of up to $45 million provided by
CapitalSource Finance LLC.  The proceeds of the DIP Loan will be
used to pay the Debtors' operating expenses, satisfy in full the
Debtors' prepetition secured lenders, and pay other amounts
authorized pursuant to its first-day motions.  CapitalSource has
also committed to provide the Debtors with an exit facility upon
Plan confirmation on substantially the same economic terms as the
DIP Loan.

Headquartered in Boston, Massachusetts, Syratech Corporation --
http://www.syratech.com/-- manufactures, markets, imports and
sells tabletop giftware and home decor products.  The Company and
its subsidiaries filed for chapter 11 protection on Feb. 16, 2005
(Bankr. D. Mass. Case No. 05-11062, 05-11064 through 05-11065).
Andrew M. Troop, Esq., Arthur R. Cormier, Jr., Esq., and
Christopher R. Mirick, Esq., at Weil, Gotshal & Manges LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$86,845,512 in total assets and $251,387,015 in total debts.


SYRATECH CORP: Case Summary & 60 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Syratech Corporation
             175 McClellan Highway
             Boston, Massachusetts 02128

Bankruptcy Case No.: 05-11062

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      CHI International, Inc.                       05-11064
      Wallace International de Puerto Rico, Inc.    05-11065

Type of Business: The Debtor manufactures, markets, imports and
                  sells tabletop giftware and home decor products.
                  See http://www.syratech.com/

Chapter 11 Petition Date: February 16, 2005

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtors' Counsel: Andrew M. Troop, Esq.
                  Arthur R. Cormier, Jr., Esq.
                  Christopher R. Mirick, Esq.
                  Weil, Gotshal & Manges LLP
                  100 Federal Street, 34th Floor
                  Boston, MA 02110
                  Tel: 617-772-8300
                  Fax: 617-772-8333

Total Assets: $86,845,512

Total Debts:  $251,387,015

A. Syratech Corporation's 30 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
US Bank Trust National        Bond Debt             $129,112,508
Association
Corporate Trust Services
Attn: James E. Murphy, V.P.
100 Wall St., Suite 1600
New York, NY 10005

Banco Popular De Puerto Rico  Unsecured Bank            $472,981
Post Office Box 3362708       Loan - Wallace
San Juan, PR 00936            International De
                              Puerto Rico, Inc.

Tae Yang Sa Company           Trade Debt                $306,458
C.P.O. Box 3279
Seoul, Korea

Minex                         Trade Debt                $198,698

Hayim Abulafia                Separation Agreement      $173,333

Taurus N.E. Inv. Corp 620     Real Estate Lease         $142,228

Intelligroup                  Trade Debt                $125,250

Richard Sonking               Consulting Agreement      $103,336

Joey Heiberg                  Royalties                  $95,258

Structuretone                 Trade Debt                 $79,344

Bohemia Crystalex Trading     Trade Debt                 $70,392

Pride Printers                Trade Debt                 $59,059

Seshin Co.                    Trade Debt                 $54,582

Mixed Media Group Inc.        Royalties                  $46,884

Sap America, Inc.             Trade Debt                 $46,537

Mike Mullins                  Wages/Benefits             $41,250

Paul Kanter                   Wages/Benefits             $39,332

Lee Brother Picture Frame     Trade Debt                 $34,507
Co., Ltd.

Toth Brand Imaging            Trade Debt                 $31,250

Merchandise Mart Properties   Real Estate Lease          $31,162

Techstar                      Trade Debt                 $30,528

Volt                          Trade Debt                 $29,489

Royal China And Porcelain     Royalties                  $28,507
Companies

Robert Kellner                Wages/Benefits             $27,750

Richard Roy                   Wages/Benefits/            $27,604
                              Severance

Badger KRY & Partners         Trade Debt                 $27,500

Privilege Staffing            Trade Debt                 $25,207

Richard Freiman               Wages/Benefits             $23,399

Eurl Guy Vieille              Trade Debt                 $21,551

Americasmart                  Real Estate Lease          $20,846

B. Wallace Int'l de Puerto Rico's 30 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Banco Popular De Puerto Rico  Unsecured Bank Loan       $472,981
P.O. Box 3362708
San Juan, PR 00936

O'neill & Borges              Trade Debt                 $22,997
250 Munoz Rivera Avenue
8th Floor
San Juan, PR 00918

Jose Arroyo                   Wages/Vacation/             $7,400
Box 1251                      Benefits
San German, PR 00683

Allstate Polyethylene Corp.   Trade Debt                  $6,308

Edwin Colon                   Wages/Vacation/             $6,120
                              Benefits

Peter Sorrentini              Trade Debt                  $6,000

Rene Lugo                     Wages/Vacation/             $5,480
                              Benefits

Edwin Ramos                   Wages/Vacation/             $4,920
                              Benefits

Luis Rodriguez                Wages/Vacation/             $4,520
                              Benefits

Iris Bonilla                  Wages/Vacation/             $4,440
                              Benefits

Rita Rodriguez                Wages/Vacation/             $4,200
                              Benefits

Felix Rosado                  Wages/Vacation/             $3,880
                              Benefits

Manuel Cruz                   Wages/Vacation/             $3,560
                              Benefits

Julmarie Acosta               Wages/Vacation/             $3,520
                              Benefits

Jose L. Rodriguez             Wages/Vacation/             $3,320
                              Benefits

Roberto Oliveras              Wages/Vacation/             $3,160
                              Benefits

Aracelis Vazquez              Wages/Vacation/             $3,080
                              Benefits

Adiel Ramos                   Wages/Vacation/             $3,000
                              Benefits

Maria D. Olmeda               Wages/Vacation/             $2,840
                              Benefits

Edwin Santos                  Wages/Vacation/             $2,840
                              Benefits

Divine Brothers Company       Trade Debt                  $2,785

Sergio Ocasio Residencial     Wages/Vacation/             $2,760
Sabana                        Benefits

Tae Yang Sa Co.               Trade Debt                  $2,734

Luis Santiago                 Wages/Vacation/             $2,680
                              Benefits

Anthony De Leon               Wages/Vacation/             $2,600
                              Benefits

3m De Puerto Rico, Inc.       Trade Debt                  $1,699

Fernando J. Rentas            Wages/Vacation/             $1,320
                              Benefits

Ochoa Industrial Sales Corp.  Trade Debt                  $1,189

Liquilux Gas Corp.            Trade Debt                  $1,000

Alarmas De Ponce, Inc.        Trade Debt                    $900


TECO AFFILIATES: Disclosure Statement Hearing Continued to Mar. 2
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved a
stipulation among Panda Gila River, L.P., Union Power Partners,
L.P., Trans-Union Pipeline, L.P., and UPP Finance Co., LLC,
Aretex, LLC, Franklin Mutual Advisers, LLC, and Citibank, N.A.,
which provides for these modified timelines in the Debtors'
Chapter 11 cases:

    (a) The Initial Hearing will be continued to March 2, 2005 at
        1:30 p.m.  This Continued Hearing will be a final hearing
        to determine if the Disclosure Statement contains adequate
        information.  The Continued Hearing will not be
        evidentiary in nature, and no witnesses will be called and
        no discovery will be taken with respect to the issue of
        whether the Disclosure Statement contains adequate
        information under Section 1125 of the Bankruptcy Code;

    (b) The Disclosure Statement Objection Deadline is 12:00 p.m.
        Mountain Standard Time on February 24, 2005;

    (c) On or before February 18, 2005, the Debtors, the Non-
        Consenting Banks and Citibank must submit to the Court a
        discovery plan concerning the confirmation of the Plan.
        The Discovery Plan must also contain a preliminary
        statement of the nature of the Non-Consenting Banks'
        objections, if any, to confirmation of the Plan.  The
        Discovery Plan will be subject to Court approval;

    (e) Assuming approval of the Disclosure Statement, the Voting
        Solicitation will begin on March 7, 2005;

    (f) The Voting Deadline will be moved to April 1, 2005;

    (g) The Confirmation Objection Deadline will be moved to
        April 1, 2005;

    (h) The deadline to file any responses to any objections to
        confirmation of the Plan will be April 8, 2005;

    (i) The Combined Hearing will be moved to April 5, 2005, at
        10:00 a.m., and will be used to address any administrative
        issues relating to confirmation of the Plan, like the
        submission of ballot reports, and as a pre-trial
        conference with respect to any objections that may be
        filed to confirmation of the Plan; and

    (j) A final evidentiary hearing to consider confirmation of
        the Plan will commence on April 19 and 20, 2005, at 9:00
        a.m.  Any party that intends to introduce testimony at the
        Final Hearing must file with the Court on or before
        April 14, 2005, a declaration from each witness that will
        testify at the Final Hearing setting forth the direct
        testimony of the witness, or as otherwise directed by the
        Court.  Additionally, any witness that submits a
        declaration must be present in the courtroom at the Final
        Hearing and be available for cross-examination.

The Debtors and the Non-Consenting Banks will both use good faith
and commercially reasonable efforts, to respond to legitimate
requests to amend, modify, or clarify the Disclosure Statement
between February 14, 2005, and March 2, 2005.   The Debtors will
promptly provide relevant and non-privileged documents exchanged
with Citibank or its representatives relating to the Continued
Hearing and to confirmation.

Additionally, Aretex and Franklin Mutual's Motion for
Reconsideration is withdrawn, and the Critical Path Order is
deemed amended.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States. The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151). Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts. When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
(TECO Affiliates Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


TECO AFFILIATES: Wants to Amend Agreement with Morgan Stanley
-------------------------------------------------------------
As previously reported, Union Power Partners, L.P., Panda Gila
River, L.P., Trans-Union Interstate Pipeline, L.P., and UPP
Finance Co., LLC, sought the Court's authority to (i) assume
certain safe harbor agreements and (ii) execute a postpetition
assurance and amendment agreement between Panda Gila and
Constellation Energy Commodities Group, Inc.

Included in the schedule of executory contracts to be assumed in
the Debtors' request, is a master power purchase and sale
agreement between the Debtors and Morgan Stanley Capital Group,
Inc., dated as of June 12, 2003, which was amended on May 12,
2004.

The Debtors wish to enter into a Second Amendment to the Master
Agreement.  The Debtors believe that the execution of the Second
Amendment is in the ordinary course of their business, as well as
authorized by the terms of the Court's interim order entered on
January 27, 2005, with regards the Debtors' safe harbor
contracts.

Specifically, the Interim Order, among other things:

    (a) authorized the Debtors to enter into and perform safe
        harbor contracts and to pledge collateral under safe
        harbor contracts;

    (b) authorized the Debtors to continue to perform under
        Safe Harbor Contracts and to enter into assurance
        agreements related to the Contracts; and

    (c) established procedures for settling terminated Safe Harbor
        Contracts.

Out of an abundance of caution, however, the Debtors seek the
Court's authority to enter into the Second Amendment to the
Master Agreement with Morgan Stanley.

A full-text copy of the Second Amendment is available for free
at:

      http://bankrupt.com/misc/TECO_2ndamendmentagreement.pdf

Craig D. Hansen, Esq., at Squire, Sanders & Dempsey, L.L.P., in
Phoenix, Arizona, informs the Court that the execution of the
Second Amendment is essential to preserve the value of the
Debtors' estates and achieve a successful reorganization.

The Debtors' business is dependent on their ability to hedge
their exposure to commodity price fluctuations, which, in turn,
enables them to improve revenue with respect to the sale of
energy and minimize the impact of rising prices of natural gas.

If the Debtors are unable to continue their hedging activities,
they may have to resort to the spot market for the purchase of
natural gas and sale of energy, which will force them to incur
unnecessary and costly expenses.

Morgan Stanley, Mr. Hansen says, is one of the Debtors' most
critical trading counterparties, and is a significant trading
partner with respect to the Safe Harbor Contracts.  If the Safe
Harbor Contracts to which Morgan Stanley is a party are
terminated, the results to the Debtors' operations and
restructuring prospects will be disastrous.

Because termination of the Safe Harbor Contracts are excepted
from the automatic stay by virtue of Sections 556 and 560 of the
Bankruptcy Code, the Debtors want to assure Morgan Stanley that
they will have the ability to continue to perform under the Safe
Harbor Contracts.

Mr. Hansen relates that the execution of the Second Amendment,
which was negotiated in good faith between the Debtors and Morgan
Stanley, is the only way to provide assurance to Morgan Stanley.

Besides, Mr. Hansen continues, the execution of the Second
Amendment will not prejudice other creditors or parties-in-
interest.  The execution of the Second Amendment will instead
benefit the estates and creditors by enabling the Debtors to
continue their hedging activities with Morgan Stanley, which, in
turn, will permit the Debtors to maintain their business
operations and continue to generate revenue.

                           *     *     *

The Court will convene a hearing on the Debtors' request at 1:30
p.m., on March 2, 2005.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States. The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151). Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts. When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
(TECO Affiliates Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


TESTA HURWITZ: Ex-Partners File Involuntary Chapter 11 Petition
---------------------------------------------------------------
Eight former lawyers of Testa, Hurwitz & Thibeault, LLP, have
filed an involuntary chapter 11 petition against the firm
asserting $1,976,241 in individual claims.  The petition came
after Testa disclosed on Jan. 14, 2005, that it has reached a
decision to wind up its business and, ultimately, to dissolve it.

The Involuntary Chapter 11 petition was filed on Feb. 17 in the
U.S. Bankruptcy Court for the Eastern District of Massachusetts.

In a statement issued Friday, Feb. 18, Testa Hurwitz said:
"We are disappointed that certain of the firm's former partners
saw fit to file an involuntary Chapter 11 petition against the
firm.  Since the firm's announced dissolution on Jan. 14, 2005,
the firm has proceeded to wind down its affairs in an orderly
manner to maximize the value of its assets for the benefit of its
creditors, employees and partners.  The firm is current in its
obligations to all of its creditors and employees.  The firm's
paramount concern remains to ensure an orderly transition of its
clients and the satisfaction of its obligation to its employees
and creditors.  This action by certain of the former partners
could only disrupt this process and will be vigorously contested
by the firm, as the firm has more than sufficient resources to
satisfy all of its obligations to employees and creditors.  We
look forward to a prompt resolution to this matter."

In early December, ten partners decided to leave the Firm, having
found opportunities elsewhere that they considered more attractive
than continuing at Testa.  Although the Firm conducted merger
discussions with a number of suitors during the past several
weeks, many partners ultimately decided that they preferred other
opportunities.

As previously disclosed, George Thibeault, one of the Firm's
founding partners, and a committee comprised of Bill Asher, former
Managing Partner, Mark Smith, Chair of the Business Practice
Group, and John Welsh, COO of the Firm, will manage the orderly
winding up of the Firm.  Testa employees have received notice of
60 days of continued employment with the Firm.  Also, the Firm
will offer outplacement assistance to the extent possible.  The
Firm's accounts receivable will be collected and vendors will be
paid in an orderly fashion.  The Firm has no outstanding bank
debt.

                        About the Firm

Headquartered in Boston, Massachusetts, Testa, Hurwitz &
Thibeault, LLP -- http://www.tht.com/-- assists clients ranging
from multinational publicly traded businesses to start-ups to
individual entrepreneurs.  The firm's track record of innovation
and leadership in shaping the venture capital and private equity
industry is well known, and is matched today by robust practices
in all areas affecting information technology, life science and
other technology-oriented companies: intellectual property
counseling and litigation; securities law compliance and corporate
governance; corporate finance and acquisitions; securities and
other complex business litigation; governmental investigations;
taxation; executive compensation and employee benefits; and
immigration, labor and employment.


TESTA HURWITZ & THIBEAULT: Involuntary Chapter 11 Case Summary
--------------------------------------------------------------
Alleged Debtor: Testa, Hurwitz & Thibeault LLP
                125 High Street
                Boston, MA 02110

Involuntary Petition Date: February 17, 2005

Case Number: 05-11102

Chapter: 11

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Petitioners' Counsel: John J. Monaghan, Esq.
                      Holland & Knight
                      10 St. James Avenue
                      Boston, MA 02116
                      Tel: 617-523-2700

   Petitioner                              Claim Amount
   ----------                              ------------
Eric A. Deutsch                                $504,220
1005 Wisteria Way
Wayland, MA 01778

Gordon H. Hayes, Jr.                           $375,000
c/o LeBoeuf, Lamb, Greene & McRae, LLP   (plus interest)
260 Franklin St., 23rd Fl.
Boston, MA 02110

John M. Hession                                $375,000
51 Ellicott St.                          (plus interest)
Needham, MA 02492

Edwin L. Miller, Jr.                           $222,000
                                         (plus interest)

Thomas A. Beaudoin                             $220,414
                                         (plus interest)

David S. Davenport                             $166,421
                                         (plus interest)

Leslie E. Davis                                 $94,000

Richard S. Sanders                              $19,186
                                         (plus interest)


TODD MCFARLANE: U.S. Trustee Picks 7-Member Creditors Committee
---------------------------------------------------------------
The United States Trustee for Region 14 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in Todd
McFarlane Productions, Inc.'s chapter 11 case:

        1. Greg Capullo
           5017 Colonial Drive
           Schenectady, New York 12303
           Tel: 518-357-9265, Fax: 518-357-9270

        2. Neil Gaiman
           Attn: Kenneth F. Levin
           20 North Wacker Drive, #4200
           Chicago, Illinois 60606
           Tel: 312-827-9000, Fax: 312-827-9001

        3. Haberlin Studios Inc.
           Attn: Brian Haberlin
           28411 Rancho De Linda
           Laguna Niguel, California 92677
           Tel: 949-425-9622, Fax: 949-425-9623

        4. Comicraft
           Attn: Richard Starkings
           8910 Rayford Drive
           Los Angeles, California 90045
           Tel: 310-215-0362, Fax: 775-890-5787

        5. Tony Twist
           Attn: Donald W. Powell, Esq.
           7301 North 16th Street, #103
           Tel: 602-861-0777, Fax: 602-870-0296

        6. Brian Holguin
           3416 Buena Vista Avenue
           Glendale, California 91208
           Tel: 818-248-5778, Fax: 818-248-5778

        7. Thomas Orzechowski
           2037 North Farragut
           Portland, Oregon 97217
           Tel: 503-286-0421, Fax: 503-286-0421

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

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com-- publishes comic books including Spawn,
Hellspawn, & Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Kelly Singer, Esq., at Squire Sanders & Dempsey, LLP, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $10 million
in assets and more than $50 million in debts.


TRANSWESTERN PUBLISHING: Retains Goldman Sachs to Explore Options
-----------------------------------------------------------------
TransWestern Publishing Company LLC, a wholly-owned subsidiary of
TransWestern Holdings L.P., has retained Goldman, Sachs & Co. to
explore strategic alternatives.

On Jan. 17, 2005, TransWestern Publishing announced preliminary,
unaudited year-end results for 2004, reporting record revenue of
$371 million, an increase of 15 percent over 2003, and record
EBITDA of $110 million, a 21 percent increase over 2003.

                        About the Company

TransWestern Publishing is a California-based independent yellow
page directory publisher with more than 330 community-oriented
telephone directories in 25 states.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 18, 2004,
Moody's Investors Service has assigned a B1 rating to TransWestern
Publishing Company, LLC's proposed add-on first lien term loan and
a B3 rating to its proposed add-on second lien term loan.  Details
of the rating action are:

Ratings assigned:

   * proposed $100 million add-on senior secured first lien term
     loan, due 2012 -- B1; and

   * proposed $50 million add-on senior secured second lien term
     loan, due 2012 -- B3.

Ratings affirmed:

   * existing $65 million senior secured first lien revolving
     credit facility, due 2012 -- B1;

   * existing $400 million senior secured first lien term loan,
     due 2012 -- B1; and

   * senior implied rating -- B1.

Ratings downgraded:

   * existing $200 million senior secured second lien term loan,
     due 2012 -- to B3 from B2; and

   * issuer rating -- to Caa1 from B3.


TRANSWESTERN PUBLISHING: Moody's Puts B1 Rating on $65MM Sr. Loan
-----------------------------------------------------------------
Moody's Investors Service has affirmed ratings of TransWestern
Publishing Inc. and changed the outlook to developing.

The ratings affirmed are:

   * $65 million senior secured first lien revolving credit
     facility, due 2012 -- B1

   * $525 million senior secured first lien term loan, due 2012 --
     B1

   * $225 million senior secured second lien term loan, due 2012
     -- B3

   * Senior implied rating -- B1

   * Issuer rating -- Caa1

The outlook is changed to developing from stable.

This action follows the company's announcement that it has
retained an investment bank to explore strategic alternatives.

The change in outlook reflects the likelihood that TransWestern
will successfully conclude a sale of the company, which, in turn,
will affect its credit profile.  Moody's expects to refresh the
current ratings upon review of the details of a potential sale
agreement, and the terms and conditions of any related financing.

Moody's expects that a sale of the company will result in the
retirement of existing debt and its replacement with new debt in a
leveraged buyout.  The developing outlook underscores the
uncertainty, which currently surrounds the company's prospective
capital structure under new ownership and the possibility for
changes in its management philosophy, growth strategies and
financial policies.

Headquartered in San Diego, California, TransWestern Publishing
publishes 330 directories in 25 states.  In 2003, the company
reported revenues of $324 million.


TRANSWESTERN PUBLISHING: S&P Reviewing Low-B Ratings
----------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
TransWestern Publishing Co. LLC, including its 'B+' corporate
credit rating, on CreditWatch with developing implications.

The CreditWatch listing follows the company's announcement that it
has retained Goldman, Sachs & Co. to explore strategic
alternatives, which could include a sale of the company.
TransWestern had about $700 million in debt outstanding as of
Dec. 31, 2004.

Developing implications suggest that ratings could be affected
either positively or negatively, depending on whether a
transaction ultimately occurs.  An example of a transaction that
might have a positive effect would be an acquisition by a
higher-rated entity.  An example of a transaction that could have
a negative impact might include a decision to increase debt levels
to pursue an acquisition or a recapitalization.

"In resolving our CreditWatch listing, we will continue to monitor
developments associated with the company's pursuit of strategic
alternatives.  We could decide to resolve the CreditWatch listing
at a later date if it appears a transaction is not likely to
occur," said Standard & Poor's credit analyst Emile Courtney.


TRAVIS COUNTY: Moody's Junks Three Series of Housing Revenue Bonds
------------------------------------------------------------------
Moody's Investors Service has affirmed the Caa2 rating on the
Travis County Housing Finance Corporation Multifamily Housing
Revenue Bonds (Lakeview Apartments Project), Series 2001A and the
Ca rating on the Series 2001C junior bonds and Series 2001D
subordinated bonds.  The rating outlook on the senior and junior
debt remains negative.

Series 2001B have been retired.  The rating has been affirmed
based upon Moody's review of unaudited financial statements and
occupancy updates from management.  The rating affirmation of the
Caa2 reflects the expectation of at least partial recovery by
bondholders while the Ca reflects the subordinate position in the
recovery process.

Recent Developments/Results:

On January 1, 2005 there were insufficient funds to pay debt
service on any series of bonds, including the senior series.  In
addition, the debt service reserve funds remain insufficient to
cover full payment due to bondholders.  The junior and subordinate
bonds remain in default; the July 1, 2003, January 1, 2004, July
1, 2004 and January 1, 2005 payments for junior and subordinate
bonds were not made.  The reserve and replacement fund has a
balance of zero, creating the long-term problem of making the
capital improvements necessary to attract renters.

Lakeview's occupancy has been severely impacted by a downturn in
the Austin economy and the related soft demand for affordable
multifamily rental housing.  Management reports that physical
occupancy in February 2005 is approximately 81% up from 71% in
April 2004.  This is a reversal as occupancy levels had previously
been dropping.

Unaudited financial results for 2004 demonstrate senior bond debt
service coverage of approximately 0.46x, well below the 1.46x
projected in the underwriting pro forma.  Junior and subordinate
debt service coverage were also well below projections at
approximately 0.40x and 0.36x.  These results are lower than those
experienced in 2003 when senior coverage was 0.60x, and junior and
subordinate coverage were 0.52x and 0.48x, respectively.

Lakeview's owner, Agape Austin Area Housing Inc., a subsidiary of
the American Agape Foundation, has contributed funds to settle
certain expenses of the property but has indicated to Moody's that
it does not have the resources necessary to bring the debt service
on any series of debt current.

Outlook:

The rating outlook for all series' of bonds remains negative given
the challenges facing the property and the ongoing accrual of
principal in default.  Moody's believes that recent increase in
occupancy could indicate increasing demand, but expects that in
the near term Lakeview will operate under significant financial
stress, thus jeopardizing future debt service payments of all
series' of debt.  In addition, the possibility of physical
deterioration of the project lessons the rate of recovery.


TRICO MARINE: Executes New $75 Million Exit Financing Facility
--------------------------------------------------------------
Trico Marine Services, Inc. (OTC Pink Sheets: TMARQ) has entered
into a new $75 million exit financing facility agreement with its
existing U.S. Senior Secured Lenders, comprising a $55 million
term loan and a $20 million revolving credit facility.  The Exit
Credit Agreement will become effective and replace the Company's
existing $75 million debtor-in-possession financing facility
following final approval by the United States Bankruptcy Court for
the Southern District of New York.

At the request of the Lenders, the Company will file a motion with
the Bankruptcy Court on Tuesday, Feb. 22, 2005, requesting
approval of certain modifications to the Exit Credit Agreement.
Trico will request that a hearing on the motion be held on
accelerated notice.  The Company anticipates that such approval
will be the final step prior to emerging from Chapter 11, which is
now expected to occur not later than March 15, 2005.

Headquartered in New York, Trico Marine Services, Inc.
-- http://www.tricomarine.com/-- provides marine support services
to the oil and gas industry around the world.  The Trico Companies
operate a large, diversified fleet of vessels used in the
transportation of drilling materials, crews and supplies necessary
for the construction, installation, maintenance and removal of
offshore drilling facilities and equipment.  Trico Marine and its
debtor-affiliates filed for chapter 11 protection on Dec. 21, 2004
(Bankr. S.D.N.Y. Case No. 04-17985).  Leonard A. Budyonny, Esq.,
and Robert G. Burns, Esq., at Kirkland & Ellis LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $535,200,000 in
assets and $472,700,000 in debts.


UAL CORP: District Court Transfers PBGC Complaint to Judge Wedoff
-----------------------------------------------------------------
On Dec. 30, 2004, the Pension Benefit Guaranty Corporation
brought a complaint in the U.S. District Court for the Northern
District of Illinois seeking the involuntary termination of the
United Air Lines Pilot Defined Benefit Pension Plan under 29
U.S.C. Section 1342(a).

The PBGC alleged that it issued to United, as the administrator
of the A Plan, a Notice of Determination that stated that the
PBGC had determined that "the possible long run loss of the PBGC
with respect to the Plan may reasonably be expected to increase
unreasonably."

The PBGC finds the termination of the Pilot Plan necessary to
avoid an unreasonable increase in the liability of the PBGC
insurance fund.

The PBGC asked the District Court that it be appointed to serve
as the trustee of the Pilot Plan.

               Case Transferred to Bankruptcy Court

At a hearing held on January 25, 2005, United argued that the
termination of all of the Defined Benefit Pension Plans was
necessary for them to emerge from bankruptcy and that any
termination was a factor in its ability to emerge.  United
asserted that the PBGC action should be before Judge Wedoff.

The Air Line Pilots Association attorney supported United's
position.

The PBGC's attorneys argued that Congress expressly gave
authority over involuntary terminations to District Courts and
that an involuntary termination had nothing to do with the
bankruptcy proceedings.

After hearing the oral arguments, District Judge Joan Lefkow
ruled in favor of United and transferred the PBGC's action to the
Bankruptcy Court.

The URPBPA and the ALPA have filed requests with the District
Court to intervene in the PBGC's action.  Judge Lefkow also
referred both requests to the Bankruptcy Court.

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)


UCFC FUNDING: S&P Junks Class M-1 & M-2 Certificates
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
M-1 and M-2 manufactured housing (MH) transactions from UCFC
Funding Corp. Manufactured Housing Pass-Thru Certs Series 1998-3.

The lowered ratings reflect the continued adverse performance
trends exhibited by the underlying pools of MH installment sales
contracts and mortgage loans and the resulting deterioration of
credit enhancement.  The unfavorable market conditions that
continue to plague the MH industry have contributed to the poor
performance of these transactions.

The projected lifetime cumulative net losses for the five
transactions have significantly exceeded original expectations and
the current rating actions reflect revised assumptions about
cumulative lifetime net losses based on actual performance data
and expectations on future trends.  The higher losses exhibited by
these transactions continue to be driven by higher-than-expected
defaults and loss severities, as most of the underlying collateral
pools have deteriorated during the past few years.

All four of the issuers are no longer originating MH loans.
Historically, when a MH seller/servicer discontinues loan
originations or declares bankruptcy, dealer relations are
negatively impacted and, consequently, the ability to liquidate
repossession inventory at acceptable recovery rates becomes
impaired.  Consequently, Standard & Poor's does not believe the
credit enhancement for these transactions is sufficient to cover
remaining losses at the previous ratings.

                        Ratings Lowered

            UCFC Funding Corp. Manufactured Housing
                   Pass-Thru Certs Series 1998-3

                               Rating
                    Class   To         From
                    -----   --         ----
                    M-1     CCC+       B
                    M-2     CCC        CCC+


USGEN NEW ENGLAND: Files First Amended Plan & Disclosure Statement
------------------------------------------------------------------
On Feb. 17, 2005, USGen New England, Inc., delivered to the
U.S. Bankruptcy Court for the its First Amended Plan and
Disclosure Statement.

USGen also delivered a liquidation analysis in support of the
Plan.  USGen presented a comparison of the recoveries of impaired
Creditors under the Plan and in a hypothetical Chapter 7
liquidation.

                      Bear Swamp Compromise

The First Amended Plan clarifies that the sole parties to the
Bear Swamp Compromise are:

   (1) HSBC Bank USA, N.A.,

   (2) Bear Swamp I, LLC,

   (3) Bear Swamp II, LLC,

   (4) Bear Swamp Generating Trust No. 1 LLC,

   (5) Bear Swamp Generating Trust No. 2 LLC, and

   (6) the holders of:

       -- 7.459% Pass Through Certificates, series 1998-A; and

       -- 8.270% Pass Through Certificates, series 1998-B.

                     Administrative Claims

The First Amended Plan provides that the deadline for payment
requests of Administrative Claims that arise from the
confirmation date of the First Amended Plan through and including
the Plan's effective date will be 30 days after the Confirmation
Date.  The Post-Confirmation Administrative Bar Date, therefore,
is set 15 days closer to the Confirmation Date than what the
original Plan provided, which was 45 days after the Confirmation
Date.

              Class 1 Secured Claims Distribution

Moreover, Allowed Class 1 Claims will be paid in full in Cash,
together with "interest" -- unless otherwise agreed by any
holder.  The distribution provisions for Secured Claims under the
First Amended Plan will no longer include "Postpetition Interest"
as previously specified.

                       Liquidation Analysis

According to Ernest K. Hauser, President of USGen New England,
USGen's Plan meets the "best interests" requirement in that the
Plan provides each holder of an impaired claim with a recovery
having a value at least equal to the value of the distribution
each holder would receive if USGen were liquidated under
Chapter 7 of the Bankruptcy Code.

Mr. Hauser points out that a liquidation under Chapter 7 would
require the Bankruptcy Court to appoint a trustee to conduct the
liquidation of the Debtor.  The Chapter 7 trustee would have
limited historical experience or knowledge of USGen's Chapter 11
Case or of the Debtor's records, assets or business.  The fees
charged by a Chapter 7 trustee and any professionals retained by
the Chapter 7 trustee could impose substantial administrative
costs on the Debtor's estate that would not be incurred under the
Plan.  Liquidation under Chapter 7 would increase substantially
the magnitude of Claims against the Debtor for items like
severance and lease rejections.  Furthermore, there is no
assurance as to when distributions would occur in a Chapter 7
liquidation.

                     USGen New England, Inc.
                       Liquidation Analysis
                         As of June 2005
                          (In Millions)

                                  Chapter 11
                                  Plan of           Chapter 7
                                  Liquidation       Liquidation
                                  -----------       -----------
   Proceeds
      Fossil Plants Sale Price           $643              $643
      Hydro Plants Sale Price             505               455
      Cash on Hand                        350               348
                                  -----------     -------------
   Total Proceeds                       1,498             1,446

      Administrative Claims                15                50
      Priority Claims                       5                 5
                                  -----------     -------------
   Net Proceeds after Admin Claims
   and Priority Claims                  1,478             1,391

   General Unsecured Claims
      Novated PPAs                        336               336
      NEP                                 195               195
      Firm Transport Contracts            107               107
      Bear Swamp                          485         485 - 900
      Intercompany ET                      97                97
      JPMorgan Chase Revolver              81                81
      Prepetition AP                        7                 7
      Misc. Litigation Claims               5                 5
                                  -----------     -------------
      Subtotal                          1,313     1,313 - 1,728
                                  -----------     -------------
      Interest                             72                72
                                  -----------     -------------
      Subtotal                          1,385     1,385 - 1,800
                                  -----------     -------------
   Net Est. Liquidation Proceeds/
   (Shortfall) after General
   Unsecured Claims                        93         6 -  (409)
                                  ===========     =============

A full-text copy of USGen's First Amended Plan, including
exhibits, is available at no charge at:

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

A full-text copy of USGen's First Amended Disclosure Statement is
available at no charge at:

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

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale. The Debtor filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465). John E. Lucian,
Esq., Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig
A. Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts. When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  (PG&E National Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VALLEY MEDIA: Files Chapter 11 Liquidating Plan in Delaware
-----------------------------------------------------------
Valley Media, Inc., delivered on Feb. 9, 2005, to the U.S.
Bankruptcy Court for the District of Delaware its Chapter 11
Liquidating Plan.

The Plan provides for the liquidation and distribution of all of
Valley Media's assets to all holders of allowed claims and
interests.  Valley Media projects that it will have approximately
$1.4 million to $2.4 million cash on hand on the Effective Date.
It also intends to pursue litigation claims and avoidance actions
amounting to $66 million to increase the amount of money available
for distribution to creditors.

A Liquidating Trust will be established on the Effective Date.
All assets of the estate including litigation claims and avoidance
actions will be transferred to the Trust for distribution to
creditors.

Administrative claims, secured claims and priority claims will be
paid in full on the Effective Date.

General unsecured creditors are expected to recover $0.006 to
$0.023 on the dollar.

Subordinated claims and equity holders get nothing under the Plan.

Headquartered in Woodland, California, Valley Media, Inc. --
http://www.valleymedia.com/-- is a full-line distributor of music
and video entertainment products.  The Company filed for chapter
11 protection on November 20, 2001 (Bankr. D. Del. Case No.
01-11353).  Bernard George Conaway, Esq., at Fox Rothschild LLP,
Christopher A. Ward, Esq., at The Bayard Firm, Christopher Martin
Winter, Esq., at Duane Morris LLP, et. al. represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $241,547,000 in total assets and
$259,206,000 in total debts.


VISTEON CORP: Moody's Lowers Senior Implied Rating to Ba2 from Ba1
------------------------------------------------------------------
Moody's Investors Service has lowered the debt ratings of Visteon
Corporation's Senior Implied to Ba2 from Ba1.  The ratings remain
under review for possible further downgrade.  The actions flow
from a review initiated in September 2004 and consider the
challenges to the company's profitability and cash flow which
result from lower vehicle production schedules in North America,
particularly from Visteon's largest customer-Ford, un-recovered
raw material cost increases, and a continuing higher cost domestic
employee expense base.

During 2004, Visteon Corp. made progress in several objectives:
growing its non-Ford business, achieving substantial new business
awards, restoring profitability in its European operations, and
lowering its domestic costs and headcount from previous levels.
However, the combination of lower Ford production and commodity
cost increases more than offset these gains.  Until further
restructuring initiatives are undertaken, the company's credit
strength is expected to remain under pressure from reduced Ford
production in the first quarter of 2005, continuing cost
pressures, ongoing price-downs, and cash utilization for business
needs and debt maturities.

The ratings continue under review for possible downgrade and will
consider developments expected in the near term regarding the
strategic review of the company's business units, definition of a
restructuring plan to restore profitability, which will be heavily
influenced by the outcome of discussions currently being held with
Ford Motor Company, and any actions taken to support the company's
liquidity profile during the restructuring period.

Specifically, the ratings changed are:

  -- Visteon Corporation

     * Senior Implied to Ba2 from Ba1
     * Senior Unsecured to Ba2 from Ba1
     * Issuer rating to Ba2 from Ba1
     * Unsecured shelf to (P)Ba2 from (P)Ba1
     * Subordinated shelf to (P)Ba3 from (P)Ba2
     * Preferred shelf to (P)B1 from (P)Ba3

  -- Visteon Capital

     * Preferred shelf to (P)Ba3 from (P)Ba2

Visteon's commercial paper rating of Not Prime is unchanged.

In 2004, Visteon Corp. grew its non-Ford revenues by 36% resulting
in non-Ford business accounting for 30% of full year revenues, up
from 24% in 2003.  None-the-less, a reduction in Ford's annual
North American vehicle production of 5.2% from 2003 levels (6.2%
lower in the second half) adversely impacted Visteon's original
expectation of being profitable and cash flow positive for the
year. Losses and negative cash flow in the second half of 2004
more than offset positive results achieved in the first half.

Steel, resin and other raw material cost increases in the second
half exacerbated the financial impact of lower volumes with the
company reporting a pre-tax loss of $489 million (including
special charges of $396 mm) and negative cash flow of $440 million
(after dividends) for all of 2004.  Given that Ford North American
production in the first quarter of 2005 is expected to be some
8.7% lower than the first quarter 2004, and until further actions
can be taken to adjust the company's high cost base, the rating
agency would expect Visteon Corp. to continue with poor results,
limited cash flows and debt protection metrics not representative
of a Ba1 credit.

Visteon Corp. has defined its core strategic business units as
climate control, electronics (including lighting) and interiors.
Segment revenue information on these units from 2003 would equate
to approximately 55% of the total in that year.  With net new
business awards concentrated in these sectors, these key product
areas likely represent 55%-60% of current revenues and a higher
proportion of gross margins.  Customer and geographic
diversification also experienced positive developments in 2004.
Visteon continues with global manufacturing scale, competitive
technologies, and a diverse advanced product offering.

Continued trends in OEM outsourcing of product development and
more complete systems and modules should benefit larger tier 1
suppliers such as Visteon Corp. longer term.  None-the-less,
absent further restructuring actions to better position the core
units, materially lower the costs of labor inputs in the non-core
sectors, and restore operating profitability, Visteon's ability to
generate free cash flow will be limited.  The company's recent
decision to suspend its dividend payment will help support cash
flow, but with over $2.0 billion of balance sheet debt, the
company's adjusted ratio of free cash flow to total debt is
considered weak for the rating category.

Visteon Corp.'s cash position at the end of 2004 was $752 million,
yet with negative free cash flow, potential expenditures for any
restructuring actions and certain near term debt maturities,
Moody's believes that Visteon will need to take actions to further
support its liquidity profile during the coming year.  A $100
million accounts receivable securitization facility is scheduled
to mature in March and a $565 million 364 day revolving credit
facility matures in June.  While utilization of the accounts
receivable securitization has been modest, and the revolving
credit facility was undrawn at year-end, the company's 7.95% notes
($250 million outstanding) mature in August.

Until the terms of a Ford-Visteon agreement are announced and an
effective restructuring plan is implemented, Visteon's free cash
flow is expected to be marginal or even negative if seasonal
working capital requirements or future restructuring disbursements
add to cash uses.  Consequently, internal sources of liquidity may
be under pressure in the short term.  While the company continues
to hold a sizable cash balance as well as an undrawn $775 million
term revolving credit facility with maturity in 2007 (However,
approximately $100 million of letters of credit have been issued
under this facility), external liquidity will be influenced by the
pace and terms of renewal of its other liquidity arrangements.

The principal financial covenant in the bank facilities,
consolidated net debt/defined EBITDA (which excludes special or
non-recurring charges), was comfortably met at year end
(approximately at 1.9 times vs. the maximum of 3.5 times) and
could accommodate an additional $1.2 billion plus of incremental
net debt should EBITDA run rates remain unchanged from 2004.

Visteon Corp.'s significant portfolio of business assets is
currently unencumbered, and could provide some support to
alternate liquidity planning (subject to lien limitations and
undertakings in its indentures and credit agreements).  The
combination of marginal-to-negative cash flow, near term debt
maturities and renewal dates to retain substantial committed back-
up facilities results in a liquidity profile more appropriately
reflected with a Speculative Grade Liquidity Rating of SGL-3.

The review will focus on Visteon Corp.'s ability to adapt to lower
automotive production rates in North America, its evolving
liquidity position and terms, and will assess the impact on
profitability and cash flow of an expected Ford/Visteon agreement.
Restoring Visteon to profitability with positive cash flow
generation through lower domestic manufacturing costs, legacy
liability relief, asset dispositions, or raw material cost
recovery actions will be critical.

Quantitatively these could be reflected by being on a course to
generate and sustain EBIT margins at least in the low single
digits, free cash flow to adjusted debt in the mid-single digit
level, and adjusted leverage retreating to 3 times or lower.
Further, progress in diversifying the customer base through higher
non-Ford revenues and continued growth in international markets
would also be an important element of the company's future credit
profile.

Visteon Corporation is a leading full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket.  Visteon has approximately 70,000
employees and a global delivery system of more than 200 technical,
manufacturing, sales and service facilities located in 25
countries.


W.R. GRACE: Asks Court to Approve Consulting Pact with Paul Norris
------------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
enter into a post-retirement agreement with their current CEO Paul
J. Norris for consulting services related to their Chapter 11
cases and other matters.

Mr. Morris would continue to provide advice and guidance to the
Debtors as an independent contractor and would retain no authority
to enter into agreements on behalf of the Debtors or any
management or supervisory authority.

The Debtors' Board of Directors values Mr. Norris' involvement in
the Debtors' Chapter 11 cases as their CEO since the bankruptcy
petition date.  The Board believes that Mr. Norris' background and
knowledge regarding the cases, along with his professional skills,
will facilitate the Debtors' reorganization.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, tells Judge Fitzgerald
that the Norris Consulting Agreement will provide for an
uninterrupted continuation of the Debtors' efforts to emerge from
bankruptcy.  In addition, Mr. Norris would be available to provide
the Debtors with other consulting services, including assistance
related to the transition from his term as CEO to Alfred E.
Festa's term.

In exchange for those consulting services, Mr. Norris will
initially receive a monthly retainer equal to $35,417 per month.
The Board and Mr. Norris negotiated the amount of the retainer
based on the assumption that his duties under the Norris
Consulting Agreement will generally require him to dedicate an
amount of time equal to approximately one-half of a regular
40-hour per week work schedule.  Mr. Norris and the Board have
also agreed that, if the amount of time he must dedicate to these
duties is or becomes significantly less than contemplated, then
his monthly fee will be similarly adjusted downward.  There are no
other compensation components under the Norris Consulting
Agreement.

The Norris Consulting Agreement may be terminated by the Debtors'
Board or Mr. Norris at any time at 30 days' written notice,
without the obligation to make any post-termination payments,
provided that the Agreement will, in any event, terminate no later
than 90 days after the Debtors emerge from Chapter 11.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 80; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WADDINGTON NORTH: S&P Slices Corporate Credit Rating to B- from B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on Waddington North America
Inc., to 'B-' from 'B'.  At the same time, Standard & Poor's
placed these ratings on CreditWatch with negative implications.

Covington, Kentucky-based Waddington North or WNA had
approximately $172 million of total debt outstanding at
Dec. 31, 2004.

The downgrade and CreditWatch listing reflect WNA's
weaker-than-anticipated financial performance and liquidity
position, as a result of lower-than-budgeted thermoformed product
volumes, a sabotage-related manufacturing disruption, and elevated
raw-material costs during the past six to nine months.

"The shortfall in operating results is particularly significant to
credit quality because WNA is currently in violation of the
financial covenants in its bank credit agreement," said Standard &
Poor's credit analyst Franco DiMartino.

The company has initiated discussions with its bank lenders to
obtain a waiver of the covenant violations that, if successful,
would restore near-term liquidity. Subsequently, WNA will seek to
negotiate a permanent amendment to the financial covenants to
address lower-than-initially anticipated profitability over the
near to intermediate term.

The CreditWatch placement highlights the risk of another downgrade
if WNA is unable to obtain a waiver or an amendment.

The outcome of the CreditWatch listing will depend on WNA's
success in alleviating bank covenant pressure to ensure sufficient
liquidity for its near-term operating needs.  In addition,
Standard & Poor's will review operating prospects to reassess the
company's ability to generate meaningful free cash flow in order
to meet increasing term loan amortization requirements during the
next several years.


YUKOS OIL: Asks Judge Clark to Extend Lease Decision Period
-----------------------------------------------------------
Yukos Oil Company and its debtor-affiliates' assets include a
number of executory contracts and unexpired leases, including
nonresidential real property leases and oil and gas production
licenses.

Zack A. Clement, Esq., at Fulbright & Jaworski L.L.P., in
Houston, Texas, tells the Court that the majority of the
Unexpired Leases are leases used by the Debtor to operate its oil
and gas business.  "The Unexpired Leases are integral to the
Debtor's continued operations as it seeks to reorganize."

Section 365(d)(4) of the Bankruptcy Code provides that any
unexpired nonresidential leases are deemed rejected if they are
not assumed within the first sixty days after the Petition Date.

The Debtor has not yet completed its review of all of its
Unexpired Leases.  Thus, it cannot determine exactly which
Unexpired Leases should be assumed, assigned, or rejected.

The Debtor believes that, due to the necessity that the Debtor
keep its immediate and primary focus on:

    -- conducting discovery in its on-going adversary proceeding,

    -- attempting to protect its remaining assets from further
       expropriation,

    -- preparing for trial on the Motion to Dismiss its Chapter 11
       Bankruptcy Case, and

    -- focusing on working towards confirmation of its Plan of
       Reorganization,

it will be impossible for it to adequately assess whether to
assume or reject the Unexpired Leases within the statutory 60-day
period provided for in Section 365(d)(4) of the Bankruptcy Code.

Under Section 365(d)(4), the United States Bankruptcy Court for
the Southern District of Texas can, for cause, extend the period
during which the Debtor must assume or reject the Unexpired
Leases.

By this motion, the Debtor asks Judge Clark to extend its lease
decision period until the effective date of any plan of
reorganization.

The Debtor intends to remain current on all of its postpetition
rent obligations.

The Court will convene a hearing on the Debtor's request at 10:00
a.m., on March 10, 2005.

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)


* Four Testa Lawyers Join DLA Piper Rudnick's Boston Office
-----------------------------------------------------------
DLA Piper Rudnick Gray Cary US LLP, one of the world's leading law
firms, disclosed that four senior lawyers have joined its Boston
office from Testa, Hurwitz & Thibeault.  Michael Collins,
Kimberley J. Kaplan-Gross and Howard S. Rosenblum have become
partners in the Corporate and Securities group; Joseph A. Hugg has
become Of Counsel in the Tax group.

All were experienced members of the private equity practice group
at Testa, Hurwitz & Thibeault, will lead the expansion of the
firm's practice in the areas of private equity fund formation and
operations, and are important additions to the firm's growing
corporate and securities group in its Boston office.

Elliot M. Surkin, the managing partner of the Boston office, said,
"We are delighted to welcome this team of corporate and tax
lawyers to the firm. Their skills and experience will complement
the  firm's corporate offerings both in Boston and on a national
level, by bringing to our team their experience in private equity
fund formation, operations and transactions, as well as the
representation of venture-funded operating companies."

Michael Collins concentrates his practice in the private equity
fund formation and investment area, including marketing,
formation, structuring, operations, management, tax planning and
related transactions and investment support for a wide spectrum of
funds, such as venture capital, private equity, debt, distressed
securities, institutionally sponsored investment programs,
corporate investment programs, hedge funds, and a variety of
customized vehicles throughout the United States, Canada, the UK
and Europe.  In addition to counseling fund managers and
investment advisers, Mr. Collins also represents a number of
institutional investors in the development of their asset
allocation programs and the evaluation of fund investment
opportunities internationally.

Mr. Collins has over 20 years of experience in these areas and
served as the original chair of the private equity group at Testa,
Hurwitz & Thibeault from its establishment in 1996.

Mr. Collins has published several articles on private investment
fund topics and is an active guest speaker and participant with
numerous professional and business conferences.

Mr. Collins received his A.B., magna cum laude, from Boston
College and his J.D., magna cum laude, from Boston College.

Kimberley J. Kaplan-Gross represents international and domestic
venture capital and private equity funds in capital formation
transactions, secondary transactions, management and governance
issues, and investment adviser regulatory matters.  In
fundraising, she advises fund sponsors on legal structuring
matters, guides them in market positioning and setting proposed
terms and conditions and leads their negotiations with investors.
In addition, Ms. Kaplan-Gross represents institutional investors
in their investments in private investment funds.  Ms. Kaplan-
Gross also assists private equity funds with investment and exit
transactions and with transactions undertaken by their portfolio
companies.  Ms. Kaplan-Gross is a frequent presenter at
conferences focused on the private equity industry.

Ms. Kaplan-Gross also has a robust general corporate practice
representing public and private growth oriented companies in
emerging and high technology industries. Her company
representation experience includes private equity financing and
public offerings, debt financing, securities compliance, mergers
and acquisitions, technology licensing and commercial agreements,
and general corporate representation.

Ms. Kaplan-Gross received her B.S. from Boston University and her
J.D., cum laude and Order of the Coif, from University of Miami's
School of Law.

Howard S. Rosenblum concentrates in the areas of formation of and
investments by domestic and international private equity funds and
the general representation of emerging growth enterprises.   His
work in the private equity industry includes advising fund mangers
on a broad range of issues including fundraising, capital
formations, internal governance and operational issues, and
portfolio investment transactions.  Mr. Rosenblum also counsels
companies in all aspects of their operations, from start-up
through public offerings and/or acquisitions.   He has advised
companies across a diverse range of businesses, including
software, telecommunications, networking, internet and retail.
He has also published numerous articles regarding topics in the
venture capital and high technology fields.

Mr. Rosenblum has significant involvement with the representation
of Israeli and Israeli-related companies and venture capital
funds. He has represented numerous Israeli technology companies in
connection with their financing activities and operations in the
U.S. Mr. Rosenblum also takes an active role in the Israeli
venture capital community. In addition to his representation of
many of the premier Israeli venture capital funds, Mr. Rosenblum
is a frequent speaker at the Israel Venture Association
conferences.

Mr. Rosenblum received his B.A., cum laude, from the University of
Pennsylvania and his J.D., cum laude, from Boston College Law
School.

Joseph A. Hugg concentrates his practice in the tax and ERISA
issues affecting private equity funds, private equity investors
and portfolio companies.  He advises clients on the domestic and
international tax aspects of fund formations, including choice of
entity and partnership tax matters.  Mr. Hugg also assists in
structuring portfolio investments to minimize taxes and ensure
compliance with U.S. and foreign tax laws.  In addition, Mr. Hugg
has substantial experience dealing with ERISA "plan assets" and
other fiduciary issues arising from private equity investment
transactions, including compliance with the Department of Labor's
venture capital operating company exception and other plan assets
exceptions.  Mr. Hugg has advised numerous private equity funds-
of-funds on the special ERISA requirements that affect their
structures and operations.

Mr. Hugg also works in the area of executive compensation.  He is
experienced with tax-qualified and non-qualified compensation
arrangements, including equity compensation, representing both
taxable and tax-exempt employers.  He has also advised banks,
insurance companies and investment management firms regarding
ERISA compliance, with particular emphasis on investment-related
matters and related Department of Labor class exemptions such as
QPAM and INHAM.

Mr. Hugg has lectured frequently and has published numerous
articles on these topics.

Mr. Hugg is a cum laude graduate of Harvard Law School and he
received a master of laws degree in Taxation from New York
University.   Mr. Hugg earned his bachelor's degree, cum laude,
from Georgetown University.


* Gibson Dunn Welcomes Thomas Budd as London Finance Partner
------------------------------------------------------------
Thomas Budd will join Gibson, Dunn & Crutcher LLP's London office
as partner and Co-Chair of the firm's Global Finance Practice
Group.  Formerly a partner and the head of Jones Day's UK finance
practice, Mr. Budd will continue his corporate lending,
acquisition finance and real estate finance practices.

"Tom will be a terrific addition to our London office and the
firm," said Ken Doran, Managing Partner of Gibson Dunn.  "His
broad-based finance practice complements our existing London
practices and will enhance our ability to handle Europe's largest
and most complex M&A and finance transactions."

"Tom has a high-profile borrower side finance practice, and his
experience will benefit our clients tremendously, particularly our
private equity clients, such as Investcorp, Lehman Brothers and
Gores Technology Group," said Judith Shepherd, a London partner
and member of the firm's International Corporate Transactions
Group.  "Our private equity practice in London is very busy, and
with Tom, we will have the additional capacity we need."

"Tom has a particularly strong reputation in the property finance
sector, and I am thrilled that we are joining forces," said Alan
Samson, a partner leading the firm's property and property finance
practice in London.  "Tom will be instrumental in helping us to
build our growing European real estate private equity group which
regularly represents the dominant market players including Apollo
International Real Estate Fund, AEW Capital Partners, Lehman
Brothers and Westbrook Partners."

Mr. Budd is the latest addition to the firm's European offices.
In 2004, capital markets partner Alan Bannister joined the London
office, antitrust partners James Ashe-Taylor and David Wood joined
in the London and Brussels offices, tax partner Hans Martin Schmid
joined in Munich, and corporate partner Nicolas Baverez joined in
Paris.

Mr. Budd has experience in a wide range of banking, capital
markets and restructuring transactions, with particular expertise
in corporate lending and syndications, structured finance, trade
finance, real estate finance, securitisation, capital markets
transactions and debt restructuring transactions.  He has
represented both borrowers and banks and financial institutions.

He will serve as Co-Chair of the Firm's Global Finance Practice
Group along with New York partner Joerg Esdorn and Los Angeles
partner Jeff Hudson.  Prior to joining Gibson Dunn, Mr. Budd
served as head of Jones Day's UK finance practice.  He joined
Gouldens in 1992, which merged with Jones Day in 2003.  He earned
his LL.M. from the University of Cambridge in 1985 and his LL.B.
from University of Queensland in 1982.

"Gibson Dunn's strengths in finance, corporate finance, capital
markets and mergers and acquisitions, and its market-leading
corporate practice, will provide exciting opportunities for me,"
said Mr. Budd.  "I am looking forward to working with my new
partners to develop the firm's European finance practice."

               About the London Finance Practice

The London office specializes in acquisition finance, property
finance, senior and mezzanine debt, refinancings and
restructurings, funds and Sharia compliant financings. In
addition, the project finance group specializes in all forms of
international power, oil and gas, telecommunication and
transportation projects.

In the past year, the amount and breadth of finance work handled
by the London office has increased notably with attorneys advising
on significant instructions including, most recently, the first
European non-real estate Sharia compliant LBO.

                        About the Firm

Gibson, Dunn & Crutcher LLP is a leading international law firm.
Consistently ranking among the world's top law firms in industry
surveys and major publications, Gibson Dunn is distinctively
positioned in today's global marketplace with more than 800
lawyers and 13 offices, including Los Angeles, New York,
Washington, D.C., San Francisco, Palo Alto, London, Paris, Munich,
Brussels, Orange County, Century City, Dallas and Denver.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (126)         183       62
Alaska Comm. Syst.      ALSK        (29)         642       73
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (227)       3,249      919
Ampex Corp.             AEXCA      (140)          33       12
AMR Corp.               AMR        (314)      29,261   (1,824)
Amylin Pharm. Inc.      AMLN        (42)         402      325
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (516)       1,608      169
Choice Hotels           CHH        (203)         262      (32)
Cincinnati Bell         CBB        (600)       1,987      (20)
Clorox Co.              CLX        (457)       3,710     (422)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (25)          30       22
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (3,297)      23,526   (2,614)
Deluxe Corp             DLX        (179)       1,533     (337)
Denny's Corporation     DNYY       (246)         730      (80)
Dollar Financial        DLLR        (47)         335       82
Domino Pizza            DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,711)       6,170     (503)
Emeritus Corp           ESC        (102)         693      (53)
Empire Resorts          NYNY        (13)          61        7
Fairpoint Comm.         FRP         (53)         828      (33)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
I2 Technologies         ITWH       (180)         385       85
IMAX Corp               IMX         (49)         222        9
Immersion Corp.         IMMR         (5)          26        9
Indevus Pharm.          IDEV        (84)         149      108
Int'l Wire Group        ITWG        (80)         410       97
Isis Pharm.             ISIS        (18)         255      116
Life Sciences           LSRI         (5)         173        1
Lodgenet Entertainment  LNET        (68)         301       20
Lucent Tech. Inc.       LU         (717)      16,687    3,921
Majesco Holdings        MJES        (41)          26        9
Maxxam Inc.             MXM        (649)       1,017       72
Maytag Corp.            MYG         (75)       3,020      535
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
Northwest Airline       NWAC     (2,166)      14,450     (431)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (381)       1,110      215
Pegasus Comm            PGTV       (203)         235       52
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,477)      24,926     (509)
Riviera Holdings        RIV         (31)         224        1
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (331)       1,039      707
St. John Knits Inc.     SJKI        (57)         208       73
Syntroleum Corp.        SYNM         (8)          48       11
Triton PCS Holding A    TPC        (254)       1,443       62
US Unwired Inc.         UNWR       (263)         640     (335)
U-Store-It Trust        YSI         (34)         536      N.A.
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (33)         486       31
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

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

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

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

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

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

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, 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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