TCR_Public/050223.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, February 23, 2005, Vol. 9, No. 45

                          Headlines

ACCESS CARDIOSYSTEMS: Case Summary & Largest Unsecured Creditors
ACCIDENT & INJURY: Section 341(a) Meeting Slated for March 22
AINSWORTH LUMBER: Will Discuss 4th Quarter Results on March 1
ARGUS CORP: Needs CDN$251,000 to Pay Pref. Stock Dividends in May
ATA AIRLINES: Names John G. Denison Chief Executive Officer

ATA AIRLINES: Wants to Lease 3 Engines from GE Engine Leasing
ATHLETES FOOT: Has Until May 9 to Make Most Lease Decision
ATHLETES FOOT: Creditors Committee Taps BDO Seidman as Accountants
B&A CONSTRUCTION: Taps Scroggins & Williamson as Bankr. Counsel
BEAR STEARNS: Moody's Puts Ba2 Rating on $22.025M Class M-7 Certs.

BELLA VISTA: Moody's Puts Ba2 Rating on $5.471M Class B-4 Certs.
BOMBARDIER INC: Aerospace Delivers 329 Aircraft in FY 2004-05
C.R. STONE CONCRETE: Case Summary & 20 Largest Unsecured Creditors
CAESARS ENT: HSR Waiting Period on Harrah's Merger Expires
CATHOLIC CHURCH: Spokane Gets OK to Hire Turner Stoeve & Gagliardi

CHOICE HOTELS: Dec. 31 Balance Sheet Upside-Down by $203 Million
CINCINNATI BELL: Dec. 31 Balance Sheet Upside-Down by $621.5 Mil.
CITATION CAMDEN: Has Until March 1 to File Plan of Reorganization
DATATEC SYSTEMS: Court Approves 363 Sale to Eagle Acquisition
DONNKENNY: U.S. Trustee Appoints 5 Creditors to Serve on Committee

DPL INC: Moody's Upgrades Senior Unsecured Debt Rating to Ba2
ENTERPRISE PRODUCTS: Prices $250 Million Private Debt Offering
EVOLVED DIGITAL: Names Richard J. Eskind Chairman of the Board
FEDERAL-MOGUL: Employs A.T. Kearney for Cost Reduction Advice
FMC CORP: Astaris Obtains New $75 Million Revolving Facility

HEDMAN RESOURCES: Looks to Raise Up to $1 Mil. in Equity Placement
HOLLINGER INC: Illinois Court Affirms Dismissal of RICO Lawsuit
HOLLINGER INC: Will Pay $5M Interest on Senior Notes on March 1
HOLLINGER INC: Can't Decide Yet on Proposed Privatization Move
HOLT ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors

HORIZON MORTGAGE: Moody's Puts Ba2 Rating on $450K B-4 Sub. Certs.
IMPERIAL METALS: Inks $10M Convertible Debenture Placement Deal
INGLES MARKETS: Earns $28.8 Million of Net Income in 4th Quarter
INTEGRATED HEALTH: Wants Objection Deadline Extended to May 6
INTERSTATE BAKERIES: Court Authorizes Payment of Benefits

IRWIN WHOLE: Moody's Puts Ba2 Rating on $10.556M Class M-7 Certs.
JAZZ PHOTO: Has to Cease Operations by Mar. 1 & Liquidate Business
KMART HOLDINGS: Shareholders to Vote on Sears Merger on March 24
LAIDLAW INT'L: Buys Pension Plan's Shares for $84.5 Million
LEMONTONIC INC: Awards 300,000 Class A Shares to CFO & COO

MAXIDE ACQUISITION: Wants Robert Berger as Claims & Noticing Agent
MCI INCORPORATED: Carlos Slim Disclose 13.7% Equity Stake
METROMEDIA INT'L: Georgian Unit Issues $27 Million Dividend
MIRANT CORP: Wants to Enter into Addendum to ACE Worker's Policy
MOSAIC COMPANY: Board Declares 7.50% Preferred Stock Dividend

NATIONAL CENTURY: JPMorgan & Bank One Want Dist. Ct. in Control
NEWAVE INCORPORATED: Outlines Strategic Initiatives for 2005
NOVO NETWORKS: Forms Strategic Partnership with Berliner Comms.
NQL DRILLING: Look for Fourth Quarter Financials on Monday
OMT INC: Janice Miles Resigns as Chief Financial Officer

OMT INC: Looks to Raise $400K from Subordinate Debenture Offering
ORMET CORP: Ohio Congressman Wants to End Exclusive Periods
PARMALAT: Farmland Wants to Reject GE Capital Master Lease Pact
PLATTE VIEW: Brings-In Sender & Wasserman as Bankruptcy Attorneys
PLATTE VIEW: Section 341(a) Meeting Slated for March 10

POPULAR ABS: Moody's Puts Ba1 Rating on $6.250M Class B-3 Certs.
PRIDE INT'L: French Unit Sells Jackup Rig for $40 Million in Cash
QWEST COMMS: Dec. 31 Equity Deficit Widens to $2.6 Billion
RELIANT ENERGY: Robert Harvey Resigns as Executive Vice President
SEARS HOLDINGS: Shareholders to Vote on Merger on March 24

SECURITY NATIONAL: Moody's Puts Ba2 Rating on $3.097M Sub. Certs.
SOLUTIA INC: Nitro Residents Wants to File $4 Billion in Claims
SOLUTIA INC: Astaris Obtains New $75 Million Revolving Facility
STRATOS GLOBAL: Buying Back 7.4 Mil. Common Shares at $10.75 Each
SYRATECH CORPORATION: Wants to Employ Weil Gotshal as Counsel

SYRATECH CORPORATION: U.S. Trustee Will Meet Creditors on Mar. 24
TASEKO MINES: Equity Deficit Widens to $4,335,271 at December 31
TRADEX CORPORATION: Voluntary Chapter 11 Case Summary
TRANSCOM ENHANCED: Case Summary & 20 Largest Unsecured Creditors
UAL CORP: Pilots Demand Continued Pension Benefit Payments

UAL CORP: Retired Pilots Want Pension Payments Continued
UNITED SURGICAL: Fourth Quarter Earnings Up 49% to $9.4 Million
US AIRWAYS: Relieves Logan and Company as Claims Agent
USG CORP: US Gypsum to Invest $132M to Rebuild Sheetrock Brand
USG CORP: Wants Until Sept. 1 to Make Lease-Related Decisions

USGEN: Wants Court to Approve NEP & Taunton Settlement Agreement
VAST EXPLORATION: Looks to Raise $3M in Private Equity Placement
VP GROUP: Receives $230,000 from Equity Private Placement
W.R. GRACE: Wants to Appeal Solow's $25 Million Judgment
WINN-DIXIE: Files for Chapter Protection in S.D. New York

WINN-DIXIE STORES: Case Summary & 50 Largest Unsecured Creditors
WINN-DIXIE: Wachovia Bank Extends $800 Million of DIP Financing
WISTON XIV: Files Schedules of Assets & Liabilities in Nebraska
WODO LLC: Foster Pepper Approved as Creditors Committee Counsel
YUKOS OIL: Court To Rule on Dismissal Motion This Week

* Liquidation World Names Jonathan Hill President and CEO

* Upcoming Meetings, Conferences and Seminars

                          *********

ACCESS CARDIOSYSTEMS: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Access Cardiosystems, Inc.
        150 Baker Avenue Extension
        Concord, Massachusetts 01742

Bankruptcy Case No.: 05-40809

Type of Business: The Debtor sells medical supplies.
                  See http://www.accesscardiosystems.com/

Chapter 11 Petition Date: February 18, 2005

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Jeffrey D. Sternklar, Esq.
                  Jennifer L. Hertz, Esq.
                  Duane Morris, LLP
                  470 Atlantic Avenue, Suite 500
                  Boston, MA 02210
                  Tel: 617-289-9216
                  Fax: 617-289-9201

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
SMTEK International, Inc.     Vendor                    $480,000
Dept. 2874
Los Angeles, CA 90084

Schiller Handelsgesellschaft  Distributor               $255,390
m.b.H.
Perkins Smith & Cohen
One Beacon Street, 30th fl.
Boston, MA 02108

Matrx Medical Inc.            Distributor               $176,631
P. O. Box 210
Ballentine, SC 29002

David M. Barash               Employee                  $129,148

Aved Electronics Inc.         Vendor                     $82,049

Ropes & Gray                  Professional               $71,662

Boone County Fire Protection  Customer                   $70,536
District

Gayatri Software              Vendor                     $52,768

Pace Plus, Inc.               Customer                   $47,300

Healthcare Tech. Intl. Ltd.   Vendor                     $43,642

R. L. Dolby & Company, Ltd.   Distributor                $41,655

All Mold, Inc.                Vendor                     $39,695

Katecho, Inc.                 Vendor                     $38,932

Merrill Communications, LLC   Vendor                     $38,562

Brian Healey                  Employee                   $37,500

Lane Powell Spears Lubersky   Professional               $29,709

Pandiscio & Pandiscio, P.C.   Professional               $29,251

Mark H. Totman                Employee                   $27,500

United Emergency Networks     Customer                   $22,124
Inc.

Bleck Design Group            Vendor                     $20,000


ACCIDENT & INJURY: Section 341(a) Meeting Slated for March 22
-------------------------------------------------------------
The United States Trustee for Region 7 will convene a meeting of
Accident & Injury Pain Centers, Inc. and its debtor-affiliate's
creditors at 10:00 a.m., on March 22, 2005, at the Office of the
U.S. Trustee, Room 976 located in 1100 Commerce Street in Dallas,
Texas.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in 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.


AINSWORTH LUMBER: Will Discuss 4th Quarter Results on March 1
-------------------------------------------------------------
Ainsworth Lumber Co. Ltd. (TSX:ANS) will host a conference call
for the investor community on Tuesday, March 1, 2005 at 8:30 a.m.
PST (11:30 a.m. EST) to review the fourth quarter 2004 results
that will be released in the late afternoon of February 28. Call
participants may dial 1-800-660-7963 and reference conference ID
number 21233200.  Replay of the conference call will be available
until March 8, 2005 by calling 1-800-558-5253 and using conference
ID number 21233200.

Ainsworth Lumber Co., Ltd., a British Columbia corporation
headquartered in Vancouver, Canada, is a publicly traded
integrated OSB producer that also manufactures specialty overlaid
plywood and finger-jointed lumber.  Post the Potlatch acquisition,
Ainsworth will have a 13% market share in OSB, and OSB sales will
represent approximately 97% of total revenues.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Moody's Investors Service assigned a B2 rating to Ainsworth Lumber
Co. Ltd.'s proposed US$450 million new note issues.  The new notes
are being issued to fund Ainsworth's US$457.5 million purchase of
Potlatch Corporation's oriented strandboard -- OSB -- assets, and
will rank equally with Ainsworth's existing senior unsecured
notes.  Accordingly, the ratings on the existing notes, as well as
Ainsworth's senior implied and issuer ratings, were downgraded to
B2.  The ratings outlook is stable.

Standard & Poor's Ratings Services also affirmed its 'B+'
long-term corporate credit and senior unsecured debt ratings on
Vancouver, B.C.-based Ainsworth Lumber Co. Ltd.  At the same time,
the ratings were removed from CreditWatch, where they had been
placed on Aug. 26, 2004, following the company's announcement to
purchase all of Potlatch Corp.'s oriented strandboard -- OSB --
manufacturing and related facilities for about US$457.5 million.

Ainsworth's proposed new issues of US$300 million of fixed senior
unsecured notes due 2012 and US$150 million of floating
variable- rate senior notes due 2010 were also assigned 'B+'
ratings.  The outlook is stable.


ARGUS CORP: Needs CDN$251,000 to Pay Pref. Stock Dividends in May
-----------------------------------------------------------------
Argus Corporation Limited (TSX:AR.PR.A)(TSX:AR.PR.D)(TSX:AR.PR.B)
disclosed that it had Cdn. $124,035 of cash as of the close of
business on February 18, 2005.

Argus indirectly owns 21,596,387 Common Shares of Hollinger with a
market value at the close of trading on February 18, 2005, on the
Toronto Stock Exchange of Cdn. $6.10 per share or an aggregate of
Cdn. $131,737,961.

The market value of its shareholdings is subject to the minority
interest of The Ravelston Corporation Limited, the parent of
Argus, stated to be Cdn. $20,585,670 at September 30, 2004, and
future income taxes on unrealized net capital gains that were
stated to be Cdn. $14,793,176 at September 30, 2004.  At that
date, the value of Argus' investment in Common Shares of Hollinger
was Cdn. $86,385,548.

Ravelston holds all of the Common Shares and Class C Preference
Shares of Argus and 2,900 of Argus' 55,893 issued Class A
Preference Shares $2.60 Series.

Argus is indebted to Ravelston in the amount of Cdn. $251,703 in
respect of a loan provided by Ravelston to permit Argus to pay
dividends on its Class A and Class B Preference Shares.  The loan
was made on January 31, 2005, pursuant to a promissory note.  The
loan bears no interest and is due to be repaid on
February 28, 2006.

                           Dividends

Argus' next scheduled regular quarterly dividends are to be paid
on May 1, 2005, to the holders of record of its Class A and Class
B Preference Shares at the close of business on January 20, 2005.
The total amount of the dividends that are then to be paid is
approximately Cdn. $251,703.

Argus will require additional funds to be able to pay the May 1,
2005, and future dividends on its Class A and Class B Preference
Shares on an uninterrupted basis.

Argus intends to make efforts to ensure that such dividend
payments can be made on May 1, 2005 and continue to be made
thereafter.

Argus Corporation Limited is a holding company and its assets
consist principally of an investment in the retractable common
shares of Hollinger, Inc., a Canadian public company listed on the
Toronto Stock Exchange, a receivable from The Ravelston
Corporation Limited, the Company's parent company and cash.

Argus owns or controls 61.8% of the Retractable Common Shares
These Common Shares are the only significant asset held by Argus.
Hollinger in turn owns 66.8% of the voting shares and 17.4% of the
equity of International.

Hollinger and International have both also been subject to
Management and Insider Cease Trade Orders for their failure to
file financial statements and related reports when required.
Those orders were issued on June 1, 2004.

Based on the company's alternative financial reporting, as of
September 30, 2004, Argus has a $44,034,263 stockholders' deficit
compared to $6,522,159 of positive equity at Dec. 31, 2003.


ATA AIRLINES: Names John G. Denison Chief Executive Officer
-----------------------------------------------------------
ATA Airlines, Inc., principal operating subsidiary of ATA Holdings
Corp. (ATAHQ), named John G. Denison its Chief Executive Officer.
The appointment is expected to continue through the Company's
Chapter 11 reorganization period.  Mr. Denison, who has served as
the Company's Co-Chief Restructuring Officer since Jan. 20, 2005,
will report to J. George Mikelsons, Chairman and Chief Executive
Officer of ATA Holdings Corp.

"John has proven himself to be a valuable member of our senior
management team in the short time he has been with ATA," said
George Mikelsons.  "We appreciate his willingness to take on a
greater leadership role."

Prior to joining ATA, Mr. Denison served in several senior
management positions with Southwest Airlines from 1986 to 2001,
including Executive Vice President of Corporate Services and Chief
Financial Officer.  Prior to joining Southwest, Mr. Denison held
various positions with The LTV Corporation and Chrysler
Corporation.  Mr. Denison graduated from Oakland University in
Rochester, Michigan, with a B.A. in economics and received an
M.B.A. in finance from Wayne State University in Detroit,
Michigan.

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: Wants to Lease 3 Engines from GE Engine Leasing
-------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, ATA Airlines,
Inc., seeks the United States Bankruptcy Court for the Southern
District of Indiana's authority to enter into new leases for
three spare engines with GE Engine Leasing, as agent or
principal.

Jeffrey J. Graham, Esq., at Sommer Barnard Attorneys, PC, in
Indianapolis, Indiana, relates that after the Petition Date, ATA
Airlines entered into several agreements with GE Engine Leasing
and other lessors, secured creditors, and other parties-in-
interest to comply with the deadline imposed by operation of
Section 1110 of the Bankruptcy Code.  Pursuant to its 1110 Filing
with regard to GE Engine Leasing and its affiliates, ATA Airlines
agreed to reject the leases pertaining to four spare engines,
with the understanding that the parties could thereafter attempt
to negotiate a new agreement with respect to one or more of the
spare engines.

ATA Airlines has concluded its negotiations and has determined
that entering into new medium-term leases with GE Engine Leasing
for three spare engines still being used by ATA Airlines will
allow the Airline to retain sufficient spare engines meeting its
requirements at the most reasonable cost.

Mr. Graham explains that although the Airline is in the process
of reviewing and in some cases altering its fleet, the retention
of a prudent number of spare engines is essential to ATA
Airline's operational and safety needs and the Debtors'
reorganization effort.  The retention of the engines is necessary
to avoid delays and maintain flight schedules.  In addition to
benefits of the new lease rates, the retention saves ATA Airlines
the expense of removing the engines from any aircraft and
returning the engines to GE Engine Leasing.

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)


ATHLETES FOOT: Has Until May 9 to Make Most Lease Decision
----------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York extended, until Mar. 31 and
May 9, 2005, the periods within which Athlete's Foot Stores, LLC,
and its debtor-affiliate can elect to assume, assume and assign,
or reject two groups of unexpired nonresidential real property
leases.

The May 9 lease decision deadline applies to the Debtor's leases
referred to as Schedule 1 Remaining Retail, Warehouse and
Corporate Leases, consisting of 106 unexpired nonresidential
leases.

The Mar. 31 deadline relates to the group of leases referred to as
the Schedule 2 Remaining Retail Leases, consisting of 10 unexpired
nonresidential leases.

Both groups of unexpired nonresidential leases are subject to the
Court's Going Out of Business (GOB) Sale Order, dated
Dec. 17, 2004, and the Lease Sale Procedures Order dated
Dec. 28, 2005.

The Debtors explain that the store closing sales authorized under
the GOB Order are on-going and they are still marketing all the
remaining leases scheduled for assumption and assignment.  The
Debtors add that until all those store closing sales are
concluded, the Debtors need to remain in possession of the Retail
Leases under the two Schedules of Leases.

The Debtors relate that in an auction conducted on Jan. 31, 2005,
they were successful in soliciting bids for 60 of the Retail
Leases for an aggregate purchase price of approximately
$5,845,000, exclusive of value obtained for lease terminations
with landlords.  The Debtors continue their efforts to identify
purchasers for the other remaining leases that were not sold
during the auction.

The Debtors assure Judge Bernstein that extension of the Sec.
365(d)(4) deadline will not prejudice the landlords of the
remaining leases and they are current on all postpetition rents of
those leases.

Headquartered in New York, New York, Athlete's Foot Stores, LLC,
-- http://www.theathletesfoot.com/--operates approximately
125 athletic footwear specialty retail stores in 25 states.  The
Company and its debtor-affiliate filed for chapter 11 protection
on December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed total assets of $33,672,000 and total debts
of $39,452,000.


ATHLETES FOOT: Creditors Committee Taps BDO Seidman as Accountants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of Athlete's
Foot Stores, LLC, and its debtor-affiliate, permission to employ
BDO Seidman, LLP, as its accountants.

BDO Seidman will:

   a) analyze the Debtors' financial operations and real property
      interests, including lease assumptions and rejections;

   b) perform forensic investigating services regarding
      prepetition activities of the Debtors in order to
      identify potential causes of action and perform claims
      analysis for the Committee, including analysis of
      reclamation claims;

   c) verify the physical inventory of merchandise, supplies,
      equipment and other material assets and liabilities, as
      necessary;

   d) analyze the Debtors' liquidation budgets, cash flow
      projections, restructuring programs, selling and general
      administrative structure and other reports or analyses
      prepared by the Debtors or its professionals in
      order to advise the Committee on the liquidation of the
      Debtors' operations;

   e) scrutinize cash disbursements on an on-going basis for the
      period subsequent to the Petition Date and analyze
      transactions with insiders, related and affiliated
      companies;

   f) assist the Committee in its review of the financial aspects
      of a plan of liquidation to be submitted by the Debtors and
      attend meetings of creditors and conference calls with
      representatives of the creditor groups and their counsel;

   g) prepare hypothetical orderly liquidation analysis and
      monitor the sale or liquidation of the Debtors;

   h) analyze the financial ramifications of any proposed
      transactions for which the Debtors seek Bankruptcy Court
      approval, including post-petition financing, sale of all or
      a portion of the Debtors' assets, management compensation
      and retention and severance plans;

   i. perform all other necessary services as the Committee or its
      counsel may request in relation to the financial, business
      and economic issues that may arise in the Debtors' chapter
      11 cases.

William K. Lenhart, C.P.A., a Member at BDO Seidman, reports the
Firm's professionals bill:

      Designation            Hourly Rate
      -----------            -----------
      Partners               $335 - $675
      Senior Managers        $230 - $510
      Managers               $210 - $345
      Senior Staff           $150 - $255
      Staff                   $95 - $195

BDO Seidman assures the Court that it does not represent any
interest adverse to the Committee, the Debtors or their estates.

Headquartered in New York, New York, Athlete's Foot Stores, LLC,
-- http://www.theathletesfoot.com/--operates approximately
125 athletic footwear specialty retail stores in 25 states.  The
Company and its debtor-affiliate filed for chapter 11 protection
on December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed total assets of $33,672,000 and total debts
of $39,452,000.


B&A CONSTRUCTION: Taps Scroggins & Williamson as Bankr. Counsel
---------------------------------------------------------------
B&A Construction Co., Inc., asks the U.S. Bankruptcy Court for the
Northern District of Georgia, Gainesville Division, for authority
to retain Scroggins & Williamson as its bankruptcy.

Scroggins & Williamson is expected to:

        a) prepare pleadings and applications;

        b) conduct examinations;

        c) advise the Debtor of its rights, duties and obligations
           as debtor-in-possession;

        d) consult and represent the Debtor with respect to the
           formulation of a chapter 11 plan;

        e) perform legal services incidental and necessary in the
           day-to-day operation of the Debtor's business,
           including, but not limited to, institution and
           prosecution of necessary legal proceedings, and general
           business and corporate legal advice and assistance; and

        f) take any and all other action incidental to the proper
           preservation and administration of the Debtor's estate
           and business.

Robert Williamson, Esq., a principal at Scroggins & Williamson,
discloses that his Firm received a $26,000 retainer from B&A
Construction.

The hourly billing rates of professionals at Scroggins &
Williamson are:

                Designation             Rate
                -----------             ----
                Attorneys             $210-305
                Legal Assistants         $75

To the best of the Debtors' knowledge, Scroggins & Williamson is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Gainesville, Georgia, Scroggins & Williamson, is
a commercial, highway and residential grading contractor.  The
Company filed for chapter 11 protection on Feb. 18, 2005 (Bankr.
N.D. Ga. Case No. 05-20421).  When the Debtor filed for protection
from its creditors, it estimated assets and debts between
$10 million to $50 million.


BEAR STEARNS: Moody's Puts Ba2 Rating on $22.025M Class M-7 Certs.
------------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I
Trust 2005-HE1, and ratings ranging from Aa2 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by mortgage loans primarily
originated by Encore Credit Corporation (51.91%), and Decision One
Mortgage Company, LLC (19.94%).  The remaining mortgage loans were
originated by various originators, none of which have originated
more than 10% of the loans in the aggregate.

The pool consists of both adjustable-rate (83.31%) and fixed-rate
(16.69%) subprime mortgage loans acquired by EMC Mortgage
Corporation.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
over-collateralization, and excess spread.  The credit quality of
the loan pool is in line with the average loan pool backing recent
subprime securitizations.

EMC Mortgage will act as master servicer of the loans.  Moody's
has assigned EMC Mortgage its top servicer quality rating (SQ1) as
a primary servicer of subprime loans.

The complete rating actions are:

     * Class I-A-1, $191,996,000, rated Aaa
     * Class I-A-2, $88,379,000, rated Aaa
     * Class I-A-3, $22,015,000, rated Aaa
     * Class II-A-1, $721,706,000, rated Aaa
     * Class II-A-2, $180,426,000, rated Aaa
     * Class M-1, $100,250,000, rated Aa2
     * Class M-2, $81,263,000, rated A2
     * Class M-3, $27,341,000, rated A3
     * Class M-4, $18,987,000, rated Baa1
     * Class M-5, $18,227,000, rated Baa2
     * Class M-6, $17,468,000, rated Baa3
     * Class M-7, $22,025,000, rated Ba2

The Class M-7 certificates are being offered in privately
negotiated transactions without registration under the 1933 Act.
The issuance was designed to permit resale under Rule 144A.


BELLA VISTA: Moody's Puts Ba2 Rating on $5.471M Class B-4 Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued in the BellaVista Mortgage Trust
2005-01 securitization of hybrid and negative amortization loans
secured by first liens on one- to four-family residential
properties.  Ratings of Aa2, A2, Baa2 and Ba2 were also assigned
to the subordinate classes.

According to Moody's analyst Amita Shrivastava, the ratings of the
certificates are based on the quality of the underlying mortgage,
the credit support provided through subordination, the legal
structure of the transaction, as well as Countrywide's capability
as a servicer of mortgage loans.

The underlying collateral consists of 30-year and 40-year hybrid
and negative amortization mortgage loans.  The mortgage loans are
divided into four groups.  All loans in group I are negative
amortization loans, loans in group 2 are 1-month, 6-month or
1-year LIBOR loans while loans in groups 3 and 4 are hybrids.

Countrywide Home Loans Servicing LP will be the master servicer of
the mortgage loans. Countrywide is considered to be a highly
capable servicer of prime quality mortgage loans.

The complete rating actions are:

Issuer:          BellaVista Mortgage Trust 2005-01
Depositor:       BellaVista Funding Corporation
Master Servicer: Countrywide Home Loans Servicing LP

   * Class I-A-1, $164,994,000, Aaa
   * Class I-A-2, $110,000,000, Aaa
   * Class II-A, $468,793,000, Aaa
   * Class III-A, $36,867,000, Aaa
   * Class IV-A, $76,622,000, Aaa
   * Class I-A-X, Interest Only/Principal Only, Aaa
   * Class II-A-X, Interest Only, Aaa
   * Class IV-A-X, Interest Only, Aaa
   * Class A-R, $100, Aaa
   * Class B-X, Interest Only/Principal Only, Aa2
   * Class B-1, $19,150,000, Aa2
   * Class B-2, $12,310,000, A2
   * Class B-3, $9,119,000, Baa2
   * Class B-4, $5,471,000, Ba2


BOMBARDIER INC: Aerospace Delivers 329 Aircraft in FY 2004-05
-------------------------------------------------------------
Bombardier Inc.'s subsidiary Bombardier Aerospace delivered
329 aircraft in the fiscal year ended January 31, 2005.  This
compares to the 324 aircraft deliveries in the previous fiscal
year 2003/04 (the year ending January 31, 2004).

"Our ongoing investment in new aircraft platforms has begun to pay
dividends and is validated by this fiscal year's increased
deliveries of the new Bombardier Learjet 40, Challenger 300 and
Global 5000 business aircraft.  These products are entering the
market at the perfect time," said Pierre Beaudoin, president and
chief operating officer, Bombardier Aerospace.  "In the regional
aircraft segment, deliveries of our larger regional jets, the
Bombardier CRJ700 and CRJ900 aircraft, also increased, reflecting
our customers' wish to remain with the superior operating
economics of the CRJ family of aircraft."

"As we proactively manage short-term challenges within the context
of an industry in recovery, we continue to plan and make decisions
for the long term to maintain our leadership position and ensure
our success," he added.

Deliveries in the regional aircraft segment totalled 200 aircraft
compared to 232 for the same period last year.  Deliveries of the
Bombardier CRJ Series reached 178 compared to 214 during last
fiscal year 2003/04 and deliveries of Bombardier Q Series aircraft
reached 22 aircraft compared with 18 in the previous fiscal year
2003/04.  This includes delivery of 16 Bombardier Q400 aircraft,
the new-generation, high-speed 70-passenger turboprop whose
profitability and strong passenger appeal have been demonstrated
by follow-on orders from operators such as All Nippon Airways Co.
Ltd., Japan Air Commuter, Horizon Air and FlyBE.

In the business aircraft segment, 128 units were delivered
compared to 89 for the same period last year, an increase of 44
per cent.  Fifty-one of the business aircraft delivered this
fiscal year were of the newest Bombardier business aircraft: the
Learjet 40, Challenger 300 and Global 5000.

One Bombardier 415 amphibious aircraft was delivered during fiscal
year 2004/05 (year ending January 31, 2005) compared to three in
the previous fiscal year.

Recent industry figures show that general aviation posted a strong
recovery in 2004 due to the continued growth of the U.S. economy.
The General Aviation Manufacturers Association (GAMA) reported
that the sharp rise in the industry's aircraft deliveries was due
in part to a 14 per cent increase in business jet deliveries.
Strong interest in new products such as the Bombardier Learjet 40,
Challenger 300 and Global 5000 aircraft coupled with the sustained
popularity of the Bombardier Challenger 604 and Global Express
aircraft demonstrate that Bombardier's modern, innovative business
jet families are positioning the Corporation to continue
increasing its market share.

For commercial airlines, the increased focus on operating
economics during these tougher times has led to heightened
interest in aircraft that offer best-in-class economics and
benefits arising from fleet commonality.  As airlines continue to
evolve towards larger regional aircraft, and scope clauses in the
U.S. airline industry are relaxed, Bombardier's 70-seat CRJ700 and
86-passenger CRJ900 aircraft, of which there are more than 200
already in operation worldwide, will continue to be market leaders
in their class.

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

                         *     *     *

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

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


C.R. STONE CONCRETE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: C.R. Stone Concrete Contractors, Inc.
        72 Grove Street
        Franklin, Massachusetts 02038

Bankruptcy Case No.: 05-11119

Type of Business: The Debtor is a concrete contractor.

Chapter 11 Petition Date: February 18, 2005

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Alan L. Braunstein, Esq.
                  Riemer & Braunstein, LLP
                  Three Center Plaza
                  Boston, MA 02108
                  Tel: 617-880-3516

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
FCC Equipment Financing Inc.  Trade debt                $594,916
P.O. Box 905010
Charlotte, NC 28290

Tresca Brothers Sand &        Trade debt                $503,365
Gravel, Inc.
P.O. Box 189
66 Main Street
Millis, MA 02054

VStructural LLC               Trade debt                $108,823
P.O. Box 75090
Baltimore, MD 21275

Aggregate Industries          Trade debt                 $66,020

Peri Formwork Systems, Inc.   Trade debt                 $62,959

Diamond Rebar Group           Trade debt                 $52,568

AIM Mutual Insurance Co.      Trade debt                 $50,649

G&C Equipment, Inc.           Trade debt                 $47,585

Mack Commercial Finance       Trade debt                 $34,993

Key Equipment Finance         Trade debt                 $27,336

Whaling City Iron             Trade debt                 $26,251

AH Harris & Sons, Inc.        Trade debt                 $24,737

Petro-Deblois Oil Company     Trade debt                 $23,546

Mill Metals Corporation       Trade debt                 $23,506

Barker Steel Company, Inc.    Trade debt                 $23,217

Sean F. Murphy C.P.A. LLC     Trade debt                 $18,290

Geotechnical Consultants Inc  Trade debt                 $16,404

Zurich North America          Trade debt                 $14,955

Lampasona Concrete Corp.      Trade debt                 $14,413

NES Rentals                   Trade debt                 $12,480


CAESARS ENT: HSR Waiting Period on Harrah's Merger Expires
----------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) and Caesars
Entertainment, Inc. (NYSE: CZR) said that the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in connection with Harrah's pending acquisition of
Caesars expired at 11:59 PM Eastern Time on Feb. 17, 2005.
As previously disclosed, the parties certified their substantial
compliance with the Federal Trade Commission's requests for
additional information on Jan. 18, 2005.

Expiration of the HSR waiting period is a condition to completion
of the merger between Harrah's and Caesars.  The Federal Trade
Commission is continuing its investigation, and is not precluded
from bringing an action challenging the transaction.  The
consummation of the transaction remains subject to other customary
conditions, including the receipt of regulatory approvals and
approval by stockholders of both Harrah's and Caesars.  Harrah's
and Caesars continue to expect to be able to complete these
activities as previously announced and to close the merger in the
second quarter of 2005.

                     About Caesars Entertainment

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

                    About Harrah's Entertainment

Founded 67 years ago, Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- owns or manages through various
subsidiaries 28 casinos in the United States, primarily under the
Harrah's brand name.  Harrah's Entertainment is focused on
building loyalty and value with its target customers through a
unique combination of great service, excellent products,
unsurpassed distribution, operational excellence and technology
leadership.

                           *     *     *

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

   HET

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

   CZR

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


CATHOLIC CHURCH: Spokane Gets OK to Hire Turner Stoeve & Gagliardi
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
approves the Diocese of Spokane's request to employ the law firm
of Turner, Stoeve & Gagliardi, P.S., as general counsel for non-
bankruptcy matters.

Turner Stoeve has served as outside general counsel to Spokane
since 1978 and is familiar with all aspects of the Diocese of
Spokane's business and all encountered legal issues.  According to
Bishop Skylstad, it is important to retain continuity in the
representation of Spokane so that the Diocese will be fully
represented in the most efficient and cost-effective manner.

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)


CHOICE HOTELS: Dec. 31 Balance Sheet Upside-Down by $203 Million
----------------------------------------------------------------
Choice Hotels International, Inc., (NYSE:CHH) reported the
following highlights for the fourth quarter and full year 2004:

   -- Diluted earnings per share for full year 2004 were $2.15
      compared to $1.96 for 2003; Diluted earnings per share for
      fourth quarter 2004 were $0.60 compared to $0.57 for fourth
      quarter 2003;

   -- Adjusted diluted earnings per share for full year 2004 were
      $2.16, up 16% from $1.87 for the same period in 2003, on a
      non-GAAP basis, excluding specified items;

   -- Royalty revenues up 13% and 11% for fourth quarter and full
      year 2004, respectively, total revenues up 12% and 11% for
      fourth quarter and full year, respectively;

   -- Domestic unit growth of 5.4%;

   -- Domestic system-wide revenue per available room increased
      7.9% for fourth quarter 2004 and 5.1% for full year 2004
      compared to prior year results;

   -- Year-to-date new domestic hotel franchise contracts up 17%
      to a record 552;

   -- Domestic hotels under development increased in 2004 by more
      than 14% to 460 hotels representing 35,652 rooms at year end
      2004; worldwide hotels under development grew 16% to 569
      hotels at year end 2004, representing 45,167 rooms;

   -- Company returned more than $175 million of cash to
      shareholders in 2004 through a combination of treasury share
      repurchases and dividends;

   -- Company announces 2005 full year guidance of $2.38 to $2.42
      diluted earnings per share.

"Choice Hotels enjoyed yet another record-setting year in 2004 as
we added more than 15,000 rooms to our domestic system and
achieved a significant milestone with more than 400,000 rooms open
worldwide," said Charles A. Ledsinger, Jr., president and chief
executive officer.  "We had a second consecutive record
development year, with more than 550 contracts for new franchises
executed, which positions us well for unit growth in 2005 and
beyond."

He added, "We are also encouraged by strengthening industry
fundamentals that contributed to an increase in domestic RevPAR of
nearly 8% in the fourth quarter.  We are optimistic that the
strong momentum reflected in our 2004 results will carry forward
into next year.  We are especially excited with this month's
announcement of the launch of our new upscale brand, Cambria
Suites, which has received an enthusiastic reception from
developers."

            Full Year 2004 & Fourth Quarter Performance

Choice reported full year 2004 net income of $74.3 million, a 10%
increase in diluted EPS over the same period for 2003.  For full
year 2003, the company reported net income of $71.9 million, or
$1.96 diluted EPS.

Adjusted net income for full year 2004 was $74.8 million, compared
to adjusted net income of $68.5 million for the same period in
2003.  Adjusted diluted EPS was $2.16 for full year 2004, a 16%
increase compared to the same period in 2003.  Adjusted net income
and adjusted diluted EPS presented for full year 2004 exclude a
$0.4 million (net of related tax effect), loss on extinguishment
of debt.  Adjusted net income and adjusted diluted EPS presented
for full year 2003 exclude a $3.4 million gain (net of related tax
effect), or $0.09 per share, attributable to the prepayment of a
note receivable from Sunburst Hospitality Corporation which was
repaid to the Company in December 2003.

Operating income for full year 2004 increased 10% from
$114.0 million to $125.0 million.  Franchising margins for 2004
increased to 60.9% from 60.4% for full year 2003.

The company also reported total revenues of $428.8 million for
2004, compared to $386.1 million in 2003, an increase of 11%.
Franchising revenues, which include royalty revenues, initial and
relicensing fees, partner services and other revenue, for 2004
were $203.8 million, an increase of 9% from the $187.1 million
reported a year ago.

Royalty revenues for 2004 were $167.2 million, compared to
$151.3 million for 2003, an increase of 11%.

System-wide domestic revenue per available room (RevPAR) was
$35.95 for full year 2004, compared to $34.21 for 2003, a 5.1%
increase.

For fourth quarter 2004, Choice reported net income of
$20.3 million or $0.60 diluted EPS compared to net income of
$20.7 million and $0.57 diluted EPS reported for fourth quarter
2003.

Net income of $20.3 million for fourth quarter 2004 increased 17%
compared to adjusted net income of $17.3 million for the same
period in 2003. Diluted EPS for fourth quarter 2004 increased 25%
compared to adjusted diluted EPS of $0.48 for fourth quarter 2003.
Adjusted net income and adjusted diluted EPS presented for fourth
quarter 2003 exclude a $3.4 million gain (net of related tax
effect), or $0.09 per share, gain on the Sunburst note receivable
prepayment.

Operating income for fourth quarter 2004 increased 11% to
$31.5 million, compared to $28.3 million for the same period a
year ago.

Total revenues were $106.9 million for the three months ended
December 31, 2004, an increase of 12% compared to $95.2 million
for the same period in 2003. Franchising revenues for the last
three months of 2004 increased 11% to $53.7 million, compared to
$48.5 million for the same period a year ago.

Royalty revenues for fourth quarter 2004 were $42.9 million,
compared to $38.1 million for the same period a year ago, an
increase of 13%.

System-wide domestic RevPAR was $35.96 for the last three months
of 2004, compared to $33.34 for the same period in 2003, a 7.9%
gain.

                        2004 Unit Growth

The number of domestic Choice hotels on-line grew by 5.4% to 3,834
(309,586 rooms on-line) as of December 31, 2004 from 3,636
(294,268 rooms on-line) as of the same date a year ago.  Net
domestic franchise additions in 2004 were 198 compared to 154 net
domestic franchise additions in 2003, a 29% increase.  In fourth
quarter 2004, net domestic franchise additions were 38, an
increase of 9% compared to 35 for the same period a year ago.

Choice executed 552 new domestic hotel franchise contracts
representing 47,277 rooms in 2004, compared to 470 new contracts
representing 41,039 rooms for the same period a year ago,
increases of approximately 17% and 15% respectively.  For the
quarter ended December 31, 2004, Choice executed 198 new domestic
hotel franchise contracts, representing 17,078 rooms, compared to
176 contracts, representing 15,075 rooms, for the same period in
2003, increases of 12% and 13% respectively.  These increases in
executed new franchise contracts and an increase in the number of
existing franchise relicensings have contributed to better than
19% increases in initial franchise and relicensing fees for both
the three month period and year ended December 31, 2004, compared
to the same periods in 2003.

For full year 2004, 182 contracts for new construction hotel
franchises, representing 12,799 rooms were executed, compared to
128 contracts, representing 8,649 rooms for the same period a year
ago, representing increases of approximately 42% and 48%,
respectively.  For the three months ended December 31, 2004, 82
contracts for new construction hotels representing 5,931 rooms
were executed, representing increases of 64% and 82%,
respectively, compared to 50 contracts, representing 3,250 rooms,
for new construction hotels for the same period a year ago.

As of December 31, 2004, Choice had 460 hotels under development
in its domestic hotel system, representing 35,652 rooms, compared
to 401 hotels and 31,409 rooms at the same date in 2003, increases
of 15% and 14%, respectively.

As of December 31, 2004, the number of Choice hotels on-line
worldwide grew 3.5% to 4,977 from 4,810 as of the same date a year
ago.  This growth represents an increase of 3.9% in the number of
rooms open to 403,806 from 388,618.  As of December 31, 2004,
Choice had 569 hotels under development worldwide, representing
45,167 rooms, compared to 491 hotels and 39,877 rooms at the same
date in 2003.

                      Use of Free Cash Flow

The company has consistently used the free cash flow (cash flows
from operations less capital expenditures) generated from its
operations to return value to its shareholders.  This is primarily
achieved through share repurchases and dividends.

During 2004, the company purchased 3.2 million shares of its
common stock at an average price of $46.45 per share for a total
cost of $148.3 million.  For the three months ended Dec. 31, 2004,
the company purchased 0.9 million shares of its common stock at a
total cost of $47.1 million.  The company has remaining
authorization to purchase up to 1.8 million shares.  Since Choice
announced its stock repurchase program on June 25, 1998, the
company has purchased 32.5 million shares of its common stock at
an average price of $20.38 per share and a total cost of
$663 million, through December 31, 2004. Total shares outstanding
as of December 31, 2004, are 32.3 million.

During 2004, the company paid $27.7 million of cash dividends to
shareholders.  The current annual dividend rate on the company's
common stock is $0.90 per share.

The company expects to continue to return value to its
shareholders through a combination of share repurchases and
dividends.

                  First Quarter & Full-Year 2005

The company's first quarter 2005 diluted EPS is expected to be
$0.32 to $0.34.  These first quarter estimates assume the existing
share count and RevPAR growth of approximately 5% to 6%.  Full
year 2005 diluted EPS is expected to be $2.38 to $2.42.  These
estimates assume the existing share count and RevPAR growth of
approximately 5% to 7%.  These estimates exclude the effect of
adopting Statement of Financial Accounting Standards No. 123R,
Share-Based Payment (SFAS 123R) related to unvested stock options
granted prior to 2003

                        About the Company

Choice Hotels International -- http://www.choicehotels.com/--
franchises more than 4,900 hotels, representing approximately
400,000 rooms, in the United States and 41 other countries and
territories.  As of December 31, 2004, 460 hotels are under
development in the United States, representing 35,652 rooms, and
an additional 109 hotels, representing 9,515 rooms, are under
development in 21 countries and territories.  Its Comfort Inn,
Comfort Suites, Quality, Clarion, Sleep Inn, Econo Lodge, Rodeway
Inn and MainStay Suites brands serve guests worldwide.

At Dec. 31, 2004, Choice Hotels' balance sheet showed a
$203,053,000 stockholders' deficit, compared to a $118,187,000
deficit at Dec. 31, 2003.


CINCINNATI BELL: Dec. 31 Balance Sheet Upside-Down by $621.5 Mil.
-----------------------------------------------------------------
Cincinnati Bell, Inc., (NYSE:CBB) reported revenue of $300
million, operating income of $63 million, and net income of
$21 million for the fourth quarter of 2004.  Reported results
reflect the impact of two special items recorded during the
quarter:

   -- a non-cash income tax benefit of $13 million related to a
      change in estimated future tax benefits, and

   -- an $11 million restructuring charge, of which $1 million was
      cash, related to the company's previously announced
      restructuring plan.

Excluding the restructuring charge and the tax benefit, the
company generated quarterly operating income of $75 million and
net income of $16 million.

For the year ended Dec. 31, the company reported revenue of
$1.207 billion, operating income of $299 million and net income of
$64 million.  Excluding restructuring charges and tax benefits,
operating income totaled $311 million and net income was
$59 million.  Capital expenditures were $134 million, or
11 percent of revenue, for 2004.

                   Highlights for the Year 2004

"This year our core customers were not only well satisfied, they
demonstrated increased confidence in us by expanding their
commitments to our products and services," said Jack Cassidy,
president and chief executive officer of Cincinnati Bell, Inc.
This success, combined with our recently announced refinancing
plan, strengthens our cash flows and allows us to accelerate debt
reduction to the benefit of our shareholders and our future
competitive strength."

In 2004, Cincinnati Bell:

   -- Continued to de-lever the company, reducing net debt(a) by
      $149 million and exceeding its goal of approximately
      $140 million in 2004. Net debt of $2,112 million was
      7% less than at the end of 2003. The company also produced
      $167 million of free cash flow(b), which was 82 percent more
      than in 2003 and exceeded guidance by $7 million.

   -- Defended its core franchise through bundling, adding 52,000
      net subscribers to its Custom Connections "super bundle"
      which offers local, long distance, wireless and/or DSL. The
      company finished the year with 123,000 super bundle
      subscribers, or 73 percent more than at the end of the prior
      year.  Additionally, total access lines declined by 1.6
      percent versus the end of 2003, a full percentage point
      improvement over the 2.6 percent annual decline reported in
      the prior year as the company saw little impact from cable
      telephony competition. Combining access lines and DSL lines,
      the company added 16,000 net new total connections for the
      year.

   -- Grew its business by adding 31,000 Digital Subscriber Line
      (DSL) subscribers, or 26 percent more than were added in
      2003, which is within the guidance range of 30,000 to 35,000
      DSL net additions. The company finished the year with
      131,000 DSL subscribers, or 31 percent more than at the end
      of 2003. Cincinnati Bell increased its DSL penetration by 4
      points, to 14 percent of total access lines at year-end.

             Highlights for the Fourth Quarter 2004

"DSL adoption and service bundling continue to be success stories
for Cincinnati Bell," said Mr. Cassidy.  "DSL growth continues to
help offset traditional access line losses, while 78 percent of
in-territory consumer DSL activations and 76 percent of in-
territory consumer postpaid wireless activations came as part of
the bundle."

In the fourth quarter, Cincinnati Bell:

   -- Posted DSL net additions of 8,000, up 15 percent from the
      fourth quarter of 2003.

   -- Added 10,000 net subscribers to its Custom Connections
      "super-bundle." Twenty percent of the company's in-territory
      consumer households are now super-bundle customers. This
      helped to increase in-territory consumer revenue per
      household 5 percent versus the fourth quarter of 2003, to a
      total of approximately $77 per month.

   -- Improved postpaid wireless churn to 2.78 percent, a 0.9
      point improvement versus the third quarter of 2004.

                        Financial Results

"During 2004, Cincinnati Bell exceeded its net debt reduction goal
while at the same time continuing to make the investments
necessary to operating a world-class telecommunications company.
We continue to generate strong cash flow for de-levering the
company while remaining the pre-eminently positioned competitive
force in our market," said Brian Ross, Cincinnati Bell Inc.'s
chief financial officer.

Revenue

For the fourth quarter, revenue of $300 million was flat versus
the fourth quarter of 2003 when excluding the impact of the sale
of substantially all of the out-of-territory assets of the
company's Hardware and Managed Services segment.  This sale
resulted in a decrease in revenue of $11 million.

For the year, excluding the Broadband segment, revenue decreased
$49 million, or 4 percent, versus 2003.  Of this decrease, $33
million was due primarily to the sale of substantially all of the
out-of-territory assets of CBTS, while $13 million was due to a
decline in local service revenue resulting from a decrease in
access lines.  On a consolidated basis, revenue of $1,207 million
declined 23 percent, or $351 million, versus 2003, primarily due
to the sale of substantially all of the company's broadband assets
in 2003.

Operating Income

For the fourth quarter, operating income, excluding restructuring
charges, was $75 million, which was 22 percent, or $14 million,
higher than the fourth quarter of 2003.  This increase was
primarily due to an $8 million decrease in asset impairments and
other charges, a $6 million decrease in depreciation, a $5 million
decrease in the cost of long distance minutes in the Other segment
and a $3 million decrease in operating taxes in the Local segment,
partially offset by a $3 million increase in non-cash rent expense
in the Wireless segment and the decline in revenue.  The increase
in rent expense was due to a non-cash, non-recurring adjustment to
account for the terms of cell site ground leases and the
amortization periods of their respective leasehold improvements
consistently.

For the year, excluding the Broadband segment, operating income
decreased 15 percent, or $51 million, primarily due to a
$23 million increase in wireless and DSL customer acquisition
expenses, a $20 million increase in depreciation and amortization
and a $5 million increase in restructuring charges.  On a
consolidated basis, operating income of $299 million decreased 56
percent, or $385 million, versus 2003, primarily due to a
$332 million decrease in gain on the sale of substantially all of
the broadband assets.

Local Communications Services

Cincinnati Bell's Local segment, which includes the operations of
the company's local-exchange subsidiary, Cincinnati Bell Telephone
-- CBT, produced revenue of $191 million for the fourth quarter,
down 1 percent versus the fourth quarter of 2003, as higher DSL
revenue partially offset declining voice revenue.  For the year,
CBT recorded $762 million in revenue, a 2 percent decrease versus
2003, as higher DSL revenue partially offset lower voice and
wiring revenue.  In 2004, DSL revenue increased 29 percent versus
the prior year, driven by a 31 percent increase in subscribers
over the same period.

The Local segment produced operating income, excluding
restructuring charges, of $73 million for the fourth quarter, a
6 percent, or $4 million, increase versus the fourth quarter of
2003.  This increase was primarily due to a $3 million decrease in
operating taxes and a $4 million decrease in depreciation,
partially offset by the decline in revenue.  For the year, the
Local segment reported operating income, excluding restructuring
charges, of $290 million, up 1 percent, or $2 million, versus
2003.  The increase was due primarily to a $9 million decrease in
depreciation and a $7 million decrease in operating taxes,
partially offset by a $5 million increase in customer acquisition
expense and the decline in revenue.

CBT finished the year with 970,000 total access lines, a
1.6 percent decline versus the prior year, a full percentage point
improvement over the 2.6 percent decline reported in 2003.  This
improvement was due primarily to the addition of 21,000 out-of-
territory lines in 2004, which was 18,000 more than were added in
2003.  This increase in out-of-territory lines was primarily due
to the launch of local service in the Dayton market, where
Cincinnati Bell sells local service bundled with wireless and long
distance service.  These out-of-territory lines partially offset
the decline of 37,000 in-territory lines.  The decrease in in-
territory lines was primarily due to wireless and broadband
substitution, disconnects for non-payment and, to a lesser degree,
cable telephony competition.  Combining the in and out-of-
territory lines with the increase of 31,000 DSL subscribers,
Cincinnati Bell reported a net increase of 16,000 total
connections versus the end of 2003.

Capital investment was $21 million for fourth quarter and
$80 million, or 11 percent of revenue, for the year.

Wireless Services

Cincinnati Bell Wireless (CBW) reported revenue of $64 million in
the fourth quarter, up 3 percent versus the fourth quarter of
2003, as increases in equipment, data and prepaid voice revenue
offset lower postpaid voice revenue.  For the year, CBW produced
revenue of $262 million, up 1 percent versus 2003, for
substantially the same reasons.  In 2004, CBW increased wireless
data revenue 62 percent, or $6 million, to $15 million, or
6 percent of service revenue.

The operating loss for the quarter was $9 million, an $8 million
greater loss than the fourth quarter of 2003.  This was due in
part to the $3 million non-cash, non-recurring adjustment to rent
expense described above.  CBW also reported a $2 million increase
in customer acquisition cost related to a 10 percent increase in
gross activations, as well as a $2 million increase in
depreciation, amortization and asset write-downs.

For the year, the operating loss was $1 million, a $62 million
decrease in operating income versus 2003.  This decrease was due
primarily to a $35 million increase in depreciation, amortization
and asset write-offs, all related to the company's transition from
TDMA to GSM technology, an $18 million increase in customer
acquisition cost related to a 27 percent increase in gross
activations, the $3 million non-cash adjustment to rent expense
mentioned above and a $4 million increase in customer care
expenses and operating taxes, with the remainder due to the
decline in postpaid voice revenue.

In the fourth quarter, the company posted gross activations of
70,000, a 10 percent increase versus the fourth quarter of 2003.
Seventy-six percent of consumer postpaid activations in Cincinnati
came as part of the bundle.  Cincinnati Bell also reported net
subscriber additions of 2,000.  Postpaid churn finished the
quarter at 2.78 percent, which was a 0.9 point improvement versus
the third quarter of 2004.  The churn improvement was due
primarily to improvements in network quality as the company
transitions from TDMA to GSM technology.

For the year, gross activations of 243,000 increased 27 percent
versus 2003.  Net activations of 7,000 were 3,000 higher than in
2003.

For the quarter, postpaid Average Revenue Per User (ARPU(d)) was
$51, a 7 percent decrease, while prepaid ARPU was $19, a 12
percent increase, both versus the fourth quarter of 2003.
Postpaid ARPU declined due to customer migration to lower ARPU
plans as well as lower roaming revenue.

Capital investment was $10 million, or 15 percent of revenue, in
the fourth quarter.  For the year, capital investment was $32
million, or 12 percent of revenue.  Cincinnati Bell finished the
year with 481,000 subscribers, 207,000 of which were on the
company's GSM network, which the company launched in the fourth
quarter of 2003.

                 Hardware and Managed Services

For the fourth quarter, revenue in the Hardware and Managed
Services segment of $34 million increased 3 percent versus the
fourth quarter of 2003, excluding revenue associated with the out-
of-territory assets of Cincinnati Bell Technology Solutions --
CBTS.  This increase was due primarily to strong hardware sales to
enterprise customers and increased managed services revenue driven
by the implementation of a data center in the third quarter of
2004.  Including the revenue associated with the out-of-territory
assets of CBTS, revenue declined 23 percent versus the fourth
quarter of 2003.

For the year, excluding revenue associated with the sale of
substantially all of the out-of-territory assets of CBTS, revenue
increased 5 percent, or $5 million, compared to 2003, due to
strong hardware sales.  Including the impact of the sold assets,
revenue declined by 17 percent versus 2003.

For the fourth quarter, operating income of $3 million declined
$2 million from the fourth quarter of 2003 primarily due to lower
margins on equipment sales and also due to the sale of the out-of-
territory assets.  For the year, operating income of $13 million
was down $5 million versus 2003, for substantially the same
reasons.  The segment reported capital investment of $2 million in
the quarter.  The segment had capital investment of $16 million
for the year, substantially all related to an investment in a data
center in the third quarter of 2004.  Virtually all of the data
center space is currently under long-term service contracts with
enterprise customers.

                  Other Communications Services

Other Communications Services, which includes Cincinnati Bell's
voice long distance and public payphone operations, reported
revenue of $20 million for the fourth quarter, 4 percent, or
$1 million, higher than the same quarter a year ago.  This
increase was due primarily to a 10 percent, or $2 million,
increase in long distance revenue, which was partially offset by a
decline in payphone revenue.  Long distance revenue increased due
to the company's bundling efforts in and out-of-territory, while
payphone revenue decreased primarily due to the sale of
substantially all of the segment's out-of-territory and
correctional institution payphones in the fourth quarter of 2004.

For the year, the Other segment produced revenue of $79 million,
or 3 percent less than in 2003.  This decrease was due primarily
to a 17 percent decrease in payphone revenue as a result of the
sale of payphones.

The Other segment produced $6 million in operating income for the
quarter as compared to break-even performance in the fourth
quarter of 2003.  This improvement was primarily due to a
$4 million asset impairment in the payphone business recorded in
the fourth quarter of 2003 and not repeated in the fourth quarter
of 2004, as well as a substantial decrease in the cost of long
distance minutes.  For the year, the Other segment reported
operating income of $18 million, up $11 million from 2003, for
substantially the same reasons.

CBAD's Cincinnati market share of CBT access lines for which a
long distance carrier is selected was 76 percent in the consumer
market and 48 percent in the business market at the end of the
year, improvements of 5 points and 3 points, respectively, versus
the prior year.

                            Broadband

The Broadband segment produced no revenue in the quarter, due to
the sale of substantially all of the company's broadband assets in
2003.  There are no longer any meaningful operations in this
segment.  The remaining activity relates to the disposition of
remaining liabilities associated with the broadband sale.  At the
end of 2004, the company had $24 million in such liabilities.  For
the year, the company eliminated $38 million of such liabilities,
using $26 million in cash.  The Broadband segment reported
operating income of $6 million for the fourth quarter of 2004,
entirely due to favorable adjustments to liabilities and reserves.

                        About the Company

Cincinnati Bell, Inc. (NYSE: CBB) -- http://cincinnatibell.com/--
is parent to one of the nation's most respected and best
performing local exchange and wireless providers with a legacy of
unparalleled customer service excellence.  Cincinnati Bell
provides a wide range of telecommunications products and services
to residential and business customers in Ohio, Kentucky and
Indiana. Cincinnati Bell is headquartered in Cincinnati, Ohio.

At Dec. 31,2004, Cincinnati Bell's balance sheet showed a
$621.5 million stockholders' deficit, compared to a $679.4 million
deficit at Dec. 31, 2003.


CITATION CAMDEN: Has Until March 1 to File Plan of Reorganization
-----------------------------------------------------------------
Citation Corporation and its debtor-affiliates sought and obtained
an extension of their exclusive period to file a chapter 11 plan
until March 1, 2005, from the U.S. Bankruptcy Court for the
Northern District of Alabama, Southern Division.

The Debtors need a few more days to resolve some unspecified
issues before filing their plan.  The Official Committee of
Unsecured Creditors, the prepetition lenders and the postpetition
lenders agreed to the extension.  Without the brief extension, the
Debtors' exclusive period was set to expire this past Monday.

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


DATATEC SYSTEMS: Court Approves 363 Sale to Eagle Acquisition
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved the sale of substantially all of the assets of
Datatec Systems, Inc., and Datatec Industries, Inc., to Eagle
Acquisition Partners, Inc., pursuant to Section 363 of the United
States Bankruptcy Code, on Feb. 18, 2005.  Eagle was formed in
December 2004 and its investors include Raul Pupo, the former CEO
of Datatec, and certain former senior managers of Datatec.

The sale is expected to close on March 4, 2005.  Mr. Pupo, who has
30-years of experience in founding and successfully operating IT
service companies in the United States and internationally,
announced that "I know this is a great day for the customers and
employees of Datatec.  Datatec has always had a history of
exhibiting service leadership in the areas of staging,
configuration and deployment.  With this clean slate and renewed
financial strength, the Company is poised to become the market
leader in this growing space."

Headquartered in Alpharetta, Georgia, Datatec Systems, Inc., --
http://www.datatec.com/-- specializes in the rapid, large-scale
market absorption of networking technologies.  The Company and its
debtor-affiliate filed for chapter 11 protection on Dec. 14, 2004
(Bankr. D. Del. Case No. 04-13536).  John Henry Knight, Esq., at
Richards, Layton & Finger, P.A. and Bruce Buechler, Esq., at
Lowenstein Sandler PC represent the Debtors' restructuring.  When
the Company filed for protection from its creditors, it listed
total assets of $26,400,000 and total debts of $47,700,000.


DONNKENNY: U.S. Trustee Appoints 5 Creditors to Serve on Committee
------------------------------------------------------------------
The United States Trustee for Region 2 appointed five creditors to
serve on an Official Committee of Unsecured Creditors Donnkenny,
Inc., and its debtor-affiliates' chapter 11 cases:

        1. Clo-Shur International, Inc.
           Attn: Mike Miller
           5301 Tacony Street
           Box 208
           Philadelphia, Pennsylvania 19137
           Tel: 212-268-5029

        2. Plan4Demand Solutions, Inc.
           Attn: Vita Maire Fontana, Controller
           1501 Reedsdale Street, Suite 401
           Pittsburgh, Pennsylvania 15233
           Tel: 523-733-5011

        3. 1411 Trizechahn-Swig, LLC
           Attn: Charles E. Boulbol
           26 Broadway, 17th Floor
           New York, New York 10004

        4. Susan Kroll
           305 East 40th Street
           New York, New York 10016
           Tel: 917-669-5992

        5. Sharon Wax
           Wilson Drive
           Alpine, New Jersey 07620
           Tel: 201-767-1154

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


DPL INC: Moody's Upgrades Senior Unsecured Debt Rating to Ba2
-------------------------------------------------------------
Moody's Investors Service upgraded DPL Inc.'s senior unsecured
debt to Ba2 from Ba3, and upgraded The Dayton Power and Light
Company's senior secured debt to Baa2 from Baa3; senior unsecured
debt and Issuer Rating to Baa3 from Ba1; preferred stock to Ba2
from Ba3; and short term rating for commercial paper to Prime-3
from Not Prime.

Moody's also upgraded the trust-preferred securities issued by DPL
Capital Trust II to Ba3 from B1.  The ratings of DPL Inc., Dayton
Power, and DPL Capital Trust II remain on review for possible
upgrade.

The upgrades are prompted by:

   1) DPL Inc.'s recent announcement that it had reached an
      agreement to sell its private equity portfolio, which
      Moody's believes will reduce business risk and enhance
      transparency;

   2) DPL Inc.'s improved liquidity profile and the expected
      increase in its funds from operations in 2005;

   3) the utility's renewed access to its $100 million bank
      revolving credit facility, which had been precluded while
      its financial statements were delayed;

   4) the new management team's announced intention to execute a
      "back to basics" strategy and focus on its core utility
      business;

   5) initial actions by management to resolve internal control
      and corporate governance issues that were raised by the
      DPL's controller and its external auditor.

The upgrade of Dayton Power's short term rating for commercial
paper to Prime-3 considers the solid cash position of the
consolidated enterprise, including cash on hand of $202 million
and publicly traded securities of $87 million as of 12/31/04; the
expected inflow of $825 million of cash from the sale of the
investment portfolio; and the availability of Dayton Power's $100
million revolving credit facility.  Moody's notes that this
revolving credit facility contains a material adverse change
clause for new borrowings that does not include a carve-out for
commercial paper, emphasizing the significance of the company's
cash position.

The ratings of DPL Inc. and Dayton Power remain under review for
possible upgrade.  The review will focus on the timing and
execution of the sale of the private equity portfolio and the use
of the anticipated $825 million of cash proceeds; the likely
amount of reduction of the high cost debt at the parent company
level; and the investments the company plans to make in its core
utility business.

The review will also consider the ongoing ability of DPL Inc. to
generate cash from sources other than Dayton Power, including its
wholesale generation fleet; the utility plan of protection
recently filed with the Public Utility Commission of Ohio and any
ring fencing provisions that may result from the plan;
developments with regard to the investigations of the company by
the SEC, Internal Revenue Service and the Department of Justice;
actions taken by DPL senior management to address internal control
and corporate governance issues; and the overall strategic and
business plan of the company going forward.

The ratings upgraded and remaining under review for possible
upgrade include:

   * DPL Inc.'s senior unsecured debt, to Ba2 from Ba3;

   * Dayton Power's senior secured debt, to Baa2 from Baa3; senior
     unsecured debt and Issuer Rating, to Baa3 from Ba1; preferred
     stock, to Ba2 from Ba3; and commercial paper, to Prime-3 from
     Not Prime.

   * DPL Capital Trust II trust preferred securities rating to Ba3
     from B1.

DPL, Inc., is a diversified regional energy company operating in
the Midwest through its subsidiaries, The Dayton Power and Light
Company, DPL Energy, LLC, and MVE, Inc.  The company is
headquartered in Dayton, Ohio.


ENTERPRISE PRODUCTS: Prices $250 Million Private Debt Offering
--------------------------------------------------------------
Enterprise Products Partners L.P.'s (NYSE:EPD) operating
subsidiary, Enterprise Products Operating L.P., has priced the
private placement of $250 million of 10-year senior unsecured
notes and $250 million of 30-year senior unsecured notes.
A portion of the net proceeds from the sale of the notes will be
used to refinance the Operating Partnership's outstanding
$350 million of 8.25 percent Senior Notes due March 15, 2005.  The
remaining proceeds will be used for general partnership purposes,
including the temporary repayment of indebtedness outstanding
under its multi-year revolving credit facility.

The 10-year notes will be issued at 99.379 percent of their
principal amount and will have a fixed-rate interest coupon of
5.00 percent and a maturity date of March 1, 2015.  The 30-year
notes will be issued at 98.691 percent of their principal amount
and will have a fixed-rate interest coupon of 5.75 percent and
will mature on March 1, 2035.  The settlement date is
March 2, 2005 for both series of notes.

Enterprise will guarantee the notes through an unsecured and
unsubordinated guarantee.  These notes, which include registration
rights, have not been registered under the Securities Act and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration under the Securities
Act.

                     About the Company

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

                         *     *     *

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

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

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


EVOLVED DIGITAL: Names Richard J. Eskind Chairman of the Board
--------------------------------------------------------------
Evolved Digital Systems, Inc., (TSX: EVD) reported that Richard J.
Eskind has joined the Board of Directors and was elected to serve
as Chairman.  Mr. Eskind has co-founded and served as a board
member of several healthcare companies including Hospital
Affiliates International, Inc., a for-profit hospital company,
HealthAmerica, Inc., an HMO company and Clintrials, Inc., a
clinical trials management company.  John Southcott, the Company's
former Chief Executive Officer, also joined the Board of
Directors.

"Richard Eskind's experience and leadership in the healthcare
industry will be invaluable as we continue to grow the Company,"
stated Jon Lehman, Vice Chairman.  "Combined with John Southcott's
recent experience leading the Company as CEO, the two are
outstanding additions to the Board."

Dennis Wood of Dennis Wood Holdings, Inc., and Rob Breckon from
MDS, Inc., both resigned from the Board.  As a result of the
resignations, the total number of Directors will remain at nine.

With over 100 customer locations across North America, Evolved
Digital Systems, Inc., is a healthcare technology solutions
company.  Its services and enabling technologies transform
hospital and clinic imaging departments from manual to digital-
based systems, improving efficiency, turnaround time, and patient
care.  Evolved is a publicly traded company listed on the Toronto
Stock Exchange.  Corporate headquarters are based in Laval,
Quebec. U.S. offices are located in Brentwood, Tennessee.

Evolved Digital's September 30, 2004, financial statements express
significant doubt about the company's ability to continue as a
going concern, noting that the Company has incurred significant
operating losses, negative operating cash flows, and that the
Company is dependent on additional financing or capital to fund
its future operations.


FEDERAL-MOGUL: Employs A.T. Kearney for Cost Reduction Advice
-------------------------------------------------------------
Federal-Mogul Corporation, its debtor-affiliates and the Official
Committee of Unsecured Creditors appointed in the Debtors' chapter
11 cases seek the approval of U.S. Bankruptcy Court for the
District of Delaware to continue using A.T. Kearney's services.
A.T. Kearney will introduce identified cost savings initiatives in
a fourth wave of plants and to implement follow-up procedures to
the plants in Wave I, II, and III to capture the fullest cost
savings practicable.

Representing the Creditors Committee, Eric M. Sutty, Esq., at The
Bayard Firm, in Wilmington, Delaware, relates that the services
for Wave IV are largely identical to those services approved and
performed during Wave II and III.  A.T. Kearney would continue to
employ the OAE methodology, incorporating lessons learned in
Waves I, II and III to further improve the process.

The Wave IV rollout will be executed by teams consisting of both
A.T. Kearney consultants and the Debtors' personnel.  An A.T.
Kearney consultant and one of the Debtors' managers will serve as
the senior project leaders supervised by the Debtors overall
project leader -- Rainer Jueckstock.  Individual implementation
teams charged with coaching plant leaders in the OAE methodology
would consist of one manufacturing support employee employed by
the Debtors and one A.T. Kearney consultant.  In addition, two
senior A.T. Kearney senior consultants will be involved in
directly supporting each of the individual implementation teams at
the Wave IV plants.

A.T. Kearney projects to complete the implementation of Wave IV
rollout over the course of a 12-week period, Mr. Sutty tells the
Court.

The risk reduction follow-up for plants in Waves I, II and III is
designed to maximize the likelihood that the plants in Waves I,
II, and III will realize the identified savings opportunities and
sustain the improved processes without the need for further
outside support.  There are three main causes for the risk that
the plants in Waves I, II, and III will not realize the complete
cost savings possible:

    (1) The implementation of the rollouts was very rapid, with
        only a 12-week learning cycle;

    (2) Many of the processes introduced were completely new to
        the plants; and

    (3) The Debtors' management has experienced some natural
        turnover, many of the personnel at the facilities have
        changed roles or been replaced since the start of the
        rollout.

A.T. Kearney estimates that the risk reduction follow-up for
plants in Waves I, II and III will last 14 weeks.

A.T. Kearney has classified the risk level of each plant as (1)
high risk, (2) medium risk, or (3) low risk.  The 21 high-risk
plants will have one full-time external resource team dedicated to
3 to 5 plants.  The 12 medium risk plants will have one full-time
external resource team for every 6 to 8 plants.  The 17 low risk
plants will have no full-time resource team but will have an
emergency support as needed.

According to Mr. Sutty, the risk reduction follow-up will address
three main areas:

    (1) The follow-up will focus on process compliance by visiting
        the plants' steering committee meetings and ensuring
        through process checklists that the critical elements of
        the process improvement are followed;

    (2) The extent to which the plant improvement plans have been
        successful will be evaluated and the plant improvement
        plans will be modified to address any gaps in performance;
        and

    (3) Potential for new savings will be identified.

The ultimate goal of the risk reduction follow-up is to ensure
that the process is sustained without the need for ongoing
external resources.

A.T. Kearney's fees will be calculated on an hourly basis using
actual hours worked and a specified rate structure for A.T.
Kearney personnel having varying levels of experience.  A.T.
Kearney's consulting fees and expenses will be capped at
$2,500,000 for Wave IV and risk reduction follow-up.  The first
three invoices each will be in the amount of $710,000 to be paid
within 60 days of invoicing.  The last invoice will be adjusted
from $370,000 to reconcile for the actual hours billed as well as
expenses.

The plants contemplated in the Wave IV rollout and risk reduction
follow-up include plants owned by the U.S. Debtors, by non-debtor
affiliates of the Debtors, and by the English Debtors.

Accordingly, Judge Lyons:

    (a) authorizes the Debtors to enter into a Letter Agreement
        with A.T. Kearney in relation to the consulting services
        to rollout Wave IV and to perform risk reduction follow-
        up in plants in Waves I, II, and III;

    (b) approves A.T. Kearney's compensation for the consulting
        services:

    (c) requires the applicable U.S. Debtors, English Debtors and
        Non-Debtors Affiliates to reimburse Federal-Mogul
        Corporation for the pro rata costs of A.T. Kearney
        services rendered at their plants to the extent
        Federal-Mogul directly pays A.T. Kearney's fees and
        expenses; and

    (d) directs A.T. Kearney to make available to the Creditors
        Committee and other Plan Proponents certain information
        generated in connection with A.T. Kearney's performance of
        the consulting services contemplated under by the Letter
        Agreement.

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


FMC CORP: Astaris Obtains New $75 Million Revolving Facility
------------------------------------------------------------
Astaris LLC, has obtained a new three-year revolving credit
facility for up to $100 million from a group of lenders with
Citicorp USA, Inc., acting as Administrative Agent.  The facility
initially will be up to $75 million with a $25 million uncommitted
expansion option.  It replaces a $20 million credit facility that
was scheduled to expire in September 2005.

"We were very pleased with the support shown by our new lenders,"
said Paul L. Howes, president and chief executive officer.  "The
new revolving credit facility increases our liquidity and was
accomplished without the need for continued credit support from
our joint-venture owners, Solutia, Inc., and FMC Corporation.  The
new credit agreement also allowed us to repay Solutia and FMC
approximately $16 million each that had been deferred in support
of the company's restructuring plan announced in October 2003."

Based in St. Louis, MO, Astaris LLC is jointly owned by Solutia
Inc. (OTC Bulletin Board: SOLUQ) and FMC Corporation (NYSE: FMC)
and provides phosphate technology solutions for food, industrial
and institutional applications to customers worldwide.

FMC Corporation is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and quality
products.  The company employs approximately 5,500 people
throughout the world.  FMC Corporation divides its businesses into
three segments: Agricultural Products, Specialty Chemicals and
Industrial Chemicals.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Moody's Investors Service assigned a Ba1 rating to FMC Corp.'s
proposed senior secured credit facility consisting of a
$100 million term loan A, $100 million letters of credit facility,
and a $350 million revolving credit facility.  Proceeds from the
new credit facility will be used to redeem the existing credit
facility and to free restricted cash assuring certain obligations.
Concurrent with this action, Moody's raised FMC's ratings outlook
to positive from stable.  The outlook revision reflects Moody's
belief that the company has made significant progress reducing
contingent liabilities and improving credit metrics, and that a
general economic upturn will translate into improved performance
for 2005.

Ratings assigned:

   * $350 million senior secured revolver due 2009 -- Ba1

   * $100 million senior secured term loan A due 2009 -- Ba1

   * $100 million senior secured letters of credit facility due
     2009 -- Ba1

Ratings affirmed:

   * $355 million senior secured bonds due 2009 -- Ba2

   * $45 million senior secured debentures due 2011 -- Ba2

   * $178 million of medium-term notes due 2005 to 2008 -- Ba2

   * $178 million of senior unsecured industrial revenue bonds due
     2007 to 2032 -- Ba3

   * $250 million senior secured revolver due 2005 -- Ba1

   * $245 million senior secured term loan B due 2007 -- Ba1

   * Speculative Grade Liquidity Rating -- SGL-2


HEDMAN RESOURCES: Looks to Raise Up to $1 Mil. in Equity Placement
------------------------------------------------------------------
Hedman Resources Limited (TSX VENTURE:HDM) is proceeding with a
non-brokered private placement which is expected to raise a
minimum of $400,000 and maximum of $1,000,000 through the issuance
of a minimum of 5,714,286 Units and a maximum of 14,285,715 Units.
Each Unit shall be issued at a price of $0.07 and shall consist of
one common share of the Company and one common share purchase
warrant.  Each common share purchase warrant shall entitle the
purchaser to purchase, at any time within 24 months of the closing
of the placement, one common share of the Company at a price of
$.09.  The Units are subject to a four-month hold period.

To the best of the Company's knowledge, there are no insiders
participating in this private placement.

Proceeds from the private placement will be used to further the
Company's initiatives, including the ongoing CRADA with the United
States Department of Energy, other research and development
projects, working capital and further debt reduction.

This private placement is set to close no later than
March 14, 2005.  The transaction is subject to regulatory and
commission approvals, as necessary.

The securities being offered have not, nor will they be registered
under the United States Securities Act of 1933, as amended, and
may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons absent U.S. registration
or an applicable exemption from the U.S. registration
requirements.  This release does not constitute an offer for sale
of securities in the United States.

Hedman Resources Limited is an Ontario incorporated public company
and its principal business activity is the mining, research and
development of mineral ore.

                      Going Concern Doubt

As stated in Hedman Resources' September 30, 2004, financial
report, the company has experienced several continuous years of
operating losses, has an eroding working capital position and is a
co-defendant in a number of class action lawsuits.  The company's
ability to realize its assets and discharge its liabilities in the
normal course of business is dependent upon continued support,
including new financing from its lenders and creditors.  The
company is also dependent on an infusion of equity from potential
shareholders.  The company engages in ongoing efforts to obtain
additional financing from its existing shareholders and other
strategic investors to continue its operations.  However, there
can be no assurance that the company will obtain sufficient
additional funds from these sources.  These conditions cause
substantial doubt about the company's ability to continue as a
going concern.


HOLLINGER INC: Illinois Court Affirms Dismissal of RICO Lawsuit
---------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) reported that on
February 3, 2005, Judge Blanche Manning of the United States
District Court for the Northern District of Illinois issued a
ruling denying the motion of Hollinger International, Inc., for an
immediate appeal of the dismissal of Hollinger International's
Complaint against, among others, Hollinger that included
allegations pursuant to the Racketeer and Corrupt Influenced
Organizations Act.  The defendants to Hollinger International's
Second Amended Complaint have brought a further motion to dismiss
that Complaint in which Hollinger International is seeking
approximately US$542 million, including US$117 million of
pre-judgment interest at the time of filing, together with costs.

The Motion to dismiss the Second Amended Complaint is also before
Judge Manning to decide.  It is anticipated that she will make
that ruling in writing.

As reported in the Troubled Company Reporter on Nov. 3, 2004,
Hollinger International's Special Committee of its Board of
Directors has filed a Second Amended Complaint in the U.S.
District Court for the Northern District of Illinois on behalf of
the Company in its lawsuit against certain directors and former
directors and officers, as well as the Company's controlling
shareholder and its affiliated companies.  The total amount of
damages sought in this Second Amended Complaint is approximately
$542 million, which includes pre-judgment interest
of $117 million.

As previously announced, the Second Amended Complaint asserts all
of the same breach of fiduciary duty claims against Hollinger
Conrad Black, David Radler, Ravelston, Barbara Amiel Black, John
Boultbee, and Daniel Colson as had been in the previous Amended
Complaint filed May 7, 2004.

The Second Amended Complaint asserts additional claims against
certain of the Defendants based on the findings set forth in the
Report of Investigation by the Special Committee filed with the
Court on August 30, 2004.  These include, among others, claims to
rescind the $33.5 million balance of a $36.8 million loan from the
Company to Hollinger that is alleged to have been obtained on the
basis of false and misleading statements.  The Second Amended
Complaint also adds claims for fraud, conversion and punitive
damages, while eliminating as Defendants Bradford Publishing
Company and the Horizon companies.

The Second Amended Complaint adds Hollinger International Director
Richard N. Perle as a Defendant.  The suit claims breaches of
fiduciary duty by Perle related to his service as a member of the
Company's Executive Committee.

                           Inspection

Ernst & Young, Inc., is continuing the inspection of Hollinger's
related party transactions pursuant to an Order of Justice Colin
L. Campbell of the Ontario Superior Court of Justice.  The
Inspector has provided six interim Reports with respect to its
inspection of Hollinger.  Hollinger and its staff continue to give
their full and unrestricted assistance to the Inspector in order
that it may carry out its duties, including access to all files
and electronic data.

At a hearing held on February 9, 2005, Justice Campbell set a
schedule for certain developments with respect to inspection.  The
Inspector is to inform the Court during the first week of March of
a date no later than the end of March by which it is to present to
the Court its priorities for the inspection.  Thereafter, it is
expected that the motion with respect to the Inspector's request
to examine Conrad (Lord) Black, F. David Radler and J.A. Boultbee
will be heard.

To February 21, 2005, the cost to Hollinger of the inspection
(including the costs associated with the Inspector and its legal
counsel and Hollinger's legal counsel) is in excess of
C$4.25 million.

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

                         *     *     *

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

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

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

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


HOLLINGER INC: Will Pay $5M Interest on Senior Notes on March 1
---------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) directed the trustee
and collateral agent under the indenture governing its
US$78 million principal amount of outstanding 11.875% Senior
Secured Notes due 2011 to apply US$5,021,250 of the cash
collateral in support of the Senior Notes being held by the
trustee and collateral agent towards the punctual payment of all
interest due and payable on March 1, 2005, on the outstanding
Senior Notes.  Interest on Hollinger's US$15 million principal
amount of outstanding 11.875% Second Priority Secured Notes due
2011 due on March 1, 2005 is to be paid from the company's cash
resources.

                      Financial Statements

Hollinger and Hollinger International, Inc., continue to pursue,
on a without prejudice basis, the conclusion of mutually
acceptable arrangements to permit the audit of Hollinger's 2003
annual financial statements to begin as soon as possible.

As previously reported, Hollinger's 2003 annual financial
statements could not be completed and audited until Hollinger
International's 2003 annual financial statements were completed.
On January 18, 2005, Hollinger International filed its 2003 Form
10-K with the United States Securities and Exchange Commission,
which included audited financial statements and related MD&A for
the fiscal year ended December 31, 2003, and restated audited
financial results for the fiscal years ended December 31, 1999,
2000, 2001 and 2002.  Hollinger International stated that the
restated financial results were to correct accounting errors in
prior periods and to reflect reclassifications arising from the
adoption of a new audit standard.  On January 21, 2005, Hollinger
International filed its audited financial statements (and related
MD&A) and its renewal Annual Information Form for the year ended
December 31, 2003, with the Canadian securities regulatory
authorities.  The foregoing were necessary but not sufficient
conditions to permit Hollinger to complete and file its 2003
annual financial statements as the completion and audit of such
financial statements will require a level of co-operation from
Hollinger International, which is still in negotiation, and
Hollinger International's auditors.

As reported in the Troubled Company Reporter on Feb. 8, 2005,
Hollinger International indicated that it expected to be able to
file, within approximately two months following the filing of its
2003 Form 10-K, its interim financial statements for the fiscal
quarters ended March 31, June 30 and September 30, 2004.  In
addition, Hollinger International stated that it would work
expeditiously to file its 2004 Form 10-K, which will include its
audited financial statements and related MD&A for the fiscal year
ended December 31, 2004.  While Hollinger International has said
it expects to file a request with the SEC for a 15 day extension
beyond the required filing date of March 16, 2005, to complete and
file the 2004 Form 10-K, because of the anticipated work involved
in the audit, Hollinger International noted that it may not be
able to complete and file the 2004 Form 10-K by March 31, 2005.

Hollinger's Audit Committee is considering what, if any, financial
information and alternative financial statements Hollinger will be
in a position to publicly disclose.

               Supplemental Financial Information

As of the close of business on February 18, 2005, Hollinger and
its subsidiaries (other than Hollinger International and its
subsidiaries) had approximately US$42.6 million of cash or cash
equivalents, including restricted cash, on hand and Hollinger
owned, directly or indirectly, 782,923 shares of Class A Common
Stock and 14,990,000 shares of Class B Common Stock of Hollinger
International.  Based on the February 18, 2005, closing price of
the shares of Class A Common Stock of Hollinger International on
the New York Stock Exchange of US$11.37, the market value of
Hollinger's direct and indirect holdings in Hollinger
International was US$179,338,134.  All of Hollinger's direct and
indirect interest in the shares of Class A Common Stock of
Hollinger International are being held in escrow in support of
future retractions of its Series II Preference Shares.  All of
Hollinger's direct and indirect interest in the shares of Class B
Common Stock of Hollinger International are pledged as security in
connection with Hollinger's outstanding Senior Notes and Second
Priority Notes.  In addition to the cash or cash equivalents on
hand, Hollinger has previously deposited:

   (a) C$2,000,000 in trust with the law firm of Aird & Berlis
       LLP, as trustee, in support of Hollinger's indemnification
       obligations to certain current and former independent
       directors; and

   (b) approximately US$10.5 million in cash with the trustee
       under the Senior Indenture as collateral in support of the
       Senior Notes (which cash collateral is also collateral in
       support of the Second Priority Notes, subject to being
       applied, to satisfy future interest payment obligations on
       the outstanding Senior Notes as permitted by amendments to
       the Senior Indenture).

Consequently, there is currently in excess of US$180.9 million
aggregate collateral securing the US$78 million principal amount
of the Senior Notes and the US$15 million principal amount of the
Second Priority Notes outstanding.

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

                         *     *     *

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

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

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

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


HOLLINGER INC: Can't Decide Yet on Proposed Privatization Move
--------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) reported that neither
its Independent Privatization Committee nor its independent
financial advisor, GMP Securities Ltd., has completed the
evaluation of the privatization transaction and the valuation of
the Company's outstanding common and preference shares.

As a result, Hollinger's Board has not determined whether or not
to proceed with the proposed privatization of the Company.

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

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

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

As reported in the Troubled Company Reporter on Feb. 17, 2005,
Hollinger will provide notice to applicable Canadian securities
regulators of a proposed special meeting of shareholders to be
held on March 31, 2005, to consider the proposed share
consolidation going private transaction involving Hollinger.

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

                         *     *     *

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

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

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

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


HOLT ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Holt Electrical Contractors, Inc.
        P.O. Box 1159
        Rockville, Maryland 20850

Bankruptcy Case No.: 05-13649

Type of Business: The Debtor provides electrical services.
                  See http://www.holtelectricalcontr.com/

Chapter 11 Petition Date: February 18, 2005

Court: District of Maryland (Greenbelt)

Judge: Nancy V. Alquist

Debtor's Counsel: Harry Martin Rifkin, Esq.
                  Baxter, Baker, Sidle, Conn, Jones, P.A
                  120 East Baltimore Street, Suite 2100
                  Baltimore, MD 21202
                  Tel: 410-385-8161

Total Assets: $771,064

Total Debts:  $2,015,846

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Herman/Stewart Construction   Trade debt                $750,000
Development
4550 Forbes Road
Lanham, MD 20706

IRS                           Withholding Taxes         $441,445
Attn: Robert Hunter
11510 Georgia Avenue
Suite 200
Silver Spring, MD 20902

Capital Lighting & Supply     Trade debt                $337,724
3950 Wheeler Avenue
Alexandria, VA 22304

Shepherd Electric Supply      Trade debt                $211,250

Alarmax                       Trade debt                 $48,610

James G. Holt                 Loan                       $31,500

Ford Motor Credit             2003 Ford F 360            $30,364
                              Secured value:
                              $14,325

Martens-Johnson Insurance     Trade debt                 $26,142
Agency, Inc.

Maryland Comptroller of the   Withholding Taxes          $23,964
Treasury

Ford Motor Credit             2003 Ford Van              $21,381
                              Secured value:
                              $9,855

Ford Motor Credit             2001 Ford E 250 Van        $12,657
                              Secured value:
                              $6,640

Joan Tylor                    Loan                       $11,500

Commonwealth of Virginia      Withholding Taxes           $9,141
Department of Taxation

Sunbelt Rentals, Inc.         Trade debt                  $7,290

M. Arthur Consulting Group,   Trade debt                  $5,596
Inc.

Verizon                       Phone Service               $5,631

Ellenco-SIEMENS Building      Trade debt                  $4,576
Technologies

CTSI                          Trade debt                  $2,732

Airpark Limited Partnership   Rent                        $2,501

Lourenco Consultants          Trade debt                  $2,200


HORIZON MORTGAGE: Moody's Puts Ba2 Rating on $450K B-4 Sub. Certs.
------------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued in First Horizon Mortgage Pass-Through
Trust 2004-FL1 deal.  Moody's has also assigned ratings ranging
from Aa2 to B2 to the subordinate certificates.  The transaction
is backed by 100% of adjustable rate mortgage loans originated by
First Horizon Home Loan Corporation pursuant to full/alternative
documentation loan programs.

The ratings are based primarily on the credit quality of the
underlying collateral and the credit enhancement provided by
subordination.  The credit quality of loans backing First Horizon
2004-FL1 is in line with other recent securitization of this type
of collateral.

First Horizon Home Loan Corporation is the master servicer in this
transaction.  First Horizon Home Loan Corporation is a capable
servicer of prime quality collateral.

The complete rating actions are:

Issuer:                    First Horizon Mortgage Pass-Through
                           Trust 2004-FL1

Securities:                Mortgage Pass-Through Certificates,
                           Series 2004-FL1

Originator/Master Servicer: First Horizon Home Loan
                            Corporation

     * I-A-1 Senior, P&I $55,976,00 Aaa
     * I-A-IO Senior, IO Notional Balance Aaa
     * II-A-1 Senior, P&I $73,033,000 Aaa
     * II-A-IO Senior, IO Notional Balance Aaa
     * II-A-R Senior, Residual $100 Aaa
     * III-A-1 Senior, P&I $12,870,000 Aaa
     * III-A-IO Senior, IO Notional Balance Aaa
     * III-B-IO Senior, IO Notional Balance Aaa
     * B-1 Subordinate, P&I $3,005,000 Aa2
     * B-2 Subordinate, P&I $1,953,000 A2
     * B-3 Subordinate, P&I $1,427,000 Baa2
     * B-4 Subordinate, P&I $450,000 Ba2
     * B-5 Subordinate, P&I $526,000 B2


IMPERIAL METALS: Inks $10M Convertible Debenture Placement Deal
---------------------------------------------------------------
Imperial Metals Corporation (TSX:III) has entered into a
$10 million Convertible Debenture private placement agreement with
Haywood Securities, Inc., as lead agent.  The offering is for
$10 million Face Value of 6% Unsecured Convertible Debentures.
Each $8.65 of Face Value is convertible into one common share of
Imperial at any time until 5 years plus one day after the date of
closing.

Concurrent with this financing certain Insiders, Directors,
Officers and Employees of the Company will purchase, on a non
brokered private placement basis, an additional $10 million Face
Value of 6% Unsecured Convertible Debentures, on the same terms as
the brokered private placement with the exception that the price
of the Convertible Debentures will be discounted 4% in place of
commission being paid, resulting in the same net proceeds to the
Company.

The net proceeds of the offering estimated at $19.1 million will
be used to complete the restart of operations at the Company's
wholly owned Mount Polley open pit copper-gold mine near Williams
Lake BC, as well as for further exploration and development of the
Mount Polley property and for general working capital purposes.

Closing of these transactions is scheduled for the week of
March 4, 2005.  The transactions are subject to the receipt of all
necessary regulatory and stock exchange approvals.

Formed in 2001, Imperial Metals Corporation explores, develops,
and produces base and precious metals, mainly copper, gold, and
molybdenum.  Its primary properties are located in British
Columbia (Mount Polley mine, Nak property, and Huckleberry mine)
and Nevada (Sterling property).

As of September 30, 2004, Imperial Metals' stockholders' deficit
widened to $9,094,360 compared to a $7,955,425 deficit at
December 31, 2003.


INGLES MARKETS: Earns $28.8 Million of Net Income in 4th Quarter
----------------------------------------------------------------
Ingles Markets, Incorporated (NASDAQ:IMKTE) reported net income of
$28.8 million for the fiscal year ended September 25, 2004 - the
highest net income in its 41-year history and a 69% increase over
its net income of $17.0 million for fiscal 2003.  Net income for
the fourth quarter of fiscal 2004 was $10.8 million, a 27%
increase over net income of $8.5 million for the 2003 fiscal year
fourth quarter.

As previously reported, fiscal 2004 was the 40th consecutive year
Ingles achieved an increase in net sales and the first year the
Company has exceeded $2 billion in annual sales.  Net sales
increased 7.3% for fiscal year 2004 over fiscal year 2003 and 8.3%
for the fourth fiscal quarter over the prior year fiscal quarter.
Comparable store sales increased 6.7% and 8.2% for fiscal year
2004 and the fourth quarter of fiscal 2004, respectively.  During
fiscal 2004, Ingles opened two new stores, replaced one store,
completed major remodel/expansions of two stores, completed minor
remodels of two stores and closed four older stores.  Capital
expenditures totaled $71 million for fiscal 2004.

While gross profit dollars increased $31.3 million, or 6.0%, for
fiscal 2004, gross profit as a percentage of sales, declined to
26.0% for 2004 from 26.3% for fiscal 2003, due primarily to
increased promotional activity.  During fiscal 2003, the adoption
of a new accounting pronouncement, EITF 02-16, Accounting by a
Customer for Certain Consideration Received from a Vendor,
resulted in a $2.7 million non-cash charge to gross profit.  For
the fourth quarter of fiscal 2004, gross profit dollars increased
$9.2 million, or 6.8%, while as a percentage of sales, gross
profit declined to 26.3% for the 2004 fourth fiscal quarter
compared to 26.6% for the fourth fiscal quarter of 2003.

Operating expenses increased $7.8 million, or 1.7%, for fiscal
2004 over fiscal 2003, but decreased as a percentage of sales to
22.3% for fiscal 2004 compared to 23.5% for fiscal 2003.  For the
2004 fourth fiscal quarter, operating expenses increased
$1.5 million, or 1.3%, and also decreased as a percentage of sales
to 22.3% for 2004 compared to 23.9% from fiscal 2003.  The
increased sales volume resulted in lower operating expenses as a
percentage of sales as certain fixed costs were spread over higher
volume.

Net rental income decreased $1.2 million for fiscal year 2004
compared to fiscal year 2003 but only decreased $0.1 million in
the fourth fiscal 2004 quarter compared to the 2003 fourth fiscal
quarter.  The sale of shopping centers in September 2003 and
January 2004 in which Ingles was not a tenant, the rejection of
certain leases by tenants in their bankruptcy proceedings and the
relocation of several drug stores from shopping centers to stand
alone sites all decreased gross rental income in the 2004 periods.
The rental of previously vacant space during the June 2004 and
September 2004 quarters partially offset the decreases.

Other income for fiscal year 2004 includes net gains on the
disposals of property and equipment totaling $11.8 million,
including the sale of two shopping centers that did not contain an
Ingles store, five outparcels adjacent to Ingles operating
properties and one undeveloped tract of land.  Fiscal year 2003
other income includes net gains of $13.5 million, including the
sale of a shopping center that did not contain an Ingles store and
a free standing retail location that no longer contained an Ingles
store.

Interest expense for fiscal 2004 increased $1.8 million over
fiscal 2003 due primarily to the issuance in May 2003 of an
additional $100 million of Ingles' existing 8.875% Senior
Unsecured Subordinated Notes, for a total of $349.8 million.  For
the fourth quarter of fiscal 2004, interest expense decreased
$0.7 million over the same quarter last year as the additional
$100 million of the Notes were outstanding during both periods and
other debt was reduced during fiscal 2004.  Total short and
long-term debt at September 25, 2004, decreased $38.6 million to
$602.4 million compared to $641.0 million at September 27, 2003.

The Company's 2004 annual report and amended quarterly reports for
the first three quarters of fiscal 2004 filed last week with the
Securities and Exchange Commission contain restated financial
statements for fiscal years 2003 and 2002, and for each of the
first three quarters of fiscal 2004.  As previously disclosed,
during preparation for its annual audit and annual report for
fiscal 2004 and as a result of a recently completed internal
investigation initiated after an informal SEC inquiry, the Company
determined that certain vendor allowances during prior years and
certain other revenue and expense items were recognized in the
incorrect accounting periods.  In addition, the Company identified
errors in the accounting for certain lease transactions.

The restatements resulted in an increase in earnings of
$0.7 million for fiscal year 2004 through the third quarter, a
slight increase in earnings of $24,000 in fiscal 2003 and a
reduction in earnings of $2.2 million in 2002.  Cumulatively
through the beginning of fiscal 2003, the decrease to retained
earnings of the Company resulting from the restatements totaled
approximately $7.0 million.  There was no cash flow impact from
the restatements.

As previously announced, the Company received a notice from the
staff of the NASDAQ Stock Market indicating that the Company was
subject to potential delisting proceedings due to the failure to
timely file its Form 10-K for the year ended September 25, 2004.
The Company attended a hearing with the NASDAQ's Listing
Qualifications Panel on January 27, 2005.  At the hearing, in
addition to an extension of time for filing the Annual Report on
Form 10-K, the Company requested an extension of time to file its
Form 10-Q quarterly report for the first quarter of fiscal 2005
ended December 25, 2004.  The panel has not yet ruled and the
Company's stock continues to trade on NASDAQ under the symbol
IMKTE.

Commenting on the results, Robert P. Ingle, chief executive
officer, said, "We are quite proud of our sales and earnings
increase for fiscal 2004, particularly in a time when many food
retailers are struggling for sales dollars.  We attribute our
sales and earnings growth to the efforts of our team to better
know our customers and provide them with the quality, service and
value they expect.  This has been the best financial year in the
history of our Company and the credit goes to all of our dedicated
associates.

"The SEC inquiry and the resulting internal investigation were
grueling for the Company but we believe in the long run, we will
be better for it.  While the SEC inquiry has not been closed, it
remains an informal inquiry and the Company has fully cooperated
with the SEC's requests.  We regret the delay in announcing our
fourth quarter and fiscal year 2004 results, especially since we
are so proud of them, but it was important that we fully address
all issues arising from the inquiry and the internal
investigation.  In addition, during the delay, the SEC issued a
letter clarifying the application of guidance related to
accounting for operating leases, therefore, we felt it important
to fully review our lease transactions and include any required
changes in the restatements, even if it meant further delay.

"The majority of the restatements resulted from the accounting for
vendor allowances.  During 2003 and at the beginning of fiscal
2004, we implemented additional controls and procedures designed
to ensure more accurate accounting for vendor allowances, however
these controls and procedures did not address previously recorded
transactions.  Vendor allowance recognition has been an evolving
complex issue over the last few years and we believe now we have
systems and controls in place that will prevent recognition issues
going forward.  In addition, we are reviewing our staffing levels
and other controls and procedures in light of the results of the
internal investigation and the increasing regulatory requirements
of public companies, including the requirements of Section 404
under the Sarbanes-Oxley Act of 2002, which becomes effective for
us at end of fiscal 2005.

"There is also a delay in announcing first quarter 2005 results
for the quarter ended December 25, 2004, due to the efforts of our
team to complete the 2004 fiscal year and prior period
restatements.  We are working diligently to get the first quarter
2005 filing prepared and earnings released as soon as possible.
We are proud to announce an increase in first quarter 2005
comparable store sales of 4.7%, compared to the same quarter last
year.  We are particularly pleased with these comparable store
sales as we successfully introduced our Ingles Advantage Savings
and Rewards Card at the beginning of fiscal 2004 and were going up
against very strong sales in the prior year.  First quarter 2005
will be affected by the costs of the internal investigation and
increased audit fees related to the investigation and the
restatements," Mr. Ingle concluded.

                        About the Company

Ingles Markets, Incorporated -- http://www.ingles-markets.com/--
is a leading supermarket chain with operations in six southeastern
states.  Headquartered in Asheville, North Carolina, the Company
operates 197 supermarkets.  In conjunction with its supermarket
operations, the Company also operates 74 neighborhood shopping
centers, all but 16 of which contain an Ingles supermarket.  The
Company's Class A Common Stock is traded on The Nasdaq Stock
Market's National Market under the symbol IMKTE.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2005,
Moody's Investors Service placed all ratings of Ingles Markets,
Inc., under review for possible downgrade, including the 8.875%
senior subordinated note 2011 issue.  While Moody's recognizes the
strong sales growth, important factors prompting the rating review
include the persistently substantial free cash flow deficits, the
weak debt protection measures for the current rating levels, and
the intensely competitive grocery-retailing environment.

Ingles Markets has delayed filing its annual report for the fiscal
year ending September 2004 because of an informal SEC
investigation regarding proper accounting for vendor incentives.

Ratings placed under review for downgrade are:

   -- Ba3 rating on the $348 million 8.875% Senior Subordinated
      Note (2011) issue,

   -- Ba2 senior implied rating, and the

   -- Ba3 long-term unsecured issuer rating.

Moody's does not rate any of the Company's secured or unsecured
bank debt.


INTEGRATED HEALTH: Wants Objection Deadline Extended to May 6
-------------------------------------------------------------
IHS Liquidating, LLC, as successor to Integrated Health Services,
Inc., and certain of its direct and indirect subsidiaries, asks
the Court to further extend its deadline to file objections to
all administrative and other proofs of claim in the Debtors'
Chapter 11 cases to May 6, 2005, without prejudice to its right
to seek additional extensions.

Alfred Villoch, III, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, reports that, as of the Effective
Date of the Plan, the IHS Debtors had reviewed substantially all
of more than 14,000 claims filed in their Chapter 11 cases.
Nevertheless, there still remained a number of claims, which had
not yet been fully analyzed, as well as nearly 2,000 claims still
being disputed pursuant to pending claims objection.

Since September 9, 2003, IHS Liquidating and its professionals
have worked diligently to:

     (i) review the pending claims objection;

    (ii) perform required diligence to determine which of the
         pending objections should be prosecuted;

   (iii) prosecute or consensually resolve the pending claims
         objection; and

    (iv) ensure that all disputed claims are made the subject of
         a proper objection before the expiration of the Claims
         Objection Deadline.

IHS Liquidating, Mr. Villoch adds, has also diligently pursued at
least seven omnibus claims objection, resulting in the
settlement, ordered resolution or other resolution of
approximately nearly 1,000 disputed proofs of claim.  In
addition, IHS Liquidating has reviewed and analyzed all claims
that were designated by the IHS Debtors as "unresolved," but had
not been made subject to an objection as of September 9, 2003.
This resulted in IHS Liquidating's filing of the 38th omnibus
claims objection, which may eliminate an additional millions of
dollars' worth of invalid claims.

"At this time, [IHS Liquidating's] claims resolution efforts are
focused on (i) prosecuting the remaining omnibus claims
objections and (ii) reviewing all unresolved unliquidated claims
to facilitate the disallowance, liquidation and/or estimation of
these claims in the near future," Mr. Villoch says.

Although IHS Liquidating believes that it has identified
substantially all claims that could be made subject to a future
objection, IHS Liquidating seeks the extension to avoid a
circumstance where objectionable claims are inadvertently
allowed.  The extension will also allow a conclusive
determination as to the existence of any remaining, late or
otherwise objectionable claims.

Mr. Villoch explains that the extension will provide IHS
Liquidating with much-needed time to effectively evaluate all
claims, prepare and file additional objections to claims and,
where possible, attempt to consensually resolve disputed claims.

The Court will hold a hearing today at 2:00 p.m. to consider IHS
Liquidating's request.  By application of to Del.Bankr.LR 9006-2,
IHS Liquidating's Claims Objection Deadline is automatically
extended through the conclusion of that hearing.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue No.
88; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Court Authorizes Payment of Benefits
---------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 18, 2005, the
U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries Corporation and its
debtor-affiliates to continue the majority of their employee
benefits on a final basis.  The Court's Prior Orders did not
approve the Debtors' Bonus Plan, Severance Plans, Pension Plans,
and IBC SERP, Deferred Compensation Plan and Individual Retirement
Agreements on a final basis.  Under the Prior Orders, all parties
other than the Debtors' secured lenders, the U.S. Trustee, the
Creditors Committee and the Equityholders' Committee are precluded
from raising further issues relating to or objections to the
Interim Benefits.

The Debtors have withdrawn their requests for authority to
continue to honor the Bonus Plan, IBC SERP and Deferred
Compensation Plan.

Paul M. Hoffmann, Esq., at Stinson Morrison Hecker, LLP, in Kansas
City, Missouri, informs the Court that the Debtors have paid the
majority of the $920,000 Termination Benefits to the Terminated
Monroe Employees, the Other Terminated Employees and the
Terminated Delivery Employees.  However, the Debtors have not yet
paid any of the $2,200,000 Termination Benefits with respect to
the Terminated Florence Employees.  The Debtors expect that all of
the Termination Benefits for the Terminated Florence Employees
will become due and payable beginning in early February.

The Debtors, Mr. Hoffmann discloses, did not pay any Termination
Benefits to Additional Terminated Employee, which the Debtors
indicated could be up to $1,000,000.

Excluding the remaining Termination Benefits for the Terminated
Monroe Employees, the Other Terminated Employees and the
Terminated Delivery Employees and the Termination Benefits for the
Terminated Florence Employees, the Debtors estimate that the
amount of Termination Benefits likely to become payable in the
ordinary course of business between January and February will not
exceed $3,000,000, including the $1,000,000 of Termination
Benefits for the Additional Terminated Employees.  The Debtors
will confer with the Principal Parties before paying any amounts
in excess of $3,000,000.

                         Committee Responds

The Official Committee of Unsecured Creditors objects to the
Debtors' request to the extent it seeks Court authorization to
pay up to $20,000,000 of prepetition severance and employee
obligations.

The Committee, however, has no objection to the Debtors' payment
of up to $10,000,000 in Termination Benefits.  Paul D. Sinclair,
Esq., at Kutak Rock, LLP, in Kansas City, Missouri, suggests that
the Debtors should provide the Committee with 10 business days'
written notice, if they intend to pay in excess of $10,000,000.
In the event the Committee objects, the Debtors should be
precluded from making any further payments pending the Court's
ruling on the Debtors' request or withdrawal of the objection.

"Although the Committee is sensitive to the concerns of the
Debtors' employees and understands the need to maintain employee
morale, the magnitude of the proposed Termination Payments is too
great to justify at this stage of these Chapter 11 cases without
giving the Committee a further opportunity to analyze and balance
the costs against the benefits to be achieved," Mr. Sinclair
explains.

                           *     *     *

The Court authorizes the Debtors to pay benefits arising in the
ordinary course of business pursuant to the terms of the
Severance Plans, including, but not limited to, severance pay,
pension and retiree health benefits, medical compensation
benefits, vacation pay and an earned work credit to Employees
terminated by the Debtors during their Chapter 11 cases;
provided, however, that the aggregate amount of Termination
Benefits paid after February 17, 2005, will not exceed
$10 million.

The Debtors must notify the Prepetition Secured Lenders,
Creditors' Committee and Equityholders' Committee if they want to
pay more than $10 million.  If the Debtors don't receive an
objection within 10 days, the amount of the Additional
Termination Benefits will be deemed approved and the Debtors will
be authorized to pay that amount.  But if the Debtors receive an
objection and it cannot be resolved on a consensual basis among
the parties, the Debtors may file with the Court a motion seeking
authority to pay the Additional Termination Benefits.

The Debtors are also permitted, but not directed, to make future
contributions in the ordinary course of business to the Multi-
employer Plans in accordance with the terms of the Collective
Bargaining Agreements and to the IBC Defined Benefit Plan in
accordance with prepetition practices.

Furthermore, the Debtors are authorized, but not directed, to
continue performing under the Individual Retirement Agreements
and to pay, in whole or in part, in the ordinary course of
business the obligations outstanding under the Individual
Retirement Agreements as of the Petition Date.

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

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


IRWIN WHOLE: Moody's Puts Ba2 Rating on $10.556M Class M-7 Certs.
-----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
notes issued by Irwin Whole Loan Home Equity Loan Trust 2005-A,
and ratings ranging from Aa2 to Ba2 to the subordinate notes in
the deal.

The securitization is backed by fixed-rate home equity loans (HEL)
and HELs with high LTV ratios originated by Irwin Union Bank and
Trust Company -- IUB.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination, overcollateralization, and excess spread.  The
credit quality of the loan pool is in line with the loan pools
backing recent securitizations by Irwin Whole Loan Home Equity
Loan Trust.

Irwin Home Equity Corporation (IHE) will subservice the loans, and
IUB will act as master servicer.  Moody's has assigned IHE its
servicer quality rating (SQ2) as a primary servicer of 2nd lien
and home equity loans and high LTV loans.

The complete rating actions are:

     * Class A-1, $148,833,000, rated Aaa
     * Class A-2, $68,581,000, rated Aaa
     * Class A-3, $56,852,000, rated Aaa
     * Class A-IO, Interest Only, rated Aaa
     * Class M-1, $24,689,000, rated Aa2
     * Class M-2, $20,574,000, rated A2
     * Class M-3, $6,799,000, rated A3
     * Class M-4, $6,262,000, rated Baa1
     * Class M-5, $5,725,000, rated Baa2
     * Class M-6, $5,367,000, rated Baa3
     * Class M-7, $10,556,000, rated Ba2


JAZZ PHOTO: Has to Cease Operations by Mar. 1 & Liquidate Business
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey required
Jazz Photo Corp. to cease operations by March 1, 2005 and
liquidate its business.

Jack Benun, Jazz Photo's President, called this development
"startling" but conceded that it was a necessary consequence of
the Bankruptcy Court ordered settlement approved last Wednesday of
Jazz's claims against Imation Corp.

Jazz sued Imation in 1999 for sale of allegedly defective photo
film to Jazz Photo and involved a business that Imation
subsequently sold.  Trial commenced on Jan. 10, 2005, and matters
that gave rise to the settlement opportunity arose just in the
last two weeks.

Mr. Benun said that two weeks into the trial of Jazz's case
against Imation, the Federal District Court Judge began to
pressure the parties to settle.  Mr. Benun said, "My Board refused
to approve Imation's $25 Million settlement offer on the advice of
counsel that Jazz's claims were worth at least twice that.  I
personally believe the claims would have realized more than
$100 Million.  My Board ultimately agreed to be bound by the
opinion of an independent expert who approved the offer as fair
last Wednesday."

Mr. Benun emphasized that all creditors who have dealt with Jazz
since it went into bankruptcy in May 2003 and vendors who continue
to deal with Jazz until it ceases operations on March 1, 2005,
should be paid in full.

Mr. Benun noted that Fuji Photo Film Company, Limited, Jazz's
largest creditor, had given up part of its claim to unsecured
creditors to assure Creditors Committee approval of the Imation
offer.  Mr. Benun said, "Fuji was well aware that settlement at
this low level would force us to close our doors and in effect
paid the smaller creditors to approve it."  Fuji has been engaged
in patent infringement litigation with Jazz for seven years.

For almost ten years Jazz has been a leading distributor of single
use cameras and other camera products to mass merchandisers in the
USA and until recently, in Canada, Europe and Asia.

                       About Imation Corp

Imation Corp. develops, manufactures and supplies magnetic and
optical removable data storage media.  Additional information
about Imation is available on the company's website at
http://www.imation.com/or by calling 1-888-466-3456.

                        About Jazz Photo

Jazz Photo Corp., is engaged in the design, development,
importation and wholesale distribution of cameras and other
photographic products in North America, Europe and Asia.  The
Company filed for chapter 11 protection on May 20, 2003 (Bankr.
N.J. Case No. 03-26565).  Michael D. Sirota, Esq., and Warren A.
Usatine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it estimated
$50 million in debts and assets.


KMART HOLDINGS: Shareholders to Vote on Sears Merger on March 24
----------------------------------------------------------------
Sears Holdings Corporation, currently a wholly owned subsidiary of
Kmart Holding Corporation created to facilitate the merger between
Kmart Holding Corporation (Nasdaq: KMRT) and Sears, Roebuck and
Co. (NYSE: S) and which will become the new holding company of
Sears, Roebuck and Kmart following the merger, said that the
registration statement filed with the Securities and Exchange
Commission in connection with the proposed merger has been
declared effective.  The joint proxy statement is being mailed to
both companies' shareholders beginning Tuesday, Feb. 22, 2005.
A form of election will be mailed shortly under separate cover to
Sears, Roebuck shareholders of record at the close of business on
Jan. 26, 2005, to be used to elect cash or Sears Holdings stock in
respect of each of their Sears, Roebuck shares, as provided in the
merger agreement.

Sears, Roebuck and Kmart will hold special meetings of their
shareholders on March 24, 2005, to vote on the companies' proposed
merger.  Kmart and Sears, Roebuck shareholders of record at the
close of business on Jan. 26, 2005, will be entitled to vote on
the proposal.  The special meeting of Kmart shareholders will be
held at Sears, Roebuck's headquarters, which will serve as the
headquarters of the combined company following the merger, in
Hoffman Estates, Illinois, in the Merchandise Review Center,
General Session Room at 8:30 a.m. CST / 9:30 a.m. EST.  The
special meeting of Sears, Roebuck's shareholders will be held at
its headquarters in Hoffman Estates, Ill., in the Merchandise
Review Center, General Session Room at 11:00 a.m. CST / 12:00 p.m.
EST.

Under the merger agreement, Sears Holdings Corporation will have a
ten- member Board of Directors, which will include a total of
seven members from the current Kmart Board and three members from
the current Sears, Roebuck Board.  Sears Holdings will be the
holding company for the Sears, Roebuck and Kmart businesses, which
will continue to operate separately under their respective brand
names.

The merger is subject to approval by both Kmart's and Sears,
Roebuck's shareholders and customary closing conditions.  The
members of the Board of Directors upon the completion of the
merger will be as follows:

   -- Edward S. Lampert - Chairman Kmart Holding Corporation

   -- Alan J. Lacy - Chairman of the Board, President and Chief
      Executive Officer of Sears, Roebuck and Co.

   -- Aylwin B. Lewis - President and Chief Executive Officer of
      Kmart

   -- Ann N. Reese - Founder and Executive Director of Center for
      Adoption Policy Studies and former Chief Financial Officer
      of ITT Corp.

   -- Steven T. Mnuchin - Chairman and Co-Chief Executive Officer
      of Dune Capital Management LP

   -- William C. Crowley - Senior Vice President, Finance of Kmart

   -- Julian C. Day - Former President and Chief Executive Officer
      of Kmart

   -- Michael A. Miles - Former Chairman of the Board and Chief
      Executive Officer of Philip Morris Companies Inc.

   -- Donald J. Carty - Former Chairman of the Board and Chief
      Executive Officer of AMR Corporation and American Airlines,
      Inc.

   -- Thomas J. Tisch - Managing Partner of Four Partners, a
      private investment firm

The company's new stock symbol for Sears Holdings Corporation will
be "SHLD."  The companies previously announced that Sears Holdings
stock will trade on the Nasdaq National Market.

Also, Sears Holdings said that Mr. Crowley will assume the
additional responsibility of chief financial officer of Sears
Holdings Corporation upon the closing of the merger.  Glenn R.
Richter, executive vice president and chief financial officer of
Sears, Roebuck, will leave the company upon completion of the
merger to pursue other professional opportunities.

Edward S. Lampert, chairman of Kmart, and Alan J. Lacy, current
chairman and chief executive officer of Sears, Roebuck, thanked
their respective boards for their support in establishing the
board structure of the merged company.

                   About Sears Holdings Corporation

Created to facilitate the merger of Kmart and Sears, Roebuck
announced on November 17, 2004, and subject to the receipt of
shareholder approvals and the satisfaction or waiver of other
conditions, upon the closing of the merger, Sears Holdings
Corporation is expected to be the nation's third largest broadline
retailer, with approximately $55 billion in annual revenues, and
with approximately 3,800 full-line and specialty retail stores in
the United States and Canada.  Sears Holdings is expected to be
the leading home appliance retailer as well as a leader in tools,
lawn and garden, home electronics and automotive repair and
maintenance.  Key proprietary brands are expected to include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It is
also expected to have Martha Stewart Everyday products, which are
now offered exclusively in the U.S. by Kmart and in Canada by
Sears Canada.

                     About Sears, Roebuck and Co.

Sears, Roebuck and Co. is a leading broadline retailer providing
merchandise and related services. With revenues in 2004 of $36.1
billion, Sears, Roebuck offers its wide range of home merchandise,
apparel and automotive products and services through more than
2,300 Sears-branded and affiliated stores in the U.S. and Canada,
which include approximately 870 full-line and 1,100 specialty
stores in the U.S. Sears, Roebuck also offers a variety of
merchandise and services through sears.com, landsend.com, and
specialty catalogs. Sears, Roebuck is the only retailer where
consumers can find each of the Kenmore, Craftsman, DieHard and
Lands' End brands together -- among the most trusted and preferred
brands in the U.S. The company is the largest provider of home
services, with more than 14 million service calls made annually.
For more information, visit the Sears, Roebuck website at
http://www.sears.com/

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/--is a mass
merchandising company that offers customers quality products
through a portfolio of exclusive brands that include Thalia Sodi,
Jaclyn Smith, Joe Boxer, Martha Stewart Everyday, Route 66 and
Sesame Street.  The Company filed for chapter 11 protection on
January 22, 2002 (Bankr. N.D. Ill. Case No. 02-02474).  Kmart
emerged from chapter 11 protection on May 6, 2003.  John Wm.
"Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, represented the retailer in its restructuring efforts.  The
Company's balance sheet showed $16,287,000,000 in assets and
$10,348,000,000 in debts when it sought chapter 11 protection.


LAIDLAW INT'L: Buys Pension Plan's Shares for $84.5 Million
-----------------------------------------------------------
Laidlaw International, Inc., (NYSE:LI) has purchased the 3,777,419
shares of company stock previously held by US Trust for the
benefit of the Greyhound U.S. Pension Plans.  The shares were
acquired at a cost of $84.5 million using the closing price per
share as of February 17, 2005.  Upon acquisition, the shares were
subsequently cancelled and are no longer issued and outstanding.

Under the terms specified by an agreement with the Pension Benefit
Guaranty Corporation, Greyhound U.S. Pension Plans' assets were
increased by the full purchase price of the shares and Laidlaw
International's pension obligation was reduced by a commensurate
amount.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc., -- http://www.laidlaw.com/-- is
North America's #1 bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada.  Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors.  Laidlaw International emerged from bankruptcy on
June 23, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Moody's Investors Service has placed the long-term debt ratings of
Laidlaw International, Inc., under review for possible upgrade.
The review is prompted by the recent announcement by the company
that it had entered into a definitive agreement to sell both of
its healthcare businesses to Onex Partners LP, an affiliate of
Onex Corporation, for $820 million.  Net proceeds after fees and
assumption of a small amount of debt by the buyer is estimated at
$775 million, with a majority of the proceeds intended to be used
to repay substantial levels of Laidlaw's existing debt.  Moody's
has also assigned a Speculative Grade Liquidity Rating of SGL-2 to
Laidlaw International, Inc.  As part of the rating action, Moody's
has reassigned to Laidlaw International, Inc., certain ratings,
including the senior implied and senior unsecured issuer ratings,
originally assigned at Laidlaw, Inc., in order to reflect more
appropriately the company's current organizational structure.

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Laidlaw International, Inc.,
on CreditWatch with positive implications.  The rating action
follows Laidlaw's announcement that it has entered into definitive
agreements to sell both of its health care companies, American
Medical Response and Emcare, to Onex Partners L.P. for
$820 million.  Laidlaw expects to receive net cash proceeds of
$775 million upon closing of the transaction, which is expected by
the end of March 2005.  Naperville, Illinois-based Laidlaw
currently has about $1.5 billion of lease-adjusted debt.


LEMONTONIC INC: Awards 300,000 Class A Shares to CFO & COO
----------------------------------------------------------
Lemontonic, Inc.'s (TSX-VEN: LEM) Chief Financial Officer and
Chief Operating Officer has achieved certain performance criteria
as described in his employment agreement and the Corporation is
will award 300,000 Class A Shares in the capital of the
Corporation pursuant to his employment agreement.

The CFO and COO is entitled to a further 100,000 Class A Shares to
be awarded upon meeting additional performance criteria as
outlined in his employment agreement.  The Shares will be subject
to a hold period of four months and one day.

The Corporation will grant an aggregate of 289,167 Class A Shares
to certain executive officers in lieu of cash payment for their
salaries.  The issued Shares will comprise 25% of the executive
officers' salaries from November 1, 2004 to January 31, 2005.  All
of the Shares will be issued at a deemed price of $0.15 per Share,
subject to TSX Venture Exchange approval and will be subject to a
hold period of four months and one day.

On January 10, 2005 the Company issued 400,000 Class A shares as
consideration for professional services previously provided for in
2003.

The Corporation has agreed to re-price stock options issued to two
executive officers, lowering the exercise price to $0.30, which is
in line with the option prices previously issued to other
executives and employees.  1,200,000 Options were granted on
March 22, 2004 to two executives at an exercise price of $0.50.
The options will continue to be valid for five years from the date
of original grant.

Lemontonic, Inc. -- http://www.lemontonic.com/-- is a social
networking software company that has developed proprietary instant
messaging technology.  The Corporation has invested in excess of
six million dollars over the past two years launching this
technology and marketing it into the online dating category and is
poised to distribute its solution internationally and in
additional verticals in 2005.

At Sept. 30, 2004, the Company's stockholders' deficit widen to
CDN$660,338 compared to a $397,999 deficit at Dec. 2003.


MAXIDE ACQUISITION: Wants Robert Berger as Claims & Noticing Agent
------------------------------------------------------------------
Maxide Acquisition, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Robert L. Berger & Associates, LLC, as their claims,
noticing and balloting agent in their chapter 11 cases.

Robert L. Berger will:

     a) prepare and serve required notices in these cases;

     b) after the mailing of a particular notice, file with the
        Clerk's office a certificate or affidavit of service that
        includes a copy of the notice involved, a list of persons
        to send the notice to and the date and manner of mailing;

     c) maintain copies of all proofs of claim and proofs of
        interest filed;

     d) maintain official claims registers;

     e) assist the Debtors in the preparation of their Schedules
        and Statements, including the creation and administration
        of a claims database based upon a review of the claims
        against the Debtors' estates and their books and records;

     f) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     g) transmit to the Clerk's office a copy of the claims
        registers on a monthly basis; or in the alternative make
        available the proof of claim via the Claims Manager claims
        system;

     h) maintain an up-to-date mailing list for all entries that
        have filed a proof of claim or proof of interest;

     i) provide access to the public for examination of copies of
        the claims without charge;

     j) record all transfers of claims and provide notice of
        transfer;

     k) comply with applicable federal, state, municipality, and
        local statutes, ordinances, rules, regulations, orders and
        other requirements;

     l) provide temporary employees to process claims, as
        necessary;

     m) provide balloting services in connection with the
        solicitation process for any chapter 11 plan;

     n) provide such other claims processing, noticing and related
        administrative services as may be requested from time to
        time; and

     o) promptly comply with such further conditions and
        requirements as the Clerk's office or the Court may at any
        time prescribe.

Brian K. Osborne, a member at Robert L. Bergen, discloses that his
Firm received an $83,000 retainer.

Mr. Osborne assures the Court of the Firm's "disinterestedness" as
that term is defined in Section 101(14) of the Bankruptcy Code.

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


MCI INCORPORATED: Carlos Slim Disclose 13.7% Equity Stake
---------------------------------------------------------
Carlos Slim Helu and his family are deemed to beneficially own
43,447,684 shares of MCI, Inc., Common Stock, estimated to
constitute approximately 13.7% of the total issued and outstanding
shares.  As of September 30, 2004, there were 317,883,234 shares
of MCI common stock outstanding.

                                   No. of Shares
Reporting Person                 Beneficially Owned   Percentage
----------------                 ------------------   ----------
Carlos Slim Helu                      43,447,684          13.7%

Carlos Slim Domit                     43,447,684          13.7%

Marco Antonio Slim Domit              43,447,684          13.7%

Patrick Slim Domit                    43,447,684          13.7%

Maria Soumaya Slim Domit              43,447,684          13.7%

Vanessa Paola Slim Domit              43,447,684          13.7%

Johanna Monique Slim Domit            43,447,684          13.7%

Carso Global Telecom, S.A. de C.V.    28,536,570           9.0%

Telefonos de Mexico, S.A. de C.V.     25,620,055           8.1%

Controladora de Servicios de
Telecomunicaciones, S.A. de C.V.      25,620,055           8.1%

Global Telecom LLC                     2,916,515           0.9%

Grupo Financiero Inbursa,
S.A. de C.V.                           6,987,106           2.2%

Inmobiliaria Inbursa, S.A. de C.V.     1,085,726           0.3%

Promotora Inbursa, S.A. de C.V.        1,444,803           0.5%

Banco Inbursa, S.A. Institucion
de Banca Multiple Grupo
Financiero Inbursa                     2,600,000           0.8%

Inmobiliaria para el Desarrollo
de Proyectos, S.A. de C.V.             1,856,577           0.6%

Inmobiliaria Carso, S.A. de C.V.       6,643,468           2.1%

Orient Star Holdings LLC               6,643,468           2.1%

U.S. Commercial Corp., S.A. de C.V.    1,280,540           0.4%

Commercial LLC                         1,280,540           0.4%

Carlos Slim Helu and his family directly and indirectly
beneficially own a majority of the outstanding voting and equity
securities of each of:

    * Carso Global Telecom, S.A. de C.V. -- CGT

    * Telefonos de Mexico, S.A. de C.V. -- Telmex

    * Controladora de Servicios de Telecomunicaciones, S.A. de
      C.V. -- Consertel

    * Global Telecom LLC, Grupo Financiero Inbursa, S.A. de C.V.
      -- GFI

    * Inmobiliaria Inbursa, S.A. de C.V. -- Inmobiliaria Inbursa

    * Promotora Inbursa, S.A. de C.V. -- Promotora

    * Banco Inbursa, S.A. Institucion de Banca Multiple Grupo
      Financiero Inbursa -- Banco Inbursa

    * Inmobiliaria para el Desarrollo de Proyectos, S.A. de C.V.
      -- IDP

    * Inmobiliaria Carso, S.A. de C.V. -- Inmobiliaria Carso

    * Orient Star Holdings LLC -- Orient Star

    * U.S. Commercial Corp., S.A. de C.V. -- U.S. Commercial

    * Commercial LLC.

In a regulatory filing with the Securities and Exchange
Commission on February 14, 2005, Eduardo Valdes Acra, Esq.,
explains the relationships of the reporting companies:

    (a) CGT is a holding company with interests in
        telecommunications and media companies, and is the
        indirect beneficial owner through its majority-owned
        subsidiary, Telmex, and its wholly owned subsidiary,
        Global Telecom LLC.

    (b) Telmex is the leading provider of local and long distance
        telephone services in Mexico.  The Common Shares deemed
        beneficially owned by Telmex are beneficially owned
        indirectly through its wholly owned subsidiary, Consertel.

    (c) Consertel, Global Telecom LLC, Inmobiliaria Inbursa,
        Promotora, and Commercial LLC are holding companies with
        portfolio investments in various companies.

    (d) GFI is a financial services holding company.  The Common
        Shares deemed beneficially owned by GFI are beneficially
        owned indirectly through its wholly owned subsidiaries,
        Inmobiliaria Inbursa, Promotora, Banco Inbursa and IDP.

    (e) Banco Inbursa is a financial institution duly authorized
        by the Mexican Ministry of Finance to render services as a
        banking institution in Mexico or abroad as permitted by
        applicable law.

    (f) IDP is a company engaged in the real estate business and
        has portfolio investments in various companies.

    (g) Inmobiliaria Carso is a holding company with portfolio
        investments in various companies, and is the sole member
        of Orient Star.

    (h) Orient Star is a Delaware limited liability company with
        portfolio investments in various companies.

    (i) U.S. Commercial is a holding company with portfolio
        investments in various companies, and is the sole member
        of Commercial LLC.  The Common Shares deemed beneficially
        owned by U.S. Commercial are beneficially owned indirectly
        through its wholly owned subsidiary, Commercial LLC.

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

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
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.

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.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services 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.

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.


METROMEDIA INT'L: Georgian Unit Issues $27 Million Dividend
-----------------------------------------------------------
Metromedia International Group, Inc. (OTCBB: MTRM) and (PINK
SHEETS: MTRMP), the owner of interests in various communications
and media businesses in the countries of Russia and Georgia,
disclosed recent developments concerning its investments and
business operations in the country of Georgia:

   -- Magticom Ltd., the Company's Georgian mobile telephony
      business venture, issued a dividend of $27.0 million, net of
      10% Georgian dividend withholding taxes. By virtue of its
      then 34.5% indirect interest in Magticom, the Company
      received approximately $9.3 million of this dividend. The
      dividend principally reflects Magticom's performance in the
      second-half of 2004.

   -- Following the issuance of the dividend, the Company
      completed a restructuring of its interest in Magticom on
      terms reflecting those contained in the previously announced
      memorandum of understanding, dated April 23, 2004, between
      the Company and Dr. George Jokhtaberidze, the co-founder of
      Magticom. As part of the restructuring, the Company
      purchased an additional 8.3% interest in Magticom from Dr.
      Jokhtaberidze; increasing the Company's ownership interest
      in Magticom to 42.8%. The Company and Dr. Jokhtaberidze
      placed their respective Magticom ownership interests into a
      holding vehicle owned 50.1% by the Company and 49.9% by Dr.
      Jokhtaberidze. ITC LLC now owns, directly and indirectly,
      85.5% of Magticom; and the Company now has the largest
      effective ownership interest in Magticom and is able to
      exert operational control over Magticom. A wholly-owned
      subsidiary of the Company issued a promissory note in the
      amount of $23,085,896 to Dr. Jokhtaberidze in payment of the
      additional 8.3% Magticom interest the Company obtained. This
      payment amount reflects Magticom's actual performance for
      2004, and differs from the amount set forth in earlier
      Company filings which were based on 2003 Magticom results.
      As security for the promissory note, the Company has
      assigned to Dr. Jokhtaberidze its right to receive a portion
      of its future dividends from Magticom until the loan is paid
      in full.

   -- Following the aforementioned restructuring of Magticom
      interests, ITC LLC paid $15 million to the Georgian
      government to cancel all of the Georgian government's rights
      under the previously announced memorandum of understanding
      between the Georgian government and a wholly-owned
      subsidiary of the Company providing for such subsidiary to
      issue an assignable option to purchase a 20% ownership
      interest in Magticom to the Georgian government. The $15
      million payment was fully funded with cash contributions to
      ITC LLC made by the Company and Dr. Jokhtaberidze in
      proportion to their respective 50.1% and 49.9% ownership
      shares of ITC LLC.

   -- Finally, a wholly-owned subsidiary of the Company paid $5
      million to purchase an additional 51% ownership interest in
      Telecom Georgia, a Georgian long-distance transit operator,
      from the Georgian government, bringing the Company's total
      ownership interest in Telecom Georgia to 81%.

Through its wholly owned subsidiaries, Metromedia International
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.


MIRANT CORP: Wants to Enter into Addendum to ACE Worker's Policy
----------------------------------------------------------------
In February 2004, Mirant Corporation and its debtor-affiliates
sought and obtained the authority from the U.S. Bankruptcy Court
for the Northern District of Texas to enter into a worker's
compensation policy with ACE American Insurance Company.  The ACE
Policy insured the Debtors for their workers' compensation
liabilities from February 1, 2004, through February 1, 2005.

Specifically, the ACE Policy covered the Debtors' statutory
workers' compensation law benefits as determined by each of the
states in which the Debtors have employees.  The ACE Policy
provided a $1,000,000 limit per employee for each injury, by
accident or disease, which is not covered by a relevant state's
statutory workers' compensation law.

Other terms of the ACE Policy are:

   -- $250,000 per-accident deductible or per person disease,
      with no aggregate annual deductible;

   -- The Debtors' total Initial Pay-In to obtain coverage has
      $789,979, which included the estimated annual premium,
      certain paid loss deposit fund, and certain administrative
      expenses and charges;

   -- The ACE Policy requires the Debtors to pay a premium, which
      is based on the Debtors' estimated annual payroll; and

   -- The ACE Policy also requires the Debtors to deposit $30,000
      into a "Paid Loss Deposit Fund"

The Debtors ask the Court to authorize Mirant Services, LLC, to
enter an addendum to the ACE Policy.  The 2005 Addendum to Program
Agreement modifies the ACE Policy in two respects:

   (1) Extends the term from February 1, 2005, through
       February 1, 2006; and

   (2) Increase the letter of credit amount previously issued to
       ACE American from $1.2 million to $1.6 million.

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
tells the Court that under the 2005 Addendum, the Debtors will pay
to ACE $755,235, which consists of:

   -- $637,788 for Estimated Workers Compensation Premium, which
      includes a $50,805 initial, estimated Claims Administration
      Expense;

   -- $59,273 for Estimated Terrorism Response Insurance Act
      payment;

   -- $58,174 for Estimated Policyholder Surcharges; and

   -- $20,900 for Initial Paid Loss Deposit Fund.

Mr. Phelan states that approval of the 2005 Addendum and continued
maintenance of the ACE Policy is essential to the continued
operation of the Debtors' estates in accordance with applicable
law.  Additionally, not only is maintenance of workers'
compensation insurance coverage a prudent business practice, but
applicable non-bankruptcy law requires it.  Absent proper
insurance coverage, in some states, the applicable state agency
may intervene, pay the obligations, and assert a priority claim
against the Debtors for reimbursement penalties and assessments.

Some state agencies "may challenge the Debtors' ability to
continue operating in that state," Mr. Phelan tells Judge Lynn.
Consequently, state agencies can force the Debtors to shutdown
their business for failing to maintain workers' compensation
insurance.

A full-text copy of the Debtors' proposed 2005 Addendum is
available at no charge at:

      http://bankrupt.com/misc/Mirant_2005_Addendum_to_Program_Agreement.pdf

Judge Lynn will convene a hearing to consider the proposed 2005
Addendum at 12:00 p.m. on February 23, 2005.

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)


MOSAIC COMPANY: Board Declares 7.50% Preferred Stock Dividend
-------------------------------------------------------------
The Board of Directors of The Mosaic Company (NYSE: MOS) declared
a cash dividend of $0.9375 per share on the Company's 7.50%
mandatory convertible preferred stock (NYSE: MOSPRM) for the
period January 1 through March 31, 2005.  The dividend is payable
on April 1, 2005, to mandatory convertible preferred stockholders
of record at the close of business on March 15, 2005.

                        About the Company

The Mosaic Company -- http://www.mosaicco.com/-- is one of the
world's leading producers and marketers of concentrated phosphate
and potash crop nutrients.  For the global agriculture industry,
Mosaic is a single source for phosphates, potash, nitrogen
fertilizers and feed ingredients.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2005,
Moody's Investors Service assigned a Ba2 rating to the
$850 million of guaranteed senior secured credit facilities of The
Mosaic Company.  The senior credit facilities consist of a
$50 million five-year term loan A, a $400 million seven-year term
loan B, and a $400 million five-year revolving facility.  The
credit facilities are guaranteed by substantially all domestic
subsidiaries.

The credit facilities are being used to fund a restructuring of
Mosaic Company's existing bank facilities and thus support the
recent merger between Mosaic Global Holdings Inc., and Cargill
Crop Nutrition.  Mosaic was assigned a Ba3 senior implied rating.
This concludes the review for possible upgrade for the ratings of
Mosaic Global and Phosphate Resource Partners LP.


NATIONAL CENTURY: JPMorgan & Bank One Want Dist. Ct. in Control
---------------------------------------------------------------
JPMorgan Chase Bank, N.A., Bank One, N.A., Harold W. Pote, Eric R.
Wilkinson, and Thomas G. Mendell ask the United States District
Court for the Southern District of Ohio to withdraw the reference
of two claims objections filed by the Unencumbered Assets Trust --
successor-in-interest to National Century Financial
Enterprises, Inc. -- before the Bankruptcy Court:

    (1) Objection to Proofs of Claims Filed By Bank One, N.A., and
        JP Morgan Chase Bank filed November 30, 2004; and

    (2) Objection to Claims of Harold Pote, Thomas Mendell, and
        Eric Wilkinson filed November 30, 2004.

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

Section 157 of the Judicial Procedures Code makes withdrawal of
the reference to a bankruptcy court mandatory where "on timely
motion . . . the court determines that resolution of the
proceeding requires consideration of both title 11 and other laws
of the United States regulating organizations or activities
affecting interstate commerce."

Representing JPMorgan, William C. Wilkinson, Esq., at Thompson
Hine, LLP, in Columbus, Ohio, asserts that the Claims Objections
require adjudication of highly contested, non-bankruptcy issues
central to actions consolidated by the Judicial Panel for
Multi-district Litigation that are pending before Judge James L.
Graham in the United States District Court for the Southern
District of Ohio.

Furthermore, the allegations of misconduct that form the basis of
the Trust's Claims Objections are expressly grounded on the
allegations in the November 17, 2004, Complaint filed by the Trust
against the Former Indenture Trustees and other entities before
Judge Graham.  In both settings, the Trust alleges violations of
federal racketeering and securities statutes.  The Trust's
allegations entail material and substantial consideration of non-
bankruptcy federal law.

Hence, the Trust's Claims Objections, the MDL Cases and the
Trust's November 2004 Action are similarly "parallel actions" that
are "inextricably intertwined" and involve a "substantial overlap"
of proof.  For example, the UAT Claims Objections are
"inextricably intertwined" with the MDL Cases and the UAT Action
because the UAT describes the bankruptcy claims as "contingent" or
"unliquidated," and thus urges rejection of those claims on the
ground that the UAT Action and the MDL Cases have not yet been
adjudicated.  The UAT Claims Objections and the MDL Cases and the
UAT Action are also parallel proceedings involving a "substantial
overlap" of proof because the UAT seeks to bar the disputed claims
by expressly invoking the misconduct allegations made against
JPMorgan, et al., in the UAT Action and MDL Cases.

Mr. Wilkinson notes that the Trust has made it plain that its
Claims Objections raise issues that must be adjudicated in the UAT
Action and the MDL Cases.  In fact, in its Claims Objections, the
Trust itself has urged withdrawal of the reference, at least in
some unspecified part, so that "the discovery and adjudication on
those matters may be coordinated by Judge Graham."

Mr. Wilkinson tells Judge Calhoun that withdrawing the reference
will:

    -- allow the District Court to coordinate both discovery and
       the ultimate adjudication of the charges of misconduct
       common to the Trust's Claims Objections, the MDL Cases and
       the UAT Action;

    -- carry out the intention of the MDL Panel to consolidate
       proceedings on common issues and claims;

    -- avoid duplicative discovery and inconsistent rulings on a
       wide range of questions; and

    -- foster economical use of resources by the Courts and the
       litigants in these related matters.

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)


NEWAVE INCORPORATED: Outlines Strategic Initiatives for 2005
------------------------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWWV) disclosed its significant
achievements of the past year and outlined its strategic
initiatives for 2005.

NeWave Chief Executive Officer, Michael Hill, stated, "Over the
past year, OnlineSupplier achieved successful penetration into the
ecommerce marketplace.  Our growth was fueled completely from
internal operations and without the benefit of acquisitions."  He
added, "We believe we can now aggressively roll out other services
in 2005 and maintain or even increase our high rate of growth.
For instance, in just three months, a test launch of Auction
Liquidator has already produced over 800 successful auctions.
This year we will also intend to pursue an acquisition strategy
seeking opportunities which add value and fit within our model."

Key achievements and events during 2004 include:

     * Provided service to over 125,000 paid members;

     * Reported over $4.7 million in revenue for the nine month
       period ended September 30, 2004 during our first calendar
       year of operations;

     * Developed new subsidiaries, Auction Liquidator, an eBay and
       online auction drop off provider and Discount Online
       Warehouse, a provider of heavily discounted products with
       bulk purchases;

     * Engaged TV Game Show Host and Radio Personality Bob Eubanks
       to represent the Company as its national spokesman.

Strategic initiatives for 2005:

     * Declare a 3 for 1 forward split of NeWave common stock;

     * Continue to expand the OnlineSupplier brand;

     * Roll out the Company's first ever TV broadcast
       infomercial;

     * Full scale launch of Auction Liquidator and Discount Online
       Warehouse.

                        About the Company

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

                          *     *     *

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

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


NOVO NETWORKS: Forms Strategic Partnership with Berliner Comms.
---------------------------------------------------------------
Novo Networks, Inc. (OTC Bulletin Board: NVNW) disclosed the
acquisition of the assets and the assumption of certain
liabilities of Berliner Communications, Inc., a diversified and
vertically integrated telecommunications company that provides the
wireless industry with single and complete turn-key solutions.

In order to complete the transaction, Novo issued approximately
147.68 million shares of common stock and approximately
3.91 million shares of preferred stock, which will be convertible
into approximately 3.91 billion shares of common stock.  When
converted, the result will be that Berliner will own approximately
79% of Novo's issued and outstanding common stock.

As part of the deal with Berliner, all holders of Novo's
previously issued and outstanding preferred stock agreed to
convert such shares into common stock at a substantially reduced
conversion price.  The conversion of the preferred stock will
result in Novo issuing approximately 996.79 million additional
shares of common stock.

To accomplish the recapitalization and comply with the terms of
the transaction, Novo will seek to increase the authorized number
of shares of common stock to 6 billion, effect a 1-for-300 reverse
stock split and change the name of the company from Novo to
"Berliner Communications, Inc."  At the conclusion of the
conversion and recapitalization efforts, Novo will have 20 million
shares of authorized common stock with approximately 17.21 million
issued and outstanding.

As part of the transaction, Richard Berliner, the Chief Executive
Officer and Chairman of the Board of Directors of Berliner, will
assume the same roles at Novo.  Novo's senior executive officers,
Steven W. Caple and Patrick G. Mackey, will remain with the
company.

Three directors will be added to Novo's Board, increasing the size
from three to six members:

   -- Richard Berliner, 51, is the Chief Executive Officer and
      Chairman of the Board of Directors of Berliner. Prior to
      founding Berliner, he was Executive Vice Preside nt of
      Communications Development Systems and responsible for
      managing sales, marketing and customer activities for
      constructions services to wireless carriers.  Previously,
      Mr. Berliner held multiple senior executive positions with
      AAT, a communications-oriented property management firm, and
      Drive Phone, a major distributor of wireless telephones and
      services.

   -- Ralph R. Ianuzzi, Jr., 47, is a private investor who manages
      several family-owned partnerships and investments.  From
      1988 to 1997, he was Executive Director of Blenheim Group, a
      publicly held trade show and media company in London,
      England, as well as serving as Executive Chairman of the
      Board of Directors of its wholly owned subsidiary, Blenheim
      Group, USA.

   -- Mehran Nazari, 44, is the President and Chief Operating
      Officer of AdGen Telecom Group, a wireless and
      telecommunications consulting and strategic planning
      company.  Prior to joining AdGen, he was Director of
      Engineering of Kurtis & Associates, another wireless and
      telecommunications consulting and strategic planning
      company.

   -- Barrett N. Wissman and Peter J. Mixter, both private
      investors, and John Stevens Robling, Jr., Managing Director
      of the The Liati Group, will remain on the Board of
      Directors.

"By partnering with Berliner, we are joining an established
business operation and gaining entry into a very exciting
industry," says Novo's President, Steven W. Caple.  "We believe
that Berliner is uniquely positioned to benefit from the new
developments in wireless technology and the current consolidation
in the telecommunications sector."

Richard Berliner agrees, saying, "We are thrilled to have Novo as
our partner.  We believe that this transaction will provide us
with the necessary flexibility to try to capitalize on the growing
number of opportunities that are arising as a result of the
current wireless business climate."

"And we also want to assure our customers and vendors that they
will continue to receive the same great levels of service and
attention that they have received in the past," says Richard
Berliner.  "The company will continue to do business as it has
since its inception."

Prior to obtaining stockholder consent for the name change, Novo
will file certificates in several states to do business as
"Berliner Communications, Inc."  Novo expects to obtain such
approval, along with those for the increase in the authorized
number of shares and the reverse stock split, within 90 to 120
days.

Berliner Communications, Inc. -- http://www.bcisites.com/-- is
headquartered in Elmwood Park, New Jersey, and maintains offices
that serve Dallas, Texas, Kansas City, Missouri, Philadelphia,
Pennsylvania, Pittsburg, Pennsylvania, and Washington, D.C.
Berliner offers: (i) real estate site acquisition and zoning, (ii)
infrastructure equipment construction and installation, (iii)
radio frequency and network design and engineering, (iv) radio
transmission base station modification and (v) project management.
Founded in 1995, Berliner has rapidly evolved into a "one-stop
shop" for wireless telecommunications service providers.

                          *     *     *

                       Going Concern Doubt

Novo Networks' independent registered public accounting firm has
included an explanatory paragraph in their report on the Company's
financial statements for the year ended June 30, 2004, which
states that although the financial statements have been prepared
assuming that the Company will continue as a going concern,
substantial doubt exists as to its ability to do so.

At Dec. 31, 2004, Novo had consolidated current assets of
$2.2 million, including, without limitation, cash and cash
equivalents of approximately $2.0 million and net working capital
of $2.0 million.  Historically, the Company funded its
subsidiaries' operations primarily through the proceeds of private
placements of its common and preferred stock and borrowings under
loan and capital lease agreements.

"We do not currently believe that either of these funding sources
will be available in the near term," the Company said in its
regulatory filing with the Securities and Exchange Commission.

"Principal uses of cash have been to fund:

      (i) operating losses,

     (ii) acquisitions and strategic business opportunities,

    (iii) working capital requirements, and

     (iv) expenses related to the bankruptcy plan administration
          process.

"Due to our financial performance, the lack of stability in the
capital markets and the economic downturn, our only current source
of funding is expected to be cash on hand."


NQL DRILLING: Look for Fourth Quarter Financials on Monday
----------------------------------------------------------
Kevin Nugent, President and CEO of NQL Drilling Tools, Inc., will
host a conference call on Monday, February 28, 2005 at 4:00 p.m.
(Eastern Time), 2:00 p.m. (Mountain Time) to discuss fourth
quarter and year end financial results that are expected to be
released prior to the market opening that day.  To participate in
the conference call, please dial 416-640-4127 in Toronto and
internationally.  If you are connecting from other parts of Canada
or the U.S., dial 1-800-814-4860.  Please call 10 minutes prior to
the start of the call.  In addition, a live webcast (listen-only
mode) of the conference call will be available at:

  http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=1027840

A replay of the conference call will be available at 416-640-1917
or 1-877-289-8525, passcode 21113989 followed by the number sign
from 6:00 p.m. (Eastern Time) February 28th to 11:59 p.m. (Eastern
Time) March 30 or through the Webcast archives at
http://www.newswire.ca/

NQL Drilling Tools, Inc., is an industry leader in providing
downhole tools, technology and services used primarily in drilling
applications in the oil and gas, environmental and utility
industries on a worldwide basis.  NQL trades on the Toronto Stock
Exchange under the symbol NQL.A.

NQL Drilling Tools, Inc.'s September 30, 2004, consolidated
financial statements cast doubt on the company's ability to
continue as a going concern.


OMT INC: Janice Miles Resigns as Chief Financial Officer
--------------------------------------------------------
OMT, Inc., (TSX VENTURE:OMT) reported that Janice Miles has
resigned as the Chief Financial Officer of OMT, effective
March 22, 2005.

"We appreciate the contributions of Janice over the last two years
and wish her well in her future endeavors," stated Scott Farr,
President and CEO of OMT.  "This change presents an opportunity
for us to further enable our growth plans that build on our past
acquisition of the assets of musicmusicmusic inc. in late 2003,
our new products, and the recent successful financing.  We expect
to announce the appointment of a new Chief Financial Officer in
the coming weeks," Mr. Farr added.

OMT, Inc., (TSXV:OMT) is a technology and multi-media content
solution provider to the entertainment and broadcast industry.
Intertain Media, the digital entertainment division, and
iMediaTouch, the radio broadcast solution group, distribute
multi-media content that is heard by millions of people worldwide
every day through television, radio, satellite, cable and Internet
broadcasts.  To learn more about the Company, visit its websites
at http://www.omt.net/,http://www.intertainmedia.com/,and
http://www.imediatouch.com/

At September 30, 2004, OMT Inc.'s balance sheet showed a
$3,152,559 stockholders' deficit, compared to a $2,591,936 deficit
at December 31, 2003.


OMT INC: Looks to Raise $400K from Subordinate Debenture Offering
-----------------------------------------------------------------
OMT, Inc., (TSX VENTURE:OMT) disclosed a private placement
offering of up to $400,000 aggregate principal amount of 4 year
8% subordinate convertible debentures of OMT.  The Debentures will
have the same terms as the debentures issued pursuant to the
previous offering of OMT, which closed on December 20, 2004.  In
addition, OMT has reached an agreement with ENSIS Growth Fund,
Inc., or EGF with respect to an additional private placement of
subordinated debt to EGF.

OMT will undertake an offering of a maximum of $400,000 principal
amount of Debentures to accredited investors in such Canadian
jurisdictions as may be determined by OMT.  The Debentures will
bear interest at a rate of 8% per annum, payable monthly.  The
Debentures will be convertible into common shares of OMT at a
price equal to $0.10 per share for two years following the Initial
Closing Date, increasing to $0.11 in year three after the Initial
Closing Date and $0.12 in year four after the Initial Closing
Date.  The Offering will not be brokered, however certain
individuals and registered investment dealers will be paid a
finder's fee of up to 5% of the gross proceeds raised from the
sale of Debentures to subscribers that they have introduced to
OMT.  No broker warrants will be issued in connection with the
Offering.

EGF has agreed to make an additional investment in OMT equal to
the amount raised by OMT pursuant to the Offering by way of a
convertible loan having the same term as the Debentures with an
interest rate of 8% per annum, payable monthly.  The additional
EGF loan will be convertible into common shares of OMT on the same
terms as the Debentures.

OMT, Inc., (TSXV:OMT) is a technology and multi-media content
solution provider to the entertainment and broadcast industry.
Intertain Media, the digital entertainment division, and
iMediaTouch, the radio broadcast solution group, distribute
multi-media content that is heard by millions of people worldwide
every day through television, radio, satellite, cable and Internet
broadcasts.  To learn more about the Company, visit its websites
at http://www.omt.net/,http://www.intertainmedia.com/,and
http://www.imediatouch.com/

At September 30, 2004, OMT Inc.'s balance sheet showed a
$3,152,559 stockholders' deficit, compared to a $2,591,936 deficit
at December 31, 2003.


ORMET CORP: Ohio Congressman Wants to End Exclusive Periods
-----------------------------------------------------------
The United Steelworkers of America (USWA) will sponsor a news
conference with Congressman Ted Strickland (D-OH) before arguing
several matters before the United States Bankruptcy Court
concerning Ormet Corporation, including an USWA motion to force
Ormet to deal fairly with potential purchasers and end Ormet
Corporation's exclusive right to continue to propose a
reorganization of its business.

Rep. Strickland has filed a brief in support of the USWA's motion
to clear the way for interested buyers to begin the process of
purchasing the facilities.

The Union contends that Ormet's current Plan for Reorganization
under Chapter 11 Bankruptcy Protection does not provide a
financially viable roadmap for the company to emerge from
bankruptcy or to repay creditors.  Ormet has failed to emerge from
bankruptcy despite the court approving its plan of reorganization
in December 2004.  Bankruptcy Judge Barbara Sellers will also hear
on today, Feb. 23, two Ormet motions designed to permit the
company to gut retiree insurance programs.

Rep. Strickland will join officials from the USWA, including
District 1 Director David McCall, Local 5724 President Loren
Hartshorn and Local 5760 President Chuck Ballard, as well as about
50 union retirees from the Hannibal plants.  Approximately 1,300
USWA members have been on strike since November 22, 2004 at
Ormet's two Hannibal, Ohio facilities to protest Ormet's unfair
conduct.

                        News Conference

Who:   Congressman Ted Strickland, USWA District Director David
       McCall, USWA Local 5724 President Loren Hartshorn, USWA
       Local 5760 President Chuck Ballard and retirees from both
       Ormet facilities.

What:  News conference

When:  11 a.m., Wednesday, February 23, 2005

Where: Outside the United States Bankruptcy Court, 170 North High
       Street, Columbus, Ohio

The USWA comprises of 1.2 million working and retired members
throughout the United States and Canada from various sectors of
the North American economy, from metals and mining and
manufacturing, to health care and various services in both the
public and private sectors.

Headquartered in Wheeling, West Virginia, Ormet Corporation --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.  The
Company and its debtor-affiliates filed for chapter 11 protection
on January 30, 2004 (Bankr. S.D. Ohio Case No. 04-51255).  Adam C.
Harris, Esq., in New York, represents the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy
protection, it listed $50 million to $100 million in estimated
assets and more than $100 million in total debts.


PARMALAT: Farmland Wants to Reject GE Capital Master Lease Pact
---------------------------------------------------------------
On April 30, 2003, GE Capital Public Finance, Inc., and Farmland
Dairies, LLC, entered into an equipment lease wherein GE Capital
agreed to purchase from and lease back to Farmland certain
equipment owned by Farmland and located at Farmland's facilities
in Wallington, New Jersey; Brooklyn, New York; and Grand Rapids,
Michigan.  The purchase price for the equipment was $100,000,000.

Under the Lease, Farmland was required to make $2,500,000
quarterly "rental" payments to GE Capital, plus interest on the
outstanding balance.  Before defaulting, Farmland has made two
quarterly payments, on August 1, 2003, for $3,278,875 and on
November 4, 2003, for $3,216,970.

Farmland received notices of default on three various dates from
GE Capital in connection with the Lease.  As of its bankruptcy
petition date, Farmland's outstanding obligations under the Lease
were approximately $96,000,000.

On March 30, 2004, the U.S. Bankruptcy Court for the Southern
District of New York authorized Parmalat USA Corporation and its
debtor-affiliates to incur postpetition financing from GE Capital.
Pursuant to the DIP Credit Agreement, Farmland granted to GE
Capital as additional security under the Lease, second mortgages
on the real estate owned by Farmland at New Jersey, Michigan, and
New York.

On July 8, 2004, GE Capital filed a proof of claim for
$96,226,489, representing the amount allegedly due under the
Lease.

Subsequently, Farmland has determined that rejecting the Lease as
of the effective date of its Plan is in the best interest of its
estate.  To assume the Lease, Farmland would have to cure the
default, compensate GE Capital for any actual pecuniary loss, and
provide GE Capital with adequate assurance of future performance.
However, Farmland is financially incapable of curing the Lease and
making adequate assurance of future performance.  Farmland says
its finances are insufficient to cover either initial cure
payments or the future payments under the Lease.  Because
assumption of the Lease is clearly not a viable option for
Farmland, Farmland seeks the Court's authority to reject the
Lease with GE Capital.

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)


PLATTE VIEW: Brings-In Sender & Wasserman as Bankruptcy Attorneys
-----------------------------------------------------------------
Platte View Farm, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Colorado to hire Sender & Wasserman,
P.C. as its bankruptcy counsel.

Sender & Wasserman is expected to:

     a) prepare on behalf of the debtor-in-possession all
        necessary reports, orders and other legal papers required
        in this case;

     b) perform all legal services for the debtor-in-possession
        which may become necessary herein; and

     c) represent the Debtor in any litigation which the debtor-
        in-possession determines is in the best interest of the
        estate.

Bonnie Bell, Esq., at Sender & Wasserman, discloses that the
Debtor paid his firm a $25,000 retainer.  Mr. Bell further
discloses his Firm's professionals' hourly billing rates:

               Professional             Rate
               ------------             ----
               Harvey Sender            $295
               John B. Wasserman         295
               Bonnie Bell Bond          225
               Kenneth J. Buechler       175
               David V. Wadsworth        165
               Paralegals                 95

To the best of the Debtor's knowledge, Sender & Wasserman doesn't
hold any interest materially adverse to Platte View and its
estate.

Headquartered in Englewood, Colorado, Platte View Farm, LLC, filed
for chapter 11 protection on Feb. 11, 2005(Bankr. D. Colo. Case
No. 05-12365).  When the Company filed for protection from its
creditors, it estimated assets and debts from $10 million to
$50 million.


PLATTE VIEW: Section 341(a) Meeting Slated for March 10
-------------------------------------------------------
The United States Trustee for region 19 will convene a meeting of
Platte View Farm, LLC's creditors at 10:00 a.m., on Mar. 10, 2005,
at Suite 1551, Room 104, Office of the U.S. Trustee located in 999
18th Street in Denver, Colorado.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Englewood, Colorado, Platte View Farm, LLC, filed
for chapter 11 protection on Feb. 11, 2005(Bankr. D. Colo. Case
No. 05-12365).  Bonnie Bell Bond, Esq., and Harvey Sender, Esq.,
at Sender & Wasserman, P.C., represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it estimated assets and debts from $10 million to
$50 million.


POPULAR ABS: Moody's Puts Ba1 Rating on $6.250M Class B-3 Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned a credit rating of Aaa to
the senior certificates issued in the Popular ABS Mortgage
Pass-Through Trust 2005-1, a securitization of subprime fixed-rate
and adjustable-rate residential mortgage loans.  In addition,
Moody's assigned ratings ranging from Aa2 to Ba2 to the mezzanine
and subordinate certificates.

The securitization is backed by loans originated or purchased by
Equity One, Inc and includes a pre-funding account of
approximately $135 million.  The amounts in the pre-funding
account will be used to purchase subsequent mortgage loans for
inclusion in the pool backing the securitization no later than
April 22, 2005.  The final pool should carry very similar
characteristics as those as of the cut-off date.

As of the cut-off date, loans in Group I consist exclusively of
fixed rate (FRM) mortgage loans, which account for approximately
60% of the aggregate pool.  The remaining 40% are adjustable rate
(ARM) mortgage loans, which are included in Group II. Group II is
further divided into Group II-A and II-B.  Group II-A consists
exclusively of loans conforming to agency loan balance limits
while Group II-B consists of both conforming and non-conforming
loans.

This mortgage pool is slightly weaker with a lower weighted
average FICO score (640) and a higher weighted average combined
loan-to value (CLTV) ratio (85%) than the one backing the most
recent Popular ABS 2004-5 transaction.  The deal structure is
similar to that of the 2004-5 transaction.  The ratings of the
certificates are based primarily on the credit enhancement
available from subordination, overcollateralization, and excess
spread.

Equity One, Inc., is the primary servicer of the loans.  Moody's
has assigned a rating of SQ3 as a Primary Servicer of subprime
residential mortgage loans.  The company is headquartered in
Marlton, New Jersey and is a wholly owned subsidiary of Popular
North America, Inc.

The complete rating action are:

     * Class AF-1, $136,000,000, Aaa
     * Class AF-2, $31,000,000, Aaa
     * Class AF-3, $41,000,000, Aaa
     * Class AF-4, $35,000,000, Aaa
     * Class AF-5, $10,060,000, Aaa
     * Class AF-6, $15,000,000, Aaa
     * Class AV-1A, $152,800,000, Aaa
     * Class AV-1B, $38,200,000, Aaa
     * Class AV-2, $45,000,000, Aaa
     * Class M-1, $44,060,000, Aa2
     * Class M-2, $34,380,000, A2
     * Class M-3, $9,690,000, A3
     * Class M-4, $9,060,000, Baa1
     * Class B-1, $6,250,000, Baa2
     * Class B-2, $5,000,000, Baa3
     * Class B-3, $6,250,000, Ba1
     * Class B-4, $6,250,000, Ba2


PRIDE INT'L: French Unit Sells Jackup Rig for $40 Million in Cash
-----------------------------------------------------------------
Pride International, Inc. (NYSE: PDE) has been informed by its
French subsidiary Pride Foramer S.A.S. that Foramer has sold the
jackup rig Energy Explorer IV and received $40 million in cash.
Proceeds from the transaction will be used to further reduce debt.

                        About the Company

Pride International, Inc., (BB/Negative/) headquartered in
Houston, Texas, is one of the world's largest drilling
contractors.  The Company provides onshore and offshore drilling
and related services in more than 30 countries and operates a
diverse fleet of rigs.

                          *     *     *

Standard & Poor's Ratings Services assigned their 'BB-' rating to
Pride International's $300 million 3.25% convertible notes due
2033, and $300 million 2.5% convertible senior notes due 2007,
last year.

As reported in the Troubled Company Reporter on June 25, 2004,
Fitch Ratings has assigned a 'B+' senior unsecured debt rating to
Pride International Inc.'s newly issued senior unsecured notes and
a 'BB' rating for the proposed credit facility.  The Rating
Outlook is Stable.


QWEST COMMS: Dec. 31 Equity Deficit Widens to $2.6 Billion
----------------------------------------------------------
Qwest Communications International, Inc., (NYSE:Q) reported fourth
quarter and full year 2004 results that benefited from improved
year-over-year revenue and expense trends and solid growth in free
cash flow.  For the quarter, the fully diluted loss per share was
$0.08 compared with a loss of $0.23 a year ago, which includes
special items of $(0.02) and $0.06, respectively.  For the full
year, the fully diluted loss per share from continuing operations
was $1.00 compared with a loss of $0.76 in 2003.

"We are pleased with the progress we have made in 2004 and we like
the momentum we have entering 2005 to drive additional growth in
our key lines of business," said Richard C. Notebaert, Qwest
chairman and CEO.  "Over the past year, we have focused on
improving productivity, extending our financial flexibility and
strengthening our competitive position. For the year, we surpassed
our growth targets for both DSL and in-region long-distance,
deepened our bundle penetration, improved our access line trends,
significantly reduced our costs and improved our key customer
service metrics."

                        Financial Results

Qwest's revenue was $3.4 billion in the quarter, a 0.3 percent
decline sequentially and a 1.7 percent decrease from fourth
quarter 2003 - the lowest year-over-year decline in the past eight
quarters. Revenue sequentially benefited from improved trends in
consumer local access line losses and solid gains in key growth
areas, including long-distance and DSL, as well as further package
and bundle penetration. Fourth quarter revenue benefits were
offset by continued competitive pressures in the enterprise market
and lower wireless revenues associated with the churn from the
customer migration program.

For the full year, revenue was $13.8 billion compared to
$14.3 billion for 2003, or a decline of 3.4 percent.  Revenue
gains in consumer and wholesale long-distance, data and Internet
were offset by local losses and competitive pressures in the
enterprise market.

"Our ability to improve revenue trends and to further reduce costs
enabled Qwest to achieve its goal of improving margins during
2004," said Oren G. Shaffer, Qwest vice chairman and CFO.  "We
believe we have the opportunity to increase efficiency and further
reduce costs.  Along with targeted capital investments, these
efforts should generate ongoing improvements in margins and free
cash flow in 2005."

The company further reduced operating costs through continued
expense management and ongoing productivity initiatives.  During
2004, Qwest reduced its total workforce by approximately 5,500, or
12 percent, with the majority of the reduction in the second half
of the year.

Qwest's fourth quarter operating expenses totaled $3.3 billion,
compared to $3.6 billion in the fourth quarter of 2003, a decline
of 8 percent, with both periods including year-end accrual true-
ups.  Cost of sales declined $141 million in the fourth quarter
compared with the prior year's fourth quarter driven by continued
improvement in facilities cost optimization and employee cost
savings.  Selling, general and administrative (SG&A) expenses
decreased $178 million for the same period, as a result of
workforce rebalancing and cost containment efforts and include
$100 million in legal reserve charges in the fourth quarter of
2003.

             Facilities Cost Optimization Initiatives

Qwest continues to make significant progress in its efforts to
optimize facilities costs, which decreased by $465 million in
2004.  This substantial decline is primarily the effect of the
annualized benefit of approximately $410 million from the 2003
renegotiation and termination of certain underutilized purchase
commitments.  In addition, the company benefited from
approximately $260 million in network optimization, as a result of
initiatives begun earlier this year to significantly reduce fixed
facilities costs.

However, offsetting part of these benefits were two usage based
costs: wireless minutes-of-use on the Sprint network and a
62 percent increase in wholesale long-distance minutes-of-use,
driving higher variable facilities costs.

               Capital Spending, Cash Flow and Interest

Fourth quarter capital expenditures totaled $372 million, compared
to $418 million in the third quarter of 2004.  For the year,
capital expenditures totaled $1.7 billion compared with
$2.1 billion in 2003.  The company expects 2005 capital
expenditures to be comparable to 2004 levels.

Capital expenditures of $372 million in the fourth quarter
exceeded cash generated from operations of $239 million by
$133 million.  However, there were one-time uses of cash that
affected the quarter, including a tax payment of $186 million
related to the payment of a prior year federal tax and a
$125 million payment that was the first of two equal, annual
installments of the announced SEC settlement.  The company
reported cash from operations in excess of capital expenditures of
$178 million in the fourth quarter and of $428 million for the
year, after adjusting for the tax and SEC payments.

Interest expense totaled $366 million for the fourth quarter and
$1.5 billion for the year, representing a savings of approximately
$250 million for the year, excluding $22 million of issuance fees
associated with the early repayment and termination of the
company's credit facility in the first quarter of 2004.

                     Operational Highlights

Major drivers of Qwest's revenue included operational progress in
key growth areas, as well as improvement in access line losses.

DSL

Qwest added 81,000 DSL lines in the fourth quarter and ended the
year with over one million DSL lines in service.  The one million
milestone highlights that the company's four consecutive quarters
of significant subscriber growth outpaced the industry average in
2004.  Over the last 12 months, Qwest increased subscribers by
more than 60 percent, adding nearly 400,000 DSL lines and
exceeding its goal of one million DSL lines.  Qwest's consumer
data and Internet revenues were up nearly 50 percent in 2004.

Qwest deployed over 4,000 remote terminals during the year.  The
company is now able to deliver DSL to more than 6.6 million
households, exceeding its availability target of 65 percent.

In direct response to customer requests, Qwest introduced a series
of enhancements to its high-speed Internet offering in 2004:

   -- Qwest was the first major telecommunications company to
      launch stand-alone DSL service, allowing customers who do
      not have Qwest wireline voice services to purchase high-
      speed Internet access.

   -- Qwest launched DSL Data-Backer, which provides customers
      with an on-site trouble location plan for their DSL service
      and related equipment for a small monthly fee.

   -- Qwest introduced a wireless-ready modem to support Wi-Fi
      home networking bundled with security.

Bundles and Retail Operations

The company's bundle penetration, defined as consumer retail lines
with at least one additional service, including wireless, DSL or
long-distance, increased to 46 percent compared to 43 percent last
quarter and 24 percent a year ago.  The company is launching
additional bundling initiatives in the first half of 2005 to
deliver an expanded product offering to customers, including a
national wireless offering, high-speed Internet access,
long-distance service and integrated satellite TV services through
a marketing alliance with DIRECTV, Inc.

As part of the planned region-wide retail expansion, Qwest ended
the year with 70 retail solution centers in 12 states.  The
company plans to open more than 25 additional locations in the
first half of 2005.

In-Region Long-Distance

Total long-distance lines increased by 144,000 in the fourth
quarter.  Qwest ended the year with 4.6 million long-distance
lines, more than double the 2.2 million lines a year ago.  In the
fourth quarter, long-distance penetration of total retail lines
increased to 34 percent, compared to 15 percent a year ago.
Consumer long-distance revenues grew 20 percent sequentially,
largely attributable to the benefit of pricing initiatives
introduced during the previous quarter on customer mix and average
revenue per user -- ARPU.

Wireless

Wireless subscribers declined 24,000 in the fourth quarter to
754,000, an improvement from the decline of 36,000 last quarter.
Wireless revenues declined 6.1 percent sequentially.  Over 95
percent of Qwest's wireless customers are now on the usage-based
network.  The company expects the migration to be completed in the
first quarter of 2005.  While the migration is driving an increase
in churn, Qwest's new wireless plans, robust product offerings,
and the introduction of data and enhanced features are driving a
more profitable customer mix.  Nearly 80 percent of gross
additions are signing up for high-end national plans, and the
penetration of the subscriber base is up to 35 percent on these
plans.

Access Lines

The company reduced its rate of consumer access line losses in the
fourth quarter. Qwest benefited from increased package and bundle
penetration, win-back initiatives and Qwest's "Feet on the Street"
customer acquisition program, as well as the reduction in UNE
competition.  Qwest's wireline retail consumer base declined by
88,000 in the fourth quarter -- a substantial improvement from
declines of 136,000 in the third quarter and over 227,000 in the
fourth quarter of 2004.

Business retail access lines declined by 42,000 in the fourth
quarter, an improvement from year ago declines of 70,000, but
above the rate of loss in the third quarter.  The company
attributes the increase in the sequential rate of loss to
continued competitive pressures, partially offset by growth in
small-business lines.

The company continues to make significant inroads in stemming
competitive loss from facilities-based competitors.  Resold lines
declined 28,000 sequentially as changes in the regulatory
environment have reduced competition from UNE resellers.

VoIP Update

During the fourth quarter, the company launched OneFlex(TM)
Integrated Access.  The service enables business customers to
bundle their voice and data services over one high-bandwidth
Internet connection so they can simplify their communications.  It
also allows businesses to take advantage of the features and
flexibility of VoIP.  OneFlex Integrated Access simplifies
customers' ordering, billing, and customer-care experience by
giving them one provider for their entire solution.

Qwest expanded its OneFlex VoIP communication services to more
than 200 additional cities across the U.S. allowing small, medium
and enterprise business customers to benefit from Qwest's own
reliable and secure VoIP solution.  Qwest now offers the service
to these cities, in addition to 26 key metropolitan areas, which
includes 14 cities within the company's local service region and
12 major national markets.

DIRECTV(R) Alliance

Qwest and DIRECTV's previously announced strategic relationship
allows Qwest to offer DIRECTV digital satellite television
services to residential customers across the western United
States.  In the first quarter of 2005, Qwest will market and
provide front-line customer support for the DIRECTV service and
incorporate it as part of a full suite of bundled communications
services.

                        Balance Sheet Update

The company continued to demonstrate balance sheet improvements
during the year by improving total debt less cash and marketable
investments by more than $225 million to $15.3 billion.  The
company ended the year with $2.0 billion in cash and investments.

During the quarter, Qwest continued to improve financial
flexibility by placing $250 million in notes yielding 6.5 percent
due September 1, 2011, at its Qwest Corporation subsidiary.

                     Wireless Asset Sale Update

As previously announced, the company's wireless asset sale of PCS
licenses and related wireless network assets to Verizon Wireless
for $418 million in cash is on track to close in early 2005.

                           Special Items

The company incurred net charges of $(36) million in the fourth
quarter.

                         About the Company

Qwest Communications International Inc. (NYSE:Q) --
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 Dec. 31, 2004, Qwest Communications' balance sheet showed a
$2,612,000,000 stockholders' deficit, compared to a $1,016,000,000
deficit at Dec. 31, 2003.


RELIANT ENERGY: Robert Harvey Resigns as Executive Vice President
-----------------------------------------------------------------
Reliant Energy, Inc., (NYSE: RRI) said Executive Vice President,
Power Generation and Supply, Bob Harvey has resigned from the
company.  Mr. Harvey, who joined the company in 1999, was
responsible for the company's wholesale commercial activities and
plant operations.  His duties are being assumed by other members
of the Reliant management team.

"Bob has played a key role in helping lead the company's retail
and wholesale operations, and I appreciate his many contributions
to the company," said Joel V. Staff, chairman and chief executive
officer, Reliant Energy.

Reliant Energy -- http://www.reliant.com/corporate-- based in
Houston, Texas, provides electricity and energy services to retail
and wholesale customers in the U.S.  The company provides energy
products and services to approximately 1.9 million electricity
customers, ranging from residences and small businesses to large
commercial, industrial, governmental and institutional customers,
primarily in Texas. Reliant also serves commercial and industrial
clients in the PJM (Pennsylvania, New Jersey, Maryland)
Interconnection.

The company is one of the largest independent power producers in
the nation with approximately 19,000 megawatts of power generation
capacity in operation or under contract across the U.S. These
strategically located generating assets utilize natural gas, wind,
fuel oil and coal.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Reliant Energy, Inc.'s credit ratings have been upgraded by Fitch
Ratings:

    -- $1.1 billion outstanding senior secured notes to 'BB-' from
       'B+';

    -- Senior unsecured debt (indicative) to 'B+' from 'B';

    -- $275 million outstanding convertible senior subordinated
       notes to 'B' from 'B-'.

At the same time, Fitch has assigned a final 'BB-' rating to the
following new RRI debt issuances:

    -- $1.3 billion secured term loan B due 2010;
    -- $1.7 billion secured revolving credit facility due 2009;
    -- $750 million 6.75% senior secured notes due 2014;

Fitch also assigns a 'BB-' rating to this issue for Pennsylvania
Economic Development Financing Authority -- PEDFA:

    -- $500 million 6.75% exempt Facilities Revenues Bonds due
       Dec. 1, 2036.


SEARS HOLDINGS: Shareholders to Vote on Merger on March 24
----------------------------------------------------------
Sears Holdings Corporation, currently a wholly owned subsidiary of
Kmart Holding Corporation created to facilitate the merger between
Kmart Holding Corporation (Nasdaq: KMRT) and Sears, Roebuck and
Co. (NYSE: S) and which will become the new holding company of
Sears, Roebuck and Kmart following the merger, said that the
registration statement filed with the Securities and Exchange
Commission in connection with the proposed merger has been
declared effective.  The joint proxy statement is being mailed to
both companies' shareholders beginning Tuesday, Feb. 22, 2005.
A form of election will be mailed shortly under separate cover to
Sears, Roebuck shareholders of record at the close of business on
Jan. 26, 2005, to be used to elect cash or Sears Holdings stock in
respect of each of their Sears, Roebuck shares, as provided in the
merger agreement.

Sears, Roebuck and Kmart will hold special meetings of their
shareholders on March 24, 2005, to vote on the companies' proposed
merger.  Kmart and Sears, Roebuck shareholders of record at the
close of business on Jan. 26, 2005, will be entitled to vote on
the proposal.  The special meeting of Kmart shareholders will be
held at Sears, Roebuck's headquarters, which will serve as the
headquarters of the combined company following the merger, in
Hoffman Estates, Illinois, in the Merchandise Review Center,
General Session Room at 8:30 a.m. CST / 9:30 a.m. EST.  The
special meeting of Sears, Roebuck's shareholders will be held at
its headquarters in Hoffman Estates, Ill., in the Merchandise
Review Center, General Session Room at 11:00 a.m. CST / 12:00 p.m.
EST.

Under the merger agreement, Sears Holdings Corporation will have a
ten- member Board of Directors, which will include a total of
seven members from the current Kmart Board and three members from
the current Sears, Roebuck Board.  Sears Holdings will be the
holding company for the Sears, Roebuck and Kmart businesses, which
will continue to operate separately under their respective brand
names.

The merger is subject to approval by both Kmart's and Sears,
Roebuck's shareholders and customary closing conditions.  The
members of the Board of Directors upon the completion of the
merger will be as follows:

   -- Edward S. Lampert - Chairman Kmart Holding Corporation

   -- Alan J. Lacy - Chairman of the Board, President and Chief
      Executive Officer of Sears, Roebuck and Co.

   -- Aylwin B. Lewis - President and Chief Executive Officer of
      Kmart

   -- Ann N. Reese - Founder and Executive Director of Center for
      Adoption Policy Studies and former Chief Financial Officer
      of ITT Corp.

   -- Steven T. Mnuchin - Chairman and Co-Chief Executive Officer
      of Dune Capital Management LP

   -- William C. Crowley - Senior Vice President, Finance of Kmart

   -- Julian C. Day - Former President and Chief Executive Officer
      of Kmart

   -- Michael A. Miles - Former Chairman of the Board and Chief
      Executive Officer of Philip Morris Companies Inc.

   -- Donald J. Carty - Former Chairman of the Board and Chief
      Executive Officer of AMR Corporation and American Airlines,
      Inc.

   -- Thomas J. Tisch - Managing Partner of Four Partners, a
      private investment firm

The company's new stock symbol for Sears Holdings Corporation will
be "SHLD."  The companies previously announced that Sears Holdings
stock will trade on the Nasdaq National Market.

Also, Sears Holdings said that Mr. Crowley will assume the
additional responsibility of chief financial officer of Sears
Holdings Corporation upon the closing of the merger.  Glenn R.
Richter, executive vice president and chief financial officer of
Sears, Roebuck, will leave the company upon completion of the
merger to pursue other professional opportunities.

Edward S. Lampert, chairman of Kmart, and Alan J. Lacy, current
chairman and chief executive officer of Sears, Roebuck, thanked
their respective boards for their support in establishing the
board structure of the merged company.

                     About Sears, Roebuck and Co.

Sears, Roebuck and Co. is a leading broadline retailer providing
merchandise and related services. With revenues in 2004 of $36.1
billion, Sears, Roebuck offers its wide range of home merchandise,
apparel and automotive products and services through more than
2,300 Sears-branded and affiliated stores in the U.S. and Canada,
which include approximately 870 full-line and 1,100 specialty
stores in the U.S. Sears, Roebuck also offers a variety of
merchandise and services through sears.com, landsend.com, and
specialty catalogs. Sears, Roebuck is the only retailer where
consumers can find each of the Kenmore, Craftsman, DieHard and
Lands' End brands together -- among the most trusted and preferred
brands in the U.S. The company is the largest provider of home
services, with more than 14 million service calls made annually.
For more information, visit the Sears, Roebuck website at
http://www.sears.com/

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/--is a mass
merchandising company that offers customers quality products
through a portfolio of exclusive brands that include Thalia Sodi,
Jaclyn Smith, Joe Boxer, Martha Stewart Everyday, Route 66 and
Sesame Street.  The Company filed for chapter 11 protection on
January 22, 2002 (Bankr. N.D. Ill. Case No. 02-02474).  Kmart
emerged from chapter 11 protection on May 6, 2003.  John Wm.
"Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, represented the retailer in its restructuring efforts.  The
Company's balance sheet showed $16,287,000,000 in assets and
$10,348,000,000 in debts when it sought chapter 11 protection.

                About Sears Holdings Corporation

Created to facilitate the merger of Kmart and Sears, Roebuck
announced on November 17, 2004, and subject to the receipt of
shareholder approvals and the satisfaction or waiver of other
conditions, upon the closing of the merger, Sears Holdings
Corporation is expected to be the nation's third largest broadline
retailer, with approximately $55 billion in annual revenues, and
with approximately 3,800 full-line and specialty retail stores in
the United States and Canada.  Sears Holdings is expected to be
the leading home appliance retailer as well as a leader in tools,
lawn and garden, home electronics and automotive repair and
maintenance.  Key proprietary brands are expected to include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It is
also expected to have Martha Stewart Everyday products, which are
now offered exclusively in the U.S. by Kmart and in Canada by
Sears Canada.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Moody's Investors Service assigned to Sears Holdings Corporation
(Holdings) a (P) Ba1 senior implied and senior unsecured issuer
rating and a (P) Baa3 rating to the proposed senior secured, and
continued the review for possible downgrade of the Baa2 long term
debt ratings of Sears Roebuck and Co. and Sears Roebuck Acceptance
Corp. and the Prime-2 short term rating of Sears Roebuck
Acceptance Corp.  Sears Holdings will be the resulting entity
following the closing of the acquisition of Sears, Roebuck and Co.
by Kmart Corporation.  The outlook for Sears Holdings is stable.

The new ratings assigned are:

   -- Sears Holdings Corporation

      * Senior implied rating at (P) Ba1;

      * Senior unsecured issuer rating at (P) Ba1,

      * $4 billion senior secured revolving credit facility at (P)
        Baa3.

      * Ratings left on review for possible downgrade:

   -- Sears Roebuck and Co.

      * Senior unsecured debt at Baa2

      * Senior unsecured MTN at Baa2

      * Long term issuer rating at Baa2

      * Senior unsecured shelf at (P) Baa2

      * Preferred shelf at (P) Ba1.

   -- Sears Roebuck Acceptance Corp.

      * Senior unsecured debt at Baa2

      * Senior unsecured MTN at Baa2

      * Subordinated MTN at Baa3

      * Senior unsecured shelf at (P) Baa2

      * Subordinate shelf at (P) Baa3

      * Commercial paper rating at Prime-2.

   - Sears DC Corp.

      * Medium term notes at Baa2.


SECURITY NATIONAL: Moody's Puts Ba2 Rating on $3.097M Sub. Certs.
-----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Security National Mortgage Loan Trust
2005-1, and ratings ranging from Aa2 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by performing and re-performing
mortgage loans acquired by Security National Holding Company, LLC
and its affiliates.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread, mortgage insurance and legal
balance surplus.  The credit quality of the loan pool is slightly
stronger than the pool backing the last securitization, Security
National Mortgage Loan Trust 2004-2.

SN Servicing Corporation will act as master servicer, and Wachovia
Bank, National Association will act as back-up master servicer.
Moody's has assigned SNSC its servicer quality rating SQ2 as a
primary servicer of subprime loans and SQ3 as a special servicer.

The complete rating actions are:

    * Class AF-1, $102,445,000, rated Aaa
    * Class AF-2, $5,119,000, rated Aaa
    * Class AV, $30,453,000, rated Aaa
    * Class M-1, $8,793,000, rated Aa2
    * Class M-2, $7,246,000, rated A2
    * Class B-1, $5,699,000, rated Baa2
    * Class B-2, $3,097,280, rated Ba2


SOLUTIA INC: Nitro Residents Wants to File $4 Billion in Claims
---------------------------------------------------------------
Residents of Nitro, West Virginia have asked the U.S. Bankruptcy
Court for the Southern District of New York to allow them to file
late-filed claims of up to $4 billion against Solutia Inc.,
Bloomberg News reports.  The deadline for filing proofs of claim
in Solutia's Chapter 11 cases expired November 30, 2004.

According to Bloomberg reporter Tom Becker, residents of Nitro
allege personal injury based on exposure to toxic chemicals like
Agent Orange.  Monsanto, Solutia's former parent, operated a
facility in Nitro that produced Agent Orange.

The majority of the Nitro residents did not file claims because
they were not given proper notice of the deadline, Stuart Calwell,
the claimants' lawyer, explained in an interview.  "Solutia really
provided no notice at all," he told Bloomberg.

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)


SOLUTIA INC: Astaris Obtains New $75 Million Revolving Facility
---------------------------------------------------------------
Astaris LLC, has obtained a new three-year revolving credit
facility for up to $100 million from a group of lenders with
Citicorp USA, Inc., acting as Administrative Agent.  The facility
initially will be up to $75 million with a $25 million uncommitted
expansion option.  It replaces a $20 million credit facility that
was scheduled to expire in September 2005.

"We were very pleased with the support shown by our new lenders,"
said Paul L. Howes, president and chief executive officer.  "The
new revolving credit facility increases our liquidity and was
accomplished without the need for continued credit support from
our joint-venture owners, Solutia, Inc., and FMC Corporation.  The
new credit agreement also allowed us to repay Solutia and FMC
approximately $16 million each that had been deferred in support
of the company's restructuring plan announced in October 2003."

Based in St. Louis, MO, Astaris LLC is jointly owned by Solutia
Inc. (OTC Bulletin Board: SOLUQ) and FMC Corporation (NYSE: FMC)
and provides phosphate technology solutions for food, industrial
and institutional applications to customers worldwide.

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


STRATOS GLOBAL: Buying Back 7.4 Mil. Common Shares at $10.75 Each
-----------------------------------------------------------------
Stratos Global Corporation (TSX: SGB) reported that, based on the
initial response to the Corporation's substantial issuer bid dated
January 13, 2005, it will purchase for cancellation a total of
7,400,000 common shares at a purchase price of C$10.75 per common
share.  The offer for the common shares expired at 11:59 p.m. EST
on February 18, 2005.

The number of common shares deposited or deemed to be deposited at
the purchase price as of the expiration date of the offer for
common shares was 11,929,985.  As a result, shareholders who
deposited common shares at the purchase price of C$10.75 or
pursuant to purchase price tenders will have approximately
62 percent of their common shares bought back at the purchase
price, subject to adjustments for odd lots and to avoid the
creation of fractional common shares.

Stratos and Computershare Trust Company of Canada expect that the
final purchase price, pro-ration factor, and exact number of
common shares to be taken up and paid for under the offer, will be
determined on or before February 24, 2005.  Payment for common
shares tendered and accepted for purchase will be made by
February 28, 2005.  The repurchase will be funded from available
cash on hand and from an advance under the Corporation's
US$25 million revolving credit facility.  The Corporation does not
plan to establish a new five-year US$25 million incremental
facility to fund the repurchase as had been described in the offer
to purchase.  Certificates for common shares that are not
purchased, including common shares not purchased due to pro-ration
or that were invalidly deposited, will be returned as soon as
practicable.

The common shares to be repurchased represent approximately 15
percent of the outstanding common shares of the Corporation.
After giving effect to the repurchase and cancellation, there will
remain outstanding approximately 42 million common shares.  RBC
Capital Markets acted as dealer manager and financial advisor in
connection with the substantial issuer bid.

Stratos Global Corporation -- http://www.stratosglobal.com/-- is
a publicly traded company (TSX: SGB) and the leading global
provider of a wide range of advanced mobile and fixed-site remote
communications solutions for users operating beyond the reach of
traditional networks.  With its owned-and-operated infrastructure
and extensive portfolio of industry-leading satellite and
microwave technologies (including Inmarsat, Iridium, Globalstar,
MSAT, VSAT, and others), Stratos serves the voice and high-speed
data connectivity requirements of a diverse array of markets,
including government, military, energy, industrial, maritime,
aeronautical, enterprise, media and recreational users throughout
the world.

                         *     *     *

AS reported in the Troubled Company Reporter on Oct. 27, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Stratos Global Corp., a global provider
of remote telecommunications services.  At the same time, Standard
& Poor's assigned its 'BB-' bank loan rating and a '3' recovery
rating to the company's proposed US$150 million senior secured
credit facility with final maturity in 2010, which is secured by
substantially all of the company's assets.

The '3' recovery rating indicates expectations for a meaningful
(50%-80%) recovery of principal in the event of a default or
bankruptcy.  Use of proceeds will be to refinance existing debt of
about US$125 million, while the remainder will be available for
general corporate purposes.  The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Moody's Investors Service assigned initial ratings to Stratos
Global Corporation of:

            * (P) Ba2 Senior Implied,
            * (P) Ba2 Senior Secured,
            * (P) Ba3 Issuer, and
            * SGL-1.

All long-term ratings are stable.  The ratings are prospective for
the successful completion of the company's planned US$150 million
debt refinancing.


SYRATECH CORPORATION: Wants to Employ Weil Gotshal as Counsel
-------------------------------------------------------------
Syratech Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the U.S. Bankruptcy Court for the District of
Massachusetts, Eastern Division, for permission to employ Weil,
Gotshal & Manges LLP as their bankruptcy counsel.

Weil Gotshal will:

     a) take all necessary action to protect and preserve the
        estates of the Debtors, including, the prosecution of
        actions on the Debtors' behalf, the defense of any actions
        commenced against the Debtors, negotiate disputes;

     b) prepare on behalf of the Debtors, all necessary motions,
        applications, answers, orders, reports and other papers in
        connection with the administration of the estates;

     c) perform all other necessary legal services in connection
        with the prosecution of these cases; and

     d) perform all services in connection with the confirmation
        of a plan.

Andrew M. Troop, Esq., a partner at Weil Gotshal, discloses his
Firm's professionals hourly billing rates:

          Designation            Billing Rate
          ------------           ------------
          Members/Counsel        $550 - $775
          Associates              260 -  495
          Paralegals/Staff         65 -  240

To the Debtors' knowledge, Weil Gotshal is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Boston, Massachusetts, Syratech Corporation --
http://www.syratech.com/-- manufactures, markets, imports and
sells tabletop giftware and home decor products.  The Debtor along
with its affiliates filed for chapter 11 protection on Feb. 16,
2005 (Bankr. D. Mass. Case No. 05-11062).  When the Company filed
for protection from its creditors, it listed $86,845,512 in total
assets and $251,387,015 in total debts.


SYRATECH CORPORATION: U.S. Trustee Will Meet Creditors on Mar. 24
-----------------------------------------------------------------
The United States Trustee for region 1 will convene a meeting of
Syratech Corporation and its debtor-affiliates' creditors at
1:45 p.m., on Mar. 24, 2005, at the Office of the U.S. Trustee
located in 10 Causeway Street in Boston, Massachusetts.  This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

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


TASEKO MINES: Equity Deficit Widens to $4,335,271 at December 31
----------------------------------------------------------------
Taseko Mines Limited (TSX VENTURE:TKO)(AMEX:TGB) reports its
financial results for the three months ended December 31, 2004,
and update of activities at the Gibraltar copper mine in
south-central British Columbia.

Taseko restarted the Gibraltar copper-molybdenum mine during the
quarter.  Pre-production activities, including pre-stripping at
the Pollyanna deposit and mill and site refurbishments, were
completed in the four months from June to September 2004.  Milling
operations began with the copper circuit in October 2004.  Monthly
copper production increased from 2.5 million pounds in October to
5.2 million pounds in December (the plan is 5.7 million pounds per
month).  The first copper concentrate was loaded on rail and
shipped from the mine site in mid October, and was shipped to
Asian smelters in early December.

In order to take advantage of the improving commodity prices and
higher molybdenum grades in the Pollyanna deposit, a major upgrade
to the molybdenum circuit was implemented.  Construction was
completed during the quarter, and commissioning began in January
2005.  The molybdenum circuit is expected to reach its planned
output of 78,000 pounds of molybdenum in concentrate per month in
the second quarter (January 1 - March 30, 2005).

The first quarter results reflect the re-start and
re-commissioning activities that were underway throughout the
period.  Although the start-up costs could have been deferred or
capitalized, management has chosen to expense them, which accounts
for the loss in this quarter.  Advance payment was received for
copper concentrate shipped in early December, and this off-set
some of the re-start costs.

The Company reported a net loss for the first quarter of fiscal
2005 (ending December 31, 2004) of $10,400,400 as compared to a
loss of $3,285,828 in the same period of the previous year.
Expenses totalled $13,573,512, including project restart expenses
of $12,699,993, offset by pre-production revenues and other income
of $3,173,112.

To the end of December, 9.8 million tons were mined, compared to
planned production of 10.6 million tons. The variations from the
plan were due, in part, to the late arrival of a new shovel and
trucks at site, which impacted pre-production activities.

Approximately 12.1 million pounds of copper were produced in
21,300 wet metric tonnes (WMT) of concentrate over the three-month
period.  Of this, 8,100 wet metric tonnes (WMT) of copper
concentrate was ocean shipped during the quarter in early
December.  Two additional shipments, totalling 16,000 WMT of
copper concentrate were made during January and February
subsequent to the end of the first quarter.

The Gibraltar mine is operated under a joint venture arrangement
with Ledcor Mining, Ltd.  Taseko is responsible for concentrate
sales, certain aspects of administration and off-site activities,
and Ledcor is responsible for on-site mining and milling
operations.  More than 250 people are employed at the mine.

On February 16, 2005, Taseko and Ledcor received a British
Columbia Labour Relations Board ruling that confirms the joint
venture is bonafide and is the successor employer over the
Gibraltar operation.  As a result, the ballots from a
representation vote held in November 2004 are expected be counted
immediately to determine which union, the Canadian Auto Workers or
the Christian Labour Association of Canada, will represent the
employees.

Taseko Mines Limited is a copper-molybdenum producer with a mine
and exploration properties located in British Columbia, Canada.
The company's principal asset is the Gibraltar mine, a 35,000
tonnes per day open pit operation with a 12-year mine plan, plus
mineral resources for additional years of production.  The mine is
closely leveraged to copper prices and restarted mining activities
in late 2004.  Taseko is listed on the American Stock Exchange
("TGB") in the U.S.A. and on the TSX Venture Exchange ("TKO") in
Canada.

As of December 31, 2004, Taseko Mines' stockholders' deficit
widened to $4,335,271 compared to a $63,442 deficit at
September 30, 2004.


TRADEX CORPORATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Tradex Corp.
        18 Nancy Court
        Leominster, Massachusetts 01453

Bankruptcy Case No.: 05-40748

Chapter 11 Petition Date: February 16, 2005

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Lawrence G. Green, Esq.
                  Perkins, Smith & Cohen
                  One Beacon Street, 30th Floor
                  Boston, MA 02108
                  Tel: 617-854-4000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


TRANSCOM ENHANCED: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Transcom Enhanced Services, LLC
        1925 West John Carpenter Freeway, Suite 500
        Irving, Texas 75063

Bankruptcy Case No.: 05-31929

Type of Business: The Debtor is a provider of telecommunication
                  services.  See http://www.datavon.com/

Chapter 11 Petition Date: February 18, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: John Mark Chevallier, Esq.
                  McGuire, Craddock & Strother
                  3550 Lincoln Plaza
                  500 North Akard Street
                  Dallas, TX 75201
                  Tel: 214-954-6800
                  Fax: 214-954-6801

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Focal Communications          Trade debt                $794,898
200 North LaSalle
Chicago, IL 60601

Broadwing Communications      Trade debt                $205,061
Services, Inc.
Attn: Accounts Receivable
1122 Capital of Texas Hwy. S.
Austin, TX 758746

Cisco Systems Capital Corp.   Trade debt                $200,000
Attn: Darrell Brinkman
Mailstop SJC 13/3
170 W. Tasman Dr.
San Jose, CA 95134

Maskina Communications, Inc.  Trade debt                $126,721

AT&T                          Trade debt                $122,170

Xtension Services, Inc.       Trade debt                 $84,982

PaeTec Communications         Trade debt                 $72,733

Communication Management      Trade debt                 $39,350
Services, Inc.

RiverRock Systems, Ltd.       Trade debt                 $38,192

VeriSign                      Trade debt                 $24,530

KBA Group, LLP                Trade debt                 $21,912

Telefyne, Inc.                Trade debt                 $18,779

Chuck Joyner                                             $17,245

Teleglobe America, Inc.       Trade debt                 $16,110

IX-2 Networks                 Trade debt                 $11,721

Fulbright & Jaworski LLP      Legal Service               $9,103

Stumpf Craddock Massey &      Legal Service               $5,630
Pulman

Southwestern Bell             Trade debt                  $2,659

Ian B. Jallet                                             $2,385

MJM Construction              Trade debt                  $2,115


UAL CORP: Pilots Demand Continued Pension Benefit Payments
----------------------------------------------------------
The Air Line Pilots Association, International asks the U.S.
Bankruptcy Court for the Northern District of Illinois to
compel UAL Corporation and its debtor-affiliates to continue
paying the collectively bargained, non-qualified pension benefit
payments.

The Court recently approved modifications to the ALPA's
collective bargaining agreement with the Debtors.  In exchange,
the Debtors agreed to maintain the pilot's pension plan until the
Court permitted a voluntary distress termination in accordance
with the Employee Retirement Income Security Act.  The Debtors
also promised to oppose efforts by other entities to terminate
the pilot's plan.  Glenn Tilton, the Debtors' Chief Executive
Officer, promised to "work diligently with the pilot group" to
explore pension alternatives.

According to Babette A. Ceccotti, Esq., at Cohen, Weiss & Simon,
in New York City, with "the ink barely dry on the Court's
approval of the Revised Agreement," the Debtors notified the
pilots that payment of monthly non-qualified benefits would be
suspended after the February 2005 payment.  This means that
benefit payments due in March 2005 and thereafter will be cut.
The Debtors' financial ambush came without any discussion with
the ALPA and minimal advance notice.

On February 3, 2005, United mailed letters to participants of the
United Airlines Pilot Defined Benefit Pension Plan informing them
that it had made a unilateral decision to suspend payment of all
non tax-qualified pension benefits from the A Plan after the
February 1, 2005 payment.  United said its decision was prompted
by the Pension Benefit Guaranty Corporation's filing of a
complaint seeking the involuntary termination of the A Plan.
United said that if and when an A Plan termination date is set,
United will "make non-qualified payments for the period between
the suspension of non-qualified payments and the court-approved
termination date."  If and when the A Plan is terminated, non-
qualified pension payments under the A Plan will cease.

Ms. Ceccotti argues that the suspension of the non-qualified
benefit payments violates Section 1113(f) of the Bankruptcy Code,
which prohibits a debtor from unilaterally altering the terms of
a collective bargaining agreement without court approval.  The
Court should compel the Debtors to continue payment of the non-
qualified pension benefits, including payments to retired pilots
and pilots who elected lump sum payments when applying for
retirement.  This is required under the pilot's contract.

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


UAL CORP: Retired Pilots Want Pension Payments Continued
--------------------------------------------------------
The directors of the United Retired Pilots Benefit Protection
Association ask Judge Wedoff of the United States Bankruptcy Court
for the Northern District of Illinois to require United Air Lines
to continue to make all legally required pension payments,
including both qualified and non-qualified benefits, owed retired
United Air Lines pilots, their dependents, and beneficiaries.

The URPBPA Directors want the payments continued indefinitely,
absent any Court decision to the contrary.

The URPBPA Directors point to United's letters on Feb. 3, 2005,
informing participants of the United Airlines Pilot Defined
Benefit Pension Plan that it had made a unilateral decision to
suspend payment of all non tax-qualified pension benefits from the
A Plan after the February 1, 2005 payment.  United stated in the
letters that its decision to suspend non tax-qualified
pension payments was prompted by the Pension Benefit Guaranty
Corporation's filing of a complaint seeking the involuntary
termination of the A Plan.  United said that if and when an A
Plan termination date is set, United will "make non-qualified
payments for the period between the suspension of non-qualified
payments and the court-approved termination date."  If and when
the A Plan is terminated, non-qualified pension payments under
the A Plan will cease.

The Directors, Roger D. Hall, Dennis D. Dillon, Gerard Terstiege,
James M. Krasno and William L. Rutherford, are retired United
Captains and participants in the A Plan.

Jack J. Carriglio, Esq., at Meckler Bulger & Tilson, in Chicago,
Illinois, contends that United's proposed unilateral termination
of the non tax-qualified pension benefits is impermissible
because the A Plan has not been terminated and the benefits
United's retired pilots receive from the A Plan are vested
pension benefits.  United's announced unilateral cut-off of non-
qualified pension benefits under the A Plan is unlawful because
it violates:

   (i) the terms of the plan itself and, therefore, it violates
       the requirements of ERISA; and

  (ii) 45 U.S.C. Section 152 Seventh of the Railway Labor Act.

Mr. Carriglio also notes that United's proposed unilateral
termination of the non-qualified pension benefits is contrary to
its Letter Agreement with the Air Line Pilots Association.
United promised the ALPA that the A Plan would remain in "full
force and effect" until United obtained a bankruptcy court order
declaring that United had satisfied the ERISA distress
termination requirements set forth at 29 U.S.C. Section
1341(c)(2)(B)(ii).

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)


UNITED SURGICAL: Fourth Quarter Earnings Up 49% to $9.4 Million
---------------------------------------------------------------
United Surgical Partners International, Inc., (NASDAQ/NM:USPI)
reported results for the fourth quarter and year ended
Dec. 31, 2004.  As a result of the sale of the Company's Spanish
operations in September 2004, all results of operations referenced
below have been revised to reflect only continuing operations.

For the fourth quarter ended Dec. 31, 2004, net revenues were
$113.2 million, up 27% from $89.4 million in the prior year fourth
quarter.  Excluding the effect of foreign currency translation,
net revenues for the quarter increased 25%.  Net income for the
fourth quarter of 2004 increased 49% to $9.4 million, compared
with $6.3 million for the prior year period. Company-wide
same-facility net revenue for the fourth quarter of 2004 increased
13% over the prior year fourth quarter, resulting from a 12%
increase for facilities in the U.S. and a 22% increase (12% before
the effect of foreign currency translation) for facilities in the
United Kingdom.

Cash flow from operations for the fourth quarter of 2004 totaled
$15.0 million compared with $2.9 million for the prior year fourth
quarter.  During the fourth quarter of 2004, the Company invested
approximately $5.3 million in maintenance capital and an
additional $1.8 million to expand existing facilities.

For the year ended December 31, 2004, net revenues were
$408.2 million, up 25% from $325.6 million in the prior year.
Excluding the effect of foreign currency translation, net revenues
for the year ended December 31, 2004, increased 23%.  Net income
from continuing operations for the year ended December 31, 2004,
increased 36% to $33.6 million, or $1.15 per diluted share,
excluding a $1.1 million charge for the early termination of the
Company's credit facility, compared with $24.7 million for the
prior year.  This represents an increase of 31% in earnings per
diluted share from continuing operations.  Company-wide
same-facility net revenue for the year ended Dec. 31, 2004,
increased 19% over the year ended Dec. 31, 2003, resulting from a
17% increase for facilities in the U.S. and a 32% increase (18%
before the effect of foreign currency translation) for facilities
in the United Kingdom.

Cash flow from operations for the year ended December 31, 2004,
totaled $91.5 million compared with $74.4 million for the same
period in 2003.  The prior year period had an $11 million
non-recurring cash inflow due to the OrthoLink restructuring.
During 2004, the Company invested approximately $12.8 million in
maintenance capital and an additional $11.1 million to expand
existing facilities.

The Company's operating income increased 21% to $28.7 million
while the margin decreased by 120 basis points to 25.3% in the
fourth quarter as compared with the same period in the prior year.
The start-up effect from de novo surgical hospitals opened in 2004
resulted in a reduction of 110 basis points.

The Company added 13 facilities in the fourth quarter, ten of
which were acquisitions representing an investment of $85 million.
For the full year 2004, the Company added a total of 22
facilities, 13 of which were acquisitions and nine of which were
de novo facilities developed in partnership with not-for-profit
hospitals.  In total, the Company invested approximately
$118 million during 2004 for the acquisition and development of
surgical facilities.  At the end of 2004, the Company had an
additional 17 facilities under development, of which six are
currently under construction and all but one is in partnership
with a not-for-profit hospital.

Commenting on year-end results, William H. Wilcox, United Surgical
Partners International's chief executive officer, said, "The
Company had a very dynamic year in 2004.  We had strong
operations, notable accomplishments in our acquisition and
development programs and made a strategic move to divest our
Spanish subsidiary, which we believe, over time, will
significantly improve the Company's return on invested capital."

                       About the Company

United Surgical Partners International, headquartered in Dallas,
Texas, currently has ownership interests in or operates 86
surgical facilities.  Of the Company's 83 domestic facilities, 48
are jointly owned with not-for-profit healthcare systems.  The
Company also operates three facilities in London, England.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 3, 2003,
Standard & Poor's Ratings Services raised its corporate credit
rating on surgery center chain United Surgical Partners
International Inc. to 'BB-' from 'B+'.  At the same time, Standard
& Poor's raised its subordinated debt rating on the company to 'B'
from 'B-'.  The outlook is stable.


US AIRWAYS: Relieves Logan and Company as Claims Agent
------------------------------------------------------
On August 12, 2002, the U.S. Bankruptcy Court for the Eastern
District of Virginia appointed Logan and Company, Inc., as the
claims and noticing agent in the prior bankruptcy cases of US
Airways, Inc., and its debtor-affiliates.  Logan has maintained
the official claims register, handled the proofs of claim, and
mailed notices, pleadings and other documentation in the USAir I
case.

On September 13, 2004, the Court appointed Donlin, Recano &
Company, Inc., as claims and noticing agent for the Debtors'
current bankruptcy cases.  Brian P. Leitch, Esq., at Arnold &
Porter, states that the Debtors do not need two claims agents
performing similar functions.  As a result, the Debtors want to:

  a) relieve Logan in the USAir I case;

  b) authorize Logan to transfer the USAir I claims' registry in
     electronic format to Donlin;

  c) pay Logan for its costs and expenses for the transfer of
     the claims registry; and

  d) expand the scope of Donlin's current retention to include
     claims and noticing services for the USAir I case.

As of the USAir II Petition Date, the Debtors owed Logan $56,000.
Logan will file a proof of claim for its prepetition services.
Logan has provided services without compensation since the
Petition Date and remains unpaid due to the lack of assets in the
USAir I estate.

Donlin will be compensated consistent with its retention as USAir
II claims and noticing agent.  Mr. Leitch assures the Court that
it will be more efficient for Donlin to perform the remaining
claims agent services for the USAir I case.  By utilizing the
services of one claims agent, it will be easier for the Debtors to
coordinate the claims resolution process at a lower cost.

                          *     *     *

Judge Mitchell grants the Debtors' request.

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

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

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

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 82; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: US Gypsum to Invest $132M to Rebuild Sheetrock Brand
--------------------------------------------------------------
USG Corporation (NYSE: USG) reported that its United States Gypsum
Company subsidiary will invest $132 million to rebuild and
modernize its SHEETROCK(R) Brand Gypsum Panels manufacturing plant
in Norfolk, Virginia.

Planning for the 25-month project will commence immediately, with
construction starting early in 2005.  The modernization project is
scheduled to be completed by the end of 2006 and could employ up
to 140 persons.

The state-of-the-art plant will continue to serve the Mid-Atlantic
market, including the key cities of Norfolk, Washington, D.C., and
Raleigh, N.C. The modernization will increase the plant's annual
manufacturing capacity by about 180 percent, to 750 million square
feet of wallboard.  The existing plant, which was built in 1947,
has an annual capacity of just 270 million square feet of
wallboard.

Including the Norfolk plant modernization, USG has recently
earmarked more than $239 million for expanding and updating its
manufacturing facilities across the nation to increase production
capacity and better serve customers.

"We are making these vital investments to ensure that we can
continue to meet our customers' needs and satisfy their growing
demand for our products," said William C. Foote, chairman,
president and CEO of USG Corporation.

The Norfolk plant currently manufactures SHEETROCK Brand Gypsum
Panels from natural gypsum rock transported by ship from Nova
Scotia, Canada.  The modernized facility will be designed to make
wallboard from natural gypsum, recaptured (or synthetic) gypsum,
or any combination of the two.  Recaptured gypsum is a byproduct
of several processes, including flue gas desulfurization, which
removes sulfur dioxide from the emissions of fossil-fuel-burning
power plants and reduces acid rain.

Like the existing Norfolk plant, the rebuilt facility will serve
as a model of environmental efficiency on many different levels.
Besides incorporating environmental control equipment, it will
utilize recycled materials in the production of wallboard.  These
include recycled paper for the wallboard's face and back, plus
agriculturally renewable resources that are used as binders.  In
addition, the plant will be equipped with a production recycling
system to help reprocess manufacturing waste.

As part of the modernization project, a variety of infrastructure
enhancements will also be made at the plant and on the property.

United States Gypsum Company is a subsidiary of USG Corporation.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094). David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 80; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Wants Until Sept. 1 to Make Lease-Related Decisions
-------------------------------------------------------------
USG Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the time within which
they may file a motion to assume, assume and assign, or reject any
prepetition unexpired non-residential real property lease through
and including September 1, 2005.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tell Judge Fitzgerald that the Debtors have
approximately 185 real property leases.  Given the importance of
these real property leases to their ongoing operations and the
number of leases at issue, the Debtors need more time to decide
whether to assume, assume and assign, or reject their leases.

Pending their decision, the Debtors assure the Court that they
will perform all of their obligations arising from and after the
Petition Date in a timely fashion, including payment of
postpetition rent due.  Therefore, there should be little or no
prejudice to the landlords under the real property leases as a
result of the requested extension.  According to the Debtors, the
aggregate amount of prepetition arrearages under the leases is
relatively small, as rent under many of the leases was paid in
advance.

The Court will convene a hearing on April 25, 2005, to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Debtors' lease decision deadline is automatically extended through
the conclusion of that hearing.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094). David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 81; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USGEN: Wants Court to Approve NEP & Taunton Settlement Agreement
----------------------------------------------------------------
USGen New England, Inc., asks the U.S. Bankruptcy Court for the
District of Maryland to approve:

   -- a Settlement Agreement and Release with New England Power
      Company and Taunton Municipal Lighting Plant; and

   -- a Termination Agreement and Release with NEP.

NEP and Taunton Plant are parties to a System Power Sales
Agreement dated November 10, 1993, under which NEP will sell to
Taunton Plant certain energy products for the period from
November 1, 1995, until October 31, 2005.

USGen and NEP are parties to a Performance Support Agreement for
the Taunton Municipal Lighting Plant, dated August 5, 1997.
Pursuant to the Support Agreement, USGen:

   -- acted as NEP's agent in connection with the Power Sales
      Agreement;

   -- is responsible for NEP's obligations; and

   -- is entitled to NEP's rights and benefits under the Power
      Sales Agreement.

In 2002, after Taunton Plant suspended payment under the Power
Sales Agreement due to certain changes in the New England Power
Pool rules and procedures, NEP filed suit against Taunton Plant
in Suffolk Superior Court in Massachusetts.  NEG asserted claims
for, among other things, breach of contract and violation of the
Massachusetts Consumer Protection Act.  Taunton Plant filed
counterclaims against NEP in the Superior Court Action.  The
parties have commenced discovery.

By informal agreement, Taunton Plant has been making payment for
the energy products it receives under the Power Sales Agreement
at a market price rather than at the contract price.  USGen
estimates the difference between (i) the market price Taunton
Plant has been paying and will continue paying, and (ii) the
contract price through the end of the contract period -- and,
therefore, its damages -- to range from $4.5 million to
$5 million.  The amount of Taunton Plant's damages is unclear.

Rather than further litigate the Superior Court Action, and to
amicably resolve all claims between and among themselves, USGen,
NEP and Taunton Plant agreed to settle their issues.

The salient terms of the Settlement Agreement are:

   (a) The Power Sales Agreement, including the parties' rights,
       benefits and obligations under that Agreement will be
       terminated;

   (b) Taunton Plant will pay $2,000,000 to USGen as "Termination
       Payment";

   (c) USGen, as agent to NEP, will continue to deliver the
       energy products to Taunton Plant as required under the
       Power Sales Agreement until the Power Sales Agreement is
       terminated in accordance with the provisions of the
       Settlement Agreement;

   (d) Taunton Plant will pay to USGen in the ordinary course the
       then market value for all energy products it has received
       but not yet paid for pursuant to the Power Sales Agreement
       up until and including the Termination Date;

   (e) Upon USGen's receipt of the Termination Payment, NEP and
       Taunton Plant will immediately cause the Superior Court
       Action -- including all claims and counterclaims -- to be
       dismissed with prejudice; and

   (f) Subject only to the provisions of the Settlement
       Agreement:

       -- USGen and NEP release Taunton Plant from any and all
          claims and causes of action arising under or relating
          to the Power Sales Agreement; and

       -- Taunton Plant releases USGen and NEP from any and all
          claims and causes of action arising under or relating
          to the Power Sales Agreement.

The salient terms of the Termination Agreement are:

   (a) Effective on the termination date of the Power Sales
       Agreement as set forth in the Settlement Agreement, the
       Performance Support Agreement, including the parties'
       rights, benefits and obligations under that Agreement,
       will be terminated;

   (b) The Performance Support Agreement will continue in effect
       after approval of the Settlement Agreement to the extent
       necessary to provide for accountings, final billing, and
       payments related to the Power Sales Agreement;

   (c) The parties will continue to perform their obligations
       under the Performance Support Agreement until that
       Agreement is terminated in accordance with the provisions
       of the Termination Agreement; and

   (d) Subject only to the provisions of the Termination
       Agreement:

       -- USGen releases NEP from any and all claims and causes
          of action arising under or relating to the Performance
          Support Agreement or the Power Sales Agreement; and

       -- NEP releases USGen from any and all claims and causes
          of action arising under or relating to the Performance
          Support Agreement or the Power Sales Agreement.

Although USGen believes that NEP would likely be successful in
prosecuting the Superior Court Action, John Lucian, Esq., at
Blank Rome, LLP, tells Judge Mannes that the Settlement Agreement
and the Termination Agreement avoid the expense and delay
associated with, and the attendant risks of, further litigation,
the cost of which would be borne by USGen's estate.

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.


VAST EXPLORATION: Looks to Raise $3M in Private Equity Placement
----------------------------------------------------------------
Vast Exploration, Inc., (TSX VENTURE:VST) plans to raise up to
$3,000,000 by way of a non-brokered private placement.  Up to
$2,000,000 of the private placement will be raised through the
issuance of Units priced at $0.50.  Each Unit will consist of one
common share and one half common share purchase warrant.  Each
whole warrant will entitle the holder to purchase one common share
at a price of $0.65 for a period of eighteen months from the
closing date.  The remaining $1,000,000 will be raised through the
issuance of flow through shares priced at $0.60. The private
placement offering is subject to regulatory approval.

Vast Exploration, Inc., is a junior oil and gas exploration and
production company focused on growth through acquisition,
development, and exploration.  It recently announced the
acquisition of a private energy company in Alberta and currently
has the right to earn up to 1875 hectares of gas rights from
Canyon Creek Resources Ltd.  Vast also has a 50% working interest
in an additional 908 hectares of land located in the Dollard area
of SW Saskatchewan with oil and gas rights that are held for five
years.

As of October 31, 2004, Vast Exploration's balance sheet reflected
a $50,162 stockholders' deficit compared to $13,248 of positive
shareholder equity at January 31, 2004.


VP GROUP: Receives $230,000 from Equity Private Placement
---------------------------------------------------------
VP Group Media Limited (TSX Venture: DVD) has closed the Private
Placement Offering to five arm's length subscribers and two
insiders for a total of 4,600,000 Units at a purchase price of
$0.05 per Unit for gross proceeds of $230,000.  Directors
subscribed for 700,000 Units for gross proceeds of $35,000.  Each
Unit consists of one common share and one common share purchase
warrant, exercisable until January 25, 2006, to purchase one
common share of the Company at $0.10 per share.  The securities
underlying the Units will be subject to a four-month hold.

The Company currently has 12,211,500 common shares issued and
outstanding.

VP Group Media offered a range of video production and
post-production services, as well as VHS duplication, DVD and
CD-ROM pre-mastering, and distribution services, through
subsidiary VPG Video Publishing Group.  However, the company plans
to divest its interest in VPG Video Publishing Group, and is
selling the subsidiary to VP Group Media president Peter Sara.  In
return, Mr. Sara is overseeing the video company's petition into
bankruptcy, which will possibly result in VP Group Media moving
into another line of business.

At September 30, 2004, the Company had an accumulated deficit of
$2,265,952, a working capital deficiency of $363,252 and a
$953,653 stockholders' deficit.  On March 2, 2004, VPG filed an
assignment in bankruptcy and ceased operations.  As of
September 30, 2004, the bankruptcy proceedings and liquidation of
assets were ongoing.

These and other factors indicate that the Company might be unable
to operate as a going concern for a reasonable period of time,


W.R. GRACE: Wants to Appeal Solow's $25 Million Judgment
--------------------------------------------------------
St. Paul Companies, Inc., executed surety bonds on behalf of W.R.
Grace & Co., and its debtor-affiliates in reliance on:

   * a General Indemnity Agreement dated August 1, 1991,
     executed by W.R. Grace & Co.-Conn.; and

   * a General Indemnity Agreement dated August 14, 1997,
     also executed by Grace-Conn.

The Bonds obligate St. Paul to pay third-party obligees on account
of certain of the Debtors' liabilities, including at least one
asbestos property damage claim.

Prior to the Debtors' bankruptcy filing, Sheldon H. Solow, Solow
Development Corporation, Solow Solovieff Realty Co., LLC, and
Solow Building Company, LLC, sued Grace-Conn. in New York state
court for alleged asbestos property damage.  On January 16, 2001,
a judgment was entered in favor of Solow against Grace-Conn. for
$25,650,742.

Grace-Conn. filed an appeal of the Solow Judgment with the
Appellate Division of the Supreme Court of the State of New York,
First Department.  Since the Petition Date, the prosecution of the
Solow Appeal has been stayed by the Debtors' automatic stay.  St.
Paul filed four proofs of claim against the Debtors' estates, two
of which were partially on account of potential claims against the
Solow Appeal Bond.

St. Paul has raised certain issues with the Debtors concerning
their Plan and Disclosure Statement with respect to that portion
of the St. Paul Claim dealing with the Solow Appeal Bond and with
the classification and treatment of any St. Paul claim under the
Plan for any payments required under the Solow Appeal Bond,
including whether that classification and treatment under the Plan
should be as an asbestos property damage claim or as a general
unsecured claim.  St. Paul has also requested that the Debtors
seek to resolve the Solow Judgment and the Solow Appeal.

To avoid dispute, the Debtors and St. Paul agree that:

   -- the Debtors' automatic stay would be lifted so that the
      Debtors can pursue their appeal of the Solow Judgment, for
      which St. Paul issued the Solow Appeal Bond;

   -- St. Paul's claims on account of the Solow Appeal Bond will
      be handled under specific, agreed-upon criteria; and

   -- St. Paul will withdraw certain objections it has raised to
      the Debtors' Plan and Disclosure Statement.

Specifically, the Stipulation provides that St. Paul will have an
allowed General Unsecured Claim under the Plan on account of the
St.Paul-Solow Claim and the present amount will be in the sum of
$1.00.  However, if and when St. Paul makes any payments required
under the Solow Appeal Bond or makes any payments for fees, costs
and expense relating to or in connection with the Solow Appeal or
in defending any claims made against the Solow Appeal Bond, the
allowed St. Paul-Solow General Unsecured Claim will be equal to
the amounts paid by St. Paul as required under the Solow Appeal
Bond, plus any reasonable amounts paid by St. Paul for fees,
costs, and expenses relating to or in connection with the Solow
Appeal or in defending any claim or claims made against the Solow
Appeal Bond.  Moreover, St. Paul will be entitled to its
appropriate distribution under the Plan for the allowed St.
Paul-Solow General Unsecured Claim in the amounts of the Solow
Appeal Bond Payment and the Solow Appeal Bond Expense Payments.

The Stipulation further resolves any issues that may arise under
Section 502(e) of the Bankruptcy Code with respect to the St.
Paul-Solow General Unsecured Claim, the Solow Appeal Bond Payment
and the Solow Appeal Bond Expense Payments:

   (a) While the allowed St. Paul-Solow General Unsecured Claim
       is classified and treated for reimbursement in the present
       amount of $1.00, the St.Paul-Solow General Unsecured Claim
       will become an uncontested, not subject to objection, and
       allowed claim for reimbursement for the amount of and at
       the time of the Solow Appeal Bond Payment;

   (b) The allowed St. Paul-Solow General Unsecured Claim will
       also become an allowed claim for reimbursement for the
       amount of and at the time of the Solow Appeal Bond Expense
       Payments, subject to the right of the Debtors to timely
       object to the reasonableness of and the amount of the
       Solow Appeal Bond Expense Payments; and

   (c) As contemplated by the Disclosure Statement and the Plan,
       at the resolution of the Solow Appeal, St. Paul's
       contingent liability under the Solow Appeal Bond will
       become fixed at the time that St. Paul makes any Solow
       Appeal Bond Payment and any Solow Appeal Bond Expense
       Payments.

The Debtors believe that if they are successful with their appeal,
then it could potentially result in the elimination of a
significant, prepetition claim against their estates.  The
Stipulation also provides for guidelines concerning the treatment
of the St. Paul-Solow Claim and is advantageous to the Debtors'
estates because it eliminates one of the current impediments to
the confirmation of their Plan.

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)


WINN-DIXIE: Files for Chapter Protection in S.D. New York
---------------------------------------------------------
Winn-Dixie Stores, Inc., and 23 of its U.S. subsidiaries filed
voluntary chapter 11 petitions in the United States Bankruptcy
Court for the Southern District of New York on Feb. 21, in order
to address the financial and operational challenges that have
hampered its performance.

All 920 Winn-Dixie stores in eight states and the Bahamas are open
and serving customers.  The Company's Customer Reward Card is
being honored as usual and all other customer programs and
policies, including those pertaining to coupons, gift cards and
refunds, remain in effect.

Winn-Dixie intends to use the reorganization process to take
additional action to improve its operations and financial
performance and strengthen its business.  The Company is moving
forward with new sales and merchandising initiatives to improve
its customers' shopping experience and help drive sales growth
across its chain.  Also, as part of its Chapter 11 restructuring,
the Company will implement further asset rationalization,
additional asset sales and expense reduction plans to enhance
productivity and take best advantage of its asset base.  The
Company is also taking steps to substantially reduce its lease
obligations on previously closed stores.

Peter Lynch, President and Chief Executive Officer of Winn-Dixie,
said: "We intend to use this reorganization process to take the
actions necessary to position Winn-Dixie for future success.  This
includes achieving significant cost reductions, improving the
merchandising and customer service in all locations and generating
a sense of excitement in the stores.  We deeply regret any adverse
impact the Chapter 11 filing may have on our associates, vendors,
shareholders and business partners.  However, having spent the
last two months taking an in-depth look at the Company and
visiting over 50 stores across our chain, I am convinced that the
Chapter 11 process will give us the opportunity we need to
restructure our finances, strengthen our business performance and
achieve a sustained turnaround at Winn-Dixie."

Mr. Lynch continued, "We will focus on increasing sales quickly
and cost-effectively across the chain by improving the execution
of merchandising and sales-focused initiatives, reinvigorating the
Company's store associates, and restoring a sales-driven culture
across the organization.  These plans include enhancing Winn-
Dixie's perishables offerings and other product merchandising, as
well as implementing store sales competitions and other
initiatives to motivate associates to drive sales."

Also, Mr. Lynch said, Winn-Dixie intends to:

   -- Evaluate the performance of every store and the terms of
      every lease in the Company's real estate portfolio with the
      objective of achieving a rationalized store "footprint" that
      allows the Company to operate profitably and increase cash
      flow and return on invested capital;

   -- Seek Bankruptcy Court approval to immediately terminate the
      leases of two warehouses and approximately 150 stores that
      were closed previously, resulting in an annual cash savings
      of approximately $60 million; and

   -- Pursue all opportunities to further reduce annual expenses
      and to sell non-core assets, including all remaining
      manufacturing operations.

No final decisions regarding any additional store closings or
market departures, beyond those previously announced by the
Company, have been made at this time.  The Company will announce
any such decisions at a later date.

Winn-Dixie has filed more than 25 "First Day Motions" in the
Bankruptcy Court in New York to support its associates and
vendors, together with its customers and other stakeholders.
The court filings include requests to ensure that the Company will
not have any interruption in maintaining the freshest products in
its stores, honor its advertised and Customer Rewards Card
specials, and ensure no disruption in its interaction with
customers.

Company associates are being paid in the usual manner and their
health and welfare benefits are expected to continue without
disruption.  The Company's 401(k) profit sharing plan is
maintained independently of the Company and is protected under
federal law.  The plan will continue to be administered as usual.

In its most recent quarterly report on Form 10-Q, Winn-Dixie
reported total assets of $2.2 billion and total liabilities of
$1.9 billion, on a consolidated basis, as of Jan. 12, 2005.
The Company's subsidiary in the Bahamas was not included in the
Chapter 11 filing and is operating as normal.  WIN General
Insurance, Inc., the Company's captive insurance entity, also was
not included in the filing.

Winn-Dixie's legal advisors are Skadden, Arps, Slate, Meagher &
Flom LLP and King & Spalding LLP.  The Company's financial
advisors are XRoads Solutions Group LLC and The Blackstone Group
LP.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  David J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom, LLP, and King & Spalding LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.

The Troubled Company Reporter initiated coverage about Winn-Dixie
on Dec. 22, 2000.

As reported in the Troubled Company Reporter on Feb. 18, 2005,
Q Investments reportedly holds one-third of Winn-Dixie's
$300 million of outstanding 8-7/8% Senior Notes due 2008.
Q Investments, which manages $2 billion in investments, Jon
Springer at Supermarket News reports, is associated with a
group that late last year purchased the Minyard's Food Stores
chain in Texas.


WINN-DIXIE STORES: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Winn-Dixie Stores, Inc.
             5050 Edgewood Court
             Jacksonville, Florida 32254

Bankruptcy Case No.: 05-11063

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Dixie Stores, Inc.                         05-11061
      Table Supply Food Stores Co., Inc.         05-11062
      Astor Products, Inc.                       05-11064
      Crackin' Good, Inc.                        05-11065
      Deep South Distributors, Inc.              05-11066
      Deep South Products, Inc.                  05-11067
      Dixie Darling Bakers, Inc.                 05-11068
      Dixie-Home Stores, Inc.                    05-11069
      Dixie Packers, Inc.                        05-11070
      Dixie Spirits, Inc.                        05-11071
      Economy Wholesale Distributors, Inc.       05-11072
      Foodway Stores, Inc.                       05-11073
      Kwik Chek Supermarkets, Inc.               05-11074
      Sunbelt Products, Inc.                     05-11075
      Sundown Sales, Inc.                        05-11076
      Superior Food Company                      05-11077
      WD Brand Prestige Steaks, Inc.             05-11078
      Winn-Dixie Handyman, Inc.                  05-11079
      Winn-Dixie Logistics, Inc.                 05-11080
      Winn-Dixie Montgomery, Inc.                05-11081
      Winn-Dixie Procurement, Inc.               05-11082
      Winn-Dixie Raleigh, Inc.                   05-11083
      Winn-Dixie Supermarkets, Inc.              05-11084

Type of Business: The Debtor is a food and drug retailer operating
                  in the southeastern United States.
                  See http://www.winn-dixie.com/

Chapter 11 Petition Date: February 21, 2005

Court: Southern District of New York (Manhattan)

Debtors' Counsel: D. J. Baker, Esq.
                  Sally McDonald Henry, Esq.
                  Rosalie Walker Gray, Esq.
                  SKADDEN ARPS SLATE MEAGHER & FLOM, LLP
                  Four Times Square
                  New York, NY 10036
                  Tel: 212-735-2150
                  Fax: 917-777-2150

                        - and -

                  Sarah Robinson Borders, Esq.
                  Brian C. Walsh, Esq.
                  KING & SPALDING LLP
                  191 Peachtree Street
                  Atlanta, GA 30303
                  Telephone: (404) 572-4600
                  Facsimile: (404) 572-5100

Debtors'
Financial
Advisor:          Paul P. Huffard
                  Senior Managing Director
                  BLACKSTONE GROUP L.P.
                  345 Park Avenue
                  New York, NY 10010

Debtors'
Business &
Strategic
Consultants:      BAIN & COMPANY
                  The Monarch Tower, Suite 1200
                  3424 Peachtree Road
                  Atlanta, GA 30326

Debtors'
Financial &
Operations
Restructuring
Consultants:      Dennis I. Simon
                  Managing Principal
                  XROADS SOLUTIONS GROUP, LLC
                  400 Madison Avenue, 3rd Floor
                  New York, NY 10017
                  Telephone (212) 610-5600
                  Fax (212) 610-5601

Debtors'
Special Corporate
Finance Counsel:  Kenneth M. Kirschner, Esq.
                  KIRSCHNER & LEGLER, P.A.
                  300A Wharfside Way
                  Jacksonville, FL 32207

Debtors'
Special Real
Estate Counsel:   Douglas G. Stanford, Esq.
                  Andrew K. Daw, Esq.
                  Diana Ross-Butler, Esq.
                  Simone S. Kenyon, Esq.
                  Walter C. Little, Esq.
                  SMITH, GAMBRELL & RUSSELL, LLP
                  Bank of America Tower
                  50 N. Laura Street, Suite 2600
                  Jacksonville, FL 32202

Claims Agent:     Kathleen M. Logan
                  President
                  LOGAN & COMPANY, INC.
                  546 Valley Road, Second Floor
                  Upper Montclair, NJ 07043
                  Telephone (973) 509-3190
                  Fax (973) 509-3191

Financial Condition as of January 12, 2005:

      Total Assets: $2,235,557,000

      Total Debts:  $1,870,785,000

Debtors' Consolidated List of 50 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Wilmington Trust Company,     Indenture Trustee     $300,000,000
as Indenture Trustee          for Noteholders
Rodney Square North
Wilmington, DE 19890
Tel: (302) 651-1343
Fax: (302) 652-8882

Capital Research and          Noteholder             $44,950,000
Management Company
American Funds
333 South Hope Street
Los Angeles, CA 90071
Attn: Abner D. Goldstine
Tel: (213) 486-9200
Fax: (213) 486-9217

Vanguard Group Incorporated   Noteholder             $23,585,000
The Vanguard Group
P. O. Box 2600
Valley Forge, PA 19482
Attn: Earl E. McEvoy
Tel: (610) 669-1000
Fax: (610) 669-6605

Kraft (Kraft Foods, Kraft     Trade Debt             $15,069,002
Pizza, Nabisco)
22541 Network Place
Chicago, IL 60673
Attn: Sandra Schirmang,
Director of Credit
Tel: (847) 646-6719
Fax: (847) 646-4479

Pepsico & Subsidiaries        Trade Debt             $14,560,373
P. O. Box 844700
Dallas, TX 75284
Attn: Marty Scaminaci,
Director Financial
Services
Tel: (847) 483-7285

Ameriprime Funds              Noteholder              $9,925,000
IMS Capital Management
8995 SE Otty Road
Portland, OR 97266
Attn: Carl W. Marker
Tel: (800) 408-8014
Fax: (503) 788-4100

Proctor & Gamble              Trade Debt              $6,068,365
Distributing Co.
P. O. Box 100537
Atlanta, GA 30384
Attn: Jay Jones,
Credit Manager
Tel: (513) 774-1782

Nestle (Nestle USA,           Trade Debt              $4,257,179
Nestle Purina, Nestle
Water)
P. O. Box 277817
Atlanta, GA 30384
Attn: Peter B. Knox,
Director of Credit and
Collections
Tel: (818) 549-5779
Fax: (818) 326-7447

General Mills Inc.            Trade Debt              $3,686,114
P. O. Box 101412
Atlanta, GA 30392
Attn: Terri Johnson,
Account Operation
Development Manager
Tel: (763) 293-2354

Unilever (HPC USA &           Trade Debt              $3,017,094
Best Foods)
1 Johns Street
Clinton, CT 06413
Attn: Richard Bellis,
Credit Manager
Tel: (800) 726-9866
Fax: (630) 955-2720

Florida Coca-Cola             Trade Debt              $2,953,207
P. O. Box 30000
Orlando, FL 32891
Attn: Dick Stiteler,
Director of Customer
Financial Services
Tel: (813) 569-3708
Fax: (813) 569-3783

ConAgra Grocery Products Co.  Trade Debt              $2,797,845
P. O. Box 409626
Atlanta, GA 30384
Attn: Robert Ellis, Corp
Credit Analysis Manager
Tel: (402) 998-2770
Fax: (402) 516-3751

Kimberly Clark                Trade Debt              $2,393,060
P. O. Box 915003
Dallas, TX 75391
Attn: Ted C. Banker, Sr.
Credit Manager
Tel: (865) 541-7602
Fax: (865) 541-7640

Reliance Standard Life        Noteholder              $2,150,000
Insurance Company
2001 Market Street, Suite 1500
Philadelphia, PA 19103
Attn: Earl E. McEvoy
Tel: (267) 256-3500
Fax: (267) 256-3532

McKee Foods Corporation       Trade Debt              $2,063,108
P. O. Box 2118
Collegedale, TN 37315
Attn: Valerie Phillips,
Sr. Credit Manager
Tel: (423) 238-7111
Fax: (423)-238-7196

Sara Lee Foods                Trade Debt              $1,979,199
P. O. Box 905466
Charlotte, NC 28290
Attn: Joel Cartright,
Credit Manager
Tel: (513) 936-2406
Fax: (513) 936-2480

US Bank Corporation           Trade Debt              $1,850,000
P. O. Box 790428
St. Louis, MO 63179
Attn: Angela Trudeau,
VP Relationship Management
Tel: (612) 973-1339

Gourmet Award Foods Mid       Trade Debt              $1,712,776
Atlantic
4055 Deerpark Boulevard
Elkton, FL 32033
Attn: Mark Kellum,
National Account Manger
Tel: (864) 444-5472
Fax: (904) 825-2054

Good Humor Breyers Ice        Trade Debt              $1,699,429
Cream
P. O. Box 75604
Charlotte, NC 28275
Attn: Craig Stargardt,
Credit Manager
Tel: (920) 497-6310
Fax: (920) 497-6583

Keebler Company               Trade Debt              $1,690,095
P. O. Box 73451
Chicago, IL 60673
Attn: Dan Gilroy
Tel: (404) 559-4540 ext 114
Fax: (404) 559-4565

CH Robinson Worldwide Inc.    Trade Debt              $1,567,192
P. O. Box 9121
Minneapolis, MN 55480
Attn: Teresa Bellman,
Controller
Tel: (952) 937-6711
Fax: (952) 937-6703

Del Monte Foods USA           Trade Debt              $1,523,117
1336 Solutions Center
Chicago, IL 60677
Attn: Frank Buckstein,
Manager Credit and
Collections
Tel: (412) 222-8045
Fax: (412) 222-2938

Fin Tech                      Trade Debt              $1,500,000
4720 W. Cypress St.
Tampa, FL 33607
Attn: Doug Wilhelm
Tel: (800) 572-0854
Fax: (813) 289-5599

Powerhouse Produce LLC        Trade Debt              $1,380,436
P. O. Box 368
Riverhead, NY 11901
Attn: James Banks,
Account Manger
Tel: (631) 474-4673
Fax: (631) 369-7031

Gillette Company              Trade Debt              $1,356,588
P. O. Box 100800
Atlanta, GA 30384
Attn: Mary Trahan,
Credit Manager
Tel: (617) 463-9450

Coca-Cola Bottling Works      Trade Debt              $1,349,229
300 Coca-Cola Road
Charlotte, NC 28275
Attn: Dick Stiteler,
Director of Customer
Financial Services
Tel: (813) 569-3708
Fax: (813) 569-3783

Schreiber Foods, Inc.         Trade Debt              $1,348,983
P. O. Box 905008
Charlotte, NC 28290
Attn: Kris Skupas,
Credit Manager
Tel: (920) 455-6423
Fax: (800) 439-7634

Campbell Soup Co.             Trade Debt              $1,325,196
P. O. Box 101407
Atlanta, GA 30392
Attn: Maureen Hart,
Sr. Credit Manager
Tel: (856) 317-3123
Fax: (856) 342-3878

Georgia Pacific Corp.         Trade Debt              $1,318,376
P. O. Box 102487
Atlanta, GA 30368
Attn: Bob Moon,
Credit Manager
Tel: (770)-619-2214
Fax: (770) 619-0229

Ross Laboratories             Trade Debt              $1,316,295
Dept L-281
Columbus, OH 43260
Attn: Phil Polk, Controller
Tel: (614) 624-5627
Fax: (614) 624-2751

Clorox Sales Co - KPD         Trade Debt              $1,313,037
P. O. Box 66123
Charlotte, NC 28275
Attn: Sybil Shaw,
Credit Manager
Tel: (678) 893-8805
Fax: (678) 893-8833

Kellogg Sales Company         Trade Debt              $1,274,260
P. O. Box 905193
Charlotte, NC 28290
Attn: Ron Mospek,
Credit Manager
Tel: (269) 961-2262
Fax: (888) 886-3190

Johnson & Johnson             Trade Debt              $1,268,232
P. O. Box 751059
Charlotte, NC 28275
Attn: John Wernicki,
National Sales Director
Tel: (800) 932-3025
Fax: (908) 243-0437

Riverdale Farms               Trade Debt              $1,228,022
P. O. Box 861093
Orlando, FL 32886
Attn: Vanessa Fernandez,
Controller
Tel: (305) 592-5760
Fax: (305) 592-5760

Anderson News LLC             Trade Debt              $1,225,488
P. O. Box 52570
Knoxville, TN 37950
Attn: Jennifer Voss,
VP Accounting
Tel: (800) 550-5713
Fax: (965) 584-1169

Fortis Benefits Insurance     Noteholder              $1,175,000
Company
P. O. Box 3050
Milwaukee, WI 53201
Attn: Becky Culver
Tel: (262) 798-2620

Safe Harbor Seafood           Trade Debt              $1,154,897
4371 Ocean Street
Mayport, FL 32233
Attn: Jack Jones, CFO
Tel: (904) 246-4911
Fax: (904) 249-0255

Louisiana Coca-Cola           Trade Debt              $1,131,296
1314 Eraste Landry Road
Lafayette, LA 70506
Attn: Dick Stiteler, Director
of Customer Financial
Tel: 904-616-4295

Edy's Grand Ice Cream         Trade Debt              $1,105,270
P. O. Box 406247
Atlanta, GA 30384
Attn: Fred Pomerantz,
Credit Manager
Tel: (510) 601-4312
Fax: (510) 601-4200

Goodman & Co. Investment      Noteholder              $1,100,000
Counsel
Scotia Plaza
55th Floor
40 King Street West
Toronto, Ontario M5H 4A9
Attn: Christy Yip
Tel: (416) 363-9097
Fax: (416) 865-3463

Wyeth Consumer Healthcare     Trade Debt              $1,071,297
P. O. Box 75296
Charlotte, NC 28275
Attn: Larry Sanders,
VP Global Finance
Tel: (973) 660-6623
Fax: (973) 660-6623

Warner Lambert Consumer       Trade Debt              $1,044,914
Group
400 West Lincoln Avenue
Lititz, PA 17543
Attn: Andy Helveston
Tel: (973) 385-4963
Fax: (800) 250-4788

Gerber Products Company       Trade Debt              $1,044,436
445 State St.
Freemont, MI 49413
Attn: Jeff Talee,
Finance Manager
Tel: (231) 928-2000
Fax: (901) 320-2884

Wellington Management Co.     Noteholder              $1,030,000
LLP
Gateway Center Three
100 Mulberry Street
Newark, NJ 07102
Attn: Earl E. McEvoy

Securities Management and     Noteholder              $1,000,000
Research, Inc.
24500 South Shore Blvd.
Suite 400
League City, TX 77573
Attn: Sherry Baker
Tel: (281) 334-2469
Fax: (409) 621-7529

Coca-Cola Bottling Co.        Trade Debt                $993,280
300 Coca-Cola Rd
Charlotte, NC 28275
Attn: Julie Polanis,
Credit Manager
Tel: (704) 557-4038

Sanderson Farms               Trade Debt                $991,457
P. O. Box 988
Laurel, MS 39441
Attn: Neal Morgan,
Director of Sales
Tel: (800) 267-1510
Fax: (601) 426-1503

DLJ Produce, Inc.             Trade Debt                $947,961
P. O. Box 2398
West Covina, CA 91793
Attn: Alan Yoshidone,
Controller
Tel: (626) 330-6849
Fax: (626) 330-6579

Schering Plough Health Care   Trade Debt                $931,674
P. O. Box 100373
Atlanta, GA 30384
Mike Davis, Group Leader
Southern Region
Tel: (908) 679-1527

Aviva Life Insurance Company  Noteholder                $775,000
108 Myrtle Street
Newport Office Park
Attn: Elizabeth Anne Dowd
Tel: (617) 405-6000
Fax: (866) 295-0061


WINN-DIXIE: Wachovia Bank Extends $800 Million of DIP Financing
---------------------------------------------------------------
Winn-Dixie Stores, Inc., has secured an $800 million
debtor-in-possession financing facility from Wachovia Bank, N.A.
Subject to court approval, the DIP credit facility, which replaces
the Company's previous $600 million credit line, will be used to
supplement the Company's cash flow during the reorganization
process under chapter 11 of the U.S. Bankruptcy Code.

Following the recent announcement of Winn-Dixie's second quarter
financial results, in which the Company reported increased losses
and reduced liquidity, coupled with subsequent credit downgrades
from the major debt rating agencies, Winn-Dixie experienced a
tightening of trade credit from some of its vendors, which further
reduced its cash availability.  As a result, the Company
concluded, after consultation with its advisors, that its
interests and the interests of its creditors, associates,
customers, and the communities in which it operates will be best
served by continuing its turnaround by reorganizing under Chapter
11 of the Bankruptcy Code.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  David J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom, LLP, and King & Spalding LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.

                          *     *     *

The Troubled Company Reporter initiated coverage about Winn-Dixie
on Dec. 22, 2000.

As reported in the Troubled Company Reporter on Feb. 18, 2005,
Q Investments reportedly holds one-third of Winn-Dixie's
$300 million of outstanding 8-7/8% Senior Notes due 2008.
Q Investments, which manages $2 billion in investments, Jon
Springer at Supermarket News reports, is associated with a
group that late last year purchased the Minyard's Food Stores
chain in Texas.



WISTON XIV: Files Schedules of Assets & Liabilities in Nebraska
---------------------------------------------------------------
Wiston XIV Limited Partnership filed on Feb. 21, 2005, its
Schedules of Assets and Liabilities with the U.S. Bankruptcy Court
for the District of Nebraska, disclosing:

       Name of Schedule        Assets        Liabilities
       ----------------        ------        -----------
     A. Real Property       $10,200,000
     B. Personal Property       154,295
     C. Property Claimed
        As Exempt
     D. Creditors Holding
        Secured Claims                       $11,452,543
     E. Creditors Holding
        Unsecured Priority
        Claims
     F. Creditors Holding
        Unsecured
        Nonpriority Claims                       191,210
                           -----------       -----------
        Total              $10,354,295       $11,643,753

Headquartered in Stilwell, Kansas, Wiston XIV Limited Partnership
filed for chapter 11 protection on Jan. 5, 2005 (Bankr. D. Nebr.
Case No. 05-80037).  Robert V. Ginn, Esq., at Brashear & Ginn,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and estimated debts
from $10 million to $50 million.


WODO LLC: Foster Pepper Approved as Creditors Committee Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
gave the Official Committee of Unsecured Creditors of Wodo, LLC,
permission to employ Foster Pepper & Shefelman PLLC, as its
counsel.

Foster Pepper will:

   a) advise the Committee with regards to its powers, duties and
      responsibilities in the Debtor's chapter 11 case;

   b) provide legal advice to the Committee with respect to the
      management and reorganization of the Debtor's business and
      properties;

   c) defend and represent the Committee in the Debtor's court and
      bankruptcy proceedings; and

   d) perform all other legal services to the Committee that are
      necessary in the Debtor's chapter 11 case.

Jack J. Cullen, Esq., a Member at Foster Pepper, is the lead
attorney for the Committee.  Mr. Cullen will bill the Debtor
$360 per hour for his services.

Mr. Cullen reports Foster Pepper's professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Members                  $360
    Associates               $225
    Paralegals               $100

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

Headquartered in Bellingham, Washington, Wodo, LLC, fka Trillium
Commons, LLC, is a real estate company.  The Company filed for
chapter 11 protection on January 18, 2005 (Bankr. W.D. Wash. Case
No. 05-10556).  Gayle E. Bush, Esq., at Bush Strout & Kornfeld
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


YUKOS OIL: Court To Rule on Dismissal Motion This Week
------------------------------------------------------
Seven shareholders and a secured creditor joined in Yukos Oil
Company's response to Deutsche Bank's Motion to Dismiss the
bankruptcy case, and incorporate in full Yukos' arguments:

    (1) Capital International, Inc., as investment advisor to
        Emerging Markets Growth Fund, Inc. and Capital
        International Emerging Markets Fund,

    (2) Prosperity Capital Management (UK) Limited,

    (3) Fran Scola, as investment advisor to Stonor Group Limited,

    (4) Dirndale Limited,

    (5) Grand Matanzaz Limited,

    (6) Hulley Enterprises, Ltd.,

    (7) Yukos Universal Ltd.

    (8) Moravel Investments Ltd., an affiliate of Hulley and Yukos
        Universal, and a secured creditor of Yukos Oil Company.

                    Pre-trial Statements Filed

(1) Deutsche Bank

According to Jeffrey E. Spiers, Esq., at Andrews Kurth, LLP, in
Houston, Texas, the Court relied on the "credibility" of the
testimony of Bruce Misamore, Yukos chief financial officer, in
deciding to grant the temporary restraining order prohibiting
certain potential bidders and each of the other defendants except
the Russian Federation from participating in the auction of
Yuganskneftegas, Yukos' main oil producing unit.

Deutsche Bank AG, after the benefit of discovery, asserts that
Mr. Misamore's testimony was not credible in a number of
respects.

During discovery, Deutsche Bank learned that the only two bases
Yukos continues to claim as assets as of the Petition Date are:

    (i) a laptop, which Mr. Misamore brought on the plane with him
        from London to Houston, which may not have even been
        purchased by Yukos; and

   (ii) approximately $480,000, which was transferred from a non-
        debtor entity, to the bank account of Yukos USA, a non-
        debtor subsidiary, less than two hours before Yukos filed
        its bankruptcy petition.

Mr. Spiers asserts that neither the laptop nor the $480,000 is a
"property" of Yukos for purposes of Section 109(a) of the
Bankruptcy Code.

"Given that Yukos is merely a shell corporation, the only
interests possibly served by Yukos' bankruptcy filing in the
United States are that of Yukos' management, who themselves are
employees of, and paid by, an entity other than Yukos," Mr.
Spiers tells Judge Clark.  "Moreover, aside from not conducting
any actual business operations in Russia or elsewhere, Yukos owns
no real or personal property in the United States."

Evidence will show that Yukos orchestrated an elaborate scheme,
which included manipulating documents and making repeated
misrepresentations to the Court, in an attempt to create and
enhance an argument in support of eligibility as a debtor under
Section 109, Mr. Spiers continues.

Mr. Spiers points out that Yukos made material misstatements and
has omitted to inform the Court of relevant information on
numerous occasions:

    * At the TRO Hearing, Mr. Misamore testified that Yukos had
      $2 million in cash that it owned on deposit in a bank
      account in the name of Yukos USA.  Discovery showed that as
      of the Petition Date, the account contained at most
      $480,590.32, transferred to it from a Fulbright & Jaworski
      trust account within two hours prior to the Chapter 11
      filing.

    * Yukos continues to represent to the Court that it borrowed
      $1.5 million, which it then deposited into the Yukos USA
      account prepetition, when in fact the loan did not occur
      until postpetition, and Yukos USA, not Yukos, was the
      borrower.

    * Yukos continues to mislead the Court into believing that the
      funds on deposit at Yukos USA will be necessary to fund
      Yukos' postpetition operations when in fact Yukos has no
      postpetition operations, and the purpose of the money is
      merely to "create a better case for jurisdiction" and Yukos
      always intended that the money "will just be placed on
      deposit for the time being and not spent . . . " and "will
      be sort of an advance for safe keeping. . . ."

    * Yukos has deliberately back-dated documents and "re-
      documented" prior transactions, as late as mid-January, in
      an effort to mislead the Court as to whether or not Yukos
      has property in the United States sufficient to support
      eligibility under Section 109.

    * At the TRO Hearing, Yukos did not disclose to the Court that
      it had already filed an application with the European Court
      for Human Rights.  This in spite of the fact that at the
      time, Yukos had already received notification from the
      European Court that:

         (i) it was considering a series of issues related to the
             tax and criminal claims against Yukos, including
             seizure of the YNG Shares;

        (ii) it asked the Russian Federation and Yukos to provide
             answers to various questions with respect to these
             issues; and

       (iii) it had given priority to Yukos' case.

    * Yukos would have the Court believe that it could not file
      for bankruptcy in Russia without the consent of its
      shareholders.  This is false.  The TRO Opinion states:

         ". . . concluding that Yukos 'has made a showing that it
         needs a short additional time to hold its shareholder
         meeting scheduled for December 20, 2004, and may elect to
         file for bankruptcy under Russian law. . . .'"

      Furthermore, what Yukos has not since disclosed to the Court
      is that the cancellation of the meeting was at the request
      of a Yukos shareholder, who sought a court ruling resulting
      in the postponement of the meeting.

    * Yukos represented that it owns all of the common stock
      of Yukos USA.  But, according to Yukos' own documents, Yukos
      International U.K. BV, a non-debtor company, owns all of the
      shares of the common stock of Yukos USA.

    * To justify its failure to file for bankruptcy in Russia,
      Yukos asserted that Russia's bankruptcy system is aimed at
      liquidation, not reorganization.  However, Russian
      insolvency law provides for reorganization.  Moreover,
      Yukos' so-called "reorganization" plan, which it filed with
      the Court on February 11, 2005, is, in essence, a
      liquidating plan.

Accordingly, Deutsche Bank asks the Court to dismiss Yukos'
bankruptcy petition for one or more of these reasons:

    (a) Yukos is ineligible to be a debtor under the Bankruptcy
        Code;

    (b) Yukos attempted to manufacture eligibility;

    (c) Yukos' bankruptcy petition was filed in bad faith;

    (d) The act of state doctrine and considerations of
        international comity require dismissal; and

    (e) The doctrine of forum non conveniens warrants dismissal.

A full-text copy of Deutsche Bank's 46-page Pre-Trial Brief is
available at no charge at:

      http://www.yukosbankruptcy.com/pdf/pleadings/main/137.pdf


(2) Yukos Oil Company

"When a company such as Yukos Oil Company is subjected to
massive, politically motivated, unlawful actions in the form of
over $27.5 billion of illegal taxes in an 8-month period, it
harms the company in a fundamental way that affects all of the
company's creditors and shareholders," Zack A. Clement, Esq., at
Fulbright & Jaworski, in Houston, Texas, tells Judge Clark.  "A
bankruptcy case is the only kind of legal proceeding that can
deal with this set of problems."

Mr. Clement asserts that the U.S. Bankruptcy Court has
jurisdiction over Yukos' case.  Mr. Clement contends that there
is every reason for the Bankruptcy Court to:

    (a) keep the case;

    (b) order that, if the Russian Government files a proof of
        claim, that claim and related disputes will be sent to an
        arbitration, as the Russian Government has agreed;

    (c) continue issuing orders enforcing the automatic stay and
        requiring money damages of people who violate it; and

    (d) confirm Yukos' Plan, which will permit Yukos to reorganize
        and, in any event, to assign its causes of action to a
        Litigation Trust, which will pursue those claims for the
        benefit of Yukos' creditors and shareholders.

Mr. Clement argues that there was no improper manufacturing of
jurisdiction and nothing nefarious about Yukos' decision to file
a Chapter 11 case.  Bruce Misamore fled to the United States with
his wife before Yukos knew it could file a Chapter 11 case in the
United States.  Mr. Misamore's work from his home in Houston, the
decision to file bankruptcy, and the transfer of Yukos' funds to
the United States, were all undertaken to protect the value of
Yukos' assets for the benefit of all of its creditors and
shareholders.  Furthermore, Yukos did not file for bankruptcy in
bad faith.  Mr. Clement insists that the Russian Government
forced Yukos into bankruptcy.

Deutsche Bank's experts opine that the Russian Government will
not enforce orders either from the Bankruptcy Court or from any
arbitral panel.  Mr. Clement argues that this does not mean that
the Court should refrain from entering appropriate orders.

According to Mr. Clement, the Russian Government will honor the
orders if it wants to appear fair to the world political
community and to the western markets, which must decide whether
to continue making investments in Russia.  The orders provide the
basis to hold the Russian Government and its political and
economic cohorts financially accountable for the harm they do as
they expropriate assets.  Moreover, Yukos will enforce any orders
from the Court and any arbitral awards it obtains.

A full-text copy of Yukos' 15-page Pre-Trial Statement is
available at no charge at:

     http://www.yukosbankruptcy.com/pdf/pleadings/main/132.pdf

                     Court to Decide This Week

The hearing to consider the U.S. Court's jurisdiction over Yukos
Oil Company's bankruptcy proceeding opened on Wednesday,
February 16, 2005, before Judge Letitia Clark in the United
States Bankruptcy Court for the Southern District of Texas.

Among the witnesses who appeared before the Court was Yukos Chief
Executive Officer Steven Theede, who currently lives in London.
Mr. Theede testified that Yukos sought bankruptcy protection in
the U.S. because he believed the company would not be allowed to
file for bankruptcy in Moscow.

Laurel Brubaker Calkins at Bloomberg News reports that Judge
Clark will consider Deutsche Bank's request to dismiss the Yukos
bankruptcy case this week.  "I do not anticipate ruling pretty
promptly," Judge Clark said.  "I do not anticipate ruling before
. . . Tuesday."

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


* Liquidation World Names Jonathan Hill President and CEO
---------------------------------------------------------
Liquidation World, Inc.'s (TSX:LQW) Board of Directors disclosed
changes to the current leadership structure of Liquidation World,
Inc.  The Office of the CEO, originally created following the
retirement of the Company's founder, will be abandoned immediately
in favour of a more clearly defined and focused management
structure.  Effective immediately, Jonathan Hill will assume the
position of President and CEO, with Darren Gillespie undertaking
the roles of President, Liquidation World Inc.'s subsidiary,
Liquidation World U.S.A. Inc., as well as Senior Executive Vice
President, Liquidation World Inc.

These changes will allow the company to more effectively
coordinate the implementation of its strategic plans and improve
management focus and accountability in both Canada and the United
States.

Leslie Landes, Chairman of the Board said: "We are pleased with
these changes and believe they are consistent with the Company's
efforts to apply best practices to governance and clear leadership
and accountability".

Mr. Hill began his career with Liquidation World in 1991 and
pioneered the Company's growth and development in Ontario. Since
that time, he has had a variety of management and operating
responsibilities including store operations, purchasing, real
estate and business development.  In 2003, Mr. Hill was named to
the Office of the CEO with primary responsibility for strategic
planning.

Mr. Hill said: "I am honored and excited to be entrusted with this
great responsibility and look forward to focusing on the effective
implementation of our plans for the Company".

Mr. Gillespie began his career with Liquidation World in 1993 and
has also held a variety of management and operating positions
since that time.  Mr. Gillespie has been responsible for
activities in such areas as real estate, marketing, the
development of the US operating region and the Liquidation World
Enterprises business, which provides store closing services for
third parties.

Mr. Gillespie said: "These changes will allow us to be more
effective in our areas of focus.  I am enthusiastic about the
opportunity to achieve our potential in the United States by
leveraging our existing infrastructure."

Mr. Wayne Mantika, formerly President and Co-CEO has decided to
pursue other interests and will not be continuing with the
Company.  He stated "I want to thank the Liquidation World
supporters and associates for their commitment over the years and
wish them the best of success in the future."

Liquidation World plays a fundamental role in addressing the
ever-present imperfections of the manufacturer-retailer
relationship.  The Company offers services that include the retail
liquidation of consumer merchandise through 104 outlets across
North America, as well as auctions and store-closure sales
management.  Liquidation World solves asset recovery problems in a
professional manner for the financial services industry, insurance
companies, manufacturers and other organizations.  Liquidation
World opened its first retail outlet in 1986 and is now the
largest liquidator in Canada, with more than 1,800 employees in
outlets and offices across Canada and the United States.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 2-3, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         New York, NY
            Contact: 1-800-260-4PLI; 212-824-5710; or info@pli.edu

March 3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (L.A.)
         The Century Plaza Los Angeles, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Bankruptcy Battleground West
      Looking Ahead to the Next Bankruptcy Cycle
         The Westin Century Plaza Hotel & Spa Los Angeles, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 7-9, 2005
   THE U.S. BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK AND
   THE U.S. BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK
      Mediator Skills Training
         USBC Alexander Hamilton Custom House, One Bowling Green,
         New York, NY
            Contact:
            http://www.nysb.uscourts.gov/pdf/mediator_training.pdf

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

March 10-12, 2005
   AMERICAN BAR ASSOCIATION
      Bench and Bar Bankruptcy Conference
         Washington, DC
            Contact:  800-238-2667-5147 or
                      http://www.abanet.org/jd/bankruptcy/

April 7-8, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         San Francisco, CA
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu

April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***