TCR_Public/050224.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, February 24, 2005, Vol. 9, No. 46

                          Headlines

1ST AMERICAN INVESTMENTS: Case Summary & Largest Unsec. Creditors
A.B. DICK: TRG Consultants to Wind Down Business by April
ADELPHIA COMMS: Wants to Sell 200,000 Class A UCOMA Shares
ALLIED WASTE: Soliciting Consents to Amend Senior Indentures
ALLIED WASTE: Board OKs Financing Plan to Deleverage Balance Sheet

ALLIED WASTE: S&P Rates Planned $3.45B Senior Sec. Facility at BB
AMERIKING: Trustee Taps Rieff Schramm as Real Estate Tax Counsel
ARMSTRONG HOLDINGS: Dist. Court Denies Confirmation of Plan
ASANTE TECHNOLOGIES: Burns 92% of Cash in One Year
ATA AIRLINES: Wants to Hire Ryan & Company as Tax Consultants

B&A CONSTRUCTION: Wants Access to Branch Banking's Cash Collateral
BERWALD PARTNERSHIP: Court Approves Amended Disclosure Statement
BIOMARIN PHARMACEUTICAL: Dec. 31 Equity Deficit is $68 Million
BMC INDUSTRIES: Administrative Expense Claim Deadline is March 18
CANDESCENT TECHNOLOGIES: Files Joint Plan of Reorganization

CATHOLIC CHURCH: Hamilton Rabinovitz Hiring Draws Fire in Tucson
CHARTWELL RESORTS: Voluntary Chapter 11 Case Summary
CHIQUITA BRANDS: Earns $25 Million of Net Income in Fourth Quarter
CHOICE ONE: Court Formally Closes Chapter 11 Cases
CONSOL ENERGY: Names P. Jerome Richey as VP & General Counsel

DONNKENNY INC: Creditors Must File Proofs of Claim by March 11
E*TRADE FINANCIAL: Hosting Annual Analyst Webcast Today & Tomorrow
EL PASO: Names Slate of Directors for Election at Annual Meeting
EL PASO: Declares $0.04 per Share Quarterly Common Stock Dividend
FEDEOLIVA USA LTD: Case Summary & 20 Largest Unsecured Creditors

FEDERAL-MOGUL: Has Until June 1 to Remove State Court Actions
FIRSTPLUS FINANCIAL: Trust Asks for Five-Year Extension of Life
FRESH CHOICE: Debtors' Exclusive Filing Period Expired on Feb. 5
G-FORCE: Fitch Puts Low-B Ratings on Six 2005-RR Certificates
GENTEK INC: Moody's Junks $135 Million Second-Lien Term Loan

GLOBAL CASINOS: Continuing Losses Trigger Going Concern Doubt
HATTERAS INCOME: Halts NYSE Trading & Begins Orderly Liquidation
HEADLINE MEDIA: Shareholders Approve Name Change to Score Media
HUFFY CORP: Wants Until June 17 to Make Lease-Related Decisions
IMPATH: Committee Taps Bridge Associates as Wind-Down Consultant

INDUSTRIAL ENT: Paying Stock Dividends for Power3 Medical Shares
INTERSTATE BAKERIES: Settles Service Warehouse Reclamation Claim
ISTAR FINANCIAL: Sets Exchange Ratio for TriNet's Senior Notes
JACK H. MCCLUNG: Voluntary Chapter 7 Case Summary
JEAN COUTU: Invests $24 Million in Its Canadian Operations

JOY GLOBAL: Board Declares Quarterly Cash Dividend
KAISER: Court Approves Alpart & Jamaica's Disclosure Statement
KAISER: Court Approves Australia & Finance's Disclosure Statement
LIN TV: Moody's Puts Ba1 Rating on $330MM Sr. Sec. Loan Facilities
MATRIA HEALTHCARE: Earns $1.6 Million of Net Income in 4th Qtr.

MAYWOOD CONSOLIDATED: Case Summary & 466 Largest Unsec. Creditors
MCI INC: Verizon's Acquisition of MCI Draws Mixed Reactions
MEDIACOM COMMS: Earns $2 Million of Net Income in Fourth Quarter
MERCER INT'L: Gets $10.9M from Underwriters' Purchase of Shares
MGM MIRAGE: Moody's Pares Rating on Sec. Sr. Notes to Ba2 from Ba1

MIRANT CORP: Wabash Holds $3.4M Allowed General Unsecured Claim
NATIONAL CENTURY: Court Stays Trust's Objections to Banks' Claims
NATIONAL ENERGY: Court Approves Yankee Gas Settlement Agreement
NEENAH PAPER: Offers Voluntary Odd-Lot Program to Shareholders
NORTHERN ROUTES: Case Summary & 17 Largest Unsecured Creditors

NOVOSTE CORP: Board Okays Unit's Wind-Down & Evaluates Options
OMNI FACILITY: Court Approves Amended Disclosure Statement
ORMET CORP: W. Va. House of Delegates Wants Ohio Facilities Sold
PARMALAT USA: Societe Generale & ING Object to Chapter 11 Plan
PETCO ANIMAL: Moody's Lifts Sr. Implied Rating to Ba2 from Ba3

POP3 MEDIA: $6.3M Accumulated Loss Triggers Going Concern Doubt
PRIMUS TELECOM: Dec. 31 Balance Sheet Upside-Down by $108.8 Mil.
PROGRESSIVE GAMING: S&P Reviewing Ratings for Possible Upgrade
RELIANCE GROUP: Commonwealth Court Approves Hannover Commutation
ROYAL CARIBBEAN: Moody's Lifts Sr. Unsec. Rating to Ba2 from Ba1

RURAL CELLULAR: Dec. 31 Balance Sheet Upside-Down by $596 Million
SIRVA WORLDWIDE: Moody's Reviews Ba3 Implied Rating for Downgrade
TAN BOOKS: Case Summary & 20 Largest Unsecured Creditors
TANGO INC: Directors Vote to Become Holding Company
TRUSSWAY INDUSTRIES: Creditors Must File Proofs of Claim by Mar. 1

TRUSSWAY INDUSTRIES: Can Employ Ordinary Course Professionals
U.S. CONCRETE: S&P Says Outlook on Single-B Ratings Now Stable
UAL CORP: Wants to Walk Away from 8 Boeing 737 Aircraft Leases
ULTIMATE ELECTRONICS: U.S. Trustee Picks 7-Member Creditors Comm.
WILLIAMSBURG APTS.: Case Summary & 13 Largest Unsecured Creditors

WINN-DIXIE: Has Immediate Access to $600 Million of DIP Financing
WINN-DIXIE: Stock Trades Under 'WNDXQ' Ticker in Pink Sheets
WINN-DIXIE: S&P Junks Series 1999-1 Certificates
WORTH MEDIA: Tesla Agrees to Subordinate $4.1 Million of Claim
YOHO RESOURCES: Gets $4,160,546 from Equity Private Placement

YUKOS OIL: To End Holding Company Structure in May 2005
ZIM CORP: Needs $2 Million to Operate Over the Next 12 Months

                          *********

1ST AMERICAN INVESTMENTS: Case Summary & Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: 1st American Investments, Ltd., LLC
        177 Neville Street
        Circleville, Ohio 43113

Bankruptcy Case No.: 05-01940

Chapter 11 Petition Date: February 11, 2005

Court: Southern District of Indiana (Indianapolis)

Judge: James Coachys

Debtor's Counsel: KC Cohen, Esq.
                  151 North Delaware Street, Suite 1104
                  Indianapolis, IN 46204
                  Tel: 317-715-1845
                  Fax: 317-916-0406

Total Assets: $1,130,491

Total Debts:  $1,610,218

Debtor's 7 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Bank One                      Operating loans/          $259,471
c/o Barren & Merry Co., LPA   judgment
200 E. Campus View Blvd.,
Ste. 200
Columbus, OH 43235

Luella Eakins                 9.32 acres                $232,054
1209 Dunhurst                 Secured value:
Circleville, OH 43113         $800,000
                              Senior lien:
                              $504,000

Jesse J. Eakins Trust         9.32 acres                $219,671
c/o John H. Farthing, atty.   Secured value:
233 S. Scioto St.             $800,000
Circleville, OH 43113         Senior lien:
                              $504,000

Dianne Reed                   9.32 acres                 $58,923
831 Winterberry Court         Secured value:
Ft Mitchell, KY 41017         $800,000
                              Senior lien:
                              $504,000

Shareholders under Workout    9.32 acres and 15          Unknown
Agreement                     acres
c/o Elliott D. Levin, Esq.    Secured value:
342 Masachusettes Ave,        $1,130,000
Ste. 500                      Senior lien:
Indianapolis, IN 46204        $1,024,000

Russell Eakins                9.32 acrers                $57,405
                              Secured value:
                              $800,000
                              Senior lien:
                              $504,000

Pickaway County Treasurer     Real estate tax             $9,693


A.B. DICK: TRG Consultants to Wind Down Business by April
---------------------------------------------------------
After they filed for bankruptcy, A.B. Dick Company and its
debtor-affiliates terminated Brian Longe as their Chief Executive
Officer and employed The Recovery Group, Inc., known as TRG, as
their turnaround and crisis manager.  TRG designated Stephen S.
Gray and John Calabrese as the Debtors' Chief Restructuring
Officer and Assistant Chief Restructuring Officer.  Together,
Messrs. Gray and Calabrese successfully managed the Debtors' day-
to-day postpetition business operations through the closing of the
sale of substantially all of the company's assets to Presstek and
Silver Acquisitions Corp.

TRG's role in the Debtors' cases as crisis managers concluded two
weeks after the Nov. 5, 2004 consummation of the Sale.  However,
certain of TRG's employees, including Mr. Gray and Mr. Calabrese
agreed to continue to provide services to the Debtors' estates on
an hourly basis for purposes, among other, of maximizing the
Debtors' remaining assets and supervising the Debtors' wind down.
The Debtors sought and obtained the Court's authority to retain
the TRG employees until Jan. 2005.

TRG, however, was unable to complete their various wind-down
duties by Jan. 31 due to a two-month delay caused by ongoing
negotiations among certain of the Debtors and Presstek over
various post-Sale transitional issues.

The Debtors sought and obtained the Court's authority to continue
retaining TRG through April 30, 2005, to help them:

   (1) pursue and liquidate potential assets such as vendor
       debits, insurance refunds, workers' compensation audits and
       tax refunds;

   (2) complete the analysis of potential preference actions;

   (3) manage the estates' cash and oversee the preparation of tax
       filings and winding down the U.S. companies;

   (4) comply with the United States Trustee's reporting
       requirements during the remainder of the cases; and

   (5) overseeing the payments of postpetition administrative
       expenses.

The Debtors want to specifically retain:

                                    Hourly Rate
                                    -----------
         Stephen S. Gray               $490
         John Calabrese                $395
         Robert Scharnecchia           $395
         Linda Hein                    $300
         Another TRG Consultant        $300

TRG has estimated that the cost of their services from February
through April will be around $145,000.

                           About TRG

TRG has provided turnaround and crisis management services to
businesses, creditors, lenders and investors for more than 20
years.  With a experienced senior management team and a staff of
40 consultants, TRG specializes in delivering comprehensive
solutions for troubled mid to large-cap businesses.

                        About A.B. Dick

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


ADELPHIA COMMS: Wants to Sell 200,000 Class A UCOMA Shares
----------------------------------------------------------
United Global Com, Inc., is an international broadband
communications provider of video, voice and Internet services,
with operations in 15 countries outside the United States.
UCOMA's network reaches approximately 12.7 million homes, and
serves about 7.5 million video subscribers, 730,000 voice
subscribers and 925,000 Internet subscribers.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that in June 2002, Adelphia Communications
Corporation and its debtor-affiliates sold 2.6 million of their
shares in UCOMA.  Since the June 2002 Sale, the price of the Stock
increased from $3.50 to $6.50 per share in July 2004.

On January 18, 2005, UCOMA entered into an agreement to merge with
Liberty Media.  Under the merger, the ACOM Debtors will have the
option to receive, for every share in UCOMA, $9.58 in cash or
$9.42 of expected value in Liberty Global stock, both of which are
below the current trading price of UCOMA.

The ACOM Debtors have around 200,000 remaining Class A shares in
UCOMA, which is currently trading at approximately $9.75 per
share.  In light of the relatively high current share price, the
Debtors believe that selling their remaining UCOMA shares at this
time is a sound financial decision.

Accordingly, the ACOM Debtors seek the permission of the U.S.
Bankruptcy Court for the Southern District of New York to sell
their interest in UCOMA through open market transactions.

The proceeds of the sale of the Stock will be used in accordance
with the terms of the ACOM Debtors' Amended and Restated Credit
and Guaranty Agreement dated August 26, 2002.

The ACOM Debtors believe that the sale of the Stock is justified
because:

    * they will realize a greater financial recovery by selling
      than by retaining the Stock;

    * the Stock has more than doubled in value over the last two
      and a half years; and

    * the Stock is not a core asset of the Debtors.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue No.
80; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED WASTE: Soliciting Consents to Amend Senior Indentures
------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) disclosed that as a
component of its comprehensive financing plan announced earlier
Tuesday, its wholly owned subsidiary, Allied Waste North America,
Inc., has commenced a cash tender offer for its outstanding
$600 million 7-5/8% senior notes due 2006 and its outstanding
$195 million 10% senior subordinated notes due 2009.

Under the terms of the offer, AWNA is offering to purchase the
outstanding 7-5/8% Notes for a tender consideration of $1,016.89
per $1,000, and the outstanding 10% Notes for consideration of
$1,050.00 per $1,000, in addition to paying accrued and unpaid
interest for the period up to but excluding the applicable
settlement date of the offer.  Holders who tender on or prior to
5:00 p.m. Eastern Time, on March 7, 2005, the "Consent Date," will
receive total consideration of $1,031.89 per $1,000 principal
amount of the 7-5/8% Notes and $1,053.75 per $1,000 principal
amount of the 10% Notes tendered by such time.  This includes the
tender consideration and a consent payment of $15.00 per $1,000
principal amount of 7-5/8% Notes tendered and $3.75 per $1,000
principal amount of 10% Notes tendered.

The tender offer will expire at 9:00 a.m. Eastern Time on
March 22, 2005, the "Expiration Date," unless extended or earlier
terminated.  Payments of the total consideration for Notes validly
tendered and not withdrawn before the Consent Date will be made
promptly after the Consent Date for the 7-5/8% Notes and promptly
after the Expiration Date for the 10% Notes.

In connection with the offer, AWNA is soliciting the consents of
holders of the 7-5/8% Notes and the 10% Notes to certain proposed
amendments to the indentures governing the Notes.  The primary
purpose of the solicitation and proposed amendments is to
eliminate substantially all of the restrictive covenants and
certain events of default and reduce the required notice period
contained in the optional redemption provisions of each indenture.
This press release does not constitute a notice of redemption
under the optional redemption provisions of the indentures
governing the Notes.

The tender offer is contingent upon the satisfaction of certain
conditions, including:

     (a) the receipt by Allied of approximately $825 million in
         gross proceeds through a combination of additional
         borrowings under its senior credit facility and one or
         more public and/or private securities offerings to be
         completed on or prior to the final settlement date (which
         will promptly follow the Expiration Date) and

     (b) the receipt of requisite consents in order to adopt the
         proposed amendments to the indentures governing the
         Notes.

Also, the offer for the 10% Notes is conditioned upon the
execution of a new senior credit facility refinancing Allied's
existing senior credit facility on or prior to the final
settlement date.  The tender offer is also subject to customary
closing conditions.  If any of the conditions are not satisfied,
AWNA is not obligated to accept for payment, purchase or pay for,
and may delay the acceptance for payment of, any tendered Notes,
and may terminate the tender offer.  Full details of the terms and
conditions of the tender offer are included in AWNA's offer to
purchase and consent solicitation, dated Feb. 22, 2005.

Requests for documents related to the tender offer may be directed
to D.F. King & Co., Inc., the Information Agent, at 888-628-9011
or 212-269-5550.

UBS Securities LLC will act as Dealer Manager for the tender
offer.  Questions regarding the Offer may be directed to UBS
Securities LLC at 888-722-9555 ext. 4210.

                        About the Company

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States. As of December 31, 2004, the Company served customers
through a network of 314 collection companies, 165 transfer
stations, 166 active landfills and 58 recycling facilities in 37
states.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Fitch Ratings has downgraded the ratings of Allied Waste
Industries, Inc. and its subsidiaries:

   -- Senior secured credit facility to 'BB-' from 'BB';
   -- Senior secured notes to 'B+ from 'BB-';
   -- Senior unsecured notes to 'B from 'B+';
   -- Senior subordinated notes to 'B- from 'B';
   -- Mandatory convertible preferred stock to 'CCC+ from 'B-'.

The Rating Outlook remains Negative. These actions cover
approximately $7.8 billion of securities.

As reported in the Troubled Company Reporter on Sept. 21, 2004,
Standard & Poor's Ratings Services revised its outlook on Allied
Waste Industries, Inc., to stable from positive. At the same
time, Standard & Poor's affirmed its ratings, including the 'BB'
corporate credit rating, on the company. About $8 billion of debt
is outstanding.

"The outlook revision is based on reduced earnings and cash flow
prospects for 2004, stemming primarily from lower-than-expected
results in the higher-margin landfill business and increased fleet
repair and maintenance costs, which more than offset gains in
lower-margin services, including collection," said Standard &
Poor's credit analyst Roman Szuper.


ALLIED WASTE: Board OKs Financing Plan to Deleverage Balance Sheet
------------------------------------------------------------------
Allied Waste Industries, Inc.'s (NYSE: AW) Board of Directors has
approved a multifaceted financing plan aimed at substantially
enhancing liquidity, significantly extending maturities, reducing
interest costs and improving its capital structure while
accelerating de-leveraging.  The financing plan includes four
components:

    * Issuance of approximately $100 million of common stock;

    * Issuance of approximately $500 million of three-year
      mandatory
      convertible preferred stock;

    * Issuance of approximately $600 million of ten-year senior
      notes; and

    * Placement of a $3.45 billion credit facility, consisting of
      a five-year, $1.55 billion revolving credit facility, a
      seven-year, $1.45 billion term loan and a $450 million
      institutional letter of credit facility.

After transaction premiums and fees, the proceeds will be used to:

    * Repay the remaining $195 million of 10% senior subordinated
      notes due 2009;

    * Repay $125 million of 9.25% senior notes due 2012;

    * Repay the $600 million 7.625% senior notes due January 2006;

    * Repay the $70 million 7.875% senior notes due March 2005;
      and

    * Fully repay amounts outstanding under the existing credit
      facility and downsize the term loan by over $100 million.

Allied Waste has already received commitments in excess of the
$1.55 billion revolving credit facility.  The company intends to
launch the capital markets activities in the immediate future as
conditions dictate and complete the financing activities within
the next 45 days.  Amounts and terms provided are indicative, but
may change.

Allied Waste intends to issue the common stock and the mandatory
convertible preferred stock under its shelf registration
statement.  The senior notes will be offered in a private
placement pursuant to Rule 144A and Regulation S of the Securities
Act of 1933, as amended.  There can be no assurance that any of
the contemplated transactions will be consummated or that the
financing plan will be consummated in its entirety.

This press release does not constitute an offer to sell or a
solicitation of an offer to buy shares of common stock, shares of
mandatory convertible preferred stock or senior notes.  Shares of
common stock, shares of mandatory convertible preferred stock or
senior notes will not be sold in any state or jurisdiction in
which such an offer, solicitation, or sale would be unlawful.

"We are pleased to announce these plans to improve Allied's
capital structure," said Pete Hathaway, Executive Vice President
and Chief Financial Officer of Allied Waste.  "These steps are
being taken to increase liquidity and enhance covenant
flexibility, reduce leverage, extend debt maturities and lower
interest costs.  By eliminating significant debt maturities over
the next three years, these financing activities allow us to
execute our operating strategy including continued reinvestment in
our business while maintaining a strong financial base."

Terms of the proposed credit facility increase the existing
revolving credit capacity from $1.5 billion to $1.55 billion,
enhancing the liquidity of the company.  Proposed covenants based
on company projections should give the company about $200 million
of EBITDA cushion on its most restrictive covenant in the near
term.

                        About the Company

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States. As of December 31, 2004, the Company served customers
through a network of 314 collection companies, 165 transfer
stations, 166 active landfills and 58 recycling facilities in 37
states.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Fitch Ratings has downgraded the ratings of Allied Waste
Industries, Inc. and its subsidiaries:

   -- Senior secured credit facility to 'BB-' from 'BB';
   -- Senior secured notes to 'B+ from 'BB-';
   -- Senior unsecured notes to 'B from 'B+';
   -- Senior subordinated notes to 'B- from 'B';
   -- Mandatory convertible preferred stock to 'CCC+ from 'B-'.

The Rating Outlook remains Negative. These actions cover
approximately $7.8 billion of securities.

As reported in the Troubled Company Reporter on Sept. 21, 2004,
Standard & Poor's Ratings Services revised its outlook on Allied
Waste Industries, Inc., to stable from positive. At the same
time, Standard & Poor's affirmed its ratings, including the 'BB'
corporate credit rating, on the company. About $8 billion of debt
is outstanding.

"The outlook revision is based on reduced earnings and cash flow
prospects for 2004, stemming primarily from lower-than-expected
results in the higher-margin landfill business and increased fleet
repair and maintenance costs, which more than offset gains in
lower-margin services, including collection," said Standard &
Poor's credit analyst Roman Szuper.


ALLIED WASTE: S&P Rates Planned $3.45B Senior Sec. Facility at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating to Allied Waste North America, Inc.'s proposed
$3.45 billion senior secured credit facility, with a recovery
rating of '2', indicating expectations of a substantial (80%-100%)
recovery of principal in the event of a payment default.  Allied
Waste North America or AWNA is a wholly owned subsidiary of
Scottsdale, Arizona-based Allied Waste Industries, Inc.

Standard & Poor's also assigned its 'BB-' rating to AWNA's
proposed $600 million senior notes due 2015 offered under Rule
144A with registration rights, with a recovery rating of '4',
indicating expectations of a marginal (25%-50%) recovery of
principal in the event of a default.  The notes are guaranteed by
Allied Waste and subsidiaries of AWNA.

In addition, Standard & Poor's assigned its 'B' rating to Allied
Waste's proposed 2 million shares (proceeds of $500 million)
series D senior mandatory convertible preferred stock that
automatically converts into Allied Waste's common stock in three
years.  At the same time, Standard & Poor's affirmed its ratings,
including its 'BB' corporate credit rating, on Allied Waste.  The
outlook is stable. About $7.8 billion of debt is outstanding.

All assigned ratings are based on preliminary terms and
conditions.  The new credit facility will replace the existing
$3.1 billion senior secured credit facility on which the 'BB'
rating will be withdrawn (at closing).  The 'BB-' rating on the
notes is one notch lower than Allied Waste's corporate credit
rating.  The lower rating and the '4' recovery rating reflect the
advantaged position of the secured bank lenders, the sizable
amount of secured claims on the specific assets pledged as
collateral, and the sharing of this collateral with the bank
lenders.

Proceeds of the notes, preferred stock, and a proposed
$100 million common stock issuance will be used to redeem
$600 million of 7-5/8% senior notes due 2006 and a portion of
other debt.

"The ratings on Allied Waste reflect a below-average financial
profile, which outweighs the firm's strong competitive business
position," said Standard & Poor's credit analyst Roman Szuper.
"The proposed financings will improve financial flexibility, which
is currently somewhat limited, by reducing debt, extending debt
maturities, reducing borrowing costs, increasing covenant cushion
under the credit facility, and expanding letter of credit
capacity."

Allied Waste is the second-largest solid waste management
participant in the U.S., with 2005 revenues and EBITDA estimated
at $5.5 billion and $1.425 billion-$1.5 billion, respectively.
The company provides collection, transfer, disposal, and recycling
services to about 10 million residential, commercial, and
industrial customers in 37 states.


AMERIKING: Trustee Taps Rieff Schramm as Real Estate Tax Counsel
----------------------------------------------------------------
George L. Miller, the chapter 7 Trustee overseeing the liquidation
of Ameriking, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Rieff Schramm & Kanter as his special real estate tax
counsel.

Rieff Schramm is expected to:

     a) represent the Trustee in prosecution of all applications
        for changes in real estate tax assessments and real estate
        tax refunds for 2003 and subsequent years;

     b) represent the Trustee in all appeals of real estate taxes
        as requested; and

     c) provide legal services related to the estate's interest in
        obtaining changes in real estate tax assessments and real
        estate tax refunds for 2003 and subsequent years as may be
        requested by the Trustee.

Donald L. Schramm, Esq., a member of Rieff Schramm, discloses that
its Firm will earn a contingent fee equal to 33% of any tax
refunds paid to the Trustee.

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

Headquartered in Westchester, Illinois, AmeriKing, Inc., operates
approximately 329 franchised restaurants through its subsidiaries.
The Company filed for chapter 11 protection on December 4, 2002
(Bankr. Del. Case No. 02-13515).  On June 9, 2004, these cases
were converted to chapter 7 and George Miller was appointed
chapter 7 Trustee.  Christopher A. Ward, Esq., and Neil B.
Glassman, Esq., at The Bayard Firm represent the Debtors in their
restructuring efforts.  When the Company filed protection from its
creditors, it listed $223,399,000 in assets and $291,795,000 in
debts.


ARMSTRONG HOLDINGS: Dist. Court Denies Confirmation of Plan
-----------------------------------------------------------
On February 23, 2005, the Honorable Eduardo C. Robreno of the U.S.
District Court for the Eastern District of Pennsylvania denied
confirmation of the Fourth Amended Plan of Reorganization filed by
Armstrong World Industries, Inc. and two of its subsidiaries.

Judge Robreno finds that the distribution of New Warrants to the
class of Equity Interest Holders over the objection of the class
of Unsecured Creditors violates the "fair and equitable"
requirement of 11 U.S.C. Section 1129(b)(2)(B)(ii), a codification
of the absolute priority rule.

AWI has estimated that the Unsecured Creditors in Class 6 have
claims amounting to approximately $1.651 billion.  Under the Plan,
AWI proposed that the Unsecured Creditors would recover about
59.5% of their claims.

The Asbestos PI Claimants in Class 7 have claims estimated at
$3.146 billion and would recover approximately 20% of their claims
under the Plan.  The Equity Interest Holders in Class 12 would be
issued New Warrants valued at approximately $35 million to $40
million.

The Plan provides that, if the Unsecured Creditors reject the
Plan, the Asbestos PI Claimants will receive the New Warrants, but
then will automatically waive the distribution, causing the Equity
Interest Holders to secure the New Warrants.

Judge Robreno points out that the net result of the Asbestos PI
Claimants' waiver is that the Equity Interest Holders -- the old
AWI shareholders -- receive the Debtor's property -- the New
Warrants -- on account of their equity interests, although a
senior class -- the Unsecured Creditors -- would not have full
satisfaction of its allowed claims.

A full-text copy of the District Court's opinion is available at
no charge at:

           http://bankrupt.com/misc/00-4471-7899.pdf

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 72; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ASANTE TECHNOLOGIES: Burns 92% of Cash in One Year
--------------------------------------------------
Asante Technologies, Inc., incurred a loss from operations of
$504,000 for the fiscal quarter ended January 1, 2005, and cash
used in operating activities was $306,000.  In fiscal years 2004
and 2003, the Company also incurred substantial operating losses
and negative cash flows from operations.  As of January 1, 2005,
the Company had an accumulated deficit of $30.2 million.  Based
upon the Company's operating budget and cash flow projections, the
Company expects to continue to experience negative cash flows from
operations through fiscal year 2005.

At January 1, 2005, the Company had cash and cash equivalents of
$93,000 compared to $1.1 million at December 27, 2003, which
represents a 92% decline.  Working capital was a negative $265,000
at January 1, 2005, compared to $770,000 at December 27, 2003.
The Company has a bank line of credit agreement, which provides
for borrowings of up to $2.0 million.  The line of credit expired
on January 30, 2005.  However, borrowings under the line of credit
are subject to compliance with certain financial covenants and are
limited to a specified percentage of eligible accounts receivable.
As of January 30, 2005, the line of credit has been extended sixty
days to afford the bank time to review the company business plan
for 2005 and prepare a line of credit renewal proposal.  During
this extension period, the line of credit provides for borrowing
of up to $1.0 million.

                      Going Concern Doubt

The recurring losses, accumulated deficit and expected continuing
negative cash flows from operations raise substantial doubt about
the Company's ability to continue as a going concern.

Asante Technologies has incurred net losses during its last two
fiscal years and incurred a stockholders' equity deficit at
January 1, 2005 of $154,000.  There is no assurance that
additional financing or borrowing on the line of credit will be
available on satisfactory terms when needed, if at all.  The
Company is also considering other corporate transactions as a
means of providing additional financing.  Failure to raise
additional capital, secure other sources of financing or enter
into a corporate transaction would have a material adverse effect
on the Company's ability to achieve its intended business
objectives and sustain its desired levels of operation.

The Company's net sales and operating results in any particular
quarter may fluctuate as a result of a number of factors.  The
Company's future operating results will depend, to a large extent,
on its ability to anticipate and successfully react to these and
other factors.  Failure to do so could adversely affect the
Company's business, financial condition and results of operations.
In addition, the Company is also susceptible to other factors that
generally affect the market for stocks of technology companies.
These factors could affect the price of the Company's stock and
could cause such stock prices to fluctuate over relatively short
periods of time.

Asante Technologies, Inc., is organized along two product lines
that focus on different customers' networking needs.  The
FriendlyNET line provides networking solutions for small offices,
homes, schools, and pre-press markets.  The IntraCore product line
serves enterprise customers and Internet Service Providers --
ISPs.  Its Layer 2 and 3 switches include those for managed
workgroups, Gigabit Ethernet, high-capacity fiber optic backbones,
and chassis-based multimedia.  These systems meet the requirements
for multi-service networks that support all applications and data
types.


ATA AIRLINES: Wants to Hire Ryan & Company as Tax Consultants
-------------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, ATA Airlines
and its debtor-affiliates seek the United States Bankruptcy Court
for the Southern District of Indiana's authority to employ Ryan &
Company, Inc., as their motor fuels and excise tax consultants,
nunc pro tunc to Oct. 26, 2004.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that Ryan & Company has a vast amount of
experience and enjoys an excellent reputation in connection with
state and local tax services expertise.  Ryan & Company will
provide the Debtors tax consulting services related to a review
of the Debtors' motor fuels tax payment records to identify tax
refund, tax reduction and tax exposure adjustments.

In exchange for its services, Ryan & Company will receive:

     * 35% of any tax refunds, credits, or reductions, including
       interest and penalties, that the Debtors receives from
       taxing authorities and/or vendors as a result of Ryan &
       Company's work;

     * 40% instead of 35% of the tax refunds, credits, or
       reductions in the event that Recoveries follow an
       administrative hearing or other legal action;

     * interest of 1.5% per month for fees remaining unpaid after
       30 days of receipt of any refunds, credits or reduction.

James Kranjc, a principal of Ryan & Company, assures Judge Lorch
that the firm does not represent any interest materially adverse
to the Debtors' estate.  Ryan & Company is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

However, Mr. Kranjc discloses that Ryan & Company may have in the
past or in the present transacted with these creditors in matters
totally unrelated to these Chapter 11 cases:

    * First Union Bank, now Wachovia;
    * Fleet National Bank, now Bank of America; and
    * Summit Bank, now Bank of America

Ryan & Company will conduct an ongoing review of its files to
ensure that no conflicts or other disqualifying circumstances
exist or arise.  If any new facts or circumstances are
discovered, Ryan & Company will supplement its disclosure to the
Court.

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)


B&A CONSTRUCTION: Wants Access to Branch Banking's Cash Collateral
------------------------------------------------------------------
B&A Construction Co., Inc., asks the U.S. Bankruptcy Court for the
Northern District of Georgia, Gainesville Division, for authority
to use cash collateral securing repayment of obligations to Branch
Banking & Trust Company.

The Debtor needs to use the cash collateral to continue operating
its business in order to preserve the going concern value of the
estate.  Without the use of the cash collateral, the estate will
be irreparably harmed.

To adequately protect the interests of the Lender, B&A will
provide a replacement lien in postpetition inventory and accounts
receivables in the same order of priority as the prepetition lien.

The proposed use of the cash collateral is in accordance with a
budget which will be submitted by B&A at a later date.

Headquartered in Gainesville, Georgia, B&A Construction Co., Inc.,
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).   J. Robert Williamson, Esq., at
Scroggins and Williamson represents the Debtor in its
restructuring efforts.   When the Company filed for protection
from its creditors, it estimated assets and debts between $10
million to $50 million.


BERWALD PARTNERSHIP: Court Approves Amended Disclosure Statement
----------------------------------------------------------------
The Honorable Irvin N. Hoyt of the U.S. Bankruptcy Court for the
District of South Dakota approved the adequacy of the Amended
Disclosure Statement explaining the Amended Plan of Reorganization
filed by Berwald Partnership.

The Debtor filed an Amended Disclosure Statement and Amended Plan
on Feb. 9, 2005.  Judge Hoyt put his stamp of approval on the
disclosure document at a hearing on Feb. 10, 2005.

The Amended Plan states that all 16 classes of claims and
interests are impaired.

Class 1 to Class 14 Claims consist of secured claims asserted by
Agstar, US Bank, Dacotah Bank, CHS Fin-Ag, Arlen and Eunice
Berwald, VanBeek Scientific, LLC, AMPI, Aurora County Treasurer,
Herc-U-Lift, Farm Credit Services, GMAC, New Equipment, Inc., New
Holland Credit and Case Credit.  Those claims will be paid in full
in monthly payment installments specified under the Plan.  Those
payments will begin 90 days after the Effective Date of the Plan.

Class 15 Claims consist of Administrative Convenience Unsecured
Claims totaling $180,000.  Those claims will be paid in full over
a term of three years without interest, and 1/3 of those claims
will be paid within one year after the Effective Date.

Class 16 Claims consist of Unsecured Creditors Claims totaling
approximately $1,100,000.  Those claims will be paid with interest
at a rate of 5% per annum, starting from the date of the Plan's
confirmation, over an amortized term of 20 years, with a balloon
payment due seven years after the Effective Date.

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

   http://www.researcharchives.com/bin/download?id=050222211352

Objections to the Amended Plan, if any, must be filed and served
by tomorrow, Friday, Feb. 25, 2005.  The Court will convene a
confirmation hearing to consider the merits of the Plan at 9:00
a.m., on March 2, 2005.

Headquartered in Toronto, South Dakota, Berwald Partnership, dba
Berwald Brothers, filed for chapter 11 protection on Aug. 23, 2004
(Bankr. D.S.D. Case No. 04-10273).  Clair R. Gerry, Esq., at
Stuart, Gerry & Schlimgen, LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


BIOMARIN PHARMACEUTICAL: Dec. 31 Equity Deficit is $68 Million
--------------------------------------------------------------
BioMarin Pharmaceutical Inc. (Nasdaq and SWX: BMRN) reported its
fourth quarter and year ended Dec. 31, 2004.  The net loss was
$82.4 million for the fourth quarter of 2004 compared to $25.7
million for the fourth quarter of 2003.  The net loss was $187.4
million for the twelve months ended December 31, 2004 compared to
a net loss of $75.8 million for the 12 months ended 2003.

The largest single component of BioMarin's net loss in the fourth
quarter of 2004 was a $68.3 million impairment charge associated
with the write-down of the carrying value of the Orapred(R)
(prednisolone sodium phosphate oral solution)-related intangible
assets resulting from the introduction of a non- taste-masked
generic competitor.  Additional non-cash charges associated with
the acquisition of the Ascent Pediatrics business for the twelve
months ended December 31, 2004, include acquired in-process
research and development expense of $31.5 million and amortization
of acquired intangible assets of $4.0 million.  These three items
account for $1.61 per share of the total loss of $2.91 per share
for the year ended December 31, 2004.

The 2004 financial results do not reflect the effect of the
January 2005 settlement with Medicis, which will be accounted for
during the first quarter of 2005 as a reduction of goodwill and
the acquisition liability.

As of December 31, 2004, BioMarin had cash, cash equivalents,
short-term investments and restricted cash of $90.5 million.

Sales of Aldurazyme(R) (laronidase) by BioMarin/Genzyme LLC for
the fourth quarter and the year ended December 31, 2004, were
$15.6 million and $42.6 million, respectively, compared to $6.7
million and $11.5 million for the same periods in 2003.

BioMarin's 50 percent share of the BioMarin/Genzyme LLC was a $1.0
million profit for the fourth quarter of 2004 and a $3.0 million
loss for the twelve months ended December 31, 2004, compared to
losses of $2.1 million and $18.7 million for the same periods in
2003.  These changes were principally due to increasing sales of
Aldurazyme.

Net sales of Orapred in the fourth quarter were $13.9 million. In
the period beginning May 18, 2004, the acquisition date, and
ending December 31, 2004, net sales were $18.6 million.

                   Upcoming Company Milestones

BioMarin expects to continue advancing its clinical-stage product
candidates in the coming months. The following is a list of the
company's projected near-term milestones:

   -- Initiate a Phase 3 clinical trial of Phenoptin for
      phenylketonuria (PKU) late in the first quarter, or early in
      the second quarter of 2005;

   -- Announce data from the Phase 3 extension study of rhASB for
      mucopolysaccharidosis VI (MPS VI) in the first quarter of
      2005;

   -- Announce the outcome of the U.S. Food and Drug
      Administration's review of the Biologics License Application
      for enzyme replacement therapy with rhASB for MPS VI in mid-
      year 2005; and

   -- Announce the outcome of the European Medicines Agency's
      review of the Marketing Authorization Application for enzyme
      replacement therapy with rhASB for MPS VI in the second half
      of 2005.

         Upcoming Presentations at Medical Conferences

Investigators will present data from clinical studies of rhASB for
MPS VI at the annual meeting of the Society for Inherited
Metabolic Disorders (SIMD), being held March 6-9, 2005, in Pacific
Grove, California.  The following abstract will be presented:

   * Follow-up Extension Study of a Double-blind Phase 3 Clinical
     Study of Recombinant Human Arylsulfatase B (rhASB) in
     Patients with Mucopolysaccharidosis VI (MPS VI)

               Upcoming Corporate Presentations

   -- BioMarin will present an overview of its business and
      product development programs at the following healthcare and
      biotechnology investment conferences:

   -- Wells Fargo Securities Healthcare Conference, March 1-2,
      2005, New York City, NY

   -- Leerink Swann & Company Inaugural Healthcare Conference,
      March 1, 2005, New York City, NY

   -- SG Cowen 25th Annual Healthcare Conference, March 14-17,
      2005, Boston, MA

These presentations will be available via webcast on the investor
section of the BioMarin corporate website at http://www.BMRN.com/

                        Financial Guidance

Orapred sales for 2005 are expected to be $15 million to $20
million and reflect the projected impact from a new generic
formulation recently introduced to the market. Sales guidance for
Aldurazyme for 2005 is $60 million to $66 million.

                        About the Company

BioMarin Pharmaceutical Inc. -- http://www.BMRN.com/-- develops
and commercializes innovative biopharmaceuticals for serious
diseases and medical conditions.  The company's product portfolio
is comprised of two approved products, Orapred(R) (prednisolone
sodium phosphate oral solution) for severe asthma and
Aldurazyme(R) (laronidase) for mucopolysaccharidosis I (MPS I),
and multiple investigational product candidates including rhASB
(galsulfase), a Phase 3 product candidate for the treatment of
mucopolysaccharidosis VI (MPS VI), and Phenoptin(TM) (sapropterin
hydrochloride), a Phase 2 product candidate for the treatment of
phenylketonuria (PKU).

At Dec. 31, 2004, BioMarin's balance sheet showed a $67,978,000
stockholders' deficit, compared to $117,853,000 of positive equity
at Dec. 31, 2003.


BMC INDUSTRIES: Administrative Expense Claim Deadline is March 18
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has set
March 18, 2005, at 5:00 p.m., as the deadline to file
administrative expense claims against BMC Industries, Inc., and
its debtor-affiliates.

Any entity holding or wishing to assert an administrative expense
claim arising between June 23, 2004, and Feb. 15, 2005, against
any of the Debtors must file a proof of claim and the claim form
must be delivered to:

         The Clerk of Court
         U.S. Bankruptcy Court for the District of Minnesota
         U.S. Courthouse Room 301
         300 S., 4th Street
         Minneapolis, Minnesota 55415

Claim forms may be obtained free of charge from:

         Merritt A. Pardini, Esq.
         Katten Muchin Zavis Rosenman
         575 Madison Avenue
         New York, New York 10022
         Tel. No. (212) 940-8800
         Fax No. (212) 940-8776
         Email: merritt.pardini@kmzr.com

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --
http://www.bmcind.com/-- is a multinational manufacturer and
distributor of high-volume precision products in two business
segments, Optical Products and Buckbee Mears.  The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. D.
Minn. Case No. 04-43515) on June 23, 2004.  Jeff J. Friedman,
Esq., at Katten Muchin Zavis Rosenman, and Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., represent the Debtors in their
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed $105,253,000 in assets and $164,751,000
in liabilities.


CANDESCENT TECHNOLOGIES: Files Joint Plan of Reorganization
-----------------------------------------------------------
Candescent Technologies Corporation and Candescent Technologies
International, Ltd., delivered their Joint Plan of Reorganization
to the U.S. Bankruptcy Court for the Northern District of
California, San Jose Division.

The Plan proposes to monetize Candescent's assets to achieve the
maximum net distribution to stakeholders.  Ultimately, Candescent-
Corp. will be dissolved and Candescent-International's shares of
stock in Bermuda will be sold or disposed of.

A liquidating Trustee will be appointed on the Plan's Effective
Date to oversee the liquidation of the assets and distribution of
proceeds to creditors.

Allowed administrative, tax and priority claims will receive full
payment in cash on the Effective Date.

Holders of allowed secured claims will receive either:

           a) full cash payment;

           b) their collateral; or

           c) otherwise have left unaltered the legal, equitable
              and contractual rights to which the holders are
              entitled.

General unsecured creditors, owed $715 million, will receive their
pro rata share from an Unsecured Distribution Fund.  Preferred and
common stock holders will receive nothing under the Plan.

Headquartered in Los Gatos, California, Candescent Technologies
Corp. -- http://www.candescent.com/-- is a supplier of flat panel
displays for notebook computers, communications and consumer
products.  The Company filed for chapter 11 protection on June 16,
2004 (Bankr. N.D. Calif. Case No. 04-53803). Ramon Naguiat, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from creditors, it reported debts and assets
of over $100 million each.


CATHOLIC CHURCH: Hamilton Rabinovitz Hiring Draws Fire in Tucson
----------------------------------------------------------------
As previously reported, The Unknown Claims Representative, A.
Bates Butler III, and the Guardian ad litem, Charles Arnold, in
the Diocese of Tucson's Chapter 11 case seek Judge Marlar's
permission to retain Hamilton, Rabinovitz, & Alschuler, Inc., as
consultants.

Hamilton provides analytical services focused on the estimation of
claims and the development of claims procedures with regard to
payments and assets of a claims resolution trust.

Messrs. Butler and Arnold believe that Hamilton is well qualified
to serve as their consultants because the firm's members have
assisted and advised numerous chapter 11 debtors and creditors in
the estimation of the value and number of claims in other "mass-
tort" reorganizations.

*   *   *

Ilene J. Lashinsky, United States Trustee for Region 14, objects
to A. Bates Butler III and Charles Arnold's application to retain
Hamilton, Rabinovitz, & Alschuler, Inc., as consultant because
they seek to retain professional under Section 328 rather than
Section 327 of the Bankruptcy Code.

According to Christopher J. Pattock, Trial Attorney for the U.S.
Trustee, Section 328, among other things, provides that
compensation may be reduced only if the terms and conditions prove
to have been improvident in light of developments not capable of
being anticipated at the time of the fixing of the terms and
conditions.  This standard makes it much more difficult to object
to fees at the end of the case if it appears that the fees
requested are not reasonable, Mr. Pattock says.

Case law has held that when the terms of employment in a
professional's application or order authorized compensation under
Section 328, the Court is limited to the "improvident in light of
developments not capable of being anticipated" standard of review
under Section 328.  This type of retention under Section 328
prohibits the Court, creditors, interested parties and the U.S.
Trustee from objecting to a professional's fees based on the
"reasonableness" standard of Section 330.

Approving employment under the Section 327 "reasonableness"
standard, on the hand, avoids the possibility of the Court being
required to approve fees that it believes to be unreasonable.
The magnitude of this possibility is heightened for Hamilton
because of its very high hourly rates and the fact that one of its
proposed duties -- providing other advisory services as may be
requested by Messrs. Butler and Arnold from time to time -- is
fairly vague and could potentially justify many hours of work not
predictable at this time.

In light of Hamilton's proposed high hourly rates and vague
proposed duties, Mr. Pattock adds that it also seems appropriate
for Hamilton to submit a budget setting forth its anticipated
fees.

Ms. Lashinsky suggests to the U.S. Bankruptcy Court for the
District of Arizona that:

   (a) any order approving the Application must provide for a
       "reasonableness" standard of review under Section 330,
       rather than the "improvident under circumstances incapable
       of being anticipated" standard of review under Section
       328, and if the Court authorizes the retention of
       Hamilton, its employment must be approved under the
       authority of Section 327;

   (b) Hamilton's hourly rates must be reduced or discounted; and

   (c) Hamilton must be required to provide a budget setting
       forth its anticipated fees.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHARTWELL RESORTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Chartwell Resorts Corporation
        359 Phillipsport Road
        Spring Glen, New York 12483

Bankruptcy Case No.: 05-35361

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: February 22, 2005

Court:  Southern District of New York (Poughkeepsie)

Debtor's Counsel: Lawrence Morrison, Esq.
                  225 East 36th Street, Suite 7C
                  New York, New York 10016
                  Tel: (347) 236-2895

Total Assets: $$0 to $50,000

Total Debts:  $1 Million to $10 Million

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


CHIQUITA BRANDS: Earns $25 Million of Net Income in Fourth Quarter
------------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) reported fourth
quarter 2004 net income of $25 million.  The company reported net
income of $8 million in the same period a year ago.

"We made significant progress in 2004 and achieved the best fourth
quarter results in years," said Fernando Aguirre, chairman and
chief executive officer.  "We are greatly encouraged by our year-
end position, which is much stronger than a year ago as a result
of our debt reduction and improved capital structure, solid
operating cash flow, the depth of our leadership team and the
marketing initiatives we commenced.

"In addition, we have been able to return value to our
shareholders in the form of a share repurchase and a quarterly
dividend program, demonstrating the confidence we have in
Chiquita's ability to continue generating strong cash flows," Mr.
Aguirre said.  "We enter 2005 with optimism in our ability to
deliver sustainable, profitable growth in the future."

                   Quarterly Financial Highlights

   -- Net sales were $768 million, up 12 percent from $686 million
      in the fourth quarter 2003.  The increase resulted from
      favorable European exchange rates, improved banana pricing
      in Europe, higher banana volume in North America and higher
      other fresh produce sales.

   -- Operating income from continuing operations was $35 million,
      up 81 percent from $19 million in the year-ago period,
      primarily due to favorable exchange and pricing.

         -- The 2004 quarter included $1 million of gains from
            asset sales, offset by $2 million of restructuring
            charges at Atlanta AG, a German fresh produce
            distributor acquired in March 2003, and severance.

         -- The 2003 quarter included $11 million of gains from
            asset sales, primarily from the sale of an investment
            in Mundimar Ltd., a Honduran palm-oil joint venture
            ($7 million), and from the sale of a Miami, Fla.,
            facility ($3 million).  These gains were partially
            offset by $6 million in charges primarily related to
            Atlanta's restructuring costs.
   -- Total debt was $349 million and cash was $143 million at
      Dec. 31, 2004, compared to total debt of $395 million and
      cash of $134 million at year-end 2003.  Operating cash flow
      for 2004 was $92 million, which the company used to
      strengthen its balance sheet and return value to
      shareholders, including $45 million to pay down debt, $22
      million in premiums to refinance its senior notes and $10
      million to buy back stock.

               Quarterly Business Segment Results
                     (Fourth Quarter 2003)

Bananas

In the company's banana segment, net sales rose 14 percent to $456
million from $399 million, and operating income doubled to $44
million from $22 million a year ago.

Banana segment operating results were favorably affected by:

   -- $38 million in European currency and pricing benefits,
      comprised of a $22 million net increase from currency
      exchange rates and $16 million from improved local European
      pricing;

   -- $3 million from an increase in volume in core Europe and
      North America; and

   -- $3 million of lower costs due to the timing of advertising
      expenses in Europe.

These items were partially offset by:

   -- $11 million of cost increases, primarily due to rising
      fuel, paper, short-term spot ship charter and purchased
      fruit costs;

   -- $3 million of adverse effect of banana pricing in North
      America;

   -- $3 million of adverse effect from asset sales year-over-year
      ($1 million of gains in the 2004 fourth quarter compared to
      $4 million of gains in the 2003 fourth quarter);

   -- $3 million for the resolution of a commercial dispute;
   -- $2 million of additional selling, general and administrative
      (SG&A) expenses associated with investment spending,
      primarily for banana innovation; and

   -- $1 million of increased legal and other costs associated
      with the U.S. Department of Justice investigation of the
      company's Colombian operations sold in June 2004.  These
      costs are included in SG&A expenses.

Other Fresh Produce

In the company's other fresh produce segment, net sales were $299
million, up 9 percent from $274 million in the year-ago quarter.
This increase was primarily due to favorable European exchange
rates and increased volumes of pineapples and grapes.

The operating loss in the 2004 fourth quarter was $10 million,
compared to an operating loss of $9 million in 2003. The benefit
from lower Atlanta restructuring costs was offset by losses in the
company's North American other fresh produce business.

                        Full Year 2004

Net sales for 2004 were $3.1 billion, up 18 percent from $2.6
billion in 2003.  Approximately 60 percent of the increase was due
to the acquisition of Atlanta, whose results were fully
consolidated for only three quarters in 2003.

Net income for the full year 2004 was $55 million, which included
other expense of $19 million, primarily representing the premium
to refinance the company's 10.56% senior notes.  Net income for
2004 also included charges of $9 million relating to Atlanta
restructuring and to severance in addition to losses of $1 million
from asset sales, primarily representing an after-tax loss on the
sale of the Colombian division.

The company reported net income of $99 million in 2003.  Net
income for 2003 included net gains on asset sales of $41 million
primarily from the Armuelles, Panama, banana division and several
equity method investment joint ventures, and charges of $25
million related to severance, asset write-downs, closure of
branches at Atlanta and closure of banana farms. Net income for
2003 also included income of $3 million) from discontinued
operations.

Excluding the bond refinance expense and other gains and charges
noted above, the company had a profit of $85 million, or $2.05 per
diluted share, for the full year 2004, up from a profit of $80
million, or $1.98 per diluted share, for the full year 2003.

Operating income for 2004 was $113 million, compared to $140
million in 2003. Operating income for 2004 included losses of $7
million from asset sales, primarily representing the pre-tax loss
on the sale of the Colombian division, and other charges of $9
million relating to Atlanta restructuring and severance. Operating
income for 2003 included $41 million of net gains on asset sales
and $25 million of charges discussed above.

                  Full Year Segment Results

Bananas

Full year 2004 net sales for the company's banana segment were
$1.7 billion, up 9 percent from $1.6 billion in 2003.

Full year 2004 operating income for the company's banana segment
was $123 million, compared to $133 million in 2003.

Banana segment operating results were favorably affected by:
$76 million in European currency and pricing benefits, comprised
of a $72 million increase from currency exchange rates and $4
million from improved local European pricing (see Exhibit C for
details); and
$7 million decline in charges related to severance, the closure of
farms and Atlanta restructuring ($5 million of charges in 2004
compared to $12 million of such charges in 2003).

These items were offset by:

   -- $34 million of adverse effect from asset sales year-over-
      year, primarily comprised of a before-tax loss of $9 million
      on the sale of the Colombian banana production division in
      the second quarter of 2004 and a $21 million gain on the
      sale of the Armuelles division in the 2003 second quarter;

   -- $14 million of SG&A expenses associated with investment
      spending, including a $7 million increase in marketing
      expenses, primarily to build brand equity in several
      European countries, including new E.U. member states in
      Central and Eastern Europe, and a $6 million increase in
      banana innovation and new business development expenses;

   -- $14 million of cost increases primarily related to rising
      fuel, paper and short-term spot ship charter costs;

   -- $13 million of adverse effect of North American banana
      pricing;

   -- $7 million of increased legal and other costs associated
      with the U.S. Department of Justice investigation of the
      company's Colombian operations sold in June 2004.  These
      costs are included in SG&A expenses;

   -- $7 million from lower banana volume in Europe; and

   -- $4 million in SG&A expenses related to stock options and
      restricted stock that had been previously granted to the
      company's former chairman and chief executive officer and
      vested upon his retirement in May 2004.

Other Fresh Produce

Full year 2004 net sales for the company's other fresh produce
segment were $1.3 billion, up 33 percent compared to $1.0 billion
in 2003. Approximately 80 percent of the increase was attributed
to the acquisition of Atlanta, whose results were fully
consolidated for only three quarters in 2003.

The full year 2004 operating loss for this segment was $13 million
versus an operating loss of $4 million in 2003. The segment
benefited from a $9 million decline in charges related to the
Atlanta restructuring ($3 million in 2004, compared to $12 million
a year ago), which is now substantially complete. This benefit was
more than offset by $8 million of incremental losses associated
with the start-up of Chiquita Fresh Cut Fruit, which began
operating in the fourth quarter of 2003 ($13 million of losses in
2004 versus $5 million of losses in 2003), and $8 million of gains
in 2003 associated with the sale of shares of Chiquita Brands
South Pacific and other equity method investments. In addition,
cost savings in Atlanta's other fresh business were more than
offset by approximately $5 million in losses due to poor results
in the North American melon program, which has since been
restructured to prevent these losses from recurring in 2005.

Flooding in Costa Rica and Panama

In January 2005, the Atlantic coast of Costa Rica and Panama
experienced torrential rains, which produced serious flooding
damage to many farms owned by major marketers, including Chiquita,
and independent producers in the region. Although the impact of
the flooding is still being analyzed, the company estimates a loss
of more than four million boxes of production from its own farms
and independent suppliers in 2005, particularly in the first half
of the year.

The company is experiencing increased costs due to higher expenses
for alternative fruit sourcing, logistics and farm rehabilitation
associated with the flooding. Currently, the company estimates
that these costs, including write-downs of damaged farms and the
impact of volume shortfalls, are expected to total approximately
$10-15 million. Higher spot market prices in North America as well
as temporary contract price increases are expected to mitigate the
company's higher costs resulting from the flood. At this time, the
company does not expect the overall financial impact of the flood
to be material.

                        About the Company

Chiquita Brands International is a leading international marketer,
producer and distributor of high-quality bananas and other fresh
produce, which are sold primarily under Chiquita premium brands
and related trademarks.  The company is one of the largest banana
producers in the world and a major supplier of bananas in Europe
and North America.  The company also distributes and markets
fresh-cut fruit and other branded, value-added fruit products.
Additional information is available at http://www.chiquita.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2004,
Moody's Investors Service assigned a B2 rating to the prospective
senior unsecured note issue of Chiquita Brands International,
Inc., and affirmed Chiquita's B1 senior implied rating. The
outlook is stable.


CHOICE ONE: Court Formally Closes Chapter 11 Cases
--------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York formally closed the chapter 11 cases
involving  Choice One Communications, Inc., and its debtor-
affiliates.  The Bankruptcy Court is satisfied that:

   * the Debtors have consummated their Joint Plan of
     Reorganization, and that their estates have been fully
     administered; and

   * the docket maintained in the Debtors' chapter 11 cases
     reflect that there are no adversary proceedings or contested
     matters pending before the Court, except with respect to
     certain proofs of claim stemming from the Debtors' rejection
     of certain unexpired leases of nonresidential real property.

Choice One's Plan of Reorganization took effect on November 18,
2004.  The Court confirmed the Plan on November 8, 2004.  As a
result of the restructuring process -- which began on October 6,
2004, and took just six weeks from start to finish -- the Company
now enjoys substantially reduced debt, a stronger balance sheet
and increased liquidity.  To support its future business
activities and as part of the financial restructuring, the Company
obtained $30 million of new financing provided by a subset of the
Company's prepetition lenders.

Headquartered in Rochester, New York, Choice One Communications,
Inc. -- http://www.choiceonecom.com/-- is an Integrated
Communications Provider offering voice and data services including
Internet solutions, to businesses in 29 metropolitan areas
(markets) across 12 Northeast and Midwest states.  Choice One
reported $323 million of revenue in 2003, and provides services to
more than 100,000 clients.  The Company and its 18 debtor-
affiliates filed for chapter 11 protection on October 5, 2004
(Bankr. S.D.N.Y. Case No. 04-16433).  Jeffrey L. Tanenbaum, Esq.,
and Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, represent
the Debtors.  When the Debtors filed for bankruptcy, they reported
$354,811,000 in total assets and $1,078,478,000 in total debts on
a consolidated basis.


CONSOL ENERGY: Names P. Jerome Richey as VP & General Counsel
-------------------------------------------------------------
CONSOL Energy Inc. (NYSE: CNX) has named P. Jerome Richey as vice
president and general counsel, replacing Stephen E. Williams, who
elected to retire.

Mr. Richey will be responsible for the legal affairs of the
company, and will serve as the company's secretary.  He also will
advise CONSOL Energy's board of directors.

Prior to joining CONSOL Energy, Mr. Richey was a shareholder with
the Pittsburgh law firm of Buchanan Ingersoll.  During his career,
he held several high-level positions at the firm including in-
house ethics counsel and co- chair of the firm's compensation
committee.

His legal expertise includes labor and employment law, legal
ethics, and he is a frequent lecturer on issues pertaining to
corporate governance and compliance with the federal Sarbanes-
Oxley statutes.

"At a time when there is increasing emphasis on corporate
governance and the ethical conduct of business, we are very
excited to have a person of Mr. Richey's background and
credentials join our management team," said J. Brett Harvey,
president and CEO of CONSOL Energy.

In 2004 and 2005, Mr. Richey was named one of the Pennsylvania
Super Lawyers, an honor received by only the top 5 percent of
Pennsylvania lawyers.  He is a cum laude graduate of the
University of Pittsburgh Law School, where he also received his
undergraduate degree.  He is a Fellow in the College of Labor and
Employment Lawyers, a member of the Allegheny County and American
Bar associations, and an adjunct professor of law at the
University of Pittsburgh Law School.  He is widely published with
work appearing in the ABA's The Labor Lawyer, Pennsylvania Law
Weekly, National Law Journal, and Personnel Journal

                        About the Company

CONSOL Energy Inc. is the largest producer of high-Btu bituminous
coal in the United States.  CONSOL Energy has 17 bituminous coal
mining complexes in six states.  Also, the company is one of the
largest U.S. producers of coalbed methane with daily gas
production of approximately 159.5 million cubic feet from wells in
Pennsylvania, Virginia and West Virginia.  The company also has a
joint-venture company to produce natural gas in Virginia and
Tennessee, and the company produces electricity from coalbed
methane at a joint-venture generating facility in Virginia.

CONSOL Energy Inc. has annual revenues of $2.8 billion. It
received the U.S. Department of the Interior's Office of Surface
Mining National Award for Excellence in Surface Mining for the
company's innovative reclamation practices in 2002 and 2003. Also
in 2003, the company was listed in Information Week magazine's
"Information Week 500" list for its information technology
operations. In 2002, the company received a U.S. Environmental
Protection Agency Climate Protection Award. Additional information
about the company can be found at its web site:
http://www.consolenergy.com/

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2004,
Standard & Poor's Rating Services raised its rating on Consol
Energy Inc.'s 7.875% senior notes due 2012 to 'BB' from 'BB-' and
removed them from CreditWatch with positive implications, where
they were placed on April 30, 2004.

In addition, Standard & Poor's affirmed all other ratings on
Consol, including its 'BB-' corporate credit rating.  The outlook
is stable.

"The upgrade reflects the bonds' secured status, which was
mandated under its indenture following the recent completion of a
$600 million secured credit facility," said Standard & Poor's
credit analyst Dominick D'Ascoli.


DONNKENNY INC: Creditors Must File Proofs of Claim by March 11
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York, Manhattan Division, set March 11, 2005, at 5:00 p.m. as
the deadline for all creditors owed money by Donnkenny, Inc., and
its debtor-affiliates on account of claims arising prior to
February 7, 2005, to file their proofs of claim.

Creditors must file written proofs of claim on or before the March
11 Claims Bar Date and those claim forms must be delivered to:

              United States Bankruptcy Court
              Southern District of New York
              RE: Donnkenny, Inc., et al.
              P.O. Box 5052
              Bowling Green Station
              New York, NY 10274

The Claims Bar Date applies to all claims except for those
asserted by governmental units, which have until August 8, 2005 at
5:00 p.m., to file their claims.

Headquartered in New York City, 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.


E*TRADE FINANCIAL: Hosting Annual Analyst Webcast Today & Tomorrow
------------------------------------------------------------------
E*TRADE FINANCIAL Corporation (NYSE: ET) will offer a live webcast
of its annual analyst and institutional investor meeting to be
held today, Feb. 24, and tomorrow, Feb. 25, 2005.  The management
presentations will begin with a keynote address from Mitchell H.
Caplan, Chief Executive Officer, and R. Jarrett Lilien, President
and Chief Operating Officer, of E*TRADE Financial Corporation, at
9:00 p.m. ET today.  The general session will begin at 10:00 a.m.
ET tomorrow, Feb. 25, 2005, and will conclude at approximately
2:00 p.m. ET.

The live webcast will be available online in the Investor
Relations section of the Company's website at
http://www.etrade.com/Questions can be emailed to IR@etrade.com
The keynote address and general session will both be available in
listen-only mode by dialing 1-877-434-1281 and at 1-706-679-3933
for international callers.

A replay will be available on Friday, Feb. 25, through Friday,
March 11, 2005.  To access the replay via telephone, dial 1-800-
642-1687 and enter reservation # 3829387.  For international
replay, dial 1-706-645-9291 and enter reservation # 3829387.
Replay via on-demand webcast will also be available at
http://www.etrade.com/through Friday, March 11, 2005.

                        About the Company

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

                          *     *     *

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


EL PASO: Names Slate of Directors for Election at Annual Meeting
----------------------------------------------------------------
El Paso Corporation (NYSE: EP) named its slate of candidates for
election to the company's board of directors at its 2005 annual
meeting of stockholders.  The slate includes one new nominee and
eleven incumbent directors who are standing for reelection.

Robert F. Vagt is being nominated for election as a new member to
El Paso's board.  Mr. Vagt, 57, has been president of Davidson
College since July 1997.  Before assuming his position at Davidson
College, he served as president and chief operating officer of
Seagull Energy Corporation from 1996 to 1997; president, chairman,
and chief executive officer of Global Natural Resources from 1992
to 1996; and president and chief operating officer of Adobe
Resources Corporation from 1989 to 1992.  Prior to 1989, Mr. Vagt
served in various positions with Adobe Resources Corporation and
its predecessor entities. He is a member of the board of directors
of Cornell Companies, Inc.

"We believe Robert Vagt will be a valuable addition to our board
of directors," said Ronald L. Kuehn, El Paso's chairman of the
board.  "His varied experience in the upstream sector and his
successful leadership of an esteemed academic institution give him
a unique combination of industry knowledge and strategic planning
capabilities that will bring additional depth to our existing
board."

John M. Bissell will be retiring and will not stand for re-
election at the 2005 annual shareholder meeting later this year
pursuant to the board's retirement policy.  "John Bissell has
demonstrated outstanding leadership during his term on our board,"
Mr. Kuehn said.  "His guidance has been crucial to our success,
and we greatly appreciate his service to El Paso."

In addition to Mr. Vagt, El Paso's eleven incumbent director
nominees are:

   -- Juan Carlos Braniff - Business Consultant; Former Vice
      Chairman, Grupo Financiero BBVA Bancomer

   -- James L. Dunlap - Business Consultant; Former Vice Chairman,
      President, and Chief Operating Officer of Ocean
      Energy/United Meridian Corporation

   -- Douglas L. Foshee - President and Chief Executive Officer,
      El Paso Corporation
   -- Robert W. Goldman - Business Consultant; Former Senior Vice
      President, Finance and Chief Financial Officer of Conoco
      Inc.

   -- Anthony W. Hall, Jr. - Chief Administrative Officer, City of
      Houston, Texas

   -- Thomas R. Hix - Business Consultant, Former Senior Vice
      President of Finance and Chief Financial Officer of Cooper
      Cameron Corporation

   -- William H. Joyce - Chairman of the Board and Chief Executive
      Officer of Nalco Company

   -- Ronald L. Kuehn, Jr. - Chairman of the Board, El Paso
      Corporation

   -- J. Michael Talbert - Chairman of the Board, Transocean Inc.

   -- John Whitmire - Chairman of the Board, CONSOL Energy, Inc.

   -- Joe B. Wyatt - Chancellor Emeritus, Vanderbilt University

El Paso currently plans to hold its 2005 annual meeting of
stockholders in late May in Houston, Texas and will send official
notice of the meeting to its stockholders once the date, time and
location have been determined.

                        About the Company

El Paso Corporation -- http://www.elpaso.com/-- provides natural
gas and related energy products in a safe, efficient, dependable
manner. The company owns North America's largest natural gas
pipeline system and one of North America's largest independent
natural gas producers.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Moody's Investors Service confirmed El Paso Production Holding's
senior unsecured note and senior implied B3 ratings and moved the
rating outlook to stable.  Given El Paso Production's weak
production trend and natural gas price volatility, the outlook and
the ratings will be closely monitored.  El Paso Corporation wholly
owns El Paso Production.


EL PASO: Declares $0.04 per Share Quarterly Common Stock Dividend
-----------------------------------------------------------------
The Board of Directors of El Paso Corporation (NYSE: EP) declared
a quarterly dividend of $0.04 per share on the company's
outstanding common stock.  The dividend will be payable April 4,
2005, to shareholders of record as of the close of business on
March 4, 2005.  Outstanding shares of common stock entitled to
receive dividends as of Dec. 31, 2004, were 644,580,108.

                        About the Company

El Paso Corporation -- http://www.elpaso.com/-- provides natural
gas and related energy products in a safe, efficient, dependable
manner. The company owns North America's largest natural gas
pipeline system and one of North America's largest independent
natural gas producers.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Moody's Investors Service confirmed El Paso Production Holding's
senior unsecured note and senior implied B3 ratings and moved the
rating outlook to stable.  Given El Paso Production's weak
production trend and natural gas price volatility, the outlook and
the ratings will be closely monitored.  El Paso Corporation wholly
owns El Paso Production.


FEDEOLIVA USA LTD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fedeoliva U.S.A., Ltd.
        130 Water Street, Suite 6M
        New York, New York 10005

Bankruptcy Case No.: 05-11086

Type of Business: The Debtor is an olive oil distributor.
                  See http://www.fedeoliva.com/

Chapter 11 Petition Date: February 22, 2005

Court:  Southern District of New York (Manhattan)

Judge:  Robert D. Drain

Debtor's Counsel: Yann Geron, Esq.
                  Fox Rothschild LLP
                  13 East 37th Street, Suite 800
                  New York, New York 10016
                  Tel: (212) 682-7575
                  Fax: (212) 682-4218

Financial Condition as of February 18, 2005:

      Total Assets: $1,431,465

      Total Debts:  $4,885,031

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Fedeoliva S.C.A/ Expafe A.I.E.              $4,500,000
Ctra. Nacional IV, KM. 280.3
Guaraoman, Jaen Spain 23210
Tel: 01134-953-615200

Wakefern Food Corporation                     $206,410
600 York Street, P7-125
Elizabeth, New Jersey 07207-0506
Tel: (732) 906-5302

Chase, Auto Lease                              $83,263
P.O. Box 15594
Wilmington, DE 19886-1304
Tel: (800) 227-5151

Levy Boonshoft, P.C.                           $48,004
477 Madison Avenue
New York, New York 10022
Tel: (212) 751-6943

American Arbitration Association               $40,890
1633 Broadway, 10th Floor
New York, New York 10019
Tel: (212) 484-3279

NBS Marketing                                  $40,433
150 River Road, Building D-3
Montville, New Jersey 07045
Tel: (973) 331-0013

Bozzuto s Inc.                                 $14,849
275 Schoolhouse Road
Cheshire, CT 06410
Tel: (610) 266-7702

Foodtown                                       $13,802
215 Blair Road, CN 907
Avenel, New Jersey 07001
Tel: (732) 596-6000

Pioneer, White Rose                             $9,392
380 Middlesex Avenue
Carteret, New Jersey 07008
Tel: (732) 541-5555

Associated Food Stores                          $6,724
1800 Rockaway Avenue, Suite 200
Hewlett, New York 11557
Tel: (516) 256-3100

CM&F Insurance Broker                           $6,008
151 William Street
New York, New York 10038
Tel: (212) 233-8911

Key Food                                        $4,128
1200 South Avenue
Staten Island, New York 10314
Tel: (718) 370-4200

Big Y Foods Incorporated                        $3,802
2145 Roosevelt Avenue
Springfield, MA 01102-7840
Tel: (413) 784-0600

Meet Food, White Rose                           $3,576
380 Middlesex Avenue
Carteret, New Jersey 07008
Tel: (732) 541-5555

Shaws Supermarkets                              $3,332
P.O. Box 4930
Boston, MA 02212-4930
Tel: (208) 395-6036

Potomac Media                                   $3,000
2125 Observatory Place, N.W.
Washington, DC 20007
Tel: (202) 333-8622

Shu Min Nyein                                   $2,200
105 Stirrup Lane
Syosset, New York 11791

Karen J. Pallante                              Unknown
23 Jessica Lane                                and contingent
Staten Island, New York 10309
Tel: (718) 356-4022

Adelia Di Somma                                Unknown
8201 17th Avenue                               and contingent
Brooklyn, New York 11214
Tel: (718) 621-0332

GE Capital                                     Unknown
P.O. Box 642333                                and contingent
Pittsburgh, PA 15264-2333
Tel: (800) 633-3980


FEDERAL-MOGUL: Has Until June 1 to Remove State Court Actions
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the deadline before which Federal Mogul Corporation and its
debtor-affiliates may file notices to remove civil actions pending
as of their bankruptcy petition date, through and including
June 1, 2005.

The Court gave the Debtors more time to evaluate asbestos-related
actions in which one or more of the Debtors are the plaintiffs in
order to determine which actions might be suitable for removal.

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)


FIRSTPLUS FINANCIAL: Trust Asks for Five-Year Extension of Life
---------------------------------------------------------------
The FPFI Creditor Trust, created under the Modified Third Amended
Plan of Reorganization of FirstPlus Financial, Inc., dated April
7, 2000 (Doc. 2658), confirmed on April 10, 2000, asks the
Bankruptcy Court for a five-year extension of its life.

Under the Plan, the Trust was created to administer certain assets
for distribution to creditors under the Plan.  In accordance with
the Plan, on or about April 12, 2000, the Court entered an Order
appointing David T. Obergfell to serve as the Trustee (Doc. 2667).
Under the Plan, Mr. Obergfell is authorized to administer and
liquidate the property comprising the corpus of the Trust for the
benefit of the creditors of this bankruptcy estate.

Joseph A. Friedman , Esq., at Kane, Russell, Coleman & Logan,
P.C., counsel to the Trust, reports that Mr. Obergfell continues
to liquidate the assets of the Trust.  At present, the primary
assets of the Trust that remain to be liquidated for the benefit
of creditors are residuals -- junior derivative rights in
mortgage-backed or asset-backed securitizations that represent
cash flow in excess of the bond coupons and reserve requirements.
In short, they are assets that will produce cash flow to the Trust
for the benefit of Trust beneficiaries over time.

Prior to its bankruptcy filing, FirstPlus Financial, Inc.
participated in 20 securitization transactions that involved over
$7.3 billion in consumer loans between 1994 and 1998.  Most of the
residuals from these transactions, Mr. Friedman relates, should be
liquidated by 2011; however, Mr. Friedman says, it is also
possible that a significant amount of residuals will not be
liquidated until 2023.

Under Article 6.5.1 of the Plan, the Trust shall "terminate on the
date which is the fifth anniversary of its establishment unless
sooner terminated, or unless its termination date is extended by
the Court as provided in the Trust Agreement."  Under Article VIII
of the Trust Agreement for the FPFI Creditor Trust the Trust has a
five-year duration.  The Trust Agreement also states that the
Trustee may, on approval of the Court within 6 months of the
beginning of any extended term, and if it is in the best interest
of the Beneficiaries based upon a finding that an extension is
necessary to the liquidating purpose of the Trust, extend the term
of the Trust for one or more finite terms based upon the
particular facts and circumstances at that time.

In this case, Mr. Friedman argues, it is necessary for the Trustee
to continue to administer the Trust so as to be able to receive
cash flow generated by residuals, perhaps for a period extending
until 2023.  The Plan contemplated that the Trust would await the
receipt of these funds so as to maximize the benefit to Trust
beneficiaries.  Selling the Trust's interest in the residuals now
would substantially reduce the benefit of the residuals to the
beneficiaries.  Accordingly, the Trustee asks the Court to enter a
finding that an extension of the term of the Trust is necessary to
the liquidating purpose of the Trust.  In particular, the Trustee
asks the Court enter an order extending the term of the Trust for
five years through and including April 10, 2009, and for three
additional 5-year terms at the election of the Trustee.  This
qualification will allow the Trust to be extended through and
including 2024 if the Trustee or any successor trustee determines
that's necessary.

Mr. Obergfell also requests that he be permitted to terminate the
Trust in accordance with the Trust Agreement and applicable state
law at the earliest possible date.

The Bankruptcy Court will convene a hearing on the Trustee's
request at 1:15 p.m. on March 17, 2005.

FirstPlus Financial, Inc.'s bankruptcy case is identified as Case
No. 99-31869-HCA-11 and was filed in the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division.


FRESH CHOICE: Debtors' Exclusive Filing Period Expired on Feb. 5
----------------------------------------------------------------
Bankruptcy Court records show that Fresh Choice, Inc.'s exclusive
right to file a Chapter 11 Plan of Reorganization expired on
Feb. 5, 2005.  No chapter 11 plan's been filed by any party-in-
interest, and nobody's asked the U.S. Bankruptcy Court for the
Northern District of California, San Jose Division, for an
extension of the Debtors' exclusive period under 11 U.S.C. Sec.
1121 beyond that date.

In October 2004, Fresh Choice asked the Bankruptcy Court to extend
its exclusive period to file a plan through Feb. 9, 2005, and
extend its exclusive period to solicit acceptances of a plan
through April 8, 2005.  Multiple hearings were held during the
months that followed.  On Feb. 9, 2005, Judge Arthur S. Weissbrodt
signed an order providing:

      IT IS HEREBY ORDERED THAT:

          1.  Subject to the provisions of this order, pursuant to
      section 112l(d) of the Bankruptcy Code, the Debtor's
      Exclusive Filing Period is extended through and including
      February 5, 2005, and the Debtor's Exclusive Solicitation
      Period is extended through and including April 6, 2005
      without prejudice to the Debtor's right to seek further
      extensions based on the Court's determination of the Motion
      or further continuances of the hearing thereon.

          2.  Notwithstanding paragraph 1 hereof, the Debtor's
      Exclusive Filing and Solicitation Periods are terminated
      only as to the Official Committee of Unsecured Creditors of
      Fresh Choice, Inc. (the "Committee") and Crescent Real
      Estate Equities Limited Partnership ("Crescent").

          3.  Notwithstanding paragraphs 1 and 2 hereof, prior to
      February 6, 2005, neither the Debtor nor the Committee shall
      file a plan of reorganization without the affirmative
      consent of the other.

          4.  Prior to February 6, 2005, in the event the Debtor
      and/or the Committee file a plan of reorganization, Crescent
      shall have the right to file a plan of reorganization, and
      if the Debtor and/or the Committee do not file a plan of
      reorganization, Crescent shall have no right to file a plan
      of reorganization.

          5.  Prior to February 6, 2005, in the event that
      Crescent transfers (or enters into an agreement to transfer)
      all of its preferred shares in the Debtor to an assignee
      (the "Assignee") and Crescent or the Assignee desire for the
      Assignee to succeed to Crescent's rights that are set forth
      in Paragraph 4 hereof, Crescent or the Assignee shall
      provide the Debtor and the Committee with no less than
      fifteen (15) days notice of a motion to allow the Assignee
      to succeed to Crescent's rights in paragraph 4 hereof.   If
      the Debtor and the Committee do not file objections to the
      motion within fifteen (15) days from the date of service,
      such Assignee shall succeed to Crescent's rights under
      paragraph 4 and the moving party may withdraw the motion.
      If the Debtor and/or the Committee object to the motion, the
      motion shall be heard and resolved by the Court and the
      Court shall hear the matter at the Court's earliest
      convenience.

          6.  Nothing in this order shall limit the rights of the
      Debtor, Crescent, its Assignee, or the Committee to file a
      plan on and after February 6, 2005, or shall prejudice the
      Debtor's rights to seek further extensions of the Exclusive
      Periods.

Headquartered in Morgan Hill, California, Fresh Choice, Inc. --
http://www.freshchoice.com/--owns and operates a chain of more
than 40 salad bar eateries, mostly located in California.  The
company filed for chapter 11 protection on July 12, 2004 (Bankr.
N.D. Calif. Case No. 04-54318).  Debra I. Grassgreen, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $29,651,000 in total
assets and $14,348,000 in total debts.


G-FORCE: Fitch Puts Low-B Ratings on Six 2005-RR Certificates
-------------------------------------------------------------
G-FORCE 2005-RR LLC, series 2005-RR, commercial mortgage-backed
securities pass-through certificates are rated:

     -- $100,000,000 class A-1 'AAA';
     -- $219,954,000 class A-2 'AAA';
     -- $502,875,853 class X* 'AAA'
     -- $40,230,000 class B 'AA';
     -- $25,144,000 class C 'A';
     -- $5,029,000 class D 'A-';
     -- $16,972,000 class E 'BBB+';
     -- $8,172,000 class F 'BBB';
     -- $10,686,000 class G 'BBB-';
     -- $14,457,000 class H 'BB+';
     -- $6,286,000 class J 'BB';
     -- $5,658,000 class K 'BB-';
     -- $7,543,000 class L 'B+';
     -- $4,400,000 class M 'B';
     -- $5,029,000 class N 'B-';
     -- $5,028,000 class O-1 'NR';
     -- $5,028,000 class O-2 'NR';
     -- $5,028,000 class O-3 'NR';
     -- $5,028,000 class O-4 'NR';
     -- $5,028,000 class O-5 'NR';
     -- $8,175,853 class O-6 'NR'.

*Notional Amount and Interest Only

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are all
or a portion of 42 classes of fixed-rate commercial mortgage-
backed securities having an aggregate principal balance of
approximately $502,875,853, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please
see the report titled 'G-FORCE 2005-RR LLC, Series 2005-RR'
dated Jan. 14, 2005, available on the Fitch Ratings web site at
http://www.fitchratings.com/


GENTEK INC: Moody's Junks $135 Million Second-Lien Term Loan
------------------------------------------------------------
Moody's Investors Service has assigned the following new ratings
to GenTek Inc., a diversified industrial company.  The rating
outlook is stable.  The ratings and outlook are subject to review
of the final documentation of the financing transaction.

The new ratings assigned are:

   * B2 for the $60 million senior secured revolving credit
     facility, due 2010,

   * B2 for the $235 million senior secured term loan B, due 2011,

   * Caa1 for the $135 million second-lien term loan, due 2012,

   * B2 senior implied rating,

   * Caa2 issuer rating,

The ratings reflect GenTek Inc.'s significant debt leverage and
substantial operational challenges in its post-reorganization
operations.  The ratings also factor in the highly cyclical nature
of the company's revenue base, poor financial performance in
recent years, exposure to commodity price increases, under-funded
pension liabilities, and modest cash flow generation.  On the
other hand, the ratings recognize the potential benefits from a
number of restructuring and cost-cutting initiatives that the
company is undertaking, as well as currently adequate liquidity
condition.

The rating outlook is currently stable.  Factors that could have
negative rating implications include a failure to realize the
projected benefits from its restructuring plans and deterioration
in its key end-market conditions.  Factors that could have
positive rating implications include a substantial improvement in
financial performance and meaningful debt reductions.

GenTek Inc. is a diversified industrial company that operates in
three business segments.  The performance products segment
provides specialty inorganic chemical products and services
through three businesses: Sulfur Products, Water Treatment and
Reheis.

Its valve-train systems segment supplies stampings and precision
machined components and subassemblies to North American automotive
engine OEMs, Tier I suppliers, and heavy-duty diesel truck
manufacturers.  The company also manufactures electronic wire
harnesses and cable assemblies for major appliances, office
equipment and medical equipment makers, as well as auto suppliers.

Despite the diversification, most of GenTek Inc.'s end markets are
highly cyclical.  In the latest economic recession, the company
experienced considerable declines, particularly in the
communications business -- which was sold in May 2004.  The sharp
deterioration in business conditions, together with a substantial
amount of debt resulting from several large acquisitions made in
the late 1990s for certain performance chemicals and
communications businesses, drove the company into bankruptcy in
October 2002.

Since emerging from bankruptcy in November 2003, GenTek, Inc., has
undertaken major operational restructurings aimed at lowering its
cost base and realigning its manufacturing resources in its wire
harness business.  According to the company, these restructuring
efforts have resulted in considerable cost savings in 2004 and
more are expected in 2005.  However, Moody's cautions that the
restructuring of the wire harness operations involves relocating a
major portion of its manufacturing facilities to Mexico and India,
with the latter being a greenfield operation.

Although the company has achieved certain milestones in the
restructuring plan, the relocation entails considerable
operational risks.  In addition, GenTek Inc.'s supply contract
with Whirlpool requires automatic price reduction, which will put
constant pressure on GenTek's already thin margins in this
business if the restructuring plan is not successful.

The proceeds of the credit facility will be used primarily to fund
an approximately $320 million dividend payment to shareholders and
to make pension contributions of $35 million.  Pro forma for the
financing, GenTek Inc. will have approximately $380 million of
debt or 4.2 times adjusted 2004 EBITDA.  Adjusted 2004 EBITDA
would cover interest expense approximately 2.6 times.  The
$35 million pension contribution will reduce future on-going
funding requirement, but free cash flow generation will remain
modest for at least the first 2 years due to a combination of weak
earnings, high interest expenses, capital expenditures, and cash
restructuring charges.

Following the financing, GenTek Inc. is expected to have adequate
liquidity, supported primarily by the $60 million revolver.  The
company is required to maintain a minimum interest coverage ratio
of 2 times through the third quarter of 2005, stepping up to 2.25
times for the fourth quarter of 2005 and the first quarter of
2006.

The B2 rating on the senior secured revolver and term loan B
reflects their seniority in the company's debt structure and
benefits of the collateral package.  The facility will be secured
by a first priority lien on the capital stock as well as all
domestic assets of the company and its subsidiaries, and will be
guaranteed on a senior secured basis by all current and future
domestic subsidiaries.

The Caa1 rating on the $135 million second-lien term loan reflects
weak collateral support as well as effective subordination to
outstandings under the first-lien credit facility.  The term loan
is guaranteed by GenTek, Inc.'s current and future domestic
subsidiaries.

GenTek, Inc., headquartered in Parsippany, New Jersey, is a
diversified manufacturer of specialty chemicals, automotive valve
train systems, wire harnesses and other products.


GLOBAL CASINOS: Continuing Losses Trigger Going Concern Doubt
-------------------------------------------------------------
Global Casino, Inc., has a history of substantial net losses and a
shortage of working capital.  Although the Company has recently
improved its operating results, it continues to report an
accumulated deficit, which amounted to $11,593,918 at
Dec. 31, 2004.  Furthermore, it has not been sufficiently
profitable to pay all of its debts when due, and its officers and
directors have advanced funds so that it can continue operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

The Company continues its efforts to formulate plans and
strategies to address its financial condition and increase
profitability.  Operating expenses have been reduced and debts
have been restructured.  The Company continues to explore methods
to increase profitability; however, there can be no assurances
that management will be successful in their efforts.

The Bull Durham experiences a significant increase in business
during the summer tourist season.   Global Casinos operates in a
highly regulated environment subject to the political process.
Its retail gaming license is subject to annual renewal by the
Colorado Division of Gaming.  Changes to existing statutes and
regulations could have a negative effect on its operations.

While the Company believes that its capital resources are
sufficient to allow the continued operation of its casino, it does
not currently have sufficient resources to expand its operations,
or to satisfy overdue obligations of the parent company.

At December 31, 2004, the Company reported working capital of
$266,770 compared to a deficit of $1,364,046 at June 30, 2004.
The improvement in working capital was the result of gain from
debt restructuring, the reclassification of preferred stock into
equity from current liabilities and cash flow from operations.

Although operating results have recently improved and Global
Casinos successfully restructured some debt, there are some
negative conditions that it must continue to overcome.  As of
December 31, 2004, it had an accumulated deficit of $11,593,918
and had ceased operating all but one of its casinos.  Cash flow at
the remaining casino is positive, but payments from the subsidiary
to the parent company are restricted by agreement with the
mortgage holders.  The parent company is unable to satisfy all of
its obligations and it has survived because of funds advanced from
its officers, directors and affiliates.

Management continues its efforts to formulate plans and strategies
to address the Company's financial condition and increase
profitability.  However, there is no assurance of the success of
these efforts.

Global Casinos operates in the domestic gaming industry.  It was
organized as a holding company for the purpose of acquiring and
operating casinos, gaming properties and other related interests.
At December 31, 2004, its operations consisted solely of the Bull
Durham Saloon & Casino in Black Hawk, Colorado.  Its operations
are seasonal.


HATTERAS INCOME: Halts NYSE Trading & Begins Orderly Liquidation
----------------------------------------------------------------
At a special shareholders' meeting held Feb. 18, 2005,
shareholders of Hatteras Income Securities, Inc. (NYSE: HAT)
approved a Plan of Liquidation and Termination.  As a consequence,
the trading of the Company's stock was halted prior to the opening
of the New York Stock Exchange on Feb. 22, 2005.  In accordance
with the Plan, the Company will now cause the orderly liquidation
of all of its assets to cash form and will make a liquidating
distribution to each shareholder equal to the shareholder's number
of shares in the Company multiplied by the net asset value per
share.  The final liquidating distribution is expected to be made
on or about Feb. 28, 2005.  The Company will thereafter seek to
de-list from the NYSE, de-register under the Investment Company
Act of 1940 and dissolve as a North Carolina corporation.

The Company is a closed-end registered investment company advised
by Banc of America Capital Management, LLC., a Columbia Management
entity.  Columbia Management entities are subsidiaries of Bank of
America Corporation.


HEADLINE MEDIA: Shareholders Approve Name Change to Score Media
---------------------------------------------------------------
Headline Media Group, Inc., held its Annual and Special Meeting of
Shareholders at the TSX Gallery, in Toronto, Ontario, on Feb. 22
and received shareholder approval to change the name of the
Corporation from Headline Media Group, Inc., to Score Media, Inc.
The Corporation also filed to change its trading symbol on the
Toronto Stock Exchange from "HMG.sv" to "SCR.sv".

"Over the past 24 months, the Corporation has significantly
restructured its operations and is now predominantly focused on
sports media properties through its main asset -- The Score
Television Network," said John Levy Chairman and Chief Executive
Officer of Score Media.  "This new name better reflects the
Corporation's business focus, and captures the substantial brand
equity of the Corporation's main operating asset."

"2004 was another remarkable year for Score Media, and its
principal asset, The Score Television Network, continuing the
steady growth that we demonstrated in 2003," added Mr. Levy.
"Sports broadcasting continues to lead the expanding multi-channel
universe as the prime genre of choice, by delivering viewers live
sports, and real time sports news, information and highlights."

"As is our tradition at each Annual Meeting, we report on our
progress against objectives set in the prior year.  We continued
to increase revenue and profitability; we implemented several
initiatives including the restructuring and sale of two business
units; and we continued to streamline our corporate expenses.  We
are pleased to report that we delivered on each of those goals,"
said Patrick Michaud, Executive Vice President and Chief Financial
Officer.

Mr. Michaud added: "During the past year, we improved consolidated
EBITDA by $2.4 million.  In addition, The Score's revenues
increased, largely due to the implementation of the first stages
of a 40% increase in The Score's basic monthly wholesale rate.  We
anticipate the full benefit of that rate increase will be realized
in 2005.  Our financial position improved again for the third year
in a row, and last year's earnings momentum is continuing into
2005."

"Moving forward, Score Media is well positioned to take advantage
of new growth opportunities," added Mr. Levy.  "We will continue
building on the successes of this past year, and look forward to a
very exciting 2005 and beyond."

Score Media Inc. -- formerly known as Headline Media Group Inc. --
is a media company focused on the specialty television sector
through its main asset, The Score Television Network.  The Score
is a national specialty television service providing sports, news,
information, highlights and live event programming, available
across Canada in over 5.5 million homes.

The Company's stockholders' deficit as of November 30, 2004,
narrowed to $7,559,000 compared to an $8,094,000 deficit at
August 31, 2004.


HUFFY CORP: Wants Until June 17 to Make Lease-Related Decisions
---------------------------------------------------------------
Huffy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for an extension, until June 17, 2005, of their time to
decide whether to assume, assume and assign, or reject
nonresidential real property leases pursuant to Section 365(d)(4)
of the Bankruptcy Code.

The Debtors explain that they are continuing to evaluate their
business needs in light of their reorganization and need
additional time to determine which leases are essential or not to
the estates.  Also, Huffy and its affiliates are occupied with the
preparation and evaluation of financial projections and are
struggling to meet and maintain compliance with the strict rules
and regulations of SEC.

The Debtors add that they are also reestablishing business
relationships with suppliers and customers to repair damage caused
by their bankruptcy filings.

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


IMPATH: Committee Taps Bridge Associates as Wind-Down Consultant
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Impath Inc. and
its debtor-affiliates asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to employ Bridge
Associates LLC as its wind-down consultants, nunc pro tunc to
Jan. 27, 2005.

The Committee wants to draw on Bridge Associates' professional
services to ensure a smooth and orderly wind-down of the Debtors'
affairs as contemplated by their Liquidating Plan filed in
January.

Anthony H.N. Schnelling, Mark Stickel and David Garlock will be
primarily responsible for representing the Committee.  Messrs.
Schnelling, Stickel and Garlock will bill for their professional
services at their current hourly rates of $450, $350 and $295,
respectively.

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

Headquartered in New York, New York, Impath Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers.  The Company filed for chapter 11
protection on Sept. 28, 2003 (Bankr. S.D.N.Y. Case No.
03-16113).  George A. Davis, Esq., at Weil, Gotshal & Manges, LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$192,883,742 in total assets and $127,335,423 in total debts.


INDUSTRIAL ENT: Paying Stock Dividends for Power3 Medical Shares
----------------------------------------------------------------
Industrial Enterprises of America, Inc. (Pink Sheets: ILNP) f/k/a
Advanced Bio/Chem, disclosed that the Company's Board of Directors
has authorized the payment of a stock dividend to stockholders of
record as of the close of business on March 9, 2005.  Industrial
Enterprises of America, Inc. Stockholders will receive one share
of Power3 Medical Products, Inc. (OTCBB: PWRM) common stock for
every 10 shares they own of Industrial Enterprises of America,
payable on May 16, 2005.

The Company will pay a second, additional stock dividend of one
share of Power3 common stock for every 10 shares of Industrial
Enterprises of America to stockholders of record on May 9, 2005,
payable on May 16, 2005.  The Company currently owns 15,000,000
shares of common stock of Power3 Medical Products, making it one
of Power3's largest shareholders.  The current management of
Industrial Enterprises of America has decided to declare this
stock dividend in order to give back to the stockholders a portion
of the consideration received by the Company in exchange for the
assets sold to Power3 in May of 2004.  Management plans to
monetize the Company's remaining position in Power3 Medical
through the future sale of the remaining shares in private
transactions to inject capital into the Company.

                        About the Company

Industrial Enterprises of America, Inc., a Nevada corporation, is
headquartered in Houston, Texas. Industrial Enterprises of America
is the parent company of EMC Packaging, Inc., a Delaware
corporation that packages, markets and sells refrigerants. EMC
Packaging has been in this business since 1974. Its products serve
a variety of industries and its current clients include a number
of fortune 500 companies.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan 20, 2005,
Advanced Bio/Chem n/k/a Industrial Enterprises of America, Inc.,
has suffered recurring losses from operations and its total
liabilities exceed its total assets.  This raises substantial
doubt about the Company's ability to continue as a going concern.

The Company had a $3,676,849 working capital deficit at June 30,
2004.  The Company also had a $3,517,207 working capital deficit
at September 30, 2004.  These compare to a $1,977,216 working
capital deficit at the fiscal year end, December 31, 2003.  Net
cash provided by operations for the six months ended June 30,
2004, was a negative $324,561, compared to a negative cash flow in
the same period in 2003 of $335,060.  Net cash provided by
operations for the nine months ended September 30, 2004 was a
negative $551,966, compared to a negative cash flow in the same
period in 2003 of $606,990.

The Company obtained funds to operate in the six months ended
June 30, 2004, from the issuance of common stock in the amount of
$275,000 and increased notes payable to shareholders and related
parties of $100,000.

The Company obtained funds to operate in the nine months ended
September 30, 2004, from the issuance of common stock in the
amount of $405,000 and increased notes payable to shareholders and
related parties of $200,000.

In September 2004, the Company offered and sold an aggregate of
1,000,000 shares of its common stock to several accredited
investors for $0.05 per share.  The purchasers in this private
placement represented his or her intention to acquire the
securities for investment only and not with a view toward
distribution.  These securities were not sold through an
underwriter and there were no underwriting discounts or
commissions involved.  These sales and purchases in the private
placement were exempt from registration under the Securities Act
of 1933, as amended and the regulations promulgated thereunder, on
the basis that the private placement did not involve a public
offering.


INTERSTATE BAKERIES: Settles Service Warehouse Reclamation Claim
----------------------------------------------------------------
On Sept. 22, 2004, Service Warehouse Corporation served Interstate
Bakeries Corporation and its debtor-affiliates with a written
demand for reclamation of goods totaling $1,318,177.  The Debtors,
pursuant to the Court's Dec. 21, 2004, Reclamation Order,
confirmed that Service Warehouse held a valid reclamation claim,
but only for $764,551.

On Jan. 10, 2005, the Debtors filed an Amended and Restated
Schedule F - Creditors Holding General Unsecured Claims, which
listed Service Warehouse as holding a general unsecured trade
claim for $1,759,057.  The Claim was scheduled as contingent and
disputed due to issues regarding the reclamation claim asserted
by Service Warehouse.

The Debtors and Service Warehouse have resolved all issues
regarding prepetition claims that Service Warehouse holds or has
asserted against the Debtors.  Accordingly, the parties agree
that Service Warehouse will be granted an:

    (1) allowed reclamation claim against IBC Sales Corporation
        for $764,551 to be paid in accordance with the Reclamation
        Order; and

    (2) allowed general unsecured trade claim against IBC Sales
        for $994,506, to be treated in accordance with the
        provisions of the Bankruptcy Code or a confirmed plan of
        reorganization in the Debtors' Chapter 11 cases.


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

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


ISTAR FINANCIAL: Sets Exchange Ratio for TriNet's Senior Notes
--------------------------------------------------------------
iStar Financial Inc. (NYSE: SFI), the leading publicly traded
finance company focused on the commercial real estate industry,
and its subsidiary TriNet Corporate Realty Trust, Inc., disclosed
that iStar has set the exchange ratio on its offer to exchange
iStar Financial Inc. 5.70% Series B Senior Notes due 2014 for any
and all of TriNet's 7.70% Senior Notes due 2017.  The exchange
offer is scheduled to expire at 12:00 Midnight, New York City
time, today Feb. 24, 2005, unless extended.

For each $1,000 principal amount of TriNet Notes tendered, holders
will receive iStar Notes in an amount equal to $1,000 multiplied
by the exchange ratio.  The exchange ratio is equal to the
exchange price of the TriNet Notes, which includes accrued and
unpaid interest, divided by the new issue price of the iStar
Notes, which includes accrued and unpaid interest.  Since the
iStar Notes will be issued in denominations of $1,000, the
exchange ratio calculation will be rounded down to the nearest
$1,000 principal amount, with the balance payable in cash.

Based upon the yield of the 4.25% U.S. Treasury Note maturing
Nov. 15, 2014, at 2:00 p.m. New York City time on Feb. 22, 2005,
as calculated by Bear, Stearns & Co. Inc., the final exchange
price of the TriNet Notes, inclusive of the $20.00 consent amount
which will be paid to all tendering holders, and the new issue
price of the iStar Notes will be $1,184.39, and $1,011.43,
respectively, and the exchange ratio will be 1.171005.

As previously announced, holders of at least a majority in
principal amount of the TriNet Notes were properly tendered and
not validly withdrawn as of the consent date of February 11, 2005.
As a result, TriNet has executed the supplemental indenture giving
effect to the proposed amendments to the indenture governing the
TriNet Notes as described in the Prospectus, dated February 10,
2005 relating to the exchange offer and associated consent
solicitation.  iStar Financial's obligation to consummate the
exchange offer is subject to the satisfaction or waiver of other
customary conditions prior to the expiration of the offer.

Bear, Stearns & Co Inc. is acting as dealer manager in connection
with the Exchange Offer and Consent Solicitation. Questions
regarding the Exchange Offer may be directed to Bear, Stearns &
Co. Inc., Global Liability Management Group, at (877) 696-BEAR
(2327) (U.S. toll-free).

Copies of offer materials can be obtained from Georgeson
Shareholder at 17 State Street, 10th Floor, New York, N.Y. 10004,
by telephone at (866) 873-6993.

This announcement is not an offer of iStar Notes or a solicitation
of consents with respect to the TriNet Notes.  The exchange offer
and consent solicitation is being made solely by a Prospectus
dated February 10, 2005, and a form of Consent and Letter of
Transmittal that accompanied the original Prospectus dated
Jan. 25, 2005.

                         About the Company

iStar Financial -- http://www.istarfinancial.com/-- is the
leading publicly traded finance company focused on the commercial
real estate industry. The Company provides custom-tailored
financing to high-end private and corporate owners of real estate
nationwide, including senior and junior mortgage debt, senior and
mezzanine corporate capital, and corporate net lease financing.
The Company, which is taxed as a real estate investment trust,
seeks to deliver a strong dividend and superior risk-adjusted
returns on equity to shareholders by providing the highest quality
financing solutions to its customers.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
iStar Financial, Inc., plans to acquire Falcon Financial
Investment Trust.  Fitch expects no change to iStar's rating and
Outlook as a result of this transaction.  The iStar's ratings are:

      -- Senior unsecured debt: 'BBB-';
      -- Preferred stock 'BB';
      -- Rating Outlook Stable.


JACK H. MCCLUNG: Voluntary Chapter 7 Case Summary
-------------------------------------------------
Debtor: Jack Hugh McClung
        19200 East Camp Drive
        Meredian, Oklahoma 73058

Bankruptcy Case No.: 05-11240

Type of Business: The Debtor is the inventor of an emu-based
                  ointment called Blue Stuff.

Chapter 7 Petition Date: February 10, 2005

Court: Western District of Oklahoma

Judge: T.M. Weaver

Debtor's Counsel: Janice D. Lloyd, Esq.
                  Bellingham, Collins & Loyd, PC
                  2010 Oklahoma Tower
                  210 Park Avenue
                  Oklahoma City, OK 73102
                  Tel: 405-235-9371

Total Assets: $1,584,012

Total Debts:  $4,174,904


JEAN COUTU: Invests $24 Million in Its Canadian Operations
----------------------------------------------------------
The Jean Coutu Group (PJC), Inc., reports on recent investments in
its Canadian operations.  The Company completed the expansion of
its Information Technology Center in Longueuil, Quebec and
announces that it has undertaken construction of a new
distribution centre in Hawkesbury, Ontario.

The Company's Rx Center, built in early 2003, was recently doubled
in size from 30,000 to 60,000 square feet representing a total
investment of $6 million.  This investment supports the expansion
of The Jean Coutu Group's North American network and full time
employment at this facility will increase by more than 130 people
to over 265 people.

The Company's Hawkesbury distribution centre will be 250,000
square feet in size and is expected to come on stream by September
2005.  An investment of $18 million is dedicated to this project
where 30 people will be employed initially.  The existing
Longueuil distribution centre's capacity has expanded to its limit
and there is not enough room to support continued growth of the
Canadian network.  Initially, the new facility will manage the
Company's Canadian distribution of cosmetics and imported goods.
The new distribution centre will foster sales growth and serve as
a base for expansion of the network in Canada.

"Information technology and distribution of goods are core
functions at The Jean Coutu Group," said Fran?ois J. Coutu,
President and Chief Executive Officer.  "The expansion of our Rx
Center allows us to implement our industry leading information
technology solution throughout our North American network.  On the
other hand, our ability to effectively handle and distribute
products on two sites going forward will allow us to enhance
logistics as a source of competitive advantage."

The Jean Coutu Group (PJC), Inc., is the fourth largest drugstore
chain in North America and the second largest in both the eastern
United States and Canada.  The Company and its combined network of
2,225 corporate and affiliated drugstores (under the banners of
Eckerd, Brooks, PJC Jean Coutu, PJC Clinique and PJC Sante Beaute)
employ more than 60,000 people.

The Jean Coutu Group's United States operations employ over 46,000
persons and comprise 1,904 corporate owned stores located in 18
states of the Northeastern, mid-Atlantic and Southeastern United
States.  The Jean Coutu Group's Canadian operations and the
drugstores affiliated to its network employ over 14,000 people and
comprise 321 PJC Jean Coutu franchised stores in Quebec, New
Brunswick and Ontario.

                         *     *     *

As reported in the Troubled Company Reporter on July 21, 2004,
Standard & Poor's Ratings Services rated Jean Coutu Group, Inc.'s
US$250 million senior unsecured notes 'B'.  The 'BB' bank loan
ratings and the '1' recovery rating indicate that lenders can
expect full recovery of principal in the event of a default.  The
outlook is negative.


JOY GLOBAL: Board Declares Quarterly Cash Dividend
--------------------------------------------------
Joy Global Inc.'s (Nasdaq: JOYG) Board of Directors declared a
quarterly dividend in the amount of $0.1125 per share to be paid
on March 22, 2005 to shareholders of record on March 8, 2005.

Commenting on the action, John Hanson, chairman, president and CEO
stated, "In light of the 3-for-2 stock split that took place in
January, this dividend represents the third 50% increase in our
quarterly dividend rate in the last 13 months.  This action
continues the commitment of the Board of Directors to increase
returns to our shareholders and establishes a dividend rate that
is consistent with those of solid investment grade industrial
companies."

                        About the Company

Joy Global Inc. is a worldwide leader in manufacturing, servicing
and distributing equipment for surface mining through P&H Mining
Equipment and underground mining through Joy Mining Machinery.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Joy Global, Inc., to 'BB+' from 'BB', raised all other
ratings on the company, and removed all ratings from CreditWatch,
where they had been placed on Oct. 22, 2004.

The outlook is positive on the Milwaukee, Wisconsin-based company.
Rated debt is approximately $400 million.

"This action reflects the improved credit profile because of the
solid improvement in the company's operating cash flow and capital
structure," said Standard & Poor's credit analyst John Sico.
"Although the progress is the direct result of the upturn in
commodity markets leading to increased demand for the company's
mining equipment, management's financial policies should sustain
credit measures consistent with the higher rating, despite an
inevitable cyclical downturn."


KAISER: Court Approves Alpart & Jamaica's Disclosure Statement
--------------------------------------------------------------
Kaiser Aluminum Corporation disclosed that, with some clarifying
modifications announced at a hearing yesterday, the U.S.
Bankruptcy Court for the District of Delaware has approved the
amended disclosure statement for Alpart Jamaica, Inc., and Kaiser
Jamaica Corporation.

The company expects to file an amended plan and disclosure
statement containing these modifications within the next few days.
None of the modifications is expected to affect any of the
proposed distributions previously contained in the prior filed
documents.

Alpart Jamaica, Inc., and Kaiser Jamaica Corporation are the
subsidiaries through which Kaiser Aluminum & Chemical Corporation
owned its interests in Alumina Partners of Jamaica, a partnership
that owns and operates a bauxite mining operation and alumina
refinery located in Jamaica.  As previously announced, AJI and KJC
sold their interests in Alpart on July 1, 2004.

Approval of the disclosure statement marks the point from which
solicitation and voting on the liquidating plan can begin.  The
Court has scheduled a hearing to begin on April 13 to consider
confirmation of the Debtors' liquidating plan.

                          *     *     *

On Feb. 11, 2005, Alpart Jamaica, Inc., and Kaiser Jamaica
Corporation delivered to the Court their first amended Chapter 11
joint plan of liquidation.

Exactly a week after, on Feb. 18, 2005, Kaiser Aluminum
Corporation and its debtor-affiliates filed the second amendment
to their Liquidation Plan.

                 First Amended Liquidation Plan

Alpart Jamaica and Kaiser Jamaica delineate that if the First
Amended Liquidation Plan is confirmed and consummated in
accordance with its terms, holders of Allowed 9-7/8% Senior Note
Claims and 10-7/8% Senior Note Claims in Subclass 3A -- if both
Subclass 3A and Subclass 3B vote to accept the Plan -- will
receive from the Unsecured Claims Trust Account their Pro Rata
share of Public Note Distributable Consideration remaining after
first giving effect to certain payments by the Distribution
Trustee from the Note Public Note Distributable Consideration:

   (a) the payment to be made to J.P. Morgan Trust Company, N.A.,
       as successor indenture trustee, for the benefit of the
       holders of $20,000,000 worth of Parish of St. James, State
       of Louisiana, Solid Waste Disposal Revenue Bonds (Kaiser
       Aluminum Project) Series 1992 -- the 7-3/4% SWD Revenue
       Bonds;

   (b) the payment of up to $500,000 of the reasonable out-of-
       pocket expenses incurred and paid by JPMorgan Trust and
       certain holders of 7-3/4% SWD Revenue Bonds in their
       adversary proceeding commenced against the Debtors -- the
       7-3/4% SWD Revenue Bond Dispute -- and the civil action
       currently pending before the United States District Court
       for the Eastern District of Louisiana styled Paul J.
       Guillot, et al. v. Credit Suisse First Boston, LLC;

   (c) the payment of the aggregate fees payable to:

       -- U.S. Bank National Association, as successor indenture
          trustee under the:

          (1) 9-7/8% Senior Note Indenture; and

          (2) 10-7/8% Senior Note Indentures; and

       -- counsel for the ad hoc group of holders of Senior Notes
          comprised of:

          (1) Trilogy Capital,
          (2) Caspian Capital Partners,
          (3) Canyon Partners,
          (4) Citadel Equity Fund Ltd.,
          (5) Citadel Credit Trading Ltd.,
          (6) Durham Asset Management L.L.C.,
          (7) Farallon Capital Management L.L.C., and
          (8) TCM Spectrum Fund L.P.; and

   (d) the payment of $8.0 million to be made to Law Debenture
       Trust Company of New York, as successor indenture trustee
       under the Senior Subordinated Note Indenture, for the
       benefit of the holders of Senior Subordinated Note Claims;

The "Public Note Distributable Consideration" is the Public Note
Percentage of the Cash in the Unsecured Claims Trust Account plus
Cash in the amount of the aggregate fees -- in accordance with
the Plan up to an aggregate not to exceed $1.5 million -- payable
to the 9-7/8% Senior Note Indenture Trustee, the 10-7/8% Senior
Note Indenture Trustee, and the Ad Hoc Group.

On the other hand, if either Subclass 3A or Subclass 3B rejects
the Plan, holders of Allowed 9-7/8% Senior Note Claims and
10-7/8% Senior Note Claims in Subclass 3A will receive that
portion of the Public Note Distributable Consideration to which
the Court determines they are entitled to, provided the
distributions ultimately made to an Allowed Senior Note Claim
Holder will be reduced by that Holder's proportional share of the
Senior Notes Fee Payments and, if the Court determines that
Allowed Senior Subordinated Note Claim Holders are not entitled
to any portion of the Subclass 3A Distributable Consideration,
the 7-3/4% SWD Revenue Bond Payment -- or, in the alternative, a
reservation -- if any, and any 7-3/4% SWD Revenue Bond
Plaintiffs' Expense Payments.

Holders of Allowed Senior Subordinated Note Claims in Subclass 3B
-- if both Subclass 3A and Subclass 3B vote to accept the Plan --
will receive their Pro Rata Share of $8.0 million to be paid to
the Senior Subordinated Note Indenture Trustee, provided that any
and all fees or expenses payable to the Senior Subordinated Note
Indenture Trustee pursuant to the Senior Subordinated Note
Indenture will, in all events, be payable solely from the $8.0
million payment.

Furthermore, if either Subclass 3A or Subclass 3B fails to accept
the Plan, Allowed Senior Subordinated Note Claim Holders in
Subclass 3B will receive that portion, if any, of the Public Note
Distributable Consideration to which the Court determines they
are entitled to, provided any distributions ultimately made to a
holder of an Allowed Senior Subordinated Note Claim may be
reduced by that holder's proportional share of any and all fees
and expenses payable to the Senior Subordinated Note Trustee
pursuant to the Senior Subordinated Note Indenture, which will,
subject to the Trustee's right to seek payment by the Debtors of
those fees and expenses pursuant to Section 503(b)(5) of the
Bankruptcy Code, be payable solely from the distributions.

                        Sources of Cash

Alpart Jamaica and Kaiser Jamaica clarify that the Cash available
in their Estates to fund the First Amended Plan will come from:

   (a) the net Cash proceeds received by the Liquidating Debtors
       in connection with the sale of their interests in Alumina
       Partners of Jamaica, Inc., pursuant to the Purchase
       Agreement among the Liquidating Debtors, Kaiser Aluminum &
       Chemical Corporation, Kaiser Aluminum International, Inc.,
       Kaiser Bauxite Company, and Quality Incorporations I
       Limited -- after taking into account the costs and
       expenses of the sale payable by the Liquidating Debtors in
       accordance with the Intercompany Claims Settlement --
       together with related interest and earnings from that
       investment;

   (b) the net Cash proceeds allocable to Kaiser Bauxite Company
       from the sale of its interests in and related to Kaiser
       Jamaica Bauxite Company and KACC's alumina refinery in
       Gramercy, Louisiana, received by the Liquidating Debtors
       pursuant to the Intercompany Claims Settlement -- after
       taking into account the reimbursement of KACC for
       professional fees and expenses of Kaiser Bauxite incurred
       after July 1, 2004, and before the closing of the sale of
       the Gramercy Interests in accordance with the Intercompany
       Claims Settlement -- together with any related interest
       and earnings from that investment; and

   (c) proceeds from preference actions, fraudulent conveyance
       actions, rights of set-off, and other claims or causes of
       action under Chapter 5 of the Bankruptcy Code and other
       applicable bankruptcy or non-bankruptcy law.

The Liquidating Debtors currently estimate that, as of the
Effective Date -- which is assumed to occur on April 30, 2005 --
the Alpart Proceeds will be approximately $273.8 million and the
Kaiser Bauxite Proceeds will be approximately $4.0 million.  The
Liquidating Debtors and the Official Committee of Unsecured
Creditors are not aware of any Recovery Actions, and have
therefore determined that Recovery Action Proceeds will be zero.

                          Uses of Cash

Under the First Amended Plan, the Liquidating Debtors' Cash as of
the Effective Date will be used to:

   (a) fund the segregated trust account to be established and
       maintained to fund the payment of any and all reasonable
       fees, costs and expenses incurred by the Distribution
       Trustee in its capacity as Distribution Trustee under the
       Liquidation Plan or the Distribution Trust Agreement;

   (b) fund the segregated trust account to be established and
       maintained by the Distribution Trustee to satisfy Allowed
       Secured Claims, Allowed Administrative Claims, Allowed
       Priority Claims and Allowed Priority Tax Claims against
       the Liquidating Debtors' estates in accordance with the
       Liquidation Plan;

   (c) provide for up to $1.5 million of the Senior Notes Fee
       Payments;

   (d) make any Intercompany Settlement Payments; and

   (e) then fund the Unsecured Claims Trust Account with any
       remaining Cash.

The Liquidating Debtors and the Creditors Committee currently
anticipate that available Cash will be applied initially as:

(In millions)

Estimated Available Cash                                 $277.8
   Estimated Funding of
      Distribution Trust Expenses Account                  (1.0)
      Priority Claims Trust Account              (12.5) - (17.5)
   Estimated Senior Notes Fee Payments                     (1.5)
   Estimated Intercompany Settlement Payments          0 - (4.0)
                                                 --------------
Estimated Cash Remaining to Initially
   Fund Unsecured Claims Trust Account          $253.8 - $262.8
                                                 ==============

Based on the various estimates and assuming there are no Allowed
Unsecured Claims, the aggregate Cash ultimately to be distributed
to the Pension Benefit Guaranty Corporation, as the holder of the
PBGC Claims, would be $81.2 million to $84.1 million.  The
Liquidating Debtors report that $172.6 million to $178.7 million
would remain available for distribution to holders of Senior Note
Claims and Senior Subordinated Note Claims and, if applicable,
holders of 7-3/4% SWD Revenue Bonds.

The aggregate Cash ultimately to be distributed to holders of
Senior Note Claims and Senior Subordinated Note Claims depends
on, among other things:

   -- whether Subclass 3A and Subclass 3B vote to accept or
      reject the Plan; and

   -- the outcome of certain litigation relating to the relative
      priority of holders of Senior Note Claims and holders of
      Senior Subordinated Note Claims to payments by the Debtors
      that guaranteed the Senior Notes and the Senior
      Subordinated Notes, including Alpart Jamaica and Kaiser
      Jamaica.

Additionally, the Liquidating Debtors illustrate that based on
the various estimates and assuming there are no Allowed Other
Unsecured Claims, the aggregate Cash will be distributed to
holders of Senior Note Claims and Senior Subordinated Note Claims
in each of these four scenarios:

   Scenario A     Subclass 3A and Subclass 3B vote to accept the
                  Plan;

   Scenario B     Subclass 3A or Subclass 3B fails to accept the
                  Plan and the Bankruptcy Court rules in favor of
                  the 9-7/8% Senior Note Indenture Trustee, the
                  10-7/8% Senior Note Indenture Trustee and the
                  Ad Hoc Group -- the Senior Note Parties -- in
                  the Guaranty Subordination Dispute such that
                  the Senior Subordinated Note Claims are
                  subordinated to the Senior Note Claims;

   Scenario C     Subclass 3A or Subclass 3B fails to accept the
                  Plan and the Bankruptcy Court rules in favor of
                  the Senior Subordinated Note Indenture Trustee
                  in the Guaranty Subordination Dispute such that
                  the Senior Subordinated Note Claims and the
                  Senior Note Claims are treated on a pari passu
                  basis; and

   Scenario D     Subclass 3A or Subclass 3B fails to accept the
                  Plan and the Bankruptcy Court rules in favor of
                  Liverpool Limited Partnership, a holder of
                  9-7/8% Senior Notes and Senior Subordinated
                  Notes, in the Guaranty Subordination Dispute
                  such that the Senior Subordinated Note Claims
                  are subordinated, but only to a portion of the
                  9-7/8% Senior Note Claims and not to any of the
                  10-7/8% Senior Note Claims.

                       Estimated Aggregate Cash Distribution
                                   (In Millions)

                   Scenario A      Scenario B      Scenario C      Scenario
D
                 --------------  --------------  --------------  -----------
---
10-7/8% Senior
Note Claims        $90.9 - 94.3    $95.2 - 98.7    $47.4 - 49.0    $47.4 -
49.0

9-7/8% Senior
Note Claims         70.0 - 72.7     73.4 - 76.0     36.5 - 37.8     95.6 -
95.7

Senior
Subordinated
Note Claims                 8.0               -     88.7 - 91.9     29.6 -
34.0
                 ==============  ==============  ==============
==============

Although the Debtors and the Creditors Committee believe that no
Other Unsecured Claims will ultimately be allowed, in the event
Other Unsecured Claims that have been asserted are not disallowed
before the Effective Date, Disputed Claims Reserves would have to
be established in respect of Subclass 3D, thereby further
reducing the initial Cash distributions to be made to holders of
Senior Subordinated Note Claims in certain circumstances and to
the PBGC.

Based on the estimated Cash distributions, the Liquidating
Debtors illustrate the estimated percentage recovery by holders
of Senior Note Claims and Senior Subordinated Note Claims in each
of Scenario A, Scenario B, Scenario C and Scenario D:

                       Estimated Aggregate Cash Distribution
                                   (In Millions)

                   Scenario A      Scenario B      Scenario C      Scenario
D
                 --------------  --------------  --------------  -----------
---
10-7/8% Senior
Note Claims       35.6% - 36.9%   37.3% - 38.6%   18.5% - 19.2%   18.5% -
19.2%

9-7/8% Senior
Note Claims       35.6% - 36.9%   37.3% - 38.6%   18.5% - 19.2%   48.6% -
48.6%

Senior
Subordinated
Note Claims                1.7%               -   18.5% - 19.2%     6.2% -
7.1%
                 ==============  ==============  ==============
==============

                      Postpetition Financing

The Court approved a $200,000,000 replacement financing agreement
for certain other Debtors on February 11, 2005.  In relation,
because Alpart Jamaica and Kaiser Jamaica have liquidated their
assets and have no working operations, the Liquidating Debtors
are not parties to the replacement financing agreement and the
lenders under the replacement financing agreement have no Liens
on the Cash held by the Liquidating Debtors.

                  Intercompany Claims Settlement

The material terms of the Intercompany Claims Settlement -- as
amended -- specifically relating to the Liquidating Debtors
include, among others:

   * On the effectiveness of the Intercompany Claims Settlement,
     various offsets and transfers will be effected, with the
     ultimate economic effect that Intercompany Claims held by or
     against the Liquidating Debtors will be released, subject to
     certain exceptions;

   * On the closing of the sale of the Liquidating Debtors'
     interests in Alpart, KACC was entitled to, and received,
     Cash proceeds of approximately $43.0 million;

   * KACC will have an Allowed Administrative Claim against the
     Liquidating Debtors for $22.0 million, subject to certain
     adjustments, including reductions to the extent KACC
     received positive net cash flow from the Liquidating Debtors
     from January 1, 2004, through June 30, 2004;

   * If the Liquidation Plan becomes effective by April 30, 2005,
     the Liquidating Debtors will pay an additional $2.5 million
     to KACC;

   * On the effectiveness of the Intercompany Claims Settlement,
     the Liquidating Debtors will receive $4.0 million, less
     certain cost reimbursements to KACC in respect of Kaiser
     Bauxite, from the proceeds of the sale of the Gramercy
     Interests;

   * The Liquidating Debtors are responsible for the payment of
     third-party costs of administration of the Chapter 11 cases
     incurred after June 30, 2004; and

   * The Liquidating Debtors are responsible for all foreign
     Taxes, transfer Taxes and recording fees payable by the
     Liquidating Debtors as a result of the sale of their
     interests in Alpart and all other foreign taxes payable by
     them, whether for current or prior years.

                 Second Amended Liquidation Plan

The Second Amended Plan contemplates certain modifications to
Liquidation Plan provisions relating to:

A. PBGC Claims

Alpart Jamaica and Kaiser Jamaica declare that the treatment of
the PBGC Claims in Subclass 3C is not in conformity with the
terms of the PBGC Settlement Agreement because under the terms of
the Second Amended Plan the PBGC will actually receive slightly
less than 32% of the aggregate distributions being made to
Subclass 3A, 3B, and 3C.  The PBGC consents to the contemplated
treatment of its claims.

B. Uses of Cash

"Scenario D" is revised to include additional conditions.  Under
the Second Amended Plan, Scenario D will now read:

     Subclass 3A and Subclass 3B fail to accept the Plan
     and the Bankruptcy Court rules in favor of Liverpool
     Limited Partnership, a holder of 9-7/8% Senior Notes
     and Senior Subordinated Notes, on all positions
     asserted by Liverpool in the Guaranty Subordination
     Dispute such that the Senior Subordinated Note Claims
     are ultimately determined by the Bankruptcy Court to be
     subordinated, but only to $100 million of the current
     principal amount of the 9-7/8% Senior Notes and not to
     any of the 10-7/8% Senior Notes.

The Liquidating Debtors clarify that the estimated recoveries
under Scenario D are calculated based on the assumption that
Liverpool prevails on each of its currently asserted positions.
If Liverpool does not prevail on certain of its positions, the
estimated distribution to the 9-7/8% Senior Note Claims would be
accordingly reduced.

C. Releases, Limitation of Liability, Injunctions and
   Preservation of Insurance

The Liquidating Debtors further delineate the release provisions
of the Second Amended Plan to provide that as of the Effective
Date, the Liquidating Debtors and any holder of a claim that
votes in favor of the Plan will be deemed to release, waive and
discharge all claims and rights against the Creditors Committee,
its members, any Indenture Trustee, any of the Debtors' directors
or officers, or any professionals representing the Debtors, the
Creditors Committee, its members, or the Indenture Trustees,
except for Claims or rights based on:

   (i) acts or omissions of any person constituting gross
       negligence or willful misconduct;

  (ii) if the holders of the Senior Subordinated Note Claims are
       determined to be entitled to a distribution in respect of
       the Claims, acts or omissions of any person related to or
       giving rise to the circumstances underlying any of the
       Contractual Subordination Disputes; or

(iii) contractual obligations of, or loans owed by, any person
       to a Debtor.

A copy of Alpart Jamaica and Kaiser Jamaica's First Amended
Liquidation Plan is available for free at:

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

A copy of Alpart Jamaica and Kaiser Jamaica's First Amended
Disclosure Statement is available for free at:

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

A copy of Alpart Jamaica and Kaiser Jamaica's Second Amended
Liquidation Plan is available for free at:

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

A copy of Alpart Jamaica and Kaiser Jamaica's Second Amended
Disclosure Statement is available for free at:

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

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429). Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts. On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.


KAISER: Court Approves Australia & Finance's Disclosure Statement
-----------------------------------------------------------------
Kaiser Aluminum Corporation disclosed that, with some clarifying
modifications announced at a hearing yesterday, the U.S.
Bankruptcy Court for the District of Delaware has approved the
amended disclosure statement for Kaiser Alumina Australia
Corporation and Kaiser Finance Corporation.

The company expects to file an amended plan and disclosure
statement containing these modifications within the next few days.
None of the modifications is expected to affect any of the
proposed distributions previously contained in the prior filed
documents.

A wholly owned subsidiary of Kaiser Aluminum & Chemical
Corporation, KAAC owns a 20% interest in Queensland Alumina
Limited, which owns and operates an alumina refinery located in
Australia.  KACC and KAAC expect to close on the sale of their
interests in QAL to Rusal around the end of the first quarter or
early in the second quarter of 2005.  KFC is a wholly owned
subsidiary of KAAC.  Its primary assets are intercompany loans to
KACC and certain of KACC's other subsidiaries.

Approval of the disclosure statement marks the point from which
solicitation and voting on the liquidating plans can begin.  The
Court has scheduled a hearing to begin on April 13 to consider
confirmation of the Debtors' liquidating plan.

                          *     *     *

In a span of about a week, Kaiser Alumina Australia Corporation
and Kaiser Finance Corporation twice amended their Chapter 11
joint plan of liquidation.

On Feb. 11, 2005, Kaiser Australia and Kaiser Finance delivered
their first amended liquidation plan to the Bankruptcy Court.

                  Recovery of Senior Noteholders

The Liquidating Debtors clarify that if their Plan is confirmed
and consummated in accordance with its terms, holders of Allowed
9-7/8% Senior Note Claims and 10-7/8% Senior Note Claims in
Subclass 3A -- if both Subclass 3A and Subclass 3B vote to accept
the Plan -- will receive from the Unsecured Claims Trust Account
their Pro Rata Share of the Public Note Distributable
Consideration, that is, the Public Note Percentage of the Cash
and other property in the Unsecured Claims Trust Account,
remaining after first giving effect to these payments by the
Distribution Trustee from the Public Note Distributable
Consideration:

   (a) the payment to be made to J.P. Morgan Trust Company, N.A.,
       as successor indenture trustee, for the benefit of the
       holders of $20,000,000 worth of Parish of St. James, State
       of Louisiana, Solid Waste Disposal Revenue Bonds (Kaiser
       Aluminum Project) Series 1992 -- the 7-3/4% SWD Revenue
       Bonds;

   (b) the payment of up to $500,000 of the reasonable out-of-
       pocket expenses incurred and paid by JPMorgan Trust and
       certain holders of 7-3/4% SWD Revenue Bonds in their
       adversary proceeding initiated against the Debtors -- the
       7-3/4% SWD Revenue Bond Dispute -- and in the civil action
       currently pending before the United States District
       Court for the Eastern District of Louisiana styled Paul J.
       Guillot, et al. v. Credit Suisse First Boston, LLC;

   (c) the payment of the aggregate fees payable to U.S. Bank,
       N.A., the Indenture Trustee to the 9-7/8% Senior Notes and
       the 10-7/8% Senior Notes, and the counsel for the ad hoc
       group of holders of Senior Notes in accordance with the
       Plan; and

   (d) the payment of $8.0 million to be made to Law Debenture
       Trust Company of New York, the Senior Subordinated Note
       Indenture Trustee, for the benefit of the holders of
       Senior Subordinated Note Claims.

The Ad Hoc Group is comprised of Trilogy Capital, Caspian Capital
Partners, Canyon Partners, Citadel Equity Fund Ltd., Citadel
Credit Trading Ltd., Durham Asset Management L.L.C., Farallon
Capital Management L.L.C. and TCM Spectrum Fund L.P.

If either Subclass 3A or Subclass 3B fails to accept the Plan,
holders of Allowed 9-7/8% Senior Note Claims and 10-7/8% Senior
Note Claims in Subclass 3A will receive that portion of the
Public Note Distributable Consideration to which the Bankruptcy
Court determines they are entitled.  Distributions ultimately
made to a holder of an Allowed Senior Note Claim will be reduced
by the holder's proportional share of the Senior Notes Fee
Payments and, if the Bankruptcy Court determines that holders of
Allowed Senior Subordinated Note Claims are not entitled to any
portion of the Subclass 3A Distributable Consideration, the
7-3/4% SWD Revenue Bond Payment -- or a reservation in lieu
thereof -- if any, and any 7-3/4% SWD Revenue Bond Plaintiffs'
Expense Payments.

Holders of Allowed Senior Subordinated Note Claims in Subclass
3B, if either Subclass 3A or Subclass 3B fails to accept the
Plan, will receive that portion, if any, of the Public Note
Distributable Consideration to which the Bankruptcy Court
determines they are entitled, provided any distributions
ultimately made to a holder of an Allowed Senior Subordinated
Note Claim may be reduced by that holder's proportional share of
any and all fees and expenses payable to the Senior Subordinated
Note Trustee pursuant to the Senior Subordinated Note Indenture,
which will, subject to the Trustee's right to seek payment by the
Debtors of the fees and expenses pursuant to Section 503(b)(5) of
the Bankruptcy Code, be payable solely from the distributions.

              Estimated Aggregate Cash Distribution

The Liquidating Debtors and the Creditors Committee currently
estimate that, assuming the Effective Date occurs on or prior to
June 30, 2005, the Intercompany Settlement Payments will be
$47.5 million and that approximately $10.0 million to
$21.0 million will be credited against the Intercompany
Settlement Payments. Accordingly, it is projected that net
Intercompany Settlement Payments will be approximately
$26.5 million to $37.5 million.

The Liquidating Debtors and the Creditors Committee further
estimate that the Unsecured Claims Trust Account ultimately would
be funded with an aggregate of $332.5 million to $357.5 million
assuming:

   (a) aggregate actual payments from the Distribution Trust
       Expenses Account are $1.0 million;

   (b) aggregate actual payments from the Priority Claims Trust
       Expenses Account are between $11.0 million -- which
       assumes that the $10.0 million to be initially reserved
       for payments in respect of potential claims for
       indemnification under the QAL Purchase Agreement is
       ultimately released in its entirety for distribution to
       holders of Allowed Unsecured Claims -- and $25.0 million
       -- which assumes that the $10.0 million to be initially
       reserved for payments in respect of potential claims for
       indemnification under the QAL Purchase Agreement is used
       in its entirety to make the payments and, accordingly,
       that no portion thereof is ever released for distribution
       to holders of Allowed Unsecured Claims; and

   (c) aggregate actual Intercompany Settlement Payments are
       between $26.5 million and $37.5 million.

Based on these various estimates and assuming there are no
Allowed Unsecured Claims, the aggregate Cash ultimately to be
distributed to the Pension Benefit Guaranty Corporation on
account of its Claims would be $106.4 million to $114.4 million.
The Liquidating Debtors note that $226.1 million to $243.1
million would remain available for distribution to holders of
Senior Note Claims and Senior Subordinated Note Claims and, if
applicable, holders of 7-3/4% SWD Revenue Bonds.

The Liquidating Debtors illustrate the aggregate Cash ultimately
to be distributed to holders of Senior Note Claims and Senior
Subordinated Note Claims, based on the various estimates and
assuming there are no Allowed Other Unsecured Claims, in each of
these four scenarios:

   Scenario A     Subclass 3A and Subclass 3B vote to accept the
                  Plan;

   Scenario B     Subclass 3A or Subclass 3B fails to accept the
                  Plan and the Bankruptcy Court rules in favor of
                  the 9-7/8% Senior Note Indenture Trustee, the
                  10-7/8% Senior Note Indenture Trustee and the
                  Ad Hoc Group -- the Senior Note Parties -- in
                  the Guaranty Subordination Dispute such that
                  the Senior Subordinated Note Claims are
                  subordinated to the Senior Note Claims;

   Scenario C     Subclass 3A or Subclass 3B fails to accept the
                  Plan and the Bankruptcy Court rules in favor of
                  the Senior Subordinated Note Indenture Trustee
                  in the Guaranty Subordination Dispute such that
                  the Senior Subordinated Note Claims and the
                  Senior Note Claims are treated on a pari passu
                  basis; and

   Scenario D     Subclass 3A or Subclass 3B fails to accept the
                  Plan and the Bankruptcy Court rules in favor of
                  Liverpool Limited Partnership, a holder of
                  9-7/8% Senior Notes and Senior Subordinated
                  Notes, in the Guaranty Subordination Dispute
                  such that the Senior Subordinated Note Claims
                  are subordinated, but only to a portion of the
                  9-7/8% Senior Note Claims and not to any of the
                  10-7/8% Senior Note Claims.

                       Estimated Aggregate Cash Distribution
                                   (In Millions)

                   Scenario A      Scenario B      Scenario C      Scenario
D
                 --------------  --------------  --------------  -----------
---
10-7/8% Senior
Note Claims      $120.6 - 130.1  $124.9 - 134.5   $62.6 -  67.3   $62.6 -
67.3

9-7/8% Senior
Note Claims        93.8 - 101.2    97.2 - 104.6    48.7 -  52.3   126.2 -
131.3

Senior
Subordinated
Note Claims                 8.0               -   114.8 - 123.4    37.3 -
44.7
                 ==============  ==============  ==============
==============

Based on the estimated Cash distributions, the Liquidating
Debtors illustrate the estimated percentage recovery by holders
of Senior Note Claims and Senior Subordinated Note Claims in each
of Scenario A, Scenario B, Scenario C and Scenario D:

                       Estimated Aggregate Cash Distribution
                                   (In Millions)

                   Scenario A      Scenario B      Scenario C      Scenario
D
                 --------------  --------------  --------------  -----------
---
10-7/8% Senior
Note Claims      51.8% - 55.9%   53.6% - 57.7%   26.9% - 28.9%   26.9% -
28.9%

9-7/8% Senior
Note Claims      51.8% - 55.9%   53.6% - 57.7%   26.9% - 28.9%   69.6% -
72.4%

Senior
Subordinated
Note Claims                1.9%               -  26.9% - 28.9%    8.7% -
10.5%
                 ==============  ==============  ==============
==============

            Portion of KFC Claim Will Be Put Into Trust

Kaiser Finance has pegged its general unsecured claim against
Kaiser Aluminum & Chemical Corporation at $1.106 billion.  Kaiser
Finance will assign 75% of the KFC Claim to a master tort trust
established in connection with a plan of reorganization for
Kaiser Aluminum Corporation and KACC on the effective date of the
plan if the plan provides that the master tort trust will receive
no more than:

   -- a Cash distribution of $13.0 million or less; and

   -- the stock of KAE Trading, Inc., and no other equity
      interests.

If the plan for KAC and KACC is confirmed and becomes effective,
Kaiser Finance will be entitled to retain the entire KFC Claim.

                       Second Amended Plan

On February 18, 2005, Kaiser Australia and Kaiser Finance filed
their second amended liquidation plan with the Bankruptcy Court.

The Second Amended Plan clarifies that "Contractual Subordination
Dispute" means any or all of these maters pending in Kaiser's
cases:

   1.  The 7-3/4% SWD Revenue Bond Dispute;

   2.  The request filed in August 2004 by the Senior
       Subordinated Note Indenture Trustee to determine the
       classification of the Senior Subordinated Note Claims
       under any plan of reorganization filed by the Liquidating
       Debtors or the other Kaiser Debtors that guaranteed the
       Senior Subordinated Notes; and

   3.  The adversary proceeding filed in August 2004 by U.S.
       Bank against KACC.

As of the Effective Date, the Liquidating Debtors and any holder
of a claim that votes in favor of the Plan will be deemed to
release, waive and discharge all claims and rights against the
Creditors Committee, its members, any Indenture Trustee, any of
the Debtors' directors or officers, or any professionals
representing the Debtors, the Creditors Committee, its members,
or the Indenture Trustees, except for Claims or rights based on:

   (i) acts or omissions of any person constituting gross
       negligence or willful misconduct;

  (ii) if the holders of the Senior Subordinated Note Claims are
       determined to be entitled to a distribution in respect of
       the Claims, acts or omissions of any person related to or
       giving rise to the circumstances underlying any of the
       Contractual Subordination Disputes; or

(iii) contractual obligations of, or loans owed by, any person
       to a Debtor.

A copy of Kaiser Australia and Kaiser Finance's First Amended
Liquidation Plan is available for free at:

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

A copy of Kaiser Australia and Kaiser Finance's First Amended
Disclosure Statement is available for free at:

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

A copy of Kaiser Australia and Kaiser Finance's Second Amended
Liquidation Plan is available for free at:

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

A copy of Kaiser Australia and Kaiser Finance's Second Amended
Disclosure Statement is available for free at:

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


Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429). Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts. On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.


LIN TV: Moody's Puts Ba1 Rating on $330MM Sr. Sec. Loan Facilities
------------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to LIN TV Corp.'s
proposed $330 million in senior secured credit facilities
($160 million revolver, $170 million tranche A term loan).  The
proceeds of the transaction will be used to refinance the existing
$351 million in senior secured facilities.  Moody's also affirmed
LIN TV's existing ratings, including the Ba2 senior implied and
SGL-2 speculative grade liquidity ratings, and stable outlook.

The ratings and stable outlook reflect LIN TV's strong operating
performance relative to peers, meaningful value in its attractive
portfolio of station assets, and continued strength in local news
programming that serves to insulate LIN to a degree from the
cyclicality of the advertising market and the longer term concerns
of the declining trends in broadcast television audiences.
Moody's believes these factors will continue to be offset by
ongoing acquisition-related event risk.

The ratings assigned are:

   * Ba1 Senior Secured Revolver - $160 million, and

   * Ba1 Senior Secured Tranche A Term Loan - $170 million.

The ratings affirmed are:

   * Ba2 Senior Implied Rating,

   * Ba3 Senior Unsecured Issuer Rating,

   * SGL-2 Speculative Grade Liquidity rating,

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

   * B1 Senior Subordinated Debentures - $375 million, and

   * B1 Senior Subordinated Notes - $110 million.

The rating outlook is stable.

In addition, Moody's withdrew the Ba1 ratings on the existing
senior secured credit facilities.

The ratings are constrained by LIN TV's relatively high debt
burden, the highly competitive environment in which the company
operates, the inherent cyclicality of the advertising market, the
company's ongoing strategy of expanding its presence in new and
existing markets through acquisitions and the integration risk
associated with this strategy.

The ratings benefit from LIN TV's attractive broadcast cash flow
margins (41% for YE 2004), the company's strategy of operating
regional clusters and duopolies that has served to reduce costs
and improve margins, notable asset value of the television station
portfolio, strength in local news programming (#1 or #2 in 10 of
its 11 markets), and diversified revenue stream both in terms of
network affiliations and geography.  Further, over 60% of the
company's advertising revenue is local, which has proved to be
more resilient during negative economic cycles.  Despite the FCC's
recent multi-cast "must-carry" decision, Moody's feels that LIN's
local news programming serves to differentiate LIN from its peers
and will continue to facilitate successful carriage negotiation
with cable companies.

The stable outlook reflects our belief that the increase in
leverage as a result of the acquisition from Viacom is offset by
its benefits, particularly in the expansion of the company's
duopoly markets, which creates considerable synergistic
opportunities, most notably programming savings.  Additionally, it
is our expectation that leverage will improve modestly over the
near-term as LIN TV uses free cash flow to reduce debt.  For the
ratings to move higher, Moody's expects leverage to remain closer
to 4 times.  The outlook may be revised to negative to the extent
that the company's use of debt to finance additional large
acquisitions significantly increases leverage.

Pro forma for the transaction and the pending acquisition of the
two UPN affiliates from Viacom, Moody's expects LIN TV's financial
leverage (Total Debt+Preferred/EBITDA) to be about 5 times and pro
forma cash interest coverage should remain at about 4 times before
capital expenditures.  While we expect the company to increase
leverage in the near-term to complete the acquisition, Moody's
believes that LIN generates significant free cash flow, and absent
new acquisitions, has the capacity to meaningfully de-lever over
time.

LIN TV's SGL-2 rating reflects the company's "good" liquidity
profile as projected over the next twelve months.  Moody's
believes that the company's cash flow from operations will be
sufficient to fund its core operating expenditures, including
modest capital investments, and further that the company will
remain in compliance with its bank financial covenants (greater
than a 20% cushion).  Currently, LIN generates free cash flow
equivalent to about 11% of total debt.  Despite the off-year in
political and Olympics revenues, Moody's estimates that LIN will
continue to generate a meaningful level of free cash flow during
the full fiscal year 2005.

Additionally, capital expenditures are expected to remain at
maintenance levels going forward given that the company has
completed its digital conversion.  The liquidity rating is also
supported by the lack of any near term debt maturities (no
amortization until 2006).  Further, the SGL-2 rating acknowledges
LIN TV's valuable portfolio of television stations, which provide
significant alternate liquidity despite being somewhat encumbered
by a secured bank agreement.

The Ba1 rating on the senior secured credit facilities reflects
their senior most position in the capital structure, a first
priority security interest in all of its tangible and intangible
assets of LIN TV's domestic subsidiaries and the substantial asset
coverage enjoyed by the bank group.  The B1 rating on the senior
subordinated notes and the senior subordinated exchangeable
debentures, which are pari passu with the senior subordinated
notes, reflects their contractual subordination to a large class
of senior debt.

LIN TV Corp., headquartered in Providence, Rhode Island, owns and
operates 25 television stations in 14 markets.  In addition, the
company also owns approximately 20% of KXAS-TV in Dallas, Texas
and KNSD-TV in San Diego, California through a joint venture with
NBC.  LIN TV is a 50% investor in Banks Broadcasting, Inc., which
owns KWCV-TV in Wichita, Kansas and KNIN-TV in Boise, Idaho.


MATRIA HEALTHCARE: Earns $1.6 Million of Net Income in 4th Qtr.
---------------------------------------------------------------
Matria Healthcare, Inc. (Nasdaq: MATR) reported financial results
for the fourth quarter and year ended Dec. 31, 2004.

On Feb. 4, 2005, the Company effected a stock split in the form of
a stock dividend at the rate of one additional share of Common
Stock for each two issued and outstanding shares of Common Stock.
The effect of the stock split is reflected for all periods
presented.

Parker H. "Pete" Petit, Chairman and Chief Executive Officer,
commented, "We have made some exciting transitions in 2004. First,
the earnings growth of 79% was quite significant.  Also, our
divestiture in June and the resulting strengthening of our balance
sheet will provide significant flexibility in our future.  Our
disease management business continues to grow very rapidly with
Matria becoming a leader in the employer sector.  All of our
Health Enhancement operations performed well during the year, and
Women's Health showed a 3% growth in the 4th Quarter.  We believe
Matria is well positioned to continue to grow our earnings in 2005
at an excellent rate."

                       Fourth Quarter Results

Revenues for the fourth quarter of 2004 increased 18% to $79.2
million, compared with $67.2 million in the fourth quarter of
2003.  Earnings from continuing operations for the fourth quarter
of 2004 increased by 83% to $4.2 million, compared with $2.3
million in the 2003 fourth quarter.

On June 30, 2004, the Company divested its Pharmacy and Supplies
business.  The fourth quarter 2004 loss from discontinued
operations, primarily related to this divested business, was $2.6
million, due mainly to a charge for an accounts receivable reserve
and collection costs resulting from the Company's decision to
terminate its internal collection activities and outsource this
function to an external collection service.  In future periods,
the Company expects minimal expenses and earnings impact related
to the accounts receivable retained from the sale of the Company's
Pharmacy and Supplies business.  Including the loss from
discontinued operations, the fourth quarter of 2004 net earnings
were $1.6 million compared with net earnings of $2.1 million in
the fourth quarter of 2003.

Revenues for the Company's Health Enhancement segment increased by
26% to $55.2 million in the fourth quarter of 2004, compared with
$43.9 million in the fourth quarter of 2003.  The Health
Enhancement segment is comprised of the Company's disease
management business, its foreign diabetes service operation and
Facet Technologies, the Company's diabetes product design,
development and assembly operation.  Revenues for the disease
management component increased 36% to $14.4 million in the fourth
quarter of 2004, compared with $10.6 million in the fourth quarter
of 2003.  Fourth quarter 2004 revenues for the foreign diabetes
business increased 18% to $17.9 million, compared with $15.1
million in fourth quarter 2003, and Facet Technologies' revenues
in the fourth quarter of 2004 increased 26% to $22.9 million,
compared with $18.2 million in the prior year's fourth quarter.

Fourth quarter of 2004 revenues for the Women's and Children's
Health segment grew by 3% to $24.1 million, compared with revenues
of $23.3 million in the fourth quarter of 2003.  This business
segment is comprised of the Company's obstetrical home care
clinical services and maternity disease management services.

                        Full Year Results

For the year ended December 31, 2004, revenues increased 17% to
$294.4 million, compared with $252.3 million, in the same period
of 2003.

The results for the year ended December 31, 2004, include the
effects of certain unusual items incurred by the Company in the
second quarter of 2004.  These unusual items primarily consist of
a gain that was reflected in earnings from discontinued operations
of $51.8 million, or $30.9 million, net of taxes, resulting from
the sale of the Pharmacy and Supplies business.  The unusual items
reflected in continuing operations for this year consist of
charges of $23.8 million, or $14.7 million, net of taxes,
resulting primarily from the retirement of $120 million in
aggregate principal amount of the Company's 11% Senior Notes.

Excluding these unusual items, earnings from continuing operations
for the year ended December 31, 2004, increased by 92% to
$11.5 million, compared with $6.0 million, in 2003.  Excluding
these unusual items, the loss from discontinued operations for the
year ended December 31, 2004, was $658,000.  Excluding these
unusual items, net earnings for the year ended December 31, 2004,
increased by 48% to $10.8 million, compared with $7.3 million in
2003.

Including the above unusual items, for the year ended December 31,
2004, net earnings were $27.1 million, or $1.74 per diluted common
share, loss from continuing operations was $3.2 million, or $0.21
per diluted common share, and earnings from discontinued
operations were $30.3 million, or $1.95 per diluted common share.

For the full year 2004, revenues for the Health Enhancement
segment increased by 28% to $201.6 million, compared with $158
million in 2003. Full year 2004 revenues for the disease
management component increased by 80% to $52.4 million, compared
with $29.1 million in 2003; revenues for the foreign diabetes
business in 2004 grew by 19% to $63.6 million, compared with 2003
revenues of $53.2 million; and Facet Technologies' 2004 revenues
increased by 13% to $85.7 million, compared to $75.9 million in
2003. Full year 2004 revenues for the Women's and Children's
Health segment were $92.8 million compared to $94.4 million in
2003.

Matria also reported that the current covered lives included in
its disease management programs were 29.8 million at December 31,
2004. At the end of 2003, the Company reported 14.2 million
covered lives, and at the end of 2002, the Company had 7.2 million
covered lives in its disease management programs.

                     First Quarter Guidance

The Company reaffirmed its first quarter of 2005 guidance of
revenue expectations to be between $77 million and $79 million and
earnings per diluted share from continuing operations to be in the
range of $0.20 to $0.22.

                        About the Company

Matria Healthcare, Inc., is a leading provider of comprehensive
disease management programs to health plans and employers.  Matria
manages the following major chronic diseases and episodic
conditions -- diabetes, cardiovascular diseases, respiratory
diseases, high-risk obstetrics, cancer, chronic pain and
depression. Headquartered in Marietta, Georgia, Matria has more
than 40 offices in the United States and internationally. More
information about Matria can be found on line at
http://www.matria.com/

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2004,
Standard & Poor's Ratings Services reinstated its 'BB-' senior
secured debt rating on disease-state management and fulfillment
services provider Matria Healthcare Inc.'s $35 million revolving
credit facility due October 2005.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and its 'B-' subordinated debt rating on Matria's
$84 million of 4.875% convertible senior subordinated notes due in
2024.

Standard & Poor's initially withdrew the senior secured rating
because they believed that the $35 million revolving credit
facility would be refinanced as part of Matria's transaction to
retire $122 million of outstanding 11% senior notes. However,
because the revolving credit facility will remain outstanding,
Standard & Poor's is reinstating the rating.

The outlook is stable.

"The low-speculative-grade ratings on Matria Healthcare, a
disease-state management and fulfillment services provider to
patients, physicians, and health plans, reflect the company's
limited scale of operations, its position as a small vendor
supplying products for larger medical products manufacturers, and
the decline in its women's health segment," said Standard & Poor's
credit analyst Jesse Juliano. "These concerns are offset by the
fact that Matria has acquired businesses during the past few years
that have broadened its clinical infrastructure and disease-state
management platforms. The company is also operating with
relatively moderate debt leverage."


MAYWOOD CONSOLIDATED: Case Summary & 466 Largest Unsec. Creditors
-----------------------------------------------------------------
Lead Debtor: Maywood Consolidated Properties, Inc.
             2082 Madison Avenue
             New York, New York 10037

Bankruptcy Case No.: 05-10986

Debtor affiliates filing separate chapter 11 petitions:

    Entity                                              Case No.
    ------                                              --------
    1055 Herkimer Avenue Realty Corporation             05-10944
    108 West 130 Street Realty Corporation              05-10945
    11 Brooklyn Avenue Realty Corporation               05-10946
    113 Blake Avenue Realty Corporation                 05-10947
    121 West 122nd Street Corporation                   05-10948
    1230 Franklin Avenue Realty Corporation             05-10949
    133 Suydam Street Realty Corporation                05-10950
    135 Suydam Street Realty Corporation                05-10951
    148 West 124th Street Realty Corporation            05-10952
    161 Hull Street Realty Corporation                  05-10953
    164 Central Avenue Realty Corporation               05-10954
    173 Utica Avenue Realty Corporation                 05-10955
    18 West 129th Street Realty Corporation             05-10956
    190-01 to 190-13 Hollis Avenue Realty Corporation   05-10957
    2006 Honeywell Avenue Realty                        05-10958
    2035-2037 Seventh Avenue Realty Corporation         05-10959
    2093 Madison Avenue Realty Corporation              05-10960
    216 Edgecombe Avenue Realty Corporation             05-10961
    2278 Eight Avenue Realty Corporation                05-10962
    243 East 118th Street Realty Corporation            05-10963
    27 East 131st Street Realty Corporation             05-10964
    304-306 West 133rd Street Realty Corporation        05-10965
    308 West 127th Street Realty Corporation            05-10966
    313 East 140th Street Realty Corporation            05-10967
    452 West 150th Street Realty Corporation            05-10968
    459 West 147th Street Realty LLC                    05-10969
    49-51 & 55-57 Wyona Street Realty Corporation       05-10970
    510 West 159th Street Realty Corporation            05-10971
    515 W 148th Realty Corporation                      05-10972
    522 East 148 Street Realty Corporation              05-10973
    535 West 147 Street Realty Corporation              05-10974
    536 West 149th Street Realty Corporation            05-10975
    559 West 185th Street Realty Corporation            05-10976
    6 East 132nd Street Apartment Corporation           05-10977
    65-67 East 125th Street Realty Corporation          05-10978
    77 East 125th Street Realty LLC                     05-10979
    79 East 125th Street Realty LLC                     05-10980
    883 Cauldwell Avenue Realty Corporation             05-10981
    917 Eagle Avenue Realty Corporation                 05-10982
    942 Atlantic Avenue Realty Corporation              05-10983
    957 Saint Nicholas Avenue Realty Corporation        05-10984
    Maywood Management Corporation                      05-10985
    Maywood Capital, Inc.                               05-10987


Type of Business: The Debtors acquire, own, operate and develop
                  real property.

Chapter 11 Petition Date: February 19, 2005

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Wayne M. Greenwald, Esq.
                  Wayne M. Greenwald, P.C.
                  99 Park Avenue, Suite 800
                  New York, New York 10016
                  Tel: (212) 983-1922
                  Fax: (212) 953-7755

                                      Total Assets   Total Debts
                                      ------------   -----------
Maywood Consolidated Properties, Inc.  Unknown        $4,338,004

1055 Herkimer Avenue Realty
Corporation                            Unknown          $934,386

108 West 130 Street Realty
Corporation                            Unknown          $140,000

11 Brooklyn Avenue Realty
Corporation                            Unknown          $230,000

113 Blake Avenue Realty
Corporation                            Unknown          $358,000

121 West 122nd Street Corporation      Unknown        $1,936,001

1230 Franklin Avenue Realty
Corporation                            Unknown          $533,500

135 Suydam Street Realty
Corporation                            Unknown          $155,000

133 Suydam Street Realty
Corporation                            Unknown          $130,000

148 West 124th Street Realty
Corporation                            Unknown        $1,757,000

161 Hull Street Realty Corporation     Unknown          $862,000

164 Central Ave Realty Corporation     Unknown          $304,000

173 Utica Ave Realty Corporation       Unknown          $751,000

18 West 129th Street Realty
Corporation                            Unknown        $1,021,001

190-01to190-13 Hollis Avenue
Realty Corporation                     Unknown        $1,566,000

2006 Honeywell Avenue Realty           Unknown          $745,000

2035-2037 Seventh Avenue Realty
Corporation                            Unknown           $40,000

2093 Madison Avenue Realty
Corporation                            Unknown        $1,043,500

216 Edgecombe Avenue Realty
Corporation                      $0 to $50,000   $1 MM to $10 MM

2278 Eight Avenue Realty
Corporation                            Unknown        $2,399,500

243 East 118th Street Realty
Corporation                            Unknown        $1,241,547

27 East 131st Street Realty
Corporation                            Unknown        $1,367,001

304-306 West 133rd Street Realty
Corporation                            Unknown        $1,443,600

308 West 127th Street Realty
Corporation                            Unknown          $409,000

313 East 140th Street Realty
Corporation                            Unknown           $86,000

452 West 150th Street Realty
Corporation                            Unknown        $1,102,000

459 West 147th Street
Realty LLC                       $0 to $50,000   $500,000 to $1M

49-51 & 55-57 Wyona Street
Realty Corporation                     Unknown          $666,601

510 West 159th Street Realty
Corporation                            Unknown        $1,571,500

515 West 148th Realty
Corporation                            Unknown           $47,000

522 East 148 Street Realty
Corporation                            Unknown          $460,000

535 West 147 Street Realty
Corporation                            Unknown        $1,067,500

536 West 149th Street Realty
Corporation                            Unknown          $100,000

559 West 185th Street Realty
Corporation                            Unknown          $851,000

6 East 132nd Street Apartment
Corporation                            Unknown        $1,667,001

65-67 East 125th Street Realty
Corporation                      $0 to $50,000   $1 MM to $10 MM

77 East 125th Street Realty LLC        Unknown          $574,313

79 East 125th Street Realty LLC        Unknown        $1,552,992

883 Cauldwell Avenue Realty
Corporation                            Unknown          $450,000

917 Eagle Avenue Realty
Corporation                            Unknown        $1,225,001

942 Atlantic Avenue Realty
Corporation                            Unknown           $90,000

957 Saint Nicholas Avenue
Realty Corporation                     Unknown          $842,650

Maywood Management Corporation         Unknown           $18,110

Maywood Capital, Inc.                  Unknown          $342,009


AA.  Maywood Consolidated Properties, Inc.'s 20 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
GST Exempt Residuary                                    $880,892

Harold Kulman                                           $382,503
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Intervest                     Value of Senior           $285,000
One Rockefeller Plaza         Lien: $971,191
Suite 1015
New York, NY 10020

Intervest                     Value of Senior           $285,000
One Rockefeller Plaza         Lien: $925,069
Suite 1015
New York, NY 10020

Intervest                     Value of Senior           $285,000
One Rockefeller Plaza         Lien: $862,311
Suite 1015
New York, NY 10020

Intervest                                               $285,000
One Rockefeller Plaza
Suite 1015
New York, NY 10020

Harold Kulman                 Value of Senior           $269,812
1921 Waldemere Street         Lien: $197,041
Suite 504
Sarasota, FL 34239

Harold Kulman                                           $246,343
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Eatamar & Muriel Drory                                  $197,041
3585 Shafer Drive
Santa Clara, CA 95051

Intervest                                               $150,251
One Rockefeller Plaza
Suite 1015
New York, NY 10020

R. Harry Scott                                          $142,822
270 Bearded Oaks Drive
Sarasota, FL 342321607

Osvoldo and/or Kenia Cruz     Value of Senior           $142,000
1436 South Lake Shore Drive   Lien: $710,131
Sarasota, FL 34231

Judith Kulman                 Value of Senior           $139,000
1921 Waldemere Street         Lien: $637,362
Suite 504
Sarasota, FL 34239

R. Harry Scott                Value of Senior           $134,330
270 Bearded Oaks Drive        Lien: $246,343
Sarasota, FL 342321607

Intervest                     Value of Senior           $125,193
One Rockefeller Plaza         Lien: $1,256,191
Suite 1015
New York, NY 10020

Intervest                     Value of Senior           $125,193
One Rockefeller Plaza         Lien: $1,210,069
Suite 1015
New York, NY 10020

Robert Levin                                            $120,891
130 South Bay Frond
Newport Beach, CA 92662

Judith Kulman                 Value of Senior           $119,742
1921 Waldemere Street         Lien: $661,806
Suite 504
Sarasota, FL 34239

Judith Winston                Value of Senior           $113,600
2016 Euclid Street #5         Lien: $466,853
Santa Monica, CA 90405

Peter Rhodes                  Value of Senior           $100,820
6359 Coolihans S.R.           Lien: $870,371
R.R.1 Ontario, CA


AB.  1055 Herkimer Avenue Realty Corporation's 13 Largest
     Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Allen S. Lewis                                          $170,000
3240 Casey Key Road
Nokomis, FL 34275

Barbara G. Keyser                                       $121,965
7887 Broadway
Apartment 506
San Antonio, TX 78209

Bertram & Barbara Sayer                                 $104,130
6719 Paseo Castille
Sarasota, FL 34238

Judith Winston                                          $102,714
2016 Euclid Street #5
Santa Monica, CA 90405

Robert Levin                                             $86,620
130 South Bay Frond
Newport Beach, CA 92662

Selma Winston                                            $71,000
100 Sanspoint Road, Unit 114
Longboat Key, FL 34228

Gail F. Silberstein                                      $67,967
55 Woodlawn Drive
Chestnut Hill, MA 02467

Beta Mortgage Investors                                  $59,600

Harold Kulman                                            $48,278
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Carter Blunden                                           $33,304
2830 Trinidad Way
Palmetto, FL 34221

James D. Nicholson                                       $30,865
1492 Kimball Road
Venice, FL 34293

Alexander A. Andrake Jr.                                 $22,752
935 Pancoast Street
Dickson City, PA 185191167

Lyle F. Maldoon                                          $15,192
198 River Boulevard North
Nokomis, FL 34275


AC.  108 West 130 Street Realty Corporation's 2 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Allen S. Lewis                                          $136,000
3240 Casey Key Road
Nokomis, FL 34275

Jerome C. Rosenthal                                      $53,200
548 Spinaker Lane
Longboat Key, FL 34228


AD.  11 Brooklyn Avenue Realty Corporation's 2 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Paul Teryl                                              $299,089
5250 SW 21st Street
Fort Lauderdale, FL 33317

Lois M. Rosenthal                                        $36,945
548 Spinaker Lane
Longboat Key, FL 34228


AE.  113 Blake Avenue Realty Corporation's 14 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Edwin V. Cooksey                                        $119,152
7238 Letiwa Lane
Sarasota, FL 34241

Lois M. Rosenthal                                        $74,929
548 Spinaker Lane
Longboat Key, FL 34228

Harold Kulman                                            $69,879
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Frank A. Wickman                                         $61,381
4636 Pine Harrier Drive
Sarasota, FL 34231

William G. Everett                                       $34,728
6111 Fifth Avenue
Pittsburgh, PA 15232

Ronald L. & Lynne A. Braden                              $27,758
211 Freeport Drive
Sarasota, FL 34233

Peter Rhodes                                             $25,721
6359 Coolihans S.R.
R.R.1 Ontario, CA

Barbara Keyser                                           $20,598
7887 Broadway
Apartment 506
San Antonio, TX 78209

Vernon & Beverley Munger                                 $20,084
3810 75th Street West #125
Bradenton, FL 34209

Robert Levin                                             $19,792
130 South Bay Frond
Newport Beach, CA 92662

David Dal                                                $19,375
4944 South Tamlami Trail
Sarasota, FL 342314354

Leslie & Julia Parry                                     $17,000

Bernard L. Sherline                                       $6,149
1748 Landings Boulevard
Sarasota, FL 34231

Vernon & Beverley Munger                                  $6,135
3810 75th Street West #125
Bradenton, FL 34209


AF.  121 West 122nd Street Corporation's 19 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Beta Mortgage Investors                                 $802,512
7111 Park Heights
Baltimore, MD 212151666

Edwin V. Cooksey                                        $356,250
7238 Letiwa Lane
Sarasota, FL 34241

John H. Hoertz                                          $252,794
1549 Carribean Drive
Sarasota, FL 34231

Donald Crist                  Value of Senior           $193,283
46 Beckshore Road             Lien: $888,692
P.O. Box 243
Castine, ME 04421

Ocwen Federal Bank            Value of Senior           $177,840
12650 Ingeuity Drive          Lien: $1,221,164
Orlando, FL 32826

Paul Teryl                                              $149,000
5250 SW 21st Street
Fort Lauderdale, FL 33317

Richard & Cynthia B. Malkin                             $146,215
4089 Roberts Point Avenue
Sarasota, FL 34242

John Hughes                   Value of Senior           $112,200
3916 Clearwater Drive         Lien: $1,081,975
Lake Zurich, IL 60047

Harold Kulman                                            $82,839
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Tumblers Inc.                 Value of Senior            $75,000
2082 Madison Avenue           Lien: $808,142
New York, NY 10037

Paul Teryl                                               $58,822
5250 SW 21st Street
Fort Lauderdale, FL 33317

Jack & Irene Frankel                                     $49,455
P.O. Box 8452
Longboat Key, FL 34228

Harold Kulman                                            $44,479
1921 Waldemere St., Suite 504
Sarasota, FL 34239

Bertram & Barbara Sayer                                  $43,095
6719 Paseo Castille
Sarasota, FL 34238

Esther J. Hahn                                           $27,750
1755 Kilruss Drive
Venice, FL 34292

John Hughes                                              $26,989
3916 Clearwater Drive
Lake Zurich, IL 60047

Tumblers Inc.                 Value of Senior             $5,630
2082 Madison Avenue           Lien: $802,512
New York, NY 10037

Larry H. &/or Ida C. Blunden  Value of Senior             $5,550
1041 Cornell Drive            Lien: $883,142
Lima, OH 458051623

Kenedy Funding, Inc.          Value of Senior                 $1
Two University Plaza          Lien: $1,399,004
Suite 402
Hackensack, NJ 07601


AG.  1230 Franklin Avenue Realty Corporation's 19 Largest
     Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Richard & Cynthia B. Malkin                             $139,000
4089 Roberts Point Avenue
Sarasota, FL 34242

Alpha Mortgage Investors                                 $92,673
7111 Park Heights Avenue
Baltimore, MD 212151666

Elizabeth Everett             Value of Senior            $85,233
6111 Fifth Avenue             Lien: $213,047
Pittsburgh, PA 15232

Alexander A. Andrake Jr.      Value of Senior            $59,661
935 Pancoast Street           Lien: $429,930
Dickson City, PA 185191167

Judith Winston                                           $51,288
2016 Euclid Street #5
Santa Monica, CA 90405

Thomas & Jennie M. Peters     Value of Senior            $49,649
3866 East 375 North           Lien: $554,636
Monticello, IN 47960

Goldie S. Nusbaum             Value of Senior            $42,769
5400 Eagles Point Circle #205 Lien: $511,868
Sarasota, FL 34231

Maria Hopkins                                            $42,762
3253 Rock Creek Drive
Port Charlotte, FL 33948

William G. Everett            Value of Senior            $34,093
6111 Fifth Avenue             Lien: $178,954
Pittsburgh, PA 15232

Merle I. Robinson             Value of Senior            $31,920
5633 Ferrera Drive            Lien: $298,281
Sarasota, FL 34238

Lyle F. Maldoon               Value of Senior            $31,270
198 River Boulevard North     Lien: $361,419
Nokomis, FL 34275

Bernard Meyers                Value of Senior            $31,218
1302 South 101st Street       Lien: $330,201
Omaha, NE 68124

J. Thomas Bohnert             Value of Senior            $28,734
266 Sun Air Circle            Lien: $392,689
Osprey, FL 34229

Robert Levin                  Value of Senior            $25,652
130 South Bay Frond           Lien: $153,302
Newport Beach, CA 92662

Louis E. Crown                Value of Senior            $19,997
3730 Cadbury Circle, Unit 300 Lien: $491,871
Venice, FL 34293

Lois M. Rosenthal             Value of Senior            $14,302
548 Spinaker Lane             Lien: $139,000
Longboat Key, FL 34228

Alexander A. Andrake Jr.      Value of Senior             $8,507
935 Pancoast Street           Lien: $421,423
Dickson City, PA 185191167

Mary Parry                                                $8,891
122 Sumner Avenue
Clarks Summit, PA 18411

Tumblers, Inc.                Value of Senior             $2,280
2082 Madison Avenue           Lien: $489,591
New York, NY 10037


AH.  133 Suydam Street Realty Corporation's 2 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Debra WinstonLevin                                      $102,400
130 South Bay Frond
Newport Beach, CA 92662

Bernard Meyers                                           $77,889
1302 South 101st Street
Omaha, NE 68124


AI.  135 Suydam Street Realty Corporation's 2 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Selma Winston                                           $170,583
100 Sanspoint Road, Unit 114
Longboat Key, FL 34228

Jerome C. Rosenthal                                      $73,236
548 Spinaker Lane
Longboat Key, FL 34228


AJ.  148 West 124th Street Realty Corporation's 14 Largest
     Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
BRT Realty                    Value of Senior           $904,000
60 Cutter Mill Road           Lien: $498,036
Suite 303
Great Neck, NY 11021

Kenedy Funding, Inc.          Value of Senior           $427,500
Two University Plaza          Lien: $1,402,036
Suite 402
Hackensack, NJ 07601

Harold Kulman                                           $199,426
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Richard & Cynthia B. Malkin                             $179,264
4089 Roberts Point Avenue
Sarasota, FL 34242

Richard & Cynthia B. Malkin                              $87,220
4089 Roberts Point Avenue
Sarasota, FL 34242

William G. Everett            Value of Senior            $78,100
6111 Fifth Avenue             Lien: $312,076
Pittsburgh, PA 15232

Marilyn Van Harken                                       $74,145
500 Covewood Blvd
Webster, NY 14580

Alexander A. Andrake Jr.      Value of Senior            $55,320
935 Pancoast Street           Lien: $407,216
Dickson City, PA 185191167

Watson L. Freeman             Value of Senior            $46,550
1058 South 11th Terrace       Lien: $265,526
Gainesville, FL 326017839

Judith Winston                Value of Senior            $44,800
2016 Euclid Street #5         Lien: $220,726
Santa Monica, CA 90405

Jerome C. Rosenthal                                      $43,352
548 Spinaker Lane
Longboat Key, FL 34228

Peter Rhodes                  Value of Senior            $35,500
6359 Coolihans S.R.           Lien: $462,536
R.R.1 Ontario, CA

Judith Winston                Value of Senior            $21,300
2016 Euclid Street #5         Lien: $199,426
Santa Monica, CA 90405

Judith Kulman                 Value of Senior            $17,040
1921 Waldemere Street         Lien: $390,176
Suite 504
Sarasota, FL 34239


AK.  161 Hull Street Realty Corporation's 16 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Richard & Cynthia B. Malkin                             $296,100
4089 Roberts Point Avenue
Sarasota, FL 34242

Edwin V. Cooksey                                        $268,880
7238 Letiwa Lane
Sarasota, FL 34241

Allen S. Lewis                                          $136,000
3240 Casey Key Road
Nokomis, FL 34275

Selma Winston                                           $119,000
100 Sanspoint Road, Unit 114
Longboat Key, FL 34228

Darlene M. Condray                                       $63,650
3460 Long Medow
Sarasota, FL 342356900

Watson L. Freeman                                        $49,205
1058 South 11th Terrace
Gainesville, FL 326017839

William Naigles                                          $38,540
c/o Mark Naigles
35 Birchwood DR
Tolland, CT 06084

Judith Winston                                           $36,650
2016 Euclid Street #5
Santa Monica, CA 90405

Claire Krykew                                            $30,519
4856 Independence Drive
Bradenton, FL 34210

Frank A. Wickman                                         $28,294
4636 Pine Harrier Drive
Sarasota, FL 34231

Watson L. Freeman                                        $25,816
1058 South 11th Terrace
Gainesville, FL 326017839

Robert & Rita Spagnoli                                   $24,517
1519 Scholar Place
Toms River, NJ 08755

Bernard L. Sherline                                      $24,443
1748 Landings Blvd.
Sarasota, FL 34231

Maria Hopkins                                            $19,346
3253 Rock Creek Drive
Port Charlotte, FL 33948

Goldie S. Nusbaum                                        $15,976
5400 Eagles Point Circle #205
Sarasota, FL 34231

John or Barbara Kowalski                                 $12,289
484 Carey Road
Jermyn, PA 18433


AL.  164 Central Avenue Realty Corporation's Largest Unsecured
     Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Alpha Mortgage Investors                                $481,536
7111 Park Heights Avenue
Baltimore, MD 212151666


AM.  173 Utica Avenue Realty Corporation's 13 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Beta Mortgage Investors                                 $442,352
7111 Park Heights Avenue
Baltimore, MD 212151666

Debra WinstonLevin                                      $136,000
130 South Bay Frond
Newport Beach, CA 92662

Lyle F. Maldoon                                         $109,581
198 River Boulevard North
Nokomis, FL 34275

Richard & Cynthia B. Malkin                             $107,808
4089 Roberts Point Avenue
Sarasota, FL 34242

Jack & Irene Frankel                                     $73,291
P.O. Box 8452
Longboat Key, FL 34228

Randy Williams                                           $56,868
11800 Highway 475 South
Ocala, FL 34480

Jerome C. Rosenthal                                      $44,312
548 Spinaker Lane
Longboat Key, FL 34228

Elizabeth Everett                                        $38,715
6111 Fifth Avenue
Pittsburgh, PA 15232

James D. Nicholson                                       $36,740
1492 Kimball Road
Venice, FL 34293

Leslie & Julia Parry                                     $19,831
122 Sumner Avenue
Clarks Summit, PA 184112224

Louis E. Crown                                           $18,358
3730 Cadbury Circle, Unit 300
Venice, FL 34293

Henry Rosenthal                                           $8,578
3060 Grand Bay Boulevard
Unit 124e
Longboat Key, FL 34228

Goldie S. Nusbaum                                         $4,456
5400 Eagles Point Circle #205
Sarasota, FL 34231


AN.  18 West 129th Street Realty Corporation's 15 Largest
     Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Frank & Laura Taubes                                    $485,398
121 Lower Cross Road
Greenwich, CT

Donald Crist                                            $128,933
46 Beckshore Road
P.O. Box 243
Castine, ME 04421

Debra WinstonLevin                                      $102,407
130 South Bay Frond
Newport Beach, CA 92662

Henry & Rita Wolfson                                     $91,821
3060 Grand Bay Boulevard
Longboat Key, FL 34228

William G. Everett                                       $74,551
6111 Fifth Avenue
Pittsburgh, PA 15232

Merle I. Robinson                                        $73,457
5633 Ferrera Drive
Sarasota, FL 34238

Zetta S. Fradin                                          $64,214
5152 Flicker Field Circle
Sarasota, FL 342313242

J. Thomas Bohnert                                        $63,116
266 Sun Air Circle
Osprey, FL 34229

Frank A. Wickman                                         $55,145
4636 Pine Harrier Drive
Sarasota, FL 34231

Robert & Rita Spagnoli                                   $50,808
1519 Scholar Place
Toms River, NJ 08755

Goldie S. Nusbaum                                        $30,632
5400 Eagles Point Circle #205
Sarasota, FL 34231

Harold Kulman                                            $29,371
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Rita F. Maldoon (Trust)                                  $13,750
198 River Boulevard North
Nokomis, FL 34275

Kopfer & Associates, Inc.                                $12,243
240 Whitney Road #18
Lake Zurich, IL 60047

Lyle F. Maldoon                                           $9,153
198 River Boulevard North
Nokomis, FL 34275


AO.  190-01 to 190-13 Hollis Avenue Realty Corporation's 16
     Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Alpha Mortgage Investors                                $466,500
7111 Park Heights Avenue
Baltimore, MD 212151666

David & Yan Dal                                         $262,670
4944 South Tamlami Trail
Sarasota, FL 342314354

A. Coffey                                               $187,625
P.O. Box 2259
Venice, FL 34284

Sally Rabine                                            $182,400
993 Morris Park Avenue
Bronx, NY 10462

John W. Reeder                                          $139,083
125 North Lake Shore Drive
Sarasota, FL 34231

Selma Winston                                           $127,551
100 Sanspoint Road, Unit 114
Longboat Key, FL 34228

Judith Winston                                          $118,241
2016 Euclid Street #5
Santa Monica, CA 90405

Carter Blunden                                           $99,471
2830 Trinidad Way
Palmetto, FL 34221

Jack & Irene Frankel                                     $79,800
P.O. Box 8452
Longboat Key, FL 34228

Harold Kulman                                            $75,104
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Delores Ricapito                                         $67,571
5357 Landings Boulevard
Sarasota, FL 34231

Henry Rosenthal                                          $55,860
3060 Grand Bay Boulevard
Unit 124
Longboat Key, FL 34228

William Naigles                                          $51,496
c/o Mark Naigles
35 Birchwood Drive
Tolland, CT 06084

Helen Turk                                               $38,645
3028 Highland Bridge
Sarasota, FL 34235

Harold Kulman                                            $38,125
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Judith Kulman                                            $38,125
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Stella Lipp                                              $33,250
5353 Landings Boulevard
Sarasota, FL 34231

William G. Everett                                       $28,545
6111 Fifth Avenue
Pittsburgh, PA 15232

Tumblers Inc.                                            $28,500
2082 Madison Avenue
New York, NY 10037

Leslie & Julia Parry                                     $21,227
122 Sumner Avenue
Clarks Summit, PA 184112224


AP.  2006 Honeywell Avenue Realty's 14 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Alpha Mortgage Investors      Value of Senior           $627,750
7111 Park Heights Avenue      Lien: $31,218
Baltimore, MD 212151666

Edwin V. Cooksey                                        $167,210
7238 Letiwa Lane
Sarasota, FL 34241

Robert & Rita Spagnoli        Value of Senior           $122,039
1519 Scholar Place            Lien: $733,010
Toms River, NJ 08755

Florn & Marietta Rafferty     Value of Senior            $61,994
600 Abigall                   Lien: $883,124
Rensselaer, IN 47978

Jerome C. Rosenthal                                      $31,218
548 Spinaker Lane
Longboat Key, FL 34228

Henry J. Cooper               Value of Senior            $30,578
2446 Siesta Drive             Lien: $945,118
Sarasota, FL 34239

Lyle F. Maldoon               Value of Senior            $29,845
198 River Boulevard North     Lien: $658,968
Nokomis, FL 34275

Frank A. Wickman              Value of Senior            $21,969
4636 Pine Harrier Drive       Lien: $855,049
Sarasota, FL 34231

Scott & Michelle Harris       Value of Senior            $12,393
c/o Jean Harris               Lien: $708,348
5416 Independence Avenue
Arlington, TX 76017

Larry H. &/or Ida C. Blunden  Value of Senior            $12,270
1041 Cornell Drive            Lien: $720,740
Lima, OH 458051623

Bob Luxembourg                Value of Senior            $12,262
1344 Landings Drive           Lien: $688,812
Sarasota, FL 34231

Carter Blunden                Value of Senior             $6,133
2830 Trinidad Way             Lien: $702,215
Palmetto, FL 34221

Frank A. Wickman              Value of Senior             $6,106
4636 Pine Harrier Drive       Lien: $877,018
Sarasota, FL 34231

Tumblers Inc.                 Value of Senior             $1,140
2082 Madison Avenue           Lien: $701,075
New York, NY 10037


AQ.  2035-2037 Seventh Avenue Realty Corporation's Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Leslie & Julia Parry                                     $69,229
122 Sumner Avenue
Clarks Summit, PA 184112224


AR.  2093 Madison Avenue Realty Corporation's 20 Largest Unsecured
     Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Edwin V. Cooksey                                        $157,046
7238 Letiwa Lane
Sarasota, FL 34241

Allen S. Lewis                                          $136,000
3240 Casey Key Road
Nokomis, FL 34275

John H. Hoertz                                           $97,704
1549 Carribean Drive
Sarasota, FL 34231

Debra WinstonLevin                                       $96,800
130 South Bay Frond
Newport Beach, CA 92662

Jerome C. Rosenthal                                      $94,750
548 Spinaker Lane
Longboat Key, FL 34228

A. Coffey                                                $91,765
P.O. Box 2259
Venice, FL 34284

Edwin V. Cooksey                                         $87,897
7238 Letiwa Lane
Sarasota, FL 34241

David Dal                                                $68,177
4944 South Tamlami Trail
Sarasota, FL 342314354

William G. Everett                                       $61,953
6111 Fifth Avenue
Pittsburgh, PA 15232

Henry & Rita Wolfson                                     $61,369
3060 Grand Bay Boulevard
Longboat Key, FL 34228

Harold Kulman                                            $53,592
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Winston E. Barzell                                       $45,633
1921 Waldemere Street
Suite 310
Venice, FL 34292

Alexander A. Andrake Jr.                                 $42,600
935 Pancoast Street
Dickson City, PA 185191167

J. Thomas Bohnert                                        $39,000
266 Sun Air Circle
Osprey, FL 34229

John H. Hoertz                                           $38,071
1549 Carribean Drive
Sarasota, FL 34231

Henry Rosenthal                                          $36,822
3060 Grand Bay Boulevard
Unit 124
Longboat Key, FL 34228

Robert Levin                                             $36,637
130 South Bay Frond
Newport Beach, CA 92662

James D. Nicholson                                       $33,376
1492 Kimball Road
Venice, FL 34293

Harold Kulman                                            $26,505
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Judith Kulman                                            $22,968
1921 Waldemere Street
Suite 504
Sarasota, FL 34239


AS.  216 Edgecombe Avenue Realty Corporation's 20 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Dale E.Condray                Value of Senior           $333,600
3460 Long Meadow              Lien: $291,290
Sarasota, FL 342356900

Selma Winston                                           $254,320
100 Sanspoint Road, Unit 114
Longboat Key, FL 34228

Osvoldo and/or Kenia Cruz                               $249,044
1436 South Lake Shore Drive
Sarasota, FL 34231

Edwin V. Cooksey                                        $217,288
7238 Letiwa Lane
Sarasota, FL 34241

David A. Cantor               Value of Senior           $114,000
19 West 44th Street           Lien: $827,973
New York, NY 10036

Barry H. Levites              Value of Senior           $114,000
                              Lien: $941,973

A. Coffey                                               $101,475
P.O. Box 2259
Venice, FL 34284

Peter Rhodes                  Value of Senior            $80,011
6359 Coolihans S.R.           Lien: $211,279
R.R.1 Ontario, CA

Jerome C. Rosenthal                                      $61,525
548 Spinaker Lane
Longboat Key, FL 34228

Tumblers Inc.                 Value of Senior            $60,135
2082 Madison Avenue           Lien: $108,644
New York, NY 10037

Simon Kaufman                                            $51,542
5770 Midnight Pass Road
Unit 509C
Sarasota, FL 342423033

Nora E. Rhodes                Value of Senior            $42,600
6359 Coolihans S.R.           Lien: $30,766
RRI Coledon East
Ontario L0N1E0, CA

Bertram & Barbara Sayer       Value of Senior            $39,289
6719 Paseo Castille           Lien: $655,646
Sarasota, FL 34238

Bob Luxembourg                                           $36,458
1344 Landings Drive
Sarasota, FL 34231

Carl P. Jensen                Value of Senior            $35,787
504 No. Shamrock Road         Lien: $720,652
Bel Air, MD 21014

Larry H. &/or Ida C. Blunden                             $33,289
1041 Cornell Drive
Lima, OH 458051623

Beta Mortgage Investors                                  $32,841
7111 Park Heights Ave
Baltimore, MD 212151666

Alexander A. Andrake Jr.      Value of Senior            $32,068
935 Pancoast Street           Lien: $73,366
Dickson City, PA 185191167

Jerry M. Turk                 Value of Senior            $31,671
3028 Highland Bridge          Lien: $762,037
Sarasota, FL 34235

Henry & Rita Wolfson                                     $30,766
3060 Grand Bay Blvd.
Longboat Key, FL 34228


AT.  2278 Eight Avenue Realty Corporation's 18 Largest Unsecured
     Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
BRT Realty                    Value of Senior         $1,137,583
60 Cutter Mill Road           Lien: $1,114,475
Suite 303
Great Neck, NY 11021

Richard & Cynthia B. Malkin   Value of Senior           $236,558
4089 Roberts Point Avenue     Lien: $345,450
Sarasota, FL 34242

Edwin V. Cooksey                                        $209,482
7238 Letiwa Lane
Sarasota, FL 34241

Allen S. Lewis                                          $156,400
3240 Casey Key Road
Nokomis, FL 34275

Paul Teryl                    Value of Senior           $147,888
5250 SW 21st Street
Fort Lauderdale, FL 33317

David A. Cantor               Value of Senior           $142,500
19 West 44th Street           Lien: $2,252,058
New York, NY 10036

Levites Family, L.P.          Value of Senior           $142,500
                              Lien: $2,394,558

Allen S. Lewis                Value of Senior           $135,968
3240 Casey Key Road           Lien: $209,482
Nokomis, FL 34275

Osvoldo and/or Kenia Cruz     Value of Senior           $126,614
1436 South Lake Shore Drive   Lien: $824,013
Sarasota, FL 34231

Alpha Mortgage Investors      Value of Senior           $120,445
7111 Park Heights Avenue      Lien: $615,308
Baltimore, MD 212151666

Watson L. Freeman             Value of Senior            $88,260
1058 South 11th Terrace
Gainesville, FL 326017839

Zahava Schillinger                                       $74,183
5770 Midnight Pass Road
Apartment 606C
Sarasota, FL 34242

Harold Kulman                                            $49,416
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Gail Silberstein                                         $35,353
55 Woodlawn Drive
Chestnut Hill, MA 02467

Jerome C. Rosenthal           Value of Senior            $33,300
548 Spinaker Lane             Lien: $582,008
Longboat Key, FL 34228

Judith Winston                                           $33,175
2016 Euclid Street #5
Santa Monica, CA 90405

Tumblers Inc.                 Value of Senior            $15,960
2082 Madison Avenue           Lien: $950,627
New York, NY 10037

Larry H. &/or Ida C. Blunden                             $12,227
1041 Cornell Drive
Lima, OH 458051623


AU.  243 East 118th Street Realty Corporation's 20 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Alpha Mortgage Investors                                $494,208
7111 Park Heights Avenue
Baltimore, MD 212151666

Edwin V. Cooksey                                        $181,707
7238 Letiwa Lane
Sarasota, FL 34241

Paul Teryl                                              $169,839
5250 SW 21st Street
Fort Lauderdale, FL 33317

Rita F. Maldoon (Trust)                                 $157,263
198 River Boulevard North
Nokomis, FL 34275

Richard & Cynthia B. Malkin                             $146,253
4089 Roberts Point Avenue
Sarasota, FL 34242

Jerome C. Rosenthal                                      $86,108
548 Spinaker Lane
Longboat Key, FL 34228

R. Harry Scott                                           $61,945
270 Bearded Oaks Drive
Sarasota, FL 342321607

Bertram & Barbara Sayer                                  $61,917
6719 Paseo Castille
Sarasota, FL 34238

Florn & Marietta Rafferty                                $54,795
600 Abigall
Rensselaer, IN 47978

William Naigles                                          $38,540
c/o Mark Naigles
35 Birchwood Drive
Tolland, CT 06084

Frank & Gae Tammetta                                     $37,380
3118 Day Drive
Bradenton, FL 34207

Gerard J. Eich                                           $37,230
7407 15th Avenue West
Bradenton, FL 34209

Paula Jensen                                             $36,630
2535 Flamingo Blvd.
Bradenton, FL 34207

Kenneth Fradin                                           $34,282
5152 Flicker Field Circle
Sarasota, FL 342313242

James D. Nicholson                                       $30,760
1492 Kimball Road
Venice, FL 34293

William & Susan Kennedy                                  $30,672
1550 Harbor Drive
Sarasota, FL 34239

Tumblers Inc.                                            $22,800
2082 Madison Ave
New York, NY 10037

Bertram & Barbara Sayer                                  $17,435
6719 Paseo Castille
Sarasota, FL 34238

Carter Blunden                                           $12,247
2830 Trinidad Way
Palmetto, FL 34221

Kenedy Funding, Inc.                                          $1
Two University Plaza
Suite 402
Hackensack, NJ 07601


AV.  27 East 131st Street Realty Corporation's 6 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
BRT Realty                                              $912,000
60 Cutter Mill Road
Suite 303
Great Neck, NY 11021

Donald Crist                                            $410,454
46 Beckshore Road
P.O. Box 243
Castine, ME 04421

Richard & Cynthia B. Malkin                             $206,927
4089 Roberts Point Avenue
Sarasota, FL 34242

Allen S. Lewis                                          $136,000
3240 Casey Key Road
Nokomis, FL 34275

Maria Hopkins                                            $39,000
3253 Rock Creek Drive
Port Charlotte, FL 33948

Kenedy Funding, Inc.          Value of Senior                 $1
Two University Plaza          Lien: $912,000
Suite 402
Hackensack, NJ 07601


AW.  304-306 West 133rd Street Realty Corporation's 20 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Donald Crist                  Value of Senior           $385,633
46 Beckshore Road             Lien: $1,206,483
P.O. Box 243
Castine, ME 04421

Robert & Rita Spagnoli        Value of Senior           $246,722
1519 Scholar Place            Lien: $641,216
Toms River, NJ 08755

Kenneth Fradin                Value of Senior           $128,272
5152 Flicker Field Circle     Line: $396,966
Sarasota, FL 342313242

Selma Winston                                           $125,442
100 Sanspoint Road, Unit 114
Longboat Key, FL 34228

Lyle F. Maldoon               Value of Senior           $105,298
198 River Boulevard North     Lien: $244,001
Nokomis, FL 34275

Debra WinstonLevin            Value of Senior            $81,810
130 South Bay Frond           Lien: $986,286
Newport Beach, CA 92662

Jerome C. Rosenthal                                      $79,059
548 Spinaker Lane
Longboat Key, FL 34228

Donald Crist                  Value of Senior            $76,823
46 Beckshore Road             Lien: $1,129,660
P.O. Box 243
Castine, ME 04421

Alexander A. Andrake Jr.                                 $74,105
935 Pancoast Street
Dickson City, PA 185191167

Edwin and Nona Slabach        Value of Senior            $61,564
P.O. Box 7495                 Lien: $1,068,096
Sarasota, FL 34278

Marilyn Van Harken                                       $65,562
500 Covewood Boulevard
Webster, NY 14580

Barbara G. Keyser             Value of Senior            $58,744
7887 Broadway                 Lien: $529,236
Apartment 506
San Antonio, TX 78209

Elizabeth Everett             Value of Senior            $51,309
6111 Fifth Avenue             Lien: $125,442
Pittsburgh, PA 15232

Beta Mortgage Investors                                  $49,500
7111 Park Heights Avenue
Baltimore, MD 212151666

Louis E. Crown                Value of Senior            $47,686
3730 Cadbury Circle           Lien: $587,980
Unit 300
Venice, FL 34293

Henry Rosenthal               Value of Senior            $36,682
3060 Grand Bay Boulevard      Lien: $207,319
Unit 124
Longboat Key, FL 34228

David Dal                     Value of Senior            $35,916
4944 South Tamlami Trail      Lien: $940,602
Sarasota, FL 342314354

Bob Luxembourg                Value of Senior            $30,568
1344 Landings Drive           Lien: $349,298
Sarasota, FL 34231


Frank A. Wickman              Value of Senior            $30,568
4636 Pine Harrier Drive       Lien: $887,938
Sarasota, FL 34231


Stella Lipp                   Value of Senior            $30,568
5353 Landings Boulevard       Lien: $176,751
Sarasota, FL 34231


AX.  308 West 127th Street Realty Corporation's 4 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Sally Rabine                                            $280,267
993 Morris Park Avenue
Bronx, NY 10462

Selma Winston                                           $144,878
100 Sanspoint Road, Unit 114
Longboat Key, FL 34228

Edwin V. Cooksey                                        $121,503
7238 Letiwa Lane
Sarasota, FL 34241

Edwin V. Cooksey                                         $65,020
7238 Letiwa Lane
Sarasota, FL 34241


AY.  313 East 140th Street Realty Corporation's 5 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Edwin V. Cooksey                                        $290,044
7238 Letiwa Lane
Sarasota, FL 34241

Judith Winston                                          $268,800
2016 Euclid Street #5
Santa Monica, CA 90405

Allen S. Lewis                                          $142,800
3240 Casey Key Road
Nokomis, FL 34275

Allen S. Lewis                                          $115,670
3240 Casey Key Road
Nokomis, FL 34275

Leslie & Julia Parry                                     $54,400
122 Sumner Avenue
Clarks Summit, PA 184112224


AZ.  452 West 150th Street Realty Corporation's 14 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Beta Mortgage Investors       Value of Senior           $422,928
7111 Park Heights Avenue      Lien: $69,367
Baltimore, MD 212151666

Richard & Cynthia B. Malkin                             $352,314
4089 Roberts Point Avenue
Sarasota, FL 34242

Dale E. Condray                                         $179,418
3640 Long Medow
Sarasota, FL 342356900

Gail F. Silberstein           Value of Senior           $142,526
55 Woodlawn Drive             Lien: $628,228
Chestnut Hill, MA 02467

Kenneth Fradin                Value of Senior           $111,983
5152 Flicker Field Circle     Lien: $505,141
Sarasota, FL 342313242

Jerome C. Rosenthal                                      $69,367
548 Spinaker Lane
Longboat Key, FL 34228

Debra WinstonLevin                                       $64,000
130 South Bay Frond
Newport Beach, CA 92662

Frank A. Wickman              Value of Senior            $54,926
4636 Pine Harrier Drive       Lien: $770,753
Sarasota, FL 34231

R. Harry Scott                                           $42,891
270 Bearded Oaks Drive
Sarasota, FL 342321607

Richard and Marlys Huselid                               $34,684
206 Tortola Way
North Port, FL 34287

David Dal                     Value of Senior            $32,165
4944 South Tamlami Trail      Lien: $825,679
Sarasota, FL 342314354

Lyle F. Maldoon               Value of Senior            $12,847
198 River Boulevard North     Lien: $492,295
Nokomis, FL 34275

Thomas & Jennie M. Peters     Value of Senior            $12,313
3866 East 375 North           Lien: $857,844
Monticello, IN 47960

Ronald L & Lynne A Braden     Value of Senior            $11,103
211 Freeport Drive            Lien: $617,125
Sarasota, FL 34233


BA.  459 West 147th Street Realty LLC's 11 Largest Unsecured
     Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Beta Mortgage Investors                                 $267,042
7111 Park Heights Avenue
Baltimore, MD 212151666

Tumblers Inc.                                           $177,800
2082 Madison Avenue
New York, NY 10037

Donald and Nancy Beghtel                                 $82,466
2322 Siesta Dr
Sarasota, FL 34239

Claudette Krijer                                         $67,472
4947 Taywater Dell
Sarasota, FL 34235

Timothy Taubes                                           $65,291
5 Main Street, Suite 200
Elmsford, NY 10523

Alexander A. Andrake Jr.                                 $32,272
935 Pancoast Street
Dickson City, PA 185191167

Dale E. Condray                                          $30,335
3640 Long Medow
Sarasota, FL 342356900

Jack & Irene Frankel                                     $18,469
P.O. Box 8452
Longboat Key, FL 34228

John Banda                                               $17,794
908 Jotanda CIrc
Venice, FL 34292

Goldie S. Nusbaum                                        $14,775
5400 Eagles Point Circle #205
Sarasota, FL 34231

Bertram & Barbara Sayer                                  $11,040
6719 Paseo Castille
Sarasota, FL 34238


BB.  49-51 & 55-57 Wyona Street Realty Corporation's 2 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
EquiCredit Corporation                                  $549,513
P.O. Box 4109
Carol Stream, IL 601974109

Alpha Mortgage Investors                                $117,088
7111 Park Heights Avenue
Baltimore, MD 212151666


BC.  510 West 159th Street Realty Corporation's 20 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Edwin V. Cooksey                                        $413,029
7238 Letiwa Lane
Sarasota, FL 34241

Paul Teryl                    Value of Senior           $256,856
5250 SW 21st Street           Lien: $347,897
Fort Lauderdale, FL 33317

John W. Reeder                Value of Senior           $233,835
125 North Lake Shore Drive    Lien: $604,752
Sarasota, FL 34231

Richard & Cynthia B. Malkin                             $166,444
4089 Roberts Point Ave
Sarasota, FL 34242

Osvoldo and/or Kenia Cruz     Value of Senior           $156,767
1436 South Lake Shore Drive   Lien: $110,862
Sarasota, FL 34231

Donald Crist                  Value of Senior           $129,011
46 Beckshore Road             Lien: $1,007,919
P.O. Box 243
Castine, ME 04421

Harold Kulman                                            $97,844
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Kenneth Fradin                Value of Senior            $80,267
5152 Flicker Field Circle     Lien: $267,629
Sarasota, FL 342313242

Rita F. Maldoon (Trust)       Value of Senior            $80,267
198 River Boulevard North     Lien: $30,595
Nokomis, FL 34275

David Dal                                                $67,025
4944 South Tamlami Trail
Sarasota, FL 342314354

William G. Everett                                       $65,750
6111 Fifth Avenue
Pittsburgh, PA 15232

John H. Hoertz                                           $63,144
1549 Carribean Drive
Sarasota, FL 34231

Donald J. Wolfson             Value of Senior            $56,147
60 West 23rd Street           Lien: $951,772
Apartment 1611
New York, NY 10010

Nora E. Rhodes                                           $45,086
6359 Coolihans S.R.
RRI Coledon East
Ontario L0N1E0, CA

Bernard Meyers                                           $40,567
1302 South 101st Street
Omaha, NE 68124

George & Ruby Cook            Value of Senior            $32,311
3035 Bougainvillea Street     Lien: $1,136,930
Sarasota, FL 34239

Leslie & Julia Parry                                     $25,733
122 Sumner Avenue
Clarks Summit, PA 184112224


Roxanne & Terry Anstett       Value of Senior            $32,107
4475 Camino Real              Lien: $919,665
Sarasota, FL 34231

Stephanie M.Scerbin           Value of Senior            $32,107
2 Bahama Circle               Lien: $887,558
Englewood, FL 34223

Thomas & Jennie M. Peters     Value of Senior            $48,971
3866 East 375 North           Lien: $838,587
Monticello, IN 47960


BD.  515 W 148th Realty Corporation's 3 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Leslie & Julia Parry                                     $18,505
122 Sumner Avenue
Clarks Summit, PA 184112224

Marilyn Van Harken                                       $27,758
500 Covewood Boulevard
Webster, NY 14580

Mary Parry                                               $44,031
122 Sumner Avenue
Clarks Summit, PA 18411


BE.  522 East 148 Street Realty Corporation's 3 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------

Alpha Mortgage Investors                                $552,420
7111 Park Heights Avenue
Baltimore, MD 212151666

Jerome C. Rosenthal                                     $107,178
548 Spinaker Lane
Longboat Key, FL 34228

Zahava Schillinger                                       $83,000
5770 Midnight Pass Road
Apartment 606C
Sarasota, FL 34242


BF.  535 West 147 Street Realty Corporation's 18 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Frank & Laura Taubes                                    $621,159
121 Lower Cross Road
Greenwich, CT

Selma Winston                                           $257,683
100 Sanspoint Road, Unit 114
Longboat Key, FL 34228

Edwin V. Cooksey                                        $228,251
7238 Letiwa Lane
Sarasota, FL 34241

Edwin V. Cooksey                                        $136,937
7238 Letiwa Lane
Sarasota, FL 34241

Eileen Burke                  Value of Senior            $49,704
2400 Johnson Avenue           Lien: $373,444
Apartment 12
Bronx, NY 10463

Jack & Irene Frankel          Value of Senior            $44,466
P.O. Box 8452                 Lien: $276,147
Longboat Key, FL 34228

Paul Kreminiski               Value of Senior            $36,971
7910 Tamiami Trail            Lien: $461,462
Sarasota, FL 34243

Beta Mortgage Investors                                  $36,450
7111 Park Heights Ave
Baltimore, MD 212151666

George JH Cook                Value of Senior            $32,175
3035 Bougainvillea Street     Lien: $423,149
Sarasota, FL 34239

Henry Rosenthal               Value of Senior            $18,463
3060 Grand Bay Boulevard      Lien: $257,683
Unit 124
Longboat Key, FL 34228

Randy Williams                Value of Senior            $18,155
11800 Highway 475 South       Lien: $338,263
Ocala, FL 34480

Bertram & Barbara Sayer       Value of Senior            $15,941
6719 Paseo Castille           Lien: $322,322
Sarasota, FL 34238

Karen Janowski                Value of Senior            $11,497
435 East 79th Street          Lien: $361,947
New York, NY 10021

Gerard J. Eich                                            $6,443
7407 15th Ave. West
Bradenton, FL 34209

Paula Jensen                  Value of Senior             $6,139
2535 Flamingo Boulevard       Lien: $455,324
Bradenton, FL 34207

Bernard L. Sherline           Value of Senior             $5,529
1748 Landings Boulevard       Lien: $356,418
Sarasota, FL 34231

Tumblers Inc.                 Value of Senior             $1,140
2082 Madison Avenue           Lien: $321,182
New York, NY 10037

Tumblers Inc.                 Value of Senior               $570
2082 Madison Avenue           Lien: $320,612
New York, NY 10037


BG.  536 West 149th Street Realty Corporation's Largest Unsecured
     Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Allen S. Lewis                                          $136,000
3240 Casey Key Road
Nokomis, FL 34275


BH.  559 West 185th Street Realty Corporation's 12 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Frank & Laura Taubes          Value of Senior           $230,007
121 Lower Cross Road          Lien: $135,094
Greenwich, CT

559 Realty LLC                Value of Senior           $212,000
2082 Madison Avenue           Lien: $546,409
New York, NY 10037

Barbara Keyser                                          $135,094
7887 Broadway
Apartment 506
San Antonio, TX 78209

Jerome C. Rosenthal                                     $101,268
548 Spinaker Lane
Longboat Key, FL 34228

Bertram & Barbara Sayer       Value of Senior            $61,201
6719 Paseo Castille           Lien: $429,737
Sarasota, FL 34238

A.M. Sampling Pension Plan    Value of Senior            $50,400
                              Lien: $490,937

Darlene M. Condray            Value of Senior            $44,100
3460 Long Meadow              Lien: $365,101
Sarasota, FL 342356900

Carl & Kathryn Nusbaum        Value of Senior            $25,787
71 Plymouth Lane              Lien: $794,564
Bluffton, SC 29910

Eileen Burke                  Value of Senior            $23,242
2400 Johnson Avenue           Lien: $758,409
Apartment 12
Bronx, NY 10463

David Dal                     Value of Senior            $20,536
4944 South Tamlami Trail      Lien: $409,201
Sarasota, FL 342314354

George & Ruby Cook            Value of Senior            $12,913
3035 Bougainvillea Street     Lien: $781,651
Sarasota, FL 34239

Terry Condray                 Value of Senior             $5,072
3460 Long Meadow              Lien: $541,337
Sarasota, FL 342356900


BI.  6 East 132nd Street Apartment Corporation's 16 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Banco Popular NA                                      $1,330,597
231 West 125th Street
New York, NY 10027

Debra WinstonLevin            Value of Senior           $148,200
130 South Bay Frond           Lien: $585,931
Newport Beach, CA 92662

Harold Kulman                                           $146,260
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Osvoldo and/or Kenia Cruz                               $142,000
1436 South Lake Shore Drive
Sarasota, FL 34231

Judith Kulman                 Value of Senior           $107,920
1921 Waldemere Street         Lien: $386,520
Suite 504
Sarasota, FL 34239

Selma Winston                 Value of Senior            $96,560
100 Sanspoint Road, Unit 114  Lien: $254,460
Longboat Key, FL 34228

Watson L. Freeman             Value of Senior            $79,800
1058 South 11th Terrace       Lien: $174,660
Gainesville, FL 326017839

David Dal                     Value of Senior            $40,030
4944 South Tamlami Trail      Lien: $545,901
Sarasota, FL 342314354

Elizabeth Everett             Value of Senior            $35,500
6111 Fifth Avenue             Lien: $351,020
Pittsburgh, PA 15232

Peter Rhodes                  Value of Senior            $35,500
6359 Coolihans S.R.           Lien: $510,400
R.R.1 Ontario, CA

Allen Schlegelmilch                                      $28,400
391 Bearded Oak Circle
Sarasota, FL 34232

Judith Winston                Value of Senior            $28,400
2016 Euclid Street #5         Lien: $146,260
Santa Monica, CA 90405

Karen Schlegelmilch                                      $28,400
391 Bearded Oak Circle
Sarasota, FL 34232

Tumblers Inc.                 Value of Senior            $11,400
2082 Madison Avenue           Lien: $499,000
New York, NY 10037

Tumblers Inc.                 Value of Senior             $4,560
2082 Madison Avenue           Lien: $494,440
New York, NY 10037

BRT Realty                    Value of Senior                 $1
60 Cutter Mill Road           Lien: $545,900
Suite 303
Great Neck, NY 11021


BJ.  65-67 East 125th Street Realty Corporation's 6 Largest
     Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
John W. Reeder                                          $787,383
125 North Lake Shore Drive
Sarasota, FL 34231

Kenedy Funding, Inc.          Value of Senior           $570,000
Two University Plaza          Lien: $1,322,384
Suite 402
Hackensack, NJ 07601

Community Capital Bank        Value of Senior           $535,000
111 Livingston Street         Lien: $787,384
Brooklyn, NY 11201

Selma Winston                                           $140,400
100 Sanspoint Road, Unit 114
Longboat Key, FL 34228

Irma Kaufman                                             $38,844
5770 Midnight Pass Road
Apartment 509C
Grand Ridge, FL 32442

BRT Realty                    Value of Senior                 $1
60 Cutter Mill Road           Lien: $787,383
Suite 303
Great Neck, NY 11021


BK.  77 East 125th Street Realty LLC's 4 Largest Unsecured
     Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Commercial Mortgage           Value of Senior           $529,378
77 East 125th Street          Lien: $89,312
New York, NY

Ashan Realty Corporation      Value of Senior            $89,311
c/o Sharuk Jacobi             Lien: $1
401 Great Neck Road
Great Neck, NY 11021

BRT Realty                                                    $1
60 Cutter Mill Road, Suite 303
Great Neck, NY 11021

Kenedy Funding, Inc.          Value of Senior                 $1
Two University Plaza          Lien: $618,690
Suite 402
Hackensack, NJ 07601


BL.  79 East 125th Street Realty LLC's 5 Largest Unsecured
     Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Alpha Mortgage Investors                                $955,152
7111 Park Heights Ave.
Baltimore, MD 212151666

Astoria Federal               Value of Senior           $690,611
Savings & Loan                Lien: $1,446,503

Paul Teryl                    Value of Senior           $491,350
5250 SW 21st Street           Lien: $955,152
Fort Lauderdale, FL 33317

BRT Realty                    Value of Senior                 $1
60 Cutter Mill Road           Lien: $1,446,502
Suite 303
Great Neck, NY 11021

Kenedy Funding, Inc.          Value of Senior                 $1
Two University Plaza          Lien: $2,137,114
Suite 402
Hackensack, NJ 07601


BM.  883 Cauldwell Avenue Realty Corporation's 3 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Alpha Mortgage Investors                                $403,920
7111 Park Heights Ave.
Baltimore, MD 212151666

Alpha Mortgage Investors                                $213,100
7111 Park Heights Ave.
Baltimore, MD 212151666

Jerome C. Rosenthal                                     $100,450
548 Spinaker Lane
Longboat Key, FL 34228


BN.  917 Eagle Avenue Realty Corporation's 13 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Carver Federal Savings        Value of Senior         $1,531,137
75 West 125th Street          Lien: $500,595
New York, NY 10027

Harold Kulman                                           $142,000
1921 Waldemere Street
Suite 504
Sarasota, FL 34239

Watson L. Freeman             Value of Senior            $79,800
1058 South 11th Terrace       Lien: $175,250
Gainesville, FL 326017839

William G. Everett            Value of Senior            $63,900
6111 Fifth Avenue             Lien: $255,050
Pittsburgh, PA 15232

Peter Rhodes                  Value of Senior            $40,517
6359 Coolihans S.R.           Lien: $460,078
R.R.1 Ontario, CA

Cynthia & Thomas Strickla     Value of Senior            $35,500
6921 Ebony Train              Lien: $328,070
Tallahassee, FL 32308

Karen & Michael Lewis         Value of Senior            $35,500
8005 Citron Court             Lien: $363,570
Orlando, FL 32819

R. Harry Scott                Value of Senior            $33,250
270 Bearded Oaks Drive        Lien: $142,000
Sarasota, FL 342321607

Scott & Michelle Harris       Value of Senior            $33,250
c/o Jean Harris               Lien: $399,070
5416 Independence Avenue
Arlington, TX 76017

Ronald L & Lynne A Braden     Value of Senior            $27,758
211 Freeport Drive            Lien: $432,320
Sarasota, FL 34233

Eugenia Harris                Value of Senior            $14,710
                              Lien: $2,031,733

Tumblers Inc.                 Value of Senior             $9,120
2082 Madison Avenue           Lien: $318,950
New York, NY 10037

BRT Realty                    Value of Senior                 $1
60 Cutter Mill Road           Lien: $500,594
Suite 303
Great Neck, NY 11021


BO.  942 Atlantic Avenue Realty Corporation's 2 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Lyle F. Maldoon                                         $117,817
198 River Boulevard North
Nokomis, FL 34275

Leslie & Julia Parry                                     $25,576
122 Sumner Avenue
Clarks Summit, PA 184112224


BP.  957 St. Nicholas Avenue Realty Corporation's 14 Largest
     Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Alpha Mortgage Investors                                $473,616
7111 Park Heights Ave.
Baltimore, MD 212151666

Darlene M. Condray            Value of Senior           $126,469
3460 Long Meadow              Lien: $642,566
Sarasota, FL 342356900

Margaret G. Crall             Value of Senior            $96,525
c/o Gary & Sandra Condray     Lien: $930,837
1693 Waterford Pointe Road
Lexington, NC 27292

Gary & Sandra Condray         Value of Senior            $90,144
1693 Waterford Pointe Road    Lien: $840,693
Lexington, NC 27292

Debra WinstonLevin            Value of Senior            $61,710
130 South Bay Frond           Lien: $1,065,774
Newport Beach, CA 92662

Dale E. Condray               Value of Senior            $57,025
3640 Long Medow               Lien: $585,541
Sarasota, FL 342356900

Darlene M. Condray            Value of Senior            $53,241
3460 Long Meadow              Lien: $769,035
Sarasota, FL 342356900

Frank A. Wickman              Value of Senior            $39,090
4636 Pine Harrier Drive       Lien: $546,451
Sarasota, FL 34231

Carl Nusbaum                  Value of Senior            $38,412
71 Plymouth Lane              Lien: $1,027,362
Bluffton, SC 29910

Robert & Rita Spagnoli        Value of Senior            $36,997
1519 Scholar Place            Lien: $509,454
Toms River, NJ 08755

William G. Everett            Value of Senior            $29,699
6111 Fifth Avenue             Lien: $473,616
Pittsburgh, PA 15232

Bertram & Barbara Sayer       Value of Senior            $18,417
6719 Paseo Castille           Lien: $822,276
Sarasota, FL 34238

Ben Janowski                  Value of Senior            $17,158
435 East 79th Street          Lien: $1,127,484
New York, NY 10021

Larry H. &/or Ida C. Blunden  Value of Senior             $6,139
1041 Cornell Drive            Lien: $503,315
Lima, OH 458051623


BQ.  Maywood Management Corporation's 3 Largest Unsecured
     Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Panda Store Front                                         $8,000
36-03C College Point Boulevard
Flushing, NY 11354

Citiwide Commun                                           $7,446
P.O. Box 375
Bronx, NY 10470

C. James P &H                                             $2,664
1833 Bathgage Ave
Bronx, NY 10457


BR.  Maywood Capital, Inc.'s 20 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Robinson Borg Leinwand                                   $38,110
1345 Ave of the Americas
New York, NY 10105

Chase Platinum                                           $23,365
P.O. Box 15583
Wilmington, DE 19886

Internal Revenue System                                  $22,850
Cincinnati, OH 459990039

Ripco New York City                                      $21,480
133 E. 58th St., 12th Fl
New York, NY 10022

Lamb & Barnosky, LLP                                     $18,423
534 Broadhollow Road
Melville, NY 11747

NYSIT                                                    $17,500
P.O. Box 61000
Albany, NY 12261

Hanji Shipping Company                                   $16,865
80 East Route 4, Suite 491
Paramus, NJ 07652

Paychex                                                  $14,854
135 Chestnut Ridge Road
P.O Box0412
Montvale, NJ 07645

Essee Floor Covering                                     $14,838
c/o Valer Enterprises Inc.
P.O. Box 119
Holbrook, NY 11741

Diners Club                                              $13,032
P.O. Box 6003
The Lakes, NV 889016003

American Express                                         $10,758
P.O. Box 36002
Ft. Lauderdale, FL 33336

Refund Consultants                                       $10,380
585 Euclid Avenue
West Hempstead, NY 11552

Marlin Leasing Corporation                                $9,293
P.O. Box 13604
Philadelphia, PA 19101

Ajilon Finance                                            $8,126
Department Ch 14031
Palatine, IL 600554031

American Express                                          $8,101
P.O. Box 1270
Newark, NJ 07101

H20 Watermain                                             $8,000
1328 Rockaway Parkway
Brooklyn, NY 11236

The Hartford                                              $6,142
P.O. Box 2907
Hartford, CT 06104

Miranda & Sokoloff                                        $4,300
24 Mineola Blvd
Mineola, NY 11501

Home Depot                                                $4,062
P.O. Box 9172
Des Moines, IA 50368

New York City                                             $3,984
Department of Finance
P.O. Box 5060
Kingston, NY 124025062


MCI INC: Verizon's Acquisition of MCI Draws Mixed Reactions
-----------------------------------------------------------
Some investors of MCI, Inc., are opposed to Verizon
Communications, Inc.'s $6.7 billion offer because it's too low.

Leon Cooperman, chief executive officer of Omega Advisors Inc.,
told Bloomberg News that MCI is worth more than what Verizon has
agreed to pay.  Omega Advisors is one of MCI's top five holders.

Ellen Braitman and Peter J. Brennan at Bloomberg reports that Mr.
Cooperman has spoken to other shareholders.  Mr. Cooperman
informed Bloomberg that they all share the same view.  "On the
surface, we're very disappointed."

According to Bloomberg, John Paulson at Paulson & Co.; Bruce
Berkowitz at Fairholme Capital Management LLC; and Mr. Cooperman
believe that MCI should revisit the bid submitted by Qwest
Communications International, Inc., "or stay independent".

On the other hand, analysts interviewed by Bloomberg's J. Kyle
Foster anticipate that Verizon's acquisition of MCI might result
in slower sales.

However, Connie Luecke, a Chicago-based telecommunications
analyst at Phoenix Investment Partners Ltd., told Bloomberg she
does not believe it's a reason not to do the deal.  "It's a bit
of a strategy change," she said.  Phoenix Investment manages
$42.9 billion and holds about 1.5 million Verizon shares.

                   MCI CEO Won't Stay After Sale

The Wall Street Journal reported that MCI Chief Executive Officer
Michael Capellas does not plan to stay with the Company after the
sale to Verizon closes.  Dennis Beresford, an MCI director, told
the Journal that Mr. Capellas informed his fellow directors about
his intention.  When asked about his next move, Mr. Capellas
declined to comment.

Mr. Capellas reportedly will earn as much as $22 million from the
sale.

According to Bloomberg News, Mr. Capellas has been meeting with
skeptical investors and trying to convince them that MCI's merger
with Verizon is really a "smart deal".  Some experts interviewed
by Bloomberg say that Mr. Capellas' move so soon after the
Verizon deal was struck is "unusual".

                    More Statements on Verizon's
                    Proposed Acquisition of MCI

(1) NYPSC Chairman William M. Flynn

"The New York Public Service Commission recognizes the
telecommunications industry is in a period of significant
transition as a consequence of emerging technologies, converging
markets, and regulatory and legal developments.  The announced
acquisition of MCI by Verizon reflects many of the new realities
within the telecommunications arena.  As part of the agency's
long-standing obligation to evaluate the impact of the proposed
acquisition on consumers, we will engage in a professional and
thorough review to determine the prudence of this transaction."

(2) Communications Workers of America

President Morton Bahr of the Communications Workers of America
issued the following statement on Verizon's proposal to buy MCI.
CWA represents about 66,000 workers at Verizon.

Verizon's proposed purchase of MCI will give the company the
ability to provide a greater diversity of services for customers
and allow Verizon to compete more effectively with the emerging
U.S. cable giants and the big global players in today's volatile
communications industry.

MCI's Internet backbone network, the largest in the world,
will bolster the communications services Verizon already offers
to residential and business customers.  The merger should greatly
advance Verizon's rollout of high-speed broadband access, one of
our nation's most urgent needs.

The Communications Workers of America believes that the
merger must also provide new opportunity for workers and a
renewed commitment to customers.

That means the creation of quality jobs to ensure that
workers and American communities also will benefit from this
merger, as well as continued support for universal service, as
technology changes the tools we use to communicate.

When the SBC-AT&T combination was announced last month, CWA
made clear our concern for the employment security and career
opportunity of the 115,000 workers we represent at those
companies.

Verizon and MCI now have the same opportunity to follow a
business model built on dynamic growth, the creation of new
services and technologies and the quality jobs that will meet
customers' needs.

We'll be emphasizing these critical needs in our discussions
with Verizon executives in the coming days and weeks.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MEDIACOM COMMS: Earns $2 Million of Net Income in Fourth Quarter
----------------------------------------------------------------
Mediacom Communications Corporation (Nasdaq: MCCC) reported its
results for the three months and year ended Dec. 31, 2004.

            Fourth Quarter 2004 Financial Highlights

For the fourth quarter of 2004, revenues were $265.2 million, an
increase of 2.5% over the comparable 2003 period.  Operating
income increased by 2.6% to $49.0 million from $47.8 million, and
operating income before depreciation and amortization decreased by
0.2% to $102.5 million.  Net income was $2.0 million, as compared
to net income of $7.1 million in the fourth quarter of 2003.

Unlevered free cash flow was $47.2 million, a decrease of $8.4
million from $55.6 million generated in the 2003 fourth quarter.
Free cash flow declined to negative $2.3 million, as compared to
positive $9.2 million in the 2003 fourth quarter.  The Company
defines unlevered free cash flow as OIBDA less cash taxes and
capital expenditures and free cash flow as OIBDA less interest
expense, net, cash taxes and capital expenditures.

                  Full Year 2004 Financial Highlights

For the full year 2004, revenues were $1,057.2 million, an
increase of 5.2% over 2003. Operating income increased by 48.4% to
$196.4 million from $132.4 million, and OIBDA increased by 2.0% to
$413.7 million.  Net income was $13.6 million, as compared to a
net loss of $62.5 million in 2003.

Unlevered free cash flow was $232.0 million, an increase of 40.8%
from $164.7 million generated in 2003.  Free cash flow was
positive $39.3 million, an improvement of $64.8 million as
compared to negative $25.5 million generated in 2003.

"While 2004 was a challenging year for Mediacom, we were
encouraged by our results in the fourth quarter," said Rocco B.
Commisso, Mediacom's Chairman and CEO.  "We finished the year on a
firm footing, adding 28,000 Revenue Generating Units in the fourth
quarter, our best performance of the past eight quarters. Our
digital customer growth was the highest in any quarter since 2002,
and we held basic subscriber losses to their lowest levels in two
years despite the disruptions caused by Hurricane Ivan.  The data
business continued its strong growth, generating a 24% revenue
increase, and our advertising division delivered outstanding
results, with revenues increasing by 31% over the last quarter of
2003."

"We believe we are moving in the right direction as the hard work
to transform our video platform and enhance the value of our video
service offerings is paying off.  The suite of products and
services we offer to our customers is more compelling today,
capitalizing on expanding market availability of video-on-demand,
high-definition TV and digital video recorders.  With the
scheduled launch of our cable telephony service in the second
quarter of 2005, we are excited about the opportunity it gives us
to deliver the triple-play of video, data and voice services.
Bundling these products and services will help drive customer
growth across all of our product lines," Mr. Commisso concluded.

                Three Months Ended December 31, 2004 vs.
                  Three Months Ended December 31, 2003

For the fourth quarter of 2004, revenues were $265.2 million, an
increase of 2.5% over the comparable 2003 period.

   -- Video revenues decreased 2.5%, as a result of a decline in
      basic subscribers from 1,543,000 to 1,458,000, partially
      offset by basic rate increases. Digital customers, at
      396,000, were up compared to 383,000 a year ago. Average
      monthly video revenue per basic subscriber increased 3.4%
      from the fourth quarter of 2003 to $47.40. Sequentially,
      basic subscribers declined by 3,000 while digital customers
      rose by 14,000.

   -- Data revenues rose 23.6% due primarily to an increase in
      data customers from 280,000 to 367,000. Average monthly data
      revenue per data customer decreased 6.7% from the fourth
      quarter of 2003 due primarily to the growth of lower-priced,
      slower speed data customers. Sequentially, data customers
      grew by 17,000.

   -- Advertising revenues increased 30.6%, as a result of an
      increase in political advertising sales, stronger other
      local advertising and, to a lesser extent, the completion of
      an interconnect in one of the Company's larger markets.

Service costs increased 5.9% over the prior year, principally due
to:

     (i) increased programming costs caused by rate increases on
         basic and, to a lesser extent, premium services, offset
         in part by a reduction in basic subscribers; and

    (ii) increased labor and overhead costs resulting from the
         continued transition from upgrade construction in 2003 to
         maintenance activities in 2004.

Selling, general and administrative expenses increased 2.5%,
principally due to:

     (i) increased salaries and commissions related to higher
         advertising sales;

    (ii) increased employee costs in customer service and
         marketing; and

   (iii) higher marketing costs resulting from print, TV and radio
         marketing activities.

Corporate expenses decreased 12.1%, principally due to greater
capitalization of labor and overhead costs related to increased
capital project activities, including voice services.

Depreciation and amortization decreased 2.6%, principally due to a
higher level of gross plant in 2003, as a result of the completion
of the Company's network upgrade program, offset in part by
increased depreciation for investments in the Company's cable
network and ongoing investments to continue the rollout of
products and services, including video-on-demand, high-definition
TV, digital video recorders and high-speed data access.

Interest expense, net, increased 6.4%, principally due to lower
rates of interest expense capitalization for the three months
ended December 31, 2004, given the substantial reduction of
upgrade/rebuild capital expenditures, as well as higher market
interest rates on variable rate debt. This increase was offset in
part by lower average indebtedness during the period.

As a result of the quarterly mark-to-market valuation of the
Company's interest rate exchange agreements, the Company recorded
a net pre-tax gain on derivatives amounting to $6.6 million for
the three months ended December 31, 2004, as compared to a net
pre-tax gain on derivatives of $9.8 million for the three months
ended December 31, 2003.

As a result of the above factors, the Company generated net income
for the three months ended December 31, 2004 of $2.0 million, as
compared to net income of $7.1 million for the three months ended
December 31, 2003.

Twelve Months Ended December 31, 2004 Compared to Twelve Months
Ended December 31, 2003

For the full year 2004, revenues were $1,057.2 million, an
increase of 5.2% over 2003.

   -- Video revenues increased 0.4%, primarily as a result of
      basic rate increases, substantially offset by a decline in
      basic subscribers of 85,000. Digital customers grew by
      13,000.

   -- Data revenues rose 34.4% due primarily to an increase in
      data customers of 87,000.

   -- Advertising revenues increased 21.8%, primarily as a result
      of higher local advertising sales.

Service costs increased 7.2% over the prior year, principally due
to:

     (i) increased programming costs caused by rate increases on
         basic and, to a lesser extent, premium services, offset
         in part by a reduction in basic subscribers;

    (ii) increased employee costs mainly related to benefits;

   (iii) increased labor and overhead costs resulting from the
         continued transition from upgrade construction in 2003 to
         maintenance activities in 2004; and

    (iv) an increase in other operating costs, which include
         vehicle repair and gas costs, utility and plant
         maintenance costs.

Selling, general and administrative expenses increased 7.4%,
principally due to:

     (i) increased salaries and commissions related to higher
         advertising sales;

    (ii) increased employee costs in customer service and
         marketing; and

   (iii) higher marketing costs resulting from print, TV and radio
         marketing activities.

Corporate expenses increased 11.8%, principally due to increases
in employee compensation.

Depreciation and amortization decreased 20.5%, principally due to
changes, effective July 1, 2003, in the estimated useful lives of
the Company's cable systems and equipment in conjunction with the
completion of the Company's network upgrade and rebuild program,
offset in part by increased depreciation for investments in the
Company's cable network and ongoing investments to continue the
rollout of products and services, including video-on-demand, high-
definition TV, digital video recorders and broadband data access.

Interest expense, net, increased 1.3%, principally due to lower
rates of interest expense capitalization for the twelve months
ended December 31, 2004, given the substantial reduction of
upgrade/rebuild capital expenditures, as well as higher market
interest rates on variable rate debt. This increase was offset in
part by lower average indebtedness.

As a result of the quarterly mark-to-market valuation of the
Company's interest rate exchange agreements, the Company recorded
a net pre-tax gain on derivatives amounting to $16.1 million for
the twelve months ended December 31, 2004, as compared to a net
loss on derivatives of $9.1 million for the twelve months ended
December 31, 2003.

As a result of the above factors, the Company generated net income
for the twelve months ended December 31, 2004 of $13.6 million, as
compared to a net loss of $62.5 million for the twelve months
ended December 31, 2003.

                   Liquidity and Capital Resources

Significant sources of cash for the twelve months ended Dec. 31,
2004, consisted of:

   -- Generation of net cash flows provided by operating
      activities of approximately $224.6 million; and

   -- Proceeds from the sale of assets and investments, primarily
      a cable system, for approximately $10.6 million.

Significant uses of cash for the twelve months ended Dec. 31,
2004, consisted of:

   -- Capital expenditures of $181.4 million;
   -- Purchase of a small cable system for $3.4 million;
   -- Net repayment of debt of $41.9 million; and
   -- Repurchase of common stock of $6.2 million.

                        Financial Position

At December 31, 2004, the Company had total debt outstanding of
$3,009.6 million, a reduction of $41.9 million compared to
December 31, 2003.

In October 2004, the operating subsidiaries of Mediacom LLC, one
of the Company's two principal subsidiaries, refinanced their
existing bank facilities by entering into a new credit agreement,
called the LLC Credit Agreement, to obtain extensions of credit in
an aggregate amount not to exceed $1,150 million. On December 17,
2004, the operating subsidiaries of Mediacom Broadband LLC, the
Company's other principal subsidiary, amended their existing
credit facility to conform its definitions, financial covenants,
and the terms relating to letters of credit, mandatory prepayment,
representations and warranties, negative covenants and events of
default to those of the LLC Credit Agreement.

As of December 31, 2004, the Company had unused credit facilities
of approximately $909 million, all of which could have been
borrowed and used for general corporate purposes based on the
terms and conditions of the Company's debt arrangements.
Currently, 72% of the Company's total debt is at fixed interest
rates or subject to interest rate protection, and the Company's
weighted average cost of debt capital, including interest rate
swap agreements, is 6.9%.

                     2005 Financial Guidance

The Company reported its financial guidance for 2005:

   -- Revenues of $1,090 million to $1,110 million
   -- OIBDA of $415 million to $425 million*
   -- Capital expenditures of $200 million to $210 million
   -- Interest expense of $205 million to $215 million

* Does not include any impact from the adoption of SFAS No. 123R
(Accounting for stock-based compensation).

                        About the Company

Mediacom Communications Corporation -- http://www.mediacomcc.com/
-- is the nation's 8th largest cable television company and the
leading cable operator focused on serving the smaller cities and
towns in the United States. Mediacom Communications offers a wide
array of broadband products and services, including traditional
video services, digital television, video-on-demand, digital video
recorders, high-definition television and high-speed Internet
access.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Fitch Ratings has affirmed the 'CCC+' rating on Mediacom
Communications Corporation's (MCCC) senior convertible notes.
Fitch has also affirmed the 'B+' rating assigned to the senior
unsecured debt issued by intermediate holding companies Mediacom
LLC and Mediacom Broadband LLC.  Fitch has assigned a 'BB+' rating
to the $1.15 billion senior secured bank facility entered into by
subsidiaries of Mediacom LLC, including:

     * Mediacom Illinois LLC
     * Mediacom Arizona LLC
     * Mediacom Indiana LLC
     * Mediacom California LLC
     * Mediacom Minnesota LLC
     * Mediacom Delaware LLC
     * Mediacom Wisconsin LLC
     * Mediacom Southeast LLC
     * Zylstra Communications Corporation

Fitch has assigned a 'BB+' rating to the $1.4 billion amended and
restated senior secured bank facility entered into by subsidiaries
of Mediacom Broadband LLC, including:

     * MCC Georgia, LLC
     * MCC Illinois, LLC
     * MCC Iowa, LLC
     * MCC Missouri, LLC

Lastly, Fitch has revised the Rating Outlook for all of the
ratings to Negative from Stable.  These rating actions affect
approximately $3.0 billion of debt as of the end of the third
quarter of 2004, of which approximately $1.6 billion is senior
secured, $1.2 billion is senior unsecured, and $0.2 billion is
senior convertible notes.


MERCER INT'L: Gets $10.9M from Underwriters' Purchase of Shares
---------------------------------------------------------------
Mercer International, Inc., (Nasdaq: MERCS, TSX: MRI.U) reported
that, in conjunction with its previously announced sale of
9,416,196 Mercer shares on February 14, 2005, the underwriters
have exercised their over-allotment option and purchased an
additional 1,352,504 shares of Mercer at a price of $8.50 per
share.  After commissions and discounts, such sale resulted in
proceeds to the Company of approximately $10.9 million.

Mercer International, Inc., is a pulp and paper manufacturing
company.  Mercer operates three modern NBSK pulp mills in Germany
and Canada with a consolidated annual production capacity of
approximately 1.3 million tonnes.

At September 30, 2004, the company's balance sheet reports a
working capital deficit of about EUR122.5 million compared to
EUR58 million At September 30, 2003.

                         *     *     *

AS reported in the Troubled Company Reporter on Feb. 3, 2005,
Moody's Investors Service assigned a Caa1 rating to Mercer
International Inc.'s proposed US$300 million note offering, due
2013.  Moody's also assigned a B2 senior implied rating, Caa1
senior unsecured issuer rating, and Speculative Grade Liquidity
rating of SGL-3 to Mercer.  The outlook is stable.

As reported in the Troubled Company Reporter on Jan. 27, 2005,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Seattle, Washington-based pulp producer Mercer
International, Inc.  At the same time, Standard & Poor's assigned
its 'B' senior unsecured debt rating to Mercer's proposed
$300 million senior unsecured notes due 2013, based on preliminary
terms and conditions.  The outlook is stable.


MGM MIRAGE: Moody's Pares Rating on Sec. Sr. Notes to Ba2 from Ba1
------------------------------------------------------------------
Moody's Investors Service downgraded MGM MIRAGE'S senior secured
and guaranteed debt ratings to Ba2 from Ba1.  The downgrade
assumes that MGM MIRAGE's acquisition of Mandalay Resort Group
will close in the first quarter of 2005 and will be financed with
all debt.

Moody's expects that assets currently securing MGM MIRAGE's senior
debt will be released shortly pursuant to the terms of the
company's various debt instruments.  The senior unsecured ratings
of Mandalay Resort Group -- MRG -- are confirmed at Ba2.  The
rating outlook is stable.  This completes Moody's review of the
companies' ratings that commenced on June 7, 2004.

The downgrade of MGM MIRAGE's ratings is based upon high pro-forma
leverage (debt to trailing EBITDA) of approximately 6.5x at
closing, low interest coverage of about 2.8x (EBITDA/Interest),
and the likelihood that leverage and coverage will remain near
5.5x and below 3.0x, respectively, through 2006, even after
consideration of expected absolute debt repayment from asset sales
($500 million to $1.0 billion) and positive free cash flow.  These
credit metrics are outside the scope of the former Ba1 senior
implied rating despite many of MGM MIRAGE's positive credit
attributes, the pending release of collateral, and the strategic
benefits of its combination with MRG.

A comfortable leverage range for a Ba1 large cap gaming company is
between 4.75x to 5.0x. Higher business risk due to significant
geographic concentration in Las Vegas, and the likelihood the
company will pursue large scale ground up development projects -
the timing of which are difficult to predict - also factored into
this rating decision. The ratings could be upgraded if leverage is
reduced to below 5.0x and is likely to remain so in the context of
the company's capital spending program and financial policy
priorities.  The ratings could be downgraded if leverage rises
above 6.0x.

MGM MIRAGE has sufficient resources in place to the close the
acquisition with its $5.5 billion committed bank revolving credit
facility and cash on hand.  The Federal Trade Commission, as well
as the Mississippi gaming regulators have approved the transaction
and approval from Nevada is expected shortly.  However, Illinois'
gaming commission currently lacks a quorum, and so MGM MIRAGE is
expected to puts its Illinois property in escrow until is can be
licensed.

In order to comply with state regulation in Michigan, MGM MIRAGE
must dispose of one of the Detroit properties which could delay
the closing slightly.  It is expected that MRG's convertible
floating rate debentures will be refinanced at closing along with
any of its approximate $1.5 billion of public debt that contain
change of control puts at the holders option.  These issues
continue to trade above the 101 redemption price, and so puts are
not considered likely.

All of MGM MIRAGE's senior debt is currently secured by all
company assets and is guaranteed by most domestic subsidiaries.
Upon the early redemption of the company's $200 million 6.875%
bonds on February 9, 2005, provisions of existing indentures
allows for the release of all collateral at the company's option.
Therefore, collateral securing MGM MIRAGE's senior debt will be
released shortly.  MRG will become a wholly owned subsidiary of
MGM MIRAGE and its existing public notes will remain at this
subsidiary level.

Moody's expects MRG's notes to benefit from downstream guarantees
from MGM MIRAGE, as well as the same subsidiaries that guaranty
the company's existing public debt.  The confirmation of MRG's
senior unsecured debt is predicated on the assumption that MRG's
notes and debentures will benefit from these upstream, downstream
and cross guarantees such that no structural subordination will
exist in the capital structure.  Non-restricted subsidiaries that
do not provide guarantees include foreign subsidiaries and joint
venture entities.

Moody's does not consolidate joint venture projects into its
calculation of the company's credit measures given their
non-recourse nature, the favorable operating performance of and
prospects for these ventures.  However, operating income of
unconsolidated joint ventures is excluded from EBITDA and cash
distributions, if any, are added back.

MGM MIRAGE's ratings reflect its strong brand equity, leading
margins, as well as the excellent quality and locations of its
well-maintained properties that have strong asset values.  MGM
MIRAGE has a strong operational management team in place with a
proven track record of integrating acquired companies and
achieving targeted synergies.  The acquisition of MRG further
solidifies MGM MIRAGE's position as the leading operator of resort
casinos on the Las Vegas strip.

The addition of MRG's is expected to drive revenue and margin
growth with the addition of MRG's convention center asset due to
Las Vegas' increasing popularity as a convention destination, as
well as better management of MRG's casino assets whose margins
trail those of MGM MIRAGE.  The company's largest properties are
located in Nevada, which is the most stable and gaming friendly
jurisdictions that helps to offset the company's geographic
concentration to some degree.  The ratings reflect the company's
high pro-forma leverage and higher business risk due to a high
concentration of earnings in Las Vegas, and the likelihood the
company will pursue large scale ground up development projects,
the timing of which are difficult to predict, and so, this may
pose a challenge to the company's efforts to reduce leverage
before new development capital spending starts rising.

In addition, more supply is being added in Las Vegas that could
slow the pace of earnings growth.  MGM MIRAGE has a 10 million
share repurchase authorization in place and actively repurchased
shares in 2003 and 2004.  However, the current ratings assume the
company will not share repurchases for the near term.  Potential
earnings volatility caused by geo-political threats is an ongoing
credit concern particularly given the company's reliance on the
Las Vegas market.  The rating outlook is stable reflecting the
positive operating conditions in the company's primary markets.

MGM MIRAGE

The ratings downgraded are:

  * Guaranteed, secured senior notes to Ba2 from Ba1.

  * Senior and senior subordinated shelf to (P)Ba2 and (P)Ba3 from
    (P)Ba1 and (P)Ba2, respectively.

  * Senior Implied to Ba2 from Ba1.

  * Issuer Rating to Ba3 from Ba2.

  The ratings confirmed is:

  * Subordinated shelf at (P)B1.

  The ratings downgraded and will be withdrawn is:

  * 6.875%, $200 million, Guaranteed, secured senior notes due
    2008 to Ba2 from Ba1.

  The ratings withdrawn is:

  * Commercial paper at Not Prime.

Mirage Resorts Incorporated

  The ratings downgraded is:

  * Guaranteed, secured senior notes to Ba2 from Ba1.

Mandalay Resort Group

  The ratings confirmed is:

  * Senior, unsecured notes and debentures at Ba2.  These issues
    are expected to become guaranteed.

  * Convertible floating rate debentures due 2033 at Ba2.  This
    issue is expected to be refinanced.

  * Senior subordinated notes at Ba3.

  The ratings downgraded and will be withdrawn are:

  * Senior Implied to Ba2 from Ba1.

  * Issuer Rating to Ba3 from Ba2.

  The rating withdrawn is:

  * Commercial paper at Not Prime.

Headquartered in Las Vegas, Nevada, MGM MIRAGE owns and operates
12 casino resorts located in Nevada, Mississippi, Michigan and
Australia, and has investments in two other casino resorts in
Nevada and New Jersey.  Internationally, the company holds a 25%
interest in casino developer Metro Casinos Limited of Great
Britain.  Consolidated revenue for the period ended Dec. 31, 2004
was about $4.4 billion.

Headquartered in Las Vegas, Nevada, Mandalay Resort Group owns and
operates 11 properties in Nevada, a hotel/casino in Mississippi,
and has a 50% interest in two other Nevada properties.  In
addition, the company owns a 50% interest in and operates a
riverboat in Illinois, and owns a 53.5% interest in and operates a
casino in Michigan.  Consolidated revenue for the period ended
October 31, 2004 was about $2.7 billion.


MIRANT CORP: Wabash Holds $3.4M Allowed General Unsecured Claim
---------------------------------------------------------------
At the behest of Mirant Corporation and its debtor-affiliates, the
U.S. Bankruptcy Court for the Northern District of Texas approves
a Settlement Agreement and Release entered into among Mirant
Americas Energy Marketing, LP, Mirant Americas, Inc., and Wabash
Valley Power Association, Inc.

On August 27, 1996, Southern Energy Marketing, Inc., a predecessor
of MAI, entered into a Master Power Sales Agreement with Wabash.
The Master Power Sales Agreement sets forth the terms and
conditions for the sale and purchase of electric power and related
services between MAI and Wabash.

On March 14, 2002, MAEM and Wabash entered into a Firm Offer
Agreement, which provides for the sale by MAEM to Wabash of 50 MW
of round the clock energy from January 1, 2005, through
December 31, 2005, at a fixed price of $29.85/MWh.  The capacity
was to be supplied from the Debtors' Sugar Creek facility, located
in Terre Haute, Indiana.

The Firm Offer Agreement was mistakenly confirmed under the Master
Power Sales Agreement, even though the Master Power Sales
Agreement was between Wabash and MAI, a different Debtor entity.

The Debtors have determined that rejection of the Agreements is
necessary because the price of energy has increased and the Firm
Offer Agreement is now "out of the money" as to MAEM.  By
rejecting the Agreements now, and selling the energy reserved by
the Firm Offer Agreement at market prices, the Debtors can avoid
those losses.

Accordingly, as part of the Settlement Agreement, Judge Lynn
authorizes the Debtors to reject:

   (a) the Master Power Sales Agreement; and

   (b) the Firm Offer Agreement.

Furthermore, the Settlement Agreement provides that Wabash will
have an allowed, prepetition, general, unsecured claim against
MAEM for $3,400,000 as a result of the rejection of the
Agreements.

The Settlement Agreement also contains mutual releases of claims
arising under, or relating to, the Agreements.

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


NATIONAL CENTURY: Court Stays Trust's Objections to Banks' Claims
-----------------------------------------------------------------
JPMorgan Chase Bank, N.A., Bank One, N.A., Harold W. Pote, Eric
R. Wilkinson, and Thomas G. Mendell ask the U.S. Bankruptcy Court
for the Southern District of Ohio to stay all proceedings with
respect to the Unencumbered Assets Trust's Objection to their
proofs of claim until the United States District Court for the
Southern District of Ohio rules on their request for withdrawal of
the reference.

As reported in the Troubled Company Reporter on Feb. 23, 2005,
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.

Mr. Wilkinson told 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.

John B. Kopf, III, Esq., at Thompson Hine, LLP, in Columbus, Ohio,
relates that the Trust's Objection to 63 proofs of claim filed by
the Claimants raise significant factual and legal issues that, by
the Trust's own concession, are inextricably intertwined with
identical issues that must be decided in other related litigation
pending before District Court Judge James L. Graham, including the
November 2004 lawsuit filed by the Trust and other multi-district
litigation concerning Debtor National Century Financial
Enterprises, Inc.

Mr. Kopf contends that a stay will:

    -- eliminate the need for expedited and extensive discovery on
       issues that are already before Judge Graham;

    -- promote cost effectiveness and judicial economy by
       eliminating unnecessary and premature briefing on issues,
       which the Bankruptcy Court need not address; and

    -- not harm or prejudice any party.

Mr. Kopf points out that at the heart of the Trust's allegations
in the November 2004 Lawsuit is the claim that the Claimants were
somehow involved in massive fraud and conspiracy designed to harm
the Debtors, and thus the NCFE Noteholders.

The Claims Objections before the Bankruptcy Court contain
mirror- image allegations to those asserted in the UAT Action and
the MDL Cases.  The foundation for disallowance is built on the
same facts, issues and claims that will be decided in Judge
Graham's courtroom.  In fact, the Trust recognizes that those
issues ought to be decided by Judge Graham.  The issues will be
the subject of extensive discovery and argument in the UAT Action
and the MDL Cases that are years away from resolution.

The Claimants believe that it would serve no useful purpose, and
would be manifestly unfair and prejudicial, for them to file
substantive briefing in response to the Trust's Claims Objections
at this preliminary juncture.  The UAT Action and the MDL Cases
are still in their early stages.  Pursuant to Judge Graham's
orders, the Claimants have not yet filed answers in the MDL Cases
and the UAT Action.  Likewise, there has been no discovery in the
MDL Cases or the UAT Action.

No purpose would be served by rushing to determine the Trust's
Claims Objections in the bankruptcy case, Mr. Kopf maintains.  The
Trust presently has no assets to distribute, and it will have none
to distribute unless it achieves some financial success pursuing
the UAT Action.  Accordingly, there is no just reason for the
Claimants to hasten a response to the UAT Claims Objections and
stake out positions concerning issues that have no relevance until
after the UAT Action is resolved, and which issues will in fact be
resolved by that lawsuit.

                           UAT Responds

Sydney Ballesteros, Esq., at Gibbs & Bruns, LLP, in Houston,
Texas, asserts that the sole issue at stake in the Claimants'
Motion to Stay is whether to condone the Claimants' last-minute
effort to avoid filing a response to the Unencumbered Assets
Trust's Objections to their claims.

On November 30, 2004, the Trust filed seven separate pleadings
objecting to 115 proofs of claim filed by the Claimants and other
parties.  While other parties filed their responses by
Jan. 18, 2005, the Claimants obtained three extensions of the
response deadline.

A status conference is set on February 22, 2005, so that the
claimants would have time to file their responses, and so that the
Court would have the responses in hand and would know what
disputed issues remain and the bases of those disputes.  The
Bankruptcy Court made clear that the February 22 Conference should
and would be a forum to address the procedures for handling the
Objections and the related proofs of claim, including the question
of which issues would be resolved in the Bankruptcy Court and
which should be resolved in the District Court.

Ms. Ballesteros asserts that the stay request should be denied
because it violates the Claimants' written agreement with the
Trust.  The Claimants previously obtained an extension of their
response date by agreeing, in writing, that their response
deadline would be January 31, 2005, that "after the Responses were
filed and prior to the [February 22 Status] Conference [they
would] confer in attempt to agree" on the forum and procedures for
resolution of the Objections; and that they would participate in
the Status Conference.

Moreover, the responses should be filed before rulings on
withdrawal of the reference and before the Bankruptcy Court
addresses procedures for resolution of objections and related
proofs of claim.  Ms. Ballesteros tells Judge Calhoun that until
the Claimants file a response, neither the Bankruptcy Court, the
District Court, nor the Trust will be able to discern which issues
are in dispute or the nature of those issues.  The Bankruptcy
Court and the District Court should be made privy to see the
Claimants' positions and responses, so that each may make informed
decisions on the Withdrawal of the Reference Motion and on the
procedures and timetable necessary for resolving the issues.

The Trust believes it very likely that if the Claimants would
simply set out their positions for the Court, the majority of
issues in the 63 proofs of claim would actually be immediately
resolved.  The Trust also believes that most of JPMorgan's claims
for certain compensation, expenses and reimbursements were
redundant of administrative claims filed separately by JPMorgan
and are already resolved by separate orders.  The Trust simply
asks the Claimants to (i) file a response; (ii) explain what they
are claiming, and (iii) take a position on these matters so that
the Court can know whether there is anything left to be resolved.

The Trust needs to resolve who its beneficiaries are so that it
can make proportionate distributions of cash that may become
available.  The Trust is currently engaged in ongoing settlement
discussions and anticipates a meaningful likelihood that it would
have some funds available to distribute within the year.  The
requested stay would procrastinate the process of resolving the
myriad outstanding proofs of claim and discerning which
beneficiaries would receive distributions.

Accordingly, the Trust asks the Bankruptcy Court to deny the
Claimants' Stay Request and direct the Claimants to submit their
responses promptly and in advance of the February 22 Status
Conference.

                           *     *     *

Judge Calhoun stays all proceedings on the Unencumbered Assets
Trust's Objection to Claims filed by JPMorgan Chase Bank, N.A.,
Bank One, N.A., Harold Pote, Thomas Mendell and Eric Wilkinson.

The stay does not apply to the Trust's Objection to Former
Indenture Trustee Claims in respect of the claims filed by Bank
One or JPMorgan on behalf of the NPF XII or NPF VI Noteholders.
The stay will remain in effect pending a ruling by the District
Court on the Withdrawal of the Reference Motion.

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)


NATIONAL ENERGY: Court Approves Yankee Gas Settlement Agreement
---------------------------------------------------------------
NEGT Energy Trading - Gas Corporation is a party to two
agreements with Yankee Gas Services Company:

   (1) The Non-recallable Capacity Release, dated December 17,
       2001, pursuant to which Yankee Gas agreed to release to ET
       Gas certain non-recallable capacity for natural gas; and

   (2) The Master Firm Purchase/Sale Agreement, dated January 1,
       2002, pursuant to which ET Gas agreed to sell natural gas
       to Yankee Gas at specified delivery points and at a
       predetermined price.

National Energy & Gas Transmission, Inc., guaranteed ET Gas'
obligations under the Contracts subject to a $4,000,000 cap.
Moreover, ET Gas provided additional cash collateral totaling
$500,000.

In December 2003, ET Gas sought and obtained the Court's
authority to reject the Contracts.  As a result, Yankee Gas filed
two proofs of claim:

   (1) Claim No. 310, asserting a $4,000,000 claim against NEG
       based on the Guaranty; and

   (2) Claim No. 311, asserting a $9,922,902 claim against ET
       Gas based on two components:

       -- the $1,401,825 payment issued by ET Gas to Yankee Gas
          on July 25, 2003, relating to transportation fees due
          to the pipelines providing the gas transportation
          capacity under the Contracts; and

       -- Yankee Gas' $8,521,077 claim for damages in connection
          with the Contracts Rejection.

To amicably settle all matters between them relating to the
Contracts, the Guaranty, and Claim Nos. 310 and 311, ET Gas and
Yankee Gas entered into a Settlement Agreement and Mutual
Release, which was approved by the Court.

The parties agree that:

   (a) Yankee Gas is granted a $1,401,825 administrative expense
       claim against ET Gas;

   (b) Yankee Gas will have a $500,000 allowed claim against ET
       Gas, secured by the Collateral.  The Collateral will be
       applied to the Allowed Claim in full satisfaction of that
       Claim;

   (c) Claim Nos. 310 and 311 are expunged and disallowed in
       their entirety;

   (d) ET Gas and Yankee Gas grant mutual releases for all
       remaining claims arising from and relating to the
       Contracts, including without limitation, the Guaranty, as
       well as any avoidance or recovery claims or causes of
       action.

The Settlement provides for Yankee Gas to withdraw its $9,922,902
claim asserted against ET Gas without the need for further
dispute or litigation.  The Claim against NEG -- on account of
the Guaranty -- will also be eliminated, sparing ET Gas of a
claim by NEG against ET Gas for reimbursement.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services. The Company and
its debtor-affiliates filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30459). Matthew A.
Feldman, Esq., Shelley C. Chapman, Esq., and Carollynn H.G.
Callari, Esq., at Willkie Farr & Gallagher, and Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, L.L.P., represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $7,613,000,000 in assets and $9,062,000,000
in debts. NEGT received bankruptcy court approval of its
reorganization plan in May 2004, and that plan took effect on
Oct. 29, 2004. (PG&E National Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEENAH PAPER: Offers Voluntary Odd-Lot Program to Shareholders
--------------------------------------------------------------
Neenah Paper, Inc., (NYSE: NP) will offer a voluntary program
through which shareholders owning fewer than 50 shares of Neenah
Paper common stock may conveniently sell all of their shares or
purchase enough additional shares to increase their holdings to 50
shares.

The program will be administered by Georgeson Shareholder
Communications, Inc., and initially will be in effect from
February 22 through March 25, unless extended or terminated
earlier.  Information about the program, including how to
participate, calculation of the sale or purchase price, and
processing fees to be paid by participating stockholders will be
mailed to eligible stockholders on or about February 22.
Questions should be directed to Georgeson Shareholder
Communications, Inc., toll-free at 1-877-288-6596.
Neither Neenah Paper, Inc., nor Georgeson Shareholder
Communications, Inc., is making any recommendation to stockholders
as to whether or not they should act upon this program.

Neenah Paper, Inc. -- http://www.neenah.com/-- manufactures and
distributes a wide range of premium and specialty paper grades,
with well-known brands such as CLASSIC(R), ENVIRONMENT(R),
KIMDURA(R) and MUNISING LP(R).  The company also produces and
sells bleached pulp, primarily for use in the manufacture of
tissue and writing papers.  Neenah Paper is based in Alpharetta,
Georgia, and has manufacturing operations in Wisconsin, Michigan
and in the Canadian provinces of Ontario and Nova Scotia.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2004,
Moody's Investors Service assigned a B1 rating to Neenah Paper,
Inc.'s proposed $200 million guaranteed senior unsecured notes due
2014, and a Ba3 rating to the company's proposed $150 million
senior secured revolving credit facility.  In addition, Moody's
assigned a B1 senior implied rating, B3 senior unsecured issuer
rating, and SGL-2 speculative grade liquidity rating to the
company.  The outlook for the ratings is stable.  This is the
first time Moody's has rated the debt of Neenah.

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to forest products producer Neenah Paper, Inc., in
connection with the company's spin-off from Kimberly-Clark
Corporation.

At the same time, Standard & Poor's assigned its 'BB+' bank loan
rating and its recovery rating of '1+' to Neenah's proposed
$150 million senior secured credit facility.  The rating is three
notches above the corporate credit rating; this and the '1+'
recovery rating indicate that bank lenders can expect a full
recovery of principal and interest in the event of a default.

In addition, Standard & Poor's assigned its 'B+' senior unsecured
debt rating to the Alpharetta, Georgia-based company's
$200 million senior unsecured notes due 2014, to be issued under
Rule 144a with registration rights.

The senior unsecured debt is rated the same as the corporate
credit rating based on Standard & Poor's expectations that the
level of Neenah's priority liabilities, relative to its assets,
will not place senior unsecured lenders at a material disadvantage
in a bankruptcy.  All of these newly assigned ratings are based on
preliminary terms and conditions.  The outlook is stable.


NORTHERN ROUTES: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Northern Routes Transportation Inc.
        13620 Cottonwood Road
        Bozeman, Montana 59718

Bankruptcy Case No.: 05-60368

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

Chapter 11 Petition Date: February 22, 2005

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: James A. Patten, Esq.
                  Patten, Peterman, Bekkedahl & Green, P.L.L.C.
                  The Fratt Building, Suite 300
                  2817 2nd Avenue Northern
                  Billings, MT 59101
                  Tel: 406-252-8500
                  Fax: 406-294-9500

Total Assets: $1,582,783

Total Debts:  $1,564,794

Debtor's 17 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Wells Fargo                                  $4,289

Paul Lambert                               $140,000
13620 Cottonwood Rd.
Bozeman, MT 59718

Capital One                                  $2,844

Internal Revenue Service                   $145,775
600 17th Street
Stop 5028 Den
Denver, CO 80202

Tractor & Equipment Co.                      $62,740
P.O. Box 30158
Billings, MT 59107

JCCS, PC                                     $30,185

Les Schwab Tires                             $21,394

Pacific Detroit Diesel                       $11,780

Mobile Fleet Service                         $11,759

Western Peterbilt                            $10,040

Northern Truck Center                         $7,772

Montana Radiator Works                        $8,560

Western States Equipment                     $10,214

Napa Auto Parts                               $6,993

Capital One                                   $7,469

Gallery Signs                                 $4,120

Galles Filter's                               $3,276


NOVOSTE CORP: Board Okays Unit's Wind-Down & Evaluates Options
--------------------------------------------------------------
Novoste Corporation's (NASDAQ: NOVT) Board of Directors has
determined that its vascular brachytherapy business is no longer
viable and, as a result, has authorized a staged, wind-down of the
business.

The Board has determined that this decision is necessary to
preserve the Company's cash resources and arises as a result of
the continuing decline in revenue for the Company's VBT product.
The Board continues to evaluate strategic alternatives, including
liquidation and dissolution, and believes that it will be able to
conclude its evaluation of alternatives within sixty days.
However, it has determined that the strategic alternatives
available to the Company do not include an ongoing requirement for
a field sales force focused on disposable, medical devices.
Accordingly, Novoste will reduce its U.S. workforce in the first
quarter by 52 employees, from 97 employees.

Additionally, the Company has notified all its employees outside
of the U.S. (16) that they will be terminated in accordance with
their contracts and the relevant country's employment regulations.
The reduction impacts the Company's Norcross, Georgia location;
the European operations; the domestic sales force and affects all
levels of employees, including several officers.

Novoste products have been available to the market for several
years and the continued field support of our customers no longer
requires the extensive field training activities and customer
support that had previously been required when the product was
launched in 2000.  The Company will record, in the first quarter
of 2005, approximately $1.7 million in one-time severance related
costs for the U.S. employees described above.  The Company
believes that this level of reduction will minimize cash use
during this wind-down period. However, Novoste will continue to
evaluate its cost structure in light of its existing contractual
obligations and the level of catheter sales.

The Company is also evaluating the likely impairment of those
assets associated with its VBT business (net book value of $9.1
million as of December 31, 2004) and expects to reflect the
results of such evaluation in its financial statements for the
year ended December 31, 2004 that will be included in the
Company's Annual Report on Form 10-K to be filed with the
Securities and Exchange Commission in March 2005.

Al Novak, President and Chief Executive Officer of Novoste
Corporation said, "It is regrettable that we have to take the
action that is required to preserve the remaining resources of
Novoste. Vascular brachytherapy was a difficult product to market
even before the advent of drug-eluting stents, and we believe our
sales team did a terrific job in a tough environment.  The
marketplace for our product has spoken in terms of the continuing
and rapid deterioration of sales.  Accordingly, the Board has
determined to conduct a staged wind-down of our VBT business.  We
appreciate the loyalty of our many physician customers.  We are
satisfied that our product provides a beneficial alternative for
those patients with instent restenosis.  It is a difficult
decision, but one that is necessary given our current situation.
We admire the manner in which our employees and vendors have
conducted themselves during this uncertain period of evaluating
our alternatives."

Novoste will be sending communications to our customers as to how
we intend to service their accounts.  Those accounts that do not
have lease contracts will be required to return the transfer
device and radiation source train over the next several months.
During this period, we intend to be in communication with our
customers to determine the disposition of our transfer devices and
radiation source trains in accordance with our lease arrangements
and contracts.  Our support efforts will be focused through our
offices in Norcross, Georgia.  Novoste anticipates it will
continue to provide catheters for the next several months to those
customers with existing contracts.  Catheters will be available to
customers to support existing patient needs while the Board
evaluates the next steps for the Company.

                   About Novoste Corporation

Novoste Corporation, based in Atlanta Georgia, develops advanced
medical treatments for coronary and vascular diseases and is the
worldwide leader in vascular brachytherapy.  The Company's Beta-
Cath(TM) System is commercially available in the United States, as
well as in the European Union and several other countries.
Novoste Corporation shares are traded on the NASDAQ National Stock
Market under the symbol NOVT.  For general company information,
call (770) 717-0904 or visit the Company's website at
http://www.novoste.com/

Novoste has posted recurring losses for the past five quarters.
The company's latest publicly disclosed balance sheet shows $47
million in assets and $8 million in debt.  As reported in the
Troubled Company Reporter on January 11, 2005, Novoste hired
Asante Partners LLC in April 2004 to "identify and implement
strategic and financial alternatives" -- including a shutdown,
dissolution and liquidation of the company.


OMNI FACILITY: Court Approves Amended Disclosure Statement
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Amended Disclosure Statement filed by Omni Facility
Services, Inc., and its debtor-affiliates explaining their Amended
Consolidated Chapter 11 Plan of Liquidation.  The Company is now
free to transmit copies of their Plan and the disclosure document
to creditors and ask them to vote to accept the plan.

                       Terms of the Plan

The Plan provides for a substantive consolidation of the Debtors'
estates, the creation of a Creditors' Trust, the appointment of a
Plan Administrator to oversee the winding down of the Debtors'
estates, the rejection of executory contracts and unexpired leases
not previously assigned, and the compromise and settlement of
Claims and prosecution of causes of actions.

Holders of priority non-tax claims will be paid in full 30 days
after the effective date of the Plan.

Holders of miscellaneous secured claims will be paid in full from
the net proceeds from the sale of the relevant collateral or the
return of the relevant collateral.

Holders of prepetition lenders' secured claims will receive
payments as set forth in the settlement agreement.  A copy of the
Settlement Agreement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=050223003604

Holders of general unsecured claims will receive their pro rata
share of any distribution from the Creditors' Trust or upon the
mutual agreement of the Creditor Trustee general unsecured
creditors.

Holders of subordinated claims under the Last-Out Participation
Agreement will receive payments from the Creditors' Trust but only
after all General Unsecured Claims are paid in full.

Subordinated Lenders under the Subordination and Intercreditor
Agreement will receive payments from the Creditors' Trust but only
after all General Unsecured Claims and Last-Out Participation
Claims have been paid in full.

Since the Debtors will be substantially consolidated, Intercompany
Claims will be cancelled.

Holders of equity interests will not receive any distributions
under the Plan.

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

  http://www.researcharchives.com/bin/download?id=050223011255

                              and

  http://www.researcharchives.com/bin/download?id=050223010502

                      Confirmation Hearing

The Honorable Burton R. Lifland will consider confirmation of the
Liquidation Plan on March 24, 2005 at 10:00 am.  Plan Ballots
should be received on or before March 16, 2005, 4:00 p.m.
Confirmation objections should be filed and served on or before
March 21, 2005, 4:00 p.m.

Headquartered in South Plainfield, New Jersey, Omni Facility
Services, Inc. -- http://www.omnifacility.com/-- provides
architectural, janitorial, landscaping, and electrical services.
The Company filed for chapter 11 protection on June 9, 2004
(Bankr. S.D.N.Y. Case No. 04-13972).  Frank A. Oswald, Esq., at
Togut, Segal & Segal LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $80,334,886 in total assets and
$100,285,820 in total debts.


ORMET CORP: W. Va. House of Delegates Wants Ohio Facilities Sold
----------------------------------------------------------------
The West Virginia House of Delegates has passed a resolution
urging Wheeling-based Ormet Corporation to "enter into meaningful
discussions" to sell its Reduction and Rolling Mill facilities in
Hannibal, Ohio, in hope of finding a buyer that will "continue the
operation of the facilities to the benefit of workers, retirees,
local businesses and the surrounding communities."

The resolution cites the loss of income and tax revenue caused by
the company's shutdown of the Reduction facility and curtailment
of its Rolling Mill operations and the company's legal battle for
the right to reduce or possibly eliminate retiree health benefits
as major reasons for urging the bankrupt aluminum manufacturer to
deal fairly with potential buyers.

The United Steelworkers of America (USWA) District 1 Director
David McCall said Ormet managers have only themselves to blame for
the company's current financial problems, since the market for
aluminum and aluminum products has led to a sustained period of
high prices.

"The fact that this company is seeking bankruptcy protection while
competitors enjoy a major windfall is the ultimate indicator of
Ormet management's ineffectiveness," Mr. McCall said. "It's
definitely time for these executives to consider stepping aside to
allow someone who recognizes the value of this highly-skilled,
loyal workforce to buy these plants and run them."

The resolution carried the West Virginia House of Delegates on
Thursday, February 17, 2005, unanimously, 91-0, with nine
delegates not voting.

"It's become obvious that Ormet cannot be trusted to do right by
the communities in which it operates," Mr. McCall said, "but the
fact that we can still rely on our elected representatives to
stand up for workers and their families is encouraging."

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 USA: Societe Generale & ING Object to Chapter 11 Plan
--------------------------------------------------------------
Societe Generale Financial Corporation and ING Capital, LLC, tell
Judge Drain that they object to confirmation of Chapter 11 Plan
proposed by Parmalat USA Corporation and its debtor-affiliates.
The Banks tell the Court that the Plan's central and most critical
element -- the proposed settlement between Farmland Dairies, LLC,
the Official Committee of Unsecured Creditors, and the lessors of
the Master Equipment Lease -- can't be consummated without their
consent.  Societe Generale and ING make it clear they haven't
consented to the settlement.

The Banks raised these objections when Parmalat USA sought
approval of the Disclosure Statement explaining their chapter 11
plan.  Judge Drain said the Banks' objections, going to the merits
of the Plan, were premature when considering the adequacy of the
disclosure document.

The proposed settlement of Farmland's obligations under the Master
Lease is central to its reorganization as a going concern under
the Plan.  The terms of the proposed settlement will have a
dramatic impact on the interests held by the secured parties that
participated in the Master Lease, including Societe Generale and
ING.  Among other things:

   -- Farmland will reject the Master Lease, resulting in a
      $96,226,490 rejection damage claim for the Lessors;

   -- In exchange for claims under the Master Lease, the Lessors
      will receive 80% of the new common equity in Reorganized
      Farmland, an interest in a litigation trust to be created,
      and all of Farmland's preference causes of action;

   -- The Lessors will sell to Farmland all of the equipment
      subject to the Master Lease in exchange for Preferred
      Membership Interests with a $9,176,445 liquidation value;

   -- The Lessors will sell to Farmland all of the real property
      subject to the Second Mortgages for additional Preferred
      Membership Interests with a $10,365,000 liquidation value
      and a release of General Electric Capital Corporation and
      its affiliated parties; and

   -- The Lessors will surrender their claim for postpetition
      lease payments in exchange for additional preferred
      membership interests with a $14,844,555 liquidation value.

At the same time, pursuant to the settlement agreement, holders of
the unsecured claims will receive $3 million in cash, a note for
$7 million, and a share in proceeds of a litigation trust.  With
respect to the litigation trust, unsecured creditors will receive
the first $6 million in net proceeds recovered by the trust,
one-third of the next $1.5 million, and a percentage of certain
additional amounts.

Societe Generale and ING currently own 40% of the rights under the
Master Lease.  Under the proposed settlement and Plan, Societe
Generale and ING would own more than 30% of Reorganized Farmland's
Common Membership Interests and 40% of the company's Preferred
Membership Interests.  Societe Generale and ING would, therefore,
be substantial equity holders in the emerging business.

Under the settlement, the Lessors' resulting equity interests in
Farmland would be subordinated to a substantial debt load.  The
debt would consist of three separate sub-facilities:

   * a $35 million revolving line of credit secured by accounts
     receivable and inventory;

   * a $20 million term loan secured by a first line on fixed
     assets; and

   * a $45-55 million term loan secured by a second lien on fixed
     assets.

Societe Generale's and ING's equity would also be subordinate to
the $7 million note that would be issued to the current unsecured
creditors.

Accordingly, were the proposed Plan to be approved and
effectuated, Societe Generale and ING would suffer the conversion
of their secured senior debt position in Farmland into junior
equity interests subordinate to substantial debt.  Societe
Generale and ING never intended to become, and do not consent to
becoming, long-term holders of illiquid equity in the company.
Notwithstanding General Electric's participation in designing and
preparing the proposed Plan, Societe Generale and ING repeatedly
have made clear to General Electric that they will not consent to
the execution of the proposed settlement, and thus that the Plan
dependent on the settlement is not feasible.

Because General Electric plans to enter into the settlement in
clear breach of its contractual obligations, Societe Generale and
ING contend that Farmland's Plan should not be confirmed because
it fails to comply with the fundamental requirement that is be
proposed in good faith and not by any means forbidden by law.

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)


PETCO ANIMAL: Moody's Lifts Sr. Implied Rating to Ba2 from Ba3
--------------------------------------------------------------
Moody's Investors Service upgraded the long-term debt ratings of
Petco Animal Supplies, Inc.  The outlook is stable.  The upgrade
reflects the company's continued solid operating performance,
which has led to a sustained improvement in its financial metrics,
which support a higher rating category.

The Ba2 senior implied rating reflects the sustainable improvement
in operating margins as a result of Petco Animal's target shift in
merchandise to focus on the higher margin pet supplies and
services.  This improvement in profitability as well as a
reduction in debt levels has led to credit metrics appropriate for
the new rating category.  In addition, the ratings reflect the
company's position as a leading retailer in the pet-retailing
segment, the solid industry fundamentals of the retail pet
specialty segment, and the company's merchandise offerings which
differentiates it from Walmart and the supermarkets.

Over 90% of Petco Animal's SKU's are not available at either the
discounters or supermarkets.  The rating category also indicates
Moody's belief that the size and fragmented nature of the
specialty retail pet market supports two large national players
with ample room for further growth.  The company's real estate
strategy distinguishes it from its key competitor, PetsMart, by
targeting locations near weekly shopping destinations.

The stable outlook reflects Petco Animal's ability to maintain
credit metrics appropriate for the rating category while
continuing to fund its new store growth strategy with internally
generated cash flow.

In January 2005, Petco Animal entered into a new $200 million five
year secured revolving credit facility which replaced its existing
$75 million revolving credit facility and $140.4 million term loan
facility.  The new revolving credit facility has a $125 million
greenshoe option, which can provide the company with additional
liquidity if needed.  The new credit facility has not been rated.

Given this rating action a downgrade over the near term is highly
unlikely.  However, a negative outlook could be assigned should
the company's operating performance deteriorate such that adjusted
debt/EBITDAR rises above 4.0x.  Ratings could rise further should
the company's operating performance improve such that adjusted
debt/EBITDAR falls below 3.25x and EBIT margins are maintained
above 9%.

The ratings are upgraded are:

   * Senior implied to Ba2 from Ba3;

   * Issuer rating to Ba3 from B1;

   * Senior subordinated notes to B1 from B2.

The rating withdrawn is:

   * $215.4 million senior secured credit facilities.

The ratings on the senior secured credit facilities have been
withdrawn since these facilities were replaced with a new $200
million revolving credit facility which is not rated.  The senior
subordinated notes are notched down by two from the senior implied
rating due to the security pledged to the revolving credit
facility as well as their contractual subordinated position in the
capital structure.

Petco Animal Supplies, Inc., headquartered in San Diego,
California, is a specialty retailer of premium food, supplies, and
services with 716 stores in 47 states and the District of
Columbia.  Revenues for the fiscal year ended January 31, 2004
were approximately $1.7 billion.


POP3 MEDIA: $6.3M Accumulated Loss Triggers Going Concern Doubt
---------------------------------------------------------------
PoP3 Media Corporation, as of December 31, 2004, has accumulated a
$6,329,360 loss since inception.  This raises substantial doubt
about the Company's ability to continue as a going concern.  The
Company's ability to continue as a going concern is dependent upon
its success in developing additional capital.

Management believes that those problems are being resolved and
plans to address its going-concern issue through the following:

   * expanding or increasing its distribution of products and
     services through its subsidiaries

   * expanding market presence through selective acquisitions or
     the merger of, with established media and entertainment
     companies;

   * raising capital through the sale of debt and equity
     securities; and,

   * settling outstanding debts and accounts payable, when
     possible, through the reorganization or re-capitalization of
     obligations with either longer terms or the issuance of debt
     and equity securities

There can be no assurance that the Company will be successful in
its efforts to increase sales and to issue debt and equity
securities for cash or as payment for outstanding obligations.
Capital-raising efforts may be influenced by factors outside of
the control of the Company, including, but not limited to, capital
market conditions.  During the six months ended December 31, 2003
and December 31, 2004, the Company raised capital through the
issuance of equity securities totaling approximately $200,000 and
$200,000 in the aggregate, respectively.

PoP3 Media Corp was organized January 6, 1993, under the laws of
the State of Nevada, as Lotus Enterprises, Inc. On April 6, 1999,
the State of Nevada approved an increase of authorized capital to
50,000,000 common shares and changed its name to ClubCharlie.com,
Inc.  On January 22, 2001, the Company changed its name to ViaStar
Holdings, Inc.  On July 18, 2003 the Company entered into an
agreement and plan of merger with Level X Media Corporation
whereby a change in control occurred.  On January 23, 2004, the
State of Nevada approved an increase of authorized capital
(100,000,000 common and 10,000,000 preferred) and changed its name
to ViaStar Media Corporation.  On March 31, 2004, the Company
acquired all of the issued and outstanding capital of MasterDisk
Corporation, a New York corporation, which became a wholly owned
subsidiary of the Company.  On December 29, 2004, the Company
amended its Articles of Incorporation, changing its name to PoP3
Media Corp and increasing its authorized capital to 490,000,000
common and 10,000,000 preferred shares.


PRIMUS TELECOM: Dec. 31 Balance Sheet Upside-Down by $108.8 Mil.
----------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL), an
integrated communications services provider, reported its
financial results for the quarter and year ended Dec. 31, 2004.

Key Performance Highlights:

   -- $1.35 Billion Net Revenue in 2004, up 5% from Prior Year

   -- $337 Million Net Revenue in Fourth Quarter 2004

   -- $25 Million Adjusted EBITDA in Fourth Quarter 2004

   -- $18 Million Cash Provided by Operating Activities in Fourth
      Quarter 2004

For the full year, net revenue grew by 5% from $1.29 billion in
2003 to $1.35 billion in 2004.  PRIMUS reported fourth quarter
2004 net revenue of $337 million, up 1% sequentially from $334
million in the third quarter 2004 and down 1% from $339 million in
the fourth quarter 2003.  The Company reported a net loss for the
quarter of ($2) million (including an $11 million net gain from
foreign currency transaction gains and an asset impairment write-
down) compared to net income of $18 million (including a $10
million net gain from foreign currency transaction gains, an asset
impairment write-down and an equity investment impairment) in the
fourth quarter 2003.

As expected, the Company's operating results for the fourth
quarter of 2004 reflect the continuing impact of competitive
pressures on the revenues and profit margins of core services in
virtually all markets.  As further expected, fourth quarter
results reflect increasing investments associated with the
Company's decision to mount a vigorous competitive response by
introducing and deploying an array of broadband, voice-over-
Internet-protocol, local and wireless service initiatives.  "The
telecommunications industry appears to be entering a long-awaited
consolidation phase.  We believe that, in the resulting
competitive landscape, tremendous opportunities will exist for the
remaining established Tier-2 integrated communications services
companies that have sufficient operating and financial flexibility
and discipline to capitalize on them," said K. Paul Singh,
Chairman and Chief Executive Officer of PRIMUS.  "As a result, we
remain committed to executing our strategy designed to protect
revenue in the short term, and to provide a foundation for renewed
growth in the longer term.  We are pleased with our progress to
date in both of these critical endeavors."

Over the last year, the dynamics of the marketplace in which
PRIMUS operates have shifted markedly.  Technology changes,
service substitution (wireless usage displacing fixed line voice
services), and marketing strategies, have combined to alter
fundamentally the competitive landscape.  In early 2004,
incumbents and other competitors had begun to focus these new
offerings directly on the Company's profitable core long distance
voice and dial-up ISP businesses.  As these challenges became
apparent, PRIMUS took early action.  In February 2004, the Company
announced its intent to evolve from its wireline long distance
voice heritage to become a fully integrated service provider--
capable of delivering and bundling high growth telecommunication
services, including local, wireless and broadband.

The Company began implementing its new strategy immediately, with
development and launch of new product initiatives scheduled
throughout 2004.  In the fourth quarter, PRIMUS successfully
reached its goal of exiting 2004 with the capability of offering
arrays of bundled wireline/wireless/broadband/VOIP products in its
major markets.  Significantly, the Company's newly launched
products, while still in the early stages of marketing and sales
campaigns, have already begun to gain traction on several major
fronts, and current results represent substantial acceleration
from prior period totals.

As of Feb. 22, 2005,

   -- in Canada, a new local telephone service offering has
      generated approximately 25,000 lines in service, with about
      90% of the customers also adding the bundled long distance
      offering - delivering ARPU's (Average Revenue Per User)
      significantly greater than that of stand-alone long distance
      customers;

   -- in Australia, PRIMUS now has approximately 60,000 DSL
      customers, representing an approximate 4% share of a rapidly
      expanding broadband market, with the majority of new
      customers taking a bundled local and long distance package
      under a two-year contract term;

   -- retail VOIP services, led by the well-recognized Lingo
      brand, have now grown to approximately 50,000 customers; and

   -- wireless services have now been launched in Canada and the
      United States.

"We are pleased with the early tangible progress of our new
initiatives," Mr. Singh stated.  "We have set 2005 as a key
transition year for PRIMUS, and these are the products we will
rely on that are critical to our future growth and profitability.
We will accelerate our sales and marketing efforts to drive the
new product initiatives throughout 2005 such that their aggregate
revenue and margin contribution become an increasingly significant
factor in our overall business.  We will closely monitor our
execution over the next several quarters to assess the vitality of
our business model and make refinements as appropriate."

The encouraging gains to date in customer counts for new products,
together with PRIMUS's enhanced ability to bundle products
(including its core long distance services) and increase ARPU, are
beginning to validate the Company's strategy.  To accomplish these
results, PRIMUS invested approximately $30 million of Adjusted
EBITDA (as calculated in the attached schedules) generated by the
core businesses, in developing new product initiatives during
2004.  For 2005, the plan calls for investing approximately $50
million of Adjusted EBITDA to accelerate growth of the new
initiatives.  With the developmental groundwork laid and traction
underway, the strategy is to drive scale in the promising
initiatives over the course of 2005.  The Company's goal is to
achieve, at the earliest possible date, revenue growth and margin
contribution from these new services, which more than compensate
for the current erosion of revenue and margin from the core
business.  The $100 million in additional financing announced last
week will provide the necessary financial flexibility to support
these initiatives and fund necessary capital expenditures.

Assuming constant foreign currency exchange rates at current
levels, the Company expects 2005 annual revenue to be relatively
stable as compared to the prior year.  A major revenue variable
(with minimal impact on Adjusted EBITDA) involves the potential
restructuring of the Company's prepaid calling card business in
Europe as a result of a recent United Kingdom court decision
concerning the application of value-added tax on prepaid card
services.

The mix of revenues in 2005 is likely to change as the revenue
contribution from new initiatives is targeted to more than triple
from 2004 levels.  While revenues are expected to decline in the
first half of 2005, they are expected to rebound in the latter
half of the year, as the new initiatives move beyond the initial
stages of deployment and with the completion of essential capital
projects--primarily the first phase of the digital subscriber line
network in Australia.  Consistent with that pattern, the Company
is targeting incremental revenue growth in 2006, primarily
attributable to the new initiatives.

Recognizing the expected level of incremental investment to
support the Company's new initiatives, as well as management's
discretionary ability to augment investments in promising
initiatives to accelerate their progress, Adjusted EBITDA could
vary within the relatively wide range of $70 million to $90
million for 2005, with the level of Adjusted EBITDA to be higher
in the latter half of the year.  At this level of Adjusted EBITDA,
combined with capital expenditures in the range of $50 million to
$60 million, the Company expects Free Cash Flow to be negative in
2005.  Looking ahead to 2006, the expectation is that the new
initiatives will gain increasing momentum and scale, enabling the
Company to generate in excess of $100 million of Adjusted EBITDA
and return to positive Free Cash Flow.

         Fourth Quarter and Full Year 2004 Financial Results

Net revenue for the full year grew by 5% from $1.29 billion in
2003 to $1.35 billion in 2004.  Net revenue for the fourth quarter
2004 was $337 million, up 1% sequentially from $334 million in the
prior quarter and down 1% from $339 million in the fourth quarter
2003.  "The sequential quarterly revenue growth was largely due to
strengthening of foreign currencies," stated Thomas R. Kloster,
Chief Financial Officer.  "On a constant currency basis, net
revenue was down ($12) million in the fourth quarter 2004,
relative to the third quarter 2004 due, primarily, to an ($8M)
million decline in low-margin wholesale voice revenue."

Net revenue from data/Internet and VOIP services for the full year
was $248 million, up 24% from $200 million in 2003.  Net revenue
from data/Internet and VOIP services was up 1% sequentially from
the prior quarter to a new high of $64 million (19% of total net
revenue for the quarter) and up 17% from the fourth quarter 2003.
Revenue remained balanced on a geographic basis, with 35% coming
from North America, 35% from Europe and 30% from Asia-Pacific.
The retail mix of net revenue by customer type improved from 81%
in the third quarter 2004 to 83% (60% residential and 23%
business) in the fourth quarter 2004, and carrier,
correspondingly, decreased from 19% in the third quarter 2004 to
17% in the fourth quarter 2004.

Selling, general and administrative (SG&A) expenses for the fourth
quarter 2004 were $104 million (30.8% of net revenue), as compared
to $100 million (30.0% of net revenue) in the prior quarter and
$88 million (26.0% of net revenue) for the fourth quarter of 2003.
Both the sequential and year-over-year increase in SG&A expenses
are driven largely by the previously announced incremental
spending on the Company's new product initiatives, increased
marketing expenditures associated with defense of the Company's
core businesses and significant costs for Sarbanes-Oxley readiness
efforts.

Income from operations was slightly positive (including a $2
million asset impairment write-down) in the fourth quarter 2004,
versus $6 million in the prior quarter and $21 million (including
a $2 million asset impairment write-down) in the year-ago quarter.
The year-over-year and sequential declines were attributable to
the increase in SG&A expenses, together with higher cost of sales
as a percentage of net revenue resulting from shifts in product
mix and price competition.

Adjusted EBITDA was $25 million for the fourth quarter 2004, a
decline of $4 million sequentially and a decline of $21 million
from the fourth quarter 2003.  The $4 million sequential decline
in Adjusted EBITDA reflects $2 million of increased SG&A spending
to support the Company's new initiatives and $2 million of higher
professional fees for SOX efforts as compared to the prior
quarter.

Interest expense for the fourth quarter 2004 was $13 million, up
$2 million from $11 million in the prior quarter and down $1
million from $14 million in the fourth quarter 2003.  The
sequential increase resulted, primarily, from recognition of
interest expense relating to settlement of a vendor obligation.

Net income for the quarter was a loss of ($2) million (including
an $11 million net gain from foreign currency transaction gains
and an asset impairment write-down) compared to net income of $16
million (including $13 million in net gains from foreign currency
transaction gains and the early extinguishment of debt) in the
third quarter 2004 and net income of $18 million (including a $10
million net gain from foreign currency transaction gains, an asset
impairment write-down and an equity investment impairment) in the
fourth quarter of 2003.

Adjusted Net Income (Loss) for the fourth quarter 2004 was a loss
of ($13) million, as compared to income of $4 million in the prior
quarter and $7 million for the fourth quarter 2003.

               Liquidity and Capital Resources

PRIMUS ended the fourth quarter 2004 with a cash balance of $67
million, including $17 million of restricted funds.  During the
quarter the Company generated $18 million in cash provided by
operating activities.  Capital expenditures for the quarter were
$16 million and Free Cash Flow was $2 million.

PRIMUS's long-term debt obligations as of December 31, 2004 were
$559 million, a reduction of $2 million from September 30, 2004.
On February 18, 2005, a direct, wholly-owned subsidiary of PRIMUS
completed a $100 million six-year senior secured term loan
facility priced at LIBOR + 6.50%.

Over the next several quarters, the Company intends to explore the
feasibility, dependent upon internal performance metrics and
market conditions, of private and public capital markets
transactions involving one or more of its businesses, including
the retail Lingo VOIP business.  Should one or more such
transactions be completed, it could provide additional resources
to propel growth in the new initiatives, including Lingo, while
freeing up resources for other uses, including delevering the
balance sheet.

                        About the Company

PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol (VOIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 250
points-of-presence (POPs) throughout the world, ownership
interests in undersea fiber optic cable systems, 18 carrier-grade
international gateway and domestic switches, and a variety of
operating relationships that allow it to deliver traffic
worldwide.  Founded in 1994, PRIMUS is based in McLean, Virginia.

At Dec. 31, 2004, Primus Telecommunications' balance sheet showed
a $108,756,000 stockholders' deficit.


PROGRESSIVE GAMING: S&P Reviewing Ratings for Possible Upgrade
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Progressive Gaming International Corp., including its 'B-'
corporate credit rating on CreditWatch with positive implications.

"The CreditWatch listing reflects a meaningful improvement in the
company's operating performance during the past several months,
which suggests the situation at Progressive may have stabilized.
In addition, the company's liquidity position appears adequate,"
said Standard & Poor's credit analyst Peggy Hwan.

Standard & Poor's will evaluate Progressive's intermediate-term
operating and financing strategies in resolving the CreditWatch
listing.  If a rating change were deemed appropriate at the
conclusion of our review, it would be limited to one notch.


RELIANCE GROUP: Commonwealth Court Approves Hannover Commutation
----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, as Liquidator of Reliance Insurance Company, sought
and obtained permission from the Commonwealth Court to enter into
two Commutation, Settlement Agreement and Releases with Hannover
Reinsurance (Ireland) Ltd., E+S Reinsurance (Ireland) Ltd.,
(formally known as Eisen Und Stahl Reinsurance (Ireland) Ltd.)
and Hannover Reinsurance (Dublin) Ltd. (formally known as HDI
Reinsurance (Ireland) Ltd.), each of which is domiciled in
Dublin, Ireland.

Deborah F. Cohen, Esq., at Pepper Hamilton, in Philadelphia,
Pennsylvania, explains that in 1995 and 1996, RIC and Hannover
entered into Accident Year Aggregate Excess of Loss Reinsurance
Agreements, ARB No. B2-95-0662 and ARB No. B2-96-0662, under
which RIC ceded 1995 and 1996 accident year losses to Hannover.
Hannover's obligations to RIC were collateralized by a 1995 Trust
Agreement and a 1996 Trust Agreement that held funds in trust
accounts.  RIC also withheld certain funds that were due to
Hannover.

Currently, RIC owes Hannover $13,552,364 under the commutation
provisions of the 1995 and 1996 Reinsurance Agreements.  This
amount will be paid to Hannover through offsets against other
amounts due to RIC from Hannover.

The parties agreed to commute all obligations upon:

   a) dissolution of the trust accounts governed by the Trust
      Agreements;

   b) RIC's receipt of the trust account assets, which total
      $108,680,382; and

   c) RIC's receipt of the retention of $29,779,809 in funds held.

Under the Agreement with Hannover, RIC will receive $138,460,191,
net of offsets.

The amounts in the Agreements are fair and reasonable.  Keith
Kaplan, a career reinsurance expert, stated that the Liquidator
is benefiting from the Agreements because the estate will be
receiving immediate payment of the maximized value of its claims
against Hannover, while eliminating future costs and offsets
associated with the future administration of claims.

Theodore E. Huenke, Esq., at Huenke & Rodriguez, in Melville, New
York, represents Hannover.

Headquartered in New York, New York, Reliance Group Holdings,
Inc. -- http://www.rgh.com/-- is a holding company that owns
100% of Reliance Financial Services Corporation. Reliance
Financial, in turn, owns 100% of Reliance Insurance Company.
The holding and intermediate finance companies filed for chapter
11 protection on June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403)
listing $12,598,054,000 in assets and $12,877,472,000 in debts.
The insurance unit is being liquidated by the Insurance
Commissioner of the Commonwealth of Pennsylvania. (Reliance
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ROYAL CARIBBEAN: Moody's Lifts Sr. Unsec. Rating to Ba2 from Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded Royal Caribbean Cruises Ltd.'s
senior unsecured ratings from Ba2 to Ba1, and assigned a stable
rating outlook.

The rating upgrade reflects:

   1. Royal Caribbean's increase in net revenue yield due to an
      improving cruise price environment;

   2. a decline in Royal Caribbean's leverage (adjusted debt to
      EBITDAR) to around 5.3x from 6.5x and increase in interest
      coverage (EBIT to interest) to 2.4x from 2.0x, between 2004
      and 2003, as cruise demand increased coupled with lower
      capital spending and debt reduction.  Furthermore, in early
      2005, Royal Caribbean prepaid the remaining $575 million of
      its unsecured 2005 term loan;

   3. Moody's expectation that these trends are likely to continue
      leading to an improvement in debt to EBITDA and interest
      coverage;

   4. the completion of the company's extensive capital spending
      program and our expectation of a more measured pace of ship
      building activity going forward;

   5. Royal Caribbean's transition from being a net borrower to a
      generator of free cash flow that has improved its credit
      profile.

Moody's anticipates continuation of the recently improved industry
conditions and Royal Caribbean's focus on reducing leverage.
Additionally, more moderate capital spending plans, internally
funded, are assumed to be an integral part of the declining
leverage.

Royal Caribbean's Ba1 ratings reflect the company's scale, strong
market position, its brand equity, as well as demographics,
customer satisfaction scores, and the value proposition of a
cruise vacation that support continued penetration of the vacation
market by cruise operators.  The company will not take delivery on
another ship until the second quarter of 2006 and has agreed to
purchase a second ship for delivery in the mid-2007 at an
approximate cost of $800 million.

Additionally, a ship stretch in mid-2005 and refurbishments of
existing ships, beginning in 2006, have been announced. Since the
ship stretch and ship refurbishments require considerably less
capital spending than do new orders, there will now be about 18
months without significant capital spending outflows.  During this
period of lower capital spending Moody's expects the company to
repay debt from free cash flow.

Moody's notes that secured debt approximates 24% of total adjusted
debt, including the operating lease on the Brilliance ship and
other capitalized operating leases.  Asset coverage for the
unsecured debt remains adequate in a downside scenario, but a
decrease in the level could result in the senior unsecured ratings
being notched down.

Given the improvement in overall industry conditions so far this
year, and the company's commitment to reduce absolute debt,
Moody's does not expect downward ratings momentum.  However, the
rating outlook could change to negative or the ratings could
become pressured if the improving cruise price environment were to
stall or reverse, causing leverage statistics to climb above
current levels.  As well, greater improvement in industry
conditions coupled with capital spending restraint and ongoing
leverage reductions to around 3.5x could result in a rating
outlook change to positive, or a ratings upgrade.

The Speculative Grade Liquidity Rating (SGL) has been upgraded
from SGL-3 to SGL-1 based upon a strong and improved liquidity
position.  Over the next twelve months, Moody's expects that
internally generated cash flow of more than $1.0 billion, cash on
hand ($629 million at 12/31/04), plus committed financing
facilities will be more than sufficient to cover capital
expenditures, dividends, scheduled amortization payments.  It
should be noted that the put date on the Company's LYONS of the
first quarter of 2005 (a potential cash requirement of
approximately $700 million) has passed without significant
exercise.

The next put date on convertible debt is not until 2009. As of
December 31, 2004, Royal Caribbean's committed sources of
liquidity included its undrawn $1.0 billion revolving credit
agreement (due in March 2006) and $629 million of cash on hand.
The company maintains sufficient liquidity (together with free
cash flow) to meet its near term capital spending, debt
amortization, and pursues a capital spending plan that can be
funded internally.  During the first quarter of 2005 the company
repaid $575 million of senior unsecured debt using cash on hand
and, to a lesser extent, internally generated cash flow.

The ratings upgraded are:

   * Senior unsecured shelf registration to (P)Ba1 from (P)Ba2.
   * Senior unsecured debt to Ba1 from Ba2.
   * Preferred stock shelf registration to (P)Ba3 from (P)B1.
   * Senior Implied to Ba1 from Ba2.
   * Long-term Issuer Rating to Ba1 from Ba2.
   * Speculative Grade Liquidity to SGL-1 from SGL-3.

Royal Caribbean Ltd., headquartered in Miami, Florida, operates a
cruise line under the brand names, Royal Caribbean International
and Celebrity Cruises.  For the fiscal year ended 2004, Royal
Caribbean had revenues of $4.6 billion.


RURAL CELLULAR: Dec. 31 Balance Sheet Upside-Down by $596 Million
-----------------------------------------------------------------
Rural Cellular Corporation (NASDAQ:RCCC) reported fourth quarter
and full year 2004 financial results.  In early 2005, the Company
launched GSM/GPRS/EDGE services to its Northeast and Northwest
regions.

Richard P. Ekstrand, President and Chief Executive Officer,
commented: "We are very pleased with the successful commercial
launch of our GSM/GPRS/EDGE networks in two of our most
significant regions.  These network initiatives, along with our
2004 Midwest CDMA/1XRTT launch, have successfully met the demand
for new products and services.  With these networks substantially
completed, we look for improved customer performance in 2005 and
to our expected second quarter commercial launch of GSM/GPRS/EDGE
services in the South region."

Mr. Ekstrand added, "RCC's financial performance included
$225 million annual EBITDA, meeting previous guidance."

                        Revenue and customers

Service Revenue.  Service revenue increased 6.5% and 6.2% for the
quarter and year ended December 31, 2004 to $96.6 million and
$377.2 million, respectively, in spite of a 21,200 net customer
decrease resulting from the AT&T Wireless property swap completed
on March 1, 2004.  These results reflect increased Universal
Service Fund payments, which increased to $9.1 million and $28.2
million for the quarter and year ended December 31, 2004.  For the
quarter and year ended December 31, 2004, LSR increased to $48 and
$46, respectively, as compared to $44 and $43 in the previous
year.

Customers.  Postpaid customers declined for the quarter by
approximately 8,000, reflecting the transition stage of the
Company's networks through yearend.  During the quarter ended
December 31, 2004, postpaid retention was 97.6% as compared to
97.9% last year.  For the full year, after giving effect to the
completed AWE property exchange, total customers, including
wholesale, increased by approximately 5,500.

Roaming Revenue.  Roaming revenue for the quarter declined to
$23.8 million as compared to $33.4 million last year.  The
decrease in roaming revenue primarily reflects the transfer of our
Northwest Region Oregon 4 service area to AT&T Wireless in March
2004 together with decline in our outcollect yield.  For the
quarter and year ended December 31, 2004, outcollect yield
declined to $0.15 and $0.16 per minute as compared to $0.21 per
minute in both periods of 2003.

                         Operating costs

Cost of Equipment Sales.  Cost of equipment decreased 8.9% to
$9.7 million for the quarter, reflecting a decline in the
Company's postpaid gross customer additions during the fourth
quarter of 2004 partially offset by CDMA migrations in its Midwest
region. The Company expects increased equipment expense throughout
2005 as it migrates TDMA customers to next generation handsets.

Network Costs.  RCC's network cost increased 19.2% to $27.0
million for the quarter, reflecting the additional cost of
operating multiple networks, additional cell sites, and increased
incollect expense.

Selling, General and Administrative.  During the quarter, SG&A
increased 3.8% to $36.7 million over last year, primarily
reflecting increased regulatory pass-through fees. Regulatory
pass-through fees for the quarter ended December 31, 2004 and 2003
were $3.2 million and $2.6 million, respectively.

                        Interest Expense

Interest expense for the quarter increased 5.1% to $42.1 million
as compared to $40.0 million last year. This increase primarily
reflects the higher interest rate on the company's secured notes,
as compared to the rate on the previous credit facility. Cash
interest expense was $7.9 million for the quarter and $101.4
million for all of 2004.

         Network construction and capital expenditures

Capital expenditures for the quarter and year ended December 31,
2004 were approximately $32.8 million and $94.4 million,
respectively, as compared to approximately $21.1 million and $53.7
million for the quarter and year ended December 31, 2003,
respectively. The increase in capital spending primarily reflects
the Company's continued build-out of next-generation networks
together with other network edge-out and expansion efforts in all
of its regions. RCC anticipates capital expenditures for 2005 to
be in the $100 million range.

                     Impairment of assets

The Company performed its annual impairment test under SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," and SFAS No. 142, "Goodwill and Other Intangible Assets,"
for various long-lived assets, goodwill and licenses.  Based on
this analysis, the Company determined that certain of these assets
were impaired and that a $47.1 million impairment charge should be
recognized in 2004.

                        About the Company

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 14 states.

At Dec. 31, 2004, Rural Cellular's balance sheet showed a
$596,338,000 stockholders' deficit, compared to a $526,830,000
deficit at Dec. 31, 2003.


SIRVA WORLDWIDE: Moody's Reviews Ba3 Implied Rating for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed its Ba3 Senior Implied ratings of
SIRVA Worldwide, Inc., under review for possible downgrade.  The
review was prompted by the company's recent announcement that it
will not meet its previously issued earnings guidance for the
fourth quarter of 2004 due to certain unanticipated charges as
well as lower than expected margins.

As the charges resulted from a review of the company's accounting
practices, Moody's is concerned about potential weaknesses in
corporate accounting processes or financial controls that may
exist at SIRVA Worldwide.  Moreover, Moody's will consider the
outlook for the company's operations and monitor the degree to
which the company will be able to maintain compliance with
financial covenants in its credit agreement as a result of these
developments.

On January 31, 2004, SIRVA Worldwide announced that has identified
$21-$25 million of charges in its European and Insurance
operations, some of which are related to accounting errors.
Although the amount of estimated charges is modest relative to a
company of SIRVA's size ($2.6 billion of revenue, LTM September
2004), Moody's is concerned that this disclosure may be indicative
of larger accounting process problems or financial controls
weaknesses, which would be particularly troubling in light of
SIRVA's broad based network of operating subsidiaries that are
integral to the company's business strategy.

Moody's review will focus on the outlook for the company's
financial performance and ability to sustain margins and cash flow
generation in line with prior expectations.  The review will also
assess the company's ongoing liquidity profile, including its
compliance with financial covenants as a result of recent charges.
Moreover, the review will consider the quality and stability of
financial controls and accounting processes that the company
currently has in place and any corrective actions being taken in
relation to the ongoing review of accounting practices.

If, as a result of the review, Moody's concludes that the
company's financial outlook and liquidity profile remain sound,
and that all applicable accounting or systems controls have been
or will be adequately rectified, then SIRVA Worldwide's ratings
could possibly be confirmed.

Conversely, a ratings downgrade could result from an assessment
that:

   1) the company's free cash flow generating ability has weakened
      such that lease adjusted debt/EBITDAR would remain above 4X
      for a protracted period,

   2) the company's liquidity would weaken, including any further
      tightness in meeting financial covenants, or

   3) SIRVA Worldwide's financial controls were deemed to have
      material weaknesses, suggesting difficulty in remediation of
      such problems on a timely basis.

The ratings under review are:

  -- Sirva Worldwide, Inc.:

     * $175 million senior secured revolving credit facility due
       2009, rated Ba3;

     * $490 million senior secured term loan B due 2010, rated
       Ba3;

     * Senior implied rating of Ba3

     * Unsecured issuer rating of B1

SIRVA Worldwide, Inc., headquartered in Westmont, Illinois, is a
wholly owned operating subsidiary of SIRVA, Inc.  SIRVA is a
leader in the global relocation industry, providing service to a
well-established and diverse customer base.  The company handles
more than 385,000 relocations per year, including transferring
corporate and government employees and moving individual
consumers.  The company operates in 43 countries under brand names
including Allied(R), northAmerican(R), Global(R) and SIRVA
Relocation in North America, Pickfords(R) in the U.K., Maison
Huet(R) in France, Scanvan(R) in Scandinavia and Allied Pickfords
in the Asia Pacific region.  SIRVA Worldwide had LTM September
2004 revenues of $2.6 billion.


TAN BOOKS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Tan Books and Publishers Inc.
        2020 Harrison Avenue
        Rockford, Illinois 61104-7343

Bankruptcy Case No.: 05-70657

Type of Business: The Debtor is a publisher of catholic books.
                  See http://www.tanbooks.com/

Chapter 11 Petition Date: February 18, 2005

Court:  Northern District of Illinois (Rockford)

Judge:  Manuel Barbosa

Debtor's Counsel: Kenneth F. Ritz, Esq.
                  Ritz & Laughlin, Ltd.
                  728 North Court Street
                  Rockford, Illinois 61103

Total Assets: $0 to $50,000

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Sayre, Thomas                 Loan                      $168,094
835 Shenandoah Shores Road
Front Royal, VA 22630-6416

Lammers, James P.             Loan                      $161,389
PO Box 345
Champlain, NY 12919-0345

Waller, Emil                  Loan                      $123,662
16416-160th Avenue
Rodney, MI 49342

Gomez, Ana Maria              Loan                      $120,770
9507 Hemlock Drive Southeast
Huntsville, AL 35803-1161

Blevins, Georgia K.           Loan                      $116,173
Windfield Village
8170 Southwest Vlahos Drive
Apartment 106
Wilsonville, OR 97070-6485

Zirkle, William               Loan                       $98,478
dba Circle Enterprises
PO Box 222051
Chantilly, VA 20153-2051

Sabin Robbins Paper Company   Trade Debt                 $80,422

Bender, Dorine                Loan                       $71,202

Bilodeau, Gerald              Loan                       $44,238

Allain, Stella A.             Loan                       $38,513

Bensing, Hedwig C.            Loan                       $37,922

AT&T                          Utility                    $36,251

Berkel, Lester                Loan                       $25,988

Arsenault, George             Loan                       $23,558

AT&T                          Utility                    $19,924

Balanoff, Boris R.            Loan                       $18,291

Barrett, Peggy                Loan                       $17,609

Berkel, James                 Loan                       $15,923

Ball, Ann                     Royalties                  $15,744

Arleth, Karl H.               Loan                       $12,496


TANGO INC: Directors Vote to Become Holding Company
---------------------------------------------------
The Board Of Directors of Tango Incorporated (PINK SHEETS:TNGO)
has approved a change of direction for the Company.  Tango will
become a holding company that owns assets in sales and
manufacturing of consumer products.

Tango Incorporated believes that foreign manufacturing in textile
and apparel production has grown to such an extent that these
facilities have become dominant in virtually every category of the
apparel industry.  Tango plans to combine its marketing talent and
its cost savings ability in order to enter the global market.  The
Company plans to have an interest in the manufacturing of products
and to acquire its own direct sales outlet.

According to Todd Violette, COO, "Tango Incorporated has done a
great job over the last year screen printing high end garments for
major branded companies such as Nike, Reebok's subsidiary Group
Athletica, Roca Wear and many other companies.  Tango plans to
partner with offshore manufacturers while retaining the IP
regarding our techniques, and then devote its efforts to
increasing sales to our existing clients.  This move will reduce
our cost of goods, increase our margins and reduce the dependency
on outside capital, thereby reducing dilution.  China alone
exported 10.3 billion pieces of apparel to the United States in
2003.  Tango is going to establish key international relationships
to begin exploiting these opportunities."

Mr. Violette added, "Tango has signed a Letter of Intent to
acquire a direct marketing company based out of Philadelphia.
This will further our business model.  The key to our success will
be to manufacture at a lower cost and allow American Marketing
'Know How' to sell these products."

                        About the Company

Tango Incorporated is a holding company that will purchase
interests in emerging growth orientated companies that demonstrate
a strong ability to grow rapidly. Tango's management will look for
unique opportunities that demonstrate ability to provide a
consistent revenue stream.

                         *     *     *

                       Going Concern Doubt

In its Form 10-QSB for the quarterly period ended April 30, 2004,
filed with the Securities and Exchange Commission, Tango, Inc.,
reported that, as of April 31, 2003 and 2004, its auditors
expressed substantial doubt about the company's ability to
continue as a going concern in light of continued net losses and
working capital deficits.


TRUSSWAY INDUSTRIES: Creditors Must File Proofs of Claim by Mar. 1
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas set
March 1, 2005, as the deadline for all creditors owed money by
Trussway Industries, Inc., and its debtor-affiliates, on account
of claims arising prior to Dec. 7, 2004, to file their proofs
of claim.

Creditors must file written proofs of claim on or before the
March 1 Claims Bar Date, and claim forms must be delivered
to the Debtors' claims agent:

        Trussway Bankruptcy Claims
        c/o Kurtzman Carson Consultants LLC
        12910 Culver Blvd., Suite I
        Los Angeles, California 90066-6709

Headquartered in Houston, Texas, Trussway Industries, Inc.,
manufactures structural building products for simple to complex
projects that include commercial buildings, large multi-family
residential facilities, and single-family homes.  Their creditors
filed an involuntary chapter 11 protection on Dec. 7, 2004.
(Bankr. S.D. Tex. Case No. 04-21670).  Trey A. Monsour, Esq., at
Haynes & Boone LLP, represents the petitioners in their
involuntary chapter 11 petition against the Debtors.  The Debtors
owed approximately $34,815,257.73 to the petitioners.


TRUSSWAY INDUSTRIES: Can Employ Ordinary Course Professionals
-------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas gave Trussway Industries, Inc., and
its debtor-affiliates for permission to continue to retain, employ
and pay professionals they turn to in the ordinary course of their
business without bringing formal employment applications to the
Court.

In the day-to-day operation of their businesses, the Debtors
customarily avail and retain the services of various
professionals, including attorneys and accountants to represent
them in matters arising in the ordinary course of business.

The Debtors explain that it would be costly and inefficient on
their part to submit individual employment applications and
proposed retention orders to the Court for each Ordinary Course
Professional due to the relatively few Professionals they will
retain.

The Debtors assure Judge Schmidt that:

   a) no Ordinary Course Professional will be paid in excess of
      $25,000 per month, and in the event a Professional's
      payments exceeds $25,000 per month, that Professional will
      submit a formal approval application to the Court;

   b) every 120 days after the Court's order, the Debtors will
      file to the Court, the U.S. Trustee, the Post-Petition
      Lenders' counsel and the Creditors Committee, a statement
      containing:

        (i) the name of the Ordinary Course Professional;

       (ii) the aggregate amounts paid as compensation for
            services and reimbursement expenses incurred by the
            Ordinary Course Professionals; and

      (iii) a general description of the services rendered by each
            Ordinary Course Professional; and

   c) no Ordinary Course Professional will be involved in the
      administration of the Debtors' bankruptcy cases.

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

Headquartered in Houston, Texas, Trussway Industries, Inc.,
manufactures structural building products for simple to complex
projects that include commercial buildings, large multi-family
residential facilities, and single-family homes.  Their creditors
filed an involuntary chapter 11 protection on Dec. 7, 2004.
(Bankr. S.D. Tex. Case No. 04-21670).  Trey A. Monsour, Esq., at
Haynes & Boone LLP, represents the petitioners in their
involuntary chapter 11 petition against the Debtors.  The Debtors
owed approximately $34,815,257.73 to the petitioners.


U.S. CONCRETE: S&P Says Outlook on Single-B Ratings Now Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on U.S.
Concrete, Inc., to stable from positive, and affirmed its 'B+'
corporate credit and 'B-' subordinated debt ratings.

"The rating actions reflect the risk to U.S. Concrete's earnings
from its geographic concentration in California, where bad weather
has hampered construction during the past few months, and the
likelihood that the company will remain aggressively leveraged
over the near term," said Standard & Poor's credit analyst Lisa
Wright.

Given that about 45% of its revenues are derived from California,
U.S. Concrete's earnings are likely to remain volatile until it
has strengthened its position in other markets.  Standard and
Poor's expects that total debt (including capitalized operating
leases) to EBITDA will likely remain above 4x during the next year
until earnings and operating margins fully benefit from the
anticipated improvement in commercial construction markets.

Houston, Texas-based U.S. Concrete's credit quality reflects a
highly competitive industry, cyclicality of the company's end
markets, geographic concentration and weather dependency, a
moderate-sized revenue base, periodic acquisition activity, and
aggressive debt leverage.  These factors are partially offset by a
meaningful position in the U.S. ready-mix market, improving
commercial construction activity, and sufficient liquidity.


UAL CORP: Wants to Walk Away from 8 Boeing 737 Aircraft Leases
--------------------------------------------------------------
UAL Corporation and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Northern District of Illinois' authority to reject
the leases for eight Boeing 737-322 Aircraft.

The Debtors want to reject the leases for Aircraft bearing Tail
Nos. N321UA, N362UA, N389UA, N390UA, N391UA, N392UA and N363UA,
effective as of February 28, 2005.  The Debtors want to reject
the lease for Tail No. N320UA effective as of Feb. 18, 2005.

The Debtors will deliver the Aircraft to the Controlling Parties
on or before the effective dates.

The Debtors are restructuring their aircraft financings in line
with current market rates.  The Debtors seek to match their fleet
capacity with demand and are extensively analyzing several
hundred aircraft financings.  The Debtors have determined that
the eight Leases are burdensome to the estates, with Lease Rates
that exceed current market rates for comparable aircraft.  Since
the Financing Parties have not offered terms that would allow the
retention of the Aircraft on economically agreeable terms, the
Debtors want to reject the Leases and rely on other Aircraft with
lower costs.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, notes that the
Debtors' fleet has an excess supply of narrow-body 737 aircraft.
Some of the Leases to be rejected involve Aircraft controlled by
the Trustees.  In late November 2004, the Debtors made offers to
keep the Aircraft in the fleet, however, the Trustees never
responded.

The Aircraft are parked at Timco Aviation Services, in Goodyear,
Arizona, and Southern California Aviation, in Victorville,
California.

                  U.S. Bank Makes Clarifications

U.S. Bank serves as Indenture Trustee or Pass Through Trustee for
the Aircraft Leases that are slated for rejection as of
February 28, 2005.  Richard Hiersteiner, Esq., at Palmer & Dodge,
in Boston, Massachusetts, argues that the Debtors' motion is rife
with erroneous statements.  Most of the Leases that the Debtors
seek to reject are affiliated with the Trustees and the
Controlling Holders.  The Debtors say they wanted to retain the
Leases, but only offered to pay well below current market value.
U.S. Bank does not object to the request because it will permit
the Controlling Parties to enter into transactions that are more
profitable than the offers made by the Debtors.  However, Mr.
Hiersteiner wants the Court to know that the Debtors may be
reducing their reliance on narrow body aircraft pursuant to a
business plan, but this decision should not suggest that the
Trustees were demanding above market contract terms or that the
Debtors' proposals to retain the Aircraft reflected fair value.

The Debtors imply that the Trustees failed to respond to
proposals made November 2004.  The Trustees met with the Debtors
numerous times during this period to address the proposals.
However, the Trustees neither accepted nor rejected the
proposals, Mr. Hiersteiner says.  The Trustees explained that
there are superior revenue opportunities for the Aircraft and the
Debtors were unwilling to improve their offer to reflect the fair
value of the Aircraft.  This created a lack of agreement, not a
failure to respond.  Mr. Hiersteiner insists that there has been
constant communication between the Debtors and the Trustees.  As
a result, the Debtors' statement that they have not received any
response from the Controlling Parties "is offensive and
disingenuous."  But since the Trustees welcome the return of the
Aircraft, U.S. Bank will not challenge the rejection.

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


ULTIMATE ELECTRONICS: U.S. Trustee Picks 7-Member Creditors Comm.
-----------------------------------------------------------------
The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors of
Ultimate Electronics, Inc., and its debtor-affiliates' chapter 11
cases:

   1. Monster Cable Products, Inc., and Monster, LLC
      Attn: Thomas W. Silvin
      455 Valley Drive,
      Brisbane, California 94005
      Phone: 415-840-2158, Fax: 415-468-0176

   2. Vertis, Inc.
      Attn: Luke J. Brandonisio
      250 W. Pratt St.
      Baltimore, Maryland 21201
      Phone: 410-361-8659, Fax: 410-454-0887

   3. Warrantech Consumer Product Services, Inc.
      Attn: James F. Morganteen
      2200 Highway 121, Bedford, Texas 76021
      Phone: 203-352-8873, Fax: 203-352-8868;

   4. Sharp Electronics
      Attn: Warren V. Ciarardini
      Sharp Plaza, Mahwah, New Jersey 07675
      Phone: 201-529-8773, Fax: 201-529-9626

   5. Klipsch, LLC
      Attn: Nancy Mills
      3502 Woodview Trace, Suite 200
      Indianapolis, Indiana 46268
      Phone: 317 860-8226, Fax: 317-860-9178;

   6. Denon Electronics
      Attn: John Henderson
      P.O. Box 867
      19 Chapin Road, Pine Brook, New Jersey 07058
      Phone: 973-396-7485, Fax: 973-396-7455

   7. Directed Electronics and Definitive Technology
      Attn: Richard Hirshberg
      1 Viper Way, Vista, California 92081
      Phone: 760-599-1384, Fax: 760-599-1389

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


WILLIAMSBURG APTS.: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Williamsburg Apartments LLC
        dba Chase Manor Apartments
        711 Hazel Street
        Auburn, Indiana 46706

Bankruptcy Case No.: 05-10449

Type of Business: The Debtor operates apartment buildings.

Chapter 11 Petition Date: February 15, 2005

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Wesley N. Steury, Esq.
                  Burt, Blee, Dixon, Sutton & Bloom LLP
                  1000 Standard Federal Plaza
                  200 East Main Street
                  Fort Wayne, IN 46802
                  Tel: 260-426-1300
                  Fax: 260-422-3750

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Citizens Financial Services,  Unsecured portion       $3,300,000
FSB                           of secured claim
5311 Hohman Avenue
Hammond, IN 46320

Buttermore Appliance          Trade debt                 $28,488
154 E. 7th St.
Auburn, IN 46706

D&D Construction Services     Trade debt                 $21,000
4061 CR 35
Auburn, IN 46706

Hitzfield Construction        Trade debt                 $19,000

James Electric                Trade debt                 $16,668

P. Rajchel dba Cercas         Trade debt                  $8,500
Rajchel

American City Plumbing, Inc.  Trade debt                  $8,306

Carpet One                    Trade debt                  $6,071

Brueggeman Lumber             Trade debt                  $3,734

Moss Building Products        Trade debt                  $3,477

ICI Paints                    Trade debt                  $3,020

Home Depot                    Trade debt                  $2,513

Broadview Lumber              Trade debt                  $1,889


WINN-DIXIE: Has Immediate Access to $600 Million of DIP Financing
-----------------------------------------------------------------
The U.S. Bankruptcy Court has granted the relief Winn-Dixie
Stores, Inc., and its debtor-affiliates requested in its "First
Day Motions."  The orders issued by the Court will help the
Company continue to operate its business during the reorganization
process.

On Feb. 21, 2005, as part of its voluntary filing to reorganize
under Chapter 11, Winn-Dixie filed more than 25 First Day Motions
to support its associates and vendors, together with its customers
and other stakeholders.  Among other things, the Court granted
interim approval for the Company's request to:

   -- continue payment of salaries, wages and health and welfare
      benefits to associates as normal;

   -- pay vendors for goods and services provided on or after
      Feb. 22, 2005;

   -- reject the unexpired leases of approximately 150 previously
      closed stores and two previously closed warehouses; and

   -- continue honoring obligations to its customers under the
      Company's Customer Rewards Card program.

                          DIP Financing

The Court also granted interim approval for the Company to access
up to $600 million of its new $800 million debtor-in-possession
credit facility from Wachovia Bank, N.A.  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.  A hearing for final approval of the
entire DIP facility has been scheduled for March 15, 2005.  A
hearing for final approval of all of the other First Day Motions,
including several that were deferred, has been scheduled for
March 4, 2005.  The Company's First Day Motions were granted,
pending, among other things, review by the Creditors' Committee,
which is expected to be formed during the week of Feb. 28, and
subsequent approval by the Court.

All 920 Winn-Dixie stores in the U.S. and the Bahamas are open,
and the Company reports that business is operating smoothly.
Peter Lynch, President and Chief Executive Officer, said: "I am
very proud of our associates, who have reacted to the news of our
reorganization with their heads held high and their focus squarely
on serving our customers.  Our vendors have also been supportive.
Our stores are well stocked and we are conducting business as
usual."

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.


WINN-DIXIE: Stock Trades Under 'WNDXQ' Ticker in Pink Sheets
------------------------------------------------------------
Winn-Dixie Stores, Inc., said the ticker symbol "WNDXQ" has been
assigned to its common stock.  The company's common stock will be
quoted on the Pink Sheets Electronic Quotation Service under this
new symbol.  Information about this service is available at
http://www.pinksheets.com/ As previously announced, the New York
Stock Exchange (NYSE) has suspended trading of Winn-Dixie's common
stock and intends to initiate proceedings to delist the securities
as a result of the Company's filing of its Chapter 11 petition on
February 21, 2005.

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.


WINN-DIXIE: S&P Junks Series 1999-1 Certificates
------------------------------------------------
Standard & Poor's Ratings Services placed all outstanding ratings
on Winn-Dixie Pass Through Trust Certificates Series 1999-1 on
CreditWatch with negative implications.

The CreditWatch placement follows the lowering of Winn-Dixie
Stores Inc.'s issuer credit rating to 'D' following its
Feb. 21, 2005, Chapter 11 bankruptcy petition.

The certificates are secured by mortgage notes secured by 15
properties that are leased to Winn-Dixie.  The properties include
nine distribution centers, five manufacturing plants, and a
corporate headquarters building.  Recent statements by the company
have indicated that Winn-Dixie has closed at least two of the
facilities, increasing the likelihood that the company will seek
to terminate the leases in bankruptcy.  Should this occur, there
is a high likelihood that the certificates will not receive timely
interest and would incur an ultimate principal loss, which will
result in the ratings being lowered further to 'D'.

             Ratings Placed on CreditWatch Negative
           Winn-Dixie Pass Through Trust Certificates
                         Series 1999-1

                                Rating
        Class          To                  From
        -----          --                  ----
        A-1            CCC/Watch Neg       CCC/Negative
        A-2            CCC/Watch Neg       CCC/Negative
        A-3            CCC/Watch Neg       CCC/Negative


WORTH MEDIA: Tesla Agrees to Subordinate $4.1 Million of Claim
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Worth Media, LLC, and its debtor-affiliates
asks the U.S. Bankruptcy Court for the Southern District of New
York to approve its stipulation with Tesla Capital, LLC.

The parties agree that Tesla's $1.1 million of Tesla's $5.13
million claim will be treated as an allowed general unsecured
creditors.  The $4.1 million balance will be subordinated to all
creditors, effectively receiving no distribution.

On February 27, 2004, the Creditors Committee objected to Tesla's
claim and asked the U.S. Bankruptcy Court for the Southern
District of New York to reclassify the claim as equity or
equitably subordinate the claim.  After extensive arm's-length
negotiation, the parties agreed to allow 20% of Tesla's claim.

Paul H. Silverman, Esq., at Alston & Bird LLP, in New York,
explains that if the Creditors Committee did not entertain the
Settlement Agreement, or if the Court does not approve it, the
Committee will be forced to expend additional estate resources
litigating the matter.  That litigation will be expensive and
time-consuming, and the anticipated cost to the estate is a matter
of concern given the limited amount available for distribution to
creditors.

In addition to the expense arising from the preparation for
litigation and prosecution of objections, it is unclear whether
the Creditors Committee would ultimately achieve a better-than-
equal result.

Worth Media LLC, a magazine publishing company filed for chapter
11 protection on May 29, 2003 (Bankr. S.D.N.Y. Case No. 03-13471).
Larry Ivan Glick, Esq., in Garden City, New York, represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $2,599,000 in total
assets and $9,710,000 in total debts.


YOHO RESOURCES: Gets $4,160,546 from Equity Private Placement
-------------------------------------------------------------
Yoho Resources, Inc., completed a private placement financing of
405,273 non-voting common shares and 1,675,000 voting common
shares, at the price of $2.00 per share, for aggregate proceeds of
$4,160,546.  These shares are subject to a 4 month hold period
expiring on June 1, 2005.  Further, Yoho has also completed the
acquisition of approximately 18,080 gross (9,040 net) acres of
undeveloped oil and natural gas properties and related seismic
assets, in three separate transactions.  The aggregate purchase
price for these properties was $1,485,000 and was paid as to
$485,000 in cash and the issuance of 500,000 voting common shares
at the price of $2.00 per share.  The shares issued to the
property vendors are subject to a 4-month hold period expiring on
June 19, 2005.

Yoho also reported that Ms. Sharon Macleod has resigned as a
director of the Company and Mr. Terry Svarich has been appointed a
director to fill the resulting vacancy.  Ms. Macleod had
previously resigned as the President of the Company upon the
appointment of Mr. Brian McLachlan to that position.  Yoho would
like to thank Ms. Macleod for her service to the Company.  The
Board of Directors has also appointed Mr. Peter Kurceba as a
special advisor to the Board, pending the next annual meeting of
shareholders of the Company, at which point Mr. Kurceba will be
put forth as a nominee for election as a director.

Yoho Resources, Inc., -- formerly known as VoiceIQ, Inc. -- is an
emerging oil and gas company.  Trading of the Company's shares was
halted on the TSXV at the time of the Company's reorganization
into an oil and gas issuer, which halt remains in place pending
the Company recruiting the balance of its management team and
meeting the other listing conditions of the TSXV.  The Company
continues to work towards finalizing its management team and will
release further information in this regard as soon as it is
available.

As of September 30, 2004, Yoho Resources' balance sheet reflected
a $543,854 stockholders' deficit compared to a $377,188 positive
equity at September 30, 2003.


YUKOS OIL: To End Holding Company Structure in May 2005
-------------------------------------------------------
Yukos Deputy Chief Executive Alexander Temerko tells Torrey Clark
at Bloomberg News in a telephone interview that Yukos Oil Company
will terminate its holding company structure in May 2005 in a
move to defend the company from the actions of the Russian tax
authorities.

Yukos Trading House will be responsible for the administrative,
logistical and marketing tasks and the employees of the company.
Yukos Oil will soon terminate its existing contracts with:

    -- ZAO Yukos-EP, the exploration and production division;
    -- ZAO Yukos-RM, the sales and marketing division, and
    -- OOO Yukos-Moscow, the management company.

"More money will stay with the subsidiaries," Mr. Temerko told
Bloomberg. "They'll get a certain amount of independence."

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)


ZIM CORP: Needs $2 Million to Operate Over the Next 12 Months
-------------------------------------------------------------
Zim Corporation has incurred a loss of $1,780,073 for the nine
months ended December 31, 2004, and has incurred losses during
each of the last five fiscal years.  In addition, the Corporation
generated negative cash flows from operations of $1,449,821 for
the nine months ended December 31, 2004, and has generated
negative cash flows from operations during each of the last five
fiscal years.

All of the factors above raise substantial doubt about the
Corporation's ability to continue as a going concern.

Management's plans to address these issues include continuing to
raise capital through the placement of equity, obtaining
additional advances from related parties and, if necessary,
renegotiating the repayment terms of accounts payable and accrued
liabilities.  The Corporation's ability to continue as a going
concern is subject to management's ability to successfully
implement the above plans.  Failure to implement these plans could
have a material adverse effect on the Corporation's position and
results of operations and may necessitate a reduction in operating
activities.

In the longer term, the Corporation has to generate the level of
sales, which would result in cash self sufficiency and it may also
need to continue to raise capital by selling additional equity or
by obtaining credit facilities.  The Corporation's future capital
requirements will depend on many factors, including, but not
limited to, the market acceptance of its applications and services
and the level of its promotional activities and advertising
required to support its software.  No assurance can be given that
any such additional funding will be available or that, if
available, it can be obtained on terms favorable to the
Corporation.

All financings in the nine months ended December 31, 2004 were
non-brokered private placements to accredited investors.  Each
unit consisted of one common share and two common share purchase
warrants.  Each warrant may be exercised at any time within 15
months of the closing date at an exercise price equal to the
market price of Zim's common shares at the time of closing.

                      Funding Requirements

Based on the first nine months of the current fiscal year, ZIM
will need an estimated $2,000,000 in additional financing in order
to fund its operating losses and other working capital
requirements for the next 12 months.  ZIM does not have a bank
credit facility or other working capital credit line under which
ZIM may borrow funds for the estimated additional required
financing of $2,000,000.

Zim may obtain further financing through the sale of its
securities to investors as well as the exercise of options by
option holders and warrant holders.  However, ZIM has not received
any commitments from any third parties to provide additional
financing.  Future liquidity and cash requirements will depend on
a wide range of factors, including the level of business in
existing operations and ZIM's ability to raise additional
financing.  Accordingly, there can be no assurance that ZIM will
be able to meet its working capital needs for any future period.
If ZIM is unable to obtain further financing or otherwise meet is
working capital needs, the Corporation will experience staff
lay-offs and other cost reductions in order to continue
operations.  In this situation, ZIM would not be able to further
its technological developments or business development
initiatives.

Zim Corporation was incorporated under the Canada Business
Corporations Act on October 17, 2002.  The Corporation has built
upon its core database technology to create an innovative solution
to provide wireless data services and systems that enable people
to engage in remote or mobile decision-making based on real-time
interactive data communications and transactions.  Commencing in
this fiscal year, the Corporation has been providing mobile
messaging infrastructure.  The Corporation is focused on
connecting companies with customers through mobile or text
messaging.

On April 1, 2004 the Corporation and one of its wholly owned
subsidiaries, ZIM Technologies International Inc. amalgamated into
ZIM Corporation.

                          *********

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
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