TCR_Public/050225.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, February 25, 2005, Vol. 9, No. 47

                          Headlines

ACCREDO HEALTH: S&P Holds BB Rating Despite Medco Purchase Plans
AFFI INTERNATIONAL: Voluntary Chapter 11 Case Summary
AGILENT TECH: Earns $103 Million of Net Income in Fourth Quarter
ALLEGHENY ENERGY: Investor Wants SEC to Protect Ratepayers
AMERICAN BUSINESS: U.S. Trustee Names 9th Member to Creditor Panel

AMPEX CORP: Applies SFAS No. 87 Acctg. to Restated Fin'l Reports
ARMSTRONG WORLD: Sees Substantial Delay in Chapter 11 Emergence
ARMSTRONG WORLD: Inks Settlement & Sale Pacts With Liberty
ATA AIRLINES: Judge Lorch Extends Plan Filing Deadline to May 24
ATA AIRLINES: Wants to Employ KPMG LLP as Tax Advisor

ATLANTIS PLASTICS: Moody's Junks $75 Million Term C Loan
CABLEVISION SYSTEMS: Posts $305.8 Mil. Net Loss in 4th Quarter
CALL-NET ENTERPRISES: Discloses 2004 Q4 Financial Results
CHASE COMMERCIAL: Fitch Upgrades $33M Mortgage Securities to BBB-
CHIQUITA BRANDS: S&P Reviewing Single-B Ratings & May Downgrade

COMMERCIAL CLIENT: Case Summary & Largest Unsecured Creditor
COMPUTER EXTENSION: Case Summary & 20 Largest Unsecured Creditors
COVAD COMMS: Dec. 31 Balance Sheet Upside-Down by $8.6 Million
DANA CORP: Posts $133 Million Net Loss in Fourth Quarter
DANIELSON GROUP: Weak Performance Prompts S&P to Junk Ratings

DUKE PETROLEUM: Voluntary Chapter 11 Case Summary
ERIE-WESTERN: Fitch Downgrades $6.3 Mil. of Revenue Bonds to BB+
FALCON PRODUCTS: Court Gives Final OK on $45 Million DIP Facility
FC CBO: S&P Junks 2nd-Priority Notes & Reviews Senior Notes Rating
FEDERAL-MOGUL: Dec. 31 Balance Sheet Upside-Down by $1.925 Billion

FLYi INC: S&P May Up Junk Rating After Reviewing Restructuring
HILITE INT'L: Moody's Withdraws B3 Rating on $150MM Senior Notes
HLD VENTURES LLC: Case Summary & 2 Largest Unsecured Creditors
HUDSON'S BAY: Will Release Fourth Quarter Results on March 10
INSPEX INC: Court Confirms First Amended Plan of Reorganization

INTERACTIVE BRAND: Taps Corporate Revitalization to Manage iBill
INTERFACE INC: Posts $4.4 Million Net Loss in Fourth Quarter
INTERSTATE BAKERIES: Five Officers Dispose of 16,000 Common Shares
J.P. MORGAN: S&P Places Low-B Ratings on Six Certificate Classes
KAISER ALUMINUM: James T. Hackett Resigns From Board of Directors

LORAL SPACE: Inks Favorable Settlement with China Telecom
LSP BATESVILLE: S&P Reviews B- Rating of Sr. Bonds & May Upgrade
MARICOPA COUNTY: Moody's Holds B1 Rating on $6.13MM Revenue Bonds
MCI INC: Qwest Submits New Merger Proposal to Compete with Verizon
MCI INC: Compensation Committee Awards Incentives to Two Officers

MEDCO HEALTH: Moody's Affirms Ba1 Senior Implied Rating
MERITAGE HOMES: Buys Back $280 Million of 9-3/4% Senior Notes
MIRANT CORP: Oregon DOJ Holds $250,000 Allowed Unsecured Claim
MOONEY AEROSPACE: Issues 10 Million Shares to Creditors
MORGUARD REIT: Earns $29.3 Million of Net Income in 2004

NATIONAL ENERGY: Wants LFW Leasing to Turn Over Termination Fee
NAVISTAR INT'L: Launching $250 Million Private Debt Offering
NAVISTAR INT'L: S&P Rates Proposed $250 Mil. Senior Notes at BB-
NUTRI-GARDENS INC: Case Summary & 16 Largest Unsecured Creditors
ONSOURCE CORP: Dec. 31 Balance Sheet Upside-Down by $1.6 Million

ORDERPRO LOGISTICS: Inks Settlement with Major Shareholder Group
PACIFIC LIFE: S&P Junks $38 Million Class A-3 Notes
PARTNER COMMUNICATIONS: Board Okays Selling of Shares to Partner
POCONO INCREDIBLE: Judge Thomas Dismisses Bankruptcy Case
POPE & TALBOT: Forest Management Risk Talks Delay Sale Closing

PPM HIGH: Fitch Junks High Yield Note Classes A-3 & B
PREMCOR REFINING: Moody's Reviews Ratings on $1B Loan for Upgrade
QWEST COMMS: Amends MCI Merger Proposal to Compete with Verizon
QWEST COMMS: Opens 2 New Residential Solutions Centers in Arizona
RELIANCE GROUP: Liquidator Wants to Sell Lot for $33.2 Million

REMEDIATION FINANCIAL: Disclosure Statement Hearing Set for Apr. 5
SALOMON BROTHERS: Fitch Puts Low-B Ratings on 2 Cert. Classes
SCIENTIFIC GAMES: Earns $4.4 Million of Net Income in 4th Quarter
SEROLOGICALS CORP: Posts $3.5 Million of Net Income in 4th Quarter
S K New York LLC: Voluntary Chapter 11 Case Summary

SOLUTIA INC: Wants Until July 11 to Remove State Court Actions
SOUTH BRUNSWICK: Administrator Names 3-Member Special Committee
STATEN ISLAND: Moody's Reviewing Ba3 Ratings & May Upgrade
SYRATECH CORPORATION: Wants Ordinary Course Profs. to Continue
SUPERIOR WHOLESALE: S&P Puts BB Rating on $52.20M Class D Notes

TOWER AUTOMOTIVE: First Meeting of Creditors Scheduled for Apr. 29
TOWER AUTOMOTIVE: Trustee Appoints 7-Member Creditors Committee
TRIKING LLC: Case Summary & 17 Largest Unsecured Creditors
TRITON CDO: S&P Junks $26.75 Million Class B Notes
TRUSSWAY INDUSTRIES: Creditors Must File Proofs of Claim by Mar. 1

UAL CORP: Hires Jack B. Fishman & Associates as Local Counsel
US AIRWAYS: Wants BofA Letter of Credit Procedures Clarified
USA FLORAL: ACON Investments Sells Florimex to Bencis Capital
USG CORP: Wants to Further Expand Scope of PwC's Service
WASHINGTON MUTUAL: Fitch Puts Low-B Ratings on Six Mortgage Certs.

WESTAR ENERGY: Moody's Lifts Senior Unsecured Debt Rating to Ba1
WII COMPONENTS: Earns $2 Million of Net Income in Fourth Quarter
WINN-DIXIE: S&P Rating Tumbles to D After Bankruptcy Filing
W.R. GRACE: Pacificorp & Vancott Plan Want to File Late Claim
YUKOS OIL: Yukos & Group Menatep Seek U.S. Senate's Aid

YUKOS OIL: Judge Clark Dismisses Bankruptcy Case

* FTI Consulting to Acquire Ringtail Solutions for $35 Million
* Igor Muszynski Joins Chadbourne & Parke's Warsaw Office

* BOOK REVIEW: The White Labyrinth

                          *********

ACCREDO HEALTH: S&P Holds BB Rating Despite Medco Purchase Plans
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on
Accredo Health Inc. (BB/Stable/--) are unaffected following the
announcement by Medco Health Solutions, Inc., that it was
acquiring Accredo for $2.2 billion.  Standard & Poor's expects
Medco Health, at the close of the acquisition, to refinance all of
Accredo's outstanding rated debt.  Standard & Poor's will
subsequently withdraw all its ratings on Accredo.


AFFI INTERNATIONAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: AFFI International, Inc.
        dba Anna Truck Stop
        1700 South Highway 75
        Anna, Texas 75409

Bankruptcy Case No.: 05-40829

Type of Business: The Debtor operates a roadside service station
                  that caters to truck drivers.

Chapter 11 Petition Date: February 21, 2005

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: 972-239-9055
                  Fax: 972-239-9886

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


AGILENT TECH: Earns $103 Million of Net Income in Fourth Quarter
----------------------------------------------------------------
Agilent Technologies Inc. (NYSE:A) reported orders of
$1.61 billion for the first fiscal quarter ended Jan. 31, 2005,
7 percent below one year ago.  Revenues during the quarter were
$1.66 billion, 1 percent ahead of last year.  First quarter GAAP
net earnings were $103 million, compared with $71 million in last
year's first quarter.

Excluding a net $3 million of restructuring charges and tax
benefits, Agilent reported first quarter operating net income of
$100 million.  On a comparable basis, the company earned $103
million one year ago.

"I am pleased with Agilent's first quarter performance," said Ned
Barnholt, Agilent chairman, president and chief executive officer.
"We executed well, with very good operating discipline and cash
generation in a challenging market environment.  This quarter we
continued to build on our strong foundation of product innovation
and operational excellence that I believe will benefit Agilent for
years to come."

The company reported first quarter revenues of $1.66 billion,
consistent with its expectations of $1.60 billion to $1.70
billion. Operating earnings, were at the top of the guidance range
of $0.14 to $0.21 per share.  Gross margins were essentially flat
compared with last year, despite much more difficult conditions in
Agilent's semiconductor-related businesses, and operating expenses
remained under very good control.  The company generated another
$100 million in free cash flow from operations during the quarter,
bringing total cash on hand to $2.5 billion.

Looking ahead, Agilent said it expects relatively flat second
quarter fiscal 2005 revenues of $1.60 billion to $1.70 billion,
reflecting the $70 million lower revenues associated with the
divestiture of the company's camera module business.

First quarter Test and Measurement orders of $652 million were 3
percent above one year ago and down 5 percent from the seasonally
strong fourth quarter.  Overall segment demand was characterized
by continued softness in wireless handset manufacturing test,
stabilizing wireline test markets, and generally flat general
purpose test orders.  Revenues of $700 million were 10 percent
above last year and down 10 percent from three months earlier due
to continued softness in wireless handset manufacturing test.

First quarter operating profits of $63 million were improved by
$58 million compared with one year ago on a $63 million increase
in revenues.  Compared with the fourth quarter, segment profits
were down $54 million on an $82 million drop in revenues.  During
the quarter, Test and Measurement achieved a 12 percent Return On
Invested Capital (ROIC), up from 2 percent last year but down from
19 percent in last year's fourth quarter.

First quarter Automated Test orders of $160 million were down 20
percent from one year ago but up 17 percent sequentially.
Compared with last year, all product lines were weaker except
parametric test; sequentially, all product lines were up except
manufacturing test.  Utilization rates for SOC testers at
semiconductor contract manufacturers (SCMs) improved for the
second consecutive quarter, and averaged about 92 percent during
the quarter.  While the rebound is expected to be very slow
because of excess overall industry capacity, last year's fourth
quarter may prove to be the bottom for Automated Test orders.
Revenues of $155 million were 29 percent below last year and down
21 percent sequentially.  Automated Test's book-to-bill ratio rose
to 1.03 in the quarter from 0.91 last year and 0.70 one quarter
earlier.

The segment had an operating loss of $34 million during the
quarter compared with profits of $21 million one year ago on $64
million lower revenues.  Sequentially, profits were down $28
million on a $41 million reduction in revenues.  During the
quarter, gross margins were depressed by lower volumes and intense
competitive pressures.  Operating expenses were relatively flat
year-to-year. Acceptance of the company's new generation of flash
memory and SOC test systems has been encouraging, with 90 percent
of flash memory test and 16 percent of SOC orders now coming from
new products.

Semiconductor Products orders were $435 million during the first
quarter, down 26 percent from one year ago but up 7 percent
sequentially.  Compared with last year, orders declined virtually
across the board.  Personal systems components orders were off 30
percent from last year, with particular weakness in optical mice;
networking systems components were down 16 percent from last year.
Sequentially, personal systems components were up 6 percent and
networking systems components were up 7 percent.  First quarter
revenues of $450 million were 5 percent below last year and down 9
percent sequentially.  The book-to-bill for Semiconductor Products
improved to 0.97 in the first quarter compared with 0.83 three
months ago but remained well below last year's 1.24.

Segment profits of $27 million were $33 million below last year on
a $24 million drop in revenues; margins suffered as the industry
moved from shortage to surplus.  Sequentially, profits were $19
million higher despite $42 million lower revenues as both camera
modules and fiber optics showed significant improvements in
quality, yield and cost compared with the second half of last
year.  Segment ROIC was 10 percent during the quarter compared
with 23 percent one year ago and 6 percent during the fourth
quarter.

On Feb. 3, 2005, the company had completed the sale of its camera
module business to Flextronics.

Good momentum in Life Sciences and Chemical Analysis continued in
this year's first quarter.  Orders of $356 million were 16 percent
above last year, with Life Sciences orders up 18 percent and
Chemical Analysis up 15 percent.  During the quarter, the segment
saw particular strength from generic drug manufacturers, and
strong demand from petrochemical and environmental industries.
Revenues of $354 million were 13 percent above last year and up 1
percent sequentially.

Segment profits of $51 million were $4 million above last year on
a $41 million increase in revenues as the segment continued to
ramp its investments in Life Sciences.  Sustained profits and
excellent capital management enabled the segment to achieve an
ROIC(5) of 29 percent during the quarter compared with last year's
ROIC of 23 percent and 24 percent in the fourth quarter.

                        About the Company

Agilent Technologies Inc. (NYSE: A) is a global technology leader
in communications, electronics, life sciences and chemical
analysis. The company's 28,000 employees serve customers in more
than 110 countries. Agilent had net revenue of $7.2 billion in
fiscal year 2004. Information about Agilent is available on the
Web at http://www.agilent.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2004,
Moody's Investors Service affirmed the debt ratings of Agilent
Technologies, Inc., and revised the rating outlook to stable from
negative.

Agilent has returned to operating profitability and positive cash
flow generation, which Moody's believes will be sustainable
through moderate cyclical swings. Financial flexibility has been
restored through a demonstrably lower level of fixed costs, the
start of a more targeted approach to its markets, and increased
cash balances which have bolstered Agilent's liquidity cushion.
The following ratings were affirmed:

   * Senior implied rating of Ba2;
   * $1.15 billion senior unsecured convertible notes rated Ba2;
   * Senior unsecured issuer rating of Ba2.

Moody's also assigned a speculative grade liquidity rating of
SGL-1.

The ratings are supported by:

   (1) Agilent's strong market position in its core products;

   (2) elimination of near term liquidity concerns due to the
       return to positive cash flow and increase in cash balances;
       and

   (3) debt metrics which generally meet or exceed those of peers
       within their rating category.

Previous concerns about Agilent's underfunded pension and benefit
plans have been eased as the shortfall has been reduced by market
performance and contributions, but Moody's anticipates it will
still negatively impact cash and effective leverage for the near
future.


ALLEGHENY ENERGY: Investor Wants SEC to Protect Ratepayers
----------------------------------------------------------
A large investor in power companies has requested that the
Securities and Exchange Commission take steps to protect
ratepayers and investors in the Allegheny Energy, Inc. (NYSE: AYE)
utilities from the worst consequences of a potential bankruptcy of
AYE.

Since 2002, AYE has not been in compliance with the SEC's minimum
30% equity requirement and, on numerous occasions, the reporting
obligations required by the Public Utility Holding Company Act of
1935.  During this time the SEC has granted AYE numerous waivers
to provide AYE reasonable flexibility to repair its financial
condition.  However, AYE has used this flexibility to support its
highly leveraged unregulated affiliate, Allegheny Energy Supply
Company, LLC, without adequately protecting its utility companies.
Harbert Distressed Investment Master Fund, Ltd., believes that
given the experiences of Enron and Northwestern Corporation, two
PUHCA companies whose bankruptcies wiped out billions in equity
and debt securities, including retirement funds of utility
employees, the SEC should undertake a pro-active program to
protect AYE's utility stakeholders.  Otherwise, AYE may continue
to encumber its utilities in an effort to prop up Supply.  The
Fund requests that, in response to AYE's most recent request for
broad financing authority through mid-2007, the SEC condition any
further waivers on establishing protections for utility investors
and ratepayers, or hold hearings to determine reasonable
conditions that would reduce AYE's ability to continue to burden
its utility operations.

In its filing, the Fund expresses particular alarm at AYE's
request for SEC approval through 2007 to temporarily dividend from
its utilities 100% of the proceeds of certain regulated utility
financings so that they may be passed through AYE's highly
leveraged, sub-investment grade, unregulated Supply subsidiary
which has negative $1.2 billion in retained earnings.  This
practice, referred to by AYE in a previous filing as "round
tripping", appears to the Fund to be designed to comply with the
letter, but not the spirit, of a complex financing arrangement put
in place in 2003.  AYE assures the SEC that "Any amounts paid to
Allegheny by these Utility Applicants will be immediately
contributed back to the applicable Utility Applicant so the
dividends will have no effect on the Utility Applicant's paid-in
capital account."  The Fund believes that an important goal of the
SEC's obligations under PUHCA is to ensure that utility investors
and ratepayers are not abused by use of a complex, opaque holding
company structure, and that the SEC should require more financial
transparency by AYE and protection for its utilities before
another PUHCA company and its utilities are forced into a complex
bankruptcy with tangled affiliate transactions.

In its filing, the Fund points out that during this extended
period of failing to meet PUHCA standards, AYE has repeatedly
failed to deliver reliable financial statements or projections,
ceased filing quarterly and annual reports of Supply, transferred
the equity value of the utilities to Supply, petitioned state
regulators to encumber the utilities with rate increases and
environmental control expenditures to support investors in Supply
and improve its power plants, and committed to use proceeds of its
utilities' financings to make investments in Supply.  While AYE
has avoided bankruptcy to date and reduced outstanding total debt
over the past year by selling assets, these asset sales have
produced even greater equity losses and increased financial
leverage at a time when its cash flows, liquidity and equity
levels continue to be extremely weak compared to other PUHCA
regulated companies.  AYE's request to the SEC points out that
most other distressed PUHCA companies in the past had equity
levels which dropped as low as 28%, yet AYE now operates with only
about 20% equity capitalization, after plummeting to 17% as
recently as September 2004.  This collapse in equity has been
accompanied by repeated claims by AYE in its SEC filings that it
is making progress in returning to the minimum standard of 30%
equity, without making material actual progress in that regard.

The Fund requests that the SEC require that Supply be made
"bankruptcy remote" from the other AYE businesses.  This would
require, among other prudent precautions, that contracts between
Supply and the utilities be subject to competitive bidding, that
the boards of directors of Supply and the utilities not be
identical, and that financings at Supply would not be intertwined
with those of the utilities.

Harbert Distressed Investment Master Fund, Ltd., invests in
securities of various companies in the electric power industry,
including AYE and its utilities.  The Fund's investment positions
are subject to change in the ordinary course of its business.  The
Fund is focused on high-yield (special situation) and distressed
securities on both the long and short sides, including debt and
equity investments in turnarounds, restructurings, liquidations,
event driven situations and inter-capital structure arbitrage.

A copy of the Fund's filing can be viewed at the SEC's home page
http://www.sec.gov/under SEC Divisions; Investment Mgmt; Office
of Public Utility Regulation (OPUR); Pending Filings and Notices
Under the 1935 Act; File No. "070-10251: Allegheny Energy Inc.
Request For Hearing".

Headquartered in Greensburg, Pennsylvania, Allegheny Energy --
http://www.alleghenyenergy.com/-- is an investor-owned utility
consisting of two major businesses. Allegheny Energy Supply owns
and operates electric generating facilities, and Allegheny Power
delivers low-cost, reliable electric service to customers in
Pennsylvania, West Virginia, Maryland, Virginia and Ohio.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 21, 2005,
Standard & Poor's Ratings Services raised its rating on Allegheny
Energy Supply Inc.'s secured bank loan (which had $1.044 billion
of debt as of October 2004) and $380 million secured bonds to 'BB-
', from 'B+'. In addition, the recovery rating on these debt
issues was raised to '1', from '2'. The upgrades reflect the
declining balance of AE Supply's outstanding secured debt as
proceeds from asset sales were used to pay down debt. The '1'
recovery rating indicates that holders of the bank loan can expect
strong likelihood of full recovery of principal in the event of
default or bankruptcy. The 'BB' rating on the secured debt is
currently one notch above AE Supply's 'B+' issuer credit rating.

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

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


AMERICAN BUSINESS: U.S. Trustee Names 9th Member to Creditor Panel
------------------------------------------------------------------
The United States Trustee for Region 3 added U.S. Bank National
Association, as Indenture Trustee, to the Official Committee of
Unsecured Creditors appointed in American Business Financial
Services, Inc., and its debtor-affiliates' chapter 11 cases.  The
nine current committee members are:

        1.  Wachovia Bank, N.A.
            Attn: Helen F. Wessling
            Widener Building
            1319 Chestnut Street, PA 4810
            Philadelphia, PA 19107
            Ph: (267) 321-6728
            Fax: (267) 321-6903;

        2.  Z C Sterling Corporation
            Attn: James P. Novak
            210 Interstate North Parkway, NW
            Suite 400
            Atlanta, GA 30339
            Ph: (800) 962-9654 ext. 2729
            Fax: (770) 303-2799;

        3.  Christopher D'Ambrosio and
            Julia D'Ambrosio
            9 Iddings Lane
            Newtown, Square, PA 19073
            Ph: (610) 353-7075
            Fax: (610) 353-7312;

        4.  Walter J. Woeger
            1115 Rhawn Street
            Philadelphia, PA 19111
            Ph: (215) 725-6087;

        5.  Bread & Butter, LP
            Attn: Diana Shoolman
            1000 South Pointe Drive, #1904
            Miami Beach, FL 33139
            Ph: (305) 695-8788;

        6.  Robert Revitz
            8338 N. Canta Redowdo
            Paradise Valley, AZ 85253
            Ph: (480) 998-0050
            Fax: (480) 998-0050;

        7.  David Kooy
            198 Broadway #505
            New York, NY 10038
            Ph: (212) 566-0800
            Fax: (212) 566-0803;

        8.  Bart Khatiwalla
            6 Laurie Drive
            Voorhees, NJ 08043
            Ph: (609) 839-0609; and

        9.  U.S. Bank National Association
            as Indenture Trustee
            Attn: Laura L. Moran, Vice-President
            One Federal Street
            Mail Code: EX-MA-FED
            Boston, MA 02110
            Ph: 617-603-6429
            Fax: 617-603-6649

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 Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts. (American Business
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMPEX CORP: Applies SFAS No. 87 Acctg. to Restated Fin'l Reports
----------------------------------------------------------------
Ampex Corporation (OTCBB:AEXCA) said the Audit Committee of the
Board of Directors has concluded that, after consultations with
management, it will restate its financial statements included in
its Form 10-K for 2003 and Form 10-Qs for March 2004, June 2004,
and September 2004.  The restatement relates to the Company's
accounting for its obligations under a pension plan of its former
magnetic tape manufacturing subsidiary, which it disposed of in
1995.

The agreement for the sale of Media required the buyer, Quantegy
Corporation, to pay directly or reimburse Ampex for required
contributions to the Media pension plan.  However, Ampex remained
the Plan Sponsor of the Media pension plan and is obligated to
make pension contributions to that Plan.

Ampex had accounted for its obligations under the Media pension
plan under SFAS No. 5, "Accounting for Contingencies" since the
sale of Media in 1995.  However, as a result of communications
with the Office of the Chief Accountant of the Securities and
Exchange Commission, the Company now believes that it should have
accounted for these obligations under the provisions of SFAS No.
87, "Employers' Accounting for Pensions."  Accordingly, the Audit
Committee of the Board of Directors has concluded that the
previously issued financial statements as of December 31, 2003,
and 2002 and for each of the three years in the period ended
December 31, 2003, as well as the financial statements included in
the aforementioned Form 10-Qs, should not be relied upon because
of the error in accounting for the Media pension plan discussed
above.  The Company will amend and reissue its Form 10-K for 2003
as well as its Form 10-Qs for periods ending March 31, 2004,
June 30, 2004 and September 30, 2004 as soon as practicable.

On a preliminary unaudited basis, the Company believes that the
principal income statement effects of applying SFAS No. 87 instead
of SFAS No. 5 would be to require the Company to amortize
approximately $20 million of unrecognized pension losses relating
to the Media plan over future periods beginning in 2004.  The per
annum amount of such future amortization charges has not yet been
determined, but the Company expects that it will reduce previously
reported pre-tax net income by approximately $0.3 million in each
of the first three quarters of 2004.  As a consequence of the
restatement, the Company also expects to report an increase in
cumulative reported net income for 2003 and prior years of
approximately $8.5 million.

The Company also believes that the principal balance sheet effect
of the restatement, as of December 31, 2003, will be to reflect
total unfunded accumulated benefit obligations with respect to the
Media pension plan of $19.1 million, by increasing its long-term
liabilities by $11.7 million with a corresponding net reduction in
shareholders' equity.

Quantegy Corporation, the buyer of Media, filed a petition for
reorganization in bankruptcy in January 2005.  Accordingly, in the
fourth quarter of 2004, the Company may be required to recognize
an additional pre-tax charge of $3.1 million under SFAS No. 87.

The restatement of its financial statements referred to above is
not expected to result in any change to the Company's cash
requirements to fund future contributions to the Media pension
plan.

Ampex Corporation -- http://www.ampex.com/-- headquartered in
Redwood City, California, is one of the world's leading innovators
and licensors of technologies for the visual information age.

At September 30, 2004, Ampex Corporation's balance sheet showed a
$139,695,000 stockholders' deficit, compared to a $136,137,000
deficit at December 31, 2003.


ARMSTRONG WORLD: Sees Substantial Delay in Chapter 11 Emergence
---------------------------------------------------------------
Armstrong Holdings, Inc., and Armstrong World Industries, Inc.,
say their "emergence from bankruptcy will be substantially
delayed," after Judge Robreno issued a ruling finding that the AWI
Plan of Reorganization was not confirmable.

As reported in yesterday's edition of the Troubled Company
Reporter, 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 in an Opinion
released Feb. 23.

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 says the net result is a violation of the absolute
priority rule, which prohibits recovery by shareholders if
creditors aren't paid in full.

A full-text copy of the District Court's opinion is available at
no charge at http://bankrupt.com/misc/00-4471-7899.pdf

"The company is studying Judge Robreno's opinion to understand the
full extent of the judge's concerns.  AWI's course of action will
be determined after a careful review of Judge Robreno's opinion
and the company has discussed the options with its advisors and
the other constituencies in the case," Armstrong said in a
statement released yesterday morning.

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.  In 2003,
Armstrong's net sales totaled more than $3 billion.  Based in
Lancaster, Pennsylvania, Armstrong has 44 plants in 12 countries
and approximately 15,500 employees worldwide.  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)


ARMSTRONG WORLD: Inks Settlement & Sale Pacts With Liberty
----------------------------------------------------------
A dispute arose between Liberty Property Holdings, LP, and
Armstrong World Industries with respect to certain amounts AWI
billed to Liberty for electric usage by Liberty Place, an office
building located in Lancaster, Pennsylvania.  Liberty Place used
to house AWI's corporate headquarters before AWI sold the building
to Liberty in 1997.  AWI's floor plant in Lancaster and Liberty
Place presently share certain utility and other services pursuant
to, and as set forth, in Part 2 of a Declaration of Covenants,
Easements, Licenses, Conditions and Restrictions the parties
entered into as part of the sale.

AWI sought to reject Part 2 of the Declaration as an executory
contract pursuant to its Plan of Reorganization.  Liberty
objected.

At the Plan Confirmation Hearing in November 2003, counsel to AWI
represented to the U.S. Bankruptcy Court for the District of
Delaware that the parties had reach an agreement in principle
resolving the rejection issue.  Liberty's objection was
subsequently withdrawn.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that immediately following the
Confirmation Hearing, AWI's counsel was advised that Liberty had
not, in fact, conceded that AWI had the right to terminate its
obligations to provide utilities.  Although the parties had agreed
to work toward the resolution of the logistics and costs involved
in severing the utilities, Liberty intended to reserve its right
to come before the Bankruptcy Court on the issue of whether AWI's
obligations to provide the utilities could be rejected as an
executory agreement.  The Liberty Objection, therefore, is still
pending.

To resolve the disputes among them, the parties have agreed to the
terms of a Settlement Agreement and a corresponding Sale
Agreement, which provide:

   (1) Property to be Transferred

       AWI will sell and convey to Liberty the five buildings
       and approximately 1.66 acres of parking area located at
       the south and east portion of AWI's Lancaster Floor Plant
       parking area.

   (2) Purchase Price

       The purchase price for the Buildings and the Parking Area
       will be $100,001, to be paid in cash or other funds
       acceptable to AWI at closing.

   (3) Easements

       AWI and Liberty will grant each other, as needed, cross
       easements for the purpose of access to existing phone
       lines and electrical wiring, water and sewer easements,
       and other utilities as necessary with respect to the
       premises.  AWI will grant Liberty access to the garage
       and loading docks located on the west side of Buildings
       151 and 152 as needed for reconstruction purposes for
       a period of six to eight weeks from the closing date.

   (4) Conditions Precedent

       Consummation of the transactions contemplated under
       the Sale Agreement will be subject to:

          (i) an environmental phase review acceptable to LPH;

         (ii) satisfactory construction due diligence to be
              completed by Liberty within 60 days of the
              Bankruptcy Court approval of the Sale Agreement;
              and

        (iii) approval by the City of Lancaster of the
              subdivision of the premises on terms and
              conditions mutually acceptable to AWI and
              Liberty.

   (5) Costs

       AWl will pay for subdivision costs related to engineering
       and land surveying services.  Liberty will be responsible
       for the coordination and administration of any zoning,
       sub-division and land development approval processes,
       including the payment of any legal fees or costs
       attendant thereto.

   (6) Electricity and Steam Heat

       Liberty will undertake Liberty Place's conversion, the
       Buildings, and lighting for the Parking Area to a
       source of electric utility services separate from that
       of AWI's.  In addition, Liberty will undertake the
       installation of its own source of steam heat supply
       for Liberty Place and the Buildings separate from that
       of AWI's.  Liberty will notify AWI in writing, and will
       commence utilizing its own source of electric utility
       services, immediately at the completion of that
       conversion or separation.  Provided that Court approval
       is obtained on or before April 1, 2005, the conversion
       or separation will be completed on or before September 1,
       2005.

   (7) Chilled Water

       Liberty will continue to provide chilled water to the
       Floor Plant, provided that AWl meters chilled water usage
       at the Floor Plant and pays Liberty an amount per month
       representative of the actual cost of the chilled water as
       metered.  Liberty may waive the requirement of metered
       chilled water usage and charge AWI a fee -- to be
       determined by mutual agreement of the parties -- during
       those months of chilled water consumption by the Floor
       Plant.  Liberty's obligation to provide chilled water to
       the Floor Plant may be terminated by either party at 90
       days' written notice.

   (8) Municipal Water and Sewer

       Water and sewer service will continue to be provided to
       Liberty Place and the Buildings via the Floor Plant for so
       long as AWI continues to require the existing water feed
       to the Floor Plant.  AWI will bill Liberty, and Liberty
       will pay for the actual cost of its municipal water and
       sewer usage on a monthly basis, without credit or offset
       of any kind.  Should the Floor Plant no longer require
       municipal water and sewer service via the existing water
       feed, then Liberty will arrange for its own water or
       sewer service and separation of the common water line on
       180 days' written notice from AWI.

   (9) Past Due Amounts

       If the Sale Agreement is not consummated for any reason
       -- other than a refusal or failure of AWI to perform its
       obligations -- Liberty will nonetheless be required to
       immediately pay the Past Due Amounts, as defined in the
       Sale Agreement, for prior electric usage to AWI upon
       written demand.

  (10) Amended Declaration

       At settlement, AWI will execute and deliver to Liberty,
       inter alia, appropriate amendments or modifications to
       the Declaration consistent with and required to carry
       out the intention of the Sale Agreement.  The amended
       Declaration will be separately recorded in the Recorder
       of Deeds Office in and for Lancaster County,
       Pennsylvania, and will not be subject to rejection in
       AWI's Chapter 11 case or under the Plan.

  (11) Withdrawal Or Objection

       The objection filed by Liberty against AWI will be deemed
       withdrawn with prejudice.

  (12) Release of AWI and Liberty

       As of the Closing Date, the parties will exchange mutual
       releases.  If the closing does not occur for any reason
       other than:

       * a failure to obtain Court approval of the settlement;

       * a failure to obtain any and all zoning and subdivision
         approvals of the failure of any other condition
         precedent required by the Sale Agreement in connection
         with the transfer of the premises; or

       * a refusal or failure of AWI to perform any of its
         obligations under the Settlement Agreement or the Sale
         Agreement,

       then Liberty's remaining obligations under the Settlement
       Agreement will remain binding.

With respect to the Parking Area, Ms. Booth informs the Court that
there is no possibility that the parties may subsequently agree to
amend the Sale Agreement such that an alternative parking area of
the same or similar acreage and value replaces the Parking Area
presently designated in the Sale Agreement.

Ms. Booth tells Judge Fitzgerald that even if AWI obtains a ruling
in its favor on the issue of rejection, it is unclear how a
practicable solution implementing rejection could be effectuated.
That ruling alone would not remedy the logistical problems
associated with separation of AWI's utility services from
Liberty's.

"As it stands right now, much of the infrastructure is
interconnected, or at the very least, located at buildings
presently owned by AWI," Ms. Booth notes.  "The Settlement and
Sale Agreements represent the most logical and cost-effective
means by which the desired separation can be achieved."

Moreover, even if AWI is permitted to reject Part 2 of the
Declaration, Liberty is likely to pursue a rejection damage claim
against AWI's estate in a substantial amount.

In this regard, the proposed combined price for the Buildings and
the Parking Area is extremely reasonable when one considers their
present condition and status.  Ms. Booth explains that the
Buildings currently are not being utilized by AWI and serve no
further purpose to the Floor Plant yet continue to require heat
and power to sustain their existing state.  The Buildings'
condition continues to deteriorate as the result of deferred
maintenance.  Should AWI desire to occupy the Buildings again, the
cost of the roof repairs and asbestos remediation alone are
estimated at over $300,000.

AWI asks the Court to approve the Settlement Agreement and the
transactions contemplated by the Sale Agreement.

AWI further seeks the Court's permission to substitute, in AWI's
discretion and with Liberty's consent, a parking area of
equivalent or comparable acreage and value in the vicinity of the
Floor Plant -- and to amend the Sale Agreement accordingly --
prior to the closing without the necessity of additional Court
approval.

The Settlement and the Sale Agreements are without prejudice to:

   (i) Liberty's right to file a liquidated or unliquidated
       rejection damages claim with respect to Part 2 of the
       Declaration within the time provided for the Plan if the
       Confirmation Date occurs prior to the Closing Date; and

  (ii) AWI's right to object to or seek estimation of that claim,
       provided, however, that, if that claim is filed, it will
       be withdrawn immediately by Liberty when and if the
       closing under the Sale Agreement occurs.

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)


ATA AIRLINES: Judge Lorch Extends Plan Filing Deadline to May 24
----------------------------------------------------------------
NatTel, LLC, accuses the Non-Chicago Express Debtors of engaging
in questionable financial and other dealings that have likely
caused Chicago Express to suffer substantial harm to its business
and financial affairs for the exclusive benefit of the Non-
Chicago Express Debtors.  NatTel asserts that the Debtors'
exclusive right to propose a plan with respect to Chicago Express
is premature and should not be considered by the Court unless and
until the potential conflicts identified by NatTel in its request
for appointment of an examiner are thoroughly investigated by the
Examiner.

NatTel also contends that the Debtors have failed to establish
that "cause" exists to extend exclusivity for Chicago Express.
The Debtors' bases to extend the exclusive periods have no
applicability whatsoever to Chicago Express.

Aaron L. Hammer, Esq., at Freeborn & Peters, LLP, in Chicago,
Illinois, points out that Chicago Express is not one of the 10
largest airlines in the United States, is not a "leading"
provider of low-cost airline service, conducts no charter or
military operations, and was specifically excluded from obtaining
benefits under the Southwest-ATA code share agreement.  The code
share alliance between ATA Airlines and Southwest fails to
include any markets served by Chicago Express.

Furthermore, under the control of ATA Holdings, Chicago Express
has recently been forced to reduce its aircraft fleet by roughly
50%, furlough roughly 50% of its employees, eliminate the vast
majority of its flights from Chicago-Midway Airport, and retrench
to provide a limited amount of service out of an Indianapolis hub
to a handful of destinations.

NatTel pleads that the Non-Chicago Express Debtors should not be
allowed to hold Chicago Express hostage to a restructuring
process designed to extract value from Chicago Express for their
exclusive benefit.  Other parties-in-interest should be given an
opportunity to propose a plan for Chicago Express which both
preserves its business as a going concern and allows Chicago
Express to investigate and pursue claims it may have against the
Non-Chicago Express Debtors.

                          *     *     *

Judge Lorch grants the Debtors' request over NatTel's protest.
Judge Lorch extends the Debtors' plan filing deadline until
May 24, 2005.

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)


ATA AIRLINES: Wants to Employ KPMG LLP as Tax Advisor
-----------------------------------------------------
ATA Airlines and its debtor-affiliates need a tax advisor to
assist in collecting, analyzing and presenting certain information
in relation to the Debtors' Chapter 11 cases.  The Debtors
selected KPMG, LLP for the position because of the firm's diverse
experience and extensive knowledge in the fields of taxation and
bankruptcy.

KPMG will assist and advise the Debtors on these matters:

   (a) tax planning issues, including, but not limited to,
       assistance in estimating net operating loss carryforwards,
       cancellation of indebtedness income, attribute reduction,
       tax treatment of professional fees, federal taxes, and
       state and local taxes;

   (b) tax consequences of proposed plans of reorganization,
       including, but not limited to, assistance in the
       preparation of Internal Revenue Service  ruling requests
       regarding the future tax consequences of alternative
       reorganization structures;

   (c) transaction taxes and state and local sales and
       use taxes;

   (d) tax matters related to the Debtors' employee retirement
       plans;

   (e) any existing or future IRS, state or local tax
       examinations; and

   (f) other tax related issues.

KPMG will be paid in accordance with its customary hourly rates:

   Partner                               $405 - $455
   Senior Manager                        $365 - $400
   Manager                               $280 - $330
   Senior                                $192 - $210
   Loaned Staff                          $60

KPMG will also be reimbursed for necessary expenses incurred.

Scott E. Moresco, a partner at KPMG, discloses that KPMG has, in
the past or present, provided services for US Airways Group,
Inc., UAL Corp., and Hawaiian Airlines, Inc., in matters
unrelated to their claims or interests in the Debtors' Chapter 11
cases.

Mr. Moresco, however, assures the United States Bankruptcy Court
for the Southern District of Indiana that the firm does not
represent any of the Debtors' creditors, other parties-in-
interest, or their attorneys or accountants, in any matter that
is adverse to the interests of any of the Debtors.  The firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

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


ATLANTIS PLASTICS: Moody's Junks $75 Million Term C Loan
--------------------------------------------------------
Moody's Investors Service assigned ratings to the newly proposed
$220 million secured credit facility of Atlantis Plastics, Inc.,
which represents the company's second proposed financing structure
since January 2005 (refer to Moody's press release dated January
20, 2005 - ratings subsequently withdrawn due to cancellation of
those offerings).

Proceeds from the newly proposed facility are intended to pay a
one-time dividend to existing shareholders of up to approximately
$97 million; to purchase roughly 1 million shares of outstanding
management options (approximately $9 million); to refinance
approximately $86 million in existing indebtedness; and to pay
related transaction fees.

The ratings assigned are:

   * B2 to the proposed $145 million first lien credit facility
     consisting of a $25 million revolver, maturing in 6 years,
     and a $120 million term loan B, maturing in 6.5 years

   * Caa1 to the proposed $75 million second lien term C loan,
     maturing in 7 years

   * B2 senior implied rating

   * Caa2 senior unsecured issuer rating (non-guaranteed exposure)

The ratings outlook is stable.

The ratings are subject to the review of executed documentation.

The ratings reflect the negative effects of the sizable
decapitalization resulting from the proposed $97 million dividend
(albeit reduced from originally proposed $118 million dividend)
combined with the modest free cash flow relative to total pro-
forma debt in the low to mid single digits expected throughout the
intermediate term.  The execution of the proposed transactions
represents a significant leveraging event (pro-forma debt to EBIT
is approximately 7 times and close to 5 times EBITDA) with
moderate EBIT coverage of pro-forma interest expense at
approximately 1.5 times.

The ratings reflect minimal cushion under pro-forma credit
statistics to absorb operating missteps.  In addition to the
company's weak balance sheet, notably the absence of tangible
equity, the ratings incorporate Atlantis Plastics' small revenue
size versus its rated peers, margin pressure from rising raw
material and energy costs (over 50% of the total cost structure),
significant customer concentration, and intense competition
throughout its niche markets.

More positively, the ratings incorporate adequate liquidity
expected throughout the near term as the company should generate
sufficient cash flow from operations to finance working capital
and non-extraordinary capital expenditures.  Access to the
committed $25 million revolver (zero drawings expected at closing)
should remain orderly throughout the period as covenants are to be
set with satisfactory headroom.  Mandatory term amortization
should be low relative to expected cash flow.  Financial covenants
are expected to address maximum total leverage and minimum fixed
charge coverage.

The ratings also recognize the company's solid operating
performance, particularly over the last two years, and its
demonstrated success maintaining average selling spreads in
stretch and custom films during such challenging business
environments.  The company's established relationships with
numerous clients spread amongst various end-markets, as well as
good product diversification across both flexible and hard plastic
products, further support the ratings.

The stable ratings outlook reflects tolerance for modest negative
fluctuations in performance, however the outlook is highly
sensitive to any decline in the ratio of free cash flow to total
debt.  Given the substantial amount of proposed senior leverage,
any prolonged usage under the revolver or any incremental senior
secured debt could put downward pressure on the ratings.  Absent
any positive exogenous event, it is likely that a full year of on-
plan performance or better would be necessary before the ratings
outlook could change to positive.

The B2 rating assigned to the proposed first lien credit facility
reflects its senior position in the pro-forma capital structure.
The magnitude of first lien committed facilities at approximately
65% of total pro-forma committed debt precludes notching above the
B2 senior implied rating.  Outstandings are secured by a first
priority perfected lien on all assets and equity of the borrowers,
Atlantis Plastics and its subsidiaries, as well as of any holding
company existing or to be formed to hold Borrower's equity
securities ("Holdings").  Joint and several guarantees by all
existing and future direct and indirect subsidiaries of the
borrowers and by Holdings support the facility.

The Caa1 rating assigned to the proposed term C loan reflects its
junior position in the pro-forma capital structure as outstandings
are secured by a second priority perfected interest in the same
collateral packaging as the first lien debt.  The two notches down
from the senior implied rating reflect the contractual
subordination to a sizable amount of first lien debt (a minimum of
$120 million at closing) as well as the absence of collateral
coverage under distress.

In Moody's opinion, the severity of loss is much greater for the
second lien debt (serving as the first loss absorber in the pro-
forma capital structure) than the first lien debt and that further
supports the notching.  The junior secured facility is supported
by the same guarantees as the first lien debt.  There is no
mandatory amortization scheduled for the term C loan.

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


CABLEVISION SYSTEMS: Posts $305.8 Mil. Net Loss in 4th Quarter
--------------------------------------------------------------
Cablevision Systems Corporation (NYSE:CVC) reported financial
results for the fourth quarter and full year ended Dec. 31, 2004.

                       Consolidated Results

Consolidated fourth quarter net revenues increased 11% to
$1.4 billion compared to the prior year period, based on continued
strong customer growth in Telecommunications Services as well as
advertising and affiliate revenue growth at Rainbow Media's Core
Networks.  Consolidated fourth quarter operating loss totaled
$279.1 million compared to an operating loss of $46.0 million in
the prior year period.  The higher operating loss results from
higher DBS operating losses, as well as $354.9 million in non-cash
impairment charges at Rainbow DBS to reduce the carrying value of
certain assets.  Consolidated adjusted operating cash flow for the
quarter increased 5% to $261.4 million compared to adjusted
operating cash flow of $250.1 million in the prior year period.
The AOCF growth is driven by higher revenue, offset in part by
higher DBS operating losses and $108.9 million of non-cash
impairment charges at Rainbow DBS.  Adjusted operating cash flow,
a non-GAAP financial measure, is defined as operating income
(loss) before depreciation and amortization, excluding employee
stock plan charges or credits and restructuring charges or
credits.

For the full year 2004, consolidated net revenue increased 18% to
$4.9 billion, driven by the addition of 1.1 million revenue
generating units during the year in Cable Television and revenue
growth at Rainbow Media's Core Networks.  Operating loss for 2004
totaled $59.4 million compared to operating income of $31.7
million in 2003, reflecting the Rainbow DBS impairment charges
discussed above as well as higher Rainbow DBS operating losses.
Full year AOCF rose 15% to $1.3 billion, reflecting the revenue
growth, offset in part by higher Rainbow DBS operating losses and
the $108.9 million Rainbow DBS impairment charge discussed above.
Full year AOCF also includes $106.1 million of one-time payments
and credits at Madison Square Garden recorded in the second
quarter.

Cablevision President and CEO James L. Dolan commented: "2004 was
a remarkable year for Cablevision, highlighted by the
extraordinary success we have had in executing our digital
strategy.  Cablevision is now at the forefront of our industry
with leading penetration rates across all of our consumer services
- video, digital video, high-speed data and voice.  We have also
continued to make significant progress in realizing key financial
and operational goals, which has resulted in the company meeting
or exceeding all of its key guidance objectives for 2004.  Moving
forward, Cablevision is well positioned to continue reaping the
benefits of our operating successes and improved financial
position."

                   Telecommunications Services

Cable Television and Lightpath

For Telecommunications Services, which includes Cable Television
and Lightpath Business Services, fourth quarter 2004 net revenues
rose 14% to $820.5 million; operating income increased 74% to
$113.6 million; and AOCF increased 19% to $325.0 million, all as
compared to the year-earlier period. Full year 2004
Telecommunications Services net revenues rose 15% to $3.1 billion
compared to 2003. Operating income for the full year increased 76%
to $423.1 million and AOCF increased 17% to $1.2 billion, both as
compared to the prior year.

Cable Television

Cable Television, comprised of analog and digital video, high-
speed data (HSD), voice and R&D/Technology, recorded fourth
quarter net revenues of $773.5 million, up 14% compared to the
prior year period.  Operating income increased 70% to $115.0
million and AOCF rose 20% to $304.0 million, each compared to the
year-earlier period.  The increases in revenue, operating income,
and AOCF reflect the addition of 333,273 revenue generating units
for the quarter, reflecting growth in basic and digital video,
high-speed data, and voice customer relationships.

Highlights include:

   -- Revenue Generating Units up 333,273 or 6% for the quarter
      and 1,133,622 or 23% for the year

   -- Basic video customers up 10,788 or 0.4% for the quarter and
      18,307 or 0.6% for the year; third consecutive quarterly
      increase in basic subscribers

   -- iO: Interactive Optimum digital video customers up 145,933
      or 11% for the quarter and 577,530 or 64% for the year

   -- Optimum Online HSD customers up 93,517 or 7% for the quarter
      and 295,519 or 28% for the year

   -- Optimum Voice customers up 83,497 or 44% for the quarter and
      244,038 for the year

   -- Cable television RPS of $87.17, up $3.28 for the quarter and
      $10.48 for the year

   -- Advertising revenue up 25% for the quarter and 10% for the
      year

   -- Full year AOCF margin of 39.2% compared to 38.2% for 2003

Lightpath - Business Services

For the fourth quarter, Lightpath reported $54.5 million in net
revenues, a 20% increase compared to the prior year period.
Operating loss decreased to $1.4 million in the fourth quarter of
2004 compared to an operating loss of $2.3 million in the prior
year period. AOCF was $21.0 million, up 6% from the fourth quarter
of 2003. The revenue and AOCF increases are primarily attributable
to growth in data revenue from both Optimum Online for business
and Lightpath.net and other data transport services over
Lightpath's fiber infrastructure. Net revenue for Lightpath
includes the impact of Optimum Voice call completion activity,
which has no impact on AOCF.

Rainbow Media's Core Networks

Rainbow Media's Core Networks' (AMC, The Independent Film Channel,
WE: Women's Entertainment and Consolidated Regional Sports) fourth
quarter net revenues increased 28% to $214.0 million, operating
income increased from $20.6 million to $74.1 million and AOCF
increased 106% to $95.9 million, each compared to the year-earlier
period. On a pro forma basis, which reflects the consolidation of
Fox Sports Net Chicago and Fox Sports Net Bay Area in 2003, net
revenues and AOCF for the quarter would have increased 6% and 90%,
respectively.

For the full year 2004, net revenues rose 49% to $909.7 million
compared to full year 2003. Operating income for the full year
increased 78% to $271.3 million, while AOCF increased 62% to
$366.7 million, both compared to the prior year. Pro forma for the
consolidation of Fox Sports Chicago and Bay Area, net revenues and
AOCF would have increased 15% and 43%, respectively.

AMC/IFC/WE

Fourth quarter 2004 net revenues increased 13% to $137.0 million
due to a 32% increase in advertising revenue as well as higher
affiliate revenue driven by increases in viewing subscribers.
Operating income increased from $12.4 million to $38.8 million and
AOCF increased 63% to $55.5 million, each compared to the prior
year period. The fourth quarter of 2003 included a $17.9 million
write-down of certain film and programming contracts which, if
excluded, would result in operating income growth of 28% and AOCF
growth of 7% for the fourth quarter of 2004. The operating income
and AOCF growth reflects these revenue increases, offset in part
by higher marketing and programming costs during the period.

Consolidated Regional Sports

Consolidated Regional Sports is comprised of Fox Sports Net
Florida, Fox Sports Net Ohio, Fox Sports Net Chicago and Fox
Sports Net Bay Area (Chicago and Bay Area were consolidated
effective December 12, 2003 and are 60% owned by Rainbow). Fourth
quarter 2004 net revenues rose 67% to $77.0 million, operating
income increased from $8.2 million to $35.2 million and AOCF
increased from $12.4 million to $40.4 million, all as compared to
the prior year period.

Pro forma to reflect the consolidation of Fox Sports Net Chicago
and Fox Sports Net Bay Area in 2003, net revenue decreased 6%, due
primarily to lower advertising revenue. Operating income increased
188% and AOCF increased 145% on a pro forma basis, driven by lower
rights expense and production costs.

Developing Programming/Other

Developing Programming/Other consists of Mag Rack, fuse, Rainbow
Network Communications, News 12 Networks, MetroChannels, Rainbow
Advertising Sales Corp., IFC Entertainment and other Rainbow
developmental ventures. Fourth quarter net revenues increased 2%
to $53.2 million and the operating loss for the quarter declined
to $20.2 million compared to an operating loss of $35.9 million in
the year earlier period. The AOCF deficit for the quarter totaled
$9.0 million compared to an AOCF deficit of $24.6 million for the
prior year period. The lower AOCF deficit is primarily
attributable to higher affiliate and advertising revenue at fuse
and lower expense levels at several of the programming services.

Madison Square Garden

Madison Square Garden's businesses include: MSG Networks, Fox
Sports Net New York, the New York Knicks, the New York Rangers,
the New York Liberty, the MSG Arena complex and Radio City Music
Hall. Madison Square Garden's fourth quarter net revenue was
$298.2 million, a decrease of 8% from the year earlier period,
primarily due to the loss of NHL hockey games during the period,
partially offset by higher revenues at MSG Networks and higher
Knicks ticket revenues. For the fourth quarter, operating income
totaled $41.3 million compared to $11.4 million in the year
earlier period and AOCF was $54.8 million compared to $28.1
million in the year earlier period. The higher operating income
and AOCF is due to several factors, including the MSG Networks and
Knicks revenue impacts, lower Knicks player compensation, the
elimination of certain severance costs incurred in 2003 and lower
expenses at Radio City resulting from changes in the mix of shows.

Rainbow DBS - VOOM

On January 20, 2005, Cablevision Systems Corporation and CSC
Holdings Inc. (collectively, the "Company") entered into a
definitive agreement for Rainbow DBS Company LLC to sell its
Rainbow 1 direct broadcast satellite and certain other related
assets to a subsidiary of EchoStar Communications Corp. for $200
million in cash. On February 10, 2005, the Company announced that
it had signed a letter of intent under which VOOM HD, LLC, a new
private company formed by certain holders of Cablevision Class B
Common Stock, including Charles F. Dolan and Tom Dolan, will
acquire from the Company the business, assets and liabilities of
the Company's Rainbow DBS satellite business not included in the
above mentioned agreement with EchoStar. The parties' obligations
under the letter of intent are subject to the execution of a
definitive agreement by February 28, 2005, and the transaction is
contingent on the Board's approval of the definitive agreement.
There can be no assurance that a definitive agreement will be
entered into or that the transaction will be consummated.

Fourth quarter 2004 revenue, operating loss, and AOCF deficit for
Rainbow DBS were $5.3 million, $449.8 million, and $190.0 million,
respectively. Full year 2004 revenue, operating loss, and AOCF
deficit for Rainbow DBS were $14.9 million, $661.4 million and
$367.1 million, respectively. The fourth quarter and full year
operating loss reflect an impairment charge of $246.0 million,
reflecting management's estimates of the excess of the carrying
value over the fair value of long lived assets, which has been
recorded in depreciation and amortization. In addition, fourth
quarter and full year operating loss and AOCF include $108.9
million of technical and operating expense that reflects the
write-down to net realizable value of certain assets consisting
primarily of equipment inventory and licensed film rights.

Theatres

For the fourth quarter, Clearview Cinemas' net revenue totaled
$21.1 million, a 7% decrease compared to $22.7 million in the
prior year period. The operating loss for the fourth quarter was
$1.8 million compared to an operating loss of $0.7 million in the
prior year period, and AOCF was $1.1 million compared to $1.5
million in the prior year period. For the full year 2004,
Clearview Cinemas' net revenue totaled $80.5 million, a 5%
decrease compared to $84.4 million in the prior year. The full
year 2004 operating loss was $6.5 million compared to an operating
loss of $2.0 million in the prior year, and AOCF was $2.6 million
compared to $5.9 million in the 2003 period.

                        About the Company

Cablevision Systems Corporation -- http://www.cablevision.com/--  
is one of the nation's leading entertainment and
telecommunications companies.  Its cable television operations
serve more than 3 million households in the New York metropolitan
area.  The company's advanced telecommunications offerings include
its iO: Interactive Optimum digital television offering, Optimum
Online high-speed Internet service, Optimum Voice digital voice-
over-cable service, and its Lightpath integrated business
communications services.  Cablevision's Rainbow Media Holdings LLC
operates several successful programming businesses, including AMC,
IFC, WE and other national and regional networks.  In addition to
its telecommunications and programming businesses, Cablevision is
the controlling owner of Madison Square Garden and its sports
teams, the New York Knicks, Rangers and Liberty.  The company also
operates New York's famed Radio City Music Hall, and owns and
operates Clearview Cinemas.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Bethpage, New York-based cable operator Cablevision Systems, Inc.,
and holding company CSC Holdings, Inc., including the 'BB'
corporate credit rating. The ratings were simultaneously removed
from CreditWatch. The outlook is positive.

In addition, Standard & Poor's raised its ratings on Cablevision's
Rainbow Media Enterprises, Inc., and Rainbow National Services LLC
units and removed them from CreditWatch. The corporate credit
rating was raised to 'BB' from 'B'.

"The rating actions follow Cablevision's announcement that it has
a definitive agreement to sell its Rainbow 1 satellite to EchoStar
Communications Corp., along with ground facilities and related
assets, for $200 million," said Standard & Poor's credit analyst
Catherine Cosentino. "Discontinuation of the VOOM satellite
business removes a major uncertainty surrounding Cablevision's
credit profile, given the high business risk and attendant
financing requirements of VOOM. Moreover, discontinuation of the
satellite business is expected to materially improve the company's
financial profile in 2005, given the ongoing start-up losses
associated with VOOM."


CALL-NET ENTERPRISES: Discloses 2004 Q4 Financial Results
---------------------------------------------------------
Call-Net Enterprises, Inc., disclosed its financial results for
the fourth quarter and the year ended December 31, 2004.

"During 2004, our consumer revenue grew by 10 per cent and our
business service by six per cent, accelerated by a strategic
acquisition," said Bill Linton, president and chief executive
officer.  "Continued growth and productivity gains resulted in
improved profitability of the Company.  In the fourth quarter,
local service, data, and wireless revenues provided 52 per cent of
our total revenue and exceeding the total of long distance."

                       Q4 2004 Highlights

Consolidated revenue for the fourth quarter of 2004 was
$211 million, a three per cent increase from the same period last
year.  Revenue included the impact of slightly more than one
month's revenue from the acquisition of a significant portion of
360networks business customers based in eastern Canada from Bell
Canada in November 2004.  Fourth quarter earnings before interest,
taxes, depreciation and amortization (EBITDA) were $32 million, a
$7 million increase from the fourth quarter of 2003.  During the
quarter the Company generated free cash flow (EBITDA less
interest, cash taxes and capital expenditures) of $8 million.

Consistent with previous quarters, year-over-year growth in the
consumer and business services divisions was partially offset by
declines in carrier services.  The Company continued to make
progress selling bundled services to households and small and
medium sized businesses, selling IP Enabled Solutions and enhanced
voice services to businesses, and winning several multi-national
accounts in partnership with Sprint in the United States.  During
the fourth quarter, Call-Net added 99,600 net local equivalent
lines of which 25,500 were consumer lines and 67,900 were
attributed to the Bell/360 acquisition.  Call-Net also finished
the quarter with 30,600 wireless lines.

Consumer services revenue improved compared with the same quarter
in 2003 as increases in local and wireless service revenue more
than offset declines in dial-up Internet and long distance
services.  Revenue from bundled products continued to grow
relative to revenue from stand-alone products.  At the same time
churn on home phone service declined from 2.8 per cent in 2003 to
2.5 per cent in 2004.  Business revenue improved in the fourth
quarter relative to the same period in 2003, fueled by the
acquisition of Bell/360 customers in Eastern Canada and growth in
local and data sales.

"During the quarter we finalized the acquisition of the business
customer base and specific network facilities of 360networks in
Ontario, Quebec and Atlantic Canada.  Revenue from this new
customer base accounted for approximately $8 million of our
consolidated revenue for the fourth quarter and contributed
approximately $1 million of EBITDA.  We expect to finalize the
assets to be acquired and related costs during the second
quarter," added Mr. Linton.

Carrier charges continued to be less than 50 per cent of revenue.
Network optimization, favourable changes in the product mix,
dispute wins, regulated price changes and aggressive contract
negotiations led to an improvement in gross profit, which totaled
$109 million in the fourth quarter, a $2 million increase from the
same period in 2003.

Operating costs for the quarter fell, reflecting productivity
improvements brought about by an organizational realignment.
Total operating costs for the fourth quarter were $77 million, a
six per cent decrease over the same period last year.

The most significant regulatory decision during the quarter was
Telecom Decision CRTC 2004-72, which reduced primary
inter-exchange carrier (PIC) processing charges by up to 90 per
cent in some cases.  PIC processing charges are rates we pay to
the local exchange carrier to set up the automatic routing of long
distance calls to our network.  The decision had a retroactive
component of $2 million, which was credited against fourth quarter
carrier charges.

Telecom Decision CRTC 2005-6 with respect to competitor digital
network services (CDN services) was released on February 3, 2005.
The impact of this decision has not been reflected in the
quarterly results.

                        2004 Highlights

For the year ended December 31, 2004, Call-Net reported total
revenue of $819 million, a two per cent increase from the previous
year.  The consumer business grew by 10 per cent and business
services by six per cent fueled by the sale of new products and
services and the acquisition of Bell/360 customer base in Eastern
Canada.  This growth more than offsets continuing declines in
carrier services.  Call-Net made significant inroads in the local
services market adding 104,800 net consumer lines and 98,500 net
equivalent business lines ending 2004 with 470,900 net equivalent
lines.  Profitability continued to improve with EBITDA at
$105 million compared to $96 million in 2003.

"Our 2004 operating and financial results mark another turning
point in the evolution of our business as we continued to grow
both revenue and EBITDA," said Roy Graydon, executive vice
president and chief financial officer.  "The effects of our
product diversification strategy have resulted in a stronger more
viable company."

                          2005 Outlook

In 2005, Call-Net expects to continue to grow its consumer and
business divisions offset somewhat by continued decline in carrier
services revenue.  Top line revenue is expected to be $870 million
to $885 million, up six to eight per cent from 2004.  On a
consolidated basis, the Company's total revenue mix is expected to
be approximately 33 per cent local and other services, 24 per cent
data and IP services and 43 per cent long distance.

In the consumer market, Call-Net intends to launch a high-speed
Internet access product using next generation digital subscriber
line (DSL) technology during the third quarter.  The focus will
remain on attracting home phone service customers and home phone
service revenue is expected to comprise more than 55 per cent of
total consumer revenue.

The business market will remain highly competitive, particularly
in the large corporate and mid-sized market segments. Growth will
come from the full integration of the Bell/360 business and the
Company's local service, IP-enabled and enhanced voice solutions.
This growth is expected to offset declining long distance revenue.
Call-Net is committed to maintaining a profitable carrier service
operation with anticipated revenue declines in per unit pricing
throughout 2005, offset by declining costs.

Carrier charges should remain at less than 50 per cent of revenue
in 2005.  On February 3, 2005, the Canadian Radio-television and
Telecommunications Commission issued a decision regarding CDN
services provided to competitive local exchange carriers. The
decision is expected to result in annualized savings in carrier
charges of at least $25 million.

EBITDA is expected to be in the range of $125 to $135 million up
19 to 29 per cent over 2004.  After deducting cash interest and
taxes, and capital expenditures, the Company expects free cash
flow of between $16 to $21 million in the year.

Capital expenditures are expected to be in the range of seven to
eight per cent of revenue for 2004, 60 per cent of which will be
invested in growth including the deployment of residential high-
speed access and 40 per cent on maintaining current operations and
improving operational efficiency.

Call-Net Enterprises, Inc., (TSX: FON, FON.NV.B) primarily through
its wholly owned subsidiary Sprint Canada Inc., is a leading
Canadian integrated communications solutions provider of home
phone, wireless, long distance and IP services to households, and
local, long distance, toll free, enhanced voice, data and IP
services to businesses across Canada.  Call-Net, headquartered in
Toronto, owns and operates an extensive national fibre network,
has over 151 co-locations in five major urban areas including
33 municipalities and maintains network facilities in the United
States and the United Kingdom.  For more information, visit
http://www.callnet.ca/and http://www.sprint.ca/

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2004,
Standard & Poor's Ratings Services lowered its ratings on Call-Net
Enterprises, Inc., to 'B-' from 'B' on continued pricing pressures
in long distance and expectations for increased competition in
residential local services beginning in 2005.  At the same time,
Standard & Poor's lowered the ratings on Call-Net's 10.625% notes
due Dec. 2008; US$223.1 million remains outstanding under the
notes.  The outlook remains negative.


CHASE COMMERCIAL: Fitch Upgrades $33M Mortgage Securities to BBB-
-----------------------------------------------------------------
Fitch Ratings upgrades the $33 million class F of Chase Commercial
Mortgage Securities Corp, series 2001, 245 Park Avenue, to 'BBB-'
from 'BB+'.  The action restores the original rating to the class
as the interest shortfalls have been substantially repaid, and the
potential for the loss of principal stemming from litigation
concerning the forced placement of terrorism insurance has been
eliminated.

In addition, Fitch affirms these classes:

     -- $49.3 million class A-1 at 'AAA',
     -- $240.1 million class A-2 at 'AAA',
     -- Interest only class X at 'AAA',
     -- $50 million class B at 'AA';
     -- $60 million class C at 'A';
     -- $11.8 million class D at 'A-';
     -- $40.2 million class E at 'BBB'.

The servicer, GMAC Commercial Mortgage, recently reported that it
reached a settlement agreement with the borrower and that it will
transmit the borrower's payments to the trustee for distribution.
As of the Feb. 14, 2004 distribution date, class F had an interest
shortfall of approximately $1.6 million outstanding.  After
application of the payments to the trust, a nonrecoverable
interest shortfall of approximately $180,000 will remain.  This
interest shortfall is deemed by Fitch to be a de minimus amount.

The collateral for the trust is a fixed-rate nonrecourse $484.4
million loan secured by a first mortgage lien on 245 Park Avenue,
a 44-story, class A midtown Manhattan office building.  The
building is currently 97% leased according to a rent roll dated
Sept. 30, 2004.

Fitch reviewed the year-end Dec. 31, 2003, operating statement
analysis report prepared by GMACCM.  Based on adjustments for
market vacancy and capital items, the Fitch adjusted debt service
coverage ratio is 1.51 times, compared with 1.39x at issuance.
Operating results through September 2004 on an annualized basis
are stable compared with YE 2003.


CHIQUITA BRANDS: S&P Reviewing Single-B Ratings & May Downgrade
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and 'B' senior unsecured debt ratings on fresh fruit and
vegetable producer and distributor Chiquita Brands International,
Inc., on CreditWatch with negative implications.  CreditWatch with
negative implications means that the ratings could be affirmed or
lowered following the completion of Standard & Poor's review.

The Cincinnati, Ohio-based Chiquita had about $468.3 million in
lease-adjusted total debt outstanding as of Dec. 31, 2004.

"The CreditWatch placement follows Chiquita's announcement that it
had entered into a definitive agreement to acquire the Fresh
Express Unit of Performance Food Group for $855 million," said
Standard & Poor's credit analyst Ronald Neysmith.  Fresh Express
is the number-one seller of packaged salads in the United States,
with about a 40% retail market share and approximately $1 billion
in sales.  Chiquita intends to fund the acquisition with a
combination of cash on hand, debt, and preferred stock.  The
transaction is expected to close in the second quarter of 2005.

Mr. Neysmith added, "Although the acquisition will add
geographical diversification to Chiquita's sales, thereby reducing
its reliance on the European market, we believe the firm will be
challenged in the short term to integrate such a large acquisition
while operating in a highly competitive and volatile industry."
Standard & Poor's also believes the additional debt will weaken
Chiquita's credit measures.

Chiquita is a leading producer, marketer, and distributor of
bananas and other fresh and processed foods sold under the brand
name Chiquita as well as other brand names.  In addition to
bananas, the company's fresh products include tropical fruit such
as mangoes, pineapples, melons and kiwi fruits.

To resolve the CreditWatch listing, Standard & Poor's will meet
with Chiquita's management to discuss business and financial
strategies.


COMMERCIAL CLIENT: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Commercial Client Development PLLC
        1058 Thomas Jefferson Street, N.W., Suite 100
        Washington, DC 20007

Bankruptcy Case No.: 05-10616

Chapter 11 Petition Date: February 23, 2005

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Donald F. King, Esq.
                  Odin, Feldman & Pittleman
                  9302 Lee Highway, Suite 1100
                  Fairfax, VA 22031
                  Tel: 703-218-2100
                  Fax: 703-218-2160

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
Richard & Lorraine Fuisz                 $3,000,000
c/o Seth Berenzweiq
2200 Clarendon Blvd., Suite 201
Arlington, VA 22201


COMPUTER EXTENSION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Computer Extension Professionals, Inc.
        P.O. Box 61114
        Columbia South Carolina 29260

Bankruptcy Case No.: 05-02066

Type of Business: The Debtor provides post-implementation SAP
                  software support in the United States.
                  See http://www.cep-inc.com/

Chapter 11 Petition Date: February 23, 2005

Court: District of South Carolina (Columbia)

Judge: Wm. Thurmond Bishop

Debtor's Counsel: G. William McCarthy, Jr., Esq.
                  Robinson, Barton, McCarthy, Calloway
                  & Johnson, P.A.
                  P.O. Box 12287
                  Columbia, SC 29211
                  Tel: 803-256-6400

Total Assets: $1,327,000

Total Debts:  $2,495,754

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Advantage Payroll                          $125,541
c/o Sharon Pifer
PO Box 999
Rock Hill, SC 29731

First Citizens Bank of SC                   $66,000
Bank Card Division
1230 Main Street
Columbia, SC 29201

Norman Miller                               $30,000
1304 SW 160th Ave. Ste. 365
Sunrise, FL 33326

ERPWeb.net                                  $28,180

United Healthcare                           $28,000

Capital Networks                            $13,826

Fortuna Technologies                         $8,866

Nelson Mullins Riley Scarborough             $8,845

American Express                             $8,532

Standard Insurance Co.                       $4,166

Bell South                                   $3,242

Cingular Wireless                            $2,111

Verizon Wireless                             $2,026

Guardian Insurance                           $2,000

Federal Express                              $1,254

Pitney Bowes                                 $1,096

Shell Texaco                                   $525

Data Com Marketing                             $399

Dell Computer                                  $235

Document Systems                               $206


COVAD COMMS: Dec. 31 Balance Sheet Upside-Down by $8.6 Million
--------------------------------------------------------------
Covad Communications Group, Inc. (OTCBB:COVD), a leading national
provider of integrated voice and data communications, reported
revenue for the fourth quarter of 2004 of $107.7 million, a three
percent increase over the $105.0 million reported in the fourth
quarter of 2003, and an increase of $2.0 million from the third
quarter of 2004.

The company reported a net loss for the fourth quarter of 2004 of
$26.0 million, as compared to a net loss of $16.9 million in the
fourth quarter of 2003, and a net loss of $13.8 million.  Loss
from operations for the fourth quarter of 2004 was $25.1 million,
compared to $21.9 million in the fourth quarter of 2003 and
$15.3 million for the third quarter of 2004.

Cash, cash equivalent and short-term investment balances,
including restricted cash and investments, decreased by
$12.3 million to $153.5 million in the fourth quarter of 2004
compared to a balance of $165.8 million at the end of the third
quarter of 2004.

Covad ended the year with approximately 533,200 broadband lines in
service, an increase of 8,300 lines from the third quarter of
2004.  Covad ended the fourth quarter of 2004 with 567 Voice over
IP (VoIP) business customers using approximately 20,500 stations.

"In the fourth quarter we achieved our financial and operational
guidance, and continued to build momentum for Covad VoIP and
broadband services," said Charles Hoffman, president and chief
executive officer of Covad.  "We also completed our nationwide
rollout of Covad VoIP adding new VoIP business customers in 29
states.

"In 2005, we will continue our commitment to aggressively meet the
demand for business-class VoIP services as we move forward in our
first full year as an integrated voice and data provider," Hoffman
continued.  "We will focus on providing the highest-quality
customer experience through product and service innovation in
order to sustain our position as a leader in the hosted VoIP and
broadband business markets."

Earnings before interest, taxes, depreciation and amortization
(EBITDA) for the fourth quarter of 2004 was a loss of $5.5 million
as compared to a loss of $2.2 million in the fourth quarter of
2003 and a profit of $4.1 million in the third quarter of 2004.

The company's wholesale subscribers contributed $77.0 million of
revenue, or 71 percent, while direct subscribers contributed
$30.7 million of revenue, or 29 percent.  As of December 31, 2004,
broadband lines in service were approximately 454,600 wholesale
and 78,600 direct lines, as compared to 445,000 wholesale and
72,000 direct lines reported as of December 31, 2003 and 448,700
wholesale and 76,200 direct lines as of September 30, 2004.  In
the fourth quarter of 2004, Direct VoIP customers increased to
567, with an increase in VoIP stations of 2,600 over the same time
period.

For the fourth quarter of 2004, broadband and VoIP subscription
revenue increased five percent to $90.8 million from $86.5 million
reported in the fourth quarter of 2003, and up from the $88.8
million reported in the third quarter of 2004.  Management uses
broadband and VoIP subscription revenue to evaluate the
performance of its business and believes these revenues are a
useful measure for investors as they represent a key indicator of
the performance of the company's core business.

For the fourth quarter of 2004, gross margin was $38.5 million or
36 percent of revenue, as compared to $31.6 million or 30 percent
of revenue for the fourth quarter of 2003, and $39.7 million or 38
percent of revenue for the third quarter of 2004.  Selling,
general and administrative expenses were $43.5 million for the
fourth quarter of 2004, as compared to $33.8 million in the fourth
quarter of 2003 and $35.5 million for the third quarter of 2004.

"Our fourth quarter results reflect our commitment to building a
world-class VoIP offering.  We invested to create a strong
organization to support our sales and operations efforts
surrounding the Covad VoIP product," said Susan Crawford, interim
Chief Financial Officer.

                      Operating Statistics

   -- At the end of the fourth quarter of 2004, Covad had
      approximately 308,000 consumer and 225,200 business
      broadband lines in service, representing 58 percent and 42
      percent of total broadband lines respectively. Covad had 567
      VoIP business customers as of December 31, 2004. Business
      customers contributed $76.9 million, or 71 percent, of total
      revenue.

   -- Weighted Average Revenue per User (ARPU) for our broadband
      lines was approximately $56 per month during the fourth
      quarter of 2004, in line with the third quarter of 2004.
      Covad VoIP ARPU per customer (excluding resellers) was
      $1,934 per month during the fourth quarter of 2004.

   -- Net customer disconnections, or churn, for broadband lines
      averaged approximately 3.4 percent in the fourth quarter of
      2004, an improvement from 3.6 percent for the third quarter
      of 2004. Net customer disconnects for Covad VoIP was 1.8
      percent for the fourth quarter of 2004.

                        Business Outlook

Covad expects total revenue for the first quarter of 2005 to be in
the range of $105-109 million.  Broadband and VoIP subscription
revenue is expected to be in the range of $89-93 million with
broadband subscriber line growth to be in the range of 10,000-
15,000 lines.  Covad expects its net loss to be in the range of
$27-32 million, and EBITDA loss in the range of $8-11 million.
Net change in cash, cash equivalents and short-term investments,
including restricted cash and investments, in the first quarter of
2005 is expected to be in the range of negative $24-28 million.

                        About the Company

Covad Communications Group, Inc. -- http://www.covad.com/-- is a
leading nationwide provider of broadband voice and data
communications.  The company offers DSL, Voice Over IP, T1, Web
hosting, managed security, IP and dial-up, and bundled voice and
data services directly through Covad's network and through
Internet Service Providers, value-added resellers,
telecommunications carriers and affinity groups to small and
medium-sized businesses and home users.  Covad broadband services
are currently available across the nation in 44 states and 235
Metropolitan Statistical Areas (MSAs) and can be purchased by more
than 57 million homes and businesses, which represent over 50
percent of all US homes and businesses.  Corporate headquarters is
located at 110 Rio Robles San Jose, CA 95134. Telephone: 1-888-GO-
COVAD.

At Dec. 31, 2004, Covad Communications' balance sheet showed a
$8,635,000 stockholders' deficit, compared to a $5,553,000 deficit
at Dec. 31, 2003.


DANA CORP: Posts $133 Million Net Loss in Fourth Quarter
--------------------------------------------------------
Dana Corporation (NYSE: DCN) reported its fourth-quarter and full-
year 2004 results.  During the fourth quarter, Dana took a series
of actions aimed at strengthening its long-term competitiveness
and repositioning the company to better serve its global original
equipment customers.  These actions, which together resulted in
unusual charges of $195 million after tax, included:

   -- completing the divestiture of the automotive aftermarket
      businesses previously held for sale;

   -- announcing two facility closures and other manufacturing
      realignments; and

   -- repurchasing approximately $900 million of long-term debt.

"The aftermarket divestiture, our realignment actions, and the
debt repurchase significantly improved our balance sheet and
financial flexibility.  Our efforts were recognized by two leading
credit agencies, which returned us to investment grade in
December," said Dana Chairman and CEO Mike Burns.  "In addition,
year-over-year sales and net income, excluding unusual items, were
both up significantly despite a challenging operating environment.

"Certainly, we're not yet where we'd like to be.  But the
improvements to our balance sheet and operational performance were
important steps in the continuing transformation of Dana, and I am
proud of what our people accomplished in 2004."

                     Fourth-Quarter Results

Dana posted fourth-quarter sales of $2.3 billion in 2004, compared
to $2.1 billion in the same period of 2003.  This increase was
primarily due to new business and strong sales to commercial
vehicle customers, while favorable currency effects added $73
million.

Including unusual charges for the aftermarket divestiture,
manufacturing realignments, and debt repurchase, Dana recorded a
net loss of $133 million, or 89 cents per share, in the quarter,
compared to net income of $68 million in the same period of 2003.
Excluding unusual charges, net income for the quarter was
$62 million in 2004, compared to the same amount in the fourth
quarter of 2003.

Earnings in the fourth quarter were negatively impacted by the
continuing effects of higher raw material prices.  Net of customer
recoveries, the increased cost of steel alone reduced earnings by
$31 million after tax, compared to the same period in 2003.
Favorably impacting the 2004 results were tax benefits that
resulted primarily from the company's ability to reduce valuation
allowances provided against deferred tax assets in prior periods.

Dana Vice President and Chief Financial Officer Bob Richter
explained, "While reported income was greater than expected, this
was largely due to greater than anticipated tax benefits.  More
important for the long term were the actions taken to strengthen
our financial position.  We improved our net debt-to-capital
ratio, excluding Dana Credit Corporation, from 47 percent at the
start of the quarter -- and 61 percent less than three years ago -
- to less than 35 percent.  This improvement will be reflected in
reduced interest expense going forward.  We also made an extra
contribution of approximately $200 million to our pension plans,
which will reduce future expense and contribution requirements.
And, we are no longer limited by high-yield covenants on our debt.
All of this will enable us to better capitalize on future growth
opportunities."

                        Full-Year Results

Sales increased to $9.1 billion in 2004 from $7.9 billion in 2003,
primarily due to net new business of over $400 million, strong
commercial and off-highway vehicle markets, and favorable currency
effects of $300 million.

Full-year net income was $82 million, or 54 cents per share,
compared to $222 million in 2003.  Unusual items of $180 million
in 2004 included the $195 million of charges recorded in the
fourth quarter plus $15 million of net gains reported earlier in
the year.  Net income in 2003 included $39 million of unusual
gains on divestitures and debt repurchases.

Excluding unusual items, net income in 2004 was $262 million, or
$1.73 per share, compared to $183 million, or $1.23 per share, in
2003.  The margin on higher sales and benefits from the company's
cost-reduction initiatives, as well as tax benefits, more than
offset the impact of increased raw material costs.

"Despite very challenging industry conditions, we made good
progress year over year," said Mr. Burns.  "We had to contend with
increased steel costs, which net of recoveries was $70 million
after tax, mostly in the second half of year.  We also saw a small
decline in North American light vehicle production.  Fortunately,
we had the benefit of new business, strong commercial and off-
highway vehicle markets, and the early returns from our cost-
reduction initiatives.  In particular, during 2004, we
consolidated our light vehicle business units and centralized our
purchasing organization for greater buying leverage."

                           2005 Outlook

"This will be another tough year for the automotive industry as
well as Dana," said Mr. Burns.  "We believe North American light
vehicle production will be flat at 15.8 million units.  We expect
to see continuing pressure on raw material prices and energy
costs, particularly in the first half of the year.  And, as a
company, we will also face the near-term challenge of replacing
the lost earnings from the automotive aftermarket businesses that
were sold, as well as the reduced earnings contribution from Dana
Credit Corporation as we continue to wind that business down.

"On the other hand, we have renewed our focus on our global
original equipment manufacturers.  In fact, we already have an
additional $410 million in net new business, which comes on in
2005.  And we're very optimistic about the outlook for the
commercial vehicle and off-highway markets.  We're anticipating a
13 percent increase in North American Class 8 truck production to
293,000 units.  The combination of these factors should allow us
to increase our 2005 full-year sales to $9.6 billion.

"The increased sales alone, however, will not be enough to offset
the challenges we face.  So we will be relentless in pursuing our
cost-reduction objectives.  We will continue to deploy lean
manufacturing and value engineering throughout the organization
and streamline our administrative processes.  These efforts, along
with better leverage from our consolidated purchasing function,
are expected to gain more momentum and therefore provide greater
benefit to our bottom line as the year progresses.

"We expect Dana's earnings to be lower in the first half of the
year compared to last year mainly due to higher raw material
prices.  Therefore, we're anticipating first-quarter earnings of
17 to 23 cents per share.  Our ability to achieve higher earnings
in the second half of the year is largely dependent on the
successful execution of our cost-reduction programs.  At this
time, our full-year earnings guidance is $1.40 to $1.62 per
share," added Mr. Burns.

                        About the Company

Dana Corporation -- http://www.dana.com/-- people design and
manufacture products for every major vehicle producer in the
world.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles every year.  A
leading supplier of axle, driveshaft, engine, frame, chassis, and
transmission technologies, Dana employs 46,000 people in 28
countries.  The company is based in Toledo, Ohio, and reported
sales of $9.1 billion in 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Fitch Ratings has upgraded Dana Corporation's senior unsecured
debt rating to 'BBB-' from 'BB+' and assigns a rating of 'BBB-' to
new $450 million 10-year senior unsecured notes.

The Positive Rating Watch put in place on Aug. 2, 2004 has now
been resolved as the proceeds from a new issuance of senior
unsecured notes and the sale of the Automotive Aftermarket Group -
- AAG -- will be used to make a voluntary pension fund
contribution and to retire outstanding indebtedness in a tender
offer currently in progress. Including the completion of the
tender offer, approximately $2 billion of Dana's debt is affected
by this rating action.

Fitch's rating action reflects Dana's enhanced liquidity, sharply
improved credit metrics, and improved business profile, as well as
Dana's improved operational performance.


DANIELSON GROUP: Weak Performance Prompts S&P to Junk Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on National American Insurance Co.
of CA, Danielson National Insurance Co., and Danielson Insurance
Co. -- the Danielson Group -- to 'CCCpi' from 'BBpi'.

"The ratings are based on the group's weak operating performance,
very high geographic and product-line concentrations, and
declining surplus position, offset by its strong capitalization,"
said Standard & Poor's credit analyst Puiki Lok.

National American Insurance Co. of CA, Danielson National
Insurance Co., and Danielson Insurance Co. operate in an
intercompany pooling arrangement, with shares of 80%, 10%, and
10%, respectively.

Based in Rancho Domiquez, California, the group writes private
passenger automobile liability, commercial automobile liability,
and automobile physical damage insurance in California, Arizona,
Nevada, and Montana.  In 2001, National American Insurance Co. of
CA exited the workers' compensation business and private passenger
lines outside of California.  The three operating companies are
owned by Danielson Holding Corp. (AMEX:DHC), a Delaware holding
company.

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


DUKE PETROLEUM: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Duke Petroleum Company, Inc.
        8101 Boat Club Road, Suite 315
        Fort Worth, Texas 76179

Bankruptcy Case No.: 05-41771

Type of Business: The Debtor is a distributor of petroleum-based
                  products.

Chapter 11 Petition Date: February 23, 2005

Court:  Northern District of Texas (Ft. Worth)

Judge:  D. Michael Lynn

Debtor's Counsel: J. Robert Forshey, Esq.
                     Julie C. McGrath, Esq.
                     Forshey & Prostok, LLP
                     777 Main Street, Suite 1290
                     Fort Worth, Texas 76102
                     Tel: (817) 877-8855

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ERIE-WESTERN: Fitch Downgrades $6.3 Mil. of Revenue Bonds to BB+
----------------------------------------------------------------
Fitch Ratings downgrades approximately $6.3 million Erie-Western
Pennsylvania Port Authority revenue bonds to 'BB+' from 'BBB-'.
The Rating Outlook is Negative.  The bonds are secured by a pledge
of port operating revenues together with income derived from the
state of Pennsylvania, which is subject to annual appropriation by
the state general assembly.  The series 1996 and series 1997 bonds
have a final maturity in 2016 and 2010, respectively, and were
underwritten by PNC Capital Markets.

The downgrade to 'BB+' reflects the recently announced departure
of a port tenant that provides approximately 25% of total port
operating revenue.  Metro Machine of PA, Inc., a ship repair
company with a nine- year history at the port, announced on Dec.
30, 2004 that it would not renew its lease past Aug. 31, 2005.
Metro Machine's departure will only exacerbate several years of
financial woes at the port during which new project construction
led to escalating operating expenses without matching revenue
growth.

Operating revenue for 2004 equaled $2 million, while operating
expenses equaled $2.5 million, creating an operating deficit for
the sixth consecutive year.  The $519,000 deficit was larger in
2004 relative to prior years because the port gave a one-time
rental credit for $275,000 to a tenant for tenant-initiated
capital improvements.

The port derives 82% of its income from long-term operating leases
and management's inability to regularly adjust these agreements
has lead to revenue growth averaging just 1% per year since 1999.
Operating expenses have increased at a 10% average annual rate
since 1999 as the port completed construction and initiated
operations on several new port projects.  The largest of these was
the Erie Intermodal Transportation Center, a 33,500-square-foot
facility which centralizes the city of Erie's various
transportation modes.  Port management had expected that the
Center's rental income would cover operating expenses, but the
Center has run a combined $242,000 operating deficit in its first
two years of operations.  The port is currently creating a
strategic plan to reduce operating expenses and to garner new
tenants, but the impact of such plans is not yet known.

Management has budgeted a net operating deficit of $13,000 for
fiscal 2005, but the outlook for fiscal 2006, the first fiscal
year following Metro Machine's departure, is highly uncertain.
While management is currently looking for replacement tenants, it
is unlikely that it will be able to replace the full value of the
departing Metro Machine lease.

The port in recent years has become increasingly dependent on its
annual state grant.  Prior to 1999 the grant was allocated to
principal payments on the bonds and toward capital projects, but
beginning with the port's operating losses that year, management
has allocated more of the grant toward operating and debt service
costs.  The $1.7 million state grant received in fiscal 2004
funded $142,000 in operations, $393,000 in capital project
construction, with the remaining $1.2 million paying debt service
on a sum-sufficient basis.  The level of state funding has
historically been stable, with funding levels at $1.5 million
since 1986 before increasing to $2 million in 1997, but slowed
economic growth in Pennsylvania meant a reduction to $1.7 million
for fiscal 2004.  Both management and Fitch expect that the grant
will return to its $2,000,000 level for fiscal 2005, but future
annual legislative appropriation risk is inherent.

The port does retain some flexibility to meet its financial
obligations over the next several years.  The state grant covers
debt service, and unrestricted cash balances of $2.2 million,
combined with a $1.1 million debt service reserve fund, offer the
port the ability to manage operating deficits in the two to four
years until replacement tenants are found.  Improvement in the
port's credit rating is dependent on management's ability to
return to breakeven operations by curbing operating expenses and
by securing additional tenants for both the Intermodal Center and
the space vacated by Metro Machine.  Furthermore, the anticipated
operating deficit for fiscal 2006, if a new tenant is not found,
may require state support in excess of $2 million.  Fitch will
continue to monitor developments at the port.


FALCON PRODUCTS: Court Gives Final OK on $45 Million DIP Facility
-----------------------------------------------------------------
Falcon Products, Inc. (Pink Sheets: FCPR), reported that the U.S.
Bankruptcy Court for the Eastern District of Missouri, granted
final approval of a $45 million debtor-in-possession credit
facility.  The facility provides Falcon with liquidity needed to
sustain normal and uninterrupted operations while it completes its
financial restructuring.  The Court had granted interim approval
of the credit facility on February 2.

"We are very pleased to have the full DIP credit facility in place
as it further enhances our ability to obtain goods and services
from our vendors and service our customers," said Frank Jacobs,
Falcon's chairman and chief executive officer.  "We are making
progress on all fronts with respect to our reorganization plan and
look forward to a timely conclusion of this process which will
reduce Falcon's debt by $145 million, and allow us to emerge as a
cost competitive leader in the global commercial furniture
industry."

As previously announced, a group of bondholders including Falcon's
largest bondholders, Oaktree Capital Management, LLC, and
Whippoorwill Associates, Inc., have agreed in principle to a
reorganization plan that will convert $100 million of Falcon's
Senior Subordinated Notes into common stock and to backstop a
$45 million rights offering to further reduce Falcon's debt.

Although the Company is hopeful that the financial restructuring
and the rights offering will be completed, there can be no
assurances that such restructuring and rights offering will be
completed on the terms outlined above or that any other
restructuring satisfactory to the Company will be completed.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/--design, manufacture, and market
an extensive line of furniture for the food service, hospitality
and lodging, office, healthcare and education segments of the
commercial furniture market.  The Debtor and its eight debtor-
affiliates filed for chapter 11 protection on January 31, 2005
(Bankr. E.D. Mo. Case No. 05-41108).  Andrew M. Parlen, Esq., Eve
H. Karasik, Esq., Jeffrey C. Krause, Esq., Marina Fineman, Esq.,
Robert A. Greenfield, at Stutman, Treister & Glatt, PC, and Brian
Wade Hockett, Esq., and Mark V. Bossi, at Thompson Coburn LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.  On Jan. 31, the
Company entered into an agreement in principal with the holders of
a majority in principal amount of its Senior Subordinated Notes to
convert $100 million of Falcon's Senior Subordinated Notes into
common stock and to create a $45 million rights offering for
holders of the Senior Subordinated Notes to further reduce its
debt.


FC CBO: S&P Junks 2nd-Priority Notes & Reviews Senior Notes Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the senior
notes issued by FC CBO Ltd./FC CBO Corp. on CreditWatch with
positive implications.  FC CBO Ltd./FC CBO Corp. is an arbitrage
CBO transaction.

The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the senior
notes since the previous rating action in August 2003.  The
primary factor was an increase in the level of
overcollateralization available to support the senior notes due to
de-levering of the senior notes.  According to the most recent
trustee report, dated Feb. 10, 2005, the senior par value test was
at 114.30%, up from a ratio of 104.1% at the time of the
Aug. 12, 2003, rating action.  FC CBO Ltd. carries defaulted
securities at zero value in its par value tests.

As part of its analysis, Standard & Poor's will be reviewing the
results of the current cash flow runs generated for FC CBO Ltd./FC
CBO Corp. to determine the level of future defaults the rated
tranches can withstand under various stressed default timing and
LIBOR scenarios, while still paying all of the rated interest and
principal due on the notes.  The results of these cash flow runs
will be compared with the projected default performance of the
performing assets in the collateral pool to determine whether the
rating assigned to the notes remains consistent with the credit
enhancement available.

             Rating Placed On CreditWatch Positive
                           FC CBO Ltd.

                                     Rating
             Class            To               From
             -----            --               ----
             Senior notes     BB-/Pos          BB-


                       Outstanding Rating
                           FC CBO Ltd.

              Class                         Rating
              -----                         ------
              Second-priority notes         CC

Transaction Information

Issuer:             FC CBO Ltd.
Co-issuer:          FC CBO Corp.
Current manager:    Prudential Investment Management
Underwriter:        Goldman Sachs
Trustee:            JPMorgan Chase Bank
Transaction type:   Arbitrage corporate high-yield CBO

Tranche                            Initial  Prior   Current
Information                        Report   Action  Action
-----------                        -------  ------  -------
Date (M/YYYY)                      7/1997   8/2003  2/2005

Senior note rating                 AA       BB-     BB-/Watch Pos
Senior note balance (mil. $)       802.50    526.44  260.81
Second-priority note trg.          BBB       CC      CC
Second-priority nt. bal. (mil. $)  92.50     109.10  123.496


FEDERAL-MOGUL: Dec. 31 Balance Sheet Upside-Down by $1.925 Billion
------------------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) reported its financial
results for the three and twelve month periods ended December 31,
2004.

Federal-Mogul reported net sales of $1,548 million and $6,174
million for the three and twelve month periods ended December 31,
2004, representing an increase of 10% and 12%, respectively, over
comparable periods of 2003.  New business, increased OE and
Aftermarket volumes, as well as favorable foreign currency drove
these increases.

Gross margin increased by $7 million, or 3%, and $90 million, or
8%, during the three and twelve-month periods ended December 31,
2004, respectively, as compared to the same periods in 2003.
Gross margin as a percentage of sales decreased due to the adverse
impact of raw material cost inflation, particularly ferrous metals
and hydrocarbon-based materials.

The Company reported a loss from continuing operations before
income taxes of $209 million and $189 million for the three and
twelve-month periods ended December 31, 2004.  Losses in both of
these periods were driven by asset impairment charges totaling
$240 million and $276 million, respectively.  During December
2004, the Company recorded a $194 million impairment charge
against goodwill relating to the Company's global Sealing Systems
business pursuant to the Company's annual valuation of goodwill
performed in connection with the requirements of SFAS No. 142.
Additionally, the Company recorded tangible asset impairments of
$46 million, which are primarily related to the Company's European
Powertrain operations.  The goodwill and other asset impairments
were recorded to adjust the related asset carrying values to their
estimated fair values based on current projections of future asset
recoverability.

Including discontinued operations and excluding impairment
charges, Chapter 11 and Administration expenses, restructuring
costs, interest expense, depreciation and amortization, and
asbestos charges, the Company recognized Operational EBITDA of
$187 million and $633 million for the three and twelve-month
periods ended December 31, 2004, representing an increase over the
similar periods in 2003 of $41 million and $76 million,
respectively.  Included within the Operational EBITDA increase for
both periods is a $46 million gain on an insurance settlement
related to assets destroyed in a fire at the Company's Smithville,
TN Aftermarket distribution center on March 5, 2004 that more than
compensated for inefficiencies incurred earlier in the year from
the fire.  Management believes that Operational EBITDA provides
useful information as it most closely approximates the cash flow
associated with the operational earnings of the Company.
Additionally, management uses Operational EBITDA to measure the
profitability performance of its operations.  A reconciliation of
Operational EBITDA to the Company's loss from continuing
operations before income taxes for the three and twelve month
periods ended December 31, 2004 and 2003 has been provided.

"We are pleased with our new business growth and increased sales
volumes in both the OE and Aftermarket segments," said Chairman of
the Board and Interim Chief Executive Officer Steve Miller.
"Despite the success we have had in meeting our operational
challenges, we continue to suffer from our industry's inability to
adequately price for the extraordinary material cost increases
incurred in 2004."

               Three Months Ended December 31, 2004

Federal-Mogul reported fourth quarter 2004 net sales of $1,548
million, an increase of $141 million or 10% when compared to net
sales of $1,407 million for the same period in 2003.  New business
and increased volumes in OE and Aftermarket sectors accounted for
$92 million of the year-over-year sales increase, while favorable
foreign currency contributed $60 million.  These favorable factors
were partially offset by customer price reductions.

Gross margin increased $7 million or 3% during the fourth quarter
of 2004, as compared with the fourth quarter of 2003.  New
business and increased volumes contributed $26 million to this
increase in gross margin.  This was partially offset by the
unfavorable impact of $14 million of raw material cost inflation
and customer price reductions in excess of productivity
improvements from the Company's ongoing cost reduction and
restructuring activities.

The Company reported a loss from continuing operations before
income taxes of $209 million during the fourth quarter of 2004,
compared with a loss from continuing operations before income
taxes of $105 million for the same period in 2003.  The fourth
quarter 2004 loss is primarily attributable to $240 million of
combined intangible and tangible asset impairment charges relating
to the Company's global Sealing Systems operations and its
European Powertrain operations, respectively.  These impairment
charges were partially offset by the $46 million gain on insurance
settlement related to the Smithville, TN fire.

Operational EBITDA increased $41 million, or 28%, to $187 million
for the quarter ended December 31, 2004 as compared to $146
million for the same period of 2003.  This increase includes the
$46 million gain from the Smithville, TN fire.  The Company's
operational improvements during the quarter were more than offset
by raw material cost inflation and customer price reductions.

The Company recorded income tax expense of $66 million on a loss
from continuing operations before income taxes of $209 million,
compared to income tax expense of $2 million on a loss from
continuing operations before income taxes of $105 million for the
same period in 2003.  Income tax expense resulted from taxable
income generated by certain international subsidiaries, non-
recognition of income tax benefits on United Kingdom operating
losses and non-deductible items in certain foreign jurisdictions
and in the United States, including goodwill impairment.

               Twelve Months Ended December 31, 2004

Net sales increased $651 million or 12% to $6,174 for the twelve
months ended December 31, 2004 as compared to $5,523 million for
the same period in 2003.  The increase in net sales was driven by
$487 million of new business and increased volumes across OE and
Aftermarket sectors.  Favorable foreign currency of $256 million
was partially offset by customer price reductions and the adverse
impact on Aftermarket sales for products serviced by the Company's
Smithville, TN distribution center that was destroyed by fire in
March 2004.

Gross margin for the twelve-month period ended December 31, 2004
increased by $90 million or 8% as compared to the same period in
2003.  Gross margin was favorably impacted by new business and
increased volumes of $169 million and by favorable foreign
currency of $41 million.  These items were partially offset by $64
million of the net unfavorable impact of raw material cost
inflation and customer price reductions in excess of productivity
improvements from the Company's ongoing cost reduction and
restructuring activities.

The Company recognized a loss from continuing operations before
income taxes of $189 million and $116 million for the twelve-month
periods ended December 31, 2004 and 2003, respectively.  The loss
from continuing operations before income taxes for the twelve-
month period ended December 31, 2004 is attributable to a $276
million asset impairment charge.  This impairment charge includes
$194 million of goodwill impairment relating to the Company's
global Sealing Systems operations and $82 million of tangible
asset impairments, primarily relating to the Company's global
Powertrain operations.  These impairment charges were partially
offset by the $46 million gain on the Smithville, TN fire
insurance settlement.  Additionally, the Company reached a
favorable settlement of an outstanding bankruptcy claim resulting
in a $19 million gain that was recorded as a reduction of Chapter
11 and Administration related reorganization expenses for the
twelve months ended December 31, 2004.

Operational EBITDA increased $76 million, or 14%, to $633 million
for the year ended December 31, 2004 as compared to $557 million
for the same period of 2003.  This increase includes the $46
million gain from the Smithville, TN fire, which more than offset
inefficiencies incurred earlier in the year related to the fire.
The remaining $30 million represents basic earnings improvements
resulting from the Company's ongoing cost reduction efforts and
efficiency improvements achieved through restructuring activities,
as well as higher sales resulting from its ability to offer value
adding high quality products.

The Company recorded income tax expense of $136 million on a loss
from continuing operations before income taxes of $189 million,
compared to income tax expense of $53 million on a loss from
continuing operations before income taxes of $116 million for the
same period in 2003.  Income tax expense resulted from taxable
income generated by certain international subsidiaries, non-
recognition of income tax benefits on United Kingdom operating
losses and non-deductible items in certain foreign jurisdictions
and in the United States, including goodwill impairment.

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.

At Dec. 31, 2004, Federal-Mogul's balance sheet showed a
$1.925 billion stockholders' deficit.


FLYi INC: S&P May Up Junk Rating After Reviewing Restructuring
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on FLYi, Inc., (CC/Watch Dev/--) to developing
from negative, following conclusion of the company's restructuring
and payment of deferred interest on rated convertible notes.
Dulles, Virginia-based FLYi is the parent of Independence Air, a
small airline based at Washington Dulles International Airport.

"FLYi's financial restructuring provides near-term relief through
deferral of aircraft lease and debt obligations, though the
company's financial condition remains precarious," said Standard &
Poor's credit analyst Betsy Snyder.

The restructuring includes return of 24 regional jets and 21
regional turboprop planes to lessors and lenders, and deferral
(but not reduction) of some payments on financings backed by
another 52 regional jets.  Contingent obligations on another 30
Dornier 328 regional jets, which would have required payments by
the company if Delta Air Lines, Inc., were to default, were
terminated in negotiations with lessors.  Aircraft obligations
securitized into the rated enhanced equipment trust certificates,
series 1997-1, are not affected. FLYi had missed a Feb. 15, 2005,
interest payment on its 6% convertible notes due 2034, but paid
the amount due on Feb. 18, within the notes' 30-day grace period.

Independence Air is in the process of seeking to convert itself
from a regional airline to a low-cost carrier that uses 132-seat
A319 jets, as well as its 50-seat regional jets.  The airline has
22 A319 aircraft on order (and six currently in service).  FLYi
has incurred heavy losses in recent quarters and projects that its
fourth-quarter 2004 loss will approach its $83 million
third-quarter deficit.  Prospects for achieving the transformation
to a low-cost carrier, while helped by the financial
restructuring, remain uncertain.  Ratings will be reviewed in
light of the recent developments and could be raised modestly to
reflect the company's improved liquidity.  Alternatively, the
corporate credit rating could be lowered to 'SD' (selective
default) if Standard & Poor's concludes that terms of the various
financial restructurings represent the equivalent of a default.


HILITE INT'L: Moody's Withdraws B3 Rating on $150MM Senior Notes
----------------------------------------------------------------
Moody's Investors Service withdrew the B3 rating for Hilite
International, Inc.'s. proposed senior unsecured notes, which
rating had only recently been assigned on January 31, 2005.  The
withdrawal action was taken in response to the company's decision
to terminate this notes offering.  Management cited adverse market
conditions as the reason that the offering was canceled

Moody's additionally placed all remaining ratings for Hilite
International, Inc. and its indirect subsidiary Hilite Industries,
Inc. ("Hilite") on review for possible downgrade.  Moody's review
will be likely concluded within the next two months, after
providing Hilite with sufficient time to identify realistic
options for alternative sources of incremental liquidity.

Absent a full or partial refinancing transaction and/or a material
amendment to its existing credit agreement, Hilite International
faces stepped-up principal amortization requirements for its
existing term loans, earlier average debt maturities, and pressure
to meet the financial tests presently in effect.  The company is
simultaneously being challenged by weakening industry conditions.

The specific rating withdrawn is:

   * B3 rating for Hilite International, Inc.'s proposed $150
     million of guaranteed senior subordinated unsecured notes due
     2012, to be initially issued under Rule 144A;

The specific ratings for Hilite International, Inc., Hilite
Industries, Inc., and Hilite Germany GmbH & Co. KG were placed
under review for possible downgrade:

   * B1 ratings for Hilite Industries, Inc.'s and Hilite Germany
     GmbH & Co. KG's approximately $250 million-equivalent of
     guaranteed senior secured bank credit facilities, consisting
     of:

     * $50 million revolving credit facility due March 2008;

     * $125 million term loan A due March 2009;

     * Euro 60 million term loan due March 2009;

     * B1 senior implied rating (currently located at Hilite
       International, Inc.);

     * B2 senior unsecured issuer rating (currently located at
       Hilite International, Inc.)

Proceeds from the canceled senior subordinated notes offering,
together with an initial drawdown under a proposed new $85 million
senior secured revolving credit facility, were to be used to
refinance the existing senior secured facility outstandings.  The
net result would have extended debt maturities, alleviated
principal amortization schedules, and relaxed financial covenant
requirements.  The execution of the new $85 million revolving
credit facility had notably been conditioned upon a successful
notes offering.

Moody's review will focus on Hilite Industries' delineation of a
feasible alternative strategy to partially recapitalize the
company's balance sheet in order to enhance prospective liquidity.
The outcome of Moody's review for possible downgrade will focus on
Hilite's expected ability to satisfy near-to-intermediate term
principal and interest debt service requirements while continuing
to invest sufficiently in the operations of the business.  In
order to remain competitive, it is essential that Hilite continue
to support critical R&D spending, new product development,
initiatives to improve manufacturing efficiency, capital equipment
spending, growth in working capital, and other business drivers.

Failure to improve the company's liquidity position could result
in an incremental downgrade of the existing ratings versus the
January 31, 2005 rating actions.  If there is a reasonable
resolution to the current liquidity situation in the opinion of
Moody's the existing ratings would likely be confirmed.  The
rating outlook in this case could be reset at either stable or
negative, depending upon the exact terms of the proposed new debt
structure.

Please note that should Hilite Industries' ultimate resolution of
efforts to enhance liquidity not result in the issuance of any
debt at Hilite International, Inc.  Moody's would likely reassign
the corporate level senior implied and senior unsecured issuer
ratings back at Hilite Industries, Inc., where the balance of the
company's rated debt resides.

Please refer to Moody's press release dated January 31, 2005 for a
detailed discussion of the key operating drivers which could
impact Hilite Industries' ratings prospectively.

Hilite International, Inc., headquartered in Cleveland, Ohio, is a
designer and manufacturer of highly-engineered, valve-based
components, assemblies, and systems used principally in powertrain
(engine and transmission) applications for the automotive market.
Products offered include camphasers, diesel valves, cylinder
deactivation valves, and emissions control units for engine
applications; solenoid valves and proportioning valves for
transmission applications; and brake proportioning valves, and
wheel cylinders for brake applications.  The majority of Hilite's
equity is owned by a combination of private equity sponsors and
several members of management.  The company's annualized revenues
approximate $400 million.


HLD VENTURES LLC: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: HLD Ventures, L.L.C.
        157 East 1700 South
        Salt Lake City, Utah 84115

Bankruptcy Case No.: 05-22294

Chapter 11 Petition Date: February 18, 2005

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Howard P. Johnson, Esq.
                  352 East 900 South
                  Salt Lake City, UT 84111
                  Tel: 801-359-7987

Total Assets: $1,754,110

Total Debts:  $615,846

Debtor's 2 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Val Stokes                                 $200,000
1090 North Valley View Drive
Tremonton, UT 84337

LW Miller Transportation Holding, Inc.     $150,000
1050 W. 200 N.
Logan, UT 84321


HUDSON'S BAY: Will Release Fourth Quarter Results on March 10
-------------------------------------------------------------
Hudson's Bay Company is scheduled to release fiscal 2004 and
fourth quarter results on March 10, 2005.  The financial targets
for 2006 through 2008 communicated to the market in September 2003
are currently under review.  The Company reported expected
earnings per share of between $0.90 and $0.93 for the year-ended
January 31, 2005, as compared to $0.89 per share in the previous
year.

The reported earnings per share will reflect the impact of several
non-recurring adjustments, including a $0.14 per share gain on the
sale of the former Bay store in Victoria, British Columbia; an
$0.04 income tax benefit arising from various issues; an $0.05 per
share charge related to severance costs, (it is anticipated that
an additional severance charge of approximately $0.06 per share
will be taken in the first quarter of 2005; in total this will
result in approximately $11 million in annualized savings) and a
$0.04 charge from the application of the recently adopted EIC-144
Vendor Rebate accounting standard.  After excluding these
adjustments, the normalized earnings per share is expected to be
between $0.80 and $0.83 per share.

The change from previous guidance for 2004 results from a
shortfall to sales and gross margin as compared to internal
forecasts.  Comparable stores sales for the fourth quarter (based
on a 13 week period) declined 2.6 percent and the gross margin
rate was approximately 125 basis points below expectations and
last year.  Inventories remain current and in line with last
year's levels, a result of the additional markdowns incurred in
the quarter.  The shortfall in sales was experienced primarily in
the Ontario market during the month of December.

The Company remains committed to creating value through the
execution of its strategic plan and continues to be encouraged by
the results being realized through its new merchandising and
operating structures.  The Company is confident that the recent
changes in leadership structure and a number of related business
decisions will maximize those elements of the franchise that are
delivering incremental growth, while accelerating and improving
the speed of execution of the strategic plan.

The figures included herewith are still subject to additional
review by the Company, the year-end audit process and final
approval by the Board of Directors.  In addition, the Company is
currently reviewing its existing practices with respect to lease
accounting as a result of recently announced restatements by
public companies arising from the recent clarification by the SEC
of its interpretation on various lease accounting matters.  The
Company will announce any material impact as a result of the
review should it be required.  Any financial impact would be
non-cash in nature.

Hudson's Bay Company (S&P, BB+ Long-Term Corporate Credit and
Senior Unsecured Debt Ratings, Negative Outlook), established in
1670, is Canada's largest department store retailer and oldest
corporation.  The Company provides Canadians with the widest
selection of goods and services available through retail channels
that include 550 stores led by the Bay, Zellers and Home
Outfitters chains.  Hudson's Bay Company is one of Canada's
largest employers with 70,000 associates and has operations in
every province in Canada.


INSPEX INC: Court Confirms First Amended Plan of Reorganization
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
confirmed the First Amended Plan of Reorganization of Inspex,
Inc., on Jan. 4, 2005.

The Debtor filed their Plan of Reorganization on Oct. 29, 2004,
after completing the sale its software division and wafer
inspection segment of the business.  The sale of its WIS Division
to KLA-Tencor, Inc., fetched $4.5 million and the transaction
closed on Sept. 24, 2004.  The Debtor received $2.1 million from
the sale of its DMS Division to August Technology Corporation.
The Debtor will also receive a percentage of the revenues from the
DMSVision software until July 2005, as provided by the purchase
agreement.  The DMS Division sale closed on July 27, 2004.

The Debtors filed their First Amended Plan on Dec. 7, 2004.

Although solvent when it filed for chapter 11, the Debtor sought
bankruptcy protection to wind down its WIS Division in a manner,
which minimized disruption to the Debtor's remaining business.
The WIS Division was burdened by escalating expenses, reduced
revenues, price erosion and fierce competition.  Boston Corporate
Finance, as valuation consultant, assisted the Debtor in its
effort to phase out the WIS Division and the DMS Division.

                       Terms of the Plan

These claims will be paid in full on the effective date:

   * administrative claims,
   * tax claims, and
   * priority claims

The Debtor expects to pay around $250,000 for all those claims.

Holders of general unsecured claims will be paid in full, in cash,
with interest from the bankruptcy petition date, Nov. 21, 2003, to
the date of payment at the legal rate as required by Section
726(a)(5) of the Bankruptcy Code.  The Debtor expects to pay
around $500,000 to satisfy General Unsecured Claims

Claimholders asserting a right to prosecute causes of action
against the Debtor will be allowed to proceed against the Debtor
in an appropriate non-bankruptcy forum, but only to the extent and
limit of coverage under one or more applicable insurance policies.
Other than that, litigation claimholders receive no distribution
from the Debtor's estates.

Photonics Management Corporation has agreed to subordinate its
$12,915,560 prepetition claim and its $551,213 postpetition claim.
Photonics Management is also entitled to $7,756,622 of income tax
refunds as a result of the Debtor's operating losses.  Photonics
Management will receive whatever is left in a $1 million
Reorganization Reserve Fund (funded with the Debtor's cash) after
all administrative, tax, priority, and unsecured claims are paid.

Photonics Management, as the sole shareholder, will retain its
equity interest in the company

Photonics Management agreed to contribute $2 million in working
capital to the reorganized company, if needed.

The Plan provides for the release of all claims against the Debtor
and its immediate and ultimate parent companies -- Photonics
Management and Hamamatsu Photonics KK, of Hamamatsu, Japan.

                      Reorganized Business

The Reorganized Company will focus its efforts on:

   * selling software to support failure analysis for
     semiconductor manufacturing;

   * managing data from high-throughput function drug screening
     systems and related equipment; and

   * using its software for medical image data management,
     especially positron emission tomography -- PET, computerized
     tomography -- CT, and magnetic resonance imaging -- MRI.

Inspex, Inc. -- http://www.inspex.com/-- is an innovative
developer of data management and wafer inspection systems for the
semiconductor industry.  The company filed for Chapter 11 relief
on November 21, 2003 (Bankr. Mass. Case No. 03-46714).  Melvin S.
Hoffman, Esq., at Looney & Grossman represents the Debtor in its
restructuring efforts.  When the debtor filed for protection
against its creditors, it disclosed total assets of $14,441,579
and total debts of $11,419,438.


INTERACTIVE BRAND: Taps Corporate Revitalization to Manage iBill
----------------------------------------------------------------
Interactive Brand Development (trading symbol:IBDI) said on
Feb. 12, 2005, its board of directors approved the engagement of
Corporate Revitalization Partners LLC, a national advisory firm to
assist IBD in the management of its subsidiary, Internet Billing
Company.

Pursuant to the terms of engagement, CRP has staffed senior
executives on site at IBD's corporate headquarters in Deerfield
Beach, Florida.  CRP will advise IBD on the day-to-day management
of iBill.  CRP will also advise IBD on general corporate matters.

In October 2004, CRP was the recipient of the Turnaround of the
Year Award as awarded by the Turnaround Management Association, an
international trade organization.  Access to more information
about CRP is available at http://www.crpllc.net/

The engagement provides for certain performance based incentive
payments based on predetermined financial goals.  The term of the
engagement commenced as of February 12, 2005 and will continue
until termination by either party, although IBD may not terminate
CRP prior to June 12, 2005.  The length of the engagement is not
determinable at this time.

"CRP has recent demonstrable success that our board determined
would be valuable to our company and our shareholders, including
advising our company in stock exchange compliance, financial
reporting, controls and procedures, as well as assisting us in
management of our daily operations," said Steve Markley, CEO of
IBD.  "We believe that CRP, as a national advisory firm with
expertise in managing the turn around of businesses, will provide
a great benefit to our company," added Mr. Markley.

                        About the Company

Interactive Brand Development, Inc. is a media and marketing
holding company that owns Internet Billing Company (iBill), a
leading online payments company, and owns a significant interest
in Penthouse Media Group (PMG), publisher of Penthouse Magazine, a
brand-driven global entertainment business founded in 1965 by
Robert C. Guccione.  PMG's flagship PENTHOUSE(TM) brand is one of
the most recognized consumer brands in the world and is widely
identified with premium entertainment for adult audiences.  PMG is
operated by affiliates of Marc Bell Capital Partners, LLC. IBD
also has investments in online auctions and classic animation
libraries.
                          *     *     *

                      Auditors Express Doubt

On Jan. 15, 2003, Care Concepts dismissed Angell & Deering as
its principal accountants and auditors.  A&D's report on the
Company's financial statements expressed substantial doubt about
the Company's ability to continue as a going concern.  On
Jan. 15, 2003, William J. Hadaway was hired to review the
Company's 2002 financial statements.  On Oct. 30, 2003, Care
Concepts dismissed WJH.  WJH shared A&D's doubts.  Effective
Oct. 30, 2003, the Company engaged the accounting firm of
Jewett, Schwartz & Associates as its new independent accountants
to audit the financial statements for the fiscal year ending
Dec. 31, 2003.

At Sept. 30, 2004, the Company's balance sheet shows $595,034
in current assets and $631,678 in current liabilities.
The company balance sheet shows that it's solvent, with $6.4
million in shareholder equity.  The company's posted recurring
losses and reports negative cash flows from operations.


INTERFACE INC: Posts $4.4 Million Net Loss in Fourth Quarter
------------------------------------------------------------
Interface, Inc. (Nasdaq: IFSIA), a worldwide floorcoverings and
fabrics company, reported results for the fourth quarter and full
year ended January 2, 2005.

Fourth quarter 2004 results included a 14.6% increase in sales to
$232.6 million, from $202.9 million in the year ago period.
Operating income was $15.3 million in the fourth quarter 2004, a
29.3% increase over operating income of $11.8 million in the
fourth quarter 2003.  Income from continuing operations was $1.9
million in the fourth quarter 2004, compared with income from
continuing operations of $0.5 million in the fourth quarter 2003.

As previously announced, the Company is exiting the owned dealer
business.  Consequently, it is reporting the results of operations
for its owned Re:Source dealer businesses (as well as a small
Australian dealer business and a small residential fabrics
business) as "discontinued operations," in accordance with
accounting standards.  Those operations yielded a fourth quarter
2004 after-tax operating loss of $2.7 million.  The Company's 2004
fourth quarter results also included a loss of $3.5 million,
after-tax, related to the disposal of certain dealer businesses.

In comparison, in the fourth quarter of 2003, the Company recorded
a charge of $1.6 million in connection with its previously-
announced restructuring initiative designed to rationalize
manufacturing operations in its fabrics division and further
reduce worldwide workforce.  Additionally, the fourth quarter 2003
results included a loss from discontinued operations of $4.6
million, composed of a $0.8 million operating loss related to the
Company's U.S. raised/access flooring business and a $3.8 million
operating loss primarily related to the dealer businesses.

Net loss for the fourth quarter 2004 was $4.4 million, compared
with a net loss in the fourth quarter 2003 of $4.1 million.

"In 2004, we benefited from record sales in our U.S. modular
business, improving trends in the corporate office market, an up-
tick in our broadloom business, as well as our market segmentation
strategy and cost reduction initiatives," said Daniel T. Hendrix,
President and Chief Executive Officer.  "Consequently, we were
able to attain year-over-year growth in both sales and operating
income in every quarter in 2004.  Order activity remained robust
throughout the year, with fourth quarter orders up almost 21% to
$247.7 million, compared with the fourth quarter of last year.  We
expect this momentum to continue in 2005."

Mr. Hendrix continued, "Our worldwide modular business continued
to gain market share, as Interface leads and shapes the expansion
of this growth market.  Sales in our worldwide modular business
grew 21% for the fourth quarter 2004 because of the improving
corporate office market and the success of our penetration into
the non-corporate office markets.  The increasing diversity in our
end-markets also enabled us to deliver broadloom sales growth of
2% in the fourth quarter 2004, while cost-cutting initiatives and
improvements in manufacturing efficiencies further contributed to
broadloom operating profitability.  While sales in our fabrics
business for the fourth quarter 2004 were up only slightly, the
business experienced a $10 million turnaround in operating
profitability over the course of the year.  We expect this
business to become profitable again in the first quarter of 2005,
underscoring the streamlining we have worked so hard to achieve
over the past several quarters."

For the full year 2004, sales were $881.7 million, compared with
$766.5 million for the same period a year ago, an increase of
15.0%.  Operating income for the full year 2004 increased to $60.7
million, from $31.4 million in the comparable period last year
(after pre-tax restructuring charges of $6.2 million, or $0.08 per
share after-tax, in the 2003 period).  Income from continuing
operations during the full year 2004 was $6.4 million, versus a
loss from continuing operations of $8.0 million, after the
restructuring charge, in the full year 2003.

The full year 2004 after-tax loss from discontinued operations was
$58.8 million, which included write-downs for the impairment of
assets and goodwill of $17.5 million and $29.0 million,
respectively, primarily related to the Re:Source dealer
businesses.  The Company's 2004 results also included a loss of
$3.0 million, after-tax, related to the disposal of certain dealer
businesses.  In comparison, the Company's 2003 after-tax loss from
discontinued operations was $16.4 million, which included a $12.0
million write-down for the impairment of assets related to the
U.S. raised/access flooring business.  The Company also recorded
an $8.8 million after-tax loss in 2003 on the disposal of that
business.  Including the results of all discontinued operations,
the Company reported a net loss of $55.4 million for the full year
2004.  This compares with net loss of $33.3 million for the full
year 2003.

Patrick C. Lynch, Vice President and Chief Financial Officer of
Interface, commented, "Fiscal 2004 was an important year for
Interface, as our results reflect the growth we have been
experiencing and the operational strategies we have been
executing.  This was perhaps best evidenced by our growth in
operating income, which nearly doubled as compared with 2003.
During the fourth quarter of 2004, we felt the impact of higher
raw material prices, and also incurred higher professional fees
related to Sarbanes-Oxley compliance.  Despite these factors, we
still were able to improve our fourth quarter operating margin
year-over-year.  As previously announced, we are exiting our
unprofitable dealer business, which will reduce our cost structure
and working capital requirements and improve our cash flow.  To
date, we have sold or initiated closure of 10 of our 15 dealer
locations, and we expect to complete our exit activities by the
end of the second quarter of 2005."

Mr. Hendrix concluded, "We enter 2005 with a positive outlook.
Interface continues to lead the growing modular market, while our
market segmentation efforts and ongoing cost management program
have led to higher sales levels and significant improvements in
profitability.  Based on the present trends, we expect continued
sales growth and margin expansion in 2005.  While increasing raw
material costs will remain a challenge, we believe that the cost
reduction actions we have taken position us well for further
progress.  Our focus moving into 2005 will include process
improvements and continued cost management, to enhance margins in
our broadloom business and enable our fabrics business to sustain
profitability.  Overall, we remain confident in Interface's growth
prospects, given the fundamentals and momentum in all of our
markets and the leverage that now exists in our operating model."

                        About the Company

Interface, Inc., is a recognized leader in the worldwide interiors
market, offering floorcoverings and fabrics.  The Company is
committed to the goal of sustainability and doing business in ways
that minimize the impact on the environment while enhancing
shareholder value.  The Company is the world's largest
manufacturer of modular carpet under the Interface, Heuga, Bentley
and Prince Street brands, and, through its Bentley Mills and
Prince Street brands, enjoys a leading position in the high
quality, designer-oriented segment of the broadloom carpet market.
The Company is a leading producer of interior fabrics and
upholstery products, which it markets under the Guilford of Maine,
Toltec, Intek, Chatham and Camborne brands.  In addition, the
Company provides specialized fabric services through its
TekSolutions business and produces InterCell brand raised/access
flooring systems.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2004,
Standard & Poor's Ratings Services revised the outlook on Atlanta,
Georgia-based carpet manufacturer Interface Inc. to stable from
negative.

At the same time, Standard & Poor's affirmed its ratings on
Interface, including its 'B-' corporate credit rating. The
company's total debt outstanding at July 4, 2004, was about
$476 million.

"The outlook revision follows the company's announcement that it
will exit its owned Re:Source Americas dealer businesses, which
should reduce the company's cost structure. In addition, the
revision reflects more favorable industry trends in Interface's
core floorcovering operations," said Standard & Poor's credit
analyst Susan Ding.


INTERSTATE BAKERIES: Five Officers Dispose of 16,000 Common Shares
------------------------------------------------------------------
In separate filings with the Securities and Exchange Commission,
five officers of Interstate Bakeries Corp. disclose that they
disposed of approximately 16,000 shares of the company's common
stock:

                               No. of Shares   Securities Owned
    Officer      Designation     Disposed      After Transaction
    -------      -----------   -------------   -----------------
    Richard D.   Executive         2,893             8,789
    Willson      Vice Pres.

    Robert P.    EVP Sales &       3,411            15,232
    Morgan       Trade Mktg.

    Brian E.     Senior Vice       6,652            21,141
    Stevenson    President

    Laura D.     Vice Pres.          866             4,289
    Robb

    Kent B.      VP, General       2,897             9,118
    Magill       Counsel, Corp.
                 Secretary

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)


J.P. MORGAN: S&P Places Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s $2.9 billion commercial mortgage pass-through certificates
series 2005-LDP1.

The preliminary ratings are based on information as of
Feb. 23, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property type diversity of the loans.  Classes A-1,
A-2, A-3, A-SB, A-4, A-J, A-JFL, B, C, D, and X-2 are currently
being offered publicly.

                  Preliminary Ratings Assigned
     J.P. Morgan Chase Commercial Mortgage Securities Corp.

         Class      Rating      Preliminary amount ($)

         A-1        AAA                     86,367,000
         A-2        AAA                    913,485,000
         A-3        AAA                    236,632,000
         A-SB       AAA                    101,747,000
         A-4        AAA                    623,234,000
         A-J        AAA                    144,451,000
         A-JFL      AAA                     50,000,000
         A-1A       AAA                    343,133,000
         B          AA                      68,417,000
         C          AA-                     25,207,000
         D          A                       54,014,000
         E          A-                      28,807,000
         F          BBB+                    46,813,000
         G          BBB                     28,807,000
         H          BBB-                    32,408,000
         J          BB+                     10,803,000
         K          BB                      14,404,000
         L          BB-                     10,803,000
         M          B+                       7,202,000
         N          B                        7,202,000
         P          B-                      10,802,000
         NR         N.R.                    36,010,164
         X-1*       AAA                  2,880,748,164
         X-2*       AAA                  2,812,108,000

       * Interest-only class with a notional dollar amount
       N.R. - Not rated


KAISER ALUMINUM: James T. Hackett Resigns From Board of Directors
-----------------------------------------------------------------
On February 15, 2005, James T. Hackett, a director of Kaiser
Aluminum Corporation and Kaiser Aluminum & Chemical Corporation,
formally notified Kaiser's Board of Directors of his intention to
resign his positions as a director of each company as of
February 28, 2005.

Daniel D. Maddox, Vice-President and Controller of Kaiser,
clarifies in a regulatory filing with the Securities and Exchange
Commission that Mr. Hackett's resignation from the Board is not
because of a disagreement with the company on any matter relating
to the company's operations, policies or practices.

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 Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


LORAL SPACE: Inks Favorable Settlement with China Telecom
---------------------------------------------------------
February 23, 2005 / PR Newswire

Loral Space & Communications has reached a settlement with China
Telecommunications Broadcast Satellite Corporation regarding the
Space Systems/Loral- built ChinaSat 8 satellite and its launch.
Beneficial to both parties, this settlement amicably resolves all
outstanding differences between the company and ChinaSat.

Under the terms of the settlement, which is subject to bankruptcy
court approval, Space Systems/Loral (SS/L) will continue to seek
the required State Department approvals to export the satellite
and agrees to assume its contract with ChinaSat, as amended to
reflect the terms of the settlement.  Further, SS/L has no
obligation to deliver the ChinaSat 8 satellite until all required
export licenses are received.  Also pursuant to the agreement,
ChinaSat will withdraw all claims filed against SS/L and release
it from any related liabilities.  Furthermore, ChinaSat has the
right under the settlement to assign its rights in the satellite
contract to a third party under certain circumstances.

"We are very pleased with the outcome of our settlement
discussions with ChinaSat," stated Bernard L. Schwartz, Loral's
chairman and CEO.  "This accord resulted from a high degree of
cooperation between the parties to arrive at a solution that is
favorable to both of us."

Based in Beijing, China, ChinaSat is the first satellite company
that operates satellites and provides satellite telecommunications
and broadcast services in China.

                        About the Company

Loral Space & Communications is a satellite communications
company.  It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services.  Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct- to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


LSP BATESVILLE: S&P Reviews B- Rating of Sr. Bonds & May Upgrade
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' rating on LSP
Batesville Funding Corp./LSP Energy L.P.'s $150 million senior
secured bonds due 2014 and $176 million due 2025 on CreditWatch
with positive implications.  The CreditWatch listing is based on
Aquila Inc.'s (B-/Negative/--) announcement that it plans to
assign the LSP Energy purchased-power agreement to a third party,
South Mississippi Electric Power Association (SMEPA; not rated)
and Standard & Poor's preliminary evaluation of SMEPA's credit
risk.  LSP Energy owns an 837 MW, natural-gas-fired,
combined-cycle plant in Batesville, Mississippi.  The project, a
special-purpose entity, is an indirect, wholly owned subsidiary of
LSP Energy, the co-issuer of the bonds with LSP Funding.

Standard & Poor's is finalizing the assessment of SMEPA's credit
risk and its economic incentives regarding the PPA to determine
the effect on the ratings on LSP Batesville's bonds.  There is
upgrade potential for LSP Batesville's bonds, as the rating has
been restricted by Aquila's credit risk, the offtaker of the
project's capacity and electricity from the plant's Unit 3 for
one-third (279 MW nominally) of its total output pursuant to the
PPA until 2015.  Aquila has been the weakest link in LSP
Batesville's contractual structure.  The project also has a PPA
with Virginia Electric & Power Co. (VEPCO; BBB+/Negative/A-2) for
the remaining two-thirds (570 MW) of its capacity and energy until
2013.  Those revenues alone, however, only cover about 75% of the
fixed operating expenses and debt service obligations.  The
project relies on revenues from both PPAs to fully cover debt
service.

LSP Batesville projects debt service coverage ratios -- DSCRs --
to be around 1.1x until 2006.  These coverage ratios are lower
than the original pro forma projections, which Standard & Poor's
had estimated to be around 1.4x.  Reduced energy revenues based on
lower capacity factors and higher-than-originally projected
operations and maintenance expenses ultimately drive the lower
DSCRs.

Regardless of the counterparty credit risk, however, the project
rating would not be higher than speculative grade based on low
DSCRs.  Standard & Poor's could raise the rating further if the
DSCRs improve as the company has forecast and electricity markets
recover to offset the merchant risk after 2015.


MARICOPA COUNTY: Moody's Holds B1 Rating on $6.13MM Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 underlying rating on
the Maricopa County Industrial Development Authority Multifamily
Housing Revenue Bonds (Whispering Palms Apartment Project) Senior
Series 1999A.  The amount of debt affected by these downgrades is
approximately $6.13 million.

The rating outlook on the bonds remains negative.  The 1999 Series
A bonds continue to be insured by MBIA and therefore carry MBIA's
financial strength rating of Aaa; the Subordinate bonds are not
rated nor insured.

The rating affirmation follows the restructuring of the Whispering
Palms transaction.  Following a series of negatively-impacting
events, the property was sold to a new 501c3 who is providing
$750,000 of funding for rehabilitaion purposes.  Previously
underfunded senior debt service reserve funds have been fully
restored.  Property managment has been replaced.  Suntrust has
assumed the role of trustee.

Unaudited and annualized operating numbers as of December 2004
submitted by the new property manager still indicate poor debt
service as occupancy has not yet stablized.  Although rental
revenues still hover below underwritten levels, expenses are
decreasing, indicating a potential turnaround.  As this transition
and restructuring are fairly recent, Moodys expects a slow
turnaround as Whispering Palms will need to reach stablized rental
revenues and occupancy levels.

New managment and ownership have demonstrated strong efforts in
turning the Whispering Palms property around.  The new owner is
injecting $750,000 in rehab efforts for the property.  Suntrust
has confirmed the previously underfunded senior debt service
reserve fund to be fully replenished at a balance of $464,130.

Credit Strengths:

   * Senior Debt Service Reserve Fund has been fully restored

   * The newly appointed trustee is now receiving required revenue
     deposits

   * Property Management has been replaced by Bernard/Allison Inc.
     Bernard Allsion has extensive experience as a Receiver and as
     a manager of REO properties for lenders and other financial
     institutions

   * Ownership has been assumed by a new 501c3; Rainbow Phoenix
     LLC

Credit Challenges:

   * The property needs to increase occupancy and reach
     stabilization

   * Maricopa County continues to suffer some of the largest
     vacancy levels in the nation

   * Low rates continue to convert prospective tenants into
     homeowners

Recent Developments/Results:

Following three months of delinquent revenue deposits to the
trustee as well as necessary transfers from senior and subordinate
debt service reserve funds, the Whispering Palms Apartments
Project was sold to Rainbow Phoenix LLC.  In connection with this
restructuring Bernard Allison, Inc. was appointed as new property
manager/receiver.  Suntrust has assumed the role of trustee.

The borrower is contributing $750,000 in renovations to the
project to further attract tenants.  Previously depleted senior
debt service reserves have been fuly restored.  New managment has
implemented various concession packages in an effort to increase
and stablize occupancy.

Whispering Palms Apartments, built in 1985, is a 200 unit market
rate complex currently serving a predominantly low to moderate
income clientele and is located within the west-central Phoenix
submarket, approximately four miles west of downtown Phoenix.  The
dominant land use in this relatively mature market area is single
and multifamily residential development with a limited commercial
and retail presence.

Bernard/Allison has extensive experience as a Receiver and as a
manager of REO properties for lenders and other financial
institutions.  Bernard/Allison has been appointed as Receiver on
over 20 properties consisting of more than 5,000 apartment units.
Accounting is one of the firm's strengths, with one CPA, one
Chartered Accountant, and a full accounting department consisting
of 14 staff members.

Bernard/Allison has prepared and submitted a full array of reports
to the courts for receiverships and bankruptcies.  Their staff
members exceed 700 employees in five states, currently managing
over 22,000 apartment units.  Bernard/Allison has improved
occupancy, reduced operating expenses, and increased value for the
benefit of all in each receivership we have managed.

Outlook:

The rating outlook on the senior bonds is negative. High
vacancies, poor operating results do not offer much hope in terms
of a near-turnaround.  However, Moody's anticipates the current
restructuring of the credit along with the efforts of the current
owner, newly appointed property managers and trustees increase the
liklihood of this slow turnaround.  Moody's will continue to
monitor Whispering Palm's financial situation and will gauge the
level of progress made by the owner and receiver in turning the
property around.

What Could Change the Rating - UP

Increase in occupancy would translate to an increase in revenues
and net operating income (NOI).  Stablization would need to be
reached.

What Could Change the Rating - DOWN

Required withdrawrals from the senior debt service reserve fund as
well as increasing vacancy levels would exert negative pressures
on net operating income.  Technical defaults resulting from the
borrower non-payment of required deposits to the trustee would
trigger a donwgrade as well.


MCI INC: Qwest Submits New Merger Proposal to Compete with Verizon
------------------------------------------------------------------
Qwest Communications International, Inc., (NYSE: Q) submitted this
letter to the board of directors of MCI, Inc.

   February 24, 2005

   The Board of Directors
   MCI, Inc.
   Attention: Chairman, Board of Directors
   22001 Loudoun County Parkway
   Ashburn, VA 20147

   Dear Mr. Katzenbach:

   Despite being denied access to MCI legal, financial and
   operational information that has been provided to other
   interested parties, on February 11, 2005, Qwest proposed a
   stock and cash merger with a value of $24.60 per MCI share.
   Qwest reconfirmed this proposal to MCI on February 13, 2005.
   MCI has failed to provide meaningful guidance or direction in
   response to the Qwest proposal.  Consequently, with only press
   reports and lawsuits as sources of information for how the MCI
   Board evaluated the components of our proposal, Qwest tenders
   this revised proposal, the terms of which are even more
   compelling for your stockholders.

   Before turning to a discussion of the particulars of Qwest's
   revised proposal, it is important to emphasize that a Qwest/MCI
   merger would create an exciting and important new
   telecommunications company, of which MCI would become a
   meaningful part.  The merger of Qwest and MCI would create a
   company with a strong market position, demonstrated commitment
   to superior customer service and innovative products and
   services, and the potential for significant value creation
   through cost synergies.  The combination would create the
   industry leader in IP, with the most advanced IP-based network
   and compelling suite of IP based services.  We believe that it
   was these prospects that caused MCI to discuss a proposed
   combination with Qwest continuously over the last ten months.
   We remain excited about the future of our combined companies
   competing in the telecommunications marketplace and we are
   committed to our belief that a Qwest/MCI merger creates a
   superior value opportunity for the MCI stockholders as compared
   to a Verizon/MCI transaction.

   Qwest believes this revised proposal is superior to the Verizon
   transaction, because it delivers greater value in cash and
   stock per MCI share, synergy value of approximately $18 per MCI
   share in a combined Qwest/MCI enterprise and more favorable
   regulatory certainty and speed.

   In addition, Qwest has also submitted pro forma financial
   profiles to MCI that demonstrate that the merger of Qwest/MCI
   would, on the closing date, yield a balance sheet likely to
   result in a credit profile substantially similar to, if not
   better than, that enjoyed by the two companies today.  The
   "business as usual" cash flows from the Qwest/MCI combination
   alone would drive immediate improvement in the credit ratios
   and the added cash flows from synergies would dramatically
   speed even greater improvement in those ratios.  It should be
   noted that neither MCI nor Qwest has had any difficulty
   accessing the credit markets on a stand-alone basis, and Qwest
   is confident the combined company will also have no such
   difficulty.

   Qwest is confident that the significantly smaller footprint
   overlap (business, consumer and network) in a Qwest/MCI
   combination will lead to fewer and less extensive divestiture
   demands from regulatory agencies and will avoid the industry
   concentration and public policy issues the Verizon/MCI merger
   presents.  Clearly, this simpler regulatory review process for
   a Qwest/MCI transaction will deliver value to stockholders
   faster and with fewer "friction costs".

   With respect to synergies, Qwest advisers and management
   believe -- and it would appear a substantial number of MCI
   stockholders agree -- that there are significant cost synergies
   available in a Qwest/MCI merger.  The value of these synergies
   can only be realized by MCI stockholders in any meaningful way
   if those stockholders retain a substantial portion of the
   combined company as they will in a Qwest/MCI merger (where they
   will retain approximately 40%) as opposed to a Verizon/MCI
   combination where they will only retain 5% of the combined
   company.  Estimates of these potential cost synergies come from
   many sources including: MCI public statements about their
   stand-alone efficiencies, discussions between Qwest and MCI and
   analyses of potential cost synergies carried out under our non-
   disclosure agreement that took place continuously over the last
   ten months and Qwest management experience with such matters.

   In addition to the balance sheet, regulatory and synergy
   benefits to MCI stockholders of a Qwest/MCI combination
   summarized above, Qwest would like to describe the modified
   economic terms of our proposal and highlight some enhancements
   to our previous proposal, which should be even more compelling
   to MCI stockholders.  Qwest's revised proposal represents an
   aggregate value today of $24.60 per share to MCI stockholders
   consisting of $9.10 in cash and $15.50 in stock consideration
   to be delivered as follows:

        (i) $6.00 per share in cash to be paid by MCI in regularly
            scheduled quarterly dividends and in a special
            dividend upon MCI stockholder approval of the
            transaction,

       (ii) $3.10 in cash per share to be paid by Qwest at
            closing, and

      (iii) $15.50 per share to be paid in Qwest stock at closing.

   In addition we have provided protection to your stockholders
   from a potential decline in the Qwest share price during the
   period between signing and closing by means of a "collar".
   Further economic details of our proposal are provided in the
   term sheet attached hereto as Exhibit A.

   Additionally, to facilitate the MCI Board's deliberation, Qwest
   would enter into an agreement with representations, covenants,
   closing and termination provisions substantially comparable to
   those in the Verizon agreement, except for certain improvements
   for the benefit of the MCI stockholders, as summarized below
   and more fully described on Exhibit B hereto.  A copy of the
   merger agreement marked to show Qwest's proposed changes from
   the Verizon agreement will subsequently be provided to your
   legal counsel.  Any merger agreement would be subject to
   approval by Qwest's Board of Directors.

   In summary, the structural improvements in Qwest's proposal as
   compared to the Verizon merger agreement include:

      -- There is greater flexibility to creatively expedite the
         regulatory approval process without jeopardizing the
         transaction because Qwest will agree to take remedial
         actions required to solve regulatory problems other than
         those that would have material adverse effect on the
         combined company (Verizon's required remedial actions are
         measured by whether they would have a material adverse
         effect on either Verizon (considered as the size of MCI)
         or MCI);

      -- There is greater commitment to close a Qwest/MCI
         transaction quickly because Qwest will commit to avoid
         any action that would materially delay the closing beyond
         the date otherwise achievable (Verizon has retained the
         right to delay closing under certain circumstances);

      -- MCI's regularly scheduled quarterly dividends will be
         paid and a special dividend will be paid at the time of
         MCI stockholder approval in an aggregate amount equal to
         the total MCI "excess cash" as determined by MCI in
         accordance with its plan of reorganization (representing
         a near-term payout to MCI stockholders of approximately
         $1.50 per share more than under the Verizon proposal);
         and

      -- MCI stockholders will be protected from a potential
         decline in Qwest's share price prior to closing by means
         of a "collar" (Verizon provides no such downside
         protection against movement in its share price).

   To promptly finalize the terms of a merger agreement Qwest is
   prepared to execute, Qwest requests that MCI provide Qwest the
   following materials -- the schedules MCI delivered in
   connection with the Verizon/MCI agreement, including copies of
   the documents referenced therein, and certain MCI tax
   information which MCI previously indicated it would deliver to
   Qwest.  To simplify the MCI Board's review of Qwest's revised
   proposal, Qwest has based this proposal on the Verizon/MCI
   merger agreement.  However, it has been particularly difficult
   for Qwest to submit a revised proposal that highlights all of
   the advantages of a Qwest proposal because the disclosure
   schedules and other exhibits to the merger agreement remain
   secret and are unavailable to us.

   Finally, we would note that based upon today's closing prices
   for both Qwest and Verizon, the value of our offer to the MCI
   stockholders is approximately 20% higher than the Verizon
   offer, before taking into account the superior synergy value of
   $18 per MCI share and the enhanced regulatory benefits of the
   Qwest transaction.

   MCI's agreement with Verizon allows MCI to engage in
   negotiations with Qwest and provide Qwest information in light
   of the superior proposal summarized by this letter.  The
   Verizon agreement also allows MCI to negotiate and provide
   Qwest information merely upon its determination that Qwest's
   revised proposal could reasonably be expected to lead to a
   superior proposal as compared to the Verizon acquisition.  The
   facts demonstrate that it is in the best interests of MCI
   stockholders for MCI to engage with Qwest immediately in
   meaningful discussions regarding Qwest's improved revised
   proposal and Qwest urges you to do so.

   Sincerely yours,

   Richard C. Notebaert
   Chairman and Chief Executive Officer

   cc: Mr. Larry Grafstein
       Lazard Freres & Co.

       Mr. Phillip Mills
       Davis Polk & Wardwell


                           Exhibit A
                         Economic Terms

      Consideration:        Qwest common stock and cash to MCI stockholders
      ----------------------------------------------------------------------
      Value:                Offer Value:  $24.60 per share consideration to
                                           MCI stockholders

                            Offer consists of:

                            (i) $9.10 in cash;  and

                            (ii) $15.50 of Qwest common stock ("Stock
                             Consideration") based on an exchange ratio of
                             3.735 Qwest shares per MCI share, subject to
                             the Value Protection Mechanism described in
                             "Value Protection Mechanism Regarding Qwest
                             Stock Component" below.

                            The value of the Stock Consideration is based on
                             a Qwest stock price of $4.15 - we would note
                             that the Qwest average trading price over the
                             past 20 days is $4.18.

                            In addition, please refer to "Example of Overall
                             Potential Value to MCI Stockholders."

                            Pro forma ownership split of approximately 40.0%
                             MCI / 60.0% Qwest, subject to the Value
                             Protection Mechanism.
      ----------------------------------------------------------------------
      Value Protection      -- In the event that the average trading price
       Mechanism Regarding   for Qwest common stock during a period of 20
       Qwest Stock           trading days prior to the closing of the
       Component:            transaction (the "Qwest Share Price") does not
                             equal $4.15 per share, then the exchange ratio
                             shall be adjusted as follows:

                            -- If the Qwest Share Price is between and
                             inclusive of $3.74 and $4.14, then the exchange
                             ratio shall be adjusted upward to deliver value
                             of $15.50 in Stock Consideration to MCI
                             stockholders.  However, Qwest may at its option
                             deliver all or a portion of this value
                             protection in cash in lieu of common stock.

                            -- If the Qwest Share Price is between and
                             inclusive of $4.16 and $4.57, then the exchange
                             ratio shall be adjusted downward to deliver
                             value of $15.50 in Stock Consideration, to MCI
                             stockholders.

                            -- If the Qwest Share Price is below $3.74, then
                             the exchange ratio shall be 4.144.  However,
                             Qwest may at its option deliver all or a
                             portion of this value protection in cash in
                             lieu of Qwest common stock, provided that the
                             exchange ratio will under no circumstances be
                             less than 3.735.

                            -- If the Qwest Share Price is above $4.57, then
                             the exchange ratio shall be 3.392.

                            As a result of this Value Protection Mechanism,
                             the value of the Stock Consideration is
                             protected against a decline of up to 10% in the
                             stock price of Qwest.
      ----------------------------------------------------------------------
      Cash Consideration:   Approximately $6.00 of the $9.10 cash
                             consideration will be paid as a special
                             dividend to be declared and paid as soon as
                             practicable following MCI stockholder approval
                             of the transaction.  The $6.00 special dividend
                             will be reduced by the $0.40 per share cash
                             dividend approved by the MCI Board of Directors
                             on February 11, 2005 and by the amount of any
                             dividends to be declared by MCI during the
                             period from February 14, 2005 to the
                             consummation of the merger (subject to any
                             limitations imposed by MCI debt covenants).
      ----------------------------------------------------------------------
      Specified Included    The cash and stock consideration outlined herein
       Liabilities           will be subject to adjustment with respect to
                             the specified included liabilities on
                             substantially the same terms as provided in the
                             Verizon agreement.
      ----------------------------------------------------------------------
      Example of Overall    For clarity, given the above and assuming a
       Potential Value to    December 31, 2005 closing, each MCI stockholder
       MCI Stockholders:     would receive between signing and closing:

                            -- Approximately $6.00 in cash in quarterly and
                              special dividends;

                            -- Approximately $3.10 in cash at closing; and

                            -- 3.735 Qwest shares in Stock Consideration at
                             closing subject to the Value Protection
                             Mechanism.

                            -- Assuming MCI stockholders own 40% or more of
                             the combined company, they would also likely
                             realize approximately $18 per share of value
                             from cost synergies - yielding a total value to
                             MCI stockholders in a merger with Qwest in
                             excess of $40 per share.
      ----------------------------------------------------------------------

                           Exhibit B
                          Legal Terms

Qwest would enter into an agreement on substantially the same
terms regarding representations, covenants, closing and
termination provisions as MCI's merger agreement with Verizon,
subject to the following modifications:

   -- In addition to agreeing to operate in the ordinary course
      between signing and closing, Qwest will further agree that
      it will not take actions that would materially delay the
      closing of the merger.  As a result, the covenant included
      in last sentence of Section 5.3 of the Verizon agreement
      would not be needed.

   -- Qwest will agree to use reasonable best efforts to obtain
      all necessary regulatory approvals, which will include
      taking any remedial actions other than those that have a
      material adverse effect on the combined entity of MCI and
      its subsidiaries and Qwest and its subsidiaries, taken as a
      whole.

   -- MCI will agree to elect out of section 382(l)(5) of the
      Internal Revenue Code and will represent that it has not and
      will not be required to make any material reduction under
      Section 1017 of the Code in the tax basis of any asset that
      has been classified as a current asset in MCI's financial
      statements.

   -- Consummation of the transaction would of course require the
      approval of Qwest stockholders.  Qwest does not anticipate
      that such approval would add an element of delay or risk to
      the consummation of the merger.

In addition, please note these items with respect to the offer and
the proposed merger agreement:

   -- The merger agreement will not have a financing condition.

   -- In response to previous comments of MCI's counsel, the
      merger agreement will have an outside termination date
      identical to the Verizon agreement, that is, 12 months
      unless regulatory approvals are not yet satisfied or issues
      remain unresolved regarding specified included liabilities
      that adjust the merger consideration, in which case the
      outside termination date can be extended up to a total of 16
      months in the case of issues related to specified included
      liabilities or 18 months from the date of the execution of
      the agreement in the case of regulatory approvals.

   -- Closing will occur after all regulatory and stockholder
      approvals are obtained, which is anticipated to be
      approximately nine to twelve months after signing.

                          About Qwest

Qwest Communications International Inc. (NYSE:Q) --
http://www.qwest.com/-- is a leading provider of voice, video and
data services.  With more than 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.  At Dec. 31, 2004, Qwest Communications' balance
sheet showed a $2,612,000,000 stockholders' deficit, compared to a
$1,016,000,000 deficit at Dec. 31, 2003.

                         About MCI Inc.

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

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Moody's Investors Service has placed the long-term ratings of MCI,
Inc., on review for possible upgrade based on Verizon's plan to
acquire MCI for about $8.9 billion in cash, stock and assumed
debt.

These MCI ratings were placed on review for possible upgrade:

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

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

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.

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


MCI INC: Compensation Committee Awards Incentives to Two Officers
-----------------------------------------------------------------
On February 10, 2005, the Compensation Committee of MCI, Inc.'s
Board of Directors approved a special one-time incentive payment
to two of the Company's named executive officers in recognition
of their extraordinary accomplishments in 2004 that led to the
restatements of the Company's financial statements for 2002 and
2003 and to the Company's successful re-emergence from Chapter 11
proceedings.  A payment of $300,000 was approved for each of
Robert T. Blakely, the Company's Executive Vice President and
Chief Financial Officer and Anastasia D. Kelly, the Company's
Executive Vice President and General Counsel.

The Compensation Committee also adopted performance criteria for
the payment of incentive awards under the Company's Corporate
Variable Pay Plan in respect of the first half of 2005.  The
incentive awards for the Company's named executive officers and
other members of the executive leadership team will be based on
their performance against a "balanced scorecard" comprised of 60%
EBITDA and 40% individual performance targets.  Incentive awards
for each functional group executive (for example, finance, legal,
etc.) will be based on the Company's overall EBITDA and incentive
awards for other executives will be based on the EBITDA of the
executive's business unit.

The Company intends to provide additional information regarding
the compensation awarded to the Company's named executive
officers in respect of and during the year ended December 31,
2004, in the proxy statement for the Company's 2005 annual
meeting of stockholders, which is expected to be filed with the
Securities and Exchange Commission in April 2005.

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)


MEDCO HEALTH: Moody's Affirms Ba1 Senior Implied Rating
-------------------------------------------------------
Moody's Investors Service affirmed the ratings (Ba1 senior
implied) of Medco Health Solutions, Inc., following the
announcement that it intends to acquire Accredo Health
Incorporated.  The outlook on Medco Health's ratings remains
stable.  At the same time, Moody's placed the ratings of Accredo
(Ba2 senior implied) under review for possible upgrade.

Medco Health has proposed to acquire the outstanding shares of
Accredo for $22.00 in cash and .49107 shares of Medco's common
stock (subject to an adjustment based on the merger agreement) and
in a transaction valued at approximately $2.5 billion.  The cash
portion of the transaction will be funded through a combination of
existing cash, additional debt, and an accounts receivable
facility.  Medco will also assume approximately $375 million of
Accredo's existing debt.  The transaction is expected to close by
the mid-2005.

The affirmation of Medco Health's ratings reflects:

   1) Moody's belief that the Accredo acquisition is a strategic
      fit for Medco Health based on Accredo's leading position in
      the $8 billion specialty pharmaceutical distribution market;

   2) the recurring nature of the use of pharmaceutical products
      that Accredo distributes that should contribute to stable
      revenues and cash flow;

   3) Accredo's industry relationships with leading pharmaceutical
      and biotechnology companies,

   4) strong clinical and patient compliance expertise; and

   5) opportunities to leverage Accredo's expertise to a wider
      range of specialty products in Medco Health's book of
      business.

In addition, the financing of the Accredo transaction should allow
Medco Health to adhere to financial targets previously
incorporated into the rating, including debt/EBITDA below 1.5
times and Debt/Total Capitalization less than 25%.  Moody's also
anticipates that Medco Health's free cash flow to lease adjusted
debt will exceed 25%.  Moody's adjustments include adding the
present value of operating leases and normalizing Medco's working
capital cycle, which can be somewhat volatile.

Moody's believes that the primary risks to the transaction
include:

   1) the initial rise in leverage;

   2) integration risk, including the retention of key employees;

   3) recent unevenness in Accredo's results related to
      reimbursement of hemophiliac services as well as the loss of
      the Aetna contract; and

   4) increased competitive pressures from larger companies with
      captive specialty pharmacies.

Following this rating action, Medco Health's rating outlook is
stable.  Although credit protection measures remain healthy and
margins are improving due in part to increasing mail order
penetration, Moody's continues to have some concerns regarding
Medco's enrollment trends, its working capital volatility,
unresolved litigation, and the sustainability of margins,
particularly within mail order generics.  In addition, it is not
clear how much more risk and extra responsibilities that Medco
will be assuming under the new Medicare Part D program as compared
to its core business.

Factors that could create upward rating pressure include greater
resolution of these issues, as well as deleveraging after the
Accredo transaction.  Conversely, downward rating pressure could
develop if debt/EBITDA rises above 1.75, or if free cash flow to
adjusted debt falls below 20%.

The review of Accredo's ratings will consider the extent to which
Accredo's operations will be merged into the Medco Health
organizational structure, the position of Accredo's debt in the
new capital structure, and an evaluation of any support mechanisms
related to Accredo's debt.

The ratings affirmed are:

  -- Medco Health Solutions, Inc.:

     * Ba1 senior implied

     * Ba1 senior secured term loan A due 2009

     * Ba1 senior secured revolving credit facility due 2008

     * Ba1 senior notes due 2013

     * Ba1 issuer rating

The ratings placed under review for possible upgrade:

  -- Accredo Health, Incorporated:

     * Ba2 senior implied

     * Ba2 senior secured term loan due 2011

     * Ba2 senior secured revolving credit facility due 2009

     * Ba3 issuer rating

Medco Health Solutions, Inc., is a leading pharmaceutical benefit
manager -- PBM.  Medco's clients include 150 of the Fortune 500
corporations, unions, health maintenance organizations, Blue
Cross/Blue Shield plans, insurance carriers, and local, state and
federal employee benefit programs.

Accredo Health provides specialized pharmacy and related services
pursuant to agreements with biotechnology drug manufacturers
relating to the treatment of patients with certain costly, chronic
diseases.  The company's services include collection of timely
drug utilization and patient compliance information, patient
education and monitoring through the use of written materials and
telephonic consultation, reimbursement expertise and overnight
drug delivery.


MERITAGE HOMES: Buys Back $280 Million of 9-3/4% Senior Notes
-------------------------------------------------------------
Meritage Homes Corp. (NYSE: MTH) is commencing an offer to
purchase for cash any and all of its $280 million in outstanding
principal amount of 9-3/4% Senior Notes due 2011.  Meritage also
is soliciting consents from holders of the notes to approve
certain amendments to the indenture under which the notes were
issued.

The tender offer is contingent on, among other things:

   -- the receipt of sufficient funds from one or more of the
      capital market transactions,

   -- the receipt of consents necessary to approve such amendments
      to the indenture,

   -- at least a majority of the notes being validly tendered and
      not withdrawn, and

   -- other general conditions described in the offer to purchase.

The tender offer consideration to be paid for each $1,000
principal amount of notes tendered and accepted for payment will
be $1,097.53.  Meritage also will pay for each $1,000 in principal
amount a consent fee of $20 for notes tendered, and not validly
withdrawn, on or prior to March 8, 2005.  For notes that are
validly tendered (and not validly withdrawn), Meritage will pay
the tender consideration and consent fee promptly following
March 8, 2005.  Holders who tender their notes after March 8,
2005, but on or prior to the expiration date will not receive the
$20 consent fee but will receive the tender consideration promptly
following the expiration date.

The tender offer will expire at 9 a.m., New York City time, on
March 23, 2005, unless extended or earlier terminated.  The
consents being solicited will eliminate substantially all of the
restrictive covenants and certain events of default in the
indenture governing the notes.  Information regarding the pricing,
tender and delivery procedures and conditions of the tender offer
and consent solicitation is contained in the Offer to Purchase and
Consent Solicitation Statement and Consent and Letter of
Transmittal, each dated Feb. 23, 2005, and related documents.

UBS Securities LLC and Citigroup Global Markets Inc. have been
appointed as dealer managers and solicitation agents for the
tender offer and consent solicitation.  Please direct any
questions related to the offering to UBS Liability Management
Group at 888-722-9555, ext. 4210 or 203-719-4210 or Citigroup
Liability Management Group at 800-558-3745 or 212-723-6106.
Global Bondholder Services Corp. has been appointed the
information agent and depositary for the tender offer and consent
solicitation.  The Offer to Purchase and Consent Solicitation
Statement, the Consent and Letter of Transmittal, and any
additional information concerning the terms and conditions of the
tender offer and consent solicitation may be obtained by
contacting:

            Global Bondholder Services Corp.
            65 Broadway, Suite 704
            New York, N.Y. 10006
            Tel. No. 866-540-1500

This press release is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of consents with respect
to Meritage's 9-3/4% Senior Notes.  The tender offer and consent
solicitation is being made solely by the Offer to Purchase and
Consent Solicitation Statement dated Feb. 23, 2005.

Also, Meritage proposes to offer for sale 900,000 shares of its
common stock and concurrently therewith, Meritage's co-chief
executive officers propose to offer for sale 600,000 shares of
Meritage common stock, for which Meritage will receive no
proceeds.  Meritage proposes to grant the underwriters an option
to purchase up to 135,000 shares to cover over-allotments, if any.
UBS Securities LLC and Citigroup Global Markets Inc. will serve as
joint book-running managers for the offering. Deutsche Bank
Securities Inc., JMP Securities LLC and A.G. Edwards & Sons Inc.
are the other representative underwriters.  The common stock will
be offered only pursuant to a prospectus supplement to effective
registration statements.  A copy of the preliminary prospectus
supplement relating to the offering may be obtained by contacting:

            UBS Investment Bank
            Prospectus Department
            299 Park Avenue
            New York, NY 10171

               -- or --

            Citigroup Global Markets Inc.
            Brooklyn Army Terminal
            140 58th Street, 8th Floor
            Brooklyn, N.Y. 11220

Meritage also proposes to issue new senior notes due 2015 in an
aggregate principal amount of at least $300 million.  The new
senior notes will be offered only to qualified institutional
buyers in the United States under Rule 144A under the Securities
Act of 1933, as amended, and certain investors under Regulation S
of the Securities Act.  The offering of the new senior notes has
not been registered under the Securities Act or any state
securities laws and the notes may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state laws.

Meritage intends to use the proceeds from these capital market
transactions to repurchase its outstanding 9-3/4% Senior Notes
2011 and to repay its senior unsecured credit facility.

                          *     *     *

Meritage Homes' 9-3/4% senior notes due 2011 currently carry
Moody's Ba3 rating, Standard & Poor's 'BB-' rating, and Fitch's
'BB' rating.


MIRANT CORP: Oregon DOJ Holds $250,000 Allowed Unsecured Claim
--------------------------------------------------------------
The Oregon Department of Justice filed three proofs of claim
against Mirant Corporation and debtor-affiliates on
December 16, 2003.  The Claims seek injunctive and monetary relief
in an "undetermined" amount for alleged improper conduct by Mirant
with respect to wholesale electricity transactions.  The Justice
Department alleges that Mirant violated Oregon Antitrust Act, ORS
646.705 et seq.; ORICO, ORS 166.715 et seq., UTPA, ORS 646.605 et
seq., federal antitrust, mail and wire fraud statutes, and
committed fraud and conversion.

The Debtors and the Oregon Justice Department have successfully
reached a compromise, and they ask the U.S. Bankruptcy Court for
the Northern District of Texas to approve their Settlement
Agreement, which provides that:

   (a) In satisfaction of all of the Claims, the Oregon
       Department of Justice will receive an allowed,
       prepetition, general unsecured claim against MAEM for
       $250,000; and

   (b) The Justice Department agrees that the Allowed Claim is in
       full and final satisfaction of the Claims and that the
       Department will have no other claim, except for the
       Allowed Claim, against any Debtor.

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)


MOONEY AEROSPACE: Issues 10 Million Shares to Creditors
-------------------------------------------------------
Mooney Aerospace Group, Ltd. (OTCBB:MNYG.ob) has issued, through
its stock transfer agent, almost all of the stock required to
satisfy the requirements of the its Plan of Reorganization, which
was confirmed by the U.S. Bankruptcy Court for the District of
Delaware on Dec. 15, 2004.

J. Nelson Happy, the company's president, commented: "We have
ordered American Stock Transfer and Trust Co. to issue nearly
10 million shares of new common stock to our creditors as required
by the Amended Plan of Reorganization.  Of this, 200,000 shares
were issued to the existing shareholders of record as of Dec. 15,
2004. An additional 200,000 shares were issued to the preferred
stockholders of record as of December 15, 2004.  4,975,000 shares
were issued to Allen Holding & Finance Company Ltd., and about 4.6
million shares were issued to the unsecured general creditors."

"It is important to note that the Amended Plan of Reorganization
also provides that the secured debenture holders, the airplane
note holders and the factor note holders have the option to
convert their holdings into 13.5 million shares of new common
stock," Mr. Happy observed.

According to Mr. Happy, "All of the stock is restricted, (except
the shares issued to the existing common shareholders of record on
Dec. 15, 2005), in that none of these shares can be sold into the
market until March 15, 2005, and then only 10% of each
shareholder's shares can be sold each month.  We are pleased that
the stock will be in the hands of our creditors well before the
time any of it can be traded."

As previously announced, as part of the Plan existing shareholders
are entitled to be issued new shares of Mooney Aerospace Group,
Ltd., Common stock based on a reverse split of 3,223 old MASG
shares for one share of new common stock, (MNYG.ob).  For exact
details, review the terms of the Amended Plan of Reorganization
which the Company filed with the SEC.

According to Mr. Happy: "Our existing shareholders that have not
already done so should submit their shares to our stock transfer
agent, American Stock Transfer and Trust Co., 59 Maiden Lane,
Plaza Level, New York, NY 10038 (phone 800-937-5449), by a
traceable method such as certified mail or through their stock
broker."

Headquartered in Kerrville, Texas, Mooney Aerospace Group, Ltd.
-- http://www.mooney.com/-- is a general aviation holding company
that owns Mooney Airplane Co., located in Kerrville, Texas.  The
Company filed for chapter 11 protection on June 10, 2004 (Bankr.
Del. Case No. 04-11733).  Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $16,757,000 in total assets and $69,802,000
in total debts.  The Court confirmed Mooney's Plan of
Reorganization on Dec. 15, 2004, allowing the Company to emerge on
Dec. 16, 2004.


MORGUARD REIT: Earns $29.3 Million of Net Income in 2004
--------------------------------------------------------
Morguard Real Estate Investment Trust (TSX: MRT.UN) disclosed its
financial results for the year ended December 31, 2004.

Net income attributable to unitholders for 2004 was $29.3 million
compared to $19.1 million in 2003.  Net income in 2004 benefited
from strong gains in net operating income and included a
$7 million gain on sale of real estate properties.  Results for
2004 were also significantly impacted by accounting policy changes
affecting amortization of income properties.  The change to the
straight-line method of amortization resulted in amortization
expense being higher by $15.5 million in 2004 compared to what
amortization expense would have been had the sinking fund method
been used.  The Trust recorded a $0.6 million provision for
diminution in value of real estate properties in 2004 compared to
a $16 million provision in 2003.

Recurring distributable income for 2004 was $44.5 million compared
to $43.9 million or $0.99 per unit in 2003.  Funds from operations
attributable to unitholders for 2004 were $52.2 million compared
to $47.8 million in 2003.

Morguard REIT -- http://www.morguardreit.com/-- is a closed-end
real estate investment trust, which owns a diversified portfolio
of 78 retail, office, and industrial properties in Canada with a
book value of $1.2 billion and approximately 10.2 million square
feet of leasable space.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2003,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Morguard REIT to 'BB' from 'BB+'.  At the same
time, Standard & Poor's lowered the senior secured debt ratings on
Morguard's five series of first mortgage bonds to 'BBB' from
'BBB+' and lowered the debt rating on Morguard's second mortgage
bond to 'BB+' from 'BBB-'.  The outlook is stable.


NATIONAL ENERGY: Wants LFW Leasing to Turn Over Termination Fee
---------------------------------------------------------------
NEGT Energy Trading - Power, LP, regularly entered into forward
contracts, swaps and derivative contracts for commodities
including coal, electricity and environmental credits.

In May 2001, ET Power entered into a Master Coal Purchase and
Sale Agreement and a related Security Agreement with LWF Leasing,
LLC.  Pursuant to the Security Agreement, LWF Leasing granted ET
Power a first priority security interest in certain inventory,
accounts, goods, instruments, and equipment to secure its
obligations under the Master Agreement.

To further secure LWF Leasing's obligations under the Master
Agreement, the parties entered into a Leasehold Option Agreement.
Under the Option Agreement, LWF Leasing granted ET Power the
option to assume all of LWF Leasing's rights and obligations
under a lease agreement between LWF Leasing and The Elk Horn Coal
Corporation.

The Master Agreement provided that on an event of a default the
non-defaulting party is authorized to terminate the contract and
establish an early termination date for purposes of settlement
valuations.

ET Power's Chapter 11 petition represented an event of default.

Consequently, by letter dated July 21, 2003, LWF Leasing notified
ET Power of the termination of the Master Agreement, and
established July 8, 2003 as the Early Termination Date.

The Master Agreement provides that upon an early termination, the
non-defaulting party must net its gains and losses under all
transactions into a single amount and notify the defaulting party
of that amount.  Moreover, if the non-defaulting party's gains
exceed its losses, it will pay to the defaulting party the
difference between the gains and losses.

According to Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, LLP, in Baltimore, Maryland, LWF Leasing never notified
ET Power of its calculations of the Termination Payment.  Mr.
Fletcher relates that, as calculated on the Early Termination
Date, the Master Agreement had a $7,332,194 forward value, which
LWF Leasing has an obligation to pay -- plus interest -- to ET
Power.

In September 2004, ET Power notified LWF Leasing of its
obligation to pay the Termination Payment.  To date, LWF Leasing
has not responded to the Demand Letter.

In this regard, ET Power asks the U.S. Bankruptcy Court for the
District of Maryland to compel LWF Leasing to turn over the
Termination Payment in an amount to be determined at trial, but
not less than $7,332,194 plus applicable interest.  ET Power
contends that the Termination Payment constitutes property of its
estate under Section 541(a) of the Bankruptcy Code.

ET Power also demands compensatory damages in an amount to be
determined at trial, but not less than $7,332,194 plus applicable
interest:

   (a) for LWF Leasing's breaches of the Master Agreement and
       other transactions; and

   (b) as a direct result of LWF Leasing's withholding of funds
       which represents an unjust benefit of LWF Leasing at ET
       Power's expense.

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)


NAVISTAR INT'L: Launching $250 Million Private Debt Offering
------------------------------------------------------------
Navistar International Corporation (NYSE:NAV) plans to raise
$250 million through a private offering of senior notes due 2012.
The company intends to use the proceeds for general corporate
purposes.

The securities offered will not be or have not been registered
under the Securities Act of 1933, as amended, or the securities
laws of any other jurisdiction and may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements.  This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
such notes.  The company plans to issue the notes only to
qualified institutional buyers under Rule 144A and to persons
outside the United States under Regulation S.

                        About the Company

Navistar International Corporation (NYSE: NAV) --
http://www.nav-international.com/-- is the parent company of
International Truck and Engine Corporation.  The company produces
International(R) brand commercial trucks, mid-range diesel engines
and IC brand school buses and is a private label designer and
manufacturer of diesel engines for the pickup truck, van and SUV
markets.  With the broadest distribution network in North America,
the company also provides financing for customers and dealers.
Additionally, through a joint venture with Ford Motor Company, the
company builds medium commercial trucks and sells truck and diesel
engine service parts.

                          *     *     *

Moody's Investor Service and Standard & Poor's assigned their
low-B ratings to Navistar International's 7-1/2% senior notes due
2011 last year.


NAVISTAR INT'L: S&P Rates Proposed $250 Mil. Senior Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and its senior unsecured and subordinated debt
ratings on Warrenville, Illinois-based Navistar International
Corp.  The outlook remains stable.  At the same time, Standard &
Poor's has assigned its 'BB-' rating to the company's proposed
$250 million senior notes due 2012.

"The affirmation follows announcements from Navistar of its
intention to issue $250 million of senior notes, proceeds of which
will be used for general corporate purposes, including repayment
of existing debt and helping to fund potential strategic
initiatives," said Standard & Poor's credit analyst Eric
Ballantine.

Navistar is the world's leading supplier of mid-range diesel
engines.  U.S. industry heavy-duty truck sales rose more than 40%
during 2004 from 2003, and Standard & Poor's expects full-year
2005 results to be up at least 20%, reaching a robust 240,000
units.  Sales growth is being boosted mainly by improving U.S.
economic conditions and substantial replacement demand.  It is
anticipated that sometime in late 2006 or early 2007 a cyclical
downturn will occur.

"Improving market conditions during 2005 should result in improved
earnings and cash flow for Navistar," Mr. Ballantine said.

Navistar is expected to maintain a manufacturing cash balance of
at least $500 million throughout the year, with the balance
slipping below that level during the company's seasonal low (the
company's fiscal first quarter).  If cash balances were to be
below this level for a significant time, it could result in
ratings pressure.  Debt reduction is expected to be minimal over
the near term, as relatively high capital expenditures, strategic
initiatives, and costs associated with retirement plans are
expected to limit free cash flow.


NUTRI-GARDENS INC: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Nutri-Gardens, Inc.
        9630 South Oakridge
        Pahrump, Nevada 89041

Bankruptcy Case No.: 05-11265

Type of Business: The Debtor developed a crop system.  It is
                  highly effective hydroponic food production
                  system (produce that is grown in water instead
                  of soil) that can grow virtually any vegetable
                  or plant.  The Debtor also grows exotic
                  medicinal herbs.
                  See http://www.nutri-gardens.com/

Chapter 11 Petition Date: February 24, 2005

Court:  District of Nevada (Las Vegas)

Judge:  Linda B. Riegle

Debtor's Counsel: Paul Michaelson, Esq.
                  Michaelson & Associates
                  1771 East Flamingo Road #212b
                  Las Vegas, Nevada 89119
                  Tel: (702) 731-2333
                  Fax: (702) 731-2337

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Internal Revenue System                        $90,000
Mail Stop 627I-T
PO Box 9950
Ogden, Utah 84409

Leroy Baingo and Marion Baingo                 $40,500
Ling Trust, dated May 30, 1997
c/o Nadine Levy, Successor Trustee
15862 Vincennes Street
North Hills, California 91343-2921

Joe Argier                                     $40,000
1529.5(sic) West Bonanza
Las Vegas, Nevada 89106

Sun Agra                                       $14,505
3527 Mount Diablo Boulevard #414
Lafayette, California 94549

Fred Erickson                                  $13,000
5020 Alto Drive
Las Vegas, Nevada 89107

MBNA                                           $11,181

Floyd's Construction                            $8,000

Visa Card - NSB                                 $8,000

Nye Company Property Taxes                      $6,500

Mariani                                         $6,000

H&M Pipe                                        $5,000

John Lambertson                                $3,8000
                                                 (sic)

Greenhouse Systems USA                          $3,600

Neil Couch                                      $3,400

Hortica                                         $1,235

Union Penn Company                                $204


ONSOURCE CORP: Dec. 31 Balance Sheet Upside-Down by $1.6 Million
----------------------------------------------------------------
OnSource Corporation (OTCBB: OSCE) reported financial results for
its fiscal second quarter ended Dec. 31, 2004.

                             Revenues

Total revenues were $595,926 for the three months ended December
31, 2004, a decrease of $108,372 or 15% compared to $704,298 for
the same period in 2003.  Sales of products increased from
$541,649 in 2003 to $554,256 in 2004.  For the six months ended
December 31, 2004, total revenues decreased $169,471 or 13% from
$1,291,090 in 2003 to $1,121,619 in 2004.  Product sales for the
six month period were $1,038,075 in 2004 compared to $970,381 in
2003, an increase of $67,694 or 7%.  Service revenues declined
because we sold our facility management contracts effective
January 1, 2004.  Product sales increased because of our expanded
marketing efforts.

                            Net Income

Net loss for the three months ended December 31, 2004, was
$(6,564) compared to net income of $5,273 for the quarter ended
December 31, 2003.  For the six months, net income increased 69%
to $66,620 for the period ended December 31, 2004, compared to
$39,378 for the 2003 period.  The deterioration for the three
month period was primarily a result of a decline in product gross
margins caused by increasing competitive pressure.  The
improvement for the six month period was primarily the result of
our cost control measures, which reduced operating expenses by
$19,679.

                         Osmotics Pharma

As previously announced, OnSource signed a non-binding Letter of
Intent to merge with Osmotics Pharma, an early stage
pharmaceutical company located in Denver, Colorado.  The merger is
subject to certain conditions.

                        About the Company

OnSource Corporation is the parent company of Global Alaska
Industries, Inc., which owns and operates Alaska Bingo Supply,
Inc., located in Anchorage, Alaska.

At Dec. 31, 2004, OnSource Corp.'s balance sheet showed a
$1,590,719 stockholders' deficit, compared to a $1,664,839 deficit
at June 30, 2004.


ORDERPRO LOGISTICS: Inks Settlement with Major Shareholder Group
----------------------------------------------------------------
OrderPro Logistics Inc. (OTCBB: OPLO) disclosed that an agreement
was reached with Richard Windorski, the company's former CEO, and
a group of additional shareholders, for the return of in excess of
37 million shares of common stock of OrderPro Logistics Inc.
Under the terms of the settlement agreement, all outstanding
lawsuits between the parties and OrderPro have been settled.
Also, all of the reacquired shares will be returned to the
company's treasury and cancelled.

Jeffrey Smuda, president and chief executive officer of OrderPro
Logistics Inc., stated, "The management of OrderPro Logistics Inc.
is extremely excited to be able to consummate this settlement
transaction.  This significant reduction of total shares
outstanding and the simultaneous settlement of all legal action is
a tremendous benefit to our existing shareholders, and the future
of the company.  We are excited about, and dedicated to,
refocusing our efforts on rapidly building a profitable company
for our loyal shareholders."

                   About OrderPro Logistics Inc.

OrderPro Logistics Inc. -- http://www.orderprologistics.com/--  
was created to capture the potential of the Internet in the
transportation and logistics industry by employing new and
innovative processes.  OrderPro Logistics Inc. can integrate every
aspect of the customer shipping needs from order entry through
successful delivery.  Customer priorities, shipment integrity,
best quality, and optimization of every load is the objective of
supply chain management with OrderPro Logistics Inc.  lowering
costs while adding value in process and service.

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 3, 2005,
OrderPro Logistics, Inc., reported a $10,655,008 net loss in the
quarter ending Sept. 30, 2004, and a $1,569,623 negative cash flow
from operations.  At Sept. 30, the company's balance sheet showed
a working capital deficiency of $2,113,957 and a $1,395,399
stockholders' deficit.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.  The
ability of the Company to continue as a going concern is dependent
on the Company's ability to raise additional funds and become
profitable.  The condensed consolidated financial statements do
not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.


PACIFIC LIFE: S&P Junks $38 Million Class A-3 Notes
---------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-1 notes and withdrew its ratings on the class A-2A, A-2B, and
A-2C notes issued by Pacific Life CBO 1998-1 Ltd., an arbitrage
high-yield CBO transaction.  At the same time, Standard & Poor's
affirmed its rating on the class A-3 notes.

The upgrade on the class A-1 notes is based on the $4.281 million
paydown of the notes on the Feb. 15, 2005, payment date.  The
class A-1 notes have a current outstanding balance of
$12.478 million (23.11% of original balance).

The rating withdrawals follow the complete paydown of the class
A-2A, A-2B, and A-2C notes on the Feb. 15, 2005, payment date.

                       Ratings Withdrawn
                 Pacific Life CBO 1998-1 Ltd.

                  Rating               Balance (mil. $)
      Class   To          From       Previous     Current
      -----   --          ----       --------     -------
      A-2A    N.R.        AAA           5.395        0.00
      A-2B    N.R.        AAA           0.803        0.00
      A-2C    N.R.        AAA           1.198        0.00

                        Rating Raised
                 Pacific Life CBO 1998-1 Ltd.

                  Rating               Balance (mil. $)
      Class   To          From       Previous     Current
      -----   --          ----       --------     -------
      A-1     AAA          A-          16.759      12.478

                       Rating Affirmed
                 Pacific Life CBO 1998-1 Ltd.

             Class   Rating       Balance (mil. $)
             -----   ------       ----------------
             A-3     CCC-                   38.000


PARTNER COMMUNICATIONS: Board Okays Selling of Shares to Partner
----------------------------------------------------------------
Partner Communications Company Ltd. (NASDAQ:PTNR) (TASE: PTNR)
(LSE:PCCD) said that, upon the recommendation of its audit
committee, its Board of Directors has approved the acceptance of
the offer made by three of its founding Israeli shareholders:
Elbit Limited, Eurocom Communications Limited and Polar
Communications Limited, who offered to sell all of their 31.7
million Partner shares (17.2% of ordinary shares) to Partner.

Pursuant to this offer, Matav Investments Limited, Partner's other
founding Israeli shareholder, would have the right to also
participate in the sale to the Company.  In the event that Matav
elects to sell shares, the number of shares sold would increase to
33.3 million Partner shares (18.1% of ordinary shares) and all of
the founding Israeli shareholders would continue to hold further
shares constituting in the aggregate 5% of Partner's fully diluted
shares.

The Sellers' offer price will be calculated as a 10% discount to
Partner's 20 day volume-weighted average share price on the day
before the shareholder meeting called to approve the transaction
on the TASE and is subject to a minimum price of NIS 31.04 (US$
7.10) and a maximum price of NIS 32.22 (US$ 7.37) per share.

The offer is conditional upon various conditions precedent,
including the release of the share pledges in favor of Partner's
lending banks currently governing the shares.  In approving the
share buy back transaction, Partner's board of directors noted
that acceptance of the offer by Partner will also be subject to it
obtaining shareholders approval with the majority required for
transactions with controlling shareholders and regulatory consents
and approvals required by law or Partner's general license,
including, among others:

   -- the consent of the Ministry of Communications to changes in
      Partner's license including the reduction of the minimum
      Israeli shareholding requirement in Partner; and

   -- securing the necessary financing and bank approvals

There is no assurance that Partner's shareholders will approve the
share buy back transaction, or that the other conditions for
closing will be met.  We understand that our founding shareholders
have entered into an arrangement regarding the sale of Partner
shares if the shareholders do not approve the transaction, or the
closing conditions are not met.

                        About the Company

Partner Communications Company Ltd. --
http://www.investors.partner.co.il/-- is a leading Israeli mobile
communications operator providing GSM/GPRS/UMTS services and wire
free applications under the preferred orange(TM) brand.  The
Company commenced full commercial operations in January 1999 and,
through its network, provides quality of service and a range of
features to 2.34 million subscribers in Israel.  Partner
subscribers can use roaming services in 152 destinations using 333
GSM networks.  The Company launched its 3G service in 2004.
Partner's ADSs are quoted on NASDAQ under the symbol PTNR and on
the London Stock Exchange (LSE) under the symbol PCCD.  Its shares
are quoted on the Tel Aviv Stock Exchange (TASE) under the symbol
PTNR.

                          *     *     *

Partner Communications' 13% senior subordinated notes due 2010
carry Moody's Investor Service and Standard & Poor's single-B
ratings.


POCONO INCREDIBLE: Judge Thomas Dismisses Bankruptcy Case
---------------------------------------------------------
The Honorable John J. Thomas of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania dismissed and formally terminated
the bankruptcy case filed by Pocono Incredible Inn, Inc., on Jan.
25, 2005.  Judge Thomas also barred the Debtor from refilling
another bankruptcy case for 180 days after the Court's dismissal
order.

Judge Thomas based his decision to dismiss the case on the request
filed by Valley National Bank, one of the Debtor's creditors, on
Jan. 8, 2005.  The Debtor owes Valley National $850,000 under a
Note dated Sept. 2, 1999.  Ernst Meier, the owner of Pocono
Incredible, personally borrowed the money on behalf of his
company.

Valley National cited in its request that:

   a) Mr. Meier granted a mortgage to Valley National on his real
      property, a 120-room motel with restaurant and banquet
      facilities located in Wayne County, Pennsylvania, and this
      property is subject of a foreclosure action by Valley
      National;

   b) Mr. Meier, individually, was the subject of his own
      bankruptcy cases in Wayne County district, a chapter 7 case
      that commenced on Aug. 12, 2003, and a separate chapter 13
      case that commenced on Nov. 19, 2003, with the final decree
      in the chapter 7 case issued on April 2, 2004, and the
      chapter 13 case voluntarily dismissed on January 7, 2004;

   c) the two previous bankruptcy filings by Mr. Meier, and a
      previous chapter 11 filing of his company, filed in
      the Southern District of New York, converted to a chapter 7
      proceeding on Oct. 21, 2004, and transferred to the Middle
      District of Pennsylvania, was to delay the three foreclosure
      sales attempted by Valley National on the real property; and

   d) Valley National has not received a mortgage payment on its
      loan since August 2001 and is owed arrearages, including
      late fees, insurance, taxes and attorneys fees well in
      excess of $250,000, plus the outstanding principal balance
      of $836,000.

Judge Thomas concluded that these facts demonstrate bad faith on
the part of Mr. Meier and his company to delay the foreclosure
actions of Valley National and deny its right to repayment of the
loan.

Headquartered in Fort Montgomery, New York, Pocono Incredible Inn,
In., operates a resort on 60 acres of naturally wooded countryside
beside Lake Tammany.  The Company filed for chapter 11 protection
on August 23, 2004 (Bankr. S.D.N.Y. Case No. 04-37012 transferred
to Bankr. M.D. Pa. Case No. 04-55268).  The Court converted the
case to a chapter 7 proceeding on Oct. 21, 2004.  The Court
formally terminated the case on Jan. 25, 2005.  John A. Poka,
Esq., of Milford, Pennsylvania represented the Debtor.  When the
Debtor filed for chapter 11 protection, it listed more than $100
million in estimated assets and debts.


POPE & TALBOT: Forest Management Risk Talks Delay Sale Closing
--------------------------------------------------------------
Pope & Talbot, Inc., (NYSE:POP) said that the closing of the
acquisition of the Fort St. James sawmill from Canfor Corporation,
which was expected to happen on Tuesday, March 1, has been delayed
to accommodate the Provincial government of British Columbia's
desire to involve First Nations in a discussion regarding any
forest management risk associated with the sale.

This process is expected to take 60 days at which time, it is
anticipated the close of this transaction will be announced.

As reported in the Troubled Company Reporter on Dec. 28, 2004,
Pope & Talbot entered into an agreement to acquire the
Fort St. James sawmill, including timber tenures with 640,000
cubic meters of annual allowable cut, from Canfor Corporation for
approximately CDN$39 million or approximately US$32 million, plus
the value of certain inventory, which will be determined at
closing.

The Fort St. James sawmill, located in the Northern Interior of
British Columbia, has an annual capacity of 250 million board feet
of spruce, pine, fir lumber production.  The Fort St. James
sawmill was constructed in 1969 with its last major rebuild in
1999.

Pope & Talbot -- http://www.poptal.com/-- is a pulp and wood
products company.  The Company is based in Portland, Oregon and
traded on the New York and Pacific stock exchanges under the
symbol POP.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the U.S. and Canada.  Markets
for the Company's products include the U.S., Europe, Canada, South
America, Japan, China, and the other Pacific Rim countries.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2004,
Moody's Investors Service affirmed the Ba2 senior implied, Ba3
issuer and Ba3 senior unsecured ratings of Pope & Talbot, Inc.
The rating outlook continues to be stable.

Ratings Affirmed:

   * Ba3 for the US$75 million of 8.375% debentures and
     US$50.8 million of 8.375% senior notes, both due
     June 1, 2013,

   * Ba2 for Pope & Talbot's senior implied rating, and

   * Ba3 for its senior unsecured issuer rating.

As reported in the Troubled Company Reporter on July 15, 2004,
Standard & Poor's Ratings Services revised its outlook on pulp and
lumber producer, Pope & Talbot, Inc., to stable from negative.
The corporate credit and senior unsecured debt ratings are
affirmed at 'BB'.


PPM HIGH: Fitch Junks High Yield Note Classes A-3 & B
-----------------------------------------------------
Fitch Ratings downgrades one class of notes issued by PPM High
Yield CBO I Company Ltd.  These rating actions are effective
immediately:

   -- $147,164,920 class A-1 notes downgraded to 'BB' from 'BBB-';
   -- $22,000,000 class A-2 accreting notes affirmed at 'AAA';
   -- $55,700,000 class A-3 notes remain at 'CC';
   -- $73,100,000 class B notes remain at 'C'.

PPM High Yield CBO I is a collateralized bond obligation - CBO
-- managed by PPM America.  PPM High Yield CBO I closed on March
2, 1999.  The notes are supported by a portfolio primarily
consisting of high yield corporate bonds.

Since the last rating action on Aug. 23, 2004, the collateral
credit quality has shown signs of improvement with the weighted
average rating improving to 'B' as of the January 2005 trustee
report from 'B-' as of the July 2004 trustee report.  This is due
mainly to lower credit quality bonds being called, as well as the
asset manger's decision to reduce the exposure in one credit risk
security.

However, since the last rating action, the overcollateralization
-- OC -- ratio has declined to a level of 54.9% from 65.3% and the
class A and class B interest coverage - IC -- ratios have
deteriorated to 88.22% and 48.5% relative to 128.11% and 70.8%,
respectively.  All OC and IC test are failing the minimum required
levels set by the indenture.

The deterioration in interest coverage is due to a decline in the
weighted average coupon and a significantly overhedged position in
an interest rate swap.  This has resulted in the continued
diversion of principal proceeds to cover interest shortfalls.
Since the last rating action, an additional $2.6 million of
principal proceeds were used to pay interest shortfalls to the
class B noteholders.  This is an increase from the $1.2 million of
principal diverted to pay class B noteholders on the June 2004
payment.  The extent of additional principal diversions is
dependent on the rate of calls and the movement of interest rates.

There is a structural feature called the interest default test,
which, if activated, would divert interest payments away from the
class A-3 and B notes toward the redemption of the class A-1
notes.  The test would require that either the cumulative default
level reach 54% or the current default percentage reach 8%.  As of
the January 2005 trustee report, the cumulative default level was
25.6% and the current default percentage 0%.  Given the current
thresholds, it is unlikely that interest default test will be
activated.

The class A-2 accreting notes were defeased with a U.S. treasury
instrument maturing on May 15, 2011.  The 'AAA' rating on the
class A-2 notes reflects the treasury strip rating collateralizing
the notes.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A-1 notes no longer reflect
the current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


PREMCOR REFINING: Moody's Reviews Ratings on $1B Loan for Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed Premcor Refining Group's (PRG)
ratings under review for upgrade.  Premcor Refining is wholly
owned by Premcor, Inc.  Premcor's senior implied and senior
unsecured note ratings are Ba3 and the rating outlook has been
positive.

The ratings affected are.

   1) Premcor Refining's Ba2 Senior Secured rating of a $1 billion
      bank facility ($800 million and $200 million tranches).

   2) Premcor's Ba3 Senior Implied and B1 non-guaranteed Senior
      Unsecured Issuer Ratings.

   3) Premcor Refining's Ba3 rated senior unsecured notes.

   4) Premcor Refining's B2 rated senior subordinated notes.

   5) PAF's Ba3 rated Senior Secured notes.

In spite of Premcor Refining's ongoing heavy capital spending,
acquisition and releveraging risk, and lost first quarter earnings
power due to scheduled maintenance at the Port Arthur refinery,
Moody's decision to move to a review for upgrade now rests on
several factors.  This includes enhanced internal funding strength
due to:

   1) an unseasonably strong fourth quarter 2004 on historically
      wide crude oil quality price differentials,

   2) inherently greater visibility now on an expected seasonally
      sound second and third quarter crack spread environment,

   3) the strong margin benefit of continuing very wide crude oil
      price differentials, and

   4) if an acquisition is announced, funding would occur later
      this year after further earnings accumulation.

The review for upgrade will be completed within thirty to sixty
days of an assumed first quarter completion, without material
incident, of Premcor Refining's scheduled turnaround work at its
key Port Arthur refinery.

While Premcor Refining has accumulated large cash balances, and
while Moody's expects supportive gasoline and distillate margins
and very supportive price differentials between heavy/sour and
light/sweet crude oil this year, the review will consider an
updated margin outlook at the time, heavy 2005 and 2006 capital
spending needs, considerable acquisition and releveraging risk,
and whether Delaware City's operating costs can move to the stated
goals.

During the review, it will also be helpful to the degree a firm
project completion date comes into view for the important Port
Arthur refinery expansion.  When completed, that project should
add considerably to Premcor Refining's earnings power at normal
historic averages for heavy/sour and light/sweet crude oil price
differentials and add very substantially to earnings power at
current historically wide differentials.

Moody's perceives Premcor Refining as having the necessary
expertise, transaction skills, and market credibility to put
together a very major acquisition.  If upgraded, we would not wish
to see leverage inordinately stretched after an acquisition.
Given the volatility of margins, we would not want leverage to
rise above 50% to 55% and would want to see an ability to return
to the 40% to 45% range within six months to nine months.

Assuming ample internal or equity funding, the addition of one or
more quality refineries would be credit accretive to the degree it
significantly reduces Premcor Refining's portfolio risk exposure
to unscheduled refinery downtime, to a narrowing of regional or
U.S. margins, and to secular threats to any individual refinery.
The degree to which Premcor states it would spread acquisition
risk (particularly in the current very high acquisition price
environment) over an appropriate blend of balance sheet cash, new
equity, and debt will weigh on the ratings decision.

In spite of record 2005 capital spending requirements due to heavy
Tier II low sulfur capital spending and the attractive Port Arthur
expansion, Premcor Refining generated a very substantial cash
cushion during 2004 and benefited too during the traditionally
weaker fourth quarter by historically wide price discounts between
heavy Mexican Maya crude oil and the U.S. West Texas Intermediate
(WTI) crude oil.

Higher light sweet crude oil prices tend to drive refined light
product prices.  Accordingly, refineries such as Port Arthur, that
have already incurred the heavy capital investment needed to
process cheaper heavy sour crude oils earn their widest margins
when light product crack spreads are healthy and heavy/light crude
oil price differentials are at their widest.

At year-end 2004, Gross Debt/Total Capital was 46% (32% on net
debt).  Principally on expected 2005 earnings accretion, such
leverage could approach 41% gross or 29% net.  After $1.1 billion
of 2004 EBITDA, Moody's anticipates 1Q05 EBITDA in the range of
$165 million to $175 million, 2005 EBITDA in the $850 million to
$1 billion range depending on sector margins and differentials,
2005 gross interest expense in the range of $160 million, and 2005
capital spending (excluding acquisitions) in the range of
$770 million including $45 million of capitalized interest.  We
project roughly $500 million of 2006 capital spending.

Moody's capital spending estimates (1) exclude any future projects
to improve the Lima refinery's sour crude oil and high value clean
products capacity and (2) are based on present capital cost
estimates for the Port Arthur expansion, Tier 2 and low sulfur
diesel capex, Delaware City wet gas scrubber capital spending, and
normal heavy maintenance and turnaround capital spending.

Premcor, Inc., is headquartered in Old Greenwich, Connecticut.


QWEST COMMS: Amends MCI Merger Proposal to Compete with Verizon
---------------------------------------------------------------
Qwest Communications International, Inc., (NYSE: Q) submitted this
letter to the board of directors of MCI, Inc.

   February 24, 2005

   The Board of Directors
   MCI, Inc.
   Attention: Chairman, Board of Directors
   22001 Loudoun County Parkway
   Ashburn, VA 20147

   Dear Mr. Katzenbach:

   Despite being denied access to MCI legal, financial and
   operational information that has been provided to other
   interested parties, on February 11, 2005, Qwest proposed a
   stock and cash merger with a value of $24.60 per MCI share.
   Qwest reconfirmed this proposal to MCI on February 13, 2005.
   MCI has failed to provide meaningful guidance or direction in
   response to the Qwest proposal.  Consequently, with only press
   reports and lawsuits as sources of information for how the MCI
   Board evaluated the components of our proposal, Qwest tenders
   this revised proposal, the terms of which are even more
   compelling for your stockholders.

   Before turning to a discussion of the particulars of Qwest's
   revised proposal, it is important to emphasize that a Qwest/MCI
   merger would create an exciting and important new
   telecommunications company, of which MCI would become a
   meaningful part.  The merger of Qwest and MCI would create a
   company with a strong market position, demonstrated commitment
   to superior customer service and innovative products and
   services, and the potential for significant value creation
   through cost synergies.  The combination would create the
   industry leader in IP, with the most advanced IP-based network
   and compelling suite of IP based services.  We believe that it
   was these prospects that caused MCI to discuss a proposed
   combination with Qwest continuously over the last ten months.
   We remain excited about the future of our combined companies
   competing in the telecommunications marketplace and we are
   committed to our belief that a Qwest/MCI merger creates a
   superior value opportunity for the MCI stockholders as compared
   to a Verizon/MCI transaction.

   Qwest believes this revised proposal is superior to the Verizon
   transaction, because it delivers greater value in cash and
   stock per MCI share, synergy value of approximately $18 per MCI
   share in a combined Qwest/MCI enterprise and more favorable
   regulatory certainty and speed.

   In addition, Qwest has also submitted pro forma financial
   profiles to MCI that demonstrate that the merger of Qwest/MCI
   would, on the closing date, yield a balance sheet likely to
   result in a credit profile substantially similar to, if not
   better than, that enjoyed by the two companies today.  The
   "business as usual" cash flows from the Qwest/MCI combination
   alone would drive immediate improvement in the credit ratios
   and the added cash flows from synergies would dramatically
   speed even greater improvement in those ratios.  It should be
   noted that neither MCI nor Qwest has had any difficulty
   accessing the credit markets on a stand-alone basis, and Qwest
   is confident the combined company will also have no such
   difficulty.

   Qwest is confident that the significantly smaller footprint
   overlap (business, consumer and network) in a Qwest/MCI
   combination will lead to fewer and less extensive divestiture
   demands from regulatory agencies and will avoid the industry
   concentration and public policy issues the Verizon/MCI merger
   presents.  Clearly, this simpler regulatory review process for
   a Qwest/MCI transaction will deliver value to stockholders
   faster and with fewer "friction costs".

   With respect to synergies, Qwest advisers and management
   believe -- and it would appear a substantial number of MCI
   stockholders agree -- that there are significant cost synergies
   available in a Qwest/MCI merger.  The value of these synergies
   can only be realized by MCI stockholders in any meaningful way
   if those stockholders retain a substantial portion of the
   combined company as they will in a Qwest/MCI merger (where they
   will retain approximately 40%) as opposed to a Verizon/MCI
   combination where they will only retain 5% of the combined
   company.  Estimates of these potential cost synergies come from
   many sources including: MCI public statements about their
   stand-alone efficiencies, discussions between Qwest and MCI and
   analyses of potential cost synergies carried out under our non-
   disclosure agreement that took place continuously over the last
   ten months and Qwest management experience with such matters.

   In addition to the balance sheet, regulatory and synergy
   benefits to MCI stockholders of a Qwest/MCI combination
   summarized above, Qwest would like to describe the modified
   economic terms of our proposal and highlight some enhancements
   to our previous proposal, which should be even more compelling
   to MCI stockholders.  Qwest's revised proposal represents an
   aggregate value today of $24.60 per share to MCI stockholders
   consisting of $9.10 in cash and $15.50 in stock consideration
   to be delivered as follows:

        (i) $6.00 per share in cash to be paid by MCI in regularly
            scheduled quarterly dividends and in a special
            dividend upon MCI stockholder approval of the
            transaction,

       (ii) $3.10 in cash per share to be paid by Qwest at
            closing, and

      (iii) $15.50 per share to be paid in Qwest stock at closing.

   In addition we have provided protection to your stockholders
   from a potential decline in the Qwest share price during the
   period between signing and closing by means of a "collar".
   Further economic details of our proposal are provided in the
   term sheet attached hereto as Exhibit A.

   Additionally, to facilitate the MCI Board's deliberation, Qwest
   would enter into an agreement with representations, covenants,
   closing and termination provisions substantially comparable to
   those in the Verizon agreement, except for certain improvements
   for the benefit of the MCI stockholders, as summarized below
   and more fully described on Exhibit B hereto.  A copy of the
   merger agreement marked to show Qwest's proposed changes from
   the Verizon agreement will subsequently be provided to your
   legal counsel.  Any merger agreement would be subject to
   approval by Qwest's Board of Directors.

   In summary, the structural improvements in Qwest's proposal as
   compared to the Verizon merger agreement include:

      -- There is greater flexibility to creatively expedite the
         regulatory approval process without jeopardizing the
         transaction because Qwest will agree to take remedial
         actions required to solve regulatory problems other than
         those that would have material adverse effect on the
         combined company (Verizon's required remedial actions are
         measured by whether they would have a material adverse
         effect on either Verizon (considered as the size of MCI)
         or MCI);

      -- There is greater commitment to close a Qwest/MCI
         transaction quickly because Qwest will commit to avoid
         any action that would materially delay the closing beyond
         the date otherwise achievable (Verizon has retained the
         right to delay closing under certain circumstances);

      -- MCI's regularly scheduled quarterly dividends will be
         paid and a special dividend will be paid at the time of
         MCI stockholder approval in an aggregate amount equal to
         the total MCI "excess cash" as determined by MCI in
         accordance with its plan of reorganization (representing
         a near-term payout to MCI stockholders of approximately
         $1.50 per share more than under the Verizon proposal);
         and

      -- MCI stockholders will be protected from a potential
         decline in Qwest's share price prior to closing by means
         of a "collar" (Verizon provides no such downside
         protection against movement in its share price).

   To promptly finalize the terms of a merger agreement Qwest is
   prepared to execute, Qwest requests that MCI provide Qwest the
   following materials -- the schedules MCI delivered in
   connection with the Verizon/MCI agreement, including copies of
   the documents referenced therein, and certain MCI tax
   information which MCI previously indicated it would deliver to
   Qwest.  To simplify the MCI Board's review of Qwest's revised
   proposal, Qwest has based this proposal on the Verizon/MCI
   merger agreement.  However, it has been particularly difficult
   for Qwest to submit a revised proposal that highlights all of
   the advantages of a Qwest proposal because the disclosure
   schedules and other exhibits to the merger agreement remain
   secret and are unavailable to us.

   Finally, we would note that based upon today's closing prices
   for both Qwest and Verizon, the value of our offer to the MCI
   stockholders is approximately 20% higher than the Verizon
   offer, before taking into account the superior synergy value of
   $18 per MCI share and the enhanced regulatory benefits of the
   Qwest transaction.

   MCI's agreement with Verizon allows MCI to engage in
   negotiations with Qwest and provide Qwest information in light
   of the superior proposal summarized by this letter.  The
   Verizon agreement also allows MCI to negotiate and provide
   Qwest information merely upon its determination that Qwest's
   revised proposal could reasonably be expected to lead to a
   superior proposal as compared to the Verizon acquisition.  The
   facts demonstrate that it is in the best interests of MCI
   stockholders for MCI to engage with Qwest immediately in
   meaningful discussions regarding Qwest's improved revised
   proposal and Qwest urges you to do so.

   Sincerely yours,

   Richard C. Notebaert
   Chairman and Chief Executive Officer

   cc: Mr. Larry Grafstein
       Lazard Freres & Co.

       Mr. Phillip Mills
       Davis Polk & Wardwell


                           Exhibit A
                         Economic Terms

      Consideration:        Qwest common stock and cash to MCI stockholders
      ----------------------------------------------------------------------
      Value:                Offer Value:  $24.60 per share consideration to
                                           MCI stockholders

                            Offer consists of:

                            (i) $9.10 in cash;  and

                            (ii) $15.50 of Qwest common stock ("Stock
                             Consideration") based on an exchange ratio of
                             3.735 Qwest shares per MCI share, subject to
                             the Value Protection Mechanism described in
                             "Value Protection Mechanism Regarding Qwest
                             Stock Component" below.

                            The value of the Stock Consideration is based on
                             a Qwest stock price of $4.15 - we would note
                             that the Qwest average trading price over the
                             past 20 days is $4.18.

                            In addition, please refer to "Example of Overall
                             Potential Value to MCI Stockholders."

                            Pro forma ownership split of approximately 40.0%
                             MCI / 60.0% Qwest, subject to the Value
                             Protection Mechanism.
      ----------------------------------------------------------------------
      Value Protection      -- In the event that the average trading price
       Mechanism Regarding   for Qwest common stock during a period of 20
       Qwest Stock           trading days prior to the closing of the
       Component:            transaction (the "Qwest Share Price") does not
                             equal $4.15 per share, then the exchange ratio
                             shall be adjusted as follows:

                            -- If the Qwest Share Price is between and
                             inclusive of $3.74 and $4.14, then the exchange
                             ratio shall be adjusted upward to deliver value
                             of $15.50 in Stock Consideration to MCI
                             stockholders.  However, Qwest may at its option
                             deliver all or a portion of this value
                             protection in cash in lieu of common stock.

                            -- If the Qwest Share Price is between and
                             inclusive of $4.16 and $4.57, then the exchange
                             ratio shall be adjusted downward to deliver
                             value of $15.50 in Stock Consideration, to MCI
                             stockholders.

                            -- If the Qwest Share Price is below $3.74, then
                             the exchange ratio shall be 4.144.  However,
                             Qwest may at its option deliver all or a
                             portion of this value protection in cash in
                             lieu of Qwest common stock, provided that the
                             exchange ratio will under no circumstances be
                             less than 3.735.

                            -- If the Qwest Share Price is above $4.57, then
                             the exchange ratio shall be 3.392.

                            As a result of this Value Protection Mechanism,
                             the value of the Stock Consideration is
                             protected against a decline of up to 10% in the
                             stock price of Qwest.
      ----------------------------------------------------------------------
      Cash Consideration:   Approximately $6.00 of the $9.10 cash
                             consideration will be paid as a special
                             dividend to be declared and paid as soon as
                             practicable following MCI stockholder approval
                             of the transaction.  The $6.00 special dividend
                             will be reduced by the $0.40 per share cash
                             dividend approved by the MCI Board of Directors
                             on February 11, 2005 and by the amount of any
                             dividends to be declared by MCI during the
                             period from February 14, 2005 to the
                             consummation of the merger (subject to any
                             limitations imposed by MCI debt covenants).
      ----------------------------------------------------------------------
      Specified Included    The cash and stock consideration outlined herein
       Liabilities           will be subject to adjustment with respect to
                             the specified included liabilities on
                             substantially the same terms as provided in the
                             Verizon agreement.
      ----------------------------------------------------------------------
      Example of Overall    For clarity, given the above and assuming a
       Potential Value to    December 31, 2005 closing, each MCI stockholder
       MCI Stockholders:     would receive between signing and closing:

                            -- Approximately $6.00 in cash in quarterly and
                              special dividends;

                            -- Approximately $3.10 in cash at closing; and

                            -- 3.735 Qwest shares in Stock Consideration at
                             closing subject to the Value Protection
                             Mechanism.

                            -- Assuming MCI stockholders own 40% or more of
                             the combined company, they would also likely
                             realize approximately $18 per share of value
                             from cost synergies - yielding a total value to
                             MCI stockholders in a merger with Qwest in
                             excess of $40 per share.
      ----------------------------------------------------------------------

                           Exhibit B
                          Legal Terms

Qwest would enter into an agreement on substantially the same
terms regarding representations, covenants, closing and
termination provisions as MCI's merger agreement with Verizon,
subject to the following modifications:

   -- In addition to agreeing to operate in the ordinary course
      between signing and closing, Qwest will further agree that
      it will not take actions that would materially delay the
      closing of the merger.  As a result, the covenant included
      in last sentence of Section 5.3 of the Verizon agreement
      would not be needed.

   -- Qwest will agree to use reasonable best efforts to obtain
      all necessary regulatory approvals, which will include
      taking any remedial actions other than those that have a
      material adverse effect on the combined entity of MCI and
      its subsidiaries and Qwest and its subsidiaries, taken as a
      whole.

   -- MCI will agree to elect out of section 382(l)(5) of the
      Internal Revenue Code and will represent that it has not and
      will not be required to make any material reduction under
      Section 1017 of the Code in the tax basis of any asset that
      has been classified as a current asset in MCI's financial
      statements.

   -- Consummation of the transaction would of course require the
      approval of Qwest stockholders.  Qwest does not anticipate
      that such approval would add an element of delay or risk to
      the consummation of the merger.

In addition, please note these items with respect to the offer and
the proposed merger agreement:

   -- The merger agreement will not have a financing condition.

   -- In response to previous comments of MCI's counsel, the
      merger agreement will have an outside termination date
      identical to the Verizon agreement, that is, 12 months
      unless regulatory approvals are not yet satisfied or issues
      remain unresolved regarding specified included liabilities
      that adjust the merger consideration, in which case the
      outside termination date can be extended up to a total of 16
      months in the case of issues related to specified included
      liabilities or 18 months from the date of the execution of
      the agreement in the case of regulatory approvals.

   -- Closing will occur after all regulatory and stockholder
      approvals are obtained, which is anticipated to be
      approximately nine to twelve months after signing.

                         About MCI Inc.

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

                          About Qwest

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

At Dec. 31, 2004, Qwest Communications' balance sheet showed a
$2,612,000,000 stockholders' deficit, compared to a $1,016,000,000
deficit at Dec. 31, 2003.


QWEST COMMS: Opens 2 New Residential Solutions Centers in Arizona
-----------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) discloses the
opening of new company retail stores in Flagstaff and Prescott.
The company has opened nine new Qwest locations in the state
during the last year as part of a region-wide retail expansion.
Qwest now has 75 retail stores in 12 states.

Qwest is the only communications provider to offer a full-service
retail environment with personal, face-to-face assistance for a
complete spectrum of communications choices.  Customers can get
expert advice and purchase wireless, high-speed Internet service,
home-phone packages, long-distance service and DirecTV.
Additionally, each Qwest store has a convenient bill drop, and all
Qwest retail associates can make feature changes and assist with
billing inquiries and technical support.

"The Solution Center setting allows Qwest to provide customers
with the high level of personal assistance and service that they
are looking for," said Pat Quinn, Qwest state president for
Arizona.  "Bringing additional locations to Arizona allows Qwest
to serve more customers in this face-to-face setting."

Qwest's new locations are at Flagstaff Mall in Flagstaff and
Prescott Gateway Mall in Prescott.  Existing locations are: Desert
Sky Mall, Arizona Mills, Qwest Service Center and Metrocenter in
Phoenix; Superstition Springs Center in Mesa; and Park Place and
Tucson Mall in Tucson.

                        About the Company

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

At Dec. 31, 2004, Qwest Communications' balance sheet showed a
$2,612,000,000 stockholders' deficit, compared to a $1,016,000,000
deficit at Dec. 31, 2003.


RELIANCE GROUP: Liquidator Wants to Sell Lot for $33.2 Million
--------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania and Liquidator of Reliance Insurance Company, asks
Judge James Collins of the United States Bankruptcy Court for the
Southern District of New York for permission to sell 182.91 acres
of real property to Greenway Associates, LLC, for $33,211,964.
The parcel of real property is located in Loudoun County,
Virginia.

Jerome B. Richter, Esq., at Blank, Rome, in Philadelphia, relates
that the Property was purchased in 1987 when RIC acquired 409
acres of land for $26,634,439, or $1.49 per square foot.  Of the
409 acres, 112.5 acres were zoned residential and 296.5 were
zoned commercial.  At $1.49 per square foot, the 112.5 acres of
residential land had a pro rata cost of $7,301,745, while the
296.5 acres of commercial land had a pro rata cost of
$19,332,694.  During the governmental approval process, 41.5
residential acres were designated and dedicated as flood plain,
community recreational space, or roadway improvements.  The
remaining 71 net acres of residential land were sold in five
transactions between 1999 and 2002 for $22,970,800.  Of the 296.5
acres of commercial land, 84.7 acres were set aside and dedicated
as flood plain, right-of-way or toll road use during the
development approval process.

The Property is part of the remaining commercially zoned land.
While originally calculated to encompass 211.81 acres, a recent
survey revealed that the parcel actually totals 210.53 acres.
The Liquidator had an Agreement to sell this acreage to Toll
Brothers Realty Trust for $16,511,000.  However, the transaction
was terminated after TB Realty Trust demanded unacceptable price
concessions during the due diligence period.

TB Realty Trust was the winner of a bidding process.  After the
termination of the TB Realty Trust contract, RIC's brokers re-
established contact with other competing bidders, but none were
willing to re-open negotiations.  RIC determined that the Loudoun
Parkway Center was not saleable on an as-is basis at the
appraisal value.  RIC investigated the possibility of rezoning
selected portions of the remaining commercial land and discovered
that there was a greater demand for retail commercial use than
office commercial use.  A mixed-use site, with significant retail
footage, would present a better marketing platform for the
remaining office land, as office users would demand immediate
access to a variety of retail services.  As a result, RIC began
pursuing a strategy to rezone certain parts of the commercial
land so portions could be used for retail commercial, office
commercial and residential.

Approximately 27.62 of the 210.53 remaining acres of commercially
zoned property was sold to TC Midlantic Development, Inc., for
$7,599,247 early in January 2004.  The TC Midlantic Agreement,
which was contingent on TC Midlantic having the 27.62 acres
rezoned, has not been consummated.  Loudoun County informed RIC
and TC Midlantic that the rezoning call for was not likely to
occur.  Due to that fact and the potential sale of the larger
parcel to Greenway, TC Midlantic asked RIC to sell the 27.62
acres without a rezoning condition at a reduced price-reflecting
the diminished value under the existing "commercial office only"
development restrictions.  RIC is currently completing
negotiations with TC Midlantic and expects to execute a new
contract shortly.  The new TC Midlantic contract will then be
presented to the Commonwealth Court for approval.

In early 2004, Loudoun County informed RIC that rezoning the
remaining tract would be looked upon favorably if the property
were sold to a developer unrelated to RIC with a significant
national or local real estate development presence.  RIC asked
its brokers, Cassidy and Pinkard, to contact the former bidders
to gauge interest in purchasing the Property conditioned on
rezoning.  Six large developers, three of which had a national
presence, and all with a presence in Loudoun County, were asked
to submit bids.  Three complied and Greenway submitted the
winning bid.

The Agreement provides Greenway with the right to pursue rezoning
at the Property at its sole cost and expense.  Greenway will
accept the Property in as-is condition.  If the TC Midlantic
Agreement is not consummated, Greenway is obligated to purchase
the 27.62 acres, with the base purchase price will be increased
to $37,300,000.

If any contingencies increase the Purchase Price, Greenway will
provide an irrevocable letter of credit amounting to $5,000,000
to secure its obligations to pay those additional amounts in the
event the triggering approvals are obtained.

Greenway has paid a $4,000,000 non-refundable deposit into
escrow.  RIC is obligated to spend up to $100,000 to cure any
local code or other violations between the effective date of the
Agreement and closing, if necessary.  RIC will pay Cassidy and
Pinkard a broker's fee of 3.5% of the Purchase Price, or
$1,162,418.

RIC has $2,508,800 in surety bonds securing certain bonded
improvements and cash escrows of $574,244 securing certain
escrowed improvements, posted with Loudoun County and the Loudoun
County Sanitation Authority.  Greenway will assume all of RIC's
obligations to complete the improvements.  Within 90 days of
closing, Greenway will execute new Bond and Escrow Agreements
with the Loudoun County Entities, assuming all liability and
replacing RIC as obligor.  To secure these obligations, at
closing, Greenway will provide RIC with a $2,508,800 irrevocable
letter of credit to secure the Bonds and will make a $574,244
cash payment to reimburse RIC for the cash escrow.

Greenway is financially able to consummate the transition.
Greenway is owned by Trident Investments, LLC, of Michigan.
Trident indicated that as of October 31, 2004, it had total
assets of $55,041,665.  One of Trident's members is Anthony
Soave.  As of December 31, 2004, Mr. Soave and his wife had a
total net worth of $452,942,000.

The Liquidator obtained the advice of Robert G. Johnson, MAI of
JMSP, Inc., located in Herndon, Virginia.  Mr. Johnson prepared
an appraisal report dated January 11, 2005, that calculated the
fair market value for the Property as $19,300,000, in contrast to
the Purchase Price of $33,211,964.

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)


REMEDIATION FINANCIAL: Disclosure Statement Hearing Set for Apr. 5
------------------------------------------------------------------
The Honorable Charles G. Case II of the U.S. Bankruptcy Court for
the District of Arizona will convene a hearing at 1:30 p.m., on
April 5, 2005, to consider the adequacy of the Disclosure
Statement filed by Remediation Financial, Inc., and its debtor-
affiliates to explain their Joint Plan of Reorganization.

The Debtors filed their Disclosure Statement and Joint Plan on
Jan. 28, 2005.  The Plan implements two major agreements entered
by the Debtors in their bankruptcy proceedings:

  a) the Debtors' Settlement Agreement with Zurich American
     Insurance Company and certain of its affiliates, dated
     Dec. 22, 2004, and

  b) the Debtors' Purchase and Sale Agreement with Lewis-Soledad
     Canyon, L.L.C., dated Dec. 1, 2004.

The consummation of the Plan is conditioned on the approval and
completion of those two agreements and the funding provisions of
the Plan rely upon them.

The Zurich Settlement Agreement provides for the Debtors'
settlement of their disputes with the Zurich Companies.  The Court
will convene a hearing to approve the Zurich Settlement Agreement
on Mar. 10, 2005.  The Purchase and Sale Agreement provides for
the sale of substantially of the Debtors' real estate and related
assets to Lewis-Soledad Canyon, LLC, or any other bidder approved
by the Court.  The Court will convene a hearing to approve the
Sale Agreement on May 4, 2005.

The Plan groups claims against and interests in Remediation
Financial into four classes.  Unimpaired claims consist of Other
Priority Claims, totaling $4,800, which will be paid in full on
the Effective Date.

Impaired Remediation Financial Claims consist of:

   a) Non-Insider Unsecured Claims, to receive a Pro Rata portion
      of the proceeds of the sale of the unencumbered assets of
      Bermite Recovery LLC, after the payment in full of all
      Priority Claims;

   b) Insider Unsecured Claims, to receive their Pro Rata
      distribution of all remaining proceeds of the Remediation
      Financial Unencumbered Property only upon the full payment
      of Class 1 and Class 2 claims; and

   c) Equity Interests, which Myla Bobrow will retain following
      Plan's confirmation subject to the terms of a Voting Trust
      under the Plan.

Debtor-affiliates RFI Realty, Inc., Santa Clarita, L.L.C., and
Bermite Recovery L.L.C., have their own groups of claims and
interests under the Plan and their respective treatments are
specified under the Plan.

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

    http://www.researcharchives.com/bin/download?id=050224022447

         - and -

    http://www.researcharchives.com/bin/download?id=050224024357

Objections to the Disclosure Statement, if any, must be filed and
served by March 29, 2005.

Headquartered in Phoenix, Arizona, Remediation Financial Inc. is a
real estate developer.  The Company and its debtor-affiliate filed
for chapter 11 protection on July 7, 2004 (Bankr. Ariz. Case No.
04-10486).  Alisa C. Lacey, Esq., at Stinson Morrison Hecker LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets of more than $100 million and estimated debts of
$10 million to $50 million.


SALOMON BROTHERS: Fitch Puts Low-B Ratings on 2 Cert. Classes
-------------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc.'s commercial
mortgage pass-through certificates, series 2000-NL1, are upgraded
by Fitch Ratings:

    -- $10.9 million class G certificates to 'AAA' from 'AA';
    -- $5.9 million class H certificates to 'AA-' from 'A';
    -- $4.2 million class J certificates to 'BBB+' from 'BBB'.

In addition, Fitch affirms these classes:

    -- Interest-only class X at 'AAA';
    -- $12.6 million class C at 'AAA';
    -- $6.7 million class D at 'AAA';
    -- 15.9 million class E at 'AAA';
    -- $5 million class F at 'AAA';
    -- $8.4 million class K at 'BB';
    -- $3.3 million class L at 'B-'.

Fitch does not rate the $4.8 million class M certificates.
Classes A-1, A-2, and B have paid off in full.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs and amortization.  Since Fitch's last rating
action, five loans have paid off, reducing the outstanding
certificate balance by 36%.  As of the February 2005 distribution
date, the pool's aggregate certificate balance has decreased 73.1%
to $77.6 million from $334.2 million at issuance.  None of the
loans have lockout provisions.

There is one loan (6.3%) in special servicing.  The loan is
secured by a 60,849 square feet - sf -- office property is
Waltham, Massachusetts.  The loan transferred to the special
servicer in May 2004 due to imminent default.  Since then, the
loan has become 60 days delinquent due to a high vacancy and
reduced market rents.  The special servicer is in negotiations
with the borrower for a possible work out and is considering a
deed-in-lieu of foreclosure.


SCIENTIFIC GAMES: Earns $4.4 Million of Net Income in 4th Quarter
-----------------------------------------------------------------
Scientific Games Corporation (Nasdaq: SGMS) reported financial
results for the fourth quarter and year ended Dec. 31, 2004.
Revenues in the fourth quarter of 2004 were $182.6 million
compared to $176.8 million in the fourth quarter of 2003.
Net income was $4.4 million in the fourth quarter of 2004 compared
to net income before non-cash preferred stock dividend of
$15.0 million in the fourth quarter of 2003. In the fourth quarter
of 2003, the non-cash preferred stock dividend was $2.0 million.

EBITDA for the fourth quarter of 2004 was $51.2 million compared
to $47.2 million in the comparable period of 2003.

During 2004, revenues increased to $725.5 million from $560.9
million in 2003, an increase of 29%.  Net income before preferred
stock dividend was $65.7 million in 2004, compared to net income
before non-cash preferred stock dividend of $52.1 million or $0.59
per diluted share in 2003.  The preferred stock dividend was $7.7
million in 2003 and $4.7 million for 2004.  The preferred stock
dividend was eliminated when the holders converted the preferred
stock into common stock in August 2004.

EBITDA was $209.0 million in 2004, an increase of 33% from $157.0
million in 2003.

The Company benefited from strong instant lottery ticket sales,
the acquisition of IGT OnLine Entertainment (OES) and the
launching of the new online lottery in North Dakota and the new
instant ticket lottery in Tennessee throughout 2004 as well the
fourth quarter of 2004.  These results were partially offset by:

   -- a $16.9 million charge in connection with its December 2004
      debt refinancing and the repayment of most of its previously
      outstanding subordinated debt;

   -- a $6.1 million charge for its share of startup costs for the
      Italian joint venture that began selling instant tickets in
      June 2004; and

   -- approximately $3.1 million of non-recurring charges in the
      pari-mutuel segment largely as a result of adjustments
      identified during completion of its Sarbanes-Oxley review.

Net income for the fourth quarter of 2004 before these unusual
items would have been $22.5 million for the fourth quarter of
2004, and $83.8 million.

Lorne Weil, Chairman and CEO, commented, "In many respects, the
fourth quarter was a very exciting one for our company.  We
concluded a debt refinancing that enabled us to virtually
eliminate our 12-1/2% senior subordinated notes; converted most of
our floating rate debt into fixed rate instruments; and increased
our credit facilities by $300 million. The result of this balance
sheet restructuring is approximately $10 million less in interest
expense for 2005 and the addition of substantial resources to grow
the company far into the future."

"Instant ticket revenues continued to be extraordinarily strong in
the quarter, especially among our cooperative services customers,"
Mr. Weil continued.  "We won a new instant lottery contract for
the Louisiana Lottery, the extension of our Iowa online lottery
contract, as well as a new video lottery monitoring and control
agreement for Maine -- together representing at least $22.3
million in revenues over the next few years."

"In fact, the whole of 2004 was a very successful year for us as
we won the $67 million Loteria Electronica online lottery award in
Puerto Rico; extended all five of the US online lottery contracts
that were eligible for extension; added three new instant lottery
ticket customers, bringing us to 26 US customers for whom we are
the primary supplier; extended our cooperative services contract
with the Pennsylvania Lottery; and won the two new video lottery
monitoring contracts in New Mexico and Maine.  In Germany we
closed on the acquisition of the instant ticket provider,
Printpool Honsel, launched our third Internet-based wagering game,
and just signed an agreement to provide Oddset wagering services
for Sports Toto in Korea."

"Although pari-mutuel and venue management revenues have declined
from last year, management is in the process of improving the
operations of those divisions by negotiating new agreements and
pursuing new venues.  During 2004, we added four new tote services
customers for total of $3.8 million in revenues over the terms of
their respective contracts.  Scientific Games Racing also won
several contract extensions securing over $9 million in revenues
over the extension periods.  Our simulcasting division has signed
six new customers and extended several contracts, representing
$8.5 million in revenues.  New management at Autotote Enterprises
has signed two new racebook agreements, one with Isle of Capri for
its Our Lucaya casino in the Bahamas and the other with TRAXCO,
Inc. for the racetrack and off-track betting locations on St.
Croix.  In addition, to attract more account wagering in
Connecticut, our cable television horseracing show is currently
broadcast into a total of 700,000 cable subscribers' homes."

                             Outlook

"In 2005 all indications are that instant lottery ticket sales
will continue to be robust both at home and abroad," Mr. Weil
continued.  "Higher price point games, licensed brand tickets and
new instant ticket play styles all drive sales and we believe
these products will continue to be popular. Our new, networked
vending solutions are also encouraging customers to expand their
distribution of lottery products."

"Our focus on expanding our international presence has yielded
tangible results.  In Italy instant ticket sales have already
reached the $1.4 billion annualized retail sales level. The
acquisition of Printpool Honsel, completed in December, should
enable us to help German lotteries realize substantial increases
in their sales over the next few years.  We also just launched our
third Internet-based gaming system in Germany bringing to eight
the number of Germany lotteries for which we provide maintenance
and support. These gaming systems offer lottery games, sports
wagering and instant games through the Internet."

"In recent years, online lottery sales growth has been tied to the
large jackpots typical of the multi-state games like Powerball(R)
and MegaMillions(R).  In 2004 Scientific Games introduced a new
online game in Pennsylvania called Match 6(TM) which was extremely
successful. Now Delaware is about to launch its own version.
Match 6(TM) is the first in a full line of new online lottery
games the company plans to roll out over the next several years."

Mr. Weil said, "As many of you know, we announced an important
strategic alliance with International Game Technology (IGT) in
mid-January. As we submit bids to provide our AEGIS(R)-Video
central monitoring and control systems for government-sponsored
gaming networks, we will now be including features offered by
IGT's Advantage(R) System such as loyalty management programs,
accounting and E-Z Pay systems. We believe this will be a unique
and successful combination of features."

                          Sarbanes-Oxley

In connection with the preparation of the Company's consolidated
financial statements for the year ended December 31, 2004, the
Company determined that it had an internal control deficiency that
constitutes a "material weakness" as defined by the Public Company
Accounting Oversight Board's Accounting Standard No. 2.  The
Company has concluded that it had insufficient personnel resources
and technical accounting expertise within the accounting function
to resolve non-routine or complex accounting matters.

As a result, management will be unable to conclude that the
Company's internal controls over financial reporting are effective
as of Dec. 31, 2004.  Therefore Deloitte & Touche LLP will issue
an adverse opinion with respect to the Company's internal controls
over financial reporting. The Company is in the process of
remediating this material weakness.

Over the past year, Scientific Games has devoted significant
resources to assess and strengthen its internal controls in the
context of the Sarbanes-Oxley Section 404 review.  The indicated
weakness concerns unusual accounting transactions and does not
affect the Company's financial strength or business prospects.

                     About Scientific Games

Scientific Games Corporation -- http://www.scientificgames.com/--  
is the leading integrated supplier of instant tickets, systems and
services to lotteries, and the leading supplier of wagering
systems and services to pari-mutuel operators. It is also a
licensed pari-mutuel gaming operator in Connecticut and the
Netherlands and is a leading supplier of prepaid phone cards to
telephone companies. Scientific Games' customers are in the United
States and more than 60 other countries.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Moody's Investors Service raised its ratings on Scientific Games
Corporation.  The company's senior implied rating is now at Ba2.
Moody's also assigned a B1 rating to the company's new $200
million senior subordinated notes due 2012 and a Ba2 rating to its
new senior secured bank facility.  The new senior secured bank
facility is comprised of a $200 million 5-year revolver and a $100
million 5-year term loan.  The rating outlook is stable.


SEROLOGICALS CORP: Posts $3.5 Million of Net Income in 4th Quarter
------------------------------------------------------------------
Serologicals Corporation (NASDAQ:SERO) reported financial results
for the fourth quarter and twelve months ended Jan. 2, 2005.
Fourth quarter revenues increased 49.2%, to $69.2 million,
compared to $46.4 million in the same period last year.  Revenues
for the year ended January 2, 2005 increased 33.4% to
$195.9 million, compared to $146.9 million in the year ended
December 28, 2003.

As the result of its numerous acquisitions over the past three
years, the Company has decided to provide pro forma results that
exclude acquisition amortization and other similar acquisition
related costs.  The Company is providing pro forma information as
an addition to, and not as a substitute for, financial measures
presented in accordance with GAAP.

Fourth quarter pro forma net income was $9.2 million, or $0.26 per
share, compared with $7.4 million in the fourth quarter of 2003.
Pro forma net income and pro forma earnings per share increased
23.2% and 8.3%, respectively.  Pro forma net income from
continuing operations for the year ended January 2, 2005 was
$24.7 million, compared with $18.8 million for 2003.  This
represents an increase of 31.1% and 11.3% in pro forma net income
and pro forma earnings per share, respectively.

                  President & CEO Perspectives

"We are very pleased with our strong finish for 2004 both in terms
of revenue growth and increased profitability in all our business
units," said David A. Dodd, President and CEO.  "In 2004 we saw a
remarkable transformation of Serologicals into becoming a truly
global life sciences company focused on all aspects of the
biomedical pipeline from drug discovery through bio-manufacturing.
While achieving this significant transformation, we are pleased
that we were able to exceed the annual guidance for revenue and
earnings provided in January 2004 and also to achieve record
revenue and pro forma earnings for the quarter and the year."

"I am also particularly pleased with the pace of integration
activities with respect to the acquisition of the Upstate Group.
We have made significant progress in a number of critical
functional areas including sales and marketing, manufacturing,
accounting and finance, human resources, information systems and
research and development.  The Upstate business unit finished 2004
on a strong note with increased sales and delivery of drug
screening services.  As a result, for the quarter, Upstate
delivered $15.4 million of revenue with increased gross margins
and was accretive to our earnings in 2004 by more than $1.1
million in net income or $0.03 per share on a pro forma basis."

Further commenting on the Company's performance, Mr. Dodd noted:

   -- "The Company said it purchased the assets of Specialty
      Media, a division of Cell & Molecular Technologies.
      Specialty Media develops and supplies a variety of specialty
      stem cell culture media formulations and supplements as well
      as cells and research reagent tools to the life science
      industry. This acquisition will further strengthen our
      leadership position in supporting stem cell research.

   -- "We completed the acquisition of the Upstate Group on
      October 14, 2004 which represented another significant step
      in positioning Serologicals as a major partner to our
      customers providing products and services to support drug
      research, discovery and development. At the same time, we
      announced the appointment of Aaron J. Shatkin, Ph.D, to the
      Company's Board of Directors.

   -- "On November 15, 2004, we announced the formation of
      Celliance which will focus on expanding the Company's
      customer base and revenue growth in the bioprocessing
      marketplace. The Celliance business unit is responsible for
      the research, development, manufacturing and
      commercialization of the Company's cell culture supplement
      and diagnostic products and contract research services
      through Celliance BioServices. We recently announced the
      entire senior management team of Celliance which is led by
      its business unit president, Dave Bellitt.

   -- "We continue to see positive results in our EX-CYTE(R)
      evaluation program. Approximately 500 new evaluations of EX-
      CYTE(R) were initiated during 2004 and approximately 115
      evaluations were completed by year-end. Most promising, 32
      of those companies have stated that they expect to use EX-
      CYTE(R) in their initial production processes. A number of
      those companies have already purchased EX-CYTE(R), albeit in
      limited quantities at this time. We continue to believe that
      this program will result in increased demand for EX-CYTE(R)
      in future years.

   -- "Our Celliance business unit recently announced the
      introduction of Hybri-CYTE(TM), a serum-free cell culture
      supplement designed for use in hybridoma cell lines. Hybri-
      CYTE(TM) is the first in a new line of supplements that are
      designed specifically to eliminate the use of fetal bovine
      serum while incorporating a number of Celliance's
      proprietary cell culture products including EX-CYTE(R),
      Probumin(TM) BSA and Incelligent(TM) animal free insulin. A
      patent has been filed for Hybri-CYTE(TM).

   -- "The engineering and customer validation of our new EX-
      CYTE(R) facility in Lawrence, KS continues on schedule and
      below budget. We have produced initial lots of EX-CYTE(R) at
      Lawrence and have demonstrated that the final product meets
      both our internal, as well as our customer specifications.
      Formal customer product testing and facility audits are
      currently commencing. We are also working with our customers
      to understand customer product demand requirements for 2005
      and beyond in order to optimize the performance of our two
      EX-CYTE(R) manufacturing facilities.

   -- "Our research business units, Chemicon and Upstate,
      introduced 254 new products during the fourth quarter.
      Chemicon introduced 99 products, including new assays and
      reagents focused in the areas of neuroscience and stem cell
      research. In addition, Upstate introduced 155 products,
      including a range of new kinases, multiplex Beadlyte(R)
      assays and the new KinEase(TM) assays for Fluorescence
      Polarization (FP) based high throughput screening kinase
      inhibitors. Upstate is the industry leader in providing
      kinases used in kinase profiling with a current offering of
      almost 200 kinases and an aggressive plan to substantially
      increase its kinase panel by the end of 2005.

   -- "During the fourth quarter, Upstate completed the expansion
      of its drug screening facility in Dundee, Scotland. This
      expansion increased the available square footage from 11,000
      square feet to over 25,000 square feet, significantly
      expanding its drug screening capacity. The expanded facility
      has been operational since December 2004. In addition,
      Upstate also recently announced that it has entered into
      separate agreements to provide drug screening services for
      four leading companies utilizing Upstate's
      KinaseProfiler(TM) service for determining selectivity and
      specificity of potential therapeutic proprietary compounds.

   -- "In December 2004, we completed the closing of a public
      offering of 4,830,000 shares of our Common Stock at a price
      of $22.80 per share. We received net proceeds of $105.2
      million. We used approximately $80.0 million of the proceeds
      to repay our term indebtedness and the balance will provide
      additional resources to continue to pursue our strategic
      growth initiatives."

                  Fourth Quarter Results Summary

Revenues for the fourth quarter of 2004 totaled $69.2 million,
compared to $46.4 million in the fourth quarter of 2003, an
increase of 49.2%.  The increase in revenues in the fourth quarter
of 2004 over the same period in the prior year was due primarily
to the sales increase in the Research segment. The primary reason
for the increase in sales in the Research segment is the inclusion
of Upstate results for the fourth quarter. Upstate sales for the
fourth quarter were $15.4 million. Cell culture sales increased as
the result of higher sales of recombinant human insulin during the
quarter.

Operating income for the fourth quarter of 2004 was $8.8 million,
or 12.7% of revenue, compared to $10.9 million, or 23.6% of
revenue, in the fourth quarter of 2003. Pro forma operating income
before acquisition related amortization and other similar
acquisition related costs was $15.3 million, or 22.1% of revenue
in 2004 compared to $11.6 million or 24.9% of revenue in 2003.

Cash flows from operating activities were $16.9 million in the
fourth quarter of 2004 and $37.9 million for all of 2004. This
compares to cash flows from operating activities of $14.8 million
in the fourth quarter of 2003 and $18.1 million for the full year
2003.

                     Performance Highlights

Research Products and Services

Research revenue in the fourth quarter of 2004 increased
approximately $18.1 million, or 123.6%, over the prior year
quarter. In addition to the increased revenue recorded as the
result of the Upstate acquisition, Chemicon achieved revenue
growth of 21% which was driven by significant contributions in the
areas of neuroscience, molecular biology, bulk reagents and custom
services. Upstate revenue, while not included in the 2003
operating results for the Company, grew 29% compared to the fourth
quarter of 2003. Upstate growth was driven primarily by a 94%
increase in revenue from Kinase Profiling services.
Geographically, Research revenues increased 85% in Asia, 119% in
Europe and 135% in North America.

Cell Culture Products and Services

Cell Culture revenue increased 18.2% to $28.5 million over the
fourth quarter of 2003. EX-CYTE(R) sales in the quarter were $8.7
million, compared to $9.7 million in the fourth quarter of 2003.
Sales of the Company's proprietary bovine serum albumin
(Probumin(TM) BSA) in the fourth quarter of 2004 were $4.7
million, compared to $4.8 million in the fourth quarter of 2003.
Sales of recombinant human insulin (Incelligent)(TM) were $11.2
million for the quarter compared with $6.7 million in the fourth
quarter of 2003. Geographically, the quarterly revenue growth in
Cell Culture products came from North America where revenue was up
24% over 2003 and up 26% in European sales over 2003. Sales to the
rest of the world were down about $0.4 million for the fourth
quarter compared to the fourth quarter of 2003.

Diagnostic Products

Diagnostic revenues were $7.9 million in the fourth quarter of
2004, compared with $7.6 million in the fourth quarter of 2003.
Sales of diagnostic monoclonal antibodies and related products
were $6.9 million in the fourth quarter of 2004, compared with
$6.1 million in the prior year quarter. Sales of disease state
antibodies, detection products and other diagnostic products
decreased from the prior year, primarily because the prior year
included sales of diagnostic products that were sourced from our
donor center network, which was sold as part of the therapeutic
plasma divestiture.

               Other Q4 2004 Financial Information

   -- Available cash and short-term investments at the end of the
      quarter were $62.1 million, compared with $48.6 million at
      the end of 2003. Accounts receivable totaled approximately
      $46.9 million at the end of 2004, compared with $34.1
      million at the end of 2003.

   -- Capital expenditures for the fourth quarter of 2004 were
      $5.0 million and $19.8 million for the full year 2004.

                       About Serologicals

Serologicals Corporation (NASDAQ: SERO), headquartered in Atlanta,
GA., develops and commercializes consumable biological products,
enabling technologies and services in support of biological
research, drug discovery, and the bioprocessing of life-enhancing
products.  Our customers include researchers at major life science
companies and leading research institutions involved in key
disciplines, such as neurology, oncology, hematology, immunology,
cardiology, proteomics, infectious diseases, cell signaling and
stem cell research. In addition, Serologicals is the world's
leading provider of monoclonal antibodies for the blood typing
industry.

Serologicals employs a total of more than 1,000 people worldwide
in three Serologicals' companies: Chemicon International,
headquartered in Temecula, California, Upstate Group, LLC,
headquartered in Charlottesville, Virginia and Celliance
Corporation, headquartered in Atlanta Georgia.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2004,
Standard & Poor's Ratings Services revised the outlook on life
science company Serologicals Corporation to positive from stable
in light of the company's use of equity financing to repay
acquisition-related debt.

The 'B+' corporate credit, 'BB-' bank loan, and 'B-' subordinated
debt ratings on Atlanta, Georgia-based Serologicals are affirmed.
The recovery rating of '1' is also affirmed.

"The outlook revision reflects the company's improved capital
structure and demonstrated commitment to the careful use of
borrowings to support its growth initiatives," said Standard &
Poor's credit analyst David Lugg. "The latter is evidenced by the
recently completed equity offering."


S K New York LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: S K New York LLC
        150-24 Northern Boulevard
        Flushing, New York 11354-0000

Bankruptcy Case No.: 05-12422

Chapter 11 Petition Date: February 24, 2005

Court:  Eastern District of New York (Brooklyn)

Debtor's Counsel: Gary M. Kushner, Esq.
                  Forchelli, Curto, Schwartz, Mineo, et al.
                  330 Old Country Road
                  PO Box 31
                  Mineola, New York 11501
                  Tel: (516) 248-1700
                  Fax: (516) 248-1729

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  Unstated

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


SOLUTIA INC: Wants Until July 11 to Remove State Court Actions
--------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to further extend the
deadline to remove actions through and including July 11, 2005.

The Debtors are parties to numerous civil actions and are
represented by many different law firms in each of them.  During
the first year of their Chapter 11 cases, the Debtors and their
professional restructuring advisors have been focused primarily on
stabilizing and maintaining day-to-day operations, developing and
implementing an overall business plan to serve as the basis for a
plan of reorganization, analyzing complex contracts and
relationships in connection with the implementation of the
business plan, preparing and amending the Debtors' schedules of
assets and liabilities and statements of financial affairs,
establishing a bar date and beginning to analyze claims filed in
relation to the bar date, and addressing certain litigation
matters that are critical to the reorganization.

The Debtors' decision concerning whether to seek removal of any
particular Civil Action will depend on a number of factors,
including:

   (a) the importance of the proceeding to the expeditious
       resolution of the Debtors' Chapter 11 cases;

   (b) the time it would take to complete the proceeding in its
       current venue;

   (c) the presence of federal questions in the proceeding that
       increase the likelihood that one or more aspects thereof
       will be heard by a federal court;

   (d) the relationship between the proceeding and matters to be
       considered in connection with the plan, the claims
       allowance process and the assumption or rejection of
       executory contracts; and

   (e) the progress made to date in the proceeding.

The Debtors believe that the extension will afford them additional
time to make fully informed decisions concerning the removal of
the Civil Actions and assure that their valuable rights pursuant
to Section 1452 of the Bankruptcy Code can be exercised in the
appropriate manner.

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


SOUTH BRUNSWICK: Administrator Names 3-Member Special Committee
---------------------------------------------------------------
The Bankruptcy Administrator for the District of North Carolina
names three individuals to serve on a Special Committee of
Unsecured Creditors in South Brunswick and Sewer Authority's
chapter 9 case pursuant to 11 U.S.C. 901, 1102(a) and 1102(b):

       1. Gere Dale
          46 Calabash Drive
          Carolina Shores, North Carolina 28467

       2. Kenneth Grissett
          231 Longwood Road
          Ocean Isle Beach, North Carolina 28469

       3. Malcolm Grissett
          361 Longwood Road, NW
          Ocean Isle Beach, North Carolina 28469

The Special Committee is composed of land owners and taxpayers in
South Brunswick against whom taxes have been assessed.

South Brunswick Water and Sewer Authority filed for chapter 9
protection on November 19, 2004 (Bankr. E.D. N.C. Case No.
04-09053-8).  Trawick H. Stubbs, Jr., Esq., and Laurie B. Biggs,
Esq., at Stubbs & Perdue, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and $10
million and debts from $10 million to $50 million.


STATEN ISLAND: Moody's Reviewing Ba3 Ratings & May Upgrade
----------------------------------------------------------
Moody's Investors Service has placed the Ba3 ratings for Staten
Island University Hospital on Watchlist for possible downgrade,
affecting approximately $111 million of outstanding debt.
Simultaneously, we are also placing the A3 rating of Staten
Island's parent, North Shore-Long Island Jewish Health System
(NS-LIJ), on Watchlist for possible downgrade, affecting
approximately $480 million of outstanding debt (excluding the
Staten Island debt, which is not included in NS-LIJ's Obligated
Group).

The Watchlist action is due to:

  - A pending settlement between Staten Island Hospital, the New
    York State Attorney General (AG), the US Attorney's Office and
    the U.S. Office of the Inspector General (OIG) that is
    expected to result in a payment by Staten Island  that is
    considerably larger than the amount contemplated in May 2004
    when we last took rating action

  - As part of the settlement, Staten Island could be required to
    make an upfront cash payment that could materially reduce its
    liquidity from approximately 32 days cash on hand as of
    December 31, 2004

  - Uncertainty as to NS-LIJ's ongoing support for Staten Island

  - Preliminary Fiscal Year 2004 operating cash flow at SIUH that
    iIs 18% below budget

We expect to make a rating decision within 90 days, following
discussions with both Staten Island Hospital and NS-LIJ
management, receipt of both organizations' FY 2004 audits and
assessment of any credit impact that could result from final
settlement terms with the AG, US Attorney's office and OIG.


SYRATECH CORPORATION: Wants Ordinary Course Profs. to Continue
--------------------------------------------------------------
Syratech Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Massachusetts, Eastern
Division, for permission to continue employing professionals it
turns to in the ordinary course of business without bringing
formal employment applications to the Court every time.

In the day-to-day performance of their duties, the Debtors
regularly call upon various professionals, including attorneys,
accountants, actuaries and other consultants to carry out their
assigned responsibilities.

Because of the nature of the Debtors' businesses, it would be
costly, time-consuming and administratively cumbersome to require
each Ordinary Course Professional to file and prosecute separate
employment and compensation applications.  The Debtors submit that
the uninterrupted service of the Ordinary Course Professionals is
vital to its ability to reorganize.

The Debtors assure the Court that no payment to an ordinary course
professional will exceed $35,000 per month.

Although some of these 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 or other parties in interest.

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


SUPERIOR WHOLESALE: S&P Puts BB Rating on $52.20M Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Superior Wholesale Inventory Financing Trust XI's
$2,229,671,000 floating-rate asset-backed term notes series
2005-A.

The preliminary ratings are based on information as of
Feb. 23, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   -- credit enhancement sufficient to withstand losses at the
      assigned rating levels;

   -- a structure that includes certain amortization events,
      interest and principal allocation waterfalls, and several
      portfolio concentration thresholds limiting investor
      exposure to losses; and

   -- the underwriting and servicing capabilities of General
      Motors Acceptance Corp.

                  Preliminary Ratings Assigned
        Superior Wholesale Inventory Financing Trust XI

        Class               Rating       Amount (mil. $)
        -----               ------       ---------------
        A                   AAA                 2,000.00
        B                   A                    125.275
        C                   BBB+                  52.198
        D                   BB                    52.198


TOWER AUTOMOTIVE: First Meeting of Creditors Scheduled for Apr. 29
------------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Tower
Automotive, Inc., and its debtor-affiliates' creditors on April
29, 2005, at 2:30 p.m., in the Office of the U.S. Trustee located
at 80 Broad Street, 2nd Floor, in New York.  This is the first
meeting of creditors required under U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/--is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Trustee Appoints 7-Member Creditors Committee
---------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2,
appoints seven unsecured claimants to the Official Committee of
Unsecured Creditors in Tower Automotive, Inc., and its debtor-
affiliates' Chapter 11 cases:

    (1) MST Steel Corporation of Kentucky
        24417 Groesbeck Highway
        Warren, MI 48089
        Attn: Richard Thompson
        Tel. No. (586) 773-5460

    (2) The Bank of New York, as Indenture Trustee
        101 Barclay Street
        New York, NY 10286
        Attn: Martin Feig, Vice President
        Tel. No. (212) 815-5383

    (3) HSBC Bank USA, National Association, as Indenture Trustee
        10 East 40* Street
        New York, NY 10016
        Attn: Sandra E. Honvitz, Vice President
        Tel. No. (212) 525-1358

    (4) Quantum Partners
        c/o Soros Fund Management LLC
        888 Seventh Avenue
        New York, NY 10106
        Attn: Richard D. Holahan, Jr.
        Tel. No. (212) 397-5516

    (5) The Worthington Steel Company
        200 Old Wilson Bridge Road
        Columbus, OH 43085
        Attn: Dave Burt, Credit Manager
        Tel. No. (614) 840-4047

    (6) Wells Fargo Bank, National Association,
        as Indenture Trustee
        MAC N9303-120 Sixth and Marguette
        Minneapolis, Minnesota 55479
        Attn: Julie J. Becker, Vice President
        Tel. No. (612) 316-4772

    (7) Pension Benefit Guaranty Corporation
        1200 K Street, N.W.
        Washington, D.C. 20005
        Attn: Joel W. Ruderman, Esq., Staff Attorney
        Tel. No. (202) 326-4020

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 Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/--is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRIKING LLC: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Triking, LLC
        6806 Bee Cave Road, Suite 1A
        Austin, Texas 78746

Bankruptcy Case No.: 05-10865

Type of Business: The Debtor operates a Burger King restaurant in
                  Ferguson, Missouri.

Chapter 11 Petition Date: February 18, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Stephen W. Sather, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: 512-476-9103 Ext. 220
                  Fax: 512-476-9253

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Long Lane Master Trust IV     Debt                    $4,800,000
85 Broad Street               Value of Collateral:
New York, NY 10004            $400,000

Missouri Dept. of Revenue     Taxes                      $81,323
P.O. Box 840
Jefferson City, MO 65102

Burger King Corporation       Franchise Fees             $65,517
Attn: Jill Granat
5505 Blue Lagoon Drive
Miami, FL 33126

Food Service Supply, Inc.     Services                   $62,122

PFD Supply                    Services                    $7,764

Jani-King of St. Louis, Inc.  Services                    $1,244

Aire-Master                   Services                      $457

PSI Armored, Inc.             Services                      $399

Bluegrass Lawncare of St.     Services                      $340
Louis, LLC

MO-American Water             Services                      $272

Commercial Pumping            Services                      $207

King Uniform                  Services                      $185

Muzak Drive Thru Operations   Services                      $173


Cintas Corporation            Services                      $165

Angevine Bio Systems          Services                       $89

Coca-Cola Enterprises         Services                       $48

Oil Distribution               Services                      $16


TRITON CDO: S&P Junks $26.75 Million Class B Notes
--------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A notes issued by Triton CDO IV Ltd. on CreditWatch with positive
implications and, at the same time, affirmed its rating on the
class B notes.  Triton CDO IV is a high-yield arbitrage CBO
transaction managed by Triton Partners LLC.

The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the class A
notes since the previous rating action in September 2004.  The
primary factors include an increase in the level of
overcollateralization available to support the notes due to the
transaction's de-levering and a slight improvement in the overall
credit quality of the assets in the collateral pool.

Following the Dec. 23, 2004, payment date, $24.704 million was
paid down to the class A notes, resulting in outstanding principal
(as a percentage of the original $169.000 million aggregate
amount) of the class A notes of 11.63%.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Triton CDO IV Ltd. to determine the level
of future defaults the rated tranches can withstand under various
stressed default timing and interest rate scenarios, while still
paying all of the rated interest and principal due on the notes.
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the rating assigned to the
notes remains consistent with the amount of credit enhancement
available.

             Rating Placed on CreditWatch Positive
                       Triton CDO IV Ltd.

                 Rating           Current bal.  Original bal.
  Class    To              From       (mil. $)       (mil. $)
  -----    --              ----   -----------   ------------
  A        AA-/Watch Pos   AA-         19.654        169.000

                        Rating Affirmed
                       Triton CDO IV Ltd.

                           Current bal.   Original bal.
        Class    Rating         (mil.$)        (mil. $)
        -----    ------    ------------   -------------
        B        CCC-           26.750          26.750

Transaction Information

Issuer:              Triton CDO IV Ltd.
Co-issuer:           Triton CDO IV Funding Corp.
Current manager:     Triton Partners LLC
Underwriter:         Prudential Securities Inc.
Trustee:             JPMorgan Chase Bank
Transaction type:    Cash flow arbitrage high-yield CBO


TRUSSWAY INDUSTRIES: Creditors Must File Proofs of Claim by Mar. 1
------------------------------------------------------------------
Creditors of Trussway Industries, Inc., and its debtor-affiliates
have until Tuesday, March 1, 2005, to file their proofs of claim
evidencing their right to payment on account of claims arising:

   * before December 7, 2004, if the claim is against Trussway;

   * before December 9, 2004, if claim is against one of the
     other Debtors.

Proof of Claim forms must be received on or before 5:00 p.m. on
March 1 by:

               Kurtzman Carson Consultants LLC
               c/o Trussway Industries, Inc.
               12910 Culver Blvd., Suite I
               Los Angeles, California 90066-6709

or else the creditor is forever barred from asserting its claim.

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.


UAL CORP: Hires Jack B. Fishman & Associates as Local Counsel
-------------------------------------------------------------
UAL Corporation and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Northern District of Illinois' permission to employ
Jack B. Fishman & Associates of Crystal Lake, Illinois, as local
counsel, nunc pro tunc as of Dec. 1, 2004.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, reminds the
Court that it approved the retention of Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, for the limited purpose of pursuing
avoidance actions.  Pachulski does not have a local office in
Chicago and requires the assistance of local counsel to appear
before the Court and coordinate local filings.  Therefore,
Fishman will provide local counsel services to Pachulski.

Fishman currently serves as Trustee for potentially pursuing over
10,000 potential preference actions aggregating $400,000,000 in
potential preference payments for the GenTek Preference Claims
Litigation Trust.  Mr. Fishman is also Managing Director for
Bankruptcy Administration for the Beloit Corporation.

Fishman will not seek fees for its services.  Instead, Fishman
will only seek reimbursement from the Debtors' estates for actual
costs incurred in connection with retention as local counsel.
The costs to date do not exceed $1,500.

Fishman will prepare, coordinate, document and pursue various
adversary complaints as local counsel for Pachulski.

Fishman is qualified and able to represent the Debtors in a cost-
effective, efficient and timely manner.  Fishman has experience
in handling avoidance actions and adversary complaints.  Fishman
does not hold or represent an interest adverse to the Debtors'
estates and Fishman is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

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)


US AIRWAYS: Wants BofA Letter of Credit Procedures Clarified
------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to clarify
the procedures that govern the letters of credit issued by Bank of
America and its affiliates, Bank of America Mexico, S.A.,
Institucion de Banca Multiple and Grupo Financiero Bank of
America.

Prior to the bankruptcy petition date, the Bank of America
Entities issued 20 commercial letters of credit for the Debtors to
various beneficiaries.  The Debtors' reimbursement obligations
were secured by the Cash Collateral.

At the beginning of the proceedings, Bank of America asked the
Court to establish procedures for the letters of credit.  The
Court obliged on September 14, 2004.  Now, the parties agree that
the rights and obligations of Bank of America under the letter of
credit order should apply to each of the Bank of America Entities
that issued letters of credit for the Debtors.

The parties agree that:

   (a) Upon any drawing under any of the Letters of Credit:

          (i) the applicable Bank of America Entity will be
              permitted, without further Court order, to set off
              and apply an amount of the L/C Cash Collateral
              equal to the amount of drawing, together with any
              related customary fees and charges associates with
              the payment thereof, and the automatic stay should
              be lifted for the limited purpose of enabling the
              set-off; and

         (ii) the Bank of America Entities will provide the
              Debtors with prompt written notification of the
              amount of drawing and identifying the particular
              Letter of Credit under which the drawing has been
              made;

   (b) The Bank of America Entities will retain the L/C Cash
       Collateral in an interest bearing account;

   (c) The Bank of America Entities will be permitted to pay from
       the L/C Cash Collateral its customary letter of credit
       fees, account charges, breakage costs, and related
       expenses associated with the Letters of Credit and the
       maintenance of the L/C Cash Collateral account;

   (d) The Bank of America Entities may renew any of the Letters
       of Credit or extend the maturity dates of any of the
       Letters of Credit or modify or amend any of the terms of
       any of the Letters of Credit, all as provided by and in
       accordance with the applicable documentation.  The Bank of
       America Entities are permitted to provide the
       beneficiaries under any of the Letters of Credit with
       notices of the non-renewal of the respective expiry dates
       in accordance with the terms of each of the Letters of
       Credit; and

   (e) Upon the termination, cancellation, or expiration of all
       of the Letters of the Credit, the Bank of America Entities
       will return to the Debtors all remaining L/C Cash
       Collateral, after the payment of all reasonable and
       customary letter of credit fees, account charges, breakage
       costs, and related expenses.

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

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

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

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


USA FLORAL: ACON Investments Sells Florimex to Bencis Capital
-------------------------------------------------------------
ACON Investments, a Washington, D.C.-based global private equity
firm, has completed the sale of its controlling stake in Florimex
International, B.V., to Bencis Capital Partners, a Dutch private
equity investment group.  Terms of the sale were not disclosed.
Based In Aalsmeer, the Netherlands, Florimex is one of the leading
marketers and distributors of fresh cut flowers, potted plants and
decorative foliage worldwide.

ACON acquired Florimex in November 2001, when it received
Bankruptcy Court approval to purchase the International Division
of U.S.A. Floral Products, Inc.  The International Division
included all of USAFP's operations outside the United States,
which operated largely independent of USAFP's other operations.

Under ACON's ownership and direction, Florimex underwent a
significant transformation.  Initiatives undertaken included
relocating headquarters from Germany to the Netherlands,
centralizing the Company's administrative offices, refinancing the
capital structure assumed in ACON's original acquisition, turning
around several underperforming divisions and reorganizing the
management team.  As a result of these initiatives and the
exceptional leadership provided by Florimex's management team,
ACON was able to more than triple its equity investment in
Florimex in a period of 40 months.

ACON Investments is a Washington, D.C.-based private equity
investment firm which has managed approximately $725 million of
capital. Founded in 1996, ACON manages private equity funds and
special purpose partnerships with investments in the United
States, Europe and Latin America. Among its activities, ACON is
affiliated with Texas Pacific Group, one of the leading private
equity organizations in the world. ACON pursues a theme-based
investment strategy by focusing on industries or businesses at key
inflection points in their development and pursues these
opportunities in close partnership with established management
teams. ACON has offices in Washington, D.C. and Madrid, Spain.

Headquartered in Miami, Florida, USA Floral Products, Inc.,
together with its subsidiaries, filed for chapter 11 protection on
April 2, 2001 (Bankr. D. Del. Case Nos. 01-01230 through
01-01246).  William P. Bowden, Esq., at Ashby & Geddes, represents
the Debtor in its restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $253,285,000 in
total assets and $263,993,000 in total debts.  The Court confirmed
its chapter 11 plan on Dec. 12, 2001.


USG CORP: Wants to Further Expand Scope of PwC's Service
--------------------------------------------------------
USG Corporation and its debtor-affiliates seek the authority of
the U.S. Bankruptcy Court for the District of Delaware to further
expand the scope of PricewaterhouseCoopers, LLP's professional
services in their chapter 11 cases.

The Debtors want PwC to provide certain tax consulting services,
on the terms subject to a supplemental engagement letter.
Specifically, the Debtors expect PwC to:

    -- assist them with federal, state, local and foreign tax
       compliance and planning for the Debtors and their non-
       debtor affiliates; and

    -- provide other similar services as requested.

The Debtors believe that the Tax Services are necessary to enable
them to maximize the value of their estates and to reorganize
successfully.

The Debtors tell Judge Fitzgerald that PwC has a vast domestic and
international accounting and tax consulting practice and has
extensive experience in those fields.  Moreover, PwC has provided
professional services to the Debtors in the past and thus is
familiar with the Debtors' structure and operations.

The Debtors will pay PwC for its services on an hourly basis:

          Staff Level             Hourly Billing Rate
          -----------             -------------------
          Partner                       $520
          Senior Manager                $400
          Manager                       $300
          Senior Associate              $200
          Associate                     $150
          Administrative Staff           $75

PwC will also be reimbursed for necessary out-of-pocket expenses
incurred.

Dina M. Norris, a partner at PwC, assures the Court that the firm
has no connection with the Debtors, their creditors and any other
party with an actual or potential interest in their Chapter 11
cases.

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


WASHINGTON MUTUAL: Fitch Puts Low-B Ratings on Six Mortgage Certs.
------------------------------------------------------------------
Washington Mutual Asset Securities Corp. commercial mortgage pass-
through certificates, series 2005-C1, are rated by Fitch:

     -- $310,994,758 class A-1 'AAA';
     -- $228,000,000 class A-2 'AAA';
     -- $49,583,000 class A-J 'AAA';
     -- $8,942,000 class B 'AA';
     -- $13,005,000 class C 'A';
     -- $4,064,000 class D 'A-';
     -- $5,690,000 class E 'BBB+';
     -- $4,877,000 class F 'BBB';
     -- $5,690,000 class G 'BBB-';
     -- $8,128,000 class H 'BB+';
     -- $3,252,000 class J 'BB';
     -- $2,438,000 class K 'BB-';
     -- $2,439,000 class L 'B+';
     -- $812,000 class M 'B';
     -- $1,626,564 class N 'B-';
     -- $649,541,322 class X* 'AAA'.

* Notional amount and interest only.

All classes are offered publicly.  The certificates represent
beneficial ownership interest in the trust, primary assets of
which are 215 fixed-rate, seasoned loans having an aggregate
principal balance of approximately $649,541,322 as of the cutoff
date.

For a detailed description of Fitch's rating analysis, please see
the presale report titled 'Washington Mutual Asset Securities
Corp. Commercial Mortgage Pass-Through Certificates, Series 2005-
C1' dated Feb. 1, 2005, available on the Fitch Rating's web site
at http://www.fitchratings.com/


WESTAR ENERGY: Moody's Lifts Senior Unsecured Debt Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the debt ratings of Westar
Energy and its subsidiary Kansas Gas & Electric.  The ratings
upgraded include Westar's Issuer Rating to Ba1 from Ba2, senior
secured bonds to Baa3 from Ba1, senior unsecured debt to Ba1 from
Ba2, and preferred stock to Ba3 from B1.

Moody's also affirmed Westar's SGL-2 liquidity rating.  The
ratings upgraded for Kansas Gas & Electric include its first
mortgage bonds to Baa3 from Ba1, and senior secured lease
obligation bonds to Baa3 from Ba2.  This rating action concludes
the review for possible upgrade that was initiated on January 20,
2005.  The outlook is positive for both issuers.

The upgrade reflects the factors of:

   1) The company's successful divestiture of higher risk non-
      regulated businesses and its return to a pure-play regulated
      utility platform.

   2) Balance sheet improvement due to significant debt reduction
      that has been achieved with proceeds from asset sales and
      equity issuance.

   3) The expectation that cash flow metrics will continue to
      improve from historic levels.

   4) Improvements in relations with the Kansas Corporation
      Commission (KCC), buoyed by the company's success in meeting
      the restructuring schedule that had been agreed upon with
      the KCC to be achieved by year end 2004.

   5) The upgrade of Kansas Gas & Electric's senior secured lease
      obligation bonds to Baa3 from Ba2 reflects Moody's view of
      the value of the collateral associated with the base load
      Lacygne facility in comparison to the declining balance of
      the lease bonds.


Westar Energy filed a debt reduction and restructuring plan with
the Kansas Corporation Commission (KCC) in early 2003 that
incorporated a strategy to divest its non-core businesses, reduce
debt and increase the equity portion of its capital structure.
Consistent with this strategy, management has successfully
divested its investments in its Protection One security monitoring
business and sold ONEOK, a gas distribution business.

With the divestiture of its non-core businesses, the company has
substantially reduced its business risk and leverage, and has
increased the stability of its cash flows.  The upgrade reflects
the lower business risk profile associated with the company's
remaining core utility business.

The ratings upgrade also incorporates the improvement in the
company's overall financial flexibility due to reduction of
leverage from asset sale proceeds, equity issuances, and from
lower financing costs resulting from the refinancing of high cost
debt.  The company has derived net proceeds of almost $950 million
from non-core asset sales. Over the past two years, these asset
sale proceeds, along with proceeds from the issuance of
approximately $241 million of equity, facilitated approximately
$1.9 billion of debt reduction including the deconsolidation of
debt from divested assets.

The positive outlook incorporates the expectation that the
company's credit metrics will continue to improve more gradually
over the next several years.  Moody's considers it to be likely
that the ratio of FFO to debt on an adjusted basis will improve to
the 15-17% range, and that adjusted FFO to interest coverage will
improve to the 2.9x to 3.4x range over the next two years.

A further upgrade could be considered if the company demonstrates
an ability to achieve these measures on a sustainable basis while
maintaining a relatively low business risk profile.  We expect the
company to generate a sufficient level of internal cash flow to be
able to meet its ongoing capital expenses, dividend payment
obligations and be able to modestly reduce leverage in the near
term.

Near term uncertainties that could constrain the rating include a
2005 rate case filing, ongoing arbitration proceedings with former
top executives, and shareholder lawsuits.  Along with other
predominantly coal-fired electric utilities, Westar Energy also
faces the prospect of higher environmental spending to meet
increased government regulations.

Westar Energy is an integrated electric utility headquartered in
Topeka, Kansas.  The company, along with its principal subsidiary,
Kansas Gas & Electric, serves approximately 644,000 customers in
the state.


WII COMPONENTS: Earns $2 Million of Net Income in Fourth Quarter
----------------------------------------------------------------
WII Components, Inc., reported results for the fourth quarter and
fiscal year ended Dec. 31, 2004.

                      Fourth Quarter 2004

Net sales for the fourth quarter 2004 increased approximately
$8.4 million to $51.9 million, or 19.3% compared to the fourth
quarter of 2003.  This increase primarily relates to increases in
volume due in part to overall industry growth and in part to
market share gain, and upward price adjustments due to increases
in raw material costs.

Gross profit in the fourth quarter increased by approximately
$2.5 million or 35.7% to $9.5 million up from last year's fourth
quarter gross profit of $7.0 million.  As a percentage of net
sales, the gross profit increased 220 basis points.  This increase
results from improved operating efficiencies, lower medical and
worker's compensation costs, and by leveraging our fixed costs
over a larger sales base.  This increase is partially offset by
increases in raw material cost.

Net income for the fourth quarter was $2.0 million, which is up
approximately $0.7 million from a net income of $1.3 million for
the fourth quarter last year.  This increase was mainly due to the
increased gross profit, and partially offset with higher interest
costs.  The fourth quarter 2004 includes approximately $0.7
million, net of tax, for higher interest cost related to the
increase in indebtedness and higher interest rate in connection
with the issuance of $120.0 million senior notes in February 2004.

EBITDA for the fourth quarter was $8.4 million, up $2.9 million
compared to $5.5 million for the same quarter last year.  EBITDA
after certain adjustments was $8.8 million, up approximately $3.1
million from an adjusted EBITDA of $5.7 million in the fourth
quarter last year.

                        Fiscal Year 2004

Net sales for the year ended December 31, 2004 increased
approximately $29.5 million to $203.1 million, or 17.0% compared
to 2003.

Net income for the year ended December 31, 2004 was $4.3 million,
a decrease of approximately $4.8 million from net income of $9.1
million for same period in 2003.  Net income for the year ended
December 31, 2004 includes approximately $3.5 million, net of tax,
for higher interest cost related to the increase in debt and
higher interest rate in connection with the issuance of $120.0
million senior notes in February 2004.  It also includes
approximately $2.1 million, net of tax, for a write-off of
financing fees related to the senior credit facility from April
2003, which was subsequently paid off in February 2004.

EBITDA for the year ended December 31, 2004 was $25.8 million,
down $1.0 million compared to $26.8 million for the same period
last year.  EBITDA after certain adjustments was $32.0 million, up
approximately $2.0 million from an adjusted EBITDA of $30.0
million in the same period last year.

Total indebtedness as of December 31, 2004, includes the company's
10% Senior Notes Due 2012, is $123.1 million.  This is a decrease
of $4.2 million from September 30, 2004 due to a reduction on the
senior secured revolving credit facility and payments on capital
leases. The company's senior secured revolving credit facility,
which has borrowing capacity up to $25.0 million, had a zero
balance as of December 31, 2004. The leverage ratio was 3.9 times
as of December 31, 2004, which is down from 4.4 times as of
September 30, 2004. Working capital was $10.6 million as of
December 31, 2004, which is down $1.9 million from the September
30, 2004 balance of $12.5 million. Capital expenditures were $5.7
million or approximately 2.8% of sales for the fiscal year of
2004.

                   EBITDA and Adjusted EBITDA

Management supplements the company's financial statements with
EBITDA, defined as earnings before interest, taxes, depreciation
and amortization, which is a non-GAAP financial measure and also
makes certain adjustments to EBITDA.  EBITDA is used because
management believes it is a useful measure in the company's
operating performance compared to that of other companies in the
company's industry and also of the company's ability to service
debt.  Management believes this for several reasons.  First, these
measures eliminate the effect of long-term financing, income taxes
and the accounting effects of capital expenditures, all of which
may vary for different companies for reasons unrelated to overall
operating performance.  Next, EBITDA eliminates certain historical
charges that management believes aren't relevant to the evaluation
of the company's ongoing operations.  However, neither EBITDA nor
adjusted EBITDA is a measure of performance or liquidity under
GAAP and neither should be considered as an alternative to net
income or net cash flows provided by operating activities as
determined in accordance with GAAP.  The company's calculation of
EBITDA and adjusted EBITDA may not be comparable to the
calculation of similarly titled measures reported by other
companies.

                        About the Company

WII Components, Inc. is one of the leading manufacturers of
hardwood cabinet doors, hardwood components and engineered wood
products in the United States. The company is headquartered in St.
Cloud, Minnesota, and, together with its subsidiaries, has
manufacturing plants in St. Cloud, Minnesota, Foreston, Minnesota,
Bowling Green, Kentucky, Wahpeton, North Dakota, Orwell, Ohio and
Molalla, Oregon.

                          *     *     *

Moody's Investor Services and Standard & Poor's assigned their
single-B ratings to WII Components' 10% senior notes due 2012 last
year.


WINN-DIXIE: S&P Rating Tumbles to D After Bankruptcy Filing
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its debt ratings on
Winn-Dixie Stores Inc., to 'D', following the company's
announcement that it and 23 of its U.S. subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.  Jacksonville, Florida-based Winn-Dixie had
about $450 million of funded debt as of Jan. 12, 2005.

At the same time, Standard & Poor's affirmed the recovery
rating of '1' on Winn-Dixie's $600 million senior secured bank
facility.  The '1' recovery rating indicates a high expectation
for full recovery of principal.  "The affirmation is based on our
assessment that the controls inherent in the bank facility are
functioning properly to protect the interests of the lenders,"
explained Standard & Poor's credit analyst Mary Lou Burde.  "As
such, we believe the asset quality, borrowing base advance rates,
and adequate reserves will allow for full recovery." The facility
is secured by first-priority perfected liens on substantially all
present and future assets of the borrower and its subsidiaries,
subject to certain exceptions, including certain owned real
estate and leasehold interests.

To fund continuing operations during the restructuring,
Winn-Dixie has obtained an $800 million debtor-in-possession
(DIP) financing facility from Wachovia Bank N.A.  The facility,
which is subject to court approval, replaces the company's
previous $600 million facility.  Once the DIP loan is effective,
the recovery rating on the existing facility will be withdrawn.

Winn-Dixie's operating performance deteriorated significantly in
recent years as better-positioned competitors gained market share.
The company reported increased operating losses, negative cash
flow, and reduced liquidity in its second quarter (ended Jan. 12,
2005), followed by a tightening of vendor credit.  Winn-Dixie had
previously announced a restructuring to include selected closings
of stores, distribution centers, and manufacturing plants.

As part of its Chapter 11 restructuring, the company will explore
further asset rationalization, including the potential sale of all
manufacturing operations.  Still, Winn-Dixie will be challenged to
stem the severe decline in sales and profitability in light of
intensified competition.

Complete ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis
system, at http://www.ratingsdirect.com/

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 Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at 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
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


W.R. GRACE: Pacificorp & Vancott Plan Want to File Late Claim
-------------------------------------------------------------
Pacificorp and the VanCott Bagley Cornwall & McCarthy 401(k)
Profit Sharing Plan ask U.S. Bankruptcy Court for the District
of Delaware for permission to file a late proof of claim against
W.R. Grace & Co., arguing excusable neglect justifies the tardy
filing.

Pacificorp and the Vancott Plan assert claims for environmental
cleanup costs incurred and to be incurred to clean up the
Vermiculite Intermountain Site and its adjoining property, as to
which the Environmental Protection Agency previously filed a
timely proof of claim.  Pacificorp owns a portion of the Subject
Property and the VanCott Plan formerly owns the Subject Property.
The Subject Property was contaminated with amphibole asbestos from
a vermiculite exfoliating plant, which processed vermiculite from
the Libby, Montana vermiculite mine.  Grace and various related
entities operated or arranged for the operation of the Vermiculite
International Facility.  The processed vermiculite was marketed
under various Grace brand names, including Zonolite.

In its Statements and Schedules, Grace listed a contingent,
disputed, unliquidated environmental claim for Intermountain
Insulation Co., located at 333 W. First Street, in Salt Lake City,
Utah.  Grace listed Intermountain's claim as "unknown."  The
Vermiculite Intermountain Site, which is included in the Subject
Property, is located at that same address.

On April 22, 2002, the Court entered an order setting
March 31, 2003, as the last date for filing proofs of claim for
all prepetition claims relating to asbestos property damage,
non-asbestos claims, and medical monitoring claims.

Richard S. Cobb, Esq., at Landis Rath & Cobb, LLP, in Wilmington,
Delaware, relates that the Bar Date may not apply to Pacificorp's
and the Vancott Plan's claims.  The Instructions printed on the
Proof of Claim Form state that it only applies to claimants who
are "alleging property damage with respect to asbestos in real
property owned by a party . . . from a Grace asbestos-containing
product or as a result of one of Grace's vermiculite mining,
milling, or processing facilities."  It is unclear to what degree
Pacificorp's and the Vancott Plan's claims result from Grace's
asbestos-related activities.  To the extent these claims are
subject to the Bar Date, however, cause exists to grant Pacificorp
and the Vancott Plan leave to file a late proof of claim.

Mr. Cobb notes that Grace's Chapter 11 Plan has not made any
distributions to creditors holding prepetition general unsecured
claims.  Moreover, a bar date has not been set for asbestos
personal injury claims and certain claims related to Zonolite
Attic Insulation.

       EPA's Proof of Claim and Pacificorp's Related Claim

On March 28, 2003, the EPA filed a proof of claim asserting
liabilities for environmental contamination at 32 specific sites,
including the Subject Property.  The EPA Claim asserts that Grace
is liable to the United States pursuant to the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 in
connection with the cleanup of environmental contamination at the
Vermiculite Intermountain Site in Salt Lake City.  From 1940
through at least the late 1980s, a vermiculite expansion plant was
located at the site.  The EPA states that there have been releases
or threatened releases of a hazardous substance at the site, as
soils are contaminated with asbestos.  Grace is liable to the
United States because it was an operator of a facility at the site
at the time hazardous substances were disposed of at that
facility.  Grace is, therefore, liable for unreimbursed response
costs of at least $5,000, relating to the site, as of
Jan. 31, 2003.  Grace is also liable for future cleanup
obligations at the site, which the United States estimates will
cost at least $300,000 to complete.

On July 29, 2004, PacifiCorp entered into an Administrative Order
on Consent with the EPA in which PacifiCorp agreed to perform a
removal action on its portion of the Subject Property, presumably
the "future cleanup" of the site as described in the EPA Claim.
The AOC states that the Subject Property includes the location of
the Vermiculite Intermountain Facility and areas contaminated by
asbestos emissions.  The plant operated between the 1940's and
possibly as late as 1984 and performed various production
operations with vermiculite concentrate from the Libby Vermiculite
Mine.  The EPA's records show that the plant received at least
25,000 tons of vermiculite concentrate from the Libby Mine.  The
AOC also states that PacifiCorp owned the property on which the
plant operated from 1944 until 1954, leasing the property to the
operator of the exfoliation plant, and that PacifiCorp sold the
property in 1954 and reacquired it in 1984.

PacifiCorp estimates that the cost of its excavation of the
contaminated soil will exceed $4 million.

                     The VanCott Plan's Claim

The VanCott Plan purchased a portion of the Subject Property in
1979.  In 1984, the VanCott Plan sold a portion of the Subject
Property to PacifiCorp and later sold the balance of its portion
of the Subject Property in 1998.

The VanCott Plan has not, to date, incurred cleanup costs or
entered into an agreement or order with the EPA or any other party
with respect to the Subject Property.  The VanCott Plan has,
however, been notified of potential environmental issues with
respect to the Subject Property.  By letter dated June 18, 2004,
the EPA requested information from the VanCott Plan with respect
to the Subject Property.  PacifiCorp advised the VanCott Plan of
potential liability by letter dated September 20, 2004.  Although
the VanCott Plan's liability with respect to the Subject Property
has not yet been determined or quantified, the VanCott Plan deems
it necessary to file a Proof of Claim against Grace.

              Claimants Were Unaware of the Bar Date

According to Mr. Cobb, PacifiCorp's environmental personnel who
dealt with issues leading to the AOC were unaware of the Bar
Date.

An inquiry was made to Rust Consulting, Inc., Grace's Claims
Processing Agent, as to whether PacifiCorp was ever served with
the Bar Date Notice package.  However, Rust has not provided any
evidence to PacifiCorp indicating that a Notice Package had been
served.  PacifiCorp has diligently searched, but can find no
record of ever having received the Notice Package prior to the Bar
Date's expiration.

Utah Power & Light, a name under which PacifiCorp does business,
received notice of Grace's filing for Chapter 11 protection on
May 2, 2001, and filed a routine proof of claim for $1,375
covering electric services provided to a location outside Salt
Lake City, which claim is unrelated to the Subject Property.

PacifiCorp's Customer Service Division had no knowledge of the Bar
Date, the contamination on the Subject Property, or Grace's
connection to the vermiculite operations on the Subject Property.

Mr. Cobb further informs the Court that the VanCott Plan did not
receive notice of Grace's pending bankruptcy or of the Bar Date.
Prior to receipt of the June 18, 2004 Letter, the VanCott Plan was
not even aware of any potential liability with respect to the
Subject Property.

Grace has known of its potential and unquantified liability
relating to the Vermiculite Intermountain Facility Site when it
filed its Schedules and Statements, Mr. Cobb contends.  Moreover,
Grace was again apprised of its potential and unquantified
liability relating to the Vermiculite Intermountain Facility Site
on March 28, 2003, when the EPA filed its proof of claim.

Mr. Cobb assures the Court that there is no danger of prejudice to
Grace or its creditors since PacifiCorp's and the VanCott Plan's
claims will not affect distributions.  PacifiCorp's and the
VanCott Plan's claims will not have a material impact on Grace's
financial condition since they are insubstantial in comparison to
the amount of Grace's total liabilities and the amount intended to
be distributed to Asbestos Property Damage claimants.  Although
the final amount has not yet been determined, PacifiCorp's and the
VanCott Plan's claims should be substantially less than
$10 million.

Given that the central task for Grace's Chapter 11 proceedings and
the circumstances surrounding PacifiCorp's and the VanCott Plan's
claims, as a matter of equity, the Court should allow PacifiCorp's
and the VanCott Plan to each file a late claim.  To avoid an
inequitable result, the Court should not allow Grace to escape the
environmental costs of nearly 30 years of vermiculite processing
and at the same time retain the benefits of 30 years of profits.
To avoid an inequitable result, the Court should not excuse Grace
from the consequences of its action giving rise to the
contamination of the Subject Property.

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


YUKOS OIL: Yukos & Group Menatep Seek U.S. Senate's Aid
-------------------------------------------------------
The U.S. Senate Committee on Foreign Relations held a hearing
February 17, 2005, entitled "Democracy In Retreat In Russia".  The
Committee seeks to examine the threats to democracy and the rule
of law in Russia.  One of Russia's actions that concerns the
Committee involves its "campaign against Yukos [Oil Company] and
Mikhael Khordokovsky".

Steven Theede, Yukos' Chief Executive Officer, and Tim Osborne,
managing director of Group Menatep, submitted written testimonies
to Committee.  Group Menatep is the majority owner of Yukos Oil
Company, holding approximately 51% of Yukos equity capital
through wholly owned subsidiaries.

Mr. Theede stepped the Committee through the rise and fall of
Yukos.  According to Mr. Theede, the Kremlin's deliberate
campaign against Yukos has serious implications for the United
States.  "Americans should be concerned about a Russian
government still willing to unleash its agents in a ruthless
campaign against companies or individuals.  Likewise, we should
be wary of a retreat from democratic values in Russia and a
seeming level of instability, especially given Russia's strategic
location and nuclear capability."

Mr. Theede warns that as long as Russia's current system
continues, "Yukos will not be the last company to find its rights
violated and its assets seized by the Kremlin."

A full text copy of Steven Theede's testimony is available at:

    http://foreign.senate.gov/testimony/2005/TheedeTestimony050217.pdf

In his testimony, Mr. Osborne recounted his version the events
or, rather, the "attacks" against Group Menatep.

Mr. Osborne asked the U.S. Senate to recognize Group Menatep
founders Mikhail Khodorkovsky, Platon Lebedev and Aleksey
Pichugin as political prisoners.

Mr. Osborne also alleged that Russia violated several
international laws.

"Given the current ominous trends in Russia, I note that many
experts have called into question Russia's accession to the WTO,
its participation in the Group of Eight, and in particular its
hosting of the G8 meeting in 2006.  As rules based organizations
and a grouping of the world's leading democracies respectively,
my personal experience has provided a stark example as to why the
Russian Federation is not currently a suitable candidate for
either," Mr. Osborne says.

A full text copy of Tim Osborne's testimony is available at:

    http://foreign.senate.gov/testimony/2005/OsborneTestimony050217.pdf

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  (Yukos Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


YUKOS OIL: Judge Clark Dismisses Bankruptcy Case
------------------------------------------------
On February 24, 2005, the Honorable Letitia Z. Clark of the U.S.
Bankruptcy Court for the Southern District of Texas dismissed the
Chapter 11 case of Yukos Oil Company.

The Bankruptcy Court finds that Yukos is not a United States
company, but a Russian company.  The vast majority of the business
and financial activities of Yukos continue to occur in Russia.
Those activities require the continued participation of the
Russian government, in its role as the regulator of production of
petroleum products from Russian lands, as well as its role as the
central taxing authority of the Russian Federation.

"While there is precedent for maintenance of a bankruptcy case in
the United States by corporations domiciled outside the United
States, none of those precedents cover a corporation which is a
central part of the economy of a nation in which the corporation
was created," Judge Clark states.

The Court also notes that Yukos' assets are massive relative to
the Russian economy, and, since they are primarily oil and gas in
the ground, are literally a part of the Russian land.

"The sheer size of Yukos, and correspondingly, its impact on the
entirety of the Russian economy, weighs heavily in favor of
allowing resolution in a forum in which participation of the
Russian government is assured," according to Judge Clark.

The Court further doubts Yukos' ability to effectuate a
reorganization.  Since most of Yukos' assets are oil and gas
within Russia, the company's ability to effectuate a
reorganization without the cooperation of the Russian government
is extremely limited.

Judge Clark also finds that Yukos is seeking to substitute United
States law in place of Russian law, European Convention law and
international law, and to use the judicial structure within the
United States to alter the creditor priorities that would be
applicable in the law of other jurisdictions.  Yukos appears to
hope to subordinate its tax debt and transfer causes of action it
believes it holds, into a trust for continued litigation.

Judge Clark cites Yukos' move to transfer funds to banks in the
United States less than one week before the Petition Date.
According to Judge Clark, the primary purpose of the transfer was
to attempt to create jurisdiction in the U.S. Bankruptcy Court.

Under the Russian bankruptcy system, the Russian tax claims would
have first priority of payment.  Had Yukos sought bankruptcy in
Russia, the Russian government, being its largest creditor, would
have taken control of the proceeding.

The Court retains jurisdiction for the purposes of considering fee
applications, and determining the disposition of funds paid into
the Court's registry.

A full-text copy of Judge Clark's Memorandum Opinion is available
at no charge at:

    http://www.researcharchives.com/bin/download?id=050224222744

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.


* FTI Consulting to Acquire Ringtail Solutions for $35 Million
--------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier provider of
corporate finance/restructuring, forensic and litigation
consulting and technology, and economic consulting, has entered
into a definitive agreement to acquire the assets of privately
held Ringtail Solutions Group (Ringtail), including its operations
in Australia, the United Kingdom and the United States.  The
transaction, which is valued at approximately $35.0 million, is
subject to customary closing conditions and is expected to be
completed by the end of February 2005.

Established in 1997, Ringtail is a leading global developer of
litigation support and knowledge management technologies for law
firms, Fortune 500 corporate legal departments, government
agencies and courts.  Ringtail has developed a suite of integrated
software modules to manage the information and workflow in complex
legal cases.  Specifically, Ringtail's technologies are designed
to ensure quality, reduce risk, increase productivity and improve
cost effectiveness in the review, preparation and production of
litigation data.  In addition, Ringtail's software has also been
used in a transactional capacity to support "deal rooms" and
merger and acquisition activity.

Commenting on the acquisition, Jack Dunn, FTI's president and
chief executive officer, said, "Technology services represent a
critical growth engine for FTI generally and for our forensic and
litigation consulting business specifically.  Increasingly, the
linchpin of major legal matters is rapid, thorough and secure
document organization and control.  Our clients face these
challenges daily as they shape their responses to litigation,
investigation, claims management and regulatory matters, such as
Hart-Scott- Rodino filings.  Having delivered Ringtail's
applications to our clients as an Application Service Provider, or
ASP, we stand perfectly positioned to lead this conversion as the
company who best understands the technology and content sides of
the equation.  Through the further integration of Ringtail's
technologies into our engagements, we can serve clients better,
strengthen our relationships with them and enhance our overall
service offerings.  In addition, Ringtail's licensing model
provides us with annuity-based revenue streams, further
diversifying our business portfolio.

"On behalf of FTI, I am pleased to welcome the talented Ringtail
professionals to our company," added Mr. Dunn.  "I know from our
work together they will make a valuable contribution to our future
growth and success."

From a base of approximately $13.0 million, representing less than
6 percent of overall revenue in 2002, FTI's embedded technology
and related services today comprise more than 10 percent, or $46.0
million, of the firm's business.  The company believes that within
two to three years the technology and related services offerings
should generate revenues of approximately $100.0 million.

Ringtail's software was designed specifically for the Internet,
with particular emphasis on security and high volume.  As a
scalable, web-based application, it provides users with a flexible
search and delivery framework and allows them to tailor their
research to meet their individual information needs.  Currently,
Ringtail offers its products either through ASPs or as direct
client installations.  The ASP model allows clients to outsource
information technology and case management needs.  The direct
install model allows clients to insource Ringtail's benefits
within their existing infrastructure and accommodate particular
data management or legacy requirements.  With FTI's financial and
human capital resources behind Ringtail's application
technologies, FTI believes it can pursue content development in
other areas already served by FTI, such as corporate
finance/restructuring and economic consulting.

As Ringtail's preferred North American ASP partner over the past
three years, FTI has integrated Ringtail's applications into its
complement of technology offerings.  Consultants and technologists
from both companies have worked closely across every aspect of the
business including joint sales and marketing efforts, the
identification and resolution of client-specific requirements and
the development of product enhancements.

Eddie O'Brien, president and chief executive officer of Ringtail,
said, "[The] announcement is a natural extension of our already
strong and proven working relationship.  Joining FTI is a great
strategic fit for Ringtail and our clients.  As technologists,
everyone on the Ringtail team wants to continue extending the
reach and profile of our innovation; with FTI's reputation in
forensic and litigation consulting, Ringtail's products and our
significant presence in the international legal community, we are
excited about the increased market opportunities this partnership
will create.  We also know from first-hand experience FTI's
dedication to our people, products and clients.  FTI shares our
commitment to continue creating and supporting high- quality
applications."

The purchase price comprises $20.0 million of cash plus $15.0
million in shares of FTI common stock, approximately 5.5 times
estimated pro forma earnings before interest, taxes, depreciation
and amortization for Ringtail's fiscal year ending June 30, 2005,
plus an earn-out over the next three years based on future
performance.  The cash portion of the purchase price will be
financed by FTI from cash on hand and existing credit facilities.
Assuming completion by the end of February 2005, the acquisition
is expected to be neutral to FTI's earnings per share in 2005 due
to rapid amortization of intangible assets, and is expected to be
accretive to earnings by $0.03 to $0.06 per share in 2006.
Ringtail will be integrated into FTI's Forensic and Litigation
Consulting practice.

                     About Ringtail Solutions

Ringtail Solutions is a leading developer of Intranet-based legal
and justice application technology for use with a web browser.
Ringtail is a global corporation, formed in 1997, with established
offices in Williamsburg, Virginia; Melbourne, Australia and
London, UK. Ringtail's flagship product, Ringtail(TM) CaseBook
provides knowledge management and case preparation through an
Intranet repository for litigation document and information
management and collaboration for legal cases. Additional
information is available at: http://www.ringtailsolutions.com/

                     About FTI Consulting

FTI Consulting is the premier provider of corporate
finance/restructuring, forensic and litigation consulting and
technology, and economic consulting. Located in 24 of the major US
cities and London, FTI's total workforce of approximately 1,000
employees includes numerous PhDs, MBA's, CPAs, CIRAs, CFEs, and
technologists who are committed to delivering the highest level of
service to clients. These clients include the world's largest
corporations, financial institutions and law firms in matters
involving financial and operational improvement and major
litigation.


* Igor Muszynski Joins Chadbourne & Parke's Warsaw Office
----------------------------------------------------------
The international law firm of Chadbourne & Parke LLP disclosed
that Igor Muszynski, previously the head of White & Case's energy
practice in Warsaw, will be joining the Firm as an international
partner in its Polish partnership.  Three associates are also
joining Chadbourne with Mr. Muszynski.

The group joins Chadbourne's internationally prominent project
finance practice, which ranks among the handful of leading project
practices in the world.  The Firm has worked for more than 20
years on regulatory matters, transactions, litigation,
restructurings, and construction financings and refinancings.
Clients include major power and industrial companies, financing
sources, and government entities in the development and financing
of energy and other infrastructure projects, the sale or
acquisition (including privatizations) of energy-related assets or
industrial companies, and the financial engineering that improves
the value of these assets in the U.S. and abroad.

"The addition of this team to our project finance group will allow
us to focus on the further growth of our practice especially in
view of Poland's accession to the European Union and future
developments in the Polish economy," said Gabriel Wujek, managing
partner of Chadbourne's Warsaw office.  "The group brings a
dedicated projects capability and extensive practical knowledge
and experience in the energy sector.  This will further enhance
what we offer to clients not only in Poland, but throughout
Central Europe, and will add to the already high caliber of our
Warsaw practice."

Mr. Muszynski, 37, previously was head of White & Case's energy
practice in Warsaw.  He is an international expert in legal
regulations of infrastructure energy projects.  Mr. Muszynski has
advised Polish and foreign energy companies, local governments and
customers of electrical energy and fuels.  He specializes in
regulatory issues and in providing advice in connection with
project finance and privatization.

Mr. Muszynski also has handled work for the Ministry of Industry
and Trade advising on the restructuring and liberalization of the
Polish energy sector, creation of Energy Law, and was involved in
the process of conforming the Polish energy law to EU standards.

Chambers Global 2004-2005 - The World's Leading Lawyers guide
reports that Mr. Muszynski is a "brilliant regulatory expert with
an impressive privatization track record."

Mr. Muszynski received his LL.M. from Warsaw University.

The three associates are Tomasz Chmal, Karol Lasocki, and Joanna
Nowak.

Mr. Chmal, 31, offers expertise in providing legal advice to
clients in the energy sector.  He has advised the largest energy
distribution companies in Poland in connection with litigation and
administrative disputes with electricity customers.  Mr. Chmal
participated in the privatization of one of the biggest lignite-
fueled power plants in Europe and a lignite mine, as well as major
combined heat and power stations; and has advised several Polish
heat and power producers and electricity distribution companies in
regulatory matters involving tariff application licensing and
client relation affairs.  He has assisted a number of energy
companies in proceedings between Polish energy regulatory
authority and antimonopoly matters.  Mr. Chmal graduated from the
Faculty of Law at the Adam Mickiewicz University.

Mr. Lasocki, 26, handles matters dealing with EU law, civil law,
commercial and administrative law, with particular emphasis on
energy law.  He advises Polish and foreign power generation and
distribution companies, as well as electricity customers.  Mr.
Lasocki also acts as counsel in connection with project finance.
He received his master of law degree, with honors, from Faculty of
Law and Administration of the Warsaw University.

Ms. Nowak, 28, specializes in energy law advising on such issues
as: electricity trading, gas and heat supply agreements, tariffs;
transmission services agreements; regulatory disputes before the
President of the Energy Regulatory Authority and renewable energy-
related issues.  She received her master of law degree from
Faculty of Law and Administration of the Gdansk University.

"Our project finance practice throughout Europe continues on a
strong growth trend and underscores Chadbourne's long-term
commitment to the energy sector in Poland," said Charles K.
O'Neill, Chadbourne's managing partner.  "This group will add to
our already impressive team, and will significantly enhance our
capabilities in developing and structuring sophisticated
financings for our clients throughout Central Europe."

The Warsaw attorneys counsel clients on a wide range of matters,
including mergers and acquisitions, banking and finance,
securities, capital markets, venture capital, energy,
telecommunications, privatizations, joint ventures, foreign
investment, tax, corporate restructuring, litigation, intellectual
property and technology, labor and employment, insurance, real
estate development, environmental, trade (import/export), customs
and duties, and governmental matters.  Their clients include
multinational corporations and other western investors, Polish
state-owned and private companies, and Polish government
departments such as the Ministries of Economy (previously of
Industry and Trade), Privatization, Foreign Economic Relations and
Finance.

                  About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, corporate
finance, energy, telecommunications, commercial and products
liability litigation, securities litigation and regulatory
enforcement, white collar defense, intellectual property,
antitrust, domestic and international tax, reinsurance and
insurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, Kyiv, Warsaw
(through a Polish partnership), Beijing and a multinational
partnership, Chadbourne & Parke, in London.  For additional
information, visit http://www.chadbourne.com/


* BOOK REVIEW: The White Labyrinth
----------------------------------
Authors:    David B. Smith and Arnold D. Kaluzny
Publisher:  Beard Books
Softcover:  276 pages
List Price: $30

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/091070113X/internetbankrupt

The co-authors, both professors in the health-care field, start
their lucid critique of the health-care system with their belief
that one has to have a clear understanding of the present system
in order to "escape" from it to a better system offering health
care to all segments of the public for affordable costs.  A choice
quote from the top business consultant and author Peter Drucker
concisely gives the reason why knowledge of the present
dysfunctional health system is crucial to dealing effectively with
it: "Young people today will have to learn organization the way
their forefathers learned farming."  Another way of saying this in
keeping with the authors' perspective toward today's health-care
system might be, "Know your enemy."  And after reading their
critique, no one would argue that the present system is not more
of an adversary with respect to the health needs and concerns of
the majority of the public than it is a benefactor.  Not only has
the current system demonstrated a chronic inability to control
costs and address basic health needs of a large proportion of the
public, but it shows every indication of becoming ever more
irrelevant to the supposed fundamental purposes of any health
system.

Without a thorough and accurate comprehension of the nature and
workings of the current system, there is the likelihood that
elements of it responsible for the general dysfunction will be
included in any new system, leading to the same unwanted results.
Over 80 years old (when the book was first published in 1986), the
U.S. health-care system has become "a maze of budget overruns,
professionals' self-interest, and regulations [in which] seasoned
professionals sometimes lose their way."  In this system,
policymakers, whom one would suppose have both a normal humane
desire for effective health care, instead inexplicably "are
preoccupied with strategies for erecting more effective barriers
to the utilization of services rather than tearing them down."
Doctors, who should be at the center of the system, are instead
but one group within the vast, complex system; and a group whose
position and activities are all-too-often controlled by other
groups such as administrators or HMO executives.  About 1900,
doctors accounted for 90 percent of all health-care workers. In
today's system, doctors make up only seven percent, with only
about 10 percent of this percentage identifying themselves as
general practitioners rather than specialists.

Some attention is given to the history of the U.S. health-care
system formed in the early 1900s. The passage of Medicare
legislation in 1965 from a combination of economic trends in the
health-care field, realities which had already set into it, and
public pressures on politicians is cited as a crucial turning
point leading to today's brobdingnagian, bureaucratized system.
In this watershed moment, "[t]he definition of health care as an
economic good rather than a social relationship or professional
service gained ascendancy."  At the time of the debates and
legislation on Medicare, individuals in the fields of investment
and finance recognized the changes being brought to the health-
care field, making health care the "hottest investment area in the
stock market."

But all the problems of the health system cannot be traced to the
passage of Medicare in the 1960s.  Medicare was intended to solve
major problems which had developed in the health-care system in
the decades leading up to the 1960s.  But unfortunately for much
of the population, Medicare brought its own basket of problems.
These were made all the more worrisome and difficult to deal with
because of the strong support for the new system among politicians
and the host of lobbyists and government bureaucracies which had
quickly sprung up in connection with it.

In their analysis and critique, Smith and Kaluzny also point to
basic American cultural factors which work against a beneficial
health-care system.  As they note, the origins of American culture
are found in the early settlers' desire to "get away from
community pressures such as religion, military service, and
taxation."  Whereas a system such as Sweden's works because local
medical-care boards in touch with their communities are the
primary organizations, American health care suffers from the weak
bonds of community resulting from the high value placed on
individuality, social mobility, and similar cultural factors.

After going through the origins and structure of the health-care
system in general, the authors turn to organizations within the
system and individuals in these organizations.  They see the
sprawling health-care system in general as the environment to
which the organizations within it and the individuals working in
these have to adapt to survive.  It is this adaptation that makes
for the layers of bureaucratic mindset leaving the system so
resistant to change for the better.

In the final section, "Escaping the Labyrinth," out of their
clear-eyed critique, the authors specify a number of
recommendations for making the health-care system more responsive
and relevant.  But more important than their recommendations, as
pertinent and beneficial as these are, is the authors' formulation
of four principles to guide any new practices or decisions in
overhauling the system.  These four guiding principles are
decentralization, miniaturization, desegregation, and
reappropriation.  Desegregation for the health system means that
services should be provided in the "least restrictive and least
specialized settings consistent with good medical practices." This
would limit the disproportionate place of specialists and routine
use of costly technologies in health care.  Reappropriation means
that health services should be owned by those who use them, not
corporate owners who operate them as profit centers fitting into a
corporate structure.

"The White Labyrinth" is different from any other critique of the
U.S. health-care system.  After reading it, one realizes that the
criticism of the system one constantly hears in the media, often
accompanied by a particular heart-wrenching vignettte of some
unfortunate person neglected or harmed by it, is a dialogue about
symptoms of the system, not ways to replace it or even improve it.
Such criticisms are like punching a punching bag hanging from a
beam--one can punch as hard as one wants as long as one wants, but
the next day the bag will still be hanging there ready to absorb
another round of punches with nary any effect on it.  What Smith
and Kaluzny accomplish in their "The White Labyrinth" is the
inestimably valuable task of making the invisible visible.  With
this book, policymakers, officials, health-care workers, citizens,
etc., can at least see the daunting task ahead of them in
instituting a respectable health-care system in this country. As
the authors say when uncovering the cultural factors making for a
deeply-flawed health system, "They are invisible. We are only
aware of them when we bump into them..."; when it is too late to
do anything about them, like holes in the earth one falls into.
Knowing the political, bureaucratic, and economic forces lined up
against devising a better health-care system, one is not
optimistic even with Smith and Kaluzny's outstanding analysis and
counsel.  But one is thankful that the book has been done as one
voice sounding clearly for commonsense, reason, and humaneness.

David B. Smith is a Professor of Healthcare Management at Temple
University.  Arnold D. Kaluzny is a Professor of Health Policy and
Administration at the University of North Carolina-Chapel Hill.
Both have written other books on health care.


                          *********

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
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Nothing in the TCR constitutes an offer or solicitation to buy or
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Each Tuesday edition of the TCR contains a list of companies with
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Don't be fooled.  Assets, for example, reported at historical cost
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Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
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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
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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
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                *** End of Transmission ***