TCR_Public/050301.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, March 1, 2005, Vol. 9, No. 50     

                          Headlines

ACTIVANT SOLUTIONS: Moody's Puts B2 Rating on $120MM Sr. Notes
ACTIVISION INC: S&P Upgrades Corporate Credit Rating to 'BB-'
ADELPHIA COMMS: P.L. Venetis Wants More Defense Costs Advanced
ALASKA COMMS: Underwriters Exercise Over-Allotment Option
ALLEGHENY ENERGY: Fitch Revises Low-B Ratings' Outlook to Positive

ALLIED WASTE: Moody's Junks Ratings on $230MM Senior Sub. Bonds
AMERIQUEST MORTGAGE: Fitch Assigns BB Rating on $11.25 Mil. Certs.
ARAB BANK: Ordered to Suspend Most U.S. Operations
ARMSTRONG WORLD: Wants Summary Judgment on Carlino-Arcadia Claim
BANC OF AMERICA: Fitch Assigns B Rating on $463,000 Mortgage Cert.

BALDWIN CRANE: CitiCapital Asks Court to Dismiss Chapter 11 Case
BLOCKBUSTER INC: Declares $0.02 Per Share Quarterly Cash Dividend
CAR LOT OF SYLACAUGA: Case Summary & Largest Unsecured Creditors
CARLIN MESSENGER: Wants to Hire Leslie D. Jacobson as Counsel
CENTRAL RESERVE: S&P Ups Credit & Fin'l Strength Ratings to BBpi

CIRRUS TECHNOLOGY: Voluntary Chapter 11 Case Summary
CONTINENTAL AIRLINES: Pilots Ink Tentative 45-Month Labor Pact
CONTINENTAL GENERAL: S&P Upgrades Ratings to Bbpi from Bpi
DATA TRANSMISSION: Moody's Puts B2 Rating on $175MM Sr. Sec. Loan
ENRON CORP: Wants Court to Approve Benefit Plans Settlement Pact

FC CBO: S&P Pares Rating on $40.11M Class B Notes to CCC- from CCC
FINANCIAL CONTINUUM: Case Summary & 50 Largest Unsecured Creditors
FLEXTRONICS: Hosting Fourth Quarter Earnings Webcast on April 28
FLYI INC: 2004 Annual Net Loss Widens to $192 Million from 2003
GERDAU AMERISTEEL: S&P Alters Outlook on Low-B Ratings to Positive

GOLDEN OAK DEVELOPERS: Case Summary & Largest Unsecured Creditors
GRUPO TMM: Posts $13.1 Million Net Loss in Fourth Quarter
HENDERSON PETERBILT: Case Summary & 20 Largest Unsecured Creditors
INTERSTATE BAKERIES: FMR Corp. Discloses 6.4% Equity Stake
IXIS REAL: Fitch Puts 'BB+' Rating on $7.078 Mil. Mortgage Certs.

J. SILVER CLOTHING: Case Summary & 15 Largest Unsecured Creditors
KAISER ALUMINUM: Erie Port Authority Wants Driving Range Condemned
KISTLER AEROSPACE: Judge Steiner Approves Disclosure Statement
LAND O'LAKES: Completes Sale of Swine Production Assets
LEVEL 3 COMMS: S&P Junks $880 Million Convertible Senior Notes

LEVI STRAUSS: Moody's Junks Rating on $550MM Senior Notes Issue
LSP ENERGY: Moody's Lifts Sr. Sec. Debt Rating to B1 from B2
MANITOWOC: Directors Okay Switch from Annual to Quarterly Dividend
MCI INC: Shareholder Sues to Block Sale of Company to Verizon
MCI INC: Posts $32 Million Net Loss in Fourth Quarter 2004

MICRO COMPONENT: Completes New Restructuring Pact with Noteholders
MIRANT CORP: Pericen Holds $2 Million Allowed Unsecured Claim
NDCHEALTH CORP: Revises Senior Credit Facility with Lenders
NDCHEALTH CORP: Board Retains Blackstone Group to Evaluate Options
NHC COMMS: Jan. 28 Balance Sheet Upside-Down by C$4.5 Million

NORTEM N.V.: Declares Amount of Initial Liquidating Distribution
OMI TRUST: Likely Interest Payment Delay Cues S&P to Pare Ratings
OXFORD AUTOMOTIVE: Plan Confirmation Hearing Moved to Mar. 9
OWENS CORNING: Wants to Restrict Equity Trades to Protect NOLs
OWENS CORNING: Asbestos Constituencies File Post-Trial Reply Brief

PARMALAT USA: Court Adjourns Confirmation Hearing to March 7
PAYLESS CASHWAYS: Administrative Insolvency Prompts Dismissal Move
PAYLESS CASHWAYS: Trustee Wants to Assign Assets to Congress Fin'l
PHOTOWORKS: Will Reduce 50% of Production Staff to Cut Costs
PROPEX FABRICS: Launches Offer to Exchange 10% Senior Notes

QWEST COMMS: Bid for MCI Prompts S&P to Review Low-B Ratings
RAYTECH CORP: Sale Hearing for Allomatic Shares Set for March 8
RESIDENTIAL FUNDING: Fitch Puts Low-B Ratings on 4 Private Certs.
RIDGE VIEW MANOR: Case Summary & 40 Largest Unsecured Creditors
RURAL CELLULAR: High Debt Leverage Spurs S&P's Negative Outlook

SACO I TRUST: Moody's Puts Ba2 Rating on $6.378MM Class B-3 Cert.
SBA COMMS: Moves Fourth Quarter Earnings Release to March 11
SEQUIOA MORTGAGE: Fitch Rates $687,000 Mortgage Certificate at B
SOLUTIA INC: Co-Defendants Wants to File Late Proofs of Claim
STELCO INC: Court Removes R. Keiper & M. Woollcombe from Board

SYSTEMS MARBLE: Case Summary & 26 Largest Unsecured Creditors
TECHNOCONCEPTS: Losses & Neg. Cash Flow Spur Going Concern Doubt
TELEGLOBE TELECOMMUNICATIONS: Court Confirms Chapter 11 Plan
TNP ENTERPRISES: Moody's Reviews Ratings for Possible Downgrade
TORCH OFFSHORE: Creditors Panel Taps Lemle & Kelleher as Counsel

TROPICAL SPORTSWEAR: Perry Ellis Completes 363 Acquisition
TUCKAHOE CREDIT: S&P Puts Series 2001-CTL1 Certs. on CreditWatch
UAL CORP: Supplements Order on Mayer Employment as Special Counsel
US AIRWAYS: Court Approves $125MM Financing Pact with Eastshore
US AIRWAYS: Adjusting System-wide Capacity in May

VERITEC INC: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Company & 7 Executives Indicted in Libby, Montana
WEIRTON STEEL: Wants Until March 14 to Object to Claims
YELLOW ROADWAY: Inks Pact to Acquire USF Corp. for $1.37 Billion

* Alvarez & Marsal Names Philip Kruse Managing Director in NY Ofc.
* Kevin Frawley Joins Crawford & Company as Executive Vice Pres.

* Large Companies with Insolvent Balance Sheets

                          *********

ACTIVANT SOLUTIONS: Moody's Puts B2 Rating on $120MM Sr. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$120 million five-year senior unsecured floating rate notes issue
of Activant Solutions Inc.  Concurrently, the company's existing
ratings were affirmed.  Net proceeds from this unregistered notes
offering will be used to finance the company's acquisition of
Speedware Corporation Inc., a publicly-held company that provides
ERP solutions to the hardware, lumber, building materials and
wholesale trade markets.

The new rating and affirmation of existing ratings incorporate
moderate pro forma strains to Activant Solutions' credit profile
(i.e., total leverage and interest coverage), offset by the
expectation that the combined operations will continue to generate
healthy profit margins and meaningful free cash flow generation.
The ratings also reflect the steadily intensifying competitive
pressures found within the company's core small-to-medium business
enterprise resource planning marketplace, not to mention possible
execution risk in combining these operations.  The outlook remains
stable.

The new rating assigned is:

   (i) B2 rating on Activant's new $120 million floating rate
       senior unsecured notes, due 2010

The existing ratings affirmed are:

   (i) B2 rating on Activant's $157.0 million (face value) senior
       unsecured notes, due 2011;

  (ii) B1 senior implied rating; and

(iii) B2 senior unsecured issuer rating.

The proposed financing of the Speedware acquisition will result in
moderate weakening to Activant Solutions' existing key credit
measures (i.e., total leverage and EBITDA less CapEx to interest
expense). Specifically, the company's trailing twelve months
(through December 2004) total leverage will increase from 2.7x to
4.0x pro forma while the aforementioned interest coverage metric
will tighten from 2.8x to 1.9x pro forma.  While the company's
resultant financial risk profile is somewhat strained by this
acquisition, Moody's remains comfortable that this is adequately
captured by the existing ratings.

Specifically, the increased debt balance is countered by each of
Activant Solutions and Speedware's historical track record for
delivering impressive operating results in the form of solid
profitability, meaningful positive free cash flow generation and
the expectation that these favorable trends will continue through
2005.  The expectation that these operational strengths will
sustain over time becomes more essential, weighing the steadily
more competitive environment of large, resource-rich companies at
one end and smaller, niche players at the other, each delivering
expectations of heightened margin pressure on the combined
business model.  Further, with the SMB marketplace fairly
saturated by ERP solutions, the combined operations will become
even more reliant on acquisitions to fuel growth, with the
associated potential for further financial leveraging.

Offsetting these concerns, Moody's expects the combined company to
continue to generate strong gross margins (historically, Activant
Solutions in low-60% range and Speedware in mid-70% range) and
sustainable free cash flow from a business model which currently
produces nearly two-thirds of revenue and three-quarters of gross
profit from recurring subscription-based services.  Additionally,
this combination prominently diversifies Activant Solutions'
existing leadership position supplying ERP solutions to the
automotive parts aftermarket and hardware & home center verticals
with a newfound strength servicing the lumber & building materials
end market.

Pro forma for this transaction, the company will possess moderate
on-hand liquidity totaling $45 million.  Assuming a reasonable set
of operating assumptions, it is expected that this on-hand
liquidity will strengthen in 2005.  As supplemental support, the
combined operations will maintain access to Activant Solutions'
existing $15 million secured revolving credit facility ($14.5
million currently available, subject to pro forma covenant
compliance).

The ratings may encounter near term upwards pressure from some
combination of the company's ability to:

   (i) reduce total leverage (Total Debt to EBITDA) to less than
       2.75x;

  (ii) widen EBITDA less CapEx to interest expense to greater than
       3.0x; and

(iii) sustainably increase free cash flow generation.

Conversely, the ratings may encounter near term downward pressure
from some combination of:

   (i) increased total leverage to greater than 4.75x;

  (ii) tightened EBITDA less CapEx to interest expense to less
       than 1.75x;

(iii) post-acquisition material customer losses (i.e.,
       intensified competition and/or acquisition execution
       issues); and

  (iv) increased difficulty remaining in compliance with the
       revolver's financial covenant tests.

The new notes will be sold in a privately negotiated transaction
without registration.  However, the issue is structured to permit
resale under Rule 144A and for the notes to become registered
(registration statement effective) within 9 months of the notes'
issue date.

Activant Solutions Inc., based in Austin, Texas, designs and
services information management systems for use by the automotive
parts aftermarket, hardware and lumber industries.  For the latest
twelve months ending December 2004, the company generated
approximately $230 million in revenues and $59 million in Adjusted
EBITDA (excludes non-recurring and unusual charges).


ACTIVISION INC: S&P Upgrades Corporate Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on video
game publisher Activision, Inc., including the corporate credit
rating on the company, which was raised to 'BB-' from 'B+'.  The
upgrade is based on the company's success in developing new
franchise titles, its market share improvement, and its stronger
financial measures.

The rating outlook is stable.  Santa Monica, California-based
Activision had no debt outstanding at Dec. 31, 2004.

"The rating on Activision reflects some earnings concentration
from key titles, intense competition in the video game industry,
the hit-driven nature of the business, and some product life cycle
and seasonality risks," said Standard & Poor's credit analyst Andy
Liu.  "These factors are only partially offset by the company's
increasing number of franchise titles, its expanding user base,
and its good cash cushion."

Activision publishes and distributes video games for consoles,
personal computers, and portable game machines.

Activision has been able to develop two very successful franchises
in the past two years (Call of Duty and True Crime), which have
increased revenue sources and decreased the company's dependence
on the Spiderman and Tony Hawk franchises.  The new franchises,
combined with good co-published titles, allowed the company to
gain share in both the console and PC markets.  SONY and Microsoft
are expected to launch their next-generation consoles, PS3 and
Xbox 2, in either late 2005 or late 2006; the demand for current
generation console software in 2005 will likely be stagnant.
PlayStation Portable (the new portable game platform from Sony
Corp.) and Dual Screen (the new portable platform from Nintendo
Co. Ltd.) could help bridge the short-term dip in console software
demand.  In the longer term, new consoles will help the expansion
of the video game market.


ADELPHIA COMMS: P.L. Venetis Wants More Defense Costs Advanced
--------------------------------------------------------------
On June 24, 2004, the U.S. Bankruptcy Court for the Southern
District of New York allowed former directors of Adelphia
Communications Corporation, and its debtor-affiliates and Adelphia
Business Solutions, Inc., and its debtor-affiliates -- Peter L.
Venetis and James Rigas -- to receive an additional $300,000 under
certain directors' and officers' liability insurance policies to
cover their defense costs.  Although Mr. Venetis had more than
$300,000 in unpaid fees that were covered by the D&O Policies, the
Court nevertheless declared that only $300,000 could be advanced
at that time.  Jeffrey T. Golenbock, Esq., at Golenbock Eiseman
Assor Bell & Peskoe LLP, in New York, points out that the Court
indicated that Mr. Venetis could seek the right to have additional
funds advanced in the future.

Accordingly, Mr. Venetis asks the Court to allow the D&O Policy
Carrier, Associated Electric & Gas Services Limited, to advance
additional funds to cover his defense costs.

Mr. Venetis does not limit the sum he is requesting to be advanced
by the Carriers.  Mr. Golenbock relates that Mr. Venetis has
already incurred hundreds of thousands of dollars beyond what has
been advanced by AEGIS.

Mr. Venetis, as a former ACOM and ABIZ director, is a covered
insured.  Among others, ACOM has alleged that Mr. Venetis has
engaged in wrongdoing, which if proven would void his coverage.
However, Mr. Venetis has never been the subject of any criminal
charges.

"The total coverage of the D&O Policies is $50 million," Mr.
Golenbock notes.  Mr. Venetis' request poses no material risk of
depletion of policy proceeds.  "Yet, as an individual, [Mr.]
Venetis has been forced to pay a very high price to cover Defense
Costs, which arise out of his position as a director.  Thus far,
he has incurred almost $1 million in Defense Costs, but AEGIS has
only been permitted to pay him $600,000 to cover costs that he has
incurred to date.  Given the fact that he is a defendant in
approximately 50 different civil suits, it can be expected that
the cost of his defense will continue to be substantial," Mr.
Golenbock says.

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


ALASKA COMMS: Underwriters Exercise Over-Allotment Option
---------------------------------------------------------
Alaska Communications Systems Group, Inc. (Nasdaq:ALSK) said the
underwriters of its public offering of shares of its common stock,
which was consummated on Feb. 1, 2005, have exercised their over-
allotment option in part to purchase an additional 1,073,530
shares of common stock from ACS.  ACS expects to realize total net
proceeds from the sale of such additional shares, after payment of
underwriting discounts, of approximately $8,668,755 million.  The
sale of the additional shares is expected to close on March 2,
2005, and is subject to customary conditions.  ACS plans to use
the net proceeds from the sale of additional shares for capital
expenditures and general business purposes.

J.P. Morgan Securities Inc., CIBC World Markets Corp. and Banc of
America Securities LLC acted as joint book-running managers of the
equity offering.  Copies of the final prospectus relating to the
equity offering may be obtained from J.P. Morgan Securities Inc.,
277 Park Avenue, New York, New York 10172.

This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of any
securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state.

                        About the Company

Alaska Communications Systems Group, Inc. -- http://www.alsk.com/  
-- provides integrated communications in Alaska, offering local
telephone service, wireless, long distance, data, and Internet
services to business and residential customers throughout Alaska.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2004,
Standard & Poor's Ratings Services affirmed its ratings on Alaska
Communications Systems Group, Inc., and subsidiaries, including
the 'B+' corporate credit rating. All ratings were removed from
CreditWatch, where they were placed with negative implications
June 8, 2004, due to concern about higher financial risk
accompanying the company's proposed $400 million income deposit
securities -- IDS -- offering. The outlook is negative.


ALLEGHENY ENERGY: Fitch Revises Low-B Ratings' Outlook to Positive
------------------------------------------------------------------
The Rating Outlooks for Allegheny Energy, Inc. and Allegheny
Energy Supply, LLC -- AE Supply -- have been revised to Positive
from Stable.  The revision of the Rating Outlooks reflects
improvement in credit quality stemming from debt repayments of
approximately $1.2 billion made since Dec. 1, 2003, a reduction of
business risk because of the sale or wind-down of most of the
higher risk nonregulated operations, improved financial reporting
and controls, and Fitch's expectation of continued debt reduction
and cash flow growth.  The ratings of Allegheny and AE Supply have
been affirmed.  Approximately $4.7 billion of debt is affected.

While Allegheny has made considerable progress in its
restructuring efforts, significant amounts of debt incurred during
past diversification efforts remain on the balance sheet and
execution of operational improvements and deleveraging efforts are
necessary to achieve higher ratings.  The Positive Rating Outlook
incorporates Fitch's expectation of future debt reduction using
proceeds from additional asset sales and growth in cash flow from
operations; however, the timing of the debt reduction and
operational improvement is uncertain.  An agreement has been
reached to sell Allegheny's West Virginia gas companies for
approximately $141 million (excluding repayment of intercompany
loans) and the assumption of $87 million of Mountaineer debt.  
This sale is subject to pending regulatory approvals and approval
by the West Virginia Public Service Commission (WV PSC) for a 9.6%
rate increase.  The WV PSC is scheduled to issue a decision no
later than October 2005.

In addition, Allegheny has put its two remaining Midwestern
merchant peaking plants, Gleason and Wheatland on the block.  
Fitch believes there are reasonable opportunities for Allegheny to
grow cash flow through improving base-load plant availability
(enabling more wholesale power sales into PJM) and operating cost
reduction efforts.  The transition to market based rates for
certain Maryland commercial and industrial customers will result
in pretax earnings growth of approximately $50 million per year,
beginning in 2005.  In Pennsylvania, West Penn Power has filed for
rate increases in exchange for extension of generation rate caps
through 2010, retail distribution rate caps through 2007, and
approval to securitize approximately $115 million of stranded
costs.  A constructive settlement of the Pennsylvania rate filing
would also improve cash flows.

The 'BB-' senior unsecured rating of Allegheny reflects the still
high leverage and challenges presented by rising fuel and
emissions compliance costs at AE Supply ('B-'), as well as the
conservative capitalization and steady cash flow generation
capability of the three regulated utility subsidiaries.  Debt
issued at the holding company comprises only approximately 15% of
Fitch's estimate of the $5 billion of consolidated debt with over
half of the debt at AE Supply at the end of 2004.  Support for the
rating is provided by the strong asset coverage of debt through
the holding company level and the stability of the regulated
transmission and distribution utilities.

In the increasingly unlikely event of default, the probability of
loss given default is increasingly remote in Fitch's view.  The
strong asset coverage and declining risk of default is anticipated
to lead to narrower notching within the Allegheny group in the
future.  Credit concerns include the challenge of funding the
estimated $1.3 billion of capital spending necessary for the
addition of scrubbers and/or selective catalytic reduction
equipment to certain coal-fired power plants (beginning after
2005), litigation risks, and long-term regulatory uncertainties
associated with the planned transition to market-based retail
electric rates in Pennsylvania and Maryland.

Fitch affirms ratings and revises the Rating Outlooks to Positive
on:

   Allegheny Energy, Inc.

      -- Senior unsecured debt 'BB-';
      -- 11 7/8% notes due 2008 'B+'.
      
   Allegheny Capital Trust I

      -- Trust preferred stock 'B+'.

   Allegheny Energy Supply Company LLC

      -- Senior secured 'BB-';
      -- Senior unsecured notes 'B-';
      -- Statutory trust (A notes) 'BB-'

   Allegheny Generating Company

      -- Senior unsecured debentures 'B-'.

Allegheny is a registered utility holding company with three main
regulated utility subsidiaries:

      * Monongahela Power;
      * Potomac Edison; and
      * West Penn Power.


ALLIED WASTE: Moody's Junks Ratings on $230MM Senior Sub. Bonds
---------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Allied Waste
North America, Inc., along with its wholly-owned subsidiary,
Browning-Ferris Industries, Inc., and its parent company Allied
Waste Industries, Inc.  At the same time Moody's assigned ratings
to proposed new issuances of Allied Waste North America and
upgraded the existing speculative grade liquidity rating of Allied
Waste Industries.  This concludes Moody's review for possible
downgrade, which was initiated February 16, 2005.  The outlook on
the ratings is negative.

The confirmation reflects Moody's belief that the new credit
facility and the 3-year mandatory convertible preferred stock will
provide Allied Waste with time and liquidity to address its
operational and financial problems.  The refinancing is expected
to increase Allied's access to liquidity through improved EBITDA
cushions under the financial covenant tests and an increased
revolver commitment; lower interest expense; and minimize any
mandatory payments via an extension of debt maturities.

The ratings continue to reflect the company's weak free cash flow
generation relative to the size of its revenue base and its
leverage.  It also incorporates the vulnerability of the company's
margins and cash flows to both internal and external pressures.
Allied Waste's free cash flow (defined as cash from operations
less capex less dividends) will continue to be stressed for the
next few years because of high-required capital expenditures of
approximately $700 million for fleet renewal and landfill
expansion as well as cash dividends on its convertible preferred
stock.  Moody's believes that the company's likely scenario for
free cash flow under its 2005 guidance is break-even to slightly
positive, inclusive of the potential, accrued IRS payment.

The improvement in the speculative grade liquidity rating comes
primarily from the additional debt capacity and generous financial
covenant tests provided under the proposed credit agreement.

The ratings outlook is negative.  The outlook reflects Moody's
concerns that Allied Waste's free cash flow generation could
weaken over the next year.  Moody's will vigilantly monitor the
company's performance.  Any material deviations of operating
performance from Moody's expectations including further
impairments in free cash flow generation could result in ratings
downgrade.  It would likely take several quarters of consistent
performance for the outlook to improve.

The ratings affected are:

  -- Allied Waste Industries, Inc. -

     * Senior Implied Rating confirmed at B2;

     * Senior Unsecured Issuer Rating confirmed at Caa2;

     * $230 million issue of 4.25% guaranteed senior subordinated
       convertible bonds due 2034, confirmed at Caa2;

     * $345 million issue of mandatory convertible preferred stock
       -- conversion date of April 2006, confirmed at Caa3;

     * Proposed $500 million issue of senior mandatory convertible
       preferred stock -- conversion date of March 2008, assigned
       a Caa3.

     * Speculative Grade Liquidity Rating was upgraded to SGL-2
       * from SGL-4.

  -- Allied Waste North America, Inc. --

     * $1.5 billion guaranteed senior secured revolving credit
       facility due 2008, confirmed at B1;

     * $198 million guaranteed senior secured Tranche A Credit-
       Linked Deposits due 2010, confirmed at B1;

     * $1.163 billion senior secured Tranche B Term Loan due 2010,
       confirmed at B1;

     * $245 million senior secured Tranche C Term Loan due 2010,
       confirmed at B1;

     * $147 million senior secured Tranche D Term Loan due 2010,
       confirmed at B1;

     * $600 million issue of 7.625% guaranteed senior secured
       notes due 2006, confirmed at B2;

     * $750 million issue of 8.5% guaranteed senior secured notes
       due 2008, confirmed at B2;

     * $600 million issue of 8.875% guaranteed senior secured
       notes due 2008, confirmed at B2;

     * $425 million issue of 6.125% guaranteed senior secured
       notes due 2014, confirmed at B2;

     * $350 million issue of 6.5% guaranteed senior secured notes
       due 2010, confirmed at B2;

     * $400 million issue of 5.75% guaranteed senior secured notes
       due 2011, confirmed at B2;

     * $275 million issue of 6.375% guaranteed senior secured
       notes due 2011, confirmed at B2;

     * $375 million issue of 9.25% guaranteed senior secured notes
       due 2012, confirmed at B2;

     * $450 million issue of 7.875% guaranteed senior secured
       notes due 2013, confirmed at B2;

     * $400 million issue of 7.375% guaranteed senior unsecured
       notes due 2014, confirmed at Caa1;

     * $195 million issue of 10% guaranteed senior subordinated
       notes due 2009, confirmed at Caa2;

     * Proposed $1.55 billion guaranteed senior secured revolving
       credit facility due 2010, assigned a B1;

     * Proposed $1.45 billion guaranteed senior secured term loan
       due 2012, assigned a B1;

     * Proposed $450 million guaranteed senior secured Tranche A
       Letter of Credit Facility due 2012, assigned a B1;

     * Proposed $600 million issue of guaranteed senior secured
       notes due 2015 assigned a B2;

     * Browning-Ferris Industries, Inc. - (assumed by Allied Waste
       North America, Inc.)

     * $69.4 million issue of 7.875% senior secured notes due
       2005, confirmed at B2;

     * $161.1 million issue of 6.375% senior secured notes due
       2008, confirmed at B2;

     * $99.5 million issue of 9.25% secured debentures due 2021,
       confirmed at B2;

     * $360 million issue of 7.4% secured debentures due 2035,
       confirmed at B2;

     * Approximately $200 million of industrial revenue bonds
       confirmed at Caa1.

The proposed transactions include a $3.45 billion guaranteed
senior secured credit facility, a $600 million issue of senior
secured notes and approximately $500 million issue of mandatory
convertible preferred stock.  The company also anticipates raising
$100 million of common equity.

The proceeds of the proposed transactions will be used to
repurchase abut $600 million of the outstanding 7.625% senior
secured notes due 2006; to repurchase about $195 million of the
outstanding 10% senior subordinated notes due 2009; to repurchase
about $125 million of the outstanding 9.25% senior secured notes
due 2012; to repay upon maturity about $69.501 million of the
outstanding 7.875 % senior notes of BFI due March 2005 and to
refinance outstandings under the senior secured credit facility.

Upon the completion of the above mentioned refinancings, Moody's
will withdraw the respective ratings.

Moody's notes the maturities under the credit facility will
shorten if certain shorter dated notes are not refinanced prior to
their stated maturities in 2008, 2010 and 2011.  In addition, the
credit facility permits an additional $250 million term facility
and an incremental letter of credit facility of $500 million
conditioned upon the pro forma compliance of the financial
covenant tests.

A weak pricing environment and higher costs for fuel, labor and
insurance and inflation-related costs are will likely put negative
pressure on 2005 earnings throughout the industry.  In addition,
Moody's believes that Allied Waste's 2005 operating margins will
continue to be burdened by a lack of meaningful price growth, high
maintenance and expense for its aging fleet, and higher than
normal professional fees related to the implementation of its
Excellence-Driven Standards and Best Practices Program ("XD").
Cash generation will be further stressed by an anticipated IRS
payment of between $50 million and $75 million, and $40 million of
increased fuel cost because of the January 2005 expiration of fuel
hedges.

The company's renewed investment in fleet and the expected $55
million of net cost savings from the XD program may not provide
sufficient and timely relief to the company's swelling operating
costs in 2005.  Moody's notes that only 34% of Allied's $583
million 2004 capital expenditure expense was used for vehicles,
containers or heavy equipment.  A large portion of 2005's capital
expenditures will likewise be needed for landfill expansion.)

The improvement in Allied Waste's speculative grade liquidity
rating to SGL -2 from SGL-4 reflects the increased borrowing
capacity provided by the new $3.45 billion credit facility and
generous cushions under the financial covenant tests.  About $250
million of letter of credit commitments under the revolver will be
shifted to an increased Tranche A Letter of Credit Facility.  The
company expects to have $1 billion in letter of credit capacity to
address its financial assurance needs and to provide cushion for
any shortfalls in cash generation.

The B2 rating on the bank facility reflects Moody's belief that
the recovery of the holders of the bank facility in a distressed
situation would be better than that of the senior note holders who
enjoy pledged collateral from BFI.  Primarily as a result of the
refinancing of the subordinated notes over time, the senior
secured notes now represent the largest debt class in the capital
structure and, therefore, have relatively less asset protection
from the fixed pool of BFI collateral than they previously
enjoyed.

The Caa1 rated senior unsecured debt reflects the effective
subordination of this class of debt to a large amount of secured
debt.

The Caa2 rating on the guaranteed senior subordinated convertible
bonds due 2034 of Allied Waste Industries, Inc reflects the
structural and contractual subordination of the issue to the
substantial liabilities of the subsidiaries.

The Caa3 rating on the mandatory convertible preferred stock of
Allied Waste Industries, Inc., reflects the deep structural and
contractual subordination compared to the substantial liabilities
of the subsidiaries.

The collateral under the credit facility consists of a first
priority lien on all equity interests in Allied Waste North
America, Inc., and substantially all of the domestic subsidiaries
plus all tangible and intangible assets (other than certain
landfill properties that are covered by a negative pledge).  The
credit facility is guaranteed by Allied Waste Industries, Inc. as
well as substantially all of the subsidiaries.

When Allied Waste acquired BFI, the holders of the 1998 senior
notes of Allied and specified debt of BFI were granted equal and
ratable security interests in the stock of BFI's subsidiaries and
the assets of BFI and its subsidiaries to the extent granted as
collateral for the senior secured facilities.  All Allied senior
notes are guaranteed by the parent company and substantially all
the subsidiaries.  The BFI notes, however, are not guaranteed by
the BFI subsidiaries. Moody's notes that the existing BFI notes
offer no covenant protection.

The senior secured notes have the guarantee of Allied Waste
Industries, Inc. as well as that of substantially all of the
subsidiaries as long as they continue to guarantee the credit
facility.  Additionally, as long as any of the other senior notes
of the company are secured, the senior notes will share equally
and ratably in the existing security discussed in the previous
paragraph.  The senior unsecured notes rank pari passu in right of
payment to current and future senior debt but will be effectively
subordinated to the debt under the credit facility to the extent
that both Allied and BFI stock and assets are pledged as security
under the credit facility.

Allied Waste North America, Inc., a wholly owned operating
subsidiary of Allied Waste Industries, Inc., is based in
Scottsdale, Arizona.  Allied Waste is a vertically integrated,
non-hazardous solid waste management company providing collection,
transfer, and recycling and disposal services for residential,
commercial and industrial customers.  The company had sales of
approximately $5.362 billion in 2004.


AMERIQUEST MORTGAGE: Fitch Assigns BB Rating on $11.25 Mil. Certs.
------------------------------------------------------------------
Ameriquest Mortgage Securities Inc. asset-backed P-T certificates
are rated by Fitch Ratings:

    -- $2005-R1 $1.053 billion publicly offered classes A-1A
       through A-3D 'AAA';

    -- $80.25 million class M-1 certificates 'AA';

    -- $22.5 million class M-2 certificates 'AA';

    -- $34.5 million class M-3 certificates 'AA-';

    -- $24 million class M-4 certificates 'A+';

    -- $15 million class M-5 certificates 'A';

    -- $23.25 million class M-6 certificates 'A-';

    -- $13.5 million class M-7 certificates 'BBB+';

    -- $18 million class M-8 certificates 'BBB';

    -- $20.25 million privately offered class M-9 'BB+',

    -- $11.25 million privately offered class M-10 'BB'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 17.50% subordination provided by classes M-1 through
M-10, monthly excess interest and initial overcollateralization -
OC -- of 1%.  

Credit enhancement for the 'AA' rated class M-1 certificates
reflects the 12.15% subordination provided by classes M-2 through
M-10, monthly excess interest and initial OC.  

Credit enhancement for the 'AA' rated class M-2 certificates
reflects the 10.65% subordination provided by classes M-3 through
M-10, monthly excess interest and initial OC.  

Credit enhancement for the 'AA-' rated class M-3 certificates
reflects the 8.35% subordination provided by classes M-4 through
M-10 monthly excess interest and initial OC.

Credit enhancement for the 'A+' rated class M-4 certificates
reflects the 6.75% subordination provided by classes M-5 through
M-10, monthly excess interest and initial OC.  

Credit enhancement for the 'A' rated class M-5 certificates
reflects the 5.75% subordination provided by classes M-6 through
M-10, monthly excess interest and initial OC.  

Credit enhancement for the 'A-' rated class M-6 certificates
reflects 4.20% subordination provided by classes M-7 through M-10,
monthly excess interest and initial OC.  

Credit enhancement for the 'BBB+' rated class M-7 certificates
reflects the 3.30% subordination provided by classes M-8 through
M-10, monthly excess interest and initial OC.  

Credit enhancement for the 'BBB' rated class M-8 certificates
reflects the 2.10% subordination provided by classes M-9 and M-10,
monthly excess interest and initial OC.  

Credit enhancement for the 'BB+' rated class M-9 certificates
reflects the 0.75% subordination provided by class M-10, monthly
excess interest and initial OC.

Credit enhancement for the non-offered 'BB' class M-10
certificates reflects the monthly excess interest and initial OC.
In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
Ameriquest Mortgage Company as Master Servicer.  Deutsche Bank
National Trust Company will act as Trustee.

As of the cut-off date, the Group I mortgage loans have an
aggregate balance of $438,924,619.  The weighted average loan rate
is approximately 7.785%.  The weighted average remaining term to
maturity is 351 months.  The average cut-off date principal
balance of the mortgage loans is approximately $145,339.00.  The
weighted average original loan-to-value -- OLTV -- ratio is 76.33%
and the weighted average Fair, Isaac & Co. - FICO -- score was
611.

The properties are primarily located in:

        * California (14.38%),
        * Florida (10.40%) and
        * New York (8.90%).

As of the cut-off date, the Group II mortgage loans have an
aggregate balance of $498,806,657.  The weighted average loan rate
is approximately 7.639%.  The weighted average remaining term to
maturity is 351 months.  The average cut-off date principal
balance of the mortgage loans is approximately $153,668.  The
weighted average OLTV ratio is 78.31% and the weighted average
FICO score was 616.  The properties are primarily located in:

        * California (13.26%),
        * Florida (11.28%), and
        * New York (8.35%).

As of the cut-off date, the Group III mortgage loans have an
aggregate balance of $562,269,353.  The weighted average loan rate
is approximately 7.551%.  The weighted average remaining term to
maturity is 355 months.  The average cut-off date principal
balance of the mortgage loans is approximately $234,474.  The
weighted average OLTV ratio is 81.25% and the weighted average
FICO score was 628.  The properties are primarily located in:

        * California (26.29%),
        * New York (10.84%) and
        * Florida (8.30%).

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company.  Ameriquest Mortgage Company is a specialty
finance company engaged in the business of originating, purchasing
and selling retail and wholesale subprime mortgage loans.


ARAB BANK: Ordered to Suspend Most U.S. Operations
--------------------------------------------------
The Office of the Comptroller of the Currency entered into a
consent order with the Federal Branch of Arab Bank, PLC, New York,
New York, under which it will contract its activities and convert
to an agency office.  The order requires the Branch to:

     * maintain at least $420 million of "quality" assets,

     * limit total liabilities to $295 million;

     * stop taking and cash-out or transfer customer deposits;

     * halt its overseas money-transfer operations; and

     * take additional steps to improve its Bank Secrecy Act and
       Anti-Money Laundering compliance programs and internal
       controls.  

The order was precipitated by the OCC's determination that the
branch had internal control weaknesses, particularly with regard
to its international funds transfer activities.  The order notes
that Arab Bank and Branch management cooperated with and
facilitated the OCC's examination and investigation.  

A full-text copy of the Consent Order, dated February 24, 2005, is
available at no charge at http://www.occ.treas.gov/ftp/eas/ea2005-14.pdf

The Consent Order replaces an interim order, dated Feb. 8, 2005,
requiring the bank to preserve its assets and restrict its funds
transfer activities until the broader action encompassed in
today's enforcement action could be completed.  A full-text copy
of that Feb. 8 order is available at no charge at
http://www.occ.treas.gov/ftp/eas/ea2005-13.pdf

The Office of the Comptroller of the Currency was created by
Congress to charter national banks, to oversee a nationwide system
of banking institutions, and to assure that national banks are
safe and sound, competitive and profitable, and capable of serving
in the best possible manner the banking needs of their customers.

Arab Bank said in a statement Friday that it will focus its New
York activities in the area of trade and corporate finance -- the
core of its business in the U.S. -- in which it is a recognized
global leader specializing in the Middle Eastern and North African
region.

"Arab Bank is committed to achieving and implementing best
practices in the rapidly evolving area of transactional
reporting," Shukry Bishara, Arab Bank's Chief Banking Officer
said.  "This agreement builds on and will help strengthen our
internal controls, and will give our customers and regulators even
more confidence in the safety and security of Arab Bank.  We are
committed to maintaining our 75 year history of reliability and
excellence and to sending a strong message that Arab Bank is a
beacon of transparency and sophisticated finance in the Middle
East and around the world."

In December 2004, 117 U.S. citizens whose family members were
victims of terror, killed, or injured in terrorist attacks, sued
Arab Bank in the U.S. District Court for the Eastern District of
New York.  The Complaint, styled Litle v. Arab Bank, charges Arab
Bank with illegally funneling dollars from various Islamic
charitable foundations and others to known terrorist
organizations, including HAMAS, Al Aqsa Martyrs' Brigade and the
Palestinian Islamic Jihad.  The 117 plaintiffs are represented by
a consortium of American law firms led by Richard D. Heideman,
Esq., of Heideman Lezell Nudelman & Kalik, PC, in Washington,
D.C.; Mark Werbner, Esq., of Sayles Werbner in Dallas, Texas; and
Steven R. Perles, Esq., of The Perles Law Firm in Washington, D.C.

Arab Bank is a 75-year-old institution with operations in 30
countries worldwide.  It is recognized as one of the preeminent
financial institutions in the Middle East with an enviable track
record.  In 2004, Moody's said: "in a region with a history of
political and economic uncertainties . . . Arab Bank is recognized
as the flight-to-quality bank in the Middle East."  The bank has
assets of $32 billion and its New York branch has been in business
since 1982.


ARMSTRONG WORLD: Wants Summary Judgment on Carlino-Arcadia Claim
----------------------------------------------------------------
Armstrong World Industries, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware to grant partial summary judgment and
hold that Carlino-Arcadia Associates, L.P., and Wagman
Construction, Inc., may not recover these expenses:

   (1) Fixed overhead or management costs;

   (2) Professional fees, such as attorney's or accounting fees,
       which fees are not recoverable under the land sale
       agreements in the event of breach by AWI; and

   (3) Fees that Carlino and Wagman voluntarily incurred after
       March 2, 2001, the date on which AWI advised them that
       it would reject the Land Sale Agreements.

The Claims arise out of a pre-bankruptcy transaction between
Carlino/ Wagman, sophisticated commercial real estate developers
who signed two contracts with AWI to purchase up to 400 acres of
land from AWI for commercial development.  After filing for
bankruptcy protection, AWI determined that it was in the best
interest of its estate to reject the Land Sale Agreements.  On
March 2, 2001, AWI promptly advised Carlino and Wagman of its
intentions.  

On April 3, 2002, Carlino and Wagman sought to compel AWI to
assume the Land Sale Agreements.  Following discovery and an
evidentiary hearing on the claim, the Court held that Carlino and
Wagman could not compel AWI to assume the Land Sale Agreements and
that AWI's decision to reject the Land Sale Agreements was a sound
exercise of its business judgment.  Carlino and Wagman were
permitted to pursue claims for damages arising out of the
rejection of the Land Sale Agreements.

On August 29, 2003, following briefing and oral argument, the
Court held that Carlino and Wagman could not seek a recovery of
their alleged lost profits and dismissed this claim.  Carlino and
Wagman filed an appeal from the Court order.  The appeal as well
as AWI's motion to dismiss the appeal as an interlocutory appeal
currently are pending before the United States Court for the
District of Delaware.

Carlino and Wagman continue to assert claims for a variety of
other alleged damages, some of which are not compensable under the
Land Sale Agreements, which limit the damages that Carlino and
Wagman may recover in any action for breach of contract.  These
damages do not include, among other things, lost profits,
professional fees, unreasonable out of pocket costs and overhead
or management costs.  Instead, any damages recoverable by Carlino
and Wagman are limited to their reasonable out of pocket costs for
prepetition direct costs expended by Carlino and Wagman -- not
their fixed business over head, such as salaries of employees,
which would have been incurred regardless of whether Carlino and
Wagman did business with AWI.

AWI does not seek summary judgment on Carlino and Wagman's
remaining damage claim for recovery of their prepetition out-of-
pocket expenses.  AWI, however, reserves its rights with respect
to that claim.

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)


BANC OF AMERICA: Fitch Assigns B Rating on $463,000 Mortgage Cert.
------------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2005-B, mortgage
pass-through certificates, are rated by Fitch Ratings:

     -- $298,130,100 classes 1-A-1, 1-A-R, 1-A-LR, 2-A-1, and
        2-A-2 (senior certificates) 'AAA';

     -- $5,095,000 class B-1 'AA';

     -- $2,162,000 class B-2 'A';

     -- $1,389,000 class B-3 'BBB';

     -- $618,000 class B-4 'BB';

     -- $463,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.45%
subordination provided by:

          * the 1.65% class B-1,
          * the 0.70% class B-2,
          * the 0.45% class B-3,
          * the 0.20% privately offered class B-4,
          * the 0.15% privately offered class B-5, and
          * the 0.30% privately offered class B-6.

The ratings on class B-1, B-2, B-3, B-4, and B-5 certificates
reflect each certificate's respective level of subordination.
Class B-6 is not rated by Fitch.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of two groups of adjustable interest
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 590 loans and an
aggregate principal balance of $308,784,006, as of Feb. 1, 2005,
(the cut-off date).  The two loan groups are cross-collateralized.

The group 1 collateral consists of 3/1 hybrid adjustable-rate
mortgage - ARM -- loans.  After the initial fixed interest rate
period of three years, the interest rate will adjust annually
based on the sum of one-year LIBOR index and a gross margin
specified in the applicable mortgage note.  Approximately 49.34%
of group 1 loans require interest-only payments until the month
following the first adjustment date.  As of the cut-off date, the
group has an aggregate principal balance of approximately
$51,836,754.18 and an average balance of $503,269.  The weighted
average original loan-to-value ratio - OLTV -- for the mortgage
loans is approximately 74.49%.  The weighted average remaining
term to maturity - WAM -- is 358 months, and the weighted average
FICO credit score for the group is 732. Second homes and investor-
occupied properties constitute 13.38% and 2.61% of the loans in
group 1, respectively.  Rate/term and cashout refinances account
for 26.52% and 17.00% of the loans in group 1, respectively.  

The states that represent the largest geographic concentration of
mortgaged properties are:

          * California (51.22%),
          * Florida (13.55%), and
          * Illinois (8.52%).

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

The group 2 collateral consists of 5/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of five years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 64.59% of group 2 loans require
interest-only payments until the month following the first
adjustment date.  As of the cut-off date, the group has an
aggregate principal balance of approximately $256,947,252 and an
average balance of $527,612.  The weighted average OLTV for the
mortgage loans is approximately 71.30%.  The WAM is 358 months,
and the weighted average FICO credit score for the group is 737.
Second homes and investor-occupied properties constitute 10.56%
and 1.06% of the loans in group 2, respectively.  Rate/term and
cashout refinances account for 21.95% and 18.12% of the loans in
group 2, respectively.

The states that represent the largest geographic concentration of
mortgaged properties are:

          * California (53.59%),
          * Florida (9.79%), and
          * Virginia (6.26%).

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

Approximately 56.44% of the group 1 mortgage loans, approximately
60.50% of the group 2 mortgage loans, and approximately 59.81% of
all of the mortgage loans were originated under the accelerated
processing programs.  Loans in the accelerated processing
programs, which may include the all-ready home and rate reduction
refinance programs, are subject to less stringent documentation
requirements.

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

Banc of America Mortgage Securities, Inc., deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BALDWIN CRANE: CitiCapital Asks Court to Dismiss Chapter 11 Case
----------------------------------------------------------------
CitiCapital Commercial Corporation and CitiCapital Technology
Finance, Inc., ask the U.S. Bankruptcy Court for the District of
Massachusetts to dismiss the chapter 11 case filed by Baldwin
Crane and Equipment Corp., or convert the chapter 11 case to a
chapter 7 liquidation proceeding.

Sean W. Gilligan, Esq., at Pepe & Hazard, LLP, in Boston,
Massachusetts, contends that the Debtor has failed to submit a
feasible plan of reorganization that the Court can confirm within
a reasonable amount of time.  The Debtor has presented three plans
to date, all of which have come under attack by various priority
claimants and secured creditors.  The Debtor's fourth attempt is
also not feasible because it lacks the capital and cash flow to
fund all payments proposed under the Plan.  

According to Mr. Gilligan, it is not reasonable to believe, or
speculate, that the Debtor's business will change dramatically and
its finances improve to the point where the company can grow its
way out of the current financial crisis.  Moreover, the Plan is
not confirmable because it attempts to discharge the obligations
of non-debtor guarantors and it violates the absolute priority
rule.

Mr. Gilligan asserts that dismissal of the chapter 11 case and
liquidation of the Debtor's assets is the only realistic
alternative.

As reported in the Troubled Company Reporter on Feb. 15, 2005, the
Honorable Joan N. Feeney has scheduled a hearing on March 30,
2005, to talk about the company's proposed plan and disclosure
statement.  

Headquartered in Wilmington, Massachusetts, Baldwin Crane and
Equipment Corp., operates a crane-operating business.  The Company
filed for chapter 11 protection on October 3, 2003 (Bankr. Mass.
Case No. 03-18303).  Nina M. Parker, Esq., at Parker & Associates
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


BLOCKBUSTER INC: Declares $0.02 Per Share Quarterly Cash Dividend
-----------------------------------------------------------------
The Board of Directors of Blockbuster Inc. (NYSE: BBI; BBI.B)
declared a regular quarterly cash dividend of $0.02 per share of
common stock, payable March 28, 2005, to stockholders of record at
the close of business on March 14, 2005.

                        About the Company

Blockbuster Inc. is a leading global provider of in-home movie and
game entertainment, with more than 9,000 stores throughout the
Americas, Europe, Asia and Australia.  The Company may be accessed
worldwide at http://www.blockbuster.com/

                          *     *     *

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

The ratings placed on review for possible downgrade are:

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

The rating downgraded is:

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


CAR LOT OF SYLACAUGA: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Car Lot of Sylacauga, Inc.
        103 Sylavon Road
        Sylacauga, Alabama 35150

Bankruptcy Case No.: 05-40588

Chapter 11 Petition Date: February 23, 2005

Court: Northern District Of Alabama (Anniston)

Judge: James S. Sledge

Debtor's Counsel: Ronald S. Held, Esq.
                  Sides, Oglesby, Held & Dick
                  P.O. Box 1849
                  Anniston, AL 36202
                  Tel: 256-237-6611

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Frontier National Bank        Floor Plan                $987,000
P.O. Drawer 630               Value of collateral:
43 N. Broadway                $700,000
Sylacauga, AL 35150           Net Unsecured:
                              $287,000

First Federal of the South   Floor Plan                 $534,844
126 North Norton Ave.        Value of collateral:
Sylacauga, AL 35150          $300,000
                             Net Unsecured:
                             $234,844

MBNA                                                     $24,000
P.O. Box 15128
Wilmington, DE 19850

Direct Capital Corp.                                     $15,000

Home Depot                                                $4,000


CARLIN MESSENGER: Wants to Hire Leslie D. Jacobson as Counsel
-------------------------------------------------------------          
Carlin Messenger Service, LLC, ask the U.S. Bankruptcy Court for
the Middle District of Pennsylvania for permission to employ the
Law Offices of Leslie D. Jacobson as its general bankruptcy
counsel.

Leslie D. Jacobson is expected to:

   a) advise the Debtor in its duties and responsibilities as a
      debtor-in-possession in the continued operation and
      management of its business;

   b) assist the Debtor in filing all necessary Schedules and
      Statements pursuant to its bankruptcy petition;

   c) represent the Debtor in all matters pertaining to its
      chapter 11 case; and

   d) perform all other legal services to the Debtor which may
      arise in its chapter 11 case.

Leslie David Jacobson, Esq., a Partner at Law Offices of Leslie D.
Jacobson, is the lead attorney for the Debtor.  Mr. Jacobson will
bill the Debtor $250 per hour for his services.  Mr. Jacobson
discloses that his Firm has not yet received a retainer when the
Debtor filed a request to approve his Firm's employment as the
Debtor' counsel.

Mr. Jacobson reports his Firm's professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Partners                $250
    Associates              $175
    Law Clerks              $100
    Paralegals              $100

Law Offices of Leslie D. Jacobson assures the Court that it does
not represent any interest adverse to the Debtor or its estate.  

Headquartered in Harrisburg, Pennsylvania, Carlin Messenger
Service, LLC, -- http://www.4sameday.com/harrisburg/-- provides  
courier services.  The Company filed for chapter 11 protection on
February 23, 2005 (Bankr. M.D. Pa. Case No. 05-00994).  When the
Debtor filed for protection from its creditors, it listed
estimated assets of $50 million to $100 million and estimated
debts of more than $100 million.


CENTRAL RESERVE: S&P Ups Credit & Fin'l Strength Ratings to BBpi
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on Central Reserve Life Insurance
Co. to 'BBpi' from 'Bpi'.

Standard & Poor's also said that it withdrew its 'Bpi'
counterparty credit and financial strength ratings on Central
Reserve's subsidiary, Provident American Life & Health Insurance.

"The upgrade on Central Reserve is based on the company's good and
improving capitalization and operating performance," explained
Standard & Poor's credit analyst James Sung.  "These positive
factors are partly offset by Central Reserve's declining revenue
base, only adequate geographic diversification, and high product-
line concentration."

Central Reserve markets and sells major medical health and senior
health and life insurance to individuals, families, associations,
and small employer groups.  The company is owned by Ceres Group
Inc., a publicly traded holding company (NASDAQ:CERG). Continental
General Insurance Co., an affiliate of Central Reserve, is also a
wholly owned subsidiary of Ceres Group, Inc.

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.


CIRRUS TECHNOLOGY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Cirrus Technology, Inc.
        1300 Meridian Street, Suite 26
        Huntsville, Alabama 35801

Bankruptcy Case No.: 05-80955

Type of Business: The Debtor provides management and training
                  services.  See http://cirrusti.com/

Chapter 11 Petition Date: February 25, 2005

Court: Northern District Of Alabama (Decatur)

Debtor's Counsel: Tazewell Shepard
                  Tazewell Shepard, P.C.
                  P.O. Box 19045
                  Huntsville, AL 35804
                  Tel: 256-512-9924

Total Assets: $2,231,639

Total Debts:  $5,639,965

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


CONTINENTAL AIRLINES: Pilots Ink Tentative 45-Month Labor Pact
--------------------------------------------------------------
Negotiators for the pilots of Continental Airlines, represented by
the Air Line Pilots Association, Int'l -- ALPA -- reached a
tentative agreement on a 45-month labor agreement with management
that provides job protection, pension protection and upside
protection while affording Continental the pilot cost savings the
company sought to support its business plan.

The tentative agreement is subject to approval by the pilots'
Master Executive Council -- MEC -- a unit of ALPA.  If approved by
the MEC, a ratification vote by the Continental pilot membership
will take place on March.

"Company management set a goal to reach an agreement.  This gave
the pilots strong leverage to accomplish our goals," said Capt.
Jay Panarello, chairman of the CAL MEC.  "This union fought for
our pilots from start to finish.  We were willing to help our
company, but only on terms acceptable to the pilots."

The new contract, if ratified, will save Continental more than
$200 million per year, a major portion of the $500 million in cost
cuts management says it needs from employees.  In exchange for
these concessions, the pilots gained enhanced pension and job
security, stock options, and a variable compensation plan.  The
contract includes a guarantee that the pilots will share in the
company's profits when Continental recovers from its current
financial problems.

The Continental MEC is composed of nine elected local council
representatives working on behalf of more than 4,000 Continental
pilots.  ALPA is the world's largest pilot union, representing
64,000 pilots at 43 airlines in the U.S. and Canada.

Continental Airlines -- http://continental.com/--serves 128    
domestic and 111 international destinations -- more than any other  
airline in the world -- and nearly 200 additional points are  
served via codeshare partner airlines.  With 42,000 mainline  
employees, the airline has hubs serving New York, Houston,  
Cleveland and Guam, and carries approximately 51 million  
passengers per year.  FORTUNE ranks Continental one of the 100  
Best Companies to Work For in America, an honor it has earned for  
six consecutive years.  FORTUNE also ranks Continental as the top  
airline in its Most Admired Global Companies in 2004.  

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its ratings on equipment
trust certificates and enhanced equipment trust certificates of:

   -- America West Airlines Inc. (B-/Negative/--),
   -- American Airlines Inc. (B-/Stable/--),
   -- Continental Airlines Inc. (B/Negative/--), and
   -- Northwest Airlines Inc. (B/Negative/--;

includes issues of NWA Trust No. 1 and NWA Trust No. 2 on
CreditWatch with negative implications.  The rating action does
not affect issues that are supported by bond insurance policies.
Affected securities total about $13.2 billion.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.


CONTINENTAL GENERAL: S&P Upgrades Ratings to Bbpi from Bpi
----------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on Continental General Insurance
Co. to 'BBpi' from 'Bpi'.

"The upgrade is based on the company's improved capitalization,
improved operating performance, and good liquidity," said Standard
& Poor's credit analyst James Sung.

Continental General writes individual life, annuity, major
medical, long-term care, Medicare supplement, and other accident
and health insurance.  Based in Nebraska and licensed in 48 states
and the District of Columbia, Continental General's primary
markets are Florida, Texas, Pennsylvania, Georgia, and Nebraska.
The company is wholly owned by Continental General Corp., which is
wholly owned by Ceres Group Inc., a publicly traded holding
company (NASDAQ:CERG). Central Reserve Life Insurance Co., an
affiliate of Continental General, is also a wholly owned
subsidiary of Ceres Group, Inc.

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.


DATA TRANSMISSION: Moody's Puts B2 Rating on $175MM Sr. Sec. Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Data
Transmission Network Corporation's proposed $175 million senior
secured credit facility.  

Full details of the rating action are:

   * $20 million senior secured revolving credit facility -- B2

   * $155 million senior secured term loan B -- B2

   * senior implied rating -- B2

   * issuer rating -- B3

The rating outlook is stable.

The ratings reflect Data Transmission's high leverage, its
shrinking subscriber count, the competitive pressure faced by each
of its information services product offerings, and the limited
growth potential of its business model.  Ratings are supported by
the company's relatively low level of debt (which was
substantially lightened following its 2003 bankruptcy), the
diversification of Data Transmission's product and customer base,
and the predictability of its subscription-based recurring
revenues.

The stable outlook reflects the stability of Data Transmission's
revenue base, the length of its customer relationships, and a
refocused marketing and customer retention strategy which targets
higher-end users.

Since Data Transmission emerged from bankruptcy protection in
October 2003, its new owners and management team have focused upon
eliminating redundancies, stemming customer churn, developing new
product, maintaining price integrity and cutting costs.  The
company has strived to build upon areas where it retains an
incumbent advantage, grow into adjacent markets and build upon key
competencies, especially those focused to higher-end subscribers.

Nevertheless, Data Transmission continues to lose subscribers --
with a churn rate of approximately 14% largely resulting from non-
renewals of lower- end subscription plans.  Management's success
in growing ARPU has resulted in relatively flat revenue growth.

Pro-forma for the proposed financing, Data Transmission is
expected to record total debt of $165 million and adjusted EBITDA
of $50 million (unadjusted EBITDA of $44 million) at the end of
2004.  This resulted in leverage of approximately 3.3 times debt
to EBITDA, compared to 3.9 times at the end of 2003.  At closing,
management expects to count up to $10 million under its $20
million senior secured revolver available to supplement free cash
flow generation, which Moody's estimates will approximate $24
million for 2005.

Proceeds for the proposed bank facility will be largely used to
retire the company's existing $132 million bank debt and repay $31
million in junior subordinated debt.

The proposed bank credit facility is rated at parity with the
senior implied rating since senior secured debt represents the
preponderance of Data Transmission's capital structure. In a
distress scenario, Moody's considers that asset values would
provide sufficient recovery to senior secured debt holders based
upon a 5 to 6 times EBITDA valuation multiple.

The borrower of the proposed facility will be Data Transmission
Network Corporation, a wholly owned subsidiary of DTN Holding
Company, LLC.  The facility will be guaranteed by intermediate
holding companies, DTN, LLC; DTN Information Services, LLC; and
DTN Corporation as well as all operating subsidiaries of the
borrower.  The facilities will not be guaranteed by DTN Leasing,
Inc., a captive leasing company which owns all of the customer
equipment and which is funded by approximately $45 million of
intercompany advances, however lenders receive a pledge of DTN
Leasing, Inc.'s intercompany note.

Although the terms and conditions of the credit facility have not
been finalized, Moody's rating assumes that lenders are protected
by limitations on upstreamed cash payments, and by adequate
restrictions on debt incurrence, including debt incurred by
unrestricted subsidiaries.

Moody's analysis is based upon DTN Holding Company, LLC's most
recent audited financial statements for the period ending December
30, 2003.  Moody's ratings are conditioned upon a review of
audited financial statements for the period ending December 30,
2004, reflecting results which substantially conform to the
unaudited financial information provided by management, and which
permits an assessment of the borrower on a standalone basis.

Ratings could be downgraded if Data Transmission is unable to
replace its subscriber churn with new customers or fails to
continue upgrading existing subscribers to its higher priced
subscription offerings.  Ratings lift could result over time as
free cash flow generation permits organic deleveraging, unimpeded
by sponsor dividends, stock buy-backs, acquisitions or other
unexpected uses of cash.  In this respect, management has
emphasized the priority, which it places on debt reduction.

Headquartered in Omaha, Nebraska, Data Transmission Network
Corporation is a leading provider of real-time information to
agriculture, refined fuels, commodities trading and weather
impacted businesses.  The company recorded 2003 sales of $141
million.


ENRON CORP: Wants Court to Approve Benefit Plans Settlement Pact
----------------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code, 12
parties seek the U.S. Bankruptcy Court for the Southern District
of New York's authority to enter into a settlement agreement
relating to certain benefit plan claims:

    (a) Enron Corp. as reorganized Debtor and as successor to
        Portland General Corp.;

    (b) Portland General Holdings, Inc., as debtor and debtor in
        possession;

    (c) Portland General Electric Company;

    (d) the Official Committee of Unsecured Creditors in the
        Debtors' Chapter 11 cases; and

    (e) the Settling Participants:

           -- Alvin Alexanderson,
           -- Grieg Anderson,
           -- Leonard Girard,
           -- Don Kielblock,
           -- Richard Reiten,
           -- Peter O'Neil,
           -- Peter Brix, and
           -- Jerry Hudson.

                           Benefit Plans

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that certain employees and directors of PGC, PGH, or PGE
have asserted rights to receive deferred compensation,
supplemental retirement and other benefits under one or more
benefit plans.  The Benefit Plans include:

    * Portland General Holdings, Inc. Management Deferred
      Compensation Plan;

    * Portland General Holdings, Inc. Supplemental Executive
      Retirement Plan -- SERP;

    * Portland General Holdings, Inc Senior Officer' Life
      Insurance Benefit Plan;

    * Portland General Holdings, Inc. Retirement Plan for Outside
      Directors -- ODRP;

    * Portland General Holdings, Inc. Outside Directors' Deferred
      Compensation Plan; and

    * Portland General Holdings, Inc Outside Directors' Life
      Insurance Benefit Plan.

Certain assets with respect to the Benefit Plans -- the Trust
Assets -- are held in two umbrella "rabbi" trusts, and separate
sub-trusts which were established under each of the umbrella
trusts for each plan and for each participating corporate entity.

The participants under the Benefit Plans include the Settling
Participants and other former or current employees who are not
parties to the Settlement Agreement -- the Non-Signatory
Participants.  Many of the Participants have been employed by, or
have served as outside directors of PGC, PGH or PGE.

Pursuant to the terms of the Benefit Plans, a Participant's
accrual of Benefits corresponded to:

    -- the employer that actually employed the Participant and
       reported him as being on its payroll at the time; or

    -- the Board of Directors of the entity on which the
       Participant served.

Accordingly, at the time the Participant is eligible to receive
Benefits under the Benefit Plans, the Benefits are to be paid
from that portion of the Trusts that corresponds to the
Participant's employer or the entity of his Board of Directors
membership at the time of the accrual of the Benefits.

Each of the Participants have timely filed claims in the Debtors'
Chapter 11 cases asserting claims under the Benefit Plans against
Enron and PGH.

                              Disputes

In early 2002, disputes arose between the Participants, and
Enron, PGH and PGE, with respect to claims under the Benefit
Plans and their proper distribution.  The Participants alleged
that all distributions must be made to them from that portion of
the Trusts corresponding to PGE, a non-debtor.

Prior to the merger of PGC and Enron in 1997, PGC, PGH and PGE
adopted the Benefit Plans for the benefit of certain members of
senior management and outside directors.  In addition, the Trusts
were established to hold assets intended to be used to provide
Benefits -- one for senior management and one for the outside
directors.

Prior to the Merger, PGC, as the parent company, was the
corporate "sponsor" of the Benefit Plans, and each of PGC, PGH
and PGE were considered "Participating Employers."  In 1997,
incident to the Merger, PGC transferred its sponsorship of the
Benefit Plans to PGH "for administrative reasons."  Also, at the
time of the Merger, certain asset and liability transfers between
PGC and PGH allegedly occurred, which the Participants contend
resulted in PGH, not PGC, being liable for payment of benefits
from the PGC sub-trusts.

Specifically, the Participants have asserted that, in addition to
PGC's administrative sponsorship, the Trust Assets and
corresponding liabilities attributable to PGC were also
transferred to PGH, so that PGH is the owner of the PGC-related
assets and is responsible for PGC's Benefit Plan-related
liabilities.  The Participants have also asserted breach of
fiduciary duty claims related to the administration of the
Trusts.  Under various theories, the Participants contended that
certain significant intercompany claims asserted by Enron and
PGE against PGH should either be reclassified or subordinated.

Enron, PGH, PGE and the Creditors' Committee dispute each of the
Participants' contentions, and assert that the assets held in the
PGC sub-trusts became assets of Enron and that the intercompany
claims against PGH are valid and enforceable, and rank pari passu
with claims for Benefits from PGH.

However, if the Participants were to prevail in their assertions,
PGH creditors would include Participants with Benefits due on
account of employment with or service as a director to PGC and
would be entitled to receive satisfaction of their claims through
PGH.

In addition to their arguments regarding corporate sponsorship
for the Benefit Plans, the Participants also asserted that PGC,
PGH and PGE were joint employers, sharing liability to their
employees.  Enron, PGH, PGE and the Creditors' Committee dispute
the Participants' joint employer theories of liability and
consider those theories untested at law.  However, if the
Participants prevailed, the consequence of joint employer status
would be that PGE (a solvent non-debtor entity) would be liable
for payment of the benefits owed to the PGC and PGH Participants.

                        Settlement Agreement

For over two years, the Parties participated in an arm's-length
negotiation process.  The process resulted in the creation of a
term sheet regarding a potential settlement among the Parties.
On June 17, 2004, each of the Settling Participants was provided
with a copy of the Term Sheet and given the opportunity to review
it.  Subsequently, each Settling Participant executed an
authorization authorizing certain spokespersons to act as their
exclusive representative in connection with the negotiation of
the Settlement Agreement.  The Settling Participants agreed to be
bound by the terms and conditions in the Settlement Agreement
provided that the terms did not materially differ or modify any
term or condition of the Term Sheet.

Mr. Rosen notes that the Settlement Agreement is subject to the
approval of the board of directors of Enron, PGE and PGH.  The
Parties will execute the Settlement Agreement upon the Boards'
and the Bankruptcy Court's approval of the Settlement Agreement.

The Settlement Agreement provides for, inter alia, the
distribution of benefits to the Settling Participants, and the
establishment of new benefit plans for those benefits that are
not to be distributed immediately upon the Court's approval of
the Settlement.

The Settlement Agreement sets forth these salient provisions:

A. Distributions to Settling Participants

    Each Settling Participant will be eligible to receive a
    distribution calculated as a percentage of his total claim,
    which will have these components:

       1. an amount payable in cash in a lump sum, in lieu of any
          past amounts due to the Settling Participant under the
          Benefit Plans that have not been paid through March 31,
          2004 -- the Pending Distributions;

       2. either (i) an amount to be paid in cash in a lump sum,
          or (ii) an amount representing the liability for future
          benefits to be transferred to one or more trusts
          currently maintained, or to be created and maintained,
          by PGE, depending on the total Distribution Amount
          payable to the Settling Participant and also depending
          on whether the portion of the Distribution Amount is
          allocable to the Settling Participant as a deferred
          compensation benefit or a supplemental retirement
          benefit, in lieu of any amounts due under the Benefit
          Plans on and after April 1, 2004; and

       3. a pro-rated portion of the Earned Amount.

    The Earned Amount allocable to each Participant will be
    calculated as a pro-rated portion of any amounts earned on the
    Trust Assets as interest, other increases in the value of the
    Trust Assets as a result of investment performance and other
    earnings on the Trust Assets between April 1, 2004, and the
    date on which the first Distribution Amounts are paid or
    transferred -- the Distribution Date -- which amounts will:

       -- be reduced by the Administrative Fees;
       -- not be reduced by the Excluded Costs; and
       -- in no event be less than zero.

    The Earned Amount will be apportioned among Enron, PGE and the
    Participants pro rata, based on the Distribution Amounts
    calculated in accordance with the Settlement Agreement and the
    Enron/PGE Allocated Portion (the Trust Assets minus the
    aggregate Distribution Amounts).

    If the combined amount payable to any Settling Participant is
    $500,000 or less, the payment will be made to the Participant
    in cash, in a lump sum.  If the combined amount is greater
    than $500,000, the liability for the full amount due in lieu
    of any amounts due under the Benefit Plans on and after
    April 1, 2004, for any Settling Participant will be payable in
    accordance with one or more comparable benefit plans that will
    be maintained by PGE -- the PGE Rollover Plans.

    PGH, PGE and Enron agreed that $8,398,3877 will be transferred
    from PGH in satisfaction of its obligations under the PGE
    Rollover Plans.

    Any amount payable to a Settling Participant with respect to
    Benefits allegedly accrued under the SERP or ODRP, that would
    have been paid to a Settling Participant between April 1,
    2004, and the date payments in accordance with the PGE
    Rollover Plans will commence, will be paid in cash in a lump
    sum.

    PGE will adopt the PGE Rollover Plans, or otherwise ensure
    that the PGE Rollover Plans are established and maintained,
    as soon as reasonably practicable after the Court's approval
    of the Settlement Agreement, but in no event later than the
    Distribution Date.

    Any portion of a Settling Participant's Distribution Amount
    which is not otherwise payable in a lump sum in accordance
    with the Settlement Agreement will be payable in accordance
    with the PGE Rollover Plans, and the payments will be in the
    form and in accordance with the timing set forth on the
    benefit elections applicable to the Participant, as recorded
    as of June 27, 2003, without regard to any prior requests for
    early or emergency withdrawals pending on the date the
    Settlement Agreement becomes effective, which will be deemed
    by the Settlement Agreement to have been withdrawn.

B. Payment and Distribution Process

    On the Distribution Date:

       1. all Pending Distributions will be paid;

       2. the amounts payable in cash to Settling Participants
          whose combined Pending Distribution and payment in lieu
          of any amounts due under the Benefit Plans on and after
          April 1, 2004, is $500,000 or less will be paid;

       3. the PGE Rollover Plans will become effective;

       4. the SERP- or ODRP-related payments that are payable
          between April 1, 2004, and the Distribution Date will be
          paid;

       5. the liabilities will be transferred to the PGE Rollover
          Plans; and

       6. PGH will transfer $8,398,387 in satisfaction of its
          obligations under the PGE Rollover Plan.

    The PGE Rollover Plans will commence making payments within 10
    days after the Distribution Date or as soon as otherwise is
    reasonably practicable after the Distribution Date in
    accordance with its terms.

    The pro-rated portion of the Earned Amount payable to each
    Settling Participant will be paid within 60 days after the
    Distribution Date.

    Subject to the Court's approval of the Settlement Agreement,
    Wachovia will make distributions directly to the Settling
    Participants or as directed by PGH and Enron with respect to
    any transfers to a PGE Trust, or will facilitate other
    transfer as PGE and PGH may reasonably agree in accordance
    with the Settlement Agreement.

C. Execution of General Releases

    As a condition of receiving any payments or distributions in
    the Settlement Agreement, each Settling Participant will
    execute a General Release and Covenant Not to Sue, that will
    forever bar them from asserting any claims against the
    Released Entities, the Released Plans, the Released Trustees,
    M Benefit, Wachovia and the Authorized Spokespersons.

    The Release also obligates each Settling Participant to make
    himself available to assist any of the Released Entities and
    their representatives with the sale of PGE and the prosecution
    and defense of any legal proceedings involving matters of
    which the Settling Participant may have relevant knowledge.

    Pursuant to the Release, no payments or distributions will be
    made, and the Settling Participant agrees to repay any amounts
    paid or distributed, in the event he or she has or is
    subsequently determined to have engaged in wrongful conduct or
    to have breached the Release in any way.

D. Non-Signatory Participants

    The Distribution Amounts that would be allocable under the
    Settlement Agreement to Non-Signatory Participants, had those
    persons been Settling Participants, will be maintained by PGH
    in a segregated account to solely benefit the:

       -- Non-Signatory Participants,
       -- Enron, and
       -- PGE,

    pending resolution of all claims asserted by the Non-Signatory
    Participants, ENE and PGE against PGH.

E. Enron Assets

    The Enron/PGE Allocated Portion and all Assets of PGH
    remaining after the distributions required by the Settlement
    Agreement will be deemed to be assets of Enron, and the
    interests therein will be transferred or assigned, as
    applicable, by Enron to or for the benefit of PGE, and in the
    amount, as may be agreed to by Enron and PGE.  Any amounts
    that PGH and PGE may agree are equivalent to the cost to PGE
    for the continued payment and administration of the Settling
    Participants' Distribution Amount that are not otherwise
    payable in a lump sum, may, at the election of PGH and with
    the consent of PGE, be distributed to PGE in a manner as PGH
    will determine.

F. Indemnity

    PGH and, to the extent the indemnity provided by PGH is
    insufficient, Enron, will indemnify and hold harmless PGE,
    from all claims, demands and causes of action that may be
    asserted by any Non-Signatory Participant with respect to the
    Benefit Plans.  The indemnity will cover all legal fees and
    expenses as and when incurred by PGE in defense of the claims,
    demands and causes of action, and the full amount of any
    resulting liability, subject to exceptions regarding notice,
    procedures to be followed and enforceability and any other
    reasonable exceptions.

G. Miscellaneous

    All pending motions filed against any Released Entities,
    Released Plans or Released Trusts by or on behalf of any
    Settling Participant will, upon the Court's approval of the
    Settlement Agreement, be deemed withdrawn, except any motions
    filed with respect to the case captioned Tittle, et al. v.
    Enron Corp., et al., No. H-01-3913 (S. D. Tex).

    Upon the Court's approval, PGH and Portland Transition
    Company, Inc., will file a motion to dismiss their Chapter 11
    bankruptcy cases, No. 03-14231(AJG) and 03-14232 (AJG).
    Within 30 days of the Court's approval of the Settlement
    Agreement becoming a final, non-appealable order, the Parties
    will consummate the Settlement Agreement.

    In the event that the approval is not entered by June 30,
    2005, or is reversed or vacated prior to consummation of the
    Settlement Agreement, the Settlement Agreement will be of no
    further force or effect, and will be null and void and without
    prejudice to any of the Parties.

A full-text copy of the Settlement Agreement is available for
free at:

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

Mr. Rosen says that the Settlement Agreement resolves all issues
related to the disputes under the Benefit Plans without
litigation.  "If these disputes are not resolved through the
Settlement Agreement, protracted and costly litigation is likely
that could result in significant additional expense for [Enron]
and PGH.  Any such litigation is further likely to involve PGE as
a defendant at time when its sale is pending."

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations. Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033). Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed. The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts. (Enron Bankruptcy News, Issue No.
137; Bankruptcy Creditors' Service, Inc., 15/945-7000)


FC CBO: S&P Pares Rating on $40.11M Class B Notes to CCC- from CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A notes issued by FC CBO III Ltd., an arbitrage high-yield CBO
transaction, and removed it from CreditWatch positive, where it
was placed Jan. 12, 2005.  Concurrently, the rating on the class B
notes is lowered.

FC CBO III has continued to pay down the class A notes, and the
current outstanding balance of the class A notes is
$79.92 million, which is approximately 28% of the original
issuance.  As a result, the class A par value test improved to
160.21%, compared to the minimum requirement of 117.30% (based on
the trustee report as of Feb. 9, 2005).  The increase in credit
support afforded by the paydown is the primary reason for the
upgrade to the class A notes.

However, the class B par value test is still failing at 106.67%,
compared to the minimum requirement of 109.70%, and is virtually
unchanged from the class B par value ratio at the time of the last
rating action in August 2004.  In addition, the class B
liabilities are currently over-hedged, resulting in a significant
payout of the available interest cash on each payment date to the
swap counterparty.

Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings remain consistent with the
credit quality of the underlying portfolio and the credit
enhancement available to support the rated notes.
      
      Rating Raised and Removed from CreditWatch Positive
                        FC CBO III Ltd.

                  Rating                 Balance (mil. $)
       Class   To        From            Orig.    Current
       -----   --        ----            ------- --------
       A       AA        AA-/Watch Pos   289.50   79.921
    
                        Rating Lowered
                        FC CBO III Ltd.

                  Rating                 Balance (mil. $)
       Class   To        From            Orig.    Current
       -----   --        ----            ------- --------
       B       CCC-      CCC             37.75    40.11
   
Transaction Information

Issuer:             FC CBO III Ltd.
Co-issuer:          FC CBO III Corp.
Manager:            Prudential Investment Management
Underwriter:        Goldman Sachs & Co.
Trustee:            Bank of New York
Transaction type:   High-yield arbitrage CBO
   
    Tranche               Initial     Last          Current
    Information           Report      Action        Action
    -----------           -------     ------        -------
    Date (MM/YYYY)        11/1999     8/2004        2/2005

    A note rating         AAA         AA-           AA
    B note rating         A-          CCC           CCC-
    Cl. A OC ratio        137.75%     144.16%       160.21%
    Cl. A OC ratio min.   117.30%     117.30%       117.30%
    Cl. B OC ratio        121.87%     106.74%       106.67%
    Cl. B OC ratio min.   109.70%     109.70%       109.70%
    A note bal.           $289.50mm   $112.40mm     $79.92mm
    B note bal.           $37.75mm    $39.41mm      $40.11mm
   
      Portfolio Benchmarks                         Current
      --------------------                         -------
      S&P Wtd. Avg. Rtg. (excl. defaulted)         BB-
      S&P Default Measure (excl. defaulted)        3.26%
      S&P Variability Measure (excl. defaulted)    2.59%
      S&P Correlation Measure (excl. defaulted)    1.07
      Oblig. Rtd. 'BBB-' and above                 9.37%
      Oblig. Rtd. 'BB-' and above                  51.53%
      Oblig. Rtd. 'B+' and above                   65.12%
      Oblig. Rtd. 'B' and above                    75.60%
      Oblig. Rtd. 'B-' and above                   79.44%
      Oblig. Rtd. in 'CCC' range                   4.76%
      Oblig. Rtd. 'SD' or 'D'                      15.80%
   
      S&P Rated     Last                    Current
      OC (ROC)      Rating Action           Rating Action
      ---------     -------------           -------------
      Class A       108.90% (AA-)           108.98% (AA)
      Class B       99.39% (CCC)            93.55% (CCC-)
   
For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization (ROC) Statistic, please see "ROC
Report February 2005," published on RatingsDirect, Standard &
Poor's Web-based credit analysis system, and on the Standard &
Poor's Web site at http://www.standardandpoors.com/ Go to "Credit  
Ratings," under "Browse by Business Line" choose "Structured
Finance," and under Commentary & News click on "More" and scroll
down to the desired articles.


FINANCIAL CONTINUUM: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Financial Continuum, LLC
             One Valmont Plaza 4th Floor
             Omaha, Nebraska 68154

Bankruptcy Case No.: 05-80531

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                      Case No.
      ------                                      --------
      National Network of Estate Planning         05-80556
         Attorneys, Inc.
      Pencor, LLC                                 05-80558
      Esperti Peterson Institute, LLC             05-80559

Type of Business: The Debtor is engaged in estate planning.
                  See http://www.nnepa.com/

Chapter 11 Petition Date: February 16, 2005

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Robert V. Ginn, Esq.
                  Brashear & Ginn
                  711 North 108th Court
                  Omaha, NE 68154
                  Tel: 402-348-1000
                  Fax: 402-348-1111

                               Estimated Assets   Estimated Debts
                               ----------------   ---------------
Financial Continuum, LLC    $100,000 - $500,000     $1 M to $10 M
National Network of Estate  $100,000 - $500,000  $500,000 to $1 M
Planning Attorneys, Inc.
Pencor, LLC                       $0 to $50,000     $1 M to $10 M
Esperti Peterson Institute        $0 to $50,000     $1 M to $10 M
LLC

A. Financial Continuum, LLC's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Blackwell Sanders Peper Martin             $191,161
2300 Main Street
Kansas City, MO 64141

CB Richard Ellis/MEGA Corp.                 $136,941
14301 FNB Parkway, Ste. 100
Omaha, NE 68154

Lieben Whitted Houghton PC                  $12,733

Lutz & Co. PC                               $10,892

James F. Summers                             $4,050

Kinkos                                       $2,113

ABS                                          $2,017

Alternative Business Systems                 $1,387

Payless Office Supply                        $1,294

T. Rowe Price Retirement                       $975

One Page Planning Company                      $918

DHL Express                                    $802

CDW Direct, LLC                                $758

Imagetec LP                                    $566

United States Trademark Protection             $395
Agency

GE Capital                                     $340

CT Corporation System                          $229

Aspan Publishers, Inc.                         $173

Deluxe Business Forms and Supplies             $119

JavaWave                                        $60

B. National Network of Estate's 21 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Hyatt Regency Orlando                      $149,649
International Airport
9300 Airport Boulevard
Orlando, FL 32827

Genesis Systems                            $122,538
5712 South 77th Street
Omaha, NE 68127

Westin Waltham-Boston                      $117,869
70 Third Avenue
Waltham, MA 02451

Rio All Suite Casino Resort                $116,744

Hyatt Regency Crown Center                  $54,632

Allen & Associates                          $48,387

FrontRage Solutions                         $43,378

Renaissance Denver Hotel                    $42,881

Randall Law Offices, PC                     $36,689

MGM Grand Hotel                             $29,562

PFI                                         $17,630

Advance Planning Solutions                  $16,000

PlanitOmaha, Inc.                           $14,900

Focus Receivables Management                $11,879

Thompson Palmer & Associates                $10,555

Thompson, Palmer & Associates                $4,700

Academy of MutliDisciplinary                 $5,933

CPMI-CRE                                     $5,694

Alliance of Professional Assoc.              $5,107

Roger McClure                                $4,700

Lifespan, LLC                                $4,655

C. Pencor, LLC's 2 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Lincoln-Carlyle Illinois Center LLC         $47,120
6401 Paysphere Circle
Chicago, IL 60674

Iron Mountain                                  $160
4175 Chandler Drive
Hanover Park, IL 60103

D. Esperti Peterson Institute's 7 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Bodega Bay Lodge and Spa                    $10,038
Attn: Accounts Receivable
103 Coast Highway 1
Bodega Bay, CA 94923

Wyndham Westshore                            $8,387
4860 West Kennedy Blvd.
Tampa, FL 33609

Dicobe Tapes Inc.                            $1,125
1020 Lincoln Road
Bellevue, NE 68005

Candlewood Suites                            $1,124
3545 Forest Road
Lansing, MI 48910

Imarketing Corporation                       $1,000

The Collaborative                              $699

Academy of MultiDisciplinary                    $40


FLEXTRONICS: Hosting Fourth Quarter Earnings Webcast on April 28
----------------------------------------------------------------
Flextronics (Nasdaq: FLEX) will report fourth quarter and fiscal
year 2005 results on Thursday, April 28.

The conference call, hosted by Flextronics' senior management,
will be held at 1:30 p.m. PDT to discuss the financial results of
the Company and its future outlook.  This call will be broadcast
via the Internet and may be accessed by logging on to the
Company's Web site at http://www.flextronics.com/A replay of the  
broadcast will remain available on the Company's Web site after
the call.

                        About the Company  

Headquartered in Singapore (Singapore Reg. No. 199002645H),  
Flextronics -- http://flextronics.com/--is the leading    
Electronics Manufacturing Services (EMS) provider focused on  
delivering innovative design and manufacturing services to  
technology companies. With fiscal year 2004 revenues of USD$14.5  
billion, Flextronics is a major global operating company that  
helps customers design, build, ship, and service electronics  
products through a network of facilities in 32 countries on five  
continents. This global presence provides customers with complete  
design, engineering, and manufacturing resources that are  
vertically integrated with component capabilities to optimize  
their operations by lowering their costs and reducing their time  
to market.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,  
Moody's Investors Service assigned a Ba2 rating to Flextronics  
International Ltd.'s new $500 million 6.25% senior subordinated  
notes, due 2014.  At the same time, the company was assigned a  
liquidity rating of SGL-1, reflecting Flextronics' significant  
on-hand liquidity, unfettered access to the sizeable $1.1 billion  
revolver and the expectation for generating moderately positive  
free cash flow (pre-Nortel payments) over the next twelve months.


FLYI INC: 2004 Annual Net Loss Widens to $192 Million from 2003
---------------------------------------------------------------
FLYi, Inc. (Nasdaq: FLYI), parent of low-fare airline Independence
Air, reported a preliminary annual net loss of $192.2 million for
2004, compared to 2003 net income of $82.8 million in accordance
with Generally Accepted Accounting Principles.  In accordance with
GAAP, the revenues and expenses directly attributable to the Delta
Connection operation have been removed from operating income and
reclassified as discontinued operations on the Statement of
Operations.  The company is in the process of analyzing the
recoverability of its long-lived assets as required by FASB 144
including the impact of the recently completed restructuring of
its aircraft financing.  Such analysis may result in the
recordation of a non-cash impairment charge which would further
increase the net loss for 2004 when the company files its annual
report on form 10K.

The company's GAAP net income for 2004 and 2003 also included:

   * In 2004:

      -- J-41 turboprop early retirement charges recorded to
         reflect the removal from service of the remaining J-41s
         concurrent with the cessation of flying for United;

      -- Maintenance expense credits resulting from the
         termination of the company's previous CRJ engine power by
         the hour agreement;


      -- Losses on the sale of four CRJ aircraft sold to improve
         liquidity;

      -- The write-off of goodwill remaining from the original
         formation of the company;


      -- Costs incurred in 2004 by the company related to the
         recently completed restructuring of its aircraft
         financing;

   * In 2003:


      -- Credits from the reversal of the J-41 turboprop early
         retirement charges recorded in prior years net of early
         retirement charges for aircraft removed from service in
         the fourth quarter of 2003;

      -- Costs related to the company's defense of a hostile
         takeover bid;


      -- A reduction in a reserve taken in 2001 to correct
         deficiencies of the company's 401(k) plan; and


      -- Government compensation relating to the events of
         September 11, 2001.

Excluding these charges and credits and the discontinued Delta
Connection operation, the company would have reported a net loss
of $158.7 million compared to net income of $54.3 million for
2003.  

For the fourth quarter 2004, the company reported a preliminary
net loss of $86.0 million, compared to net income of $13.7 million
in 2003.  The results for the fourth quarters of 2004 and 2003
include the following charges and credits not related to normal
operations:

   * In 2004:

      -- Losses on the sale of four CRJ aircraft sold to improve             
         liquidity;


      -- The write-off of goodwill remaining from the original       
         formation of the company;


      -- Costs related to the company's restructuring of its
         aircraft financing;

   * In 2003:

      -- A reduction of the estimated effective tax rate for 2003
         from 41% to 38.8%;

      -- Early retirement costs related to three J-41 turboprops;

      -- Costs related to the company's defense of a hostile
         takeover bid; and

      -- A reduction in a reserve taken in 2001 to correct
         deficiencies of the company's 401(k) plan.

Excluding these charges and credits and the discontinued Delta
Connection operation, the net loss would have been $66.0 million,
compared to net income of $15.8 million for the fourth quarter of
2003.

Independence Air currently offers service to a total of 40
destinations.  Flights to Las Vegas begin on March 1st, and
service to five West Coast destinations will start in April and
May (4/14: San Diego, 5/1: San Francisco, Los Angeles, Seattle and
San Jose). The Independence Air hub at Washington Dulles is the
largest low-fare hub in America in terms of total departures.  For
more information about FLYi, Inc. and Independence Air, visit
http://www.FLYi.com/

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2005,
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.


GERDAU AMERISTEEL: S&P Alters Outlook on Low-B Ratings to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Gerdau
Ameristeel Corp. to positive from stable.  At the same time,
Standard & Poor's affirmed its 'BB-' corporate credit rating on
the company.

In addition, Standard & Poor's raised its senior unsecured debt
rating on the company to 'BB-' from 'B+', and its rating on its
$350 million senior secured revolving credit facility due 2008, to
'BB+' from 'BB' and assigned a '1' recovery rating.  The bank loan
rating is rated two notches higher than the corporate credit
rating; this and the '1' recovery rating indicate a high
expectation of full recovery of principal in the event of a
payment default.  Total debt for the Tampa, Florida-based company
was about $575 million (including capitalized operating leases) at
Dec. 31, 2004.

"The outlook revision reflects the expectation that favorable
steel industry conditions will continue into 2006, enabling the
company to continue its growth strategy and increased efficiency
spending while maintaining a more moderate financial profile,"
said Standard & Poor's credit analyst Paul Vastola.

The rating upgrade on the revolving credit facility to two notches
above the corporate credit rating and the '1' recovery rating
reflect the improved recovery prospects of the facility, given the
growth in the company's secured assets relative to its priority
debt obligations.  The rating on the company's senior unsecured
notes was raised one notch, reflecting the notes' improved
position within the capital structure due to a reduction in
priority liabilities as well as the growth of the company's asset
base.

The ratings reflect the company's fair business position in the
highly cyclical and intensely competitive commodity steel
products, need for cost improvement at some of its mills, and its
aggressive growth strategy.  These factors are partly offset by a
somewhat broad product mix, numerous manufacturing facilities
providing geographic diversification, and the implicit support of
67% owner Gerdau S.A.

Gerdau Ameristeel is the second-largest minimill steel producer in
North America with total annual manufacturing capacity of
8.4 million tons of mill finished steel product.


GOLDEN OAK DEVELOPERS: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Golden Oak Developers, LLC
             4 Cote Avenue, Unit 3
             Goffstown, New Hampshire 03045

Bankruptcy Case No.: 05-10549

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Indian Falls, LLC                          05-10552

Type of Business: The Debtor owns a real estate.

Chapter 11 Petition Date: February 18, 2005

Court: District of New Hampshire (Manchester)

Judge: Mark W. Vaughn

Debtors' Counsel: Eleanor W. Dahar, Esq.
                  Victor W. Dahar, Sr., Esq.
                  Victor W. Dahar, P.A.
                  20 Merrimack Street
                  Manchester, NH 03101
                  Tel: 603-622-6595

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Golden Oak Developers, LLC   $100,000-$500,000     $1 M to $10 M
Indian Falls, LLC                $1 M to $10 M     $1 M to $10 M

A. Golden Oak Developers, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Southern NH Bank              Road Construction       $2,000,000
Attn: J. Michael Perrelli
1750 Elm Street
Manchester, NH 03104

Mark LeBlanc                                            $400,000
26 Indian Falls Road
New Boston, NH 03070

Stone House Condominiums,                               $310,068
LLC
670 North Commercial Street
Suite 303
Manchester, NH 03101

Lake View Condominiums, LLC                             $310,068
670 North Commerical Street
Suite 303
Manchester, NH 03101

Southern NH Bank              Road Bond                 $200,000

GV Moore Lumber Co., Inc.                                $87,678

Citizens Bank                                            $28,472

Water Pro, LLC                                           $15,721

TF Moran, Inc.                                           $13,078

Continental Paving                                       $11,914

Manchester Redimix Concrete                              $10,527

CED                                                      $10,250

Tom's Excavation                                         $10,000

Goedecke                                                  $8,668

DH Cramb Electric, LLC                                    $7,494

Samson Duclair HVAC, Inc.                                 $7,060

Granite State Concrete Co.                                $6,013
Inc.

Home Care Finish Carpentry                                $4,020

Hallee Electric, LLC                                      $4,000

Dwight Lovejoy, Electrician                               $3,651

B. Indian Falls, LLC's 4 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Southern NH Bank              Road Construction       $2,000,000
1750 Elm Street
Manchester, NH 03104

Stone House Condominiums                                $620,136
670 North Commercial Street
Suite 303
Manchester, NH 03101

Mark LeBlanc                                            $400,000
26 Indian Falls Road
New Boston, NH 03070

Southern NH Bank              Road Bond                 $200,000


GRUPO TMM: Posts $13.1 Million Net Loss in Fourth Quarter
---------------------------------------------------------
Grupo TMM, S.A. (NYSE:TMM) (BMV:TMM A), a Mexican multi-modal
transportation and logistics Company, reported revenues from
operations of $67.8 million for the fourth quarter of 2004
compared to $59.0 million for the same period of 2003.  Improved
revenues were reported at Specialized Maritime, Ports and
Logistics operations.  Fourth-quarter 2004 operating income
increased from $0.3 million in 2003 to $0.7 million in 2004.  
Net loss in the fourth quarter after discontinuing operations was
$13.1 million in 2004, compared to a net loss in 2003 of $66.3
million.  Fourth-quarter 2004 selling, general and administrative
(SG&A) costs, including restructuring charges, decreased $0.3
million, or 3.6 percent, compared to the same period of last year
and reflected cost savings associated with the completion of the
Company's debt restructuring.

For the 12 months of 2004, revenues from operations were $251.0
million compared to $226.9 million for the same period of 2003.
Improved revenues were reported at all Grupo TMM divisions.
Operating income in the period improved $6.4 million, from an
operating loss of $2.3 million in 2003 to operating income of $4.1
million in 2004. Net results after discontinuing operations for
the 2004 full year improved $63.3 million from the year-earlier
period. SG&A costs, including restructuring charges, for the full
year of 2004 decreased $7.6 million, or 23.2 percent, over the
prior-year period mainly due to employee overhead reductions.

            TFM Fourth-Quarter and Year-End Results
                        (Without Tex Mex)

Fourth-quarter revenues increased $13.5 million, or 8.4 percent,
from $160.0 million in 2003 to $173.5 million in 2004, primarily
impacted by revenue expansions in all business categories with the
exception of intermodal.  Auto revenues in the fourth quarter
improved primarily due to the expansion of intra-Mexican movement
caused by truck-to-rail conversion. For the full year, revenues
improved 3.7 percent, or $24.0 million. Operating profit during
the 2004 fourth quarter increased $2.0 million as compared to last
year, impacted primarily by $9.7 million in additional fuel costs
(a 52.0 percent increase).

               Grupo TMM Non-Railroad Asset Performance

Specialized Maritime provides international and coastal maritime
transportation services for liquid cargoes, harbor towing, and
logistical support to the oil production and exploration sectors.
During the fourth quarter, revenue in the division increased 1.5
percent, and operating profit increased 13.8 percent compared to
the previous period of last year. On an annualized basis, revenues
increased 10.1 percent, and operating profit increased 80.6
percent. These divisional results were influenced by supply ships,
which serve ever-expanding Mexican oil exploration, and
experienced revenue growth in the quarter of 10.2 percent and
full-year revenue growth of 23.6 percent. Gross profit for this
division increased 19.7 percent in the fourth quarter as contracts
continued to grow. Additionally, parcel tankers revenue improved
23 percent year over year, and gross profit improved 46 percent
quarter over quarter and 25.5 percent year over year, due to
better chemical cargo mix and higher tariffs. Product tankers,
which represent tanker opportunities to haul clean petroleum
products, experienced improved revenue of 20.6 percent quarter
over quarter and 12.9 percent year over year. All contracts for
2004 were renewed at higher rates, and gross profits continued to
increase in spite of some off-hire time between the renewals of
these contracts. In the tugboat segment, gross profit increased
10.6 percent in 2004 compared to last year.

In the Ports and Terminals division revenues improved 42.1 percent
quarter over quarter and 24.0 percent year over year. For the full
year, Acapulco booked 109 cruise ship calls, 55 of which occurred
in the fourth quarter. The port has 155 cruise ship calls already
scheduled for 2005. Revenues in the cruise ship segment increased
79.4 percent quarter over quarter and 23.9 percent year over year.
Additionally, in 2004, the division handled approximately 68
percent more automobile exports for Volkswagen, Chrysler and
Nissan to South America and Asia than in 2003, increasing revenues
by 45.5 percent. In the fourth quarter of 2004, car-handling
revenues increased 80.4 percent compared to the same quarter of
last year.

In the Logistics division, revenues increased substantially during
the fourth quarter, improving 27.7 percent due primarily to start-
up services related to the movement of Ford vehicles within
Mexico. Significant start-up costs were incurred in the quarter,
but should come in line with expectations during the first and
second quarters of 2005. The Ford contract represents the first of
many anticipated "total supply chain outsourced conversions" for
TMM Logistics.

                Management Assessment of TFM Sale

Javier Segovia, president of Grupo TMM, described elements of the
Company's Strategic Program for Enhancing and Accelerating Value
for 2005. Focusing on the first step of that plan, the sale of
Grupo TFM to Kansas City Southern, Mr. Segovia stated, "We
accomplished several important steps in the fourth quarter of 2004
and the first month of 2005, and I believe we have much to be
proud of. As of today, the sale of TFM to KCS is worth
approximately $707 million, which includes $200 million in cash,
$47 million in a five percent promissory note that will be paid to
TMM in June 2007, 18 million shares of KCS common stock now valued
at over $350 million, and an additional $110 million in cash and
stock upon completion of a settlement involving the VAT and Put
lawsuits. Through this sale, TMM will be the largest individual
shareholder of KCS. KCS shareholders are expected to approve the
purchase in late March. Although we do not anticipate nor desire
at this time to sell any portion of our KCS stock, stock sales
could occur through registrations, which would be enacted by KCS
upon the request of TMM.

"By monetizing our ownership interest in TFM through the sale to
KCS," Segovia continued, "TMM's balance sheet will improve
dramatically, we will have much greater flexibility than we have
had in the last several years to focus on opportunities to enhance
TMM's operations, and we will free the Company from litigation,
allowing management to focus all of its efforts on value
enhancement for stakeholders. With debt at a predictable level
because of our recent bond refinancing, the proceeds of the asset
sale will provide the Company with not only real debt reduction,
but with access to working and growth capital, as well as
alternative methods for acquiring additional capital to purchase
operating entities, enhance cash flow, or to grow existing TMM
businesses.

"As you can see from the news released earlier this week, we are
awaiting the Mexican Federal government's compliance with the
decisions of the court system, and we expect that a VAT-Put
settlement will take place in the near term. Once a settlement is
completed and announced, TMM will receive a payment from KCS of
$35 million in cash, an additional payment of $35 million in
stock, and the remaining $40 million held as a tax contingency
note payable within five years. We do not anticipate any tax
liability issues, nor do we expect any transitional issues during
due diligence."

                     Improved Balance Sheet

As a result of the sale of TFM to KCS, the Company's equity value
will improve by $263 million, and its financial obligations will
be reduced by $160 million. Interest costs under the terms of its
remaining debt will be managed with cash flow from existing
operations and from new cash flows anticipated in 2005 from
expanded operations. The Company intends to grow its existing
operations with capital raised through the use of long-term
bankable contracts at Special Maritime and at Ports, which will
allow for the refinancing of existing assets, and which can, in
turn, immediately improve operating results. Segovia commented,
"Our current objective is to defend the potential accretive value
of the KCS shares and to grow existing businesses in order to
exceed interest coverage demands and operating profit
expectations."

          Existing and Accretive Opportunities for Growth

TMM announced that, following the sale of TFM to KCS, it will
continue to use railroad services through a contract with KCS.
These services, combined with existing Ports, Logistics and
Specialized Maritime operations, supply chain logistics solutions,
and the Company's information platforms, provide exceptional value
to customers within and to and from Mexico. Without expansion of
existing operations, 2005 EBITDA is expected to reach $22 million.
During the first and second quarters of 2005, the Company will
provide additional details on plans to improve performance and
enhance interest coverage.

Describing opportunities to expand operations, Mr. Segovia
commented, "During the past several months, we have researched
extensively the impact of long-term bankable contracts as
alternative methods for financing expansions of our operations.
For example, Specialized Maritime has developed a consistent and
reliable reputation, holding a 70 percent share of contractual
revenues with chemical commodities moved via parcel tankers
between Mexico and the United States. The division also holds
several options to purchase currently leased vessels at
competitive prices. Using future revenue streams from its
significant petrochemical customers, in 2005 the Company will seek
to finance the exercising of these options, thereby shifting
charter expenses to lower depreciation costs and boosting EBITDA
performance. By purchasing instead of leasing these vessels,
EBITDA in this division could increase by approximately $24
million.

"At Ports, the use of similar long-term bankable contracts will
provide for expanded operations at Tuxpan, which is exceptionally
well-positioned land for liquid transport, container ship
handling, and general cargo. The opportunity to compete with other
Gulf of Mexico ports by creating similar infrastructures as the
Company built in 1995 at Manzanillo is a very real possibility.
This expansion project could increase EBITDA by $26 million.
Additional details on all of these potential opportunities will be
provided during the first half of 2005."

                         Overall Vision

Jose F. Serrano, chairman and CEO of TMM, concluded, "The goals we
stated in early 2004 were to restructure our debt, finalize the
sale of TFM to Kansas City Southern and settle the VAT-Put issue.
We are proud that we have accomplished the first two of these
goals and are close to completing the third one. For 2005, a new
company is taking shape, one with a portfolio holding the largest
individual percentage of outstanding KCS shares, which continue to
appreciate, and a new balance sheet, with increased equity, lower
debt, and most importantly, with greater financial flexibility. We
see a company capable of managing its interest costs, growing its
operations in niches that are unique and profitable, and improving
its operating profits in excess of its financial obligations. As
all of these programs come together, our Company's value will
continue to increase for both our stockholders and bondholders."

               Tatus of Value Added Tax (Vat) Lawsuit and
                        Mexican Government Put

Vat Lawsuit

On November 24, 2004, the Federal Court of the First Circuit
stated that it had found merit to the claim made by the Company's
subsidiary, Grupo Transportacion Ferroviaria Mexicana, S.A. de
C.V. (TFM), regarding the form in which the Federal Treasury had
issued the Special VAT Certificate. On January 26, 2005, the
Mexican Fiscal Court issued a favorable bench decision upholding
TFM's claim for inflation and interest.

On February 18, 2005, TFM was served with the favorable written
decision of the Fiscal Court carrying out the mandate of the
Federal Court of the First Circuit dated November 24, 2004, which
recognized TFM's legal right to receive the original VAT refund
adjusted for inflation and interests since 1997. The Fiscal Court
ordered the federal tax authorities to make the VAT refund to TFM
through a single certificate issued in TFM's name, and to refund
through that certificate the original amount of the VAT refund
due, increased for inflation and interest since the date the tax
authorities should have made the refund in 1997, until the date
the refund is actually delivered to TFM. The Fiscal Court also
vacated its prior decisions in this matter. Under the terms of the
law, the government has 120 days to deliver the certificate, or
could settle the matter through negotiation.

Grupo TFM Put

As previously stated Grupo TFM also asked for and received from a
federal judge an injunction, which prevented the government from
exercising its Put option. The ability of the Mexican government
to exercise its Put option has been suspended indefinitely until
the lawsuit is resolved.

Sale Of Tfm

On December 15, 2004, TMM and Kansas City Southern, (KCS) entered
into an amended acquisition agreement for the sale of TMM's 51
percent voting interest in Grupo Transportacion Ferroviaria
Mexicana, S.A. de C.V. to KCS for $200 million in cash, 18 million
shares of KCS common stock, $47 million in a two-year promissory
note, and up to $110 million payable in a combination of cash and
KCS common stock upon successful resolution of the current
proceedings related to the VAT Claim and the Put with the Mexican
Government. The $47 million promissory note and a portion of the
$110 million contingent payment will be subject to certain escrow
arrangements to cover potential indemnification claims. The boards
of directors of both companies had approved the transaction.

Consummation of the transaction was subject to the satisfaction of
certain conditions, including KCS shareholder approval, TMM
shareholder approval, Hart Scott Rodino waiting period, approval
by the Mexican Foreign Investment Commission and the Mexican
Federal Competition Commission.

TMM shareholder approval was granted on January 11, 2005. Both the
Mexican Foreign Investment Commission and the Mexican Federal
Competition Commission have approved the acquisition. On January
25, 2005, the companies announced that the 30-day waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act had expired
without a formal request from the U.S. Department of Justice.

Headquartered in Mexico City, TMM is a Latin American multimodal
transportation Company. Through its branch offices and network of
subsidiary companies, TMM provides a dynamic combination of ocean
and land transportation services. TMM also has a significant
interest in Transportacion Ferroviaria Mexicana (TFM), which
operates Mexico's Northeast railway and carries over 40 percent of
the country's rail cargo.  Visit TMM's web site at
http://www.grupotmm.com/and TFM's web site at  
http://www.tfm.com.mx/Both sites offer Spanish/English language  
options.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2004,
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit and other ratings on Grupo TMM S.A. on CreditWatch with
positive implications.  The CreditWatch placement followed Kansas
City Southern's announcement that it has reach an agreement with
TMM to take control of TFM S.A. de C.V.


HENDERSON PETERBILT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Henderson Peterbilt of Montgomery, Inc.
        fdba Peterbilt of Montgomery
        fdba Henderson Peterbilt
        fdba Henderson Truck Sales, Inc.
        dba Henderson Isuzu
        P.O. Box 4569
        Montgomery, Alabama 36101

Bankruptcy Case No.: 05-30488

Type of Business: The Debtor is a truck dealer.
                  See http://www.hendersonpb.com/

Chapter 11 Petition Date: February 22, 2005

Court: Middle District Of Alabama (Montgomery)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: James L. Day, Esq.
                  Memory & Day
                  P.O. Box 4054
                  Montgomery, AL 36103
                  Tel: 334-834-8000
                  Fax: 334-834-8001

Total Assets: $1,231,100

Total Debts:  $1,739,713

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Thompson Tractor Co., Inc.                 $177,716
P.O. Box 10367
Birmingham, AL 35202

Paccar Inc.                                $172,464
750 Houser Way
North Renton, WA 98055

Alabama Dept. of Revenue                   $100,000
50 N. Ripley
Montgomery, AL 36132

Internal Revenue Service                    $94,000

Wells Fargo Business                        $50,053

Williams Detroit Diesel                     $47,556

Childersburg Truck Service                  $27,746

Blue Cross and Blue Shield of Alabama       $24,393

American Express                            $12,937

Cummins Midsouth, LLC                       $12,699

Lyncoach of Alabama                         $12,643

Pine Hill Peterbilt, Inc.                   $11,747

Cone Company                                 $9,447

Fleetline                                    $7,513

Weller Auto & Truck 1500                     $6,814

Road Gear Truck Equipment LLC                $5,602

Southern Frame & Alignment, Inc              $5,344

Truck Parts Spec-Memphis                     $5,274

Capitol Service Stations, Inc.               $4,904

ITC Deltacom                                 $4,391


INTERSTATE BAKERIES: FMR Corp. Discloses 6.4% Equity Stake
----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated February 14, 2005, FMR Corp., discloses that it
may be deemed to beneficially own 2,911,616 shares of Interstate
Bakeries Corporation Common Stock, along with Edward C. Johnson
3d and Abigail P. Johnson:

                                     No. of Shares   Percentage
                                     Beneficially    Outstanding
    Reporting Person                 Owned           of Shares
    ----------------                 -------------   -----------
    FMR Corp.                            2,911,616      6.416%
    Edward C. Johnson 3d                 2,911,616      6.416%
    Abigail P. Johnson                   2,911,616      6.416%

Mr. Johnson 3d is the Chairman of FMR Corp. while Ms. Johnson is
a Director at FMR Corp.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR Corp. and an investment adviser registered under Section
203 of the Investment Advisers Act of 1940, is the beneficial
owner of 2,911,616 shares of IBC Common Stock.

There are 45,383,839 shares of IBC Common Stock issued and
outstanding as of April 6, 2004.

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)


IXIS REAL: Fitch Puts 'BB+' Rating on $7.078 Mil. Mortgage Certs.
-----------------------------------------------------------------
Fitch Ratings-New York-February 25, 2005

Fitch rates IXIS Real Estate Mortgage Capital Trust, mortgage
pass-through certificates series 2005-HE1:

     -- $570,475,000 classes A-1 to A-4 certificates 'AAA';
     -- $28,311,000 class M-1 certificates 'AA+';
     -- $22,649,000 class M-2 certificates 'AA';
     -- $13,802,000 class M-3 certificates 'AA';
     -- $13,094,000 class M-4 certificates 'AA-';
     -- $11,678,000 class M-5 certificates 'A+';
     -- $10,263,000 class M-6 certificates 'A';
     -- $9,555,000 class B-1 certificates 'A-';
     -- $7,786,000 class B-2 certificates 'BBB';
     -- $5,309,000 class B-3 certificates 'BBB';
     -- $7,078,000 class B-4 certificates 'BB+'.

The 'AAA' rating on the senior certificates reflects the 19.40%
total credit enhancement provided by:

         * the 4% class M-1,
         * the 3.20% class M-2,
         * the 1.95% class M-3,
         * the 1.85% class M-4,
         * the 1.65% class M-5,
         * the 1.45% class M-6,
         * the 1.35% class B-1,
         * the 1.10% class B-2,
         * the 0.75% class B-3,
         * the 1% non-offered class B-4 and
         * the 1.10% initial and future
           overcollateralization -- OC.

All certificates have the additional benefit of monthly excess
cash flow to absorb losses.  In addition, the ratings reflect the
quality of the loans, the integrity of the transaction's legal
structure as well as the primary servicing capabilities of
Countrywide Home Loans Servicing LP (rated 'RPS1' by Fitch) and
Deutsche Bank National Trust Company as trustee.

As of the cut-off date, Feb. 1, 2005, the mortgage loans have an
aggregate balance of $584,523,723.  The weighted average loan rate
is approximately 7.434%.  The weighted average remaining term to
maturity - WAM -- is 350 months.  The average cut-off date
principal balance of the mortgage loans is approximately $174,902.
The weighted average combined loan-to-value ratio - CLTV -- of the
mortgage loans at origination was approximately 80.76% and the
weighted average Fair, Isaac & Co. - FICO -- score was 629.

The properties are primarily located in:

         * California (47.87%),
         * Florida (13.66%) and
         * New York (3.86%).

On the closing date, the depositor will deposit approximately
$123,261,919 into a pre-funding account.  The amount in this
account will be used to purchase subsequent mortgage loans after
the closing date and on or prior to May 23, 2005.

All of the mortgage loans were purchased by Morgan Stanley ABS
Capital I Inc., the depositor, from IXIS Real Estate Capital Inc.
who previously acquired the mortgage loans from:

         * Chapel Mortgage Corporation (29.18%),
         * Encore Credit Corp. (13.67%),
         * Homeowners Loan Corp. (12.01%),
         * Fremont Investment & Loan, Inc. (11.02%),
         * First Banc Mortgage, Inc. (8.32%),
         * Impac Funding Corporation and
           its affiliate Novelle Financial Services, Inc (7.50%),
         * Lenders Direct Capital Corporation (5.95%),
         * People's Choice Home Loan, Inc. (3.80%),
         * BNC Mortgage, Inc (2.05%),
         * Aegis Mortgage Corporation (2.01%),
         * Platinum Capital Group (1.71%),
         * Master Financial, Inc. (1.21%),
         * Home Loan Corp. (0.83%), and
         * Allstate Home Loan Inc (0.77%).


J. SILVER CLOTHING: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: J. Silver Clothing, Inc.
        One Testa Place
        South Norwalk, Connecticut 06854

Bankruptcy Case No.: 05-10522

Type of Business: The Debtor is a clothing retailer.
                  See http://www.jsilverclothing.com/

Chapter 11 Petition Date: February 25, 2005

Court:  District of Delaware

Judge:  Peter J. Walsh

Debtor's Counsel: Gilbert R. Saydah, Jr., Esq.
                  Robert J. Dehney, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 North Market Street
                  P.O. Box 1347
                  Wilmington, Delaware 19899
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989

Debtor's Special
Counsel:          Shack, Siegel, Katz and Flaherty P.C.
                  530 Fifth Avenue
                  New York, New York 10036

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
CIT Group Commercial Services    Trade Debt             $242,707
1211 Avenue of the Americas
New York, New York 10036
Tel: (212) 382-6923

Nana Fashion                     Trade Debt              $62,152
1558 McDonald Avenue
Brooklyn, New York 11230
Tel: (718) 3998-6050

Expo Uniform                     Trade Debt              $42,949
213 West 35th Street, Suite 805
New York, New York 10001
Tel: (212) 719-1700

GMAC Commercial Services         Trade Debt              $34,637
PO Box 403058
Atlanta, Georgia 30384

JCS                              Trade Debt              $32,967

Trendset                         Trade Debt              $28,480

IDB Factors                      Trade Debt              $26,704

Capital Factors                  Trade Debt              $25,673

Ganis Brothers                   Trade Debt              $24,128

Entry                            Trade Debt              $22,140

The Creative Associate           Trade Debt              $19,895

ABC Sign Corporation             Trade Debt              $17,880

Accessory Links                  Trade Debt              $17,110

One Step Up                      Trade Debt              $15,832

UPS                              Trade Debt              $15,785


KAISER ALUMINUM: Erie Port Authority Wants Driving Range Condemned
------------------------------------------------------------------
The Greater Erie Industrial Development Corporation is a private  
non-profit corporation organized under the laws of the
Commonwealth of Pennsylvania.  GEIDC serves the Erie, Pennsylvania
area by assisting underdeveloped areas in developing and promoting
economic renovation and revitalization.

At times throughout the Debtors' Chapter 11 bankruptcy, GEIDC had  
been working closely with the Debtors to acquire a certain parcel  
of property located on East 12th Street in the City of Erie  
currently owned by Kaiser Aluminum & Chemical Corporation.  The  
land is currently occupied by a golf driving range in part and  
vacant in part.  Although the Debtors and GEIDC have come close  
to agreeing upon the terms to complete the acquisition of the  
Property, they have been unsuccessful in consummating the  
transaction.

By this motion, the Erie-Western Pennsylvania Port Authority asks  
Judge Fitzgerald of the United States Bankruptcy Court for the
District of Delaware to lift the automatic stay for the limited  
purpose of condemning the Property for public purpose.

The Port Authority explains that it has taken an interest in  
GEIDC's objectives.  The proposed use for the Property has a  
substantially beneficial public purpose in that it seeks to  
create jobs and increase economic activity in an area  
experiencing high unemployment and economic disadvantage.  The  
proposed business would likely foster financial growth throughout  
the area.  Furthermore, the proposed business identified by GEIDC  
would provide a much-needed boost to the shipping industry itself  
within the Erie area.  If this proposal cannot be completed, the  
business prospect identified by GEIDC might otherwise establish  
itself along the bay front area or would be lost to another  
location, while the Port Authority believes that such industry  
should be located land-side, away from that area.

The Port Authority is aware that a limited investigation of  
public records has shown that the Property is environmentally  
contaminated.  Given the Port Authority's need for a more  
expeditious acquisition to suit the needs of GEIDC to acquire the  
property for the stated purposes, it has become necessary to  
pursue the acquisition by way of condemnation proceedings.

The Port Authority notes that GEIDC is willing to assume the  
responsibility of performing the environmental investigation and  
clean-up necessary in exchange for acquiring the Property.  GEIDC  
is prepared to then promote development of the Property in a  
manner which will be economically beneficial to the Greater Erie  
area by creating numerous jobs in an area of high unemployment,  
fostering increased economic activity in the area, and hopefully  
utilizing the Erie Port, a foreign trade zone, for shipping raw  
and finished products.

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. 62;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KISTLER AEROSPACE: Judge Steiner Approves Disclosure Statement
--------------------------------------------------------------
The Honorable Samuel J. Steiner of the U.S. Bankruptcy Court for
the Western District of Washington approved, on Feb. 24, 2005,
Kistler Aerospace Corporation's First Amended Disclosure Statement
explaining its Plan of Reorganization.  The Bankruptcy Court is
satisfied that the disclosure document gives creditors the right
amount of the right kind of information necessary to make an
informed decision about the company's restructuring proposal.

Kistler can now ask its creditors to vote to accept its Plan.  The
Court will convene a hearing to discuss the merits of the Plan on
Mar. 29, 2005, at 9:30 a.m.  All objections to the Plan must be
filed by March 25, 2005, at 5:00 p.m.

The Debtor believes that the Plan will enable it to successfully
and expeditiously emerge from bankruptcy, preserve its businesses
and allow creditors to realize the highest recoveries.  The
Debtor's projected market value after restructuring is between
$112 million and $175 million.

The Plan provides among other things that:

    * DIP Facility claim holders will receive $1 in Series A
      Convertible Secured Notes on the Effective Date;

    * senior secured claims will receive one share of Series A
      Preferred Stock for each dollar owed;

    * contractor claims will get 0.2742 shares of Series A
      Preferred Stock for each dollar owed;

    * general unsecured creditors will receive their pro rata
      share of the New Common Stock; and

    * equity interests will be extinguished and cancelled on
      the Effective Date.

The Series A Preferred Stock shares given to senior secured
creditors and to the Contractors will put them in the best
position to control the outcome of actions regarding shareholder
approval, including the election of directors.

Headquartered in Kirkland, Washington, Kistler Aerospace
Corporation, develops a fleet of fully reusable launch vehicles to
provide lower cost access to space for Earth orbiting satellites.
The Company filed for chapter 11 protection on July 15,
2003(Bankr. W.D. Wash. Case No. 03-19155).  Jennifer L. Dumas,
Esq., Youssef Sneifer, Esq., at Davis Wright Tremaine LLP
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$6,256,344 in total assets and $587,929,132 in total debts.


LAND O'LAKES: Completes Sale of Swine Production Assets
-------------------------------------------------------
Land O'Lakes, Inc. and The Maschhoffs, Inc., completed the
transaction to sell substantially all of Land O'Lakes swine
production assets to Maschhoff West LLC.  Terms of the agreement
were not disclosed.

Land O'Lakes disclosed on Feb. 15, 2005, that the Maschhoffs had
signed an agreement to purchase its swine assets.  The transaction
involves approximately 60,000 sows, associated inventory, related
market hog production, and contract production facilities in
Oklahoma, Missouri, Iowa and Illinois, along with swine production
facilities in Oklahoma.

Under the terms, Land O'Lakes will continue to hold all current
aligned system contracts, supplying them through an agreement with
the Maschhoffs.

For more information regarding the transaction, visit
http://www.landolakesinc.com/

The Maschhoffs, Inc. -- http://www.themaschhoffs.com/-- is a pork  
production management company headquartered in Carlyle, Ill.  As a
family- owned business, they have over 100 years of experience in
pork production.  They currently manage over 50,000 sows and
associated market hog production in Illinois, Indiana and Iowa.  
The company focuses on creating environmentally and economically
sustainable pork production systems by networking with more than
150 other independent farm operations.

                        About the Company

Land O'Lakes is a national, farmer-owned food and agricultural
cooperative, with annual sales of more than $7 billion. Land
O'Lakes does business in all 50 states and more than 50 countries.
It is a leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and local
cooperatives with an extensive line of agricultural supplies
(feed, seed, crop nutrients and crop protection products) and
services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Moody's Investors Service upgraded Land O'Lakes' speculative grade
liquidity rating to SGL-3 from SGL-4 and affirmed the company's B2
senior implied rating with a negative outlook.

The SGL upgrade reflects Moody's expectation that cash flow
generation over the next twelve months will be at levels that are
likely to cover capital spending, member payments, and required
debt amortization, though the company may need to access external
funds on an interim basis during the twelve months to cover
working capital needs.

The SGL upgrade also takes into account that Land O' Lakes'
refinancing transactions earlier this year reduced required term
loan amortization to a low level through 2008 and adjusted
financial covenants to levels that provide adequate cushion for
lower than expected earnings.

Land O'Lakes has adequate unused availability under its committed
revolver and receivables securitization facilities, which have
been extended to January 2007.

At Sept. 30, 2004, Land O'Lakes, Inc.'s balance sheet shows $2.8
billion in assets and $887 million of positive shareholder equity.  
The ratio of current assets to current liabilities was 10:7.  
Gross profit margins tumbled by more than 1/3 in the Sept. quarter
-- to 5% from 8% a year ago.  "Unrealized hedging losses . . .
compared to unrealized hedging gains . . . in 2003, margin
declines in feed, and lower egg market prices were the primary
reasons for the decline," the Company says.  The company's balance
sheet shows a 2.1:1.0 debt to equity ratio at Sept. 30, 2004.  


LEVEL 3 COMMS: S&P Junks $880 Million Convertible Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CC' rating to
wholesale long-haul telecommunications carrier Level 3
Communications Inc.'s shelf drawdown of $880 million 10%
convertible senior notes due 2011.  All other ratings on the
company, including the 'CCC' corporate credit rating, were
affirmed.  The outlook is developing.  Total debt outstanding was
$6.09 billion as of Dec. 31, 2004, pro forma for the new offering.

Issue proceeds will be used for general corporate purposes,
including possible acquisitions, working capital, capital
expenditures, debt refinancing, and debt repurchases.  The new
debt materially boosts Level 3's liquidity, which is under
pressure from sizable negative discretionary cash flow.  However,
unless proceeds are used to reduce the company's onerous debt
balance, including about $1.3 billion in 2008 maturities, the new
transaction will boost leverage to more than 17x debt to EBITDA,
from about 15x (based on annualized EBITDA for the 2004 fourth
quarter).  Absent firmer pricing in the wholesale long-haul
telecommunications industry segment and profitable sales of new
services, Level 3 could remain challenged to generate
discretionary cash flow and reduce debt through the normal course
of business.

"The ratings on Level 3 continue to reflect very high credit risk
from elevated debt leverage, exacerbated by soft long-distance
telecommunications industry conditions," said Standard & Poor's
credit analyst Eric Geil.  "The company continues to suffer
intense price compression from industry overcapacity and
competition, which is undermining potential positive revenue
effects of rising unit demand.  Weak cash flow from operations and
high capital expenditures to launch new products needed to replace
revenue from declining services are prolonging negative
discretionary cash flow.  Potential acquisition activity also
could weigh on the financial profile.  Tempering factors include a
sizable cash balance and an absence of meaningful debt maturities
until 2008."


LEVI STRAUSS: Moody's Junks Rating on $550MM Senior Notes Issue
---------------------------------------------------------------
Moody's Investors Service assigned a Caa3 rating to Levi Strauss &
Co.'s proposed $550 million senior notes and upgraded the senior
secured rating to B3, the senior implied rating to Caa1, and the
senior unsecured rating and the issuer rating to Caa3.  The
outlook was affirmed as stable.

The ratings are based on Moody's understanding that the proceeds
of the new issue will be utilized substantially to refinance
existing indebtedness and will not cause Levi Strauss' outstanding
debt to increase.

The ratings upgrades reflect the steps the company has taken to
reduce expenses and rationalize its business, the stabilization of
its sales, and its improved earnings, margins, and cash flow from
operations.  The ratings also recognize the further
diversification of the company's distribution network resulting
from the introduction of the Levi Strauss Signature brand, the
growth in sales of that product, the growth in revenues from
Europe and Asia, Levi's improved liquidity, and the longer
maturity profile that the refinancing of the 2006 and 2008 debt
maturities will furnish the company.

Sales for fiscal year 2004, which ended Nov. 28, 2004, were flat
with sales in 2003 at $4.1 billion.  In 2004, Levi Strauss' had a
net income of approximately $30 million, after a net loss of
approximately $350 million in 2003.  Gross margin improved by more
than 500 basis points and operating margin rose to 8.8% in 2004
from 7.6% in 2003.  Free cash flow / adjusted debt (funded debt +
(8 times rent) + underfunded pension obligations) improved from -
8.0% to +5.7%.

The ratings continue to reflect the weak business environment for
Levi's products with persistent apparel price deflation and lower
consumer spending on clothing over the past several years.  Prior
to 2004 the company experienced a multi-year decline in revenues
and sales in the United States, the company's largest market,
continued to decrease in 2004.  The ratings are restrained by the
company's low EBIT/ interest expense and total coverage ratios and
its weak cash flow independent of working capital changes.  For
2004 EBIT/interest expense was 1.4 times, total coverage (EBIT+1/3
rent/ interest expense +1/3 rent) was 1.34 times, and retained
cash flow was negative.

The stable ratings outlook reflects Moody's expectation that the
company should be able to generate meaningful operating cash flow,
net of working capital changes, and that its ongoing expense
rationalization will maintain the gains in operating margins.

Upward ratings momentum and a revision of the outlook to positive
could result from further seasoning of the cost control and
efficiency measures taken in 2004 and a longer track record of
improved earnings, margins, and cash flow.  A ratings upgrade
could occur if the company improves its operating margin to 10% or
greater, increases retained cash flow /adjusted debt to in excess
of 5%, raises free cash flow/debt to at least 8.5%, and
EBIT/interest reaches 1.8 times, for a sustained period.  However,
negative rating action could ensue if the 2008 maturities are not
successfully refinanced, the company's operating margin falls to
7.5% or lower, its retained cash flow/adjusted debt remains below
2%, and EBIT/interest expense falls to 1.2 times or lower, for a
sustained period.

The proposed unsecured notes are issued in three series consisting
of a series of U.S.$ denominated floating rate senior notes due
2012, a series of ? denominated fixed rate senior notes due 2013,
and a series of U.S.$ denominated 9 _% senior notes due 2015.  The
aggregate amount of $550 million senior notes will be issued by
Levi Strauss & Co. and will be pari passu with existing senior
note issues.  Material covenants will include limitations on debt,
assets sales, liens, and transactions with affiliates, and
restrictions on sale and leaseback transactions, dividends, share
repurchases, and other distributions.  The proceeds will be used
to tender for Levi's US$380 million and ?125 million 11 5/8%
global senior notes due January 15, 2008.

The rating assigned is:

   * $550 million senior notes, consisting of a series of U.S.$
     denominated floating rate senior notes due 2012, a series of
     ? denominated fixed rate senior notes due 2013, and a series
     of U.S.$ denominated 9 _% senior notes due 2015, at Caa3.

The ratings upgraded are:

   * $500 million guaranteed senior secured term loan facility due
     2009 to B3 from Caa2,

   * Approximately $1.2 billion of senior unsecured notes due
     through 2015 to Caa3 from Ca,

   * Senior Implied to Caa1 from Caa2,

   * Issuer Rating to Caa3 from Ca.

The outlook is stable.

Levi Strauss & Co., headquartered in San Francisco, California, is
one of the world's largest branded designers, manufacturers and
marketers of apparel.  The company designs and distributes jeans
and jeans-related pants, casual and dress pants, shirts, jackets
and related accessories for men, women and children under the
Levi's(R), Dockers(R) and Levi Strauss Signature(TM) brands and
markets its products in more than 110 countries worldwide.  
Revenues were approximately $4.1 billion for the fiscal year ended
November 28, 2004.


LSP ENERGY: Moody's Lifts Sr. Sec. Debt Rating to B1 from B2
------------------------------------------------------------
Moody's Investors Service upgraded the senior secured debt of LSP
Energy Limited Partnership and LSP Batesville Funding Corporation
(LSP Batesville) to B1 from B2.  The rating outlook is stable.

The rating upgrade considers the expected assignment of Aquila's
(B2 senior unsecured) contractual obligation to purchase power
under a long-term contract from LSP Energy.  This contract is
expected to be assigned to South Mississippi Electric Power
Association (SMEPA), a rural electric generation and transmission
(G&T) cooperative.  SMEPA would assume all of Aquila's
responsibilities under the power purchase agreement (PPA) with LSP
Energy through the current expiry date of the PPA in 2015.

SMEPA has an all-requirements contract to deliver power to its
distribution cooperative members and the output from LSP Energy is
an integral component of SMEPA's owned and contracted generating
resources.  While Moody's does not rate SMEPA's debt, based upon a
review of information that includes SMEPA's historical and
projected financials, and the low business risk associated with
G&T cooperatives, we believe that LSP Energy will benefit from a
substantially stronger credit counterparty following the
assignment of the contract.

The rating upgrade also considers improvement in LSP Energy's
operating and financial results.  While the company's debt service
coverage ratio (DSCR) is expected to remain below 1.20x for 2005,
operating and financial results during 2004 are expected to be
better than the results recorded in 2002 and 2003, when prolonged
outages occurred.  The upgrade also considers the expected
improvement in LSP Energy's DSCR due to a scheduled increase in
the payments under its most important PPA.

Under the terms of the PPA with Virginia Electric Power Company
(VEPCO: A3 senior unsecured; stable outlook), whose capacity
payments represent about 65% of the expected annual revenues for
LSP Energy, the amount paid for capacity under the PPA will
permanently increase beginning in mid-2005, which will positively
impact the 2005 DSCR and future year's DSCR.

The rating also considers the ownership and day-to-day operation
of LSP Energy and LSP Batesville by affiliates of Complete Energy
Holdings, LLC (Complete), a newly formed private company,
indirectly owned by various private financial investors.  While
the operating performance of LSP Energy continues to show steady
improvement, Complete has only owned LSP Energy for less than six
months and LSP Energy represents Complete's initial purchase of
electric generating assets.

In addition to the proposed assignment to SMEPA of Aquila's
obligation under the LSP Energy PPA, Aquila and SMEPA will
terminate a separate contract under which Aquila sold SMEPA power
that had been purchased from LSP Energy.  Essentially, the
subsequent termination of this contract along with Aquila's
assignment of the LSP Energy PPA to SMEPA will remove Aquila from
the middle of an arrangement under which LSP Energy sold power to
SMEPA.  In consideration of this restructuring, SMEPA will pay
Aquila $16.25 million, subject to certain adjustments.  The
transaction has received numerous regulatory approvals and is
expected to close on February 28, 2005.

The stable rating outlook for LSP Energy and LSP Batesville
reflects the expected improvement in operating and financial
results during 2005 and 2006 due to better plant performance and
the higher capacity payment from VEPCO.  A further upgrade could
occur if the operating and financial performance at LSP Energy
improves on a sustained basis, including the maintenance of an
annual DSCR that exceeds 1.2x on a consistent basis.  

Uncertainties to be considered in any rating action include the
limited operating record of Complete, LSP Energy's indirect owner,
and the longer-term merchant risk challenges that the project
faces after 2015 when all three PPAs with LSP Energy expire.  The
rating on LSP Energy could fall if the operating performance of
the project should weaken causing DSCR's to fall below 1.1x on a
consistent basis.

LSP Energy Limited Partnership is a limited partnership that owns
and operates an 837-megawatt natural gas-fired plant located in
Batesville, Mississippi.  LSP Batesville is a funding corporation
whose sole purpose was to act as a co-issuer of the bonds.


MANITOWOC: Directors Okay Switch from Annual to Quarterly Dividend
------------------------------------------------------------------
The Board of Directors of The Manitowoc Company, Inc. (NYSE: MTW)
adopted a resolution switching the company's annual evaluation of
common stock cash dividends to a quarterly evaluation, at its
meeting on Friday, Feb. 25.  In conjunction with this change, the
Board also declared an initial quarterly dividend of 7 cents per
share, payable on March 10, 2005, to shareholders of record on
March 1.

                        About the Company

The Manitowoc Company, Inc. (S&P, BB- Corporate Credit Rating,
Stable Outlook) is one of the world's largest providers of lifting
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks. As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry. In addition, the company is a leading
provider of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.


MCI INC: Shareholder Sues to Block Sale of Company to Verizon
-------------------------------------------------------------
Joseph Pojanowski, III, filed a stockholders' class action
complaint on behalf of the public stockholders of MCI, Inc., in
the Chancery Court of the State of Delaware in and for New Castle  
County on February 18, 2005, against:

    * MCI, Inc.,
    * Nicholas D. Katzenbach, Chairman of the Board of Directors,
    * Michael Capellas, Chief Executive Officer of MCI,
    * Dennis Beresford, MCI Director,
    * Judith Haberkorn, MCI Director,
    * Laurence E. Harris, MCI Director,
    * Eric Holder, MCI Director,
    * Mark Neporent, MCI Director, and
    * C.B. Rogers, Jr., MCI Director.

Mr. Pojanowski, individually and on behalf of all others
similarly situated, seeks to enjoin the proposed acquisition of
the publicly owned shares of MCI's common stock by Verizon
Communications, Inc.

According to Finfacts Ireland Business News, Mr. Pojanowski is a
New Jersey-based lawyer who holds 631 shares of MCI.

                    Offers for the MCI Business

Carmella P. Keener, Esq., at Rosenthal, Monhait, Gross & Goddess,
P.A., in Wilmington, Delaware, relates that on February 11, 2005,
Qwest Communications International, Inc., transmitted a letter to
the Board of Director of MCI, proposing to acquire MCI.  Under
Qwest's offer:

    * The value of the transaction was $24.60 per share to MCI
      shareholders, comprised of:

         -- $7.50 in cash; and

         -- $15.50 of Qwest common stock based on a fixed exchange
            ration of 3.735 Qwest shares per MCI share.

    * MCI shareholders would receive $0.40 -- $1.60 total -- in
      quarterly dividends per MCI share for the four quarters
      anticipated between signing and closing.

    * Qwest's proposed merger agreement relating to the
      transaction contained a non-solicitation provision, which
      would allow MCI's Board the ability to change its
      recommendation in favor of the Qwest transaction prior to
      the MCI shareholder vote in the event of a superior proposal
      not matched by Qwest.

In the same period of time, Verizon made a much less lucrative
offer to purchase MCI.  Verizon offered $20.75 per share in
value, which equate to a total package of $6.75 billion.

Qwest reconfirmed the terms of its proposal in writing to the MCI
Board of Directors on the evening of February 13, 2005.  The
value of the offer was approximately $8 billion, as valued by
Qwest.

After meeting for only one hour on February 13, 2005, MCI
rejected Qwest's offer and accepted Verizon's offer.  When the
sale was announced, Mr. Capellas justified the decision to accept
Verizon's bid on the grounds that Qwest is not as large as
Verizon and is $17 billion in debt.

                        Different Reactions

Ms. Keener notes that shareholders representing 11% of MCI's
equity have stated that MCI's Board should reconsider Qwest's
bid.  Analysts were also not impressed with MCI's justification
for rejecting Qwest's bid in favor of Verizon.

                      Substantive Allegations

Ms. Keener points out that Mr. Capellas stands to gain handsomely
if he leaves MCI after the acquisition.  According to the terms
of his employment contract, Mr. Capellas would receive at least
$4.5 million, or three times the sum of his base salary of $1.5
million, if he leaves for "good reason."  He is also eligible to
receive three times his bonus, which could amount to another $4.5
million.

Ms. Keener argues that the consideration to be paid to Class
members in the Verizon transaction is "unconscionable, unfair,
and grossly inadequate" because the intrinsic value of MCI's
common stock is materially in excess of the amount offered for
those securities in the proposed acquisition given the stock's
current trading price and MCI's prospects for the future growth
and earnings in comparison to other recent comparable
transactions.

Furthermore, there is a gross disparity between the knowledge and
information possessed by the Defendants by virtue of their
positions of control of MCI and that possessed by MCI's public
stockholders.

The Individual Defendants have breached their fiduciary duties by
depriving MCI's public stockholders of maximum value to which
they are entitled.  Mr. Pojanowski and the Class have been and
will be damaged, in that they have not and will not receive their
proportionate share of the value of MCI's assets.

The Individual Defendants have also breached the duties of
loyalty and due care by not taking adequate measures to ensure
that the interests of MCI's public stockholders are properly
protected from overreaching.

Ms. Keener contends that MCI's Board, in violation of their
fiduciary duties, failed to:

    -- conduct a full evaluation of the merger;

    -- gave only minimal consideration to the deal; and

    -- make an informed decision in their one-hour meeting for
       evaluation of the proposal.

Unless enjoined by the Court, the Defendants will continue to
breach their fiduciary duties owed to Mr. Pojanowski and the
Class.

                      Class Action Allegations

Ms. Keener contends that Mr. Pojanowski's action is properly
maintainable as a class action.  The Class is so numerous that
joinder of all members is impracticable.  As of September 30,
2004, there were 317,883,234 shares of MCI common stock
outstanding owned by hundreds if not thousands of public
shareholders.  There are questions of law and fact, which are
common to the Class.

Mr. Pojanowski maintains that he is committed to prosecuting the
action and has retained competent counsel experienced in
litigation of this nature.  Mr. Pojanowski's claims are typical
of the claims of the other members of the Class and Mr.
Pojanowski has the same interests as the other members of the
Class.  Thus, Mr. Pojanowski is an adequate representative of,
and will fairly and adequately protect the interest of, the
Class, Ms. Keener says.

Moreover, Ms. Keener notes, the Defendants have acted on grounds
generally applicable to the Class.

Accordingly, Mr. Pojanowski, on behalf of the Class, asks the
Chancery Court to:

    (a) declare the complaint as a proper class action and certify
        him as class representative;

    (b) enjoin, preliminarily and permanently, the MCI acquisition
        under the terms presently proposed;

    (c) to the extent, if any, that the transaction complained of
        is consummated prior to the entry of the Court's final
        judgment, rescind the same or award rescissory damages to
        the Class;

    (d) require the Defendants to fully disclose all material
        information regarding the transaction;

    (e) direct the Defendants to account to Mr. Pojanowski and the
        Class for all damages caused to them and account for all
        profits and any special benefits obtained by the
        Defendants as a result of their unlawful conduct; and

    (f) award him the costs and disbursements of his action,
        including a reasonable allowance for the fees and expenses
        of attorneys and experts.

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

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MCI INC: Posts $32 Million Net Loss in Fourth Quarter 2004
----------------------------------------------------------
MCI, Inc. (NASDAQ: MCIP) reported results for the fourth quarter
and full-year ended December 31, 2004.

Revenues in the fourth quarter were $5.0 billion, a decline of 2
percent sequentially and 10 percent year-over-year.  Enterprise
Markets revenue increased 1 percent sequentially, Commercial
Markets revenue was flat sequentially and Mass Markets revenue was
down 9 percent sequentially.

Operating expenses totaled $4.5 billion in the quarter, down 8
percent sequentially (excluding pre-tax impairment charges of
$3.5 billion) and down 23 percent year-over-year.  Access costs
decreased 1 percent sequentially and declined 13 percent year-
over-year.  Selling, general and administrative costs fell 16
percent sequentially and 36 percent year-over-year.  Included in
operating expenses for the fourth quarter were $24 million of
severance and reorganization costs.

Operating income for the fourth quarter of 2004 was $434 million,
compared to an operating loss of $3.4 billion, (or operating
income of $121 million excluding pre-tax impairment charges of
$3.5 billion) in the third quarter of 2004 and an operating loss
of $332 million in the fourth quarter of 2003.

Operating income before depreciation and amortization and gains on
property dispositions would have been $774 million in the fourth
quarter of 2004.  In the fourth quarter of 2003, MCI's operating
income before depreciation and amortization and a loss on property
dispositions would have been $293 million.  Excluding the pre-tax
impact of $3.5 billion of impairment charges, the comparable
result in the third quarter of 2004 would have been $621 million.

Fourth quarter operating results were favorably impacted by
approximately $270 million relating to certain unusual
transactions including favorable settlements of bankruptcy-
related matters, and changes in accounting estimates.  Without
the impact of these items, our operating income for the fourth
quarter would have been $164 million.

Fourth quarter results also included $415 million of income tax
expense.  The expense relates to changes in estimates regarding
our tax contingencies and the tax impacts of changes in foreign
and state tax provisions.

Net loss for the fourth quarter of 2004 was $32 million, or $.10
cents per basic and diluted share.  MCI reported net income
of $22.2 billion in the fourth quarter of 2003, reflecting the
financial impact of reorganization activities, and reported a net
loss of $3.4 billion in the third quarter of 2004.

"Improvements in our financial performance in the face of
difficult industry conditions illustrates that our IP-leadership
strategy is gaining momentum," said Michael D. Capellas, MCI
president and chief executive officer.  "As we deliver new IP
products and services to market, we expect this trend to
accelerate."

During the quarter, MCI continued to execute on its IP leadership
strategy, by introducing several new IP-based products and
innovations to market.  MCI launched Enhanced Smart Backup for
Hosting customers; a managed data protection service aimed at
strengthening business continuity.  MCI also announced a
relationship with Oracle to enhance MCI's database management and
optimization services for its Enterprise Hosting customers.  The
Company introduced a trio of new Internet DSL services, began
offering standardized Local Area Networking management services
to benefit companies of all sizes, and expanded Wireless IP Relay
services for business customers.

                           Segment Results

MCI's operations are organized into three distinct business units
defined by their respective customer base: Enterprise Markets,
U.S. Sales & Service, and International & Wholesale Markets.  The
quarterly operating results of these business segments:

Enterprise Markets

Enterprise Markets, which includes the company's most complex,
high-end accounts in business and government, provides local-to-
global business data, Internet, voice services and managed network
services.

In the fourth quarter, Enterprise Markets generated $1.2
billion of revenue, up 1 percent sequentially and down 3 percent
year-over-year.

During the fourth quarter, Ryder extended its existing
agreement with MCI to include MCI IP VPN Broadband and Enterprise
Managed Firewall to provide fast Internet access to nearly 700
remote locations with secure connections to Ryder's headquarters.
MCI also announced during the quarter that it is helping the
Gallup Organization to attract new Internet users to its Web
site, by providing the streaming solution behind The Gallup Poll
Daily Briefing - a free daily news webcast.

MCI also expanded its government market business during the
fourth quarter with the addition of several significant network
management contract awards.  These awards included the highly
sought after Department of Defense Transoceanic Optical
Transport-Atlantic (TOT-A) contract.  The TOT-A will provide the
Department of Defense with robust, flexible OC-192 optical
transport connections between the Continental United States
Germany and the UK.

U. S. Sales and Service

U.S.S&S is comprised of Commercial Markets, which includes
small, medium and large business customers in the United States;
Mass Markets, which includes consumer and very small business
customers; consumer calling cards, and SkyTel.

During the quarter, USS&S generated $2.1 billion of revenue,
down 5 percent sequentially and 15 percent year-over-year.

Commercial Markets generated approximately $1 billion of
revenues in the fourth quarter, flat sequentially and down 6
percent year-over-year.

In the fourth quarter, Mass Markets generated revenue of
$1.2 billion, down 9 percent sequentially and 21 percent year-
over-year.  Mass Markets revenue declines were driven primarily
by a decrease in long distance subscriber counts attributed to
the ongoing impact of "Do Not Call" regulations, heavy RBOC
competition, and reduced advertising.

MCI signed several new commercial customers during the
fourth quarter, including Lyondell Chemical Company and
Transeastern Homes.  A common theme among customers was
consolidation of providers and purchase of converged solutions
like Private IP to carry voice, video and data on a single global
network.  For example, Transeastern Homes, one of the fastest
growing homebuilders in the U.S., is overhauling its existing
communications infrastructure in favor of a new MCI-powered
platform to achieve more control and better performance from
its network.

International & Wholesale Markets

MCI's International & Wholesale segment serves the Europe,
Middle East and Africa (EMEA), Latin America and Asia Pacific
regions, as well as wholesale customers.

Fourth quarter revenue of $1.6 billion was flat sequentially
and down 9 percent year-over-year, including the benefit of
foreign exchange.  The segment had an operating income of $40
million during the fourth quarter compared to a loss of $267
million a year earlier.

International Markets generated $951 million of revenue in
the quarter, up 4 percent sequentially and 5 percent year-over-
year.  Wholesale Markets segment revenue fell to $696 million,
down 4 percent sequentially and 23 percent year-over-year.
Wholesale revenue declines year over year are the result of
pricing pressures, over-capacity, continued industry
bankruptcies, and the elimination of certain incentive discounts.

In the fourth quarter, corporations headquartered outside
the U.S. continued to turn to MCI International to support their
migration to IP-based networking and communications services.
These included, New Yorker, one of the leading businesses in the
fashion industry, which turned to MCI for an Internet access
network solution to connect all of its 380 stores across Europe -
to date, more than 60 of these sites have already been
implemented.  Companies also looked to MCI for integrated multi-
service solutions like the Danish international pharmaceuticals
firm Lundbeck, which signed an agreement for MCI's MPLS-based
Private IP, Internet access and Internet co-location hosting
services.

In addition to New Yorker of Germany, MCI International
further expanded its presence in the retail sector as more
customers leverage the accessibility, performance and security of
IP services to increase the productivity and efficiency of their
business operations.  For example, ICI Paints, an international
paint and coatings provider, chose to expand its relationship
with MCI through a new DSL broadband access network agreement for
the company's 130 retail stores throughout Canada.

                            2004 Results

For the full year 2004, revenues totaled $20.7 billion, down
15 percent from 2003 revenues of $24.3 billion.  Operating loss
was $3.2 billion. Operating income before $1.9 billion of
depreciation and amortization, a $1 million gain on property
dispositions and $3.5 billion of impairment charges would have
been $2.2 billion in 2004.  In 2003, operating income was $0.7
billion; operating income before $2.3 billion of depreciation and
amortization, and a $43 million loss on property dispositions
would have been $3.0 billion.

                            Balance Sheet

On September 30, 2004, cash, cash equivalents and marketable
securities totaled $5.6 billion.  During the fourth quarter, MCI
paid $167 million in bankruptcy claims, invested $332 million in
property plant and equipment, and disbursed $127 million as a
return of capital dividend.  On December 31, 2004, cash, cash
equivalents and marketable securities totaled $5.5 billion.
Total debt of approximately $5.9 billion included $268 million of
capitalized leases.  MCI issued approximately $5.7 billion of
senior notes on April 20, 2004.  During the fourth quarter, MCI
Senior notes were assigned initial credit ratings by Moody's and
Standard and Poor's, which triggered a reset of the interest
rates.  In accordance with the indentures, the interest rates on
the notes increased 100 basis points effective December 15, 2004.

                             2005 Guidance

Based on the existing regulatory environment and assuming no
significant acquisitions or divestitures, MCI expects to generate
revenues of $18 billion to $19 billion in 2005, down 10 percent
to 14 percent from 2004.  The revenue decline primarily reflects
a change in Mass Markets revenues as recent regulatory changes
impact our ability to serve the consumer market on a profitable
basis.

MCI expects to generate operating income before depreciation
and amortization (estimated at $1.4 billion to $1.5 billion) of
$1.8 billion to $2.0 billion in 2005.  MCI's plans indicate that
incremental revenue and profits from new services will boost
second half revenues and operating profitability over first half
levels.

Capital expenditures of approximately $1.0 billion are
planned in 2005, as MCI accelerates new product and service
offerings in Private IP, security, hosting and network
management.  MCI will continue to invest in Ultra Long Haul
technology, and continue the expansion of its MPLS node
structure.

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

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MICRO COMPONENT: Completes New Restructuring Pact with Noteholders
------------------------------------------------------------------
Micro Component Technology, Inc. (OTCBB:MCTI) reported the
completion of a new restructuring agreement with its 10% Senior
Subordinated Convertible Noteholders.  Under the agreement, the
Noteholders representing $2.9 million of notes, or 80% of the
remaining notes, have agreed to continue to accept stock in lieu
of cash for their interest payments for the next two years.  As
part of this agreement, the conversion price of the underlying
notes has been reduced from $1.00 per share to $0.85 per share for
the remaining term of the notes through December 2006.  In the
agreement, the Company agreed to use its best efforts to register
the additional shares with the Securities and Exchange Commission.

MCT's President, Chairman and Chief Executive Officer, Roger E.
Gower, commented, "We are very pleased to have completed this
restructuring agreement with our Noteholders.  This reduces our
cash commitments by approximately $150,000 in 2005 and close to
$600,000 over the next two years.  This agreement, coupled with
our recently completed amendment to our agreement with our
institutional lender, provides us the needed liquidity to continue
to serve our customers through this most recent market contraction
in the Semiconductor Capital Equipment Market."

                        About the Company

Micro Component Technology, Inc. -- http://www.mct.com/-- is a  
leading manufacturer of test handling and automation solutions
satisfying the complete range of handling requirements of the
global semiconductor industry. MCT has recently introduced
several new products under its Smart Solutions(TM) line of
automation products, including Tapestry(R), SmartMark(TM),
SmartSort(TM), and SmartTrak(TM), which are designed to automate
the back-end of the semiconductor manufacturing process. MCT
believes it has the largest installed IC test handler base of any
manufacturer, with over 11,000 units worldwide. MCT is
headquartered in St. Paul, Minnesota, with its core manufacturing
operation in Penang, Malaysia. MCT is traded on the OTC Bulletin
Board under the symbol MCTI.

At Dec. 31, 2004, Micro Component's balance sheet showed a
$2,676,000 stockholders' deficit, compared to a $5,026,000 deficit
at Dec. 31, 2003.


MIRANT CORP: Pericen Holds $2 Million Allowed Unsecured Claim
-------------------------------------------------------------
Pericen Limited Partnership and Mirant Corporation and its
debtor-affiliates are parties to a Lease Agreement for certain
real property located at 1117 Perimeter Center West, Suite Nos.
W-200 and N-201, [in Atlanta, Georgia] totaling approximately
50,000 sq. ft.

On October 19, 2001, the Debtors and Pericen entered into a Lease
for Storage Space.  The Storage Lease automatically terminates
upon termination of the Original Lease.

The Debtors rejected the Lease, as amended, on September 1, 2003.  
The Storage Lease automatically terminated.

On December 16, 2003, Pericen filed a claim for $7,556,606.06
against Mirant Corp., comprised of:

   -- a general prepetition claim for $1,311.86;

   -- damages arising from the Debtor's rejection of the Lease
      totaling $7,536,105.26;

   -- legal fees totaling $12,631.94; and

   -- unperformed moveout obligations totaling $6,557.00.

The Debtors and Pericen dispute the calculation of Pericen's
damages arising from the Debtors' rejection of the Lease, which
are subject to the limitation on damages resulting from the
termination of a real property lease set forth in Section
502(b)(6) of the Bankruptcy Code.

The parties have successfully reached a compromise, set forth in a
Court-approved Joint Stipulation, which provides that:

   (a) Pericen will have an allowed, general, prepetition,
       unsecured claim for $2,003,081.20 against Mirant Corp. in
       full satisfaction of any and all prepetition claims
       arising under the Lease Agreement or otherwise asserted in
       the Pericen Claim;

   (b) All amounts in the Pericen Claim, except the Allowed
       Claim, are disallowed and are not subject to
       reconsideration;

   (c) The parties reserve any and all rights they may have in
       connection with any claims arising under the Lease
       Agreement postpetition; and

   (d) The Joint Stipulation resolves all issues and objections
       asserted by the Debtors.

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)


NDCHEALTH CORP: Revises Senior Credit Facility with Lenders
-----------------------------------------------------------
NDCHealth Corporation's (NYSE: NDC) senior lenders agreed to allow
the company to make an additional borrowing under the revolving
line of credit of the company's senior credit facility.  As
expected, NDCHealth's operating cash flow has been sufficient to
meet operating and capital needs, and has enabled the company to
maintain consistent cash balances since the beginning of calendar
2005.  The agreement with its senior lenders provides additional
flexibility for selected purposes, if needed.

As previously disclosed, because of certain events of default, the
company had to gain approval from its senior lenders for any
additional borrowing under the revolving line of credit of its
senior credit facility.  To accommodate this potential additional
borrowing, NDCHealth also amended its senior credit facility to,
among other things, revise the company's total leverage ratio for
the third quarter of fiscal 2005.  

A full-text copy of the Company's amended senior credit facility
is available at no charge at:

   http://www.sec.gov/Archives/edgar/data/70033/000119312505036259/dex992.htm

                        About the Company

NDCHealth Corporation -- http://www.ndchealth.com/-- is a leading  
information solutions company serving all sectors of healthcare.  
Its network solutions have long been among the nation's leading,
automating the exchange of information among pharmacies, payers,
hospitals and physicians. Its systems and information management
solutions help improve operational efficiencies and business
decision making for providers, retail pharmacy and pharmaceutical
manufacturers. Headquartered at Atlanta, Ga., NDCHealth provides
information vital to the delivery of healthcare every day.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Standard & Poor's Ratings Services lowered its corporate and
senior secured credit ratings on NDC Health to 'CCC' from 'B-',
and its subordinated debt rating from 'CCC' to 'CC'.  The ratings
remain on CreditWatch, with developing implications.

"This action follows the company's announcement that it received
notice from holders of its senior subordinated notes that its
delay in filing its Form 10-Q for the quarter ended Nov. 26, 2004,
constitutes a default under the notes," said Standard & Poor's
credit analyst Lucy Patricola.  This notice initiates a 60-day
cure period, which will expire on March 21, 2005, at which point
the bondholders can exercise their rights to declare the bonds in
default, including accelerated payment.  The company also
announced that the scope of review that caused the initial filing
delay has widened to other services within their Information
Services unit.  Any restatements resulting from the review would
be non-cash in nature and reflect revenue recognition policies.

The downgrade reflects heightened concerns regarding the filing
delays because of the expanded scope of review and the default
notice filed by holders of the subordinated notes.


NDCHEALTH CORP: Board Retains Blackstone Group to Evaluate Options
------------------------------------------------------------------
The independent directors of NDCHealth Corporation's (NYSE: NDC)
board of directors have approved the engagement of The Blackstone
Group L.P. to assist the Board in its evaluation of strategic
alternatives with the objective of maximizing stockholder value
over a reasonable period of time.

The Board will carefully weigh the impact and prospects of
management's initiatives pursuant to its strategic business plan
to deliver improved revenue and profit performance, and a full
range of other strategic alternatives including, but not limited
to, divestitures, recapitalizations, alliances with strategic
partners, and a sale to or merger with a third party.

NDCHealth notes that there can be no assurance regarding the
outcome of this evaluation.  The company does not intend to
comment further publicly with respect to its evaluation process
until its conclusion, unless the company determines it would be
appropriate to do so at an earlier stage.

                        About the Company

NDCHealth Corporation -- http://www.ndchealth.com/-- is a leading  
information solutions company serving all sectors of healthcare.  
Its network solutions have long been among the nation's leading,
automating the exchange of information among pharmacies, payers,
hospitals and physicians. Its systems and information management
solutions help improve operational efficiencies and business
decision making for providers, retail pharmacy and pharmaceutical
manufacturers. Headquartered at Atlanta, Ga., NDCHealth provides
information vital to the delivery of healthcare every day.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Standard & Poor's Ratings Services lowered its corporate and
senior secured credit ratings on NDC Health to 'CCC' from 'B-',
and its subordinated debt rating from 'CCC' to 'CC'.  The ratings
remain on CreditWatch, with developing implications.

"This action follows the company's announcement that it received
notice from holders of its senior subordinated notes that its
delay in filing its Form 10-Q for the quarter ended Nov. 26, 2004,
constitutes a default under the notes," said Standard & Poor's
credit analyst Lucy Patricola.  This notice initiates a 60-day
cure period, which will expire on March 21, 2005, at which point
the bondholders can exercise their rights to declare the bonds in
default, including accelerated payment.  The company also
announced that the scope of review that caused the initial filing
delay has widened to other services within their Information
Services unit.  Any restatements resulting from the review would
be non-cash in nature and reflect revenue recognition policies.

The downgrade reflects heightened concerns regarding the filing
delays because of the expanded scope of review and the default
notice filed by holders of the subordinated notes.


NHC COMMS: Jan. 28 Balance Sheet Upside-Down by C$4.5 Million
-------------------------------------------------------------
NHC Communications Inc. (TSX: NHC) (NHCMF), a leading provider of
automated main distribution frame and cross-connect solutions for
the copper-based telecommunications market, reported results for
the second quarter of fiscal 2005, ended Jan. 28, 2005, prepared
in accordance with Canadian generally accepted accounting
principles.

                          Second Quarter
   
For the quarter ended Jan. 28, 2005, NHC recorded revenues of
$6.87 million compared with $0.79 million recorded in the second
quarter of fiscal 2004.  All revenues for the second quarter of
fiscal 2005 are derived from revenue previously deferred in
accordance with the Company's accounting policy on revenue
recognition as a result of the physical conversion of a
significant number of central offices by its principal customer
during this period.

The Company reported a net loss in the second fiscal quarter of
2005 of $460,000.  This is an improvement from the second fiscal
quarter of 2004, when the Company had a net loss of $2.28 million.  
A $950,000 contribution to gross profit associated with revenue
previously deferred less the related cost of revenues of $5.92
million, as well as lower spending for all operating expenses in
the second fiscal quarter of 2005 as a result of the
implementation of cost-cutting measures effective at the end of
the second quarter of fiscal 2004, and the negative impact of the
restructuring and other charges of $730,000 included in the net
loss of the second quarter of fiscal 2004, contributed to the
smaller loss per share.

During the first six months of 2005, the net loss totalled
$770 million, compared to a net loss of $3.69 million in the first
six months of 2004.  Revenues of the first six months of 2005
reached $16.23 million compared with $2.03 million in the first
six months of 2004, primarily due to the recognition of
$16.18 million in revenue previously deferred.

                        Business Highlights

During the quarter, NHC announced that France Telecom has
successfully completed and approved a ControlPoint(R) field trial
site. This site incorporates three ControlPoint(R) solutions
working as a single system, serving over 6,000 customers and is
the largest operational automated MDF in Europe, and the largest
MDF worldwide with respect to supported digital subscriber lines.

Subsequent to the quarter, the Company reached a second teaming
agreement with a large international telecom equipment vendor to
pursue market opportunities in Europe, the Middle-East and Africa.  
As part of NHC's long- term strategy, partnerships with reputable
organizations having significant market presence and financial
resources are expected to provide the Company with the ability to
offer more complete solutions and services to meet customer needs.

None of the Company's products were either ordered, shipped or
invoiced since the second quarter of fiscal 2004.  As a result of
continued reductions in capital expenditures in the area of
traditional telecommunications voice services over copper wireline
networks, and the long sales cycle associated with the Company'
ControlPointr solutions, revenues and operating results in the
future are difficult to predict and may continue to be materially
and adversely affected.

The Company has been focusing on cost controls while continuing to
invest in research and development  and technical assistance
activities that will keep it in a strong position to take
advantage of sales opportunities when industry conditions improve
and demand recovers. During the second quarter, R&D efforts were
focused on the development of the ControlPoint(R) CMS software,
with the release of CMS version 3.2-Fr, providing key features
such as Test Access functionality allowing our incumbent local
exchange carrier customers to cross-connect test equipment to
qualify and test end-user lines, and providing a number of
enhancements to operating support system flow-through and manual
provisioning, French language support, and to Oracle(R) and
Solaris(TM) version support.  The Company also released Inventory
Comparison version 1.1, a software tool which extracts data from
the SWITCH/FOMS database (Telcordia OSS cross-connect database) to
speed up and further automate the ControlPoint installation and
cut-over process, including the implementation of the initial
robotic cross-connections and synchronization of the CMS and
SWITCH/FOMS databases.  During the same period, the TAC function
was supporting the Company's principal customer in the physical
conversion of its central offices towards NHC's latest CMS
software, as well as on contributing to the successful completion
of France Telecom's field trial of our systems.

The Company also announced that effective Feb. 24, Andrew Lipman
has resigned as a member of the board of directors.

               Update on Funding and Restructuring Plan

Historically, the Company financed its operations mainly through
stock issuances, the collection of sales to its customers, the
collection of research and development tax credits, and through
credit arrangements with its main supplier.  During the first six
months of fiscal 2005 and the past years, and to address its cash
requirements, the Company has been successful in completing a
number of financing arrangements.  Moreover, arrangements were
concluded with certain vendors for the repayment over time of
their late balance payable.

The Company requires an infusion of capital to repay its suppliers
and employees, and is actively pursuing various options with
potential lenders and investors, including:

   -- Earlier in fiscal 2005, the Company claimed its fiscal 2004
      R&D tax credits, from which approximately $0.20 million is
      expected to be collected during the next quarter of fiscal
      2005;

   -- As at January 28, 2005, a total of 3,405,658 warrants were
      "in-the- money", bearing an exercise price of between $0.61
      and $0.88.
      Should these warrants be exercised, they would provide the
      Company with cash proceeds totaling $2.59 million. At the
      same date, these warrants have a remaining life of between 6
      and 12 months;

   -- In connection with a private placement completed during the
      first quarter of 2005, for a period of nine months ending
      May 12, 2005, a third-party investor was granted the right
      to invest up to US$2 million in the Company in accordance
      with terms previously disclosed.

There can be no assurance that these transactions will be
completed and/or collected as disclosed above.  Moreover, except
for these transactions, no agreements with potential lenders or
investors have been reached yet and there can be no assurance that
such agreements will be reached.

During the first quarter of fiscal 2005, the Company reached an
agreement with a third-party investor to issue upon closing an
aggregate of 1,200,000 shares for gross cash proceeds of $1.56
million under terms previously disclosed.  As of January 28, 2005,
prior to the formal closing of the financing contemplated above,
such third-party investor had advanced $1 million.  Nevertheless,
the Company is now informed that the remaining balance of such
proceeds in the amount of $0.5 million will most likely not be
invested.

After the end of the second of fiscal 2005, the Company initiated
additional cost-cutting measures, including a decrease of its
total headcount for an indefinite period of time, maintained its
salary cuts averaging 10% to 20% of the base salary as initially
implemented in fiscal year 2003, and will pursue efforts to
schedule or reschedule payments to be made to certain of its
vendors and employees.

The Company's cash and cash equivalents on hand as of January 28,
2005 of $5,000, and the cash from the collection of the fiscal
2004 research and development tax credits could be insufficient to
meet its committed cash obligations and expected level of expenses
incurred during the third quarter of fiscal 2005.  The Company's
ability to continue as a going concern depends on the financial
support of its shareholders or/and on obtaining financing from
other sources and on its capacity to generate future profits and
achieve profitable operations.

The number of issued and outstanding shares as at Jan. 28, 2005
was 41,564,981.

For the second quarter of fiscal 2005, cash and cash equivalents
decreased by $1.23 million, mainly attributable to the cash used
by operating activities of $2.24 million, net of the cash provided
by financing activities of $1.03 million.

As at January 28, 2005, the Company's working capital deficiency
was $4.85 million.  However, this included an amount of $1.72
million representing the difference between the short-term portion
of the deferred revenue of $8.93 million and the short-term
portion of the deferred expenses of $7.21 million, and which
difference is expected to be decreased from the working capital
deficiency in the current fiscal year. Moreover, the Company
expects that the $1.06 million private placement transaction
previously mentioned will be completed during the next quarter, at
which time the working capital deficiency will be decreased by
this same amount.

                        About the Company

NHC Communications Inc. -- http://www.nhc.com/-- is a leading  
provider of products and services enabling the management of voice
and data communications for telecommunication service providers.  
NHC's ControlPoint(R) solutions utilize a high-performance
software driven Element Management System controlling an
automated, true any-to-any copper cross-connect switch, to enable
incumbent local exchange carriers and other service providers to
remotely perform the four key tasks that historically have
required manual on-site management.  These four tasks fundamental
to all operations are loop qualification, deployment and
provisioning, fallback switching and service migration of Voice
and Data services including DSL and T1/E1. Using ControlPoint,
NHC's customers avoid the risk of human error and dramatically
reduce labour and operating costs.  NHC maintains offices in
Montreal, Quebec and Paris, France, and with local representation
in the United States.

At Jan. 28, 2005, NHC Communications' balance sheet showed a
C$4,450,000 stockholders' deficit, compared to a C$6,140,000
deficit at July 30, 2004.


NORTEM N.V.: Declares Amount of Initial Liquidating Distribution
----------------------------------------------------------------
Nortem N.V. in Liquidation (Nasdaq:MTCH), f/k/a "Metron Technology
N.V." intends to make an initial liquidating distribution to its
shareholders pursuant to Article 2:23b Paragraph 6 of the
Netherlands Civil Code in the amount of $3.75 per share, to the
shareholders of record on March 4, 2005.  Nortem currently expects
that the initial liquidating distribution will be made on
March 11, 2005.  

Due to the normal administrative process involved in making a
distribution to shareholders, including delays involving wire
transfers and/or receipt of checks via mail, there may be a lag of
several days between the time of distribution by Nortem and the
time the distribution is received by a shareholder.  

Nortem is retaining a reserve of approximately US$20 million for
liquidation expenses, Dutch corporate taxes and for any unforeseen
or not yet quantifiable liabilities.  A final liquidating
distribution will be made after the Company has filed its
liquidation accounts and plan of distribution in The Netherlands,
and when all of Nortem's outstanding liabilities have been paid.  
The timing and amount of the final liquidating distribution will
be determined by Nortem's liquidators in accordance with the plan
of distribution.  Nortem currently expects the amount of the final
liquidating distributions to be in the range of approximately
$0.95 to approximately $1.04 per share, prior to the effect of tax
withholding requirements and in the section of Nortem's definitive
annual proxy statement filed for its fiscal year 2005, as filed
with the Securities and Exchange Commission on November 12, 2004,
entitled "Proposal 2-Dissolution and Liquidation of Metron-
Material U.S. Federal Income Tax Consequences to U.S. Holders of
Metron Common Shares" and "Proposal 2-Dissolution and Liquidation
of Metron-Certain Netherlands Tax Considerations For Shareholders
Not Residing In The Netherlands."  

The amount of the final liquidating distribution will depend on a
number of factors, including the costs of operations during the
liquidation period, other related costs involved in the wind down
and liquidation of Nortem, and whether Nortem is successful in
negotiating a cash prepayment or redemption of the convertible
debentures or cancellation or amendment of the warrants for an
amount less than the holders of the convertible debentures and
warrants would be entitled to receive if such holders converted
their debentures or exercised their warrants.

                      Delisting from Nasdaq

Nortem also said that Nasdaq notified Nortem on Feb. 23, 2005,
that Nortem will be delisted from The Nasdaq National Market on
March 4, 2005, unless Nortem requests a hearing with Nasdaq no
later than March 2, 2005.  In its letter to Nortem, Nasdaq stated
that it believed that Nortem was not currently engaged in active
business operations, and therefore constitutes a "public shell"
company pursuant to Marketplace Rules 4300, 4330(a)(3) and
4450(f), and that Nasdaq has determined to apply more stringent
criteria to preserve and strengthen the quality and integrity of
The Nasdaq National Market and therefore has determined to delist
Nortem.  Nortem intends to make a request for an administrative
hearing with Nasdaq, which will stay the delisting of Nortem's
common shares pending a decision by a Nasdaq Listing
Qualifications Panel.

                  Certain Trading Restrictions

Once Nortem ceases to be listed on Nasdaq, pursuant to Dutch law,
any transfers of Nortem common shares that constitute a change in
the record ownership of such shares will require a deed to that
effect to be executed in front of a notary practising in the
Netherlands.  In addition, Shareholders should be aware that they
must observe any applicable securities laws and regulations,
including but not limited to the provisions of the Netherlands Act
on the Supervision of the Securities Trade 1995, if applicable, in
relation to any offering of common shares of Nortem.  Shareholders
of Nortem are advised that they will be responsible for obtaining
Dutch counsel to complete any sale or transfer of shares that
constitutes a change in the record ownership of such shares or
involves an offer in or from within The Netherlands if Nortem is
delisted from The Nasdaq National Market.

                     Withholding Tax Matters

Nortem will be required under Dutch law to make tax withholdings
from the final liquidating distribution to its shareholders with
respect to the portion of the final liquidating distribution that
is deemed a "dividend" for Dutch tax law purposes.  The
withholding rate under Dutch tax law is 25% (of the deemed
"dividend" amount), although, as described in the 2005 Proxy
Statement, many countries, including the U.S., have tax treaties
with The Netherlands that may entitle shareholders resident in
such countries to a reduced withholding tax rate.

As a result of continued negotiations with the Dutch tax
authorities and due to changes in the exchange rate between the
U.S. dollar and the EURO subsequent to the date of the filing of
the 2005 Proxy Statement, the amount of the liquidating
distributions that will be deemed a "dividend" for Dutch tax
purposes (and therefore be subject to Dutch withholding tax) is
now anticipated by Nortem to be significantly smaller than was
initially believed at the time of the 2005 Proxy Statement.  We
expect that the actual amount of the liquidating distributions
that will constitute a "dividend" for Dutch tax purposes will be
set definitively with the Dutch tax authorities in the next few
weeks, based upon the then-prevailing exchange rates; however, if
such amount were determined at the time of this press release,
Nortem estimates that the total withholding obligation to be
ultimately borne by the shareholders, determined at the maximum
25% rate for all shareholders, would constitute between $0.02 and
$0.03 per share (which would be withheld only from the final
liquidating distribution and which could be partially refunded by
Dutch tax authorities to shareholders that are entitled to a
reduced treaty rate).

Nortem stated in its 2005 Proxy Statement that it would allow
individual shareholders who qualify for a reduced Dutch tax
withholding rate to file the proper paperwork with Nortem to allow
Nortem to reduce the amount of Dutch tax withheld from the final
liquidating distribution to such individual shareholders, due to
Nortem's initial estimate of the magnitude of the likely Dutch
withholding taxes to its shareholders.  However, if Nortem
implemented procedures to allow its shareholders to make reduced
withholding elections, the additional costs incurred by Nortem
would reduce the total amount distributable to shareholders.  
Furthermore, in order to allow this procedure, Nortem would likely
have to delay making its final distribution.  Given the
withholding amounts currently anticipated to be applicable to its
shareholders, Nortem has determined that the value to its
shareholders of making reduced withholding tax elections is
outweighed by the added expense and delay that would be required
to allow such variations in distribution amounts among
shareholders.  Therefore, Nortem intends to withhold from the
final liquidating distribution at the general Dutch tax
withholding rate (25% of the Dutch "dividend" amount) with respect
to all shareholders; after the liquidating distribution, a
shareholder eligible for treaty benefits will be entitled to file
for a refund of amounts withheld in excess of the applicable
treaty rates with the Dutch tax authorities in The Netherlands.

                        About the Company  

Nortem N.V. f/k/a Metron Technology N.V. provides outsource
solutions to the semiconductor industry.  Metron is focused on
delivering outsourcing alternatives to semiconductor device
manufacturers, original equipment manufacturers -- OEM's -- and
suppliers of production materials.  The Company provides
semiconductor device manufacturers with an alternative for
outsourcing non-core, critical functions of the wafer fabrication
facility -- fab.


OMI TRUST: Likely Interest Payment Delay Cues S&P to Pare Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-2 certificates from OMI Trust 1999-E to 'CC' from 'CCC-'.

The lowered rating reflects the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investment.  The rating on class M-2 from OMI
Trust 1999-E is being lowered to 'CC' in anticipation of a
liquidation loss interest shortfall on the next payment date.  
Standard & Poor's believes that an interest shortfall will occur,
given the adverse performance trends displayed by the underlying
pool of manufactured housing retail installment contracts
originated by Oakwood Homes Corp., and the location of the M-2
class write-down interest at the bottom of the transaction's
payment priorities (after distributions of senior principal).

Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction in anticipation of future
defaults.


OXFORD AUTOMOTIVE: Plan Confirmation Hearing Moved to Mar. 9
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
rescheduled the plan confirmation hearing of Oxford Automotive,
Inc., and its debtor-affiliates' First Amended Plan of
Reorganization to March 9, 2005, at 10:00 a.m.

As previously reported, the Plan is the result of extensive
negotiations among the Debtors, the secured noteholder committee
and equity holders.  The Debtors intend to reorganize around their
European-based businesses and sell or otherwise liquidate all of
their other assets.

Secured Claims against Oxford (other than those of Oxford
Investment Group, Inc.) and Priority Claims will be paid in full.

The Impaired Classes are:

     * class 2 secured note claims against each Debtor;

     * class 3(i)c other secured claims of Oxford Investment
       Group, Inc.; and

     * general unsecured claims against each Debtor.

No distributions will be made on account of Intercompany Claims
and Equity Interests or to unsecured creditors of the North
American Debtors.

Headquartered in Troy, Michigan, Oxford Automotive, Inc. --
http://www.oxauto.com/-- is a Tier 1 supplier of specialized
metal-formed systems, modules, assemblies, components and related
services for the automotive industry.  Oxford's primary products
include structural modules and systems, exposed closure panels,
suspension systems and vehicle opening systems, many of which are
critical to the structural integrity and design of the vehicle.
The Company and its debtor-affiliates filed for chapter 11
protection on December 7, 2004 (Bankr. E.D. Mich. Case No.
04-74377).  I. William Cohen, Esq., at Pepper Hamilton LLP
represents the debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$727,023,000 in total assets and $771,325,000 in total debts.


OWENS CORNING: Wants to Restrict Equity Trades to Protect NOLs
--------------------------------------------------------------
Owens Corning and its debtor-affiliates Judge Fitzgerald of the
U.S. Bankruptcy Court for the District of Delaware to establish
certain notice and waiting periods governing transfers of equity
securities of Owens Corning.  The Debtors want to monitor certain
transfers of equity and ensure that they are in a position to act
expeditiously to prevent the transfers if necessary.  The Debtors
require advance notice of transfers that may jeopardize their tax
attributes and will enable the Debtors, if necessary, to obtain
substantive relief from the Court.

The Debtors explain that they currently possess valuable tax
attributes, including net operating loss carryforwards that may
substantially exceed $130 million as of December 31, 2004, and
certain unrealized built-in deductions in excess of $1 billion,
that are expected to be realized when the Debtors emerge from
Chapter 11.

The Debtors tell the Court that the Tax Attributes are an
extremely valuable asset of their estates because under the
Internal Revenue Code, the Tax Attributes generally can be
utilized to offset their taxable income in the taxable year in
which they are realized, with any excess generally being carried
forward -- and thus reducing the Debtors' future aggregate tax
obligations -- or being carried back -- and generating refunds of
taxes paid in prior taxable periods.

The Debtors note that the tax savings generated by the Tax
Attributes -- and the accompanying increase in the Debtors' cash
flow while they are subject to Chapter 11, as well as after they
emerge from Chapter 11 -- will greatly facilitate their successful
reorganization.  The Debtors point out that in In re Phar-Mor,
Inc., 152 B.R. 924, 927 (Bankr. N.D. Ohio 1993), the bankruptcy
court recognized that "what is certain is that NOL has a potential
value, as yet undetermined, which will be of benefit to creditors
and will assist [the debtors] in their reorganization process.  
This asset is entitled to protection while [the debtors] move
forward toward reorganization."

The Debtors inform the Court that a corporation's ability to use
its tax attributes is subject to certain limitations under the
IRC.  One limitation is contained in 26 U.S.C. Section 382, which,
for a corporation that undergoes an "ownership change," limits
that corporation's ability to use its tax attributes to offset
future income and, in certain circumstances, carry back those tax
attributes to offset taxable income in prior taxable periods.  For
purposes of Section 382, an "ownership change" occurs if,
immediately after a "testing date," as measured during a rolling
3-year "testing period," the percentage of the corporation's stock
-- measured by value -- held by certain significant shareholders
-- shareholders owning 5% or more -- increases by more than 50
percentage points.

If an ownership change under Section 382 occurs, the corporation's
use of its tax attributes becomes subject to an annual limitation.  
The amount of the annual limitation generally equals the value of
the corporation's equity on the change date multiplied by the
"long-term tax-exempt rate," a rate which is published monthly by
the Internal Revenue Service and is 4.27% for ownership changes
occurring in February 2005.

The Debtors report that their current market capitalization, which
is approximately $115 million as of February 23, 2005, would
likely be considered to be the value of the corporation for
purposes of Section 382.  Using a long-term tax-exempt rate of
4.27%, if the Debtors experienced an ownership change prior to
emerging from Chapter 11, their ability to use their Tax
Attributes to offset future taxable income could be limited to
approximately $4.9 million per year and they would likely be
unable to carry back to prior taxable years -- and receive a tax
refund with respect to -- certain of such Tax Attributes after
they are realized upon emergence.

Once all or part of a Tax Attribute is limited under Section 382,
its use is generally limited forever, and once an equity interest
in a loss corporation is transferred, the transfer cannot be
nullified without court action.  Thus, unrestricted transfers of
Owens Corning's equity securities prior to emerging from Chapter
11 could hinder the Debtors' reorganization efforts by limiting
their ability to maximize the utilization of their Tax Attributes.

As a result of filings made with the Securities and Exchange
Commission, the Debtors are aware of at least two entities that
have acquired significant equity positions in Owens Corning within
the applicable three-year testing period:

   1.  Harbert Distressed Investment Master Fund Ltd. acquired
       approximately 5.5 million shares of Owens Corning's common
       stock -- approximately 10% of the shares outstanding -- in
       the period leading up to December 3, 2004; and

   2.  Lehman Brothers Holdings, Inc. acquired approximately
       3.9 million shares of Owens Corning's common stock --
       approximately 7% of the shares outstanding -- in the same
       time period.

The Debtors tell Judge Fitzgerald that the aggregate 17% interest
acquired by these two entities is treated under Section 382 as
contributing towards an ownership change of the Debtors.  The
amount, when combined with other shifts in the ownership of Owens
Corning's common stock during the three-year testing period
aggregating over 8 percentage points, lead the Debtors to conclude
that there has already been an increase in the ownership of its 5%
shareholders of approximately 25 percentage points during the
current three-year testing period.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At
Sept. 30, 2004, the Company's balance sheet shows $7.5 billion in
assets and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
100; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Asbestos Constituencies File Post-Trial Reply Brief
------------------------------------------------------------------
The Official Committee of Asbestos Claimants and the Legal
Representative for Future Asbestos Claimants appointed in the
chapter 11 cases of Owens Corning and its debtor-affiliates insist
that the best and most reasonable asbestos liability estimate is
one that falls within a range bounded by the preferred forecast of
Drs. Peterson and Rabinovitz.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, recounts Judge Fullam's question during Dr. Vasquez's
testimony:

      "My point is not so much whether you should count
      verdicts, but whether you can use settlement values
      either?  They were a product of the tort system.  If
      you're going to reject the tort system for the
      future, what basis do you have for anything?"

According to Mr. Inselbuch, Judge Fullam's question hit the nail
exactly on the head.  "The only valid bases for estimating the
Debtors' liabilities for asbestos personal injury claims are
values established, and the criteria for payment developed, by
Owens Corning and Fibreboard's prepetition resolution of hundreds
of thousands of similar claims," Mr. Inselbuch says.  "Any other
approach ignores reality and replaces the sound evidence from the
claims history with utter speculation.  The law does not permit
such a radical departure from reality."

The Asbestos Constituencies' 60-page Reply to the Bank Debt
Holders' Post-Trial brief tells the Court why their estimation
method is the best and valid method, in contrast, with Bank Debt
Holders':

   * The Bank Debt Holders' approach of using claims "allowance"
     criteria to estimate the aggregate amount of Owens Corning's
     asbestos liability is wrong as a matter of law;

   * The alleged tort system "distortions" identified by the Bank
     Debt Holders were known to Owens Corning, addressed in
     settlement negotiations and factored into Owens Corning's
     claims values and are otherwise non-quantifiable;

   * The Bank Debt Holders' criticisms of Drs. Peterson and
     Rabinovitz are unfounded and should be rejected; and

   * The Bank Debt Holders completely fail to challenge the Plan
     Proponents' estimate of liability based on valuing only
     "gold standard" cases.

                Use of Claims Allowance Criteria

According to Mr. Inselbuch, the Bank Debt Holders' approach
confuses claims estimation for purposes of plan confirmation with
claims allowance for the purpose of distribution of the assets of
the Section 524(g) asbestos trust to asbestos claimants.  The
claims "allowance" criteria that the Bank Debt Holders are
proposing for estimating asbestos personal injury claims are far
more restrictive than what an asbestos claimant is required to
establish under the state tort law to obtain compensation.  The
approach violates the cardinal principle that the validity and
amount of a claim are determined by state substantive law.

Mr. Inselbuch asserts that it is improper to utilize claims
"allowance" criteria from a trust distribution process.  The trust
distribution procedures are the product of an agreement between
Asbestos Claimants Committee and the Futures Representative
concerning how to distribute, between and among themselves, the
Asbestos Trust's share of Owens Corning assets, which share will
necessarily fall far short of fully compensating all valid claims.  
"The TDP is subject to the Court's approval at the ultimate
confirmation hearing," Mr. Inselbuch states.  "The Plan Proponents
know of no court -- and the Bank Debt Holders cite to none -- that
has ever applied the allowance criteria of a TDP to estimate the
aggregate amount of asbestos claims for the purpose of allocating
a debtors' limited assets among its competing creditor
constituencies."

                   The Federal MDL Litigation

The Bank Debt Holders' assertion that Judge Weiner's rulings in
the federal MDL litigation also should have an impact on Owens
Corning's estimation is misapplied in the case.  Mr. Inselbuch
explains that Judge Weiner's rulings defer the trial of certain
classes of claims and the consideration of punitive damages.  They
do not hold or even imply that any of those claims are invalid or
non-compensable.  The MDL orders deal with matters of priority for
scheduling and trial and case management.  They are not
substantive ruling that non-malignant cases are non-compensable
including those brought by so-called "unimpaired" claimants.  
Judge Weiner's administrative dismissals are without prejudice and
toll the statutes of limitation.  Those dismissals are subject to
a plaintiff's right to return the case to active status by
"show[ing] some evidence of asbestos exposure and evidence of an
asbestos related disease."

                     Distorted Tort System

Owens Corning's settlement history and claims values already
reflect the issues on distortions in the tort system, both in the
price Owens Corning would pay to resolve cases and in the criteria
it used for determining which claims it would pay and which it
would reject.  Accordingly, the District Court should base its
estimation on the approved approach of using Owens Corning's
historical claims database as the basis for forecasting its future
asbestos liability.

                    Thumbs Down for Dr. Dunbar

Mr. Inselbuch insists that only the estimations of Drs. Peterson
and Rabinovitz correctly use Owens Corning's historical claims
experience as a basis for projecting its present and future
asbestos liability.  The supposed "real world" and alleged
"systematic" study that the Bank Debt Holders repeatedly assert
was conducted by their expert, Dr. Dunbar, is no more than a
cynical means of purging Owens Corning of its asbestos personal
injury liability based on a wish list of defenses.  Dr. Dunbar's
"study" ignores that the same defenses were utilized by Owens
Corning to try to minimize its liability in the tort systems, but
that they frequently failed on substantive, not procedural
grounds.

                      "Gold Standard Cases"

The Bank Debt Holder's approach is neither logical nor
permissible, and it ignores how claims are evaluated, valued and
resolved under the legal system.  The claims that survive all of
the Bank Debt Holders' "allowability criteria" would not be
"average" asbestos claims in any sense of the word; they would be
gold standard cases where liability and injury were not subject to
dispute.  If the Court is at all inclined to accept the Bank
Debt Holders' definition of allowable claim, then the claims that
survive must be valued by reference to the verdict history.  The
results will be in a value of at least $5 billion dollars for the
pending claims and another $15 billion for the future claims.

A full-text copy of the Asbestos Constituencies' Reply is
available at no cost at:

             http://bankrupt.com/misc/OWCTab48.pdf

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At
Sept. 30, 2004, the Company's balance sheet shows $7.5 billion in
assets and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
100; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARMALAT USA: Court Adjourns Confirmation Hearing to March 7
------------------------------------------------------------
The hearing to consider confirmation of Parmalat USA Corporation,
Milk Products of Alabama, LLC, and Farmland Dairies, LLC's Plan of
Reorganization has been adjourned to March 7, 2005, at 10:00 a.m.

As reported in the Troubled Company Reporter on Jan. 17, 2005,
Judge Drain of the U.S. Bankruptcy Court for the Southern District
of New York found that the Parmalat U.S. Debtors' Disclosure
Statement, as revised, contains adequate information within the
meaning of Section 1125 of the Bankruptcy Code.  Accordingly,
Judge Drain approved the revised Disclosure Statement.

As reported in the Troubled Company Reporter on Dec. 9, 2004, the
cornerstone of the plan is an agreement that was reached between
GE Commercial Finance, the lessor of a majority of Farmland's
manufacturing equipment at its New Jersey and Michigan production
facilities, and the Unsecured Creditors Committee.

The plan calls for the satisfaction of the company's prepetition
liabilities through the issuance of cash, notes, stock and rights
to pursue certain causes of action.  Specifically, Farmland's
unsecured creditors will receive cash, a note, and preferential
rights of recovery from causes of action pursued by a litigation
trust.  Farmland is expected to emerge as a stand-alone entity
that will be majority owned by GE Commercial Finance on behalf of
the lessor group.

The Debtors filed a revised Plan on Jan. 13, 2005.  The revised
Disclosure Statement and Plan reflect technical modifications and
minor adjustments.  The changes also reflect results of certain
settlements and stipulations relevant to the implementation of the
Debtors' Plan.

A black-lined version of revised Plan of Reorganization is
available for free at:

    http://bankrupt.com/misc/Chapter_11_Plan_blacklined.pdf


Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04- 11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.  
(Parmalat Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PAYLESS CASHWAYS: Administrative Insolvency Prompts Dismissal Move
------------------------------------------------------------------
Steven Nerger and Craig Graff at Silverman Consulting, Inc.,
serving as the Chapter 11 Trustees overseeing Payless Cashways,
Inc.'s chapter 11 proceeding, asks the U.S. Bankruptcy Court for
the Western District of Missouri to dismiss the Debtor's chapter
11 cases because it'll be impossible to effectuate a plan.

Kathryn B. Bussing, Esq., at Blackwell Sanders Peper Martin, in
Kansas City, Missouri, tells the Court that the Debtor is
administratively insolvent and will only be able to make a 20% (or
less) distribution to holders of allowed administrative claims.  
Any attempt to file and confirm a liquidating plan will yield no
benefit to Payless Cashway's unsecured creditors.  

On September 20, 2004, the Trustee distributed around $2.8 million
to holders of administrative claims representing approximately
17.48% of their allowed claims.  

The Trustee wants the case dismissed effective March 31, 2005,
except with respect to:

   a. final approval and payment of professional fee applications,
      and

   b. distribution of any remaining funds in the control of the
      estate.

Payless Cashways, a retail operator of building material stores
filed for chapter 11 on June 4, 2001.  Kathryn B. Bussing, Esq. at
Blackwell Sanders Peper Martin represents the Chapter 11 Trustee.
When the Company filed for protection from its creditors, it
listed $552,962,000 in assets and $473,305,000 in debts.


PAYLESS CASHWAYS: Trustee Wants to Assign Assets to Congress Fin'l
------------------------------------------------------------------
Steven Nerger and Craig Graff at Silverman Consulting, Inc.,
serving as the Chapter 11 Trustees overseeing Payless Cashways,
Inc.'s chapter 11 proceeding, ask the U.S. Bankruptcy Court for
the Western District of Missouri for authority to abandon and
assign these estate assets and interests to Congress Financial
Corporation:

   a. the Debtor's interest in default judgments obtained in
      vendor debit collections;

   b. the Debtor's interest in recoveries from foreclosures of
      liens, criminal restitution, and third-party litigation;

   c. the Debtor's interest in accounts receivable collections
      maintained by Hilco Receivables; and

   d. the Debtor's interest in enforcement of judgments obtained
      in adversary actions brought under chapter 5 of the
      Bankruptcy Code.

Kathryn B. Bussing, Esq., at Blackwell Sanders Peper Martin, in
Kansas City, Missouri informs the Court that these assets:

   (1) constitute collateral of Congress Financial Corporation; or

   (2) in the Trustee's business judgment, provide no benefit and
       have no value to the estate.

Payless Cashways, a retail operator of building material stores
filed for chapter 11 on June 4, 2001.  Kathryn B. Bussing, Esq. at
Blackwell Sanders Peper Martin represents the Chapter 11 Trustee.
When the Company filed for protection from its creditors, it
listed $552,962,000 in assets and $473,305,000 in debts.


PHOTOWORKS: Will Reduce 50% of Production Staff to Cut Costs
------------------------------------------------------------
PhotoWorks, Inc., has experienced significant revenue declines and
has incurred operating losses in the past several years.  For
fiscal 2004, cash flow used in operations was $1,600,000,
primarily attributable to a net loss of $1,672,000.  For the first
quarter of fiscal 2005, cash flow used in operations was $144,000.  
As compared to prior periods, the net loss is primarily due to
lower film processing revenues.  Cash and cash equivalents have
declined from $4,756,000 at the beginning of fiscal 2004 to
$2,197,000 as of December 25, 2004.  The Company expects a further
decline in cash and cash equivalents in fiscal 2005 primarily due
to continued operating losses resulting from declines in film
revenues.

                    Costs Reduction Efforts

PhotoWorks has taken various actions, including workforce
reductions and reduced operating expenditures to more closely
align its cost structure with its reduced revenue levels and to
improve its operating margins and cash flows.  The Company also
expects to lower its costs through a combination of production
efficiencies and use of third-party providers.  However, the
Company is subject to certain risks similar to other companies
serving the digital products and services market such as system
performance problems due to technical difficulties, competition
from other companies with possibly greater financial, technical,
and marketing resources and the risks of executing on its current
business plan.

In January 2005, the Company signed an agreement with a wholesale
photofinisher whereby that photofinisher will process all mail
order film processing and reprint orders.  The transition to
outsource these operations is anticipated to be completed towards
the end of the Company's second quarter or early in the third
quarter of fiscal 2005.  Pursuant to this agreement, the Company
will initiate a reduction in force, representing approximately 50%
of its current workforce, primarily production personnel.  The
Company expects to record a charge of approximately $200,000
related to workforce reductions in its second quarter ending March
26, 2005.  The equipment used in the film processing operations
will be fully depreciated by the end of the second quarter of
fiscal 2005.  Therefore, no additional writedowns to equipment
will be recorded. Management believes it will be able to use all
of the inventory currently on hand prior to the transition.

                 Financing and Recapitalization

Prior to the above action, on December 22, 2004, the Company
announced that it had accepted a non-binding term sheet from an
investor group for a $4 million capital investment.  Subject to
negotiation of definitive agreements and customary closing
conditions, Sunra Capital Holdings, Orca Bay Partners, and
Madrona Venture Group will purchase $2 million in subordinated
notes, convertible into common stock at a conversion price of
$.1078 per share and warrants to purchase an additional
approximately 1.9 million shares of common stock at a price of
$.21 per share.  These subordinated notes will automatically
convert into common stock at the conversion price upon approval by
the Company's shareholders of a recapitalization proposal that
will be submitted to the Company's shareholders at the annual
meeting to be held in March 2005.  In addition, upon approval of
the recapitalization proposal, the investor group will purchase an
additional $2 million of common stock at $.1078 per share and
warrants to purchase an additional 1.9 million shares at $.21 per
share.

Under the recapitalization proposal to be submitted to
shareholders for their approval, the holders of the Company's
outstanding Series A Preferred Stock will convert their shares
into 20,746,888 shares of common stock at a conversion price of
$.723 per share.  The holders of the Company's outstanding
subordinated debentures due April 2006 will convert the
$2.5 million principal balance of the debentures into common stock
at a conversion price of $.11 per share.  There can be no
assurance that PhotoWorks will be able to negotiate definitive
agreements with the investor group or obtain alternate sources of
financing.

Management believes that if the Company is successful in acquiring
the additional financing referred to above and the
recapitalization proposal is approved, based on its current
operational plans, current cash balances and future cash flows,
the Company will have sufficient cash to fund its operations
through at least the next twelve months.  However, if the Company
is not able to successfully complete the proposed financing and
related recapitalization, the Company will need to raise
additional financing and may need to further reduce its
expenditures to be able to continue operations.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.

PhotoWorks(R), Inc. (OTCBB:FOTO) is an online photography services
company. With a 25-year national heritage (formerly known as
Seattle FilmWorks), PhotoWorks helps photographers -- both film
and digital -- share and preserve their memories with innovative
and inspiring products and services.  Every day, photographers
send film, memory cards and CDs, or go to
http://www.photoworks.com/to upload, organize and email their  
pictures, order prints, and create Signature Photo Cards and
Custom Photo Books.  Offering a 100% satisfaction guarantee,
PhotoWorks has been awarded an "Outstanding" rating by The Enderle
Group technology analysis firm.  More information on the Company
is available at http://www.photoworks.com/or by e-mailing
customercare@photoworks.com

At Dec. 25, 2004, PhotoWorks Inc.'s balance sheet showed a
$1,492,000 stockholders' deficit, compared to a $536,000 deficit
at Sept. 25, 2004.


PROPEX FABRICS: Launches Offer to Exchange 10% Senior Notes
-----------------------------------------------------------
Propex Fabrics Inc. is commencing an offer to exchange its 10%
Exchange Senior Notes due 2012, which have been registered under
the Securities Act, for any and all of its outstanding 10% Senior
Notes due 2012.  The original notes were issued on Dec. 1, 2004.  

At the time of the issuance of the original notes, the Company
agreed to offer to exchange the original notes for registered
notes.  The exchange offer is intended to satisfy those
requirements.  The form and terms of the exchange notes are the
same as the form and terms of the original notes except that:

     (i) the exchange notes will have been registered under the
         Securities Act and, therefore, will not bear legends
         restricting their transfer, and

    (ii) holders of the exchange notes generally will no longer
         require the need for having their notes registered.

The exchange notes will evidence the same debt as the original
notes (which they replace), and will be issued under, and will be
entitled to the benefits of, the same indenture which governs the
original notes.

The exchange offer will expire at 5:00 p.m., New York City time on
March 29, 2005, unless extended by the Company in its sole
discretion.  A prospectus, dated Feb. 25, 2005, relating to the
exchange offer and setting forth the terms of the exchange notes
is being mailed to record holders of the original notes.

The Exchange Agent for the exchange offer is Wells Fargo Bank,
N.A., Corporate Trust Operations, Sixth and Marquette, MAC N9303-
121, Minneapolis, Minnesota 55479.

                        About the Company

Propex Fabrics Inc. is the world's largest producer of primary and
secondary carpet backing, and a leading manufacturer and marketer
of polypropylene synthetic fabrics used in a variety of other
industrial applications.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2004,
Moody's Investors Service assigned these ratings to Propex
Fabrics, Inc.:

   * $175 million Guaranteed Senior Secured Credit Facility due
     2012 rated B3;

   * $150 million issue of Senior Notes due 2012, rated Caa1;

   * Senior Implied Rating of B3;

   * Issuer Rating of Caa2.

The rating outlook is stable.

This is the first time Moody's has rated the debt of Propex.  Upon
the determination of the financial covenant tests under the credit
facility, a speculative grade liquidity rating will be assigned.

The proceeds of the contemplated transactions plus $70 million of
cash equity and $25 million in seller notes will be used to fund
the $340 million acquisition of Propex from BP Amoco.  The new
corporate entity will consist of a holding company, Propex
Holdings, Inc., which will contribute $95 million of common equity
to its wholly owned subsidiary, Propex, who is the borrower under
the credit facility and the notes.  The borrowings will be
guaranteed by Holdings.

The ratings reflect the high pro forma leverage and the weak cash
flow to service that debt.  Pro forma total debt to last twelve
months ended September 30, 2004, EBITDA is 5.3 times (or 6 times
as adjusted for $33.4 million unfunded pension liability).  
Likewise, pro forma cash from operations less capex for the last
twelve months ended September 30, 2004, to total debt adjusted for
the unfunded pension liability is weak at 6.3% and Moody's
estimates that this measurement will decline to roughly 3% for
fiscal 2005.  The ratings also reflect:

   (1) a three year history of operating losses from the North
       American industrial fabrics segment which represents 20% of
       their revenue base and operating losses in 2001 and 2003
       for the European segment which represents 15.4% of sales;

   (2) declining free cash flow (inclusive of working capital uses
       of $16 million for the last twelve months September 30,
       2004 and estimated use of $11 million for fiscal 2005)
       despite sequential declines in capex; and

   (3) amount of US asset protection vis a vis total debt.

The ratings also reflect the insufficient EBIT-based fixed charge
coverage of 0.9 times pro forma for the twelve months ended
September 30, 2004.


QWEST COMMS: Bid for MCI Prompts S&P to Review Low-B Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Denver,
Co.-based diversified telecommunications carrier Qwest
Communications International, Inc., and subsidiaries, including
the 'BB-' corporate credit rating, on CreditWatch with negative
implications.  This follows the company's counter bid to Verizon
Communications, Inc., for long-distance carrier MCI, Inc., for
$3 billion in cash and $5 billion in stock.  MCI also has about
$6 billion of debt outstanding.

The ratings on MCI, including the 'B+' corporate credit rating,
remain on CreditWatch with positive implications, where they were
placed Feb. 14, 2005 following Verizon's announced agreement to
acquire the company.  The positive CreditWatch listing for the MCI
ratings reflects the company's potential acquisition by either
Verizon or Qwest, both of which are more creditworthy entities.
However, the positive CreditWatch listing of the 'B+' rating on
MCI's senior unsecured debt assumes no change to the current MCI
corporate and capital structure under an assumed acquisition by
Qwest, such that this debt would become structurally junior to
other material obligations.

"The negative CreditWatch listing of the Qwest ratings reflects
the higher business risk at MCI if its bid is ultimately
successful," explained Standard & Poor's credit analyst Catherine
Cosentino.  As a long-distance carrier, MCI is facing ongoing
stiff competition from other carriers, especially AT&T Corp.
Moreover, MCI is considered to be competitively disadvantaged
relative to AT&T in terms of its materially smaller presence in
the enterprise segment and fewer local points of presence -- POPs.
The latter, in particular, results in higher access costs relative
to AT&T.  Qwest also faces the challenge of integrating and
strengthening MCI's operations while improving its own
underperforming, net free cash flow negative long-distance
business.  These issues overshadow the positive aspects of Qwest's
incumbent local exchange carrier business that were encompassed in
the former developing outlook.

If Qwest's offer is accepted by MCI's shareholders, Standard &
Poor's will evaluate the company's plans for integrating MCI, its
financial plans, and longer-term strategy given the competitive
and consolidating telecommunications industry.  Moreover, the
status of the shareholder lawsuits is still uncertain and could be
a factor in the rating or outlook even after the CreditWatch
listing is resolved under an assumed successful bid by Qwest for
MCI at current terms.  As such, if Qwest's bid is rejected and it
terminates efforts to acquire MCI, ratings on Qwest will be
affirmed and removed from CreditWatch, and a developing outlook
will be reassigned.


RAYTECH CORP: Sale Hearing for Allomatic Shares Set for March 8
---------------------------------------------------------------
Laureen M. Ryan, the Chapter 11 trustee of the Estates of Raytech
Corporation's debtor-affiliates, Raymark Industries, Inc., Raymark
Corporation, and Universal Friction Composites, Inc., seeks
authority from the U.S. Bankruptcy Court for the District of
Connecticut, Bridgeport Division, to sell 41,904 shares of stock
in Allomatic Product Company, free and clear of all liens, claims
and encumbrances, back to Allomatic.  

The Sale Hearing will be held on March 8, 2005, 10:00 a.m. before
the Honorable Alan H. W. Shiff at:

      U.S. Bankruptcy Court for the District of Connecticut
      Bridgeport Division
      Courtroom No. 123
      915 Lafayette Boulevard
      Bridgeport, Connecticut 06604

Any potential purchaser, creditor or party-in-interest may obtain
copies of the Amended Sale Application and bidding procedures, for
a fee, by written request to the Trustee's counsel:

      Kristin B. Mayhew, Esq.
      Pepe & Hazard LLP
      Jeliff Lane
      Southport, Connecticut 06890-1436
      Tel: (203) 319-4000

Competing offers are due today.  Also, proof of financial ability
to close the sale must accompany the offer.

Objections, if any, must be filed and served on or before March 3,
2005, 4:00 p.m., and delivered to:

      a) Clerk of the Bankruptcy Court
         District of Connecticut
         Bridgeport Division
         915 Lafayette Boulevard
         Bridgeport, Connecticut 06604

      b) Counsel to the Trustee:

         Kristin B. Mayhew, Esq.
         Pepe & Hazard LLP
         Jeliff Lane
         Southport, Connecticut 06890-1436

      c) Counsel for Raytech Cororation:
         Skadden, Arps, Slate, Meagher &Flom
         Four Times Square
         New York, New York 10036
         Attn: Stephen F. Arcano, Esq.

Headquartered in Shelton, Connecticut, Raytech Corporation
operates manufacturing facilities in the U.S., Germany, England
and China as well as technology and research centers in Michigan,
Indiana and Germany.  The Company's operations are strategically
situated in close proximity to major customers and within easy
reach of geographical areas with demonstrated growth potential.
Raytech emerged from chapter 11 protection under its confirmed and
effective plan on April 2001.


RESIDENTIAL FUNDING: Fitch Puts Low-B Ratings on 4 Private Certs.
-----------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s -
RFMSI -- mortgage pass-through certificates, series 2005-S1:

    -- $452,819,190 classes I-A-1 through I-A-6, II-A-1 through
       II-A-3, I-A-P, I-A-V, II-A-P, II-A-V, R-I, R-II, and R-III
       certificates (senior certificates) 'AAA';

    -- $4,027,400 class I-M-1 'AA';

    -- $1,423,356 class II-M-1 'AA';

    -- $1,428,800 class I-M-1 'A';

    -- $406,600 class II-M-2 'A';

    -- $779,300 class I-M-3 'BBB';

    -- $305,000 class II-M-3 'BBB'.

In addition, these privately offered subordinate
certificates are rated by Fitch as:

    -- $519,600 class I-B-1 'BB';
    -- $203,300 class II-B-1 'BB';
    -- $389,600 class I-B-2 'B';
    -- $203,300 class II-B-2 'B';
    -- $389,741 class I-B-3 and $203,401 class II-B-3 are not
       rated by Fitch.

The mortgage pool consists of two groups of mortgage loans
referred to as the group I and the group II loans.  Loan group I
consists of mortgage loans with terms to maturity of generally not
more than 30 years and will be supported by the I-M-1, I-M-2, I-M-
3, I-B-1, I-B-2, and I-B-3 certificates.  Loan group II consists
of mortgage loans with terms to maturity of generally not more
than 15 years and will be supported by the II-M-1, II-M-2, II-M-3,
II-B-1, II-B-2, and II-B-3 certificates.

The 'AAA' rating on the group I senior certificates reflects the
2.90% subordination provided by:

        * the 1.55% class I-M-1,
        * the 0.55% class I-M-2,
        * the 0.30% class I-M-3,
        * the 0.20% privately offered class I-B-1,
        * the 0.15% privately offered class I-B-2, and
        * the 0.15% privately offered class I-B-3.

The 'AAA' rating on the group II senior certificates reflects the
1.35% subordination provided by:

        * the 0.70% class II-M-1,
        * the 0.20% class II-M-2,
        * the 0.15% class II-M-3,
        * the 0.10% privately offered class II-B-1,
        * the 0.10% privately offered class II-B-2, and
        * the 0.10% privately offered class II-B-3.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s - RFC -- master servicing capabilities (rated 'RMS1' by
Fitch).

As of the cut-off date, Feb. 1, 2005, the mortgage pool consists
of 1,034 conventional, fully amortizing, fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of approximately
$463,098,587.  The group I mortgage pool consists of 603 mortgage
loans with an aggregate principal balance of $259,777,920.  The
mortgage pool has a weighted average original loan-to-value ratio
of 68.24%.  The weighted-average FICO score of the loans in the
pool is 745, and approximately 74.88% and 2.70% of the mortgage
loans possess FICO scores greater than or equal to 720 and less
than 660, respectively.  Loans originated under a reduced loan
documentation program account for approximately 19.80% of the
pool, equity refinance loans account for 21.00%, and second homes
account for 3.00%.  The average loan balance of the loans in the
pool is approximately $430,809.  

The three states that represent the largest portion of the loans
in the pool are:

        * California (49.85%),
        * Virginia (9.08%), and
        * New York (4.90%).

The group II mortgage pool consists of 431 mortgage loans with an
aggregate principal balance of approximately $203,320,667.  The
mortgage pool has a weighted average original loan-to-value ratio
of 60.94%.  The weighted-average FICO score of the loans in the
pool is 751, and approximately 77.70% and 2.09% of the mortgage
loans possess FICO scores greater than or equal to 720 and less
than 660, respectively.  Loans originated under a reduced loan
documentation program account for approximately 18.39% of the
pool, equity refinance loans account for 24.96%, and second homes
account for 5.15%.  The average loan balance of the loans in the
pool is approximately $471,742.

The three states that represent the largest portion of the loans
in the pool are:

        * California (30.59%),
        * Texas (5.94%), and
        * Illinois (5.84%).

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as 'high
cost' or 'covered' loans or any other similar designation under
applicable state or local law in effect at the time of origination
of such loan if the law imposes greater restrictions or additional
legal liability for residential mortgage loans with high interest
rates, points, and/or fees.  For additional information on Fitch's
rating criteria regarding predatory lending legislation, see the
press release 'Fitch Revises Rating Criteria in Wake of Predatory
Lending Legislation,' dated May 1, 2003, available on the Fitch
Ratings web site at http://www.fitchratings.com/

All of the group I mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers except in the case of 29.6% of the mortgage loans, which
were purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly owned
subsidiary of the master servicer.  Approximately 12.5% and 10.3%
of the mortgage loans were purchased from Loancity.com and
Wachovia Mortgage Corp., respectively, each an unaffiliated
seller.  Except as described in the preceding sentence, no
unaffiliated seller sold more than approximately 5.6% of the
mortgage loans to Residential Funding.  Approximately 78.8% and
10.3% of the mortgage loans are being subserviced by HomeComings
Financial Network, Inc. (rated 'RPS1' by Fitch) and Wachovia Bank,
National Association, respectively.

All of the group II mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers except in the case of 14.5% of the mortgage loans, which
were purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly owned
subsidiary of the master servicer.  Approximately 20.9% and 14.8%
of the group II loans were purchased by the depositor through
Provident Funding Associates, L.P. and Suntrust Mortgage, Inc.,
respectively, each an unaffiliated seller.  Except as described in
the preceding sentence, no unaffiliated seller sold more than
approximately 9.7% of the mortgage loans to Residential Funding.
Approximately 60.5% of the mortgage loans are being subserviced by
HomeComings Financial Network, Inc.

U.S. Bank National Association will serve as trustee.  RFMSI, a
special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as three real
estate mortgage investment conduits.


RIDGE VIEW MANOR: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ridge View Manor LLC
        dba Ridge View Manor Nursing Home
        fdba William H. Zacher
        300 Dorrance Avenue
        Buffalo, New York 14220
        199 South Union Road
        Williamsville, New York 14221

Bankruptcy Case No.: 05-11310

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Legacy Health Care LLC                     05-11270

Type of Business: The Debtors operate nursing homes that offer
                  traditional nursing, sub-acute care,
                  rehabilitation, and assisted adult care.

Chapter 11 Petition Date: February 24, 2005

Court:  Western District of New York (Buffalo)

Judge:  Michael J. Kaplan

Debtors' Counsel: Elizabeth A. Green, Esq.
                  R. Scott Shuker, Esq.
                  Gronek & Latham, LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, Florida 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Ridge View Manor LLC      $100,000 to $500,000     $1MM to $10MM
Legacy Health Care LLC           $1MM to $10MM     $1MM to $10MM

A.  Ridge View Manor LLC's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Communication of                                        $653,045
Administration and Finance
111 City Hall
Buffalo, New York 14202

2121 main Street Pharmacy        Trade Debt             $368,439
c/o Philip M. Marshall, Esq.     Lawsuit
Amigone Sanchez Mattrey
1300 Main Place Tower
Buffalo, New York 14202

Long Term Care Risk Management   Trade Debt             $358,177
170 Northpointe Parkway
Amherst, New York 14228-1884

Erie County Tax Department       Real Property          $217,603
95 Franklin Street, Room 100     Taxes
Buffalo, New York 14202

Care Center Pharmacy             Trade Debt             $192,098
c/o Donald Nash Jr.
PO Box 552
Dunkirk, New York 14048

New York South Facilities        Trade Debt             $171,516
Association
33 Elk Street, Suite 300
Albany, New York 55418-2473

Maxim Healthcare Services        Trade Debt             $143,028
12559 Collections Center Drive
Chicago, Illinois 60693

McKesson Medical-Surgical        Trade Debt             $134,519
PO Box 27100
Golden Valley, Minnesota 55427

Access Solutions                 Trade Debt             $125,100
PO Box 331
Buffalo, New York 14223-0331

Nor-Am patient Care Product      Trade Debt             $124,299
PO Box 543
Lewiston, New York 14092-0543

Forest Financial Inc.            Workers'               $118,189
9600 Main Street, Suite 3        Compensation
Clarence, New York 14031-2093    Insurance

Blue Cross and                   Insurance              $103,284
Blue Shield of West New York
PO Box 80
Buffalo, New York 14210-0080

Murray Roofing Company, Inc.     Trade Debt              $94,879

Main Street Pharmacy             Trade Debt              $93,867

Benefits Plus of New York        Trade Debt              $93,104

Niagara Mohawk                   Utilities               $83,837

Prevent Products, Inc.           Trade Debt              $72,988

Buffalo Pharmacy                 Trade Debt              $70,383

US Food Service                  Trade Debt              $55,702

Invacare Continuing Care Group   Trade Debt              $51,209


B.  Legacy Health Care LLC's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Forest Financial                 Trade Debt             $402,993
9600 Main Street #3
Clarence, New York 14031-2093

Damon & Morey LLP                Legal Services         $368,648
c/o Chris Green
100 Cathedral Place
298 Main Street
Buffalo, New York 14202-4096

Blue Cross or                    Medical Insurance      $158,524
Blue Shield West New York
PO Box 80
Buffalo, New York 14210-0080

Freed Maxick Sachs Murphy PC     Trade Debt             $109,494
800 Liberty Building
Buffalo, New York 14202-3508

Advance 2000                     Trade Debt              $64,480

Salem Solutions LLC              Trade Debt              $53,369

RSM McGladrey Inc.               Trade Debt              $50,615

TBT Enterprises                  Trade Debt              $40,274

KLD Ventures and Summit Health   Trade Debt              $27,000

Long Term Care Risk Management   Trade Debt              $23,502

Jackson Lewis Schnitzier         Legal Services          $23,212

Dental Shop                      Trade Debt              $19,199

Simplex Grinnell                 Security                $18,695

Benefits Plus of New York        Trade Debt              $18,294

ComDoc                           Trade Debt              $17,789

Lawley Insurance Group           Insurance               $15,578

Allstate Life Insurance          Insurance               $13,215

Elder Medical Services           Trade Debt              $12,600

Nationwide Insurance             Insurance               $11,631

Medican Group LLC                Trade Debt              $11,500


RURAL CELLULAR: High Debt Leverage Spurs S&P's Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Rural
Cellular Corp. to negative from stable due to continued high debt
leverage and lower-than-anticipated EBITDA for 2005.  Ratings on
the company, including the 'B-' corporate credit rating, were
affirmed.  As of Dec. 31, 2004, total debt outstanding was about
$1.3 billion; including preferred stock, debt comes to about
$1.9 billion.

EBITDA for 2005 is anticipated to be in the $205 million to
$215 million area, lower than previously expected by Standard &
Poor's, reflecting the impact of customer migration costs from
time division multiple access (TDMA) to next-generation networks,
higher marketing costs, increased costs related to operating
multiple networks, and lower roaming revenue.  The lower roaming
revenue is due to the Oregon property swap with AT&T Wireless
Services, Inc., or AWE and lower roaming yield.  As a result of
these factors, debt to EBITDA is expected to remain high, in the
6x area, and debt plus preferred stock to EBITDA is expected to be
in the 9x area.

"Ratings on Alexandria, Minn.-based Rural Cellular reflect weak
subscriber growth and a minimal decline in debt leverage near term
due to increased capital expenditures to support next-generation
network outlays and an increased level of preferred stock due to
nonpayment of cash dividends on the 11.375% senior exchangeable
preferred issue," said Standard & Poor's credit analyst Rosemarie
Kalinowski.  "In addition, roaming revenue, which comprises about
20% of total revenues, is significantly lower than in previous
years due to the Oregon asset swap with AWE and lower roaming
yield.  These factors should be partially moderated by the
increase in minutes of use to be captured as a result of Rural
Cellular's recent completion of network upgrades in its Northeast,
Northwest, and Midwest markets.  Some uncertainty related to the
impact of the Cingular Wireless LLC and AWE merger on roaming
revenue has been mitigated by the recent amendment to the roaming
agreement with Cingular, which extends through 2009.  Furthermore,
Rural Cellular is somewhat better positioned than its peers due to
the less competitive rural nature of its service area and its
diversified mix of roaming partners."


SACO I TRUST: Moody's Puts Ba2 Rating on $6.378MM Class B-3 Cert.
-----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the Senior
Certificates of the SACO I Trust 2004-3.  In addition, Moody's has
assigned ratings ranging from Aa2 to Ba2 to the Class M and Class
B Certificates.

The mortgage pool consists of 4,258 fixed-rate, second lien
mortgage loans with an aggregate principal balance of
$193,274,538, an average principal balance of $45,391, a weighted
average remaining term of 249 months and a weighted average
mortgage rate of 10.72% per annum.  The weighted average credit
score of the loans is 684, the weighted average combined loan-to-
value ratio (CLTV) is 97.64%, and the largest state concentration
is in California, which comprises 19.12% of the total principal
balance.

The ratings were based upon the credit enhancement provided by a
combination of structural features, including subordination,
excess spread and overcollateralization.  The credit quality of
the loan pool is in line with other fixed-rate second lien loan
pools backing such securitizations.

EMC Mortgage Corporation will act as master servicer of the
mortgage loans.

The offered certificates were sold in a privately negotiated
transaction without registration under the Securities Act of 1933
(the "Act") under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  The issuance has
been designed to permit resale under Rule 144A.

The compete rating actions are:

  -- SACO I Trust, Series 2004-3, Mortgage Pass-Through
     Certificates, Series 2004-3

     * Class A, $133,746,000, rated Aaa

     * Class A-IO, Notional (Interest Only), rated Aaa

     * Class M-1, $17,395,000, rated Aa2

     * Class M-2, $14,592,000, rated A2

     * Class B-1, $12,756,000, rated Baa2

     * Class B-2, $3,962,000, rated Baa3

     * Class B-3, $6,378,000, rated Ba2


SBA COMMS: Moves Fourth Quarter Earnings Release to March 11
------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) will reschedule the
release of its fourth quarter results in order to provide the
Company with more time to finalize the impact that the previously
reported change in ground lease accounting will have on the
Company's financial statements.  The 4th quarter release has been
rescheduled to Thursday, March 10, 2005, after the market close.  
SBA will host a conference call on Friday, March 11, 2005 at 11:00
A.M. EST to discuss these results.  The call may be accessed as
follows:

    When:                 Friday, March 11, 2005 at 11:00 A.M. EST

    Dial-in number:       888-428-4478

    Conference call name: "SBA Fourth Quarter Results"

    Replay:               March 11, 2005 at 3:15 P.M. to
                          March 25, 2005 at 11:59 P.M.

    Number:               800-475-6701

    Access Code:          ID: 767825

    Internet access:      http://www.sbasite.com/

The Company, in consultation with its external auditors, has
determined that the impact of the change in ground lease
accounting will have a material effect on the Company's previously
issued financial statements for the first three fiscal quarters of
2004, the fiscal years ended Dec. 31, 2003, and 2002, as well as
prior periods.

The change will require non-cash adjustments to increase reported
ground rent expense and reported depreciation expense.  The
Company will amend the appropriate filings with the Securities and
Exchange Commission to include restated financial statements for
the fiscal years ended December 31, 2002 and 2003 and the first
three quarters of 2004 to reflect these corrections in their
proper periods.  The Company will amend the appropriate filings
with the Securities and Exchange Commission to include restated
financial statements for the fiscal years ended December 31, 2002
and 2003 and the first three quarters of 2004 to reflect these
corrections in their proper periods.  The Company is re-analyzing
the impact that the non-cash adjustments will have its previously
released fiscal year 2005 Outlook.  These adjustments are not
anticipated to have any impact on revenue, cash flow from
operations, compliance with any financial covenant or debt
instrument, cash balances or the current economic value of SBA's
leaseholds and its tower assets.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2005,
Fitch Ratings has placed the 'A+' senior unsecured debt rating of
SBC Communications, Inc., on Rating Watch Negative and placed the
'BB+' senior unsecured debt rating of AT&T Corp. on Rating Watch
Positive following the announcement of SBC's proposed acquisition
of AT&T for approximately $15 billion in SBC common stock and the
assumption of approximately $6 billion of net debt.

Including a $1 billion special dividend to be paid to AT&T
shareholders at the close of the transaction the total value of
the transaction is approximately $22 billion.  The Rating Watch
Negative also applies to the existing long-term debt of various
SBC subsidiaries that no longer issue debt, as financing
activities have been consolidated at the SBC Communications level.

In addition to the long-term rating of SBC, the 'F1' commercial
paper ratings of SBC and SBC International, the 'A' rating of
Cingular Wireless and the 'A' rating assigned to AT&T Wireless
debt guaranteed by Cingular are on Rating Watch Negative.
Finally, the 'B' commercial paper rating of AT&T has been placed
on Rating Watch Positive. The closing of the transaction is
anticipated to be in the first half of 2006.

The rating action reflects Fitch's concern regarding the prospects
for the moderately higher business risk profile of SBC following
the acquisition of AT&T.  The transaction is not expected to have
a material impact on SBC's credit metrics, given AT&T's low
leverage for its current assigned rating.  AT&T's gross debt to
EBITDA for 2004 was approximately 1.5 times, and its net debt to
EBITDA was 1.0x. SBC's 2004 leverage, which was affected by its
financing for Cingular's acquisition of AT&T Wireless in October
2004, was 2.2x including proportionate Cingular debt (but
including only approximately two months of EBITDA from AT&T
Wireless). At year-end 2005, Fitch expects SBC's leverage to be
in the 1.5x-1.7x range.

At year-end 2006 and following the close of the acquisition of
AT&T, Fitch expects the combination of SBC's debt and SBC's 60%
share of Cingular's public debt to be in the range of $34-36
billion. Strong free cash flows at both SBC and AT&T prior to the
close of the transaction are expected to allow both companies to
continue to reduce debt in the interim. Fitch expects the 2006
pro forma leverage of SBC to approximate 1.5x, which if achieved
could limit the company's senior unsecured debt to a one-notch
downgrade.

Fitch's primary concerns with the effect of the acquisition on SBC
are the weak business fundamentals of the long distance business,
the impact of the integration costs on the company's cash flow,
and the risk that the projected synergies will be materially less
than anticipated. Over the past several years, heightened
competition, weak demand and unstable pricing have contributed to
the erosion of AT&T's revenues and EBITDA. In addition, AT&T has
suffered from a lack of growth opportunities in its core business.

The impact of the weak fundamentals of the long distance business
on SBC's credit profile will be moderated by the significant
synergies of the combined companies, which are expected to reach
$2 billion annually by 2008. Since receiving long distance
approvals at the end of 2003, SBC has been aggressively targeting
the enterprise customer market. Synergies will arise from the
elimination of duplicate spending on network, information
technology, sales efforts and headquarters functions. In
evaluating the transaction, Fitch will evaluate the potential
synergies and the cash flows of the combined companies after
integration costs. SBC is expected to incur integration costs of
approximately $1.6-1.9 billion in 2006 following the close of the
transaction, with integration costs declining thereafter.

The transaction is expected to close in the first half of 2006
following the customary regulatory approvals. The effects of the
regulatory approval process on the economic potential of the
transaction are not known, and could have an impact on the
ultimate financial profile of the company.

The Rating Watch Negative applies to the 'A+' senior unsecured
debt of these issuers:

   -- SBC Communications Corp.;
   -- SBC Communications Capital Corp.;
   -- Ameritech Capital Funding;
   -- Illinois Bell Telephone Company;
   -- Indiana Bell Telephone Company;
   -- Michigan Bell Telephone Company;
   -- Pacific Bell Telephone Company;
   -- Wisconsin Bell Telephone Company;
   -- Southern New England Telecom Corp.;
   -- Southern New England Telephone;
   -- Southwestern Bell Telephone;
   -- Southwestern Bell Capital Corp.


SEQUIOA MORTGAGE: Fitch Rates $687,000 Mortgage Certificate at B
----------------------------------------------------------------
Sequoia Mortgage Trust's mortgage pass-through certificates,
series 2005-2, are rated by Fitch Ratings:

    -- $329,199,100 classes A-1, A-2, X-A, X-B and A-R 'AAA';
    -- $6,016,000 class B-1 'AA';
    -- $3,266,000 class B-2 'A';
    -- $1,890,000 class B-3 'BBB';
    -- $1,231,000 class B-4 'BB';
    -- $687,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.26%
subordination provided by the:

        * 1.75% class B-1,
        * 0.95% class B-2,
        * 0.55% class B-3,
        * 0.35% privately offered class B-4,
        * 0.20% privately offered class B-5 and
        * 0.45% privately offered class B-6 certificates.

The ratings on classes B-1, B-2, B-3, B-4 and B-5 certificates are
based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  The ratings also
reflect the quality of the mortgage collateral, the capabilities
of Wells Fargo Bank, National Association, as Master Servicer
(rated 'RMS1' by Fitch), and Fitch's confidence in the integrity
of the legal and financial structure of the transaction.

The Sequoia Mortgage Trust 2005-2 consists of two cross-
collateralized groups of adjustable-rate mortgage loans,
designated as pool 1 and pool 2.  Each group's senior certificates
will receive interest and/or principal from its respective
mortgage loan group.  In certain very limited circumstances when a
pool experiences either rapid prepayments or disproportionately
high realized losses, principal and interest collected from the
other pools may be applied to pay principal or interest, or both,
to the senior certificates of the pool that is experiencing such
conditions.  The subordinate certificates will support both groups
and will receive interest and/or principal from available funds
collected in the aggregate from both mortgage pools.

The two groups in aggregate contain 934 fully amortizing 25- and
30-year adjustable-rate mortgage loans secured by first liens on
one- to four-family residential properties, with an aggregate
principal balance of $343,811,806, and a weighted average
principal balance of $368,107.  All of the loans have interest-
only terms of either five or 10 years, with principal and interest
payments beginning thereafter and adjusting monthly or semi-
annually based on the one-month LIBOR or six-month LIBOR rate plus
a margin, respectively.  Approximately 33% and 18% of the mortgage
loans were originated by GreenPoint Mortgage Funding, Inc., and
Morgan Stanley Dean Witter Credit Corporation, respectively. The
remainder of the loans were originated by various mortgage lending
institutions.  The weighted average original loan-to-value ratio
-- OLTV -- is 70.01%, and a weighted average FICO of 735.  Second
home and investor-occupied properties comprise 9.95% and 2.33%,
respectively.

The states with the largest concentration of mortgage loans are:

        * California (24.45%),
        * Virginia (11.28%),
        * Florida (7.23%) and
        * Arizona (5.26%).

All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

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

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders.  For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits.  HSBC Bank USA will act
as trustee.


SOLUTIA INC: Co-Defendants Wants to File Late Proofs of Claim
-------------------------------------------------------------
Kuhlman Corporation (Delaware) and Borg Warner, Inc., ask the U.S.
Bankruptcy Court for the Southern District of New York to permit
them to file late proofs of claim in the chapter 11 cases of
Solutia, Inc., and its debtor-affiliates.

In 2004, Kuhlman Delaware and Borg Warner were named as co-
defendants with Monsanto Chemical Co., in numerous lawsuits
arising out of alleged polychlorinated biphenyls contamination of
an electrical transformer production plant in Crystal Springs,
Mississippi.  Under a Distribution Agreement with Pharmacia
Corporation and Solutia, Inc., the Debtors agreed to indemnify,
defend, and hold Pharmacia harmless for all claims, expenses, and
liabilities.

James W. Craig, Esq., at Phelps Dunbar, LLP, in Jackson,
Mississippi, tells the Court that Kuhlman Delaware and Borg
Warner could have potential indemnification claims against
Monsanto, Pharmacia, and Solutia under Mississippi statutory law.  
Kuhlman Delaware's involvement in any PCB contamination is limited
in that it did not own the plant -- the plant was owned by a
subsidiary of a subsidiary of Kuhlman Delaware.  Likewise, Borg
Warner did not own the plant -- the plant was owned by a
subsidiary of a subsidiary of Borg Warner and this arrangement
lasted for only seven months.   Co-defendant Monsanto, on the
other hand, manufactured and sold askarel, the dielectric fluid
which contained PCBs.

All of the PCB lawsuits list Kuhlman Delaware and Borg Warner as
Chemical Defendants.  A separate cause of action for Civil
Conspiracy is pled against the Chemical Defendants only.  In the
various causes of action pled, Plaintiffs make all allegations
against the Chemical Defendants jointly.  Moreover, the ad damnum
clauses of all three Complaints seek actual and punitive damages
"against the Defendants individually, jointly and severally."

Mr. Craig asserts that Kuhlman Delaware and Borg Warner would be
subject to undue prejudice if they are not permitted to
participate on the grounds that their claims were not timely filed
since they never received due and proper notice of the filing of
the Debtors' Bankruptcy Petition or the Bar Date.

If there is a judgment against Kuhlman Delaware and Borg Warner in
any of the lawsuits, Kuhlman Delaware and Borg Warner will seek
contribution from Solutia, Pharmacia and Monsanto, Mr. Craig says.  
To the extent that Solutia is a joint judgment debtor, the
contribution necessarily will come from the bankruptcy estate.  To
the extent that Pharmacia and Monsanto are joint judgment debtors,
Pharmacia and Monsanto will be required to seek repayment of any
contribution.

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)


STELCO INC: Court Removes R. Keiper & M. Woollcombe from Board
--------------------------------------------------------------
Stelco, Inc., (TSX: STE) reported that the Court declared the
appointment of Roland Keiper and Michael Woollcombe to Stelco's
Board of Directors to be of no force and effect and that they were
removed from the Board.  The Court also denied the request made by
representatives of the Company's salaried retirees for the
establishment of a Bid Review Committee.

The Court expressed its continued confidence in the Company's
capital raising process and in its continuing Board of Directors
to identify an appropriate preferred partner with the assistance
of its advisors, counsel and the Court-appointed Monitor.

Richard Drouin, Stelco's Chairman of the Board, said, "We respect
the decision and we thank Messrs. Keiper and Woollcombe for having
been willing to accept the responsibilities associated with
membership on the Board of Directors."

Messrs. Keiper and Woollcombe have provided an undertaking to the
Court that they will maintain the confidentiality of all material
and information on Stelco and its restructuring that has come into
their possession since their appointment to the Board on Feb. 18,
2005.  They have also undertaken not to trade or advise on trading
in the Company's shares on an interim basis until otherwise dealt
with by the Court.

Mr. Drouin added that, "We will continue to focus on the
successful completion of our capital raising and restructuring
process.  The Company and its advisors have not identified a
preferred outcome of the capital raising process.  That will
emerge from the Court-approved and supervised process in which
we're still engaged.  Our goal remains a positive outcome that is
in the best interests of the Company and all its stakeholders."

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


SYSTEMS MARBLE: Case Summary & 26 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Systems Marble, Inc.
             115 Rainbow Industrial Boulevard
             Rainbow City, Alabama 35906

Bankruptcy Case No.: 05-40514

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Jeffery Mark Ingram                        05-40515

Type of Business: The Debtor is a granite and marble dealer.

Chapter 11 Petition Date: February 17, 2005

Court: Northern District Of Alabama (Anniston)

Judge: James S. Sledge

Debtors' Counsel: Harry P. Long, Esq.
                  P.O. Box 1468
                  Anniston, Alabama 36202
                  Tel: 256-237-3266

                              Estimated Assets    Estimated Debts
                              ----------------    ---------------
Systems Marble, Inc.           $500,000 - $1 M      $1 M - $10 M
Jeffery Mark Ingram        $100,000 - $500,000    $500,000 - $1 M

A. Systems Marble, Inc.'s 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Internal Revenue Service                   $134,469
801 Tom Martin Drive
Birmingham, AL 35203

Alabama Department of Revenue               $55,830
P O Box 83119
Birmingham, AL 35283

Composites One, LLC                         $39,886
Post Office Box 409328
Atlanta, GA 30384

BMG Direct                                  $39,599

Eastman Chemical Co.                        $37,813

Jacuzzi Whirlpool & Bath                    $25,394

Tax Trust Acct.                             $16,936

Marshall Industrial Supply                  $16,108

Imerys Pigments & Additives                 $15,960

Burks, Inc.                                 $14,699

State of Alabama                            $12,000
Sales Tax Division

Alabama Homebuilders                        $11,441

Jetted Bath Components                      $10,003

Emily J. Ingram                              $6,500

CITGO Petroleum Corp.                        $4,298

Jefferson County                             $4,109
Dept. of Revenue

City of Rainbow City                         $4,006

City of Pelham                               $3,759
Revenue Dept.

City of Birmingham                           $3,751

M & M Chemical Co.                           $3,665

B. Jeffery Mark Ingram's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
CIT Small Business Lendi      Mortgage                  $656,000
650 CIT Drive, 3rd Floor      Secured Value:
Livingston, NJ 07039          $20,000

Exchange Bank                                             $9,800
P.O. Box 1100
Gadsden, AL 35902

Cusimano Keener Roberts                                   $2,528
153 South 9th
Gadsden, AL 35901

Houston Pines Mgmt.                                       $2,477

David Kimberly                                            $1,500

Advance Plastics                                          $1,049


TECHNOCONCEPTS: Losses & Neg. Cash Flow Spur Going Concern Doubt
----------------------------------------------------------------
Technoconcepts, Inc., has a cumulative loss from operations of
$2,588,100 and a negative cash flow from operations of $1,759,276,
which raises substantial doubt about its ability to continue as a
going concern.

The Company's ability to continue as a going concern is dependent
upon a successful future public offering and ultimately achieving
profitable operations.  Towards these ends, the Company raised
$3,975,000 through two offerings of securities in November 2004.
There is no assurance that the Company will be successful in its
efforts to raise additional proceeds or achieve profitable
operations.

As of December 31, 2004, the Company had a working capital of
$1,713,925 and a negative cash flow from operations of $617,288.
Management expects the Company's cash requirements will increase
significantly throughout its current fiscal year, as it continues
its research and development efforts, hires and expands its staff,
expands its leased facilities, and attempts to execute on its
business strategy through working capital growth and capital
expenditures.  The amount and timing of cash requirements will
depend on market acceptance of Company products and the resources
devoted to researching and developing, marking, selling and
supporting the Company's products.  Management believes that
current cash and cash equivalents on hand, should be sufficient to
fund operations for at least the next 12 months.  Thereafter, if
current sources are not sufficient to meet the Company's needs, it
may seek additional equity or debt financing. In addition, any
material acquisition of complementary businesses, products or
technologies or material joint venture could require
Technoconcepts to obtain additional equity or debt financing.
There can be no assurance that such additional financing would be
available on acceptable terms, if at all.  If the Company raises
additional funds through the issuance of equity securities the
percentage ownership of its stockholders would be reduced.  If
unable to raise sufficient funds on acceptable terms the Company
may not succeed in executing its strategy and achieving its
business objective.  In particular, the Company could be forced to
limit product development and marketing activities, forego
attractive business opportunities and may lose the ability to
respond to competitive pressures.

                            Default

Technoconcepts has failed to make payments of principal and
interest due under various unsecured convertible note agreements.
Currently, the outstanding and unpaid aggregate amount due under
these agreements is approximately $921,985.  As a result, the
Company is currently in default under these agreements.

Technoconcepts, Inc.'s strategy is to become a leading provider of
wireless communication technology by offering True Software Radio
ASICs and chipsets to major telecommunications equipment and
component suppliers for integration into their wireless
communications products.  


TELEGLOBE TELECOMMUNICATIONS: Court Confirms Chapter 11 Plan
------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware confirmed the First Amended Joint Plan of
Liquidation filed by Teleglobe Holdings Corporation and certain of
its debtor-affiliates.  The Plan's Effective Date hasn't been
established yet.

Judge Walrath determined that the Debtors' Plan, filed on Nov. 5,
2004, satisfies all of the requirements found in Section 1129 of
the Bankruptcy Code.

                     About the Confirmed Plan

The Plan contemplates the appointment of a Plan Administrator who
is authorized to administer and distribute the proceeds of the
remaining assets of the U.S. Debtors to allowed claims holders.

The Plan provides for cash distributions to the Holders of Allowed
Claims and Interests in each of the Debtors' U.S. entities,
consisting of Teleglobe USA Inc., Optel Telecommunications Inc.,
Teleglobe Holdings (U.S.) Corp., Teleglobe Holding Corp.,
Teleglobe Telecom Corp., Teleglobe Investment Corp., Teleglobe
Puerto Rico Inc., and Teleglobe Luxembourg LLC.

The Plan groups claims and interests into two classes and nine
sub-classes and provides that:

    a) Class 1A unimpaired claims consisting of Other Priority
       Claims against the Consolidated U.S. Debtors will be paid
       in full on the Effective Date;

    b) Class 1B impaired claims consisting of the Secured Claims
       against the Consolidated U.S. Debtors will be paid in full
       after the Effective Date upon the option of the Plan
       Administrator;

    c) Class 1C impaired claims consisting Unsecured Claims
       against the Consolidated U.S. Debtors will receive their
       Pro Rata share of the Available Cash, the Liquidation
       Proceeds and the VarTec Proceeds;

    d) Class 1D impaired claims consisting the U.S. Debtors'
       Intercompany Claims and the Canadian Debtors' claims
       Against the Consolidated U.S. Debtors will not receive any
       distribution under the Plan on account of those claims and
       interests;

    e) Class 1E impaired claims consisting of Interests in the
       Consolidated U.S. Debtors will not receive any distribution
       of property under the Plan on account of those interests;

    f) Class 2A unimpaired claims consisting of Other Priority
       Claims against Teleglobe Luxembourg will be paid in full on
       or after the Effective Date;

    g) Class 2B impaired claims consisting of Secured Claims
       against Teleglobe Luxembourg will be paid in full after the
       Effective Date upon the Plan Administrator's option;

    h) Class 2C impaired consisting of Unsecured Claims Teleglobe
       Luxembourg will receive its Pro Rata share of the Cash in
       Teleglobe Luxembourg's Estate;

    i) Class 2D impaired claims consisting of Interests in
       Teleglobe Luxembourg of the remaining proceeds in Teleglobe
       Luxembourg's Estate after the full payment of Allowed Class
       2C claims.

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation is a wholly-owned indirect subsidiary of Teleglobe
Inc., a Canadian Corporation.  Teleglobe currently provides
services in more than 220 countries via a fully integrated network
of terrestrial, submarine and satellite capacity.  During the
calendar year 2001, the Teleglobe Companies generated consolidated
gross revenues of approximately $1.3 billion.  As of December 31,
2001, the Teleglobe Companies has approximately $7.5 billion in
assets and approximately 44.1 billion in liabilities on a
consolidated book basis.  The Debtors filed for chapter 11
protection on May 28, 2002 (Bankr. D. Del. Case No. 02-11518).
Cynthia L. Collins, Esq., and Daniel J. DeFranceschi, Esq., at
Richards Layton & Finger, PA, represent the Debtors in their
restructuring efforts.


TNP ENTERPRISES: Moody's Reviews Ratings for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the debt ratings of TNP
Enterprises, Inc., and its principal operating utility subsidiary,
Texas-New Mexico Power Company (TNMP) on review for possible
upgrade.  

The ratings affected are TNP Enterprises' B1 rated $160 million
term loan facility, B2 $275 million 10.25% subordinated notes, and
B3 $200 million preferred stock; and TNMP's Ba2 $250 million
6.125% global notes, Ba2 $175 million 6.25% notes, and Ba2 Issuer
Rating.

This action reflects the increasing likelihood of the acquisition
of TNP Enterprises by a stronger entity, PNM Resources (PNM), the
progress made to date with respect to attaining various regulatory
approval requirements in Texas and New Mexico in relation to the
PNM transaction, and a modest improvement in the company's
financial profile and cash flow coverage ratios.

Moody's believes that the pending acquisition of TNP Enterprises
by PNM remains on schedule, and that final approvals will be
attained within the next several months.  Moody's expects that the
ultimate timing for closing the acquisition will be largely driven
by the progress of the stipulation agreements being negotiated in
New Mexico.  In addition, we note that PNM has prepared materials
for Securities and Exchange Commission approval, although the SEC
is not expected to act until the other approvals become final.

For the twelve months ending in September 2004, TNP Enterprises
generated EBITDA of approximately $125 million and funds from
operations (FFO) of $100 million, resulting in a ratio of FFO to
total debt ratio of approximately 10% and a 2.5x FFO to interest
coverage ratio.  TNP Enterprises also had a 103% total debt to
total capitalization ratio, largely due to its negative equity
balance.  TNMP for this period had an approximately 20% FFO to
total debt ratio, a 4x FFO to interest coverage ratio, and a 72%
total debt to total capitalization ratio.  These coverage measures
reflect a modest improving trend in the company's financial
performance.

TNP Enterprises, Inc., is headquartered in Fort Worth, Texas.


TORCH OFFSHORE: Creditors Panel Taps Lemle & Kelleher as Counsel
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave the Official Committee of Unsecured Creditors of Torch
Offshore, Inc., and its debtor-affiliates permission to employ
Lemle & Kelleher, L.L.P., as its counsel.

Lemle & Kelleher will:

   a) assist and advise the Committee in its consultations with
      the Debtors and in the examination and analysis of the
      Debtors' conduct, financial affairs and in the overall
      administration of their estates;

   b) represent the Committee at hearings to be held before the
      Court and assist in preparing legal pleadings and proposed
      orders in support of positions taken by the Committee;

   c) review and analyze all applications, orders, operating
      reports, schedules and statements of affairs filed by the
      Debtors and advise the Committee on the impact of those
      documents on the rights of the unsecured creditors;

   d) advise and assist the Committee in the negotiations with
      respect to any proposed plan of reorganization and assist
      the Committee with regards to communications with the
      unsecured creditors on the progress of a proposed plan; and

   e) provide the Committee with all other legal services that are
      necessary and in its best interest in the Debtors' chapter
      11 cases.

Alan H. Goodman, Esq., a Member at Lemle & Kelleher, is the lead
attorney for the Committee.  Mr. Goodman charges $275 per hour for
his services.  

Mr. Goodman reports Lemle & Kelleher's professionals bill:

    Professional            Designation      Hourly Rate
    ------------            -----------      -----------
    David F. Waguespack     Counsel             $235
    James C. Butler         Counsel             $235
    Brent C. Wyatt          Associate           $175

Lemle & Kelleher assures the Court that it does not represent ant
interest adverse to the Committee, the Debtors or their estates.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $201,692,648 in total assets and $145,355,898 in total
debts.


TROPICAL SPORTSWEAR: Perry Ellis Completes 363 Acquisition
----------------------------------------------------------
Perry Ellis International, Inc. (NASDAQ:PERY) consummated the
acquisition of substantially all of the domestic operating assets
of Tropical Sportswear Int'l Corporation (NASDAQ:TSIC) and the
outstanding capital stock of Tropical Sportswear's U.K. subsidiary
for an aggregate of $88.5 million in cash.

The purchase price for Tropical Sportswear's domestic operating
assets is subject to adjustment based on a closing date valuation
of accounts receivable and inventory that is expected to be
completed in approximately 30-45 days.

Under the asset purchase agreement, Perry Ellis has assumed
certain operating liabilities associated with the purchased
assets.

Tropical Sportswear and its domestic subsidiaries, since December
2004, have been operating as debtors-in-possession under chapter
11 of the U.S. Bankruptcy Code and on December 16, 2004 entered
into a so-called "stalking horse" asset purchase agreement with
Perry Ellis.

The sale of Tropical's assets and the capital stock of its U.K.
Subsidiary was approved in a Section 363 sale process by the U.S.
Bankruptcy Court, Middle District of Florida on Feb. 10, 2005.

Perry Ellis had also increased its existing senior credit
facility, which expires in October 2007 to $175 million from the
current $110 million to fund the Tropical Sportswear transaction
and increased working capital needs.

                  About Perry Ellis International

Perry Ellis International, Inc., is a leading designer,
distributor and licensor of a broad line of high quality men's and
women's apparel, accessories, and fragrances, including dress and
casual shirts, golf sportswear, sweaters, dress and casual pants
and shorts, jeans wear, active wear and men's and women's swimwear
to all major levels of retail distribution.  The company, through
its wholly owned subsidiaries, owns a portfolio of highly
recognized brands including Perry Ellis(R), Jantzen(R),
Cubavera(R), Munsingwear(R), John Henry(R), Original Penguin(R),
Grand Slam(R), Natural Issue(R), Penguin Sport(R), the Havanera
Co.(R), Axis(R), and Tricots St. Raphael(R). The company also
licenses trademarks from third parties including Nike(R) and Tommy
Hilfiger(R) for swimwear, PING(R) and PGA Tour(R) for golf apparel
and Ocean Pacific(R) for men's sportswear. Additional information
on the company is available at http://www.pery.com/

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- designs, produces and markets branded  
branded apparel products that are sold to major retailers in all
levels and channels of distribution. The Company and its
debtor-affiliates filed for chapter 11 protection on Dec. 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134). David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts. When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.


TUCKAHOE CREDIT: S&P Puts Series 2001-CTL1 Certs. on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on Tuckahoe
Credit Lease Trust 2001-CTL1 credit lease-backed pass-through
certificates on CreditWatch with negative implications.

The CreditWatch placement reflects the Feb. 25, 2005, placement of
the corporate credit rating assigned to Qwest Communications
International, Inc., on CreditWatch negative.  The rating on the
credit lease-backed certificates is dependent on the rating
assigned to Qwest.

The credit lease-backed certificates are collateralized by a first
mortgage and assignment of lease encumbering a condominium
interest in a two-story industrial building in Yonkers, N.Y. The
entire property is leased to Qwest Communications Corp. -- QCC, a
wholly owned subsidiary of Qwest, on a triple net basis, with QCC
responsible for all operating and maintenance costs.
   
             Rating Placed on CreditWatch Negative
   
             Tuckahoe Credit Lease Trust 2001-CTL1
         Credit Lease-Backed Pass-Through Certificates
                       Series 2001-CTL1
   
                            Rating
                    To                 From
                    --                 ----
                    BB-/Watch Neg      BB-/Developing


UAL CORP: Supplements Order on Mayer Employment as Special Counsel
------------------------------------------------------------------
UAL Corporation and its debtor-affiliates want to supplement the
Order approving the employment of Mayer, Brown, Rowe & Maw, LLP,
as special litigation counsel.

In early December 2004, the Debtors asked MBR&M to provide  
representation for the prosecution of preference actions against  
Concourse Hotel, Marriott Denver Southeast and Oakland Marriott  
City Center.  The Debtors general counsel, Kirkland & Ellis, and  
its conflicts counsel Vedder, Price, were conflicted in those  
matters.  MBR&M does not have any preference conflicts with those  
Preference Defendants and agreed to file the actions.

The Debtors seek the Court's permission to employ MBR&M nunc pro  
tunc to December 1, 2004, for those Preference Litigation.

As reported in the Troubled Company Reporter on Nov. 16, 2004,
the Debtors received permission from the U.S. Bankruptcy Court for
the Northern District of Illinois to supplement the Order that
approved the employment and retention of Mayer, Brown, Rowe & Maw
as special litigation counsel.

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: Court Approves $125MM Financing Pact with Eastshore
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
approved US Airways Group, Inc.'s $125 million financing agreement
with Eastshore Aviation, LLC, an investment entity owned by Air
Wisconsin Airlines Corp. shareholders and Air Wisconsin Airlines
Corp., yesterday, Feb. 28.

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

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,  
explained that the DIP Financing represents a major step forward  
in the reorganization.  The Debtors are in immediate need of cash  
for working capital and other general corporate purposes.  The  
DIP Facility is necessary for the continued operation of the  
Debtors' business in Chapter 11 and thereafter.  The Debtors and
Eastshore have agreed to these DIP Financing Terms:

Borrower:                US Airways, Inc.

Guarantors:              US Airways Group, Inc., PSA Airlines,
                         Inc., Piedmont Airlines, Inc., and
                         Material Services Company, Inc.

Lender:                  Eastshore Aviation, LLC

DIP Facility:            A $125,000,000 term loan facility:  

                         (1) Tranche A Loan -- a $75,000,000 lump
                             sum available one day after entry of
                             the DIP Order;  

                         (2) Tranche B Loan -- a $25,000,000 lump
                             sum available 30 days after entry of
                             the DIP Order; and  

                         (3) Tranche C Loan -- a $25,000,000 lump
                             sum available by September 30, 2005
                             or earlier depending on achievement
                             of restructuring milestones.

Interest Rate:           Interest will accrue at LIBOR plus 6.5%,  
                         determined on the draw date for each
                         Tranche, payable quarterly in arrears.

Use of Proceeds:         General corporate purposes

Maturity Date:           Subject to the Shares Repayment
                         Alternative, the earlier of:

                        (1) the Effective Date of a Plan;  

                        (2) December 31, 2005; or  

                        (3) if a Disclosure Statement has not
                            been approved, then October 31, 2005.

Prepayment Option:       The Debtors may prepay the DIP Financing  
                         without penalty and without Eastshore's
                         consent before the later of 30 days
                         after funding the Tranche B Loan and  
                         April 30, 2005.

Conversion of
DIP Loan Into Equity:    Under the Shares Repayment Alternative,
                         if the Debtors do not exercise the
                         Prepayment Option and the Effective Date
                         of a Plan passes, the Debtors will issue
                         Eastshore New Common Stock in the
                         Reorganized US Airways Group.

Collateral and
Junior Lien:             The DIP Facility will be secured by
                         valid, enforceable liens and security
                         interests in the ATSB Collateral,
                         ranking junior only to the ATSB liens
                         securing the ATSB loan, but senior to
                         all other liens on the ATSB Collateral.

Super-Priority
Administrative Claim:    The Debtors' obligations under the DIP
                         Facility will be entitled to
                         superpriority administrative claim
                         status, subordinate only to the
                         superpriority administrative claims
                         granted to the ATSB Lenders and the
                         Carve-Out of the Supplemental Cash
                         Collateral Order.

Affirmative Covenants:   The Debtors must:

                         (1) deliver periodic financial
                             statements;  

                         (2) provide monthly reports of operating
                             data; and

                         (3) maintain assets and insurance.

Conditions:              Conditions by Eastshore before funding:

                         (1) Entry of the DIP Order;

                         (2) Certifications regarding corporate
                             authorization and good standing;

                         (3) Delivery of UCC financing
                             statements;

                         (4) The Jet Service Agreement, whereby
                             AWAC and the Debtors have entered
                             into a 10-year agreement for the use  
                             and operation of up to 70 AWAC CRJ-
                             200 aircraft;  

                         (5) continued access to the Cash
                             Collateral;

                         (6) Unrestricted Cash of at least the
                             minimum amount under the ATSB
                             Facility, plus a percentage of any  
                             amount funded by Eastshore; and  

                         (7) The absence of an Event of Default.

Events of Default:       Events of Default include:

                         (1) failure to make payments when due;

                         (2) failure of the Guaranty to remain in
                             effect;

                         (3) an event of default under the JSA;

                         (4) dismissal or conversion of the
                             Debtors' Bankruptcy Cases;

                         (5) a sale of the Debtors' assets,
                             outside of a Chapter 11 Plan; and  

                         (6) loss of continuing ability to use
                             Cash Collateral.

Remedies:                Upon an event of default, Eastshore may
                         terminate the Commitments, declare the
                         Notes due and payable, and exercise
                         rights of a secured creditor, absent an
                         ATSB objection.

Commitment Fee:          None

Reimbursement of
Expenses:                The Debtors will reimburse Eastshore for
                         reasonable out-of-pocket expenses of up
                         to $200,000 relating to:

                         (1) due diligence;  

                         (2) negotiation of the Loan Agreement
                             and the JSA;  

                         (3) Court proceedings and Plan formation
                             process; and  

                         (4) consummation of related
                             transactions.

Court Approval:          Consummation of the DIP Facility is
                         contingent upon entry of the DIP Order.

Under the terms, Eastshore may designate three members of the  
Board of Directors, two of which will be independent directors.
Reorganized US Airways Group must have minimum equity capital of  
$225,000,000.  This amount must be invested in a single class of  
common stock with identical voting rights.  No other classes of  
stock may be authorized.  The Debtors must secure up to two  
additional investors who will also receive New Common Stock in  
exchange for their investments.  The Debtors may not issue any  
other class of equity securities or other securities exchangeable  
or convertible into equity securities.  The conversion price of  
the shares assumes a "pre-money value" of equity in the  
reorganized debtors of $250,000,000.  AWAC President Geoffrey  
Crowley has agreed to the terms.  

Absent written consent from Eastshore, the Debtors will not enter  
into discussions or agreements with any other party relating to  
competing debtor-in-possession financing arrangements or equity  
investments.  

Mr. Leitch asserts that the terms of the DIP Facility are fair,  
reasonable, and adequate given the circumstances facing the  
Debtors.  The interest rate is fair, there is no commitment fee,  
the collateral package and priorities are reasonable and the  
other terms, conditions, covenants and provisions are customary.   
Most notably, the DIP Facility does not contemplate the priming  
of any existing lien, instead granting Eastshore a junior lien on  
the ATSB Collateral.

Mr. Leitch explains that the Debtors will have options to  
extinguish the DIP Financing.  The Debtors will have 60 days to  
repay the DIP Facility with no prepayment penalty.  After that,  
the Debtor may repay the DIP Facility through the issuance of  
shares, if a plan that meets specified criteria is confirmed.   
Otherwise the Debtors may repay the DIP Facility in cash at the  
maturity date.   

The DIP Facility does not bind the Debtors.  The Debtors are free  
to explore superior opportunities to fund a plan of  
reorganization.  If another investor makes a better offer prior  
to the prepayment date, the Debtors may simply prepay the DIP  
Facility and take advantage of the better offer.

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

"The announcement of this agreement ten days ago has generated
enormous enthusiasm within the company and in the marketplace,"
said Bruce R. Lakefield, US Airways president and chief executive
officer.  "Eastshore's commitment and the potential for an
expanded relationship with Air Wisconsin has been a significant
boost to our restructuring as we work to complete a plan of
reorganization to present to creditors and the court."

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: Adjusting System-wide Capacity in May
-------------------------------------------------
US Airways said it will adjust systemwide capacity, slowing
growth, by returning 11 Boeing 737 aircraft to lessors beginning
in May, as the benefits of increased aircraft productivity expand
across its network.

Persistent and sustained high fuel costs as well as the weak
revenue environment caused by industry overcapacity and low fares
also played a significant role in the company's decision.

Overall, the return of aircraft will result in a net reduction of
only 14 flights systemwide compared to the February 2005 schedule,
and the discontinuation of service to two destinations, as most
service will be replaced with regional jets or by increased
utilization of the mainline existing fleet.  Even with the May
2005 capacity adjustments, systemwide available seat miles (ASMs)
are expected to increase between 4 and 6 percent year-over-year.

The May schedule includes a small change in service at US Airways'
Charlotte, N.C., and Philadelphia hubs as well as the
discontinuation of some flights at Fort Lauderdale/Hollywood
International Airport.

With the new schedule, US Airways will operate one less daily
departure between Charlotte and Atlanta, Raleigh-Durham, N.C.,
Orlando and West Palm Beach, Fla. In Philadelphia, US Airways will
operate one less Hartford, Conn., Buffalo, N.Y., Norfolk, Va.,
Seattle, Fort Lauderdale and Orlando, Fla., flight.  Additionally,
three Philadelphia-Tampa, Fla., flights will be discontinued.

Nonstop service between Fort Lauderdale and Panama City, Panama;
San Salvador, El Salvador; San Juan and Newark also will be
discontinued.  With the exception of Panama City and San Salvador,
which US Airways no longer will serve, customers in these cities
still will be able to connect to Fort Lauderdale via other US
Airways cities.

Despite these reductions, US Airways has tripled the number of
destinations served (from five to 15) at Fort Lauderdale, with 80
percent more capacity, since February 2004.

Pending the outcome of the company's voluntary early-out program
and retirement decisions, at this time, US Airways does not
foresee employee furloughs as a result of these actions (with the
exception of San Salvador and Panama City).

"The revenue and fuel environment requires that we move quickly to
retire some of our older aircraft and weakest flying that simply
cannot be sustained," said Bruce Ashby, US Airways executive vice
president of marketing and planning.  "We are pleased with the
positive impact of our new productivity and scheduling
enhancements and this decision will have minimal impact on our
customers.  We must make some difficult decisions in order to
complete our restructuring and position the company for success."

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.  


VERITEC INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Veritec, Inc.
        2445 Winnetka Avenue North, Suite 201
        Golden Valley, Minnesota 55427

Bankruptcy Case No.: 05-31119

Type of Business: The Debtor is the pioneer and patent holder of
                  two dimensional (2D) matrix coding technology:
                  VeriCode (R) and VSCode (R).  The Veritec codes
                  allow end-users to produce and interpret secure
                  coded data for identification, and verification
                  purposes.  See http://www.veritecinc.com/

Chapter 11 Petition Date: February 28, 2005

Court:  District of Minnesota (St. Paul)

Judge:  Dennis D. O'Brien

Debtor's Counsel: Matthew R. Burton, Esq.
                  Leonard O'brien Spencer Gale & Sayre Ltd.
                  100 South 5th Street, Suite 2500
                  Minneapolis, Minnesota 55402
                  Tel: (612) 332-1030

Financial Condition as of February 28, 2005:

      Total Assets: $1,662,752

      Total Debts:  $10,227,311

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Mitsubishi Corporation                      $8,174,513
6-3 Maruouchi 2-Chome
Chlyoda-Ku
Tokyo 100-86 Japan
Attn: Steven L. Smith
O'Melveny & Myers
275 Battery Street
San Francisco, CA 94111
Tel: (415) 984-8700

Frost Brown Todd LLC                        $1,054,337
400 West Market Street
32nd Floor
Louisville, KY 40202
Attn: Bruce Baird
Tel: (502) 568-0228

The Matthews Group                            $340,000
1430 Orkla Drive
Golden Valley, MN 55427
Attn: Van Tran
Tel: (763) 253-2670

Quinn Emanuel Urquhart Oliver et al.          $310,846
865 South Figueroa Street 10th Floorr
Los Angeles, CA 90017
Attn: James Doroshow
Tel: (213) 443-3000

Risona Bank                                   $201,698
1-30 Toyotsu-Cho
Suita Japan, 564-0051

Kagan Binder PLLC                              $27,644

Lurie Besikof Lapidus et al.                   $22,585

Callahan Johnson & Associates                  $18,226

Leonard Street Dienard                         $13,967

Legallink San Francisco                        $13,743

US Bank                                         $8,644

Bill Newfield                                   $7,400

Dr. Richard Blahut                              $7,000

Incorp Services Inc.                            $5,475

Univesity of Illinois Foundation                $5,000

Safenet Inc.                                    $2,307
Department 0196

Advanced Technology Systems                     $2,253

System Stage                                    $1,600

Merrill Communications                          $1,545

Hand Held Products                                $826


W.R. GRACE: Company & 7 Executives Indicted in Libby, Montana
-------------------------------------------------------------
The United States Department of Justice and the Environmental
Protection Agency reported that a federal grand jury in the
District of Montana has indicted W.R. Grace and seven current and
former Grace executives for knowingly endangering residents of
Libby, Montana, and concealing information about the health
effects of its asbestos mining operations.

According to the Indictment, W.R. Grace and its executives, as far
back as the 1970's, attempted to hide the fact that toxic asbestos
was present in vermiculite products at the company's Libby,
Montana plant.  The grand jury charged the defendants with
conspiring to conceal information about the hazardous nature of
the company's asbestos contaminated vermiculite products,
obstructing the government's clean-up efforts, and wire fraud.  To
date, according to the indictment, approximately 1,200 residents
of Libby have been identified as suffering from some kind of
asbestos-related abnormality.

"This criminal indictment is intended to send a clear message: we
will pursue corporations and senior managers who knowingly
disregard environmental laws and jeopardize the health and welfare
of the workers and the public," said Thomas V. Skinner, EPA's
acting Assistant Administrator for Enforcement and Compliance
Assurance.

"We will not tolerate criminal conduct that is detrimental to the
environment and human health," stated Thomas L. Sansonetti,
Assistant Attorney General for the Justice Department's
Environment and Natural Resources Division.  "We look forward to
working with the District of Montana's United States Attorney's
Office to prosecute this case."

William W. Mercer, United States Attorney for the District of
Montana, and Lori Hanson, Special Agent-in-Charge, Criminal
Investigation Division, Environmental Protection Agency -- EPA,
Denver, Colorado, announced the unsealing of the 10-count
indictment today in United States District Court in Missoula,
Montana.  In addition to W.R. Grace, the indictment names as
defendants Alan Stringer, Henry Eschenbach, Jack Wolter, William
McCaig, Robert Bettacchi, O. Mario Favorito, and Robert Walsh, all
current or former employees of W.R. Grace.  The defendants will be
arraigned before United States Magistrate Judge Leif B. Erickson
at the U.S. Courthouse in Missoula, Montana.

According to the indictment, W.R. Grace operated a vermiculite
mine in Libby, Montana from 1963 to 1990, as part of its
Construction Products Division, which was headquartered in
Cambridge, Massachusetts.  Vermiculite was used in many common
commercial products, including attic insulation, fireproofing
materials, masonry fill, and as an additive to potting soils and
fertilizers.

The vermiculite deposits in Libby were contaminated with a form of
asbestos called tremolite.  Asbestos is regulated under the Clean
Air Act as a hazardous air pollutant.  Studies have shown that
exposure to asbestos can cause life-threatening illnesses,
including asbestosis, lung cancer and mesothelioma.  Health
studies on residents of the Libby area show increased incidence of
many types of asbestos related disease, including a rate of lung
cancer that is 30 percent higher than expected when compared with
rates in other areas of Montana and the United States.

The indictment alleges that the defendants, beginning in the late
1970's, obtained knowledge of the toxic nature of tremolite
asbestos in its vermiculite through internal epidemiological,
medical and toxicological studies, as well as through product
testing.  The indictment further alleges that, despite legal
requirements under the Toxic Substances Control Act to turn over
to EPA the information they possessed, W.R. Grace and its
officials failed to do so on numerous occasions.  In addition to
concealing information from EPA, the indictment alleges that W.R.
Grace and its officials also obstructed the National Institute of
Occupational Safety and Health (NIOSH) when it attempted to study
the health conditions at the Libby mine in the 1980's.

The indictment further alleges that, despite their knowledge
gained from internal studies, W.R. Grace and its officials
distributed asbestos-contaminated vermiculite and permitted it to
be distributed throughout the Libby community.  This occurred in
numerous ways, including, allowing workers to leave the mine site
covered in asbestos dust, allowing residents to take waste
vermiculite for use in their gardens and distributing vermiculite
"tailings" to the Libby schools for use as foundations for running
tracks and an outdoor ice skating rink.  After W.R. Grace closed
the Libby mine in 1990, it sold asbestos contaminated properties
to local buyers without disclosing the nature or extent of the
contamination.  One of the contaminated properties was used as a
residence and commercial nursery.

In 1999, EPA responded to reports of asbestos contamination in and
around Libby, Montana.  According to the Indictment, W.R. Grace
and its officials continued to mislead and obstruct the government
by not disclosing, as they were required to do by federal law, the
true nature and extent of the asbestos contamination.  Ultimately,
the Libby Mine and related W.R. Grace properties were declared a
Superfund site by EPA, and as of 2001, EPA had incurred
approximately $55 million in cleanup costs.

If convicted, the defendants face up to 15 years imprisonment on
each endangerment charge, and up to five years imprisonment on
each of the conspiracy and obstruction charges.  W.R. Grace could
face fines of up to twice the gain associated with its alleged
misconduct or twice the losses suffered by victims.  According to
the indictment, W.R. Grace enjoyed at least $140 million in after-
tax profits from its mining operations in Libby.  W.R. Grace also
could be ordered to pay restitution to victims.

The case is being prosecuted by Assistant United States Attorney
Kris A. McLean and Trial Attorney Kevin M. Cassidy of the Justice
Department's Environmental Crimes Section.  The case was
investigated by the United States Environmental Protection
Agency's Criminal Investigations Division, with assistance from
EPA's National Enforcement Investigations Center and the United
States Internal Revenue Service's Criminal Investigation Division.

                Grace Denies "Criminal Wrongdoing"

W.R. Grace and Company issued the following statement regarding
the indictment publicized today by the United States government:

"As a company and as individuals, we believe that one serious
illness or lost life is one too many.  That is why we have taken
so seriously our commitment to our Libby employees and the people
of Libby.

"Unfortunately, the government decided to distribute the
indictment to the media without providing a copy to Grace.   
However, based on news reports of the government's charges, Grace
categorically denies any criminal wrongdoing.

"We are surprised by the government's methods and disappointed by
its determination to bring these allegations.  And though court
rules prohibit us from commenting on the merits of the
government's charges, we look forward to setting the record
straight in a court of law.

"The individuals who make up the global Grace team are the best in
the world.  They care deeply about our customers, about their
co-workers and about the communities in which they live and raise
their families.

"The entire W.R. Grace team is supportive of the citizens of
Libby.  We hope that our continued and dedicated support for their
long-term health care, combined with their characteristic strength
and determination, will help them through these difficult times."

                  Bettacchi & Co. on Paid Leave

In a regulatory filing with the Securities and Exchange
Commission, W.R. Grace & Co. discloses that Robert J. Bettacchi,
senior vice-president of Grace and president of the Grace
Performance Chemicals business unit, and two other current
employees have been placed on administrative leave with pay so
that they may dedicate sufficient time to their defense.  The U.S.
Bankruptcy Court for the District of Delaware previously granted
Grace's request to advance legal and defense costs to the
employees, subject to a reimbursement obligation if it is later
determined that the employees did not meet the standards for
indemnification set forth under state corporate law.

                    Libby Tragedy Now in Book

For thirty years, W.R. Grace & Co. knew that the Zonolite
vermiculite mine they owned in Libby, Montana was contaminated,
and they knew why the people of Libby were dying.  But according
to investigative reporters, they did nothing, nor did the state of
Montana, or the U.S. Government.  This week, W.R. Grace & Co. and
seven of its current or former top officials have been indicted on
charges that they knowingly put their workers and the public in
danger through exposure to vermiculite ore contaminated with
asbestos from the company's mind in Libby, Montana.

AN AIR THAT KILLS (Berkley Trade Paperback January 2005) is one of
the most important works of environmental journalism in years,
eloquently told by the award-winning journalists that brought the
story to the world - Andrew Schneider, Deputy Managing Editor for
investigations for the St. Louis Post-Dispatch and David McCumber,
Managing Editor of the Seattle Post-Intelligencer.  This is the
true story of a small Montana town devastated by a vermiculite
mine owned by the profit hungry W.R. Grace & Co.

In a beautiful valley in the Cabinet Mountains of Montana, the
United States government spent millions trying to remove tons of
toxic residue from a town that had lain pristine for ages -- until
the last century, when the dust came down like a snowstorm.  That
dust turned a paradise into the worst of America's killing fields,
a place now known to be deadlier than all the others put together:
Libby, Montana.

W.R. Grace -- and the Zonolite Company before it -- hid the risks
of its mining business for more than 60 years.  Toxic dust
contaminated with lethal asbestos fibers poured out of the mine
for decades, poisoning the men who worked there, the families they
went home to and the town that grew around it.  In 1969, more than
two and a half tons of asbestos were released into the Libby air
each day.  In the years that followed, those levels nearly doubled
and hundreds died from asbestos exposure.  Worst of all, the town
was left to die by every branch of every government charged with
making sure something like this didn't happen.

AN AIR THAT KILLS is the story of the ongoing use of asbestos in
products ranging from insulation to cat litter.  It is the full
tale of the tragedy that was, the people who fought back, the
danger that continues, and the risks of exposure that are still
out there in former processing plants, backyards, attics and even
family cars.

During his 30 years in journalism, Andrew Schneider has
specialized in investigating issues of public health and safety.
He has worked for the Associated Press, The Pittsburgh Press,
Scripps Howard Newspapers, the Seattle Post Intelligencer and
Newsweek.  David McCumber is a veteran journalist with 30 years'
experience at ten newspapers around the West.  He was executive
editor of the Santa Barbara News-Press and an assistant managing
editor at the San Francisco Examiner before coming to the Post
Intelligencer as senior editor for projects in 1999.

                        AN AIR THAT KILLS

          How the Asbestos Poisoning of Libby, Montana,
                   Uncovered a National Scandal

              by Andrew Schneider and David McCumber
                        Berkley True Crime
           October 2004 * $15.00 * ISBN: 0-425-20009-4

Penguin Group (USA) Inc. is the U.S. member of the internationally
renowned Penguin Group.  Penguin Group (USA) is one of the leading
U.S. adult and children's trade book publishers, owning a wide
range of imprints and trademarks, including Berkley Books, Dutton,
Frederick Warne, G.P. Putnam's Sons, Grosset & Dunlap, New
American Library, Penguin, Philomel,  Riverhead Books and Viking,
among others.  The Penguin Group is part of Pearson plc, the
international media company.  Visit Penguin's Web site at
http://www.penguin.com/

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)


WEIRTON STEEL: Wants Until March 14 to Object to Claims
-------------------------------------------------------
The Weirton Steel Corporation Liquidating Trustee asks the U.S.
Bankruptcy Court for the Northern District of West Virginia to
extend the deadline to file objections to:

   (a) all remaining administrative claims that have yet to be
       allowed, until March 14, 2005; and

   (b) any late filed administrative claim, until the later of
       March 14, 2005, or 90 days after the late-filed
       administrative claim is filed.

Mark E. Freedlander, Esq., at McGuireWoods, LLP, in Pittsburgh,
Pennsylvania, relates that the Liquidating Trustee has continued  
to diligently prosecute and negotiate administrative claims  
objections.  However, due to the volume of asserted claims, the  
continuous filing of late administrative claims, protracted  
negotiations, and the corresponding litigation processes, it will  
be nearly impossible to address and resolve the remaining  
administrative claims disputes by the Administrative Claim  
Objection Deadline.

Mr. Freedlander avers that absent an extension, the Liquidating  
Trustee will be compelled to file objections to numerous  
administrative claims without having adequate opportunity to  
amicably resolve the numerous outstanding administrative claims  
disputes.  Moreover, failure to extend the Administrative Claims  
Objection Deadline will deprive the Liquidating Trustee of an  
adequate opportunity to review and analyze the late-filed  
administrative claims.

A telephonic hearing to consider Weirton's request is scheduled  
on March 16, 2005, at 1:30 p.m., prevailing Eastern Time.  Judge  
Friend extends the Administrative Claims Objection Deadline  
pending the entry of a final order and the expiration of the  
corresponding appeal period.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products. The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share. The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802). Judge L. Edward
Friend, II administers the Debtors' cases. Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP, represent the Debtors in their
liquidation. Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group. Weirton's confirmed Plan
of Liquidation became effective on Sept. 8, 2004. (Weirton
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YELLOW ROADWAY: Inks Pact to Acquire USF Corp. for $1.37 Billion
----------------------------------------------------------------
Yellow Roadway Corporation (NASDAQ:YELL) and USF Corporation
(NASDAQ:USFC) have entered into a definitive agreement pursuant to
which Yellow Roadway will acquire USF.  Highlights of the
agreement, which has been unanimously approved by the boards of
directors of both companies, include:

   -- A transaction value of approximately $1.37 billion (based on
      the Yellow Roadway trailing 90-day closing stock price as of
      Feb. 18, 2005).  Yellow Roadway will also assume an expected
      $99 million in net USF debt, resulting in a total enterprise
      value of approximately $1.47 billion.

   -- The right of USF shareholders to elect for each share either
      $45.00 in cash or 0.9024 shares (a fixed exchange ratio) of
      Yellow Roadway common stock. All shareholder elections will
      then be adjusted such that the gross cash consideration will
      total approximately $639 million (based on the USF shares
      currently outstanding) and the balance will be paid in
      stock.

   -- A tax-free transaction to USF shareholders to the extent
      such shareholders receive shares of Yellow Roadway stock.

   -- The transaction is subject to the approval of shareholders
      of both companies. In addition, the acquisition is subject
      to the expiration or termination of the waiting period
      pursuant to the Hart-Scott-Rodino Antitrust Improvement Act
      of 1976, as amended, and other customary closing conditions.

The acquisition, which is expected to close in summer 2005, will
further advance Yellow Roadway as one of the leading
transportation services companies in the world.  The combined
enterprise is expected to have annual revenue in excess of
$9 billion, with over 70,000 employees and 1,000 service
locations.  Also, the combined entity will offer customers a broad
range of transportation services including next day, inter-
regional, national and international capabilities.

"This is a case of opportunity knocking twice," said Bill Zollars,
Chairman, President and Chief Executive Officer of Yellow Roadway.  
"USF represents an excellent opportunity to leverage the
successful strategy that was employed with Roadway.  When applied
to USF, this includes maintaining the strong separate brand
identities, customer interfaces and distinct operations of each
business unit."

"With the addition of USF, we continue to accelerate our growth,
earnings and positive momentum," Mr. Zollars continued.  "Our
strategic rationale for this transaction is focused on enhanced
scale, complementary service offerings and significant cost
synergies.  USF provides Yellow Roadway with immediate and
nationwide scale in next-day and regional markets, which are among
the fastest growing transportation segments.  Additionally, our
logistics and truckload capabilities will be enhanced by the USF
service capabilities."

Paul Liska, executive chairman of USF, added, "This transaction
creates significant value for USF shareholders, employees and
customers from both a near- and long-term perspective.  In
addition to the substantial synergies available, the USF companies
gain access to industry-leading technology and opportunities to
share best practices that will benefit our combined customer
bases."

"Our employees benefit from the enhanced career opportunities that
will be available as part of a larger organization," added Thomas
Bergmann, acting Chief Executive Officer of USF.  "This
transaction positions the combined company for long-term success."

The transaction is expected to be accretive to Yellow Roadway
earnings per share within twelve months of closing.  Approximately
$40 million of net synergies are expected within the first twelve
months along with run rate synergies of $80 million per annum
after the first twelve months. Longer-term synergy opportunities
are estimated to be at least $150 million per annum in total.

Upon the closing of the transaction, the following individuals
will lead the key divisions of the combined entity and report
directly to Mr. Zollars:

   -- Jim Staley, current President of the Roadway Group, will
      become President of the Yellow Roadway regional companies
      which will include New Penn Motor Express, USF Holland, USF
      Reddaway, USF Dugan and USF Bestway. Staley will also be
      responsible for the truckload unit of USF, Glen Moore.

   -- Bob Stull, who currently reports to Jim Staley as President
      of Roadway Express, will continue in that role and report
      directly to Zollars.

   -- James Welch, President of Yellow Transportation, will
      continue in that role.

   -- Jim Ritchie will continue as President of Meridian IQ, the
      logistics unit of Yellow Roadway, which will include the
      operations of USF Logistics.

   -- Mike Smid will remain as President of Yellow Roadway
      Enterprise Services and Chief Integration Officer.

It is anticipated that one current member, to be determined, of
the USF board of directors will join the Yellow Roadway board of
directors upon the closing of the acquisition.

The financial and legal advisors for Yellow Roadway were
Integrated Finance Limited and Fulbright & Jaworski L.L.P.,
respectively.  The financial and legal advisors for USF were
Morgan Stanley and Sullivan & Cromwell LLP, respectively.

                       About USF Corporation
     
USF Corporation -- http://www.usfc.com/-- a $2.4 billion leader  
in the transportation industry, specializes in delivering
comprehensive supply chain management solutions, including high-
value next-day, regional and national LTL transportation, forward
and reverse logistics, and premium regional and national truckload
transportation. The company serves the North American market,
including the United States, Canada and Mexico, as well as the
U.S. territories of Puerto Rico and Guam. USF Corporation is
headquartered in Chicago, Illinois.

                  About Yellow Roadway Corporation

Yellow Roadway Corporation is one of the largest transportation
service providers in the world. Through its subsidiaries including
Yellow Transportation, Roadway Express, New Penn Motor Express,
Reimer Express, Meridian IQ and Yellow Roadway Technologies,
Yellow Roadway provides a wide range of asset and non-asset-based
transportation services integrated by technology. The portfolio of
brands provided through Yellow Roadway Corporation subsidiaries
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally. Headquartered in Overland Park, Kansas, Yellow
Roadway Corporation employs over 50,000 people.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2004,
Moody's Investors Service assigned a Ba1 rating to Yellow Roadway
Corporation's $500 million unsecured revolving credit facility due
2009.  Concurrently, Moody's upgraded the company's senior
unsecured and issuer ratings to Ba1, affirmed the senior implied
at Ba1, and withdrew the senior secured rating.  The rating
outlook remains positive.

The rating actions reflect the change in relative priority of
claim among creditors in Yellow Roadway's capital structure as a
result of the replacement of an existing secured bank credit
facility with a new unsecured facility.  With all of the company's
debt now unsecured, Moody's upgraded the senior unsecured and
issuer ratings to the senior implied rating of Ba1.


* Alvarez & Marsal Names Philip Kruse Managing Director in NY Ofc.
------------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, disclosed
that Philip Kruse has joined the firm's Dispute Analysis and
Forensics group as a Managing Director in the New York office.

With over 22 years of experience providing accounting, auditing
and consulting services in various industries including high
technology, media and publishing, leasing, manufacturing, retail,
real estate and financial services, Mr. Kruse has led numerous
corporate investigations on behalf of audit committees, special
committees, management and regulators involving the investigation
of potential accounting irregularities, misappropriation of
assets, accountant malpractice and Federal Corrupt Practices Act
violations.  He has also advised numerous clients on post-closing
purchase price and earn-out disputes including service as a
neutral arbitrator, investigation of potential objections to
closing balance sheets, preparation of arbitration submissions,
settlement negotiations and serving as an expert witness in
arbitration and court proceedings.

"Phil brings an outstanding background to Alvarez & Marsal," said
Bill Abington, an A&M Managing Director and leader of the firm's
Dispute Analysis and Forensics services group.  "His substantial
experience analyzing complex financial and operational information
will be invaluable in enhancing our breadth of offerings and
serving the needs of a broad array of clients."

Prior to joining A&M, Mr. Kruse was a Partner in the forensic and
dispute services practice of a Big Four accounting firm where he
served as the firm's leader of the corporate investigations
practice.  He holds a bachelor's degree in Accounting and Business
Administration from the University of Kansas.  He is a Certified
Public Accountant licensed in the States of New York, Texas,
Kansas, Nebraska and Oregon.  He is a member of the American
Institute of Certified Public Accountants and the New York Society
of Certified Public Accountants.

Alvarez & Marsal's Dispute Analysis and Forensics group provides a
range of analytical and investigative services to major law firms,
corporate counsel and management involved in complex legal and
financial disputes.  DA&F provides sophisticated financial and
economic analysis to assist clients in resolving high-stakes
issues ranging from internal matters to litigation - in the
boardroom to the courtroom. The group also conducts corporate and
technology investigations to help companies identify and mitigate
risks and properly address internal or external financial
inquiries.  DA&F services include: expert testimony, lost profits
analysis, business valuation, business interruption claims,
accounting and financial analysis, claims preparation and review,
arbitration service, forensics investigations, and technology
forensics investigations including electronic evidence and
computer forensics analysis.  

                      About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding companies and public sector entities
through complex financial, operational and organizational
challenges.  Employing a unique hands-on approach, the firm works
closely with clients to improve performance, identify and resolve
problems and unlock value for stakeholders. Founded in 1983,
Alvarez & Marsal draws on a strong operational heritage in
providing services including turnaround management consulting,
crisis and interim management, creditor advisory, financial
advisory, dispute analysis and forensics, tax advisory, real
estate advisory and business consulting. A network of nearly 400
seasoned professionals in locations across the US, Europe, Asia
and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.  
For more information, visit http://www.alvarezandmarsal.com/


* Kevin Frawley Joins Crawford & Company as Executive Vice Pres.
----------------------------------------------------------------
Crawford & Company (NYSE: CRDA; CRDB) disclosed that Kevin B.
Frawley has joined the company to oversee and coordinate its
offerings in the financial administration services market to
include the Garden City Group, Inc.  GCG, a wholly owned
subsidiary of Crawford, administers class action settlements
relating to securities, product liability, and other commercial
matters as well as bankruptcy and product warranty claims.

"Our opportunity in this market is large enough to provide
meaningful incremental growth over the next several years, and I
look to Kevin to help lead the way by generating new business and
developing other service lines within the financial administration
services sector," said Tom Crawford, president and CEO of Crawford
& Company.  "Kevin's experience, demonstrated leadership ability,
and vision are great assets to the company."

Mr. Frawley comes from Prudential Financial, Inc., where he held
the titles of chief compliance officer, United States Insurance
Division; chief administration officer, Retail Division, United
States Insurance Division; chief compliance officer in Individual
Financial Services; and senior vice president and senior counsel
for Prudential Securities.

Prior to Prudential, Mr. Frawley worked for the Office of the
Mayor in the City of New York as commissioner of the Department of
Investigations.  As a mayoral appointee, he supervised a staff of
more than 700 attorneys, accountants, police detectives, and
investigators responsible for pursuing fraud, corruption and
conflicts of interest in collaboration with state and federal
prosecutors and law enforcement agencies.  He began his career in
the Office of the Mayor as a criminal justice coordinator.

Mr. Frawley earned a Bachelor of Arts degree from the College of
the Holy Cross in Worcester, Massachusetts and a Juris Doctorate
from Fordham University School of Law in New York City.

Based in Atlanta, Georgia, Crawford & Company --
http://www.crawfordandcompany.com/-- is the world's largest  
independent provider of claims management solutions to insurance
companies and self- insured entities, with a global network of
more than 700 offices in 63 countries.  Major service lines
include workers' compensation claims administration and healthcare
management services, property and casualty claims management,
class action services and risk management information services.  
The Company's shares are traded on the NYSE under the symbols CRDA
and CRDB.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (126)         183       62
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (227)       3,249      919
Ampex Corp.             AEXCA      (140)          33       12
AMR Corp.               AMR        (581)      28,773   (2,047)
Amylin Pharm. Inc.      AMLN        (42)         402      325
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (516)       1,608      169
Choice Hotels           CHH        (203)         262      (32)
Cincinnati Bell         CBB        (600)       1,987      (20)
Clorox Co.              CLX        (457)       3,710     (422)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (25)          30       22
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (3,297)      23,526   (2,614)
Deluxe Corp             DLX        (179)       1,533     (337)
Denny's Corporation     DNYY       (246)         730      (80)
Dollar Financial        DLLR        (47)         335       82
Domino Pizza            DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,711)       6,170     (503)
Emeritus Corp           ESC        (102)         693      (53)
Empire Resorts          NYNY        (13)          61        7
Fairpoint Comm.         FRP         (53)         828      (33)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
I2 Technologies         ITWH       (180)         385       85
IMAX Corp               IMX         (49)         222        9
Immersion Corp.         IMMR         (5)          26        9
Indevus Pharm.          IDEV        (84)         149      108
Int'l Wire Group        ITWG        (80)         410       97
Isis Pharm.             ISIS        (18)         255      116
Life Sciences           LSRI         (5)         173        1
Lodgenet Entertainment  LNET        (68)         301       20
Lucent Tech. Inc.       LU         (717)      16,687    3,921
Majesco Holdings        MJES        (41)          26        9
Maxxam Inc.             MXM        (649)       1,017       72
Maytag Corp.            MYG         (75)       3,020      535
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
Northwest Airline       NWAC     (2,166)      14,450     (431)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (381)       1,110      215
Pegasus Comm            PGTV       (203)         235       52
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,612)      24,324      (68)
Riviera Holdings        RIV         (31)         224        1
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (331)       1,039      707
St. John Knits Inc.     SJKI        (57)         208       73
Syntroleum Corp.        SYNM         (8)          48       11
Triton PCS Holding A    TPC        (254)       1,443       62
US Unwired Inc.         UNWR       (263)         640     (335)
U-Store-It Trust        YSI         (34)         536      N.A.
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (33)         486       31
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***