TCR_Public/050303.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, March 3, 2005, Vol. 9, No. 52

                          Headlines

AINSWORTH LUMBER: Wants to Buy Chatham Forest's OSB Mill Project
AINSWORTH LUMBER: Earns $53.1 Million of Net Income in 4th Quarter
AIRCRAFT FINANCE: Moody's Junks $71 Million Class C Notes
AMERCO: Daniel Mullen Replaces James Grogan as Director
AMERCO: Appoints Charles Bayer to Audit Committee

AMERICAN ENERGY: Lack of Revenue Casts Doubt on Firm's Viability
AMERIQUEST MORTGAGE: S&P Puts Low-B Ratings on Nine Cert. Classes
AMERUS GROUP: Fitch Says Litigation May Have Neg. Credit Impact
ATA AIRLINES: Sharing Business Plan with Committee This Week
BANC OF AMERICA: Moody's Puts Low-B Ratings on Classes B-4 & B-5

BEAR STEARNS: Increased Default Chances Cue S&P to Review Ratings
BJT ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
BROADBAND OFFICE: Court Approves Priority Wage Claims Compromise
C-BASS: Fitch Affirms Low-B Ratings on Five Series 1999-3 Classes
CABLE PLASTICS: Case Summary & 21 Largest Unsecured Creditors

CATHOLIC CHURCH: Tuscon Judge Balks at Hamilton Rabinovitz's Fees
CEMEX S.A.: Assumes $5.8B RMC Debt & Pays $4.1B in Acquisition
CHARTER COMMS: Equity Deficit Widens to $4.4 Billion at Dec. 31
CHARTER COMMS: Derek Chang Resigns as Interim Co-CFO
CHURCH OF GREATER WORKS: Voluntary Chapter 11 Case Summary

COMMERCIAL MORTGAGE: S&P Puts Cert. Classes H & J on CreditWatch
CONTINENTAL AIRLINES: Reports 73.9% Load Factor in February 2005
CONTINENTAL AIRLINES: Unions Transmit Tentative Pacts to Members
CONVERSENT COMMS: S&P Assigns B Rating to $225M Secured Facility
CREDIT SUISSE: Fitch Assigns Low-B Rating on Six Mortgage Certs.

DB COMPANIES: General Unsecured Creditors Eye 50-80% Distribution
DELTA PETROLEUM: S&P Rates Planned $150M Sr. Unsec. Notes at B-
DELTA PETROLEUM: Moody's Puts B3 Rating on $150MM Sr. Unsec. Notes
DIMON INC: Lowers Fiscal Year 2005 Earnings Guidance
DLJ MORTGAGE: Fitch Assigns BB+ Rating on $26.9MM Mortgage Cert.

ENRON CORP: JPMorgan Calculates Administrative Claim to be $115.9M
EXIDE TECH: Expects to Complete Private Financing Before March 31
EXIDE TECH: Moody's Junks $350 Million Senior Unsecured Notes
EYE CARE CENTERS: Finalizes $450 Million Sale by Moulin Int'l.

FAIRFAX FINANCIAL: Fitch Assigns B+ Rating on Senior Debt
FC CBO: Moody's Junks Three Note Classes After Review
FIBERMARK INC: Plan Confirmation Hearing Continued to March 7
FIRACHA CONSTRUCTION: Case Summary & Largest Unsecured Creditor
FIRST VIRTUAL: RADVISION Buys All Assets for $7.15 Million in Cash

FREMONT HOME: Moody's Puts Ba2 Rating on $11.893M Class M10 Certs.
G-STAR: Fitch Affirms BB- Rating on $7,659,366 Class D Notes
GARDEN RIDGE: Disclosure Statement Hearing Set for Mar. 29
GARDEN RIDGE: Has Until April 1 to Make Lease-Related Decisions
GLASS GROUP INC: Case Summary & 20 Largest Unsecured Creditors

GLATFELTER CO: S&P Downgrades Ratings to BB+ After Reassessment
GP CAPITAL: S&P Upgrades Rating on Class G Certificates to BB
GREIF INC: Declares Quarterly Cash Dividends on Common Shares
GSR MORTGAGE: Fitch Puts Low-B Ratings on 2 Mortgage Certificates
HAWAII COMMUNITY: Case Summary & 4 Largest Unsecured Creditors

HEALTHESSENTIALS: Files for Chapter 11 Protection in Kentucky
HEALTHESSENTIALS: Case Summary & 40 Largest Unsecured Creditors
HEALTH NET: S&P Slices Rating on $400M Senior Unsec. Notes to BB
HERITAGE NETWORKS: Heritage Media Completes Management Buyout
HOLLY ENERGY: Completes $120 Million Alon USA Acquisition

INGLES MARKETS: S&P Downgrades Ratings to BB- After Review
INTERSTATE BAKERIES: Brandes Investment Discloses 7% Equity Stake
JUNCTION LIMESTONE: Case Summary & 20 Largest Unsecured Creditors
KING PHARMACEUTICALS: S&P Puts BB Rating on CreditWatch Negative
LAS VEGAS SANDS: Elects Irwin Chafetz to Board of Directors

LEVI STRAUSS: S&P Rates Proposed $550M Senior Unsec. Notes at B-
LIBERTY GROUP: Inks New $280 Million Bank Loan with Wells Fargo
MANITOWOC COMPANY: Names Mary Ellen Bowers as Corporate Officer
MEDMIRA INC: Issuing Up to $1.6 Million of Convertible Debentures
MILLENNIUM ASSISTED: Taps Mehr LaFrance as Special Counsel

MORGAN STANLEY: Fitch Upgrades $21.2 Million Mortgage Cert. to BB+
MORGAN STANLEY: Fitch Junks Three Mortgage Certificate Classes
NORTH AMERICAN ENERGY: S&P's Low-B Ratings Still on CreditWatch
PACIFIC LUMBER: Gets Waiver from Lenders Until March 11
PHIBRO ANIMAL: Redeems Palladium's Series C Preferred Stock

R.J. TOWER: S&P Says Senior Secured Lenders Will Be Paid in Full
SALOMON BROTHERS: Fitch Junks Two 2000-C2 Certificate Classes
SANDITEN INVESTMENTS: Gable & Gotwals Approved as Bankr. Counsel
SANDITEN INVESTMENTS: Section 341(a) Meeting Slated for Mar. 30
SECURITY INTELLIGENCE: Liquidity Woes May Trigger Bankruptcy

SHAW GROUP: Completes $450M Bond Financing for Three Units
SOUNDVIEW HOME: Moody's Puts Ba3 Rating on $3.148MM Class B Certs.
SQUALICUM INVESTMENTS: Case Summary & 20 Largest Unsec. Creditors
STELCO INC: Rejects All Proposals & Will Sell Some Subsidiaries
STELCO INC: Unions Support Restructuring Except Subsidiaries' Sale

STRATEGY FIRST: Inks Acquisition Pact with Silverstar Holdings
SYNIVERSE TECHNOLOGIES: Moody's Upgrades Rating After IPO
TOM'S FOODS: Heico Holdings Proposes $15 Million Cash Investment
TOPSAIL CBO: Moody's Confirms B2 Rating on $5MM Class C Sub. Notes
TOWER AUTOMOTIVE: Can Fully Access $725 Million DIP Financing

TOWER AUTOMOTIVE: S&P Withdraws D Corporate Credit & Debt Ratings
TRUSTREET PROPERTIES: Moody's Pares Rating on Preferred Stock
TUBETEC INC: Case Summary & 20 Largest Unsecured Creditors
UAL CORP: Fallon Holds $1.9 Million of Allowed Secured Claim
UNISPHERE WASTE: Files Notice of Intention Under BIA in Canada

WABASH ENVIRONMENTAL: Case Summary & Largest Unsecured Creditors
WESTPOINT STEVENS: Court Okays Amended Services for Yantek
WINN-DIXIE: Gets Interim Approval of Cash Management System
WINN-DIXIE: Court Okays Interim Use of Existing Bank Accounts
YUKOS OIL: Challenges Court's Findings of Fact

YUKOS OIL: Fitch Says Legal Risk Remains a Russian Domestic Affair

                          *********

AINSWORTH LUMBER: Wants to Buy Chatham Forest's OSB Mill Project
----------------------------------------------------------------
Ainsworth Lumber Co. Ltd. (TSX:ANS) has signed a letter of intent
with Chatham Forest Products, Inc., for the purchase of a proposed
oriented strand board mill project based in Lisbon, New York.
Execution of a definitive agreement is conditional upon the
successful completion by Ainsworth of its due diligence review, as
well as other conditions including fiber supply assurance,
completion of a site suitability review and assurances of
financing, which are expected to occur during the second quarter
of 2005.

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

                         *     *     *

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

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

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


AINSWORTH LUMBER: Earns $53.1 Million of Net Income in 4th Quarter
------------------------------------------------------------------
VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Feb. 28, 2005)

Ainsworth Lumber Co. Ltd. (TSX:ANS) reported its financial results
for the fourth quarter and year ended December 31, 2004.

The company generated net income of $53.1 million for the fourth
quarter of 2004 compared to $40.9 million in same period of 2003.

During the quarter, operating earnings declined to $27.5 million
on sales of $253.0 million compared to $67.4 million on sales of
$173.6 million in the same period of 2003.  This decrease was
principally driven by lower average OSB prices, higher raw
material prices and higher selling and administration expenses.
The 45.7% increase in sales is attributed to significantly higher
OSB shipments arising from the company's acquisition of an
additional four OSB manufacturing facilities during the second and
third quarters of 2004.  EBITDA, defined as operating earnings
before amortization and write-down of capital assets, plus
interest and other income, in the three-month period declined to
$56.4 million from $89.2 million in the same period of 2003 due to
the lower average OSB margins and the unfavourable impact of the
significant appreciation in the Canadian dollar.  The increase in
net income is mainly attributable to a $33.3 million increase in
the unrealized foreign exchange gain on U.S.-dollar denominated
debt and a $15.7 million decrease in income tax expense being
partly offset by the lower average OSB margins.  Cash provided by
operations (after changes in non-cash working capital) was
$59.0 million compared to $77.8 million in the same period of
2003.

For the twelve months ended December 31, 2004, net income was a
record high $165.4 million or $11.32 per share compared to
$123.7 million or $8.49 per share for the same period of 2003.
This higher net income is largely explained by a $170.8 million
improvement in operating earnings that was partly offset by a
$106.2 million one-time expense related to refinancing long-term
debt in early 2004.  A 51.8% increase in OSB shipments and a 17.3%
increase in OSB prices were the principal reasons for higher
operating earnings compared to 2003.  For the year, EBITDA was
$365.6 million on sales of $909.9 million compared to
$201.5 million on sales of $543.0 million in 2003. Cash provided
by operations (after changes in non-cash working capital) totaled
$352.7 million in 2004 compared to $133.6 million in the prior
year.

Brian Ainsworth, Chairman and Chief Executive Officer, said: "We
are pleased with the excellent financial and operational results
achieved in 2004; a performance that reflects the successful
execution of our engineered wood strategy.  Our strategic
positioning enabled us to fully capture the opportunity provided
by very favourable market conditions.  The acquisition during 2004
of another four OSB plants further enhances our capacity to
benefit in future periods from solid homebuilding fundamentals and
strong demand for our products."

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

                         *     *     *

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

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

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


AIRCRAFT FINANCE: Moody's Junks $71 Million Class C Notes
---------------------------------------------------------
Moody's Investors Service is placing under review for possible
downgrade its ratings on four classes of notes issued by Aircraft
Finance Trust -- AFT.

The complete rating action is:

  -- Issuer: Aircraft Finance Trust, Series 1999-1

     * US $512 Million Class A-1 Floating Rate Notes due
       May 15, 2024, rated Ba1, Under Review for Possible
       Downgrade;

     * US $206 Million Class A-2 Floating Rate Notes due
       May 15, 2024, rated A2, Under Review for Possible
       Downgrade;

     * US $100 Million Class B Floating Rate Notes due
       May 15, 2024, rated B3, Under Review for Possible
       Downgrade;

     * US $71 Million Class C Fixed Rate Notes due May 15, 2024,
       rated Caa3, Under Review for Possible Downgrade;

The rating actions are due to the dramatic increase in maintenance
expenses incurred by the trust in recent months and the rising
concern that this trend will continue.  In January 2005, the Class
D Notes defaulted on interest following the full depletion of the
Class D liquidity account.

In February, a spike in maintenance expenses caused a full
drawdown of the Class C liquidity account and a partial drawdown
of the Class B liquidity account.  As a result, the Class C Notes
defaulted.  These jumps in maintenance expenses were inconsistent
with the relatively low expenses seen in prior years on AFT

There are currently four off-lease aircraft, representing around
9% of the portfolio, three of which have signed new leases. By the
end of 2005, leases on nine aircraft will expire, representing 27%
of the portfolio.  The company has been remarketing these aircraft
actively and in some cases has secured LOIs or signed new leases;
however the expected lease rates are 30%-40% lower than their
current rates.  Given the heavy remarketing task in 2005 and the
wide-body concentration of the portfolio, Moody's expects that
there will be continuous volatility on the timing and the amount
of the expenses that will be incurred in near future.

Moody's review will focus on the several factors including:

     (i) current and future expense management,

    (ii) the likelihood of the Class B Notes defaulting on
         interest, and

   (iii) probability of extension risk with respect to principal
         payments on Class A Notes.


AMERCO: Daniel Mullen Replaces James Grogan as Director
-------------------------------------------------------
AMERCO (Nasdaq: UHAL) disclosed that Daniel R. Mullen has joined
its board of directors.  Mr. Mullen replaces James J. Grogan, who
resigned from the Board earlier this month.

"Dan brings a wealth of experience, insight and business expertise
to AMERCO. His extensive experience in finance will benefit the
board greatly as we move toward achieving operational excellence
for AMERCO," stated E.J. "Joe" Shoen, chairman of AMERCO.

Mullen serves as president of Continental Leasing Company, a
Phoenix-based investment and venture capital firm. Previously, he
held senior finance positions at Talley Industries, Inc., where he
served as vice president, treasurer and principal financial
officer. He is a member of Financial Executives International and
serves on the board of directors at C. Myers Corporation. Mullen
is also active in community service through his work with Arizona
State University and Interfaith Cooperative Ministries.

"I'm excited to have the opportunity to help benefit AMERCO and
its commitment to its customers." Mullen said. "I believe my
financial background will complement Board member expertise and
will assist in building value for AMERCO shareholders. It will be
a privilege to offer my experience to the Company's Board."

                        About the Company

AMERCO -- http://www.amerco.com/-- is the parent company of
Republic Western Insurance Company, Oxford Life Insurance Company,
Amerco Real Estate Company and U-Haul, the nation's leading do-it-
yourself moving company with a network of over 14,900 locations in
all 50 United States and 10 Canadian Provinces. Celebrating its
60th year of serving customers, the Company has the largest rental
fleet in the world, with over 94,000 trucks, 75,000 trailers and
35,000 tow devices. U-Haul has also been a leader in the storage
industry since 1974, with over 340,000 rooms and more than 28.8
million square feet of storage space and over 1,000 facilities
throughout North America.

In June 2004, Standard & Poor's assigned its B+ rating, with a
stable outlook, to AMERCO's $105.1 million issue of 9% second
lien notes due 2009.


AMERCO: Appoints Charles Bayer to Audit Committee
-------------------------------------------------
AMERCO (Nasdaq: UHAL) appointed Charles J. Bayer to the Audit
Committee of the Board of Directors of AMERCO.  Mr. Bayer is a
member of the AMERCO Board of Directors and has served since 1990.
Mr. Bayer replaces James J. Grogan on the Audit Committee.
Mr. Grogan resigned from the Board and Board committees including
the Audit Committee earlier this month.

Mr. Bayer began his career as a commissioned officer in the U.S.
Navy from 1962 - 1967 serving two tours of duty in Vietnam on the
USS Asheville, ultimately becoming its Commanding Officer.  Mr.
Bayer has held numerous senior level positions including Director
of Finance and Administration for the U-Haul Technical Center and
President of Amerco Real Estate.

Mr. Bayer earned an MBA from Arizona State University, Tempe,
Arizona in 1972 and a Bachelor of Science in 1962, graduating cum
laude from the University of Notre Dame, Notre Dame, Ind.

                        About the Company

AMERCO -- http://www.amerco.com/-- is the parent company of
Republic Western Insurance Company, Oxford Life Insurance Company,
Amerco Real Estate Company and U-Haul, the nation's leading do-it-
yourself moving company with a network of over 14,900 locations in
all 50 United States and 10 Canadian Provinces. Celebrating its
60th year of serving customers, the Company has the largest rental
fleet in the world, with over 94,000 trucks, 75,000 trailers and
35,000 tow devices. U-Haul has also been a leader in the storage
industry since 1974, with over 340,000 rooms and more than 28.8
million square feet of storage space and over 1,000 facilities
throughout North America.

In June 2004, Standard & Poor's assigned its B+ rating, with a
stable outlook, to AMERCO's $105.1 million issue of 9% second
lien notes due 2009.


AMERICAN ENERGY: Lack of Revenue Casts Doubt on Firm's Viability
----------------------------------------------------------------
Prior to The American Energy Group, Ltd.'s bankruptcy proceedings
initiated on June 28, 2002, the Company was an active oil and gas
exploration and development company.  The foreclosure of its Fort
Bend County, Texas oil and gas leases by the secured creditor in
early calendar 2003 resulted in the loss of the Company's only
revenue producing asset.  Now the Company intends to initiate new
business activities by prudent management of its Pakistan
overriding royalty interest and its Galveston, Texas interests and
if successful in generating working capital from these investments
or from sales of securities, American Energy Group intends to
pursue investment opportunities in the oil and gas business.
Drilling of the first well in Pakistan as to which its overriding
royalty pertains is scheduled for the first quarter of calendar
2005.

Since emerging from bankruptcy, The American Energy Group, Ltd.
has been funded solely through the private sale of convertible
debt securities totaling $575,000 pursuant to the Second Amended
Plan of Reorganization, all of which has been converted to common
stock.  Subsequent to the end of the quarter ending Dec. 31, 2004,
the Company obtained a loan from a private party for $200,000 for
near term operating capital, the terms of which are accrual of
interest at Wall Street Prime plus one percent, no prepayment
penalty, and a maturity of one year, with the right to extend the
maturity for an additional year by the payment of an extension fee
of $20,000.  During the quarter ended December 31, 2004, the
Company issued 76,520 shares of restricted common stock to pay for
$25,416.67 in accounting services through December 31, 2004.  On a
going forward basis, American Energy believes that it will need
additional operating capital and anticipates seeking an infusion
of cash through loans, sales of securities, a sale or partial sale
of the Galveston County, Texas assets or successful resolution of
the Smith Energy litigation.  The Company anticipates that some
critical services rendered by third parties during the 2005
calendar year will be paid with common stock, instead of cash
assets.  Successful drilling on the Pakistan Concession by Hydro
Tur (Energy) Ltd. will also result in the generation of operating
capital once sales into the existing pipeline infrastructure
begin.  However, there can be no assurance that the
Company will be successful in obtaining sufficient operating
capital to meet future needs from any of these potential sources.

In light of its current lack of revenue-generating business
operations and the need to further capitalize future overhead,
operations and growth, American Energy Group, Ltd.'s viability as
a going concern is uncertain.

Headquartered in Houston, Texas, The American Energy Group, Ltd.
was, until its bankruptcy in 2002, an independent oil and natural
gas company engaged in the exploration, development acquisition
and production of crude oil and natural gas properties in the
Texas gulf coast region of the United States and in the Jacobabad
area of the Republic of Pakistan.

The Company's creditors filed an involuntary chapter 7 petition on
June 28, 2002 (Bankr. S.D. Tex. Case No. 02-37125).  The Company
converted the chapter 7 case to a chapter 11 proceeding on
Dec. 12, 2002.  Leonard H. Simon, Esq., at Pendergraft & Simon
L.L.P represents the Debtor in its chapter 11 case.  The Company
listed $18,507,723 in total assets and $4,140,230 in total debts
in papers filed with the Bankruptcy Court in 2002.


AMERIQUEST MORTGAGE: S&P Puts Low-B Ratings on Nine Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
23 classes from 13 series of pass-through certificates issued by
Ameriquest Mortgage Securities, Inc.  At the same time, ratings
are affirmed on 360 classes from 41 series also issued by
Ameriquest Mortgage Securities, Inc.

The raised ratings reflect the increase in the actual and
projected credit support percentages to the respective classes,
although the total delinquency and cumulative realized loss
percentages were relatively high.  The higher credit support
percentages resulted from the shifting interest structure of the
transactions, benefiting from the significant paydown of their
respective mortgage pools.  In addition, delinquency triggers were
in effect for seven of the 13 transactions, preventing their
respective overcollateralization (O/C) from stepping down.
Triggers were not in effect for the other six transactions.  All
13 transactions were at or close to their respective O/C targets.

As of the January 2005 remittance date, the outstanding pool
balance for these upgraded transactions ranged from 8.65% (series
2001-3) to 36.94% (series 2003-2).  Total delinquencies ranged
from 11.23% (series 2002-5) to 38.63% (series 2001-2) and
cumulative realized losses ranged from 0.22% (series 2002-5) to
5.00% (series 2000-1).

The affirmed ratings reflect adequate actual and projected credit
support percentages and the shifting interest structure of the
transactions.  As of the January 2005 remittance date, total
delinquencies ranged from 0.33% (series 2003-IA1) to 19.86%
(series 2002-AR1).  Fourteen of the 28 transactions with affirmed
ratings only had total delinquencies below 5%.  Ten transactions,
issued mostly in 2004, had no realized losses as of January 2005.
For the other 18, cumulative realized losses ranged from less than
0.01% (series 2004-R7) to 0.71% (series 2002-AR1).  In addition,
these transactions were at their respective O/C targets.

Credit support is provided by subordination,
overcollateralization, and excess spread.  The collateral consists
of 30-year, adjustable-rate, fully amortizing, subprime mortgage
loans secured by first liens on one- to four-family residential
properties.

                         Ratings Raised

              Ameriquest Mortgage Securities, Inc.
                   Pass-Through Certificates

                                      Rating
             Series   Class      To           From
             ------   -----      --           ----
             2000-1   M-2        AAA          AA+
             2000-1   M-3        AA           BBB
             2000-2   M-2        AAA          AA+
             2000-2   M-3        AA-          BBB
             2001-1   M-1        AAA          AA+
             2001-2   M-1        AAA          AA+
             2001-2   M-2        A+           A
             2001-3   M-2        AA           A
             2002-1   M-1        AAA          AA
             2002-1   M-2        AA           A
             2002-2   M-1        AAA          AA
             2002-2   M-2        AA           A
             2002-3   M-1        AAA          AA
             2002-3   M-2        A+           A
             2002-4   M-1        AAA          AA
             2002-4   M-2        AA-          A
             2002-5   M-1        AAA          AA
             2002-5   M-2        AA-          A
             2003-1   M-1        AA+          AA
             2003-1   M-2        A+           A
             2003-2   M-1        AA+          AA
             2003-2   M-2        A+           A
             2003-AR1 M-1        AA+          AA

                        Ratings Affirmed

              Ameriquest Mortgage Securities, Inc.
                   Pass-Through Certificates

   Series    Class                                     Rating
   ------    -----                                     ------
   2000-1    M-1                                          AAA
   2001-1    A                                            AAA
   2001-1    M-2                                          A
   2001-2    A-1                                          AAA
   2001-2    M-3                                          BBB
   2001-3    M-3                                          BBB
   2002-1    AF-6, AV, S                                  AAA
   2002-1    M-3                                          BBB
   2002-1    M-4                                          BBB-
   2002-2    AF-6, AV, S                                  AAA
   2002-2    M-3                                          BBB
   2002-2    M-4                                          BBB-
   2002-3    AF-6, AV-1, S                                AAA
   2002-3    M-3                                          BBB
   2002-3    M-4                                          BBB-
   2002-4    AF-1, AV-1, AV-2, S-1, S-2                   AAA
   2002-4    M-3                                          BBB
   2002-4    M-4                                          BBB-
   2002-5    AF-3, AF-4, AV-1, AV-3, S                    AAA
   2002-5    M-3                                          BBB
   2002-AR1  M-1, M-2, M-3                                AAA
   2002-AR1  M-4                                          AA+
   2002-C    M-1                                          BBB
   2002-C    M-2                                          BBB-
   2002-D    M-1                                          A
   2002-D    M-2                                          BBB+
   2003-1    A-I, A-II                                    AAA
   2003-1    MF-3, MV-3                                   BBB
   2003-1    M-4                                          BBB-
   2003-2    A                                            AAA
   2003-2    M-3                                          BBB
   2003-2    M-4                                          BBB-
   2003-3    AF, AV-1, AV-2, S                            AAA
   2003-3    M-1                                          AA
   2003-3    M-2                                          A
   2003-3    M-3                                          BBB+
   2003-3    M-4                                          BBB
   2003-5    A-3, A-4, A-5, A-6                           AAA
   2003-5    M-1                                          AA+
   2003-5    M-2                                          AA
   2003-5    M-3                                          A-
   2003-5    M-4                                          BBB+
   2003-6    AV-1, AV-2, AV-3, AF-2, AF-3, AF-4, S        AAA
   2003-6    M-1                                          AA
   2003-6    M-2                                          A
   2003-6    M-3                                          A-
   2003-6    M-4                                          BBB+
   2003-6    M-5                                          BBB
   2003-6    M-6                                          BBB-
   2003-7    A                                            AAA
   2003-7    M-1                                          AA
   2003-7    M-2                                          A
   2003-7    M-3                                          BBB+
   2003-7    M-4                                          BBB
   2003-7    M-5                                          BBB-
   2003-8    AV-1, AV-2, AV-4, AF-1, AF-2, AF-3, AF-4     AAA
   2003-8    AF-5, S                                      AAA
   2003-8    M-1                                          AA
   2003-8    M-2                                          A
   2003-8    M-3                                          A-
   2003-8    M-4                                          BBB+
   2003-8    M-5                                          BBB
   2003-8    MV-6, MF-6                                   BBB-
   2003-9    AV-1, AV-2, AF-1, AF-2, AF-3, S              AAA
   2003-9    M-1                                          AA
   2003-9    M-2                                          A
   2003-9    M-3                                          A-
   2003-9    M-4                                          BBB+
   2003-9    M-5                                          BBB
   2003-9    M-6                                          BBB-
   2003-10   AV-1, AV-2, AF-2, AF-3, AF-4, AF-5, AF-6     AAA
   2003-10   M-1                                          AA
   2003-10   M-2                                          A
   2003-10   M-3                                          A-
   2003-10   M-4                                          BBB+
   2003-10   M-5                                          BBB
   2003-10   MV-6, MF-6                                   BBB-
   2003-11   AV-1, AV-2, AV-3, AV-4, AF-4, AF-2, AF-3     AAA
   2003-11   AF-4, AF-5, AF-6                             AAA
   2003-11   M-1                                          AA
   2003-11   M-2                                          A
   2003-11   M-3, M-3A, M-3B                              A-
   2003-11   M-4A, M-4B                                   BBB+
   2003-11   M-5                                          BBB
   2003-11   M-6                                          BBB-
   2003-12   AV-1, AV-2, AF, S                            AAA
   2003-12   M-1                                          AA
   2003-12   M-2                                          A
   2003-12   M-3                                          A-
   2003-12   M-4                                          BBB+
   2003-12   M-5                                          BBB
   2003-12   M-6                                          BBB-
   2003-13   AV-1, AV-2, AF-2, AF-3, AF-4, AF-5, AF-6     AAA
   2003-13   M-1                                          AA
   2003-13   M-2                                          A
   2003-13   M-3                                          A-
   2003-13   M-4                                          BBB+
   2003-13   M-5                                          BBB
   2003-13   M-6                                          BBB-
   2003-AR1  A-1, A-2                                     AAA
   2003-AR1  M-2                                          A
   2003-AR1  M-3                                          BBB
   2003-AR1  M-4                                          BBB-
   2003-AR2  A-1, A-2, A-3, A-4                           AAA
   2003-AR2  M-1                                          AA+
   2003-AR2  M-2                                          A
   2003-AR2  M-3                                          BBB
   2003-AR3  A-1, A-2                                     AAA
   2003-AR3  M-1                                          AA
   2003-AR3  M-2                                          A
   2003-AR3  M-3                                          A-
   2003-AR3  M-4                                          BBB+
   2003-AR3  M-5                                          BBB
   2003-AR3  M-6                                          BBB-
   2003-IA1  A-1, A-2, A-3, A-4, A-5, A-6, S              AAA
   2003-IA1  MV-1, MF-1                                   AA
   2003-IA1  M-2                                          A
   2003-IA1  M-3                                          BBB
   2004-FR1  A-1, A-2, A-3, A-4, A-5, A-6, A-7            AAA
   2004-FR1  M-1                                          AA+
   2004-FR1  M-2                                          AA
   2004-FR1  M-3                                          AA-
   2004-FR1  M-4                                          A+
   2004-FR1  M-5                                          A
   2004-FR1  M-6                                          A-
   2004-FR1  M-7                                          BBB+
   2004-FR1  M-8                                          BBB
   2004-FR1  M-9                                          BBB-
   2004-IA1  A-1, A-2, A-3                                AAA
   2004-IA1  M-1                                          AA+
   2004-IA1  M-2                                          AA
   2004-IA1  M-3                                          AA-
   2004-IA1  M-4                                          A
   2004-IA1  M-5                                          A-
   2004-IA1  M-6                                          BBB+
   2004-IA1  M-7                                          BBB
   2004-IA1  M-8                                          BBB-
   2004-IA1  M-9                                          BB+
   2004-R1   A-1A, A-1B, A-2                              AAA
   2004-R1   M-1                                          AA+
   2004-R1   M-2                                          AA
   2004-R1   M-3                                          AA-
   2004-R1   M-4                                          A+
   2004-R1   M-5                                          A
   2004-R1   M-6                                          A-
   2004-R1   M-7                                          BBB+
   2004-R1   M-8                                          BBB
   2004-R1   M-9                                          BBB-
   2004-R1   M-10                                         BB+
   2004-R2   A-1A, A-1B, A-2, A-3, A-4                    AAA
   2004-R2   M-1                                          AA+
   2004-R2   M-2                                          AA
   2004-R2   M-3                                          AA-
   2004-R2   M-4                                          A+
   2004-R2   M-5                                          A
   2004-R2   M-6                                          A-
   2004-R2   M-7                                          BBB+
   2004-R2   M-8                                          BBB
   2004-R2   M-9                                          BBB-
   2004-R3   A-1A, A-1B, A-2, A-3, A-4                    AAA
   2004-R3   M-1                                          AA
   2004-R3   M-2                                          A
   2004-R3   M-3                                          A-
   2004-R3   M-4                                          BBB+
   2004-R3   M-5                                          BBB
   2004-R3   M-6                                          BBB-
   2004-R3   M-7                                          BB+
   2004-R4   A-1A, A-1B, A-2, A-3, A-4                    AAA
   2004-R4   M-1                                          AA
   2004-R4   M-2                                          A
   2004-R4   M-3                                          A-
   2004-R4   M-4                                          BBB+
   2004-R4   M-5                                          BBB
   2004-R4   M-6                                          BBB-
   2004-R4   M-7                                          BB+
   2004-R5   A-1A, A-1B, A-2, A-3, A-4                    AAA
   2004-R5   M-1                                          AA
   2004-R5   M-2                                          A
   2004-R5   M-3                                          A-
   2004-R5   M-4                                          BBB+
   2004-R5   M-5                                          BBB
   2004-R5   M-6                                          BBB-
   2004-R5   M-7                                          BB+
   2004-R6   A-1, A-2, A-3, A-4                           AAA
   2004-R6   M-1                                          A-
   2004-R6   M-2                                          BBB+
   2004-R6   M-3                                          BBB
   2004-R6   M-4                                          BBB-
   2004-R6   M-5                                          BB+
   2004-R7   A-1, A-2, A-3, A-4, A-5, A-6, M-1            AAA
   2004-R7   M-2, M-3                                     AA+
   2004-R7   M-4                                          AA
   2004-R7   M-5                                          AA-
   2004-R7   M-6                                          A+
   2004-R7   M-7                                          A
   2004-R7   M-8                                          A-
   2004-R7   M-9                                          BBB+
   2004-R7   M-10                                         BBB
   2004-R7   M-11                                         BBB-
   2004-R8   A-1, A-2, A-3, A-4, A-5                      AAA
   2004-R8   M-1                                          AA+
   2004-R8   M-2                                          AA
   2004-R8   M-3                                          AA-
   2004-R8   M-4                                          A+
   2004-R8   M-5                                          A
   2004-R8   M-6                                          A-
   2004-R8   M-7                                          BBB+
   2004-R8   M-8                                          BBB
   2004-R8   M-9                                          BBB-
   2004-R8   M-10                                         BB+
   2004-R9   A-1, A-2, A-3, A-4                           AAA
   2004-R9   M-1                                          AA+
   2004-R9   M-2                                          AA
   2004-R9   M-3                                          AA-
   2004-R9   M-4                                          A
   2004-R9   M-5                                          A-
   2004-R9   M-6                                          BBB+
   2004-R9   M-7                                          BBB
   2004-R9   M-8                                          BBB-
   2004-R9   M-9                                          BB+
   2004-R10  A-1, A-2, A-3, A-4, A-5                      AAA
   2004-R10  M-1                                          AA+
   2004-R10  M-2                                          AA
   2004-R10  M-3                                          AA-
   2004-R10  M-4                                          A+
   2004-R10  M-5                                          A
   2004-R10  M-6                                          A-
   2004-R10  M-7                                          BBB+
   2004-R10  M-8                                          BBB
   2004-R10  M-9                                          BBB-
   2004-R10  M-10                                         BB+


AMERUS GROUP: Fitch Says Litigation May Have Neg. Credit Impact
---------------------------------------------------------------
Fitch Ratings affirmed the 'BBB' long-term issuer rating of AmerUs
Group Co. -- AmerUs, as well as the ratings on its outstanding
debt.  In addition, Fitch assigned an 'A' insurer financial
strength rating to AmerUs Group Co. insurance subsidiaries:

    -- AmerUs Life Insurance Co.;
    -- Indianapolis Life Insurance Co.;
    -- American Investors Life Insurance Co.;
    -- Bankers Life Insurance Co. of New York.

The rating action affects approximately $540 million of debt
outstanding.  The Rating Outlook is Stable.

The ratings are supported by AmerUs' good profitability, diverse
product offerings with niche positions in equity-indexed products,
and a variety of distribution sources.  Fitch also views statutory
capitalization at the insurance operating subsidiaries as strong,
measured by a consolidated NAIC risk-based capital ratio of 356%
of the company action level.  The investment portfolio is highly
liquid; however, credit quality is an issue, as the amount of
below investment-grade bonds is greater than statutory surplus.

A key rating concern involves an estimated $110 million civil
lawsuit against American Investors Life and Family First Insurance
Services, a wholly owned marketing organization of AmerUs Group,
filed by the California Attorney General and the California
Insurance Commissioner.  AmerUs Group issued a press release
stating it has appropriate defenses against the suit and intends
to vigorously defend its position in court.  However, Fitch
remains concerned about the impact of the lawsuit on AmerUs'
reputation, ability to compete in the California market, and the
potential for similar lawsuits to emerge from other states.

Factors that would negatively affect ratings in the AmerUs Group
include:

       * a large charge from the California litigation;
       * significant additional related litigation; and
       * damage to AmerUs' competitive position as measured by
         declining sales or significant surrender activity.

Fitch expects AmerUs to meet management's guidance for
profitability as measured by GAAP ROE of 12%, adjusted debt-to-
total capital below 25%, and NAIC risk-based capital in excess of
300% of the company action level.

Equity credit adjusted debt-to-capital at year-end 2004 was less
than 15%, which is comfortably within the stated 25% target set by
AmerUs management.  Fitch adjusts debt for equity credit based on
years to maturity, dividend/interest deferral features, and size
relative to total capital.  Hybrid securities such as PRIDES,
OCEANs, and QUIPS represented 18% of total capital, which remains
below the 20% ceiling Fitch considers acceptable for the rating
category.

AmerUs Group Co.'s fixed charge coverage was 7.5x in 2004,
eliminating realized/unrealized investment gains from the earnings
figure.  This level of fixed-charge coverage is considered solid
and remains an important component in AmerUs Group Co.'s debt
ratings.

AmerUs Group Co., an insurance holding company, is headquartered
in Des Moines, Iowa and reported total assets of $23 billion and
stockholders' equity of $1.6 billion at Dec. 31, 2004.

These ratings have a Stable Rating Outlook by Fitch:

   AmerUs Group Co.

       -- Long-term issuer affirmed at 'BBB';
       -- Senior notes affirmed at 'BBB';
       -- OCEANs affirmed at 'BBB-';
       -- PRIDES assigned 'BBB'.

   AmerUs Capital I

       -- QUIPS affirmed at 'BB+'.

   AmerUs Life Insurance Co.

       -- Surplus note affirmed at 'BBB+';
       -- Insurer financial strength assigned 'A'.

   Indianapolis Life Insurance Co

       -- Surplus note affirmed at 'BBB+';
       -- Insurer financial strength assigned 'A'.

   American Investors Life Insurance Co.

       -- Insurer financial strength assigned 'A'.

   Bankers Life Insurance Co. of New York

       -- Insurer financial strength assigned 'A'.


ATA AIRLINES: Sharing Business Plan with Committee This Week
------------------------------------------------------------
As previously reported, Judge Lorch extended the period within
which ATA Airlines and its debtor-affiliates have the exclusive
right to file a Chapter 11 plan to May 24, 2005.  Judge Lorch also
extended the company's exclusive period to solicit acceptances of
a timely filed plan to July 23, 2005.

The Official Committee of Unsecured Creditors gave its support to
the Debtors' request for maintain control of the chapter 11 plan
process.  In exchange for that support, the Debtors agree to:

   (a) provide to the Creditors Committee a new business plan,
       which will include projected revenues and expenses through
       December 31, 2005; and

   (b) meet with the Creditors Committee to discuss the new
       business plan and other matters on or before March 4,
       2005.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from
Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco
to over 40 business and vacation destinations.  Stock of parent
company, ATA Holdings Corp., is traded on the Nasdaq Stock
Exchange.  The Company and its debtor-affiliates filed for chapter
11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-
19866, 04-19868 through 04-19874).  Terry E. Hall, Esq., at Baker
& Daniels, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $745,159,000 in total assets and $940,521,000 in total
debts.  (ATA Airlines Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BANC OF AMERICA: Moody's Puts Low-B Ratings on Classes B-4 & B-5
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to five of
the senior certificates issued by Banc of America Funding Trust,
Series 2004-D.  In addition, Moody's has assigned an Aa1 rating to
a super-senior support certificate and ratings ranging from Aa2 to
B2 to several of the subordinate certificates in the deal.

The securitization is backed by Bank of America N.A. (61%), Loan
City (32%) and Wells Fargo Bank N.A. (7%) originated hybrid prime
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, subordination and the shifting interest
structure.  The credit quality of the loan pool is in line with
average hybrid loan pools backing recent prime securitizations.
Moody's loss expectation for the pool is approximately 0.55% to
0.65%.

Bank of America N.A. and Wells Fargo Bank N.A. will service the
loans.  Wells Fargo Bank N.A. and Washington Mutual Mortgage
Securities Corp. will act as master servicers.

The complete rating actions are:

  -- Banc of America Funding 2004-D Trust, Mortgage Pass-Through
     Certificates, Series 2004-D

     * Class 1-A-1, rated Aaa
     * Class 2-A-1, rated Aaa
     * Class 3-A-1, rated Aaa
     * Class 4-A-1, rated Aaa
     * Class 5-A-1, rated Aaa
     * Class 5-A-2, rated Aa1
     * Class B-1, rated Aa2
     * Class B-2, rated A2
     * Class B-3, rated Baa2
     * Class B-4, rated Ba2
     * Class B-5, rated B2


BEAR STEARNS: Increased Default Chances Cue S&P to Review Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on three
classes of Bear Stearns Commercial Mortgage Securities, Inc.'s
corporate leased-backed certificates from series 1999-CLF1 on
CreditWatch with negative implications.

The CreditWatch placements follow Winn-Dixie Stores, Inc.'s
rejection of a lease on a 47,192-square-foot retail property in
Rainsville, Alabama.  The property secures a $3.8 million mortgage
loan, which serves as collateral for the rated certificates.

Due to the lease rejection, the loan's probability of default has
increased significantly.  Should it default and experience losses,
the classes with ratings placed on CreditWatch will suffer credit
enhancement deterioration and may be downgraded.  In the case of
classes D and E, the magnitude of any downgrades will depend upon
the size of the loss.  In the case of class F, any losses will
cause the rating to be lowered to 'D', as it is the most
subordinate class in the structure.  Standard & Poor's will
monitor the situation closely.

There is one other loan in the pool secured by a Winn-Dixie store.
Should the lease be rejected on this store, Standard & Poor's will
revise its CreditWatch placements and/or lower ratings.

             Ratings Placed on CreditWatch Negative

       Bear Stearns Commercial Mortgage Securities, Inc.
        Corporate Leased-Backed Certs Series 1999-CLF1

                     Rating
        Class  To             From   Credit Enhancement
        -----  --             ----   ------------------
        D      BBB/Watch Neg  BBB                2.00%
        E      BB/Watch Neg   BB                 0.86%
        F      B-/Watch Neg   B-                 0.00%


BJT ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: BJT Enterprises
        dba Closets by Design
        601 North 5th Avenue
        Kankakee, Illinois 60901

Bankruptcy Case No.: 05-90616

Type of Business: The Debtor designs, builds, and installs
                  custom closets, garage cabinets, home
                  offices, laundry rooms, pantries, wardrobe
                  mirror doors and other products.
                  See http://www.closetsbydesign.com/

Chapter 11 Petition Date: February 25, 2005

Court: Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtor's Counsel: David K. Welch, Esq.
                  Crane, Heyman, Simon, Welch & Clar
                  135 South LaSalle St., #1540
                  Chicago, IL 60603
                  Tel: 312-641-6777

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
CBD Franchising, LLC                       $128,934
13151 S. Western Ave.
Gardena, CA 90249

AETNA Plywood, Inc.                         $65,702
4208 Paysphere Circle
Chicago, IL 60674

American Express                            $53,632
P.O. Box 650448
Dallas, TX 75265

Clipper Magazine                            $17,493

All Tile                                    $14,230

Bilmar Co.                                  $12,767

Avi & Ally Aelon                            $12,500

Baer Supply Company                         $12,288

Northern Contours                           $11,259

Shane Dugger                                $10,000

Steve Mrazek                                 $9,000

Jeff & Karen Wineman                         $6,463

SelectDeck                                   $6,000

Sherwin Williams, Inc.                       $5,493

Rugby IPD                                    $5,357

John Conway                                  $4,923

Sidelines, Inc.                              $4,215

Dell Computer                                $4,110

Walzcraft Industries                         $4,057

Cara & William Zermuehlen                    $4,000


BROADBAND OFFICE: Court Approves Priority Wage Claims Compromise
----------------------------------------------------------------
The Honorable Gregory M. Sleet of the U.S. Bankruptcy Court for
the District of Delaware gave Broadband Office, Inc., authority to
compromise and pay certain priority wage claims asserted by
approximately 450 employees.

Judge Sleet allows the Debtor to settle the wage claims for 50% of
the lesser of:

     i) the priority amount scheduled or claimed; and

    ii) the statutory priority cap of $4,650.

The Debtor expects to pay approximately $800,000 in settlement of
the wage claims.  The compromise will not prejudice any creditor,
the Debtor says, since it holds sufficient funds to pay all
administrative claims in full.

Headquartered in San Mateo, California, Broadband Office, Inc.,
filed for chapter 11 protection on May 9, 2001 (Bankr. D. Del.
Case No. 01-1720).  BBO is now a non-operating company in the
process of liquidating its assets.  Adam Hiller, Esq., and David
M. Fournier, Esq., at Pepper Hamilton LLP represent the company.
When the Company filed for protection from its creditors, it
listed $100 million in assets and debts.


C-BASS: Fitch Affirms Low-B Ratings on Five Series 1999-3 Classes
-----------------------------------------------------------------
Fitch Ratings has affirmed C-Bass issues, series 1999-3:

    -- Class A at 'AAA';
    -- Class M-1 at 'AA';
    -- Class M-2 at 'A';
    -- Class M-3 at 'A-';
    -- Class M-4 at 'BBB';
    -- Class M-5 at 'BBB-';
    -- Class B-1 at 'BB+';
    -- Class B-2 at 'BB';
    -- Class B-3 at 'BB-';
    -- Class B-4 at 'B';
    -- Class B-5 at 'B-'.

The affirmation on the above classes reflects credit enhancement
consistent with future loss expectations and affects $34,333,113
of certificates.

This transaction is a resecuritization of residential mortgage-
backed securities that consist of prime quality mortgage loans.

The credit enhancement levels for the above classes have increased
from the original levels, and the performance of the underlying
deals have been in line with our expectations.  The mortgage pool
has 27% of the original collateral remaining in the pool balance.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
web site at http://www.fitchratings.com/


CABLE PLASTICS: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cable Plastics Reclaiming, Inc.
        755 South 500 West, Suite A
        La Porte, Indiana 46350

Bankruptcy Case No.: 05-30779

Type of Business: The Debtor provides recycling services.

Chapter 11 Petition Date: February 27, 2005

Court: Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Jeffery A. Johnson, Esq.
                  May Oberfell Lorber
                  300 North Michigan
                  South Bend, IN 46601
                  Tel: 574-232-2031

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
Solid Waste District of LaPorte County         $525,000
2354 North U.S. Highway 35
LaPorte, IN 46350

The Broadview Group LLC                        $171,999
801 Canterbury Road
Westlake, OH 44145

Motor City Electric Company                    $131,360
2-75 Business Center
300 Philips Avenue, Ste. 308
Toledo, OH 43162

Gneuss Inc.                                    $118,012

P M Fabricating, Inc.                           $82,541

PAPSCO Filtration                               $77,657

Simborg Industrial Development                  $73,005

Exfil                                           $64,892

D. A. Dodd                                      $64,179

GALA Industries, Inc.                           $55,582

Essex Electrical Supply                         $53,274

Hammond Group Inc.                              $47,658

NIPSCO                                          $47,000

Pumps & Equipment Sales                         $38,953

Kabelin Ace Hardware                            $34,222

Metals Exchange Corporation                     $34,018

Bancroft Electric Inc.                          $32,430

Purolator EFP                                   $31,842

Rauwendaal Extrusion Engineering                $31,561

Versatile Processing Inc.                       $29,599

Scotia Group Inc.                               $28,000


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

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

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

                        Proposed Budget

To estimate the number of unknown future claims and the number of
expected future claims to be filed by minors in the Diocese of
Tucson's Chapter 11 case, A. Bates Butler III, the Unknown Claims
Representative, files with the U.S. Bankruptcy Court for the
District of Arizona a $90,000 budget prepared by Hamilton,
Rabinovitz, & Alschuler, Inc.

The proposed scope of work for estimating the number and value of
future child sex abuse claims includes:

  Task  1:  Pre-budget Tasks

            (a) Review John Jay college report on sex abuse and
                literature regarding repressed memory;

            (b) Assess and re-state initial ability model
                obtained from Mr. Butler;

            (c) Develop and evaluate liability estimation
                approaches;

            (d) Develop initial data collection requests;

            (e) Travel and meet with representatives of claimant
                constituencies and the Diocese of Tucson;

            (f) Develop Research and Scope of Budget

  Task  2:  Direct or assist in Date Collection

            (a) Tucson Specific data

                * National Data

                  -- Additional tables from John Jay College;

                  -- Identify and collect data from other
                     relevant sources like the National Data
                     Archive on Child Abuse and Neglect

             http://www.ndacan.cornell.edu/NDACAN/AboutNDACAN.html

  Task  3:  Review, Refine and Clean Tucson Specific Data

  Task  4:  Estimate Priest Level Models of CSA

            The Priest level models will be based on survival
            analysis techniques that explicitly account for the
            characteristics of CSA data.

            (a) Tucson specific data will be used to estimate
                actual patterns of CSA in the Tucson Diocese
                over the past 50 years by decade; and

            (b) National data will be used to provide context to
                Tucson models, especially to the extent that
                patterns abuse in the Tucson Diocese are not
                well-defined.

  Task  5:  Refine Tucson Specific Model

            (a) Sharpen time-to-abuse patterns to extent
                necessary;

            (b) Explicitly account for effect of publicity on
                abuse claiming patterns;

  Task  6:  Apply Tucson Specific model to Priest Population in
            Tucson to Forecast potential Claims of Credible Abuse

  Task  7:  Allocate Credible Claims by Severity of Abuse

  Task  8:  Estimate the Number of Claims of Credible Abuse that
            also meet the Repressed Memory Standard or will be
            filed by Minors

  Task  9:  Presentation of Results to Parties in Bankruptcy

  Task 10:  Review and Revise Results Based on comments at
            presentation

  Task 11:  Present Results to Bankruptcy Court

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

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

                     Court Wants Fees Lowered

Judge Marlar does not want the Tucson estate to pay $90,000 to
Hamilton for the estimation of the number and value of future
child sex abuse claims.  Judge Marlar feels it is overkill to
hire someone to do the job and that Mr. Butler and Mr. Arnold
could do just as good a job as Hamilton.

If the attorneys don't want to do the job, Judge Marlar says,
they can withdraw and the Court will appoint someone else to do
it.

In response, Hamilton explains that it is willing to reduce its
hourly rate from $500 to $325.  Francine F. Rabinovitz at
Hamilton promises Judge Marlar that she will try to stay within
the budget, but that she is not in control of the legal
circumstances.

Tucson's attorney, Susan G. Boswell, relates that Tucson is
concerned about the costs.  Ms. Boswell wants to make sure that
all of the victims are treated fairly and equitably, and that the
assets of the estate are preserved.

Judge Marlar will take the matter under advisement.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CEMEX S.A.: Assumes $5.8B RMC Debt & Pays $4.1B in Acquisition
--------------------------------------------------------------
CEMEX, S.A. de C.V. (NYSE: CX; BMV: CEMEX.CPO) has completed the
acquisition of RMC Group p.l.c.  The boards of directors of CEMEX
and RMC, as well as RMC shareholders, European Union and US
regulators, and the High Court of Justice in England and Wales
have approved the acquisition.  The enterprise value of the
US$4.1 billion cash transaction, including the assumption of debt,
is US$5.8 billion.

"This is an important day for CEMEX," said Lorenzo H. Zambrano,
Chairman and CEO of CEMEX.  "With the integration of RMC, CEMEX
will enhance its position as one of the world's largest building
materials companies, with global presence in cement and aggregates
and a leading position in ready mix concrete.  The addition of RMC
enhances CEMEX's growth platform and diversifies our geographic
base by strengthening our presence in the US -- the world's
largest cement importer -- and gives us exposure to high-growth
markets in Eastern Europe and an important position in mature
markets in Western Europe."

Mr. Zambrano continued, "In addition to the compelling industrial
rationale, there is solid financial logic to this combination.
The acquisition enhances our strong free cash flow, lowers our
cost of capital and offers significant synergy potential."

"The integration process will begin immediately. RMC's customers
will benefit from our operating expertise and from CEMEX's
vertically integrated network, which enables us to offer high
quality products and reliable services."

With the integration of RMC, CEMEX will produce an estimated
97 million tons of cement, enhancing its position as the third
largest cement company in the world.  CEMEX, with RMC, will be the
largest ready mix company in the world, with a production capacity
of 77 million cubic meters of ready mix concrete.  Additionally,
the combined company will become the fourth largest aggregates
company in the world.

The addition of RMC improves the balance of CEMEX's portfolio by
diversifying cash flows, better positioning CEMEX for profitable
growth throughout business and economic cycles.  RMC's leading
position in Europe extends CEMEX's reach into new markets that
complement CEMEX's solid position in the Americas, increasing
trading opportunities and expanding CEMEX's ability to service
more customers.

CEMEX expects to achieve approximately US$200 million of annual
synergies by 2007 by standardizing some management processes,
capitalizing on trading network benefits, consolidating logistics
and improving global procurement and energy efficiency.

The acquisition is expected to be immediately accretive to free
cash flow and cash earnings per share for CEMEX. CEMEX expects
that the acquisition will achieve its 10 percent return on capital
employed target in 2007 and expects to achieve a ratio of net debt
to EBITDA of 2.7 times by the end of 2005.  This would be the same
level of net debt to EBITDA that CEMEX had at the end of 2003.

CEMEX -- http://www.cemex.com/-- is a growing global building
solutions company that provides products of consistently high
quality and reliable service to customers and communities in more
than 50 countries throughout the world.  The company improves the
well being of those it serves through its relentless focus on
continuous improvement and efforts to promote a sustainable
future.

                         *     *     *

As reported in the Troubled Company Reporter Latin America on
Oct. 1, 2004, Cemex's recent announcement of its offer to acquire
UK-based RMCGroup p.l.c. prompted Moody's Investors Service to put
the Mexican cement company's ratings under review for possible
downgrade.

The ratings under review are:

   - Senior implied -- Ba1
   - Senior unsecured issuer rating -- Ba2
   - Senior unsecured eurobonds due 2006 -- Ba1
   - Senior unsecured global bonds due 2009 -- Ba1


CHARTER COMMS: Equity Deficit Widens to $4.4 Billion at Dec. 31
---------------------------------------------------------------
Charter Communications, Inc. (NASDAQ: CHTR), along with its
subsidiaries, reported financial and operating results for the
three and 12 months ended Dec. 31, 2004.  The Company also
provided pro forma results, reflecting the sales of certain cable
systems in March and April 2004 and October 2003 as if these sales
occurred on January 1, 2003.

Overview

   -- Grew revenues 9% and adjusted EBITDA 11% for the fourth
      quarter of 2004 compared to the pro forma fourth quarter of
      2003.

   -- Increased high-speed data (HSD) revenues $53 million, or
      35%, compared to the pro forma year ago quarter.

   -- Video revenues grew at a rate of 2% for the fourth quarter
      of 2004 compared to the pro forma year ago quarter primarily
      due to increased average revenue per customer, partially
      offset by analog customer losses during the year; Charter
      lost 83,100 analog and 14,200 digital video customers during
      the fourth quarter and lost 209,000 analog and gained 86,100
      digital video customers during 2004.

   -- Issued $862.5 million original purchase amount of 5.875%
      Convertible Senior Notes due 2009 in November 2004 and $550
      million Senior Floating Rate Notes due 2010 in December
      2004, providing additional liquidity and further extending
      maturities.

   -- Redeemed $588 million principal amount of 5.75% Convertible
      Senior Notes due 2005 in December 2004.

                      Fourth Quarter Results

Fourth quarter 2004 revenues were $1.276 billion, an increase of
$103 million, or 9%, over pro forma fourth quarter 2003 revenues
of $1.173 billion and an increase of 5% over fourth quarter 2003
actual revenues of $1.217 billion.  The increases in revenues are
principally the result of growth in HSD revenues as well as
increased commercial revenues and advertising sales. For the three
months ended December 31, 2004, HSD revenues increased $53
million, or 35%, on a pro forma basis, reflecting 356,600
additional HSD customers since year end 2003 as well as a 9%
increase in pro forma average revenue per HSD customer in the
fourth quarter of 2004 compared to the same 2003 period.
Commercial revenues increased $12 million, or 24%, on a pro forma
basis, and advertising sales revenues increased $11 million, or
15%, on a pro forma basis compared to the year ago quarter. Video
revenues increased 2% on a pro forma basis compared to the fourth
quarter of 2003 primarily due to a 4% increase in pro forma
average revenue per analog video customer.

Fourth quarter 2004 operating costs and expenses were $764
million, an increase of $54 million, or 8%, on a pro forma basis
and an increase of $31 million, or 4%, on an actual basis,
compared to the year ago quarter.  The rise in fourth quarter 2004
operating costs and expenses over pro forma 2003 was primarily a
result of an 8% increase in programming costs and a 14% increase
in service costs from ongoing infrastructure maintenance.
Operating costs as a percentage of revenues decreased in the
fourth quarter of 2004 compared to the same 2003 pro forma period
due to the focus on controlling costs during the quarter.

Charter reported income from operations of $108 million for the
fourth quarter 2004 compared to fourth quarter 2003 income from
operations of $178 million on a pro forma basis and $210 million
on an actual basis. Income from operations decreased on a pro
forma basis primarily due to a $41 million increase in
depreciation and amortization, an $18 million loss recorded on the
sale of assets in 2004, and gains associated with the
renegotiation of unfavorable programming contracts in 2003,
partially offset by a $49 million increase in adjusted EBITDA in
2004.

Net loss applicable to common stock and loss per common share for
the fourth quarter of 2004 were $340 million and $1.12,
respectively. For the fourth quarter of 2003, Charter reported
actual net loss applicable to common stock and loss per common
share of $58 million and 20 cents, respectively. The differences
between net loss applicable to common stock for fourth quarter
2004 and net income applicable to common stock for the same year
ago period were primarily the result of the decrease in income
from operations of $102 million, a $49 million increase in
interest expense, an $85 million decrease in the allocation of
loss to minority interest and a $37 million decrease in the income
tax benefit.

                      Year to Date Results

For the year ended December 31, 2004, Charter generated pro forma
revenues of $4.948 billion, an increase of 7% over pro forma
revenues of $4.630 billion for the year ended December 31, 2003.
Pro forma revenue growth is due primarily to a $197 million, or
36%, increase in HSD revenues year over year. For the year ended
December 31, 2004, pro forma commercial revenues increased $48
million, or 26%, and pro forma advertising sales revenues
increased $33 million, or 13%, compared to pro forma annual 2003
results. Actual revenues for the year ended December 31, 2004 of
$4.977 billion increased 3% over actual revenues of $4.819 billion
for 2003.

Pro forma operating costs and expenses for the year ended December
31, 2004 totaled $3.035 billion, up $240 million, or 9%, compared
to 2003 pro forma results, primarily a result of increased
programming and service costs. Actual operating costs and expenses
of $3.051 billion for 2004 increased 5% compared to actual
operating costs and expenses for 2003.

For the year ended December 31, 2004, pro forma loss from
operations totaled $2.158 billion compared to pro forma income
from operations of $445 million for 2003, primarily as a result of
a $2.433 billion charge for the impairment of franchises recorded
in 2004 primarily due to the use of a lower projected growth rate
in the Company's valuation, resulting in revised estimates of
future cash flows. Charter also recorded special charges of $104
million in 2004, primarily consisting of $85 million related to
the settlement of class action lawsuits, which are subject to
final documentation and court approval. Option compensation costs
of $31 million and a $76 million increase in depreciation and
amortization expense also unfavorably impacted income (loss) from
operations in the comparison of 2004 to 2003. For the year ended
December 31, 2004, actual loss from operations totaled $2.046
billion compared to income from operations of $516 million for the
actual year ago period due to the same factors impacting the
change in pro forma results, partially offset by a $91 million
increase in pre-tax gain on the sale of assets recorded in 2004
compared to 2003.

                    Fourth Quarter Liquidity

Adjusted EBITDA totaled $512 million for the three months ended
December 31, 2004, an increase of $49 million, or 11%, on a pro
forma basis and an increase of $28 million, or 6%, on an actual
basis, compared to the year ago period.  Actual net cash flows
from operating activities for the fourth quarter of 2004 were $89
million, compared to $127 million for the year ago quarter,
primarily as a result of a $57 million increase in interest on
cash pay obligations, partially offset by the growth in adjusted
EBITDA.

Expenditures for property, plant and equipment for the fourth
quarter of 2004 totaled $285 million, a decrease of approximately
19% compared to actual fourth quarter 2003, primarily due to lower
line extension and rebuild/upgrade activity.

Un-levered free cash flow of $227 million for the fourth quarter
of 2004 increased significantly compared to actual un-levered free
cash flow of $133 million in the fourth quarter of 2003, primarily
due to a decrease in capital expenditures and improved adjusted
EBITDA.

Charter reported negative free cash flow of $129 million for the
fourth quarter of 2004 compared to actual negative free cash flow
of $166 million for the fourth quarter of 2003.

                     Year to Date Liquidity

Pro forma adjusted EBITDA totaled $1.913 billion for the year
ended December 31, 2004, an increase of $78 million, or 4%,
compared to $1.835 billion for the year 2003 on a forma basis.
Actual adjusted EBITDA totaled $1.926 billion for the year ended
December 31, 2004, essentially flat compared to actual 2003
adjusted EBITDA of $1.927 billion.

Actual net cash flows from operating activities for the year ended
December 31, 2004, were $472 million, a decrease of 38% from $765
million reported a year ago, primarily the result of the $203
million increase in interest on cash pay obligations and a $83
million increase in cash used by operating assets and liabilities,
primarily due to the benefit in 2003 from the collection of
receivables from programmers related to prior period network
launches.

Actual expenditures for property, plant and equipment for the year
ended December 31, 2004 totaled $924 million, an increase of
approximately 8% compared to 2003 capital expenditures of $854
million. The increase in capital expenditures resulted primarily
from increased purchases of customer premise equipment, primarily
for high definition television and digital video recorders.
Expenditures for scalable infrastructure related primarily to the
deployment of these advanced services, telephony plant readiness
and commercial and residential HSD services also increased during
2004. These increases were partially offset by the continued
decline in upgrade/rebuild expenditures due to Charter's
substantial completion of rebuild activity in 2002.

Charter reported actual un-levered free cash flow of $1.002
billion for the year ended December 31, 2004, compared to actual
un-levered free cash flow of $1.073 billion in 2003. The decline
in un-levered free cash flow was primarily the result of increased
capital expenditures as previously discussed.

The increase in capital expenditures along with increased interest
on cash pay obligations resulted in actual negative free cash flow
of $344 million for the year ended December 31, 2004, compared to
actual negative free cash flow of $70 million for 2003.

At December 31, 2004, the Company had $19.5 billion of outstanding
indebtedness, and $650 million cash on hand. Net availability of
funds under the Charter Operating credit facilities was
approximately $804 million at December 31, 2004.

                       Operating Statistics

All year-over-year changes in operating statistics are pro forma
for the sales of certain cable systems to Atlantic Broadband
Finance, LLC and WaveDivision Holdings, LLC.

Charter ended 2004 with 10,596,000 revenue generating units
(RGUs), a net increase of 254,200 RGUs, or 2%, during 2004.
The increase in RGUs was driven by a net gain of 356,600
residential HSD customers and 86,100 digital video customers
during the year, partially offset by the 209,000 decrease in
analog video customers during 2004. The Company's telephony
customers increased by 20,500 during 2004.

During the fourth quarter, Charter lost 83,100 analog video and
14,200 digital video customers, and gained 64,500 residential HSD
and 5,200 telephony customers.

As of December 31, 2004, Charter served 5,991,500 analog video,
2,674,700 digital video and 1,884,400 residential high-speed data
customers. The Company also served 45,400 telephony customers as
of December 31, 2004.

Charter Interim President and CEO Robert May said, "With a renewed
sense of operational excellence, we're focused on basic blocking
and tackling, including service delivery, customer care and the
deployment of new products. Our objective is to capitalize on the
unrealized value of the Company and its delivery platform. By
driving improvements in service delivery, customer care and new
product offerings, we will improve the value proposition to our
customers."

                            Financing

In November 2004, Charter issued $862.5 million original purchase
price amount of 5.875% Convertible Senior Notes due 2009. With the
proceeds, the Company purchased a portfolio of U.S. Treasury
securities as security for certain interest payments on the 5.875%
Convertible Senior Notes and redeemed $588 million principal
amount of its 5.75% Convertible Senior Notes due 2005. In December
2004, the Company issued $550 million Senior Floating Rate Notes
due 2010 providing additional liquidity.

In addition, CC V Holdings, LLC (formerly known as Avalon Cable
LLC), has called for redemption the CC V Holdings 11.875% Senior
Discount Notes due 2008 (the Notes). CC V Holdings will redeem
approximately $113 million of Notes, representing all of the
outstanding Notes, at 103.958% of principal amount, plus accrued
and unpaid interest to the anticipated date of redemption, on
March 14, 2005. CC V Holdings called the Notes to comply with the
Amended and Restated Credit Agreement (the Credit Agreement) of
Charter Communications Operating, LLC (Charter Operating).

Charter Operating also provided additional guarantees and
collateral for the benefit of the lenders under the Credit
Agreement and holders of its 8% Senior Second Lien Notes due 2012
and 8.375% Senior Second Lien Notes due 2014. These actions were
taken as required by the Credit Agreement upon the leverage ratio
test of Charter Communications Holdings, LLC (as defined in its
indentures) being met.

The Company believes cash on hand at December 31, 2004, cash flows
from operating activities and the amounts available under our
credit facilities will be sufficient to meet cash needs throughout
2005.

During 2005, Charter expects capital expenditures to total
approximately $1 billion. The increase in capital expenditures for
2005 compared to 2004 is the result of expected increases in
telephony services and further deployment of advanced digital
boxes. Charter expects that the nature of these expenditures will
continue to be composed primarily of purchases of customer premise
equipment and for scalable infrastructure costs. The Company
expects to fund capital expenditures for 2005 primarily from cash
flows from operating activities and borrowings under our credit
facilities.

                   About Charter Communications

Charter Communications, Inc. -- http://www.charter.com/--  a
broadband communications company, provides a full range of
advanced broadband services to the home, including cable
television on an advanced digital video programming platform via
Charter Digital(TM), Charter High-Speed(TM) Internet service and
Charter Telephone(TM). Charter also provides business-to-business
video, data and Internet protocol (IP) solutions through Charter
Business(TM). Advertising sales and production services are sold
under the Charter Media(R) brand.

At Dec. 31, 2004, Charter Communications' balance sheet showed a
$4.4 billion stockholders' deficit, compared to a $175 million
deficit at Dec. 31, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Fitch Ratings assigned a 'CCC+' rating to a proposed offering of
$750 million of convertible senior notes due 2009 issued by
Charter Communications, Inc.  CHTR expects to use the proceeds
from the offering to prefund a portion of interest payments on the
new notes and to refinance CHTR's 5.75% convertible senior notes
due October 2005, of which approximately $588 million remain
outstanding.  The Rating Outlook is Stable.


CHARTER COMMS: Derek Chang Resigns as Interim Co-CFO
----------------------------------------------------
Charter Communications, Inc. (Nasdaq: CHTR) disclosed that Derek
Chang, Executive Vice President, Finance and Strategy, and Interim
Co-Chief Financial Officer, has notified the Company of his
intention to resign from the Company and its subsidiaries.
Mr. Chang's resignation will be effective April 15, 2005, to
provide for an orderly transition.

                         CEO Resignation

In a regulatory filing with the Securities and Exchange
Commission, Charter disclosed that Carl E. Vogel resigned from his
position as the Company's Chief Executive Officer and from all of
his other positions held with Charter and its subsidiaries
effective Jan. 17, 2005.

On Feb. 12, 2005, Charter entered into an agreement with Mr. Vogel
governing the terms and conditions of his resignation.  Mr. Vogel
has seven (7) days from the date of the agreement to revoke the
agreement.  Under the terms of this agreement, Mr. Vogel will
receive, shortly after the agreement revocation period has
expired, all accrued and unpaid base salary and vacation pay
through the date of resignation and a lump sum payment equal to
the remainder of his base salary during 2005 (totaling $953,425).
Also, he will receive a lump sum cash payment of $500,000 at
Dec. 31, 2005, which is subject to reduction to the extent of
compensation attributable to certain competitive activities.
Mr. Vogel will continue to receive certain health benefits during
2005 and COBRA premiums for such health insurance coverage for 18
months thereafter.  All of his outstanding stock options, as well
as his restricted stock granted in 2004 (excluding 340,000 shares
of restricted stock granted as "performance units", which will
automatically be forfeited), will continue to vest through
Dec. 31, 2005.  In addition, one-half of the remaining unvested
portion of his 2001 restricted stock grant will vest immediately,
and the other half will be forfeited.  Mr. Vogel will have 60 days
after Dec. 31, 2005, to exercise any outstanding vested stock
options.

Under the agreement, Mr. Vogel waived any further right to any
bonus or incentive plan participation and provided certain
releases of claims against Charter and its subsidiaries from any
claims arising out of or based upon any facts occurring prior to
the date of the agreement, but Charter will continue to provide
Mr. Vogel certain indemnification rights and to include Mr. Vogel
in its director and officer liability insurance for a period of
six years.  Charter and its subsidiaries also agreed to provide
releases of certain claims against Mr. Vogel with certain
exceptions reserved.  Mr. Vogel has also agreed, with limited
exceptions that he will continue to be bound by the covenant not
to compete, confidentiality and non disparagement provisions
contained in his 2001 employment agreement.

                   About Charter Communications

Charter Communications, Inc. -- http://www.charter.com/--  a
broadband communications company, provides a full range of
advanced broadband services to the home, including cable
television on an advanced digital video programming platform via
Charter Digital(TM), Charter High-Speed(TM) Internet service and
Charter Telephone(TM). Charter also provides business-to-business
video, data and Internet protocol (IP) solutions through Charter
Business(TM). Advertising sales and production services are sold
under the Charter Media(R) brand.

At Dec. 31, 2004, Charter Communications' balance sheet showed a
$4.4 billion stockholders' deficit, compared to a $175 million
deficit at Dec. 31, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Fitch Ratings assigned a 'CCC+' rating to a proposed offering of
$750 million of convertible senior notes due 2009 issued by
Charter Communications, Inc.  CHTR expects to use the proceeds
from the offering to prefund a portion of interest payments on the
new notes and to refinance CHTR's 5.75% convertible senior notes
due October 2005, of which approximately $588 million remain
outstanding.  The Rating Outlook is Stable.


CHURCH OF GREATER WORKS: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Church of Greater Works International, Inc.
        1800 Jonesboro Road
        Atlanta, Georgia 30315

Bankruptcy Case No.: 05-63887

Type of Business: The Debtor operates a church.

Chapter 11 Petition Date: February 28, 2005

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: Sims W. Gordon, Jr., Esq.
                  Gordon & Boykin, Suite 101
                  1180 Franklin Road, SE
                  Marietta, GA 30067
                  Tel: 770-612-2626

Total Assets: $3,094,251

Total Debts:  $2,102,636

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


COMMERCIAL MORTGAGE: S&P Puts Cert. Classes H & J on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed two ratings from
Commercial Mortgage Lease-Backed Securities LLC's series
2001-CMLB-1 on CreditWatch with negative implications.

The CreditWatch placements are due to this transaction's exposure
to the Winn-Dixie Pass-Through Trust Certificates Series 1999-1
transaction.

Commercial Mortgage Lease-Backed Securities LLC's 2001-CMLB-1
transaction contains a $22.4 million position in class A-2 of the
Winn-Dixie 1999-1 transaction.  The rating on the A-2 certificate
was placed on CreditWatch negative on Feb. 22, 2005, following
Winn-Dixie Stores Inc.'s Chapter 11 bankruptcy petition.  The
certificates in the Winn-Dixie 1999-1 transaction are secured by
mortgage notes, which are in turn secured by 15 properties leased
to Winn-Dixie.

Winn-Dixie has rejected leases on two properties in the Winn-Dixie
1999-1 transaction, which will likely interrupt interest payments
on the A-2 certificate and/or cause an ultimate principal loss.
While the 2001-CMLB-1 transaction can absorb some losses without a
ratings impact, material losses will cause negative rating
actions.  The 2001-CMLB-1 transaction is also exposed to a
$3.3 million mortgage loan that is secured by a Winn-Dixie store
in Dothan, Alabama.  Should this lease be rejected, or Winn-Dixie
reject more leases impacting the Winn-Dixie 1999-1 transaction,
Standard & Poor's will revise its CreditWatch placements and/or
lower ratings.

             Ratings Placed on CreditWatch Negative

         Commercial Mortgage Lease-Backed Securities LLC
     Commercial mortgage Lease-backed Certs Series 2001-CMLB-1

       Class    To               From      Credit Support
       -----    --               ----      --------------
       H        BB-/Watch Neg    BB-       2.68%
       J        B-/Watch Neg     B-        1.07%


CONTINENTAL AIRLINES: Reports 73.9% Load Factor in February 2005
----------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported a February consolidated
(mainline plus regional) load factor of 73.9 percent, 4.5 points
above last year's February consolidated load factor.  The carrier
reported a mainline load factor of 74.4 percent, 4.2 points above
last year's February mainline load factor, and a domestic mainline
load factor of 76.8 percent, 6.2 points above February 2004.  All
three were operational records for February.  Also, the airline
had an international mainline February load factor of 71.5
percent, 2.0 points above February 2004.

During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 77.1 percent and a mainline
completion factor of 99.6 percent.

In February 2005, Continental flew 5.3 billion consolidated
revenue passenger miles (RPMs) and 7.2 billion consolidated
available seat miles (ASMs), resulting in a traffic increase of
6.6 percent and a capacity increase of 0.1 percent as compared to
February 2004.  In February 2005, Continental flew 4.7 billion
mainline RPMs and 6.4 billion mainline ASMs, resulting in a
mainline traffic increase of 5.1 percent and a mainline capacity
decrease of 1.0 percent as compared to February 2004.  Domestic
mainline traffic was 2.7 billion RPMs in February 2005, up 0.7
percent from February 2004, and domestic mainline capacity was 3.6
billion ASMs, down 7.4 percent from February 2004.  Year over year
changes for RPMs and ASMs were affected by leap year in February
2004.

For the month of February 2005, consolidated passenger revenue per
available seat mile (RASM) is estimated to have increased between
1.0 and 2.0 percent compared to February 2004, while mainline RASM
is estimated to have increased between 2.0 and 3.0 percent.  For
January 2005, both consolidated and mainline RASM increased 4.2
percent compared to January 2004.

Continental's regional operations (Continental Express) set a
record February load factor of 70.1 percent, 6.9 points above last
year's February load factor.  Regional RPMs were 589.1 million and
regional ASMs were 840.2 million in February 2005, resulting in a
traffic increase of 21.1 percent and a capacity increase of 9.1
percent versus February 2004.  The leap year also affected the
year over year RPM and ASM changes in Continental Express.

                        About the Company

Continental Airlines -- http://continental.com/--is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points 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.

                         *     *     *

Continental Airlines reported a $363 million loss for 2004.  In a
recorded message on Feb. 11, 2005, Larry Kellner, Continental's
Chairman and Chief Executive Officer, told employees that losses
in January 2005 continued and are running more than $1.5 million
per day.  Continental expects to incur a significant loss in 2005.
The carrier's balance sheet dated Sept. 30, 2004, shows $10.8
billion in assets and $685 million in shareholder equity.

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 AIRLINES: Unions Transmit Tentative Pacts to Members
----------------------------------------------------------------
Continental Airlines (NYSE: CAL) has reached tentative agreements
on new contracts covering the company's pilots, flight attendants,
mechanics and dispatchers following negotiations with the Air Line
Pilots Association International, the International Association of
Machinists and Aerospace Workers, the International Brotherhood of
Teamsters, and the Transport Workers Union.

Each of the unions is preparing detailed communications to its
membership to explain the agreements, which are subject to union
leadership approvals and ratification by each covered work group.
The tentative agreements covering pilots and flight attendants are
subject to internal union approval processes before submission of
the agreements for pilot and flight attendant ratification.  The
company is not releasing details of the agreements in order to
allow the unions to directly communicate with their members.
Results of the ratification process for each of the agreements are
expected by the end of March 2005.

The company expects the wage and benefit reductions for all
employees to become effective at the end of March.  Wage and
benefit reductions for airport, cargo, reservations, Chelsea food
services, management and clerical employees were scheduled to take
effect today. However, these reductions will be deferred until the
end of March to coincide with other work groups' reductions.

The company's officers and its board of directors implemented
their reductions on Feb. 28.


Ratification of the agreements will put Continental on a path for
success, with the ability to grow its network and the potential to
achieve consistent profitability.

"I want to thank the unions' leadership and negotiating teams for
working tirelessly through this process," Chairman and Chief
Executive Officer Larry Kellner said.  "I know a reduction in pay
and benefits is painful.  However, these agreements, along with
the reductions from the rest of our work groups, will put in place
the tools we need to be successful and grow our company, securing
the careers and retirement of all Continental employees.  We will
all continue to work together to deliver a strong future for
Continental and its people."

Because of Continental's success in reaching these tentative
agreements by Feb. 28, The Boeing Company and Continental have
agreed to extend for one month the period for board approval of
their previously announced aircraft acquisition agreement,
allowing time for ratification of these tentative agreements.
The aircraft acquisition agreement will permit the company to grow
by leasing eight 757-300 aircraft starting this summer,
accelerating delivery of six Boeing 737-800 aircraft into 2006,
and acquiring 10 Boeing 787 aircraft beginning in 2009.

The tentative agreements, along with previously announced pay and
benefit reductions for other work groups, conclude the negotiation
process with all employees, except some Continental Micronesia
(CMI) and international employees.  The pay and benefits of
international employees must be adjusted in accordance with laws
and regulations of the various countries.  Continental expects to
complete the process with these remaining employees in the near
future.

As reported in the Troubled Company Reporter yesterday,
Continental plans to issue to its employees stock options for
approximately 10 million shares of Continental's common stock in
connection with the previously announced pay and benefit
reductions.  The 10 million shares represent approximately 15
percent of the currently outstanding shares of common stock of
Continental.

Each stock option grant will represent the right to acquire shares
of Continental common stock at the closing price of the common
stock on the NYSE on the date of grant.  The options will become
exercisable in three equal installments on the first, second and
third anniversaries of the date of grant, and will have a term
ranging from six to eight years.

The company expects to achieve approximately $500 million of
annual cost savings on a run-rate basis when its agreements with
its various work groups are implemented.  This excludes the non-
cash cost of approximately 10 million stock options and accruals
for certain non-cash costs or charges relating to items contained
in the tentative agreements.  Further, the company's ability to
achieve certain of the cost reductions will depend on timely and
effective implementation of new work rules, actual productivity
improvement, implementation of technology and other items, the
timing and full impact of which are difficult to estimate at this
time.

                        About the Company

Continental Airlines -- http://continental.com/--is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points 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.

                         *     *     *

Continental Airlines reported a $363 million loss for 2004.  In a
recorded message on Feb. 11, 2005, Larry Kellner, Continental's
Chairman and Chief Executive Officer, told employees that losses
in January 2005 continued and are running more than $1.5 million
per day.  Continental expects to incur a significant loss in 2005.
The carrier's balance sheet dated Sept. 30, 2004, shows $10.8
billion in assets and $685 million in shareholder equity.

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its single-B ratings on
Continental Airlines Inc. equipment trust certificates and
enhanced equipment trust certificates on CreditWatch with negative
implications.  S&P's rating action does not affect issues that are
supported by bond insurance policies.

"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.


CONVERSENT COMMS: S&P Assigns B Rating to $225M Secured Facility
----------------------------------------------------------------
Standard & Poor's assigned its 'B' corporate credit rating to
Conversent Communications, Inc.  The outlook is stable.

Simultaneously, a 'B' bank loan rating was assigned to the
$225 million secured credit facility co-borrowed by Conversent
Holdings, Inc., and Mountaineer Telecommunications LLC.  In
addition, a recovery rating of '5' was assigned to the loan,
indicating the expectation for a negligible recovery of principal
(0-25%) in the event of a payment default.  (These ratings are
based on preliminary bank loan documentation.)  Conversent
Communications will be the new parent company upon the merger of
Conversent Holdings, Inc., and Mountaineer Telecommunications LLC
-- FiberNet, expected to be completed in March 2005.

Proceeds from the new term loan and cash on hand will be used to
refinance all existing debt and to fund a $100 million redemption
of certain ownership interests in Conversent Holdings, Inc., and
Mountaineer Telecommunications LLC.  The credit facility is
contingent upon the closing of the merger.

"The ratings on Conversent reflect the high competitive business
risk environment of the competitive local exchange carrier
industry, continued price compression for telecom services, and
uncertainty related to the future dividend policy," said Standard
& Poor's credit analyst Rosemarie Kalinowski.  "These factors
dominate the company's credit profile, although its pro forma debt
leverage of 3x is moderate (and better than some of its peers')
and the company is generating free cash flow."  As of
Dec. 31, 2004, pro forma for the merger, total debt outstanding is
about $200 million.

Ratings assume that revenue will grow moderately due to the merger
and the low 6% penetration of Conversent's service area.  EBITDA
is expected to remain relatively healthy, with margins in the 30%
area.  Excess free cash flow, which has been higher than peers',
is expected to be applied to debt reduction, resulting in debt
leverage in the 2.0x-2.5x area over the next two to three years.
However, this improvement is dependent on the financing of
potential acquisitions and the company's future dividend policy.
Under the proposed credit facility, dividends cannot be
distributed unless debt leverage is less than 2.25x after the
distribution.


CREDIT SUISSE: Fitch Assigns Low-B Rating on Six Mortgage Certs.
----------------------------------------------------------------
Fitch Ratings downgrades the Credit Suisse First Boston's - CSFB
-- commercial mortgage pass-through certificates, series 2001-CF2:

    -- $5.5 million class N to 'CCC' from 'B-'.

   In addition, Fitch affirms these following classes:

    -- $6.2 million class A-1 'AAA';
    -- $153.8 million class A-2 'AAA';
    -- $129.8 million class A-3 'AAA';
    -- $523.2 million class A-4 'AAA';
    -- Interest-only classes A-CP and A-X 'AAA';
    -- $43.8 million class B 'AA+';
    -- $49.3 million class C 'A+';
    -- $10.9 million class D 'A';
    -- $16.4 million class E 'A-';
    -- $18.9 million class F 'BBB+';
    -- $14 million class G 'BBB'.
    -- $16.4 million class H 'BB+';
    -- $21.9 million class J 'BB';
    -- $8.2 million class K 'BB-';
    -- $9.3 million class L 'B+';
    -- $9.9 million class M 'B'.

Fitch does not rate the $7.1 million class O, $14.8 million class
NM-1, $17.1 million class NM-2, or $1 million class RA
certificates.

The downgrade is due to the expected losses on several of the
specially serviced loans.  As of the February 2005 distribution
date, the pool's aggregate collateral balance has been reduced by
approximately 4.5%, to $1.077 billion from $1.128 billion at
issuance.

Currently, 10 loans (2.4%) are in special servicing, with losses
expected on several of these loans.  The largest loan in special
servicing (0.9%) is secured by an office property located in
Olivette, Missouri, and is 90 plus days delinquent.  The loan was
transferred to the special servicer in November 2004 as a result
of an increase in vacancy due to lease expirations.  The three
largest tenants of the property, representing 54.3% of the total
leasable area, announced they would not renew their leases
following their expiration.

The second largest specially serviced loan (0.5%) is an office
property located in Tampa, Florida, and is 90 plus days
delinquent.  The loan was transferred to the special servicer in
February 2004 as a result of an increase in vacancy.


DB COMPANIES: General Unsecured Creditors Eye 50-80% Distribution
-----------------------------------------------------------------
DB Companies, Inc., and its debtor-affiliates filed their Joint
Liquidating Chapter 11 Plan with the U.S. Bankruptcy Court for the
District of Delaware.

The Plan doesn't intend to rehabilitate the Debtors' finances.
Rather, the Plan facilitate an orderly liquidation of the Debtors'
assets.  DB Co. & its affiliates ceased to operate after filing
for chapter 11.  All remaining assets of the Debtors will be sold
to payoff secured and priority claims.  The remaining funds will
be used to pay general unsecured creditors.

Cash for distribution to creditors is projected to range from $16
million to $20 million.  General unsecured creditors, with claims
amounting to $24 million to $30 million, are expected to recover
50% to 80% of what they're owed.

The Debtors caution that their largest creditor -- Valero
Marketing and Supply Company -- filed proofs of claim totaling
more than $26 million.  If those claims are allowed, that would
reduce the available cash for distribution to unsecured creditors.

The Debtors' Plan provides for interim distributions to creditors
with undisputed claims.  The first projected distribution will
take place in May 2005.  That distribution will pay all secured
and priority claims in full and will include pay general unsecured
creditors 20% of what they're owed.

Headquartered in Pawtucket, Rhode Island, DB Companies, Inc.
-- http://www.dbmarts.com/-- operates and franchises a regional
Chain of DB Mart convenience stores in Connecticut, Massachusetts,
Rhode Island, and the Hudson Valley region of New York.  The
Company filed for chapter 11 protection on June 2, 2004 (Bankr.
Del. Case No. 04-11618).  William E. Chipman, Jr., Esq., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets of over $50 million and
debts of approximately $65 million.


DELTA PETROLEUM: S&P Rates Planned $150M Sr. Unsec. Notes at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Delta Petroleum Corp.  At the same time, Standard
& Poor's assigned its 'B-' senior unsecured debt rating to Delta's
proposed $150 million senior unsecured notes due 2015.  The
outlook is positive.

Pro forma the proposed offering, Denver, Colorado-based Delta will
have $155 million of debt.

"The ratings on Delta reflect its very aggressive growth strategy,
high debt leverage, elevated cost structure, and limited reserve
base," noted Standard & Poor's credit analyst Paul B. Harvey.  The
ratings incorporate Delta's solid reserve life, high operatorship
of its properties and potential for improved costs and reserves if
planned development goals are met.  "The senior unsecured notes
have not been "notched," as secured borrowings are expected to
remain below Standard & Poor's threshold for notching, and the
borrowing base of the facility is expected to limit secured debt
to below the 15% level," he continued.  If the borrowing base is
increased to allow secured borrowings greater than the notching
threshold, unsecured ratings would be negatively affected.

The positive outlook reflects the potential for near-term growth
in Delta's reserves and production, as well as an improved cost
structure, through the aggressive development of its relatively
low risk Rocky Mountain acreage and Gulf Coast properties.  If
production and reserve targets are met, while improving its cost
structure, ratings could be raised.  However, if Delta is
unsuccessful in its current growth strategy and pursues
aggressively financed acquisitions, the outlook and ratings could
be negatively affected.


DELTA PETROLEUM: Moody's Puts B3 Rating on $150MM Sr. Unsec. Notes
------------------------------------------------------------------
Moody's assigned a B3 rating to Delta Petroleum Corporation's
proposed $150 million senior unsecured notes offering, a first
time B3 senior implied rating; and a Speculative Grade Liquidity
rating of SGL-3 rating.  The ratings outlook is stable.

The B3 ratings are reliant on the currently very supportive
commodity price outlook, which should provide Delta Petroleum with
cash flow cover for its aggressive drilling program at least for
the next twelve months, and management's demonstrated success in
growing the company to its current point.  Commodity price support
will be essential for Delta to add much needed scale and
diversification to its small reserve base and to reduce its very
high debt on the proven developed (PD) reserve base ($8.14/boe pro
forma).

Moody's will be monitoring the progress of the capital program
throughout the year to verify whether production and reserves are
being added and whether they are being added at sustainable costs
without any material negative revisions.  The first key
measurement of the company's progress will be revealed in its FYE
6/30/05 FAS 69 results and third party engineering.

Retention of the stable outlook requires Delta Petroleum to reduce
leverage throughout the year and to fund the ambitious drilling
program set for calendar year 2005 with internal cash flow.  The
stable outlook will also focus on management's ability to mount
sequential quarterly production gains to confirm its projections
on its large proportion of acquired properties; and to add to
reserves with a balance of proven developed (PD) and proven
undeveloped (PUD) reserves at costs more in line with FYE 2004
three year average all sources finding and development (F&D) of
$8.48/boe.

However, no improvement in capital productivity and an inability
to reduce leverage on the PD reserves to under $7.00/boe over the
next four quarters would likely result in a negative outlook.  A
downgrade would likely result if leverage is higher than the
current pro forma $8.14/boe of PD reserves.

The outlook and ratings also assume that while its leverage
remains high, Delta Petroleum will not contribute any additional
capital towards the offshore California LNG project in which it
invested in 2003.  Currently, Delta has indicated that it is under
no further obligation to commit any additional capital beyond its
already funded $1.0 million investment for a 6% interest in the
project, but it does have a right of first refusal if there is
another capital call and it wishes to preserve its interest.
Though the project appears to be a ways off (it's still awaiting
permitting approval), if the company's leverage profile has not
improved and the company elects to invest additional money, the
outlook or ratings may be pressured.

A positive outlook would require significant production growth and
reserve additions (with a balance of PDs and PUDs) at costs that
are significantly improved from its pro forma full-cycle reserve
replacement costs ($27.00/boe to $28.00/boe) over the next 12 to
18 months while reducing and maintaining leverage under $6.00/boe
of PD reserves.

As the company pursues acquisitions, those, which add material
scale (particularly PD reserves) and strength (longer PD reserve
life and diversification) and are amply equity funded, could be
viewed as a ratings positive.  However, debt funded acquisitions
would have a negative impact on the ratings.

The notes currently are not notched from the senior implied rating
due to the resized senior secured revolving credit facility.  At
close, the company will have a borrowing base of $60 million which
is the maximum level that would not require a notching of the
notes from the senior implied rating at the current asset size and
leverage levels.  The lack of notching also reflects the current
market conditions that support a valuation of the company's
reserves sufficient to cover the bonds and the current size of the
revolver.

However, notching would be re-assessed should either the borrowing
base increase above the current $60 million level given the
current size of the reserve base, or if there appears to be a
significant change in the valuation (either because of prices,
performance or divestitures) of the company's reserve base that
would impact its ability to fully cover the bonds and revolver
lenders.

The ratings are restrained by the company's very high leverage on
its proven developed (PD) reserves; the small scale and some
concentrations of short lived reserves and production within its
property base; very high full pro forma cycle reserve replacement
costs that consume a high degree of unit cash flows; the high
percentage of proven undeveloped (PUD) reserve; and management's
willingness to forego greater cash flow protection from commodity
price corrections by hedging only approximately 40% of current
production into 2006.

The ratings are also supported by the company's progress in
growing the firm's reserves and production to its current levels
over the past 2 years; the high percentage of operated properties
which provides Delta with some meaningful financial flexibility as
it controls a great degree of the capital spending timing and
magnitude; and the company's use of hedging (with $40.00/bbl
floors) to deliver some protection for the capital budget.

The SGL-3 rating reflects the company's adequate overall liquidity
position due to the cash flow outlook for the next four quarters
which should be supported by commodity prices and provide adequate
funding for the budgeted capital spending program, interest and
working capital.

The rating also considers: adequate-to-good external liquidity
from the availability under the $60 million borrowing base which
is expected to remain mostly undrawn and could be expanded given
the current asset support; the adequate, though potentially tight
covenant room which should ensure accessibility during the ensuing
four quarters; and weak alternative sources of liquidity as the
ability to monetize assets is limited by the pledging of
essentially all of its assets to the banks.

The ratings assigned by Moody's for Delta Petroleum are:

   * Assigned a B3 -- proposed $150 million senior unsecured notes
                      due 2015

   * Assigned a B3 -- Senior implied rating

   * Assigned a Caa1 -- Issuer rating

   * Assigned a SGL-3 -- Speculative Grade Liquidity Rating

The proposed notes offering will be used to repay the revolving
bank debt that was used to fund the company's Manti acquisition
($60 million) and the Alpine acquisition that closed in June 2004.

Delta Petroleum's full cycle costs are very high at about $27.00
to $28.00/boe pro forma for the six months ended 12/31/04 versus a
run rate of approximately $23.85 as of 9/30/04, before the Manti
acquisition.  This increased costs structure is driven by a rising
3-year all sources F&D figure that pro forma for the six months
ended 12/31/04 was approximately $11.71/boe as well as the
increased interest burden from the proposed notes offering.

This F&D cost is reflective of the Manti and Speary acquisitions
and also includes significant dollars spent on drilling during the
last six months that may result in added reserves later this
fiscal year and potentially reduce the total all sources F&D
number for FY 2005.  However, a review of the company's year-end
results and FAS 69 will show the company's progress on this front.

Given the company's small reserve base of 19.9 mmboe of proven
developed reserves, Delta Petroleum's reserves rank as the
smallest of any E&P company currently rated by Moody's.  This
small property base with the currently very high leverage needs to
increase scale and diversification to be able to absorb meaningful
drilling disappointments without having a significant impact on
asset values.

Though Delta's reserves are located among various basins in the
Gulf Coast, Rocky Mountains, Kansas, California, Alabama, and
other basins, there is still a significant concentration.
Approximately 50% of the total proved reserves and more than half
of its production is located in the short lived Gulf Coast region,
with a proven developed reserve life of about 5.6 years.

While the current commodity price outlook should provide the
company with strong cash flows (barring any production
disappointments), the company still maintains considerable
exposure to price corrections/modifications with approximately 60%
of current production unhedged through 2005.  While this enables
the company to take advantage of historically strong prices, it
also leaves cash flows and ultimately the capital budget
unprotected against any significant commodity price correction.

The management team has built a solid track record thus far in
growing the company to its current size while also attempting to
broaden the reserve and production base.  Since 2003, the
company's total proven reserves have more than doubled while the
company has established positions in basins and regions beyond its
original Rocky Mountains footprint.

Delta Petroleum Corporation, headquartered in Denver, Colorado, is
engaged in the exploration, development and production of oil and
natural gas.


DIMON INC: Lowers Fiscal Year 2005 Earnings Guidance
----------------------------------------------------
DIMON Incorporated (NYSE: DMN) lowered its earnings guidance for
the fiscal year ending March 31, 2005.

Brian J. Harker, Chairman and Chief Executive Officer, stated, "As
reported with the release of third quarter financial results, the
current season crops in Brazil and Argentina have been delayed by
unusually dry weather conditions, a situation that has persisted
and caused us to further adjust our outlook for the contribution
those crops will make to our fourth quarter operating results.
Additionally, we continue to incur increased professional fees,
primarily relating to our compliance with Section 404 of the
Sarbanes-Oxley Act, while the continued weakness of the value of
the U.S. dollar will have an inflationary effect on the
translation of offshore SG&A expenses.  Considering these factors,
we now expect the Company's underlying net income for the fiscal
year ending March 31, 2005, to be between $0.35 and $0.40 per
basic share."

The Company's underlying net income is a non-GAAP measure that
excludes market valuation adjustments for derivative financial
instruments, discontinued operations, and non-recurring items.
The timing and magnitude of fluctuations in the market valuation
adjustments for derivative financial instruments (interest rate
swaps) are driven primarily by often-volatile market expectations
for changes in interest rates, and are inherently unpredictable.
Because these adjustments are a component of net income prepared
in accordance with generally accepted accounting principles,
management is unable to provide forward looking earnings guidance
on that basis.

                        About the Company

DIMON Incorporated is the world's second largest dealer of leaf
tobacco with operations in more than 30 countries.  For more
information on DIMON, visit the Company's website at
http://www.dimon.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2004,
Moody's Investors Service confirmed the ratings of DIMON
Incorporated and assigned a stable outlook, following the waivers
and amendment granted by bondholders and banks of the company's
technical defaults on its bonds and bank facilities.  This
concludes the review initiated on Oct. 13, 2004.

Ratings confirmed:

   * Issuer rating at B2
   * Senior implied rating at B1
   * $200 million senior notes due 2011 at B1
   * $125 million senior notes due 2013 at B1

The ratings confirmation reflects the stabilization of liquidity
brought by the waivers and amendments.  On Oct. 11, 2004, DIMON
sought consent of waivers of previous defaults under the
limitation on restricted payments covenant under the indentures
related to the payment of dividends to holders of the company's
common stock, and investments in a majority-owned subsidiary.
Dividend payments have been made since December 2003 in violation
of the indentures as a result of an apparent misunderstanding by
company's management of the restrictions under the indentures.  On
Nov. 1, 2004, DIMON obtained a waiver of the defaults under
all debt, and an amendment under the indenture allowing it to make
dividend payments not to exceed $3.525 million in any quarter
without regard to a consolidated interest coverage ratio test
until June 30, 2005.


DLJ MORTGAGE: Fitch Assigns BB+ Rating on $26.9MM Mortgage Cert.
----------------------------------------------------------------
DLJ Mortgage Acceptance Corp., commercial mortgage pass-through
certificates, series 1997-CF1:

    -- $97.1 million class A-1B at 'AAA';
    -- $24.7 million class A-2 at 'AAA';
    -- $31.3 million class A-3 at 'AA-';
    -- Interest-only class S at 'AAA';
    -- $26.9 million class B-1 at 'BB+'.
    -- Classes B-2, B-3, B-4 and C are not rated by Fitch. Class
       A-1A has been paid in full.

The rating affirmations reflect the transaction's current stable
performance.  As of the February 2005 distribution date, the
pool's aggregate certificate balance has been reduced 54.3% to
$204.9 million from $448 million at issuance.  The deal has
realized losses in the amount of $38.3 million since issuance.

There are currently two loans (2.3%) in special servicing which
are real-estate owned -- REO -- and losses are expected.  The
largest specially serviced loan (1.3%) is a hotel property located
in Beaufort, South Carolina.  The property is currently under
contract with a prospective purchaser.  The second largest loan
(0.9%) is an industrial property located in Warren, Michigan.  The
property is currently listed for sale and the special servicer is
currently evaluating a purchase order.


ENRON CORP: JPMorgan Calculates Administrative Claim to be $115.9M
------------------------------------------------------------------
JPMorgan Chase Bank is the Agent under a Credit Agreement dated
April 14, 1997, entered into with Brazos Office Holdings, L.P.,
as Borrower, and with certain banks as Lenders.  Under the Credit
Agreement, the Lenders made loans aggregating $275,965,000 into a
synthetic lease structure -- the Brazos Office Transaction -- to
refinance the Debtors' former headquarters building and related
property located at 1400 Smith Street in Houston, Texas.

                           Synthetic Lease

Pursuant to the Brazos Office Transaction, Brazos Office, the
record owner of the Property, entered into a Land and Facilities
Lease Agreement dated April 14, 1997, with Organizational
Partner, Inc., a non-debtor subsidiary of Enron Corp.  OPI
immediately assigned its interests in the Synthetic Lease to
Enron Leasing Partners, L.P., another non-debtor affiliate of
Enron.

The Brazos Office Transaction, although structured as a Lease
from Brazos Office to OPI (and subsequently ELP), was effectively
a mortgage loan from Brazos Office to ELP.  On April 14, 1997,
ELP entered into a sublease (in reality a lease) of the Property
to Enron.  Enron subsequently assigned its interest in the
Sublease to a debtor subsidiary, Enron Property & Services Corp.,
although Enron was not released from its obligations under the
Sublease.  Enron guaranteed ELP's obligations under the Synthetic
Lease.

The $275,965,000 Loan was secured by both a lien on the Property
and a collateral assignment of all interest of Brazos Office in
the Synthetic Lease and the Enron Guaranty, each in favor of the
Lenders.

                        Forbearance Agreement

On May 14, 2002, JPMorgan, on the Lenders' behalf, entered into a
Forbearance Agreement with ELP, Enron and EPSC pursuant to which:

    -- the Lenders will forbear exercise of their remedies under
       the Credit Agreement, the Synthetic Lease, the Sublease and
       the Enron Guaranty for the period set forth in the
       Forbearance Agreement; and

    -- ELP will make certain limited payments to the Lenders on
       account of the Debtors' continued occupancy of the
       Property.

The Forbearance Agreement expressly reserves the parties' rights
in many regards.

                           JPMorgan Claims

On October 11, 2002, JPMorgan, on the Lenders' behalf, filed
Claim Nos. 11224 and 11225 in connection with the Enron Guaranty,
the Credit Agreement and the Forbearance Agreement.

By the Court's Sale Order dated December 4, 2003, the Property
was sold in accordance with the terms of a purchase agreement.
On December 15, 2003, pursuant to the Sale Order, the Debtors
consummated the sale of the Property for a $55,500,000 sale
price.  The net proceeds from the sale of the Property were
calculated in accordance with the terms of the Forbearance
Agreement, the Credit Agreement, the Synthetic Lease, the
Sublease and the Enron Guaranty -- the Transaction Documents.

JPMorgan believes that the Lenders' deficiency claim after the
sale of the Property remains around $232 million.

                         Travis' Involvement

On September 2, 2003, an affiliate of JPMorgan, Travis National
Properties Corporation, acting as sub-agent, foreclosed on the
interests of Brazos Office in the Property and the Synthetic
Lease, and became the lessor under the Synthetic Lease.

On January 13, 2004, Travis demanded ELP to pay the outstanding
obligations due under the Transaction Documents in an amount not
less than $232 million.  Travis also demanded that ELP assert,
and pursue payment of, administrative expense claims from Enron
and its affiliated Debtors for all rent and other obligations
owed to ELP by the Debtors for their use and occupancy of the
Property from and after the Petition Date.

For the use and occupancy of the Property from and after the
Petition Date, JPMorgan believes that the Debtors are obligated
to ELP for administrative expense claims.

                    Administrative Expense Claim
                      Computed at $115,875,008

JPMorgan believes that the amount of the administrative claims
should be $115,875,008, less payments received by ELP because:

    * The Sublease, which was in effect as of the Initial Petition
      Date, had a term of 10 years, but provided that it would
      terminate upon the termination of the Synthetic Lease;

    * The Synthetic Lease had a stated maturity of April 14, 2002;

    * The Sublease provided that in the event of a holdover after
      expiration or termination of the Sublease, the rent owed
      during the holdover period would be twice the basic
      rent owed prior to expiration or termination of the
      Sublease;

    * Enron and its affiliates continued in occupancy of the
      Property at all times prior to the sale of the Property on
      December 15, 2003; and

    * Basic rent due under the terms of the Sublease equals $25.86
      per square foot, or $2,726,402 per month, or $32,716,822 per
      annum.

The $115,875,008 amount is the sum of the:

    * rent from December 1, 2001, through December 14, 2002 --
      $12,177,928; and

    * rent from April 15, 2002, through December 15, 2003, at the
      holdover rate provided for in the Sublease -- $103,697,080.

                       Alternative Computation

Because the Brazos Office Transaction was effectively a mortgage
loan from Brazos Office to ELP, and since ELP's obligations under
the Synthetic Lease remained unpaid as of April 14, 2002, despite
the April 14, 2002 stated maturity of the Synthetic Lease, the
Administrative Claim could also be calculated based on the
regular rent due under the Sublease for the entire period between
the Petition Date and December 15, 2003.

A mortgage loan, Mr. Bane points out, may not be deemed
terminated if obligations remain outstanding, even if the stated
date of maturity of the loan has passed.  In that event, the
regular rental rate would apply because, if the Synthetic Lease
was not terminated, then the Sublease was similarly not
terminated, and the holdover provisions of the Sublease only
applied upon termination of the Synthetic Lease.  If calculated
in this manner, the Debtors are obligated, for the use and
occupancy of the Property from and after the Petition Date, to
ELP for $64,026,468 in administrative expense claims less any
payments received by ELP.

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)


EXIDE TECH: Expects to Complete Private Financing Before March 31
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 16, 2005,
Exide Technologies, Exide Global Holding Netherlands, and
Deutsche Bank AG New York, as administrative agent, agreed to
amend their Credit Agreement dated May 5, 2004.

                          Third Amendment

Principally as a result of the dramatic increase in lead costs
year on year and the resultant adverse impact on Exide
Technologies' results, in November 2004, the Company was required
to obtain amendments to certain financial covenants with respect
to earnings before interest, taxes, depreciation, amortization
and restructuring and leverage contained in its Senior Secured
Credit Facility.

Due to the fact that the Company failed to satisfy its leverage
ratio covenant as of December 31, 2004, under the Credit
Agreement, in February 2005, the Company received a waiver of the
leverage ratio covenant from its lenders.  Although there can be
no assurances, the Company believes, taking into account the
Credit Agreement amendments and based upon its updated financial
forecasts and plans, that it will comply with the covenants
contained in its Credit Agreement for the foreseeable future.

J. Timothy Gargaro, Exide Technologies' Executive Vice President
and Chief Financial Officer, disclosed in a regulatory filing
with the Securities and Exchange Commission that these forecasts
and plans are based in part on the Exide's belief that it will
complete a private financing prior to March 31, 2005.  In
addition, if the financing is not completed, based on Exide's
forecasts and plans, Exide would expect to also need to obtain
covenant amendments for June 30, 2005, and beyond.

On February 24, 2005, the Company received amendments of certain
financial covenants in its senior credit facility as of March 31,
2005.

Under the Amendment, at any time during a specified period, the
Leverage Ratio should not be greater than:

  Period                                                     Ratio
  ------                                                     -----
  Initial Borrowing Date to and including the day
  occurring prior to the last day of the
  1st Fiscal Quarter of Fiscal Year 2006                  4.15:1.0

  Last day of the 1st Fiscal Quarter of Fiscal Year 2006
  to and including the day occurring prior to the
  last day of 2nd Fiscal Quarter of Fiscal Year 2006      3.50:1.0

  Last day of the 2nd Fiscal Quarter of Fiscal Year 2006
  to and including the day occurring prior to the
  last day of 3rd Fiscal Quarter of Fiscal Year 2006      3.25:1.0

  Last day of the 3rd Fiscal Quarter of Fiscal Year 2006
  to and including the day occurring prior to the
  last day of 3rd Fiscal Quarter of Fiscal Year 2007      3.00:1.0

  Last day of 3rd Fiscal Quarter of Fiscal Year 2007
  and thereafter                                          2.50:1.0

A full-text copy of the Third Amendment and Waiver to Credit
Agreement, dated as of February 24, 2005, among Exide
Technologies, Exide Global Holding Netherlands C.V., the Lenders
from time to time party hereto and Deutsche Bank AG New York
Branch, as Administrative Agent, is available for free at:


http://sec.gov/Archives/edgar/data/813781/000095014405001898/g93512exv4w5.htm


Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on Apr. 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.  (Exide
Bankruptcy News, Issue No. 61; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'B+' from 'BB-'.

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

Moody's Investors Service also assigned a Caa1 rating for the
proposed $350 million issuance of senior unsecured notes by Exide
Technologies, Inc.  The proceeds of these notes will be used
primarily for the purpose of repaying approximately $250 million
of term loan indebtedness under the company's existing guaranteed
senior secured credit agreement.  The approximately $85 million of
excess proceeds expected to be realized after accounting for
fees, expenses, and accrued interest will be retained in the
company for general corporate purposes.  The proposed notes
offering should thereby improve Exide's available liquidity to
cover increased commodity costs, capital investment, additional
restructuring programs, and other operating needs or actions.

Moody's confirmed Exide's B1 guaranteed senior secured facility
ratings.  The confirmations specifically presume that a
significant reduction in outstanding term loans will occur as a
result of the proposed senior notes issuance.  In the event that
Exide does not successfully execute the proposed senior notes
offering, the guaranteed senior secured debt facility ratings
would have to be lowered to B2.


EXIDE TECH: Moody's Junks $350 Million Senior Unsecured Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating for the proposed
$350 million issuance of senior unsecured notes by Exide
Technologies, Inc.  The proceeds of these notes will be used
primarily for the purpose of repaying approximately $250 million
of term loan indebtedness under the company's existing guaranteed
senior secured credit agreement.  The approximately $85 million of
excess proceeds expected to be realized after accounting for fees,
expenses, and accrued interest will be retained in the company for
general corporate purposes.  The proposed notes offering should
thereby improve Exide's available liquidity to cover increased
commodity costs, capital investment, additional restructuring
programs, and other operating needs or actions.

Moody's confirmed Exide's B1 guaranteed senior secured
facility ratings.  The confirmations specifically presume that a
significant reduction in outstanding term loans will occur as a
result of the proposed senior notes issuance.  In the event that
Exide does not successfully execute the proposed senior notes
offering, the guaranteed senior secured debt facility ratings
would have to be lowered to B2.

Moody's downgraded Exide's senior implied rating by one notch to
B2 and its senior unsecured issuer rating by two notches to Caa1.
The following specific rating actions were taken.  The rating
outlook following these actions is stable:

      * Assignment of a Caa1 rating for Exide Technologies'
        $350 million of proposed unguaranteed senior unsecured
        notes due 2013, to be issued under Rule 144A with
        registration rights;

      * Confirmation of the B1 ratings for approximately
        $600 million -- to be reduced to approximately
        $350 million following execution of the proposed senior
        unsecured notes offering -- of guaranteed senior secured
        bank credit facilities for Exide Technologies and Exide
        Global Holdings Netherlands CV, consisting of:

        -- $100 million multi-currency shared US and foreign bank
           revolving credit facility due May 2009; amd

        -- Approximately $500 million in aggregate terms loans due
           May 2010 (consisting of three tranches of debt), to be
           reduced by an estimated $250 million from the net
           proceeds of the proposed senior notes offering on a pro
           rata basis by tranche and maturity date;

      * Downgrade to B2, from B1, of Exide's senior implied
        rating; and

      * Downgrade to Caa1, from B2, of Exide's senior unsecured
        issuer rating.

The downgrade of Exide's senior implied rating to B2, from B1,
reflects that according to management's base plan the company
is not expected realize EBIT coverage of cash interest exceeding
a marginal 1.0x level until the fiscal year ending March 2007.
The company's weakened operating cash flow performance was
brought about by sharply increased lead commodity costs
coinciding with the timing of Exide's reorganization, highly
competitive industry conditions, and other factors.

The unanticipated spike in the price of lead had a severe impact
upon cash flows (net impact approx. $50 million) and working
capital (approx. $100 million increase) during the twelve months
ended December 2004.  Lead represents about one-third of the
company's cost of goods sold.  Until recently Exide was also at a
notable disadvantage versus competitors due to the company's
inability to enter into hedges for its most critical raw material
until it emerged from bankruptcy during mid-2004 and was able to
locate necessary counterparties.  While Exide has more recently
taken a series of effective steps, which are enabling the company
to mitigate about 70% of the increased cost of lead, commodity
prices today remain high and volatile and continue to impact
operating cash flows.  Exide also has exposure to certain other
commodity prices such as steel.

In the event that Exide is unable to achieve the anticipated level
of restructuring savings, suffers the loss of a major contract or
customer, or is negatively affected by exposure to exchange rates,
rising interest rates, sub-optimal weather conditions relating to
lead acid battery revenues, or decreased demand in the industries
in which Exide operates, the company's future cash flow
performance could fall behind base case expectations.  Exide
additionally faces ongoing pricing pressure from its customers
given the highly competitive market environment and continued
excess capacity within the battery industry.  Exide's North
American pension plans are significantly under-funded, with future
minimum cash contribution requirements rising to more than
$20 million per year.  Exide additionally expects to finalize a
temporary waiver received from the IRS regarding the deferral of
approximately $50 million of minimum funding requirements
associated with 2003 and 2004, which would require catch-up
payments to be paid over the subsequent five-year period.  In
return, the Pension Benefit Guaranty Corporation is negotiating
receipt of secondary liens on certain assets of Exide and its
domestic and foreign subsidiaries to cover exposure for the
deferred pension payments.  The exact scope and terms of the
second-liens are currently under negotiation.  Exide has not yet
identified who will take over as the company's new chief executive
officer.  The existing CEO previously announced that he plans to
step down from his position in April 2005.

The downgrade of the senior implied rating to B2, from B1,
reflects the issues above which are constraining the company's
operating cash flow generation, as well as several more favorable
attributes of the company which are beginning to more effectively
offset the negative trends.  The proposed transaction will
partially refinance the existing credit agreement and thereby
result in improved liquidity, a longer term debt maturity
profile, and significant amendments of financial covenants
expected to provide 15% or greater cushion versus management's
base case projections.  Exide will thereby have more flexibility
to pursue strategic capital investment, working capital
improvement, and additional restructuring efforts. Restructuring
programs already implemented or in process should generate
annualized cash flow savings that ramp up to more than
$30 million by fiscal 2009.

Exide's management is confident that the company will be
able to mitigate about 70% of future lead price increases through
actions to hedge lead spot prices, increase selling prices,
reduce working capital turnovers, improve spent battery
collection, and generally realize greater benefits from in-house
smelting equipment.  While the impact of lead prices was a
definitive 2004 event with very negative cash flow effects,
Exide's performance did notably show improvement year-over-year
once the impact of lead was excluded from the analysis.  Exide
retains #1 or #2 shares in each of its critical markets globally
and benefits from meaningful brand recognition in the
aftermarkets that it serves.

The confirmation of the B1 senior secured bank ratings
reflect the anticipated $250 million reduction in commitments and
outstandings following the proposed senior unsecured notes
offering, combined with Moody's assessment that the remaining
senior secured loan exposure will be well supported by a
conservative valuation of the company's assets.

The senior secured lenders hold a first priority perfected
security interest in all stock, equity interests, tangible and
intangible assets and promissory notes of Exide and its domestic
subsidiaries, plus up to 65% of the stock of foreign subsidiaries
of Exide.  The foreign-domiciled facilities are covered by a
first priority perfected security interest in all stock, equity
interests, promissory notes and tangible and intangible assets of
all US and foreign subsidiaries, subject to certain exceptions
including the subsidiaries in Asia and Australia/New Zealand.
The US-domiciled facilities are guaranteed by all direct and
indirect subsidiaries of New Exide.  The foreign-domiciled
facilities are guaranteed by all direct and indirect subsidiaries
of New Exide, including foreign subsidiaries, subject to certain
exceptions including the subsidiaries in Asia and Australia/New
Zealand.  A sharing requirement is also in place which require
lenders to purchase and sell their interests in the outstanding
loans and unpaid drawings so that each lender shall share pro
rata in all outstanding loans and unpaid drawings of each
borrower under each tranche in the event of a bankruptcy event of
default, the termination by the lenders of the commitments under
the multi-currency revolving credit facility, any acceleration of
the loans, or the failure by any Borrower to repay any amounts
due under any tranche of loans at final stated maturity.

The Caa1 rating of Exide's proposed unguaranteed senior
unsecured notes reflects their effective subordination to the
guaranteed senior secured obligations under the credit agreement,
and potentially to second-liens on certain collateral that are
likely to be pledged on behalf of the PBGC to support about $50
million of deferred pension contributions.  Moody's notes that in
contrast the provisions for the senior secured credit agreement,
none of Exide's domestic subsidiaries is expected to initially
guarantee the notes since none of these subsidiaries currently
has significant assets or operations. Should conditions change,
provisions will exist for certain domestic subsidiaries to
provide guarantees in the future.  Upon closing the proposed
senior unsecured notes will be pari passu with Exide's trade
payables.

Future events that have the potential to lower Exide's
outlook or ratings include an inability fully cover cash interest
from operations or realize leverage reduction within the time
frame estimated; declining margins due to rising commodity
prices, poor cost absorption, ineffective restructuring efforts,
or other factors; lost customers or market share; poor working
capital management; insufficient liquidity, a material
acquisition; larger-than-expected environmental liabilities;
and/or unfavorable negotiations regarding deferral of certain
pension contributions.

Future favorable rating events could include the
introduction of new battery technologies that enhance net new
business prospects, improved working capital management,
achievement of actual debt reductions, realization of substantial
net proceeds from non-core assets sales applied against
outstanding debt; and/or realization of meaningful cash savings
following implementation of the company's restructuring programs.

Pro forma for the proposed $350 million senior notes
offering and the proposed application of net proceeds, Exide's
EBIT coverage of interest fell considerably below 1.0x, and is
not expected to reach that minimal target until the fiscal year
ending March 2006.  Pro forma total debt/EBITDAR leverage was
approximately 5.0x including only on-balance sheet obligations,
and about 5.9x after treating the present value of operating
leases, accounts receivable securitization usage, letters of
credit and certain other contingencies as debt. Management's base
case covenant plan presents that this all-in ratio will improve
to 5.0x or better for the fiscal year ending March 2006. Moody's
calculation of EBIT and EBITDA did not include amounts in other
income.

Exide, headquartered in Lawrenceville, New Jersey, is one of the
largest global manufacturers of lead acid batteries, with net
sales approximating $2.65 billion.  The company manufactures and
supplies lead acid batteries for transportation and industrial
applications worldwide.


EYE CARE CENTERS: Finalizes $450 Million Sale by Moulin Int'l.
--------------------------------------------------------------
Eye Care Centers of America, Inc., finalized a $450 million sale
transaction with its largest investor, Thomas H. Lee Partners, in
its acquisition by Moulin International Holdings Limited and
Golden Gate Capital, on March 1, 2005.

                          About Moulin

Moulin International Holdings Limited -- http://www.moulin.com.hk/
-- is engaged in the design, manufacture, distribution and retail
of quality eyewear products to customers worldwide.  The Group
consists of a comprehensive global distribution network operating
in over seventy countries worldwide, driven by major market
subsidiaries in Europe, the United States and the Asia Pacific
region.  Moulin is the largest eyewear manufacturer in Asia and
the third largest worldwide, with production volumes exceeding
fifteen million frames per year.  Moulin is headquartered in Hong
Kong and is one of the constituent stocks on the Hang Seng HK
SmallCap Index and Hang Seng Consumer Goods Index under the Hang
Seng Composite Index.

                     About Golden Gate Capital

Golden Gate Capital is a San Francisco-based private equity
investment firm with approximately $2.5 billion of capital under
management. Golden Gate is dedicated to partnering with world
class management teams to invest in change-intensive, growth
businesses. They target investments of up to $100 million in
situations where there is a demonstrable opportunity to
significantly enhance a company's value. The principals of Golden
Gate Capital have a long and successful history of investing with
management partners across a wide rage of industries and
transaction types, including leveraged buyouts, recapitalizations,
corporate divestitures and spinoffs, build-ups and venture stage
investing.

               About Thomas H. Lee Partners, L.P.

Thomas H. Lee Partners, L.P., is a Boston-based private equity
firm focused on identifying and acquiring substantial ownership
positions in growth companies.  Founded in 1974, Thomas H. Lee
Partners currently manages approximately $12 billion of committed
capital, including its most recent fund, the $6.1 billion Thomas
H. Lee Equity Fund V. In addition to Eye Care Centers of America,
notable transactions sponsored by the firm include: Simmons
Company, Michael Foods, ProSiebenSat.1, American Media, AXIS
Capital Holdings Limited, Houghton Mifflin, TransWestern
Publishing, National Waterworks, Endurance Specialty Insurance,
Vertis, Cott Corporation, United Industries, Rayovac, Fisher
Scientific International, Experian, GNC and Snapple Beverage.

              About Eye Care Centers of America, Inc.

With 378 stores in 33 states, Eye Care Centers of America, Inc. is
the second largest retail optical chain in the U.S. The company's
brand names include EyeMasters, Binyon's, Visionworks, Hour Eyes,
Dr. Bizer's VisionWorld, Dr. Bizer's ValueVision, Doctor's
ValuVision, Stein Optical, Vision World, Doctor's VisionWorks, and
Eye DRx. Founded in 1984, the company is headquartered in San
Antonio, Texas.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Standard & Poor's Ratings Services affirmed its ratings on Eye
Care Centers of America, Inc., including the 'B' corporate credit
rating. All ratings were removed from CreditWatch, where they
were placed with developing implications on Dec. 7, 2004. The
outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating to Eye Care Centers' proposed $190 million secured credit
facility. A recovery rating of '3' also was assigned to the loan,
indicating that lenders can expect a meaningful recovery of
principal (50%-80%) in the event of a default.

In addition, a 'CCC+' rating was assigned to Eye Care's proposed
$150 million subordinated note issuance.

Proceeds from the credit facility and subordinated notes, along
with $163 million in equity contribution, will be used to fund the
buyout of Eye Care Centers by Moulin International and Golden Gate
Capital. Moulin International (unrated), a Hong Kong based
optical frames manufacturer and distributor, will own a
controlling equity interest in the company. Pro forma for the
transaction, Eye Care will have about $315 million in funded debt.

"Ratings on the San Antonio-based specialty optical retail chain
reflect Eye Care Centers' participation in the increasingly
competitive and promotional optical retail industry, its small
size relative to key competitors, and high debt leverage," said
Standard & Poor's credit analyst Ana Lai.

As reported in the Troubled Company Reporter on Dec. 10, 2004,
Moody's Investors Service has placed the ratings of Eye Care
Center of America on review direction uncertain following the
recent announcement that the company has signed a sale agreement
to a consortium comprised of Golden Gate Capital and affiliates of
Moulin International Holdings Limited.

These ratings of Eye Care Center were placed on review direction
uncertain:

   * Senior implied rating of B2;

   * $25 million secured revolving credit facility maturing 12/06
     of B2;

   * $55 million secured Term A loan facility amortizing through
     12/05 of B2;

   * $62 million secured Term B loan facility amortizing through
     11/07 at B2;

   * Long-term senior unsecured issuer rating of B3;

   * $100 million 9.125% senior subordinated notes due 2008 of
     Caa1;

   * $29.7 million 9.125% senior subordinated discount notes due
     2008 of Caa1.


FAIRFAX FINANCIAL: Fitch Assigns B+ Rating on Senior Debt
---------------------------------------------------------
Fitch Ratings published a detailed report today on Fairfax
Financial Holdings Limited.  Currently, Fairfax's 'B+' senior debt
rating, as well as the ratings of its insurance affiliates is
under review with negative implications.

The report is available on the free portion of Fitch's web site
http://www.fitchratings.com/and can be located under 'Financial
Institutions,' 'Insurance,' and 'Research Highlights.'

Fitch plans to consider Fairfax's Rating Watch after a review of
Fairfax's detailed annual financial disclosures.  Fitch remains
concerned with the level and quality of public disclosures by the
company, particularly in light of the complexity resulting from
the significant volume of intercompany transactions.  Fitch will
consider withdrawing the ratings if it is determined that the
company's year-end 2004 disclosures do not allow for a reasonable
assessment of the level or direction of Fairfax's
creditworthiness.

Excerpt from the report summary:

'Fairfax Financial Holdings Limited's 'B+' senior debt rating and
Negative Rating Watch status reflects Fitch's view that the
company's long-term credit fundamentals remain challenged.
Financial and reinsurance leverage is high.  Core operating
earnings are weak and realized gains have been the primary
earnings source in recent years.  The company's ability to service
subsidiary and holding company obligations has been reliant on
sources other than organic earnings and likely will continue to
be.  Based on Fairfax's competitive position in the U.S. market,
Fitch believes it is more vulnerable to commercial lines price
softening and a shifting preference to higher rated insurers than
peers.

The ratings also consider the company's continued liquidity
challenges.  These have subsided in recent quarters but only due
to substantial funds generated via capital market activity, the
realization of material investment gains, and a restructuring of
its debt.  Furthermore, Fitch believes that a number of management
actions, while providing short-term benefits, have further limited
future financial flexibility.  The very need to take these actions
is a reflection of the challenges management faces in maintaining
organizational viability.

These include:

  i) the transfer of a support agreement related to a run-off
     operation's obligation from Fairfax and to a partially owned
     subsidiary;

ii) changes in the structure of the organization's letters of
     credit, which Fitch believes may provide inferior claims-
     paying capacity and raises concerns regarding the potential
     for 'double pledging' of the assets securing the facility;

iii) the extensive utilization of internal and external income
     smoothing/capital enhancing financial reinsurance, which has
     negatively affected investment income; and

     sales of minority stakes in profitable operating segments,
     which has decreased available operating cash flow.

Fitch believes that Fairfax will continue to be seriously
challenged over the near to mid term.  The key to its future
success and viability is the return of meaningful and reliable
parental dividend flow from its operating subsidiaries in the form
of core earnings.  Investment gains and repeated access to the
capital markets is likely not a viable long-term alternative.
However, weak fundamentals and legacy issues represent
considerable hurdles at the operating level.

Therefore, despite Fairfax's recent replenishment of holding
company cash via the sale of subordinated common stock, Fitch
would not be surprised by any of these:

      i) another major restructuring;

     ii) further asset sales over the near to intermediate term;
         segregation or consolidation of the runoff operations;
         and

    iii) the unwinding of intercompany transactions between run-
         off and ongoing entities.'

Fitch's ratings of Fairfax are based primarily on public
information.

These have a Negative Rating Watch by Fitch:

   Fairfax Financial Holdings Limited

          -- No action on long-term issuer 'B+';
          -- No action on senior debt 'B+'.

   Crum & Forster Holdings Corp.

          -- No action on senior debt 'B'.

   TIG Holdings, Inc.

     -- No action on senior debt 'B';
     -- No action on trust preferred 'CCC+'.

The members of the Fairfax Primary Insurance Group:

     Crum & Forster Insurance Co.
     Crum & Forster Underwriters of Ohio
     Crum & Forster Indemnity Co.
     Industrial County Mutual Insurance Co.
     The North River Insurance Co.
     United States Fire Insurance Co.

   Zenith Insurance Co. (Canada)

     -- No action on insurer financial strength 'BBB-'.

The members of the Odyssey Re Group:

     Odyssey America Reinsurance Corp.

     Odyssey Reinsurance Corp.

     -- No action on insurer financial strength 'BBB+'.

Members of the Northbridge Financial Insurance Group:

     Commonwealth Insurance Co.
     Commonwealth Insurance Co. of America
     Federated Insurance Co. of Canada
     Lombard General Insurance Co. of Canada
     Lombard Insurance Co.

   Markel Insurance Co. of Canada

     -- No action on insurer financial strength 'BBB-'.

The members of the TIG Insurance Group:

     Fairmont Insurance Company
     TIG American Specialty Insurance Company
     TIG Indemnity Company
     TIG Insurance Company
     TIG Insurance Company of Colorado
     TIG Insurance Company of New York
     TIG Insurance Company of Texas
     TIG Insurance Corporation of America
     TIG Lloyds Insurance Company

   TIG Specialty Insurance Company

     -- No action on insurer financial strength 'BB+';

     Ranger Insurance Co.

     -- No action on insurer financial strength 'BBB-'.


FC CBO: Moody's Junks Three Note Classes After Review
-----------------------------------------------------
Moody's Investors Service has taken the rating actions on the
Notes issued by FC CBO IV Limited:

   1) U.S. $273,000,000 Class A Floating Rate Notes due 2012,
      previously rated Aa3 on watch for possible downgrade, have
      been confirmed at Aa3 and removed from the watchlist;

   2) U.S. $21,400,000 Class B-1 Subordinate Fixed Rate Notes due
      2012, and the U.S. $28,000,000 Class B-2 Subordinate
      Floating Rate Notes due 2012, each previously rated B1 on
      watch for possible downgrade, have been downgraded to Caa1
      and removed from the watchlist; and

   3) U.S. $8,000,000 Class C Subordinate Fixed Rate Notes due
      2012, previously rated Caa3 on watch for possible downgrade,
      have been downgraded to C and removed from the watchlist.

According to Moody's, its rating action on the mezzanine and
junior notes resulted primarily from significant deterioration in
the collateral pool, while the rating confirmation of the Class A
notes reflects the stabilizing and positive effects of structural
amortization of this class.  According to the recent monthly
report dated January 20, 2005 and distributed by the trustee, the
deal is failing its Class B and Class C Overcollateralization and
Interest Coverage Tests as well as the Moody's Diversity and
Rating Factor tests.

Rating Action: Downgrade

  -- Issuer: FC CBO IV Limited

  -- Class Description: U.S. $273,000,000 Class A Floating Rate
     Notes due 2012

     * Prior Rating: Aa3 on watch for possible downgrade

     * Current Rating: Aa3

  -- Class Description: U.S. $21,400,000 Class B-1 Subordinate
     Fixed Rate Notes due 2012

     * Prior Rating: B1 on watch for possible downgrade

     * Current Rating: Caa1

  -- Class Description: U.S. $28,000,000 Class B-2 Subordinate
     Floating Rate Notes due 2012

     * Prior Rating: B1 on watch for possible downgrade

     * Current Rating: Caa1

  -- Class Description: U.S. $8,000,000 Class C Subordinate Fixed
     Rate Notes due 2012

     * Prior Rating: Caa3 on watch for possible downgrade

     * Current Rating: C


FIBERMARK INC: Plan Confirmation Hearing Continued to March 7
-------------------------------------------------------------
A hearing to consider confirmation of the Plan of Reorganization
for FiberMark, Inc., (OTC Bulletin Board: FMKIQ) has been
adjourned and continued until Monday, March 7.  This continuance,
FiberMark says, is to provide the three largest bondholders a
final opportunity to resolve their remaining differences.

As outlined in its Plan of Reorganization, FiberMark expects to
emerge from chapter 11 as a private company.  When the Plan
becomes effective, current bondholders and holders of general
unsecured claims will receive a distribution in accordance with
the terms of the Plan.  Its currently existing common stock will
be cancelled.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463). Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
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 $329,600,000 in
total assets and $405,700,000 in total debts.


FIRACHA CONSTRUCTION: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Firacha Construction Inc.
        7003 West Avon Avenue
        Oak Lawn, Illinois 60453

Bankruptcy Case No.: 05-07002

Type of Business: The Debtor is engage in real estate development
                  and management.

Chapter 11 Petition Date: March 1, 2005

Court:  Northern District of Illinois (Chicago)

Judge:  Jack B. Schmetterer

Debtor's Counsel: Thomas W. Lynch, Esq.
                  Thomas W. Lynch & Associates PC
                  9231 South Roberts Road
                  Hickory Hills, Illinois 60457
                  Tel: (708) 598-5999
                  Fax: (708) 598-6299

Total Assets: $2,253,000

Total Debts:    $581,127

Debtor's Largest Unsecured Creditor:

    Entity                                Claim Amount
    ------                                ------------
Bricklayers & Allied Craftworkers              $10,000
1950 West 43rd Street, Suite 2BAC
Chicago, Illinois 60609


FIRST VIRTUAL: RADVISION Buys All Assets for $7.15 Million in Cash
------------------------------------------------------------------
RADVISION Ltd. (Nasdaq: RVSN) has agreed to acquire substantially
all the operating assets, intellectual property and customer
contracts of First Virtual Communications, Inc., and its wholly
owned subsidiary CUseeMe Networks, Inc., for approximately
$7.15 million in cash.

Following a competitive bidding process concluded Feb. 28, 2005,
under the supervision of the United States Bankruptcy Court for
the Northern District of California in FVC's Chapter 11
reorganization, FVC selected the offer from RADVISION as the best
offer for FVC's assets.  The transaction, which has been approved
by the Boards of Directors of both companies as well as the
Official Committee of Unsecured Creditors appointed in First
Virtual's chapter 11 case, is subject to the approval of the
Bankruptcy Court at a hearing scheduled for March 11, 2005.  The
transaction is expected to close on March 15, 2005.

"We believe that the visual communications market is poised for
significant growth as it expands out of the meeting room and onto
the employee desktop and into the home," said Gadi Tamari, CEO of
RADVISION.  "RADVISION has taken a market leading role in making
this vision a reality and this acquisition supports our efforts in
providing new technology and customer solutions.  FVC has been a
pioneer in the software desktop space - delivering an award-
winning software-based solution to enterprises and
government/military users around the world - and we are confident
that the combination of the two companies' technologies and
expertise will move the visual communications market forward."

"We feel that this sale of FVC assets to RADVISION is truly in the
best interests of all of our constituents including our creditors,
customers and employees," said FVC CEO Jonathan Morgan.
"Consummation of the transaction will allow FVC to retire all of
its outstanding secured indebtedness, will enable FVC to
compensate employees who contributed to this process, and
hopefully yield a material dividend to unsecured creditors.  We
are committed to working with RADVISION to provide our customers,
who depend on FVC for their mission-critical communications, with
a smooth transition through the consummation of the transaction."
FVC will continue normal operations through the completion of the
proposed sale.

The assets of First Virtual Communication and its wholly owned
subsidiary CUseeMe Networks, Inc., include contracts and
technologies related to providing integrated real-time voice,
video, and Web collaboration/communication solutions to
enterprises, service providers, and portals.  FVC's flagship
product, Click to Meet(TM), provides a distributed software-based
rich media communications platform and downloadable Web browser-
based communications software client that transparently passes
through firewalls - making it ideal for consumer, video call
centers, and extranet applications.  Click to Meet also features
tight integration with commonly used enterprise desktop
applications and network solutions including Microsoft Outlook,
Microsoft Active Directory, Microsoft Office Live Communications
Server 2005, IBM Lotus Instant Messaging, and IBM Domino
directory.

This acquisition complements RADVISION's existing desktop products
and strategy, overseen by Killko Caballero, RADVISION's Senior
Vice President of Enterprise Strategy.  Mr. Caballero has a long
and deep history with FVC, where he was the Company's president
and CEO.  He came to FVC when it acquired CUseeMe where he was the
Chief Technology Officer and later the Chairman, CEO and
President.  At both companies Mr. Caballero played a leading role
in formulating and addressing the enterprise market's
communications needs by defining and delivering powerful, industry
breakthrough solutions for desktop multimedia conferencing and
collaboration.

"FVC has been providing solutions to the desktop market for well
over seven years and, through this acquisition, RADVISION is in a
position to leverage their substantial market penetration and
significant installed base of desktop conferencing users -
including the U.S. Department of Defense through its DISA (Defense
Information Systems Agency) certification," said Mr. Caballero.
"We are committed to working closely with FVC customers and
partners to continue delivering a powerful multimedia
communications experience."

As reported in the Troubled Company Reporter on Feb. 21, 2005, an
investment partnership led by Millennium Technology Value
Partners, L.P., a New York-based private equity fund, and the
Company's other secured lenders made a proposal for substantially
all of the Company's assets through a credit-bid of $5.2 million,
$250,000 in cash and assumption of costs payable at closing,
pursuant to an asset purchase agreement executed on Feb. 12, 2005.

                         About RADVISION

RADVISION Ltd. (Nasdaq: RVSN) -- http://www.radvision.com/-- is
the industry's leading provider of high quality, scalable and
easy-to-use products and technologies for videoconferencing, video
telephony, and the development of converged voice, video and data
over IP and 3G networks.

Headquartered in Redwood City, California, First Virtual
Communications, Inc. -- http://www.fvc.com/-- delivers integrated
software technologies for rich media web conferencing and
collaboration solutions.  The Company and its affiliate -- CUseeMe
Networks, Inc. -- filed for chapter 11 protection on Jan. 20, 2005
(Bankr. N.D. Calif. Case No. 05-30145).  Kurt E. Ramlo, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $7,485,867 in total assets and
$13,567,985 in total debts.


FREMONT HOME: Moody's Puts Ba2 Rating on $11.893M Class M10 Certs.
------------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued in Fremont Home Loan Trust 2004-D
transaction, and ratings ranging from Aa1 to Ba2 to the mezzanine
certificates in the deal.

The securitization is backed by 3,706 subprime, first lien
mortgage loans, of which 87.49% are adjustable-rate and 12.51% are
fixed-rate, originated by Fremont Investment & Loan.  The ratings
are based primarily on the credit quality of the loans and on the
protection from subordination, overcollateralization, and excess
spread.

Fremont will act as servicer for the loans in this transaction.

The complete rating actions are:

-- Issuer: Fremont Home Loan Trust 2004-D

   Securities: Mortgage-Backed Certificates, Series 2004-D

   * 1-A-1 $179,394,000 Aaa
   * 1-A-2 $44,849,000 Aaa
   * 2-A $221,475,000 Aaa
   * 3-A-1 $56,511,000 Aaa
   * 3-A-2 $112,411,000 Aaa
   * 3-A-3 $13,371,000 Aaa
   * M1 $38,373,000 Aa1
   * M2 $25,371,000 Aa2
   * M3 $15,461,000 Aa3
   * M4 $13,478,000 A1
   * M5 $13,875,000 A2
   * M6 $11,496,000 A3
   * M7 $10,704,000 Baa1
   * M8 $7,928,000 Baa2
   * M9 $7,928,000 Baa3
   * M10 $11,893,000 Ba2


G-STAR: Fitch Affirms BB- Rating on $7,659,366 Class D Notes
------------------------------------------------------------
Fitch Ratings upgrades two classes and affirms six classes of
notes issued by G-Star 2002-2 Ltd., and are effective immediately.

Fitch upgrades these classes:

    -- $14,000,000 class BFL notes to 'A' from 'A-';
    -- $15,000,000 class BFX notes to 'A' from 'A-'.

Fitch affirms these classes:

    -- $114,528,048 class A-1MMa notes at 'AAA/F1+';
    -- $95,440,040 class A-1MMb notes at 'AAA/F1+';
    -- $97,348,840 class A-2 notes at 'AAA';
    -- $21,951,209 class A-3 notes at 'AAA';
    -- $10,844,669 class C notes at 'BBB';
    -- $7,659,366 class D notes at 'BB-'.

This class is withdrawn:

    -- Combination security 'BBB-'.

G-Star is a static pool collateralized debt obligation - CDO --
managed by GMAC Institutional Advisors which closed Nov. 20, 2002.
GMAC is rated 'CAM1' by Fitch for managing structured finance
CDOs. G-Star is composed of approximately 8% residential mortgage
backed securities --- RMBS, 46% commercial mortgage backed
securities -- CMBS, 3% consumer asset backed securities -- ABS,
30% REITs, and 11% CDOs.  Included in this review, Fitch conducted
cash flow modeling utilizing various default timing and interest
rate scenarios to measure the breakeven default rates going
forward relative to the minimum cumulative default rates required
for the rated liabilities.

Since the last review, the collateral has continued to improve.
The weighted average rating factor - WARF -- has decreased to 10.8
('BBB') from 12.8 ('BBB').  The overcollateralization - OC -- on
the classes A, B, and C ratios have increased to 124.6%, 106.9,
and 103.7%, respectively, as of the most recent trustee report
(dated Jan. 18, 2005) from 123.8%, 106.6, and 103.4% as of Nov. 1,
2003.  In addition, 14 bonds have been upgraded since closing
compared with only one bond being downgraded.

In addition, on the Dec. 20, 2004, payment date, the holders of
all the combination note securities exercised their right to
exchange the combination notes for their proportionate share of
the component securities.  The noteholders received proportionate
amounts of class BFX notes, class C notes, and class D shares
certificates which comprised the combination notes.  As a result
of this action the combination notes are no longer outstanding,
and Fitch has withdrawn the 'BBB-' rating.

The rating on the class A notes addresses the timely payment of
interest and principal, while the rating on the classes B and C
notes addresses the ultimate payment of interest and principal.
The rating on the class D preference shares addresses the ultimate
receipt of the initial class D share rated balance.

As a result of this analysis, Fitch has determined that the
original ratings assigned to the class BFL and class BFX notes no
longer reflect the current risk to noteholders.  This can be
observed by the improvement in the credit enhancement of the rated
notes and by improvement in the quality of the collateral pool.

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


GARDEN RIDGE: Disclosure Statement Hearing Set for Mar. 29
----------------------------------------------------------
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Delaware will convene a hearing at 11:30 a.m., on
March 29, 2005, to consider the adequacy of the Disclosure
Statement filed by Garden Ridge Corporation and its debtor-
affiliates to explain their Joint Plan of Reorganization.

The Debtors filed their Disclosure Statement and Joint Plan on
Feb. 9, 2005.

The Plan provides for the substantive consolidation of the
Debtors, so that on or after the Effective Date, all assets and
liabilities of Garden Holdings Inc., Garden Ridge Corp., Garden
Ridge Investments, Inc., Garden Ridge Finance Corp., and Garden
Ridge Management, Inc., will be merged into and with the assets of
Garden Ridge L.P.

On the Effective Date, Reorganized Garden Holdings will issue the
Preferred Shares and New Common Stock.  On or before the Effective
Date, Three Cities will invest $25 million in Garden Ridge
Holdings, which will issue the New Common Stock to Three Cities
pursuant to the Stock Purchase Agreement.

The Plan contemplates:

   a) payment in full, on or after the Effective Date, of the
      Unimpaired Claims of Administrative Claims, Priority Tax
      Claims, DIP Financing Claims, Other Priority Claims, and
      Other Secured Claims;

   b) a Cash payment to each holder of Allowed Convenience Claims
      in an amount equal to those claims' Pro Rata distribution of
      $800,000;

   c) issuance of the New Allied Note and New Allied Security
      Interests to the holders of Allied Secured Claims;

   d) distribution to holders of Allowed General Unsecured
      Creditors of Preferred Shares;

   e) a Cash payment to each holder of Allowed Opt-In
      Reclamation Claims in an amount equal to those holders' Pro
      Rata distribution of $200,000;

   f) holders of Equity Interests in each of the Debtors will
      retain their interests; and

   g) holders of Garden Holdings Claims will receive no
      distributions under the Plan.

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

     http://www.researcharchives.com/bin/download?id=050302021552

          -- and --

     http://www.researcharchives.com/bin/download?id=050302023013

Objections to the Disclosure Statement, if any, must be filed and
served by March 16, 2005.

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
debts and assets of over $100 million.


GARDEN RIDGE: Has Until April 1 to Make Lease-Related Decisions
---------------------------------------------------------------
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Delaware extended, until April 1, 2005, the period
within which Garden Ridge Corporation and its debtor-affiliates
can elect to assume, assume and assign, or reject for their
unexpired non-residential real property leases.

The Debtors tell Judge Kornreich that they are parties to 34
unexpired nonresidential leases consisting of store locations and
distribution centers.  The Debtors relate that they have entered
into Lease Amendment Agreements with the landlords of 24 of the
remaining leases subject to the Court's approval.

The Debtors explain to the Court that they have employed Huntly,
Mullaney & Spargo, LLC, as their special real estate consultants
to assist them in evaluating the remaining unexpired leases and in
negotiations for forging the Lease Agreements with the landlords
of those leases.

But due to factors beyond the Debtors' control, specifically the
response times of the landlords and other third parties, and the
labor-intensive negotiation process connected with the remaining
leases, there are still some Lease Agreements that are in the
process of being negotiated and completed.

The Debtors assure Judge Kornreich that extension of the Sec.
365(d)(4) deadline will give them additional time in working
diligently with Huntly Mullaney in finishing the negotiations of
the Lease Agreements with the landlords of the remaining leases.
The Debtors add that the extension will not prejudice the
landlords and they are current on all postpetition rent
obligations under the leases.

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
debts and assets of over $100 million.


GLASS GROUP INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Glass Group, Inc.
        1101 Wheaton Avenue, North Wing
        Millville, New Jersey 08332

Bankruptcy Case No.: 05-10532

Type of Business: The Debtor is a molded glass container and
                  specialty products manufacturer with plants in
                  New Jersey and Missouri.  Its products include
                  cosmetic bottles, pharmaceutical vials,
                  specialty jars, and coated containers.
                  See http://www.theglassgroup.com/

Chapter 11 Petition Date: February 28, 2005

Court:  District of Delaware

Judge:  Peter J. Walsh

Debtor's Counsel: Derek C. Abbott, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 North Market Street
                  PO Box 1347
                  Wilmington, Delaware 19899
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989

Debtor's
Investment
Banker:           SSG Capital Advisors, L.P.

Debtor's
Financial
Adviser:          Focus Management Group, USA, Inc.

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
South Jersey Gas              Utility Provider        $1,348,892
PO Box 6000
Hammonton, NJ 08037-6000
Attn: Edward J. Graham
Tel: (800) 377-8222

OMCO Mould, Inc.              Trade Debt                $710,681
One OMCO Square
Winchester, IN 47394
Tel: (765) 584-4000

Conectiv Power Delivery       Utility Provider          $657,276
PO Box 4875
Trenton, NJ 08650
Tel: (800) 642-3780

Caraustar and Quality         Trade Debt                $652,543
Partition Manufacturing
1401 West Eilerman Avenue
Litchfield, IL 62056
Tel: (217) 324-6591

Vesuvius                      Trade Debt                $647,770
5866 Collections Center Drive
Chicago, IL 60693
Tel: (412) 843-8300

North American Refractories   Trade Debt                $548,482
Company
East Gate Commerce Center
Cincinnati, OH 45245
Tel: (513) 947-8400

Ameren UE                     Utility                   $528,120
PO Box 66301
Saint Louis, MO 63166
Tel: (314) 342-1111
Fax: (314) 206-0485

Marchem                       Trade Debt                $386,678
855 Oak Hill Road
Mountain Top, PA 18707
Tel: (570) 474-7770

Reliant Energy                Utility Provider          $377,958
PO Box 25225
Lehigh Valley, PA 18002-5225

Metra Verre                   Trade Debt                $327,428
ZI Rue des Etangs BP 34
76340 Blangy-sur-Bresle
France
Tel: 33 (0)23 297-5100
Fax: 33 (0)23 297-5138

Flatiron Capital Corporation  Insurance Premium         $300,669
950 17th Street, Suite 1300   Financing
Denver, CO 80202
Tel: (314) 991-7462

CenterPoint Energy            Utility Provider          $220,976
PO Box 201484
Houston, TX 77216-1484
Tel: (314) 991-7462

FMC Wyoming Corporation       Trade Debt                $202,366
Westvaco Road
Green River, WY 82935
Tel: (307) 875-2580
Fax: (307) 872-2308

Boxes, Inc.                   Trade Debt                $186,155
1833 Knox Street
St. Louis, MO 63179-0100

U.S. Borax                    Trade Debt                $164,666
Pittsburgh, PA 15251-6427

Transcorp, Inc.               Transportation            $138,499
606 Sixth Street              Broker
Niagara Falls, NY 14301

Air Liquide Industrial U.S.   Trade Debt                $133,733
Philadelphia, PA 19178-4385

Franklin Bronze & Alloy       Trade Debt                $125,852
Company
655 Grant Street
Franklin, PA 16323

Emhart Glass SA               Trade Debt                $117,591
405 East Peach Street
PO Box 580
Owensville, MO 65066

Unimin                        Trade Debt                $109,331
258 Elm Street
New Canaan, CT 06840


GLATFELTER CO: S&P Downgrades Ratings to BB+ After Reassessment
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on York,
Pennsylvania-based paper producer, P.H. Glatfelter Co., to 'BB+'
from 'BBB'.  The outlook is stable.

"The downgrade reflects our reassessment of the company's business
profile to below average and expected modest free cash flow," said
Standard & Poor's credit analyst Dominick D'Ascoli.  Although
Glatfelter's financial performance is beginning to improve as the
paper industry recovers, the lengthy cyclical downturn has brought
to light its greater exposure to market dynamics than Standard &
Poor's previously thought, given the company's niche focus and
value-added products.

The reassessment reflects the company's position as a midsize
player in an increasingly competitive and oversupplied market that
continues to experience high raw-material and energy costs.
Although Glatfelter's debt leverage is modest, with debt of
$187 million and debt to capital of 31% at Dec. 31, 2004,
profitability and cash flows are not expected to reach levels
supportive of an investment-grade rating.

The ratings reflect Glatfelter's position as a moderate-sized
paper producer in a competitive and cyclical industry with modest
free cash flows.  The ratings also factor in a value-added niche
product mix and moderate financial policies.

Glatfelter produces coated and uncoated freesheet and lightweight
paper at its mills in the U.S., Germany, and France. The majority
of sales are to niche markets and comprise of products that
require technical sophistication.  However, a sizable (over 40%)
amount of sales are from less value-added products such as book
publishing and envelope papers.


GP CAPITAL: S&P Upgrades Rating on Class G Certificates to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes from GP Capital Funding Corp.'s commercial mortgage
pass-through certificates from series 2003-A.  Concurrently, the
rating on the remaining class is affirmed.

The raised and affirmed ratings primarily reflect increased
subordination levels since issuance.

As of Feb. 22, 2005, the trust collateral consisted of 19 loans
with an aggregate outstanding principal balance of $100.4 million,
down from 139 loans amounting to $142.6 million at issuance.  All
of these loans are floating-rate (and all but one are based on the
prime rate), recourse to the borrower, and provide no lockout
provisions.  The master servicer, BNY Asset Solutions LLC,
provided financial data for the trailing 12-month period (TTM)
ending Sept. 30, 2004, for 88.3% of the pool.  For the balance of
the pool, financial data for the nine-month period ending June 30,
2004, was used.  Based on this information, Standard & Poor's
calculated a weighted-average net operating income (NOI) debt
service coverage (DSC) of 1.74x, up from 1.48x at issuance.

The top 10 loans have an aggregate outstanding balance of
$82.1 million (81.8%) and a weighted average DSC of 1.65x, up from
1.46x at issuance.  The DSC was calculated using September 2004
TTM data for all but the third-largest loan, which only reported
data for the nine-month period ending June 30, 2004.  As part of
its surveillance review, Standard & Poor's reviewed recent
property inspections provided by BNY for the top 10 loans. All of
the properties were characterized as "excellent" or "good."  None
of the top 10 loans are delinquent or in special servicing, but
three have DSCs less than 1.10x and another three are due to
mature by June 2006.

The most recent remittance report indicates that two loans, with
an aggregate outstanding balance of $4.6 million, are delinquent
in their debt service payments.  The larger of these two loans was
reported to be on BNY's watchlist but has subsequently been
transferred to the special servicer, also BNY.  This loan has an
outstanding balance of $3.3 million and is secured by a 44,000-
sq.-ft. office property located Fort Worth, Texas.  The loan,
which is due to mature March 14, 2005, is 60-plus days delinquent
in its debt service payments.  The borrower indicated that it
plans to pay off the loan in full by maturity, but has not yet
produced a refinancing commitment letter.  The smaller loan that
is delinquent is not in special servicing and is secured by a
16,000-sq.-ft. retail property in Oakland, California, and has an
outstanding balance of $1.3 million.

BNY's watchlist consists of two loans, inclusive of the
aforementioned delinquent loan that has been transferred to the
special servicer.  The remaining loan is secured by a
508,000-sq.-ft. mall in Massena, N.Y., and has an outstanding
balance of $3.5 million.  This loan reported a TTM Sept. 2004 DSC
of 0.99x and four anchor tenants have upcoming lease expirations.
The master servicer has informed Standard & Poor's that three of
these tenants have renewed their leases.  The loan is due to
mature March 23, 2005, but the borrower has requested a maturity
extension that the master servicer is reviewing.

The trust collateral is concentrated in seven states and New York
(40.6%), California (23.7%), and New Jersey (21.4%) amount to more
than 85.7% of the trust's exposure. Retail (36.6%) and lodging
(24.3%) assets account for more than 60.9% of the property
concentration.

Standard & Poor's stressed the delinquent loans, loans on the
watchlist, and other loans with credit issues in its analysis.
The resulting credit enhancement levels adequately support the
raised and affirmed ratings.

                         Ratings Raised

                    GP Capital Funding Corp.
      Commercial Mortgage Pass-Through Certs. Series 2003-A

                     Rating
           Class    To    From     Credit Enhancement
           -----    --    ----     ------------------
           B        AAA   AA                    66.0%
           C        AA+   A                     50.5%
           D        AA-   BBB                   40.7%
           E        A-    BBB-                  37.9%
           F        BBB+  BB                    32.5%
           G        BB    B                     26.8%

                        Rating Affirmed

                    GP Capital Funding Corp.
      Commercial Mortgage Pass-Through Certs. Series 2003-A

              Class    Rating    Credit Enhancement
              -----    ------    ------------------
              A        AAA                   78.6%


GREIF INC: Declares Quarterly Cash Dividends on Common Shares
-------------------------------------------------------------
The Board of Directors of Greif, Inc., (NYSE: GEF; GEF.B) declared
quarterly cash dividends of $0.16 per share of Class A Common
Stock and $0.23 per share of Class B Common Stock.

The dividends are payable on April 1, 2005, to shareholders of
record at the close of business on March 18, 2005.

                        About the Company

Greif, Inc. -- http://www.greif.co/-- is a world leader in
industrial packaging products and services.  The Company provides
extensive expertise in steel, plastic, fibre, corrugated and
multiwall containers for a wide range of industries.  Greif also
produces containerboard and manages timber properties in the
United States.  Greif is strategically positioned in more than 40
countries to serve multinational as well as regional customers.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services raised its corporate credit and
senior secured ratings on Greif, Inc., to 'BB+' from 'BB' and its
subordinated debt rating to 'BB-' from 'B+'.  At Oct. 31, 2004,
the Delaware, Ohio-based manufacturer of industrial packaging
products had approximately $523 million in total debt outstanding,
including receivable securitizations and the present value of
operating leases.  The outlook is stable.

"The upgrade reflects Greif's improved financial profile and our
expectations of continued strengthening of the business profile as
several lean initiatives gain momentum," said Standard & Poor's
credit analyst Joel Levington.  "The rating action also
incorporates management's more moderate financial policies."


GSR MORTGAGE: Fitch Puts Low-B Ratings on 2 Mortgage Certificates
-----------------------------------------------------------------
Fitch rates GSR Mortgage Loan Trust series 2005-2F residential
mortgage pass-through certificates:

    -- $291 million classes 1A-1 through 1A-6, 2A-1 through 2A-3,
       3A-1, 3A-2, A-P and A-X certificates (senior certificates)
       'AAA';

    -- $5.4 million class B1 certificates 'AA';

    -- $1.9 million class B-2 certificates 'A';

    -- $1.2 million class B-3 certificates 'BBB';

    -- $754,000 class B-4 certificates 'BB';

    -- $603,000 class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by:

        * the 1.80% class B-1,
        * the 0.65% class B-2,
        * the 0.40% class B-3,
        * the 0.25% privately offered class B-4 and
        * the 0.20% privately offered class B-5, and
        * the 0.20% privately offered class B-6 (not rated by
          Fitch).

Classes B-1, B-2, B-3, B-4 and B-5 are rated 'AA', 'A', 'BBB',
'BB' and 'B' based on their respective subordination only.

The ratings also reflect the quality of the underlying collateral,
the strength of the legal and financial structures, and the master
servicing capabilities of Chase Manhattan Mortgage Corporation
(rated 'RMS1-' by Fitch Ratings).

The mortgage loan pool is divided into three sub-groups which are
cross-collateralized and pay interest and/or principal to
respective classes of senior certificates.  The subordinate
certificates are also cross-collateralized and will receive
interest and principal from available funds collected in the
aggregate from the mortgage pool.

As of the cut-off date (Feb. 1, 2005) the mortgage pool consists
of fixed-rate mortgage loans, which have 30-year amortization
terms, with an approximate balance of $301,655,635.  The mortgage
loans were originated by:

        * ABN AMRO Mortgage Group, Inc. (0.5%),
        * Bank of America (0.8%),
        * Chase Home Financial LLC (0.2%),
        * CitiMortgage (0.6%),
        * Countrywide Home Loans (28.5%),
        * Fifth Third Mortgage Company (1.0%),
        * IndyMac Bank, FSB (40.8%),
        * KeyBank National Association (0.5%),
        * National City Mortgage Co. (1.7%), and
        * PHH Mortgage Corporation (25.3%).

The mortgage pool has an average unpaid principal balance of
$463,373 and a weighted average FICO score of 735.  The weighted
average amortized current loan-to-value - CLTV -- ratio is 71.1%.
Rate/Term and cashout refinances represent 29.04% and 15.14%,
respectively, of the mortgage loans.  The states that represent
the largest geographic concentration of mortgaged properties are:

        * California (46.29%),
        * New York (7.84%),
        * New Jersey (6.7%), and
        * Florida (4.6%).

All other states comprise fewer than 4% of properties in the pool.

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.'

GS Mortgage Securities Corp. purchased the mortgage loans from
each seller and deposited the loans in the trust, which issued the
certificates, representing undivided and beneficial ownership in
the trust.  For federal income tax purposes, the securities
administrator will cause multiple REMIC elections to be made for
the trust.  JPMorgan Chase Bank, N.A., will serve as the Master
Servicer.  JPMorgan Chase Bank, N.A., will act as Securities
Administrator and Wachovia Bank, N.A, will serve as the trustee.


HAWAII COMMUNITY: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hawaii Community Loan Fund
        677 Ala Moana Boulevard, Suite 702
        Honolulu, Hawaii 96813

Bankruptcy Case No.: 05-00411

Type of Business: The Debtor is a Community Development Financial
                  Institution that provides capital to businesses,
                  nonprofit organizations and projects that create
                  jobs, build wealth, and improve the quality of
                  life for disadvantaged communities and people.
                  See http://www.hclf.org/

Chapter 11 Petition Date: February 23, 2005

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: James A. Wagner, Esq.
                  Wagner Choi & Evers
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: 808-533-1877
                  Fax: 808-566-6900

Total Assets: $1,773,713

Total Debts:  $2,208,759

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of Hawaii                Loan                    $1,208,165
P.O. Box 2900
Honolulu, HI 96846

American Savings Bank         Loan                      $500,000
P.O. Box 2300
Honolulu, HI 96804

CDFI                          Loan                      $500,000
601 13th Street, NW, #200
South Washington, DC 20005

American Pacific Insurance    TDI Insurance                 $594
Co.


HEALTHESSENTIALS: Files for Chapter 11 Protection in Kentucky
-------------------------------------------------------------
HealthEssentials Solutions, Inc., a/k/a HealthEssentials, Inc.,
and eight of its subsidiaries, filed for chapter 11 protection in
the United States Bankruptcy Court for the Western District of
Kentucky, on March 1, 2005.  As of Feb. 28, 2005, the Debtors owe
$3.96 million under its term loan and $8.54 million under its
revolving loans.

The filing came after the Company failed to complete an initial
public offering of approximately $50 million, which was expected
to yield proceeds of approximately $10 million, that would be used
to fund its operating costs and offset any adverse effects caused
by the aggressive growth of its two separate business segments:

      (a) the residential provider service segment -- the NPP
          Business; and

      (b) the home health and hospice services segment -- the Home
          Health and Hospice Business.

The Debtors anticipated the IPO would occur on or about Nov. 10-
18, 2004.  Before the IPO was completed, federal agents executed a
search warrant at the Debtors' Louisville, Kentucky, offices for
evidence of fraud.  As a result of the investigation, the Debtors
formally withdrew their IPO filings with the Securities and
Exchange Commission.

Between December 2004 and February 2005, the Debtors undertook
workforce reductions eliminating 340 positions in their NPP
business.  In January 2005, the Debtors determined that they are
unable to continue funding their operations and pay their
attendants wages and malpractice insurance premiums for both its
business segments through their existing credit facility.

                           DIP Financing

Heathcare Business Credit Corporation has agreed to provide the
Debtors with postpetition financing.  HBCC and the Debtors are
still negotiating on the amount of the loan.  The DIP financing,
subject to Bankruptcy Court approval, will provide the Debtors
sufficient liquidity to operate their business during bankruptcy,
and will provide the Debtors with financial protection while they
formulate their plan of reorganization.

                          Financing Terms

The Debtors will have access to two separate revolving credit
facilities applicable to the wind down of their nurse practitioner
business and the operation and sale of their home health business.

To protect the interest of HBCC, the Debtors propose to provide an
administrative expense claim with priority over any and all
administrative expense claims, pursuant to section 364(c)(1) of
the Bankruptcy Code.

Headquartered in Louisville, Kentucky, HealthEssentials Solutions,
Inc. -- http://www.healthessentialsinc.com/-- provides primary
care services to elderly patients.  The Company, along with eight
subsidiaries, filed for chapter 11 protection on March 1, 2005
(Bankr. W.D. Ky. Case No. 05-31218 through 05-31226).  Douglas L.
Lutz, Esq., and Ronald E. Gold, Esq., at Frost Brown Todd LLC,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$35,384,953 in total assets and $40,785,376 in total debts.


HEALTHESSENTIALS: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: HealthEssentials Solutions, Inc.
             aka HealthEssentials, Inc.
             9510 Ormsby Station Road, Suite 101
             Louisville, Kentucky 40223

Bankruptcy Case No.: 05-31218

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Physicians House Call, Inc.                05-31219
      Best Choice Home Care Naples, LLC          05-31220
      MAJJ Enterprises, LLC                      05-31221
      Specialized Home Health Services of        05-31222
        Central Florida
      Premier Laboratory Services, Inc.          05-31223
      NPPA of America, Inc.                      05-31224
      NPPA National, LLC                         05-31225
      HealthEssentials Home Care, LLC            05-31226

Type of Business: The Debtor provides primary care services to
                  elderly patients.
                  See http://www.healthessentialsinc.com/

Chapter 11 Petition Date: March 1, 2005

Court: Western District of Kentucky (Louisville)

Judge: Joan L. Cooper

Debtors' Counsel: Douglas L. Lutz, Esq.
                  Ronald E. Gold, Esq.
                  Frost Brown Todd LLC
                  2500 PNC Center
                  201 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: 513-651-6800
                  Fax: 513-651-6981

Financial Condition as of December 31, 2004:

      Total Assets: $35,384,953

      Total Debts:  $40,785,376

Debtors' Consolidated List of 40 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Dechert LLP                                $662,688
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103

Roche Diagnostics Corp.                    $121,869
9115 Hague Road, Bldg. A
Indianapolis, IN 46250

Laboratory Corp. of America                 $92,987
P.O. Box 12140
Burlington, NC 27216

Vital Works Inc.                            $90,265

RR Donnelley Receivables, Inc.              $90,182

Buetow, LeMastus & Dick                     $59,755

Northwestern Mutual Life                    $54,124

DHL Express (USA) Inc.                      $52,679

Ernst & Young LLP                           $51,000

CDW Direct, LLC                             $50,974

Kinko's Inc.                                $49,985

ZirMed.com                                  $44,621

Labsco                                      $44,359

Gulf South Medical Supply                   $38,897

Blue Cross Blue Shield of FL                $37,179

The Plaza at Hurstbourne LLC                $32,008
c/o Icon Properties, LLC

Physician Sales & Service Inc.              $31,370

Office Depot                                $30,450

United Parcel Service                       $28,393

Hardy Communications & Cabling              $26,816

Staples Business Advantage                  $22,504

Concorde Staff Source                       $21,500

Ajilon Finance                              $20,502

Pegasus                                     $20,453

NetGain Technologies                        $18,585

Melvin Lightford, MD                        $17,500

Brown-Noltemeyer                            $16,781

Sprint Conferencing Service                 $16,690

ChoicePoint Services Inc.                   $16,634

Duplicator Sales & Service Inc.             $16,182

Caligor                                     $15,831

Delta Dental                                $14,829

Davis & Davis, P.C.                         $14,536

Healthcare Intelligence                     $14,445

Meta Medical Services PA                    $14,300

Aflac                                       $13,866

Miragee Corporation                         $13,600

Crum Staffing, Inc.                         $12,333

RiverSoft, Inc.                             $11,948

Nextel Communications                       $11,103


HEALTH NET: S&P Slices Rating on $400M Senior Unsec. Notes to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Health Net, Inc., (NYSE:HNT) to 'BB' from 'BB+' and
removed it from CreditWatch.

Standard & Poor's also lowered its debt rating on the company's
$400 million, 9.875% unsecured senior notes to 'BB' from 'BB+ and
removed it from CreditWatch.

In addition, Standard & Poor's lowered its counterparty credit and
financial strength ratings on Health Net's various operating
subsidiaries and removed them from CreditWatch.

The outlook on all these companies is stable.

"These rating actions are based on our belief that the additional
charges Health Net booked in the fourth quarter of 2004 have
further impaired its earnings quality, capital adequacy, and
liquidity at the holding-company level," said Standard & Poor's
credit analyst Joseph Marinucci.  "The rating action also reflects
Standard & Poor's belief that Health Net's market profile has been
-- and continues to be -- stressed by its diminished competitive
standing relative to peers and that Health Net's financial
performance could be constrained by these pressures in 2005."

Factors in support of the revised ratings include Health Net's
relatively conservative holding-company metrics and its
established core market operations in California.  Standard &
Poor's considers the Government Contracts Division to be
significantly beneficial to the enterprise because it produces
meaningful earnings and cash-flow diversity for the consolidated
enterprise.

Furthermore, Health Net has conducted a comprehensive evaluation
of its finances and internal controls that will likely serve to
mitigate any further material impairments related to underwriting
and contracting issues.

The stable outlook reflects Standard & Poor's expectation that
Health Net will have more predictable underwriting performance
over the near to intermediate term.  If Health Net meets Standard
& Poor's earnings expectations, debt leverage and interest
coverage would be conservative for the present rating assignment.
However, if Health Net materially underperforms relative to
Standard & Poor's 2005 expectations, the outlook or ratings could
be revised downward again.


HERITAGE NETWORKS: Heritage Media Completes Management Buyout
-------------------------------------------------------------
Heritage Media Group -- HMG -- has completed the buyout and
restructuring of the entity formerly known as The Heritage
Networks.  This deal ushers in a new era for the well-known
entertainment industry company.  Newly-renamed HMG has taken the
best of the former Heritage Networks and added new executive
leadership, financial backing, corporate mission and operating
structure.

HMG is led by media entrepreneur, investment banker and CEO
Charles "Chas" Walker, along with Matt Cooperstein, President of
HMG Media Distribution; Lynne McDaniel, General Manager and SVP,
HMG Entertainment; and the HMG management team who began the
turnaround and restructuring of the previous Heritage Networks in
January, 2004.  This work led to the filing of a prepackaged
Chapter 11 with the support of creditors, and culminated in the
approval of the company's plan of reorganization on Dec. 22, 2004.

The buyout by HMG was financed by New Orleans-based First Bank and
Trust, a high-performance community bank and leader in the
development of the "Hollywood South" economic strategy implemented
by Louisiana Governor Kathleen Babineaux Blanco and New Orleans
Mayor Ray Nagin.  HMG was introduced to FBT Investments by media
financier and investor Peter V. Miller.  Mr. Miller will continue
to be involved in the company's planned capital financing and
development programs, serving as a company Director.  Given
Louisiana's attractive tax credit and financing enhancements and
HMG's relationships with Miller and CEO of FBT Investments Leonard
Alsfeld, the company is poised to become a leading player in the
arenas of urban-driven television and film production
opportunities.

"This exciting development for HMG represents the first step in
the creation of a multi-faceted urban media company, and we are
eternally grateful and offer heartfelt thanks to our television
station affiliates, studio and strategic partners and
advertising/agency partners who stood by us," said Chas Walker,
CEO, Heritage Media Group.  "The closing of this transaction is a
tribute to all the hard work from the dedicated professionals at
HMG, including CFO Al Baker, General Counsel Willow Sanchez, Chief
Restructuring Officer Kevin Wiley, bankruptcy attorneys Rosa
Orenstein and her team, former chairman Comer Cottrell, our
creditors and their advisors, our strategic partners, our
investors and financial partners -- in particular First Bank and
Trust. Urban entertainment is a major profit component of the
entertainment industry marketplace at-large and HMG will benefit
from expanding distribution of our content via wireless, cable,
home video, broadband and internationally."

"We consider ourselves a community bank," said Ashton Ryan,
President and CEO, First Bank and Trust.  "With the community
philosophy of First Bank and Trust, we saw the perfect opportunity
to marry the natural urban talent germane to New Orleans with the
great entrepreneurial spirit of Chas Walker and HMG's business
plan. This combination is positioned to grow HMG into a major
player in the state of Louisiana."

"We are excited to have HMG join us here in Hollywood South," said
New Orleans Mayor C. Ray Nagin.  "We are proud to welcome this
African-American owned company, which adds another piece to the
development of our creative economy."

"HMG provides producers, artists, directors and entertainment
entrepreneurs a turnkey solution to produce compelling urban
content here in Louisiana," said Don Hutchinson, Economic
Development Director of New Orleans.  "With the support of FBT,
the State, the City and its strategic partners, HMG can become a
dominant player in entertainment production and distribution. We
are pleased to be a part of this exciting vision."

HMG currently co-produces, with VIBE magazine, "Weekend VIBE," a
weekly one-hour magazine-style television series that focuses on
the world of urban entertainment and hip-hop music.  In addition,
the company will continue to syndicate the Heritage Classic and
Prime movie packages.  HMG also recently announced new programming
offerings at NATPE 2005, including "HIP HOP HOLD 'EM," a hip new
weekly television show that will deliver the most exciting poker
entertainment experience on television today, and "That's Hot," a
gear and gadgets smorgasbord for consumers and advertisers alike.

HMG Media Sales is located in New York City, with HMG
Entertainment and Production offices in New Orleans and HMG Media
Distribution in Los Angeles.

                            About HMG

Heritage Media Group is a leading creator, producer and
distributor of entertainment content and marketing programs for
the growing audience of multi-racial consumers who embrace urban
entertainment. HMG currently produces "Weekend VIBE," the weekly
syndicated entertainment show based on VIBE Magazine, the leading
entertainment magazine for the urban marketplace. As well, HMG is
syndicating a number of classic and top urban-themed films. HMG
has offices in New York, Los Angeles and New Orleans.

Headquartered in New York, New York, Heritage Networks is a
television sales, distribution, and marketing company that
concentrates on ethnically diverse programming, such as the
sitcoms Moesha and The Parkers.  The Company filed for chapter 11
protection on March 31, 2004 (Bankr. N.D. Tex. Case No. 04-33505).
Craig C. Gant, Esq., represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts and assets between $1 million
to $10 million.  The Court confirmed the Debtors' second amended
chapter 11 plan on Dec. 22, 2004.


HOLLY ENERGY: Completes $120 Million Alon USA Acquisition
---------------------------------------------------------
Holly Energy Partners, L.P. (NYSE: HEP) has closed its previously
announced acquisition of over 500 miles of light products
pipelines, an associated tank farm and two light product terminals
from Alon USA and certain of its affiliates for $120 million in
cash and 937,500 HEP Class B Subordinated Units.

The $120 million cash portion of the acquisition consideration was
financed with proceeds from Holly Energy's previously announced
private offering of $150 million 6.25% senior notes due 2015 that
also closed on Feb. 28.  The balance of the proceeds from the
notes offering was used to repay outstanding indebtedness under
Holly Energy's revolving credit agreement.  The Class B Units will
convert into an equal number of HEP common units in five years
subject to certain conditions.

This release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein.
The securities offered have not been registered under the
Securities Act of 1933 or any state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.  The
securities were offered only to qualified institutional buyers
under Rule 144A and to persons outside the United States under
Regulation S.

ALON USA -- http://www.alonusa.com/-- a fully-integrated refining
and marketing enterprise operating in the Southwest, is a
subsidiary of ALON Israel Oil Co. Ltd.  ALON Israel purchased
ATOFINA Petrochemicals Inc.'s downstream business, including its
domestic fuels marketing business, pipelines, terminals and Big
Spring, Texas refinery.  Headquartered in Dallas, ALON USA
controls the marketing rights to FINA gasoline throughout the
Southwest.

                        About the Company

Holly Energy Partners, L.P., headquartered in Dallas, Texas,
provides refined petroleum product transportation and terminal
services to the petroleum industry, including Holly Corporation,
which owns a 48% interest in the Partnership subsequent to this
transaction.  The Partnership owns and operates refined product
pipelines and terminals primarily in Texas, New Mexico, Oklahoma,
Arizona, Washington, Idaho and Utah. In addition, the Partnership
owns a 70% interest in Rio Grande Pipeline Company, a transporter
of LPGs from West Texas to Northern Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 11, 2005,
Moody's assigned first-time public ratings for Holly Energy
Partners, L.P., a Ba3 senior implied rating, a Ba3 rating for a
pending $150 million of 10-year senior unsecured notes, and an
SGL-3 liquidity rating.

Holly Energy is a public master limited partnership that operates
an integrated system of refined petroleum product pipelines and
distribution terminals formerly owned by unrated Holly
Corporation.  The system operates primarily in West Texas, New
Mexico, Utah, and Arizona.  Holly Corp. indirectly holds 51% of
Holly Energy's equity, consisting of 49% of Holly Energy's limited
partnership units plus Holly Energy's 2% general partner interest.

The rating outlook is stable.


INGLES MARKETS: S&P Downgrades Ratings to BB- After Review
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Asheville, North Carolina-based Ingles Markets, Inc., to 'BB-'
from 'BB' and removed it from CreditWatch with negative
implications, where it was placed on Dec. 7, 2004.

"This action reflects our expectation that credit measures will be
more characteristic of a 'BB-' rating level over the next year,
despite improvements the company has achieved over the past year,"
said Standard & Poor's credit analyst Stella Kapur.  The outlook
is stable.

Credit measures for Ingles remain weak, with lease-adjusted debt
to EBITDA of 4.6x and EBITDA interest coverage of 2.4x at its 2004
fiscal year end.  While the company achieved good same-store sales
results in 2004 (up 6.7%), this followed several years of flat
comps, which made for easier comparisons.  In 2005, the company
will be going against tough comparisons and we expect the pace of
credit-measure improvements significantly will slow.
Additionally, given limited free operating cash flow levels
available to reduce debt, ratios are not anticipated to improve
significantly from current levels.

It now appears that financial restatements following the informal
SEC inquiry related to the accounting for vendor allowances will
not be material.  The restatements resulted in an increase in
earnings of $0.7 million for fiscal 2004 through the third
quarter, a slight increase in earnings of $24,000 in fiscal 2003,
and a reduction in earnings of $2.2 million in 2002.  Cumulatively
through the beginning of fiscal 2003, the decrease to retained
earnings of the company resulting from the restatements totaled
approximately $7.0 million.  In addition, there was no cash-flow
impact from the restatements.  The 10Q for its first quarter ended
Dec. 25, 2004, is expected to be filed in March 2005.


INTERSTATE BAKERIES: Brandes Investment Discloses 7% Equity Stake
-----------------------------------------------------------------
Brandes Investment Partners, L.P., informed the Securities and
Exchange Commission on February 14, 2005, that it may be deemed
to beneficially own 3,189,430 shares of Interstate Bakeries
Corporation Common Stock:

                                     No. of Shares   Percentage
                                     Beneficially    Outstanding
    Reporting Person                 Owned           of Shares
    ----------------                 -------------   -----------
    Brandes Investment Partners, L.P.    3,189,430        7%
    Brandes Investment Partners, Inc.    3,189,430        7%
    Brandes Worldwide Holdings, L.P.     3,189,430        7%
    Charles H. Brandes                   3,189,430        7%
    Glenn R. Carlson                     3,189,430        7%
    Jeffrey A. Busby                     3,189,430        7%

Each Reporting Person disclaims any direct ownership of the
shares, except for an amount that is substantially less than one
per cent number of the reported shares.

There are 45,383,839 shares of 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)


JUNCTION LIMESTONE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Junction Limestone, Inc.
        215 East Highway 50
        Bedford, Indiana 47421

Bankruptcy Case No.: 05-90635

Type of Business: The Debtor is a truck dealer.

Chapter 11 Petition Date: February 28, 2005

Court: Southern District of Indiana (New Albany)

Judge: Basil H. Lorch

Debtor's Counsel: Michael W. Hile, Esq.
                  Katz & Korin PC
                  334 North Senate Avenue
                  Indianapolis, IN 46204
                  Tel: 317-464-1100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Mullis Petroleum                            $50,883
P.O. Box 517
Bedford, IN 47421

Keach & Grove Agency                        $44,337
P.O. Box 98
Bedford, IN 47421

Warex, Inc.                                 $41,247
2750 N. Burkhardt Road, Ste. 105
Evansville, IN 47501

Greene County Treasurer                     $35,564

Data Trucking                               $26,943

CPI Supply                                   $8,475

Triple S Tire                                $8,350

William K. Hanna Trucking                    $4,898

Hazemag                                      $4,655

A Performance Trucking                       $3,881

Blackwell Construction, Inc.                 $3,336

Illiana Truck Parts                          $3,250

Purchase Power                               $2,847

The Power Train Company                      $2,522

Varel International, Inc.                    $2,430

Royer & Gifford, CPA's                       $1,932

Case Credit                                  $1,808

Bedford Ford Lincoln Mercury                 $1,353

Jenkins Motor Shop                           $1,348

Henderson & Henderson                        $1,320


KING PHARMACEUTICALS: S&P Puts BB Rating on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
on specialty pharmaceutical maker King Pharmaceuticals, Inc., to
negative from developing implications.

King Pharmaceuticals had been on CreditWatch developing since
Dec. 14, 2004, due to increased uncertainty following the
announcement that the company would be acquired by Mylan
Laboratories.  Prior to that, the ratings placed on CreditWatch
positive, following the announcement that the company would be
acquired by Mylan Laboratories for about $4 billion in Mylan
stock.

"The latest outlook revision is in response to the announcement
that Mylan will not complete its acquisition of King
Pharmaceuticals," said Standard & Poor's credit analyst Arthur
Wong.

Bristol, Tennessee-based King Pharmaceuticals is facing several
business challenges and uncertainties.  The company is
aggressively working to reduce excess wholesaler inventory of its
key products.  Sales of Altace have also slowed, and the company
faces potential generic competition to Skelaxin in 2005.  King
Pharmaceuticals already faces generic competition to Levoxyl,
another key product.  The company has recently restated prior
financials due to inadequate product return reserves.

Standard & Poor's plans to discuss with management its strategy to
restore growth to the company before resolving the CreditWatch.


LAS VEGAS SANDS: Elects Irwin Chafetz to Board of Directors
-----------------------------------------------------------
Las Vegas Sands Corp. (NYSE: LVS) disclosed the election of Irwin
Chafetz to its Board of Directors.

Mr. Chafetz is a past president and a director of Interface Group-
Massachusetts, Inc., a company that owns and operates GWV
International, New England's largest charter tour operator.  Mr.
Chafetz is also a past vice president and director of Interface
Group-Nevada, which owned and operated the Sands Hotel and Casino,
Sands Expo and Convention Center and Comdex, which at its peak was
the world's largest trade show with a presence in more than 20
countries.

"Irwin Chafetz will make an outstanding addition to the Las Vegas
Sands Corp. Board of Directors," said Chairman and Chief Executive
Officer Sheldon G. Adelson.  "In addition to a long and successful
career in the travel, hospitality and trade show business, Mr.
Chafetz is very familiar with the company's business model and our
operating philosophy."

Mr. Chafetz has served on the Boards of many charitable and civic
organizations and is a member of the Dean's Advisory Council at
Boston University School of Management and the Board of Trustees
at Suffolk University.  Mr. Chafetz graduated with a bachelor's
degree from Boston University.

                        About the Company

Las Vegas Sands Corp. -- http://www.lasvegassands.com/-- is a
hotel, gaming, resort and exhibition/convention company
headquartered in Las Vegas, Nevada.  The Company owns The Venetian
Resort Hotel Casino and the Sands Expo and Convention Center,
where it hosts exhibitions and conventions, in Las Vegas and the
Sands Macao in the People's Republic of China Special
Administrative Region of Macao.  The Company also is developing
additional casino hotel resort properties in Macao, including the
Macao Venetian Casino Resort.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 03, 2005,
Moody's Investors Service assigned a B2 rating to Las Vegas Sands
Corp.'s (NYSE:LVS) proposed $250 million senior unsecured notes
due 2015.  Moody's also assigned a B1 senior implied rating, B3
long-term issuer rating, positive ratings outlook, and SGL-3
speculative grade liquidity rating.

Las Vegas Sands Corp. is a holding company that owns 100% of Las
Vegas Sands, Inc.  Las Vegas Sands Corp. completed an initial
public offering of its common stock in December 2004.

Moody's also assigned a B1 rating to Las Vegas Sands, Inc.'s and
Venetian Casino Resorts, LLC's (the Restricted Group) proposed
$400 million senior secured term loan B add-on and $275 million
senior secured revolving credit facility availability add-on.
Existing Restricted Group ratings were confirmed.

Once the transaction closes, the Restricted Group's B1 senior
implied, B3 long-term issuer, and speculative grade liquidity
ratings will be withdrawn.  Although these ratings will be located
at the highest rated entity, once the new transactions close,
Moody's ratings and analysis will continue to reflect the credit
profile and financing structure of the Restricted Group.

The ratings reflect the Restricted Group's continued operating and
financial improvements, favorable outlook for the Las Vegas Strip,
successful expansion efforts to date, and good risk/reward profile
of the $1.6 billion Palazzo Casino Resort (Phase II) development
which should further enhance the competitive position and overall
asset quality of the Company.  The ratings also reflect the
popularity and quality of Venetian's casino property and the
position of Las Vegas as one of the largest entertainment markets
and trade show destinations in the U.S.

The positive outlook considers the recent redemption of almost
$300 million of the Restricted Group's 11% second priority
mortgage notes due 2011, using the proceeds of the recent initial
public offering, as well as the lower financing costs that will
likely result from the proposed transactions.  The proposed
transactions are designed to replace the remaining $844 million of
11% second priority mortgage notes due 2011 with lower cost debt.

The positive outlook also incorporates Moody's expectation that
the Company's Macau casino development will be self-financing and,
as a result, will not absorb Restricted Group cash flow.  The
positive rating outlook does not anticipate a major acquisition
and significant expansion activity by the Restricted Group other
than those currently being pursued.

A ratings upgrade is possible within the next 12-18 month period
to the extent operating results continue to improve and Restricted
Group debt/EBITDA, including holding company debt guaranteed by
the Restricted Group, approaches a range of between 4.0 to 4.5
times (x).  Restricted Group debt/EBITDA at the end of fiscal year
2004 was about 5.4x.

The SGL-3 reflects the Restricted Group's considerable reliance on
its bank facility over the next 12-18 months.  Proceeds from the
proposed bank facility and entire senior unsecured note offering
will be used to repurchase or redeem the Restricted Group's
outstanding 11% mortgage notes due 2011 and pay financing fees and
expenses.

The bank facility will also be used to finance a portion of the
design, development and pre-opening costs of the Palazzo Casino
Resort that is currently scheduled to open in the first quarter of
2007.  In addition to using debt to finance a portion of the
Palazzo project, the Company also has available to it a portion of
the proceeds from the May 2004 sale of the Grand Canal Shoppes
that raised $766 million in gross proceeds.

The upsized senior secured bank facility will be comprised of a
$400 million 5-year senior secured revolver, a $1.065 billion
6-year senior secured tranche B funded term loan, and a $105
million senior secured delayed draw tranche B term loan.

Although the new senior unsecured notes will be issued by Las
Vegas Sands Corp., a holding company outside of the Restricted
Group structure, they will be jointly and severally guaranteed on
senior unsecured basis by the same existing and future domestic
subsidiaries that guarantee the Restricted Group's senior secured
bank debt.  The Restricted Group's upsized bank agreement will
include a provision that allows the Restricted Group to make debt
service payments towards Las Vegas Sands Corp.'s new senior
unsecured notes without being limited by a restricted payments
covenant.

The new ratings assigned to Las Vegas Sands Corp. are:

   * $250 million senior unsecured notes due 2015 -- B2;

   *  Senior implied rating -- B1;

   * Long-term issuer rating -- B3;

   * Speculative grade liquidity rating -- SGL-3; and

   * Positive rating outlook.

The new ratings assigned to the Restricted Group:

   * $400 million senior secured term loan B due 2011 add-on --
     B1; and

   * $275 million senior secured revolving credit facility due
     2010 add-on -- B1.

The existing ratings for the Restricted Group confirmed are:

   * $105 million senior secured delayed draw term loan B due
     2011, at B1;

   * $125 million senior secured revolver due 2009, at B1; and

   * $665 million senior secured term B loan due 2011, at B1;

The existing ratings for the Restricted Group were confirmed, and
will be withdrawn once the new senior unsecured notes and upsized
bank facility become effective:

   * Senior implied rating, at B1;

   * Long-term issuer rating, at B3;

   * Speculative grade liquidity rating, at SGL-3;

   * $115 million senior secured delayed draw term loan A due
     2009, at B1; and

   * $844 million 11% second priority mortgage notes due 2010, at
     B2.


LEVI STRAUSS: S&P Rates Proposed $550M Senior Unsec. Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
apparel marketer and distributor Levi Strauss & Co.'s proposed
$550 million senior unsecured notes with various maturities (to be
determined).  Proceeds from the notes will be used to refinance
the company's 11.625% notes due 2008.  The above rating is subject
to Standard & Poor's review of the final documentation.

At the same time, Standard & Poor's raised its ratings on the San
Francisco, California-based company, including its long-term
corporate credit rating, to 'B-' from 'CCC'.  The ratings were
removed from CreditWatch, where they were placed on Feb. 8, 2005.
The outlook is stable.  Levi Strauss had about $2.3 billion in
debt outstanding at Nov. 28, 2004.

"The upgrade reflects the company's improved operating
performance, enhanced liquidity profile, and our expectation that
these trends will continue," said Standard & Poor's credit analyst
Susan Ding.  "During the past year, Levi's has realigned and
restructured its business organization and positioned the company
for continued operating efficiencies.  For the fiscal year ended
Nov. 28, 2004, Levi's reported much improved margins and cash
flows due to its restructuring efforts, product rationalization,
better dilution management, and lower sourcing costs as the
company migrates to outsourcing most of its production needs."


LIBERTY GROUP: Inks New $280 Million Bank Loan with Wells Fargo
---------------------------------------------------------------
Liberty Group Publishing, Inc.'s wholly owned subsidiary, Liberty
Group Operating, Inc., entered into a Credit Agreement with a
syndicate of financial institutions led by Wells Fargo Bank,
National Association, with U.S. Bank National Association as
syndication agent, CIT Lending Services Corporation as
documentation agent and Wells Fargo as administrative agent.
The New Credit Facility provides for a $280 million principal
amount Term Loan B that matures in February 2012 and a revolving
credit facility with a $50 million aggregate commitment amount
available, including a $10 million sub- facility for letters of
credit, that matures in February 2011.

On Feb. 28, 2005, Operating initially borrowed $4 million
principal amount of revolving credit loans and $100 million
principal amount of the Term Loan B.  A portion of the net
proceeds were used to repay in full the existing credit facility
and to terminate the obligations of Operating, Publishing and
Publishing's other subsidiaries thereunder.

Additionally, on the date hereof, Publishing irrevocably called
for redemption all of its outstanding 11 5/8% Senior Discount
Debentures due 2009, with the Senior Discount Debentures to be
redeemed on March 30, 2005.  Interest on the Senior Discount
Debentures will cease to accrue after March 30, 2005, and the only
remaining rights of the holders of the Senior Discount Debentures
will be to receive payment of the redemption price thereon.  The
redemption price consists of 101.938% of the $19,800,000 aggregate
principal amount thereof, plus accrued and unpaid interest to
March 30, 2005 (collectively, $20,560,955.25).  The initial draw
down under the New Credit Facility included an amount sufficient
to pay the redemption price for the Senior Discount Debentures.

Publishing also irrevocably called for redemption all of its
outstanding shares of Series A 14-3/4% Senior Redeemable
Exchangeable Cumulative Preferred Stock, with the Series A Senior
Preferred Stock to be redeemed on March 15, 2005.  Dividends on
the Series A Senior Preferred Stock will cease to accumulate after
March 15, 2005, and the only remaining rights of the holders of
the Series A Senior Preferred Stock will be to receive payment of
the redemption price thereon.  The redemption price consists of
100% of the liquidation preference per share, plus accumulated and
unpaid dividends per share to March 15, 2005 (collectively,
$11,484,274).  The initial draw down under the New Credit Facility
included an amount sufficient to pay the redemption price for the
Series A Senior Preferred Stock.

Furthermore, on the date hereof, Operating irrevocably called for
redemption all of its outstanding 9-3/8% Senior Subordinated
Notes, with the Senior Subordinated Notes to be redeemed on
March 30, 2005.  Interest on the Senior Subordinated Notes will
cease to accrue after March 30, 2005, and the only remaining
rights of the holders of the Senior Subordinated Notes will be to
receive payment of the redemption price thereon.  The redemption
price consists of 101.563% of the $180,000,000 aggregate principal
amount thereof, plus accrued and unpaid interest to March 30, 2005
(collectively, $185,579,025).  Operating intends to borrow
$180,000,000 under the New Credit Facility on March 30, 2005 in
connection with the redemption of the Senior Subordinated Notes,
and pay the remaining balance with cash on hand or from borrowings
under the revolving credit facility.

Prior to Publishing's calls for redemption of the Senior Discount
Debentures and Series A Preferred Stock, respectively, Publishing
entered into securities exchange agreements with affiliates of
Leonard Green & Partners L.P., pursuant to which Green Equity
exchanged all of the Senior Discount Debentures and Series A
Preferred Stock it owns for new securities of Publishing.

              About Liberty Group Publishing, Inc.

Liberty Group Publishing, Inc., headquartered in Northbrook,
Illinois, is a leading U.S. publisher of local newspapers and
related publications that are the dominant source of local news
and print advertising in their markets. Liberty Group Publishing
owns and operates 283 publications located in 15 states that reach
approximately 2.0 million people on a weekly basis. The majority
of the Company's paid daily newspapers have been published for
more than 100 years and are typically the only paid daily
newspapers of general circulation in their respective non-
metropolitan markets.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Moody's Investors Service has assigned a B2 rating to Liberty
Group Operating, Inc.'s proposed $330 million senior secured
credit facility.

The ratings assigned are:

   -- Liberty Group Operating, Inc.'s

      * $50 million senior secured revolving credit facility, due
        20011 -- B2

      * $280 million senior secured term loan B, due 2012 -- B2

      * Senior implied -- B2

      * Issuer rating -- B3

The ratings withdrawn are:

   -- Liberty Group Operating, Inc.'s

      * $135 million senior secured revolving credit facility, due
        2005 -- B1

      * $71 million senior secured term loan B, due 2007 -- B1

      * $180 million of 9 3/8% senior subordinated notes, due 2009
        -- Caa1

   -- Liberty Group Publishing Inc.'s

      * $86 million in 11 5/8% senior discount notes, due 2009 --
        Caa2

      * $110 million Series A 14 3/4% senior redeemable
        exchangeable cumulative preferred stock -- Ca

      * $123 million Series B 10% junior redeemable cumulative
        preferred stock - Ca

      * Senior implied -- B2

      * Issuer rating -- Caa2

The outlook remains stable.


MANITOWOC COMPANY: Names Mary Ellen Bowers as Corporate Officer
---------------------------------------------------------------
The Board of Directors of The Manitowoc Company, Inc. (NYSE: MTW)
named Mary Ellen Bowers a corporate officer of the company.  Ms.
Bowers was recently appointed executive vice president of
corporate development, where she has primary responsibility for
the development of Manitowoc's strategic business plans supporting
the company's long-term commitment to disciplined growth and its
EVA culture.

Prior to joining Manitowoc, Ms. Bowers was vice president and
general manager, Aerospace & Industrial Products of Alcoa, Inc., a
major producer of structural forgings for global aerospace and
industrial markets.  Ms. Bowers began her career at Alcoa in 1981
as an industrial engineer and served in a series of positions of
increasing responsibility, including director of Alcoa's global
business design function in which she was responsible for
strategic development and implementation of standard business
processes involving 350 locations in 40 countries.  Ms. Bowers
holds a bachelor's of science degree in industrial engineering
from the University of Wisconsin.

"Mary Ellen Bowers increases the depth of Manitowoc's long range
planning capability," said Terry D. Growcock, chairman and chief
executive officer.  "Her experience, which includes all phases of
strategic and business development, along with a demonstrated
capability to lead complex projects, will enable Manitowoc to
achieve its goal of continuous improvement and increasing
shareholder value," he added.

                        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.


MEDMIRA INC: Issuing Up to $1.6 Million of Convertible Debentures
-----------------------------------------------------------------
MedMira Inc., (TSX Venture: MIR, NASDAQ: MMIRF) the global market
leader in rapid flow-through diagnostic technology, intends to
issue and extend up to $1.6 million in convertible debentures.
Of this amount, up to $1 million will be for the extension of
existing convertible debentures that come due between Feb. 27,
2005, and March 31, 2005.  Also, the company will raise an
additional $600,000 from the issue of new debentures for general
corporate purposes.

Under the terms of the offer, the debentures will feature a 20%
interest rate for a one-year term from the date of issue and will
be convertible into common shares of MedMira Inc at $1.12 per
share at any time during the term.  These terms are subject to the
approval of the TSX Venture Exchange.

"We are pleased to offer an extension option to our existing
debenture holders and to raise new capital through the issue of
these debentures.  We have received notices from holders of
approximately $700,000 in debentures that they wish to extend
under the new terms", said Bill Gullage, chief financial officer
and corporate secretary of MedMira.  "The additional funds will
also help us to continue to move forward with our growth plans",
continued Gullage.

                        About the Company

MedMira Inc. -- http://www.medmira.com/-- is the leading global
manufacturer and marketer of in vitro flow- though rapid
diagnostic tests for the clinical laboratory market.  MedMira's
tests provide reliable, rapid diagnosis in just 3 minutes for the
detection of human antibodies in human serum, plasma or whole
blood for diseases such as HIV.  The United States FDA and the
SFDA in the People's Republic of China have approved MedMira's
Reveal(TM) G2 and MiraWell(TM) Rapid HIV Tests, respectively.

At July 31, 2004, MedMira's balance sheet showed a C$5,873,770
stockholders' deficit, compared to a C$2,186,516 deficit at
July 31, 2003.


MILLENNIUM ASSISTED: Taps Mehr LaFrance as Special Counsel
----------------------------------------------------------
Millennium Assisted Living Residence at Freehold, L.L.C., asks the
U.S. Bankruptcy Court for the District of New Jersey for
permission to retain Mehr, LaFrance and Basen as its special
counsel.

The Debtor needs Mehr LaFrance to file one or more real estate tax
appeals, and to work with an appraiser to obtain a reduction of
the most recent property tax assessment.

Mehr LaFrance will bill the Debtor for its professional services
at $250 per hour and hold a $1,500 retainer.

William Mehr, Esq., at Mehr LaFrance, assures the Court of his
Firm's "disinterestedness" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Freehold, New Jersey, Millenium Assisted Living
Residence at Freehold, LLC, filed for chapter 11 protection on
June 7, 2004 (Bankr. N.J. Case No. 04-29097). Larry Lesnik, Esq.,
and Sheryll S. Tahiri, Esq., at Ravin Greenberg PC, represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it estimated over $50 million in
debts and assets.


MORGAN STANLEY: Fitch Upgrades $21.2 Million Mortgage Cert. to BB+
------------------------------------------------------------------
Morgan Stanley Capital Inc.'s commercial mortgage pass-through
certificates, series 1996-WF1, are upgraded:

     -- $21.2 million class F to 'AA-' from 'A-';
     -- $21.2 million class G to 'BB+' from 'B+'.

In addition, Fitch affirms these classes:

     -- $27.4 million class A-3 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $36.3 million class B at 'AAA';
     -- $30.3 million class C at AAA';
     -- $33.3 million class D at 'AAA';
     -- $9.1 million class E at 'AAA'.

The $10.2 million class H certificates are not rated by Fitch.

The upgrades are a result of increased subordination levels due to
additional loan amortization and prepayments.  As of the February
2005 distribution date, the pool's aggregate collateral balance
has been reduced 68.8%, to $188.9 million from $605.4 million at
issuance.  To date, the pool has realized losses in the amount of
$7.9 million.  Currently, there are no delinquent or specially
serviced loans in the deal.


MORGAN STANLEY: Fitch Junks Three Mortgage Certificate Classes
--------------------------------------------------------------
Morgan Stanley Capital 1 Inc., commercial mortgage pass-through
certificates, series 1999-FNV1 are downgraded by Fitch Ratings:

   -- $6.3 million class L to 'CCC' from 'B-';
   -- $6.3 million class M to 'C' from 'CCC';
   -- $9.5 million class N to 'C' from 'CC'.

In addition, these classes are affirmed by Fitch:

   -- $44.3 million class A-1 at 'AAA';
   -- $339.9 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $33.2 million class B at 'AA';
   -- $26.9 million class C at 'A';
   -- $12.6 million class D at 'A-';
   -- $30 million class E at 'BBB';
   -- $14.2 million class F at 'BBB-';
   -- $20.5 million class G at 'BB+';
   -- $7.9 million class H at 'BB';
   -- $9.5 million class J at 'BB-';
   -- $7.9 million class K at 'B'.

Fitch does not rate the $5.7 million class O certificates.

The downgrades are due to increased expected losses associated
with some of the specially serviced loans.  As realized, losses on
the specially serviced loans will deplete classes M, N, and O,
thus negatively affecting credit enhancement levels.

As of the February 2005 distribution date, the pool's aggregate
certificate balance has been reduced 9.1% to $574.8 million from
$632.1 million at issuance.  In addition, interest shortfalls
resulting from appraisal reductions on some specially serviced
loans continue to affect classes L, M, N, and O.  Fitch is unable
to determine at this time when the interest shortfalls will be
repaid.

Currently, seven loans (7.9%) are in special servicing.  The
largest loan (3.1%) is secured by an office property located in
Quincy, Massachusetts and is real estate owned -- REO.  The
property has suffered declines in occupancy.  The most recent
appraisal value on the property indicates a significant loss upon
liquidation.

The second largest loan (1.5%) is a retail property located in
Sevierville, Tennessee currently 90+ days delinquent and in
bankruptcy.  The third largest loan (1.3%) was originally secured
by eight assisted-living facilities located in Alabama with four
of the eight facilities remaining.  The special servicer is
currently exploring listing the properties for sale through a
broker.


NORTH AMERICAN ENERGY: S&P's Low-B Ratings Still on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on construction
services provider North American Energy Partners, Inc., remain on
CreditWatch with negative implications following the company's
announcement that it will not file its quarterly financial
statements -- quarter ended Dec. 31, 2004.  The ratings will
remain on CreditWatch until the company is able to issue financial
statements and resolve its banking arrangements.

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on construction services provider North American
Energy Partners to 'B' from 'B+'. The secured bank facility rating
was lowered to 'B+' from 'BB-' and the senior unsecured rating to
'B-' from 'B'.  At the same time, the ratings were placed on
CreditWatch with negative implications.  The company announced
that it will need to restate its financial results for the past
two quarters, which will likely result in breaches to its
financial covenants under its secured credit facility.

"The filing delay was expected, but the company's liquidity
remains very weak.  Standard & Poor's believes the company will be
able to meet its normal operating requirements (payroll, payables)
in the next couple of months from existing sources of liquidity
and incoming cash receipts; however, the company needs to shore up
its liquidity in the near term to avoid a negative ratings
action," said Standard & Poor's credit analyst Daniel Parker.

The CreditWatch placement is the result of the company's January
announcement that it would have to restate earnings for two
quarters, and that the previously reported operating income will
likely be revised down.  Also, NAEP is unable to file its most
recent quarterly financial statements because the two previous
quarters results have yet to be restated, and the company and its
auditors have not completed the review.  The earnings restatement
and reporting delay will result in violations of two separate
covenants under its secured credit facility and senior unsecured
notes.

First, the earnings restatement (and expected reduction in
profitability) results in non-compliance with the financial ratios
covenant under its secured credit facility.  The secured lenders
have provided a waiver to March 31, for the breach of this
covenant. Standard & Poor's expects that the company will either
refinance this credit facility or negotiate new covenants.

Second, the company's inability to file financial statements for
the quarter ended Dec. 31, 2004, by March 1, 2005, is a breach of
a covenant under the indenture governing its senior secured notes
due 2011.  The company has 45 days to remedy the situation and the
company believes it can issue statements in this time period.  The
non-compliance with the senior notes covenant, however, means that
the company is not in compliance with its senior secured credit
agreement.  The secured lenders have granted a waiver in regards
to the cross-default covenant for the covenant violation under the
senior unsecured note indenture.


PACIFIC LUMBER: Gets Waiver from Lenders Until March 11
-------------------------------------------------------
The Pacific Lumber Company didn't comply with a minimum EBITDA
covenant under the terms of a Credit Agreement dated as of January
23, 2004, backed by Bank of America, N.A.  BofA signed-off on a
waiver of that covenant through March 11, 2005, and the parties
inked an Amendment to the Credit Agreement that:

     (a) reduces the maximum amount of potential borrowings from
         $35 million to $30 million;

     (b) decreases the borrowing base reserve by $2 million (and
         thereby increasing the amount able to be borrowed by the
         same amount);

     (c) requires more frequent submissions of borrowing base
         certificates;

     (d) contains a waiver, expiring on March 11, 2005, of the
         default caused by the borrowers' failure to attain a
         specified level of EBITDA (as defined in the Credit
         Agreement) during the fiscal quarter ended Dec. 31, 2004,
         as required under Section 7.27 of the Credit Agreement;

     (e) requires the borrowers to pay interest commencing
         February 22, 2005 at the default rate, which is 2% per
         annum higher than the rate that would otherwise apply
         under the Credit Agreement; and

     (f) requires the borrowers to pay a fee of $150,000.

Palco, as Pacific Lumber's frequently called, says it's talking to
Bank of America about long-term amendments that would cure the
existing default and avoid further anticipated defaults under the
Credit Agreement and give Palco necessary ongoing liquidity beyond
the March 11 waiver expiration date.

As previously disclosed, Palco is also trying to obtain clearance
from the North Coast Regional Water Quality Control Board to
permit sufficient timber harvesting that will allow Palco to
sustain its current level of operations and to enable Scotia
Pacific Company LLC to fund required interest payments due in July
2005 on its approximately $750 million of Timber Notes.

In a Feb. 9, 2005, press release, Robert Manne, Palco's President
and CEO, made the Company's position clear:

     "Let there be no misunderstanding. If our efforts with
     both the Regional Water Board staff and our bank lender
     are not successful, PALCO will not have sufficient
     liquidity from timber operations and its line of credit
     to sustain ongoing operations.  In such a circumstance,
     PALCO and its subsidiaries, including Scotia Pacific,
     expect that they will be forced to take extraordinary
     actions: reduce expenditures by laying off employees and
     shutting down various operations; seek other sources of
     liquidity, such as from asset sales; and consider
     seeking protection by filing under the United States
     Bankruptcy Code," Manne said.

Palco is an indirect wholly owned subsidiary of MAXXAM Inc.
Scotia Pacific Company LLC and Britt Lumber Co., Inc. is a wholly
owned subsidiaries of Palco.  These companies grow and harvest
redwood and Douglas-fir timber, mill the logs into lumber and
manufacture that lumber into a variety of finished products.
Housing, construction and remodeling are the principal markets for
the Company's lumber products.

Standard & Poor's Ratings Services lowered its corporate credit
rating on Scotia, California-based Pacific Lumber Co. to CCC+ in
December 2004, and, as reported in the Troubled Company Reporter
on Jan. 28, 2005, placed that rating on CreditWatch with negative
implications.

MAXXAM has residential and commercial real estate investments in
Arizona, California, Puerto Rico and Texas, including golf courses
and resort operations and other commercial real estate projects.
MAXXAM also owns and operates Sam Houston Race Park, Ltd. (a Class
1 pari-mutuel horse racing facility in the greater Houston
metropolitan area, and a pari-mutuel greyhound racing facility in
Harlingen, Texas.).  Additionally, MAXXAM owns approximately 62%
of Kaiser Aluminum Corporation, the integrated aluminum producer
that's reorganizing under chapter 11.  MAXXAM's Consolidated
Balance Sheet at Sept. 30, 2004, shows $1 billion in assets and
$1.6 billion in liabilities.


PHIBRO ANIMAL: Redeems Palladium's Series C Preferred Stock
-----------------------------------------------------------
Phibro Animal Health Corporation disclosed the consummation of the
redemption of its Series C Preferred Stock, all of which was held
by Palladium Equity Partners II LP and certain of its affiliates,
for $26.4 million.  The funds used for such redemption were
contributed to the capital of the Company by PAHC Holdings
Corporation, a holding company for the capital stock of the
Company recently formed by certain of the shareholders of the
Company.  On Feb. 10, 2005, PAHC Holdings successfully completed a
private offering of $29 million of its senior secured notes due
2010.  The proceeds from the sale of the HoldCo Notes have been
held in escrow to finance the redemption.

PAHC Holdings was formed by Jack Bendheim, Marvin S. Sussman and
trusts for the benefit of Mr. Bendheim and his family.  PAHC
Holdings now owns all of the outstanding capital stock of all
classes of the Company, and Mr. Bendheim, Mr. Sussman and trusts
for the benefit of Mr. Bendheim's family own the same number and
class of shares of PAHC Holdings as they previously owned of the
Company, and having the same designations, relative rights,
privileges and limitations as the Company's shares of such class.

The HoldCo Notes are secured by all of PAHC Holding's assets (now
consisting substantially of all of the outstanding capital stock
of the Company).  The HoldCo Notes and such security interest are
effectively subordinated to all liabilities, including the
Company's and its subsidiaries' trade payables, as well the
Company's indenture indebtedness.  Interest on the HoldCo Notes is
payable at the option of PAHC Holdings in cash or pay-in-kind
HoldCo Notes. The Company is not obligated on the HoldCo Notes.

In connection with the redemption, the Company, PAHC Holdings, the
Palladium investors and the principal stockholders of PAHC
Holdings entered into an agreement with respect to:

     (1) the redemption price (consisting of $19.6 million of
         liquidation preference and $6.8 million of equity value),

     (2) amending the terms of the post-redemption redemption
         price adjustment set forth in the certificate of
         incorporation of the Company:

           (a) from an amount payable upon the occurrence of
               certain capital stock transactions determined with
               respect to the value of the Company upon the
               occurrence of such capital stock transaction, to a
               liquidated amount of $4 million, payable only after
               the occurrence of certain capital stock
               transactions and the receipt by the current
               stockholders of PAHC Holdings, on a cumulative
               basis, of an aggregate of $24 million of dividends
               and distributions in respect of such capital stock
               transactions, and

           (b) to remove the one-year time period for such
               adjustment of the redemption price, and

     (3) eliminating the backstop indemnification obligation of
         the Company to the Palladium investors of up to
         $4 million incurred in connection with the sale by the
         Company to the Palladium investors in December 2003 of
         The Prince Manufacturing Company.

                        About the Company

Phibro Animal Health Corporation (B-/Stable/-) is a leading
diversified global manufacturer and marketer of a broad range of
animal health and nutrition products, specifically medicated feed
additives and nutritional feed additives, which the Company sells
throughout the world predominantly to the poultry, swine and
cattle markets. MFAs are used preventively and therapeutically in
animal feed to produce healthy livestock. The Company is also a
specialty chemicals manufacturer and marketer, serving numerous
markets.

Standard & Poor's assigned its 'CCC' rating to the Company's
$100 million 9.875% senior subordinated notes in 2003.


R.J. TOWER: S&P Says Senior Secured Lenders Will Be Paid in Full
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its recovery ratings on
R.J. Tower Corp.'s (unit of Tower Automotive, Inc., $375 million
senior secured term loan B (first lien) and $50 million senior
secured revolving credit facility (first lien) to '1' from '2',
and also raised its recovery rating on R.J. Tower's $155 million
senior secured term loan C (second-lien letter of credit facility)
to '1' from '5'.  A recovery rating of '1' signifies that Standard
& Poor's would expect lenders to receive 100% of principal in a
bankruptcy scenario.  The recovery ratings were also removed from
CreditWatch, where they were first placed on Feb. 2, 2005, in
connection with Tower Automotive's Chapter 11 bankruptcy filing
and were also withdrawn.

At the same time, S&P withdraws the corporate credit rating of
Tower Automotive, Inc., and all other ratings on the firm and
related entities.

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating and other debt ratings on Tower Automotive, Inc., and
related entities to 'D' after Tower announced that it and certain
subsidiaries have filed to reorganize under Chapter 11 of the U.S.
Bankruptcy Code.

Tower's international operations in Europe, Brazil, and Canada are
not included in the bankruptcy filing and continue to operate as
always.  Total debt outstanding at Sept. 30, 2004, was about
$1.5 billion.

"Pursuant to the U.S. Bankruptcy Court's (Southern District of New
York) final order on Feb. 28, 2004, authorizing Tower to obtain
postpetition financing, proceeds from the $425 million
debtor-in-possession term loan will be used to repay in full the
outstanding principal balance on R.J. Tower's prepetition
first-lien senior secured bank loans," said Standard & Poor's
credit analyst Daniel DiSenso.

R.J. Tower's prepetition $155 million second-lien letter of credit
facility (fully collateralized with cash deposited into a trust
fund account to be used in the event of a drawing under a letter
of credit), has been refinanced with Silver Point Capital Fund LP
as the administrative agent.  Second-lien lenders who wish to exit
the facility will be repaid in full by Silver Point.

"Tower's bankruptcy did not result from a general market downturn
or the erosion of its market position that would have seriously
impaired collateral protection.  Moreover, while operating
performance at its domestic operations weakened, foreign
operations continue to perform well and are generating positive
free cash flow.  The bankruptcy filing was prompted by severe
liquidity pressures at its domestic operations, as Tower was faced
with an onerous debt burden, since most of its debt is at those
operations, and reduced production schedules by important
customers in North America," Mr. DiSenso said.  "Liquidity
pressures were exacerbated by termination of some auto customer
receivables fast-pay programs and the inability to obtain
sufficient alternative funding."

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


SALOMON BROTHERS: Fitch Junks Two 2000-C2 Certificate Classes
-------------------------------------------------------------
Fitch Ratings downgrades the following certificates from Salomon
Brothers Mortgage Securities -- SBMS --  VII, Inc., series 2000-
C2:

     -- $5.9 million class L certificates to 'B-' from 'B';
     -- $8.8 million class M certificates to 'CC' from 'CCC';
     --$6.8 million class N certificates to 'C' from 'CC'.

In addition, Fitch affirms these classes:

     -- $17.3 million class A-1 at 'AAA';
     -- $483.3 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $33.2 million class B at 'AAA';
     -- $33.2 million class C at 'A';
     -- $7.8 million class D at 'A-';
     -- $11.7 million class E at 'BBB+';
     -- $13.7 million class F at 'BBB';
     -- $9.8 million class G at 'BBB-';
     -- $21.5 million class H at 'BB+';
     -- $13.7 million class J at 'BB';
     -- $5.9 million class K at 'BB-'.

Fitch does not rate the $4.4 million class P.

The downgrades of classes L, M, and N reflect an increase in
expected losses of several specially serviced loans.  Interest
shortfalls are currently affecting classes J, K, L, M, N, and P.

Eleven loans (11.52%) are currently in special servicing.  The
largest specially serviced loan (2.7%) is secured by a mixed-use
building located in Dublin, Ohio.  The loan was transferred to the
special servicer due to imminent default arising from the
insolvency problems of Metatec International, the former sole
tenant of the property.  This loan is currently real estate owned
and the special servicer is marketing the property for sale.  A
potential buyer has been identified and the property is under
contract.  Losses are expected from the sale of this asset which
will severely affect the unrated class P.

The second largest specially serviced loan (2.5%) is secured by a
retail center located in Baltimore, Maryland.  Sam's Club, which
occupied 56% of net rentable area -- NRA, is dark but continues to
pay rent.  The property is currently in litigation and the special
servicer is reviewing the request by Sam's Club to buy out the
remaining term of its lease.  Ames, which occupied 31% of NRA,
rejected its lease and has vacated the space.  Fitch is continuing
to closely monitor the resolution of this loan.

As of the February 2005 distribution date, the pool's aggregate
certificate balance has been reduced 13.4% since issuance, to
$676.8 million from $781.5 million.  The certificates are
collateralized by 178 fixed-rate mortgage loans, consisting
primarily of office (37%), retail (22%), and industrial (18%)
properties, with concentrations in California (14%), New York (9%)
and Florida (8%).


SANDITEN INVESTMENTS: Gable & Gotwals Approved as Bankr. Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Oklahoma
gave Sanditen Investments, Ltd., permission to employ Gable &
Gotwals as its general bankruptcy counsel.

Gable & Gotwals will:

   a) advise the Debtor in its duties, powers and responsibilities
      as a debtor-in-possession in the continued operation and
      management of its business and property under chapter 11
      protection;

   b) prepare on behalf of the Debtor all the necessary
      applications, answers, orders, reports, and other documents
      that may be required in its chapter 11 case; and

   c) perform all other legal services that are appropriate and
      necessary in the Debtor's chapter 11 case.

Sidney K. Swinson, Esq., a Shareholder at Gable & Gotwals,
discloses that the Firm received a $50,000 retainer.  Mr. Swinson
will bill the Debtor $250 per hour for his services.

Mr. Swinson reports Gable & Gotwals' professionals bill:

    Professional          Designation      Hourly Rate
    ------------          -----------      -----------
    Stephen W. Lake       Shareholder         $230
    Mason G. Patterson    Associate           $175
    Sara E. Berry         Associate           $175
    John D. Dale          Associate           $155
    Katherine Parker      Paralegal           $115

Gable & Gotwals assures the Court that it does not represent any
interests adverse to the Debtor or its estate.

Headquartered in Tulsa, Oklahoma, Sanditen Investments, Ltd., owns
two shopping centers and some undeveloped real estate in Tulsa,
Oklahoma.  The Company filed for chapter 11 protection on Feb. 18,
2005 (Bankr. N.D. Okla. Case No. 05-10850).  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $1 million to
$10 million


SANDITEN INVESTMENTS: Section 341(a) Meeting Slated for Mar. 30
---------------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of Sanditen
Investments, Ltd.'s creditors at 1:30 p.m., on March 30, 2005, at
the Office of the U.S. Trustee, Room B04, 224 South Boulder
Avenue, Tulsa, Oklahoma 74103. This is the first meeting of
creditors required under U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Tulsa, Oklahoma, Sanditen Investments, Ltd., owns
two shopping centers and some undeveloped real estate in Tulsa,
Oklahoma.  The Company filed for chapter 11 protection on Feb. 18,
2005 (Bankr. N.D. Okla. Case No. 05-10850).  John D. Dale, Esq.,
at Gable & Gotwals represents the Debtor in it restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets of $10 million to $50 million and
estimated debts of $1 million to $10 million


SECURITY INTELLIGENCE: Liquidity Woes May Trigger Bankruptcy
------------------------------------------------------------
Security Intelligence Technologies, Inc., incurred net losses of
$3,493,566 and $4,992,072 for the six months ended Dec. 31, 2004
and the fiscal year ended June 30, 2004, respectively.  In
addition, at Dec. 31, 2004, the Company had a working capital
deficit of $8,351,606 and a deficiency in stockholders' equity of
$8,303,563.  The Company is also a defendant in material and
costly litigation, which has significantly impacted liquidity.
The Company requires additional financing which may not be readily
available.  The Company's bank facility has terminated, and the
only source of funds other than operations has been loans from the
Company's chief executive officer, deposits from customers and
distributors and proceeds from notes.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

At Dec. 31, 2004, Security Intelligence Technologies had cash of
$33,084 and a working capital deficit of $8,351,606.  During the
2004 period, it had a negative cash flow from operations of
$782,091.  Its accounts payable and accrued expenses at
Dec. 31, 2004 were $4,682,900. As a result of continuing losses,
the Company's working capital deficiency has increased. The
Company funded its losses through loans from its chief executive
officer, other officers and the issuance of notes to private
investors.  It also utilized vendor credit and customer deposits.

                      Unable to Pay Timely

Because Security Intelligence Technologies has not been able to
pay its trade creditors in a timely manner, it has been subject to
litigation and threats of litigation from trade creditors and has
used common stock to satisfy obligations to trade creditors.  In
many instances when the Company issues common stock CCS has agreed
that if the stock does not reach a specified price level one year
from issuance, CCS will pay the difference between that price
level and the actual price.  As a result, the Company has
contingent obligations to some of these creditors.  With respect
to 1,356,459 shares of common stock issued during fiscal 2005,
2004, 2003 and 2002, the market value of the common stock on
Dec. 31, 2004 was approximately $564,263 less than the guaranteed
price.

The Company's accounts payable and accrued expenses increased from
$3,722,228 at June 30, 2004 to $4,682,900 at Dec. 31, 2004 an
increase of $960,672.  After a decrease in the market value of its
common stock held by trade creditors of $402,460 and the value of
common stock issued to trade creditors during the 2004 Period of
$50,597 the Company's other accounts payable and accrued expenses
increased by $608,809 reflecting the Company's inability to pay
creditors currently.  It also had customer deposits and deferred
revenue of $2,635,865, which relate to payments on orders, which
had not been filled at that date.  The Company has used its
advance payments to fund operations.  If its vendors do not extend
necessary credit Security Intelligence Technologies may not be
able to fill current or new orders, which may affect the
willingness of its clients to continue to place orders with it.

                    Addressing Cash Problems

To address the Company's immediate cash requirements, which are
necessary for the Company to continue in business, management
discontinued substantially all of its retail operations during the
fiscal year ended June 30, 2004 and re-focused its marketing
efforts to focus on its sophisticated bomb jamming and cellular
monitoring systems.  The sales increase of $468,715 during the six
months ended December 31, 2004 as compared to the six months ended
Dec. 31, 2003 was directly attributable to these efforts.  In
addition management has begun marketing its bomb jamming and
cellular monitoring systems to the United States Government and
contractors of the United States Government.  Sales to these
groups of these systems were $973,000 during the six months ended
Dec. 31, 2004.  The Company had no sales to the United States
Government or government contractors during the six-month ended
Dec. 31, 2003.  As part of this effort, the Company has
aggressively re-focused its staff, has reduced expenses, and is
actively pursuing additional equity and debt financing to
supplement cash flow from operations.  The Company and its
management believe that its bomb jamming and cellular monitoring
systems and the United States Government marketplace are viable
products and markets to compete, and ultimately achieve
profitability.  The Company's ability to continue its operations
is dependent upon its ability to generate sufficient cash flow
either from operations or from financing, to meet its obligations
on a timely basis and to further develop and market its products.
However, the Company's low stock price and its continuing losses
make it difficult to obtain equity and debt funding, and, there
can be no assurances that additional financing will be available
to the Company on acceptable terms, or at all, or that the
Company will generate the necessary cash flow from operations.

                 May Seek Bankruptcy Protection

If unable to increase sales and pay its note holders and other
creditors, management has stated that it may be necessary for the
Company to cease business and seek protection under the Bankruptcy
Code.

Security Intelligence Technologies, Inc., a Florida corporation,
and its wholly owned subsidiaries, are engaged in the design,
assembly and sale of security and surveillance products and
systems.  The Company purchases finished items for resale from
independent manufacturers, and also assembles off-the-shelf
electronic devices and other components into proprietary products
and systems at its own facilities.  The Company generally sells to
businesses, distributors, government agencies and consumers
through five sales offices located in Miami, Florida; Beverly
Hills, California; Washington, D.C.; Hong Kong, its executive
offices located in New Rochelle, New York and through its retail
store/service center in London, England.


SHAW GROUP: Completes $450M Bond Financing for Three Units
----------------------------------------------------------
The Shaw Group, Inc., (NYSE: SGR) reported that its 50%-owned
affiliate, American Eagle Northwest, LLC, has completed a
$226 million private placement revenue bond financing for its Navy
Northwest Housing Privatization Project.  Proceeds from the sale
of the bonds will be used for costs of design, demolition,
construction, renovations and infrastructure placement for
approximately 3,000 residential housing units for certain of the
U.S. Navy's installations in the Puget Sound area of Washington
state.  Two series of revenue bonds were issued that were rated
AA/A by Standard & Poors and have various maturity dates with a
blended annual interest rate of 5.67%.  This 50-year project is
being managed by American Eagle Northwest, LLC, owned 50% by Shaw
an 50% by an affiliate of C.E.I. Investment Corp. of Meriden,
Connecticut and includes the long-term operations, management, and
maintenance of these housing communities.

In November 2004, Shaw 50%-owned affiliates, Little Rock Family
Housing, LLC and Hanscom Family Housing, LLC, completed similar
private placement financing arrangements totaling $233 million for
the design, construction, and long-term operations and management
of communities at Little Rock Air Force Base and Hanscom Air Force
Base in Arkansas and Massachusetts, respectively.  The bonds for
the Little Rock project were rated AA-/A- with a blended annual
interest rates of 5.92%.  The bonds for Hanscom were rated AA/A
with a blended interest rate of 5.74%.  The revenue bonds for all
three financings are secured by proceeds from the operations of
the housing projects as well as by mortgages on the properties and
are non-recourse to Shaw.

J.M Bernhard, Jr., Chairman and Chief Executive Officer of The
Shaw Group Inc., said, "We have now completed over $450 million in
bond financings for three of our six 50%-owned privatized military
housing projects.  These projects were well received by the bond
ratings agencies and the investing public.  We look forward to
moving ahead immediately with the planning, design and
construction phases of these projects and providing the best
possible residential experience for our service men and women and
their families for the next 50 years.  We are also proceeding with
financing plans for our other privatized military housing projects
and expect additional financings to be completed in the next
several months."

C.E.I. Investment Corp. is a 50-year-old, privately held firm that
has developed more than 35,000 homes across the United States.
The company has extensive expertise in the development and
management of master-planned communities, multi-family
communities, as well as communities committed to environmental
preservation.  C.E.I. has a remarkable tenant satisfaction and
retention rate within its managed developments, with 97 percent
occupancy and an average tenant stay in excess of five years.  In
addition, the ongoing commitment of C.E.I. Investment to its
properties far exceeds industry standards, with C.E.I. maintaining
ownership and management of a majority of its developments for
more than 30 years.

The Shaw Group Inc. -- http://www.shawgrp.com/-- is a global
provider of technology, engineering, procurement, construction,
maintenance, fabrication, manufacturing, consulting, remediation,
and facilities management services for government and private
sector clients in the power, process, environmental,
infrastructure and emergency response markets.  A Fortune 500
Company, The Shaw Group is headquartered in Baton Rouge,
Louisiana, and employs approximately 18,000 people at its offices
and operations in North America, South America, Europe, the Middle
East and the Asia-Pacific region.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on The Shaw Group to 'BB-' from 'BB.'  Other ratings were
also lowered one notch. The outlook is negative.  At
Aug. 31, 2004, the Baton Rouge, Louisiana-based engineering and
construction services provider had about $476 million total debt
outstanding (including present value of operating leases).

"The ratings downgrade reflects weak earnings quality and cash
flow generation that is more consistent with the lower rating,"
said Standard & Poor's credit analyst Paul Kurias. "Ratings may be
lowered further if liquidity were to decline meaningfully, which
might occur if operations underperform expectations or if
challenged projects require greater-than-expected resources to
complete."


SOUNDVIEW HOME: Moody's Puts Ba3 Rating on $3.148MM Class B Certs.
------------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
Class A certificates in the Soundview Home Loan Trust 2003-2
securitization of alternative-A (Alt-A) and sub-prime mortgage
loans.  In addition, Moody's has assigned ratings ranging from Aa2
to Ba3 to the mezzanine and subordinate certificates.  The ratings
are based on the quality of the loans, available excess spread to
cover losses, overcollateralization and subordination.

The loan pool consists primarily of first lien and second lien
one- to four-family residential adjustable-rate and fixed-rate
mortgage loans.  Impac Funding Corporation and Residential
Mortgage Assistance Enterprise, LLC (ResMAE) have originated or
acquired these mortgage loans.  Impac originated or acquired loans
make up approximately 53.42% of the aggregate pool and ResMAE
originated or acquired loans make up approximately 46.58% of the
aggregate pool.  Adjustable-rate and fixed-rate mortgage loans
make up approximately 34.13% and 65.87% of the aggregate pool
respectively.

Impac loans are first-lien Alt-A mortgage loans.  The credit
quality of the Impac loans in this pool is stronger than the
average Impac pool with a weighted average FICO of 720 and a
weighted average LTV of 65.  Approximately 3% of the loans in the
aggregate pool pay interest only for 5 or 10 years, then principal
and interest for the remaining years of the mortgage term.

Loans with extended interest-only payment periods are riskier than
loans without an interest-only period because there is no equity
build-up during the interest-only period and less equity
throughout the life of the mortgage.  For this reason, borrowers
may be more likely to default on their mortgage payment in
stressful scenarios.  A positive attribute that helps reduce
potential losses to the mortgage pool is the presence of
borrower-paid mortgage insurance on most of the loans with an LTV
ratio above 80%.

ResMAE loans are fixed- and adjustable-rate, first- and second-
lien subprime mortgage loans.  The credit quality of the loans is
below the average of the subprime sector.  This is evident by the
pool's slightly lower weighted-average FICO score, higher weighted
average loan-to-value ratio, as well as weak DTI ratio
distribution.  A high DTI ratio indicates that the borrower is
highly leveraged and hence might be more likely to default.
Besides, ResMAE is a new subprime originator, who has no track
record of past performance. The ratings reflect the underlying
probability of higher volatility in the pool performance.

In addition, approximately 85.23% of the mortgage loans are
concentrated in California, which makes the pool performance
sensitive to California's economic condition and housing market.

Impac is a mortgage banking company located in Newport Beach,
California.  The company acquires mortgages nationwide through
bulk purchases, correspondents, and brokers.  ResMAE is located in
Brea, California. The company started to originate subprime
mortgage loans in January 2003, mainly through mortgage brokers.

The complete rating actions are:

  -- Issuer: Soundview Home Loan Trust 2003-2

     * Securities: Asset-Backed Certificates, Series 2003-2

     * Class A-1A, $130,100,000, Variable, rated Aaa
     * Class A-1B, $90,000,000, Variable, rated Aaa
     * Class A-2, $97,505,000, Variable, rated Aaa
     * Class M-1, $17,223,000, Variable, rated Aa2
     * Class M-2, $14,445,000, Variable, rated A2
     * Class M-3, $3,333,000, Variable, rated A3
     * Class M-4, $4,074,000, Variable, rated Baa1
     * Class M-5, $4,074,000, Variable, rated Baa2
     * Class M-6, $4,074,000, Variable, rated Baa3
     * Class B, $3,148,000, 5.50%, rated Ba3

Impac will be the master servicer with respect to the loans
originated by Impac, and GMAC Mortgage Corporation will be the
master servicer with respect to the ResMAE loans.  GMAC Mortgage
Corporation will be the sub-servicer with respect to the Impac
loans.


SQUALICUM INVESTMENTS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Squalicum Investments Inc.
        dba Marina Seafood Restaurant
        7 Bellwether Way
        Bellingham, Washington 98225
        Tel: 733-8292

Bankruptcy Case No.: 05-12271

Type of Business: The Debtor operates a seafood restaurant that
                  offers a panoramic view of the San Juan Islands.

Chapter 11 Petition Date: February 24, 2005

Court:  Western District of Washington (Seattle)

Judge:  Samuel J. Steiner

Debtor's Counsel: Larry Daugert, Esq.
                  Brett & Daugert
                  PO Box 5008
                  Bellingham, Washington 98227-5008
                  Tel: (360) 733-0212

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Evergreen Community              Trade Debt             $185,000
Development
900 Fourth Avenue, Suite 2900
Seattle, WA 98164

The Archer Group                 Trade Debt              $12,203
1621 Cornwall Avenue
Bellingham, WA 98225

Dairy Valley Distributors        Trade Debt              $12,039
PO Box 807
Mount Vernon, WA 98273

Food Services of America         Trade Debt               $7,500

Bank of America                  Trade Debt               $3,987

North Washington Collections     Trade Debt               $3,350

Cascade Natural Gas              Trade Debt               $3,349

Citibank                         Trade Debt               $2,816

Puget Sound Energy               Trade Debt               $2,334

Premium Financing Specialists    Trade Debt               $1,461

Boyd Coffee Company              Trade Debt               $1,335

EcoLab                           Trade Debt               $1,170

Sanitary Service Company         Trade Debt               $1,016

Metcalf & Hodges                 Trade Debt                 $801

Bellingham Herald                Trade Debt                 $680

Service Linen Supply             Trade Debt                 $606

Western Washington University    Trade Debt                 $600

Dex Media West                   Trade Debt                 $517

Mountain Sky                     Trade Debt                 $500

Mount Baker Theatre              Trade Debt                 $450


STELCO INC: Rejects All Proposals & Will Sell Some Subsidiaries
---------------------------------------------------------------
Stelco Inc.'s (TSX:STE) Board of Directors has decided to pursue
new refinancing alternatives for the integrated steel business as
part of its capital raising process since none of the proposals
received satisfy its requirements for being designated as a
prevailing offer under the order of the Ontario Superior Court of
Justice made in October, 2004 as subsequently amended.

The Company, together with its advisors, have spent the last two
and half weeks examining in detail bids submitted by the bid
submission date of Feb. 14, 2005.  In reviewing the bids, the
Corporation and its Board of Directors have been guided by the
principle that the overall objective is to pursue an outcome that
will strengthen the Corporation on its emergence from protection
under the Companies' Creditors Arrangement Act.

To permit Stelco to emerge from creditor protection as a
competitive participant in the industry, the Company expects to
return to court in the near future to outline its plans for
raising capital.  The Company believes that further capital
raising activity will require it to directly pursue financing
options working closely with various sources of capital to develop
an alternative that will substantially strengthen the Corporation.

Courtney Pratt, Chief Executive Officer, commented: "Our process
unfortunately did not turn up any acceptable proposals from
strategic or financial bidders.  We will now be working with our
financial advisors to aggressively attract new capital.  We will
also be working closely with the province to understand its
requirements as a result of its decision to change the solvency
deficiency pension plan funding rules for Stelco post-emergence
from CCAA and we will be continuing to consult with our other
stakeholders".

The Board of Directors remains highly focused on the task of
emerging from Court protection with an appropriate eye to the
broad range of stakeholder interests involved.  The Company
believes, after consultation with its advisors, that capital
markets based alternatives are available that will allow the Board
to find a solution that will strengthen the Corporation.

In accordance with the capital raising process approved by the
Ontario Superior Court of Justice, the Company is proceeding with
the sale of several of its subsidiary businesses.

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.


STELCO INC: Unions Support Restructuring Except Subsidiaries' Sale
------------------------------------------------------------------
The United Steelworkers said late Tuesday that it is prepared to
work with Stelco Inc. to develop a plan based on full adherence to
the union's seven principles for restructuring and on new labor
agreements for:

      -- Local 8782 (Lake Erie),
      -- Local 5220 (AltaSteel) and
      -- Local 5328 (Stelwire),

that allows Stelco to successfully emerge from bankruptcy
protection under the Companies' Creditors Arrangement Act (CCAA).

"The union has argued consistently that Stelco should not be
undervalued and we will not support any bids that don't recognize
this," said Steelworkers' National Director Ken Neumann.  "For
this reason, Stelco's failure to complete the capital-raising
process provides the company with a unique opportunity.

"We are highly confident that a plan can be developed that keeps
Stelco's highly profitable subsidiaries as part of the company,
ensures the fair treatment of all stakeholders, particularly the
most vulnerable, and sets the stage for creating a long-term
viable and competitive company."

Local 8782 President Bill Ferguson added: "If the company is
prepared to engage the union as a full and equal participant, and
keep the company together, we will roll-up our sleeves and get it
done."

Scott Duvall, president of Local 5328 said: "The future for our
members and retirees is too important to not participate in the
process to establish a firm foundation for the continuation of
steel-making and manufacturing in Canada."

Established last November, and agreed to by all Steelworker local
unions at Stelco, the seven union principles are that:

   -- Stelco must be restructured as one company, not sold off in
      parts;

   -- Restructuring must be accomplished without concessions from
      the unions' members or retirees;

   -- There must be plan to secure the pension benefits of its
      members and retirees;

   -- The company must commit to substantial reinvestment into the
      business and to continue to operate its facilities;

   -- The company must be financially structured in such a way
      that it is viable for the long term;

   -- The company must have a business plan that allows it to be
      successful and a management capable of carrying it out;

   -- The company must commit to work with the union and its
      members in a constructive and respectful manner.

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.


STRATEGY FIRST: Inks Acquisition Pact with Silverstar Holdings
--------------------------------------------------------------
Silverstar Holdings, Ltd., (NASDAQ: SSTR) has entered into an
agreement to acquire Strategy First, Inc.

The proposed acquisition of Strategy First will be a further
strategic step towards broadening Silverstar's exposure to the
electronic game industry.  Upon closing, Silverstar will operate
in the online fee-based sports business, through its subsidiary
Fantasy Sports, Inc., and in the PC strategy game business through
Strategy First, a well established mid-market developer and
publisher in this segment.

Strategy is currently subject to the jurisdiction of the Montreal
bankruptcy court and therefore closing of this transaction is
subject to a number of conditions.  Among them, acceptance of the
plan of arrangement by the majority of Strategy First's secured
and unsecured creditors, as well as other conditions related to
Strategy First's current operations.

The agreement calls for the payment to Strategy First's creditors
of approximately $600,000 in cash and the issuance of $500,000 in
Silverstar Holdings common shares, as well as additional common
shares to be issued based upon future performance.

Should the contingent conditions be met, the transaction is
expected to close in April 2005.

                     About Silverstar Holdings

Silverstar Holdings Ltd. is a publicly traded company, focusing on
acquiring controlling positions in high-growth fee-based
businesses that stand to benefit from the economies of scale
generated by Internet and other technology related platforms. It
currently owns Fantasy Sports, Inc., a dominant provider of fee
based NASCAR related and other fantasy sports games, as well as a
stake in Magnolia Broadband, a fab-less semiconductor company and
innovator of radio frequency (RF) solutions for the cellular
industry.

                      About Strategy First

Strategy First Inc. -- http://www.strategyfirst.com/-- is a
leading developer and worldwide publisher of entertainment
software for the PC. Founded in 1990, the company has grown
rapidly, publishing major games in the industry and simultaneously
developing its own in-house titles such as "O.R.B." and "Disciples
II." After winning numerous awards for games such as "Disciples:
Sacred Lands," "Kohan: Immortal Sovereigns," "Steel Beasts,"
"Galactic Civilizations," and "Jagged Alliance," Strategy First
continues to push the gaming envelope with its own groundbreaking
titles, while maintaining its reputation as a unique alternative
for independent developers seeking to market their games to a
worldwide audience.


SYNIVERSE TECHNOLOGIES: Moody's Upgrades Rating After IPO
---------------------------------------------------------
Moody's Investors Service today upgraded the senior implied and
issuer ratings of Syniverse Technologies as well as the rating on
the company's 12.75% senior subordinated notes due 2009 based upon
the successful completion of its IPO.

The ratings upgraded are:

   * Senior implied rating to Ba3 from B1

   * Issuer rating to B1 from B2

   * 12.75% million senior subordinated notes due 2009 to B2 from
     B3

The ratings affirmed are:

   * New $240 million secured term loan B due 2012 -- Ba3

   * New $42 million secured revolving credit facility due 2011 --
     Ba3

The ratings on the company's previous secured credit facilities
have been withdrawn.

Syniverse Technologies recently completed an initial public offer
of its common stock along with other associated financings.  The
new capital structure of the company materially improves the
financial profile of the company reducing total debt by
approximately $60 million and reducing cash interest expense by
over $10 million in 2005.

The combination of lower debt and higher free cash flow will
improve the company's free cash flow to total debt metric close to
20%, up from roughly 10% for the LTM through September 2004.  For
more detail, please see Moody's press release dated January 13,
2005.

Based in Tampa, Florida, Syniverse Technologies, Inc., is a
provider of technology outsourcing to wireless telecommunications
carriers with LTM ended 9/30/2004 net revenues of $288 million.


TOM'S FOODS: Heico Holdings Proposes $15 Million Cash Investment
----------------------------------------------------------------
In connection with discussions occurring in and around February
2005 concerning a potential restructuring of certain obligations
of Tom's Foods Inc., the Company has provided, during that time,
confidential information to members of an informal committee of
certain unaffiliated holders of the Company's 10.5% Senior Secured
Notes due 2004.

Pursuant to one or more confidentiality agreements, certain of the
Noteholders were authorized to disclose this confidential
information in the event that the Company failed to disclose such
information within two business days of the Noteholders' written
demand made after Feb. 18, 2005, or if the Company's disclosure,
if any, was deemed inadequate by certain of the Noteholders.

Since the Company has failed to disclose information made
available to certain of the Noteholders, the Noteholders who have
received that information hereby disclose the information that was
provided to them in connection with those restructuring
discussions:

   -- Proposed Restructuring Terms - In connection with the
      potential restructuring, certain of the Noteholders received
      settlement proposals from the Company's largest shareholder,
      Heico Holdings, Inc., including a proposal in which Heico
      and other participating shareholders would invest "new
      money" of up to $15 million of cash in connection with a
      proposed restructuring.  Under the Heico Proposal, the "new
      money" would fund:

        (i) a $7 million principal paydown of Noteholder claims,

       (ii) $3.15 million of overdue accrued interest originally
            due November 1, 2004, and

      (iii) $4.85 million of the Company's working capital needs.

Remaining Noteholder principal of $53 million and additional
accrued interest through May 1, 2005 of $3.15 million would be
extended through a new $56.15 million secured note maturing in
November 2008. The Heico Proposal would have granted Noteholders
additional collateral, including currently unencumbered plants in
Florida and Tennessee and related assets.

   -- Historical and Projected Financial Information

      In connection with the potential restructuring, certain of
      the Noteholders received detailed financial information
      provided by the Company.  Such financial information
      included:

        (i) the Company's projections for fiscal 2005,

       (ii) historical and projected sales by each of the
            Company's sales channels,

      (iii) historical financial information for each of the
            Company's four-week sales periods, and

       (iv) projected liquidity based on the Company's fiscal 2005
            projections.

   -- Collateral Information

      In connection with the potential restructuring, certain of
      the Noteholders received summary information on the
      Company's various collateral.  Such collateral information
      included

        (i) a summary of the Company's credit facility borrowing
            base as of December 14, 2004, and

       (ii) a summary of appraised values for the facilities
            securing the 10.5% Senior Secured Notes.

   -- Business Information

      In connection with the potential restructuring, certain of
      the Noteholders received additional information on the
      Company's operations, including sales channels and
      distribution strategy.

The Noteholders who received such information express no view as
to the validity, accuracy, or completeness of the information
provided to them by the Company.  Accordingly, the Noteholders who
received such information cannot verify whether the information
herein is current, correct, relevant or may have been superceded
by subsequent events or otherwise.  Furthermore, the Committee's
attorneys and financial advisors may possess confidential
information that they cannot share with the Committee because of
their own confidentiality agreements with the Company or
otherwise, and such information may affect the information herein.
As such, recipients of the information should consult their
advisors before relying upon such information.  In addition, the
Noteholders have no obligation to update the information.

As reported in the Troubled Company Reporter on Oct. 26, 2004,
Tom's Foods and Fleet Capital Corporation entered into an
amendment on Oct. 21, 2004, extending the term of its $17,000,000
Revolving Loan and Security Agreement dated Jan. 31, 2000, until
Oct. 29, 2004. Additionally, the Company's $60,000,000 issue of
junk-rated 10.5% Senior Secured Notes matures on Nov. 1, 2004.

The Company is currently in discussions with Fleet and holders of
the Notes for a forbearance period beyond Oct. 29, 2004, during
which time:

   (a) Fleet and the holders of the Notes will agree not to
       exercise their rights as to any of the collateral
       securing their loans to the Company; and

   (b) the Company will seek to obtain new financing in order
       to repay the borrowings under the Credit Facility and
       the Notes.

In the event the Company fails to obtain a forbearance period
beyond Oct. 29, 2004, as to the Credit Facility and Nov. 1, 2004,
as to the Notes, President and Chief Executive Officer Rolland G.
Divin advises:

   (x) the Company will be in default under the Credit Facility
       and the Notes and Fleet and the holders of the Notes will
       be entitled to exercise their remedies under the term of
       the Credit Facility and the Notes and the lenders could
       attempt to foreclose on their respective collateral
       securing that indebtedness and

   (y) even if a foreclosure does not occur, the Company's
       ability to operate and obtain working capital necessary to
       operation its business would be materially adversely
       impacted.

                        Bankruptcy Threat

Under these circumstances, Mr. Divin says, the Company would have
difficulty maintaining existing relationships with its suppliers,
who might stop providing supplies or services to the Company or
provide or supply such services only on "cash on deliver" or other
terms that would have an adverse impact on the Company's cash flow
and the Company may have to consider pursuing appropriate
restructuring options.

The Credit Facility is secured by all of the Company's receivables
and inventory.  At Oct. 19, 2004, borrowings under the Credit
Facility totaled $9.2 million (including $2.9 million in
outstanding letters of credit).  Tom's River owes $60 million of
outstanding principal plus $3.15 of accrued interest on the 10.5%
senior secured notes. The Notes are secured by the Company's
principal manufacturing facilities (including real property and
equipment) and its intellectual property.

                      Third Quarter Results

Tom's Foods Inc.'s net sales for the quarter ended Sept. 11, 2004
were $44.4 million vs. $44.3 million in the same quarter in 2003
and a net loss of $633,000 compared to a net loss of $391,000 for
the same period in 2003. Net sales for the 36 weeks ended
Sept. 11, 2004 were $130.3 million compared to $137.6 million for
the same period in 2003 and a net loss of $2.6 million compared to
a net loss of $2.5 million for the same period in 2003.

                       Financial Condition

At Sept. 11, 2004, the Company's balance sheet shows $96.4 million
in total assets and $99.3 million in total liabilities.

Deloitte & Touche LLP serves as the company's auditors. Deloitte
has expressed substantial doubt about the Company's ability to
continue as a going concern.

The Company expects Fiscal 2004 EBITDA to be in a range of
approximately $10 million to $10.5 million, and fiscal 2004
operating cash flow after interest expense to be approximately
$500,000. Tom's Foods has been adversely impacted by:

     (i) lower than expected sales volume resulting from the
         initiation of bankruptcy proceedings by certain
         convenience store chains and reduced convenience store
         sales due to higher gas prices and reduced travel,

    (ii) unexpected reduced volume under a co-packing agreement
         and

   (iii) the impact of hurricane forced store temporary closings
         and distributor and company-owned distribution route
         temporary closings.

                        About Tom's Foods

Headquartered in Columbus, Georgia, Tom's Foods Inc. is a multi-
regional snack food manufacturing and distribution company. The
Company has manufactured and sold snack food products since 1925
under the widely recognized "Tom's" brand name, as well as other
names. The Company's distribution network serves a variety of
customers, including independent retailers, vending machines,
retail supermarket chains, convenience stores, mass merchandisers,
food service companies and military bases. As of January 3, 2004,
the Company reported 1,583 full-time employees.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2004,
Moody's Investors Service downgraded the senior secured notes of
Tom's Foods to Caa3 from B3 and the company's senior implied
rating to Caa3 from B3. The downgrades follow the company's
failure to make the principal and interest payments due on
November 1, 2004, when the notes matured, and reflect Moody's
expectation that the notes would not be covered at par in a
refinancing or liquidation. The ratings outlook remains negative,
and ratings could be further downgraded if refinancing of the
notes is not accomplished in the near term.

Moody's ratings actions were as follows:

   * $60 million senior secured notes, due 2004 -- to Caa3
     from B3,

   * Senior implied rating -- to Caa3 from B3,

   * Unsecured issuer rating -- to Ca from Caa1,

   * Ratings outlook -- Negative.

Moody's does not rate the company's $15 million borrowing-base
revolving credit ($6 million outstanding and $3 million utilized
for letters of credit at 9/11/04). The credit facility is secured
by accounts receivable and inventory. Tom's Foods amended the
facility on 10/29/04 to, among other provisions, extend the term
to January 31, 2005, as long as noteholders do not exercise their
remedies as a result of the payment default on the notes. The
company is seeking to refinance the notes prior to the amended
maturity of the credit facility.


TOPSAIL CBO: Moody's Confirms B2 Rating on $5MM Class C Sub. Notes
------------------------------------------------------------------
Moody's Investors Service has removed from the Moody's Watchlist
for possible downgrade and has confirmed the current rating on the
U.S. $5,000,000 Class C Subordinate Fixed Rate Notes due 2013
issued by Topsail CBO, Ltd.

Moody's rating action: Removal from Moody's Watchlist and
confirmation of rating

-- Issuer: Topsail CBO, Ltd.

The rating of these Class of Notes has been removed from the
Moody's Watchlist for possible downgrade and is confirmed:

-- Class Description: U.S. $5,000,000 Class C Subordinate Fixed
                      Rate Notes due 2013

   * Prior Rating: B2 (under review for downgrade)
   * Current Rating: B2


TOWER AUTOMOTIVE: Can Fully Access $725 Million DIP Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Tower Automotive, Inc., permission to access the full amount
of its $725 million debtor-in-possession financing provided by
JPMorgan.  As previously disclosed, the Company received approval
to immediately access $125 million of the financing on Feb. 3,
2005.

The Company said that it believes that this financing, in addition
to normal cash flow, will be sufficient to fund its operating
needs as it works to restructure its finances.

Kathleen Ligocki, President and Chief Executive Officer of Tower
Automotive, said, "We are pleased to have received the Court's
approval of this financing, which will enable Tower to continue
operating normally as we work to restructure our finances.  The
financing is also a sign of confidence by our lenders in our
ability to resolve the issues we face and ultimately emerge as a
stronger, financially sound company."

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


TOWER AUTOMOTIVE: S&P Withdraws D Corporate Credit & Debt Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdraws the corporate credit
rating of Tower Automotive, Inc., and all other ratings on the
firm and related entities.

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating and other debt ratings on Tower Automotive, Inc., and
related entities to 'D' after Tower announced that it and certain
subsidiaries have filed to reorganize under Chapter 11 of the U.S.
Bankruptcy Code.

Tower's international operations in Europe, Brazil, and Canada are
not included in the bankruptcy filing and continue to operate as
always.  Total debt outstanding at Sept. 30, 2004, was about
$1.5 billion.

At the same time, S&P raised its recovery ratings on R.J. Tower
Corp.'s (unit of Tower Automotive, Inc., $375 million senior
secured term loan B (first lien) and $50 million senior secured
revolving credit facility (first lien) to '1' from '2', and also
raised its recovery rating on R.J. Tower's $155 million senior
secured term loan C (second-lien letter of credit facility) to '1'
from '5'.  A recovery rating of '1' signifies that Standard &
Poor's would expect lenders to receive 100% of principal in a
bankruptcy scenario.  The recovery ratings were also removed from
CreditWatch, where they were first placed on Feb. 2, 2005, in
connection with Tower Automotive's Chapter 11 bankruptcy filing
and were also withdrawn.

"Pursuant to the U.S. Bankruptcy Court's (Southern District of New
York) final order on Feb. 28, 2004, authorizing Tower to obtain
postpetition financing, proceeds from the $425 million
debtor-in-possession term loan will be used to repay in full the
outstanding principal balance on R.J. Tower's prepetition
first-lien senior secured bank loans," said Standard & Poor's
credit analyst Daniel DiSenso.

R.J. Tower's prepetition $155 million second-lien letter of credit
facility (fully collateralized with cash deposited into a trust
fund account to be used in the event of a drawing under a letter
of credit), has been refinanced with Silver Point Capital Fund LP
as the administrative agent.  Second-lien lenders who wish to exit
the facility will be repaid in full by Silver Point.

"Tower's bankruptcy did not result from a general market downturn
or the erosion of its market position that would have seriously
impaired collateral protection.  Moreover, while operating
performance at its domestic operations weakened, foreign
operations continue to perform well and are generating positive
free cash flow.  The bankruptcy filing was prompted by severe
liquidity pressures at its domestic operations, as Tower was faced
with an onerous debt burden, since most of its debt is at those
operations, and reduced production schedules by important
customers in North America," Mr. DiSenso said.  "Liquidity
pressures were exacerbated by termination of some auto customer
receivables fast-pay programs and the inability to obtain
sufficient alternative funding."


TRUSTREET PROPERTIES: Moody's Pares Rating on Preferred Stock
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Trustreet
Properties' Series A cumulative preferred stock to B3, from B1,
pursuant to the merger of US Restaurant Properties with CNL
Restaurant Properties, and affiliated public unlisted funds.  The
rating outlook is stable.  The new, combined REIT has changed its
name to Trustreet Properties Inc. (NYSE: TSY).  The preferred
stock was originally issued by US Restaurant Properties, Inc.

Moody's said that these rating actions have been taken based on
the rating agency's review of the proposed combination of CNL
Restaurant Properties, the CNL Income Funds and US Restaurant
Properties.  This constitutes the first time Moody's has rated the
combined entity, Trustreet Properties.  CNL Restaurant Properties
was a publicly held REIT, but was not listed.  The new, combined
REIT is listed; however, the company is managed by the former CNL
Restaurant Properties management team, and consists of the assets
of each of the former CNL Restaurant Properties, US Restaurant
Properties and the CNL Income Funds.

The new, larger REIT has a portfolio of approximately 1,900
restaurant properties, diversified both in terms of tenants and
concepts, totaling approximately $2.7 billion and is the US leader
in restaurant property net leasing, serving primarily the fast
food, family and casual dining concepts.  The REIT focuses on the
acquisition, ownership and management of a national portfolio of
triple-net leased restaurant properties.  The REIT will also
derive material revenue from managing and servicing a portfolio of
mortgages on stand-alone restaurant properties, from active
participation in the 1031 exchange market, and from its Value
Creation unit, whereby it redevelops and repositions real estate
assets.

Moody's ratings reflect the increased size and diversity of the
combined property portfolio, adequate liquidity and increased
management depth.  These considerations are offset by weak credit
metrics and asset quality challenges inherent in the volatile
restaurant sector.  Effective leverage will be 71%, secured
leverage will be 41% of gross assets, and fixed charge coverage
will be 1.4X.

While Trustreet Properties seeks to achieve a capital structure
with less overall and secured leverage, Moody's expects that it
will take time for progress to occur.  Furthermore, the
unencumbered property pool will encompass only 36% of the REIT's
portfolio at closing -- a modest level.  The unencumbered
portfolio is significantly exposed to concepts Golden Corral (14%
of rent) and Burger King (11%) and has material geographic
concentrations in Texas (23% of rent) and Florida (15%).

These weaknesses are mitigated by the management expertise of the
former CNL team, that has worked together virtually without
turnover for over six years.  Integration risk is also mitigated
by the former CNL Restaurants' role in servicing and managing the
Income Funds and the resulting familiarity with those property
portfolios, as well as by the focus on purchasing, rather than
blending, the former US Restaurants' assets into their
infrastructure.

The B3 rating on the preferred stock of Trustreet Properties
reflects the junior status of this security in a complex, multi-
layered and highly leveraged capital structure.  Trustreet also
plans to engage in various borrowings as part of this merger.
Moody's indicated in a press release issued 2 February, 2005 that
it assigned a (P)B1 rating on the planned senior unsecured notes
of Trustreet, reflecting the de facto subordination of this debt
vis-a-vis the (P)Ba3-rated proposed bank facilities, which will
enjoy guarantees from operating subsidiaries in the group.

The rating downgraded with a stable outlook is:

  -- Trustreet Properties, Inc. (former US Restaurant Properties,
     Inc.) Series A cumulative preferred stock -- to B3 from B1

The ratings unchanged with a stable outlook are:

  -- Proposed Trustreet Properties, Inc. (former CNL Restaurant
     Properties, Inc.) Senior Unsecured Credit Facility -- (P)Ba3.

     This facility will enjoy the guarantee of CNL APF Partners
     LP, CNL Restaurant Capital Corporation, CNL Restaurant
     Investments Inc. and other operating subsidiaries of the
     REIT.  This credit facility will consist of a revolver and a
     term loan.

  -- Proposed Trustreet Properties, Inc. (former CNL Restaurant
     Properties, Inc.) Senior Unsecured Notes -- (P)B1

Trustreet Properties, Inc., (NYSE: TSY) is a new REIT resulting
from the combination of US Restaurant Properties, Inc., CNL
Restaurant Properties, Inc., and eighteen CNL Income Funds.
Trustreet Properties, headquartered in Orlando, Florida, USA, has
approximately $2.7 billion in assets, and owns 1,900 properties
and has a servicing portfolio of an additional 1,000 properties in
49 states, including brands such as: Applebee's, Arby's,
Bennigan's, Burger King, Golden Corral, IHOP, Jack in the Box,
KFC, Pizza Hut, TGIFriday's and Wendy's.


TUBETEC INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tubetec Inc.
        301 Brown Avenue
        Sanford, Florida 32771

Bankruptcy Case No.: 05-01717

Type of Business: The Debtor develops stainless steel
                  fittings for the pulp and paper industry.
                  See http://www.tubetec.com/

Chapter 11 Petition Date: February 24, 2005

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Elizabeth A. Green, Esq.
                  Gronek & Latham, LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: 407-481-5800
                  Fax: 407-481-5801

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      941 Taxes                 $373,955
Memphis, TN 37501

Stewart Stainless Supply Inc  Trade debt                $311,251
3660 Swiftwater Park Drive
Suwanee, GA 30024

United Health Care            Trade debt                 $51,159
P.O. Box 861848
Orlando, FL 32886

Brismet/Bristol Metals        Trade debt                 $41,165

Schimberg Company             Trade debt                 $34,434

The Dean Group                Trade debt                 $29,972

Eastern Industrial Supplies   Trade debt                 $27,724

Wachovia Commercial Card      Trade debt                 $23,529

Amerisure Companies           Trade debt                 $25,434

Southeastern Freight Lines    Trade debt                 $23,718

Kaiser Electroprecision       Trade debt                 $21,545

American Fittings             Trade debt                 $18,420

Everest National Insurance C  Trade debt                 $17,733

Power Aviation                Trade debt                 $17,730

R & L Carriers                Trade debt                 $16,607

Estes Express Lines           Trade debt                 $15,913

Yellow Freight System Inc.    Trade debt                 $11,786

Air Liquide America LP        Trade debt                 $11,164

Eastern Industrial Supplies   Trade debt                  $9,840

Florida Public Utilities Co.  Utilities                   $9,755


UAL CORP: Fallon Holds $1.9 Million of Allowed Secured Claim
------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois approved a settlement agreement between UAL Corporation
and its debtor-affiliates and Fallon, Inc., which provided the
Debtors with various advertising agency services prior to the
Petition Date.

On May 9, 2003, Fallon filed Claim No. 36639 for $1,873,869 for
various unpaid services and third party invoices.  Fallon
asserted that the Claim was secured by the Prepetition Credits.

In September 2004, the Debtors notified Fallon that certain
payments may constitute avoidable transfers within the meaning of
Section 547 of the Bankruptcy Code.  However, Fallon argued that:

  a) a portion of the transfers were advance payments to third
     parties;

  b) the transfers were made in the ordinary course of business;

  c) a portion of the payments reflected Fallon's role as a mere
     conduit and not the final recipient; and

  d) Fallon provided value to the Debtors.

To avoid costs of additional negotiation or litigation, the
parties engaged in good-faith negotiations and stipulate that:

  a) Fallon is entitled to an allowed secured claim for
     $1,873,869 that arises from a right to set off that amount
     of the Prepetition Credits;

  b) Fallon will pay the Debtors the $121,578 balance of the
     Prepetition Credits;

  c) Fallon will pay the Debtors $150,000 to settle the
     Preference Claim;

  d) Fallon will provide the Debtors with a discount against its
     fees for the next 12 months at this schedule:

     1) $0 to $2,500,000 in fees will be discounted at 3%;

     2) $2,500,000 to $4,000,000 in fees will be discounted at
        4%; and

     3) fees over $4,000,000 will be discounted at 5%;

  e) The Fallon Claim will be satisfied after the set-off is
     effected and the Debtors will withdraw their objection to
     Fallon's Claim.

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)


UNISPHERE WASTE: Files Notice of Intention Under BIA in Canada
--------------------------------------------------------------
Unisphere Waste Conversion Ltd. filed a Notice of Intention to
Make a Proposal to its creditors under the Bankruptcy and
Insolvency Act (Canada) due to its inability to settle current
liabilities as they become due.

The Company has been exploring the possibility of obtaining
additional financing from existing lenders and has been informed
that such additional financing is unlikely to be provided.

As reported in the Troubled Company Reporter on Feb. 11, 2005,
Unisphere Waste disclosed the resignation of all its directors
effective Feb. 9, 2005.  The Directors are John Wypich, Tom Allen,
Lee Barker, Oliver Lennox King and Cal Parent.

The Company's wholly owned subsidiary, Unisphere Tire Recycling
Inc. (formerly, Enviro Tire Technologies Inc.) has filed a Notice
of Intention to Make a Proposal to its creditors under the
Bankruptcy and Insolvency Act (Canada).

As reported in the Troubled Company Reporter on Feb. 9, 2005,
Unisphere Waste reported that a lawsuit has been filed by a 6%
unsecured debenture holder against the Company for non-payment of
principal and interest amounting to $1,060,000.

On Feb. 1, the Company did not make interest payments due to
debenture holders in the amount of $625,000 on Jan. 31, 2005, and
did not make interest payments due to debenture holders in the
amount of $150,000 on Feb. 2, 2005. In addition the Company did
not make a principal payment due to a debenture holder of
$1,000,000 on Feb. 2, 2005.

As a result of the non-payment and other defaults with lenders,
the Company's other indebtedness may become due and payable.

The Company is unable to make its current payments and pay
indebtedness. The Company has met with representatives of the 10%
secured debenture holders and discussions are ongoing.

A further lawsuit has been filed by a former employee, Victor
Sibilia, for $5,000,000 plus other ancillary relief and damages
against the four outside directors of the Company. The Company
had expected that the outside directors will vigorously defend the
lawsuit but anticipates that they will also claim indemnity from
the Company for any damages that the court might assess against
them.

                        About the Company

Unisphere Waste Conversion Ltd. is a Canadian environmental
solutions company.

On June 13, 2002, UWC completed a Plan of Arrangement with Corona
Gold Corporation, a company listed on the TSX.


WABASH ENVIRONMENTAL: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Wabash Environmental Technologies, LLC
             P.O. Box 10314
             Terre Haute, Indiana 47801

Bankruptcy Case No.: 05-80353

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      W.E.T. Waste Services, LLC                 05-80354
      TDK Properties, LLC                        05-80355

Type of Business: The Debtor is a private industrial waste
                  treatment plant.

Chapter 11 Petition Date: February 24, 2005

Court: Southern District of Indiana (Terre Haute)

Judge: Frank J. Otte

Debtors' Counsel: James S. Kowalik, Esq.
                  Hostetler and Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: 317-262-1001
                  Fax: 317-262-1010

                              Estimated Assets    Estimated Debts
                              ----------------    ---------------
Wabash Environmental           $500,000 - $1 M      $1 M to $10 M
Technologies, LLC
W.E.T. Waste Services, LLC  $50,000 - $100,000    $500,000 - $1 M
TDK Properties, LLC              $1 M to $10 M      $1 M to $10 M

A. Wabash Environmental Technologies' 20 Largest Unsec. Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Mike & Tina Bowen             Judgment                  $703,200
c/o Donald M. Snemis, Esq.
One American Square, Box
82001
Indianapolis, IN 46282

Bingham McHale, LLP           Legal services             $66,192
2700 Market Tower
10 West Market Street
Indianapolis, IN 46204

Premium Financing             Open Account               $50,130
Specialists
P.O. Box 419090
Kansas City, MO 64141

Cinergy                       Utility service            $30,801

Locke Reynolds                Legal services             $14,613

MMSA/E                        Open Account               $10,000

Brenntag MidSouth, Inc.       Open Account                $5,701

JP Transit, Inc.              Open Account                $5,560

ONB Insurance Group           Open Account                $4,724

MacAllister Machinery         Open Account                $4,240
Company, Inc.

NRB Transit, Inc.             Open Account                $4,132

Pecco, Inc.                   Open Account                $3,942

Superior Environmental Corp.  Open Account                $3,700

CNA Insurance                 Insurance premiums          $3,521

Grunau Company                Open Account                $3,404

R & A Warehouse Group, LLC    Open Account                $3,098

Derrik Hagerman               Advanced expenses           $2,907

Environmental Certification   Open Account                $2,697
Labs, Inc.

United Healthcare             Open Account                $2,646

Bioscience, Inc.              Open Account                $2,276

B. W.E.T. Waste Services, LLC's 4 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Mike & Tina Bowen             Judgment                  $703,200
c/o Donald M. Snemis, Esq.
One American Square, Box
82001

Wabash Environmental          Open Account               $36,942
Technologies, LLC
P.O. Box 10314
Terre Haute, IN 47801

Locke Reynolds                Legal services              $5,870
P.O. Box 6200
Indianapolis, IN 46206

JP Transit, Inc.              Open Account                $1,500

C. TDK Properties, LLC's Largest Unsecured Creditor:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Mike & Tina Bowen             Judgment                  $703,200
c/o Donald M. Snemis, Esq.
One American Square, Box
82001
Indianapolis, IN 46282


WESTPOINT STEVENS: Court Okays Amended Services for Yantek
----------------------------------------------------------
WestPoint Stevens, Inc. and its debtor-affiliates seek the United
States Bankruptcy Court for the Southern District of New York's
authority to amend the terms of their employment agreement with
Yantek Consulting Group, Inc.

The Debtors are now reaching the final stages of their Chapter 11
cases and therefore must determine which of their remaining
executory contracts to accept or reject and prepare the relevant
schedules.  Accordingly, the Debtors wish to increase the scope
of Yantek's services to include, among others:

    * the designing of an executory contract database;

    * the education of operational parties at the Company;

    * the collection of data;

    * linking scheduled and claimed items to specific executory
      contracts;

    * reconciliation of cure payments and service of cure notices;

    * reconciliation of cure objections and damage claim
      objections; and

    * any other bankruptcy services the Debtors request.

As previously reported, the Court authorized Yantek to seek
compensation at a rate of $150 per hour plus a contingency fee of
3% of all savings realized from:

     (i) the reduction in cure amounts;

    (ii) the reduction of future payments on any executory
         contract or financing; and

   (iii) the forgiveness or reduction of purchase price option
         amounts at the end of agreements.

In addition, the Retention Order provided that Yantek's monthly
compensation would not exceed $35,000 and its total compensation
would be capped at $400,000.  In the event the total compensation
from the hourly rate plus the Contingency Fee reached the Cap,
Yantek would receive no further compensation until the total
aggregate savings reach $13,000,000.  At that point, Yantek would
be entitled to receive 3% of any savings above and beyond
$13,000,000.

The Debtors do not wish for the administrative services to be
included in the incentive compensation arrangement Yantek is
currently operating under.  Accordingly, for performance of the
Expanded Services, the Debtors and Yantek have agreed that Yantek
will bill the Debtors at their regular hourly rates and Yantek
has agreed to maintain separate billing codes for the Expanded
Services.  In addition, Yantek's compensation for the Expanded
Services will not be subject to the Cap, and savings realized
through the Expanded Services will not be included in the
calculation of the Contingency Fee.

                           *     *     *

Judge Drain approves the Debtors' amended application.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINN-DIXIE: Gets Interim Approval of Cash Management System
-----------------------------------------------------------
D. J. Baker, Esq., at Skadden, Arps, Meagher & Flom, LLP, in New
York, tells the U.S. Bankruptcy Court for the Southern District of
New York that Winn-Dixie Stores, Inc., and its debtor-affiliates
maintain a sophisticated cash management system with more than 100
bank accounts with a variety of national banks, local banks, and
credit unions.  The Debtors' primary cash management bank is
Wachovia Bank, N.A., where the Debtors maintain accounts through
which substantially all customer payments are deposited and
disbursements are made.

By this motion, the Debtors seek the Court's authority to
continue to use its cash management system, provided that each of
the Bank Accounts is designated a "debtor-in-possession" or "DIP"
account by the Cash Management Bank.

                        Depository Accounts

The Debtors maintain accounts with varying banks into which
revenues from stores, and automated teller machines located
within the stores, are deposited.  Based on a store's location,
the store will either maintain its own Depository Account or will
share a Depository Account with several stores located in the
same general area.

The Depository Accounts also fulfill a store's daily working
capital needs, serving as a source for cash to replenish a
store's vault if it falls below its daily target cash on hand.
Cash on hand is reconciled to the point of sale on a daily basis
and from the point of sale to a centralized tracking system on a
weekly basis.

Before the end of each business day, the Debtors initiate a wire
transfer from each Depository Account in the amount equal to the
available cash balance that exceeds a predetermined target level
for each Depository Account.

                         Principal Account

The Debtors maintain a principal concentration account with
Wachovia into which the balances from the various Depository
Accounts are concentrated each day.  Because of the way the
Debtors' funds flow, the vast majority of their funds at any one
time reside in the Principal Account.

                       Disbursement Accounts

The Debtors maintain separate, "zero-balance" controlled
disbursement accounts to fund their operations with accounts
designated for accounts payable, payroll, special accounts
payable, certain lottery proceeds, and certain credit card
payments.  In addition, the Debtors maintain controlled-
disbursement accounts through which the Debtors' manufacturing,
distribution, and dairy operations are funded.  In some
instances, a select few of the Debtors' critical vendors are
entitled to request direct debit authorization.  If the
authorization is approved, these requests are debited to the
Principal Account.  Otherwise, funds are transferred from the
Principal Account to the various disbursement accounts in amounts
sufficient to permit checks to be honored as the checks are
presented against the accounts.

                          Other Accounts

The Debtors also maintain several stand-alone accounts that are
also regularly swept into the Principal Account, including
accounts for lottery proceeds, credit card receipts, pharmacy
receipts, receipts for beer, wine, and spirits, and accounts for
debit card, credit card, and EBT reconciliations.  In addition,
the Debtors maintain several stand-alone accounts that are not
regularly swept into the Principal Account, including accounts
for taxes.

Mr. Baker relates that certain non-debtor affiliates of the
Debtors that are located in the Bahamas also infrequently
participate in the Cash Management System.  These affiliates are:

    -- W-D (Bahamas) Limited,
    -- Bahamas Supermarkets Limited, and
    -- The City Meat Markets Limited.

In the ordinary course of business, on a net basis, these
entities contribute cash into the Cash Management System and do
not withdraw funds from the system.

                           *     *     *

The Court grants the Debtors' request on an interim basis.  The
Final Hearing will be held at 10:00 a.m., on March 4, 2005.

According to Mr. Baker, the centralized cash management
procedures have been used by the Debtors in the past and
constitute ordinary, usual, and essential business practices.
Complex enterprises customarily employ cash management procedures
similar to the Debtors' cash management system because of the
numerous benefits they provide, including:

    -- enhanced control of funds collected and disbursed across
       wide-ranging operations; and

    -- reduced administrative expenses resulting from centralized
       control and account reconciliation.

The existing cash management system generates timely and accurate
financial information necessary to manage the Debtors' complex
businesses.

To protect creditor interests, the Debtors will continue their
prepetition practice of maintaining precise and strict records
and reporting with respect to all intercompany transfers so that
all transactions can be readily ascertained.  Furthermore, as
additional protection for creditor interests, all net
postpetition advances from one Debtor to any of the other Debtors
will have priority over any and all administrative expenses of
the kind specified in Sections 503(b) and 507(b) of the
Bankruptcy Code, subject and subordinate to certain exceptions.

The Court directs the Cash Management Banks to continue to
consolidate the Debtors' funds in accordance with prepetition
practices.  At the Debtors' request, the Court also reaffirms the
automatic stay to preclude the Cash Management Banks from
offsetting, freezing, recouping, affecting, or otherwise impeding
the use or transfer of or access to any funds of the Debtors
contained or deposited in the Bank Accounts on or subsequent to
the Petition Date.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/ -- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  David J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom, LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WINN-DIXIE: Court Okays Interim Use of Existing Bank Accounts
-------------------------------------------------------------
The Office of the United States Trustee for the Southern District
of New York established certain operating guidelines designed to
separate prepetition and postpetition transactions and operations
and prevent the inadvertent payment of prepetition claims.  Winn-
Dixie Stores, Inc., and its debtor-affiliates seek a waiver of the
Operating Guidelines that require them to:

    (a) close all existing bank accounts and open new debtor-
        in-possession bank accounts;

    (b) establish one account for all estate monies required for
        the payment of taxes;

    (c) maintain a separate debtor-in-possession account for cash
        collateral; and

    (d) obtain checks for all debtor-in-possession accounts
        bearing the bankruptcy case number and the type of
        account.

                           Bank Accounts

The Debtors maintain more than 100 bank accounts with various
depositary institutions.  A list of the Debtors' bank accounts is
available at no charge at:

        http://bankrupt.com/misc/winn-dixie_bankaccounts.pdf

D. J. Baker, Esq., at Skadden, Arps, Meagher & Flom, LLP, in New
York, explains that integrally related to the Debtors' cash
management system is the continued existence of their Bank
Accounts.  All interested parties will be well served if the
Debtors are permitted to preserve business continuity and avoid
the operational and administrative delay that closing the
existing bank accounts and opening new ones would entail.

The Debtors propose that their banks designate each of their
current accounts as a "debtor-in-possession" or "DIP" account, to
affix a "debtor-in-possession" or "DIP" legend to each of their
current checks, and to affix the "debtor-in-possession" or "DIP"
legend to any orders of new check stock during their Chapter 11
cases.

By designating each account as a "debtor-in-possession" or "DIP"
account, the Debtors believe that the accounts will comply with
the spirit, if not the letter, of the Operating Guidelines.

                              Checks

In the ordinary course of their businesses, the Debtors use
numerous checks.  Mr. Baker asserts that it would be unduly
burdensome and costly to replace all of the Debtors' checks
before they are exhausted.

                           *     *     *

The Court grants the Debtors' request on an interim basis.  The
Final Hearing will be held at 10:00 a.m., on March 4, 2005.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/ -- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  David J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom, LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YUKOS OIL: Challenges Court's Findings of Fact
----------------------------------------------
Yukos Oil Company challenges certain findings of fact made by the
U.S. Bankruptcy Court for the Southern District of Texas.  Yukos
wants these findings deleted to the extent necessary because they
are against "the great weight of the evidence" -- as the Fifth
Circuit held in Rousseau v. Teledyne Movible Offshore, 812 F.2d
971, 972 (5th Cir. 1987) -- and are in manifest error.  Further,
there is legally and factually insufficient evidence to support
the findings.

Zack A. Clement, Esq., at Fulbright & Jaworski, L.L.P., tells
Judge Letitia Z. Clark that there was no evidence of the relation
of Yukos' assets to the entire Russian economy.  Mr. Clement also
reminds the Court that Bruce Misamore, Yukos' chief financial
officer, and Steve Theede, the company's Chief Executive Officer,
both testified that they intended to continue operating Yukos'
business.  Moreover, Yukos' Plan of Reorganization contemplates
continuance of a going concern.  The Plan also contains a
Litigation Trust, which will supplement payments made by the going
concern if Yukos is able to continue as a going concern and will
provide a sole basis for payments if Yukos' going concern is
terminated.  There is no evidence that Yukos intends to
voluntarily engage in a liquidation of its going concern and rely
solely on the Litigation Trust for a liquidation of its assets.

Yukos also refutes the Court's finding that "since most of Yukos'
assets are oil and gas within Russia, its ability to effectuate a
reorganization without the cooperation of the Russian government
is extremely limited. . . . allowing resolution in a forum in
which participation of the Russian government is not assured."
Mr. Clement explains that Yukos has assets outside of Russia,
including a refinery and numerous non-Russian subsidiaries, which
Yukos can continue to operate without the Russian Government's
cooperation.

Mr. Clements contends that it is premature to conclude that the
Russian Government would chose not to participate in the
bankruptcy case or the related arbitrations.  The Russian
government was served on January 12, 2005, and they had 60 days
from that date to answer, which had not expired as on the date of
dismissal.  The Court also had not set a bar date which would
require the Russian Government to make a decision about
participating in the bankruptcy by filing a proof of claim.

Yukos further denies moving funds for the primary purpose of
attempting to create jurisdiction in the United States Bankruptcy
Court.  Yukos insists that the funds were transferred to pay
attorneys who were working on many issues, including arbitration
and bankruptcy, and were also to be used to fund its financial
operations in the United States.

Yukos also clarifies that it is not seeking to substitute U.S. law
for any other law, rather, it has merely asked the Court to apply
routine bankruptcy procedures and protections, including possible
subordination of any Russian Government tax claim -- which Yukos
will drop from its Plan -- and the creation of a Litigation Trust,
which are specifically allowed by the Bankruptcy Code.  The
transfer of the causes of action to a trust means that Yukos can
survive if the Russian Government continues to expropriate its
assets.

While Yukos may have access to a bankruptcy proceeding in the
arbitrazh courts of Russia, Mr. Clements emphasizes that the
experts unanimously concluded during the hearing that submitting
to Russian bankruptcy law would be hostile to the best interests
of the estate.  Nothing would likely be left to be distributed to
any creditors other than the Russian Government, and certainly
shareholders would receive nothing on their investment.

       Shareholders Want Case Retained in Bankruptcy Court

Hulley Enterprises, Ltd., Yukos Universal, Ltd., and Moravel
Investments, Ltd., believe that dismissal of Yukos' bankruptcy
case is not in the best interests of Yukos creditors or the
estate.

Hulley and Universal together own 51% shares of Yukos stock.
Hulley owns 1,090,043,968 shares and Universal owns 50,340,995
shares.

Moravel is an affiliate of Hulley and a creditor of Yukos.  Based
on Yukos' schedules of assets and liabilities, Moravel is owed
$804,875,408 in prepetition debts.  The amount constitutes 54.4%
of the Debtor's general unsecured bank and trade debt.

The shareholders support Yukos' request for a new trial.

The shareholders are represented in the bankruptcy proceeding by
Clifton R. Jessup, Jr., and Bryan L. Elwood, Esq., at Greenberg
Traurig, LLP, in Dallas, Texas.

The hearing on Yukos' request to reconsider the dismissal order
scheduled for March 1 has been reset to March 3 in the morning,
according to the Associated Press.

A full text copy of the Motion for Reconsideration's Supplement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=050302215108

A full text copy of the Motion for Reconsideration's Second
Supplement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=050302215751

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on
Dec. 14, 2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A.
Clement, Esq., C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A.
Barrett, Esq., Johnathan C. Bolton, Esq., R. Andrew Black, Esq.,
Fulbright & Jaworski, LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $12,276,000,000 in total assets and
$30,790,000,000 in total debts.


YUKOS OIL: Fitch Says Legal Risk Remains a Russian Domestic Affair
------------------------------------------------------------------
Fitch Ratings, the international rating agency, says the legal
risks faced by foreign creditors to the Russian oil and gas
industry have lessened following the US federal court's dismissal
of the Yukos bankruptcy case.

"Many investors were asking us if we felt the Yukos legal campaign
would scare off foreign creditors from lending to other Russian
oil and gas companies," says Jeffrey Woodruff, Director with the
energy team at Fitch in Moscow.  "It seems clear from this recent
court decision that foreign investors and banks now face less
legal risk than before the decision.  We therefore expect
creditors to be more comfortable going ahead with deals that might
have been on the back burner until now."

For those companies and lenders directly involved in the
Yuganskneftegaz transaction, last week's court ruling is seen as a
credit positive event by Fitch as it prevents the legal dispute
from spreading to international jurisdictions.  Had the US court
decided to hear the case, it is highly likely that foreign
creditors would be discouraged, if not outright barred, from
providing further financing to the entities involved in the
transaction.  As part of the bankruptcy filing, Yukos initiated
legal action not only against the acquiring company, Baikal
Finance Group, but also against any entity helping to finance the
deal.  "Last week's ruling is seen as a step back from what was a
growing legal quagmire, which is of benefit to the industry as a
whole," adds Mr. Woodruff.

On the other hand, legal risks for other oil companies operating
in Russia might be seen to have increased as the Russian
government grows more confident that foreign entities will not
meddle in domestic affairs, but Fitch does not hold this view at
the present time.

OAO Yukos filed for Chapter 11 bankruptcy protection in a Houston
federal court on 14 December 2004 to forestall the auctioning of
the company's largest production unit, Yukanskneftegaz, as part
the Russian government's attempt to collect USD28 billion in
claimed overdue taxes.  During the filing, the company publicly
stated that it was not possible to receive a fair hearing in the
Russian Federation, and that a US federal court would provide a
more suitable forum.

In a ruling posted by the US federal court in Houston, Texas,
however, US federal judge Letitia Clark said, "The vast majority
of the business and financial activities of Yukos continue to
occur in Russia.  While there is precedent for maintenance of a
bankruptcy case in the United States by corporations domiciled
outside the US, none of those precedents cover a corporation,
which is a central part of the economy of the nation in which the
corporation was created.  The sheer size of Yukos, and its impact
on the entirety of the Russian economy, weighs heavily in favour
of allowing a resolution in a forum in which participation of the
Russian government is assured."

Yukos was Russia's largest oil company, producing approximately
1.6 million barrels of oil per day before the government run
auction stripped the company of Yuganskneftegaz, which accounted
for 60% of the company's crude production.

Fitch will continue to carefully monitor developments in the
Russian oil and gas sector.

                          *********

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
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                *** End of Transmission ***