TCR_Public/050304.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, March 4, 2005, Vol. 9, No. 53      

                          Headlines

ACCESS WORLDWIDE: Board Elects Alfonso Yuchengco as Director
ADELPHIA COMMS: Reviewing the Bids for Adelphia's Cable-TV Assets
AIR POWER INC: Case Summary & 20 Largest Unsecured Creditors
AMERISTAR CASINOS: S&P Lifts Corporate Credit Rating to BB
ARKLATEX PROPERTIES: Voluntary Chapter 11 Case Summary

ARMSTRONG WORLD: Court Extends Cash Retention Program to Dec. 31
ATA AIRLINES: U.S. Bancorp's Motion to Get Back Planes Draws Fire
AURORA MODULAR: Sells Certain Assets to Global Diversified
B/E AEROSPACE: Moody's Up Ratings as Equity-to-Debt Ratio Improves
BEAR ISLAND: Brant Allen's Plans Prompt S&P to Review Ratings

BELDEN & BLAKE: Impending Default Prompts S&P to Review Ratings
BFG INVESTMENTS LLC: Voluntary Chapter 11 Case Summary
BOMARITO'S LLC: Case Summary & Largest Unsecured Creditor
CANTERBURY CONSULTING: Breaches Financial Covenant with Bank
CATHOLIC CHURCH: Spokane Board Taps Riddell Williams as Counsel

CATHOLIC CHURCH: Spokane Wants Litigants Committee Disbanded
CHASE COMMERCIAL: Fitch Puts Low-B Ratings on 3 Classes; Junks One
CHESAPEAKE ENERGY: Moody's Reviews B3 Senior Ratings for Upgrade
COEUR D'ALENE: Names Top Executives for Bolivian Subsidiary
COLDWAVE SYSTEMS: Case Summary & 20 Largest Unsecured Creditors

COMDISCO INC: Declares $13 Per Share Common Stock Dividend
COMDISCO INC: Distributes Cash to Contingent Rights Holders
COMMERCE ONE: Wants Until Apr. 4 to File a Chapter 11 Plan
DAW TECHNOLOGIES: Court Approves Amended Disclosure Statement
DB COMPANIES: Court Okays Asset Sale Procedures

DURA AUTOMOTIVE: Senior Secured Lenders Relax Financial Covenants
EAGLEPICHER INC: Lenders Say EBITDA Must Top $5 Million in May
EL PASO CORP: S&P Rates Proposed $200M Senior Unsec. Notes at B-
EXIDE TECHNOLOGIES: Has Until Aug. 29 to Object to Claims
FAYE FOODS INC: Case Summary & 20 Largest Unsecured Creditors

FINLAY FINE: Moody's Pares Rating on $200MM Sr. Unsec. Notes to B2
FINLAY FINE: S&P May Slice Ratings After Federated-May Merger
FRASER PAPERS: Moody's Rates Planned $150M Sr. Unsec. Notes at B3
FRASER PAPERS: S&P Places B Rating on $150M Senior Unsec. Notes
GETTY IMAGES: Moody's Puts Ba3 Rating on $263MM Sub. Debentures

GLASS GROUP: Wants to Hire Morris Nichols as Bankruptcy Counsel
GLASS GROUP: Taps Focus Management as Financial Consultants
GP CAPITAL: Increase Subordination Levels Spur S&P to Up Ratings
GREEN TREE: Delayed Interest Payments Cause S&P's Default Rating
HEALTHESSENTIALS SOLUTIONS: Taps Frost Brown as Bankruptcy Counsel

HOLYOKE HOSPITAL: Fitch Downgrades $13.2 Million Bonds to BB+
INTERSTATE BAKERIES: Credit Suisse Discloses 8.3% Equity Stake
INTERSTATE BAKERIES: Wants to Walk Away from 19 Real Estate Leases
JEAN COUTU: Completes Exchange Offer for 7-5/8% Senior Notes
LAS AMERICAS: Files for Chapter 11 Protection in E.D. California

LAS AMERICAS: Case Summary & 20 Largest Unsecured Creditors
LONG DISTANCE BILLING: Voluntary Chapter 11 Case Summary
MANHATTAN IMAGING: Amends Two-Year-Old Plan & Disclosure Statement
MAULDIN-DORFMEIER: Case Summary & 20 Largest Unsecured Creditors
MCI INC: Employees Sending Mixed Signals, Says New Vault Surveys

MCI INC: Verizon Opens Talks Between Qwest & MCI for Two Weeks
MERRILL LYNCH: Fitch Puts Low-B Ratings on Certificate Classes F&G
MERRILL LYNCH: Fitch Puts Low-B Ratings on Six 2003-KEY1 Certs.
METALDYNE CORP: S&P Pares Corp. Credit Rating to B After Review
METROPCS INC: Likely Default Cues S&P to Pare Credit Rating to CCC

MIRANT CORP: Dynegy Agrees to Cut $2.7M Cure Claim to $125,000
NATIONAL BENEVOLENT: Court Confirms Full-Payment Chapter 11 Plan
NEW HEIGHTS: Wants to Sell All Assets to Geneva7 for $1.1 Million
NEW WORLD: Dec. 28 Balance Sheet Upside-Down by $112.9 Million
NORTEL NETWORKS: Declares Preferred Shares Series 5 Dividends

NORTEL NETWORKS: Will File Financial Statements by End of March
OGLEBAY NORTON: Court Approves Settlement with London Insurers
OWENS CORNING: Board Approves 2005 Executive Salary Increases
OXSHOTT REALTY: Case Summary & Largest Unsecured Creditor
PARMALAT USA: ReGen & Riverside Say Plan Fails "Good-Faith" Test

PEABODY ENERGY: Board of Directors Elects Gregory Boyce as CEO
QWEST COMMS: Verizon Opens Talks Between Qwest & MCI for Two Weeks
RAVENEAUX LTD: Case Summary & 20 Largest Unsecured Creditors
REFOCUS GROUP: Closes $7 Million Financing from Medcare Investment
RELIANCE GROUP: Wants Court Nod on D&O Litigation Settlement Pact

SALEM COMMS: Acquiring WGUL-AM & WLSS-AM for $9.5 Million
SEALY MATTRESS: Nov. 28 Equity Deficit Widens to $383.7 Million
SLADE & NG LLC: Case Summary & 20 Largest Unsecured Creditors
SOLUTIA INC: Building Skydrol Production Unit at Anniston Plant
SOLUTIA INC: Wants Exclusive Filing Period Stretched to July 11

SPX CORP: Extends Cash Tender Offers for 7-1/2% & 6-1/4% Sr. Notes
STADACONA INC: S&P Reviews Ratings as Brant Allen May Take Control
SUNRISE CDO: Credit Support Factors Spur S&P to Review Ratings
SYRATECH CORPORATION: Wants Access to $25.35 Mil. of DIP Financing
TITAN CORP: S&C & DOJ Settlements Cue S&P to Affirm Low-B Ratings

TNP ENTERPRISES: S&P May Upgrade BB+ Credit Rating After Review
TRI-COUNTY CONTRACTORS: Case Summary & Largest Unsecured Creditors
TRICO MARINE: Court Approves Modifications to $75MM Exit Facility
UAL CORP: Judge Wedoff Rules on Honoring the Revised ALPA Accord
UNIFORET INC: Ability to Continue as a Going Concern is Uncertain

US AIRWAYS: Court Allows Philadelphia to Set Off Multi-Mil. Claims
WESTPOINT STEVENS: Bank of America Discloses 5.29% Equity Stake
WINN-DIXIE: U.S. Trustee Appoints 7-Member Creditors' Committee
WINN-DIXIE: Committee Has 3 Bondholders, 2 Landlords & 2 Vendors
WINN-DIXIE: Creditors' Committee Taps Milbank Tweed as Counsel

WITHERSPOON CDO: Moody's Puts Ba2 Rating on $18M Preference Shares
W.R. GRACE: Phillip Hempleman Discloses 5.2% Equity Stake
YUKOS OIL: To Appeal as Court Upholds Dismissal & Denies Stay

* BOOK REVIEW: Business & Capitalism: An Intro to Business History

                          *********

ACCESS WORLDWIDE: Board Elects Alfonso Yuchengco as Director
------------------------------------------------------------
Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC),
disclosed that Alfonso S. Yuchengco III has been unanimously
elected to the Company's Board of Directors, effective March 1,
2005.

Mr. Yuchengco has extensive experience in the financial services
and the Business Process Outsourcing industry.  He is currently a
Partner of Argosy Advisers, a boutique Financial Advisory firm and
Vice-Chairman of NeoIT Philippines, a joint venture with NeoIT,
the leading advisory firm on Offshore Outsourcing in the US.  He
was previously Executive Vice Chairman and CEO of Rizal Commercial
Banking Corporation, the 4th largest Bank in the Philippines.  
Prior to that, he served as President and CEO of the Yuchengco
family holding company, which has investments in consumer finance,
construction, power generation, and banana plantations.  He has
also served as Chairman, Vice- Chairman or Director on the Board
of several companies in various industries from credit cards,
automotive manufacturing and distribution, education, real estate,
pharmaceutical and memorial parks.

Mr. Yuchengco was also responsible for setting up joint ventures
in the Philippines with Honda, Isuzu, Enron and the Government
Investment Corporation of Singapore.

Mr. Yuchengco is the Honorary Consul General for the Republic of
Hungary to the Philippines.  He is a member of the Philippines-
Singapore Business Council and the Philippines-Japan Economic
Cooperation Committee.  He also sits on the Board of Trustees of
the Makati Business Club and is a Fellow of the Australian
Institute of Company Directors.  Mr. Yuchengco was born on March
12, 1959 in Manila, has a degree in Asian Studies from De La Salle
University and lives in Manila, Philippines.

"As we continue to build our off-shore Voice and 'BPO'
capabilities, Mr. Yuchengco will be an invaluable asset for us
with his background in the 'BPO' industry, his business acumen as
well as his presence on the ground in the Philippines" commented
Shawkat Raslan, Chairman, President and Chief Executive Officer of
Access Worldwide.  "I am very pleased that Mr. Yuchengco has
accepted to join the Access Board and I am excited to welcome him
to Access Worldwide."

Mr. Yuchengco commented, "I am pleased to be elected to the Board
of Directors and have already made a financial investment in the
Company.  I look forward to helping Access Worldwide develop and
become a major player in the offshore 'BPO' space, sustain its
revenue growth and build shareholder value."

Founded in 1983, Access Worldwide provides a variety of sales,
marketing and medical education services.  Among other things, we
reach physicians, pharmacists and patients on behalf of
pharmaceutical clients, educating them on new drugs, prescribing
indications, medical procedures and disease management programs.  
Services include product stocking, medical education, database
management, clinical trial recruitment and teleservices.  For
clients in the telecommunications, financial services, insurance
and consumer products industries, we reach the established
mainstream and growing multicultural markets with multilingual
teleservices.  Access Worldwide is headquartered in Boca Raton,
Florida and has over 1,000 employees in offices throughout the
United States.  More information is available at
http://www.accessww.com/

At Sept. 30, 2004, Access Worldwide's balance sheet showed a
$4,428,243 stockholders' deficit, compared to a $3,749,674 deficit
at Dec. 31, 2003.


ADELPHIA COMMS: Reviewing the Bids for Adelphia's Cable-TV Assets
-----------------------------------------------------------------
Adelphia Communications Corporation received bids for its
cable-television assets from:

    * Time Warner, Inc., and Comcast Corp., and
    * Kohlberg Kravis Roberts & Co. and
      Providence Equity Partners, Inc.

Time Warner and Comcast's joint bid is reportedly valued at $17 to
$17.5 billion, according to The Wall Street Journal.  The value of
KKR and Providence's bid is unknown at this time.  KKR is a
private equity firm specializing in management buyouts.  
Providence is a private investment firm specializing in equity
investments in communications and media companies around the
world.

The New York Post reports that William Huff of W.R. Huff Asset
Management Co., one of Adelphia's largest creditors, has
submitted or is planning to submit a bid.  Mr. Huff is reportedly
opposed to a sale of less than $17.5 billion.  According to The
Post, by joining the auction, Mr. Huff is trying to ensure that
ACOM won't be sold "at a bargain basement price."

Last week, the Journal reported that its unidentified sources
familiar with the negotiations say they want an all-cash deal.  
Those people say they're skeptical about the $35 billion valuation
Time Warner and Comcast put on the company they'll create using
Adelphia's assets and they don't have confidence the 15% slice of
the pie is worth $5.6 billion.  

                Court Grants Committee Lawyers and
           Financial Advisers Access to Bid Information

The Wall Street Journal, citing people familiar with the matter,
reports that Adelphia Communications Corp. reached a compromise
with its equity and debt holders regarding access to bid
information.

According to Peter Grant, a staff reporter at the Journal, the
compromise was reached at a closed hearing before Judge Gerber.
The parties agreed to allow the Committees' lawyers and financial
advisers to review bids.  However, the Committee members cannot
access the bid information.

As previously reported, the Official Committee of Unsecured
Creditors retained Kasowitz Benson Torres & Friedman LLP, as
counsel, and Greenhill & Co., LLC, as its financial advisors.
The Official Committee of Equity Security Holders hired Bragar
Wexler Eagel & Morgenstern, LLP, as its special conflicts
counsel, and Chanin Capital Partners, LLC, as financial advisor.

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


AIR POWER INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Air Power, Inc.
        PO Box 1449
        West Caldwell, New Jersey 07007-1449

Bankruptcy Case No.: 05-16092

Type of Business: The Debtor is a fully licensed and bonded
                  mechanical, HVAC, sheet metal and service
                  contractor located in Fairfield, New Jersey.
                  The Debtor installs, maintains and repairs air-
                  conditioning systems for commercial, industrial
                  and residential clients.
                  See http://www.airpowerhvac.bigstep.com/

Chapter 11 Petition Date: March 2, 2005

Court:  District of New Jersey (Newark)

Debtor's Counsel: Daniel J. Yablonsky, Esq.
                  Yablonsky & Associates, LLC
                  1430 Route 23 North
                  Wayne, New Jersey 07470
                  Tel: (973) 686-3800
                  Fax: (973) 686-3801

Total Assets: $1,130,026  

Total Debts:  $1,495,197

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Bank of America                  Business Loan          $179,000
1825 E Buckeye Road
Phoenix, AZ 85034

Wachovia Bank, NA                                       $179,000
190 River Road
Summit, NJ 07901

SMW L #25 Benefit Funds                                 $165,927
440 Barrell Avenue
Carlstadt, NJ 07072
Attn: Joseph R. Pagano, Esq.
11 Cleveland Place
Springfield, NJ 07081

SMW National Benefit Funds                              $103,000
PO Box 79321
Baltimore, MD 21279
Attn: Jessica L. Tortella, Esq.
Jennings Sigmond, P.C.
510 Walnut Street, Suite 1600
Philadelphia, PA 19106

Blasco Supply, Inc.                                      $89,241
440 East 162nd Street
Bronx, NY 10451

Refrigeration & A/C Division                             $71,873
c/o I.E. Shaffer
PO Box 1058
Trenton, NJ 08628-0230

Technical Airflow, Inc.                                  $34,783

Carrier Northeast                                        $32,517
PO Box 33133
Newark, NJ 07188

Quantum Corporate Funding        Business Loan           $32,254
Limited

Luce, Schwab & Kase, Inc.                                $29,621

ANTY Trucking, Inc.                                      $22,089

Commerce Insurance                                       $21,408

Distribution Fund Local #14                              $21,111

Trane Parts Center Of NJ                                 $21,101

IBEW LU #102 District Fund                               $19,586

Distribution Fund Local 274                              $19,070
c/o Basil Castrovinci Assoc.

AIM Fund Services, Inc.                                  $17,991
Attn: Retirement Plans Operation

State of New Jersey Sales &      Tax Liability           $16,968
Use Tax

Asbestos Workers Local 32                                $16,246

Verner, Cadby Ford                                       $15,945


AMERISTAR CASINOS: S&P Lifts Corporate Credit Rating to BB
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Ameristar
Casinos, Inc., including its corporate credit rating to 'BB' from
'BB-'.

The outlook is stable.  The Las Vegas, Nevada-based casino owner
and operator has $766 million in debt.

"The upgrade reflects Ameristar's continued solid operating
performance, modest debt leverage, and the expectation that the
company will continue to improve its credit measures in 2005,
providing a cushion within the rating to accomplish its growth
objectives," said Standard & Poor's credit analyst Peggy
Hwan.

The ratings on Ameristar reflect the company's active growth
strategy, tempered by the company's leading competitive positions
in its markets, a somewhat geographically diverse portfolio of
casino assets, and good credit measures for the rating.


ARKLATEX PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: ArkLaTex Properties of Atlanta, Inc.
        1405 College Drive
        Texarkana, Texas 75503

Bankruptcy Case No.: 05-50070

Chapter 11 Petition Date: February 28, 2005

Court:  Eastern District of Texas (Texarkana)

Judge:  Brenda T. Rhoades

Debtor's Counsel: Bart C. Craytor, Esq.
                  5331 Summerhill Road
                  Texarkana, Texas 75503
                  Tel: (903) 832-4508
                  Fax: (903) 832-6247

Total Assets:   $352,187

Total Debts:  $1,683,499

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


ARMSTRONG WORLD: Court Extends Cash Retention Program to Dec. 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
Armstrong World Industries, Inc., and its debtor-affiliates, to
implement their Cash Retention Program through Dec. 31, 2005.

The Cash Retention Program is part of the Debtors' Current
Employee Retention Program, a program designed to reduce if not
eliminate employee turnover. Under the Cash Retention Program,
approximately 150 key employees were eligible to receive annual
cash retention payments over the three-year period ending December
31, 2003.  Each year's payment ranged from 30% to 110% of base
salary depending on the position level and the nature of the work
performed by the key employees.

AWI discloses in a regulatory filing with the Securities and
Exchange Commission the participating executive officers who are
eligible for a cash retention payment equal to the stated
percentage of their current annualized base salary:

        Matthew J. Angello          100%
        F. Nicholas Grasberger      100%
        John N. Rigas               100%
        Stephen J. Senkowski        100%
        William C. Rodruan           60%

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


ATA AIRLINES: U.S. Bancorp's Motion to Get Back Planes Draws Fire
-----------------------------------------------------------------
Timothy L. Black, Esq., at Feiwell & Hannoy, PC, in Indianapolis,
Indiana, informs the United States Bankruptcy Court for the
Southern District of Indiana that ATA Airlines and its debtor-
affiliates have not surrendered aircraft bearing Tail Nos. N302CE,
N306CE, N307CE and N308CE, which they leased from U.S. Bancorp
Equipment Finance, Inc.

On February 10, 2005, the Court approved the rejection of the
lease agreements pertaining to the Aircraft.  However, the
Debtors continue to use certain engines covered by the Lease
Agreements on aircraft in their flight operations.

The Debtors informed U.S. Bancorp that they are not able to
surrender the Aircraft because non-U.S. Bancorp engines are
currently attached to U.S. Bancorp's airframes, while the U.S.
Bancorp engines are attached to non-U.S. Bancorp airframes.  The
Debtors have further notified U.S. Bancorp that it will be some
time before they can swap all the necessary engines and surrender
all the Aircraft to U.S. Bancorp.

On February 18, 2005, U.S. Bancorp provided the Debtors written
notice that the Basic Rent under each Lease Agreement is overdue.  
The Debtors have represented that they will not cure the payment
defaults within the applicable two-business day period as
provided under the Lease Agreements.

Mr. Black tells the Court that U.S. Bancorp has a purchaser for
the Aircraft and will suffer significant damages if it cannot
recover its Aircraft in time to consummate the sale.

Section 1110(a)(2) of the Bankruptcy Code provides that if a
debtor makes a Section 1110(a) election, it continues to receive
the benefit of the automatic stay to the extent it keeps current
on its obligations.  Mr. Black argues that the Debtors cannot
have it both ways -- failing to make payments under the Lease
Agreements while not taking the final step to consummate the
rejection of the Lease Agreements.

Accordingly, U.S. Bancorp asks the Court to compel the Debtors to  
immediately return the Aircraft.

                          Debtors Object

Jeffrey J. Graham, Esq., at Sommer Barnard Attorneys, PC, in
Indianapolis, Indiana, informs Judge Lorch that the attachment of
the original engines to the appropriate Aircraft has been
difficult due to the Debtors' lack of spare engines with which to
effectively swap out engines between remaining Saab aircraft so
as to attach the original engines to each Aircraft.

Nevertheless, the Debtors have been working with U.S. Bancorp to
comply with the Lease Rejection Procedures to the best of their
ability.  To that end, the Debtors withdrew all the Aircraft
airframes from service on or before February 9, 2005, and the
Aircraft have been available for surrender on these dates:

     Aircraft            Date
     --------            ----
     N303CE              February 9, 2005
     N305CE              February 9, 2005
     N306CE              February 23, 2005
     N302CE              February 28, 2005
     N307CE              February 28, 2005
     N308CE              February 22, 2005
The airframe for N304CE and its unattached engines have been
available to U.S. Bancorp for some time.

Considering the immediate and imminent turnover of the Aircraft,
the Debtors ask the Court to deny U.S. Bancorp's request.  

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)


AURORA MODULAR: Sells Certain Assets to Global Diversified
----------------------------------------------------------
Global Diversified Industries, Inc. (OTC Bulletin Board: GDVI)
focused on the modular building industry with emphasis on the
education market, has completed its Asset Purchase Agreements in
conjunction with assets from Aurora Modular Industries, Inc.

One of the Agreements consists of a $500,000 purchase by Global
Modular, Inc. -- a wholly owned subsidiary of Global Diversified
Industries, Inc. -- for assets including intellectual and other
tangible property with an estimated value of $3.3 million.

The second Agreement, between Global Modular, Inc., and Impact
Modular Leasing, Inc., involves fourteen partially completed
buildings acquired in the Aurora Modular bankruptcy auction.  
Global will be paid for all expenses in completing the
manufacturing of these buildings, plus, it will receive fifty
percent (50%) of the net profits derived from the sale of these
buildings.  It is estimated that Global's share of the profits
will be approximately $300,000.

Global Diversified Industries, Inc., Chairman and CEO Phil
Hamilton states, "We are pleased to have these Agreements
finalized, as they will provide our subsidiaries with the
resources needed to keep pace with the changing times regarding
construction processes and architectural design in the modular
building industry."

             About Global Diversified Industries, Inc.

Global Diversified Industries, Inc., is a holding company with two
wholly owned subsidiaries, Global Modular, Inc. and MBS
Construction, Inc. Both are engaged in the modular construction
marketplace with an emphasis on educational projects. They
incorporate the latest in construction software, allowing them to
better manage projects incorporating cost vs. profit ratios,
construction and manufacturing schedules, purchasing, receiving
and other facets of industrial management. The Company's work is
found in Northern and Southern California, with numerous projects
on budget for school systems throughout the state.

               About Aurora Modular Industries, Inc.

Aurora Modular Industries, Inc., filed for chapter 7 protection on
Aug. 11, 2004 (Bankr. C.D. Calif. Case No. 04-19357).  Norman L.
Hanover, Esq., at Reid & Hellyer, represents the Debtor in its
liquidation efforts.


B/E AEROSPACE: Moody's Up Ratings as Equity-to-Debt Ratio Improves
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of B/E
Aerospace, Inc.'s senior subordinated notes, to Caa2 from Caa3.
Also, the rating agency has confirmed B/E's Senior Implied and
Speculative Grade Liquidity ratings of B3 and SGL-2, respectively,
and has changed the rating outlook to positive.  In upgrading the
subordinated notes, Moody's considered that the actions the
company has taken to issue additional equity and reduce debt have
improved the recovery value of subordinated investors in the
company's capital structure.

The confirmation of the senior debt ratings and the outlook change
reflect Moody's belief that while the company continues to have a
significant debt burden, its overall business outlook is
improving, and future earnings and cash flow generation from its
expanded backlog of business combined with careful control of
working capital and capital expenditures should provide a basis
for improved financial metrics.  The SGL-2 Speculative Grade
Liquidity Rating continues to reflect Moody's expectation that B/E
Aerospace will maintain a good liquidity profile through internal
cash sources and committed credit availability.

As a leading provider of commercial aircraft interiors and
aerospace fasteners, B/E Aerospace experienced a significant
downturn in its business over the last several years, and weak
operating performance has resulted in modest levels of cash flow
generation relative to indebtedness.  Free cash flow has been
negative in each of the last few years, despite relatively modest
levels of reinvestment in the business for working capital and
capital expenditures.

Nevertheless, the company has continued to win important business
awards, including for interior elements of the Airbus A380
aircraft, and its backlog has grown to about $700 million as of
December 2004.  With new aircraft deliveries expected to increase
over the next several years, this backlog should enable the
company to demonstrate revenue growth and margin improvement, and
cash flow generation that better supports the company's level of
indebtedness.

The ratings continue to reflect the high degree of debt carried by
the company, and the effects that the substantial interest expense
have on the company's free cash flow generation.  The company
reported approximately $680 million of debt as of December 2004,
the majority of which comprised relatively high-coupon bonds.  On
a lease-adjusted basis, this represented about 7.3 times FY 2004
EBITDAR.  At $76 million, interest expense was substantial, and
was a major factor in the company's negative free cash flow
generation in FY 2004.

However, with the November 2004 repayment of the company's most
expensive subordinated notes - $200 million of 9.5% notes -
through about $154 million in proceeds from a 18 million share
offering as well as through use of cash balances, B/E Aerospace
has taken significant steps to reduce overall leverage, increase
its equity cushion, and, most importantly, improve free cash flow
and interest coverage.  This transaction alone improved the
company's EBIT/interest coverage from about 0.9 times (estimated
LTM December 2004) to about 1.2 times, pro forma the reduced
interest expense.

Going forward, Moody's notes that B/E Aerospace's backlog has
grown to about $700 million as of December 2004, which represents
a 40% increase over the prior year levels.  The rating agency
believes that this is illustrative of increased business
opportunities available to the company in the recovering
commercial aviation sector, which has materialized in the form of
increased contract levels, and should lead to revenue growth and
improvement in operating margins for B/E over the next few years.

However, Moody's remain cautious that the increase in business
activity could require near-term investments in working capital
and fixed assets, as the company strives to meet higher
contractual delivery levels in the near future.

The upgrade of B/E Aerospace's senior subordinated notes to Caa2
and senior unsecured issuer rating to B3, in line with Moody's
standard notching practice, reflects Moody's assessment that
expected recovery on subordinated debt under a default scenario
has improved.  This considers the expected recovery in the
company's profitability and cash flows over the near term as well
as the effects that B/E's Q4 2004 equity issuance and repayment of
subordinated debt has on the company's capital structure.

The Caa2 rating on B/E's senior subordinated notes, two notches
below the senior implied rating, continues to reflect the junior
claim of this class of debt to all existing and future senior
debt, including B/E's $175 million of senior unsecured notes and
the company's $50 million senior secured revolving credit facility
(not rated by Moody's).

The positive ratings outlook reflects Moody's expectations that
B/E Aerospace will grow its revenue base and improve margins over
the near term, returning the company to positive free cash flow
generation and lower leverage relative to its earnings.  Ratings
may be upgraded if the company were to continue to grow its
revenue base while improving operating margins, such that lease-
adjusted debt were to fall below 6 times EBITDAR, EBIT coverage of
interest were to exceed 1.5 times, and the company were to satisfy
production on its backlog of business without a significant use of
cash for capital spending and working capital requirements,
allowing for sustainable positive free cash flow generation over
the next two years.

Conversely, the ratings or the outlook would likely face downward
revision if lease-adjusted leverage were to remain at the current
7 times LTM EBITDAR levels, or if unanticipated working capital or
CAPEX requirements were to result in continue negative free cash
flow generation.

B/E Aerospace's SGL-2 speculative grade liquidity rating reflects
the company's good liquidity (cash and committed credit
availability), with a comfortable cushion to covenant levels in
its revolving credit facility, which was amended in 2004 to
provide less restrictive financial covenant requirements.  

The SGL rating also reflects stronger cash flow generation due to
expected improvements in operating results in FY 2005, as well as
the effects of the repayment of the $200 million of 9.5%
subordinated notes in the fourths quarter of 2004, which will
reduce interest expense by about $19 million annually.  
Furthermore, B/E Aerospace does not have any near-term debt
maturities that will place a significant call on liquidity.

The ratings upgraded are:

   * $250 million senior subordinated notes due 2008, to Caa2 from
     Caa3

   * $250 million senior subordinated notes due 2011, to Caa2 from
     Caa3

   * Senior unsecured issuer rating to B3 from Caa2.

The ratings confirmed are:

   * $175 million senior unsecured notes due 2010, rated B3

   * Senior implied rating of B3

   * Speculative Grade Liquidity Rating at SGL-2

Headquartered in Wellington, Florida, B/E Aerospace, Inc., is the
world's largest manufacturer of commercial and general aviation
cabin interior products and a major independent distributor of
aerospace fasteners.  The company had FY 2004 revenues of
$733 million.


BEAR ISLAND: Brant Allen's Plans Prompt S&P to Review Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on newsprint
producers, Bear Island Paper Co., LLC, and Stadacona, Inc., on
CreditWatch with positive implications.

For Bear Island Paper, Standard & Poor's placed on CreditWatch its
'B-' corporate credit and senior revolver ratings and 'CCC+'
senior unsecured rating.  

For Stadacona, the 'B' corporate credit and senior secured loan
ratings and 'B+' senior secured rating were put on CreditWatch.

"This rating action follows the announcement by Brant Allen
Industries, Inc., parent company of Bear Island, that it is
contemplating a restructuring that would bring Bear Island,
Stadacona, and F.F. Soucy, Inc., under the common control of
Brant-Allen," said Standard & Poor's credit analyst Dominick
D'Ascoli.

While details of the contemplated restructuring have not been
released, Standard & Poor's expects the resultant combined entity
would have a stronger credit profile than Stadacona or Bear Island
alone because of greater operating diversity and larger scale.
Standard & Poor's will resolve the CreditWatch action when details
regarding the restructuring are released.


BELDEN & BLAKE: Impending Default Prompts S&P to Review Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate
credit, 'BB-' first-lien senior secured debt, and 'CCC+'
second-lien senior secured debt ratings on Belden & Blake Corp on
CreditWatch with negative implications.

"The rating action follows the announcement that Belden & Blake
will not be able to provide the lenders in its credit agreement
with its reserve report as of Dec. 31, 2004, within the 60-day
period from year-end (March 1, 2005) stipulated in the covenants
of the facility," said Standard & Poor's credit analyst Paul B.
Harvey.  "If the reserve report is not provided by
March 31, 2005, Belden would be in default of the credit agreement
and its ISDA Agreement with J. Aron & Co., unless it receives
waivers," he continued.

If such an event occurred, an acceleration of the amounts under
the credit agreement or the termination of the ISDA Agreement
would create a default under the indenture for Belden & Blake's
$192 million senior secured notes.

Belden's reserve engineer, Wright & Company, Inc., informed Belden
that it could not meet the March 1 deadline, and would likely need
until March 15 to complete their work.  Per the credit agreement,
Belden & Blake will not be in default if the noncompliance is
corrected or waived within 30 days -- March 31, 2005.  Belden &
Blake's ISDA Agreement with J. Aron also contained a 60-day
reserve-reporting requirement, which has been waived until
March 31, 2005. If the reserve report is not provided in that
timeframe, Belden & Blake would need to seek waivers from both the
credit agreement and its ISDA Agreement with J. Aron.

Standard & Poor's will monitor the situation at Belden & Blake and
take rating actions as warranted.  


BFG INVESTMENTS LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: BFG Investments, LLC
        1616 East Griffin Parkway, PMB 110
        Mission, Texas 78572

Bankruptcy Case No.: 05-70173

Chapter 11 Petition Date: March 1, 2005

Court:  Southern District of Texas (McAllen)

Judge:  Richard S. Schmidt

Debtor's Counsel: Kelly K McKinnis, Esq.
                  612 Nolana Loop, Suite 240
                  McAllen, Texas 78504
                  Tel: (956) 686-7039
                  Fax: (956) 686-8261

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


BOMARITO'S LLC: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Bomarito's, LLC
        4601 Perkins Cove
        Memphis, Tennessee 38117

Bankruptcy Case No.: 05-22870

Chapter 11 Petition Date: February 24, 2005

Court:  Western District of Tennessee (Memphis)

Judge:  David S. Kennedy

Debtor's Counsel: John E. Dunlap, Esq.
                  The Waggoner Law Firm
                  1433 Poplar Avenue
                  Memphis, Tennessee 38104
                  Tel: (901) 276-3334

Total Assets: $1,601,000

Total Debts:    $938,318

Debtor's Largest Unsecured Creditor:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Shelby Company Trustee        Property Taxes             $18,107
P.O. Box 2751
Memphis, Tennessee 38101


CANTERBURY CONSULTING: Breaches Financial Covenant with Bank
------------------------------------------------------------
Canterbury Consulting Group, Inc. (NASDAQ:CITI) reported that on
Feb. 25, 2005, it notified its lender, Commerce Bank, N.A., that
it was in breach of a financial covenant associated with its
borrowing facility.  The Company violated the "cumulative
operating loss" codicil when it exceeded its loss threshold by
losing an additional $194,000 in December 2004.

The Company and the Bank had agreed to a maximum cumulative loss
limit of $1,050,000 for all periods after Nov. 30, 2003.  After
the December 2004 loss was recently calculated and reported to the
Bank the cumulative loss stands at $1,197,000 as of Dec. 31, 2004.

As a result of this breach, the Bank has reduced the maximum
borrowings allowed under the existing loan agreement to $750,000
from $1,500,000.  Also, the Company has also agreed to seek
another lender in order to pay off the existing line with the
Bank.  As of Feb. 28, 2005, the Company had $550,000 outstanding
against this facility.

Headquartered in Medford, New Jersey, Canterbury Consulting Group,
Inc., offers technology training for software brands such as
Adobe, Lotus, and Microsoft.


CATHOLIC CHURCH: Spokane Board Taps Riddell Williams as Counsel
---------------------------------------------------------------
Judge Williams authorizes the Official Committee of Tort
Claimants in the Diocese of Spokane's Chapter 11 case to retain
Riddell Williams P.S. as its legal counsel, nunc pro tunc to
January 1, 2005.

Additionally, Judge Williams authorizes Spokane and the U.S.
Trustee to disclose to Riddell Williams the items filed under
seal in the Diocese's Schedule F, Master Mailing List and other
sealed pleadings and documents.  Riddell Williams will use the
information to perform a conflicts check but will not publish or
otherwise disclose the information without further Court order.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CATHOLIC CHURCH: Spokane Wants Litigants Committee Disbanded
------------------------------------------------------------
The Diocese of Spokane asks the U.S. Bankruptcy Court for the
Eastern District of Washington to direct the U.S. Trustee to
disband the Committee of Tort Litigants appointed on February 2,
2005.  Tucson also wants the Court to reconstitute the Committee
of Tort Claimants appointed on December 23, 2004.

Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke &
Miller LLP, in Spokane, Washington, explains that no matter how
carefully tasks are allocated between the Committees, the
existence of two committees, whose expenses and attorney's fees
are paid from assets of Spokane's estate, will result in
duplication of work, an undue increase in administrative
expenses, and ultimately, will threaten the ability of the
Diocese to reorganize.

Mr. Paukert clarifies that Spokane does not seek to remove
members of Litigants Committee from involvement in the Chapter 11
case by serving as members of the Tort Claimants Committee
Claimants.  Spokane's request concerns the appointment of an
additional committee of unsecured creditors, not the selection of
specific members to a committee.

Mr. Paukert argues that appointment of a second committee was not
necessary to assure adequate representation of creditors.
Although the ability of a single committee to function, and
standing and desires of creditors in the case may vary widely,
the "formation of a creditors' committee is purposefully intended
to represent the necessarily different interests and concerns of
the creditors it represents."

Likewise, the nature of the Diocese's case alone does not
necessitate the continuation of two committees whose only
distinction is the filing of prepetition lawsuits.

The Diocese does not anticipate that the creditors represented by
the two committees will be classified separately or treated
differently under a plan of reorganization.  The factual
underpinning of the creditors' claims is exactly the same -
alleged abuse by priests or employees of the Diocese.  In fact,
the Diocese believes that separately classifying claimants
according to whether a particular claimant has or has not
initiated a prepetition lawsuit would violate Section 1122 of the
Bankruptcy Code.

Mr. Paukert points out that the two committees have retained
separate law firms, one from Seattle and one from Los Angeles.  
These firms charge as much as $400 per hour for their services.  
As the debtor, Spokane legally is responsible for the payment of
not only its own legal fees, but the fees incurred by any
official creditors' committees.

"The Spokane Diocese simply cannot afford to pay $400,000 each
month in administrative expenses," Spokane's Vicar General,
Father Steve Dublinski, tells Judge Williams.  "We believe that
the appointment of a second committee was well intentioned.  But
this development, with its profound financial ramifications,
threatens the very ability of the Diocese to reach a fair
resolution of the claims and to make it through the
Reorganization process."

Appointing a second committee is an extraordinary remedy, Mr.
Paukert continues.  Fairness, justice, and equity will be better
served for everyone by simply changing the composition of the
first committee.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CHASE COMMERCIAL: Fitch Puts Low-B Ratings on 3 Classes; Junks One
------------------------------------------------------------------
Fitch Ratings affirms Chase Commercial Mortgage Securities Corp.'s
commercial mortgage pass-through certificates, series 1997-2:

     -- $311.8 million class A-2 'AAA';
     -- Interest only class X 'AAA';
     -- $32.6 million class B 'AAA';
     -- $48.8 million class C 'AAA';
     -- $44.8 million class D 'AA-';
     -- $12.2 million class E 'A';
     -- $48.8 million class F 'BB';
     -- $6.1 million class G 'BB-';
     -- $12.2 million class H 'B';
     -- $8.1 million class I remains 'CCC'.

The $10.4 million class J certificates are not rated by Fitch.

The affirmations reflect the stable performance and increased
credit enhancements due to paydown and amortization.

As of the February 2005 distribution date, the pool's aggregate
collateral balance has been reduced by approximately 34%, to
$535.9 million from $814 million at issuance.  The certificates
are collateralized by 131 commercial and multifamily mortgages,
with concentrations in retail (33%) and multifamily (28%).  The
largest state concentrations are located in California (15%) and
New York (12%).

There are currently five loans (7.19%) being specially serviced.
The largest loan (2.48%) in special servicing is a real estate
owned -- REO -- limited-service hotel property located in
Sturbridge, Massachusetts.  The loan was transferred to special
servicing as a result of a monetary default.  The special servicer
is evaluating different options in order to maximize the value of
the property.

The second largest specially serviced loan (1.74%) is a
multifamily property located in Dayton, Ohio.  The loan
transferred to the special servicer in December 2004 due to
monetary default and is currently 90+ days delinquent.  An
appraisal of the property has been ordered and the borrower is
negotiating with the special servicer.

As the workout scenarios of the large percentage of specially
serviced loans becomes clearer, downgrades to some below
investment grade classes are possible.  Fitch will continue to
monitor this deal closely for any changes in the status of the
specially serviced loans.


CHESAPEAKE ENERGY: Moody's Reviews B3 Senior Ratings for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed Chesapeake Energy's Ba3 senior
implied and Ba3 senior unsecured note ratings on review for
upgrade.  The review would likely result in either an upgrade to
Ba2 with a stable outlook or in a confirmation of the existing
ratings while retaining a positive outlook.

In conducting its review for upgrade, Moody's will consider
Chesapeake Energy's organic capacity for and willingness to
deliver reduced leverage, yet still generate adequate growth; its
potential to grow funded proven developed (PD) reserves faster
than debt and faster than debt plus adjusted preferred stock; and
ongoing re-leveraging risk embodied in Chesapeake Energy's
acquisition and related funding activity.  Chesapeake Energy's
latitude to continue funding material acquisitions with adequate
levels of common equity will be discussed with Chesapeake Energy
management.

The review for upgrade is warranted principally due to the
cumulative reserve and production scale and diversification that
Chesapeake Energy management has amassed, funded, and integrated
in a rapid series of acquisitions over the last two years.  
Chesapeake Energy 's business risk has been substantially reduced
relative to its financial risk, especially in the current price
environment, and its hedging program provides strong price
visibility on the large minority of its 2005 production.

Chesapeake Energy's expansion effort has both intensified its
holdings and its basin knowledge in the Mid-Continent, it has
added other regions of potential growth, and it has retained a
durable PD reserve life.  The PD reserve life did fall from 8.1
years for 2003 to a still durable 7.8 years on annualized fourth
quarter 2004 production and year-end 2004 PD reserves.

Pro-forma for year-to-date 2005 acquisitions, Chesapeake Energy
now holds approximately 850 mmboe of proven reserves, of which
approximately 550 mmboe is PD reserves.  Moody's does observe that
Chesapeake Energy's leverage remains full, acquisition
releveraging risk remains significant, 2004 reserve replacement
costs were partially subsidized by the volume additions associated
with an expansion of proven undeveloped reserves from 26% of total
reserves to 34% of reserves, and further volume risk may reside in
the 25% of reserves that Chesapeake Energy continues to internally
engineer. Leverage could be reduced very modestly if CHK were to
monetize certain non-reserve assets.

Relative also to strong prevailing and anticipated natural gas
prices, the review for upgrade is also warranted by Chesapeake
Energy's combined unit operating, funding, and reserve replacement
costs (leveraged unit full cycle costs).  Though Chesapeake
Energy's associated reserve replacement costs have not been
competitive by historic asset market standards, those costs have
been sufficiently competitive relative to prevailing historically
expensive asset acquisition market conditions over the last two
years and to how other peers' costs have fared in that market.

Acquisition market prices have been driven by both the relative
scarcity of properties of traditional quality, by prevailing
strong prices, and by a very strong oil and gas price outlook.
Should oil and gas prices moderate, Moody's would expect
acquisition costs to also moderate.

Lastly, the review for upgrade is warranted by Chesapeake Energy's
comparatively low reinvestment risk profile.  Its large
diversified drilling inventory, fairly durable PD reserve life,
and ample internal cash flow with which to fund its drilling
program satisfactorily mitigate reserve replacement risk.

At year-end 2004, leverage on PD reserves remains full at $6.08/PD
BOE and $6.54/PD BOE including 50% of the convertible preferred
stock as debt.  These measures are up significantly from $5.35/PD
BOE and $6.06/PD BOE, respectively, at year-end 2003.

Leverage on daily production is up materially as well, rising from
$15,800 of debt per unit of daily production for fourth quarter
2003 to $17,490 of debt per unit of daily production in fourth
quarter 2004.  However, including 50% of convertible preferred
stock as debt, this figures moved up less aggressively, rising
from $19,950 per unit of daily production to $20,120 per unit of
daily production due to the conversion of two convertible
preferred issues to common stock.

At fourth quarter 2004 operating rates, Chesapeake Energy's total
unit full cycle costs are approximately $20.51/boe, consisting of
$5.34/boe of production costs, $1.54/boe of G&A expense (including
$16.4 million of capitalized G&A), $3.79/boe of interest expense
and preferred dividends, and, given the price environment, a
competitive $9.84/boe of three year average all-sources reserve
replacement costs.

Though the 2004 drillbit and acquisition cost components of three
year average reserve replacement costs benefited from the booking
a much higher proportion of higher risk proven undeveloped
reserves than in the past, reserve replacement costs would still
appear to be competitive in the absence of such additional volume
bookings.

On reported data, 2004 drillbit finding and development costs were
a competitive $7.03/boe and one-year all-sources reserve
replacement costs were a higher (though still competitive)
$10.43/boe (excluding capitalized interest and G&A) due to
acquisition activity in an up-cycle market.

Chesapeake Energy Corporation is headquartered in Oklahoma City,
Oklahoma.


COEUR D'ALENE: Names Top Executives for Bolivian Subsidiary
-----------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE; TSX: CDM) disclosed
the appointments of Jaime Villalobos as Executive Director, and
Americo Villafuerte, as General Manager, of Coeur Manquiri, the
wholly-owned Coeur subsidiary in Bolivia formed to operate the San
Bartolome silver mine.  Also, Coeur has assembled its team for the
construction of San Bartolome, which is expected to commence
production in 2006.

Mr. Villalobos is a former member of government and renown
consulting geologist who has been instrumental in the recognition
of San Bartolome as a world-class silver deposit.

Mr. Villafuerte, who will manage the operations at San Bartolome,
is a mining engineer and MBA with over 20 years experience in
mining, and has managed mines throughout South America for both
large U.S. and other international mining firms.

"Coeur is honored to have two such highly qualified and respected
members of the mining community to head our Coeur Manquiri
subsidiary and manage the future operations at this important
project, which will be the first modern silver project built and
operated in Bolivia, and a significant asset to the local and
national economies of that country," said Dennis E. Wheeler,
Chairman, President and Chief Executive Officer of Coeur d'Alene
Mines Corporation.  "We are proud to have them guiding this
project which is so important to Coeur and to Bolivia."

Coeur Manquiri is part of the Company's overall South American
operations, headed by Ray Threlkeld, President.  Leading the
construction of San Bartolome is Alan Wilder, Coeur's Senior Vice
President Project Development.

The mining team assembled by Mr. Wilder for the construction phase
of San Bartolome is headed by Thomas Turk, who has served as
project manager for major mines throughout the world.  Mr. Turk
will be Coeur's project manager for San Bartolome, monitoring and
managing the detailed engineering and procurement activities for
the project.  His work has previously included project management
for mining operations in Nevada, New Guinea, Peru and Bolivia for
U.S. mining firms, in a career that has spanned more than 40 years
and two-dozen different large-scale projects.  He will be assisted
by David Carmichael as construction manager, who will monitor and
manage construction activities at the site in Potosi, Bolivia.  
Mr. Carmichael, with 25 years experience, has also provided
construction management and engineering work to large-scale
projects in both North and South America.

Rounding out the initial construction team are Larry Kyle as
assistant construction manager, and Guy Morelli as project cost
control manager for both San Bartolome and Coeur's Kensington gold
project in Alaska.  Mr. Kyle and Mr. Morelli both bring more than
35 years of experience in their disciplines.  All will be employed
by Coeur's 100-percent owned subsidiary formed to construct and
operate San Bartolome.

Following construction, average annual production of approximately
8.3 million ounces of silver is expected during the first five
years of production at an expected cash operating cost of $3.50
per ounce.  The mine has an initial estimated mine life of 15
years.

Construction of the open pit milling operation and processing
facility is currently expected to cost approximately $135 million.  
Total reserves measure 123 million ounces of silver contained in
surface gravel deposits, or pallacos, which lend themselves to
simple, low-tech surface-mining techniques.  Additional mineral
resources also hold potential for future expansion.

San Bartolome is located near established industrial
infrastructure in the historically silver-rich area of Potosi,
Bolivia, where more than two billion ounces of silver have been
mined.  The building of the new mine represents the first modern,
large-scale silver project built in Bolivia, generating an
expected 500 local jobs during construction, and approximately 370
full-time jobs during operations.

The project will also establish a foundation, called Fundespo, to
assist in the development of new local industries, such as
silversmithing and tourism.

                        About the Company

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Coeur D'Alene Mines
Corporation and removed the ratings from CreditWatch, where they
were placed on June 1, 2004, with positive implications.

The outlook is stable. Coeur D'Alene, an Idaho-based silver and
gold mining company, currently has about $180 million in debt.


COLDWAVE SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Coldwave Systems, LLC
        Para Research Building
        85 Eastern Avenue
        Gloucester, Massachusetts 01930

Bankruptcy Case No.: 05-11369

Type of Business: The Debtor provides portable equipment for
                  ultra-low temperature (ULT) blast-freezing and
                  ULT shipping for sashimi-grade tuna and other
                  cargo.  See http://www.coldwavesystems.com/

Chapter 11 Petition Date: March 1, 2005

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: D. Ethan Jeffery, Esq.
                  Hanify & King PC   
                  One Beacon Street
                  Boston, MA 02108
                  Tel: 617-423-0400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Partner Express                            $173,850
Nihonbaschi Sunrise Building 13-10
2-Chome, Nihonbaschi, Chuo-Ku
Tokyo 103-0027, Japan

BOC Gases Wuhan                             $87,085
11F Liangyou Plaza No. 316
Xinhua Ave. Hankou District
Wuhan City, Hubei Province
China

BOZ AZ Gases                                $52,090
BOC Perth MC WA
Australia, 6817

BOC Gases USA                               $48,900

Linde France                                $29,919

Linde Plin d.o.o                            $26,952

Agencia Maritima Blazquez, S.A.             $24,776

Sampson & Associates                        $14,270

Citibank Advantage                          $13,923

Piper Alderman                              $13,193

TRT Ships Agency                            $11,046

Bank of America                             $10,835

DHL/Danzas Turkey                           $10,040

CRC                                          $9,250

Carburos Metalicos                           $9,239

ColdWave Australia PTY Ltd. Bank             $5,900

Blue Cross Blue Shield of MA                 $5,559

Tianjin Taiheng Gases                        $5,062

Carolina Shipping Co.                        $3,507

Carboxyque                                   $2,100


COMDISCO INC: Declares $13 Per Share Common Stock Dividend
----------------------------------------------------------
Comdisco Holding Company, Inc.'s (OTC:CDCO) Board of Directors has
declared a cash dividend of $13.00 per share on the outstanding
shares of its common stock, payable on March 24, 2005, to common
stockholders of record on March 14, 2005.  Comdisco Holding
Company has approximately 4 million shares of common stock
outstanding.  Comdisco Holding Company intends to treat the
dividend distribution for federal income tax purposes as one in a
series of liquidating distributions in complete liquidation of the
company.  Comdisco Holding Company cannot accurately predict the
timing and amount of any future dividend distributions, due to,
among other factors, its limited business purpose and declining
asset base.

                        About Comdisco

Comdisco filed for chapter 11 protection on July 16, 2001 (Bankr.  
N.D. Ill. Case No. 01-24795), and emerged from chapter 11  
bankruptcy proceedings on August 12, 2002.  The purpose of  
reorganized Comdisco is to sell, collect or otherwise reduce to  
money in an orderly manner the remaining assets of the  
corporation.  Pursuant to Comdisco's plan of reorganization and  
restrictions contained in its certificate of incorporation,  
Comdisco is specifically prohibited from engaging in any business  
activities inconsistent with its limited business purpose.   
Accordingly, within the next few years, it is anticipated that  
Comdisco will have reduced all of its assets to cash and made  
distributions of all available cash to holders of its common stock  
and contingent distribution rights in the manner and priorities  
set forth in the Plan.  At that point, the company will cease  
operations and no further distributions will be made.  John Wm.
"Jack" Butler, Jr., Esq., Charles W. Mulaney, Esq., George N.
Panagakis, Esq., Gary P. Cullen, Esq., N. Lynn Heistand, Esq.,
Seth E. Jacobson, Esq., Andre LeDuc, Esq., Christina M. Tchen,
Esq., L. Byron Vance, III, Esq., Marian P. Wexler, Esq., and
Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, represented Comdisco before the Bankruptcy Court.  Evan
D. Flaschen, Esq., and Anthony J. Smits, Esq., at Bingham Dana
LLP, served as Comdisco's International Counsel.


COMDISCO INC: Distributes Cash to Contingent Rights Holders
-----------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO) will make a cash payment
of $.1456 per right on the contingent distribution rights
(OTC:CDCOR), payable on March 24, 2005, to contingent distribution
rights holders of record on March 14, 2005.  Comdisco Holding
Company has approximately 152.3 million contingent distribution
rights outstanding.

The company also confirmed, as previously disclosed in its Form
10-Q for the fiscal quarter ended December 31, 2004, that on
Feb. 14, 2005, a distribution of approximately $23.9 million of
cash and associated stock was made to creditors in the bankruptcy
estate of Comdisco, Inc., from the disputed claims reserve.  The
entire amount was redistributed to general unsecured creditors in
a supplemental distribution.  After giving effect to the most
recent quarterly distribution and the dividend announced on
March 2, 2005, the present value of distributions to the initially
allowed general unsecured creditors in the bankruptcy estate of
Comdisco, Inc., is approximately $3.592 billion and the present
value recovery to general unsecured creditors is approximately 99
percent.  The remaining estimated disputed claim amount in the
bankruptcy estate of Comdisco, Inc. totals approximately
$59 million.

                  Contingent Distribution Rights
                      Effect on Common Stock
  
The plan of reorganization of the company's predecessor, Comdisco,
Inc., entitles holders of Comdisco Holding Company's contingent
distribution rights to share at increasing percentages in proceeds
realized from Comdisco Holding Company's assets after the minimum
percentage recovery threshold was achieved in May, 2003.  The
amount due contingent distribution rights holders is based on the
amount and timing of distributions made to former creditors of the
company's predecessor, Comdisco, Inc., and is impacted by both the
value received from the orderly sale or run-off of Comdisco
Holding Company's assets and on the resolution of disputed claims
still pending in the bankruptcy estate of Comdisco, Inc.

As the disputed claims are allowed or otherwise resolved, payments
are made from funds held in a disputed claims reserve established
in the bankruptcy estate for the benefit of former creditors of
Comdisco, Inc.  Since the minimum percentage recovery threshold
has been exceeded, any further payments from the disputed claims
reserve to former creditors of Comdisco, Inc., entitle holders of
contingent distribution rights to receive payments from Comdisco
Holding Company, Inc.  The amounts due to contingent distribution
rights holders will be greater to the extent that disputed claims
are disallowed.  The disallowance of a disputed claim results in a
distribution from the disputed claims reserve to previously
allowed creditors that is entirely in excess of the minimum
percentage recovery threshold.  In contrast, the allowance of a
disputed claim results in a distribution to a newly allowed
creditor that is only partially in excess of the minimum
percentage recovery threshold.  Therefore, any disallowance of the
remaining disputed claims would require Comdisco Holding Company,
Inc., to pay larger cash amounts to the contingent distribution
rights holders that would otherwise be distributed to common
shareholders.

                        About Comdisco

Comdisco filed for chapter 11 protection on July 16, 2001 (Bankr.  
N.D. Ill. Case No. 01-24795), and emerged from chapter 11  
bankruptcy proceedings on August 12, 2002.  The purpose of  
reorganized Comdisco is to sell, collect or otherwise reduce to  
money in an orderly manner the remaining assets of the  
corporation.  Pursuant to Comdisco's plan of reorganization and  
restrictions contained in its certificate of incorporation,  
Comdisco is specifically prohibited from engaging in any business  
activities inconsistent with its limited business purpose.   
Accordingly, within the next few years, it is anticipated that  
Comdisco will have reduced all of its assets to cash and made  
distributions of all available cash to holders of its common stock  
and contingent distribution rights in the manner and priorities  
set forth in the Plan.  At that point, the company will cease  
operations and no further distributions will be made.  John Wm.
"Jack" Butler, Jr., Esq., Charles W. Mulaney, Esq., George N.
Panagakis, Esq., Gary P. Cullen, Esq., N. Lynn Heistand, Esq.,
Seth E. Jacobson, Esq., Andre LeDuc, Esq., Christina M. Tchen,
Esq., L. Byron Vance, III, Esq., Marian P. Wexler, Esq., and
Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, represented Comdisco before the Bankruptcy Court.  Evan
D. Flaschen, Esq., and Anthony J. Smits, Esq., at Bingham Dana
LLP, served as Comdisco's International Counsel.


COMMERCE ONE: Wants Until Apr. 4 to File a Chapter 11 Plan
----------------------------------------------------------          
Commerce One, Inc. (n/k/a CO Liquidation, Inc.), and its debtor-
affiliate, Commerce One Operations, Inc. (n/k/a COO Liquidation,
Inc.), ask the U. S. Bankruptcy Court for the Northern District of
California for an extension, through and including April 4, 2005,
within which they alone can file a chapter 11 plan.  The Debtors
also ask the Court for more time to solicit acceptances of that
plan from their creditors, until June 3, 2005.

This is the Debtors' first request for an extension of their
exclusive periods.

The Debtors give the Court five reasons militating in favor of
their request to propose and file a chapter 11 plan without
interference from other parties-in-interest:

   a) since the Petition Date, the Debtors have been preoccupied
      in activities connected with their reorganization efforts,
      specifically the sale of substantially all of their assets
      for an aggregate sum of $19.6 million, which was approved by
      the Court and closed in Dec. 2004;

   b) the Debtors are still in the process of reviewing their
      remaining nonresidential real property leases and executory
      contracts to determine their importance to the Debtors'
      estates;

   c) the Debtors are still in the process of resolving their
      claims objection to a $26 million claim filed by Charles
      Mitelhaus, which is scheduled for hearing at the Court on
      April 1, 2005, and they are also still evaluating other
      claims filed in their chapter 11 case;

   d) the Debtors anticipate they will have sufficient funds in
      funding a proposed liquidating plan of reorganization and
      they are working with the Creditors Committee in formulating
      the proposed plan; and

   e) the Debtors are paying all their bills and other
      post-petition obligations as they become due.

Headquartered in San Francisco, California, Commerce One, Inc.
(n/k/a CO Liquidation, Inc.)-- http://www.commerceone.com/--  
provides software services that enable businesses to conduct
commerce over the Internet.  Commerce One, Inc., and its wholly
owned subsidiary, Commerce One Operations, Inc., filed for chapter
11 protection on Oct. 6, 2004 (Bankr. N.D. Calif. Case Nos. 04-
32820 and 04-32821).  Doris A. Kaelin, Esq., and Lovee Sarenas,
Esq., at the Murray and Murray, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed $14,531,000 in total assets and $12,442,000 in total
debts.  As of December 2, 2004, Commerce One estimates that its
liabilities owed to creditors total approximately $9.7 million,
including approximately $5.1 million owed to ComVest.  The Company
expects that total liabilities will continue to increase over
time.


DAW TECHNOLOGIES: Court Approves Amended Disclosure Statement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah approved the
Amended Disclosure Statement prepared by DAW Technologies, Inc. to
explain the Amended Plan of Reorganization the Company and its
Official Committee of Unsecured Creditors have proposed.  

The Court determined that the Amended Disclosure Statement
contains the right amount of the right kind of information
necessary for creditors to make informed decisions when they vote
on the Plan.  

The Debtor sold substantially all of its assets to Dawtech
Acquisition, LLC, on Dec. 19, 2003.  The Debtor's estate now
consists of:

   * $24,049 cash,

   * shares of stock in DAW Technologies (France)

   * the right to receive 40% of any prepetition VAT tax refunds
     from:

     -- the Israeli government for the years 1997, 1998 and 1999,
        and

     -- Italy for the year 1998;

     which the Debtor estimates will total $240,00 to $280,000;
     and
   
   * the Company's corporate records.  

After all administrative and secured claims are paid, the
remaining Debtor's assets will be transferred to Creditors' Trust
for distribution to holders of unsecured claims.  F. Ray Hawkins,
formerly the Debtors' Human Resources Director, has agreed to
serve as trustee for the Creditors' Trust.  

The Honorable Judith A. Boulden will consider confirmation of the
Plan on March 17, 2005.

DAW Technologies, Inc., designs and installs clean rooms for the
semiconductor, pharmaceutical and medical industries.  The Company
filed for chapter 11 protection on March 10, 2003 (Bankr. Utah
Case No. 03-24088).  Peter W. Billings, Jr., Esq., at Fabian &
Clendenin represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $6,626,240 in total assets and $9,947,612 in total debts.


DB COMPANIES: Court Okays Asset Sale Procedures  
-----------------------------------------------
DB Companies, Inc., and its debtor-affiliates sought and obtained
approval of uniform bidding procedures from the U.S. Bankruptcy
Court for the District of Delaware governing the proposed sale of
Store No. 762 located in Quinnipiac Avenue in North Haven,
Connecticut.  

Matrix Capital Markets Group, Inc., the Debtors' investment
banker, negotiated the sale of the store.  The highest offer, for
$900,000, came from Patel.

The court-approved bidding procedures allow the Debtors to solicit
competing bids.  Any competing bid must be submitted no later than
4:00 p.m. on March 17, 2005, to:

              Partridge Snow & Hahn LLP
              Attn: James H. Hahn
              180 South Main Street
              Providence, Rhode Island 02903
              Fax: 401-861-8210
              E-mail: jhh@psh.com

              and copies must be delivered to:

              Cohn & Whitesell LLP
              Attn: Daniel C. Cohn
              101 Arch Street
              Boston, Massachusetts 02110
              Fax: 617-951-0679
              E-mail: cohn@ckmw.com

              Matrix Capital Markets Group, Inc.
              Attn: Thomas E. Kelso
              100 South Charles Street, Suite 1350
              Baltimore, Maryland 21201
              Fax: 410-727-1405              
              E-mail: tkelso@matrixcapitalmarkets.com

              Whiteford, Taylor & Preston, LLP
              Attn: Brent Strickland
              Seven St. Paul Street
              Baltimore, Maryland 21202
              Fax: 410-625-7510
              E-mail: bstrickland@wtplaw.com

              Mesirow Financial Consulting, LLC
              Attn: Stephen Darr
              99 High Street
              Boston, Massachusetts 02110
              Fax: 617-988-0808
              E-mail: sdarr@mesirowfinancial.com

If competing bids are received, an auction will take place on
March 22, 2005, at 10:00 a.m., at the Debtors' corporate
headquarters located at 25 Concord Street in Pawtucket, Rhode
Island.  

Objections to the proposed sale, if any, must be filed by March 17
at 4:00 p.m.  

The Debtors ask the Court to schedule a sale hearing to approve
the sale of the store to the highest and best bidder at 11:00 a.m.
on March 24, 2005.

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.


DURA AUTOMOTIVE: Senior Secured Lenders Relax Financial Covenants
-----------------------------------------------------------------
DURA Automotive Systems, Inc. (Nasdaq:DRRA), has completed an
amendment to its senior secured revolving credit facility.  "The
amendment ensures DURA covenant relief over the next six quarters
and will provide the company with significantly improved
liquidity," the Company said in a press release.   

The Lenders agree to allow the Company's:

    (a) Total Debt to EBITDA Ratio to be something higher than
        5.0:1.0;

    (b) Senior Leverage Ratio to be exceed 2.5:1.0 by some amount;
        and

    (c) Interest Coverage Ratio to fall below 2.0:1.0.  

DURA AUTOMOTIVE SYSTEMS, INC., as Parent Guarantor, and DURA
OPERATING CORP., TRIDENT AUTOMOTIVE LIMITED, DURA HOLDING GERMANY
GMBH, DURA AUTOMOTIVE SYSTEMES EUROPE S.A., DURA AUTOMOTIVE
SYSTEMS (CANADA), LTD., as Borrowers, are parties to a
U.S.$323,125,000 AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of March 19, 1999, as amended and restated as of October 31, 2003,
under which BANK OF AMERICA, N.A., serves as Collateral Agent and
Syndication Agent, THE BANK OF NOVA SCOTIA, BARCLAYS BANK PLC,
COMERICA BANK, STANDARD FEDERAL BANK, N.A., U.S. BANK NATIONAL
ASSOCIATION, and WACHOVIA BANK, N.A., serve as Co-Documentation
Agents, and JPMORGAN CHASE BANK, serves as Administrative Agent.  
As of Oct. 31, 2003, the members of the Lending Consortium were:

     * JPMORGAN CHASE BANK     
     * BANK OF AMERICA, N.A.
     * THE BANK OF NOVA SCOTIA
     * COMERICA BANK
     * STANDARD FEDERAL BANK N.A.
     * U.S. BANK, NATIONAL ASSOCIATION
     * WACHOVIA BANK, N.A.
     * BARCLAYS BANK PLC and
     * FIFTH THIRD BANK, EASTERN MICHIGAN.

                        About the Company

DURA Automotive Systems, Inc. -- http://www.duraauto.com/-- is  
the world's largest independent designer and manufacturer of
driver control systems and a leading global supplier of seating
control systems, engineered assemblies, structural door modules
and integrated glass systems for the global automotive industry.  
The company is also a leading supplier of similar products to the
North American recreation and specialty vehicle markets.  DURA
sells its automotive products to every North American, Japanese
and European original equipment manufacturer (OEM) and many
leading Tier 1 automotive suppliers.  DURA is headquartered in
Rochester Hills, Mich.  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 3, 2005,
Moody's Investors Service downgraded certain ratings for Dura
Operating Corp., its direct parent Dura Automotive Systems, Inc.,
and subsidiary Dura Automotive Systems Capital Trust.  The outlook
following these rating actions was changed to stable from
negative.

The rating actions were driven by Dura Automotive's persistently
high leverage, which Moody's determined to be inconsistent with
peers at the Ba3 senior implied level, together with the company's
inability to realize material debt reduction over the past year
and its weakening effective liquidity, margin compression, and
long lead times necessary to realize organic net new business
growth.

The specific rating actions implemented for Dura Holdings and Dura
Operating are:

   -- Affirmation of the Ba3 rating assigned for Dura Operating's
      approximately $322 million of guaranteed senior secured
      credit facilities, consisting of:

   -- $175 million revolving credit facility due October 2008;

   -- $146.6 million remaining term loan C due December 2008;

   -- Downgrade to B2, from B1, of the ratings for Dura's existing
      $400 million of 8.625% guaranteed senior unsecured notes due
      April 2012 (consisting of $350 million and $50 million
      tranches, respectively);

   -- Downgrade to B3, from B2, of the ratings of Dura's $456
      million of 9% guaranteed senior subordinated notes due May
      2009;

   -- Downgrade to B3, from B2, of the rating for Dura's Euro 100
      million of 9% guaranteed senior subordinated notes due May
      2009;

   -- Downgrade to Caa1, from B3, of the rating for Dura
      Automotive Systems Capital Trust's $55.25 million of 7.5%
      convertible trust preferred securities due 2028;

   -- Downgrade to B1, from Ba3, of the senior implied rating for
      Dura Holdings;

   -- Affirmation of the B2 senior unsecured issuer rating for
      Dura Holdings;

   -- Downgrade to SGL-3, from SGL-2 of Dura Holdings' speculative
      grade liquidity rating.

The rating downgrades reflect that Dura Automotive was
unsuccessful at achieving meaningful debt or leverage reduction
over the past year, despite successful implementation of several
actions directed at improving the company's near-term cost
structure and future revenue and margin base.


EAGLEPICHER INC: Lenders Say EBITDA Must Top $5 Million in May
--------------------------------------------------------------
EaglePicher Holdings, Inc., and EaglePicher Incorporated disclosed
that EPI has entered into a forbearance agreement with its credit
agreement lenders.  Pursuant to this agreement, the lenders agreed
to forbear from exercising any remedies as a result of EPI's
previously announced covenant noncompliance under its credit
agreement through June 10, 2005, and to continue funding EPI's
revolving credit facility through that date in its full amount of
$125 million, provided that no new defaults occur.  In connection
with this forbearance agreement, Granaria Holdings B.V. and ABN
AMRO Participaties B.V., which collectively control 100% and
beneficially own approximately 84% of EP Holdings' common stock,
purchased a $12,187,500 junior participation in EPI's revolving
credit facility, the amount of EPI's March 1, 2005 interest
payment on its 9.75% Senior Notes due 2013.  Granaria also agreed
to defer payment on its $1.75 million annual management fee
through June 10, 2005.

EPI continues to have use of its receivables securitization
program and expects to enter into a forbearance agreement in the
near future pursuant to which the receivables purchaser will agree
to continue funding this program through June 10, 2005, provided
no new defaults occur.

The credit agreement forbearance agreement contains a covenant of
minimum monthly earnings before interest, taxes, depreciation and
amortization as defined in the forbearance agreement.  
Specifically, EaglePicher must report Monthly Adjusted EBITDA
that's no less than:

           For the Month Ended     Minimum Adjusted EBITDA   
           -------------------     -----------------------
           March 31, 2005                 $4,300,000   
           April 30, 2005                 $4,400,000   
           may 31, 2005                   $5,100,000

This covenant is in lieu of the three financial covenants in the
credit agreement of which EPI is currently not in compliance.  

EPI also agreed to an increase of 1-1/4 percentage points in the
interest rate for the term loan and 3/4 of a percentage point in
the interest rate for the revolving facility under the credit
agreement.  Additionally, EPI agrees to limit capital expenditures
to $10 million from February 28 through June 10, 2005.

Harris Trust And Savings Bank serves as the Administrative Agent
for an unidentified consortium of lenders that includes Harris.  

EaglePicher paid the Lenders a $500,000 forbearance fee.

EPI intends to make the scheduled semi-annual interest payment on
its 9.75% Senior Secured Notes due 2013 on March 1, 2005.

EaglePicher has filed an extension for the filing of its Annual
Report on Form 10-K with the U.S. Securities and Exchange
Commission.  EaglePicher expects to file its 10-K no later than
March 15, 2005.

EPI may need to negotiate an extension of the credit agreement
forbearance agreement (and the accounts receivable securitization
forbearance agreement if obtained as expected) or an amendment of
the underlying agreements on or before June 10, 2005.  EaglePicher
continues to evaluate possible divestitures of business units or
other assets in order to reduce its debt, as well as various other
financing alternatives.

EaglePicher's net loss for the fiscal year ended Nov. 30, 2004,
will be approximately $25 million if no goodwill impairment charge
is required to be recorded for its Hillsdale segment, and could be
up to approximately $60 million if all $35 million of goodwill
related to its Hillsdale segment is impaired, compared to a net
loss applicable to common shareholders of $9.4 million in 2003.  
The increase in its net loss is primarily the result of reduced
operating performance at its Hillsdale segment, start-up operating
losses to support a joint venture in its Commercial Power segment,
insurance gains recorded in 2003, and a possible impairment of its
Hillsdale segment's goodwill which might be recorded in 2004.

                        About the Company

EaglePicher Incorporated -- http://www.eaglepicher.com/-- founded  
in 1843 and headquartered in Phoenix, Arizona, is a diversified
manufacturer and marketer of innovative, advanced technology and
industrial products and services for space, defense,
environmental, automotive, medical, filtration, pharmaceutical,
nuclear power, semiconductor and commercial applications
worldwide.  The company has 3,900 employees and operates more than
30 plants in the United States, Canada, Mexico and Germany.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 14, 2005,
Moody's Investors Service downgraded the ratings for both
EaglePicher Incorporated and parent EaglePicher Holdings, Inc., in
connection with the company's Dec. 27, 2004, announcement that it
is once again revising downward earnings guidance for fiscal year
2004.

EaglePicher additionally stated that in the event that actual
performance falls at the low end of the company's revised EBITDA
range, potential now exists for non-compliance with certain
financial covenants under its credit agreement and accounts
receivable securitization facilities by as early as the quarter
ended Nov. 30, 2004. Moody's also revised the outlooks for both
rated entities to negative, from stable.

EaglePicher's latest revised guidance was announced only days
after the Dec. 13, 2004, execution of amendments to its credit
agreement and accounts receivable securitization facility which
materially modified the financial covenants in those agreements
for the quarter ended Nov. 30, 2004, and subsequent quarters
through the maturity of those agreements. These amendments were
expected to ensure EaglePicher's ongoing liquidity and increase
the company's operating flexibility.

The rating actions taken:

   -- Downgrade to Caa1, from B3, of the rating for EaglePicher
      Inc.'s $250 million of 9.75% guaranteed senior unsecured
      notes due September 2013;

   -- Downgrade to B3, from B2, of the ratings for EaglePicher
      Inc.'s $275 million of guaranteed senior secured bank credit
      Facilities consisting of:

   -- $125 million revolving credit facility due August
      2008;

   -- $150 million ($142.8 million remaining) term loan B
      due August 2009;

   -- Downgrade to C, from Ca, of the rating of EaglePicher
      Holdings' $166.9 million current balance (including dividend
      accretion) of 11-3/4% cumulative redeemable exchangeable
      preferred stock mandatorily redeemable during March 2008;

   -- Downgrade to B3, from B2, of EaglePicher Holdings' senior
      implied rating; and

   -- Downgrade to Caa3, from Caa2, of EaglePicher Holdings'
      senior unsecured issuer rating.


EL PASO CORP: S&P Rates Proposed $200M Senior Unsec. Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to El
Paso Corp.'s subsidiary Colorado Interstate Gas Co.'s planned
$200 million senior unsecured notes.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit ratings on El Paso and its subsidiaries and revised the
outlook on the companies to stable from negative.

The outlook revision reflects El Paso's progress on restructuring
its business and the company's improved liquidity ahead of large
debt maturities in the next three years.

"The stable outlook reflects the expectation that El Paso will
continue to address adequately the company's operational and
financial issues," said Standard & Poor's credit analyst Ben
Tsocanos.

"Although liquidity is not an immediate concern, El Paso will
struggle to produce enough cash flow to barely cover its debt
service as it tackles the challenges in its plan," said Mr.
Tsocanos.

El Paso has closed or announced assets sales over the last 18
months including oil refining business, much of its domestic power
operations, its ownership of GulfTerra Energy Partners L.P., and
certain noncore exploration and production and pipeline assets.

The sales have yielded about $4 billion of proceeds, well within
management's projected range.  The sales are an important step
toward streamlining El Paso's business and building adequate
liquidity to meet looming debt maturities.

Although the majority of the sales are complete, incremental
sales, including power generation plants in Asia, are being
considered.  Once the divestitures are accomplished, El Paso will
concentrate on two primary businesses, natural gas pipelines and
E&P.


EXIDE TECHNOLOGIES: Has Until Aug. 29 to Object to Claims
---------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended Exide Technologies and its debtor-affiliates' Claims
Objection Bar Date through and including Aug. 29, 2005.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, explained that the
extension will provide the Debtors with necessary time to continue
to evaluate the Claims filed against the estate, prepare and file
additional objections and, where possible, consensually resolve
the Claims.

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. 62; 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.

Lawrenceville, New Jersey-based Exide has pro forma total debt,
including the present value of operating leases, of about
$750 million. The rating outlook is negative.


FAYE FOODS INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Faye Foods, Inc.
        dba Krystal
        645 Laconia Road
        Somerville, Tennessee 38068

Bankruptcy Case No.: 05-23072

Type of Business: The Debtor is a Krystal restaurant franchisee.

Chapter 11 Petition Date: February 28, 2005

Court:  Western District of Tennessee (Memphis)

Judge:  Jennie D. Latta

Debtor's Counsel: Randall J. Fishman, Esq.
                  George W. Emerson, Esq.
                  Ballin, Ballin & Fishman, P.C.
                  200 Jefferson Avenue, Suite 1250
                  Memphis, Tennessee 38103
                  Tel: (901) 525-6278
                  Fax: (901) 525-6294

Total Assets: $0 to $50,000

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
KABB Partnership                 Rent on 1730 North     $231,000
212 East Court Street            Germantown Parkway
Dyersburg, TN 38024

Faye Stiles                                             $130,000
645 Laconia Road
Somerville, TN 38068

US Foodservice                   Food purchases         $104,967
2850 Highway 80 West
Montgomery, AL 361040117

The Krystal Company              Past Due Royalties      $66,614
One Union Square                 as of 2/20/2005 &
Chattanooga, TN 37402            1% of advertising

The Kystal Coops of Memphis      Advertising             $52,609
c/o Jones, McKnight &
Edmonson, P.C.
1429 Business Center Drive
Conyers, GA 30094

Central Leasing Corporation      Remodeling of 6780      $43,859
Attn: Brient Mills               Stage Road,
205 Powell Place                 Bartlett, TN
Brentwood, TN 37027

Tennessee Department of Revenue  Sales Tax               $32,274
Andrew Jackson State
Office Building
500 Deaderick Street
Nashville, TN 37242

ATM Lenders LLC                  ATM machines            $32,000
2483 East Orangethorpe Avenue
Fullerton, CA 92831

Bob Patterson, Trustee           2003 and 2004 Real      $26,618
Shelby County Trustee            Estate Taxes, 1730
Post Office Box 2751             Germantown,
Memphis, TN 381012751            Cordova, TN

Treasurer, City of Memphis       2003 and 2004 City      $20,192
Post Office Box 185              Taxes
Memphis, TN 381010185

CocaCola Financial Corporation   Equipment               $13,901
c/o GlobalTech Financial LLC
2839 Paces Ferry Road, Suite 810
Atlanta, GA 30339

Tennessee Department of Revenue  Franchise and           $12,967
Andrew Jackson State             Excise Tax
Office Building
500 Deaderick Street
Nashville, TN 37242

Bob Patterson, Trustee           2004 Real Estate        $11,884
Shelby County Trustee            Taxes, 1688
Post Office Box 2751             Sycamore View,
Memphis, TN 381012751            Memphis, TN

Bob Patterson, Trustee           2004 Real Estate        $11,315
Shelby County Trustee            Taxes, 6780 Stage
Post Office Box 2751             Road, Bartlett, TN
Memphis, TN 381012751

City of Germantown               2004 City Taxes         $10,649
1930 South Germantown Road       2016 Germantown
Post Office Box 38809            Road South,
Germantown, TN 381830809         Germantown, TN

Flowers Foods                    Food supplies and       $10,239
FBC of Batesville LLC            bread
1223 South Saint Louis Street
Batesville, AR 72501

Super Market Specialties, Inc.   Repairs to equipment     $5,301
c/o Gary E. Veazey, Attorney
780 Ridge Lake Boulevard, #202
Memphis, TN 38120

Venture Construction Company     Krystal Remodel          $5,025
Attn: Blake Mull                 6780 Stage Road,
Assistant Vice President         Bartlett, TN
Post Office Box 4175
Norcross, GA 300914175

BellSouth                        Telephones for all       $4,821
Post Office Box 105262           5 locations 7559820
Atlanta, GA 303485262            and 4760086

Treasurer, City of Memphis       1688 Sycamore            $4,814
Post Office Box 185              View
Memphis, TN 381010185


FINLAY FINE: Moody's Pares Rating on $200MM Sr. Unsec. Notes to B2
------------------------------------------------------------------
Moody's Investors Service affirmed the senior implied rating of
Finlay Fine Jewelry Corporation, but downgraded the company's
$200 million senior unsecured notes rating to B2, and changed the
rating outlook to negative from stable.

The downgrade of the senior notes reflects Moody's expectation
that usage under the senior secured revolver will increase given
Finlay Fine's possible acquisition of Carlyle, as well as Moody's
expectation that Finlay will continue to explore other
possibilities to maintain top line sales which could also result
in higher bank usage.  

The change in outlook reflects the possible negative impact on
Finlay Fine's business of the proposed acquisition of The May
Department Stores Company, a significant Finlay customer, by
Federated Department Stores, Inc.  The combination of May and
Federated could well result in the closure of some of the stores
served by Finlay.

Approximately 481 or 50% of the leased jewelry departments that
Finlay Fine Jewelry currently operates are with May.  In addition,
Finlay operates leased departments in about 113 of Federated's
stores.  The negative outlook reflects the expectation that any
eventual store closures could reduce Finlay's operating earnings
over the next eighteen months and lead to weakening credit
metrics.  In addition, the negative outlook reflects the
possibility that Federated could at some point choose to self-
operate May's jewelry departments, given that Federated currently
manages its own jewelry business in its Macy's legacy stores.

While Federated has not announced its intentions for the leased
jewelry departments to be acquired upon combination with May,
Federated has said that it is likely to ultimately convert most of
May's regional department store chains to the Macy's banner.
However, given the lease expiration dates, the size of the May
leased jewelry department business, and other initiatives that may
be a higher post-acquisition priority for Federated, Moody's
believes that such a decision is unlikely to be made in the
immediate future.

Finlay Fine's ratings consider its dominant position as the
largest operator of leased jewelry departments in department
stores, its variable cost structure, and the low capital
investment needed to open new departments.  The ratings also
reflect strong free cash flow for the rating category and
management's historic ability to react to changes in host
department store policies, including store closings or a change to
self-operated departments.  The rating also encompasses the
favorable industry and demographic trends and the company's
experienced and stable management team.  

The ratings take into account the risks and the benefits to the
partnership relationship with the department stores.  Finlay Fine
has the benefit of not assuming any of the credit risk of the
ultimate consumer as this is borne by the department store hosts.
However, it is vulnerable to changes in the department store
hosts' strategies toward leasing versus self-operating jewelry
departments, as well as ongoing rationalization of the department
store chains.  The ratings are constrained by Finlay's low fixed
charge coverage, high leverage, significant sales concentration to
two department store hosts (May accounts for 55% of sales and
Federated 18%), the discretionary and self-promotional nature of
self-buy and gift jewelry, as well as the competition from other
retail channels.

The senior unsecured notes and issuer rating are notched down by
one from the senior implied to reflect their subordination to the
$225 million senior secured revolving credit facility, as well as
Moody's expectation that usage under this facility will increase.
The increase in usage under the revolving credit facility will
likely result in lower asset coverage available to the
noteholders.

Given the negative outlook, an upgrade is highly unlikely.  The
outlook could stabilize should the company diversify from its
reliance on its department store hosts or should Federated choose
to allow Finlay Fineto continue to manage the leased jewelry
departments in May post-acquisition.  Ratings could be downgraded
if Federated decides to convert the May stores to self-operated
jewelry departments.  In addition, ratings could be downgraded
should operating performance deteriorate such that free cash flow
to total debt falls below 6%.

The rating affirmed is:

   * Senior implied at B1.

The ratings downgraded are:

   * Senior unsecured issuer rating to B2 from B1;

   * $200 million senior unsecured notes to B2 from B1.

Finlay Enterprises, Inc., headquartered in New York City, is a
holding company whose primary asset is the stock of Finlay Fine
Jewelry Corporation.  Finlay Fine Jewelry operates 962 leased
jewelry departments in major retailers.  For the year ended
January 2005, revenues were $923.8 million.


FINLAY FINE: S&P May Slice Ratings After Federated-May Merger
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Finlay
Fine Jewelry Corp., including its 'BB-' corporate credit rating on
CreditWatch with negative implications.  The rating action
reflects Standard & Poor's concern over Finlay's business
prospects following the recently announced merger between May
Department Stores Co. (BBB/Watch Neg/--) and Federated Department
Stores, Inc. (BBB+/Watch Neg/--).  Finlay currently derives more
than 50% of its sales from May Department Stores and about 18% of
sales from Federated Department Stores.

"Upon the completion of the merger, Finlay's corporate credit
rating is likely to be lowered by one notch, to 'B+'.  The outlook
will depend on our review of Finaly's financial policy, its
efforts to diversify its business and any decisions made by
Federated Department Stores during the period regarding its plans
for the combined company's jewelry business," said Standard &
Poor's credit analyst Ana Lai.

Standard & Poor's believes that the merger between Finlay's two
largest customers increases Finlay's business risk.  Finlay's
customer concentration further increases -- the merged entity will
account for more than 70% of total sales.  Given the high revenue
concentration, Finlay could have reduced bargaining power,
pressuring profitability as leases renew.  More critically, Finlay
is vulnerable to potential store closings arising from the
rationalization of the merged company's store base, as well as the
assumption of jewelry department operations by host department
stores as the merged entity seeks to achieve synergies.  In
January 2004, Federated Department Stores terminated Finlay's
lease in the Burdines Department Store division due to the
consolidation of the Burdines and Macy's fine jewelry departments.   
The termination of the lease resulted in the closure of 46 Finlay
Departments in the Burdines Department Store division, which
represented about $55 million in sales in 2003.  Although Finlay
has had long-standing relationship with most of its host store
groups, its leases average less than five years.  Therefore,
depending on Federated Department Stores' jewelry strategy,
Finlay's business could be under increasing pressure as its leases
with the combined company mature.


FRASER PAPERS: Moody's Rates Planned $150M Sr. Unsec. Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Fraser Papers
Inc.'s proposed $150 million senior unsecured note issue.  At the
same time, Moody's assigned a senior implied rating of B2, an
issuer rating of Caa1 and a speculative grade liquidity rating of
SGL-3.  The rating outlook is stable.  This is the first time that
Moody's has rated the debt of Fraser Papers.

The B2 senior implied rating reflects Fraser Papers' weak earnings
performance over the past few years, its historically weak cash
flow, and its disparate collection of assets in a number of pulp
and paper and lumber segments.  The rating also considers the
susceptibility of the company to cyclicality in the forest
products industry, the impact of changes in the U.S./Canadian
dollar exchange rate and exposure to higher raw material costs.

The rating favorably reflects the company's position in its niche
markets and its recent and anticipated cost cutting initiatives
and asset rationalizations, which should enable the company to
generate positive EBIT in 2005.  The proceeds of the note issue
will be used to repay existing debt ($40 million at
Dec. 31, 2004), buy out operating leases ($65 million) and cover
transaction expenses ($4.5 million).

Fraser Papers was spun out of Norbord in July 2004, and competes
principally in the pulp and paper segment, operating 14 paper
machines at 5 paper and pulp mills in the U.S. and Canada.  The
company's 735,000 tonnes of annual paper making capacity is
focused in Uncoated Freesheet (66%) and Uncoated Mechanical Papers
(22%).  Its market pulp capacity is 355,000 tonnes.  It also
produces softwood dimension lumber at 4 sawmills, 2 each in the
U.S. and Canada, owns 1 million acres of timberland in New
Brunswick and Maine, and controls 1.3 million acres of Crown
timberland licenses in New Brunswick.

The company also operates, through a management agreement, two
paper mills and one pulp mill at Katahdin Paper Company -- KPC.
Fraser Papers has an option to buy KPC, which has paper making
capacity of 465,000 tonnes.  If acquired, KPC would substantially
increase Fraser Papers paper making capacity.  KPC, however, is
also in a turnaround situation, with negative EBITDA of $18
million in 2004.  Moody's anticipates that if KPC is acquired, it
will be financed largely with cash and other available liquidity,
in which case the rating will not be impacted.

Fraser Papers' EBIT margin has averaged negative two percent over
the last four years as a combination of weak markets, high cost
mills, a strong Canadian dollar and high input costs (principally
energy and fiber) have negatively impacted the company.  The
company's debt protection measurements are weak.  The ratio of
debt to EBITDA at December 31, 2004, proforma for the $150 million
note issue and repayment of existing debt and leases, is 7.5
times.  Adding the company's $108 million unfunded pension
liability and L/C's of $32 million to debt increases the ratio to
more than 15 times.

Pro forma EBITDA to interest is 1.7 times (assuming an 8% interest
rate on the $150 million note issue).  These ratios should improve
in 2005 as the company benefits from the recent sale of its Park
Falls operation ($8 million negative EBITDA in 2004) and
significant headcount reductions in the 4th quarter of 2004 and,
later in 2005, reduces the annual cost of servicing its operating
leases.  Fraser Papers, on average, has not been able to generate
positive free cash flow through the commodity price cycle.

The company will therefore depend on an as yet unproven ability to
generate cash flow to service its proposed note issue.  While the
cost reduction initiatives that have been made or are planned are
expected to improve cash flow generation, there are execution
risks that may negate their effectiveness.  However, given the
availability of latent value for certain non-paper-making assets,
Moody's believes there are sufficient alternative sources of cash
flow to service debt.

The company's paper and pulp businesses are small players
operating in competitive sectors that continue to have excess
market capacity.  Meaningful improvements in operating income
beyond those derived from identified cost reduction initiatives
will depend on a sustained period of higher market prices, which
Moody's does not view as likely, and from additional cost
reductions.

The stable outlook assumes an improvement in operating performance
resulting from, at a minimum, the cost cutting and asset
rationalization activities.  The rating could be lowered or the
outlook changed to negative if the company suffers further erosion
in its operating earnings and cash flow or if it undertakes debt
financed acquisitions.  The outlook could be changed to positive
if the company is able to demonstrate that its cost base has
improved to the point that it can consistently generate positive
free cash flow.

The SGL-3 speculative grade liquidity rating reflects the
company's adequate liquidity.  As of the closing of the note issue
the company will have $18 million of undrawn capacity under its
$50 million revolver and cash on hand of $40 million.  However,
its liquidity cushion could be significantly eroded if it
exercises its option to purchase KPC.

Fraser Papers, Inc., is engaged in the pulp and paper and lumber
segments of the forest products industry and had sales of
$996 million for the fiscal year ended December 31, 2004.  Fraser
Papers is headquartered in Toronto, Canada.


FRASER PAPERS: S&P Places B Rating on $150M Senior Unsec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' foreign
currency and local currency long-term corporate credit ratings to
specialty paper producer Fraser Papers, Inc.  At the same time,
Standard & Poor's assigned its 'B' rating to the company's
US$150 million senior unsecured notes due 2015.  The proceeds from
the notes will be used to repay existing debt, including operating
leases.  The outlook is stable.

"The ratings on Fraser Papers reflect the company's below-average
cost position; limited product diversity; exposure to volatile
paper and lumber prices; and, to a lesser extent, foreign exchange
risk," said Standard & Poor's credit analyst Daniel Parker.  These
risks are partially offset by the company's niche position as a
specialty paper producer and a moderate capital structure.

Fraser Papers' operations benefit from a higher proportion of
specialty paper sales, the prices for which are less volatile that
the straight commodity grades.  About 70% of Fraser Papers'
current production consists of specialty, niche market products.  
The company believes it has leading positions in bible papers,
pharmaceutical inserts, and various technical specialties.  The
company's strategy to shift its product mix to more specialized,
higher value-added paper grades is necessary as Fraser Paper's
paper machines are smaller and not competitive in commodity grades
because they do not benefit from the economies of scale provided
by newer, faster, and larger paper machines.

Fraser Papers' operations are focused in the northeast U.S. and
Canada.  Similar to other Canadian producers of paper and wood
products, the company is vulnerable to both the ongoing softwood
lumber dispute and the currency volatility between the U.S. and
Canadian dollars.  A one-cent appreciation of the Canadian dollar
versus the U.S. dollar would negatively affect EBITDA by about
US$4 million.

The outlook is stable.  Standard & Poor's expects that 2005 will
be a year of transition, and as such, there is some execution risk
as the company continues with its asset repositioning strategy and
cost reduction initiatives.  S&P expects the company will maintain
moderate financial policies.  Any significant increase in
leverage, or a failure to improve the company's cost position and
margins could have negative rating implications.  If the company
is successful with its cost-reduction initiatives and consistently
demonstrates improved margins and improved cash flow generation,
the ratings could be raised.


GETTY IMAGES: Moody's Puts Ba3 Rating on $263MM Sub. Debentures
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Getty Images,
Inc.'s $263 million series B convertible subordinated debentures
due 2023 (new debentures) and upgraded the senior implied to Ba2
from Ba3.  The rating outlook remains positive.  

In December 2004, the company completed an exchange offer in which
it exchanged the new debentures and $0.3 million in cash for
substantially its entire existing convertible subordinated
debentures due 2023 (old debentures).  The ratings upgrade
reflects improved financial performance, strong free cash flow
generation, significant short-term liquidity and the company's
position as a leading provider of digital imagery to businesses
worldwide.

The ratings assigned by Moody's is:

   * $263 million, 0.5% series B convertible subordinated notes,
     due 2023, rated Ba3.

The ratings upgraded by Moody's are:

   * Senior Implied, upgraded to Ba2 from Ba3;

   * Senior Unsecured Issuer, upgraded to Ba3 from B1.

The ratings withdrawn by Moody's is:

   * $265 million convertible subordinated notes, due 2023, rated
     B2.

Getty Images completed the exchange offer in December 2004 in
order to change certain terms of the old debentures, including the
type of consideration to be used to pay holders upon conversion.
By committing to pay a portion of the consideration upon
conversion of the new debentures in cash, Getty Images is required
to account for the new debentures under the treasury stock method
as if the new debentures were outstanding since June 2003.  Since
there are only $2 million of outstanding old debentures remaining
after completion of the exchange offer, Moody's has withdrawn the
ratings on these debentures.

The ratings upgrade reflects the company's strong performance over
the last two years.  Revenues grew 13% in 2003 and 19% in 2004
while operating margins improved to about 27% in 2004 from 11% in
2002.  Free cash flows from operations grew to $166 million in
2004 from $66 million in 2002.  The major drivers of the company's
revenue growth have been an increase in the average price per
image licensed, an increased focus on editorial imagery and the
positive impact of changes in foreign currency exchange rates on
the translation of revenue generated in foreign countries.

International revenues comprised about 50% of total revenues in
2004.  The increase in the average price per image reflects
selective price increases especially within the royalty-free
portfolio, reduced levels of discounting and a shift in the mix of
licensed uses towards higher priced uses.  Revenues also benefited
from the introduction of additional image collections from other
imagery partners.

The improvement in operating margins and free cash flows reflect
the company's success at growing revenues while keeping its
expense structure relatively flat.  The company's gross margin has
been fairly stable at about 72% for the last few years.  Cost of
sales is variable and primarily consists of commission payments to
contributors, consisting of photographers, cinematographers and
other imagery partners.  In response to the weakening economy in
2000 and 2001, the company reduced its fixed cost base by, among
other things, closing duplicate facilities and reducing its
workforce.

Selling, general and administrative expenses declined from
$250 million in 2000 to $208 million in 2002.  Although revenues
grew about 34% from 2002 to 2004, selling, general and
administrative expenses grew only 8% over the same period.  The
company has benefited from substantial operating leverage and any
increase or decrease in revenues will have a significant impact on
operating margins and cash flows.

The company has utilized free cash flow from operations over the
last two years primarily for selective small acquisitions and to
build up its cash and short-term investments position. The
company's balance of cash and short-term investments was
$520 million at December 31, 2004.  The company recently
terminated its $85 million revolving credit facility.

The ratings are limited by the highly competitive nature of the
industry and the risk that new technologies could pose a threat to
the company's business.  The visual content industry is highly
fragmented and the competition includes numerous general visual
content providers, specialized visual content companies, stock
film footage businesses and commissioned photographers.

Although Getty Images is more than three times larger than its
next closest competitor, its 2004 revenues were only $622 million.
In addition to these smaller competitors, new advances in
technology and changes in business strategy could lead to
competition from larger technology companies with more financial
and technical resources than the company.

The ratings also reflect the company's exposure to the cyclical
nature of the advertising sector and to foreign currency risk.

The positive ratings outlook reflects Moody's expectation that the
company will continue to grow its revenue base by adding new
imaging partners, expanding international sales and focusing on
the expansion of its editorial business.  Due to its substantial
operating leverage, revenue growth should lead to improving
operating margins and free cash flows.  

If Getty Images can accomplish these financial goals while
maintaining its competitive position and technological leadership,
a ratings upgrade over the next twelve to eighteen months is
likely.  The outlook or ratings could come under pressure if a
change in the competitive environment results in deterioration in
operating margins and free cash flows.

The Ba3 rating on the new debentures, one notch below the senior
implied, reflects Moody's practice of compressing the notching of
subordinated debt at senior implied rating levels of Ba2 and
above.  The new debentures are unsecured and subordinated in right
of payment to all of Getty Images' future senior indebtedness and
will rank equally in right of payment with all existing and future
subordinated indebtedness.  The new debentures are convertible
into shares of Getty Images common stock based on an initial
conversion price of $61.08 per share, subject to adjustment, and
mature in 2023.

The closing price of Getty Images common stock on the New York
Stock Exchange on February 28, 2005 was $71.34 and the closing
price has ranged between $48.50 and $72.60 over the last year.
Upon conversion of the new debentures (assuming the conversion
value is greater than the principal amount of the new debentures),
the company will be required to pay cash equal to the principal
amount of each new debenture converted, with the balance of the
consideration payable in shares of company common stock.  

Holders of the new debentures may require the company to purchase
all or a portion of the new debentures on June 9, 2008, 2013 or
2018 at 100% of the principal amount.  The company is required to
pay contingent interest beyond the 0.5% coupon rate at the rate of
0.5% per year on the average trading price of the new debentures
commencing with the six-month period ending December 9, 2008, if
such average trading price is greater than or equal to 120% of the
principal amount of the new debentures.

The company's credit metrics are strong within its rating
category.  Free cash flow (after capital expenditures) to debt was
about 46% and 63% for the years ended December 31, 2003 and 2004.
Total debt to EBITDA was about 1.6 times in 2003 and 1.2 times in
2004.

Headquartered in Seattle, Washington, Getty Images Inc., is a
leading provider of imagery and related products and services to
customers worldwide.  Revenues for the year ended December 31,
2004 were about $622 million.


GLASS GROUP: Wants to Hire Morris Nichols as Bankruptcy Counsel
---------------------------------------------------------------          
The Glass Group, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Morris, Nichols,
Arsht & Tunnell as its general bankruptcy counsel.

Morris Nichols is expected to:

   a) provide the Debtor with all necessary services, including
      preparing all necessary documents in behalf of the Debtor in
      the areas of debtor-in-possession financing, corporate law,
      real estate, employee benefits, business and commercial
      litigation, tax and debt restructuring, and bankruptcy and
      asset dispositions;

   b) take all necessary actions to protect and preserve the
      Debtor's estate, including:

       (i) the prosecution of actions by the Debtor and the
           defense of any actions commenced against the Debtor's
           estate, and

      (ii) negotiations concerning all litigation in which the
           Debtor in involved and objecting to all claims filed
           against the Debtor;

   c) prepare and coordinate preparation on behalf of the Debtor,
      all necessary motions, applications, answers, orders,
      reports and papers in connection with the administration of
      its chapter 11 case;

   d) advise the Debtor with regards to its rights and obligations
      as a debtor-in-possession; and

   e) perform all other legal services to the Debtor that are
      necessary in its chapter 11 case;

Derek C. Abbott, Esq., a Morris Nichols Partner, is the lead
attorney for the Debtor.  Mr. Abbot discloses that the Firm
received a $164,634.92 post-petition retainer.

Mr. Abbot reports Morris Nichols' professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Partners             $400 - $585
    Associates           $220 - $380
    Paraprofessionals       $165
    Case Clerks             $100

Morris Nichols assures the Court that it does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Millville, New Jersey, The Glass Group, Inc., --
http://www.theglassgroup.com/-- manufactures molded glass
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  When the Debtor filed for protection from its
creditors, it estimated assets and debts of $50 million to $100
million.


GLASS GROUP: Taps Focus Management as Financial Consultants
-----------------------------------------------------------          
The Glass Group, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Focus Management
Group, USA, Inc., as its financial consultants.

Focus Management is expected to:

   a) review and analyze the current financial condition of the
      Debtor and its business plans, cash flow projections,
      restructuring programs and other reports or analyses
      prepared by the Debtor or its professionals;

   b) assist the Debtor in preparing an operational restructuring
      plan to be presented to the Debtor's provider of post-
      petition financing;

   c) review, evaluate and analyze the financial ramifications of
      proposed transactions for which the Debtor seek Court
      approval, including DIP financing and cash management,
      assumption/rejection of real property leases and other
      contracts, management compensation and retention and
      severance plans;

   d) review, evaluate and analyze the Debtor's internally
      prepared financial statements and related documentation and
      attend and advise at meetings with the Debtor, its counsel,
      other financial advisors and representatives of the
      Creditors Committee;

   e) assist and advise the Debtor and its counsel in the
      development, evaluation and documentation for any plan of
      reorganization or strategic transactions, including
      developing, structuring and negotiating the terms and
      conditions of a proposed plan or strategic transactions;

   f) make recommendations to improve the Debtor's profitability
      and production efficiency and render testimony in behalf of
      the Debtor; and

   g) provide other services as requested by the Debtor and
      required in its chapter 11 case.

J. Tim Pruban, President of Focus Management, discloses that the
Firm received a $75,000 retainer.  

Mr. Pruban reports Focus Management's professionals bill:

    Designation            Hourly Rate    
    -----------            -----------
    Managing Directors        $350
    Senior Consultants        $300

Focus Management assures the Court that it does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Millville, New Jersey, The Glass Group, Inc., --
http://www.theglassgroup.com/-- manufactures molded glass
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


GP CAPITAL: Increase Subordination Levels Spur S&P to Up Ratings
----------------------------------------------------------------
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, New York, 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%


GREEN TREE: Delayed Interest Payments Cause S&P's Default Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from two Green Tree-related manufactured housing
transactions to 'D' from 'CC'.

The lowered ratings reflect the reduced likelihood that investors
will receive timely interest and the ultimate repayment of their
original principal investment.  Manufactured Housing Contract
Sr/Sub Pass-Thru Trust 1999-5 and Manufactured Housing Contract
Sr/Sub Pass-Thru Cert Series 2000-4 each reported an outstanding
liquidation loss interest shortfall for their M-2 classes on the
March 2005 payment date.

Standard & Poor's believes that interest shortfalls for these
transactions will continue to be prevalent in the future, given
the adverse performance trends displayed by the underlying pools
of collateral, as well as the location of mezzanine and
subordinate class write-down interest at the bottom of the
transactions' payment priorities (after distributions of senior
principal).

Standard & Poor's will continue to monitor the outstanding ratings
associated with these transactions in anticipation of future
defaults.
     
                        Ratings Lowered
   
                Manufactured Housing Contract
                Sr/Sub Pass-Thru Trust 1999-5
   
                               Rating
                    Class   To          From
                    -----   --          ----
                    M-2     D           CC
    
                Manufactured Housing Contract
             Sr/Sub Pass-Thru Cert Series 2000-4

                               Rating
                    Class   To          From
                    -----   --          ----
                    M-2     D           CC


HEALTHESSENTIALS SOLUTIONS: Taps Frost Brown as Bankruptcy Counsel
------------------------------------------------------------------
HealthEssentials Solutions, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, for authority to retain Frost Brown Todd LLC
as their counsel in these chapter 11 cases.

Frost Brown is expected to:

    a) advise the Debtors of their powers and duties as debtors-
       in-possession in the continued operation of their
       businesses and properties;

    b) provide assistance, advice and representation concerning a
       plan of reorganization, a disclosure statement and the
       solicitation of consents to and confirmation of such plan;

    c) advise the Debtors in connection with any sale of assets;

    d) provide assistance, advice and representation concerning
       any further investigation of the assets, liabilities and
       financial condition of the Debtors that may be required;

    e) represent the Debtors at hearings or matters pertaining to
       their affairs as debtors-in-possession;

    f) prosecute and defend litigation matters and such other
       matters that might arise during and related to the cases;

    g) provide counseling and representation with respect to the
       assumption or rejection of executory contracts and leases
       and other bankruptcy-related matters arising from these
       cases;

    h) render advice with respect to the myriad general corporate
       and litigation issues as they relate to these cases,
       including, real estate, ERISA, securities, corporate
       finance, tax and commercial matters, health services; and
    
    i) perform such other legal services as may be necessary and
       appropriate for the efficient and economical administration
       of these cases.

C. Edward Glasscock, Esq., a member at Frost Brown, discloses that
his Firm received a $75,000 retainer.  Mr. Glasscock didn't report
the current hourly billing rates of professionals at Frost Brown.

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

Headquartered in Louisville, Kentucky, HealthEssentials Solutions,
Inc. -- http://www.healthessentialsinc.com/-- provides primary  
care services to elderly patients.  The Debtor along with its
affiliates filed for chapter 11 protection on March 1, 2005
(Bankr. W.D. Ky. Case No. 05-31218).  When the Debtor filed for
protection from its creditors, it listed $35,384,953 in total
assets and $40,785,376 in total debts.


HOLYOKE HOSPITAL: Fitch Downgrades $13.2 Million Bonds to BB+
-------------------------------------------------------------
Fitch Ratings downgrades the $13,180,000 Massachusetts Health and
Educational Facilities Authority, Holyoke Hospital Issue, series B
of 1994 to 'BB+' from 'BBB-'.  The Rating Outlook is revised to
Negative from Stable. Valley Health System, Inc. -- VHS -- is the
parent and sole corporate member of Holyoke Hospital.  Therefore,
Fitch has analyzed the financial statements of the entire system.
Holyoke Hospital is the only entity obligated for the series B
bonds.

The downgrade to 'BB+' is based on VHS's decline in operating
performance, weak debt service coverage, poor payor mix, and light
liquidity.  The decline in operating performance has led to a
financial profile that is no longer consistent with an investment
grade category credit.  VHS's last two fiscal years have resulted
in negative operating losses in excess of $2 million.  The
negative operating performance has been driven by an increase in
the charity care load as the state tightened the eligibility
requirements for the Medicaid program.  The poor operating
performance has led to very weak debt service coverage of 0.9
times for fiscal year 2004 (this calculation was based on VHS, the
obligated group met its debt service coverage covenant).  

Holyoke's payor mix has a heavy concentration of governmental
payors (45.7% Medicare payors and 19.1% Medicaid payors), leaving
the hospital vulnerable to changes in governmental reimbursement.
VHS's liquidity has also declined due to negative bottom lines and
spending on its property, plant, and equipment.  Days cash on hand
at fiscal year-end 2004 was 43.9 days.  Although VHS's recent
capital investment of over $16 million is viewed favorably by
Fitch, the financing of a hospital renovation project and
equipment have pressured VHS's already weak financial profile.  Of
the $16 million investment in its plant, $7.5 million was funded
through bank borrowings, $3.2 million from a capital campaign, and
$5.3 million from the hospital's cash flow.

Despite the recent losses, several initiatives have been
implemented that should lead to improved operating performance.
The most significant item is additional funding from the state due
to Holyoke's high uncompensated care load.  In FY 2005, Holyoke
will receive $2 million to 2.5 million ($1.1 million was received
in January 2005) from one time state appropriated funds and $1.5
million from the state's uncompensated care pool.  In addition,
Holyoke has renegotiated several managed care contracts that have
resulted in double digit rate increases.  Physician recruitment
has been successful mainly due to the newly renovated surgical
suites that have led to solid increases in inpatient and
outpatient volume.  Discharges increased 5.3% and outpatient
surgeries increased 5.7% in fiscal 2004.  Through the four months
ended Jan. 31, 2005, the hospital had a bottom line loss of
negative $180,000 (excluding $1.1 million state funds received),
which is ahead of the year to date budget loss of negative
$348,000.  The full year hospital budgeted operating income for
fiscal 2005 is $510,000.

Fitch believes Holyoke's fiscal 2005 performance should be well
ahead of budget however; this is due to one time funding sources.
The Rating Outlook Negative is based on Fitch's belief that
Holyoke's financial performance will continue to be pressured due
to the reimbursement environment and service area characteristics.
The ability to secure another one time grant from the state for
its growing charity care load and Holyoke's future allocation from
the state's uncompensated care pool is uncertain.

Valley Health System, Inc. is located in Holyoke, Massachusetts
(approximately 90 miles west of Boston, Massachusetts) and is
comprised of Holyoke Hospital (151 staffed beds) and other
healthcare entities.  In fiscal 2004, VHS reported total operating
revenues of $105 million.  Holyoke Hospital covenants to provide
quarterly and annual financial information to bondholders.  Fitch
has received timely quarterly interim financial statements that
include the hospital's balance sheet, income statement, and
utilization statistics.


INTERSTATE BAKERIES: Credit Suisse Discloses 8.3% Equity Stake
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated February 14, 2005, Credit Suisse First Boston,
on behalf of the Credit Suisse First Boston business unit,
discloses that it is the beneficial owner of 3,759,052 shares of
Interstate Bakeries Corporation Common Stock, representing 8.3%
of the total outstanding shares issued.

As of April 6, 2004, there are 45,383,839 shares of Common Stock
issued and outstanding.

The CSFB business unit is comprised of an asset management
business principally conducted under the brand name Credit Suisse
Asset Management.  The CSFB business unit provides financial
advisory and capital raising services, sales and trading for
users and suppliers of capital around the world, and invests in
and manages private equity and venture capital funds.

The ultimate parent company of CSFB is Credit Suisse Group, a
corporation formed under the laws of Switzerland.  CSG is a
global financial services company with three distinct business
units.  In addition to the CSFB business unit, CSG and its
consolidated subsidiaries are comprised of the Credit Suisse
business unit and the Winterthur business unit.

The Credit Suisse business unit offers global private banking and
corporate and retail banking services in Switzerland.  The
Winterthur business unit provides life and non-life insurance and
pension products to private and corporate clients worldwide.

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)


INTERSTATE BAKERIES: Wants to Walk Away from 19 Real Estate Leases
------------------------------------------------------------------
Interstate Bakeries Corporation seek the U.S. Bankruptcy Court for
the Western District of Missouri's authority to reject real
property leases for 19 locations to reduce substantial
postpetition administrative costs that constitute an unnecessary
drain on the Debtors' cash resources.

According to J. Eric Ivester, Esq., at Skadden Arps Slate Meagher
& Flom, LLP, in Chicago, Illinois, the Debtors need to reject the
Real Property Leases because they are:
    -- financially burdensome;

    -- unnecessary to the Debtors' ongoing operations and
       business; and

    -- not a source of potential value for the Debtors' future
       operations, creditors and interest holders.

The Debtors intend to reject 15 Real Property Leases effective as
of March 23, 2005:

    Lessor                Address of Leased Premises   Lease Date
    ------                --------------------------   ----------
    Pacesetter            22482 Muirland B, Lake       12/22/1983
    Muirlands, LLC        Forest, California

    56935 Elk Court       56935 Elk Court, Elkhart,    01/19/1998
    Land Trust            Indiana

    Polly M. Cerasa       820 Richey Hwy, Pasadena,    09/23/1965
                          Texas

    GC Acquisition Corp.  1706 Woodman Dr.,            03/19/1996
                          Kettering, Ohio

    Complete Medical      796 E Laurel Rd., London,        -

    Supply                Kentucky

    Goldsmith             10370 Julian Dr., Woodlawn,  10/22/1997
    Properties            Ohio

    Dan Ward (Nominee     Southway Village, Taunton,   06/27/1994
    of Investors          Massachusetts
    Services Company
    Trust)

    Ale Importers, LLC    625 East Montgomery St.,         -
                          Villa Rica, Georgia

    Middletown Better     601 North Verity Parkway     05/21/1971
    Homes Company         Middletown, Ohio

    Roxanne and James     1818 N Mitchell, Cadillac    08/24/1975
    Nixon                 Michigan

    Jaxwil Enterprises    138 Shurfine Drive, Ankeny   11/13/2002
                          Iowa

    Philip and Doris      1357 Tamiami Trail Fort      11/11/1994
    Folger                Myers, Florida

    Seed Investments,     203 N Cedar St., Mason       05/01/1992
    LLC                   Michigan

    Management/           5250 Grand Avenue, Gurnee,   09/10/1998
    Marketing Services,   Illinois
    Inc.

    J. Harrison, Trustee  824 North Illinois, Route    10/19/2000
                          83 Mundelein, Illinois

The Debtors also want to reject four Real Property Leases
effective as of February 28, 2005:
    Lessor                Address of Leased Premises   Lease Date
    ------                --------------------------   ----------
    Sunpro, LLC           1618 Buckhannon Pike,        08/04/1997
                          Nutter Fort, West Virginia

    IRET Properties, LP   5306 Business Highway 51,    07/12/1993
                          Schofield, Wisconsin

    Blackstone            2201 East 62nd Street,       07/10/1987
    Development           Indianapolis, Indiana

    Katella Cottages,     9384-86 Katella Ave.,        01/31/1996
    LLC                   Garden Grove, California

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


JEAN COUTU: Completes Exchange Offer for 7-5/8% Senior Notes
------------------------------------------------------------
The Jean Coutu Group (PJC) Inc. has closed its exchange offer,
pursuant to which the Company's unregistered 7-5/8% Senior Notes
due 2012, which were issued on July 30, 2004, were exchanged for
new 7-5/8% Senior Notes due 2012, which have been registered under
the Securities Act of 1933, as amended, and the Company's
unregistered 8-1/2% Senior Subordinated Notes due 2014, which were
issued on July 30, 2004, were exchanged for new 8-1/2% Senior
Subordinated Notes due 2014, which have been registered under the
Securities Act of 1933, as amended.  All of the $350 million
aggregate principal amount of the Company's unregistered Senior
Notes and all of the $850 million aggregate principal amount of
the Company's unregistered Senior Subordinated Notes were
exchanged in the exchange offer.

                        About the Company

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

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

                          *     *     *

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


LAS AMERICAS: Files for Chapter 11 Protection in E.D. California
----------------------------------------------------------------
Las Americas Broadband, Inc. (Pink Sheets: LABN) filed a voluntary
chapter 11 petition in the United States Bankruptcy Court for the
Eastern District of California on Feb. 28, 2005.  The company
contemplates a reorganization plan to be submitted to the court in
the next few months.  The reorganization will outline the new plan
allowing for the company's bankruptcy proceedings to be completed
in a reasonable amount of time.

In its latest Form 10-K filed with the Securities and Exchange
Commission -- for the fiscal year ended Dec. 31, 2003 -- Las
Americas said it has no established source of revenue, has
experienced net operating losses of $14,039,199 since inception,
had a net loss of $4,222,512 and a negative cash flow from
operations of $847,434 for the year ended December 31, 2003.  The
Company also has working capital and stockholders' deficiencies of
$3,765,127 and $3,014,453, respectively, as of Dec. 31, 2003.  

The Company's auditors -- Weinberg & Company, in Boca Raton,
Florida -- raised substantial doubt about the Company's ability to
continue as a going concern when they reviewed the company's 2003
financials.

Headquartered in Tehachapi, California, Las Americas Broadband,
Inc. -- http://www.lasamericasbroadband.com/-- operates a cable  
and satellite television network in Kern County, California.  The
Debtor filed for chapter 11 protection on Feb. 28, 2005 (Bankr.
E.D. Calif. Case No. 05-11397).  Leonard K. Welsh, Esq., at Klein,
DeNatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $4,964,500 in total
assets and $4,641,110 in total debts.


LAS AMERICAS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Las Americas Broadband, Inc.
        dba Country Cable
        aka DDD Cablevision, Ltd.
        fka Info America, Inc.
        785 Tucker Road #G, PMB 436
        Tehachapi, California 93561

Bankruptcy Case No.: 05-11397

Type of Business: The Debtor operates a cable and satellite
                  television network in Kern County, California.
                  See http://www.lasamericasbroadband.com/

Chapter 11 Petition Date: February 28, 2005

Court: Eastern District Of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Leonard K. Welsh, Esq.
                  Klein, DeNatale, Goldner, Cooper,
                  Rosenlieb & Kimball, LLP
                  4550 California Avenue, 2nd Floor
                  Bakersfield, CA 93309
                  Tel: 661-395-1000

Total Assets: $4,964,500

Total Debts:  $4,641,110

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
USBU LoneOne, LLC             Judgment entered          $585,372
575 Logan Avenue
Denver, CO 80203

Jenkens & Gilchrist, LLP      Attorney fees             $583,621
The Chrysler Building
405 Lexington Avenue
New York, NY 10174

Certified Leasing             Deficiency on returned    $118,721
P.O. Box 2088                 vehicles
Bakersfield, CA 93303

Weinberg & Company, PA        Accountant fees           $109,586

Kern Co. Administrative       Franchise fees             $87,879
Office

John T. Heaney                Attorney fees              $80,000

Rios Zertuche                 Attorney fees              $77,375

MTV Networks                  Program provider           $69,612

Bank of the Sierra-VISA       Stipulated judgment        $57,102

National Cable Television     Judgment entered           $56,102

TVC, Inc.                     Purchase of equipment      $46,704
                              & supplies

Harmonic Inc.                 Purchase of equipment      $44,389
                              & supplies

turner Network Television     Program provider           $31,597

AT&T - Middle Markets         Lease of                   $26,821
                              communication line

Fox Sports Net West           Program provider           $25,682

ESPN, Inc.                    Program provider           $24,958

CNN                           Program provider           $24,193

Time Warner Telecom           Wireless internet          $24,107
                              site provider

Digicomm International, Inc.  Purchase of equipment      $23,634
                              & supplies

RGR Abogados                  Attorney fees              $22,384


LONG DISTANCE BILLING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Long Distance Billing Service, Inc.
        436 Lynchburg Avenue
        Brookneal, Virginia 24528

Bankruptcy Case No.: 05-11168

Type of Business: The Debtor provides telecommunications and
                  internet services to consumers in North America
                  and Latin America.  See http://www.ldbsinc.com/

Chapter 11 Petition Date: February 22, 2005

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158
                  Tel: 601-427-0048

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MANHATTAN IMAGING: Amends Two-Year-Old Plan & Disclosure Statement
------------------------------------------------------------------
Manhattan Imaging Associates, P.C., dba Diagnostics Radiology
Associates, delivered its Amended Plan and a Second Amended
Disclosure Statement to the U.S. Bankruptcy Court for the Southern
District of New York its on Feb. 7, 2005.  These filings supercede
previous versions filed two years ago.  

Manhattan Imaging filed its initial Plan of Reorganization and
Disclosure Statement on October 9, 2002.  Those documents were
amended on November 14, 2002, as the Debtor prepared for a
Disclosure Statement Hearing on November 20, 2002.  At that Nov.
20 hearing, the Bankruptcy Court declined to approve the adequacy
of the information contained in the disclosure statement and
adjourned the hearing sine die.

                       Terms of the Plan

The Plan proposes to pay holders of allowed unsecured claims 100%
of their claims over five years.  The Debtor will pay Unsecured
Claim Holders, owed $3,482,913, in five equal 20% installments.

Five large claims:

   * Jeffrey Brown & Associates' $700,000 claim;
   * A.D. Winston Corp.'s $117,848 ancillary construction claim;
   * Dr. Maureen Matturri's $337,400 and $250,000 claims; and
   * Dr. Joel Bloom's $757,362 claim,

are to be expunged, reclassified or subordinate to all other
allowed general unsecured claims:

The claims of Drs. Matturri and Bloom are separately classified in
the Plan from general unsecured claims.  Objections to the Brown
Claim and the ancillary construction claim have been resolved,
reducing the Brown Claim to an allowed unsecured claim of
$50,000.00.  Therefore the Debtor believes the amount of Allowed
Unsecured Claims totals $254,122.

The Debtor has separately classified Class 5 Claims of Drs.
Matturri and Bloom since these claims arise from the obligation of
the Debtor to redeem stock held by Class 5 creditors.  The Debtor
believes that these claims should be subordinated to other
Unsecured Claims pursuant to Section 510 of the Bankruptcy Code
and the principles of equitable subordination.

Manhattan Imaging's equity holders take nothing, unless they agree
to sign an Employment Agreement with the Reorganized Debtor.  
Shares of stock of the Reorganized Debtor will be distributed to
Equity Interest Holders who opt to be employed by the Reorganized
Debtor.

The Honorable Robert E. Gerber will consider approval of the
Second Amended Disclosure Statement on April 6, 2005.  Objections
to Disclosure Statement must be filed by April 1, 2005.

Manhattan Imaging Associates, P.C. dba Diagnostics Radiology
Associates, operator of a medical imaging/radiology imaging
center, filed for chapter 11 protection on February 13, 2002
(Bankr. S.D.N.Y. Case No. 02-10646).  Robert R. Leinwand, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck P.C., represents
the Debtor in its restructuring efforts. When the Company filed
for protection from its creditors, it listed $5,194,769 in total
assets and $5,328,079 in total debts.


MAULDIN-DORFMEIER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mauldin-Dorfmeier Construction, Inc.
        P.O. Box 15100
        Fresno, California 93702

Bankruptcy Case No.: 05-11402

Type of Business: The Debtor provides construction services.
                  See http://www.mdc-inc.com/

Chapter 11 Petition Date: February 28, 2005

Court: Eastern District Of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Riley C. Walter, Esq.
                  Walter Law Group
                  7110 North Fresno Street, #400
                  Fresno, CA 93720
                  Tel: 559-435-9800

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
St. Paul Fire and Marine Insurance Co.     $10,000,000
1455 S. 344th Way, Ste. 200
Auburn, WA 98001

Kinetics Mechanical Service, I              $1,360,045
33225 Western Avenue
Union City, CA 94587

Fireman's Fund                              $1,000,000
777 San Marin Drive
Novato, CA 94998

Helix Electric                                $507,746
8760 Camino Santa Fe, Suite A
San Diego, CA 92121

Collins Electrical Co., Inc.                  $463,597
P.O. Box 1609
Stockton, CA 95201

Kasco Fab, Inc.                               $455,347
4529 S. Chestnut
Fresno, CA 93725

W.M. Lyles Co.                                $420,665
P.O. Box 4377
Fresno, CA 93744

Tarlton & Sons, Inc.                          $401,145
4173 S. Fig Ave.
Fresno, CA 93706

Bostrom-Bergen Metal Products Inc.            $365,036
3488 W. Ashlan
Fresno, CA 93722

All West Construction Inc.                    $318,027
2560 South East Avenue
Fresno, CA 93706

First Insurance Funding Corp. of America      $317,336
450 Skokie Blvd., Ste. 1000
Northbrook, IL 60065

Mountain Connection, Inc.                     $260,922
2347 Middle Road
Columbia Falls, MT 59912

Howe Electric                                 $208,188

Engineered Glass Walls Inc.                   $191,461

Four C's Service                             $181,907

King's Roofing                                $180,287

ARC Comfort Systems USA, Inc.                 $171,563

Cosco Fire Protection, Inc.                   $165,044

Risse Mechanical                              $157,640

E.L. Wills                                    $157,353


MCI INC: Employees Sending Mixed Signals, Says New Vault Surveys
----------------------------------------------------------------
MCI Inc. (NasdaqNM: MCIP) employees are sending mixed signals
about the company's future, New York research firm Vault has found
in new employee surveys on the communications giant, which
disclosed that it would "engage with Qwest to review its latest
proposal from Feb. 24, 2005 to acquire MCI.," with the agreement
of Verizon.  The survey results, published on March 2, can be
accessed at:

     http://www.vault.com/go/to.jsp?place=32977  

Vault's employee surveys give investors and jobseekers insight
into the company's business operations.

Says a senior government markets account manager, "MCI has been an
adventure the past seven years.  The corporate culture has changed
as the result of a hostile takeover, redirection in corporate
focus, mismanagement, bankruptcy, new management and refocus and
finally emergence from bankruptcy.  Long time, devoted employees
found themselves desperate and destitute.  Those still employed
felt insecure and restless.  Recently new management has breathed
integrity and customer focus back into MCI's corporate culture.  
What a difference corporate leadership can make!"

A small business representative thinks that "Employees I work with
are excited about the merger with Verizon.  What that means for
the long term is hard to say.  But the stability of Verizon and
their expanding markets as well as maintaining our current base
keep the bulk of the employees very energetic." (Written before
March 2's press release about the MCI acquisition by Qwest)

Neither Vault nor its employee surveys are endorsed by or
affiliated with MCI.

                        About Vault Inc

Vault, Inc. is the leading media company focused on careers.
Vault's primary offering is its web site -- http://www.vault.com/
-- which features "insider" workplace information on over 5,000
companies, expert career articles on more than 70 industries, and
an industry-focused job board.  Offline, Vault offers the Vault
Career Library, a series of more than 100 nationally distributed
career-focused print books.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/--is a pre-eminent global   
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 74; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MCI INC: Verizon Opens Talks Between Qwest & MCI for Two Weeks
--------------------------------------------------------------
Verizon Communications Inc. (NYSE: VZ) and MCI, Inc. (Nasdaq:
MCIP) have agreed that MCI may engage in further discussions with
Qwest Communications International Inc. (NYSE: Q) through
March 17, subject to the applicable provisions of the Feb. 14
agreement for Verizon to acquire MCI.  The following statement has
been issued by Verizon:

   "Verizon recognizes that it is in the best interests of the
   stakeholders of both Verizon and MCI to address recent market
   speculation regarding Qwest's claims that it can deliver
   greater value to MCI's shareholders.  Notwithstanding this
   speculation, we believe that this process will result in MCI
   reaching the same conclusion that it reached after seven months
   of discussions with Qwest.

   "Verizon is the best partner for MCI, with the most compelling
   value proposition for its shareholders. Verizon is a
   financially strong, diversified communications company
   positioned for growth across all customer segments with both
   wired and wireless products. The company has a proven track
   record of completing transactions and delivering value for
   customers, employees, bondholders and shareholders."


Following is Verizon's letter to MCI:


   March 2, 2005


   MCI, Inc.
   22001 Loudoun County Parkway
   Ashburn, Virginia 20147


   Ladies and Gentlemen:

      You and we are party to the Agreement and Plan of Merger
   dated as of February 14, 2005 among Verizon Communications
   Inc., Eli Acquisition, LLC and MCI, Inc. (the "Agreement").
   Capitalized terms used without definition in this letter have
   the meanings ascribed to them in the Agreement.

   Section 6.5(a) of the Agreement provides that you may not
   furnish information to or engage in discussions with Persons
   who make a Takeover Proposal without making certain specified
   findings. The purpose of this letter is to reflect our
   agreement that, from and after the date hereof and prior to
   March 18, 2005 you and your Representatives may engage in the
   activities described in subparagraphs (x) and (y) of Section
   6.5(a) of the Agreement with Qwest Communications
   International, Inc. or its Representatives without having made
   the determinations contemplated by the proviso immediately
   following clause (y) thereof. For the avoidance of doubt,
   nothing in this letter shall relieve you of the obligation to
   comply with the other provisions of the Agreement, including
   the other provisions of Section 6.5, or prejudice your ability
   to make any future determination under the above-referenced
   proviso.

   Please signify your concurrence with the foregoing by signing
   below.


   Sincerely,


   VERIZON COMMUNICATIONS INC.


   By: ______________________________
       John W. Diercksen


     Accepted and agreed:


     MCI, INC.


     By: _______________________________
     Anastasia D. Kelly

Verizon intends to file a registration statement, including a
proxy statement of MCI, and other materials with the Securities
and Exchange Commission in connection with the proposed
transaction.  Verizon and MCI urge investors to read these
documents when they become available because they will contain
important information. Investors will be able to obtain free
copies of the registration statement and proxy statement, as well
as other filed documents containing information about Verizon and
MCI, at http://www.sec.gov/the SEC's website.  Investors may also  
obtain free copies of these documents at
http://www.verizon.com/investoror by request to:

       Verizon Communications Inc.
       Investor Relations
       1095 Avenue of the Americas, 36th Floor
       New York, NY 10036

Free copies of MCI's filings are available at
http://www.mci.com/about/investor_relationsor by request to:

       MCI, Inc.
       Investor Relations
       22001 Loudoun County Parkway
       Ashburn, VA 20147

Verizon, MCI, and their respective directors, executive officers,
and other employees may be deemed to be participants in the
solicitation of proxies from MCI shareowners with respect to the
proposed transaction.  Information about Verizon's directors and
executive officers is available in Verizon's proxy statement for
its 2004 annual meeting of shareholders, dated March 15, 2004.  
Information about MCI's directors and executive officers is
available in MCI's annual report on Form 10-K for the year ended
December 31, 2003.  Additional information about the interests of
potential participants will be included in the registration
statement and proxy statement and other materials filed with the
SEC.

                            About MCI

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

                           About Qwest

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

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

                          *     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services placed its ratings on Denver,
Co.-based diversified telecommunications carrier Qwest
Communications International, Inc., and subsidiaries, including
the 'BB-' corporate credit rating, on CreditWatch with negative
implications.  This follows the company's counter bid to Verizon
Communications, Inc., for long-distance carrier MCI, Inc., for
$3 billion in cash and $5 billion in stock.  MCI also has about
$6 billion of debt outstanding.

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

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

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


MERRILL LYNCH: Fitch Puts Low-B Ratings on Certificate Classes F&G
------------------------------------------------------------------
Fitch Ratings upgrades Merrill Lynch Mortgage Investors, Inc.'s
mortgage pass-through certificates, series 1999-C1:

     -- $32.6 million class B to 'AAA' from 'AA';
     -- $26.7 million class C to 'A+' from 'A';
     -- $8.9 million class D to 'A' from 'A-'.

These classes are affirmed by Fitch:

     -- $13 million class A-1 at 'AAA';
     -- $337.8 million class A-2 at 'AAA';
     -- Interest only class IO at 'AAA';
     -- $20.7 million class E at 'BBB';
     -- $7.4 million class F at 'BB+';
     -- $23.7 million class G at 'B'.

The $20.7 million class H and $3 million class J remain at 'CC'
and 'C' respectively.  Fitch does not rate the $13.3 million class
K.

The upgrades are the result of increased credit enhancement.  The
transaction has paid down 14.4% since issuance, to $507.1 million
as of the February 2005 distribution date from the original $592.5
million.

Currently, there are five loans (9.4%) in special servicing and
consist of two real estate owned - REO -- properties (3.9%), two
loans in foreclosure (1.7%) and one loan that is 90 days
delinquent (3.1%).  The largest specially serviced asset is an
office property in Salt Lake City, Utah (3.4%), currently REO.  
The special servicer is pursuing prospective purchasers and given
the appraisal value of the property, losses are expected.  The
second largest specially serviced asset is an office property in
Irving, Texas (3.1%), currently 90 days delinquent.  The borrower
was paying according to a forbearance agreement that expired at
the end of February 2005 while attempting to release vacant space.
The special servicer is evaluating additional work out options.
Losses associated with this loan are possible.

Fitch loans of concern are high at 16.9%, and include the
specially serviced loans, loans with low debt service coverage
ratios -- DSCR -- and declining occupancies.  However, the
investment grade classes benefit from the paydown of the pool and
subsequent increases in credit enhancement.  The below investment
grade ratings currently reflect the expected losses on the Fitch
loans of concern.


MERRILL LYNCH: Fitch Puts Low-B Ratings on Six 2003-KEY1 Certs.
---------------------------------------------------------------
Fitch Ratings-Chicago-March 2, 2005: Fitch Ratings affirms Merrill
Lynch Mortgage Trust's commercial mortgage pass-through
certificates, series 2003-KEY1:

    -- $27.2 million class A-1 at 'AAA';
    -- $177.7 million class A-1A at 'AAA';
    -- $75 million class A-2 at 'AAA';
    -- $130 million class A-3 at 'AAA';
    -- $482.9 million class A-4 at 'AAA';
    -- Interest-only class XC at 'AAA';
    -- Interest-only class XP at 'AAA';
    -- $34.3 million class B at 'AA';
    -- $15.8 million class C at 'AA-';
    -- $25.1 million class D at 'A';
    -- $10.6 million class E at 'A-';
    -- $11.9 million class F at 'BBB+';
    -- $7.9 million class G at 'BBB';
    -- $10.6 million class H at 'BBB-';
    -- $5.3 million class J at 'BB+';
    -- $5.3 million class K at 'BB';
    -- $4 million class L at 'BB-';
    -- $6.6 million class M at 'B+';
    -- $2.6 million class N at 'B';
    -- $1.3 million class P at 'B-'.

Fitch does not rate the $11.9 million class Q, classes WW-1
through WW-3, or the interest-only class WW-X.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the February 2005
distribution date, the pool has paid down 0.9% to $1.05 billion
from $1.06 billion at issuance.

Currently, one loan (0.4%) is in special servicing.  The loan has
been brought current and is expected to be returned to the master
servicer.

Fitch reviewed the credit assessments of these four loans:

        * 77 West Wacker Drive (13.9%);
        * Solomon Pond Mall (10.9%);
        * Miami International Mall (9.3%); and
        * Mall at Fairfield Commons (2.7%).

All four loans maintain investment grade credit assessments.

The Miami International Mall is secured by a regional mall located
in Miami, Florida.  As of December 2004, occupancy declined to
81.4% from 92.2% at issuance.  The decline is due to tenant lease
expirations and bankruptcies.  Occupancy, however, is expected to
increase in 2005 as there are many prospects for the vacant space.


METALDYNE CORP: S&P Pares Corp. Credit Rating to B After Review
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and other ratings on Plymouth, Michigan, based Metaldyne Corp. and
removed them from CreditWatch, where they were placed
Nov. 29, 2004.  The 'BB-' corporate credit rating was lowered to
'B'.  The rating actions are based on the company's high leverage,
constrained liquidity, and the increasingly challenging industry
conditions.  The outlook is negative.

The company is controlled by unrated Heartland Industrial Partners
L.P., which acquired Metaldyne in November 2000.  "While we still
expect that the company will be able to significantly offset
higher raw material costs and maintain viable liquidity in the
face of challenging industry conditions during 2005, partly due to
a fairly well-positioned customer mix, leverage is likely to
remain high, as most cash flow will be used for debt service,
capital spending and to support working capital needs," said
Standard & Poor's credit analyst Robert Schulz.  "For the rating,
we expect lease-adjusted debt (including domestic and foreign
accounts receivable financing programs) to EBITDA to be 5x-6x. For
the 12 months ended Sept. 30. 2004, the company's leverage, as
calculated under its bank agreement, was 4.47x, and the company
has received covenant modifications.  However, there could be
limited headroom under the covenants later during the year since
covenant levels become more restrictive."

The ratings on Metaldyne reflect the company's highly leveraged
capital structure and the cyclical and competitive pricing
pressures of the capital-intensive automotive metal component
supply industry.  Metaldyne is one of the largest independent
manufacturers of engineered metal components to the global
automotive market, with content on about 90% of the top-40 NAFTA
light vehicles and revenues of almost $2 billion. The company is
the largest independent forming company, the second-largest
machining and assembly supplier, and one of the largest powdered
manufacturers for light vehicles.

Despite Metaldyne's niche market leadership position in certain
segments of its markets, good engineering capabilities, and fair
customer and platform diversity, margins have been pressured in
2004, partly from higher raw material costs, but are still in the
low double-digit area.

In late 2004, Metaldyne filed its 10-K for 2003 and 10-Qs for the
first three quarters of 2004 after resolving pending accounting
issues, which is considered a positive.  The issues surrounded an
independent inquiry into certain accounting matters at its
Sintered division (about 10% of total sales) where income at the
division had first been deliberately overstated, then understated.

Downside rating risk would be driven by deterioration in the
company's near-term access to liquidity, which could occur if
EBITDA and cash flow levels are insufficient relative to tighter
covenants later in 2005.  Underlying concerns continue to be
production cuts by certain customers, ultimate recovery on higher
raw material costs, and the need for successful launches during
the year.  In any case, cash generation is unlikely to result in
much debt reduction during 2005. Revision of the outlook to stable
or longer term upside potential would require cash generation
sufficient to reduce debt levels, along with an improved level of
liquidity.


METROPCS INC: Likely Default Cues S&P to Pare Credit Rating to CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Dallas, Texas-based wireless
carrier MetroPCS, Inc., to 'CCC' from 'CCC+'.  The outlook is
negative.

"The downgrade reflects Standard & Poor's view that the company is
subject to heightened default risk in light of its failure to file
its financial statements with the SEC since the second quarter of
2004 due to an ongoing SEC investigation," said Standard & Poor's
credit analyst Catherine Cosentino.  The company has obtained
waivers from its creditors through March 8 to avoid a technical
default under the bond indenture.  In the meantime, it has
leveraged up with recent transactions, including the purchase of
wireless spectrum licenses from Cingular Wireless LLC in Detroit
and Dallas for $230 million and receipt of up to $240 million in
related financing for this acquisition, as well as receipt by
MetroPCS of up to $300 million in exchangeable senior secured
loans for FCC licenses obtained in the recent spectrum auction by
MetroPCS' 85%-owned designated entity Royal Street Communications
LLC, in which MetroPCS has a non-controlling interest.

These transactions pose incremental financial and business risk,
including additional capital expenditures for license build-outs
and other start-up expenses.  Standard & Poor's has no visibility
on prospects for 2005 because of the company's protracted lack of
financial reporting.  Even if MetroPCS obtains an extended waiver
from its creditors, the company still remains at a very high risk
for default.


MIRANT CORP: Dynegy Agrees to Cut $2.7M Cure Claim to $125,000
--------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to approve
their Joint Stipulation with Dynegy Marketing and Trade, which
resolves their dispute relating to a Master Netting, Setoff and
Margining Agreement, dated June 25, 2002.

Dynegy, Mirant Americas Energy Marketing, LP, and Mirant Canada
Energy Marketing, Ltd., are parties to that contract.

On December 16, 2003, Dynegy filed Claim Nos. 7145 and 7146 for
at least $2,742,370.50 each against Mirant Americas Development,
Inc., and MAEM, each Claim asserting a "Power Sale Claim" and a
"Litigation Claim."  The Claims each refer to the Contract.

On July 14, 2004, MAEM assumed the Contract.

The parties initially disputed the cure amount owing by MAEM to
Dynegy with respect to MAEM's assumption of the Contract and the
proper application of offsets and deductions in connection
therewith.

The Debtors also objected to Dynegy's proofs of claim.

In their Joint Stipulation, the parties agree that:

   (a) the Cure Amount owing by MAEM to Dynegy with respect to
       the Contract is $125,000;

   (b) upon payment of the Cure Amount, the Claims will be deemed
       withdrawn in their entirety, with prejudice without
       further Court order or action by the parties; and

   (c) Dynegy and MAEM have agreed to release any claims they may
       have against each other in regard to the Contract and
       amounts owed under the Contract.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and  
indirectsubsidiaries, generate, sell and deliver electricity in
NorthAmerica, the Philippines and the Caribbean.  Mirant
Corporationfiled for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex.03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP,represents the Debtors in their restructuring efforts.  
When theDebtors filed for protection from their creditors, they
listed$20,574,000,000 in assets and $11,401,000,000 in debts.  
(MirantBankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service,Inc., 215/945-7000)


NATIONAL BENEVOLENT: Court Confirms Full-Payment Chapter 11 Plan
----------------------------------------------------------------
The Honorable Robald B. King of the U.S. Bankruptcy Court for the
Western District of Texas put his stamp of approval on an order
confirming the chapter 11 plan of reorganization for National
Benevolent Association of the Christian Church.  

In December 2004, the Bankruptcy Court approved a sale of some
health care centers to Fortress NBA Acquisitions LLC for
approximately $210 million.   

Under the Plan, unsecured creditors are paid in full and the
solvent debtor will pay a couple of additional percentage points
for post-petition interest.  

Full-text copies of the Plan and Disclosure Statement are
available at no charge at:

     http://bankrupt.com/misc/04-50948-Plan.pdf

        - and -

     http://bankrupt.com/misc/04-50948-Disclosure.pdf

"This case presented some novel and interesting challenges given
the debtors' not-for-profit status," Matthew R. Niemann, a
managing director at Houlihan Lokey Howard & Zukin, who served as
the financial advisor for the creditors' committee, told W. Scott
Bailey at the San Antonio Business Journal.  "But fortunately the
parties pulled together to unlock $210 million in value from the
senior-care facilities and not only afford the creditors a par
plus accrued recovery, but also provide the residents with a
world-class owner and new management," Mr. Niemann continued.  

The Debtors lawyers are:

     R. Glen Ayers, Jr., Esq.
     Emerson Banack, Jr., Esq.
     David S. Gragg, Esq.
     LANGLEY & BANACK, INC.
     Trinity Plaza II
     745 East Mulberry, Suite 900
     San Antonio, TX 78212-3166
     Telephone: (210) 736-6600
     Telecopier: (210) 735-6889

The Official Committee of Unsecured Creditors is represented by:

     Robert D. Albergotti, Esq.
     John D. Penn, Esq.
     Eric Terry, Esq.
     HAYNES AND BOONE, LLP
     112 E. Pecan St., Suite 1600
     San Antonio, TX 78205
     Telephone: (210) 978-7000
     Telecopier: (210) 978-7450

Headquartered in Saint Louis, Missouri, The National Benevolent
Association of the Christian Church (Disciples of Christ) --
http://www.nbacares.org/--manages more than 70 facilities   
financed by the Department of Housing and Urban Development and
owns and operates 18 other facilities, including 11 multi-level
older adult communities, four children's facilities and three
special-care facilities for people with disabilities.  The
non-profit organization filed for chapter 11 protection on
February 16, 2004 (Bankr. W.D. Tex. Case No. 04-50948), listing
more than $200 million in debts and assets at that time.


NEW HEIGHTS: Wants to Sell All Assets to Geneva7 for $1.1 Million
-----------------------------------------------------------------
New Heights Recovery & Power, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to sell
substantially all of its assets to Geneva7 LLC for $1.1 million.  

As reported in the Troubled Company Reporter on March 2, 2005, the
Debtor didn't receive any acceptable bids when it tried sell its
assets for more than $537,511 owed on account of secured claims
held by Cook County, Illinois.  The Debtor's best plan, at that
juncture, was to abandon the assets to Cook County in full
satisfaction of the County's claims.  Under that scenario, holders
of general unsecured claims would get nothing.

Geneva7 has come to the rescue.  

Eric Lopez Schnabel, Esq., at Klett Rooney Lieber & Schorling, in
Wilmington, Delaware, tells the Court that the sale of the
Debtor's assets to Geneva7 will allow the Debtor to pay:

   * 19% of its lenders $2 million postpetition claim;
   * 10% of unsecured claims; and
   * 2% of its lenders' $30 million prepetition claim.

Headquartered in Ford Heights, Illinois, New Heights Recovery &
Power, LLC -- http://www.tires2power.com/-- is the owner and  
operator of the Tire Combustion Facility and other tire rubber
processing facilities.  The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11277).  
Eric Lopez Schnabel, Esq., at Klett Rooney Lieber & Schorling
represents the Debtor in its restructuring efforts.  When the
Company filed for chapter 11 protection, it listed both its
estimated debts and assets of $50 million.  The Debtor first filed
for bankruptcy in March 26, 1996, as a result to the amendment of
the Retail Rate Law.  It emerged towards the end of 1998.


NEW WORLD: Dec. 28 Balance Sheet Upside-Down by $112.9 Million
--------------------------------------------------------------
New World Restaurant Group, Inc. (Pink Sheets: NWRG.PK) reported
an increase in fourth quarter comparable store sales, as well as
significant improvements in operating income and reduced net
losses for both the quarter and year ended Dec. 28, 2004.  The
company's operations generated $11.0 million in cash flow during
fiscal 2004, a five-fold increase from 2003.

Comparable store sales increased by 2.6 % over the corresponding
2003 period during the fourth quarter, contributing to a 0.2%
increase in total revenues for the 13-week period to $97.3 million
from $97.1 million in the fourth quarter of 2003.  Income from
operations improved to $3.6 million, or 3.7 % of revenues,
representing an $11.9 million improvement over the restated $8.3
million operating loss reported in the fourth quarter of 2003.

"We are very pleased to report a return to increased comparable
store sales and total revenues during the fourth quarter and
continuing improvements in operating income that began in the
first quarter of 2004. Both revenues and income from operations
reached their highest levels for the year during the fourth
quarter," said Paul Murphy, New World CEO.  "The year-over-year
increase in comparable store sales followed sequential
improvements in this key measurement during the first three
quarters of 2004.  The improvements arose from continued
enhancement in the operation of restaurants throughout the year,
the introduction of new menu items, and supporting marketing and
advertising campaigns initiated in the fourth quarter.  These
factors helped drive a 5.2% increase in the average check which
was partially offset by a 2.5% decline in transactions during the
quarter."

Commenting on New World's fiscal 2004 operating results, Mr.
Murphy said that revenues were consistent with the company's
expectations.  "Throughout 2004, we saw continued improvement in
our company operated store performance. I am quite proud of the
efforts our personnel put forward over the past year.  Our back to
basics approach to the business is now bearing fruit," he
explained.  "We will continue to implement solutions to improve
our margins, but expect this trend to level out during 2005, as
many of the cost- level reduction initiatives will have been in
place for approximately one year."

In the fourth quarter, EBITDA increased 43.2% to $10.6 million, or
10.9% of revenues, from $7.4 million, or 7.6% of revenues, during
the comparable fiscal 2003 period.  Adjusted EBITDA for the 13
weeks improved 12.1% to $11.2 million, or 11.5% of revenues, from
$9.9 million, or 10.2% of revenues, in the 2003 quarter. (See
tables at end of this press release for explanation of EBITDA,
adjusted EBITDA and corresponding reconciliations.)  New World's
net loss for the fourth quarter declined to $2.1 million, or 21
cents per basic and diluted share, from a restated $14.0 million,
or $1.43 per share, a year earlier.  In addition to the
improvements in revenues and income from operations, cash flow
from operations was $11.4 million compared with $7.6 million in
the fourth quarter of 2003. General and administrative expenses
were $7.5 million in the fourth quarter of 2004, a 33.2% decrease
from $11.2 million in the comparable 2003 quarter.

New World chief financial officer Richard P. Dutkiewicz also noted
that while posting increases in EBITDA during 2004, New World
continued to narrow the difference between EBITDA and adjusted
EBITDA.

EBITDA is not intended to represent cash flow from operations in
accordance with GAAP and should not be used as an alternative to
net income as an indicator of operating performance or to cash
flow as a measure of liquidity.  Rather, EBITDA is a basis upon
which to assess financial performance.  While EBITDA is frequently
used as a measure of operations and the ability to meet debt
service requirements, it is not necessarily comparable to other
similarly titled measures of other companies due to the potential
inconsistencies in the method of calculation.  The company
presents adjusted EBITDA information because it is relevant to the
covenants in both the $160 million notes and the AmSouth Revolver.

For the year ended December 28, 2004, total revenues decreased by
2.5 % to $373.9 million from $383.3 million in 2003.  The results
primarily reflected a 2.3% decline in retail sales from the
company-operated Einstein Bros. and Noah's New York Bagels
restaurants to $347.8 million from $356.2 million in fiscal 2003.  
Comparable store sales decreased by 1.9 %, reflecting a 5.4% drop
in transactions partially offset by a 3.8% increase in average
check size.

The company reported income from operations of $7.0 million for
fiscal 2004, compared to a restated loss from operations of $17.6
million in fiscal 2003.  Operating results for fiscal 2003
included $5.3 million in impairment charges and $2.1 million in
integration and reorganization charges.

EBITDA for fiscal 2004 rose 48.3% to $35.3 million, or 9.4% of
revenues, from $23.8 million, or 6.2% of revenues, during fiscal
2003, which included net unusual charges of $10.9 million.  
Adjusted EBITDA for 2004 was $36.7 million, or 9.8% of revenues, a
5.6% increase from $34.7 million, or 9.1% of revenues, in fiscal
2003. New World's net loss for 2004 was $17.4 million, or $1.77
per basic and diluted share, compared with a restated net loss of
$73.5 million in fiscal 2003. After including dividends and
accretion on Preferred Stock of $14.4 million, the restated net
loss to common stockholders for fiscal 2003 was $87.9 million, or
$22.71 per share. An equity restructuring completed in September
2003 eliminated the Series F Preferred Stock and its related
dividends and accretion on a going forward basis.

The company's net loss for fiscal 2004 includes a $1.6 million
loss on the abandonment of certain assets, partially offset by
$0.3 million in other income. New World's net loss for the prior
year included a one-time, non-cash loss of $23.0 million on the
exchange of Series F Preferred Stock in connection with the
September 2003 equity restructuring, partially offset by a $1.0
million benefit for the cumulative change in the fair value of
derivatives, a $0.6 million gain on the disposal of assets, a $0.4
million gain on investment in debt securities, and $0.2 million in
other income.

In addition to the improvement in income from operations and the
impact of the aforementioned items, the year-to-year reduction in
New World's net loss reflected a 32.2% decline in net interest
expense to $23.2 million from $34.2 million in fiscal 2003, due to
a debt refinancing completed during the third quarter of 2003.

While revenues decreased during fiscal 2004, gross profit
increased by 2.4% to $67.2 million, or 18.0% of total revenues,
from $65.6 million, or 17.1% of revenues, in 2003.  This increase
was primarily due to improvements in retail cost of sales, with
retail margins rising by 1.3% over 2003.  The company, which
factors all store level expenses into its retail margins, realized
approximately $8.2 million of the margin improvement from the
decision to temporarily reduce marketing expenditures.  Retail
margins also benefited from improvements in labor utilization and
an approximate $1.1 million reduction in group insurance and
workman's compensation claims, offset by commodity cost increases
of approximately $2.4 million.

The year-over-year improvement in income from operations also
reflected a 21.6% decrease in general and administrative (G&A)
expenses to $32.8 million in fiscal 2004 from $41.8 million in
2003, when the company incurred $3.9 million in non-capitalizable
legal and consulting expenses related to the debt refinancing and
equity recapitalization and a re-audit of its fiscal 2000 and 2001
financial results.  The year-over-year reduction in G&A expenses
was also aided by a $1.8 million decrease in bad debt expense due
to improved collection efforts and management of franchisee
receivables.  During fiscal 2004, New World's operations generated
cash flow of $11.0 million compared with cash flow of $2.0 million
in fiscal 2003.  "With the significant improvement in cash flow,
we were able to reinvest $9.3 million of cash in the business,"
said Mr. Dutkiewicz.  "We expect to continue to experience
improvements in cash flow in 2005." Reinvestments during 2004
included $1.2 million for new stores and $5.8 million for
replacement and new equipment at existing company-operated stores,
as well as $0.8 million for manufacturing operations and $1.5
million for general corporate purposes.

In the fourth quarter of 2004, New World unveiled five test
concept Einstein Bros. Cafe (EB Cafe) restaurants in Colorado.  
The first new unit of this quick casual concept opened in Denver's
Stapleton area in October.  Shortly thereafter, New World
retrofitted four additional Einstein Bros. Bagel restaurants
located in the Denver and Colorado Springs markets.  In addition
to Einstein Bros.' traditional bagels and an expanded breakfast
menu, the new concept offers an extensive lunch menu with a
culinary focus on innovative items using fresh and high quality
ingredients. The restaurants also feature a more sophisticated,
upgraded look inside and out, as well as improvements to customer
service systems.

"To date, we are pleased with the results we have seen during the
first few weeks of the operations, with gains shown in average
check size and a higher proportion of sales being generated during
the afternoon day-part compared to our traditional Einstein
locations," said Mr. Murphy. "We are closely analyzing the data
from these restaurants to determine the need for modifications to
the menu offerings, physical layout, operational and design
elements before going forward with future retrofits or new
locations.

"Our current plan is to convert the existing Einstein Bros. Bagel
locations to the EB Cafe concept over an approximate three-year
time frame on a market-by-market basis," he continued. "By
converting the restaurants on a market basis, as we did in
Colorado Springs, we can develop a consistent marketing and
advertising message to our customers, and minimize the impact that
supporting multiple brands within the same market would have on
our distribution partners."

New World is currently in discussion with Bear Stearns regarding
the refinancing of its $160 million notes and the AmSouth
Revolver, which may reduce interest expense.

As disclosed in a separate press release, New World determined
that it was appropriate to adjust certain prior financial
statements for leasehold amortization.  These adjustments are all
non-cash and have no impact on cash flows, cash position,
revenues, same-store sales, and EBITDA.  

                        About the Company

New World Restaurant Group, Inc. (Pink Sheets: NWRG.PK) is a
leading company in the quick casual restaurant industry.  The
company operates locations primarily under the Einstein Bros. and
Noah's New York Bagels brands and primarily franchises locations
under the Manhattan Bagel and Chesapeake Bagel Bakery brands.  As
of December 28, 2004, the company's retail system consisted of 453
company-operated locations, as well as 180 franchised, and 57
licensed locations in 34 states, plus D.C. The company also
operates a dough production facility.

At Dec. 28, 2004, New World Restaurant's balance sheet showed a
$112,483,000 stockholders' deficit, compared to a $95,153,000
deficit at Dec. 30, 2003.


NORTEL NETWORKS: Declares Preferred Shares Series 5 Dividends
-------------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 [TSX: NTL.PR.F] and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7 [TSX:
NTL.PR.G].

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.  The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime.  The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime.  The
dividend on each series is payable on April 12, 2005 to
shareholders of record of such series at the close of business on
March 31, 2005.

                          About Nortel

Nortel Networks Ltd. is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information. Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation is based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.

The properties are secured by five single-tenant, office/R&D
buildings in Research Triangle Park, North Carolina that are
leased to Nortel (B-/Watch Developing), which guarantees the
payment and performance of all obligations of the leases.  The
lease payments do not fully amortize the notes.  A surety bond
from ZC insures the balloon amount.

Due to the withdrawal of the rating on ZC, Standard & Poor's
current analysis incorporates the rating on Nortel and internal
valuations of the properties, including balloon risk. The
valuations factored in current market data.  The rating will not
necessarily be in alignment with Nortel's due to the balloon risk,
which is no longer mitigated by a rated entity.

A balloon payment of $74.7 million is due at maturity in
August 2016.  If this amount is not repaid, the indenture trustee
can obtain payment from the surety, provided certain conditions
are met.


NORTEL NETWORKS: Will File Financial Statements by End of March
---------------------------------------------------------------
Nortel Networks Corporation [NYSE/TSX:NT] and its principal
operating subsidiary, Nortel Networks Limited, provided a status
update pursuant to the alternative information guidelines of the
Ontario Securities Commission.

These guidelines contemplate that the Company and NNL will
normally provide bi-weekly updates on their affairs until such
time as they are current with their filing obligations under
Canadian securities laws.

                  Filing of Financial Statements
               for Third Quarter 2004 and Year 2004

The Company expects that it and NNL will file their unaudited
financial statements for the third quarter of 2004, and related
Quarterly Reports on Form 10-Q and corresponding Canadian filings,
by the end of March 2005, and their audited financial statements
for the year 2004, and related Annual Reports on Form 10-K and
corresponding Canadian filings, by the end of April 2005.  The
Company and NNL will therefore each be filing with the United
States Securities and Exchange Commission a Form 12b-25
Notification of Late Filing relating to the delay in filing their
2004 Annual Reports.

The Company's expectation as to timing of filing their financial
statements is subject to change due to limitations including:
previously announced material weaknesses in the Company's internal
control over financial reporting and the review or audit of the
Nortel financial statements by the Company's external auditors.

Also, the Company continues to work with its external auditors on
the internal control reports required for the first time in
connection with the 2004 Annual Reports under s.404 of the
Sarbanes-Oxley Act of 2002.

Also, the Company disclosed that it ended 2004 with approximately
US$3.7 billion in cash.  

                   Annual Shareholders' Meeting

As previously announced, the Company was granted an order by the
Ontario Superior Court of Justice extending the time for calling
the Company's 2004 Annual Shareholders' Meeting to a date no later
than May 31, 2005, or such later date as the Court may further
permit.  This extension was obtained, after discussions with the
Staff of the SEC, to permit compliance with a specific SEC rule
which would require, in these circumstances, that the Company
provide to shareholders its 2004 audited financial statements
either prior to or concurrently with the mailing of the proxy
materials for the Meeting.

As this would not be possible if the Meeting were to be held by
May 31, 2005, in light of the Company's current expectation as to
the timing for filing its 2004 audited financial statements, the
Company intends to seek a Court order extending the time for
holding the Meeting to a date no later than June 30, 2005.  If the
order is granted, the Company intends to hold a combined Annual
Shareholders' Meeting for fiscal years 2003 and 2004 by such date.  

                         Debt Securities

As a result of the delay in filing the Company's and NNL's 2004
Third Quarter Reports and the anticipated delay in filing their
2004 Annual Reports, the Company and NNL are not in compliance
with their obligations to deliver their SEC filings to the
trustees under their public debt indentures.

While a notice of default could have been given at any time after
March 30, 2004, by holders of at least 25 percent of the
outstanding principal amount of any relevant series of debt
securities, neither the Company nor NNL has received any such
notice as of Feb. 25, 2005.  EDC Support Facility As previously
announced, the current waiver from Export Development Canada of
certain defaults related to the delayed filings and related
breaches under the EDC performance-related support facility will
expire on March 15, 2005.

As the Company and NNL currently expect to file the 2004 Third
Quarter Reports by the end of March 2005, EDC will have the right,
on March 15, 2005 (absent a further waiver in relation to the
delayed filings and related breaches), to terminate the EDC
Support Facility, exercise certain rights against collateral or
require NNL to cash collateralize all existing support.  In
addition, EDC will also have this right on March 30, 2005 (absent
a further waiver) as the Company and NNL do not expect to deliver
their 2004 Annual Reports by such date.

While NNL intends to seek a new waiver from EDC in connection with
the delay in filing the 2004 Third Quarter Reports and 2004 Annual
Reports, there can be no assurance that NNL will receive a new
waiver or as to the terms of any such waiver.  For other
information on the EDC Support Facility and related breaches, see
the Company's press release "Nortel Announces New Waiver from
Export Development Canada" dated Feb. 15, 2005.  The Company and
NNL reported that there have been no material developments in the
matters reported in their status updates of June 2, 2004 through
February 1, 2005; and the Company's press release "Nortel
Announces New Waiver from Export Development Canada" dated
February 15, 2005, with the exception of the matters described
above.

The Company's and NNL's next bi-weekly status update is expected
to be released during the week of March 14, 2005.

                          About Nortel

Nortel Networks Ltd. is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information. Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation is based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.

The properties are secured by five single-tenant, office/R&D
buildings in Research Triangle Park, North Carolina that are
leased to Nortel (B-/Watch Developing), which guarantees the
payment and performance of all obligations of the leases.  The
lease payments do not fully amortize the notes.  A surety bond
from ZC insures the balloon amount.

Due to the withdrawal of the rating on ZC, Standard & Poor's
current analysis incorporates the rating on Nortel and internal
valuations of the properties, including balloon risk. The
valuations factored in current market data.  The rating will not
necessarily be in alignment with Nortel's due to the balloon risk,
which is no longer mitigated by a rated entity.

A balloon payment of $74.7 million is due at maturity in
August 2016.  If this amount is not repaid, the indenture trustee
can obtain payment from the surety, provided certain conditions
are met.


OGLEBAY NORTON: Court Approves Settlement with London Insurers
--------------------------------------------------------------
Oglebay Norton and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy for the District of Delaware to
enter into settlement agreements with certain asbestos plaintiffs
and the London Trust Insurers.

The tort claimants are represented by Kelley & Ferraro, LLP,
Bevan & Associates LPA, Climaco, Lefkowitz, Peca, Wilcox &
Garofoli Co., LPA, et. al.

The settlement with the tort plaintiffs resolve approximately
20,000 asbestos claims asserted against the Debtors.  These
settlement agreements include:

    i) the Kelley Settlement resolving claims for $31 million;

   ii) the Baron Settlement resolving claims for $1,535,600,000;

  iii) the Silber Settlement resolving claims for $3,168,000;

   iv) the Jaques Settlement resolving claims for $1.5 million;

    v) the Cooney Settlement differs from the other settlements
       because it provides a specific recovery for each particular
       documented illness (primarily mesothelioma and lung
       cancer); the Debtors estimate the settlement at
       approximately $16 million; and

   vi) the Angelos Settlement resolving claims for $53,203,600
       which will be paid entirely from the Debtors' London
       insurance trust and various insurance policies.

To facilitate the different settlements, the London Trust Insurers
agrees to make payments within 30 business days to a tort
plaintiff upon submission of medical evidence on a claim that
meets the criteria under the applicable settlement agreement.

Headquartered in Cleveland, Ohio, Oglebay Norton Company -
http://www.oglebaynorton.com/-- mines, processes, transports and  
markets industrial minerals for a broad range of applications in
the building materials, environmental, energy and industrial
market.  The Company and its debtor-affiliates filed for chapter
11 protection on February 23, 2004 (Bankr. D. Del. Case Nos.
04- 10559 through 04-10560).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $650,307,959 in total assets and
$561,274,523 in total debts.  The Debtors' plan of reorganization
became effective on Jan. 31, 2005.


OWENS CORNING: Board Approves 2005 Executive Salary Increases
-------------------------------------------------------------
On February 2, 2005, the Compensation Committee of Owens
Corning's Board of Directors approved new annual base salaries
for two Executives -- Charles E. Dana and George E. Kiemle -- as
well as for other executive officers, effective February 16, 2005.
Owens Corning's Senior Vice-President Stephen K. Krull reports
that Mr. Dana, Vice-President and President of Composite
Solutions Business, will get $350,000 annual base salary.  Mr.
Kiemle as Vice-President and President of the Insulating Systems
Business will get $325,000 annual salary.

The Compensation Committee also approved the funding measures
applicable to the Company's Corporate Incentive Plan for the
2005 performance period and for the Company's Long Term Incentive
Plan for the 2005-2007 performance period:

   (1) The funding measures applicable to the Corporate Incentive
       Plan for the 2005 performance period are "income from
       operations" (weighted at 75%) and "cash flow from
       operations" (weighted at 25%).  These funding measures are
       the same funding measures that were applicable to the
       Corporate Incentive Plan for the 2004 performance period;
       And

   (2) The funding measure applicable to the Long Term Incentive
       Plan for the 2005-2007 performance period is "average
       annual return on net assets".  This funding measure is the
       same funding measure that was applicable to the one-year
       transition performance period cycle for 2004 under the
       Long Term Incentive Plan.

Owens Corning has adopted the form of Key Employee Retention
Incentive Plan that will be utilized for calendar year 2005 under
its Bankruptcy Court-approved retention program.  A copy of the
form of Owens Corning Key Employee Retention Incentive Plan is
available at no cost at:
http://www.sec.gov/Archives/edgar/data/75234/000118143105011984/rrd69861_4030.htm

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


OXSHOTT REALTY: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Oxshott Realty Trust
        23852 Pacific Coast Highway #180
        Malibu, California 90265

Bankruptcy Case No.: 05-11088

Chapter 11 Petition Date: February 28, 2005

Court: Central District of California (San Fernando Valley)

Judge: Maureen A. Tighe

Debtor's Counsel: Carolyn J. Wallace, Esq.
                  28711 Pacific Coast Highway #28
                  Malibu, CA 90265
                  Tel: 310-457-9133

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
Mr. & Mrs. L.J. Galardi                    $320,000
8975 Route 66
Ashland, OR 97520


PARMALAT USA: ReGen & Riverside Say Plan Fails "Good-Faith" Test
----------------------------------------------------------------
ReGen Capital I, Inc., and Riverside Claims, LLC, observe that
Parmalat USA Corporation and its U.S. debtor-affiliates attempt to
paint the settlement contained in the Plan as one that is
beneficial to all parties involved, including Farmland Dairies,
LLC's general unsecured creditors.  However, the practical reality
of the settlement indicates otherwise.  Although the settlement
proposed by the Plan seems to subordinate the interests of GE
Capital Public Finance, Inc., in Reorganized Farmland to that of
general unsecured creditors, the reality is that the settlement
actually favors GE in numerous ways, with little or no protection
for general unsecured creditors against GE putting its interests
ahead of theirs.

ReGen and Riverside relate that the recovery of general unsecured
creditors is effectively subordinated to GE's preferred interests
under the Plan.  The Plan expressly provides that under certain
circumstances, the Note to be given to Farmland's general
unsecured creditors will be subordinated to the preferred
interests being given to GE, and there are few, if any,
safeguards in the Plan to prevent this from happening.

ReGen and Riverside explain that in the likely event of a Note
subordination, instead of general unsecured creditors receiving a
more certain, albeit smaller recovery, as implied by the Plan,
they will actually have to wait for GE to receive a recovery of
35% on their claims before any recovery will be received on the
Note.  If Reorganized Farmland is successful and decides to sell
its assets, achieving the result GE initially sought, the Note
becomes subordinated to GE's interests.  In return for
subordinating their Note, however, general unsecured creditors
get no participation in Reorganized Farmland's upside.  Even if
the Note were paid at some point, the maximum return to general
unsecured creditors from the estate would be 33%, excluding any
interest paid on the Note.

Thus, ReGen and Riverside contend that the Plan should not be
confirmed if the subordination provision remains in place.

Subordination of the general unsecured creditors' Note is not the
only way in which the Plan favors GE.  ReGen and Riverside add
that the potential for fluctuation in the amount of general
unsecured claims also favors GE, as the Plan does not provide a
mechanism which protects general unsecured creditors from allowed
claims being higher than anticipated.

In addition, the Plan proposes a structure that is rife with
conflicts of interest on GE's part.  The Plan's structure
facilitates self-interested decision-making for GE.  The
Plan provides that GE gets all of the preferred and 80% of the
common stock of Reorganized Farmland, and will essentially own
the company and control its directors and officers.  However,
while GE will have fiduciary duties stemming from its
directorship and ownership roles, it is in its own interest to
sell the company, therefore having its preferred interests
propelled ahead of the Note.

For these reasons, ReGen and Riverside contend that the Plan is
not proposed in good faith and cannot pass the "essential smell
test."

Furthermore, concerns about GE controlling Reorganized Farmland
and, under the terms of the Plan, the return to general unsecured
creditors, are elevated by GE's prior conduct in the Montgomery
Ward case.  In a similar situation, GE became the equity owner
under Montgomery Ward's Chapter 11 Plan.  However, it has been
alleged that GE took a less than even-handed approach to its
varied and, at times, conflicting, fiduciary duties as owners and
directors.  GE was also intent on misleading and deceiving its
creditors.  These allegations, ReGen and Riverside tell Judge
Drain, demonstrate that concerns about the control given to GE
under the Plan are not merely speculative or hypothetical,
especially since the very terms of the Plan render GE's interests
conflicting.

Moreover, because it has been shown that the Plan favors GE and
because the Plan proponents have failed to provide a valuation,
ReGen and Riverside assert that it is imperative that the Court
require, at a minimum, that a valuation of the equity in
Reorganized Farmland be provided.  A market test should also be
conducted to establish the fair value of the equity and ensure
that the highest and best value is attained for the benefit of
the U.S. Debtors' constituents.

ReGen and Riverside further note that the Plan is flawed in that
it provides that preference actions against potential defendants,
whose aggregate payments during the preference period are
estimated to be at least $126,000,000, have been inexplicably
waived.  Recovery of even a small fraction of the preferential
payments would have brought a substantial increase in the pool of
funds to be distributed to unsecured creditors.

For all these reasons, ReGen and Riverside ask the Court to deny
confirmation of the U.S. Debtors' Plan.

As reported in the Troubled Company Reporter on March 1, the
hearing to consider confirmation of the Debtors' Revised Plan has
been adjourned to March 7, 2005, at 10:00 a.m.

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


PEABODY ENERGY: Board of Directors Elects Gregory Boyce as CEO
--------------------------------------------------------------
Peabody Energy's (NYSE: BTU) Board of Directors has elected
Gregory H. Boyce to the position of President and Chief Executive
Officer, effective Jan. 1, 2006.  Chairman and Chief Executive
Officer Irl F. Engelhardt will continue his CEO duties through
2005, and will remain employed as Chairman of the Board on Jan. 1,
2006.  Mr. Boyce was also elected to the Board of Directors,
effective March 1, 2005, and has been named Chairman of the
Executive Committee of the Board.

"Several years ago, I suggested to the Board that we begin an
orderly succession planning process, a hallmark of a highly
successful company.  We have moved carefully through the process
and have an excellent successor and transition plan in place,"
said Mr. Engelhardt.  "Under Greg's leadership as President and
Chief Operating Officer, Peabody has achieved record safety,
productivity and production results, and I am confident that his
experience and skills will lead Peabody to new heights.  Greg and
I will work together to ensure a seamless transfer, and I look
forward to contributing to Peabody's success as Chairman."

"Peabody has an excellent team, assets and financial position, and
an industry-leading record in creating value," said Mr. Boyce.  
"We have entered an extended period of industry growth, as coal is
the only fuel source capable of meeting expanding global demand
for energy.  I will ensure that we continue our strong growth,
focusing on safety, executing the basics, expanding our
international presence, and participating in new generation
projects and Btu Conversion technologies."

Mr. Boyce joined Peabody in October 2003 as President and Chief
Operating Officer following a comprehensive search.  He has
extensive U.S. and international management, operating and
engineering experience.  Prior to joining Peabody, Mr. Boyce
served as Chief Executive Officer - Energy for international
mining company Rio Tinto in London, with responsibility for a
worldwide coal and uranium portfolio.  Prior to that, he was
President and Chief Executive Officer of Kennecott Energy Company.
During his tenure, Kennecott more than tripled sales volume and
grew to become the second-largest U.S. coal company.  Other prior
positions include President of Kennecott Minerals Company and
Executive Assistant to the Vice Chairman of Standard Oil of Ohio.
Mr. Boyce holds a Bachelor of Science Degree in Mining Engineering
from the University of Arizona, and completed the advanced
management program from the Graduate School of Business at Harvard
University.

                        About the Company

Peabody Energy (NYSE: BTU) is the world's largest private-sector
coal company, with 2004 sales of 227 million tons of coal and $3.6
billion in revenues.  Its coal products fuel more than 10 percent
of all U.S. electricity and 3 percent of worldwide electricity.

                         *     *     *

Moody's Rating Services and Standard & Poor's assigned their low-B
ratings to Peabody Energy's $650 million of outstanding 6-7/8%
Senior Notes in March 2003.  Peabody posted losses for two
quarters in the middle of 2003 and has reported profits every
quarter thereafter.


QWEST COMMS: Verizon Opens Talks Between Qwest & MCI for Two Weeks
------------------------------------------------------------------
Verizon Communications Inc. (NYSE: VZ) and MCI, Inc. (Nasdaq:
MCIP) have agreed that MCI may engage in further discussions with
Qwest Communications International Inc. (NYSE: Q) through
March 17, subject to the applicable provisions of the Feb. 14
agreement for Verizon to acquire MCI.  The following statement has
been issued by Verizon:

   "Verizon recognizes that it is in the best interests of the
   stakeholders of both Verizon and MCI to address recent market
   speculation regarding Qwest's claims that it can deliver
   greater value to MCI's shareholders.  Notwithstanding this
   speculation, we believe that this process will result in MCI
   reaching the same conclusion that it reached after seven months
   of discussions with Qwest.

   "Verizon is the best partner for MCI, with the most compelling
   value proposition for its shareholders. Verizon is a
   financially strong, diversified communications company
   positioned for growth across all customer segments with both
   wired and wireless products. The company has a proven track
   record of completing transactions and delivering value for
   customers, employees, bondholders and shareholders."


Following is Verizon's letter to MCI:


   March 2, 2005


   MCI, Inc.
   22001 Loudoun County Parkway
   Ashburn, Virginia 20147


   Ladies and Gentlemen:

      You and we are party to the Agreement and Plan of Merger
   dated as of February 14, 2005 among Verizon Communications
   Inc., Eli Acquisition, LLC and MCI, Inc. (the "Agreement").
   Capitalized terms used without definition in this letter have
   the meanings ascribed to them in the Agreement.

   Section 6.5(a) of the Agreement provides that you may not
   furnish information to or engage in discussions with Persons
   who make a Takeover Proposal without making certain specified
   findings. The purpose of this letter is to reflect our
   agreement that, from and after the date hereof and prior to
   March 18, 2005 you and your Representatives may engage in the
   activities described in subparagraphs (x) and (y) of Section
   6.5(a) of the Agreement with Qwest Communications
   International, Inc. or its Representatives without having made
   the determinations contemplated by the proviso immediately
   following clause (y) thereof. For the avoidance of doubt,
   nothing in this letter shall relieve you of the obligation to
   comply with the other provisions of the Agreement, including
   the other provisions of Section 6.5, or prejudice your ability
   to make any future determination under the above-referenced
   proviso.

   Please signify your concurrence with the foregoing by signing
   below.


   Sincerely,


   VERIZON COMMUNICATIONS INC.


   By: ______________________________
       John W. Diercksen


     Accepted and agreed:


     MCI, INC.


     By: _______________________________
     Anastasia D. Kelly

Verizon intends to file a registration statement, including a
proxy statement of MCI, and other materials with the Securities
and Exchange Commission in connection with the proposed
transaction.  We urge investors to read these documents when they
become available because they will contain important information.
Investors will be able to obtain free copies of the registration
statement and proxy statement, as well as other filed documents
containing information about Verizon and MCI, at
http://www.sec.gov/the SEC's website. Investors may also obtain  
free copies of these documents at http://www.verizon.com/investor
or by request to Verizon Communications Inc., Investor Relations,
1095 Avenue of the Americas, 36th Floor, New York, NY 10036.  Free
copies of MCI's filings are available at
http://www.mci.com/about/investor_relationsor by request to MCI,  
Inc., Investor Relations, 22001 Loudoun County Parkway, Ashburn,
VA 20147.

Verizon, MCI, and their respective directors, executive officers,
and other employees may be deemed to be participants in the
solicitation of proxies from MCI shareowners with respect to the
proposed transaction.  Information about Verizon's directors and
executive officers is available in Verizon's proxy statement for
its 2004 annual meeting of shareholders, dated March 15, 2004.  
Information about MCI's directors and executive officers is
available in MCI's annual report on Form 10-K for the year ended
December 31, 2003.  Additional information about the interests of
potential participants will be included in the registration
statement and proxy statement and other materials filed with the
SEC.

                           About MCI

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/--is a pre-eminent global   
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 74; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


RAVENEAUX LTD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Raveneaux, Ltd.
        dba Raveneaux Country Club
        9415 Cypresswood Drive
        Spring, Texas 77379

Bankruptcy Case No.: 05-32734

Type of Business: The Debtor operates a country club,
                  a golf course and tennis courts.
                  See http://www.raveneaux.com/

Chapter 11 Petition Date: February 24, 2005

Court:  Southern District of Texas (Houston)

Judge:  Karen K. Brown

Debtor's Counsel: Edward L. Rothberg, Esq.
                  Hugh Massey Ray, III, Esq.
                  Melissa Anne Haselden, Esq.
                  Weycer Kaplan Pulaski & Zuber, P.C.
                  11 Greenway Plaza, Suite 1400
                  Houston, Texas 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

Total Assets: $15,000,000

Total Debts:  $11,000,000

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Janet Brittain                                $415,000
200 Winrow
Jamestown, North Carolina 27282
Tel: (336) 454-5451

Kate Mower                                    $351,458
31 East Elm Unit 1-A
Chicago, Illinois 60611
Tel: (312) 944-6348

Von Hagge, Smelek, Baril                      $349,000
Attn: Bob Von Hagge
17823 Theiss Mail Route
Spring, Texas 77379
Tel: (281) 376-8282

Mike Watford                                  $100,000
6519 Wimbledon Trail
Spring, Texas 77379

C.W. Stubbs                                    $87,979

Sysco Food Services                            $36,015

BWI-Schulenburg                                $29,719

Champions Hydro-Lawn                           $25,000

United Healthcare                              $22,589

Metzger Construction                           $20,000

Mizuno USA, Inc.                               $17,525

Nu West Golf Course Construction               $17,500

Footjoy/Acushnet                               $17,444

Alexander Engineering                          $15,000

Champions Printing Publishing                  $14,577

Titleist/Acushnet                              $10,775

Tail, Inc.                                     $10,511

Raveneaux, Inc.                                 $6,640

Polo Ralph Lauren                               $6,619

TAI Consulting                                  $4,693


REFOCUS GROUP: Closes $7 Million Financing from Medcare Investment
------------------------------------------------------------------
Refocus Group, Inc. (OTC: RFCG.OB), a medical device company
engaged in the research and development of treatments for eye
disorders, reported the closing of the first half of a financing
commitment totaling $14 million from Medcare Investment Fund III,
Ltd. of San Antonio, Texas.

At the first closing on March 1, 2005, the company issued to
Medcare 280,000 shares of its newly authorized Series A-1
Convertible Preferred Stock for an aggregate offering price of
$7 million.  The Series A-1 Convertible Preferred Stock is
convertible into Common Stock at $0.25 per share.  As part of this
transaction, Medcare has committed to purchasing an additional
280,000 shares of the company's newly authorized Series A-2
Convertible Preferred Stock for an aggregate offering price of an
additional $7 million at a second closing to occur no sooner than
12 months after the initial closing and upon the company's
achievement of an FDA clinical trial milestone, and subject to
other customary closing conditions.  The Series A-2 Convertible
Preferred Stock is convertible into Common Stock at $0.25 per
share. Finally, Medcare was additionally granted a two-year
warrant to purchase up to 133,334 shares of the company's newly-
authorized Series A-3 Convertible Preferred Stock for an aggregate
exercise price of up to $4 million.  The Series A-3 Convertible
Preferred Stock is convertible into Common Stock at $0.30 per
share.  This closing in total has the potential of providing
Refocus Group with up to $18 million in aggregate financing
between now and March 2007 (assuming the close of the second
offering as well as the exercise of all warrants granted as part
of this closing).

As of the March 1 closing, Medcare is the beneficial owner of
greater than 50 percent of the outstanding voting stock of the
company.  Medcare has the option to nominate up to one-half of the
board of directors.  Effective as of the closing, David Williams
and Chuck Edwards have resigned from the company's board of
directors, and Thomas W. Lyles, Jr. and Doug Williamson have
joined the company's board.

The company will use the net proceeds of the first closing for the
repayment of debt, for expansion of its scleral spacing procedure
(SSP) clinical trials program and for capital expenditures and
general corporate purposes.  Following this closing, Refocus Group
plans to explore the possible termination of the company's
financial reporting obligations under the Securities and Exchange
Act of 1934 (i.e., explore "going private") in order to reduce
costs directly relating to such reporting obligations, such as
annual audit, legal, insurance and other expenses.  For more
information on "going private" in general, refer to
http://www.sec.gov/answers/gopriv.htmFurther information  
regarding the financing, including the terms of the Series A
Convertible Preferred Stock, will be included in the company's
Form 8-K to be filed shortly.

As reported in the Troubled Company Reporter on Feb. 1, 2005,
Refocus Group  disclosed the closing of an additional interim
financing in the amount of $500,000.  The proceeds of this
financing will be utilized by the company to fund the continued
evaluation of the U.S. Food and Drug Administration Phase II
clinical trial of its Scleral Spacing Procedure for the surgical
treatment of presbyopia, and for general corporate purposes.

The new interim financing involved the issuance of secured debt.

             About Medcare Investment Fund III, Ltd.

Medcare Investment Fund III, Ltd. is a San Antonio, Texas based
venture capital group that directly or through its founders have
been successfully involved in developing early stage medical
devices and founding of other early stage medical enterprises.

           About Refocus Group's Scleral Spacing Procedure

Refocus Group's Scleral Spacing Procedure for surgically treating
presbyopia, primary open-angle glaucoma and ocular hypertension
utilizes four scleral implants, each about the size of a small
grain of rice, which are surgically implanted just under the
surface of the sclera (white of eye) in four quadrants.  
Presbyopia is a vision disorder that affects virtually 100 percent
of the population over age 40, while glaucoma affects millions
worldwide and is a leading cause of blindness.  The surgical
procedure is the same for presbyopia, glaucoma and/or ocular
hypertension.  For the latter of these two conditions, the company
believes that the procedure helps restore the natural base-line
tension in the ciliary body, allowing for improvement in the
natural drainage of the eye and the lowering of intraocular
pressure.  In the case of presbyopia, the company believes that
the procedure helps reduce the crowding of the underlying tissues
surrounding the crystalline lens, allowing the muscles to once
again naturally reshape the lens and accommodate (focus) the eye.  
The uniqueness of the company's technology is that it does not
remove tissue from the eye, does not affect the cornea and is
believed to be fully reversible -- unlike laser vision surgery or
more invasive treatments involving the permanent removal and
replacement of the crystalline lens with an intraocular lens.  The
procedure can be performed on an outpatient basis under topical or
local anesthesia.  The company's implant device is limited, in the
United States, by federal law to investigational use, pending
approval by the Food and Drug Administration.

                        About Refocus Group

Refocus Group (OTC: RFCG.OB) -- http://www.refocus-group.com/--   
is a Dallas- based medical device company engaged in the research
and development of treatments for eye disorders.  Refocus holds
over 100 domestic and international pending applications and
issued patents, the vast majority directed to methods, devices and
systems for the treatment of presbyopia, ocular hypertension,
primary open-angle glaucoma and macular degeneration.  The
company's most mature device is its patented scleral implant and
related automated scleral incision handpiece and system, used in
the Scleral Spacing Procedure for the surgical treatment of
presbyopia, primary open-angle glaucoma and ocular hypertension in
the human eye.

At Sept. 30, 2004, Refocus Group's balance sheet showed a  
$1,610,344 stockholders' deficit, compared to $1,150,451 in  
positive equity at Dec. 31, 2003.


RELIANCE GROUP: Wants Court Nod on D&O Litigation Settlement Pact
-----------------------------------------------------------------
The Official Unsecured Bank Committee and the Official Unsecured
Creditors' Committee for the estates of Reliance Group Holdings,
Inc., and Reliance Financial Services Corporation, and the
Debtors ask Judge Gonzalez of the United States Bankruptcy Court
for the Southern District of New York to approve a Settlement
Agreement that resolves all outstanding disputes between Reliance
Insurance Company and its former Officers and Directors.
                           D&O Litigation

On June 24, 2002, M. Diane Koken, as Pennsylvania Insurance
Commissioner and Liquidator for RIC, filed a complaint in the
Commonwealth Court against 17 RIC former Officers and Directors,
namely:

    -- Saul P. Steinberg,
    -- Robert M. Steinberg,
    -- George R. Baker,
    -- George E. Bello,
    -- Dennis A. Busti,
    -- Lowell C. Freiberg,
    -- Kenneth R. Frohlich,
    -- Thomas P. Gerrity,
    -- Stewart J. Gerson,
    -- Linda S. Kaiser,
    -- Jewell J. McCabe,
    -- Bernard Schwartz,
    -- Richard E. Snyder,
    -- Bruce E. Spivery,
    -- Howard E. Steinberg,
    -- James E. Yacobucci, and
    -- Paul W. Zeller.

                         Preference Actions

On October 2, 2003, the Liquidator filed an additional complaint
in the Commonwealth Court against Robert M. Steinberg.  The
Liquidator has also asserted claims and actions relating to
questionable payments and transfers made by RIC to other former
Officers and Directors, namely:

    -- John P. Cavoores,
    -- Robert C. Olsman,
    -- George T. Van Gilder,
    -- Albert Marino,
    -- David H. McElroy,
    -- Roger Walker,
    -- A. Raymond Williams, and
    -- Carl D. Sullo.
                       Collateral Litigation
In addition, four collateral lawsuits involve or implicate the
interests of RIC and the Debtors' estates and their rights to the
proceeds of certain insurance policies:

      (a) LaManna v. Steinberg et al., E.D. Pa. Civil Action No.
          01-CV-3571;

      (b) In re Reliance Group Holdings, Inc. Securities
          Litigation, S.D.N.Y. Civil Action No. 00-CV-4653;
      (c) Dalicandro v. Legalgard, Inc., et al., E.D. Pa. Civil
          Action No. 2:99-CV-03778; and

      (d) Sandenhill, Inc. v. Reliance Insurance Company, et al.,
          Adversary Proceeding No. 03-1162, In re Sandenhill,
          Inc., E.D. Pa. Bankr. Case No. 02-11232.

                        Deloitte Litigation

On October 15, 2002, the Liquidator filed a complaint in the
Commonwealth Court against RIC's outside auditor, Deloitte &
Touche LLP, and its appointed actuary, Jan A. Lommele.  The
Settlement Agreement does not resolve the claims asserted in the
Deloitte Litigation.

                Insurance Policies & Prior Agreements

RGH, RFSC and RIC provided their directors and officers with
certain director and officer liability insurance coverage under
policies issued by Lloyd's Underwriters, Greenwich Insurance
Company, and Clarendon Insurance Company.
The Insurers have either disputed the existence of coverage or
reserved the right to deny coverage to certain Defendants.
Lloyd's Underwriters, however, has been paying certain defense
costs.

Andrew P. DeNatale, Esq., at White & Case, counsel for the Bank
Committee, and Arnold Gulkowitz, Esq., at Orrick, Herrington &
Sutcliffe, counsel for the Creditors' Committee, tell the
Bankruptcy Court that due to protracted and expensive litigation
related to the D&O Actions, the Insurers have paid out over
$20,000,000 in defense costs.  In addition, the Collateral
Litigation has consumed over $7,000,000 under the Policies.  In
total, the Policies have been tapped for $27,196,186 in defense
costs.  The maximum insurance limits on the Policies are
estimated at $125,000,000.  Every hour of legal activity reduces
the potential recovery for recipient parties.  As a result, it is
important to act quickly to realize the greatest amount possible
for policyholders and other stakeholders.  Absent a settlement,
the amount available for the estates will be eroded by continued
defense cost payments.

The Committees and the Debtors agreed in 2003 not to bring any
actions they may have against the former Directors and Officers
in exchange for a 40% share in any recovery the Liquidator
obtains.  In a 2004 Settlement, RGH is to recover 72.5% and RFSC
is to recover 27.5% of the 40% share of the Liquidator's recovery
on account of the D&O Lawsuit.  Thus, RGH is entitled to 29% of
the Liquidator's recovery and RFSC is entitled to 11% of the
Liquidator's recovery.  Assuming an $85,000,000 recovery, this
amounts to $24,650,000 for RGH and $9,350,000 for RFSC.

                      The Settlement Agreement

After years of litigation and months of intensive mediation, the
former Officers and Directors, the Insurers and the Liquidator,
with the consent of the Committees, have reached a Settlement
Agreement that resolves all disputes between RIC and its former
Officers and Directors.

Pursuant to the Settlement Agreement, the Insurers will pay
$122,640,289 out of the Policies to fund a settlement account to
resolve the Lawsuits.  Out of the Settlement Amount, $21,384,000
is reserved for final resolution of the Collateral Litigation.
Also, $13,500,000 will be paid into an escrow fund for future
defense and claim costs of the former Officers and Directors.
Upon termination of the Escrow Agreement, any funds remaining in
the escrow account will be paid to the Liquidator, with the
Debtors' estates receiving 40% of that amount, to be split
between the Debtors' estates in accordance with the 2004 RGH/RFSC
Settlement.  The Liquidator will receive at least $85,000,000,
with accrued interest.

If the Settlement Amount falls below $85,000,000, exclusive of
accrued interest, the Liquidator has the exclusive right to
terminate the Settlement Agreement.

The Insurers and their contributions to the Settlement are:

    Insurer                          Policy No.      Contribution
    -------                          ----------      ------------
    Underwriters at Lloyd's, London
    and Companies                    FD9900896        $97,803,814
                                     FD9701593
                                     FD9804211

                                     FD9701594
                                     FD9798178

    Greenwich Insurance Company      ELU 82236-01     $24,000,000
                                     ELU 82237-01
    Clarendon National
    Insurance Company                MAG 1440057950000 $1,000,000
The Collateral Litigation will be resolved under these
conditions:

         a) LaManna

                Settlement Cap: $4,940,000
                Defense Costs Cap: $55,000

         b) Securities Action:

                Settlement Cap: $15,000,000
                Defense Costs Cap: $300,000

         c) Dalicandro and Sandenhill:

                Settlement Cap: $990,000
                Defense Costs Cap: $99,000

The Liquidator, RGH, RFSC, the former Officers and Directors and
the Insurers will execute a joint tortfeasor release and mutual
release.  This will release all claims by the Debtors, the
Debtors' creditors who are not "opt-out creditors" under the
Debtors' plans of reorganization and by RIC against the former
Officers and Directors and the Insurers.  The releases will also
release all claims by the former Officers and Directors and the
Insurers against the Debtors and RIC.

Messrs. Bello and Freiberg will dismiss with prejudice the
adversary proceeding captioned Bello et al. v. Syndicate 1212 at
Lloyd's, London, Adversary Proceeding No. 03-1162, filed in
connection with the Debtors' Chapter 11 cases.

The Liquidator will dismiss the D&O Litigation with prejudice.
Execution of the Settlement Agreement does not constitute
evidence of wrongdoing or culpability.

According to Messrs. Gulkowitz and DeNatale, the Committees and
their professionals have examined the Settlement Agreement and
they believe it will produce a favorable outcome for the Debtors'
estates and creditors.  The Settlement Agreement was the subject
of extensive arm's-length, mediated negotiations.  Absent
approval of the Settlement, the amount available under the
Policies will be substantially reduced by the payment of further
defense costs and claims incurred in the D&O Litigation and the
Collateral Litigation.  The various disputes involve numerous
complex issues of fact or law and there is no certainty that a
resolution would be as favorable if litigated through trial and
appeal.

The Liquidator has concluded, based on financial information
provided to the Court by certain former Officers and Directors,
that pursuit of personal assets from the former Officers and
Directors would not be an economical or efficient use of the RIC
estate's resources.  Therefore, the Settlement represents the
best alternative to maximize recovery for stakeholders and end
the protracted and expensive litigation.

                           *     *     *
      HARRISBURG, Pennsylvania -- February 25, 2005 -
Pennsylvania Insurance Commissioner Diane Koken, in her role as
statutory liquidator for Reliance Insurance Company, announced
that the Department has finalized the negotiation of an
$85 million settlement with the former directors and officers of
the Reliance Insurance Group.

      "The goal of this settlement was to maximize the recovery
for Reliance policyholders," Commissioner Koken said.  "From the
day we took over the Reliance Insurance Company, we committed
ourselves to taking any and all steps necessary to protect and
recover the assets of the company for the benefit of all
policyholders and to hold responsible parties accountable for
their actions.

      "That was the reason we took action against Reliance's
former officers and directors.  We have fought long and hard in
this case, and we are pleased with this settlement, as we believe
it is the largest one ever for the Department."
      Of the $85 million settlement, $34 million will benefit the
creditors of Reliance parent companies, Reliance Group Holdings
Inc. and Reliance Financial Services Corporation.  The remaining
settlement proceeds of more than $51 million are being reserved
for the benefit of Reliance's policyholders.  This $51 million,
when combined with the $45 million previously recovered from
Reliance's parent companies, results in a recovery of nearly $100
million for Reliance's policyholders from litigation brought by
the Department.

      In addition to a substantial monetary recovery, the
settlement provides non-economic benefits, which were negotiated
by the Department for the benefit of Pennsylvania policyholders
and to deter future misconduct by insurance company executives.
These include agreements from defendants Saul P. Steinberg and
Robert M. Steinberg not to serve as officers or directors, or to
hold a controlling interest in any insurance company domiciled,
licensed or conducting insurance business in the Commonwealth of
Pennsylvania for the next 15 years.  Other defendants have also
confirmed that they do not have a controlling interest in any
insurance company domiciled, licensed or carrying on insurance
business in the Commonwealth of Pennsylvania.
      "Today, the Pennsylvania Insurance Department has closed a
large chapter in the story of the liquidation of the Reliance
Insurance Company," Koken continued.  "We could not have done it
without the direction and expertise of the President Judge of the
Commonwealth Court, Judge James Gardner Colins, who had a
critical role in establishing and overseeing the mediation which
resulted in the settlement.

      "We also stand ready to assist law enforcement agencies in
their continuing efforts and investigations into the collapse of
the Reliance companies."

      A copy of the settlement agreement can be found at the
Reliance Documents Web site at http://www.reliancedocuments.com/

     Policyholders with questions in the Reliance liquidation
estate should call 215-864-4500.

Headquartered in New York, New York, Reliance Group Holdings,
Inc. -- http://www.rgh.com/-- is a holding company that owns
100% of Reliance Financial Services Corporation. Reliance
Financial, in turn, owns 100% of Reliance Insurance Company.
The holding and intermediate finance companies filed for chapter
11 protection on June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403)
listing $12,598,054,000 in assets and $12,877,472,000 in debts.
The insurance unit is being liquidated by the Insurance
Commissioner of the Commonwealth of Pennsylvania. (Reliance
Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SALEM COMMS: Acquiring WGUL-AM & WLSS-AM for $9.5 Million
---------------------------------------------------------
Salem Communications Corporation (Nasdaq:SALM), will acquire WGUL-
AM (860 AM), in Dunedin, FL and WLSS-AM (930 AM), in Sarasota, FL
(Tampa market) from WGUL-FM, Inc., for a purchase price of
$9.5 million.  Salem Communications expects to operate the
stations in its News Talk format.

Edward G. Atsinger III, President and CEO, commented, "The vibrant
Tampa market continues to present opportunities to enhance our
presence and build our cluster of stations serving this growing
market.  The addition of these two stations will enable us to
deliver quality programming to area listeners as well as improve
operating efficiencies."

Salem Communications currently owns two stations serving the Tampa
Bay area; WTBN-AM 570 and 910.  Christopher M. Gould, Sr., serves
as General Manager for both stations and will manage the new
stations once the acquisition is completed.

                        About the Company

Salem Communications Corporation (Nasdaq:SALM) --
http://www.salem.cc/-- headquartered in Camarillo, Calif., is the  
leading U.S. radio broadcaster focused on Christian and family
themes programming.  Upon the close of all announced transactions,
the company will own 106 radio stations, including 67 stations in
24 of the top 25 markets.  In addition to its radio properties,
Salem owns Salem Radio Network, which syndicates talk, news and
music programming to over 1,900 affiliated radio stations; Salem
Radio Representatives, a national sales force; Salem Web Network,
the leading Internet provider of Christian content and online
streaming; and Salem Publishing, a leading publisher of Christian
themed magazines.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2004,
Moody's Investors Service upgraded the long-term debt ratings for
Salem Communications Holding Corporation.  The upgrades are driven
mostly by improvements at development-stage stations, better than
expected financial performance in 2004, the company's willingness
to issue equity to reduce total debt and the subsequent balance
sheet de-leveraging.  The outlook is stable.

Moody's upgraded these ratings:

   * $94 million 9% senior subordinated notes due 2011 upgraded to
     B2 from B3, and

   * $100 million 7.75% senior subordinated notes due 2010
     upgraded to B2 from B3.

Moody's assigned these ratings:

   * assigned a Ba3 senior implied rating, and
   * assigned a B1 senior unsecured issuer rating.

Moody's withdrew the former senior implied rating and issuer
rating for Salem Communications Corporation (the Parent) and
upgraded and reassigned them to Salem Communications Holding
Corporation.

The rating outlook is stable.


SEALY MATTRESS: Nov. 28 Equity Deficit Widens to $383.7 Million
---------------------------------------------------------------
Sealy Mattress Corporation, the world's largest manufacturer of
bedding products, reported results for the fiscal fourth quarter
and full year ending Nov. 28, 2004.

For the quarter, Sealy reported sales of $322.0 million, an
increase of 4.9% from $306.8 million for the same period a year
ago.  Net income was $12.2 million, compared with $1.5 million a
year earlier.  Earnings before interest, taxes, depreciation and
amortization (EBITDA) for the quarter was $45.5 million, compared
with $32.3 million a year earlier.  For the full year, net sales
reached a record $1.3 billion in 2004, up 10.4% from 2003.  The
company reported a net loss of $38.3 million, cash flow from
operations of $43.5 million and EBITDA of $48.5 million for the
year.  Included in the full year reported net loss, cash flow from
operations and EBITDA is a pretax charge of $133.1 million for
recapitalization expenses.  For the year, adjusted EBITDA, as
defined in the credit agreement governing our senior secured
credit facilities, was $200.0 million.

"We are extremely pleased with our 2004 performance," said David
J. McIlquham, Sealy's Chairman and Chief Executive Officer.  "We
have achieved strong mix improvements from our new products as
well as improved manufacturing efficiencies.  In the fourth
quarter, the delivery of strong sales, gross margin, EBITDA and an
on-going focus on working capital management allowed us to
continue to improve our capital structure.  We have reduced our
net debt by $63.8 million during the quarter and by $113.0 million
since the April transaction," said Mr. McIlquham.

                        About the Company

Sealy Mattress Corporation -- http://www.sealy.com/-- is the  
largest bedding manufacturer in the world with sales of $1.3
billion in 2004.  The Company manufactures and markets a broad
range of mattresses and foundations under the Sealy (R), Sealy
Posturepedic (R), Stearns & Foster (R), and Bassett (R) brands.  
Sealy has the largest market share and highest consumer awareness
of any bedding brand in North America.  Sealy employs more than
6,000 individuals, has 29 plants, and sells its products to 3,200
customers with more than 7,400 retail outlets worldwide.  Sealy is
also a leading supplier to the hospitality industry.

At Nov. 28, 2004, Sealy Mattress' balance sheet showed a
$383,743,000 stockholders' deficit, compared to a $76,162,000
deficit at Nov. 30, 2003.


SLADE & NG LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Slade & Ng LLC
        dba Minuteman Press Irvine
        17524 Von Karman
        Irvine, Ca 92614

Bankruptcy Case No.: 05-11133

Type of Business: The Debtor provides commercial printing and
                  graphics.  See http://www.mpirvine.com/

Chapter 11 Petition Date: February 28, 2005

Court: Central District of California (Santa Ana)

Judge: James N. Barr

Debtor's Counsel: Stanley Minier, Esq.
                  Law Offices of Stanley Minier Inc.
                  2677 North Main #320
                  Santa Ana, CA 92705
                  Tel: 714-558-0181

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Citicorp Vendor Finance Inc.  Equipment lease(s)        $450,000
c/o Solomon, Grindle, et al.
12555 High Bluff Dr., #260
San Diego, CA 92130

Minuteman Press, Int'l        Franchisor claim          $203,000
61 Executive Blvd.
Farmingdale, NY 11735

American Express              Credit card debt          $110,832
c/o T. Ray, Esq.
301 Howard St., #830
San Francisco, CA 94106

Kelly Paper                   Supplies                   $78,851

Financial Pacific Leasing     Equipment lease(s)         $53,284
LLC

Washington Mutual             Loans                      $27,723

Wilks Land                    Judgment by former         $14,084
                              landlord

Glasgow, Don                  Judgment by seller         $12,516
                              of CDM franchise

Star Paper                    Supplies                    $9,838

Kiken Group                   Legal fees                  $9,824

Ellys Letterpress             Services                    $9,500

Blurke, Kelly                 Current landlord            $8,793

Focus Financial               Equipment lease             $8,122

SBC Smart Yellow Pages        Advertising                 $8,061

WF Construction               Construction                $7,500

OCB                           Services                    $6,410

BCT Costa Mesa                Services                    $6,185

Print Techniques              Services                    $5,665

Eagle Protection              Services                    $5,434

Inland Envelope               Supplies                    $2,494


SOLUTIA INC: Building Skydrol Production Unit at Anniston Plant
---------------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ) will construct a new,
state-of-the-art facility for the production of its Skydrol
aviation hydraulic fluids and SkyKleen aviation cleaning solvents
at the company's Anniston, Alabama, plant.  The new manufacturing
unit is scheduled to be operational in late 2005 or early 2006.

"Solutia's investment in this new facility reflects our commitment
to providing customers with the latest production and packaging
technology available," said Dale Kline, global business director,
Specialty Fluids, Solutia Inc.  "And, because the Anniston plant
specializes in the manufacture, distribution and technical support
of specialty fluids, it is very well suited to meet the needs of
our Skydrol customers."

Solutia's Anniston plant manufactures Therminol, the world's
leading brand of high-temperature synthetic heat transfer fluids,
as well as HB-40 polymer modifier and other specialty fluids.  The
plant also is home to a world-class fluid testing lab, as well as
Solutia's Southeastern Regional Distribution Center, which
regularly handles fluids that have storage and transportation
needs similar to those of Skydrol.  Overall, the plant employs
about 60 people.

The Solutia Anniston plant's quality system is certified to ISO
9001:2000, and it has an exemplary track record in terms of
customer satisfaction and on- time-delivery.  In addition, the
Anniston plant has been recognized by the U.S. Occupational Safety
and Health Administration (OSHA) as a Voluntary Protection Program
(VPP) Star Site, which is the agency's highest designation for
outstanding voluntary employee safety and health programs.

Solutia's manufacturing presence for Skydrol and SkyKleen is
currently located at the company's J.F. Queeny plant in St. Louis.  
Solutia announced in December 2004 it will exit the Queeny plant
in late 2005 or early 2006 because the plant is no longer
economically viable.  No other Solutia products are manufactured
at the Queeny plant.

Skydrol is the world's most advanced line of aviation hydraulic
fluids, which are approved by all airframe manufacturers
specifying fire-resistant hydraulic fluids.  It has been part of
the commercial aviation industry's commitment to safety and
reliability for fire resistance and excellence in performance for
over 50 years.

For more information about Skydrol, call 1-800-260-4150, visit
http://www.skydrol.com/or send a request on company letterhead  
to:

         Solutia Inc.
         Skydrol-2S
         P.O. Box 66760
         St. Louis, Missouri 63166

            -- or --

         Solutia Europe S.A./N.V.
         Customer Service Centre
         Rue Laid Burniat 3
         B-1348 Louvain-la- Neuve (Sud)
         Belgium

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


SOLUTIA INC: Wants Exclusive Filing Period Stretched to July 11
---------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend their
exclusive periods to file a plan of reorganization through and
including July 11, 2005, and to solicit and obtain acceptance of
that plan through and including September 7, 2005.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
notes that considering the significant and complex issues
involved in the Debtors' reorganization cases, the size of the
Debtors' business operations and that the Debtors are in the
initial stages of analyzing the more than 14,000 claims filed in
their reorganization cases -- which include claims based on
alleged, but unproven, exposure to toxins, environmental
remediation and other complex issues -- the Debtors have not had
sufficient time to formulate, promulgate and build consensus for
a chapter 11 plan of reorganization.

According to Mr. Cieri, an extension of the Debtors' exclusive
periods will permit the current plan process to move forward in
an orderly fashion.  "The extension will provide the Debtors'
management with sufficient time to finish developing and begin
implementing a viable long-term business plan, to estimate the
various claims that have been asserted against them (including
claims based on alleged toxic torts and environmental
remediation) and permit the Debtors' and their diverse creditor
constituencies sufficient time to negotiate the terms of a
consensual chapter 11 plan of reorganization that will enable the
Debtors to emerge from chapter 11 and thrive as a reorganized
entity."

The Debtors have taken significant strides to establish a
framework to effectuate the Debtors' development of a plan of
reorganization:

    -- The Debtors have stabilized their operations.  The Debtors
       orchestrated a substantial and successful operational
       restructuring, which has positioned the Debtors to achieve
       and sustain profitability on a long-term basis.

    -- The Debtors continue to analyze their complex contractual
       relationships with significant vendors, customers and
       facility guests.  The Debtors have commenced negotiations
       with certain of these parties.  Moreover, the Debtors also
       are continuing to evaluate contracts for possible rejection
       or termination and have rejected contracts to date, thereby
       minimizing administrative costs.

    -- The Debtors obtained Court approval to implement an
       employee incentive program for 2004.  The Debtors currently
       are preparing to implement a similar program for 2005.  The
       Debtors anticipate seeking the Court's approval of the 2005
       Program in the near term.

An extension will afford the Debtors an opportunity to propose a
realistic and viable chapter 11 plan of reorganization, after
soliciting the views of major creditor constituencies and
analyzing and resolving the multitude of complex issues present
in their reorganization cases.

Mr. Cieri emphasizes that the Debtors are not seeking an
extension to delay administration of their cases or to pressure
creditors to accept an unsatisfactory plan.

On the contrary, the Debtors want to facilitate an orderly,
efficient and cost-effective plan process for the benefit of all
creditors -- "a process that is necessary to prepare a plan that
will cause the Debtors to emerge from chapter 11 as a viable
entity."

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPX CORP: Extends Cash Tender Offers for 7-1/2% & 6-1/4% Sr. Notes
------------------------------------------------------------------
SPX Corporation (NYSE: SPW), is extending its pending tender
offers for its 7-1/2% Senior Notes due 2013 and for its 6-1/4%
Senior Notes due 2011.  The offer is subject to the satisfaction
of certain conditions, including the closing of the sale of SPX
Corporation's Edwards Systems Technology business and receipt of
consents in respect of the requisite principal amount of Notes.  
The offer is being extended because the Edwards closing has not
yet occurred.  As of 5:00 p.m., New York City time on March 2,
2005, a majority of each of the 6-1/4% Senior Notes and the 7-1/2%
Senior Notes had tendered into the offer, which would represent
receipt of the requisite consents for each of the 6-1/4% Senior
Notes and the 7-1/2% Senior Notes, upon the closing of the offer.

SPX is extending each of the tender offers for the 7-1/2% Senior
Notes and the 6-1/4% Senior Notes to 5:00 p.m., New York City time
on March 17, 2005.  Also, the date by which holders of Notes
needed to tender their Notes in order to obtain the consent
payment has also been extended to March 17, 2005.  Accordingly,
holders who tender their Notes at or prior to 5:00 p.m., New York
City time, on March 17, 2005 will receive the total consideration,
including the consent payment, based on the applicable fixed
spread set forth in the Supplement dated Feb. 18, 2005 to the
Offer to Purchase and Consent Solicitation Statement dated Feb. 4,
2005, subject to the terms and conditions set forth in the Offer
to Purchase.  Also, the price determination date has now been
extended to 2:00 p.m., New York City time on March 15, 2005.  The
terms of the tender for the 6-1/4% Senior Notes and the 7-1/2%
Senior Notes remain unchanged.

As described above, the consent solicitations and tender offers
will expire at 5:00 p.m., New York City time, on March 17, 2005,
unless extended.  In the future, the company may extend the
expiration time of the tender offers, however, the company shall
not extend the consent time and the withdrawal rights of holders
of Notes will end on March 17, 2005.  The consent solicitations
and tender offers were earlier scheduled to expire at 5:00 p.m.,
New York City time, on March 7, 2005.  Holders who tender their
Notes pursuant to the offers will be required to consent to the
proposed amendments.  The purpose of the consent solicitations is
to, among other things, eliminate substantially all of the
restrictive covenants and certain of the default provisions
contained in the indenture governing the Notes.

J.P. Morgan Securities Inc. is the Lead Dealer Manager for the
offers and Lead Solicitation Agent for the consent solicitations
and can be contacted at (212) 834-3424 (collect) or (866) 834-4666
(toll free).  Global Bondholder Services Corporation is the
Information Agent and can be contacted at (212) 430-3774 (collect)
or (866) 387-1500 (toll free).

                        About the Company

SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology,
cooling technologies and services, and service solutions.  The
Internet address for SPX Corporation's home page is
http://www.spx.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2004,
Fitch affirmed the ratings on SPX Corporation's senior unsecured
debt and senior secured bank debt at 'BB' and 'BB+'.

The Rating Outlook has been revised to Evolving from Stable.

At Sept. 30, 2004, SPX had close to $2.5 billion of debt
outstanding.

The Rating Outlook revision follows SPX's recently announced,
separate agreements to sell BOMAG and Edwards Systems Technology
-- EST -- for a combined $1.8 billion in cash. SPX expects the
transactions will be completed by the end of the first quarter of
2005 and has stated its intent to use proceeds from the sales to
strengthen its balance sheet, pay down debt and buy back equity.
The company continues to review its business portfolio for
potential additional asset sales.


STADACONA INC: S&P Reviews Ratings as Brant Allen May Take Control
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on newsprint
producers, Bear Island Paper Co., LLC, and Stadacona, Inc., on
CreditWatch with positive implications.

For Bear Island Paper, Standard & Poor's placed on CreditWatch its
'B-' corporate credit and senior revolver ratings and 'CCC+'
senior unsecured rating.  

For Stadacona, the 'B' corporate credit and senior secured loan
ratings and 'B+' senior secured rating were put on CreditWatch.

"This rating action follows the announcement by Brant Allen
Industries, Inc., parent company of Bear Island, that it is
contemplating a restructuring that would bring Bear Island,
Stadacona, and F.F. Soucy, Inc., under the common control of
Brant-Allen," said Standard & Poor's credit analyst Dominick
D'Ascoli.

While details of the contemplated restructuring have not been
released, Standard & Poor's expects the resultant combined entity
would have a stronger credit profile than Stadacona or Bear Island
alone because of greater operating diversity and larger scale.
Standard & Poor's will resolve the CreditWatch action when details
regarding the restructuring are released.


SUNRISE CDO: Credit Support Factors Spur S&P to Review Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A, B, and C notes issued by Sunrise CDO I Ltd., a CDO backed by a
static pool of primarily ABS and other structured finance
securities, on CreditWatch with negative implications.

The CreditWatch placements reflect factors that have negatively
impacted the credit enhancement available to support the notes
since the December 2004 rating actions.  These factors primarily
include significant amount of credit deterioration of several CDOs
contained in the underlying collateral of Sunrise CDO.

Standard & Poor's noted that for purposes of calculating its
overcollateralization test ratios, Sunrise "haircuts" (or reduces
the principal value of) assets rated below 'BB-' that exceed 5% of
the net outstanding portfolio collateral balance.  Without
haircutting the principal value of these assets, the class A
overcollateralization ratio, as of the Jan. 25, 2005, monthly
report, would have been approximately 129.99% instead of 113.76%;
the class B overcollateralization ratio would have been
approximately 103.35% instead of 90.456%; and the class C
overcollateralization ratio would have been approximately 96.85%
instead of 84.763%.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Sunrise to determine the level of future
defaults the rated notes can withstand under various stressed
default timing and interest rate scenarios, while still paying all
of the interest and principal due on the notes.  The results of
these cash flow runs will be compared with the projected default
performance of the performing assets in the collateral pool to
determine whether the ratings currently assigned to the notes
remain consistent with the credit enhancement available.
   
             Ratings Placed On CreditWatch Negative
   
                       Sunrise CDO I Ltd.

                               Rating
                 Class   To                From
                 -----   --                ----
                 A       AA+/Watch Neg     AA+
                 B       BB/Watch Neg      BB
                 C       CCC-/Watch Neg    CCC-
   
Transaction Information

Issuer:                    Sunrise CDO I Ltd.
Co-issuer:                 Sunrise CDO I Inc.
Administrative advisors:   EPIC Asset Management Ltd.
                           BroadStreet Group LLC
Underwriter:               Credit Suisse First Boston
Trustee:                   Wells Fargo Bank
Transaction type:          CDO of ABS
   
   Tranche                Initial    Prior       Current
   Information            Report     Action      Action
   -----------            -------    ------      -------
   Date (MM/YYYY)         01/2002    12/2004     3/2005

   Class A notes rtg.     AAA        AA+         AA+/WtchNeg
   Class A notes bal.     $220.60mm  $175.054mm  $159.722mm
   Class A OC ratio       134.63%    118.592%    113.761%
   Class A OC ratio min.  120.00%    120.0%      120.0%
   Class B notes rtg.     AA         BB          BB/WtchNeg
   Class B notes bal.     $45.10mm   $45.10mm    $45.10mm
   Class B OC ratio       111.94%    94.297%     90.456%
   Class B OC ratio min.  106.50%    106.50%     106.50%
   Class C notes rtg.     BBB        CCC-        CCC-/WtchNeg
   Class C notes bal.     $17.05mm   $14.786mm   $15.241mm
   Class C OC ratio       105.24%    88.36%      84.763%
   Class C OC ratio min.  101.75%    101.75%     101.75%


SYRATECH CORPORATION: Wants Access to $25.35 Mil. of DIP Financing
------------------------------------------------------------------
Syratech Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Massachusetts, Eastern
Division, for permission to obtain $25,350,000 postpetition
interim financing from CapitalSource Finance LLC.  The Debtors
intend to borrow up to $45 million upon final approval from the
Court.  

Syratech and its affiliates need the financing to preserve and
maximize the value of the estates and enhance their reorganization
prospects.  The money coming in will be used to payoff the
prepetition debts, meet the Debtors' working capital and operating
needs including payments to employees, suppliers, landlords,
utilities and professionals.  The foreign suppliers in particular
are unwilling to continue trading when payments are interrrupted.

The Debtors will grant mortgages, security interests, liens and
superpriority claims to CapitalSource to protect its interests.  
Additionally, the Debtors shall pay:

     i) a collateral management fee of $75,000; and
    ii) a commitment fee of $806,375.

The Debtors urge the Court to approve the interim financing and to
schedule a hearing for a final approval in order for their
restructuring to be successful.

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


TITAN CORP: S&C & DOJ Settlements Cue S&P to Affirm Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on San
Diego, California-based Titan Corp. and removed them from
CreditWatch, where they were placed on Sept. 16, 2003.  The
corporate credit and senior secured debt ratings are 'BB-' and the
subordinated debt rating is 'B'.  The outlook is stable.

"The negative CreditWatch listing was based on uncertainty
surrounding investigations by the Department of Justice and the
Securities and Exchange Commission into whether Titan consultants
violated the Foreign Corrupt Practices Act," said Standard &
Poor's credit analyst Ben Bubeck.  The rating affirmation reflects
agreements reached with both the SEC and DOJ, and Titan's
eligibility to continue to perform work for the Federal
government.  The CreditWatch listing initially had positive
implications based on the planned acquisition of Titan by Lockheed
Martin, later terminated.

On March 1, 2005, it was announced that Titan reached a plea
agreement with the DOJ and entered into a consent to the entry of
a final judgment with the SEC.  Titan will pay approximately
$28.5 million in fines, composed of a $13 million criminal penalty
to the DOJ and $15.5 million in disgorgement of profits and
prejudgment interest to the SEC, and will be required to implement
a best-practices compliance program designed to detect and deter
future violations of the Foreign Corrupt Practices Act -- FCPA.
Although Titan is pleading guilty to three felony counts
associated with the DOJ's investigation, the announced settlement
agreement between Titan and the U.S. Navy affirms Titan's
eligibility to perform work for the Federal government,
alleviating concerns regarding nonfinancial implications
associated with these investigations.  An agreement with the IRS
will require Titan to amend its tax return for 2002, reducing
Titan's operating loss carry forward benefit by about
$1.3 million.

The outlook is stable.  Ratings upside remains limited by Titan's
highly leveraged financial profile and below average operating
margins.  However, a solid backlog, offering strong revenue
visibility, along with expectations for moderate free operating
cash flow generation, supports the current ratings.


TNP ENTERPRISES: S&P May Upgrade BB+ Credit Rating After Review
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its 'BB+' corporate credit rating on TNP
Enterprises, Inc., to positive from developing.

"The rating action is based on the strong likelihood that the
proposed acquisition of TNP Enterprises by PNM Resources, Inc.,
(BBB/Stable/A-2) will receive all required approvals," said
Standard & Poor's credit analyst Judith Waite.

Upon completion of the acquisition, which is expected before the
end of June 2005, the corporate credit and senior debt ratings on
Texas-New Mexico Power Co., the wholly owned utility subsidiary of
TNP Enterprises, will be 'BBB', mirroring those of Public Service
Co. of New Mexico.

At closing, PNM Resources will pay down all debt of TNP
Enterprises, including $275 million of long-term debt, a
$110 million term loan, and $217 million of payment-in-kind
preferred stock.

PNM Resources received anti-trust clearance for the acquisition
under the Hart-Scott-Rodino Act from the Federal Trade Commission
on Feb. 2, 2005.

Although the settlements are unopposed, the acquisition still
requires the formal approval of the Public Utility Commission of
Texas and the New Mexico Public Regulatory Commission, and also
requires the approval of the FERC and the SEC, all of which are
expected within the next several weeks.


TRI-COUNTY CONTRACTORS: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Tri-County Contractors Supply, Inc.
        154 Wayside Avenue
        West Springfield, Massachusetts 01089

Bankruptcy Case No.: 05-40996

Chapter 11 Petition Date: March 1, 2005

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Henry E. Geberth, Jr., Esq.
                  Hendel & Collins, P.C.
                  101 State Street
                  Springfield, MA 01103
                  Tel: 413-734-6411

Total Assets: $3,000,950

Total Debts:  $3,617,299

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Tenco Machinery (CDN)         Trade debt                $204,029
P.O. Box 60
1318 Principale
St. Valerien De Milton
Canada J0H 2B0

Export Development Canada     Trade debt                $200,000
151 O'Connor
Ottawa, Canada K1A1K3

Sentry Select Insurance       Trade debt                $113,503
P.O. Box 8022
Davenport, IA 52806

Bornag, Inc.                  Trade debt                 $54,360

Swenson Spreader Co.          Trade debt                 $53,057

Holder of North America       Trade debt                 $41,796

Weber Machine, Inc.           Trade debt                 $40,595

Diamond Products, Inc.        Trade debt                 $29,406

Highway Equipment Co.         Trade debt                 $28,986

Galion-Godwin Truck Body Co.  Trade debt                 $27,438
LLC

Force America                 Trade debt                 $25,924

FleetPride-MA                 Trade debt                 $22,216

C N Wood                      Trade debt                 $22,000

Alamo Group/Tiger Mowers      Trade debt                 $21,484

GC Castings                   Trade debt                 $20,776

Automation, Inc.              Trade debt                 $20,046

Miller Spreader               Trade debt                 $18,656

Atlas Copco Construction      Trade debt                 $16,988

Commercial Vehicle System     Trade debt                 $13,509

Union Tools                   Trade debt                 $12,533


TRICO MARINE: Court Approves Modifications to $75MM Exit Facility
-----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York entered a supplemental order approving certain
modifications to the credit agreement for the $75 million exit
facility that Trico Marine Services, Inc. (OTC Pink Sheets:
TMARQ.PK) negotiated with its existing U.S. senior secured
lenders.  Provided that there are no appeals from the Bankruptcy
Court's supplemental order during the mandatory ten-day waiting
period, the Company anticipates closing the Exit Facility and
emerging from Chapter 11 on or about March 15, 2005.  The Company
and two of its wholly owned subsidiaries filed voluntary petitions
for relief under Chapter 11 on Dec. 21, 2004.  On Jan. 21, 2005,
the Bankruptcy Court confirmed the Company's prepackaged plan of
reorganization.

Under the terms of the Plan, the holders of the Company's
$250 million 8-7/8% senior notes due 2012 on the date of the
Company's emergence from Chapter 11 will be entitled to receive,
in exchange for their total claims (including principal and
accrued and unpaid interest), 10,000,000 shares of common stock of
the reorganized Company, representing 100% of the fully-diluted
common stock of the reorganized Company before giving effect to:

     (i) the exercise of warrants to be distributed to the
         Company's existing holders of common stock pursuant to
         the Plan and

    (ii) a long-term incentive plan.

Also, pursuant to the Plan, holders of the Company's common stock
will be entitled to receive, on a pro rata basis, for each 74
shares of Old Common Stock, warrants that are exercisable for, in
the aggregate, 10% of the New Common Stock of the reorganized
Company (before giving effect to the long-term incentive plan).  
All of the shares of Old Common Stock will be cancelled and
converted into the right to receive warrants described above.

Distributions of New Common Stock in exchange for the Senior
Notes, and warrants in exchange for Old Common Stock shall
commence as soon as reasonably practicable following the Effective
Date.  All securities to be issued pursuant to the Plan shall be
deemed issued as of the Effective Date, regardless of the date on
which the securities are actually distributed.

Headquartered in New York, Trico Marine Services, Inc.
-- http://www.tricomarine.com/-- provides marine support services   
to the oil and gas industry around the world.  The Trico Companies
operate a large, diversified fleet of vessels used in the
transportation of drilling materials, crews and supplies necessary
for the construction, installation, maintenance and removal of
offshore drilling facilities and equipment.  Trico Marine and its
debtor-affiliates filed for chapter 11 protection on Dec. 21, 2004
(Bankr. S.D.N.Y. Case No. 04-17985).  Leonard A. Budyonny, Esq.,
and Robert G. Burns, Esq., at Kirkland & Ellis LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $535,200,000 in
assets and $472,700,000 in debts.


UAL CORP: Judge Wedoff Rules on Honoring the Revised ALPA Accord
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 23, 2005, the
Air Line Pilots Association, International asked the U.S.
Bankruptcy Court for the Northern District of Illinois to compel
UAL Corporation and its debtor-affiliates to continue paying the
collectively bargained, non-qualified pension benefit payments.

                          Debtors Object

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
the Debtors' obligation to make the pension payments will cease
once the Pilot's Pension Plan is terminated.  The Debtors have
suspended payments while the Pension Benefit Guaranty Corporation
attempts to terminate the Plan effective December 30, 2004.  To
avoid unnecessarily parting with cash, a realistic scenario if
the PBGC forces a retroactive termination date, the Debtors have
suspended payments until a termination date is set.  Once a
termination date is established, the Debtors will make up any
payments owed until that point.  

Mr. Sprayregen argues that the Air Line Pilots' Association is
trying to "obtain unjustified treatment" for a select group of
retiring and retired pilots by enforcing its claims under the
collective bargaining agreement.  Any unnecessary payments will
produce a windfall to a number of retired pilots, allowing them
to jump ahead of other unsecured creditors.  The pilots would
improve their position based on the fact that it may take several
months to litigate the PBGC's involuntary termination proceeding.  

The parties do not need the Court to decide this matter.  The
issue clearly falls within the purview of the grievance and
arbitration dispute resolution mechanisms under the collective
bargaining agreement.  Mr. Sprayregen notes that the ALPA has
maintained for some time that is does not represent retired
pilots.  The ALPA's refusal to represent its pilots led to the
formation of the retired pilot committee in the Section 1114
process.  Mr. Sprayregen also insists that the Debtors are not
breaching the collective bargaining agreement.  It is beyond
question that once the Plan terminates, the Debtors' obligations
to pay non-qualified benefits will cease.

The Debtors are not obligated to make the payments because they
amount to prepetition, general unsecured obligations.  Section
1113(f) of the Bankruptcy Code does not transform prepetition
claims into superpriority administrative claims because they
arise under a collective bargaining agreement.  

Since the Petition Date, the Debtors have paid over $130,000,000
to almost 3,000 retired pilots and surviving spouses who are
entitled to receive non-qualified benefits.  On average, the
Debtors pay $6,000,000 per month in non-qualified benefits.  The
Debtors will suffer harm if compelled to make unnecessary pension
payments.

                          *     *     *

Judge Wedoff rules that the Debtors must continue the non-
qualified payments absent a Court order terminating the Pension
Plan.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/--throughUnited 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)


UNIFORET INC: Ability to Continue as a Going Concern is Uncertain
-----------------------------------------------------------------
Uniforet Inc. reports a net loss of $1.7 million for the fourth
quarter ended December 31, 2004, which compares to a net loss of
$9.0 million for the corresponding period in 2003. Net earnings
for the third quarter of 2004 had totaled $4.9 million.

The improvement in the results for the fourth quarter of 2004 over
those for the corresponding quarter of 2003 stems from the
increase in net selling prices for lumber, from greater
productivity at the sawmills and from the takeover of pulp mill
operations by Katahdin.  At the same time, improvement in results
was curbed by the appreciation of the Canadian dollar and by the
rise in transportation and energy costs.  The startup of a third
work shift at the Port-Cartier sawmill in late September 2004 led
to an increase in production volumes during the quarter.

For the fiscal year ended December 31, 2004, net loss was
$3.4 million, compared to net earnings of $110.7 million for the
previous fiscal year, which contained among other things an after-
tax gain on debt settlement of $116.3 million resulting from the
Company's plan of arrangement with its creditors.  Excluding non-
recurring items and the foreign-exchange gain on long term debt
and related taxes, net loss for fiscal 2003 had amounted to
$27.6 million.

Average selling prices for lumber for reference items (fob the
Great Lakes), expressed in US dollars, show an improvement of
25.9% for 2X4-stud and of 11.2% for 2X4-random lengths in
comparison with those in the corresponding period of the previous
fiscal year.  The Canadian dollar continued to advance in relation
to US currency, rising by an average of 7.0% during the quarter
compared to its level for the same period of 2003, in the process
eliminating about $0.7 million in net earnings compared to those
for the corresponding period of 2003.  During the fourth quarter
of 2004 the Company paid out $1.6 million ($1.2 million US) in
countervailing and anti-dumping duties imposed on shipments of
lumber to the US, bringing the total to $31.1 million ($22.3
million US) since implementation of those duties in May 2002.

The complications involved in exporting Canadian lumber to the US
market continued during the fourth quarter, adding confusion to
the already extremely complex issue.  On Dec. 14, 2004, the US
Department of Commerce announced the final results of the first
administrative reviews of anti-dumping and countervailing duties.  
Overall rates were revised from 27.2% to 21.2%, although these had
been revised to 13.2% at a previous administrative review carried
out in June 2004 and, again, to 7.82% in August 2004. Deposits of
these duties were to take place at the new rates of 21.2% as of
December 20, 2004. Then, the combined rates were further revised,
to 21.0%, on January 24, 2005.

Still, it is worth bearing in mind that on August 31, 2004, the
North American Free Trade Agreement (NAFTA) review panel handed
down a final decision favorable to the Canadian industry, ruling
that the US had not succeeded in making its case that the US
softwood lumber industry is threatened with material injury by
Canadian imports. As a result it demanded that the US Department
of Commerce reverse its decision, which was done at the beginning
of September. This victory for Canada meant that the US could not
legally impose countervailing duties and anti-dumping penalties on
imports of Canadian softwood lumber. Nevertheless, on October 13,
2004, the US government announced its intention to contest the
decision of the NAFTA panel before a NAFTA extraordinary challenge
committee.

                 Management Discussion and Analysis

            Fourth Quarter 2004 vs. Fourth Quarter 2003

Sales for the fourth quarter of 2004 amounted to $ 44.3 million,
up 23.6% over those of the same period in 2003 owing to an
increase of 22.2% in selling prices for lumber, whereas the volume
of lumber shipments decreased slightly, by 2.8%, to 74.1 million
board feet. On the other hand, woodchip sales reflect an upswing
of 36.6% in comparison with those of the corresponding period in
2003, the reason being an increase in shipments.

Operating earnings for the fourth quarter of 2004 total $1.4
million, compared to an operating loss of $4.9 million for the
corresponding period in 2003, stemming from the strong improvement
in sales and the takeover of maintenance costs at the pulp mill by
Katahdin following the transaction of April 2004.

Sales and administration costs for the fourth quarter of 2004 show
an increase of $0.3 million, totaling $1.6 million, the reason
being the stock incentive plan charge entered on the books in
conformity with the new accounting policy adopted in 2004.
Depreciation of fixed assets show an increase of $0.5 million,
totaling $2.5 million, because of increased sawmill production
volume during the fourth quarter of 2004.

Net rental revenues from the Port-Cartier pulp mill amounted to
$0.5 million during the fourth quarter of 2004, while depreciation
charges for this mill totaled $0.1 million. The maintenance costs
for the mill, now presented as non-recurring items, had amounted
to $0.6 million for the corresponding period in 2003.

Financial expenses for the fourth quarter of 2004 total $3.3
million given that the new secured notes were issued on August 8,
2003, further to the Company's plan of arrangement with its
creditors.

Net loss for the fourth quarter amounts to $1.7 million ($0.02 per
share), compared to a net loss of $9.0 million ($0.14 per share)
for the corresponding period in 2003. Net earnings for the third
quarter of 2004 had amounted to $4.9 million ($0.07 per share).

                    F.Y. 2004 vs. F.Y. 2003

Sales for fiscal 2004 amounted to $176,0 million, up 16.9% over
those of the previous fiscal year thanks to the important
improvement of $84 per fbm in selling prices for lumber (23.3%),
while shipments increased by 4.6% to total 291.4 million fbm.
Woodchip sales show a drop of 7.4% compared with those of the
previous fiscal year as a consequence of reduced shipments in
2004. The application of countervailing duties of 27.2% on all
shipments to the US in 2004 eliminated more than $13.9 million in
revenues in 2004. Moreover, the rapid strengthening of the
Canadian dollar in relation to US currency in 2004 brought about a
decrease in revenues of $5.8 million compared to those for 2003.

Operating earnings for 2004 show a remarkable turnaround to total
$9.9 million, which compares to a loss of $16.9 million in 2003.
The important increase in operating earnings for 2004 results
essentially from the improvement in selling prices for lumber, the
reduction in unit costs of goods sold, and from the takeover of
maintenance costs at the pulp mill by Katahdin as of May 8, 2004,
further to the transaction of April 2004.

Sales and administration costs for fiscal 2004 amount to $5.7
million, up $0.8 million over those of 2003 primarily as a result
of the stock incentive plan charge, increases in insurance costs
and contributions to industrial associations. Fixed-asset
depreciation costs total $9.2 million in 2004, compared to $8.2
million in 2003, a result of increased sawmill production volume
during the fiscal year.

Net rental revenues after deduction of attributable expenses from
the Port-Cartier pulp mill amounted to $0.9 million in fiscal 2004
and are comprised by revenues based on actual mill's production
following its restart by Katahdin. Depreciation charges for this
mill totaled $0.4 million in 2004. Mill maintenance costs had
totaled $5.7 million in 2003 including $2.4 million, now presented
as non-recurring items. The rest was assumed by the lumber sector
to reflect operating cost for the biomass boiler and electricity
plant.

Non-recurring loss for fiscal 2004 stands at $0.9 million and
represents the pulp mill maintenance costs incurred until Katahdin
took them over on May 8, 2004. Non-recurring gains for fiscal 2003
had amounted to $156.4 million and consisted primarily of the pre-
tax gain on debt settlement of $133.9 million resulting from the
sanctioning of the Company's plan of arrangement with its
creditors in 2003 and from the foreign exchange gain on long-term
debt, which amounted to $25.6 million. Pulp mill maintenance costs
had totaled $2.4 million in 2003.

Financial costs for 2004 amount to $12.7 million, compared to $8.0
million in 2003, when the Company realized a foreign exchange gain
in the amount of $6.1 million on accrued interest payable on long-
term debt expressed in foreign currency during that fiscal year.
Interest on long-term debt totals $6.4 million and shows a major
reduction of $4.0 million compared to that of 2003, the primary
reason being the diminished debt load resulting from the
sanctioning in 2003 of the Company's plan of arrangement with its
creditors.  Accretion in the value of the Senior convertible note
"B" and the note payable to a shareholder amounts to $4.4 million
in 2004, compared to $2.8 million for 2003, further to the
realization of the Company's plan of arrangement with its
creditors in May 2003.  Financial costs for 2004 also include an
accretion charge for asset retirement obligations of $0.4 million.

Net loss for 2004 stands at $3.4 million, compared to net earnings
of $110.7 million for the previous fiscal year, which included
among other things a net after-tax gain on debt settlement of
$116.3 million resulting from the Company's plan of arrangement
with its creditors.  Excluding non-recurring items and the
foreign-exchange gain on long term debt and related taxes, net
loss for fiscal 2003 would have amounted to $27.6 million.

               Cash Flow and Financial Resources

Operations for the fourth quarter of fiscal 2004 generated $2.9
million, compared to the $5.3 million required for the
corresponding period in 2003, the principal reasons being the
improvement in operating earnings and the reduction in financial
expenses. On the other hand, non-cash operating items required
$1.4 million compared to a minimal amount for the corresponding
period in 2003.

Additions to fixed assets for the fourth quarter of 2004 amounted
to $3.0 million, primarily for the installation of an additional
production line at the Peribonka sawmill, as well as for the
installation of forestry infrastructures at Port-Cartier.
Additions to fixed assets for the corresponding period of 2003 had
totaled $1.8 million. In other respects, the Company disposed of a
$1.0 million investment during the fourth quarter of 2004.

Financing activities generated $0.3 million because of the
increase in lines of credit. Repayment of long-term debt amounted
to $0.3 million during the fourth quarter of 2004, compared to
$4.5 million for the corresponding period in 2003, which included
a cash repayment of $4.3 million to certain long-term creditors as
part of the Company's plan of arrangement.

For fiscal 2004, operations generated $11.6 million, whereas those
for fiscal 2003 had required $22.4 million. This significant
improvement in funds derives from the important growth in
operating earnings during 2004 compared to the operating loss of
$16.9 million in 2003, and from the substantial reduction in
interest on long-term debt. Non-cash operating items required $5.5
million, compared to funds of $8.7 million generated in 2003 and
primarily owing to the increase in log inventories and the
reduction of certain accounts payable. Financing activities for
the fiscal year required $0.8 million, compared to the $5.3
million generated in 2003. Investment activities required funds
totaling $5.3 million in 2004, compared to $4.9 million in 2003.
Additions to fixed assets in 2004 were $5.9 million, compared to
$4.9 million in 2003.

At December 31, 2004, bank overdraft stood at $14.3 million, and
the Company's working capital amounted to $9.4 million, for a
ratio of 1.25:1 compared to a ratio of 1.13:1 at December 31,
2003. During the first quarter of 2005, the Company has renewed
its credit facilities with its lending institution up to May 31,
2005.

                     Review of Balance Sheet

Total assets of the Company at December 31, 2004, amounted to
$143.8 million, up $5.9 million over those of December 31, 2003.

Current assets expanded by $9.5 million to $46.5 million during
the fiscal year ended December 31, 2004, primarily because of the
increase in inventories of raw material needed to support the
sawmills' full-capacity operation.

Fixed assets totaled $97.3 million at December 31, 2004, down $3.6
million from those at December 31, 2003. Additions to fixed assets
for 2004 amounted to $5.9 million, while an amount of $9.6 million
was recorded in amortization charges. Moreover, the Company
disposed of assets in the amount of $0.2 million during 2004.

At December 31, 2004, current liabilities expanded by $4.2 million
compared to their level at December 31, 2003, to stand at $37.1
million, primarily because of the increase in sums owing forestry
contractors stemming from the buildup of raw-material inventories
and accrued interest on Senior convertible note "B". In addition,
the tranche of the long-term debt falling due in the short term
shows a drop of $0.9 million compared to its level at December 31,
2003.

Assets retirement obligations stood at $2.1 million at Dec. 31,
2004 compared to $2.3 million in 2003.

Long-term debt grew by $4.8 million to $89.9 million at December
31, 2004, compared to $85.1 million at December 31, 2003. That
increase in long-term debt stems from the accretion, amounting to
$4.4 million, in the value of the Senior convertible note "B" and
the note payable to a shareholder since they were recorded at
present value in the Company's balance sheet further to its plan
of arrangement with its creditors in 2003. Repayment of long-term
debt amounted to $1.0 million during fiscal 2004, whereas long-
term debt itself rose by $0.6 million.

Shareholders' equity stood at $14.7 million at December 31, 2004,
down by $2.8 million from its level of $17.5 million at December
31, 2003, as a result of the net loss suffered during fiscal 2004.

The Company's share capital consists of an unlimited number of
class "A" and "B" subordinate voting shares and preferred shares.
The class "A" and "B" subordinate voting shares carry the same
privileges, except that the latter comprise 10 votes per share
compared to only one for the class "A." The preferred shares may
be issued in one or more series. The Senior convertible note "B"
of an aggregate principal amount of $40 million may be converted,
at the holder's discretion, into 80 million class "A" subordinate
voting shares.

                              Outlook

Supported by positive housing-start statistics, the lumber market
experienced a very interesting start to 2005 at the level of
demand, which produced a rise in selling prices for lumber. After
enjoying an exceptional strengthening during the last quarter of
2004, the Canadian dollar has remained relatively stable in the
early part of fiscal 2005. Production and lumber shipment volume
during the next quarter should be stable compared to those of the
last quarter of 2004, as the two sawmills will be operating at
full capacity throughout the first quarter of 2005. In another
connection, on February 9, 2005, the Canadian government announced
its intention to ask the World Trade Organization on February 25
to order the U.S. to reimburse the amount of $4.1 billion, which
is the total of countervailing duties and anti-dumping penalties
paid by Canadian lumber exporters since the litigation began on
May 22, 2002.

                       Going Concern Doubt

These interim consolidated financial statements are presented on
the assumption that the Company is on going concern in accordance
with Canadian generally accepted accounting principles.  The going
concern basis of presentation assumes the Company will continue in
operation for the foreseeable future and be able to realize its
assets and discharge its liabilities and commitments in the normal
course of business.  There is doubt about the appropriateness of
the use of the going concern assumption because, although the
financial reorganization was completed on Oct. 3, 2003, and
resulted in a significant decrease in financial expenses, this
financial reorganization cannot single-handedly ensure that the
Company remains a going concern.

The trading environment in which the company operated in 2004 was
turbulent, and presented important challenges to which the Company
had to respond.  The commercial dispute with the US over imports
of Canadian softwood lumber to the US market continued in 2004.
Despite decisions favorable to the Canadian industry handed down
by the North American Free Trade Agreement (NAFTA) review panel,
the US government announced, in early October 2004, its intention
to contest these before a NAFTA extraordinary challenge committee.  
No resolution in this matter is foreseeable in the short term.

The vigorous appreciation of the Canadian dollar over the last two
years in relation to US currency made for important losses in
revenues for Canadian export industries, significantly reducing
their profit margins and their competitive position.  Furthermore,
the important hike in energy costs in 2004 gave rise to
significant increases in the Company's delivery and production
expenses, primarily at the level of raw materials and conversion
costs.

The Company has to generate the cash flow required to provide for
the semi-annual interest payments of $4.2 million due in March
2005 and in September 2005, and to meet its general operating cash
flow requirements. In that context, the Company will have to renew
its current credit facilities, which expire on May 31, 2005, or
obtain additional capital, in case of insufficient or non-renewal
of its credit facilities.

In other matters, the Company concluded on April 29, 2004, final
agreements with a third party concerning the rental of its pulp
mill and co- generation facilities of Port-Cartier. That
transaction has permitted since May 8, 2004, for the elimination
of maintaining costs of that mill, which amounted to more that 5.0
million in 2003. Moreover, the agreement provides that the
realization of net earnings based on annual pulp production at the
mill and the improvement in results at the adjacent sawmill. In
the opinion of management, the improvement in these operating
results in the course of recent quarters as well as the
transaction described above will contribute to a mitigation of the
unfavorable conditions that are casting doubt on the validity of
the going-concern hypothesis used as part of the preparation of
the present financial statements. However, there is no guarantee
that the Company could generate sufficient cash-flows and/or that
additional capital ultimately be obtained in order to provide for
its financial obligations up until December 30, 2005.

                        About the Company

Uniforet manufactures softwood lumber and owns a pulp mill now
rented by virtue of a long-term agreement.  The Company carries on
business through mills located in Port-Cartier and in the
Peribonka area.  Uniforet's Class A Subordinate Voting Shares are
listed on the Toronto Stock Exchange under the trading symbol
UNF.SV.A.


US AIRWAYS: Court Allows Philadelphia to Set Off Multi-Mil. Claims
------------------------------------------------------------------
At the request of the City of Philadelphia, Department of
Commerce, Division of Aviation, Judge Mitchell of the U.S.
Bankruptcy Court for the Eastern District of Virginia lifts the
automatic stay and allows the City to set off certain prepetition
obligations owed by the City to US Airways, Inc., and its
debtor-affiliates against prepetition obligations owed by the
Debtors to the City.

Pedro A. Ramos, Esq., Solicitor of the City of Philadelphia,
explains that the Debtors and the City are parties to prepetition
Leases and contracts for use of terminals, facilities and
services at the Philadelphia International Airport.  Since the
Petition Date, the Debtors used the PIA in the ordinary course of
business.  

When they filed for bankruptcy for the second time, the Debtors
owed $3,951,927 to the City under the Leases, exclusive of
contingent claims and unliquidated claims.  However, pursuant to a
review, the Debtors were entitled to credits of $7,675,000 from
the City for lower than expected use of baggage conveyor systems,
loading bridges and other equipment.

The City will set off its $3,951,927 prepetition, non-contingent
and liquidated claim against the $7,675,000 credit owed to the
Debtors.  The Debtors will apply the remainder of the credit,
equal to $3,723,073, to its ongoing rent expense and other fees
at PIA.

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

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

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

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WESTPOINT STEVENS: Bank of America Discloses 5.29% Equity Stake
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Bank of America Corporation discloses that it is
deemed to beneficially own 2,639,095 shares of WestPoint Stevens,
Inc., common stock:

                                        No. of Shares  Percentage
                                        Beneficially   Outstanding
Reporting Person                       Owned          of Shares
----------------                       -------------   ----------
Bank of America Corporation                2,639,095       5.29%
NB Holdings Corporation                    2,639,095       5.29%
Bank of America, NA                        2,424,095       4.86%
Bank of America Strategic Solutions Inc.   2,424,095       4.86%
Bank of America Securities, LLC              215,000       0.43%
NationsBanc Montgomery Holdings Corp.        215,000       0.43%

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: U.S. Trustee Appoints 7-Member Creditors' Committee
---------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2 and
Richard C. Morrissey, Esq., the attorney for the U.S. Trustee in
charge of Winn-Dixie Stores, Inc., and its debtor-affiliates'
chapter 11 proceedings, convened an organizational meeting of the
Debtors' creditors for the purpose of forming one or more official
committees to participate in the Debtors' chapter 11 cases on
Tuesday, March 1, 2005, in Manhattan.  More than 100 creditor
representatives and professionals ready to pitch their services to
an official committee attended.

The U.S. Trustee made it clear that this organizational meeting
is not the official meeting of creditors pursuant to 11 U.S.C.
Sec. 341(a).  That meeting -- at which a representative of the
Debtors will appear to be examined under oath -- will take place
at a later date and all creditors will be notified of the time,
place and date of that official proceeding.

Additionally, the U.S. Trustee made it clear that an official
committee of creditors represents, as a fiduciary, the interests
of its constituency as a whole.  Accordingly, a committee is not
a substitute for individual legal counsel when the interests of
one particular creditor diverge from the interests of all
creditors.

The U.S. Trustee received requests from a number of parties
urging the appointment of multiple committees.  After reviewing
those requests, the U.S. Trustee concluded that one official
committee can adequately represent the interests of all unsecured
creditors in Winn-Dixie's cases.  The U.S. Trustee understands
that bondholders, vendors and landlords have different short-term
and long-term interests.  Those competing interests, the U.S.
Trustee believes, can be adequately represented and that
decisions by the official committee will ultimately be in the
best interests of all creditors.

The U.S. Trustee noted that Section 1102 of the Bankruptcy Code
directs that committees should "ordinarily" be composed of the
seven largest creditors willing to serve.  The U.S. Trustee
reminded creditors that this is a guideline that's generally
followed in the Southern District of New York, but not a mandate.

Bennett L. Nussbaum, Winn-Dixie's Chief Financial Officer,
introduced himself to those in attendance.  Mr. Nussbaum reviewed
the events leading the company's board of directors to conclude
that seeking chapter 11 protection is the best way to maximize
value for all stakeholders.

Mr. Nussbaum indicated that operations at the store level are
stable and, from a customer's or employee's perspective, it's
"business as usual."  Mr. Nussbaum thanked creditors for
continuing to support the company with ordinary trade credit and
indicated that critical suppliers are extending post-petition
trade credit.

Mr. Nussbaum told creditors that Winn-Dixie is working on putting
a business plan together as rapidly as possible and management
looks forward to working with the official committee to refine
that plan.

Following a recess, the U.S. Trustee announced that a single
seven-member committee of unsecured creditors will be appointed
in Winn-Dixie's chapter 11 case, and the committee members are:

          * Capital Research & Management
          * Deutsche Bank Trust
          * Kraft Foods
          * New Plan Realty Trust
          * Oaktree Capital Management
          * PepsiCo
          * R2 Investments

The U.S. Trustee thanked all creditors and their representatives
for attending the organizational meeting and for their
willingness to serve on an official committee.  

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


WINN-DIXIE: Committee Has 3 Bondholders, 2 Landlords & 2 Vendors
----------------------------------------------------------------
Pursuant to Section 1102(a) and 1102(b) of the Bankruptcy Code,
Deirdre A. Martini, the United States Trustee for Region 2
appointed seven creditors to the Official Committee of Unsecured
Creditors in Winn-Dixie's Chapter 11 cases:

      1. R2 Investments, LDC
         c/o Amalgamated Gadget, LP
         301 Commerce Street, Suite 3200
         Fort Worth, TX 76102
         Attn: Dave Gillespie, Chief Financial Officer
         Tel. No. (817) 332-9500

      2. Deutsche Bank Trust Company Americas
         60 Wall Street
         New York, NY 10005-2858
         Attn: S. Berg
         Tel. No. (212) 250-2921

      3. New Plan Excel Realty Trust, Inc.
         420 Lexington Avenue
         New York, NY 10170
         Tel. No. (212) 869-3000

      4. Kraft Foods Global, Inc.
         Three Lakes Drive
         Northfield, IL 60093
         Attn: Sandra Schirmang, Senior Director of Credit
         Tel. No. (847) 646-6719

      5. Pepisco & Subsidiaries
         7701 Legacy Drive 38-109
         Plano, TX 75024
         Attn: Scott Johnson, Group Credit Manager
         Tel. No. (972) 334-7405

      6. OCM Opportunities Fund V, L.P.
         c/o Oaktree Capital Management, LLC
         Los Angeles, CA 90071
         Attn: Alan S. Adler, Vice President
         Tel. No. (213) 830-6300

      7. Capital Research & Management Company
         333 South Hope Street
         Los Angeles, CA 90071
         Attn: Ellen Carr, Vice President
         Tel. No. (213) 486-9200

R2, OCM and Capital Research are bondholders.  R2 reportedly
holds one-third of the company's bond debt.  

New Plan is a Winn-Dixie landlord.  Deutsche Bank serves as the
indenture trustee under an issue of privately placed Winn-Dixie
Pass-Through Certificates Series 1999-1 Certificates (secured,
according to Standard & Poor's Ratings Services, by mortgages on
15 properties leased to Winn-Dixie).  

Kraft and Pepsi, of course, are trade vendors.  

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


WINN-DIXIE: Creditors' Committee Taps Milbank Tweed as Counsel
----------------------------------------------------------------
After appointing the Official Committee of Unsecured Creditors
earlier this week, the U.S. Trustee directed the committee's
members to immediately convene their first meeting, introduce
themselves to one another, select a chairperson, decide how to
conduct their business and, if they wished, select professionals
to advise and assist them in carrying out their statutory duties.

The Committee met and decided that it should retain legal
counsel.  The Committee asked lawyers from Jones Day; Weil,
Gotshal & Manages; and Milbank Tweed Hadley & McCloy to
participate in its beauty pageant.

The Committee selected Milbank Tweed as its counsel.  Dennis F.
Dunne, Esq., will lead the engagement.  Mr. Dunne has extensive
experience in representing a long list of debtors and creditors
in reorganization cases and out-of-court workouts.  Mr. Dunne has
been ranked, for several years, as one of the top restructuring
professionals under 40 by Turnaround & Workouts and was also
listed among the top 40 global restructuring professionals under
40 in the Global Insolvency and Restructuring Review.  Mr. Dunne
is also listed in the K&A Register of the Leading Bankruptcy and
Financial Restructuring Lawyers and Financial Advisors in the
United States, as well as a Leading Individual (Bankruptcy) in
the 2004 edition of Chambers' The Client's Guide.  Mr. Dunne
received his law degree from New York University School of Law
with honors, where he was also the Galgay Fellow in Bankruptcy,
and his undergraduate degree from Williams College, with honors.

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


WITHERSPOON CDO: Moody's Puts Ba2 Rating on $18M Preference Shares
------------------------------------------------------------------
Moody's Investors Service has assigned the ratings to Witherspoon
CDO Funding, Ltd.:

   1) Prime-1 to the $602,001,000 Class A-1 CP Notes,

   2) Aaa to the U.S.$258,000,000 Class A-1 LT-a Floating Rate
      Notes Due 2039,

   3) Aaa to the U.S.$602,001,000 Class A-1 LT-b Floating Rate
      Notes Due 2039,

   4) Aaa to the U.S.$50,000,000 Class A-2 Floating Rate Notes Due
      2039,

   5) Aa2 to the U.S.$40,000,000 Class B Floating Rate Notes Due
      2039,

   6) A2 to the U.S.$23,000,000 Class C Floating Rate Deferrable
      Interest Notes Due 2039,

   7) Baa2 to the U.S.$9,000,000 Class D Floating Rate Deferrable
      Interest Notes Due 2039,

   8) Ba2 to the U.S.$18,000,000 Aggregate Liquidation Preference
      of Preference Shares, and

   9) Baa1 to the U.S.$5,000,000 Combination Securities Due 2039.

Princeton Advisory Group and Structured Asset Investors, LLC, are
jointly managing this transaction.

The ratings assigned to the Term Securities address the ultimate
cash receipt of all required interest, if any, and principal
payments as provided by the Term Securities' governing documents,
and are based on the expected loss posed to holders of the Term
Securities relative to the promise of receiving the present value
of such payments.  The rating of the Preference Shares addresses
only the likelihood that the holders thereof will receive payment
of the preference share rated balance thereof by their scheduled
maturity.  

The ratings of the Combo Notes address only the likelihood that
the holders thereof will receive payment of the combination
security notional balance thereof by their scheduled maturity.  
The ratings of the Combo Notes and the Preference Shares do not
address any interest or other distributions or payments thereon.

Moody's Prime-1 rating assigned to the CP Notes is based on the
payment in full of the face amount of the CP Notes from the
proceeds of newly issued CP Notes, cash payments received from the
underlying assets, or cash paid by AIG Financial Products Corp.,
as swap counterparty, and Societe Generale, NY Branch, as put
counterparty, under the terms of the interest rate swap
transaction and put option, respectively, by the legal final
maturity.  

The Prime-1 rating considers all grace periods (up to five
business days) and payment delays permitted under the governing
documents.  The Prime-1 rating also depends in part on the short
term ratings of the swap and put counterparties, and may be
lowered if the rating of the either the swap or put counterparty
is lowered or if the swap or put agreement is terminated.


W.R. GRACE: Phillip Hempleman Discloses 5.2% Equity Stake
---------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated February 11, 2005, Phillip J. Hempleman
discloses holding 3,460,000 shares or 5.2% of the outstanding
shares of W.R. Grace & Co. Common Stock through:

                                    No. of Shares   Percentage
                                    Beneficially    Outstanding
   Reporting Person                 Owned           of Shares
   ----------------                 -------------   -----------
   Ardsley Partners Fund II, L.P.     1,000,000         1.5%
   Ardsley Partners Institutional
      Fund, L.P.                        520,000         0.8%
   Ardsley Offshore Fund Ltd.         1,420,000         2.2%
   Ardsley Advisory Partners          2,995,000         4.5%
   Ardsley Partners I                 1,520,000         2.3%

AP II and Ardsley Institutional are Delaware limited
Partnerships.  Ardsley Offshore is a British Virgin Islands
Corporation.  Ardsley and Ardsley Partners are Connecticut
general partnerships.

Ardsley, the Investment Manager of Ardsley Offshore and the
Investment Adviser of certain managed accounts, has the power to
vote and direct the disposition of the proceeds from the sale of
the shares of Common Stock owned by Ardsley Offshore and the
managed accounts, and accordingly may be deemed the direct
"beneficial owner" of those shares of Common Stock.

Ardsley, the Investment Adviser of AP II and Ardsley
Institutional shares the power to vote and direct the disposition
of the proceeds from the sale of the shares of Common Stock owned
by AP II and Ardsley Institutional, and accordingly may be deemed
the direct "beneficial owner" of those shares of Common Stock.

Ardsley Partners, the General Partner of AP II and Ardsley
Institutional shares the power to vote and direct the disposition
of the shares of Common Stock owned by AP II and Ardsley
Institutional, and accordingly may be deemed the direct
"beneficial owner" of those shares of Common Stock.

Mr. Hempleman is the Managing Partner of Ardsley and Ardsley
Partners and in that capacity directs their operations and
therefore may be deemed to be the indirect "beneficial owner" of
the shares of Common Stock owned by Ardsley Offshore, AP II,
Ardsley Institutional and the managed accounts.  Mr. Hempleman
also has the power to vote and direct the disposition of the
proceeds from the sale of the shares of Common Stock that he owns
individually.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 80; Bankruptcy Creditors' Service, Inc., 215/945-7000)


YUKOS OIL: To Appeal as Court Upholds Dismissal & Denies Stay
-------------------------------------------------------------
Judge Letitia Z. Clark of the U.S. Bankruptcy Court for the
Southern District of Texas denied Yukos Oil Company's request for
a new trial and imposition of automatic stay at a hearing on
Thursday, March 3, 2005, in Houston, Texas.

According to the Associated Press, Judge Clark expressed sympathy
over Yukos' and its shareholders' concerns over lack of asset
protection and a forum to sue under U.S. bankruptcy law.  Judge
Clark, however, refused to reconsider her decision to dismiss the
case.

                 Yukos Seeks Stay Pending Appeal

Yukos will take an appeal from the Bankruptcy Court's Dismissal
Order to the U.S. District Court for the Southern District of
Texas.  Pending resolution of the appeal, Yukos asks Judge Clark
to stay the Order.

"In the seven days since [the Bankruptcy] Court issued its ruling
dismissing the case, Yukos has already begun to suffer the effects
of the lack of bankruptcy protection," Zack A. Clement, Esq., at
Fulbright & Jaworski, L.L.P., tells Judge Clark.

Mr. Clement explains that Yukos received notices from Ingosstrakh
Insurance Company and AIG Russia Insurance Company that certain of
its Directors' and Officers' liability insurance policies were
being cancelled.  According to Mr. Clement, those letters would
not have been received if the bankruptcy case had not been
dismissed.

On February 28, 2005, a Moscow court issued an arrest warrant for
Mikhail Yelfimov, currently Yukos' acting president for Yukos
Refining and Marketing, the management company for Yukos'
downstream operations.  The next day Russian prosecutors opened a
criminal investigation against the chief executive of Tomskneft,
one of Yukos' two remaining production subsidiaries following the
expropriation of Yuganskneftegas.  The Tomskneft chief executive
allegedly violated oil field license agreements in 2003 by
producing too much crude oil in two regions, although the
production was in line with revised field development plans, which
had been submitted to the Russian Government long ago.

On March 2, 2005, the Russian press reported that the Moscow
Arbitrazh Court of Appeals, No. 9, denied Yukos' appeal of the re-
assessment of 2002 taxes, thus approving the $6.59 billion of
additional taxes that had been assessed, and confirmed the
imposition of a $2.57 billion tax penalty.

The long-planned merger of Gazprom with Rosneft, the subsequent
transferee of Yukos' YNG stock, was also carried out because of
the dismissal of the bankruptcy.  Mr. Clement points out that the
Gazprom-Rosneft merger had been delayed because of fears of legal
action relating to the bankruptcy case.

On February 25, Yukos received a demand letter from Rosneft
threatening suit unless Yukos paid $3.8 billion in receivables
that were payable by Yukos to YNG.  Mr. Clement relates that a
large portion of the receivables were amounts taken by the Russian
Government from Yukos bank accounts for which Yukos was acting as
collection agent for YNG.  Rosneft, a 100% state-owned entity, is
demanding payment of the same YNG funds that the Russian
Government has taken from Yukos' accounts.  Other amounts of the
receivables were funds taken by Yukos' trade finance creditors
after the creditors put Yukos in default as a result of the
Russian Government actions.  YNG is a guarantor of the trade
finance.  The demand letter gave Yukos until February 28 to make
the payment or Rosneft would bring a collection suit in the
Russian courts.

Yukos also received a demand on a lawsuit which had been stayed.  
On December 28, 2004, Sergey Funygin improperly filed a complaint
against Yukos alleging claims for unpaid wages, bonuses and
compensation for relocation.  The claim was actually against YNG.  
Yukos filed a Suggestion of Bankruptcy informing the court of the
bankruptcy filing and of the automatic stay.  Two business days
after the Bankruptcy Court dismissed Yukos' case, the company
received a telephone call from Mr. Funygin, claiming that he
intended to file an emergency motion to garnish Yukos' money
located in the United States.

The press has also reported that Russian President Vladimir Putin
stated that Tatneft, a Russian oil company, was interested in
purchasing a Yukos subsidiary's 49% ownership in the Slovakian
pipeline, Transpetrol.  News reports conclude from this statement
that "the Russian government now seems more than happy to view all
of Yukos' assets as ripe for takeover, primarily by state-run
firms," Mr. Clement says, citing a WMRC daily analysis by
Stephanie Berger.

                 Requirements for a Stay are Met

The Fifth Circuit in Arnold v. Garlock, Inc., 278 F.3d 426,
438-39 (5th Cir. 2001), has held that a request for stay pending
appeal is judged by a four-part test:

   (1) Whether the movant has made a showing of likelihood of
       success on the merits;

   (2) Whether the movant has made a showing of irreparable
       injury if the stay is not granted;

   (3) Whether the granting of the stay would substantially harm
       the other parties; and

   (4) Whether the granting of the stay would serve the public
       interest.

Citing Arnold, 278 F.3d at 439, Mr. Clement argues that, to show
the likelihood of success on the merits, the movant "need not
always show a 'probability' of success on the merits; instead the
movant need only present a substantial case on the merits when a
serious legal question is involved and show that the balance of
the equities weighs heavily in favor of granting the stay."

Mr. Clement asserts that the legal issues alone justify a
likelihood of success on appeal.  Mr. Clement notes that the
Bankruptcy Court agreed with Yukos' arguments on each of the
individual issues that Deutsche Bank argued as the basis for
dismissal.  The Court ordered dismissal for "cause" under Section
1112(b) of the Bankruptcy Code on grounds that were, in some
cases, unsupported by evidence, and, in other cases, at odds with
the evidence.  Significantly, the Court did not make the finding
required under Section 1112(b) that dismissal would be in the best
interests of the creditors and the estate.

"Indeed, there is substantial evidence that dismissal would not be
in the best interests of the creditors and the estate and no
evidence that dismissal would be in the best interests of
creditors or the estate," Mr. Clement says.

Mr. Clement also reiterates that the automatic stay is crucial to
Yukos' continued existence as a going concern.  Absent the stay,
Yukos has no remedy against those who will attempt to take its
assets.  A later money judgment against parties who obtain Yukos'
assets through means which would otherwise have violated the stay,
will not be available to Yukos to put it back in the same place it
was when the appeal began.

"Once Yukos is taken apart, like the proverbial egg that fell from
the wall, it cannot be put back together again," Mr. Clement adds.

Mr. Clement also repeats that granting a stay will not cause
substantial harm to other parties.  Mr. Clement reminds the Court
that Deutsche Bank's counsel, early in the case, stated in open
court before the Bankruptcy Court, and again before the District
Court on the appeal of the Temporary Restraining Order taken by
Gazpromneft, that Deutsche Bank would not finance any transaction
in violation of the automatic stay.  The Bank's representatives,
Henrik Aslaksen and Nicholas Jordan, testified in depositions
taken February 2 and 7, 2005, that Deutsche Bank had no current
plans to become involved in any transactions involving Yukos.

Accordingly, Mr. Clement says Deutsche Bank will not be harmed by
the continued imposition of a stay with regard to the sale of
other Yukos assets.  If Deutsche Bank in the future wishes to make
money by continuing to assist in the taking of Yukos' assets, Mr.
Clement notes that those assets will remain in place if Yukos is
eventually unsuccessful in its appeal.

Mr. Clement further insists that there is no harm to the public
interest caused by Yukos being given a stay.  If Yukos is
destroyed, there may be no entity to pursue Yukos' causes of
action nor to collect on judgments, if any.  Yukos' creditors will
not be repaid.  Thus, in the end, the only "creditor" who will be
allowed to profit from the absence of a stay is the Russian
Federation, the party that caused the harm to Yukos in the first
place.  If the stay is imposed, the public interests of U.S.
investors in Yukos who relied on the Foreign Investment Law, far
from being harmed, will be served by holding the Russian
Federation to the promises it made in that law.  Mr. Clement
reminds Judge Clark that these U.S. investors have lost over $4
billion as a result of the Russian Government's expropriation of
Yukos' assets in violation of Russia's Foreign Investment Law.

                        Court Denies Stay

After due deliberation, Judge Clark denies the Debtors' request to
impose a stay pending appeal.

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.


* BOOK REVIEW: Business & Capitalism: An Intro to Business History
------------------------------------------------------------------
Author:     N. S. B. Gras
Publisher:  Beard Books
Hardcover:  428 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981939/internetbankrupt

Gras's "Business and Capitalism" is as relevant to the
fundamentals, practices, and trends of today's business world as
it was when it was first published in 1939. This was a time when
the value and resiliency of capitalism were being challenged from
without by communism and other ideologies and also from within by
the depression. But such is the breadth and soundness of Gras's
history, that he is able to put these threats into perspective
even in his own day. Obviously, capitalism survived; whereas the
threats to it of Gras's day, as he saw them, did not much affect
the basics of business and capitalism.

From Gras's point of view, based on a study of history and
analysis - or anatomy - of the business field, business and
capitalism cannot be put aside by revolution or political change
or superceded by utopian societies because they are inextricably
rooted in history, human nature, and society, particularly social
needs and aspirations. Rudiments of business can be found in
primitive and ancient societies. Gras focuses on these much as
anthropologists focus on the religious rituals and family
structures of early societies. He sees in some of these a cultural
nomadic economy, and in others, a pastoral nomadic economy. In
each of these economies can be seen the combining of some form of
capital--namely, goods in these cases--with the management of it.
Herds of animals, for example, were the capital in the cultural
nomadic economy; in the pastoral nomadic economy, the capital was
fields of crops. Although Gras points to ancient and medieval
economies as undeniable and necessary precursors for capitalist
business, "In most of man's history there has been no business."
The author's definition of business underlies the point when
business as it is understood and practiced today became a part of
history and society: "Business is the administration of labor and
natural resources, in partnership with capital, in a process which
leads to the sales of goods or services, with other activities in
a subordinate position."

The "business man" is differentiated from the primitive shepherd,
for instance, in that the shepherd raises his sheep mainly to feed
himself and a small number of others, only occasionally trading
them outside this small circle. By contrast, the business man is
not directly involved in production; he administers labor and
resources to produce something which can be exchanged, i. e.,
sold. Gras stresses "business is administration that looks toward
exchange." "Petty capitalism", the first stage of the intertwined
business and capitalism that takes up most of Gras's lengthy
history and analysis formed in early towns on all continents. The
names of many of these towns are well known--Babylon, Athens,
Rome, London, Paris, Amsterdam. That they were centers of the
petty capitalism of their bourgeoisie is a principle reason they
had significant roles in history.

Pedlars, shopkeepers, and tradesmen represented this petty
capitalism. This first stage of capitalist business became more
highly organized in the course of history, and more multifacted.
The petty capitalism was succeeded by mercantile capitalism,
represented by merchants who entered into partnerships with other
merchants, issued stock in their businesses, and developed
sophisticated bookkeeping practices. Later came industrial
capitalism with its large factories, complex production processes,
and widespread, in some cases international, markets. Industrial
capitalism spawned financial capitalism involving diversified
practices and services of stock markets and banks to meet the big
and sometimes unexpected financial requirements to sustain it and
for it to grow.

Today's diversified, vibrant, and global U. S. economy can be seen
as the high point of Gras's industrial capitalism mixed with his
financial capitalism. He ends his economic history with a chapter
on the national capitalism practiced by Nazism and Fascism which
at the time challenged the centuries of business progress based on
private capitalism. But these challenges were turned back in World
War II.

The dated parts of "Business and Capitalism" are limited; although
they hold interest for historians and philosophers of economics. A
knowledgeable study of the different forms capitalist business has
taken throughout history, it is a book for all time.

The economic historian N. S. B. Gras (d. 1956) was a Professor of
Business History at Harvard's Graduate School of Business and in
1926, the founder of the Business History Society with its
"Journal of Business History".


                          *********

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,
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Each Tuesday edition of the TCR contains a list of companies with
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For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
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                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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                *** End of Transmission ***