TCR_Public/050309.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, March 9, 2005, Vol. 9, No. 57

                          Headlines

ACCESS FINANCIAL: Moody's Reviewing Ratings & May Downgrade
ACIH INC: Moody's Puts B3 Rating on $174MM Senior Discount Notes
ADELPHIA COMMS: Modifying Borrowing Limits under DIP Facility
ADELPHIA COMMS: Wants to Recover Multi-Mil. Transfers from L. Tow
ADELPHIA COMMS: Wants Tows' $1.5B Securities Claim Subordinated

AIR CANADA: Holding Fourth Quarter Conference Today
ALLIANCE IMAGING: Equity Deficit Narrows to $67.5 Mil. at Dec. 31
APPLIED EXTRUSION: Emerges from Bankruptcy with Reduced Debt
ASSET BACKED: Fitch Holds Low-B Ratings on Two Home Equity Issues
ASSOCIATED MATERIALS: Incurs $38.4M Net Loss for Fourth Quarter

ASSOCIATED MATERIALS: Increases Senior Credit Facility by $42MM
ATA AIRLINES: Balks at Bank's Request for Adequate Protection
AVALON MEDIA: Case Summary & 20 Largest Unsecured Creditors
CAPITAL ONE: Plan to Buy Hibernia Cues Moody's to Review Ratings
CENTERPOINT ENERGY: Closes 3 Credit Facilities Totaling $2.51 Bil.

CENTURY COMMS: Wants to Recover Multi-Mil. Transfers from L. Tow
CHI-CHI'S: Hormel Acquires Restaurant Trade Assets for $125K
CONVERSENT HOLDINGS: Moody's Puts B3 Rating on $25MM Sr. Sec. Loan
CRAFTMASTER PRINTERS: Case Summary & Largest Unsecured Creditors
CRI RESOURCES: Case Summary & 14 Largest Unsecured Creditors

CSFB MORTGAGE: Moody's Junks $3.250MM Class H-WBC Certificates
DICK'S SPORTING: Posts $43.4 Million Net Income in Fourth Quarter
DT INDUSTRIES: Has Until May 7 to File Plan of Reorganization
ESCHELON TELECOM: Incurs $5.466 Million Net Loss in 4th Quarter
FEDERAL-MOGUL: Asks Court to Okay Surety Claims Settlement Pact

FOSTER WHEELER: Woodside Wants to Take Part in Australian Project
FRATERNAL COMPOSITE: Case Summary & 20 Largest Unsecured Creditors
GOODYEAR TIRE: Moody's Puts (P)Ba3 Rating on $1.5BB Sr. Sec. Loan
HEADWATERS INC: S&P Upgrades Recovery Rating to '2' from '3'
HORIZON NATURAL: Wants Court to Halt Administrative Claims Payment

HUFFY CORP: Stull Stull & Brody Commences Class Action
IMPAC CMB: Moody's Holds Low-B Ratings on Cert. Classes E & F
INDYMAC HOME: Moody's Junks Series 2001-B Class BF Certificates
INT'L RECTIFIER: S&P Revises Outlook on Low-B Ratings to Positive
INTERSTATE BAKERIES: D. Gianopolous Wants to Pursue Class Suit

KCS ENERGY: Earns a Record $100,400,000 Net Income in 2004
KMART CORP: CFO Crowler to Assume Sears CFO Role After Merger
LANTIS EYEWEAR: Disclosure Hearing Scheduled for April 20
LEVITZ HOME: Sharp Drop in Profitability Cues S&P to Junk Rating
LTX CORP: S&P's Junk Sub. Debt Rating Slides to CCC from CCC+

MIRANT CORP: Court Approves First Wraparound Agreement with PG&E
MORGAN STANLEY: Moody's Puts Ba1 Rating on $14.047M Class H Certs.
MSW ENERGY: Posts $97M Combined Net Income for Year Ended 09-2004
NASH FINCH: Moody's Puts B3 Rating on $150MM Senior Sub. Notes
NASH FINCH: S&P Puts B- Rating on $290 Million Senior Sub. Notes

NATIONAL ENERGY: Court Okays ET Subsidiaries' Disclosure Statement
NATIONAL ENERGY: Hearing to Confirm ET Debtors' Plan on April 13
NETWORK INSTALLATION: Names J. Hultman as Chief Executive Officer
NORTEM NV: To Cancel Debentures & Warrants in Exchange for Cash
OPTEUM MORTGAGE: Moody's Puts Ba1 Rating on $5.218MM M-10 Certs.

OWENS CORNING: Ohio Fire Marshal Objects to Hebron Property Sale
PASEO VERDE: Robert C. Lepome Approved as Bankruptcy Counsel
RECOTON CORP: Court OKs Mediation to Resolve 34 Avoidance Actions
REMY INT'L: Moody's Junks $150MM Senior Unsecured Sub. Notes
RESORTS INT'L: Moody's Puts B2 Rating on $585MM Sr. Sec. Loan

SAKS INC: S&P Puts BB Corp. Credit Rating on CreditWatch Negative
SALEM COMMS: Earns $7.3 Million of Net Income in Year 2004
SALOMON BROTHERS: Moody's Junks $5.405MM Class P Certificates
SGD HOLDINGS LTD: Case Summary & 17 Largest Unsecured Creditors
SKIN NUVO INT'L: Case Summary & 50 Largest Unsecured Creditors

SOLUTIA INC: Integrated Nylon Pres. J. Saucier Dumps 5,592 Shares
SPX CORP: S&P Slices Corporate Credit Rating to BB+ from BBB-
STARWOOD HOTELS: Moody's Confirms Ba1 Rating on Senior Notes
UNITED DEFENSE: BAE Systems Buy-Out Cues Moody's to Review Ratings
UNITED DEFENSE: S&P Puts BB+ Credit Rating on CreditWatch Positive

US AIRWAYS: Wants to Reject Rolls-Royce TotalCare Program Accord
US CAN CO: Moody's Junks $125 Million 2nd Lien 10.875% Notes
V.I. TECHNOLOGIES: Insufficient Funds Trigger Going Concern Doubt
WHX CORPORATION: Case Summary & 20 Largest Unsecured Creditors
WHX CORP: Files Plan of Reorganization and Disclosure Statement

WHX CORPORATION: S&P Rating Tumbles to D After Bankruptcy Filing
WINN-DIXIE: Wants to Hire Kirschner & Legler as Special Counsel
WINN-DIXIE: Wants to Hire Blackstone Group As Advisor
WINN-DIXIE: Wants to Employ XRoads Solutions as Consultants

* Upcoming Meetings, Conferences and Seminars

                          *********


ACCESS FINANCIAL: Moody's Reviewing Ratings & May Downgrade
-----------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the ratings of two subordinate certificates of Access
Financial's manufactured housing securitizations.

Moody's previously downgraded the ratings of several subordinate
certificates of Access Financial's 1995-1 and 1996-1 manufactured
housing securitizations in September 2004.  The rating actions
were primarily based on the continued deterioration in the
performance of the manufactured housing loans and the resulting
erosion in credit support.

The current ratings review is prompted by the continued weaker-
than-anticipated performance of Access Financial's manufactured
housing pools.  As of the February 15, 2005 remittance report,
cumulative losses and cumulative repossessions for the 1995-1
securitization were 23.45% and 35.00%, respectively, with
approximately 27% of the pool balance outstanding.

Cumulative losses and cumulative repossessions for the 1996-1
securitization equaled 25.22% and 36.83%, respectively, with
approximately 29% of the pool balance outstanding.  Average loss
severities for the past six months on liquidated collateral for
both transactions are approximately 94%.  Overcollateralizations
in both transactions have been completely eroded and pool balances
are currently below certificate balances.

The complete ratings review are:

-- Issuer: Access Financial Manufactured Housing Contract Trust,

    * Series 1995-1

    * 7.650% Class B-1 Certificates, rated Ba2, on review for
      possible downgrade

    * Series 1996-1

    * 7.975% Class A-6 Certificates, rates Aa3, on review for
      possible downgrade

    * 8.040% Class B-1 Certificates, rated Caa2, on review for
      possible downgrade

Access Financial Lending Corp. is a wholly owned subsidiary of
Cargill Financial Services Corporation.  Access Financial is
headquartered in Minneapolis, Minnesota.  The loans are currently
serviced by Vanderbilt Mortgage & Finance.


ACIH INC: Moody's Puts B3 Rating on $174MM Senior Discount Notes
----------------------------------------------------------------
Moody's Investors Service assigned a senior implied rating of B1
to ACIH, Inc., following the receipt of final documentation for
the Senior Discount Notes due 2012 that were issued on Dec. 28,
2004 by ACIH, Inc., which is an intermediate holding company that
is structurally below Atrium Corporation, the ultimate parent
company, but resides above Atrium Companies, Inc. -- ACI, the
primary operating company, in the Atrium organizational structure.

The ratings assigned by Moody's to ACIH Inc.:

   * Senior Implied, rated B1;

   * $174 million (accretes from $125 million) senior discount
     notes due 2012, rated B3.

   * Senior Unsecured Issuer Rating, rated B3.

The ratings affirmed by Moody's for ACI:

   * $50 million senior secured revolver, due 2009, rated B1;

   * $325 million senior secured term loan B, due 2011, rated B1.

The outlook remains stable.

Moody's is withdrawing these ratings at Atrium Corporation:

   * Senior Implied, rated B1;

   * $125 million senior discount notes due 2012, rated B3.

   * Senior Unsecured Issuer Rating, rated B3.

In its initial ratings assignment, Moody's had expected the
issuance of the senior discount notes to be at the ultimate parent
holding company, Atrium Corporation.  As a result, the senior
implied rating and senior unsecured issuer rating along with the
Notes rating have been withdrawn from Atrium Corporation and
assigned to ACIH Inc. to reflect the issuance by ACIH.  Final
terms and use of proceeds are unchanged as outlined in Moody's
press release for Atrium Corporation issued on December 3, 2004.
The $174 million of senior discount notes resulted in proceeds of
$125 million before transaction expenses.

Headquartered in Dallas, Texas, Atrium Corporation is one of the
largest residential window manufacturers in the United States.


ADELPHIA COMMS: Modifying Borrowing Limits under DIP Facility
-------------------------------------------------------------
Finding that Adelphia Communications Corporation and its
debtor-affiliates have a need to obtain an extension of their
current financing and are unable to obtain adequate unsecured
credit allowable under Section 503(b)(1) of the Bankruptcy Code as
an administrative expense, Judge Gerber of the U.S. Bankruptcy
Court for the Southern District of New York authorizes the Debtors
to enter into an Extended DIP Facility and all its related
documents, instruments and agreements.

As previously reported in the Troubled Company Reporter, the
Extended DIP Facility:

   -- extends the maturity date of the previous DIP Facility from
      March 31, 2005, to March 31, 2006;

   -- increases the DIP Lenders' aggregate commitment from
      $1 billion to $1.3 billion;

   -- decreases the borrowing margins on Loans extended by the
      DIP Lenders;

   -- reduces the unused commitment fee rate in respect of the
      Tranche A Loan; and

   -- changes the Borrowing Limits and extends the financial
      covenant levels of each Borrower Group through the new
      maturity date.

The Court makes it clear that all obligations of the ACOM Debtors
arising in connection with the Extended DIP Facility will be
deemed a part of the financing under the DIP Order.

            ACOM Debtors Seek to Modify Borrowing Limits

Mark Shinderman, Esq., at Munger Tolles & Olson LLP, in Los
Angeles, California, points out that although the Extended DIP
Facility increases the Borrowing Limits of each of the Debtors'
Borrower Groups (other than the Parnassos Borrower Group), the
Century-TCI Borrower Group cannot avail itself of the increased
Borrowing Limit without:

    -- the consent of the TCI California Holdings, LLC, a limited
       partner of Century-TCI; or

    -- a further Court approval.

As to the Parnassos Borrower Group, the Extended DIP Facility
proposes to reduce the Borrowing Limit; however, the reduction
also requires the consent of a Comcast affiliate, TCI Adelphia
Holdings, LLC.

The ACOM Debtors seek the Court's authority to modify the
Borrowing Limits of the Century-TCI and Parnassos Borrower Groups
pursuant to the Debtors' Extended DIP Facility.  Specifically, the
Debtors ask the Court to authorize:

    (a) an increase in the Borrowing Limit of the Century-TCI
        Borrower Group to $315 million from its present level of
        $235 million; and

    (b) a decrease in the Borrowing Limit of the Parnassos
        Borrower Group to $15 million from its present level of
        $40 million.

                    Adelphia Communications Corp.
             Borrowing Limits for Extended DIP Facility
                          January 26, 2005

                           Interim               Final
    Borrower Group    Borrowing Limits      Borrowing Limits
    --------------    ----------------      ----------------
    Century               $610,000,000          $585,000,000
    Century-TCI            235,000,000           315,000,000
    UCA                    110,000,000           100,000,000
    Parnassos               40,000,000            15,000,000
    Frontier Vision        195,000,000           185,000,000
    Olympus                 50,000,000            40,000,000
    7A                               0                     0
    7B                      35,000,000            35,000,000
    7C                      25,000,000            25,000,000
                        --------------        --------------
    TOTAL               $1,300,000,000        $1,300,000,000
                        ==============        ==============

The Century-TCI Borrower Group consists of:

       Borrower: Century-TCI California, L.P.

       Guarantors: Century-TCI Holdings, LLC
                   Century-TCI California Communications, L.P.

The Parnassos Borrower Group consists of:

       Borrower: Parnassos, L.P.

       Guarantors: Parnassos Holdings, LLC
                   Parnassos Communications, L.P.
                   Western NY Cablevision, L.P.

Mr. Shinderman asserts that the increase in the Borrowing Limit
of the Century-TCI Borrower Group will enable it to continue to
operate as budgeted, and provide a borrowing cushion over its
anticipated borrowing needs.  The decrease to Parnassos Borrowing
Limit will save the ACOM Debtors a significant amount of fees and
costs on funds that the Parnassos Borrower Group no longer needs
to borrow.

TCI California and TCI Adelphia -- the Comcast JV Partner -- has
not yet consented to the modification of the Borrowing Limits,
thus necessitating the ACOM Debtors to bring the matter to the
Court.  Negotiations to obtain those consents continue.

                    Century-TCI Needs to Increase
                        its Borrowing Limit

As part of its management of Century-TCI, the ACOM Debtors
regularly prepare budgets of cash needs based on anticipated
revenues, costs, debt financing and capital expenditures.  These
budgets consider historical trends, actual performance and
anticipated operations, and require the input of a number of
local and regional personnel.

The recent budget indicates that if operations proceed as
expected, Century-TCI will run out of funds this summer.
Consequently, Century-TCI needs access to the additional funds
provided by the Extended DIP Facility as previously agreed to by
the DIP Lenders.

Moreover, the ACOM Debtors believe that it would be appropriate
to establish a borrowing cushion to permit Century-TCI to address
unanticipated events.

According to Mr. Shinderman, the Debtors anticipate that:

    -- Century-TCI will run out of funds at budgeted spending
       levels in late June or July 2005; and

    -- total borrowing needs as of March 31, 2006, will be
       around $247 million, or about $12 million more than the
       current Borrowing Limit.

To address unanticipated events the Debtors want to establish a
borrowing cushion of around $68 million.

Century-TCI needs to know now that it will have access to
additional funds when needed this summer; otherwise, it must
curtail capital expenditures immediately, Mr. Shinderman states.
Century-TCI cannot just make commitments to vendors that it might
not be able to honor later or engage on a path of capital
improvements that it cannot complete.

Moreover, it would be detrimental to the customers of Century-
TCI, and thus the value of Century-TCI, if Century-TCI does not
complete the projects it intends to undertake due to a lack of
funds.

                       Parnassos Must Decrease
                         its Borrowing Limit

Under the Extended DIP Facility, Parnassos pays a fee on its
borrowing availability.  The ACOM Debtors' budget for Parnassos
indicates that it will require less DIP Loan proceeds than
previously made available.  Accordingly, Parnassos can reduce its
fees and costs under the Extended DIP Facility by reducing the
Borrowing Limit for the Parnassos Borrower Group.

                    Comcast JV Partner's Concerns

The ACOM Debtors have no assurance that the consents from the
Comcast JV Partner are forthcoming.  The Comcast JV Partner has
not offered any business justification for failing to provide
consent to the modification of the Borrowing Limit.

As to Century-TCI, the Debtors expect that the Comcast JV Partner
will argue that Century-TCI does not need access to additional
DIP Loan proceeds if certain costs incurred by the ACOM Debtors
are not allocated to Century-TCI but instead, are borne by the
other Borrower Groups.  The Debtors cannot accede to this request
because the Debtors believe that the costs are properly allocable
to Century-TCI.  Thus, the Cash Management Protocol previously
approved by the Court and the Extended DIP Facility require that
Century-TCI bear the costs.  Indeed, if the costs are not
properly allocated and effectively paid each month, Century-TCI
would be in default of both the Extended DIP Facility and the
Cash Management Order, thus cutting off its right to borrow any
more funds at all.

Among other things, the Comcast JV Partner has raised concerns
about the allocation of a portion of the Debtors' reorganization
costs to Century-TCI.  Moreover, the Comcast JV Partner wants to
audit certain other expenses allocated to Century-TCI to ensure
that the Debtors properly allocated the costs.  While these
concerns are understandable, and inevitably will be addressed,
they do not presently justify starving Century-TCI's anticipated
need for funds at this critical juncture of the bankruptcy case.

The ACOM Debtors believe that they have properly allocated the
reorganization costs to Century-TCI in that:

    -- Century-TCI is properly a debtor;

    -- Century-TCI has availed itself of the benefits of the
       bankruptcy process; and

    -- they based their allocation to Century-TCI on a valid
       methodology, consistent with historical practices.

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


ADELPHIA COMMS: Wants to Recover Multi-Mil. Transfers from L. Tow
-----------------------------------------------------------------
Adelphia Communications Corporation, Century Communications Corp.,
and Arahova Communications, Inc., assert that payments totaling
$5,826,160 were made from a Special Payment Trust subsequent to
Century's bankruptcy filing -- June 10, 2002 -- to or for the
benefit of Leonardo Tow:

    Check Date    Payee                                   Amount
    ----------    -----                                   ------
    06/14/02      Leonard Tow                           $484,105
    06/14/02      Leonard Tow                          5,202,034
    06/24/02      Phillips Nizer                           1,989
    12/30/02      Commissioner of Revenue Service          8,141
    12/30/02      Financial Agent                         43,147
    04/15/03      David Rosensweig                        63,894
    05/08/03      Carter Ledyard & Milbran                 7,850
    03/25/04      Deloitte & Touche                       15,000

The Special Payment Trust was created from a Termination Agreement
between Century Communications Corp. -- Old Century -- and Mr.
Tow.  Mr. Tow would be paid the severance and other prospective
benefits from Special Payment Trust.

On July 1, 1997, Mr. Tow was employed as Chief Executive Officer
for a period through June 30, 1998, followed by an advisory period
of five years.  Mr. Tow terminated his employment with Old Century
in 1999 when Old Century merged with Adelphia Acquisition
Subsidiary, Inc., with Acquisition Subsidiary surviving.
Acquisition Subsidiary was renamed Arahova.

Payments aggregating $1,888,982, were also made subsequent to the
Century Petition Date from the Special Insurance Trust to or for
the benefit of Mr. Tow:

    Check Date    Payee                                   Amount
    ----------    -----                                   ------
    06/13/02      New York Live Insurance             $1,838,000
    06/24/02      Phillips Nizer                           1,989
    04/15/03      David Rosensweig                        38,993
    03/25/04      Deloitte & Touche                       10,000

The Special Insurance Trust was established by Century
Communications Corp. and the Tow Insurance Trustee to fund the
premium payments when due on certain policies.

Old Century and the Tow Insurance Trust are parties to a Split
Dollar Agreement pursuant to which Old Century agreed to pay the
premiums on certain life insurance policies procured by the Tow
Insurance Trust for the benefit of Mr. Tow and his wife, Claire.

At the time of the execution of the Split Dollar Agreement, Mr.
Tow was the Chief Executive Officer and Chief Financial Officer of
Old Century and his wife was the Vice-President and Director.

The Postpetition Transfers were transfers of an interest in
property of Century.  The Transfers were not authorized to be made
under the Bankruptcy Code or by the U.S. Bankruptcy Court for the
Southern District of New York.

Accordingly, ACOM, Century and Arahova believe that the
Postpetition Transfers constitute avoidable transfers pursuant to
Sections 549 of the Bankruptcy Code.

                        Fraudulent Transfers

Brian E. O'Connor, Esq., at Willkie Farr & Gallagher, LLP, in New
York, tells the Court that within one year prior to the Chapter 11
filings of Century or Arahova, transfers were made from the Trusts
with the intent to hinder, delay or defraud the Century or
Arahova creditors.

Specifically, $6,257,776 in transfers of an interest in property
of Century were made from the Special Payment Trust to:

    Check Date    Payee                                   Amount
    ----------    -----                                   ------
    05/23/02      Leonard Tow                           $250,000
    06/04/02      Citizens Communications Company        321,637
    06/14/02      Leonard Tow                            484,105
    06/14/02      Leonard Tow                          5,202,034

Fraudulent Transfers, aggregating $7,354,047, were made from the
Special Insurance Trust to:

    Check Date    Payee                                   Amount
    ----------    -----                                   ------
    05/23/02      Manulife                            $2,643,187
    05/31/02      Met Life                             2,164,040
    06/06/02      Met Life                               116,095
    06/07/02      Leonard & Claire Tow Insurance Trust   610,725
    06/13/02      New York Life Insurance              1,838,000

"Each of the Fraudulent Transfers was an involuntary transfer that
Mr. Tow caused to be made from the Trusts with the actual
knowledge of the occurrence or the [imminence] of Century's
Chapter 11 filing," Mr. O'Connor alleges.

The Fraudulent Transfers caused the Trustee, David Z. Rosensweig,
to make payments from the Trusts for his benefit that were not
due.  At the time each of the Fraudulent Transfers was made, Mr.
Tow was an insider of Century and had actual knowledge that
Century's creditors had an interest in the assets held by the
Trusts.

Thus, the Fraudulent Transfers constitute avoidable fraudulent
conveyances pursuant to Section 548.

                        Demand for Recovery

By letter dated July 30, 2004, Century demanded that Mr. Tow
promptly return the Postpetition and Fraudulent Transfers.  As of
February 17, 2005, none of the Transfers has been returned.

Under Section 550(a), Mr. O'Connor asserts, upon avoidance of the
Transfers, Century is entitled to recover for the benefit of its
estate the Transfers plus prejudgment interest.

Furthermore, pursuant to Section 502(d) of the Bankruptcy Code,
the Court will disallow any claim of Mr. Tow to the extent he is a
transferee or beneficiary of a transfer avoidable under Sections
548 or 549, unless he has paid the amount recoverable to the
Debtor.  Until the time Mr. Tow returns the Transfers, his claims,
whether now or subsequently scheduled, filed or asserted against
Century, must be disallowed in their entirety.

Contrary to the purpose of the Trusts, Mr. Tow engaged in
inequitable conduct causing the Fraudulent Transfers to be made
for his benefit with the knowledge of the imminence or occurrence
of Century's bankruptcy.  Mr. Tow's inequitable conduct resulted
in injury to creditors of ACOM and Century, which agreed to honor
the obligations of Arahova under the Merger Agreement and the
Termination Agreement, and conferred an unfair benefit to him.

Equitable subordination of all claims filed by Mr. Tow against
Century and ACOM, Mr. O'Connor says, is consistent with the
policies and objectives of the Bankruptcy Code.

Accordingly, ACOM, Century and Arahova ask Judge Gerber for a
judgment granting:

    (a) avoidance and recovery of $7,715,142 in Postpetition
        Transfers pursuant to Sections 549 and 550 of the
        Bankruptcy Code;

    (b) avoidance and recovery of $13,611,823 in Fraudulent
        Transfers pursuant to Sections 548 and 550;

    (c) disallowance of any of Mr. Tow's claims until the
        Transfers are returned pursuant to Section 502;

    (d) subordination, pursuant to Section 510(c), of any claims
        Mr. Tow has or will file in Century and ACOM's Chapter 11
        cases; and

    (e) an award of prejudgment interest at the maximum legal
        rate, and costs.

Century/ML Cable Venture filed for Chapter 11 protection on
September 30, 2002 (Bankr. S.D.N.Y. Case No. 02-14838).
Century/ML Cable Venture is a New York joint venture of Century
Communications Corporation, a wholly owned indirect subsidiary of
Adelphia Communications Corporation, and ML Media Partners, LP.
It holds the cable franchise in Leviton, Puerto Rico.

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)


ADELPHIA COMMS: Wants Tows' $1.5B Securities Claim Subordinated
---------------------------------------------------------------
On January 9, 2004, Leonard Tow and his wife, together with the
Leonard and Claire Tow Charitable Trust, the Tow Charitable
Remainder Unitrust #1, Tow Foundation, Inc., and the Claire Tow
Trust, each filed a claim against Adelphia Communications
Corporation and its other 121 affiliated Debtors.

Mr. Tow was Century Communications Corp.'s former Chief Executive
Officer and his wife was Century's former Vice-President and
Director.

In total, there are five ACOM Securities Claims, and 606 Other
Debtor Securities Claims filed by the Tow Claimants.  Each claim
alleges that the Tow Claimants acquired in the aggregate 22% of
ACOM's common stock as a result of the Merger and that, but for
the fraud allegedly committed by the Rigas Family, ACOM and other
unidentified parties, the Tow Claimants would not have voted to
approve the Merger or retained their ACOM equity holdings.

Accordingly, the Tow Claimants assert that each of them is
entitled to damages of $1.5 billion from ACOM and 121 other
Debtors.  The amount asserted by each Securities Claim reflects
the losses allegedly incurred by the Tow Claimants in the
aggregate based on a decline in the value of their aggregate ACOM
equity holdings from $1.5 billion as of the date of the Merger, to
zero today.

Assuming the Tow Claimants allege valid claims, Brian E.
O'Connor, Esq., at Willkie Farr & Gallagher, LLP, in New York,
argues that the Securities Claims can only be asserted against
ACOM because ACOM is the only Debtor that issued securities to any
of the Tow Claimants in connection with the merger.  "Each of the
(606) Other Debtor Securities Claims . . . is improperly filed
against the wrong debtor entity and, therefore, is an invalid
claim."

Because the Bar Date Order specifies that a claim asserted against
the wrong Debtor discharges that Debtor's liability with respect
to the claim, the ACOM Debtors ask the U.S. Bankruptcy Court for
the Southern District of New York to disallow and expunge the
Other Debtor Securities Claims.

With respect to the ACOM Securities Claims, Mr. O'Connor tells the
Court that the only claimants with standing to assert the
securities fraud claims are the Tows, the Claire Tow Trust and Tow
Foundation, Inc.  As a result of the Merger, only the Tows, the
Claire Tow Trust and Tow Foundation, Inc., acquired shares of the
ACOM stock and, therefore, are "purchasers" of securities within
the meaning of federal securities laws.  The Leonard and Claire
Tow Charitable Trust, the Tow Charitable Remainder Unitrust #1,
and certain other trusts, are not "purchasers" of a security, but
are just subsequent transferees of the securities.

Thus, the ACOM Debtors assert that the ACOM Securities Claims
filed by claimants other than the Tows, the Claire Tow Trust and
Tow Foundation, Inc., fail to state a claim for securities and
fraud.  Inasmuch as each of the ACOM Securities Claims filed by
the Tows, the Claire Tow Trust and Tow Foundation, Inc., asserts
$1.5 billion, two of the claims are duplicative and must also be
disallowed and expunged, Mr. O'Connor adds.

Moreover, the ACOM Securities Claims filed by the Tows, the Claire
Tow Trust and Tow Foundation, Inc. -- Claim Nos. 14322, 9212 and
14802 -- constitute claims that arose from the purchase or sale of
an equity security, which pursuant to Section 510(b) are subject
to mandatory subordination.

For either failure to state a claim upon which relief can be
granted or being duplicative, the ACOM Debtors ask Judge Gerber to
disallow and expunge these three ACOM Securities Claims:

    Claimant                        Claim No.      Claim Amount
    --------                        ---------     --------------
    Leonard & Claire Tow
       Charitable Trust                9193       $1,500,000,000

    The Claire Tow Trust               9212        1,500,000,000

    The Tow Foundation, Inc.          14802        1,500,000,000

    Tow charitable Remainder
       Unitrust # 1                    8418        1,500,000,000

Pursuant to Section 510(b), the ACOM Debtors also ask the Court to
subordinate Claim No. 14322 filed by the Tows for
$1,500,000,000.

Century/ML Cable Venture filed for Chapter 11 protection on
September 30, 2002 (Bankr. S.D.N.Y. Case No. 02-14838).
Century/ML Cable Venture is a New York joint venture of Century
Communications Corporation, a wholly owned indirect subsidiary of
Adelphia Communications Corporation, and ML Media Partners, LP.
It holds the cable franchise in Leviton, Puerto Rico.

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 CANADA: Holding Fourth Quarter Conference Today
---------------------------------------------------
ACE Aviation Holdings, parent company of Air Canada, will hold a
conference call for analysts today, March 9, to present fourth
quarter results.

Immediately following a presentation by ACE Chairman, President
and CEO, Robert Milton, company executives will be available for
analysts' questions.  Media may access this call on a listen-in
basis.  Details are:

    Analyst Conference Call / Audio Webcast

    Date:             Wednesday, March 9, 2005

    Time:             8:30 a.m. ET

    By telephone:     1-866-546-6145 toll free or (416) 406-4206
                      for the Toronto area.  Please allow 10
                      minutes to be connected to the conference
                      call.

    Webcast:          http://events.startcast.com/events/20/B0007

    Note:             This is a listen-only audio webcast. Media
                      Player or Real Player is required to listen
                      to the broadcast; please download well in
                      advance of call.

    Replay:           Instant replay will be available beginning
                      approximately one hour after the call at
                      1-800-408-3053 toll free or (416) 695-5800
                      and enter passcode 3145511(pound key), until
                      midnight ET Wednesday March 16, 2005.

    Note:             A slide presentation will be available at
                      approx. 7:00 a.m. Wednesday March 9 for
                      viewing at:

     http://www.aircanada.com/en/about/investor/index.html

                      This presentation is not intended for
                      simultaneous viewing with the conference
                      call.

                      Fourth quarter results will be released
                      today prior to the conference call.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.

As of September 30, 2004, Air Canada's shareholders' deficit
narrowed to $611 million, compared to a $4.155 billion deficit at
December 31, 2004.


ALLIANCE IMAGING: Equity Deficit Narrows to $67.5 Mil. at Dec. 31
-----------------------------------------------------------------
Alliance Imaging Inc. (NYSE:AIQ), disclosed its results for the
fourth quarter and year ended Dec. 31, 2004.

Revenue for the fourth quarter increased 5.5% to $107.2 million
from $101.6 million in the comparable 2003 quarter.  Revenue for
2004 increased 4.0% to $432.1 million from $415.3 million in 2003.

Alliance's earnings before interest, other income and expense,
net, taxes, depreciation, and amortization, adjusted for
employment agreement costs, severance and related costs, non-cash
stock-based compensation, loss on early retirement of debt, and
non-cash asset impairment charges, was $40.1 million in the
quarter, compared to $40.9 million in the prior year period.
Adjusted EBITDA for the full year was $168.3 million, compared to
$170.3 million in the 2003 full year.

Paul S. Viviano, chairman of the board and chief executive
officer, stated: "Alliance is pleased with the progress the
company made in 2004.  Alliance continued to focus its efforts on
three important initiatives to address challenging market dynamics
and position Alliance Imaging for growth.  The company has made
significant progress in stabilizing our core mobile MRI business,
growing the PET and PET/CT business, and building new fixed-sites.
Alliance opened 12 fixed-sites in 2004 and plans to open an
additional 12 to 15 fixed-sites in 2005.  The company remains
particularly focused on these three core initiatives in 2005 and
Alliance believes that our strategy of providing high-quality,
turn-key imaging solutions to hospitals and health systems well-
positions Alliance Imaging for further success in the future."

In connection with the successful completion of the company's
senior subordinated note and amended bank term loan facility debt
refinancing in December 2004, Alliance recorded a loss on early
retirement of debt totaling $44.4 million net of related tax
effects.

Net loss per share, in accordance with generally accepted
accounting principles for the 2004 fourth quarter.  Net loss per
share for the 2004 full year.

The company recorded an income tax benefit of $14.0 million in the
fourth quarter of 2004, compared to an income tax expense of
$0.7 million in the fourth quarter of 2003.  The income tax
benefit in the fourth quarter of 2004 primarily resulted from the
benefit associated with the successful completion of its senior
subordinated note tender offer and amended bank term loan facility
in December 2004.  The income tax benefit for the 2004 full year
was $6.8 million compared to an income tax benefit of $1.7 million
in the prior year.

At Dec. 31, 2004, and 2003, the company's net debt (long-term
debt, including current maturities, less cash and cash
equivalents) to last 12 months Adjusted EBITDA was 3.3 times.
Cash flow provided by operating activities was $120.9 million for
the full year of 2004, compared to $129.0 million for the 2003
full year.

Alliance generated $48.5 million of free cash flow in 2004,
excluding borrowings totaling $43.1 million to fund tender premium
and consent payments associated with the early retirement of the
company's 10-3/8% senior subordinated notes, underwriting fees
paid in connection with the issuance of Alliance's 7-1/4% senior
subordinated notes, and underwriting fees and commitment fees paid
in connection with the company's amended term loan facility and
revolving line of credit.

Capital expenditures in the 2004 fourth quarter were
$16.7 million, compared to $20.6 million in the fourth quarter of
2003.  Capital expenditures totaled $85.7 million for the 2004
full year compared to $90.2 million in 2003.

Alliance Imaging is a leading national provider of diagnostic
imaging services.  Alliance provides imaging services primarily to
hospitals and other healthcare providers on a shared and full-time
service basis, in addition to operating a growing number of
fixed-site imaging centers.  The company had 478 diagnostic
imaging systems, including 362 MRI systems and 54 PET or PET/CT
systems, and over 1,000 clients in 43 states at Dec. 31, 2004.

At Dec. 31, 2004, Alliance Imaging's balance sheet showed a
$67,528,000 stockholders' deficit, compared to a $70,798,000
deficit at Dec. 31, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Standard & Poor's Ratings Services assigned a 'B+' debt rating and
'3' recovery rating to Alliance Imaging Inc.'s $410 million term
loan C due 2011. The debt rating is the same as the company's
'B+' corporate credit rating; this, and the '3' recovery rating
indicate that investors should expect meaningful recovery of
principal (50%-80%) in the event of a bankruptcy.


APPLIED EXTRUSION: Emerges from Bankruptcy with Reduced Debt
------------------------------------------------------------
Applied Extrusion Technologies, Inc.'s prepackaged plan of
reorganization became effective yesterday, March 8, 2005, and the
Company has emerged from chapter 11.  As previously announced, the
U.S. Bankruptcy Court for the District of Delaware confirmed the
Company's plan of reorganization on January 24, 2005.  Through its
plan of reorganization, the Company has reduced its debt by
approximately $225 million.  The Company closed its $125 million
exit financing with GE Commercial Finance.

Upon the Company's emergence from chapter 11, Amin J. Khoury has
retired as the Company's Chairman of the Board of Directors and
CEO.  Mr. Khoury commented: "I am pleased that we have been able
to complete AET's recapitalization plan.  AET now has a
sustainable capital structure.  I wish the Company every success
in the future."

With the effectiveness of the plan of reorganization, the
Company's common stock that traded under the symbol "AETC" has
been cancelled, and the holders of common stock will receive
$0.156 per share of common stock.  The reorganized Company is a
non-reporting company under the U.S. securities laws and its new
common stock will not be publicly traded.

Headquartered in New Castle, Delaware, Applied Extrusion
Technologies, Inc. -- http://www.aetfilms.com/--develops &
manufactures specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
application.  The Company and its debtor-affiliate filed for
chapter 11 protection on Dec. 1, 2004 (Bankr. D. Del. Case No.
04-13388).  Edward J. Kosmowski, Esq., and Pauline K. Morgan,
Esq., at Young Conaway Stargatt & Taylor, and Sheldon K. Rennie,
Esq., at Fox Rothschild O'Brien & Frankel LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $407,912,000 in
total assets and $414,957,000 in total debts.


ASSET BACKED: Fitch Holds Low-B Ratings on Two Home Equity Issues
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of these Asset Backed
Securities Corp. home equity issues:

   Series 1999-LB1 group 1:

       -- Class A-1F at 'AAA';
       -- Class A-2F at 'AAA';
       -- Class B-1F at 'BB+'.

   Series 1999-LB1 group 2:

       -- Class A-3A at 'AAA';
       -- Class A-4A at 'AAA';
       -- Class A-5A at 'AAA';
       -- Class B-1A at 'BB'.

   Series 2001-HE3

       -- Class A-1 at 'AAA';
       -- Class M-1 at 'AAA';
       -- Class M-2 at 'AA';
       -- Class B at 'BBB+'.

All of the mortgage loans in the aforementioned transactions
consist of fixed-rate and adjustable-rate mortgages extended to
subprime borrowers and are secured by first and second liens,
primarily on one- to four-family and multifamily properties.

With regard to 1999-LB1 group 1 and group 2, the affirmations on
the class A certificates reflect the current financial strength
and 'AAA' rating of MBIA as the certificate insurer, and affect
$53,871,938 of outstanding certificates.  All other affirmations
reflect credit enhancement and deal performance in line with
expectations and affect $164,192,787 of outstanding certificates.

As of the February 2005 distribution date, the current pool factor
for series 1999-LB1 group 1 was 15%.  Class B-1F is currently
benefiting from 5.62% credit enhancement (originally 3.00%).

The pool factor for 1999-LB1 group 2 was 5.90%. Class B-1A
benefits from 3.70% credit enhancement (originally 2.00%).

The pool factor for series 2001-HE3 was 16.30%:

       * class A-1 is currently benefiting from 37.21% credit
         enhancement (originally 8.75%),

       * class M-1 currently benefits from 12.23% credit
         enhancement (originally 5.50%),

       * class M-2 currently benefits from 7.07% credit
         enhancement (originally 3.00%), and

       * class B is benefiting from 3.84% credit enhancement
         (originally 0.50%).

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


ASSOCIATED MATERIALS: Incurs $38.4M Net Loss for Fourth Quarter
---------------------------------------------------------------
Associated Materials Incorporated disclosed fourth quarter 2004
net sales of $273.6 million, a 3.4% increase over $264.7 million
for the same period in 2003.  For the 2004 fiscal year ended
January 1, 2005, net sales were $1.094 billion or 40.3% higher
than $779.8 million for the 2003 fiscal year ended Jan. 3, 2004.
The results of operations include the Company's subsidiary, Gentek
Holdings, Inc., which was acquired by AMI on August 29, 2003.
Gentek contributed net sales of $327.9 million and $103.4 million
for the years ended January 1, 2005, and January 3, 2004,
respectively, subsequent to the date of the acquisition.

The Company incurred a net loss of $38.4 million during the fourth
quarter of 2004 compared to net income of $9.6 million for the
same period in 2003.  For the year ended January 1, 2005, the
Company recorded a net loss of $10.9 million.  This compares to
net income of $24.5 million for the same period in 2003.  Gentek
contributed $14.1 million of net income for the year ended
January 1, 2005 compared to $3.1 million of net income for the
year ended January 3, 2004.

EBITDA for the fourth quarter of 2004 was a loss of $42.5 million.
This compared to EBITDA of $30.4 million for the same period in
2003.  Adjusted EBITDA for the fourth quarter of 2004 was
$31.3 million compared to adjusted EBITDA of $30.1 million for the
same period in 2003.  Adjusted EBITDA for the quarter ended
January 1, 2005 excludes expenses incurred related to the
Dec. 2004 recapitalization transaction with certain affiliates of
Investcorp S.A., $4.5 million of one-time costs associated with
the closure of the Company's Freeport, Texas manufacturing
facility, and foreign currency gains of $0.2 million.  Costs
related to the December 2004 transaction include $30.8 million of
stock option compensation expense resulting from the exercise and
redemption of certain stock options, $22.3 million of bonuses paid
to certain members of Company management and a director in
recognition of the successful completion of the transaction as
well as the strong operating performance of the Company during
2004, and $16.3 million of investment banking, legal and other
related expenses.  Adjusted EBITDA for the fourth quarter of 2003
excludes a foreign currency gain of $0.3 million.

EBITDA was $36.5 million for the year ended January 1, 2005,
compared to EBITDA of $85.4 million for the year ended
Jan. 3, 2004.  Adjusted EBITDA for the year ended January 1, 2005,
was $125.4 million compared to adjusted EBITDA of $86.3 million
for the same period in 2003. Gentek contributed $29.6 million and
$9.7 million of adjusted EBITDA for the years ended Jan. 1, 2005,
and January 3, 2004, respectively.  Adjusted EBITDA for the year
ended January 1, 2005 excludes transaction related costs, one-time
facility closure costs of $4.5 million, and foreign currency
losses of $0.4 million.  Transaction costs for the year ended
January 1, 2005 include expenses related to the December 2004
transaction and a $14.5 million management and director bonus paid
in conjunction with the March 2004 dividend recapitalization,
which included an offering by AMH Holdings, Inc., of senior
discount notes, redemption of preferred stock and a dividend to
common shareholders.  Adjusted EBITDA for the year ended
January 3, 2004 excludes a cost of sales expense of $1.4 million
relating to an inventory fair value adjustment recorded at the
time of the acquisition of Gentek and foreign currency gains of
$0.5 million.

Mike Caporale, Chairman, President, and Chief Executive Officer of
AMI, commented, "I am pleased with our fourth quarter results.
Despite continued significant inflation in our key raw materials,
we were able to increase both sales and adjusted EBITDA year over
year for the quarter.  With full year 2004 sales of almost
$1.1 billion and adjusted EBITDA of over $125 million, Associated
Materials continued its trend from the past several years of
record results."

Mr. Caporale continued, "With the completion of the December
transaction with Investcorp, we are pleased to have an additional
strategic partner.  Investcorp is a highly respected private
equity investment firm with significant experience in the building
product industry and related sectors. We welcome their strategic
support as we continue to pursue our growth strategies.  We are
proud of the tremendous progress we have made from an operational
and financial standpoint over the last four years since the
current leadership team joined AMI, and we are fortunate to have
strong partners in both Harvest Partners and Investcorp."

                     Results of Operations

Net sales increased 3.4% during the fourth quarter of 2004
compared to the same period in 2003, driven primarily by increased
vinyl window and third party manufactured product sales.  The
sales increase is net of the impact of four fewer business days in
the fourth quarter of 2004 as compared to the fourth quarter of
2003 as a result of a 53-week year in 2003.  Gross profit in the
fourth quarter of 2004 was $68.3 million, or 24.9% of net sales,
compared to gross profit of $69.1 million, or 26.1% of net sales,
in the fourth quarter of 2003.  The decrease in gross profit
margin percentage is primarily due to significantly increased
costs of the Company's key raw materials -- vinyl resin, aluminum
and steel, which were partially offset by the impact of price
increases.  Selling, general and administrative expense decreased
to $42.4 million, or 15.5% of net sales, for the fourth quarter of
2004 versus $46.3 million, or 17.5% of net sales, for the same
period in 2003.  The decrease in selling, general and
administrative expense was a result of the fourth quarter of 2003
including amortization of $1.1 million related to backlog
intangible assets, which were acquired as part of the acquisition
of Gentek, as well as a decrease in expenses resulting from the
elimination of certain duplicative Gentek corporate functions
subsequent to the August 2003 acquisition.  During the fourth
quarter of 2004, the Company incurred transaction costs related to
the December 2004 transaction for management and director bonuses
and stock options of $53.2 million and facility closure costs of
$4.5 million, resulting in a loss from operations of $31.8 million
in the fourth quarter of 2004 compared to $22.8 million for the
same period in 2003.

Net sales increased 40.3% for the year ended January 1, 2005
compared to the same period in 2003, primarily driven by increased
vinyl window, vinyl siding and third party manufactured product
sales along with a full year of net sales from Gentek.  Gross
profit increased to $289.0 million, or 26.4% of net sales, for the
year ended January 1, 2005 compared to $218.3 million, or 28.0% of
net sales, for the same period in 2003.  The decrease in gross
profit margin percentage was primarily a result of the full year
impact of results contributed by Gentek as Gentek's gross margin
percentage is typically lower than Alside's as a larger proportion
of Gentek's net sales are to independent distributors versus
contractors through company-owned distribution centers.
Additionally, the decrease in gross margin percentage resulted
from the impact of significantly increased costs of vinyl resin,
aluminum and steel, which were partially offset by the impact of
price increases.  Selling, general and administrative expense
increased to $184.5 million, or 16.9% of net sales, for the year
ended January 1, 2005, compared to $149.6 million, or 19.2% of net
sales, for the same period in 2003.  The increase in selling,
general and administrative expense is primarily a result of the
full year impact of the acquisition of Gentek, as well as the
impact of adding three new Alside and one new Gentek supply
centers in 2004 along with three new supply centers added in 2003,
which had a full year of expense in 2004.  During 2004, the
Company incurred costs related to the March 2004 transaction and
the December 2004 transaction totaling $67.6 million, consisting
of management and director bonuses and stock option compensation
expense.  In addition, the Company recognized facility closure
costs of $4.5 million related to the closing of its Freeport,
Texas manufacturing facility.  As a result, income from operations
was $32.3 million for the year ended January 1, 2005, compared to
$68.7 million for the same period in 2003.

The attached consolidating financial information for the quarter
and year ended January 1, 2005 includes AMI and the Company's
indirect parent company, AMH, which conducts all of its operating
activities through AMI. Including AMH's interest expense, which
primarily consists of the accretion on AMH's 11.25% senior
discount notes, AMH's consolidated net loss was $43.3 million and
$27.2 million for the quarter and year ended January 1, 2005,
respectively.

Founded in 1982, Investcorp is a global investment group with
offices in New York, London and Bahrain. The firm has four lines
of business: corporate investment, real estate investment, asset
management and technology investment. It has completed
transactions with a total acquisition value of more than $25
billion. The firm now manages total investments in alternative
assets of approximately $8.6 billion. For more information on
Investcorp please visit its website at http://www.investcorp.com/

Founded in 1981, Harvest Partners has approximately $1 billion of
invested and committed capital, and is focused on management
buyouts and growth financings of profitable, middle-market
specialty services, manufacturing and value-added distribution
businesses, with a particular emphasis on multinational
transactions. Harvest has significant capital available through
its managed funds, which include numerous U.S. and European
industrial corporations and financial institutions. For more
information on Harvest Partners please visit its website at
http://www.harvpart.com.

Headquartered in Akron, Ohio, Associated Materials Incorporated --
http://www.associatedmaterials.com/-- manufactures exterior
residential building products, which are distributed through
company-owned distribution centers and independent distributors
across North America.  AMI produces a broad range of vinyl
windows, vinyl siding, aluminum trim coil, aluminum and steel
siding and accessories, as well as vinyl fencing, decking and
railing.  AMI is a privately held, wholly-owned subsidiary of
Associated Materials Holdings Inc., a wholly-owned subsidiary of
AMH, a wholly-owned subsidiary of AMH II, which is controlled by
affiliates of Harvest Partners, Inc. and Investcorp S.A.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2004,
Moody's has downgraded and assigned these ratings at Associated
Materials Incorporated:

   * $80 million secured revolver (upsized by $10 million) due
     2009, assigned at B2;

   * $175 million secured term loan B (upsized by $42 million) due
     2010, assigned at B2;

   * $165 million senior subordinated notes due 2012, downgraded
     to Caa1 from B3.

Moody's has withdrawn these ratings at Associated Materials
Incorporated:

   * Senior Implied rated B1;
   * Issuer rating rated B2.

Moody's has downgraded and assigned these ratings at AMH Holdings,
Inc:

   * $446 million ($283 million estimated accreted value at year
     end 2004) senior discount notes due 2014 downgraded to Caa2
     from Caa1;

   * Senior Implied assigned at B2;

   * Issuer rating assigned at Caa2.

As reported in the Troubled Company Reporter on Dec. 10, 2004,
Standard & Poor's Ratings Services revised its outlook on exterior
building products manufacturer Associated Materials, Inc., to
negative from stable, and affirmed its ratings.  At the same time,
Standard & Poor's assigned its 'B+' bank loan rating to a
$42 million add-on to the company's existing $133 million term
loan B.


ASSOCIATED MATERIALS: Increases Senior Credit Facility by $42MM
---------------------------------------------------------------
AMH Holdings completed a recapitalization transaction on
December 22, 2004, in which the then outstanding capital stock of
AMH was reclassified as a combination of voting and non-voting
shares of Class B common stock and shares of voting convertible
preferred stock.

Associated Materials Incorporated, a privately held, wholly owned
subsidiary of Associated Materials Holdings, Inc., made the
disclosure.  Associated Materials Holdings is a wholly owned
subsidiary of AMH Holdings.

All of the shares of the convertible preferred stock were
immediately sold to affiliates of Investcorp for an aggregate
purchase price of $150 million, with the result that the
Investcorp affiliates acquired a 50% equity interest in AMH and
the former shareholders, led by Harvest Partners, Inc., retained
shares of Class B common stock representing a 50% equity interest
in AMH.  Immediately following these transactions, on Dec. 22,
2004, the shareholders of AMH contributed their shares of the
capital stock of AMH to AMH Holdings II, Inc., a Delaware
corporation newly formed for the purpose of becoming the direct
parent company of AMH, in exchange for shares of the capital stock
of AMH II mirroring (in terms of type and class, voting rights,
preferences and other rights) the shares of AMH capital stock
contributed by such shareholders.

In connection with these transactions, on December 22, 2004,
Associated Materials Incorporated increased its senior credit
facility by $42 million and AMH II issued $75 million of senior
notes.  AMH II then declared and paid a dividend on shares of its
Class B common stock in an aggregate amount of approximately
$96.4 million, less option exercise proceeds of $3.4 million, of
which approximately $59.3 million was paid in cash and
approximately $33.7 million was paid in the form of promissory
notes issued by AMH II to each of its Class B common shareholders.
AMH II repaid these promissory notes in January of 2005 after
receiving dividends declared and paid by AMI and its intermediate
holding companies in January of 2005 in an aggregate amount
sufficient to repay such promissory notes.

Also on December 22, 2004, in connection with such transactions,
AMI paid bonuses in the aggregate amount of approximately
$22.3 million to certain members of the Company's management and a
director.  Approximately $14.3 million of the bonus was paid on
December 22, 2004, with promissory notes issued by AMI for the
remaining $8.0 million, which were subsequently settled in cash
during the first quarter of 2005.  In connection with the
December 2004 transaction, there was also $16.3 million of fees
expensed related to investment banking and legal expenses, of
which $15.0 million was paid in December 2004.  The Company also
incurred $12.8 million of financing related fees, of which
$9.9 million and $2.9 million have been capitalized as deferred
financing costs on AMI and AMH II, respectively.

The AMH II senior notes, which had accreted to $75.1 million by
January 1, 2005, are not guaranteed by either AMI or AMH.  The
senior notes accrue interest at 13.625%, of which 10% will be paid
in cash and 3.625% will accrue to the senior note.  As AMH II is a
holding company with no operations, it must receive distributions,
payments or loans from its subsidiaries to satisfy its obligations
on its debt.  Total AMH II long-term debt, including that of its
consolidated subsidiaries, was $697.9 million as of January 1,
2005.

Associated Materials Incorporated is a leading manufacturer of
exterior residential building products, which are distributed
through company-owned distribution centers and independent
distributors across North America. AMI produces a broad range of
vinyl windows, vinyl siding, aluminum trim coil, aluminum and
steel siding and accessories, as well as vinyl fencing, decking
and railing. AMI is a privately held, wholly owned subsidiary of
Associated Materials Holdings Inc., a wholly owned subsidiary of
AMH, a wholly owned subsidiary of AMH II, which is controlled by
affiliates of Harvest Partners, Inc. and Investcorp S.A. For more
information, please visit the company's Web site at
http://www.associatedmaterials.com/

Founded in 1982, Investcorp is a global investment group with
offices in New York, London and Bahrain. The firm has four lines
of business: corporate investment, real estate investment, asset
management and technology investment. It has completed
transactions with a total acquisition value of more than $25
billion. The firm now manages total investments in alternative
assets of approximately $8.6 billion. For more information on
Investcorp please visit its Web site at http://www.investcorp.com/

Founded in 1981, Harvest Partners has approximately $1 billion of
invested and committed capital, and is focused on management
buyouts and growth financings of profitable, middle-market
specialty services, manufacturing and value-added distribution
businesses, with a particular emphasis on multinational
transactions. Harvest has significant capital available through
its managed funds, which include numerous U.S. and European
industrial corporations and financial institutions. For more
information on Harvest Partners please visit its Web site at
http://www.harvpart.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2004,
Moody's has downgraded and assigned these ratings at Associated
Materials Incorporated:

   * $80 million secured revolver (upsized by $10 million) due
     2009, assigned at B2;

   * $175 million secured term loan B (upsized by $42 million) due
     2010, assigned at B2;

   * $165 million senior subordinated notes due 2012, downgraded
     to Caa1 from B3.

Moody's has withdrawn these ratings at Associated Materials
Incorporated:

   * Senior Implied rated B1;
   * Issuer rating rated B2.

Moody's has downgraded and assigned these ratings at AMH Holdings,
Inc:

   * $446 million ($283 million estimated accreted value at year
     end 2004) senior discount notes due 2014 downgraded to Caa2
     from Caa1;

   * Senior Implied assigned at B2;

   * Issuer rating assigned at Caa2.

As reported in the Troubled Company Reporter on Dec. 10, 2004,
Standard & Poor's Ratings Services revised its outlook on exterior
building products manufacturer Associated Materials, Inc., to
negative from stable, and affirmed its ratings.  At the same time,
Standard & Poor's assigned its 'B+' bank loan rating to a
$42 million add-on to the company's existing $133 million term
loan B.


ATA AIRLINES: Balks at Bank's Request for Adequate Protection
-------------------------------------------------------------
Pursuant to Sections 361 and 363(e) of the Bankruptcy Code, Fleet
National Bank, as successor-in-interest to Summit Bank, seeks
adequate protection of its interests in certain aircraft mortgaged
by American Trans Air, Inc., to Summit Bank under various
operative agreements:

   Agreement             Aircraft Description
   ---------             --------------------
   September 22, 2000    Lockheed L1011-385-3: Serial 1229, Reg.
   Loan Agreement        N162AT

   February 17, 2000     Lockheed L1011-385-3: Serial 1229, Reg.
   Loan Agreement        N163AT

According to David H. Kleiman, Esq., at Dann Pecar Newman &
Kleiman, PC, in Indianapolis, Indiana, the Debtors continue to use
the Aircraft without making any payments to Fleet National Bank.
The Aircraft are rapidly declining in value every hour in which
the Aircraft remain in use by the Debtors, and Fleet National Bank
has not been protected from the significant continued diminution
in the value of its collateral.

Mr. Kleiman relates that the cost of a "Dcheck" maintenance event
is approximately $1.5 million for each Aircraft and the cost of
engine overhauls are approximately $4.5 million for each
Aircraft.  Based on Fleet National Bank's calculations, the
maintenance burn off alone is $125,000 per month for each
Aircraft, not even considering the debt service due and owing to
Fleet National Bank, which is an additional $146,000 per month and
interest only is $71,000 per month.  Yet, the Debtors have no
equity in the Aircraft, which are all worth substantially less
than the Debtors' indebtedness to Fleet National Bank.
Furthermore, Fleet National Bank has little protection in the
event that certain of the Aircraft's parts are removed, replaced
or swapped to other aircraft not subject to Fleet National Bank's
security interests.

Fleet National Bank asks the U.S. Bankruptcy Court for the
Southern District of Indiana to direct the Debtors to:

   (a) make immediate and periodic cash payments to Fleet
       National Bank for the postpetition depreciation in the
       value of its Aircraft from the Petition Date and
       continuing for as long as the Aircraft remain in the
       Debtors' possession and control in the amount not less
       than $125,000 per month, with Fleet National Bank being
       granted an administrative expense claim under Section
       507(b) of the Bankruptcy Code for the postpetition
       depreciation in value;

   (b) comply with all terms and conditions of the Operative
       Agreements relating to the use, maintenance, insurance and
       operations of the Aircraft.

                            Objections

(A) Debtors

Jeffrey J. Graham, Esq., at Sommer Barnard Attorneys, PC, in
Indianapolis, Indiana, attests that given the age of the
Aircraft, the general depression of the airline industry, the high
cost of fuel, and the remaining life of the Aircraft, the fair
market values of the Aircraft have bottomed out.  Accordingly, the
fair market value of the Aircraft will not change significantly
from their February 8, 2005 value in the near future.

Because Fleet National Bank is suffering no decline in the value
of its interest in the Aircraft, Mr. Graham insists that Fleet
National Bank is not entitled to adequate protection and its
request should be denied.

Nevertheless, Mr. Graham relates that the Debtors have offered
Fleet National Bank $10,000 as monthly adequate protection payment
per aircraft.  Furthermore, the Debtors are continuing to insure
the Aircraft and perform maintenance as required under state and
federal law.  This offer would more than adequately protect Fleet
National Bank's interest in the Aircraft and should constitute
sufficient adequate protection in the unlikely event that the
Court finds the payments are warranted.

(B) Creditors Committee

The Official Committee of Unsecured Creditors agrees with the
Debtors' argument that Fleet National Bank's request for adequate
protection should be denied.

Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
in New York, argues that adequate protection may only be awarded
from the date that a party seeks relief.  Thus, Fleet National
Bank is only entitled to adequate protection to the extent that
the Aircraft have declined in value after the date on which Fleet
National Bank filed its request.

However, Ms. Beckerman asserts that Fleet National Bank's
depreciation arguments are flawed.  The Aircraft are old planes
that are nearing the end of their useful economic lives.  There is
not much value left in the Aircraft to decline and the Debtors
intend to retire the Aircraft by November 2005, prior to the next
required, and prohibitively expensive, "Dcheck."  Based on the
analysis performed by the Debtors as well as by Compass Advisers
LLP, the Aircraft are valued at approximately $500,000 per plane.
This value has not changed during the past year, as the Aircraft
are at the bottom rung of their value.

Fleet National Bank also fails to take into account the fact that
the bulk of any depreciation occurs over the course of several
years.  Any accrued maintenance that is attributable to the use of
the Aircraft after the filing of Fleet National Bank's request is,
therefore, negligible.  Because the Aircraft are being retired,
there will be no "Dcheck," and the expense of a "Dcheck" cannot be
taken into account when determining whether the Aircraft have
declined in value since the filing of the 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)


AVALON MEDIA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Avalon Media Group Inc.
        dba AMG Inc.
        520 West 2d Street
        Muscle Shoals, Alabama 35661

Bankruptcy Case No.: 05-81073

Type of Business: The Debtor sells and delivers cable
                  television advertisements.

Chapter 11 Petition Date: March 3, 2005

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Kevin D. Heard, Esq.
                  Heard & Heard P.C.
                  307 Clinton Avenue West, Suite 200
                  Huntsville, AL 35801
                  Tel: 256-535-0817

Total Assets: $534,078

Total Debts:  $2,054,260

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Thomas Looney                 Contingent claim          $309,917
PO Box 1250
Crossville, TN 38555

HP Financial Service          Contingent claim          $229,890
PO Box 402582
Atlanta, GA 303842852

Knology, Inc.                 Vendor                    $183,380
Attn: Taylor Nipper
11675 Rainwater Drive
Alpharetta, GA 30004

Citicorp Vendor Finance       Contingent claim           $98,990

Adelphia Media Services       Vendor                     $96,941

SUSCOM                        Vendor                     $72,511

Charter Communications        Vendor                     $58,646

Sterling National Bank        Contingent claim           $42,958

SBC Capital                   Contingent claim           $42,191

Mike Stone                    Loan                       $40,373

Delage Landan                 Contingent claim           $39,364

Commercial Financial Group    Contingent claim           $39,124

Centennial Bank               Contingent claim           $38,213

US Bancorp                    Contingent claim           $36,887

Bright House Networks         Vendor                     $36,411

GEColonial                    Contingent claim           $33,499

Key Equipment Finance         Contingent claim           $26,482

Axis Capital                  Contingent claim           $25,042

Santa Barbara Bank & Trust    Contingent claim           $24,824

Enterprise Funding Group      Contingent claim           $24,233


CAPITAL ONE: Plan to Buy Hibernia Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed on review for possible upgrade
the long-term ratings of Capital One Financial Corporation and its
subsidiaries (deposits at Baa1, parent company senior unsecured at
Baa3).  The rating action follows Capital One's announcement that
it has agreed to acquire Hibernia Corporation, parent of Hibernia
National Bank.

Moody's confirmed the A3 long-term deposit rating and C bank
financial strength rating of Hibernia National Bank and placed the
long-term issuer and debt ratings of Hibernia National Bank
(issuer at A3) and Hibernia Corporation (subordinated at Baa2) and
the Prime-1 short-term rating of Hibernia National Bank on review
for possible downgrade.

Moody's said the review of Capital One's ratings reflects the
potential benefits to Capital One's credit profile from the
proposed transaction.  Hibernia has a solid regional retail
banking franchise with a strong core deposit base and good
profitability.  The acquisition of Hibernia would add to Capital
One's growing earnings diversification and reduce its reliance on
earnings from credit cards.

In addition, on a consolidated basis the acquisition would reduce
Capital One's reliance on securitization for funding.  An increase
in funding diversification and a reduction in the structural
subordination of unsecured creditors would also be a positive
credit factor, the rating agency noted, although the near-term
funding benefits for Capital One Bank would be limited.

The review will also consider the integration risk of merging two
companies with substantially different cultures. To reduce this
risk, Capital One has indicated that it intends to keep Hibernia
Bank as a separate subsidiary of Capital One Financial, and will
retain the bank's management.  Capital One has a successful track
record of acquiring other companies as a means of entering new
businesses, Moody's said.

In these acquisitions the company has always approached
integration and expansion of the new business line cautiously.
Moody's believes this transaction will follow that model. While
the sizable cash component in the acquisition price will lower
Capital One's capital ratios, Capital One's strong internal
capital generation should help the company re-build its capital
ratios quickly, as reflected in the substantial improvement in
those ratios over the past two years.

Moody's said it does not believe the acquisition would weaken the
intrinsic financial strength of Hibernia National Bank.  This is
reflected in the confirmation of Hibernia National Bank's A3 long-
term deposit and C bank financial strength ratings.  However,
Hibernia currently has no securitization funding.  The review of
Hibernia's debt ratings will focus on the potential negative
impact of structural subordination from Capital One's
securitizations on Hibernia Corporation's outstanding subordinated
debt, which would be assumed by Capital One Financial following
the proposed merger of the two holding companies, as well as on
Hibernia National Bank's issuer and other senior obligations
ratings.

The impact on Hibernia National Bank would be indirect, as a
result of the FDIC's cross-guaranty provisions.  In addition,
Hibernia National Bank's Prime-1 short-term deposit rating
reflects a very low and observable credit transition risk.  Under
Moody's rating methodology A3-rated banks with higher credit
transition risk receive a Prime-2 short-term deposit rating.  The
review of Hibernia's Prime-1 short-term deposit rating will focus
on the risk that, as an affiliate of Capital One, Hibernia's
credit transition risk could increase following the acquisition.

Ratings on review for upgrade include:

  -- Capital One Financial Corporation --

     * senior debt at Baa3

  -- Capital One Bank --

     * deposits at Baa1

     * senior debt at Baa2

     * issuer rating at Baa2

     * long-term other senior obligations at Baa2

     * subordinated debt at Baa3

     * bank financial strength at C-

  -- Capital One FSB --

     * deposits at Baa1

     * issuer rating at Baa2

     * long-term other senior obligations at Baa2

     * bank financial strength at C-

  -- Capital One Capital I --

     * preferred stock at Ba1

The ratings on review for downgrade include:

  -- Hibernia Corporation

     * issuer rating at Baa1

     * subordinated debt at Baa2

  -- Hibernia National Bank

     * short-term deposits and other senior obligations at Prime-1

     * issuer rating at A3

     * long-term other senior obligations at A3

The ratings confirmed are:

  -- Hibernia National Bank --

     * deposits at A3

     * bank financial strength at C

  -- Capital One Bank and Capital One FSB --

     * short-term deposits and other senior obligations at Prime-2

Capital One Financial Corporation, headquartered in McLean,
Virginia, is the fifth largest U.S. credit card issuer and
reported $94.8 billion in managed assets (including securitized
receivables) at December 31, 2004.  Hibernia Corporation, a
financial holding company headquartered in New Orleans, Louisiana
with retail banking operations in Louisiana and Texas, reported
$22.3 billion in assets at December 31, 2004.


CENTERPOINT ENERGY: Closes 3 Credit Facilities Totaling $2.51 Bil.
------------------------------------------------------------------
CenterPoint Energy, Inc., (NYSE: CNP) has successfully closed on
three new bank credit facilities totaling $2.51 billion.

"These transactions support our financing strategy, which is to
reduce our borrowing costs, ensure adequate liquidity and provide
financial flexibility for the company and its subsidiaries," said
Gary L. Whitlock, chief financial officer of CenterPoint Energy.
"These new facilities have attractive interest rates and terms.
We now have revolving credit facilities at the parent company and
at CenterPoint Energy Houston Electric that do not mature for five
years.  We have also put in place a facility at CenterPoint Energy
Houston Electric to address the November 2005 maturity of a
$1.31 billion term loan."

The first credit facility is a $1 billion (first drawn cost of
LIBOR +100 basis points) senior unsecured revolving credit
facility at CenterPoint Energy, which will mature in 2010.  This
new facility replaced a $750 million (LIBOR + 300 basis points)
revolving facility dated Oct. 7, 2003, which was reduced to its
present size in December 2004 and would have matured in October
2006.  This new facility will be used for commercial paper back-up
and other general corporate purposes.

The other two facilities are at the company's electric
transmission and distribution subsidiary, CenterPoint Energy
Houston Electric, LLC, and consist of a:

   * $200 million (first drawn cost of LIBOR +75 basis points),
     five-year senior unsecured revolving credit facility (CEHE
     revolver) to be used for general corporate purposes, and a

   * $1.31 billion (LIBOR +75) senior secured revolving credit
     facility, (CEHE backstop facility), which can be used, if
     necessary, in the event that proceeds from the issuance of
     transition bonds are not received prior to the Nov. 11, 2005,
     maturity of the Berkshire Hathaway and Credit Suisse First
     Boston credit facility and the company has not otherwise
     accessed the capital markets to refinance this maturity.  Any
     drawings under this facility will be secured by general
     mortgage bonds.  This facility is available until
     Nov. 16, 2005, and any outstanding borrowings may be termed
     out for a period of two years.

In each case, the borrowing costs given are based on the
companies' current credit ratings.  Additionally, the new credit
agreements do not impose any limits on the dividend that may be
paid on CenterPoint Energy's common stock.

The global coordinators for the three facilities are J.P. Morgan
Securities, Inc., and Citigroup Global Markets, Inc., who also
served as joint lead arrangers and bookrunners for the parent
facility.  Deutsche Bank Securities, Inc., and Wachovia Capital
Markets, LLC served as joint lead arrangers and bookrunners for
the CEHE backstop facility.  Banc of America LLC and Barclays
Capital served as joint lead arrangers and bookrunners for the
CEHE revolver.  The administrative agent for the CenterPoint
Energy facility and for the CEHE revolver is JPMorgan Chase Bank,
N.A.  The administrative agent for the CEHE backstop facility is
Citibank, N.A.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Fitch Ratings affirmed the outstanding senior unsecured debt
obligations of CenterPoint Energy, Inc., at 'BBB-'.  Also affirmed
are outstanding ratings of CNP subsidiaries CenterPoint Energy
Houston Electric, LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies has been revised to Stable
from Negative.

The rating action follows Fitch's assessment of the Nov. 10, 2004
determination by the Public Utility Commission of Texas -- PUCT --
that CenterPoint Energy will be permitted to recover a true-up
balance of $2.3 billion, including accrued interest.  Although
this amount is significantly less than the $3.7 billion (excluding
interest) true-up sought in CenterPoint Energy's original
application with the PUCT, it is in line with Fitch's expectations
when taken together with other expected cash proceeds.  The
conclusion of the true-up proceeding and expected securitization
of stranded costs is the second of two highly anticipated
deleveraging events factored into Fitch's ratings for CenterPoint
Energy and its two wholly owned subsidiaries, CenterPoint Energy
Houston Electric and CenterPoint Energy Resources.  The first was
the definitive agreement reached by CenterPoint Energy on
July 21, 2004 to sell its 81% interest in Texas Genco Holdings for
after-tax cash proceeds of $2.5 billion in a two-step transaction
expected to be completed by the first half of 2005.

These transactions, combined with the $177 million retail clawback
payment owed by Reliant Energy, Inc., will enable CenterPoint
Energy to delever its balance sheet by approximately $5 billion,
an amount which will result in consolidated credit measures that
are more consistent with CenterPoint Energy's current 'BBB-'
rating.  Upon completion of CenterPoint Energy's planned
monetizations and subsequent retirement of certain debt
obligations, Fitch expects CenterPoint Energy'a total debt-to-
EBITDA ratio to trend toward the low 4.0 times (x) range, a level
which is viewed as appropriate for the rating category given the
low cash flow volatility exhibited by CenterPoint Energy's
electric and gas distribution and interstate gas pipeline
businesses.  Fitch notes that the potential $500 million
prefunding of CenterPoint Energy's future pension obligations may
reduce the amount of funds immediately available for debt
repayment.  However, such a prefunding would reduce the company's
future pension expense by approximately $40 million annually, as
well as bolster CenterPoint Energy's equity base by reversing a
charge taken in 2002.

The Stable Rating Outlook reflects Fitch's expectation that
CenterPoint Energy will secure a financing order for its planned
securitization in a reasonable amount of time and complete the
issuance of bonds by mid-2005.  Any prolonged delays would be an
unfavorable credit development.  Fitch notes that CenterPoint
Energy will likely apply for a rehearing of the amount disallowed
by the PUCT and appeal to the Texas state courts, if necessary.
Importantly, the Texas statute permits CenterPoint Energy to
proceed with its plans to securitize the lower $2.3 billion true-
up amount, regardless of the appeal status.

These ratings are affirmed by Fitch:

   * CenterPoint Energy, Inc.

     -- Senior unsecured debt 'BBB-';
     -- Unsecured pollution control bonds 'BBB-';
     -- Trust originated preferred securities 'BB+';
     -- Zero premium exchange notes (ZENS) 'BB+'.

   * CenterPoint Energy Houston Electric, LLC

     -- First mortgage bonds 'BBB+';
     -- General mortgage bonds 'BBB'
     -- $1.3 billion secured term loan 'BBB'.

   * CenterPoint Energy Resources Corp.

     -- Senior unsecured notes and debentures 'BBB';
     -- Convertible preferred securities 'BBB-'.


CENTURY COMMS: Wants to Recover Multi-Mil. Transfers from L. Tow
----------------------------------------------------------------
Adelphia Communications Corporation, Century Communications Corp.,
and Arahova Communications, Inc., assert that payments totaling
$5,826,160 were made from a Special Payment Trust subsequent to
Century's bankruptcy filing -- June 10, 2002 -- to or for the
benefit of Leonardo Tow:

    Check Date    Payee                                   Amount
    ----------    -----                                   ------
    06/14/02      Leonard Tow                           $484,105
    06/14/02      Leonard Tow                          5,202,034
    06/24/02      Phillips Nizer                           1,989
    12/30/02      Commissioner of Revenue Service          8,141
    12/30/02      Financial Agent                         43,147
    04/15/03      David Rosensweig                        63,894
    05/08/03      Carter Ledyard & Milbran                 7,850
    03/25/04      Deloitte & Touche                       15,000

The Special Payment Trust was created from a Termination Agreement
between Century Communications Corp. -- Old Century -- and Mr.
Tow.  Mr. Tow would be paid the severance and other prospective
benefits from Special Payment Trust.

On July 1, 1997, Mr. Tow was employed as Chief Executive Officer
for a period through June 30, 1998, followed by an advisory period
of five years.  Mr. Tow terminated his employment with Old Century
in 1999 when Old Century merged with Adelphia Acquisition
Subsidiary, Inc., with Acquisition Subsidiary surviving.
Acquisition Subsidiary was renamed Arahova.

Payments aggregating $1,888,982, were also made subsequent to the
Century Petition Date from the Special Insurance Trust to or for
the benefit of Mr. Tow:

    Check Date    Payee                                   Amount
    ----------    -----                                   ------
    06/13/02      New York Live Insurance             $1,838,000
    06/24/02      Phillips Nizer                           1,989
    04/15/03      David Rosensweig                        38,993
    03/25/04      Deloitte & Touche                       10,000

The Special Insurance Trust was established by Century
Communications Corp. and the Tow Insurance Trustee to fund the
premium payments when due on certain policies.

Old Century and the Tow Insurance Trust are parties to a Split
Dollar Agreement pursuant to which Old Century agreed to pay the
premiums on certain life insurance policies procured by the Tow
Insurance Trust for the benefit of Mr. Tow and his wife, Claire.

At the time of the execution of the Split Dollar Agreement, Mr.
Tow was the Chief Executive Officer and Chief Financial Officer of
Old Century and his wife was the Vice-President and Director.

The Postpetition Transfers were transfers of an interest in
property of Century.  The Transfers were not authorized to be made
under the Bankruptcy Code or by the U.S. Bankruptcy Court for the
Southern District of New York.

Accordingly, ACOM, Century and Arahova believe that the
Postpetition Transfers constitute avoidable transfers pursuant to
Sections 549 of the Bankruptcy Code.

                        Fraudulent Transfers

Brian E. O'Connor, Esq., at Willkie Farr & Gallagher, LLP, in New
York, tells the Court that within one year prior to the Chapter 11
filings of Century or Arahova, transfers were made from the Trusts
with the intent to hinder, delay or defraud the Century or
Arahova creditors.

Specifically, $6,257,776 in transfers of an interest in property
of Century were made from the Special Payment Trust to:

    Check Date    Payee                                   Amount
    ----------    -----                                   ------
    05/23/02      Leonard Tow                           $250,000
    06/04/02      Citizens Communications Company        321,637
    06/14/02      Leonard Tow                            484,105
    06/14/02      Leonard Tow                          5,202,034

Fraudulent Transfers, aggregating $7,354,047, were made from the
Special Insurance Trust to:

    Check Date    Payee                                   Amount
    ----------    -----                                   ------
    05/23/02      Manulife                            $2,643,187
    05/31/02      Met Life                             2,164,040
    06/06/02      Met Life                               116,095
    06/07/02      Leonard & Claire Tow Insurance Trust   610,725
    06/13/02      New York Life Insurance              1,838,000

"Each of the Fraudulent Transfers was an involuntary transfer that
Mr. Tow caused to be made from the Trusts with the actual
knowledge of the occurrence or the [imminence] of Century's
Chapter 11 filing," Mr. O'Connor alleges.

The Fraudulent Transfers caused the Trustee, David Z. Rosensweig,
to make payments from the Trusts for his benefit that were not
due.  At the time each of the Fraudulent Transfers was made, Mr.
Tow was an insider of Century and had actual knowledge that
Century's creditors had an interest in the assets held by the
Trusts.

Thus, the Fraudulent Transfers constitute avoidable fraudulent
conveyances pursuant to Section 548.

                        Demand for Recovery

By letter dated July 30, 2004, Century demanded that Mr. Tow
promptly return the Postpetition and Fraudulent Transfers.  As of
February 17, 2005, none of the Transfers has been returned.

Under Section 550(a), Mr. O'Connor asserts, upon avoidance of the
Transfers, Century is entitled to recover for the benefit of its
estate the Transfers plus prejudgment interest.

Furthermore, pursuant to Section 502(d) of the Bankruptcy Code,
the Court will disallow any claim of Mr. Tow to the extent he is a
transferee or beneficiary of a transfer avoidable under Sections
548 or 549, unless he has paid the amount recoverable to the
Debtor.  Until the time Mr. Tow returns the Transfers, his claims,
whether now or subsequently scheduled, filed or asserted against
Century, must be disallowed in their entirety.

Contrary to the purpose of the Trusts, Mr. Tow engaged in
inequitable conduct causing the Fraudulent Transfers to be made
for his benefit with the knowledge of the imminence or occurrence
of Century's bankruptcy.  Mr. Tow's inequitable conduct resulted
in injury to creditors of ACOM and Century, which agreed to honor
the obligations of Arahova under the Merger Agreement and the
Termination Agreement, and conferred an unfair benefit to him.

Equitable subordination of all claims filed by Mr. Tow against
Century and ACOM, Mr. O'Connor says, is consistent with the
policies and objectives of the Bankruptcy Code.

Accordingly, ACOM, Century and Arahova ask Judge Gerber for a
judgment granting:

    (a) avoidance and recovery of $7,715,142 in Postpetition
        Transfers pursuant to Sections 549 and 550 of the
        Bankruptcy Code;

    (b) avoidance and recovery of $13,611,823 in Fraudulent
        Transfers pursuant to Sections 548 and 550;

    (c) disallowance of any of Mr. Tow's claims until the
        Transfers are returned pursuant to Section 502;

    (d) subordination, pursuant to Section 510(c), of any claims
        Mr. Tow has or will file in Century and ACOM's Chapter 11
        cases; and

    (e) an award of prejudgment interest at the maximum legal
        rate, and costs.

Century/ML Cable Venture filed for Chapter 11 protection on
September 30, 2002 (Bankr. S.D.N.Y. Case No. 02-14838).
Century/ML Cable Venture is a New York joint venture of Century
Communications Corporation, a wholly owned indirect subsidiary of
Adelphia Communications Corporation, and ML Media Partners, LP.
It holds the cable franchise in Leviton, Puerto Rico.

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)


CHI-CHI'S: Hormel Acquires Restaurant Trade Assets for $125K
------------------------------------------------------------
Chi-Chi's, Inc., and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to sell their restaurant trademarks, trade names and
copyrights to Hormel Foods LLC for $125,000.

Chi-Chi's restaurants are full-service, casual dining restaurants
that serve moderately priced Mexican food.  Another aspect of the
Debtors' business is the licensing of its "Chi-Chi's" and other
trademarks for use in restaurant and retail business worldwide.

OS Realty, Inc., negotiated for the sale of the Debtors'
restaurant business.

Headquartered in Irvine California, Chi-Chi's, Inc., is a direct
or indirect operating subsidiary of Prandium and FRI-MRD
Corporation and each engages in the restaurant business.  The
Debtors filed for chapter 11 protection on October 8, 2003 (Bankr.
Del. Case No. 03-13063-CGC).  Bruce Grohsgal, Esq., Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., and Sandra Gail McLamb,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor filed for bankruptcy, it estimated $50 to $100 million in
assets and more than $100 million in liabilities.


CONVERSENT HOLDINGS: Moody's Puts B3 Rating on $25MM Sr. Sec. Loan
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating for the proposed
$25 million 5-year senior secured revolving credit facility and
$200 million 6-year amortizing term loan at Conversent Holdings,
Inc., (CHI) and Mountaineer Telecommunications, LLC (FiberNet, and
collectively with CHI, Conversent).

This is the first time that Moody's has rated Conversent Holdings.
This transaction coincides with a proposed merger between CHI and
FiberNet, which are affiliated entities, with Mr. Robert C. Fanch
and Affiliates being the principal owner of CHI and a minority
owner of FiberNet.  The company has designed the merger to create
financial and business synergies and, importantly, to pay
$100 million to redeem ownership interests in CHI and FiberNet.
The ratings broadly reflect Conversent's substantial business risk
and its limited track record in generating meaningful free cash
flow to date, which is offset somewhat by comparatively moderate
financial risk.

The ratings assigned by Moody's to CHI:

  * Senior Implied Rating -- B3

  * Issuer Rating -- Caa2

The ratings assigned by Moody's to CHI and FiberNet as co-
borrowers:

  * $25 million Senior Secured Revolving Credit Facility due 2010
    -- B3

  * $200 million Senior Secured Term Loan due 2011 -- B3

The outlook on all ratings is stable.

The senior implied rating reflects Conversent Holdings'
challenging position as a small competitive local exchange carrier
serving a footprint predominantly in the northeastern U.S., mostly
Verizon territory.  Conversent must, therefore, take and maintain
market share from one of the world's leading telecommunications
providers in order to earn a positive return on its network
investment.

The ratings also reflect Conversent Holdings' thin asset base
represented by approximately $135 million of pro forma net PP&E.
Management's decision to use proceeds from this transaction to pay
$100 million to redeem ownership interests also negatively impacts
the ratings.  The ratings also anticipate modest acquisition
activity, especially if the company successfully completes an IPO.

Conversent Holdings' ratings benefit, however, from a pro forma
track record of consistent revenue growth, cost reduction and
EBITDA improvement.  Conversent's 2004 pro forma EBITDA margins
were 31.6%, which is very high for a CLEC.  These high margins are
largely the result of the company's high percentage of on-net
(i.e. utilizing the company's switches) customers and also benefit
from favorable regulatory pricing for unbundled (i.e. UNE) loops
and T-1's.

Moody's expects that pricing for these UNE loops and T-1's may
increase and has factored that into the company's ratings.  The
ratings also benefit from modestly good pro forma net debt-to-
EBITDA and EBITDA-to-interest metrics, which were 2.8x and 6.1x,
respectively for year-end 2004.  Even assuming reduced revenue
growth rates and margin compression, Moody's believes Conversent
Holdings will generate moderate free cash flow in 2005, which is
an uncharacteristically positive attribute for a CLEC.

The stable rating outlook considers the company's moderate growth
plans and reasonable likelihood of at least maintaining its
present cash flow generating customer base.  Moody's would likely
raise Conversent Holdings' ratings if the company could sustain
EBITDA margins above 30% and generate moderate free cash flow,
despite necessary growth capital expenditures, over the next
several quarters.

Moody's would likely lower Conversent's ratings if the company's
EBITDA margins fall below 20% for a prolonged period of time,
leaving only minimal free cash flow generation to grow the
business, compete effectively, and reduce leverage.  Furthermore,
in the event of an IPO, the use of proceeds to reduce debt or to
pursue strategic acquisitions could positively impact the ratings,
while proceeds used to pay a dividend or establish an aggressive
dividend policy could negatively impact the ratings.

Moody's does not notch the ratings of the senior revolving credit
facility and term loan above the company's senior implied rating
since it is the only class of debt in the company's capital
structure.  Also, because of subsidiary guarantees, the debt ranks
ahead of general unsecured subsidiary obligations.  Therefore, as
a class, senior secured debt could be notched higher than the
senior implied rating if the company were to issue a material
amount of unsecured debt in the future.  Under the terms of the
credit agreement, CHI and FiberNet are joint and several borrowers
who benefit from both upstream and cross-stream subsidiary
guarantees as well as a downstream guarantee from their parent
company, Conversent Communications Inc.

Both CHI and FiberNet were founded in November 1997 and June 1998,
respectively, by Mr. Robert C. Fanch.  These companies are now
being combined in an effort to achieve financial scale.  Moody's
believes that this strategy is sound, but notes that the
combination is unlikely to produce any significant operational
synergies.  Pro forma for this transaction, Conversent will have
297,380 lines in service and more than 53,000 customers, 93% of
whom are on-net.

On average, Conversent Holdings' customers have 6 lines and spend
$339 monthly, the profile of a small business customer.  Overall,
Conversent's customer base is not concentrated, with the top ten
customers only making up 3% of total revenues.  Also carriers and
ISP's only make up 3% of revenues, thereby limiting the company's
exposure to that business segment.  While data revenue as a
percentage of total revenue is growing, Conversent's revenues are
concentrated in voice services, which comprise 67% of total
revenues.

Therefore, the advent of VoIP represents a significant challenge
and opportunity for the company.  The challenge, as with other
telecommunications companies, will be transitioning existing
customers to the new platform while attempting to exploit
potential cost savings opportunities.  Moody's ratings assume that
the company will effectively manage this challenge.

Conversent Holdings, Inc., headquartered in Marlborough,
Massachusetts, is a CLEC and generated approximately $205 million
in 2004 pro forma revenues.


CRAFTMASTER PRINTERS: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Craftmaster Printers, Inc.
        687 North Dean Road
        Auburn, Alabama 36830

Bankruptcy Case No.: 05-30627

Type of Business: The Debtor provides printing services.
                  See http://www.craftmaster.com/

Chapter 11 Petition Date: March 4, 2005

Court: Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Charles N. Parnell III, Esq.
                  Parnell & Crum, P.A.
                  P.O. Box 2189
                  Montgomery, AL 36102
                  Tel: 334-832-4200

Total Assets: Unstated

Total Debts: $3,473,949

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Heidelberg USA, Inc.                     $1,023,778
c/o Chambliss & Math
P.O. Box 230759
Montgomery, AK 36123

Craftmaster Holdings, Inc.                 $748,057
687 North Dean Road
Auburn, AL 36830

Unisource                                  $195,446
P.O. Box 409884
Atlanta, GA 30384

Pitman Company                             $168,726

Strickland Paper Company                    $93,569

Graphics & Mailing                          $42,049

Superior Printing Ink Co.                   $16,599

Tex Ten Printing Supplies                   $12,601

Tech Services International                  $9,691

Craft Fine Printing                          $9,496

Coatings & Adhesive Cor.                     $5,747

Connermara Converting                        $5,214

EFI, Inc.                                    $5,190

United Parcel Service                        $4,627

Screen                                       $4,128

Estes Express Lines                          $3,990

Nationwide Insurance                         $3,928

CCP Industries, Inc.                         $3,898

New Leaf Paper                               $3,789

Scott, Kelly R.                              $3,000


CRI RESOURCES: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CRI Resources Inc.
        900 Wilshire Boulevard, Suite 1520
        Los Angeles, California 90017

Bankruptcy Case No.: 05-13899

Type of Business: The Debtor provides demolition services.

Chapter 11 Petition Date: March 1, 2005

Court: Central District of California (Los Angeles)

Judge: Erithe A. Smith

Debtor's Counsel: Stephen F. Biegenzahn, Esq.
                  Biegenzahn Weinberg
                  650 Town Center Drive, Suite 950
                  Costa Mesa, CA 92626
                  Tel: 714-966-1000

Total Assets: $5,243,614

Total Debts:  $43,078,461

Debtor's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
JP Mascaro & Sons             Trade debt                 $84,797
Allentown Division
315 Basin Street
Allentown, PA 18103

County of Fresno, Treasurer   Property tax               $13,869
Attn: Gary W. Peterson
2281 Tulare St., #105
Fresno, CA 93721

County of Los Angeles Tax     Property tax               $12,323
Collector
Attn: Gwen Jenkins
225 North Hill St., Ste. 160
Los Angeles, CA 90012

Zurich American Insurance     Insurance Claims           $11,211

CT Corporation                Trade debt                 $10,162

Mason Tenders District        Union Benefits              $6,124
Council

Behr, Montanavi, McCarter PC  Legal fees                  $3,010

State of New York             Penalty Assessment          $2,250
Worker's Compensation Board

Kentucky Laborers Health      Union Benefits                $497
& Welfare Fund

Arosemena & Diaz              Legal fees                    $300

IUOE Joint Fringe Benefit     Union Benefits                $276
Fund

State of New Jersey           Tax                           $230
Corporation Business Tax

McAleese, McGoldrick &        Legal fees                     $50
Susanin, P.G.

Ministry of Finance and       Tax                            $28
Corporations


CSFB MORTGAGE: Moody's Junks $3.250MM Class H-WBC Certificates
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes
and affirmed the ratings of two classes of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2002-TFL1:

  * Class A-2, $125,455,121, Floating, affirmed at Aaa

  * Class A-X, Notional, affirmed at Aaa

  * Cass F-ALH, $3,888,310, Floating, downgraded to B1 from Ba1

  * Class F-COT, $3,647,794, Floating, downgraded to Baa3 from
    Baa1

  * Class G-COT, $1,424,920, Floating, downgraded to Ba1 from Baa2

  * Class F-WBC, $6,500,000, Floating, downgraded to Ba3 from Baa3

  * Class G-WBC, $3,500,000, Floating, downgraded to B3 from Ba2

  * Class H-WBC, $3,250,000, Floating, downgraded to Caa2 from Ba3

The Certificates are collateralized by four mortgage loans.  The
loans range in size from 13.2% to 36.5% of the pool based on
current principal balances.  As of the February 18, 2005,
distribution date, the transaction's aggregate certificate balance
has decreased by approximately 62.0% to $301.8 million from
$793.9 million at closing as a result of the payoff off of seven
loans initially in the pool and the partial release of collateral
associated with one loan.

Classes A-2 through E are pooled classes, which benefit from pool
diversity while Classes F, G, and H depend on the performance of a
specific loan for debt service and ultimate repayment. Moody's
rates Classes A-2 and A-X as well as six of the remaining rake
classes.

Moody's was provided with year-end 2004 operating results for all
four remaining loans in the trust.  Moody's weighted average loan
to value ratio is 90.2%, compared to 69.8% at Moody's last review
in June 2004 and 66.0% at securitization.  Classes A-2 and A-X are
affirmed.  The rake classes that pertain to the Williamsburg & The
Commons loan were placed on review for possible downgrade on
November 19, 2004 due to default.  The rake classes that pertain
to the Alliance LHMD Multifamily Portfolio Loan, the Cottonstar
Portfolio Loan and the Williamsburg & The Commons Loan have been
downgraded due to weaker performance.

The largest loan is the Alliance BP Multifamily Portfolio Loan
($110.0 million - 36.5%), which is secured by 13 garden-style
multifamily properties located in Texas, Georgia, Ohio, Virginia,
Florida, and Michigan.  The properties contain a total of 4,446
units. As of December 2004, occupancies ranged from 66.0% to 95.0%
with a weighted average occupancy rate of 82.1%, compared to 91.0%
at Moody's last review in June 2004 and 89.0% at securitization.
In-place average rents as of December 2004 have fallen
approximately 11.7% to $550/unit/month from $623/unit/month at
securitization.  Total rental income for 2004 fell below budget
due primarily to greater than forecasted vacancy, rental
concessions and bad debt expense.  Moody's LTV is 93.4%, compared
to 79.0% at Moody's last review in June 2004 and 70.8% at
securitization.

The second largest loan is the Alliance LHMD Multifamily Portfolio
Loan ($109.7 million - 36.3%), which is secured by 21 garden-style
multifamily properties located in North Carolina, South Carolina,
Tennessee, Georgia, Texas, and Virginia.  The properties contain a
total of 4,850 units. As of December 2004, occupancies ranged from
72.0% to 96.0% with a weighted average occupancy rate of 87.9%,
compared to 94.0% at Moody's last review and 91.0% at
securitization.  In-place average rents as of December 2004 have
fallen approximately 10.4% to $499/unit/month from $557/unit/month
at securitization.

Total rental income for 2004 fell below budget due primarily to
greater than forecasted vacancy, rental concessions and bad debt
expense.  Mezzanine debt amounts to $15.0 million and is held by
Fortress Investment Group LLC, Inc., Lehman Brothers Holdings,
Inc., the holder of the second mezzanine loan, has foreclosed on
its position and acquired all of the borrower's controlling
interest in the property.  Moody's LTV is 90.3%, compared to 79.1%
at last review and 72.6% at securitization.

The third largest loan is the Williamsburg & The Commons Loan
($42.2 million - 14.0%), which is secured by two cross-
collateralized and cross-defaulted garden-style apartment
properties containing a total of 1,264 units.  Both properties are
located in the Cincinnati, Ohio area.  The properties had a
combined vacancy of 30.9% as of December 2004.  The properties
have performed significantly below expectations and have
approximately $4.0 million in deferred maintenance.

The loan is in default and the special servicer has filed a
foreclosure motion.  A receiver has been in place since November
2004.  Any losses related to the Williamsburg & The Commons Loan
will be allocated first to the $22.8 million junior interest that
is held outside the trust, then to the non-pooled Certificates
H-WBC, G-WBC and F-WBC in that order.  If there are additional
losses, they will be borne by the pooled certificates commencing
with Class E.  Moody's LTV for the trust balance is 99.5%,
compared to 80.1% at last review and 62.8% at securitization.

The fourth largest loan is the Cottonstar Portfolio Loan
($39.9 million - 13.2%), which was originally secured by four
cross-collateralized and cross-defaulted mortgages securing four
office properties.  Since securitization, two of the properties
have been released from the collateral.  The remaining two Class A
office properties (5956 Sherry Lane -- 286,404 square feet and
7557 Rambler Road -- 307,130 square feet) are located in two
separate submarkets in Dallas, Texas.

Combined occupancy as of December 2004 was 86.0%, essentially the
same as at Moody's last review.  However, market rents for both
buildings have fallen and new leases are being executed at lower
rents.  Additionally, operating expenses in both buildings have
risen.  The market vacancy at year-end 2004 in the Sherry Lane
submarket was 11.8% and was 20.7% in the Rambler Road submarket.
Moody's LTV is 71.0%, compared to 63.8% at last review and 65.7%
at securitization.


DICK'S SPORTING: Posts $43.4 Million Net Income in Fourth Quarter
-----------------------------------------------------------------
Dick's Sporting Goods, Inc., (NYSE: DKS) reported sales and
earnings results for the fourth quarter and year ended
Jan. 29, 2005.  Results include the operating results for the
recently purchased Galyan's for the third and fourth quarters of
2004, but not for 2003 as Galyan's was acquired in July 2004.

                     Fourth Quarter Results

The Company reported net income for the fourth quarter ended
January 29, 2005, excluding merger integration and store closing
costs, gain on sale of investment, and a lease accounting charge,
of $43.4 million, or $0.81 per share as compared to earnings
guidance provided on November 18, 2004 of $0.77 - $0.78 per share.
This compares to net income of $26.0 million, and earnings per
share of $0.50 for the fourth quarter ended January 31, 2004.

Including after tax merger integration and store closing costs of
$7.5 million, or $0.14 per share, and gain on sale of investment
of $6.6 million, or $0.12 per share and a cumulative lease
accounting charge of $2.6 million, or $0.05 per share of which
$0.01 per share was attributable to this year, the Company
reported net income for the fourth quarter ended January 29, 2005
of $39.9 million or $0.75 per share.

The fourth quarter includes an after tax cumulative lease
accounting charge of $2.6 million, or $0.05 per share of which
$471,000, or $0.01 per share relates to the current year.  In
connection with the recent attention placed on lease accounting,
the Company reviewed and discussed with its independent auditors,
and concluded our lease accounting policy was not consistent with
accounting standards.  The company has changed this policy such
that the commencement date of the lease term will be the earlier
of the date rent payments begin or the date the Company takes
possession of the property for the initial setup of fixtures and
merchandise.  Further, the Company is continuing to review with
its auditors the accounting treatment of tenant allowances.

Total sales for the quarter increased 66% over last year to
$788 million due to a comparable store sales increase of 1.1%, the
opening of new stores and the inclusion of Galyan's operations in
this year's quarterly results.  Galyan's stores will not be
included in the comparable store base until 13 months after the
completion of the re-branding and re-merchandising effort expected
to occur by the end of the second quarter of 2005.

During the fourth quarter, the Company opened five stores and
closed four stores (one Dick's store and three Galyan's stores)
bringing the total stores opened for the year to 29 and the total
stores closed for the year to six (three Dick's stores and three
Galyan's stores).

The stores that opened in the fourth quarter include:

   * Easton, Pa. (the 2nd store in the Allentown market);

   * two stores in Indianapolis, Ind. (our 6th and 7th stores in
     Indianapolis);

   * West Mifflin, Pa. (our 9th store in the Pittsburgh market),
     and

   * Portsmouth, N.H.

The one Dick's store that closed was in Cleveland, Ohio due to its
overlap with a Galyan's store, and the three Galyan's stores
closed were all in Indianapolis, Ind.

As of January 29, 2005, the Company operated 234 stores with
approximately 13.5 million square feet, in 33 states.

As previously announced in our press release dated July 29, 2004,
the Company acquired 100% of the issued and outstanding common
stock of Galyan's Trading Company, Inc., for $16.75 per share in
cash. The Consolidated Statements of Income for the 13 weeks ended
January 29, 2005, reflect the results of the combined company for
the entire 13 weeks whereas the results for the year ended
January 29, 2005, reflect the results of Dick's Sporting Goods on
a stand-alone basis from February 1, 2004, to July 28, 2004, and
the combined company from the acquisition date of July 29, 2004,
to January 29, 2005.  Prior year results include Dick's Sporting
Goods, Inc., on a stand-alone basis.

                       Full Year Results

Net income for the year ended January 29, 2005, excluding merger
integration and store closing costs, gain on sale of investment,
and a lease accounting charge, was $75.1 million, or $1.42 per
share as compared to earnings guidance provided on Nov. 18, 2004,
of $1.37 - $1.39 per share before merger integration and store
closing costs.  This compares to net income and earnings per
share, excluding gain on sale of investment, of $50.7 million, and
$1.01 per share, respectively, for the year ended Jan. 31, 2004.

Including after tax merger integration and store closing costs of
$12.2 million or $0.23 per share, gain on sale of investment of
$6.6 million or $0.12 per share, and a cumulative lease accounting
charge of $2.6 million or $0.05 per share of which $0.01 per share
is attributable to 2004, the Company reported net income for the
year ended January 29, 2005, of $66.9 million or $1.26 per share.

Total sales for the year ended January 29, 2005, increased 43% to
$2,109.4 million. Comparable store sales increased 2.6%.  Galyan's
stores will not be included in the comparable store base until 13
months after the completion of the re-branding and re-
merchandising effort expected to occur by the end of the first
half of 2005.

"We are very pleased as a team to have accomplished so much in the
fourth quarter," said Edward W. Stack, Chairman & CEO.  "We are
reporting another strong quarter of operating results and
effective management of our inventory while making considerable
progress in the conversion of the Galyan's stores.  Regarding the
Galyan's conversion: we have converted the point of sale systems
in the stores, re-signed the stores, converted the warehouse
management system in the former Galyan's distribution center,
closed the corporate office and converted all activity onto Dick's
systems.  We have also made progress on re- merchandising stores
to place more of an emphasis on sporting goods."

                      Galyan's Conversion

The Company anticipates closing 10 stores in conjunction with the
conversion. Of these 10 stores, six are Dick's stores and four are
former Galyan's stores.  Four of these stores closed in the fourth
quarter of 2004, five are anticipated to close in the first
quarter of 2005, and one is expected to close in the second
quarter of 2005.  This is an increase from the prior expectation
of nine stores to be closed and is due to further analysis of the
overlap.

The Company also expects total merger integration and store
closing costs of approximately $70 million pre-tax to be incurred,
of which $20 million was incurred in 2004.  The Company estimates
future merger costs of $39 million in 2005 with the balance in
2006 and beyond, which relates to future lease payments on closed
stores.  Merger integration and store closing costs primarily
include the expense of closing Dick's stores, advertising the
re- branding of Galyan's stores, duplicative costs, recruiting and
system conversion costs.

                          2005 Outlook

The Company's current outlook for 2005 is based on current
expectations and includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act.

                         Full Year 2005

Based on an estimated 55 million shares outstanding, the Company
anticipates reporting EPS for the full year of $1.79 to $1.84 per
share excluding merger integration and store closing costs,
unchanged from prior guidance.  The Company anticipates reporting
$1.36 to $1.41 per share including merger integration and store
closing costs.  This compares to full year 2004 EPS of $1.42,
excluding merger integration and store closing costs, gain on sale
of investment and lease accounting charge.

Comparable store sales are expected to increase approximately 1-
2%.  Galyan's stores will not be included in the comparable store
base until 13 months after the completion of the re-branding and
re-merchandising effort expected to occur by the end of the first
half of 2005.

The Company expects to open at least 25 new stores in 2005 while
closing six stores (five Dick's stores and one Galyan's store) due
to overlap.

Our 2005 full-year EPS guidance does not reflect the impact of
expensing stock options.  The company will, however, be required
to begin expensing stock options as compensation cost beginning in
the third quarter of its fiscal year pursuant to Statement of
Financial Accounting Standards 123R.  The Company is currently
analyzing the impact of expensing stock options, which is based on
a number of factors, including the Company's stock price, and will
not be determined until the end of the second quarter.  Based on
current information, however, the Company anticipates the cost in
the second half of the year to be approximately $0.12 - 0.14 per
share.

                       First Quarter 2005

Based on an estimated 54 million shares outstanding, the Company
anticipates EPS for the first quarter of $0.18 to $0.20 per
diluted share excluding merger integration and store closing costs
of approximately $34 million, pre-tax.  The Company anticipates
reporting a loss of $0.19 to $0.21 per basic share including
merger integration and store closing costs.  This compares to
first quarter 2004 EPS of $0.21, which includes only the results
of Dick's Sporting Goods and not Galyan's.  Proforma, combined
company EPS for the first quarter of 2004 was $0.10.

Comparable store sales are expected to increase approximately 1-
2%.  Galyan's stores will not be included in the comparable store
base until 13 months after the completion of the re-branding and
re-merchandising effort expected to occur by the end of the first
half of 2005.

The Company expects to open seven new stores in the first quarter,
and close four Dick's stores and one Galyan's store due to the
conversion.  The last Dick's store closure due to the conversion
is expected in the second quarter of 2005.

Pittsburgh-based Dick's Sporting Goods, Inc. is an authentic full-
line sporting goods retailer offering a broad assortment of brand
name sporting goods equipment, apparel, and footwear in a
specialty store environment.  As of October 30, 2004, the Company
operated 233 stores in 32 states primarily throughout the Eastern
half of the U.S. under the Dick's Sporting Goods and Galyan's
names.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Pittsburgh, Pennsylvania-based Dick's Sporting
Goods Inc.

A 'B' rating was assigned to the company's $172.5 million senior
unsecured convertible notes due 2024. The senior notes are rated
one notch below the corporate credit rating due to the amount of
secured bank debt in the capital structure. The outlook is
negative.

"The ratings reflect Dick's rapid growth, the integration risk
associated with the company's recent acquisition of Galyans
Trading Co. Inc., and a leveraged financial profile, though the
company has a leading regional market position," said Standard &
Poor's credit analyst Kristi Broderick. Dick's has grown
organically, from a base of two stores in 1984 to about 180 big-
box, full-line sporting goods stores 20 years later. On
July 29, 2004, Dick's acquired Galyans for about $362 million,
funded by $192 million in cash on hand and $170 million in
borrowings from the company's revolving credit facility. The
potential integration risk is significant, as Dick's intends to
convert Galyans' 47 stores into the Dick's format by the first
half of 2005. This reformatting involves changes to merchandise
assortment and branding, as well as an adjustment to managing
Galyans stores. Nonetheless, the rating assumes a relatively
smooth transition, despite the significant challenges.


DT INDUSTRIES: Has Until May 7 to File Plan of Reorganization
-------------------------------------------------------------
The Honorable Lawrence S. Walter of the U.S. Bankruptcy Court for
the Southern District of Ohio, Western Division, extended the
period within which DT Industries, Inc., and its debtor-affiliates
have the exclusive right to file a chapter 11 plan until May 7,
2005.  The Debtors have until July 6, 2005, to solicit acceptances
of that plan.  This is the Debtors' third extension of their
exclusive periods.

The Debtors have completed the sale of their U.S. and U.K.
subsidiaries.  DT can now focus on the final drafting of their
plan after concluding the sale of their U.K. assets to Managed
Technologies Limited.

The extension will give the Debtors more time to negotiate with
their lenders the specific terms governing their plan of
reorganization.

Headquartered in Dayton, Ohio, DT Industries, Inc.
-- http://www.dtindustries.com/-- is an engineering-driven
designer, manufacturer and integrator of automated systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 12, 2004
(Bankr. S.D. Ohio Case No. 04-34091).  Ronald S. Pretekin, Esq.,
at Coolidge Wall Womsley & Lombard, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $150,593,000 in
assets and $142,913,000 in liabilities.


ESCHELON TELECOM: Incurs $5.466 Million Net Loss in 4th Quarter
---------------------------------------------------------------
Eschelon Telecom, Inc., disclosed its results for the fourth
quarter ended December 31, 2004.  Highlights are:

   -- Closed on previously announced acquisition of Advanced
      TelCom, Inc. -- ATI;

   -- Strong sequential and annual access line growth of 5.4% and
      21.3%, respectively;

   -- Low average monthly customer line churn at 1.30%;

   -- Continued strong revenue and EBITDA of $40.2 million and
      $6.4 million, respectively; and

   -- Cash and short-term marketable securities of $33.4 million
      at December 31, 2004.

"By all measures, we had a solid year in 2004," stated Richard A.
Smith, Eschelon's President and Chief Executive Officer.  "We
refinanced our bank debt early in the year providing additional
liquidity and flexibility.  We closed on our acquisition of ATI at
year-end, enhancing both our scale and market position.  Finally
and most importantly, we achieved financial and operating results
for the full year that met or exceeded our expectations."

Total revenues for the fourth quarter of 2004 were $40.2 million,
a decrease of $0.4 million from the third quarter of 2004 and an
increase of $3.0 million from the fourth quarter of 2003.  Total
revenues for the full year 2004 were $158.1 million, an increase
of $17.0 million from the full year 2003.

Total revenues decreased from the third quarter of 2004 due to a
decline in pre-subscribed interexchange carrier charge revenue,
seasonality in long distance usage and a decline in BTS revenue.
The decline in PICC revenue was due to the company's recently
announced dispute with Global Crossing.  As a result of that
dispute, the company elected not to record approximately
$0.3 million per month of PICC revenue beginning in November of
2004.  This reduction in PICC revenue is expected to continue.
Seasonality in long distance usage was the result of fewer
business days in the fourth quarter versus the third quarter of
2004.  Excluding the impact of PICC and seasonality, network
revenue increased by $0.6 million, or 2.0%, between the third and
fourth quarters of 2004.  Finally, the decline in BTS revenue
reflects the normal fluctuations of BTS revenue from quarter to
quarter.

Total revenue increased from the fourth quarter of 2003 due to
growth in access lines of 21.3%, partially offset by a decline in
average revenue per line.  Average revenue per line declined from
$51.13 in the fourth quarter of 2003 to $45.28 per line in the
fourth quarter of 2004.  Reductions in access rates and PICC
revenue combined with strong demand for the company's data
products at a lower average revenue per line were the major causes
for the revenue per line decline.

Total revenue for the full year 2004 increased from 2003 due to
growth in access lines of 21.3%, partially offset by a decline in
average revenue per line.  Average revenue per line declined from
$52.41 per line in 2003 to $48.07 per line in 2004.  Like the
quarterly decline, this decrease was also due to reductions in
access rates and PICC revenue combined with strong demand for the
company's data products at a lower average revenue per line.
Total gross margin per line has remained more stable with a
decline of only $1.18 per line, or 3.7%, between 2003 and 2004.

Total gross margin was $23.7 million in the fourth quarter of
2004, a decrease of $0.8 million from the third quarter of 2004
and an increase of $1.9 million from the fourth quarter of 2003.
Total gross margin for the full year 2004 was $94.8 million, an
increase of $14.5 million from 2003.

The decrease from the third quarter of 2004 was primarily due to
the reduction in PICC revenue that was not accompanied by any
associated reduction in cost.  The increases in gross margin from
the fourth quarter of 2003 and for the full year 2004 were largely
a function of higher levels of revenue and an increased percentage
of lines on switch.

Cash operating expenses for the fourth quarter of 2004 were
$17.3 million, a decrease of $1.1 million from the third quarter
of 2004 and level with the fourth quarter of 2003.  Cash operating
expenses for the full year 2004 were $69.3 million, an increase of
$3.0 million from 2003.  The decrease from the third quarter of
2004 was largely due to a reduction of legal expenses.  The third
quarter of 2004 contained approximately $0.7 million more of legal
expense, most of which related to the company's ongoing federal
lawsuit against Qwest.  The increase for the full year 2004 was
primarily due to increased wages and benefits from a higher
average level of associates, increased legal expenses related to
the federal lawsuit against Qwest and higher operating taxes.
Total associates averaged 918 in 2004 versus 899 in 2003.

EBITDA for the fourth quarter of 2004 was $6.4 million, an
increase of $0.3 million from the third quarter of 2004 and an
increase of $1.9 million from the fourth quarter of 2003.  Total
EBITDA for the full year 2004 was $25.5 million, an increase of
$11.4 million from 2003.  EBITDA is a non-GAAP measure.  Below is
a schedule reconciling EBITDA with reported GAAP net income
(loss).

                           Eschelon Telecom, Inc.
          Consolidated EBITDA to Net Income (Loss) Reconciliation
                               (in thousands)

                                                         For the twelve
                                                          months ended
                                                           December 31,
                                                       ------------------
                            4Q 2003  3Q 2004  4Q 2004     2003     2004
                            -------  -------  -------     ----     ----
   EBITDA                    $4,500   $6,098   $6,427   $14,093  $25,528
    Depreciation and
     amortization            (7,337)  (7,493)  (8,401)  (30,099) (31,105)
    Interest expense           (453)  (2,837)  (3,541)   (1,754) (11,452)
    Deferred compensation         -        -        -       (70)     (20)
    Gain (loss) on disposal
     of assets                   18     (138)       -       484     (162)
    Income taxes                  -       (4)       -       (28)      (4)
    Interest income               6       45       42       168      124
    Gain on sale of
     marketable securities        -        -        7         -        7
    Gain on extinguishment
     of debt                      -        -        -         -   18,195
                            -------- -------- -------- --------- --------
   Net Income (Loss)        $(3,266) $(4,329) $(5,466) $(17,206)  $1,111
                            ======== ======== ======== ========= ========

Capital expenditures for the fourth quarter of 2004 were
$10.3 million, an increase of $3.7 million from the third quarter
of 2004 and an increase of $4.7 million from the fourth quarter of
2003.  Capital expenditures for the full year 2004 were
$30.8 million, an increase of $4.3 million from 2003.  The
increases in both the fourth quarter of 2004 and the full year
2004 were primarily due to the cumulative effect of tenant
improvement allowances on leasehold improvements recorded in the
fourth quarter of 2004.  In line with recent guidance from the SEC
on accounting for tenant improvement allowances, the company
recorded leasehold expenditures of $2.4 million in the fourth
quarter of 2004.  Deferred rent was also recorded for the tenant
improvement allowances and will be amortized as a reduction of
rent over the related lease terms.  Deferred rent at
Dec. 31, 2004, was $1.5 million.

Cash and marketable securities at December 31, 2004, were
$33.4 million, an increase of $13.9 million from the third quarter
of 2004 and an increase of $24.7 million from the fourth quarter
of 2003.  The increase in cash from the third quarter of 2004 was
primarily due to the issuance of the company's November 2004
tack-on offering of senior second secured notes and related
issuance of Series B Preferred Stock to fund the ATI acquisition.
The increase from the fourth quarter of 2003 was due to the
company's March 2004 senior second secured notes offering, the
proceeds of which were used to repay the company's senior secured
bank facility and for general corporate purposes.

Eschelon Telecom, Inc. -- http://www.eschelon.com/-- was founded
in 1996 and is a rapidly growing provider of integrated voice,
data and Internet services. Headquartered in Minneapolis,
Minnesota, the company offers small and medium sized businesses a
comprehensive line of telecommunications and Internet products
including local lines, long distance, business telephone systems,
DSL, Dedicated T-1 access, network solutions and Web hosting.
Prior to closing the ATI transaction on December 31, 2004,
Eschelon employed approximately 900 telecommunications/Internet
professionals and had more than 250,000 access lines in service
throughout its markets in Minnesota, Arizona, Utah, Washington,
Oregon, Colorado and Nevada. Proforma for the ATI transaction, on
Dec. 31, 2004, Eschelon employed approximately 1,100 associates
and had more than 374,000 access lines in service in the above
states and California.

                          *     *     *

As reported in the Troubled Company Reporter on April 28, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
the $100 million 8 3/8% senior second secured notes due 2010
issued by Eschelon Operating Co., a wholly owned subsidiary of
Minneapolis, Minn.-based competitive local exchange carrier
Eschelon Telecom Inc.  Proceeds from these notes, which were
issued under Rule 144A with registration rights, have been used to
refinance bank debt.  Simultaneously, Standard & Poor's affirmed
Eschelon's 'CCC+' corporate credit rating.  The outlook is
developing.

"The corporate credit rating on Eschelon primarily reflects the
company's lack of sustainable competitive advantages in the
intensely competitive telecommunications services industry," said
Standard & Poor's credit analyst Michael Tsao.


FEDERAL-MOGUL: Asks Court to Okay Surety Claims Settlement Pact
---------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve a
proposed compromise and settlement among the Debtors and certain
of the other proponents to the Plan of Reorganization, on one
hand, and Safeco Insurance Company of America, Travelers Casualty
and Surety Company of America, and National Fire Insurance Company
of Hartford and Continental Casualty Company, on the other hand,
pursuant to the terms of a settlement agreement resolving certain
secured surety claims in connection with the treatment of those
claims under the Debtors' Joint Plan of Reorganization.

A full-text copy of the Settlement Agreement is available at no
charge at:

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

The Debtors' proposed compromise and settlement with the Sureties
is the culmination of more than three years of intensive
litigation involving numerous parties, numerous court proceedings,
extensive discovery, and protracted settlement negotiations
spanning the past six months.

The Settlement Agreement relates to the proposed settlement of
those certain Surety Claims, which -- due to its complexity and
multi-faceted nature -- the parties have elected to negotiate and
document as a separate transaction.  However, the effectiveness
of the Settlement Agreement is contractually conditioned on the
Court's approval of another settlement resolving a $29 million
cash dispute involving members of the Center for Claims
Resolution.

                          CCR Litigation

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., relates that before the Petition Date, certain
of the Debtors were members of the CCR.  The CCR was established
to administer, negotiate, defend, or settle asbestos-related
personal injury claims and wrongful death claims brought against
CCR participants.

The CCR required its members, including T&N Limited, Gasket
Holdings, Inc., and Ferodo America, Inc., to provide the CCR with
assurance that they will satisfy their financial obligations
arising under certain group settlement agreements and protocols
to be negotiated by the CCR on behalf of its members.  A surety
bond was considered an appropriate form of payment assurance.

In December 2000, pursuant to Federal-Mogul's request, the
Sureties issued performance bonds aggregating $250 million on
behalf of T&N Limited, Gasket Holdings, and Ferodo America, in
favor of the CCR.  Under the terms of the Bonds, the maximum
penal sum was reduced automatically and permanently on a semi-
annual basis in accordance with a schedule set forth in the
Bonds.  As of the Petition Date, the aggregate penal amount of
the Bonds was reduced to $225 million.

The CCR Debtors subsequently terminated their memberships in
2001.  Notwithstanding the terminations and the commencement of
the Chapter 11 cases, the CCR notified the Debtors and made
demands on the Sureties postpetition for a $183 million payment
under the Bonds.  As a result, the Debtors, T&N Limited, Gasket
Holdings and Ferodo America commenced an adversary proceeding
against the CCR and the Sureties in order to prevent a draw on
the Bonds until the Court could determine all disputes relating
to the CCR's entitlement to payment under the Bonds.

The CCR Litigation was later consolidated with other similar
Delaware Chapter 11 cases.

Pursuant to a case management order issued by then District Court
Judge Alfred Wolin, the CCR Litigation was divided into:

   * Phase One issues -- the CCR's right to draw on the Bonds; and

   * Phase Two issues -- the specific amounts the CCR would be
     entitled to draw if it prevailed on Phase One issues.

After extensive discovery, the parties filed cross-motions for
summary judgment related to Phase One issues.

Judge Wolin's Case Management Order was interpreted by the non-
CCR litigants as severely limiting the Debtors' potential
liability to the CCR under the Bonds.  The CCR disputed the non-
CCR parties' interpretation and sought reconsideration of the
Case Management Order contending that the obligations for which
the Bonds could be drawn remained in the range of $183 million.
Judge Wolin then issued a second opinion determining CCR's motion
for reconsideration, which left open the possibility of having to
litigate certain key legal and factual issues at trial,
notwithstanding the earlier Order.

As of February 24, 2005, formal discovery related to Phase Two of
the CCR Litigation has not commenced and no decision has been
rendered on the Phase Two issues.  Instead, the Debtors and the
Official Committee of Unsecured Creditors -- with the remaining
Plan Proponents' consent -- negotiated with the CCR and reached
an agreement in principle to compromise and settle all claims and
causes of action asserted in the CCR Litigation, for $29 million
cash to be paid to the CCR.  The CCR Settlement is in the process
of being documented and will be filed with the Court in the near
future.

Ms. Jones explains that pursuant to the Settlement Agreement, the
Sureties agree to provide the funding for the CCR Settlement on
specified terms and conditions.  Implementation of the CCR
Settlement will thus, in turn, fix and determine the amount of a
major component of the Surety Claims that would require treatment
under any plan of reorganization confirmed in the Debtors'
Chapter 11 cases.

According to Ms. Jones, the Settlement Agreement also resolves
several issues:

A. Temporary Allowance of Surety Claims

    As a condition for issuance of the Bonds, the Debtors were
    required to execute Contracts of Indemnity in favor of the
    Sureties.  The majority of the Debtors also granted liens and
    security interests in favor of the Sureties as collateral for
    any resulting indemnity obligations.  Based on the Indemnity
    Contracts and related instruments, each of the Sureties filed
    proofs of claim against the applicable Debtors premised on the
    Sureties' claims which arise out of or relate to the Sureties'
    obligations under the Bonds.

    For voting purposes only, the Court accorded the Sureties the
    right to vote the Surety Claims:

    (a) as both a $29 million Secured Claim and a $29 million
        Unsecured Claim against the estate of each indemnitor-
        Debtor; and

    (b) as Unsecured Claims against T&N Limited and Gasket
        Holdings.

    The Settlement Agreement does not impair the voting rights of
    the Sureties.

B. Letter of Credit

    Before the Petition Date, Travelers issued Supersedeas Bond
    for the account of Federal-Mogul and T&N Limited in connection
    with an asbestos personal injury action entitled Hoskins v.
    Federal-Mogul Corporation and T&N Ltd., Circuit Court of
    Jackson County, Missouri.  As collateral for any obligations
    under the Supersedeas Bond, Federal-Mogul caused a documentary
    Letter of Credit to be issued in favor of Travelers for
    $10,956,584.

    As a result of Travelers' previous draws from the Letter of
    Credit, only $2.2 million remain of the Letter of Credit's
    principal drawable balance.  The remaining drawable balance,
    according to Travelers, provides additional security to it for
    its portion of the Surety Claims relating to the CCR.  The
    Debtors, the Creditors Committee, and other Plan Proponents
    dispute Travelers' contention regarding the scope and nature
    of the claims for which the Letter of Credit may be drawn.

    The dispute regarding the Letter of Credit is compromised and
    resolved as an integral part of the overall Settlement
    Agreement.

C. Avoidance Litigation

    The Avoidance Litigation relates to the Creditors Committee's
    and other estate representative's belief that there are or may
    be viable causes of action to avoid and recover certain of the
    collateral granted to the Sureties in December 2000, and avoid
    certain of the indemnity obligations also incurred at that
    time.  No action has been commenced with respect to these
    claims.

    Under the Settlement Agreement, the Creditors Committee, the
    estate representatives and the Sureties agree to toll the time
    for commencing the Avoidance Litigation and to waive the
    claims and causes of action when the mutual releases
    contemplated by the Settlement Agreement become effective.

D. Valuation Proceedings

    The Valuation Proceedings relate to the Creditors Committee's
    and other estate representatives' contention that the Surety
    Claims may not be fully collateralized.  No contested matter
    has been initiated to value the Sureties' collateral.  As with
    the Avoidance Litigation, the Creditors Committee, the other
    estate representatives and the Sureties agree to toll the time
    for commencing the Valuation Proceedings and to waive the
    claims and causes of action when the mutual releases
    contemplated by the Settlement Agreement become effective.

                        Settlement Agreement

The terms and conditions of the Settlement Agreement are:

A. Settlement of CCR Litigation and Funding of CCR Settlement
    Amount

    (1) The CCR Settlement Amount will not exceed $29 million;

    (2) CCR will return the Bonds to Federal-Mogul for immediate
        delivery to the Surety in the event that the Bond Draw is
        fully paid;

    (3) CCR and each of its members will issue full releases of
        all claims arising under the Bonds and the CCR Litigation;
        and

    (4) The CCR Litigation will be dismissed with prejudice with
        each party bearing its own costs and attorney's fees,
        except for reimbursement of a portion of the Sureties'
        attorney's fees by the Debtors.

    The Sureties will fund the CCR Settlement Amount by honoring
    the CCR's draw request under the Bonds with the allocation of
    liability among the Sureties fixed as:

              Surety                      Liability
              ------                      ---------
              Safeco Insurance               30%
              National Fire Insurance        30%
              Travelers                      40%

    Twenty percent of Travelers' liability is in its capacity as
    successor-in-interest to Reliance Insurance Company.

    The Bond Draw will occur on the earlier of:

    (1) the third business day after the Effective Date of a Plan;
        or

    (2) May 2, 2005.

B. Interest Accrual on Bond Draw and Adequate Protection

    The Sureties is entitled to adequate protection on the full
    payment of the $28 million Net Bond Draw -- $29 million less
    $1 million drawn under the Letter or Credit.  Thus, the
    Sureties will receive monthly payments of interest on the Net
    Bond Draw at a rate of LIBOR plus 200 basis points -- adjusted
    monthly.

C. Plan Treatment of Surety Claims

    In the event the Plan Proponents seek to obtain confirmation
    of the Plan or Modified Plan, the Settlement Agreement
    mandates that:

    (1) The Surety Claims will be allowed as fully Secured Claims
        against Federal-Mogul and its estate, the Net Bond Draw
        allocated among the Sureties, and held and controlled by
        each Surety as its separate Allowed Secured Claim:


            Surety                         Liability
            ------                         ---------
            Safeco Insurance              $8,700,000

            National Fire Insurance        8,700,000

            Travelers, as successor-
               in-interest to Reliance     5,300,000

            Travelers                      5,300,000

    (2) In the event that the mutual releases under the Settlement
        Agreement becomes effective, the Sureties will be deemed
        to have waived and released any and all other claims
        against the Debtors and their estates unrelated to the
        Surety Claims;

    (3) The Plan Proponents will file an appropriate modification
        of the Plan -- or include in any Modified Plan, as the
        case may be -- which will provide for treatment of the
        Allowed Secured Surety Claims in substantially the same
        manner as the Plan proposes to treat the Secured Bank
        Claims, and with pari passu participation in the same
        collateral that will secure the debt instruments to be
        issued under the Plan on account of the Secured Bank
        Claims.  In full and complete satisfaction of the Allowed
        Secured Surety Claims, the Sureties will receive:

        -- $22,764,000 in senior, secured term loans to be repaid
           under the Reorganized Federal-Mogul Secured Term Loan
           Agreement and related documents, but in any event on
           the same terms and conditions the holders of Bank
           Claims will receive under the Plan or the Modified
           Plan, as the case may be; and

        -- $5,236,000 in "Junior Secured PIK Notes" to be repaid
           under the Reorganized Federal-Mogul Junior Secured PIK
           Notes and related documents, but in any event on the
           same terms and conditions the holders of Bank Claims
           will receive under the Plan;

    (4) On the Effective Date of the Plan or Modified Plan, the
        rights of the Plan Proponents, or any of them, to commence
        and pursue the Avoidance Litigation or the Valuation
        Proceedings will be deemed waived and released, and the
        releases by certain of the Plan Proponents in favor of the
        Sureties as provided in the Settlement Agreement will take
        effect;

    (5) The definitions of "Protected Party" and "Released Party"
        under the Plan and the Modified Plan will be amended to
        include each of the Sureties to afford them the same
        protections as the Administrative Agent and the holders of
        the Bank Claims by virtue of the releases and injunctions
        contained in the Plan, provided that the addition will not
        jeopardize the confirmability of the Plan or a Modified
        Plan.  In the event any party-in-interest objects to the
        confirmation of the Plan based on the inclusion, the Plan
        Proponents have the right to further amend the Plan or
        omit the inclusion; and

    (6) With respect to the Allowed Secured Surety Claims, each of
        the Sureties agrees to:

        -- vote its Allowed Secured Surety Claim to accept the
           Plan or any Modified Plan;

        -- support the Plan or any Modified Plan;

        -- not vote in favor of or support any Alternative Plan,
           so long as the Plan or a Modified Plan is pending; and

        -- waive any objection to confirmation of the Plan or a
           Modified Plan.

    In the event the Plan Proponents propose and seek confirmation
    of an Alternative Plan, the Settlement Agreement requires that
    the Sureties be offered the same treatment, proportionally,
    for the Surety Claims as is proposed for the Bank Claims under
    the Alternative Plan.  If the Sureties accept the proposed
    treatment, the treatment provisions with respect to the Plan
    or Modified Plan will apply with certain modifications:

    (1) The Surety Claims will be allowed as Secured Claims to the
        same extent that the Bank Claims are allowed as Secured
        Claims;

    (2) The form of consideration offered to holders of the Bank
        Claims offered to the Sureties will be proportionate to
        the value provided to holders of Bank Claims based on the
        amount of Bank Claims and Surety Claims;

    (3) The Sureties will be provided waivers of Avoidance
        Litigation, Valuation Proceedings and releases if the
        waivers and releases are also provided to holders of Bank
        Claims; and

    (4) To the extent an Alternative Plan provides for releases
        and injunctions in favor of Protected Parties and Released
        Parties and those Parties include holders of Bank Claims,
        the Sureties will be included within the protections,
        subject to the right of the Plan Proponents to delete the
        Sureties from the provisions to obtain confirmation of the
        Plan.

D. Attorneys' Fees and Costs

    The Sureties' claims against the Debtors' estates for
    attorneys' fees and cost reimbursement will fall into two
    categories under the Settlement Agreement:

    (1) fees and expenses not covered by provisions of the Final
        DIP Order, which is $1.1 million, to be applied by the
        Sureties to fees and expenses not yet reimbursed under the
        Final DIP Order as of the date of the Bond Draw; and

    (2) fees and expenses covered by the Final DIP Order from the
        Petition Date through March 31, 2005 -- projected -- and
        from and after April 1, 2005, with the imposition of a
        $10,000 per month fee cap on the amount of reimbursable
        fees and expenses going forward.

E. Bond Premiums Proration

    Subject to the Final Order approving the CCR Settlement, the
    Settlement Agreement provides that the Bond renewal premium
    for 2005 paid or payable by the Debtors to National Fire
    Insurance and Safeco Insurance will be prorated from the
    period from January 1, 2005, through the Bond Draw date.

    The Settlement Agreement provides that the Bond renewal
    premiums for 2005 paid or payable by the Debtors to CNA and
    Safeco will be prorated for the period January 1, 2005,
    through the date of the Bond Draw.  CNA and Safeco have agreed
    to promptly refund my excess premiums to the Debtors following
    the date of the Bond Draw.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/--is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion. The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.

At Dec. 31, 2004, Federal-Mogul's balance sheet showed a
$1.925 billion stockholders' deficit.  (Federal-Mogul Bankruptcy
News, Issue No. 74; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOSTER WHEELER: Woodside Wants to Take Part in Australian Project
-----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWHLF) reported that its Australian
subsidiary Foster Wheeler (WA) Pty Ltd., in a joint venture with
WorleyParsons Services Pty Ltd., has received a letter of intent
from Woodside Energy Ltd. for the engineering, procurement and
construction management (EPCm) contract for the proposed LNG Phase
V project to be built at Karratha (approximately 1100 km north of
Perth), Western Australia.  Signature of the contract is subject
to approval of the project by the North West Shelf Venture
participants.  Approval is expected during the first half of 2005.
The value of the joint venture booking is currently confidential
and the booking will be recorded when the investment is
authorized.

"We are delighted to receive the letter of intent from Woodside
for this major contract," said Steve Davies, chairman and chief
executive officer of Foster Wheeler Energy Limited.  "We will
combine our ability to execute and manage complex world-scale
projects and our proven EPC LNG liquefaction experience, together
with WorleyParsons' project execution track record and intimate
knowledge of the existing Karratha LNG complex, to deliver a safe,
successful, high-quality facility."

This Phase V expansion project, which has an investment cost of
around US$1.58 billion, comprises the addition of a fifth train of
LNG production, with a capacity of 4.2 million tonnes a year of
LNG, to the existing LNG complex at Karratha.  The complex
originally started up in 1989.  The Foster Wheeler/WorleyParsons
joint venture will be responsible for engineering the new plant,
procurement and management of equipment supply, fabrication and
construction.  In addition to train 5, the contract calls for the
provision of an additional fractionation unit, acid gas recovery
unit, boil-off gas compressor, two new gas turbine power
generation units, a second loading berth and a new fuel gas system
compressor.  The facility is expected to start up in the fourth
quarter of 2008.

The six equal North West Shelf Venture participants in the LNG
Phase V Project are:

   * Woodside Energy Ltd. (16.67%) (Operator);
   * BHP Billiton (North West Shelf) Pty Ltd (16.67%);
   * BP Developments Australia Pty Ltd (16.67%);
   * ChevronTexaco Australia Pty Ltd (16.67%);
   * Japan Australia LNG (MIMI) Pty Ltd (16.67%); and
   * Shell Development (Australia) Proprietary Limited (16.67%).

CNOOC NWS Private Limited is also a member of the North West Shelf
Venture but does not have an interest in North West Shelf Venture
infrastructure.

Foster Wheeler Ltd. -- http://www.fwc.com/--is a global company
offering, through its subsidiaries, a broad range of design,
engineering, construction, manufacturing, project development and
management, research and plant operation services.  Foster Wheeler
serves the refining, upstream oil and gas, LNG and gas-to-liquids,
petrochemicals, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries.  The corporation is based in Hamilton,
Bermuda, and its operational headquarters are in Clinton, New
Jersey, USA.

At September 24, 2004, Foster Wheeler's balance sheet showed a
$441,238,000 stockholders' deficit, compared to an $872,440,000
deficit at December 26, 2003.


FRATERNAL COMPOSITE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Fraternal Composite Service, Inc.
        169 Campbell Avenue
        Utica, New York 13502

Bankruptcy Case No.: 05-61438

Type of Business: The Debtor produces pictures of fraternities,
                  sororities and other organizations.
                  See http://www.fraternalcomposite.com/

Chapter 11 Petition Date: March 8, 2005

Court:  Northern District of New York (Utica)

Judge:  Chief Judge Stephen D. Gerling

Debtor's Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ LLP
                  Three City Square, Third Floor
                  Albany, New York 12207
                  Tel: (518) 465-2333

Total Assets: $0

Total Debts:  $1,473,086

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
MVP Healthcare                                 $57,834
PO Box 26864
New York, NY 10087-6864

Airborne Express                               $26,160
PO Box 91001
Seattle, WA 98111

Eastman Kodak Company                          $24,490
PO Box 642166
Pittsburgh, PA 15264-2166

FedEx                                          $24,126
PO Box 371461
Pittsburgh, PA 15250-7761

Utica Glass Company                            $13,311
725 Varick Street
PO Box 528
Utica, NY 13503-0528

Empire State Container, Inc.                   $12,649
151 Midler Park Drive
Syracuse, NY 13206

Centerprise Advisors                           $12,094
19 West 44th Street
New York, NY 10036

DHL Express                                     $9,959

Town of Whitestown Receiver of Taxes            $8,554

Niagara Mohawk                                  $7,977

Fleet Business Services-Rooney                  $7,090

Northland                                       $7,089

Pemcor, Inc.                                    $6,638

Hummel's Office Plus                            $4,393

Nortic, Inc.                                    $4,260

Creative Images                                 $4,029

Fuji Photo Film USA, Inc.                       $3,912

Fleet Business Services-Mulloy                  $3,765

Braden East Industrial Supply                   $3,378

Duplicate Envelope and Graph                    $2,611


GOODYEAR TIRE: Moody's Puts (P)Ba3 Rating on $1.5BB Sr. Sec. Loan
-----------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of
Goodyear Tire & Rubber Company and its European Joint Venture,
Goodyear Dunlop Tire Europe B.V., but raised the Speculative Grade
Liquidity rating to SGL-2 from SGL-3.  The rating outlook remains
negative.

The rating affirmation recognizes Moody's expectation that
Goodyear Tire's earnings prospects will strengthen through 2005 as
a result of the company's solid competitive business position and
improving market fundamentals.  Goodyear's key competitive
strengths include a leading global brand, broad geographic
diversification, a strong distribution system, and a portfolio of
new products that is receiving strong market acceptance.  In
addition, the proposed issuance of $3.35 billion of debt
refinancing will significantly extend the maturity profile of the
company's borrowings and improve liquidity.

Prior to this refunding, the company faced debt maturities of
$1.1 billion in 2005 and $2.3 billion in 2006.  Post refinancing,
debt maturities will be approximately $520 million in 2005 and
$350 million in 2006.  These maturities, as well as other cash
requirements, should be covered by cash from operations,
approximately $2.0 billion in cash and marketable securities, and
up to $1.0 billion of unused borrowing capacity under the proposed
committed revolving credit facility to the parent.  This liquidity
profile supports the improvement in the Speculative Grade
Liquidity rating to SGL-2 from SGL-3.

The assignment of the (P)Ba3 rating to the proposed first lien
revolver reflects the reduced portion of first lien debt at the
parent that will exist under the contemplated capital structure
(from approx. 21% of funded debt plus contingent letter of credit
reimbursement claims prior to the refinancing to approx. 9% on a
pro forma basis) and the resulting improvement in collateral
coverage afforded to the holders of these obligations.

Despite these operational and financial strengths, Goodyear Tire
continues to face significant challenges.  Over the longer-term
the company will remain burdened by high leverage and weak credit
metrics.  At year-end 2004, total adjusted debt stood at
approximately $7 billion consisting of $5.6 billion in balance
sheet debt and $1.4 billion in the present value of operating
leases.  In addition at year end 2003 there was approximately
$2.7 billion in unfunded pension liabilities.  On a pro forma
basis year-end total adjusted debt (ex-pension)/ EBITDAR would be
roughly 4 times, and EBIT coverage of interest was less than 2
times.

Moreover, the company faces increasing levels of required pension
plan contributions that will likely result in negative free cash
flow through 2006.  Over the near term, Goodyear continues to face
accounting challenges.  The outlook was kept negative to reflect
uncertainties and prospective delays associated with the company's
need to restate previous financial statements, a conclusion by its
auditors on internal control matters, and a lingering SEC
investigation.  These matters may be resolved in the near future,
whereupon the outlook will be revisited.

The Ratings assigned at Goodyear are:

  -- Goodyear Tire

     * $1,500,000,000 Senior Secured First Lien Revolving Credit,
       (P)Ba3

     * $1,200,000,000 Senior Secured Second Lien Term Loan, (P)B2

     * SGL to SGL-2 from SGL-3

The ratings affirmed at Goodyear were:

   * Senior secured first lien, B1

   * Senior secured second lien, B2

   * Senior Implied, B1

   * Senior Unsecured, B3

   * Issuer, B3

The ratings assigned at GDTE and certain of its subsidiaries are:

   * ?350,000,000 Senior Secured First Lien Revolving Credit,
     (P)B1

   * ?155,000,000 Senior Secured First Lien Term Loans, (P)B1

The ratings affirmed at GDTE and certain subsidiaries are:

   * Senior secured first lien, B1

The new facilities have maturities in April 2010, and will
refinance a number of current obligations at Goodyear Tire and
GDTE.  At the parent level these include $1.3 billion of senior
secured first lien asset backed facilities ($0.8 billion term loan
and $0.5 billion revolving credit maturing in 2006), $0.65 billion
second lien term loan within the current ABL structure and with a
current maturity in 2006, and $0.68 billion US Deposit Funded
Credit Facility with a current maturity in September 2007.

At GTDE and its subsidiaries the new accommodations refinance a
$400 million term loan and $250 million revolving credit, which
have an expiration date in April 2005.  Upon closing the new
transactions these parent and GDTE facilities will be repaid, and
their respective ratings will be withdrawn.

Goodyear Tire will report an annual profit for 2004, its first
since 2001.  Contributing factors include strengthened replacement
tire demand, cost savings achieved in its North American Tire
unit, higher plant utilization rates in its domestic operations,
improved mix of products, well received new product introductions,
higher price realizations which helped offset substantial cost
increases in raw materials and continued strong performance by its
international operations.  None the less, the company's balance
sheet debt increased to approximately $5.6 billion as it raised
additional capital to improve liquidity and lengthen its debt
structure while its recovery actions were given time to take hold.

Pro forma balance sheet debt to estimated EBITDA remains high at
just under 4 times. Leverage calculations including $0.5 billion
of letters of credit, off balance sheet leases and un-funded
pension obligations would be at higher multiples. EBIT margins
improved significantly from 2003, but coverage of interest remains
less than 2 times.  Notably, the company made progress in its cash
flow generation during 2004 but faces substantially higher
contributions to its pension plans in the coming years as well as
an anticipated increase in capital expenditures.

As a result, free cash flow going forward is expected to be weak,
and not facilitate any material reduction in leverage. Despite the
likelihood of weak cash flow, Goodyear Tire's revenues, margins
and earnings should show steady improvement.  Replacement tire
demand should return to a growth rate of between 2%-3% and further
improvements in operating efficiencies will help contain costs.
These positive factors should help mitigate higher raw material
costs going forward.  These operating trends in combination with
the improved liquidity afforded by the proposed refinancing,
support the affirmation of the B1 senior implied rating.

The new $1.5 billion revolving credit facility to the parent will
enjoy a first priority lien on the North American accounts
receivable, inventory, intellectual property, certain facilities,
and shareholdings in certain domestic and international
subsidiaries.  Its two tranches consist of a $1.0 billion
conventional revolver and a $0.5 billion deposit funded tranche
designed for both letters of credit and borrowings.

Utilization of the $1.0 billion revolving tranche will be limited
by a borrowing base computed at least monthly against the working
capital assets.  Unlike the previous ABL revolver, there will not
be an availability block.  At its closing, approximately $0.5
billion of letters of credit will be issued under the deposit
funded tranche, leaving, subject to the borrowing base,
approximately $1.0 billion of committed liquidity compared to
roughly $0.63 billion under previous arrangements.

The new $1.2 billion of second lien term loans to the parent will
have a junior security interest in the same collateral package as
the first lien revolver.  Proceeds will be used to retire the
existing $650 million second lien notes, and, combined with $250
million of existing cash, the current $800 million ABL first lien
term loan.  The term loan does not limit availability under the
borrowing base for the first lien facility.

The financing at GDTE essentially refinances an existing term loan
and revolver to the same collection of borrowers with the same
collateral and guarantee structure.  However, the mix between the
term loan and revolving commitment will be altered and the
facility's commitment level will be denominated in Euros rather
than dollars (borrowings continue to be available in multiple
currencies).

Lenders will have a first priority lien against the group's assets
and an unsecured guarantee from the parent and its North American
subsidiary guarantors.  GDTE continues as a profitable subsidiary,
is less levered than the consolidated organization and generates
free cash flow from operations prior to dividends paid to its
shareholders (Sumitomo Rubber holds a 25% interest).

The (P)Ba3 rating for the senior secured first lien revolver
reflects its priority claim on the more liquid current assets in
North America, the collection of tangible and intangible assets,
and certain shareholdings in subsidiaries.  Further, the borrowing
base involves advance rates and reserves as well as frequent
reporting and monitoring arrangements.  Expected usage beyond the
initial letter of credit requirements is moderate as working
capital requirements, capital expenditures and pension
contributions should be covered by internal cash generation and
existing cash.

Consequently, substantial collateral coverage results for the
first lien creditors under that facility.  Accordingly, it has
been assigned a rating one notch above senior implied.  However,
should utilization of the first lien commitments increase and
continue at higher levels for other than seasonal and business
expansion purposes, the rating may be lowered to match the senior
implied rating.  The rating above senior implied also reflects a
shift in funded parent indebtedness from first lien obligations to
second lien obligations which will increase to approximately 20%
of pro forma funded indebtedness and contingent reimbursement
claims under letters of credit.

The (P)B2-rated second lien term loans will have a junior claim
against the same collateral package as the first lien revolver,
but do not have continuing monitoring or control features.  Given
this lower priority and the higher proportion of debt capital,
which second lien obligations will represent, they have been
assigned a B2 rating.

While GDTE's facilities have a first lien position, the
receivables generated in France and Germany are not part of the
collateral package.  Consequently, the proportion of GDTE
collateral coming from inventory and property, plant and equipment
is higher than otherwise would be the case.  Certain subsidiaries
of GDTE have an account receivable securitization facility,
currently ?165 million, which will be consolidated on the balance
sheet, but is not a rated obligation.

Further, significant inter-company obligations and the continuing
need to distribute earnings to shareholders will tend to blur a
distinction of risk beyond that of the senior implied rating of
the consolidated group. Consequently a B1 rating has been assigned
to the GDTE facilities.

In aggregate, consolidated secured obligations (inclusive of
issued letters of credit under the first lien revolver) will
represent some 57% of the debt structure, even higher when
operating leases would be included in the calculation.  Unsecured
risk ratings, therefore, have been affirmed at B3 given their
ranking behind both first and second lien creditors.

The SGL-2 liquidity rating reflects the positive impact of the
proposed refinancing program of addressing near term maturities.
The SGL-2 rating also reflects substantial un-restricted cash
balances, enhanced revolver availability, and an improved
operating profile.  Applicable financial covenants for the
proposed borrowing facilities will be re-set in the new
facilities, but will no longer have a minimum net worth test.
Compliance under the covenants should be comfortably attained over
the next year.

Although Goodyear Tire continues to have sizable debt maturities
(e.g. E400 million in June 2005), and stepped-up pension
contributions, these needs should be comfortably covered by the
company's approximately $2.0 billion in cash and securities and
available commitments. Liquidity should also be supplemented
through two announced asset sales, which are expected to close in
the first half of 2005.

Goodyear Tire & Rubber Company, headquartered in Akron, Ohio, is
one of the world's leading manufacturers of tire and rubber
products with 2004 revenues of $18.4 billion.  The company
manufactures tires, engineered rubber products and chemicals in
more than 80 facilities in 28 countries and employs about 80,000
people.


HEADWATERS INC: S&P Upgrades Recovery Rating to '2' from '3'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its recovery ratings on
Headwaters Inc.'s revolving credit facility and first-lien term
loan to '2' from '3' and removed them from CreditWatch, where they
had been placed with positive implications on Feb. 18, 2005.

The revised rating indicates the likelihood of substantial
recovery -- 80% to 100% -- in a default scenario, compared with
the prospect of meaningful recovery, or 50% to 80%, under a '3'
rating.

At the same time, Standard & Poor's affirmed all its other
ratings, including the 'B+' corporate credit rating, on South
Jordan, Utah-based Headwaters and revised the outlook to positive
from stable.

"These rating actions follow Headwaters' issuance of common equity
and use of net proceeds of more than $190 million to pay off
debt," said Standard & Poor's credit analyst Cynthia Werneth.

This should reduce total debt (which equaled $960 million at
Dec. 31, 2004, including capitalized operating leases) to EBITDA
to the mid- to upper-3x range.  The company used $50 million of
the equity proceeds to reduce its second-lien bank debt and the
remainder to reduce its first-lien bank debt.  With a lighter debt
burden, free cash generation should be stronger, positioning the
company to further improve its financial profile and potentially
merit slightly higher ratings within the next few years.

Despite the company's improving financial profile, its ratings
continue to reflect significant business and financial risks,
including its relatively recent entry into the building materials
industry, acquisition integration challenges, cyclical demand for
its products, and some customer concentration.

The company has an aggressive acquisition strategy to diversify
away from its alternative energy business, whose prospects are
uncertain.  Acquisitions completed in 2004 doubled Headwaters'
revenues to a pro forma level of nearly $900 million.  These
factors overshadow Headwaters' strengths, including its favorable
position within selected niche businesses, healthy operating
margins, moderate capital spending requirements, and demonstrated
willingness to issue equity to help fund growth.

Headwaters is engaged in three lines of business: building
materials, alternative energy, and coal combustion products--
primarily fly ash that it purchases under long-term contracts from
utilities and sells to concrete manufacturers as a substitute for
cement.


HORIZON NATURAL: Wants Court to Halt Administrative Claims Payment
------------------------------------------------------------------
Orion Power MidWest, L.P., asks the U.S. Bankruptcy Court for the
Eastern District of Kentucky, Ashland Division, to restrict
payment of administrative expense claims in Horizon Natural
Resources Company and its affiliates' bankruptcy proceedings.
Orion also wants the Court to convert the cases to chapter 7 in
the event that the Debtors won't be able to pay all administrative
claims in full.

Pursuant to Horizon's confirmed Third Amended Joint Liquidating
Plan, there is a $20 million cushion in funds over projected
administrative claims.  Horizon allocated $30 to $40 million
available for distribution to administrative claim holders.
However, it turned out that the estimate is way below the real
amount of administrative claims filed.  Among the largest
administrative claims were filed by:

      Company                                          Claim
      -------                                          -----
      Zurich                                     $44,744,067
      Orion Power                                $12,784,816
      Kentucky Land and Exploration              $10,000,000
      Foundation American Coal Company LLC       $10,000,000
      Estate of Joseph D. Weddington Sr.         $10,000,000
      Morgan Joseph & Co.                        $ 7,400,000
      International Coal Group Inc/Jones Day     $ 2,800,000
      United Mine Workers of America             $    23,257

Orion stresses that the Debtors are in danger of administrative
insolvency based on inaccurate projections of available cash and
total administrative claims.

Orion urges the Court to restrict administrative claim payments
until the aggregate liability has been determined.  The
restriction will ensure that all claimants will at least be paid
something on a pro rata basis.

Headquartered in Ashland, Kentucky, Horizon Natural Resources
f/k/a AEI Resources Holding, is one of the United States' largest
producers of steam (bituminous) coal.  The Company filed for
chapter 11 protection on February 28, 2002 (Bankr. E.D. Ky. Case
No. 02-14261).  Ronald E. Gold, Esq., at Frost Brown Todd LLC,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed over
$100 million in total assets and total debts.


HUFFY CORP: Stull Stull & Brody Commences Class Action
------------------------------------------------------
A class action lawsuit was filed on March 4, 2005, in the United
States District Court for the Southern District of Ohio, on behalf
of all persons who purchased the publicly traded securities of
Huffy Corp. (Pink Sheets: HUFCQ.PK) between April 16, 2002 and
August 13, 2004, inclusive.

The Complaint alleges that Huffy violated federal securities laws
by issuing false or misleading public statements.  Specifically,
the Complaint alleges that:

   (1) Huffy's positive statements concerning its growth and
       long-term prospects were false and misleading because Huffy
       was experiencing problems integrating the McCalla and Gen-X
       acquisition;

   (2) Huffy's Canadian operations were engaged in improper
       accounting practices;

   (3) legacy costs associated with discontinued operations were
       continuing to mount; and

   (4) Huffy's financial condition was dramatically eroding such
       that it was approaching insolvency.

On August 13, 2004, Huffy disclosed that, in the course of its
review of its financial statements for the first quarter of 2004,
it had determined that certain accounting entries, estimated in
the range of $3.5 to $5.0 million and related primarily to
customer deductions, credits and reserves for inventory valuation
and doubtful account receivables for Huffy Sports Canada (formerly
known as Gen-X Sports), were more properly reflected in the period
ended December 31, 2003, rather than in the first quarter of 2004.
In response to this announcement, the price of Huffy common stock
declined from a close of $0.58 per share on August 13, 2004, to
close at $0.35 per share on August 14, 2004.  Then, on Aug. 16,
2004, Huffy was being delisted from the New York Stock Exchange.
Finally, on October 20, 2004, filed for bankruptcy.

If you acquired Huffy securities between April 16, 2002, and
August 13, 2004, you may, no later than March 25, 2005, request
the Court appoint you as lead plaintiff.  A lead plaintiff is a
representative party that acts on behalf of other class members in
directing the litigation.  In order to be appointed lead
plaintiff, the Court must determine that the class member's claim
is typical of the claims of other class members, and that the
class member will adequately represent the class.  Under certain
circumstances, one or more class members may together serve as
"lead plaintiff."  Your ability to share in any recovery is not,
however, affected by the decision whether or not to serve as a
lead plaintiff.  You may retain Stull, Stull & Brody, or other
counsel of your choice, to serve as your counsel in this action.
Stull, Stull & Brody has litigated many class actions for
violations of securities laws in federal courts over the past
30 years and has obtained court approval of substantial
settlements on numerous occasions.  Stull, Stull & Brody maintains
offices in both New York and Los Angeles.

If you wish to discuss this action or have any questions
concerning this notice or your rights or interests with respect to
these matters, contact:

               Tzivia Brody, Esq.
               Stull, Stull & Brody
               Toll-free: 1-800-337-4983
               E-mail: SSBNY@aol.com
               Fax: 212/490-2022

               -- or by writing to --

               Stull, Stull & Brody
               6 East 45th Street
               New York, NY 10017

You can also visit our Web site at http://www.ssbny.com/

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


IMPAC CMB: Moody's Holds Low-B Ratings on Cert. Classes E & F
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of five classes of IMPAC CMB Trust
1998-C1, Collateralized Mortgage Bonds.

Moody's rating actions are:

   * Class A-1B, $90,004,985, Fixed, affirmed at Aaa

   * Class A-2, $3,672,594, Floating, affirmed at Aaa

   * Class B, $15,889,000, Fixed, affirmed at Aaa

   * Class C, $19,066,000, Fixed, upgraded to Aaa from Aa1

   * Class D, $20,655,000, Fixed, upgraded to Aa3 from A2

   * Class E, $ 4,767,000, Fixed, upgraded to A2 from Baa1

   * Class F, $18,271,000, Fixed, affirmed at Ba2

   * Class G, $11,122,000, Fixed, affirmed at B2

As of the February 22, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 38.8%
to $194.6 million from $317.8 million at closing.  The
Certificates are collateralized by 114 loans secured by commercial
and multifamily properties.  The loan exposures range in size from
less than 1.0% to 10.4% of the pool, with the top 10 loan
exposures representing 39.6% of the pool.  Three loans have been
liquidated from the trust, resulting in aggregate realized losses
of approximately $700,000.

There are 14 loans representing 14.9% of the pool in special
servicing.  The largest loan in special servicing is the Danis
Properties Portfolio Loan, discussed below.  Moody's has estimated
aggregate losses of approximately $4.7 million from all of the
specially serviced loans.  Fourteen loans, representing 6.9% of
the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2003 operating results for
97.4% of the performing loans and partial year 2004 operating
results for 94.5% of the performing loans.  Moody's weighted
average loan to value ratio is 79.3%, excluding the specially
serviced loans, compared to 81.7% at Moody's last full review in
December 2003 and 81.5% at securitization.  Based on Moody's
analysis, 14.9% of the pool has a LTV greater than 100.0%,
compared to 4.2% at last review and 3.0% at securitization.  The
upgrade of Classes C, D and E is due to increased credit support.

The top three loan groups represent 20.4% of the outstanding pool
balance.  The largest loan group is the Danis Properties Portfolio
Loans ($20.2 million - 10.4%), which consists of 10 cross
collateralized loans secured by 9 office, retail and industrial
properties as well as a corporate retreat center.  The portfolio
consists of six cross-collateralized fixed rate loans
($14.3 million), three cross-collateralized adjustable rate loans
($3.4 million), and one fixed rate loan ($2.5 million) that is not
cross-collateralized with any of the other loans.  The properties
are all located in Ohio and the portfolio totals 406,000 square
feet.

In January 2005, the portfolio was transferred to special
servicing due to imminent default.  The portfolio has experienced
a significant decline in performance, as evidenced by a current
occupancy of 50.0%, and has also been impacted by legal issues of
its sponsor.  The borrowing entities are affiliates of the Danis
Companies, a privately owned contracting firm based in Dayton,
Ohio.  A subsidiary of Danis was served with a $20 million
judgment and as a result a creditor has stepped in and assumed
control of the parent company.  The special servicer is evaluating
possible courses of action with regard to these loans.  Moody's
LTV is in excess of 100.0%, compared to 95.6% at last review and
82.9% at securitization.

The second largest loan group is the Ghidorzi Portfolio Loans
($11.1 million - 5.7%), which consists of three mortgage loans
secured by two office properties and one industrial property.  All
of the properties are located in Wausau, Wisconsin.  The
properties range in size from 52,000 to 259,000 square feet and
total 368,200 square feet.  Performance has been stable since
securitization.  Moody's LTV is 86.6%, compared to 89.5% at last
review and 90.6% at securitization.

The third largest loan is the Harvard Market Loan ($8.3 million
- 4.3%), which is secured by a 41,000 square foot retail property
located in Seattle, Washington.  The property is a condominium
interest in a 91,000 square foot mixed-use condominium project
that was built in 1997.  The property is currently 100.0%
occupied, essentially the same as at securitization.  Moody's LTV
is 85.2%, compared to 86.4% at last review and 92.2% at
securitization.

The pool collateral is a mix of retail (27.6%), office (24.9%),
multifamily (16.3%), mixed use (12.6%), industrial and self
storage (12.4%), lodging (4.7%) and healthcare (1.5%). The
collateral properties are located in 13 states.  The highest state
concentrations are California (45.5%), Ohio (11.9%), Texas
(10.5%), Arizona (7.3%) and Washington (7.0%).  Virtually all of
the properties located in California are located in the southern
portion of the state.  Approximately 98.1% of the loans are fixed
rate and 1.9% are adjustable rate.


INDYMAC HOME: Moody's Junks Series 2001-B Class BF Certificates
---------------------------------------------------------------
Moody's Investors Service has downgraded one certificate
previously issued by IndyMac Home Equity Mortgage Loan Asset
Backed Trust, Series SPMD 2001-B.  The securitization is backed by
subprime mortgage and manufactured housing loans that were
originated by IndyMac Bank F.S.B.

The subordinate certificate is being downgraded due to higher-
than-anticipated rates of default and severity of loss on the
loans backing the certificates.  The erosion of credit support and
continued pipeline of seriously delinquent loans will likely
contribute to ongoing weak performance.

The transaction has considerable lender-paid mortgage insurance,
which may reduce the severity of loss associated with many of the
riskier loans, including manufactured housing loans, which form a
component of the loan collateral.  The mortgage insurance may not,
however, fully insulate investors against the losses associated
with defaulted loans.

IndyMac Bank F.S.B., is servicing the transaction and Deutsche
Bank National Trust Company is the trustee.

Moody's complete rating actions are:

  -- Issuer: IndyMac Home Equity Mortgage Loan Asset Backed Trust

  -- Depositor: IndyMac ABS, Inc

     * Series 2001-B; Class BF, downgraded to Caa2 from B2


INT'L RECTIFIER: S&P Revises Outlook on Low-B Ratings to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and other ratings on International Rectifier
Corporation and revised the outlook to positive from stable,
recognizing improving operating profitability as the company
continues to enrich its product line.

"The ratings on IR reflect its moderate leverage and very
competitive market conditions, as well as its position as a
leading supplier of power semiconductors and good liquidity," said
Standard & Poor's credit analyst Bruce Hyman.

The company is a major supplier of power metal oxide
semiconductor field effect transistors -- MOSFETs, used across the
economy to enable low-power electronic devices to control
relatively large electrical currents.  The company's percentage
share of this commodity market is in the low teens.

IR has been expanding its presence in advanced power control
modules for automotive and motor control applications, and has
been developing integrated circuit power systems for laptops, cell
phones, and similar markets.

Nearly 70% of sales are now derived from proprietary products,
helping to offset the industry's general trend toward deflationary
price pressures.  The company intends to discontinue or divest
about $150 million in low-margin product lines over the next six
quarters, intending to raise gross margins by at 700 basis points
in the process.

Revenues in the December 2004 quarter were $299 million, down 4%
sequentially and up 18% year-over-year.  Still, order levels are
down 30% year-over-year as the industry moves through its current
downcycle, and revenues are likely to decline between 0% and 6% in
the March 2005 quarter.

EBITDA in the December quarter was $79 million, or 27% of sales,
compared with 20% in the year-earlier period.

Debt of $595 million is moderate for the rating, at about 2.2x
trailing 12-months' EBITDA, although leverage was twice as high
one year ago.  The company consistently has generated good cash
flows, supporting liquidity and offsetting the cash acquisitions
undertaken in 2002.  IR acquired a small business from ATMI, Inc.,
in the June 2004 quarter, and other small acquisitions are
possible.


INTERSTATE BAKERIES: D. Gianopolous Wants to Pursue Class Suit
--------------------------------------------------------------
Dennis Gianopolous, Mary K. Frost, and Lisa Drucker, individually,
as parents, and on behalf of all others similarly situated, ask
the U.S. Bankruptcy Court for the Western District of Missouri to
lift the automatic stay in the chapter 11 cases of Interstate
Bakeries Corporation and its debtor-affiliates.

The Gianopolous Plaintiffs are the named plaintiffs in a certified
and putative class action against Debtor Interstate Brands
Corporation pending in the Circuit Court of Cook County, Illinois.

Aron D. Robinson, Esq., in Chicago, Illinois, relates that the
Gianopolous action was commenced in 1998 after the Illinois
Department of Public Health shut down an Interstate Bakeries
production plant in Schiller Park, Illinois.  That plant
manufactured a variety of Hostess and other brand bakery products.
These products like Twinkies Ho-Ho's and cupcakes were distributed
throughout 22 states.  The plant was closed after the Health
Department discovered a pile of asbestos containing materials on
the floor of an open boiler and water tank room near the
production area of the plant.  Employees related that the lining
on a water tank was recently removed and the tank broken down.
This debris was carted past the ongoing production operations.
Tests on some of the products revealed asbestos fibers on the
product wrappers and within the product.

Interstate recalled products manufactured between the date of the
water tank work and the plant closure.  Because of the time that
passed between the sale of the products and the recall, a
substantial amount of the product was consumed or opened.  The
plaintiffs contend that Interstate offered a refund of the
purchase price only to consumers who returned unopened products to
the point of purchase.

According to Mr. Robinson, the Gianopolous complaint has raised
numerous theories of recovery including a variety of warranty
claims, consumer fraud, unjust enrichment and medical monitoring
claims.

The trial court has entertained substantial proceedings on the
case including motions to dismiss, amendment of the pleadings,
motions for class certification, and motions for summary judgment
on certain claims by both Interstate and Gianopolous and the
plaintiffs Class.  The parties have also engaged in substantial
discovery of documents and depositions of witnesses.

Mr. Robinson relates that the trial court originally certified a
Plaintiffs Class on all counts in the action.  Subsequently, the
court has granted motions to dismiss some of the claims, entered
summary judgment on other claims both for and against Interstate
and modified the Class that it has certified limiting it to the
express warranty claims and also allowing for the addition of
Class representatives as to some of the claims, but decertifying
the national Class and keeping the Illinois Class.

At the time of the bankruptcy petition date, the Gianopolous
Plaintiffs and the Class were in the process of filing motions
related to the scope of the Class and claims certified by the
trial court.  After rulings on those motions, Mr. Robinson says,
the Gianopolous Plaintiffs and the Class will be in a position to
renew their motion for summary judgment for the Class on the
breach of warranty claims.

"The trial court has conducted over six years of hotly contested
litigation, including voluminous motion practice and is very
familiar with the issues in the action," Mr. Robinson points out.

The Gianopolous Plaintiffs seek damages for the purchase price of
their products, which fell within the recall but for which they
were not compensated.  They also seek compensation for costs of
any necessary medical monitoring as a result of consuming product,
which may have contained asbestos fibers.

Based on the records produced by Interstate in the Gianopolous
action, the Gianopolous Plaintiffs estimate that over $4,250,000
in proceeds from the sales of the unmerchantable products remains
un-refunded and in the possession of Interstate.  "This amount is
prior to any pre-judgment interest.  Additionally, Interstate
itself has estimated that cost of the medical monitoring claims at
between $500 to $1,100 per individual per year."

The parties have completed sufficient fact discovery for the class
certification motion and for summary judgment motions.  Interstate
will ask to depose the new Class representative plaintiffs.
"After that is done and the scope of the Class is determined, the
parties again will, inter alia, proceed to summary judgment
raising the same issues as previously entertained, and granted in
part by the court which is intimately familiar with the legal and
factual issues involved," Mr. Robinson says.

In the event that a trial in necessary, it is possible that a
small amount of additional discovery may be needed.

Mr. Robinson asserts that the Gianopolous Plaintiffs' request
should be granted because:

    (a) the Gianopolous Plaintiffs will suffer substantial
        hardships if relief from the stay is not granted;

    (b) those hardships outweigh any prejudice to Interstate; and

    (c) the factors to be considered in determining whether to
        grant relief from a stay, i.e.:

        -- judicial economy,
        -- trial readiness,
        -- resolution of preliminary bankruptcy issues,
        -- the plaintiffs' chance of success on the merits, and
        -- the costs to Debtors and impacts on other creditors,

        all weigh in favor of granting the request.

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)


KCS ENERGY: Earns a Record $100,400,000 Net Income in 2004
----------------------------------------------------------
KCS Energy, Inc., (NYSE: KCS) reported financial and operating
results for the fourth quarter and year ended December 31, 2004.

James W. Christmas, Chairman and Chief Executive Officer, said,
"2004 was one of the most successful years in our history.  We
drilled a record 130 wells of which 126 were completed, resulting
in a 97% success rate. Our gross production increased 15% to 40
BCFE.  Net production, after production payment delivery
obligations that do not contribute to cash flow from operating
activities, increased 25% compared to 2003.  Proved natural gas
and oil reserves increased 22% to 328 BCFE as of December 31, 2004
compared to 268 BCFE at December 31, 2003.

"Net income in 2004 was a record $100.4 million, a 46% increase
over 2003, reflecting our successful drilling program and strong
natural gas and oil prices.  Cash flow before net changes in
assets and liabilities increased 65% to $134.9 million, also a
record, compared to $82.0 million in 2003."

Mr. Christmas continued, "In 2005, we plan to continue to execute
our strategies of focusing on low-risk development and
exploitation drilling in our core operating areas.  We will commit
approximately 15% to 20% of the capital budget to moderate-risk,
higher-potential exploration prospects primarily in the onshore
Gulf Coast region.  In connection with the recently announced
agreement to acquire properties in our core North Louisiana-East
Texas area, we increased our capital budget, exclusive of the
acquisition cost, from $170 million to $190 million and plan to
drill approximately 150 wells.  Approximately three fourths of the
capital will be allocated to the Mid-Continent region where we
will focus our drilling efforts in the Elm Grove, Joaquin,
Terryville, Talihina and Sawyer Canyon fields, and on the
properties being acquired.  In the Gulf Coast region, our drilling
will be focused primarily in the Coquat, La Reforma, West Mission
Valley, and O'Connor Ranch fields.

We believe that KCS will continue to build on the achievements in
2004 and, that with our multi-year drilling prospect inventory, we
are well-positioned to continue to increase production and
reserves in 2005 and beyond."

     Financial Highlights
     ($ thousands except per share)

                                    4th  Qtr. 2004            4th  Qtr. 2003
     Revenue and Other              $       64,921         $          40,984
     Operating Income               $       32,820         $          14,360
     Income Before Income Taxes     $       29,300         $           7,226
     Net Income                     $       47,675         $          15,708
     Diluted Earnings Per Share     $         0.96         $            0.35

                                      12 mos. 2004              12 mos. 2003
     Revenue and Other               $     217,289          $        164,827
     Operating Income                $     104,247          $         70,155
     Income Before Income Taxes      $      86,530          $         49,297
     Net Income                      $     100,435          $         68,592
     Diluted Earnings Per Share      $        2.03          $           1.61

     Note: The year ended December 31, 2004 includes a $13.9 million ($18.4
     million in the fourth quarter) income tax benefit related to the
reversal
     of the remainder of the Company's valuation allowance against net
     deferred income tax assets compared to a $20.2 million ($8.5 million in
     the fourth quarter) income tax benefit related to the reversal of a
     portion of the Company's valuation allowance against net deferred
income
     tax assets in 2003.

Income before income taxes and cumulative effect of accounting
change for 2004 increased 76% to $86.5 million, compared to
$49.3 million in 2003.  This increase was primarily attributable
to a 15% increase in natural gas and oil production (a 25%
increase in net production contributing to cash flow from
operating activities) and a 19% increase in natural gas and oil
prices.  This was partially offset by lower non-oil and gas
revenue, higher operating expenses, and a $3.7 million redemption
premium associated with the early redemption of the Company's
8-7/8% senior subordinated notes due in 2006.  Income tax benefit
for 2004 was $13.9 million, compared to $20.2 million in 2003 due
to changes in KCS' valuation allowance against its net deferred
tax asset.  In 2003, the Company recorded a cumulative effect of
$0.9 million, or a $0.02 loss per basic and diluted share, as a
result of the adoption of SFAS No. 143.  Income available to
common stockholders in 2004 was $100.4 million, or $2.06 per basic
share and $2.03 per diluted share, compared to $67.7 million, or
$1.71 per basic and $1.61 per diluted share in 2003.

Net income for the three months ended December 31, 2004 was a
record $47.7 million, compared to $15.7 million for the same
period a year ago.  Included in the 2004 three-month period is a
$18.4 million income tax benefit related to the reversal of the
remainder of the Company's valuation allowance against net
deferred income tax assets, compared to a $8.5 million non-cash
income tax benefit related to the reversal of a portion of the
Company's valuation allowance against net deferred income tax
assets in 2003.

   Record Drilling Program Increases Production and Reserves

In 2004, the Company drilled a record 130 new oil and gas wells.
Of these wells, 126 were completed for a 97% success ratio -- the
highest annual success ratio in the Company's history.  Thirty-one
of these wells were drilled in the fourth quarter of 2004, all of
which were successful.  The Company drilled 101 wells (98
successful) in the Mid-Continent region including 41 wells in the
Elm Grove Field, 25 wells in the Sawyer Canyon Field and nine
wells in the Joaquin Field.  In the Gulf Coast region, 29 wells
were drilled (28 successful).  Thirteen of the 29 Gulf Coast wells
were classified as exploration wells.

As a result of the successful drilling program, production
increased 15% to an average rate of 109.2 MMCFEPD for the year.
This compares with 95.2 MMCFEPD produced in 2003.  Net production,
after considering delivery obligations associated with the
production payment sold in 2001, increased by approximately 25%.
Production payment obligations will be completely fulfilled in
January 2006.  For the fourth quarter of 2004, production averaged
116.8 MMCFEPD.  This represents a 6% increase from prior quarter
production and a 12% increase from fourth quarter production in
2003.  Production for the first quarter of 2005 is expected to be
between 118 and 120 MMCFEPD.

Total proved oil and natural gas reserves at December 31, 2004,
audited by Netherland, Sewell & Associates, Inc., increased 22% to
328 BCFE, compared to 268 BCFE on December 31, 2003.  KCS added
90 BCFE proved reserves during 2004, almost entirely with the
drill bit.  In accordance with SEC requirements, proved reserves
were based on year-end 2004 spot market prices of $6.18 per MMBTU
for natural gas and $40.25 per barrel of oil.  Using these prices,
the pre-tax present value of the proved reserves discounted at 10%
(PV10) totaled $814 million, a 28% increase over the Dec. 31, 2003
PV10.  At year-end, 88% of the reserves were natural gas, 76% were
proved developed and approximately 84% of the reserves were on
properties operated by KCS.  The Company's reserve life index was
9.4 years based on 2004 net production.

Capital expenditures for the year totaled $167 million.  An
initial capital budget of $170 million had been established for
2005, and has been supplemented based on the Company's recently
announced acquisition agreement to $190 million, exclusive of the
acquisition cost.

For the year, lease operating expenses per MCFE were $0.72 and G&A
expenses per MCFE were $0.23 reflecting excellent cost control by
the Company's personnel.

"We believe that the organic growth in production and reserves
continues to demonstrate the quality of our drilling portfolio,"
said William N. Hahne, President and Chief Operating Officer.
"The combination of this drilling inventory, current commodity
prices and our cost structure should allow us to continue to build
value in 2005."

KCS Energy, Inc. -- http://www.kcsenergy.com/-- is an independent
energy company engaged in the acquisition, exploration,
development and production of natural gas and crude oil with
operations in the Mid-Continent and Gulf Coast regions.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2004,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to KCS Energy Inc. and its 'B-' rating to KCS's $150
million senior unsecured notes due 2012.

The outlook is stable.

"The ratings on KCS reflect the company's small geographically
concentrated reserve base and high financial leverage," said
Standard & Poor's credit analyst Brian Janiak.

"These significant weaknesses are somewhat tempered by the
company's significant percentage of company-operated properties
(78%) that require modest future development and its moderate
reserve life of about 9.6 years, which provides the company some
operational flexibility," added Mr. Janiak.

The stable outlook reflects Standard & Poor's expectations that
capital expenditures to further expand the company's reserves and
production will be primarily funded through cash flow generation
and minimal bank borrowings.  Any future acquisitions would be
financed through a balanced mix of equity and debt

Failure to adhere to moderate financial policies to expand its
reserves and production growth could warrant an outlook revision
and lower ratings.


KMART CORP: CFO Crowler to Assume Sears CFO Role After Merger
-------------------------------------------------------------
William C. Crowley, Kmart Holding Corp.'s Senior Vice-President,
Finance, will assume the additional responsibility of chief
financial officer of Sears Holdings Corporation upon the closing
of the merger.

Glenn R. Richter, Executive Vice-President and Chief Financial
Officer of Sears, Roebuck & Co., will leave the company upon
completion of the merger with Kmart to pursue other professional
opportunities.

Jesse Westbrook at Bloomberg News reports that Glenn Richter will
take on the Chief Financial Officer job at R.R. Donnelley & Sons
Co., the publisher of TV Guide and Sports Illustrated magazines,
beginning April 1, 2005.

Sears, Roebuck and Co. is a leading U.S. retailer of apparel, home
and automotive products and services, with annual revenue of
nearly $40 billion.  The company serves families across the
country through approximately 860 full-line department stores,
approximately 2,100 specialized retail locations, and a variety of
online offerings accessible through the company's Web site at
http://www.sears.com

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/--is the
nation's second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart intends to buy Sears, Roebuck & Co., for $11
billion to create the third-largest U.S. retailer, behind Wal-Mart
and Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  Kmart and Sears expect their merger to close early this
month.  (Kmart Bankruptcy News, Issue No. 90; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LANTIS EYEWEAR: Disclosure Hearing Scheduled for April 20
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on April 20, 2005, to consider the adequacy
of information contained in Lantis Eyewear Corp.'s First Amended
Disclosure Statement filed on March 3, 2005.

The Plan will establish a Creditor Trust on the Effective Date to
hold the Trust Assets for the benefit of Holders of Allowed
General Unsecured Claims pursuant to the terms of the Plan and the
Creditor Trust Agreement.  The Trust Assets consist of cash
proceeds from the Debtor's liquidated Contributable Assets and
Excluded Assets.

The Plan contemplates the appointment by the Official Committee of
Unsecured Creditors of a Creditor Trustee who will manage the
Creditor Trust and who will be authorized to pursue claims
belonging to the Debtor and its estate for the benefit of the
Holders of Allowed General Unsecured Claims.

Among the amendments found in the Disclosure Statement are:

   * the Plan is defined as a "reallocation plan" which means that
     the Debtor's secured creditor has agreed to reallocate and
     contribute at least $2 million of its claim to pay general
     unsecured creditors;

   * the Plan needs the Creditors' Committee's consent to the
     reallocation in order to be confirmed; and

   * allowed priority tax claims will be paid solely from the
     administrative and priority claims fund.

Headquartered in New York, Lantis Eyewear Corporation --
http://www.lantiseyewear.com/--is a leading designer, marketer
and distributor of sunglasses, optical frames and related eyewear
accessories throughout the United States.  The Company filed for
chapter 11 protection on May 25, 2004 (Bankr. S.D.N.Y. Case No.
04-13589).  Jeffrey M. Sponder, Esq., at Riker, Danzig, Scherer,
Hyland & Perretti LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $39,052,000 in total assets and $132,072,000 in total
debts.


LEVITZ HOME: Sharp Drop in Profitability Cues S&P to Junk Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
furniture retailer Levitz Home Furnishings Inc.  The corporate
credit rating was lowered to 'CCC' from 'B-'.  The outlook is
negative.

"The downgrade is based on the company's sharp decline in
profitability in the fiscal third quarter, which has narrowed its
liquidity position," explained Standard & Poor's credit analyst
Robert Lichtenstein.

"Levitz experienced sales pressure from the liquidation of
competitors going out of business, along with continued weakness
in the L.A. market," Mr. Lichtenstein added.

The ratings reflect Levitz' participation in the cyclical and
highly competitive and fragmented retail furniture industry, its
regional concentration, history of inefficient operations, poor
liquidity, and a very highly leveraged capital structure.  Levitz,
with about $1 billion in revenues, operates 135 stores in 11
states under the Levitz and Seaman's brand names.

The $70 billion home furnishings industry is highly competitive
and fragmented, and includes:

   -- independent furniture retailers,
   -- furniture chain retailers, and
   -- department stores.

The company is regionally concentrated in the New York (about 50%
of sales), Los Angeles, and San Francisco markets, leaving it
vulnerable to a decline in the regions' economies.  Moreover,
Raymour & Flanigan, a Liverpool, New York-based furniture chain,
expects to enter the New York City metropolitan market over the
next year, providing additional competition.


LTX CORP: S&P's Junk Sub. Debt Rating Slides to CCC from CCC+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Westwood, Massachusetts-based LTX Corporation to 'B-'
from 'B', and its subordinated debt rating to 'CCC' from 'CCC+',
based on expectations for lower earnings and cash flow for the
April 2005 quarter.  The outlook remains negative.

"The downgrade also reflects increasing concerns that the
company's use of cash will strain liquidity, in light of the
August 2006 maturity of $150 million," said Standard & Poor's
credit analyst Lucy Patricola.

Revenues have fallen 66% over the past two quarters, to $27
million, and the company has used $50 million in cash because of
committed inventory purchases placed earlier in the year.
Forecasts are for continued weak sales and additional
negative cash flow, eroding cash balances to a level equal to or
less than intermediate term debt maturities.

The ratings on LTX Corporation reflect:

   -- highly volatile sales and profitability;
   -- large, near-term maturities;
   -- substantial customer concentration; and
   -- a narrow product line.

These are only partially offset by the company's cash balances
and good technology.  LTX supplies leading edge semiconductor
automated test equipment (ATE) to semiconductor manufacturers.
Texas Instruments has accounted for 58% of sales for the past two
years.  The ATE market historically has represented only a
fraction of overall semiconductor spending, and remains a highly
volatile segment of the semiconductor capital equipment market.

Revenues continued to fall in the January quarter, slipping 37%
sequentially to $27 million, following a 46% decline in the
October quarter, on weak demand.  The company is well below its
breakeven sales levels of about $50 million, and EBITDA is about
$14 million negative for the January quarter.  Expectations are
for continued softness in the April quarter.


MIRANT CORP: Court Approves First Wraparound Agreement with PG&E
----------------------------------------------------------------
Prior to California's energy restructuring, the bulk of
California's energy generation, transmission, and distribution was
owned by three integrated utilities -- Pacific Gas & Electric
Company, Southern California Edison Company, and San Diego Gas and
Electric Company.

Eventually, as part of the California energy restructuring, the
Utilities were required to cede operational control of their
transmission grids to the California System Operation Corporation
and were encouraged by the California Public Utilities Commission
to sell much of their fossil fuel generation capability to
independent energy wholesalers like Mirant Delta LLC and Mirant
Potrero LLC.

The transfer of control of California's transmission grid to the
CAISO and the sale of generation assets to third-parties meant
that the Utilities could no longer balance energy supplies with
energy demand without cooperation from the CAISO and the new
owners of the generation plants previously owned by the Utilities.
The stability of the California electric grid could be affected if
imbalances arose between the demand -- customer load -- served by
the Utilities and the supply -- generation -- now owned by the
Utilities and the New Owners.  To cure the problem, the CAISO
entered into agreements with the Utilities and the New Owners
pursuant to which the CAISO could procure the energy needed to
maintain grid reliability at a pre-negotiated price.  The
agreements are known as "Reliability Must-Run" or RMR agreements.

Ian Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
explains that a typical RMR agreement requires the owner of an RMR
generating unit sell, on CAISO's request, energy to the CAISO
pursuant to rates that have been approved by the Federal Energy
Regulatory Commission.  The requirement to sell under the RMR
Agreement assures that the CAISO can meet grid reliability
standards by procuring energy from an RMR unit when necessary and
prevents an RMR owner from exercising any existing market power
for that energy by regulating the charged rate.

                          CAISO Tariff

The FERC-approved CAISO Tariff requires the utility serving load
-- retail customers -- in the area where the RMR unit is located
to pay the CAISO for energy purchased by the CAISO under an RMR
agreement.  The amounts are then paid by the CAISO to the RMR
owner pursuant to the applicable RMR agreement.

                    Debtors' RMR Agreements

Mr. Peck relates that in April 1999, Mirant Potrero purchased the
Potrero Power Plant located in San Francisco, California, from
PG&E.  Mirant Potrero assumed the existing RMR agreement
applicable to certain RMR units at the Potrero Power Plant in
connection with its purchase of the plant from PG&E.

Mirant Delta purchased two power plants, the Pittsburg Power Plant
located in Pittsburg, California, and the Contra Costa Power Plant
located in Antioch, California, also from PG&E in 1999.  In
connection with the purchase, Mirant Delta assumed two separate
RMR agreements between PG&E and the CAISO.  The first RMR
agreement to which Mirant Delta is a party covers certain RMR
units at the Pittsburg Power Plant and the second covers a certain
RMR units at the Contra Costa Power Plant.

PG&E is the Responsible Utility in respect of the RMR Agreements.
As a result, PG&E must reimburse the CAISO for any payments the
CAISO makes to Mirant Delta and Mirant Potrero under the RMR
Agreements.

Furthermore, the RMR Agreements permit Mirant Delta and Mirant
Potrero to operate under two pricing schemes known as "Condition
One" and "Condition Two".

                         Condition One

While operating under Condition One, Mirant Delta and Mirant
Potrero must sell power into the market at market rates for
reliability purposes when called upon by the CAISO and may sell
power at any other time to third-parties, also at market rates.
Mirant Delta and Mirant Potrero are also entitled to recover some
but not all of their annual fixed and variable costs from the
CAISO -- through the Responsible Utility -- while operating under
Condition One.  The Annual Costs are set by the FERC pursuant to
a rate filing which requires Mirant Delta and Mirant Potrero to
establish the amount of those costs.

                         Condition Two

Under Condition Two, Mirant Delta and Mirant Potrero are entitled
to recover all of their Annual Costs from the CAISO -- through
the Responsible Utility -- but can only run when called upon by
the CAISO and must credit back to the CAISO -- which are then
credited back to the Responsible Utility -- any revenues received
by making sales of energy into the market.

Mr. Peck states that under the CAISO Tariff, each October, Mirant
Delta and Mirant Potrero must elect to operate under either
Condition One or Condition Two for the next 12 months.  Under
current market conditions, Mirant Delta and Mirant Potrero are
more profitable if their generating units operate under Condition
Two.  Simply put, due to the low price of energy in today's
market, it is more profitable for Mirant Delta and Mirant Potrero
to operate under Condition Two for the entire year.

                   First Wraparound Agreement

On December 28, 2004, Mirant Delta and Mirant Potrero entered
into a power purchase and sale agreement with PG&E.  The First
Wraparound Agreement requires Mirant Delta and Mirant Potrero to
operate their generating units subject to the RMR Agreements
under the Condition One pricing scheme for the one-year term of
the First Wraparound Agreement, and provide PG&E with full
dispatch rights over those units. Mirant Delta and Mirant Potrero
will also pass through to PG&E any "Condition One" payments
received as a result of selling power into the market.  Mirant
Potrero also agreed to post security if unpaid sums owed to PG&E
under the First Wraparound Agreement exceed a credit threshold
established under the First Wraparound Agreement.

In exchange, PG&E will:

   (1) compensate Mirant Delta and Mirant Potrero as if these
       Debtors had elected to operate their RMR Units under
       Condition Two;

   (2) agree to set the Condition Two rates for 2005 at Mirant
       Delta and Mirant Potrero at settled amounts without the
       need for the Debtors to file and prosecute a rate filing
       at FERC; and

   (3) pay for any fuel used by the RMR Units to produce power
       dispatched by PG&E.

Mr. Peck relates that after extensive negotiations among the
parties, Mirant Delta and Mirant Potrero concludes that the
decision to enter into the First Wraparound Agreement is sound
and economically beneficial to the Debtors and their estates.

The First Wraparound Agreement provides significant benefits for
Mirant Delta and Mirant Potrero:

   * It requires PG&E to agree to established Condition Two rates
     for 2005 acceptable to the Debtors without the need for
     Mirant Delta and Mirant Potrero to prosecute a rate case at
     the FERC and thus guarantees those settled rates for all of
     2005.

   * By entering into the First Wraparound Agreement, Mirant
     Delta and Mirant Potrero will avoid the cost and uncertainty
     of prosecuting the 2005 Condition Two rate filing at the
     FERC.

The First Wraparound Agreement also provides benefits to PG&E.
Most importantly, because Mirant Delta and Mirant Potrero would
ordinarily have elected to operate under Condition Two absent the
First Wraparound Agreement -- as the Responsible Utility for the
Mirant Delta and Mirant Potrero plants-- PG&E would have to
reimburse the CAISO for the Condition Two rates the CAISO would
have to pay to the Debtors under the RMR Agreements.  The First
Wraparound Agreement allows PG&E to mitigate the payment of the
Condition Two costs by having the flexibility to dispatch the RMR
Units at times when the energy produced by Mirant Delta and
Mirant Potrero can be sold into the market at a profit.

At the Debtors' behest, the U.S. Bankruptcy Court for the Northern
District of Texas authorizes Mirant Delta and Mirant Potrero to
enter into and perform under the Wraparound Agreement with PG&E.
The Wraparound Agreement is filed under seal.

The automatic stay in the Debtors' Chapter 11 cases is modified
to the extent required for Mirant Delta and Mirant Potrero to
enter into and perform their obligations under the Wraparound
Agreement.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MORGAN STANLEY: Moody's Puts Ba1 Rating on $14.047M Class H Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of two classes of Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series
1997-ALIC:

   * Class C, $50,143,428, Fixed, affirmed at Aaa

   * Class X, Notional, affirmed at Aaa

   * Class D, $48,162,000, Fixed, upgraded to Aaa from Aa2

   * Class E, $20,067,000, Fixed, upgraded to Aa2 from A1

   * Class F, $44,148,000, Fixed, upgraded to A2 from Baa2

   * Class H, $14,047,000, Fixed, upgraded to Ba1 from Ba3

As of the February 15, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 68.4%
to $253.7 million from $802.7 million at securitization.  The
Certificates are collateralized by 12 loans secured by commercial
and multifamily properties.  The loans range in size from 2.3% to
28.2% of the pool.  Two loans have been liquidated from the pool
resulting in aggregate realized losses of approximately $10.4
million.  Currently there are no loans in special servicing and
there are no delinquent loans.

Moody's was provided with year-end 2003 operating results and
partial year 2004 operating results for 100.0% and 60.0% of the
pool, respectively.  Moody's weighted average loan to value ratio
is 80.5%, compared to 82.6% at Moody's last full review in March
2003 and 84.0% at securitization.  The upgrade of Classes D, E, F
and H is due to increased subordination levels and stable pool
performance.

The top three loans represent 56.5% of the outstanding pool
balance.  The largest loan in the pool is the Poughkeepsie
Galleria Loan ($71.7 million - 28.2%), which is secured by a
1.1 million square foot super regional shopping center located in
Poughkeepsie, New York.  The center is anchored by J.C. Penney,
Filene's, Sears, Target and Best Buy.  The center was 97.0% leased
as of November 2004, essentially the same as at last review.  The
loan has amortized by approximately 26.5% since securitization.
Moody's LTV is 53.9%, compared to 60.9% at last review and 73.6%
at securitization.

The second largest loan in the pool is the Glenpointe Centre West
Loan ($37.5 million - 14.8%), which is secured by a 330,000 square
foot Class A office building located in Teaneck, New Jersey.  The
property is part of a mixed-use complex consisting of office,
hotel and retail use.  The property is 97.0% leased compared to
93.0% at last review.  Major tenants include Price Waterhouse
Coopers (21.0% GLA, lease expiration February 2009), EISAI Corp.
(parent EISAI Co. Ltd - Moody's long term issuer rating A1; 15.0%
GLA, lease expiration February 2007) and Univision Television
Group, Inc. (Moody's senior unsecured rating Baa2; 14.0% GLA,
lease expiration July 2012).  The loan has amortized by
approximately 18.5% since securitization.  Moody's LTV is 62.5%,
compared to 75.5% at last review and 94.9% at securitization.

The third largest loan in the pool is the Court Plaza Loan
($34.5 million - 13.5%), which is secured by a 325,000 square foot
two building office complex located in Hackensack, New Jersey.
The property's performance has been impacted by a major decline in
occupancy since securitization.  In March 2001, a tenant occupying
approximately 50.0% of the premises vacated at lease expiration.
As of year-end 2003 the property was 58.0% leased.  It is reported
that the borrower is negotiating several new leases.  Moody's LTV
is in excess of 100.0%, the same as at last review.

The pool's collateral is a mix of office (50.6%), retail (35.0%)
and lodging (14.4%). The collateral properties are located in
seven states with 92.5% of the properties located in five states.
The highest state concentrations are New Jersey (28.2%), New York
(28.2%), Michigan (14.4%), California (13.8%) and Kansas (7.9%).
All of the loans are fixed rate.


MSW ENERGY: Posts $97M Combined Net Income for Year Ended 09-2004
-----------------------------------------------------------------
MSW Energy Holdings LLC and MSW Energy Holdings II LLC disclosed
financial information to certain lenders on a non-confidential
basis.

The information presents the results for the last twelve months
ended September 30, 2004, for American Ref-Fuel Company LLC -- ARC
LLC, a wholly owned subsidiary of Ref-Fuel Holdings LLC, which is
owned 49.8% by MSW Energy Holdings LLC and 50% by MSW Energy
Holdings II LLC.

Due to the acquisition of ARC LLC by MSW Energy Holdings LLC and
MSW Energy Holdings II LLC, completed on December 12, 2003, the
assets and liabilities of ARC LLC reflect the effects of this
change in ownership and the new owners' basis in the net assets
and liabilities acquired.

As a result, the data in the following table for the period from
January 1, 2003 through December 12, 2003 and the nine months
ended September 30, 2003, reflect the results prior to the change
in bases (labeled as Predecessor).  The data in the following
table for the period from December 12, 2003 through December 31,
2003 and the nine months ended September 30, 2004 reflect the
results subsequent to the push-down adjustments related to the
change in basis.

The results for the twelve months ended September 30, 2004
represent the addition of the period from January 1, 2003 through
December 12, 2003, plus the period from December 12, 2003 through
December 31, 2003, plus the nine months ended September 30, 2004,
less the nine months ended September 30, 2003.

                     Results of Operations
                          In Millions

      Predecessor/
                                                                  Successor
                               Predecessor         Successor      Combined
                            ------------------------------------------------
                                       Period | Period
                                        from  | from
                                      January | December
                              Nine       1,   |   12,     Nine
                             Months     2003  |  2003    Months
                              Ended    through| through   Ended      LTM
                            September December|December September September
                               30,       12,  |   31,      30,       30,
                              2003      2003  |  2003     2004      2004
                              ----      ----  |  ----     ----      ----
                                        |
      Statement of                            |
       Operations Data:                       |
      Total net revenues      $ 348    $ 444  | $  25     $ 324      $ 445
      Operating and other                     |
       expenses                 146      182  |     8       149        193
      Depreciation and                        |
       amortization              44       56  |     3        51         66
      General and                             |
       administrative                         |
       expenses                  34       42  |     2        31         41
      Loss on retirements         2        2  |     -         1          1
                            ------------------------------------------------
         Operating income       122      162  |    12        92        144
      Interest income             2        3  |     -         2          3
      Interest expense          (48)     (59) |    (3)      (36)       (50)
      Loss on early                           |
       extinguishment of                      |
       debt                      (3)      (3) |     -         -          -
                            ------------------------------------------------
         Net income           $  73    $ 103  | $   9     $  58      $  97
                            ================================================
                                              |
      Net income              $  73    $ 103  | $   9     $  58      $  97
      Add back:                               |
         Interest income          2        3  |     -         2          3
         Interest expense       (48)     (59) |    (3)      (36)       (50)
         Loss on early                        |
          extinguishment of                   |
          debt                   (3)      (3) |     -         -          -
                            ------------------------------------------------
      Operating income          122      162  |    12        92        144
      Depreciation and                        |
       amortization              44       56  |     3        51         66
      Loss on asset                           |
       retirements                2        2  |     -         1          1
                            ------------------------------------------------
         EBITDA               $ 168    $ 220  | $  15     $ 144      $ 211
      Amortization of long                    |
       term waste contracts      (6)      (7) |     -        (5)        (6)
      Amortization of                         |
       deferred revenue          (1)      (1) |     -         -          -
      Amortization of                         |
       energy contracts          21       27  |     3        45         54
      Energy contract                         |
       levelization              11       15  |     1        17         22
      Amortization of lease      (4)      (5) |     -        (3)        (4)
                            ------------------------------------------------
      Total fair value                        |
       adjustment                             |
       amortization and                       |
       revenue levelization                   |
       adjustments               21       29  |     4        54         66
                            ------------------------------------------------
         Adjusted EBITDA      $ 189    $ 249  | $  19     $ 198      $ 277
                            ================================================


                                                                Predecessor/
                                                                  Successor
                               Predecessor         Successor      Combined
                            ------------------------------------------------
                                       Period | Period
                                        from  |  from
                                      January |December
                              Nine       1,   |   12,     Nine
                             Months     2003  |  2003    Months
                              Ended    through| through   Ended     LTM
                            September December|December September September
                               30,       12,  |   31,      30,       30,
                              2003      2003  |  2003     2004      2004
                            --------- --------|-------- --------- ----------
                                              |
      Reconciliation of                       |
       Adjusted EBITDA to                     |
       cash provided by                       |
       operating Activities                   |
      Adjusted EBITDA         $ 189    $ 249  | $  19     $ 198      $ 277
      Less other expense,                     |
       net                        -        -  |     -         -          -
      Amortization of debt                (4) |    (0)      (13)       (17)
      Interest expense          (48)     (59) |    (3)      (36)       (50)
      Interest income             2        3  |     -         2          3
      Interest on loss                        |
       contracts                  1        2  |     -         -          1
      Changes in assets and                   |
       liabilities                            |                      -
      Account receivable,                     |
       net                        1       (6) |     3        (1)        (5)
      Prepaid expenses &                      |
       other current assets      (2)      (6) |     3         -         (1)
      Other long-assets          (5)      (3) |     1        (5)        (2)
      Accts payable & other                   |
       current liabilities      (19)     (21) |     2         3          3
      Accrued interest                        |
       payable                   11        7  |    (8)        9         (3)
      Other long-term                         |
       liabilities                4        7  |    (1)        1          3
                            ------------------------------------------------
      Cash provided by                        |
       operating activities   $ 134    $ 169  | $  16     $ 158      $ 209
                            ================================================


               Comparison of the Combined Results
                  Year Ended December 31, 2003
                              and
            Twelve Months Ended September 30, 2004

Total Net Revenues

Total net revenues were $445 million for the twelve months ended
September 30, 2004 a decrease of $24 million from the year ended
December 31, 2003.  The decrease in net revenues resulted from
increases in the amortization of intangible contract assets as a
result of the revaluation of the Company on December 12, 2003
($30 million).  These decreases in revenues offset increases in
waste revenues of $5.3 million attributable to an increase in
waste processed at the facilities, increases of $5.7 million in
other revenue attributable to the metals pricing increases and an
increase in steam sales in the amount of $2.3 million from the
year ended December 31, 2003.  There was a decrease in the power
revenue of $1.4 million as a result of a major turbine overhaul
which occurred in the second quarter of 2004. The expiration of an
ash reuse marketing arrangement in the first quarter of 2004,
decreased revenues by $4.1 million, as compared to the December
31, 2003 period.

Expenses

Operating and other expenses were $193 million for the twelve
months ended September 30, 2004, as compared with the year ended
December 31, 2003 of $190 million.  The most significant factors
contributing to the $3 million increase were increased facility
maintenance expenses performed during scheduled outages, which
accounted for a $1.7 million increase and the cost of materials
which increased by $1.8 million. Host fees increased by
$1.1 million as the Company began operations in a new cell of its
landfill, and external engineering consulting increased by
$0.4 million.  These increases were partially offset by a
$2.5 million decrease in ash disposal expense due to the
expiration of an ash reuse marketing arrangement in the first
quarter of 2004 and a $0.6 million decrease in landfill expense on
decreased landfill volumes.

Depreciation and amortization of $66 million for the twelve months
ended September 30, 2004, increased $7 million from the year ended
December 31, 2003.  This increase resulted from the revaluation of
the Company's assets as of December 12, 2003, which increased the
net property, plant and equipment value by approximately
$280 million.  As a result of this increase in value, there was a
significant increase in the annual depreciation expense.

General and administrative expenses were $41 million for the
twelve months ended September 30, 2004 a decrease of $3 million or
7% from the year ended December 31, 2003. The decrease was due to
a decrease of $1.8 million in severance costs, a decrease of
$1.5 million in long-term compensation expense, a $0.3 million
decrease in bad debt expense and $0.3 million decrease in office
rental expense.

These decreases were partially offset by a $0.4 million increase
in miscellaneous general and employee expenses.

Interest Income

Interest income was flat at $3 million for the twelve months ended
September 30, 2004 and for the year ended December 31, 2003.

Interest Expense

Interest expense was $50 million for the twelve months ended
September 30, 2004, a decrease of $12 million or 19% from the year
ended December 31, 2003.  The reduction in interest expense
resulted from the amortization of the debt premium, which resulted
from the revaluation of the Company's debt as of Dec. 12, 2003.

Loss on Early Extinguishment of Debt

Loss on early extinguishments of debt decreases by $3 million for
the twelve months ended September 30, 2004, as compared to the
year ended December 31, 2003, as the Company expensed
approximately $3 million of deferred financing costs associated
with the refinancing of debt during the first quarter of 2003.

MSW Energy owns a 49.8% interest in Ref-Fuel Holdings LLC. Ref-
Fuel Holdings owns 100% of American Ref-Fuel Company LLC. American
Ref-Fuel Company is an owner and operator of six waste-to-energy
facilities and related businesses in the United States. MSW Energy
and MSW Energy Finance Co., Inc., its wholly owned subsidiary,
issued the Old Notes on June 25, 2003 to finance MSW Energy's
acquisition of its 49.8% interest in Ref-Fuel Holdings.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Moody's Investors Service placed the ratings of:

   * American Ref-Fuel Company LLC (ARC, Baa2 senior secured
     notes);

   * MSW Energy Holdings LLC and MSW Energy Finance Co. LLC (MSW
     Energy, Ba1 senior secured notes);

   * MSW Energy Holdings II LLC and MSW Energy Finance II LLC (MSW
     Energy II, Ba2 senior secured notes)

on review for possible downgrade.

Also on review for possible downgrade are certain ARC related
resource recovery bonds issued by the Connecticut Resources
Recovery Authority, rated Baa2; and the Delaware Valley Industrial
Development Authority, rated Baa3.

The Connecticut bond issues are supported by a guarantee from ARC
and the Delaware Valley bond issue is supported by a guarantee of
lease payments by ARC. Moody's placed the ratings of Covanta
Energy Corporation (Caa1 senior secured notes and B3 Senior
Implied) on review for possible upgrade.

The rating review actions are prompted by Moody's announcement
that Covanta intends to acquire American Ref-Fuel Holdings Corp.
for $740 million in cash plus the assumption of debt.  Covanta
intends to finance the acquisition partially with a common stock
rights offering by Covanta's parent, Danielson Holding
Corporation.  The debt portion of the financing is expected to be
issued as part of an overall refinancing of Covanta's outstanding
debt and letter of credit facilities.

The review of the ratings of ARC, MSW Energy, and MSW Energy II
for possible downgrade takes into account their purchase by a
company with a lower credit rating and considers the substantial
difference in credit quality between these three subsidiaries and
the new owner, Covanta, which emerged from bankruptcy less than
one year ago, on March 10, 2004.

The review will consider the extent to which Covanta may institute
ring-fencing like provisions between itself and the three
subsidiaries; the incentives that Covanta may have to upstream
dividends to support its own operations; and the degree to which
the subsidiaries are insulated from potential problems at the new
parent company.  The review will also consider the consolidated
credit quality of the combined company following the acquisition,
its plans for deleveraging over the next several years, and its
business plans and overall strategy going forward.  The review
could result in multiple notch downgrades of the ratings of ARC,
MSW Energy, and MSW Energy II.

The review of Covanta's ratings for possible upgrade considers the
diversification of Covanta's revenue sources with six additional
waste-to-energy facilities; greater operating cash flow at the
subsidiary level that may be available to service Covanta's debt;
the company's increased scale and scope of operations in the
waste-to-energy industry; and the costs savings and economies of
scale that Covanta expects to generate through the acquisition.

The review will also consider the structure of the acquisition
financing; the potentially more favorable terms of Covanta's debt
obligations following the anticipated refinancing of its currently
outstanding debt; and the extent to which the Company's
consolidated credit metrics will improve following the
acquisition.  The review will likely result in a convergence of
the credit ratings of Covanta and its newly acquired subsidiaries.

Ratings under review for possible downgrade include:

   -- American Ref-Fuel Company LLC's Baa2 senior secured debt;

   -- MSW Energy Holdings LLC's Ba1 senior secured debt;

   -- MSW Energy Holdings II LLC's Ba2 senior secured debt;

   -- $30.0 million Connecticut Resources Recovery Authority
      Corporate Credit Resource Recovery Bonds (American Ref-Fuel
      Company of Southeastern Connecticut Project) at Baa2;

   -- $13.5 million Connecticut Resources Recovery Authority
      Corporate Credit Resource Recovery Bonds (American Ref-Fuel
      Company LLC, I Series A and II Series A) at Baa2;

   -- $172.4 million Delaware County Industrial Development
      Authority Revenue Refunding Bonds Series A 1997 at Baa3.

Ratings under review for possible upgrade include:

   -- Covanta Energy Corporation's Caa1 senior secured debt, Caa1
      Issuer rating, and B3 Senior Implied rating.

American Ref-Fuel Company LLC, headquartered in Montvale, New
Jersey, is an owner and operator of six waste-to-energy companies
in the northeastern United States.  It is 50% owned by MSW Energy
Holdings LLC and MSW Energy Holdings II LLC.

Covanta Energy Corporation, headquartered in Fairfield, New
Jersey, is an energy company with operations in waste-to-energy,
independent power production, and water and wastewater.  Parent
company Danielson Holding Corporation, headquartered in Chicago,
Illinois, has operations in insurance and marine services in
addition to Covanta.

As previously reported, Standard & Poor's Ratings Services
assigned its preliminary 'BB-' rating to the proposed $225 million
senior secured notes due 2010 issued by MSW Energy Holdings II LLC
and co-issued by MSW Energy Finance Co. II LLC.

The outlook is stable.


NASH FINCH: Moody's Puts B3 Rating on $150MM Senior Sub. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the $150 million
convertible subordinated note issue of Nash Finch and Company and
affirmed existing ratings.  The outlook remains stable.

The rating assigned are:

   * $150 million senior convertible subordinated notes at B3.

The ratings affirmed are:

   * Senior implied rating at B1;

   * Senior secured $125 million revolving credit facility
     maturing in 2009 at B1;

   * Senior secured $175 million term loan maturing in 2010 at B1,

   * Senior unsecured issuer rating at B2.

The $150 million senior convertible notes, combined with an
approximately $70 million draw on Nash Finch's existing bank
credit facility, will provide the financing for the $220 million
acquisition of two distribution centers and two retail locations
from Roundy's, Inc.  The B3 rating of the senior convertible notes
considers the unfavorable positioning of the notes in the capital
structure and the lack of any put feature for the first 8 years of
the issue, resulting in an instrument that is equity-like, hence
the two-notch differential from the B1 senior implied rating.

Nash Finch's ratings are based on its position as a leading food
distributor in the U.S. with a well-diversified business model
consisting of distribution, military distribution, and retail
segments; its history of generating moderate amounts of free cash
flow resulting in free cash flow to debt metrics in the 14% range;
a solid balance sheet coupled with a steady shift away from the
volatile retail segment into the more stable wholesale and
military markets.

The ratings also consider the fiercely competitive supermarket and
grocery segment, which is undergoing a Wal-Mart driven
transformation, which could potentially negatively impact Nash
Finch on both the distribution and retail fronts, however, Nash
Finch benefits from its geographic concentration in the upper
Midwest, which is not as of yet a core growth market for Wal-Mart
Supercenters.  A key ratings driver is Moody's expectation that
the pending Roundy's transaction will require only modest
integration.

The stable outlook is based on Nash Finch's continued shift away
from the more volatile retail segment into the more stable
wholesale and military markets, a trend that this acquisition
continues.  Positive rating pressure could emanate from Nash Finch
flawlessly integrating this acquisition, continuing to demonstrate
that it is able to remain competitive in this volatile segment of
retail, and sustaining its ability to generate strong levels of
free cash flow to reduce debt.

Quantitatively, if Nash Finch is able to maintain adjusted free
cash flow to adjusted debt levels of 12.5% and EBITDA margins of
3.5%, an upgrade to Ba3 is possible.  Conversely, if there are
issues integrating the Roundy's transaction, or if Nash Finch is
unable to remain competitive in all of its market segments,
downward rating pressure would result.  Quantitatively, if
adjusted free cash flow to adjusted debt were to fall below 9%, or
if EBITDA margins were to slip below 2.8%, a downgrade to B2 would
be likely.

Nash Finch and Company, headquartered in Edina, Minnesota, is a
leading grocery distributor to retailers and military commissaries
and operates 85 retail stores in the upper Midwest and Great
Plains regions of the United States.  Revenue for the 12 months
ended October 2004 was approximately $4 billion.


NASH FINCH: S&P Puts B- Rating on $290 Million Senior Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Nash Finch Company's proposed $290 million senior subordinated
convertible notes due 2035.

The notes will be issued under Rule 144A with registration rights.
Proceeds, in addition to borrowings under the company's bank
facility, will be used to purchase two distribution centers and
two supermarkets from Roundy's Inc. for $225 million.

Existing ratings on Nash Finch, including the 'B+' corporate
credit rating, were affirmed.  The outlook is positive.

The proposed convertible notes will be issued at a price
significantly below the principal amount at maturity. For the
first eight years only, a 3% cash interest will be paid
semiannually.  Afterwards, there will be no cash interest and the
note will begin to accrue at an annual rate of 3% until
maturity.  Nash Finch anticipates receiving around $150 million in
proceeds from this note issuance.

As we stated in a bulletin published on Feb. 24, 2005, the
acquisitions from Roundy's will have no impact on current ratings.
Pro forma credit metrics are expected to remain in line with the
current rating level, with lease-adjusted debt to EBITDA
increasing to 3.4x from 2.5x as of Jan. 1, 2005.

Standard & Poor's also anticipates that the integration will go
smoothly, given that the acquired distribution centers will fit
well with Nash Finch's current network.  There is limited overlap
with the company's existing geographic coverage, and the
acquisition will enable Nash Finch to expand its merchandising
categories.

"The ratings on Minneapolis, Minnesota-based Nash Finch reflect
the company's relatively small scale in the highly competitive
food wholesaling and supermarket industries, as well as its weak
retail operating performance over the past several years," said
Standard & Poor's credit analyst Stella Kapur.

"Given the difficulty of competing on price with larger companies,
Nash Finch must continue to improve operating efficiencies and
service levels," Ms. Kapur added.


NATIONAL ENERGY: Court Okays ET Subsidiaries' Disclosure Statement
------------------------------------------------------------------
On March 4, 2005, the Honorable Paul G. Mannes of the U.S.
Bankruptcy Court for the District of Maryland, Greenbelt Division,
approved the Disclosure Statement explaining the Amended Joint
Liquidation Plan filed by six affiliates of National Energy & Gas
Transmission, Inc.:

    -- NEGT Energy Trading Holdings Corporation;
    -- NEGT Energy Trading - Gas Corporation;
    -- NEGT ET Investments Corporation;
    -- NEGT Energy Trading - Power L.P.,
    -- Quantum Ventures, and
    -- Energy Services Ventures, Inc.

Judge Mannes found that the Disclosure Statement contains
"adequate information" within the meaning of Section 1125 of the
Bankruptcy Code.

The Plan contemplates the complete liquidation of the ET Debtors'
assets and distribution of all proceeds.  The ET Debtors are in
the process of winding down their operations and, to the extent
possible, settling remaining claims and contracts.  Under the
Liquidation Plan, each of the existing boards of directors of the
several ET Debtors will be reconstituted to be a two-person board
comprised of one director appointed by the Official Committee of
Unsecured Creditors for the ET Debtors and one director appointed
by the ET Debtors' stockholder.

Significant revisions in the Amended Liquidation Plan filed on
March 3, 2005, includes the change in the Debtors' estimates of
allowed claims in:

   (1) Class 7 -- General Unsecured Claims against Energy
       Services Ventures -- from $23 million to $20 million, and
       a rise to 9% approximate percentage recovery based on the
       estimates from 7% set in the original Plan; and

   (2) Class 8 -- General Unsecured Claims against Quantum
       Ventures -- from $6.4 million to $2.5 million.

Additionally, the Amended Plan delineates further the provisions
relating to the release, indemnification, abandonment, and
settlement of claims.

The ET Debtors may make any non-material modifications to the Plan
at any time before the Effective Date.

A full-text copy of the First Amended Joint Liquidation Plan is
available for free at:

    http://bankrupt.com/misc/ETDebtors_1st_Amended_Plan.pdf

A full-text copy of the First Amended Disclosure Statement is
available for free at:

    http://bankrupt.com/misc/ETDebtors_1st_Amended_Disclosure_Statement.pdf

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.


NATIONAL ENERGY: Hearing to Confirm ET Debtors' Plan on April 13
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Greenbelt
Division, will convene a hearing at 10:30 a.m. on April 13, 2005,
to discuss the merits of the Amended Joint Liquidation Plan filed
by six affiliates of National Energy & Gas Transmission, Inc.:

   -- NEGT Energy Trading Holdings Corporation,
   -- NEGT Energy Trading - Gas Corporation,
   -- NEGT ET Investments Corporation,
   -- NEGT Energy Trading - Power L.P.,
   -- NEGT Energy Services Ventures, Inc., and
   -- Quantum Ventures

Any objections to confirmation of the Plan must be filed and
served by 4:00 p.m., on April 5, 2005.

Ballots containing votes to accept or reject the Plan must be
received by Bankruptcy Services LLC, the ET Debtors' balloting
agent, no later than 4:00 p.m., on April 13, 2005.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.


NETWORK INSTALLATION: Names J. Hultman as Chief Executive Officer
-----------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) appoints
former Pac Tel Cellular CEO Jeffrey Hultman as its new Chief
Executive Officer.

Network Installation Chairman Michael Novielli stated, "Over the
past two years, Network Installation has made tremendous progress
evolving from a development stage venture into a full fledged
enterprise with a robust pipeline. We believe the Company is now
positioned for accelerated revenue growth and consequently
requires the moxie of a seasoned veteran to achieve such critical
mass.  Given Jeff's remarkable track record spearheading not one,
but two successful wireless communications companies during his
career, we could not have chosen a more capable individual."  He
added, "Additionally, we have nothing but extreme gratitude for an
entrepreneur such as Michael Cummings, who steered us from our
early stages to the favorable position we find ourselves today."

Incoming Network Installation CEO Jeffrey Hultman added, "This is
a rare opportunity to join a highly seasoned professional team
with a business that is poised to expand very rapidly.  I now know
how Joe Torre felt when he took over the New York Yankees.  I
intend to apply knowledge gained from my past experiences growing
communications businesses, to achieve yet another success with
Network Installation."

Michael Cummings commented, "I am very proud of our
accomplishments over the past two years.  As the Company's largest
shareholder, I will continue to offer my assistance to Jeff and
the rest of the management team.  We have always acted in the best
interest our shareholders, and bringing in an operator who has the
experience to navigate us through a period of expected rapid
growth, is certainly a testament to that." He added, "It has also
been a fantastic experience working these past two years with our
venture investors at Dutchess Capital Management.  They were truly
instrumental in assisting in all facets of Network Installation's
growth as a business and a public company.  I am looking forward
to a bright future for our Company."

Mr. Hultman was also appointed a member of the Company's Board of
Directors.  Mr. Cummings will retain his position as a Director.

From 1987 to 1991, Jeff Hultman served as CEO of Pac Tel Cellular
where he managed Pac Tel cellular properties in the United States
and oversaw operations and business development, which included
over 2,500 employees in Atlanta, Detroit, Los Angeles, Oakland,
Sacramento, San Diego, and San Francisco.  During his tenure as
CEO, revenues increased from $100 million to over $1 billion in
three years.  He directed Pac Tel's successful efforts to win the
West Germany and United Kingdom PCS licenses over a dozen other
applicants on the strength of a superior business plan and
detailed technical system design for both countries.  Pac Tel
Cellular later became AirTouch Cellular, and is now Verizon
Wireless in the U.S. and Vodafone overseas.

In 1991, Mr. Hultman became CEO of Dial Page, Inc., a wireless
provider throughout the Southeast, offering paging and digital
mobile telephone services.  While at Dial Page, he expanded the
paging operations throughout seven states by multiple acquisitions
and internal growth and achieved a cumulative growth rate in
paging of 20% per year, increasing pagers in service from 148,000
to 360,000.  He managed over 450 employees and achieved revenues
of over $75 million with 38% margins and average revenue per pager
of $21, approximately double the industry.  Ultimately, Mr.
Hultman converted a series of limited partnerships into a
corporation and took Dial Page public leading four successful
public offerings which raised over $50 million in public and
private equity sales, $650 million through public sale and private
placement of high yield debt.  In August 1995, he successfully
negotiated the sale of the paging business to MobileMedia
Communication, Inc., and a merger of subsidiary Dial Call with
Nextel Communications, Inc., in February 1996.  Combined value of
these two transactions was in excess of $1 billion.  Mr. Hultman
attained his Bachelor of Science Degree in Agricultural Economics
in 1961 and Master of Science Degree, in Business Management in
1962, at the University of California, Davis.  He currently serves
a director on the board of several organizations including Comarco
Inc., an Irvine, California-based wireless performance engineering
company.

Network Installation Corp. --
http://www.networkinstallationcorp.net/-- provides communications
solutions to the Fortune 1000, Government Agencies,
Municipalities, K-12 and Universities and Multiple Property
Owners.  These solutions include the design, installation and
deployment of data, voice and video networks as well as wireless
networks including Wi-Fi and Wi-Max applications and integrated
telecommunications solutions including Voice over Internet
Protocol applications.  At September 30, 2004, Network
Installation's balance sheet showed a $213,146 equity deficit.


NORTEM NV: To Cancel Debentures & Warrants in Exchange for Cash
---------------------------------------------------------------
Nortem N.V. (Nasdaq:MTCH), formerly Metron Technology N.V., agreed
with:

   * the holders of the 8% Convertible Debentures due
     Feb. 15, 2007 issued by Nortem,

   * the warrants to purchase Nortem common shares issued in
     connection with the 8% Debentures,

   * the 6.5% Convertible Debentures due June 16, 2008 issued by
     Nortem, and

   * the warrants to purchase Nortem common shares issued in
     connection with the 6.5% Debentures,

that the 8% Debentures, the 6.5% Debentures, the 2003 Warrants and
the 2004 Warrants will be cancelled in exchange for a cash payment
by Nortem equal to $4.65 for each share of Nortem common stock
into which those debentures and warrants were convertible.

The holders of the 8% Debentures, the 6.5% Debentures, the 2003
Warrants, and the 2004 Warrants will not receive any other payment
in connection with Nortem's liquidating distributions in respect
of such debentures and warrants.

Nortem N.V. f/k/a Metron Technology N.V. used to outsource
solutions to the semiconductor industry.  Metron was focused on
delivering outsourcing alternatives to semiconductor device
manufacturers, original equipment manufacturers and suppliers of
production materials.  The Company used to provide semiconductor
device manufacturers with an alternative for outsourcing non-core,
critical functions of the wafer fabrication facility.  The company
is now being liquidated.

Nortem was delisted from The Nasdaq National Market on
March 4, 2005, because it was not currently engaged in active
business operations, and therefore constitutes a "public shell"
company pursuant to Marketplace Rules 4300, 4330(a)(3) and
4450(f).


OPTEUM MORTGAGE: Moody's Puts Ba1 Rating on $5.218MM M-10 Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by Opteum Mortgage Acceptance Corp., in its
Series 2005-1 transaction, and ratings ranging from Aa1 to Ba1 to
the subordinate certificates in the deal.

The securitization is backed by Opteum Financial Services, LLC
(Previously Home Star Mortgage Services, LLC) originated
adjustable-rate (73.96%) and fixed-rate (26.04%) mortgage loans.
The pool consists of Alt-A mortgage loans, subprime mortgage loans
and second-liens.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization (OC), and excess spread.

Opteum Financial Services will service the loans while Cenlar FSB
and Option One Mortgage Corporation will act as the subservicers.
Wells Fargo Bank will act as master servicer.  Moody's has
assigned Option One its top servicer quality rating (SQ1) as a
primary servicer of subprime loans.  Cenlar is not rated by
Moody's.

The complete rating actions are:

     * A-1A; $321,811,800; Aaa
     * A-1B; $35,756,900; Aaa
     * A-2; $151,201,500; Aaa
     * A-3; $127,992,000; Aaa
     * A-4; $78,375,200; Aaa
     * M-1; $18,059,000; Aa1
     * M-2; $14,046,000; Aa2
     * M-3; $8,829,000; Aa3
     * M-4; $7,224,000; A1
     * M-5; $6,421,000; A2
     * M-6; $6,421,000; A3
     * M-7; $5,618,000; Baa1
     * M-8; $4,816,000; Baa2
     * M-9; $4,816,000; Baa3
     * M-10; $5,218,000; Ba1


OWENS CORNING: Ohio Fire Marshal Objects to Hebron Property Sale
----------------------------------------------------------------
The Ohio State Fire Marshal objects to the proposed sale of Owens
Corning's property in Hebron, Ohio, to River Valley Stone Co. for
$825,000.

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Owens Corning and its debtor-affiliates own a 7.38-acre land and
an 81,106-square feet facility at 341 O'Neill Drive, Licking
County in Hebron, Ohio.  The Debtors acquired the facility as part
of its purchase of Fiber-Lite Corporation in 1995.  The Debtors
used the property at which it manufactured insulation for
appliances and other applications.  The facility was closed in
late 2002 as a result of the consolidation of the Debtors'
operations.

The Debtors sought and obtained the authority of the U.S.
Bankruptcy Court for the District of Delaware to sell the Property
to Golden Property Management LLC for $1,015,000, which amount
exceeded the appraised value of the Property.  However, the sale
was not consummated.

River Valley Stone Co. made an initial offer to purchase the
Property for $775,000.  After further negotiations with Owens
Corning, River Valley increased its offer to $825,000.  No other
offers have been made on the Property.  Given the current
condition of the facility, and because the Agreement requires
River Valley to incur costs to inspect the environmental condition
of the Property, the Debtors believe that the proposed sales price
of $825,000 is fair and reasonable.

The Ohio State Fire Marshal is the state agency that regulates
Underground Storage Tanks through the Bureau of Underground
Storage Tank Regulation.  The Ohio State Fire Marshal objects to
the sale of the Hebron Property to the extent Owens Corning
intends to release or extinguish its state or federal
environmental obligations or liability as former owner or operator
of the Hebron Property.

Timothy J. Kern, the State of Ohio Assistant Attorney General,
Environmental Enforcement Section, argues that Owens Corning is
liable under Sections 3737.88 and 3737.882 of the Ohio Revised
Code and its promulgated rules and regulations as a former owner
and operator of underground storage tanks on a site that is being
transferred to a new purchaser.  Owens Corning should perform all
closure and corrective action activities in regards to the
underground storage tanks.

Pursuant to Section 363(f) the Bankruptcy Code, a debtor may sell
property "free and clear of any interest in such property of an
entity other than the estate" if one of these conditions is
satisfied:

   (a) Applicable non-bankruptcy law permits sale of property
       free and clear of that interest;

   (b) The entity consents;

   (c) The interest is a lien and the price at which that
       property is to be sold is greater than the aggregate value
       of all liens on such property;

   (d) The interest is in bona fide dispute; or

   (e) The entity could be compelled, in a legal or equitable
       proceeding to accept a money satisfaction of that
       interest.

None of the conditions are satisfied, Mr. Kern argues.

Mr. Kern also points out that applicable non-bankruptcy law does
not permit the sale of property free and clear of the
environmental liabilities that are imposed and remain with a
former owner or operator of the property.

Mr. Kern notes that in MidAtlantic National Bank v. New Jersey
Department of Environmental Protection, 474 U.S. 494, 106 S. Ct.
755; 88 L. Ed. 2d 859 (1986), the U.S. Supreme Court held that
the bankruptcy laws did not authorize a trustee in bankruptcy to
abandon property in contravention of state laws or regulations
that are reasonably designed to protect the public's health or
safety.  In light of the Supreme Court's holding in MidAtlantic,
it would not be an equitable exercise of the Bankruptcy Court's
power to extinguish environmental liabilities in contravention of
state laws or regulations that are reasonably designed to protect
the public health and safety.

Thus, the Ohio State Fire Marshal asks the Court to deny Owens
Corning's request to sell the Hebron site, free and clear of all
liens, claims and encumbrances.  Alternatively, the Court should
provide in any order approving the sale that the transaction does
not extinguish Owens Corning's obligation or liability under
applicable state or federal environmental laws with regards to
the property.

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)


PASEO VERDE: Robert C. Lepome Approved as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave Paseo
Verde Village Center LLC permission to employ the Law Offices of
Robert C. Lepome as its general bankruptcy counsel.

Robert C. Lepome will:

   a) institute, prosecute or defend any lawsuits, adversary
      proceedings and contested matters arising out of the
      Debtor's bankruptcy proceeding in which it may be a party;

   b) assist the Debtor in recovery and obtaining necessary
      Court approval for recovery and liquidation of estate
      assets, and to assist in protecting and preserving those
      assets whenever necessary;

   c) assist the Debtor in determining the priorities and
      status of claims and assist in filing objections whenever
      necessary;

   d) assist the Debtor in preparation of a disclosure statement
      and plan of reorganization;

   e) assist the Debtor in applying for the employment of
      professionals that may become necessary in its chapter 11
      case; and

   f) perform all other legal services for the Debtor which may be
      become necessary in its bankruptcy proceeding.

Robert C. Lepome, Esq., is the lead attorney for the Debtor.
Mr. Lepome discloses that his Firm received a $10,839 retainer.

Mr. Lepome reports his Firm's professionals bill:

             Designation        Hourly Rate
             -----------        -----------
             Counsel               $350
             Associates            $150
             Law Clerks             $75
             Paralegals             $50

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

Headquartered in Saint George, Utah, Paseo Verde Village Center
LLC is a real estate developer.  The Debtor filed for chapter 11
protection on Jan. 27, 2005 (Bankr. D. Nev. Case No. 05-10522).
When the Debtor filed for protection from its creditors, it listed
total assets of $6,500,500 and total debts of $5,777,813.


RECOTON CORP: Court OKs Mediation to Resolve 34 Avoidance Actions
-----------------------------------------------------------------
Mark Stickel, the liquidating Trustee of Recoton Corporation and
its debtor-affiliates, sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to resolve
34 adversary proceedings through mediation.  Mr. Stickel
originally identified 110 entities that received preferences or
avoidable transfers.

The Trustee believes that mediation can provide a fair, expedient
and cost-effective framework to resolve the adversary proceedings.

The time and place of the mediation process will be announced by
May 31, 2005, at Manhattan or Nassau County.

Recoton Corporation is a global leader in the development and
marketing of consumer electronic accessories, audio products and
gaming products.  The Company, along with its affiliates, filed
for chapter 11 protection (Bankr. S.D.N.Y. Case No. 03-12180) on
April 8, 2003.  Kristopher M. Hansen, Esq., and Lawrence M.
Handelsman, Esq., at Stroock & Stroock & Lavan, assist the Debtors
in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $233,649,054 in total
assets and $234,605,283 in total debts.  The Debtors' Liquidating
Plan became effective on May 21, 2004.  Mark Stickel was appointed
Liquidating Trustee.


REMY INT'L: Moody's Junks $150MM Senior Unsecured Sub. Notes
------------------------------------------------------------
Moody's Investors Service took various rating actions with regard
to Remy International, Inc.  These rating actions incorporated
Remy International's persistently high debt and leverage levels,
in combination with the company's proposed use of cash plus
revolving credit availability to finance the acquisition of
substantially all of the assets and the assumption of certain
liabilities of Unit Parts Company -- UPC.

The rating outlook for these rating actions is stable.

   * Downgrade to B2, from B1 of the rating for Remy
     International's $125 million of guaranteed second-priority
     senior secured floating rate notes due April 2009;

   * Downgrade to B3, from B2 of the rating for Remy
     International's $145 million 8.625% guaranteed senior
     unsecured notes due December 2007;

   * Downgrade to Caa1, from B3, of the rating for Remy
     International's $150 million of guaranteed senior unsecured
     subordinated notes due April 2012;

   * Downgrade to Caa1, from B3, of the rating for Remy
     International's $165 million of 11% guaranteed senior
     subordinated global notes due May 2009;

   * Downgrade to B2, from B1, of the senior implied rating for
     Remy International;

   * Confirmation of the B3 senior unsecured issuer rating for
     Remy International

Per the terms of the proposed purchase agreement, Remy
International will pay approximately $55 million in aggregate cash
consideration upon closing the acquisition of UPC, will
potentially be obligated to pay additional consideration to the
sellers per the terms of a contingent earn out agreement (based
upon four-years of EBITDA performance of the combined electrical
aftermarket business), and will assume contracts with a few retail
customers to buy back certain inventories over time.

Moody's had previously expected Remy International to utilize the
funds generated from restructuring savings, higher productivity,
and the sale of its powertrain business for debt reduction, with
the objective of improving all-in total debt/EBITDAR leverage
below 5.0x by the end of 2004 (which ratio includes the present
value of operating leases, usage under accounts receivables
securitizations, letters of credit and other off-balance sheet
obligations as debt).

However, this measure of Remy International's leverage continues
to hover near 6.0x due to the fact that the company has instead
been reinvesting much of the incremental cash generated to support
the acquisition of UPC, the increased costs and capital investment
associated with organic revenue growth, and rising commodity costs
for oil and to a lesser extent steel.  Moody's notably does not
expect Remy International to generate positive free cash flow
until 2006.

Moody's additionally observes that projected results over the
near-to-intermediate term are highly reliant upon the realization
of synergies by the combined company through improvements to
purchasing, manufacturing, and other operating practices.  In
Moody's opinion, the achievement of these synergies entails a
significant degree of execution risk.  While EBIT coverage of
interest is expected to continue hovering near 1.5x, any
unanticipated business disruptions (such as materially declining
vehicle production levels, delayed launches, lost contracts, or
raw materials sourcing concerns) could cause this critical measure
of the company's debt service ability to deteriorate.

UPC's aftermarket business is more highly focused on product
distribution through large automotive retailers, whereas Remy
International's traditional aftermarket business has been more
balanced between retailers and wholesale distributors.  Moody's
believes that an increased emphasis by the combined company on the
retail sector could result in greater pressure on Remy
International's pricing and margins, and also drive the need over
time for the company to more aggressively enter into unproven and
potentially risky pay-on-scan inventory arrangements with several
large retailers.

The ratings more favorably continue to reflect Remy
International's good liquidity and enhanced borrowing base, which
will incorporate assets of UPC.  The borrowing base will thereby
support a $25 million step-up of the level of available asset-
based revolving credit commitments to $145 million.  While
leverage has continued to be high, the aftermarket component of
its business has enabled Remy International's credit protection
metrics to remain relatively stable versus those of peers.

Remy International continues to maintain strong market positions
in a consolidating industry, will meaningfully improve the breadth
of its product line and customer base within the aftermarket as a
result of the UPC acquisition, has been steadily winning new
original equipment contracts for high-value-added products, and
expects to improve capacity utilization through an increased
revenue base and realization of substantial synergies relating to
the combination of UPC with Remy International's core operations.

Remy International's business diversity and cost structure are
being further enhanced by actions that moved manufacturing
operations out of unionized US-based plants and into lower-cost
countries such as Mexico, Korea, and China. Cost savings from
previous restructuring and consolidation programs are on track to
generate annualized cost reductions of $30 million or more.

Remy International's longer-term business prospects will most
likely be enhanced by the series of initiatives in progress to
generate value-added organic growth, maximize the benefits
realized as a result of industry consolidation, achieve diversity
of end markets, better focus its product coverage on core markets,
and increase the breadth of new and remanufactured products
offered within its primary business lines.

Future events that could drive Remy International's outlook or
ratings lower include evidence that anticipated restructuring cost
savings and synergies resulting from the UPC acquisition are
falling meaningfully below expectations, that the company is
losing market share or being forced to cut prices to maintain
share, that working capital requirements are escalating, that the
anticipated new business contracts are not materializing, that
liquidity is diminishing, that the company is expecting to
complete additional acquisitions, or that the company is
contemplating a return of capital to its investors prior to the
repayment of debt.

Future events that could drive an improved outlook or ratings
include evidence that Remy International's cost reductions and
anticipated synergies with UPC are taking hold as projected and
translating into improved operating cash flow performance and debt
reduction, that working capital turnover days remain stable or
improve, that the company's book of business and coverage of the
aftermarket distribution channels are continuing to grow, and that
capital expenditures and engineering costs to develop new products
and technologies are within expectations and producing the desired
results in terms of maintaining a competitive advantage.

Remy International, Inc., formerly known as Delco Remy
International, Inc., is headquartered in Anderson, Indiana.  The
company is a leading global manufacturer and remanufacturer of
aftermarket and original equipment electrical components for
automobiles, light trucks, heavy duty trucks and other heavy duty
vehicles.  Remy International is privately owned in the following
approximate percentages by affiliates of Citicorp Venture Capital
(70%); Berkshire Hathaway (20%); and management/miscellaneous
other investors (10%).  Annual revenues over the last twelve
months approximated $1.05 billion, and are estimated at
$1.2 billion pro forma for the proposed acquisition of UPC.


RESORTS INT'L: Moody's Puts B2 Rating on $585MM Sr. Sec. Loan
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Resorts
International Holdings, LLC's (RIH) first lien senior secured
$75 million revolving credit facility due 2010 and $585 million
first lien senior secured term loan B due 2012, and a B3 rating to
the company's $400 million second lien senior secured term loan
due 2013.  Moody's also assigned a B2 senior implied rating, a
Caa1 long-term issuer rating, and an SGL-3 speculative grade
liquidity rating.  The outlook is stable.

Proceeds from the new bank facilities, along with a $338 million
cash contribution from Colony Capital, L.P., a private equity
fund, will be used to fund Colony's acquisition of Harrah's East
Chicago and Harrah's Tunica from Harrah's Entertainment, and the
Atlantic City Hilton and Bally's Saloon Tunica from Caesars
Entertainment.  Under the terms of the sale, Harrah's will receive
about $627 million and Caesars Entertainment will receive
$612 million.  The $1.2 billion represents about 8.2x trailing
EBITDA for the four properties combined.  The transaction is
currently expected to close in the next 30 to 60 days.

The ratings consider Resorts International's high pro forma
leverage and need to reduce debt/EBITDA in order to maintain its
B2 senior implied rating.  Pro forma debt/trailing 12-month EBITDA
is close to 7.0x, or about 6.5x assuming some level of acquisition
related overhead reductions and cost savings.  It is expected that
RIH, with modest growth and cost savings resulting from the
acquisition, will generate annual cash flow after interest, taxes,
and maintenance capital expenditures, of between $40 million and
$50 million, most of which will go towards debt reduction.  This
should result in debt/EBITDA below 6.0x by the end of fiscal 2005,
and below 5.0x by the end of fiscal 2006.

The ratings also reflect the limited growth prospects of the
Tunica, MS gaming market, which will account for over 20% of the
company's total property-level EBITDA, as well as the heightened
level of competition that has occurred in the Atlantic City market
since the Borgata opened.  About 37% of the company's property-
level EBITDA will come from that market.

Positive ratings consideration is given to the significant cash
contribution from Colony, which represents about 30% of the
company's initial capitalization.  Also considered is Colony's
successful track record in operating and turning around gaming
assets.  With the exception of Harrah's East Chicago property, all
other acquired properties have experienced relatively flat or
declining EBITDA performance over the past year.

The stable ratings outlook is based on the expectation that the
company will be able to reduce leverage over the next two years.
A slower than expected reduction in leverage could have negative
rating implications.  The stable ratings outlook also considers
the relative regulatory stability of the states in which the
company will be operating: New Jersey, Mississippi, and Indiana.

The SGL-3 rating anticipates that RIH will generate enough
operating cash flow over the next 12-month period to cover debt
service obligations and maintenance capital expenditures, and will
not have to use its revolver availability to fund operating
activities.  The SGL-3 rating also acknowledges that substantially
all of the assets of the borrower and its subsidiaries will be
pledged as collateral, and as a result, there are limited sources
of alternate liquidity from the sale of non-core assets.

The new ratings assigned to Resort International Holdings, LLC
are:

  * Senior implied -- B2;

  * Long-term issuer -- Caa1;

  * $75 million senior secured first lien revolver due 2010 -- B2;

  * $585 million senior secured first lien term loan B due 2012
    -- B2;

  * $400 million senior secured second lien term loan due 2013
    -- B3;

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

  * Stable ratings outlook.

Resorts International Holdings, LLC, though four wholly-owned
subsidiaries, will own and operate four hotel/casinos in three
separate markets: The Atlantic City Hilton in Atlantic City, New
Jersey, Harrah's East Chicago in the Chicagoland gaming market of
Northern Illinois, Harrah's Tunica in Tunica, Mississippi and
Bally's Saloon Tunica in Tunica, Mississippi.  Combined pro forma
gaming revenues for the fiscal year ended Dec. 31, 2004 were about
$760 million.


SAKS INC: S&P Puts BB Corp. Credit Rating on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Saks
Inc., on CreditWatch with negative implications, including the
'BB' corporate credit rating.

This action follows the company's release of fourth-quarter and
full-year results for 2004, which continued a trend of lackluster
earnings performance and relatively weak cash flow protection.
Credit measures were below Standard & Poor's expectations,
especially considering that the department store is consolidating
and becoming increasingly competitive.

Although sales increased 6.3% for the year, margins deteriorated
as profitability at the Saks department store group was crimped by
execution issues in merchandise management and by private-brand
problems during the first half.  Operating income for that segment
dropped more than 12% for the year.

At the Saks Fifth Avenue operation, full-year income was ahead
19%, but dropped 8% during the important fourth quarter.  For the
year as a whole, consolidated lease-adjusted EBITDA was unchanged
from 2004's disappointing level, and covered interest expense
2.9x.  Furthermore, total debt to EBITDA ended the year at 3.8x,
also in line with the previous year.  In each case, improvement
had been anticipated.

"We expect that management will continue to be challenged to
generate, and then sustain, improving trends in business
fundamentals at the company's two distinctly different department
store segments," said Standard & Poor's credit analyst Gerald
Hirschberg.

"This is only partially mitigated by Saks' position as one of the
major multiregional players in the large, but highly
competitive and consolidating, department store industry and by
the company's good niche in upscale retailing." Standard & Poor's
will meet with Saks' management to discuss plans for improving
sales and margins at each business, and to assess the impact on
future credit protection measures.

Birmingham, Alabama-based Saks operates 233 traditional department
stores under various nameplates, 57 upscale Saks Fifth Avenue
department stores, and 52 Off 5th clearance stores.


SALEM COMMS: Earns $7.3 Million of Net Income in Year 2004
----------------------------------------------------------
Salem Communications Corporation (Nasdaq:SALM) disclosed results
for the fourth quarter and full year ended December 31, 2004.

Commenting on these results, Edward G. Atsinger III, President and
CEO said, "Our fourth quarter 2004 same station net broadcasting
revenue and station operating income growth of 9.2% and 15.0%,
respectively, will once again, significantly exceed the
performance of the overall radio industry.  This strong
performance is fueled by growth at our start-up and developing
stations, particularly at our News Talk stations, which achieved a
16.8% increase in same station net broadcasting revenue."

Mr. Atsinger continued, "The progress made in the News Talk
segment of our business has further expanded our potential for
future growth in 2005 and beyond.  In 2004, we invested in new
national programming talent with the addition of Bill Bennett,
additional local news, traffic and weather content as well as in
significant marketing and promotion of our News Talk stations.
These investments resulted in an increase in same station
listenership of more than 30% from 2003 to 2004."

                  Fourth Quarter 2004 Results

For the quarter ended December 31, 2004, net broadcasting revenue
increased 7.8% to $49.3 million from $45.8 million for the same
period last year. The company reported operating income of
$10.7 million for the quarter, compared with operating income of
$10.0 million for the comparable period in 2003.  Operating income
for the fourth quarter of 2004 includes $0.7 million of costs
associated with the abandonment of an AM license upgrade project.
Operating income for the fourth quarter of 2003 includes a loss on
disposal of assets of $0.5 million.  The company reported net
income of $3.7 million for the fourth quarter of 2004 compared
with net income of $2.1 million for the same period last year.
Net income for the fourth quarter of 2004 includes $0.5 million
(net of tax) of costs associated with the abandonment of an AM
license upgrade project.  Net income for the fourth quarter of
2003 includes a loss (net of tax) on disposal of assets of
$0.3 million.

EBITDA increased to $13.6 million in the fourth quarter of 2004
from $13.0 million in the fourth quarter of 2003.  EBITDA for the
fourth quarter of 2004 includes $0.7 million of costs associated
with the abandonment of an AM license upgrade project. EBITDA for
the fourth quarter of 2003 includes a $0.5 million loss on
disposal of assets.  Excluding these items, Adjusted EBITDA
increased 6.7% to $14.3 million for the fourth quarter of 2004
from $13.4 million in the corresponding 2003 period.

Per share numbers for the fourth quarter results are calculated
based on 26,339,542 weighted average diluted shares for the
quarter ended December 31, 2004, and 23,603,556 weighted average
diluted shares for the comparable 2003 period.

                     Full Year 2004 Results

For the twelve months ended December 31, 2004, net broadcasting
revenue increased 10.0% to $187.5 million from $170.5 million for
the same period last year.  The company reported operating income
of $38.5 million for the twelve months ended December 31, 2004,
compared with operating income of $29.9 million for the same
period last year.  Operating income for the twelve months ended
December 31, 2004, includes $0.7 million of costs associated with
the abandonment of an AM license upgrade project and a loss on
disposal of assets of $3.3 million.  Operating income for the
twelve months ended December 31, 2003, includes $2.2 million for
costs associated with a denied tower site and license upgrade,
$0.7 million for a write-off from the cancellation of a
contemplated debt offering, and $0.2 million loss from the
disposal of assets.

The company reported net income of $7.3 million compared with a
net loss of $0.7 million for the same period last year.  Net
income for the twelve months ended December 31, 2004, includes
these losses (net of tax):

   -- $2.0 million, or $0.08 loss per share, from the disposal of
      assets;

   -- $4.0 million, or $0.16 loss per share, from the early
      redemption of $55.6 million of the company's 9.0% senior
      subordinated notes due 2011;

   -- $0.5 million, or $0.02 loss per share, of costs associated
      with the abandonment of an AM license upgrade project; and

   -- $0.1 million, or $0.01 loss per share, from discontinued
      operations.

The net loss for the twelve months ended December 31, 2003
includes these losses (net of tax):

   -- $4.0 million, or $0.17 loss per share, from the early
      redemption of $100 million of the company's 9.5% senior
      subordinated notes due 2007;

   -- $1.4 million, or $0.06 loss per share, for costs associated
      with a denied tower site and license upgrade;

   -- $0.1 million, or $0.01 loss per share, from the disposal of
      assets; and

   -- $0.4 million, or $0.02 loss per share, from the cancellation
      of a contemplated debt offering.

SOI for the twelve months ended December 31, 2004, increased 16.6%
to $71.6 million from $61.4 million in the corresponding 2003
period.  SOI margin increased to 38.2% for the twelve months ended
December 31, 2004, from 36.0% for the same period in 2003.

On a same station basis, net broadcasting revenue increased 9.8%
to $177.7 million and SOI increased 21.8% to $70.9 million for
full year 2004 as compared to full year 2003.

EBITDA increased to $44.1 million for the twelve months ended
December 31, 2004 from $35.4 million in the corresponding 2003
period.  EBITDA for the twelve months ended December 31, 2004
includes:

   -- $3.3 million loss from the disposal of assets;

   -- $6.6 million loss from the early redemption of $55.6 million
      of the company's 9.0% senior subordinated notes due 2011;

   -- $0.7 million for costs associated with the abandonment of an
      AM license upgrade project; and

   -- $0.1 million loss (net of tax) from discontinued operations.

EBITDA for the twelve months ended December 31, 2003 includes:

   -- $6.4 million loss from the early redemption of $100 million
      of the company's 9.5% senior subordinated notes due 2007;

   -- $2.2 million loss for costs associated with a denied tower
      site and license upgrade;

   -- $0.2 million loss on disposal of assets; and

   -- $0.7 million write-off from the cancellation of a
      contemplated debt offering.

Excluding these items, Adjusted EBITDA increased 21.2% to
$54.4 million for the twelve months ended December 31, 2004 from
$44.9 million in the corresponding 2003 period.

Per share numbers are calculated based on 25,371,649 weighted
average diluted shares for the twelve months ended Dec. 31, 2004,
and 23,488,898 weighted average shares for the comparable 2003
period.

                         Balance Sheet

As of December 31, 2004, the company had net debt of
$267.4 million and was in compliance with all of its covenants
under its credit facility and bond indentures.  Salem's bank
leverage ratio was 4.5 as of December 31, 2004, versus a
compliance covenant of 6.75.  Salem's bond leverage ratio was 5.0
as of December 31, 2004, versus a compliance covenant of 7.0.  As
of December 31, 2003, Salem's bank leverage ratio and bond
leverage ratio were 6.8 and 6.1, respectively.

                          Acquisitions

Since September 30, 2004, Salem has announced these acquisitions:

   -- KCRO (660 AM) in Omaha, NE (Omaha-Council Bluffs, NE-IA
      market) for $3.1 million (now operated by Salem under a
      local marketing agreement); and

   -- WGUL (860 AM), in Dunedin, FL (Tampa-St. Petersburg-
      Clearwater market) and WLSS (930 AM), in Sarasota, FL
      (Sarasota-Bradenton market) for $9.5 million.

Additionally, since September 30, 2004, Salem has completed these
acquisitions:

   -- WKAT (1360 AM) in Miami, FL (Miami-Ft. Lauderdale-Hollywood
      market) for $10.0 million;

   -- KAST (92.9 FM) in Astoria, OR (Portland market) for
      $8.0 million;

   -- KIIS (850 AM) in Thousand Oaks, CA for $0.8 million;

   -- KGBI (100.7 FM) in Omaha, NE (Omaha-Council Bluffs, NE-IA
      market) for $10.0 million ($8.0 million cash and
      $2.0 million promotional consideration); and

   -- Christianity.com, an online provider of compelling Christian
      content and a wide range of ministry resources, for
      approximately $3.4 million.

                       Station Exchanges

Since September 30, 2004, Salem has begun to operate, under local
marketing agreements, the following stations that Salem has agreed
to acquire via an exchange with Univision Communications.
Stations to be acquired via exchange:

   -- WIND (560 AM) in Chicago, IL (Chicago market);
   -- KKHT (100.7 FM) in Winnie, TX (Houston-Galveston market);
   -- KOSL (94.3 FM) in Jackson, CA (Sacramento market); and
   -- KHCK (1480 AM) in Dallas, TX (Dallas-Ft. Worth market).

Since September 30, 2004, Univision Communications has begun to
operate, under local marketing agreements, these stations that
Salem has agreed to divest via an exchange with Univision
Communications.  Stations to be divested via exchange:

   -- WZFS (106.7 FM) in Des Plaines, IL (Chicago market); and
   -- KSFB (100.7 FM) in San Rafael, CA (San Francisco market).

Since September 30, 2004, Salem completed a station exchange with
Cox Radio through which Salem acquired KGMZ (107.9 FM) in
Honolulu, HI (Honolulu market) and divested Honolulu, HI stations
KHNR (650 AM) and KJPN (940 AM).

                   First Quarter 2005 Outlook

For the first quarter of 2005, Salem is projecting net
broadcasting revenue between $46.7 million and $47.2 million.  Net
income for the first quarter of 2005 is projected to be between
$0.06 and $0.08 per diluted share.  Salem is projecting SOI
between $16.0 million and $16.5 million for the first quarter of
2005.

First quarter 2005 outlook reflects:

   -- start up costs associated with recently acquired stations in
      the Atlanta, Chicago, Cleveland, Dallas, Detroit, Honolulu,
      Houston, Sacramento, Miami, and Omaha markets as well as the
      launch of Bill Bennett's "Morning in America(TM);"

   -- costs associated with the introduction of News Talk
      programming on our stations in Baltimore, Dallas,
      Philadelphia, San Antonio and San Francisco;

   -- the exchange of:

      * WZFS (106.7 FM) in Des Plaines,
      * IL (Chicago market) and
      * KSFB (100.7 FM) in San Rafael, CA (San Francisco)

      to Univision Communications for:

      * WIND (560 AM) in Chicago, IL,
      * KOBT (100.7 FM) in Winnie, TX (Houston-Galveston market),
      * KOSL (94.3 FM) in Jackson, CA (Sacramento market), and
      * KHCK (1480 AM) in Dallas, TX (Dallas-Ft. Worth market).

   -- continued growth from Salem's underdeveloped radio stations,
      particularly our News Talk radio stations and our
      Contemporary Christian Music stations;

   -- additional audit fees associated with the implementation of
      the requirements of Section 404 of the Sarbanes-Oxley Act of
      2002;

   -- first quarter 2005 net broadcasting revenue growth and same
      station net broadcasting revenue growth in the high single
      digits; and

   -- first quarter 2005 overall SOI growth in the low to mid
      single digits, due to the impact of start-up costs
      associated with recently acquired stations, and same station
      SOI growth in the low double digits.

                     Full Year 2005 Outlook

Additionally, for 2005 as a whole, the company expects corporate
expenses of approximately $18.5 million.  This includes costs
associated with the implementation of the requirements of Section
404 of the Sarbanes-Oxley Act of 2002 of approximately
$0.5 million.  Salem also expects acquisition related / income
producing capital expenditures of approximately $7.5 million and
maintenance capital expenditures of approximately $5.5 million.
Acquisition related / income producing capital expenditures
include expenses for the upgrades of our radio station signals at
WYLL (1160 AM) in Chicago, IL (Chicago market) and WFSH (104.7 FM)
in Athens, GA (Atlanta market) as well as studio construction
costs in Honolulu, HI that will allow the company to eliminate
office rent expense in that market.

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.


SALOMON BROTHERS: Moody's Junks $5.405MM Class P Certificates
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed the ratings of sixteen classes of Salomon Brothers
Commercial Mortgage Trust 2001-C2, Commercial Mortgage
Pass-Through Certificates, Series 2001-C2:

Moody's rating actions are:

   * Class A-1, $18,042,115, Fixed, affirmed at Aaa

   * Class A-2, $90,000,000, Fixed, affirmed at Aaa

   * Class A-3, $530,163,000, Fixed, affirmed at Aaa

   * Class X-1, Notional, affirmed at Aaa

   * Class X-2, Notional, affirmed at Aaa

   * Class B, $36,751,000, WAC, affirmed at Aa2

   * Class C, $10,810,000, WAC, affirmed Aa3

   * Class D, $27,022,000, WAC, affirmed at A2

   * Class E, $11,890,000, WAC, affirmed at A3

   * Class F, $10,809,000, WAC, affirmed at Baa1

   * Class G, $14,052,000, WAC, affirmed at Baa2

   * Class H, $10,809,000, WAC, affirmed at Baa3

   * Class J, $18,376,000, Fixed, affirmed at Ba1

   * Class K, $14,052,000, Fixed, affirmed at Ba2

   * Class L, $6,485,000, Fixed, affirmed at Ba3

   * Class M, $5,405,000, Fixed, affirmed at B1

   * Class N, $6,485,000, Fixed, downgraded to B3 from B2

   * Class P, $5,405,000, Fixed, downgraded to Caa1 from B3

   * Class BR, $12,542,796, Fixed, downgraded to Ba1 from Baa2

As of the February 14, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 3.7% to
$845.3 million from $877.6 million at securitization.  The
Certificates are collateralized by 137 loans, ranging in size from
less than 1.0% to 6.1% of the pool.  The pool contains one shadow
rated loan, which is the largest loan in the pool.  Two loans,
representing 1.4% of the pool, have defeased.  To date, the pool
has not experienced any losses.

Two loans, representing 2.8% of the pool balance, are in special
servicing.  Moody's has estimated aggregate losses of
approximately $8.1 million from all of the specially serviced
loans.  There are fourteen loans, representing 8.5% of the pool,
on the master servicer's watchlist.

Moody's was provided with year-end 2003 operating results for
97.9% of the pool and partial year 2004 operating results for
93.0% of the performing loans.  Moody's weighted average loan to
value ratio ("LTV") for the conduit component is 88.2%, compared
to 89.2% at securitization.  The downgrade of Classes N and P is
due to expected losses from the specially serviced loans and LTV
dispersion.  Based on Moody's analysis, 14.3% of the pool has a
LTV greater than 100.0%, compared to 3.8% at securitization.  The
downgrade of Class BR is due to the downgrade of the shadow rating
of the Birch Run Outlet Loan as discussed below.  Class BR is
collateralized solely by the junior interest in this loan.

The Birch Run Outlet A Loan ($51.4 million - 6.1%) is secured by a
723,000 square foot factory outlet shopping center located
approximately 60 miles northwest of Detroit in Birch Run,
Michigan.  The mortgage has been divided into two portions -- a
$38.9 million senior interest which supports the pooled classes
and a $12.5 million junior interest that supports Class BR.  There
is also a Companion Loan, which is held outside of the trust.

The property's performance has declined since securitization due
to a decline in occupancy and increased expenses. The property was
86.8% occupied as of January 2005, compared to 92.0% at
securitization.  Leases representing 13.1% of the property expire
during the remainder of 2005.  Moody's shadow rating for the
senior and junior interests are A1 and Ba1 respectively, compared
to Aa2 and Baa2 at securitization.

The top three conduit loans represent 10.8% of the outstanding
pool balance.  The largest conduit loan is the Imperial Apartments
Loan ($31.7 million - 3.7%), which is secured by a 546-unit
apartment complex located in Middletown, New York.  Middletown is
situated approximately 65 miles northwest of New York City.  The
property's performance has been stable since securitization.  The
property was 96.0% occupied as of September 2004, essentially the
same as at securitization.  Moody's LTV is 88.2%, compared to
93.6% at securitization.

The second largest conduit loan is the Phoenix Marriott Loan
($31.4 million - 3.7%), which is secured by a 345-room full
service hotel located adjacent to Sky Harbor International Airport
in Phoenix, Arizona.  The property's performance has been stable
since securitization.  Moody's LTV is 71.4%, compared to 82.8% at
securitization.

The third largest conduit loan is the Pacific Plaza at Torrey
Hills Loan ($28.5 million - 3.4%), which is secured by a 158,000
square foot office building located in San Diego, California.  The
property is 100.0% occupied, compared to 85.0% at securitization.
The two major tenants are JNI Corporation (54.0% of NRA; lease
expiration March 2011) and Cisco Systems (30.4% NRA, leases expire
in August of 2006, 2007 and 2008).  Moody's LTV is 85.1%, compared
to 94.0% at securitization.

The pool's collateral is a mix of retail (36.2%), office and mixed
use (29.2%), multifamily (11.9%), industrial and self-storage
(11.2%), lodging (8.8%), U.S. government securities (1.4%) and
land (1.3%).  The collateral properties are located in 30 states.
The highest state concentrations are California (30.4%), Michigan
(9.2%), Arizona (7.9%), New York (6.8%) and New Jersey (6.5%).
All of the loans are fixed rate.


SGD HOLDINGS LTD: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: SGD Holdings, Ltd.
        aka Goldonline International, Inc.
        aka Benton Ventures, Inc.
        4385 Sunbelt Drive
        Addison, Texas 75001

Bankruptcy Case No.: 05-42392

Type of Business: The Debtor is a holding company engaged in
                  acquiring and developing jewelry businesses.
                  Its principal operating subsidiary, HMS Jewelry
                  Company, Inc., is a national jewelry wholesaler,
                  specializing in 18K, 14K and 10K gold and
                  platinum jewelry.  HMS markets its products to
                  a network of over 30,000 retail jewelers through
                  the distribution of a catalog and through its
                  B2B online catalog at http://www.HMSgold.com/
                  See http://www.sgdholdings.com/

Chapter 11 Petition Date: March 8, 2005

Court:  Northern District of Texas (Ft. Worth)

Judge:  Russell F. Nelms

Debtor's Counsel: Donna L. Harris, Esq.
                  Cross & Simon, LLC
                  913 North Market Street, Suite 1001
                  Wilmington, Delaware 19801
                  Tel: (302) 777-4200
                  Fax: (302) 777-4224

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 17 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Lakewood Development             Litigation           $7,200,000
Corporation
c/o Phillip W. Offill, Jr., Esq.
Godwin Gruber LLP
1201 Elm Street, Suite 1700
Dallas, Texas 75270

Houston REIT Operating           Trade                  $110,160
Partnership
c/o Hartman Management, Inc.
1450 Sam Houston
Parkway North, Suite 100
Houston, Texas 77043

G. David Gordon                  Trade                   $87,832
7633 East 63rd Place, Suite 210
Tulsa, Oklahoma 74133

BJB Services, Inc.               Trade                   $62,785
7633 East 63rd Place, Suite 210
Tulsa, Oklahoma 74133

Guest & Company                  Trade                   $59,450

Cooper & Scully                  Trade                   $51,614

Michael Maness                   Trade                   $21,000

Jules P. Sem, Esq.               Professional Fees       $18,330

Gaunt & Kruppstadt, LLP          Professional Fees       $14,173

Eurovest                         Trade                    $6,132

Stewart & Stewart Attorneys      Professional Fees        $2,857

Bradley, Andrew,                 Professional Fees        $2,590
Christopher & Kaye

Olde Monmouth Stock Transfer     Trade                    $2,530

M&R Resource Services, Inc.      Trade                    $2,153

PublicEase, Inc.                 Trade                    $1,660

Legget & Clemons                 Trade                      $515

James G. Gordon &                Litigation              Unknown
Lisa K. Gordon


SKIN NUVO INT'L: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Skin Nuvo International, LLC
             Dba Nuvo International, LLC
             Dba A&E Aesthetics, LLC
             2298 Horizon Ridge Parkway
             Henderson, Nevada 89052

Bankruptcy Case No.: 05-50463

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Nuvo of Las Vegas, LLC                     05-50464
      Nuvo of Utc, LLC                           05-50465
      Nuvo of Horton Plaza, LLC                  05-50466
      Nuvo of Horton Plaza, LLC                  05-50467
      Nuvo of Fashion Show, LLC                  05-50468
      Northwest Aesthetics, LLC                  05-50469
      A&E Aesthetics, LLC                        05-50471
      Nuvo of Galleria Las Vegas, LLC            05-50473
      Nuvo of Meadows In Las Vegas, LLC          05-50474
      Nuvo of Bellingham, LLC                    05-50476
      Nuvo of Broadway Plaza, LLC                05-50477
      Nuvo of Fashion Valley, LLC                05-50479
      Nuvo of Cascade, LLC                       05-50480
      Nuvo of Corte Madera, LLC                  05-50481
      Nuvo of Main Place, LLC                    05-50482
      Nuvo of Lakewood Center, LLC               05-50483
      Nuvo of Victoria Gardens, LLC              05-50484
      Nuvo of North County Fair, LLC             05-50485
      Nuvo of Alderwood, LLC                     05-50487
      Nuvo of Beverly Center, LLC                05-50489
      Nuvo of Fashion Square, LLC                05-50490
      Nuvo of Valley Fair, LLC                   05-50491
      Nuvo of Sun Valley, LLC                    05-50492
      Nuvo of Stonestown, LLC                    05-50493
      Nuvo of Stoneridge, LLC                    05-50494
      Nuvo of Santa Anita, LLC                   05-50495
      Nuvo of Silverdale, LLC                    05-50496
      Skin Nuvo of Spokane, LLC                  05-50498
      Nuvo of Hilltop Mall, LLC                  05-50500
      Nuvo of Westside Pavillion, LLC            05-50501
      Nuvo of Great Mall, LLC                    05-50502
      Nuvo of Ontario Mills, LLC                 05-50503
      Nuvo of Redmond Town Center, LLC           05-50505
      Nuvo of The Promenade, LLC                 05-50506
      Nuvo of Northtown, LLC                     05-50507
      Nuvo of New Park, LLC                      05-50508
      Nuvo of Oakridge, LLC                      05-50509
      Nuvo of Portland, LLC                      05-50510
      Nuvo of South Bay Galleria, LLC            05-50511
      Nuvo of Fairfield, LLC                     05-50512
      Nuvo of Downtown Sacramento, LLC           05-50513
      Nuvo of Glendale Galleria, LLC             05-50515
      Nuvo of The Oaks, LLC                      05-50516
      Nuvo of Southcenter, LLC                   05-50517
      Nuvo of Roseville, LLC                     05-50518

Type of Business: The Debtors specialize in offering progressive
                  anti-aging treatments and top quality products
                  and the first medical cosmetic company to launch
                  a chain of retail skin care clinics in shopping
                  malls throughout the United States.
                  See http://www.nuvointernational.com/

Chapter 11 Petition Date: March 7, 2005

Court:  District of Nevada (Reno)

Debtors' Counsel: Keith M. Aurzada, Esq.
                  Sarah Link Schultz, Esq.
                  Akin Gump Strauss Hauer & Fled LLP
                  1700 Pacific Avenue #4100
                  Dallas, Texas 75201
                  Tel: (214) 969-2800
                  Fax: (214) 969-4343

Debtors'
Financial
Advisor:          Camino Real, LLC

Consolidated Financial Condition:

      Estimated Assets: $10 Million to $50 Million

      Estimated Debts:  $10 Million to $50 Million

Consolidated List of the Debtors' 50 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Mark Bigbee                      Subject to Setoff    $1,350,000
569 Stonewood Drive
Vacaville, CA 95681

Jeff & Bonnie Schmidt            Unsecured Loan       $1,250,000
2780 Botticelli Drive
Henderson, NV 89052

Premium Finance                  Insurance Costs      $1,000,000
22546 Network Place
Chicago, IL 60673-1225

Schmidt Construction             Trade Debt             $916,330
PO Box 8235
Spokane, WA 99203-0235

General Growth Properties        Rent                   $393,513
110 North Wacker Drive
Chicago, IL 60606

Eric Moore                       Unsecured Loan         $375,000
5118 Southwest Canada Drive
Seatle, WA 98136

Stephen Hong                     Investment in          $362,000
13023 Victory Boulevard
North Hollywood, CA 91606

The Macerich Company             Rent                   $354,507
401 Wilshire Boulevard, Suite 700
Santa Monica, CA 90407

FP Contractors                   Trade Debt             $275,000
41558 Eastman Drive, Suite G
Murrieta, GA 92562

Westfield                        Rent                   $274,059
Attn: Marie McRoberts
11601 Wilshire Boulevard 11th Fl
Los Angeles, CA 90025

Allergen                         Trade Debt             $260,000
Department CH 10390
Palatine, IL 60055-0390

Mark Koral                       Investment in          $233,000
2669 Barrington Avenue #104      Unopened Store
Los Angeles, CA 90064

Orion Laser                      Trade Debt             $225,000
6555 Northwest 9th Avenue
Suite 303
Fort Lauderdale, FL 33309

Taubman Company                  Rent                   $211,677
Department 58801
PO Box 67000
Detroit, MI 48267-0588

Staccato Entertainment           Trade Debt             $207,950
4850 West Oquendo Road
Las Vegas, NV 89118

Scott & Daniella Simon           Investment in          $205,000
224 Old Adove Road
Los Gatos, CA 95032

Intuit                           Trade Debt             $180,145
c/o Martin D. Goodman
Merchants Exchange Building
465 California Street, Suite 122
San Francisco, CA 94104

Pam Pallen                       Investment in          $178,000
[Address not provided]           Unopened Store

Walter Hannawacker               Investment in          $175,000
10715 Silverdale Way #201        Unopened Store
Silverdale, WA 98383

Randy Sullivan                   Investment in          $167,000
2521 Westholme Boulevard #A
Bakersfield, CA 93309

Brian White                      Investment in          $152,000
[Address not provided]           Unopened Store

Glen Polf                        Investment in          $152,000
3100 Wrangler                    Unopened Store
San Ramone, CA 94583

Stuart Zalt                      Investment in          $152,000
4725 South Monaco Street #330
Denver, CO 80237

Hartford Insurance               Insurance              $142,988
PO Box 620
New Hartford, NY 13413

Derma Quest Skin Therapy         Trade Debt             $140,000
1600 Delta Court
Hayward, CA 94544

Lynn & Paul Sisna                Investment in          $136,000
431 Lisbon Street                Unopened Store
Henderson, NV 89015

Tom & Teri Engel                 Investment in          $136,000
424 Lisbon Street
Henderson, NV 89015

Forest City Commercial           Rent                   $106,325
Management
PO Box 72069
Cleveland, OH 44192-0069

Mohan Kinra                      Investment in          $105,000
1154 Eagle Cliff Court           Unopened Store
San Jose, CA 95120

McKesson                         Trade Debt             $100,000
1220 Seniac Drive
Carrollton, TX 75006

Moore Medical                    Trade Debt             $100,000
PO Box 41160
Los Angeles, CA 90074-1160

George & Stephanie               Investment in           $75,000
Stravrianopolous                 Unopened Store

Seattle Times                    Trade Debt              $69,547

Stone Marketing                  Trade Debt              $62,336

Dori & Tim Schriebman            Investment in           $60,000
                                 Unopened Store

George Kalis                     Investment in           $60,000
                                 Unopened Store

Gina & Mike Sciallaba            Investment in           $60,000
                                 Unopened Store

Renee & Fred Rodriguez           Investment in           $60,000
                                 Unopened Store

Obagi Medical Products           Trade Debt              $56,134

Hal's Compounding Pharmacy       Trade Debt              $50,000

Tom Wilson                       Investment in           $50,000
                                 Unopened Store

Tony Earl                        Investment in           $50,000
                                 Unopened Store

Tony Gatto                       Investment in           $50,000
                                 Unopened Store

The Sacramento Bee               Trade Debt              $48,628

Fredrick Roberts & Association   Legal Fees              $48,378

Premera Blue Cross               Employee Insurance      $43,962

Joe Barry                        Investment in           $40,000
                                 Unopened Store

Mary Barry                       Investment in           $40,000
                                 Unopened Store

Phoenix Medical, Inc.            Trade Debt              $39,752

Contra Costa Newspapers          Trade Debt              $37,735


SOLUTIA INC: Integrated Nylon Pres. J. Saucier Dumps 5,592 Shares
-----------------------------------------------------------------
John F. Saucier discloses in a regulatory filing with the
Securities and Exchange Commission that on December 31, 2004, he
disposed of 5,592 shares of Solutia, Inc., common stock, par value
$1.145 per share.  Mr. Saucier is President of Integrated Nylon.

Currently, Mr. Saucier has direct beneficial ownership to 11,641
shares in Solutia.  Mr. Saucier also has indirect beneficial
ownership to 12,255 shares in Solutia pursuant to a 401(k) plan
and 20 shares through his wife.

There are 104,474,694 shares of Solutia Common Stock issued and
outstanding as of September 30, 2004.

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


SPX CORP: S&P Slices Corporate Credit Rating to BB+ from BBB-
-------------------------------------------------------------
Standard & Poor Ratings Services lowered its corporate credit and
senior secured ratings on SPX Corporation to 'BB+' from 'BBB-'.

At the same time, S&P affirmed its 'BB+' senior unsecured debt
rating on SPX.  All ratings were removed from CreditWatch, where
they were placed on Nov. 15, 2004.  At Dec. 31, 2004, SPX, a
diversified industrial manufacturer headquartered in Charlotte,
North Carolina, had about $2.7 billion in total debt outstanding.

The outlook is stable.

"The rating actions reflect our view that SPX's business risk
profile has declined to somewhat below average from average pro
forma for the divestitures of BOMAG, Edwards Systems Technologies,
and Kendro," said Standard & Poor's credit analyst Joel Levington.

"In total, these units had an estimated $1.3 billion in revenues
and $210 million of EBITDA in 2004, which more than offset
SPX's debt-reduction plans.  Also factored into our lower business
risk assessment is the expectation of some recovery from ongoing
operating challenges, which have led to meaningful margin
degradation in spite of healthy industrial demand.  The challenges
include difficult pricing environments for several units, facility
consolidation, and other restructuring actions," Mr. Levington
added.

While the company appears to be establishing an enhanced corporate
governance structure, legacy issues remain, and firm conclusions
about the effectiveness of these actions will require a longer
track record.  Our rating assessment assumes that SPX's plan to
reduced debt by $1.7 billion, and repurchase 10 million common
shares for approximately $450 million, as the company described at
its March 3, 2005, investor conference, is achieved.

SPX serves a wide variety of markets, including industrial, power,
construction, HVAC, radio and television, and automotive.

S&P expects that acquisitions ranging from small to moderate
(meaning up to $200 million) will occur over time within the
company's core operations (thermal, test and measurement, and
flow), to gain additional technologies, geographic scope, product
breadth, and economies of scale against peer competitors.


STARWOOD HOTELS: Moody's Confirms Ba1 Rating on Senior Notes
------------------------------------------------------------
Moody's Investors Service confirmed Starwood Hotels & Resorts
Worldwide Inc.'s Ba1 senior implied rating, assigned a speculative
grade liquidity rating of SGL-2, and a stable rating outlook.
This action completes the review of the company's ratings that
commenced on January 7, 2004.

The confirmation reflects the rebound in the company's earnings
and cash flow that provides more flexibility within the current
rating category to accommodate a possible transaction related to
the assets of Le Meridien, a private European hotel company that
operates about 120 luxury hotels.  Additionally, the company has
indicated that the scope of any potential transaction with respect
to Le Meridien would be modest.  In January 2004, at a time when
the company's credit metrics were high for the rating category,
Starwood Hotels announced it had entered into an exclusive
agreement with Lehman Brothers Holdings, Inc., to negotiate the
recapitalization of Le Meridien.

Discussions between Lehman and Starwood Hotels are continuing but
on a non-exclusive basis.  Since year-end 2003, the company's
leverage (adjusted debt to EBITDAR) and coverage (EBITDA-
capex/interest) has improved from 5.5x to 4.4x, and 2.2x to 3.2x,
respectively, due to the strong rebound in demand for hotel rooms
particularly from independent business travelers and groups.
Starwood Hotels' stable rating outlook reflects the positive
demand outlook for lodging that should result in further
improvement of its credit metrics.

Moody's does not anticipate downward rating pressure absent event
risk, but ratings could be downgraded if leverage (adjusted debt
to EBITDAR) increases above 5.5x.  Starwood Hotels' ratings are
constrained at current levels despite Moody's expectation that
leverage is likely to fall below 4.0x due principally to event
risk related to management's desire to enhance shareholder value
through traditional and perhaps non-traditional strategies.

Additional concerns that limit upward rating momentum include the
recent appointment of a new CEO, and the departure of the COO at
year end which could have a positive or negative impact on
financial and strategic priorities, as well as the possibility of
further asset sales that could negatively impact or slow the pace
of improvement in the company's credit metrics.  Ratings could be
considered for an upgrade when these concerns have been
ameliorated and as debt to EBITDAR and retained cash flow to debt
approach 3.5x and 15%, respectively.

Starwood Hotels' complicated capital structure includes ownership
of a real estate investment trust (REIT), secured debt at the
REIT, and secured and unsecured debt at another principal
subsidiary, Sheraton Holding Corp (SHC).  Debt at SHRWI and SHC
benefit from upstream and downstream guarantees, and so the
ratings of each entity are equalized.  However, the REIT and
Sheraton Vacation Ownership Inc. (SVOI) do not provide upstream or
cross guarantees to the debt at SHRWI or SHC.  The REIT does not
pay corporate income taxes as long as it continues to distribute
at least 90% of its taxable net income as dividends, and so
distributions from the REIT to Starwood Hotels are likely to
continue.

Due to the strong residual asset value of the company's hotel
assets after consideration of secured debt in the capital
structure, Moody's does not currently notch the senior unsecured
ratings of Starwood Hotels for structural subordination in the
capital structure. However, any further increase in secured or
subsidiary debt or a reduction in asset coverage could result in
the senior unsecured ratings of Starwood Hotels being notched
down.  Moody's notes that secured and subsidiary debt approximates
18% of total debt and the company's current debt shelf allows
draws by the REIT.

Moody's assigned a speculative grade liquidity rating of SGL-2 to
Starwood.  The SGL-2 rating reflects the company's ability to
generate an adequate level of cash flow from internal sources to
fund capital and investment spending.  However, the company may
need to rely heavily upon its committed $1.0 billion revolving
credit facility to fund its dividend and near term maturities of
about $600 million in 2005.

Moody's estimates that availability under the revolving credit may
drop to between $200 to $400 million in the fourth quarter of
2005.  The company's adequate cash flow and reliance of its
alternate liquidity facility is offset to some degree by the
improving cushion under the company's financial covenants due to
rising EBITDA, as well as a large number of unencumbered assets
that could be mortgage or sold to raise cash if necessary.  Hotel
assets have been trading at strong multiples due to the improve
business outlook and rising demand for hotel assets from private
equity sources.

The ratings confirmed are:

  -- Starwood Hotels and Resorts Worldwide, Inc.:

     * Guaranteed senior convertible notes due in 2023 at Ba1.

     * Senior, subordinated, preferred shelf at (P)Ba2, (P)Ba3,
       (P)B1, respectively.

     * Senior Implied Rating at Ba1.

     * Issuer Rating at Ba2.

  -- Sheraton Holding Corporation:

     * Guaranteed senior unsecured notes and debentures at Ba1.

  -- Starwood Hotels & Resorts

     * Senior, subordinated, preferred shelf at (P)Ba2, (P)Ba3,
       (P)B1, respectively.

The rating confirmed and will be withdrawn is:

  -- Starwood Hotels & Resorts Worldwide, Inc.

     * Guaranteed convertible zero coupon senior notes (Series A &
       B) due 2021 at Ba1.

Headquartered in White Plains, Starwood Hotels & Resorts
Worldwide, Inc., owns, manages and franchises hotel properties
throughout the world and owns a timeshare company, Starwood
Vacation Ownership.  Revenues in 2004 were approximately
$5.4 billion.


UNITED DEFENSE: BAE Systems Buy-Out Cues Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service placed the debt ratings of BAE SYSTEMS
plc (Baa2) on review for possible downgrade.  In a related action,
Moody's has placed the debt ratings of United Defense Industries,
Inc. (Ba2) under review for possible upgrade.  The reviews were
prompted by the announcement that BAE had agreed to purchase
United Defense in an all cash transaction valued at $3.97 billion
plus assumed debt.  The acquisition is expected to be financed
with approximately $3 billion in new debt, with the remainder
funded with cash and new equity issued by BAE.

In reviewing the debt ratings of BAE SYSTEMS for possible
downgrade, Moody's will focus on the impact of the acquisition on
the company's cash flow metrics and overall financial leverage.
Moody's current ratings have anticipated a rebuilding of the
company's retained cash flow and free cash flow generation in line
with its improving operating performance.  While these metrics
have improved during 2004, retained cash flow as a percentage of
total debt remained relatively weak at about 12%.

While the favorable cash flow generation of United Defense will
benefit the company going forward, the review will assess the
degree to which the incremental debt incurred as part of the
transaction delays or averts the previously anticipated
improvements in BAE SYSTEMS' financial metrics.

Moody's review will also consider the outlook for United Defense's
businesses particularly in the armored vehicle and naval repair
segments, and in light of the outlook for US Department of Defense
budget allocations over the next several years.  The degree of
further diversification, which the transaction provides in terms
of business and geographic mix as well as with respect to fixed
priced contracts will also be included in the review.

Moody's notes BAE Systems' existing acquisition in the US have
performed well and does not expect integration issues to be a
major factor in its review.  United Defense's primary operations
include the manufacture and repair of tracked armored vehicles and
ship repair as well as the development and manufacture of
howitzers, guided missiles and precision munitions, primarily
related to the U.S. Department of Defense.

While a more diverse company, BAE Systems' existing businesses
include similar products and services, but aligned more
significantly with the U.K. MoD and European countries.  BAE's
ability to develop synergies from the combined businesses that
enhance overall earnings and cash flow performance will also be
considered in the review.

Confirmation of BAE Systems' ratings as an outcome of the review
will be dependent on its ability to demonstrate clear sources of
cash flow that will be applied to debt reduction to achieve steady
progress toward a retained cash flow to debt metric of greater
than 20% in the intermediate term. If, in Moody's opinion, an
improvement in cash flow coverage is not likely to occur in the
near to intermediate term, a negative outlook or a downgrade of
the rating could result. Moody's does not anticipate a ratings
action that would lower the rating out of the investment grade
category.

The review of the ratings of United Defense will consider the
potential credit benefits resulting from the company's inclusion
in the BAE group.  United Defense's debt is primarily in the form
of outstanding bank debt.  Moody's review will consider the
treatment of this debt under the proposed transaction. If all of
United Defense's debt is repaid as part of the transaction the
ratings could be withdrawn.

Alternatively, if any existing debt remains outstanding, Moody's
review will consider the relative priority of claim the debt holds
within BAE Systems' capital structure, the degree of explicit
support provided by BAE for the debt, and the adequacy of ongoing
information about United Defense's operations to maintain the
ratings on an ongoing basis.

The ratings placed under review for possible downgrade are:

  -- BAE SYSTEMS PLC

     * Senior debt rating Baa2

     * Issuer rating Baa2

  -- BAE SYSTEMS Finance, Inc.

     * Guaranteed senior debt rating Baa2

     * MTN program rating Baa2

  -- BAE SYSTEMS Holdings, Inc.

     * Guaranteed senior debt Baa2

     * Prime-2 short-term debt rating

The ratings placed under review for possible upgrade are:

  -- United Defense Industries, Inc:

     * Senior secured credit facilities rated Ba2,

     * Senior Implied Rating of Ba2, and

     * Senior Unsecured Issuer Rating of Ba3.

BAE SYSTEMS plc, headquartered in Farnborough, England, is a major
aerospace/defense company.

Headquartered in Arlington, Virginia, United Defense Industries,
Inc., is a prime contractor of tracked, armored combat vehicles,
weapons delivery systems and other armaments.


UNITED DEFENSE: S&P Puts BB+ Credit Rating on CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and its other ratings on Arlington, Virginia-based United
Defense Industries Inc., on CreditWatch with positive
implications.

"The action followed the announcement that United Defense is to be
acquired by BAE Systems PLC of the U.K., which has a higher
corporate credit rating of 'BBB', for $4.2 billion, including
assumed net debt," said Standard & Poor's credit analyst
Christopher DeNicolo.

BAE has offered to purchase United Defense for $75 per share in
cash, which is a 30% premium over the most recent closing price.
The deal is subject to regulatory approval, as well as the
approval of the shareholders of both companies and should close by
the middle of 2005.

United Defense is a leading supplier of tracked, armored combat
vehicles, naval weapons systems, and ship maintenance and repair,
with around $2.3 billion in revenues.  A large installed base of
equipment, including Bradley fighting vehicles, amphibious assault
vehicles, and combat recovery vehicles, provides the company with
significant revenue from upgrades, overhauls, and supplies of
components.

Standard & Poor's will probably withdraw its ratings on United
Defense following the consummation of the acquisition, as the
company's rated debt, consisting solely of $538 million of bank
borrowings, is likely to be repaid.


US AIRWAYS: Wants to Reject Rolls-Royce TotalCare Program Accord
----------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates and Rolls-Royce PLC
are parties to a TotalCare Program Agreement for RB211-535E4
Powered Boeing 757-200s.  In November 2004, Rolls-Royce sought to
impose a deadline for the Debtors to assume or reject the TCPA.
Subsequently, the Debtors negotiated the wind-down of their
business relationship with Rolls-Royce.  The parties arranged for
Rolls Royce to deliver the second engine in exchange for the
Debtors' October 2004 TCPA payment.  Thereafter, the parties
arranged for the return of the final two engines in Rolls-Royce's
possession, with delivery of the third engine in exchange for the
November 2004 payment and delivery of the fourth and final engine
in exchange for the December 2004 payment.  The Debtors made all
payments required under the agreements and Rolls-Royce returned
the final engine to the Debtors on January 28, 2005.

Brian P. Leitch, Esq., at Arnold & Porter, tells the U.S.
Bankruptcy Court for the Eastern District of Virginia that the
TCPA provides no benefit to the bankruptcy estates and should be
rejected.  Since the agreements, the Debtors have not asked
Rolls-Royce to perform any further rework services.  The Debtors
are selecting an engine maintenance provider for RB211 engine
maintenance and overhaul service for the entire 757 fleet of
aircraft at a significant savings.  In the meantime, the Debtors
have an adequate number of spare engines to eliminate flight
interruptions until full transition to a new RB211 engine
maintenance supplier can be implemented.

The wind-down agreements brought the business relationship to a
conclusion, with the January 2005 payment for the December 2004
invoice representing the final payment under the TCPA.  Rolls-
Royce has not provided the Debtors with any services for January
2005 or beyond.  As a result, the Court should authorize the
Debtors to reject the Rolls Royce Contract effective as of
November 16, 2004, so as not to expose the Debtors to unwarranted
postpetition administrative expenses.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US CAN CO: Moody's Junks $125 Million 2nd Lien 10.875% Notes
------------------------------------------------------------
Moody's Investors Service lowered the ratings of United States Can
Company reflecting continued negative variance under financial
expectations evidenced by negative free cash flow, very high
leverage - excluding adjustments for preferreds - with debt to
EBIT over 15 times (approximately 7 times EBITDA), and
insufficient EBIT coverage of interest expense.

Business challenges in European Aerosol (roughly 17% of
consolidated revenue), pressures on volumes in metal paint cans,
difficulty passing through steel cost increases to its customers,
and significant capital investment required, combined with United
States Can's already weak liquidity triggered the ratings
downgrades.  Furthermore Moody's expresses some concern about the
current transition in senior management during this critical
period for the company.

Moody's also changed the ratings outlook to stable from negative
as credit statistics are more consistent with the rating
categories.  The outlook should stabilize more firmly as the
company continues to address its operating challenges and to
reinforce and improve its financial profile.

The ratings downgraded by Moody's are:

   * To B3 from B2, approximately $315 million first lien credit
     facility

   * To Caa2 from Caa1, $125 million second lien 10.875% notes,
     due 2010

   * To Caa3 from Caa2, $172 million 12.375% senior subordinated
     notes, due 2010 (net of $3 million repurchase)

   * To B3 from B2, senior implied rating

   * To Caa3 from Caa2, senior unsecured issuer rating (non-
     guaranteed exposure)

The ratings outlook changed to stable from negative.

The ratings continue to incorporate United States Can's leading
positions in each of its markets worldwide.  The turnaround of its
food can business in Germany appears to be gaining traction,
domestic aerosol throughput is robust and is expected to remain so
throughout the near term, and the quality of the company's
receivables appears to be solid.

The B3 senior implied rating denotes the severity of the company's
business challenges and the substantial impairment of its balance
sheet.  Liquidity is weak and financial leverage is in the range
of maximum tolerance for the ratings.  Working capital usage has
exceeded original expectations (albeit primarily driven by pre-
buying steel in advance of cost increases), effective average
availability under the existing $65 million secured revolver is
likely to be modest throughout fiscal 2005 before covenants are
breeched - notably total leverage and first lien leverage hurdles,
and average cash on hand is relatively low.  There has been no
additional equity injected by United States Can's investment group
(collectively the "Sponsors"), which includes Berkshire Partners
LLC with its approximately $125 million investment in 2000.

The B3 rating for the first lien credit facility reflects the
benefits and limitations of the collateral and the expectation of
coverage under a distress scenario.  Lowering the rating to B3
from B2 also denotes the increased probability of default given
the modest cushion under covenants and some decline in enterprise
value.  There is no notching above the B3 senior implied rating
since the first lien committed facilities account for roughly half
of US Can's total debt.

The Caa2 rating for the $125 million second lien notes reflects
the effective subordination to first lien secured debt (roughly
$260 million including capital leases and other debt) and
expresses the expectation of some impairment in the event of
default.  The Caa3 rating for the senior subordinated notes
reflects the contractual subordination to a sizable amount of
senior obligations, including over $155 million of trade payables
and accrued expenses.

United States Can Company, the operating subsidiary of U.S. Can
Corporation, is headquartered in Lombard, Illinois.  The company
is a manufacturer of steel containers for personal care,
household, automotive, paint, industrial, and specialty products
in the United States and Europe.  The company also produces
plastic containers domestically and food cans in Europe.  For the
fiscal year ended December 31, 2004, consolidated revenue was
approximately $845 million.


V.I. TECHNOLOGIES: Insufficient Funds Trigger Going Concern Doubt
-----------------------------------------------------------------
V.I. Technologies, Inc., (Nasdaq: VITX) received a going concern
qualification in the audit report which was included in its Form
10-K recently filed with the Securities and Exchange Commission.
The qualification was based on the cash balance of the Company as
of December 31, 2004, which was not sufficient to fund operations
over the next year, as previously disclosed by the Company.

In December 2004, Vitex had signed binding agreements with a group
of investors led by Great Point Partners for a $20 million private
placement of common stock and warrants to purchase common stock.
The financing is subject to shareholder approval and to closing
Vitex's proposed merger with Panacos Pharmaceuticals.  Vitex also
recently announced plans for a shareholder rights offering of its
common stock with maximum potential proceeds of $5.5 million.
Vitex's stockholders meeting to vote on the Great Point Partners
financing and the merger with Panacos Pharmaceuticals is scheduled
for March 10.

Vitex -- http://www.vitechnologies.com/-- is developing the next
generation of anti-infective products.  The Company's proprietary
INACTINE(TM) technology is designed to inactivate a wide range of
viruses, bacteria and parasites, and has demonstrated its ability
to remove prion proteins.  Over 40 million red cell units are
transfused annually in the U.S., Europe and Japan.


WHX CORPORATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: WHX Corporation
        fka Wheeling Pittsburgh Steel Corporation
        110 East 59th Street
        New York, New York 10022

Bankruptcy Case No.: 05-11444

Type of Business: The Debtor is a holding company structured to
                  acquire and operate a diverse group of
                  businesses on a decentralized basis.  WHX's
                  primary business is Handy & Harman.  A
                  diversified industrial manufacturing company
                  servicing the electronic materials, specialty
                  wire and tubing, specialty fasteners and
                  fittings, and precious metals fabrication
                  markets.  See http://www.whxcorp.com/

Chapter 11 Petition Date: March 7, 2005

Court:  Southern District of New York (Manhattan)

Judge:  Allan L. Gropper

Debtor's Counsel: Richard Engman, Esq.
                  Jones Day
                  222 East 41st Street
                  New York, New York 10017
                  Tel: (212) 326-3939
                  Fax: (212) 755-7306

Consolidated Financial Condition as of September 30, 2004:

      Total Assets: $406,875,000

      Total Debts:  $352,852,000

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Indenture Trustee under the      Senior Notes        $96,664,295
Debtor's 10 1/2% Senior Notes:   (as Indenture
Bank One Trust Company, N.A.     Trustee)
Corporate Trust Account
Administration
P.O. Box 710380
Columbus, OH 63271 - 0380

JP Morgan Chase                  Senior Notes        $28,600,000
Attn: Paula Dabner
14201 Dallas Parkway
Proxy Services 12 1CIP 121
Dallas, TX 75254
Tel: (469) 477-1556

UBS Sec LLC                      Senior Notes        $19,608,000
Attn: Carlos Lede
677 Washington Boulevard
9th Floor Proxy Department
Stamford, CT 06912
Tel: (203) 719-7644

CSFB                             Senior Notes         $7,250,000
Attn: Lee Ellmore
      Kenvin Stanton
One Cabot Square
London E14 4QJ, England
Tel: 44 20 7-888-8888

Custodial Trust                  Senior Notes         $6,510,000
Attn: Richard Carlos
One New York Plaza, 9th Floor
New York, NY 10292
Tel: (609) 951-2321

Bear Stearns                     Senior Notes         $6,413,000
Attn: Eliane Silverstein
383 Madison Avenue, 5th Floor
New York, NY 10179
Tel: (212) 272-7546

Citibank                         Senior Notes         $4,811,000
Attn: David Leslie
Building: C Floor 1
3800 Citibank Center North
Tampa, FL 33610
Tel: (813) 604-1984

Bank of New York                 Senior Notes         $4,000,000
Attn: Anna Laskody
One Wall Street
Reorg Department 6th Floor
New York, NY 10286
Tel: (201) 325-7801

US Bank NA                       Senior Notes         $3,500,000
Attn: Carolyn Halt
425 Walnut Street
Department 6120
Cincinnati, OH 45201
Tel: (513) 632-4450

Morgan Stanley                   Senior Notes         $3,075,000
Attn: Colleen Corr
One Pierrepont Plaza
Proxy Department, 7th Floor
Brooklyn, NY 11201
Tel: (212) 762-5078

UBS Financial                    Senior Notes         $1,956,000
Attn: Jane Flood
Proxy Department, 1st Floor
1000 Harbor Boulevard
Weehawken, NJ 07087
Tel: (201) 352-7319

First Clearing                   Senior Notes         $1,685,000
Attn: Wanda Davis
10700 Wheat First Drive
Glen Allen, VA 23060
Tel: (804) 965-2215

US Clearing/ADP COSI             Senior Notes         $1,530,000
Attn: Yasmine Casseus
26 Broadway, 12th floor
Reorganized
New York, NY 10004
Tel: (888) 859-5915

State Street Bank                Senior Notes         $1,205,000
Attn: Rocco Giovani
1776 Heritage Drive
Global Proxy Unit A5W
N. Quincy, MA 02171
Tel: (617) 985-1145

ML SFKG                          Senior Notes           $610,000
Attn: Theresa Natal
4 Corporate Place
Proxy Department 2nd Floor
Corporate Park 287
Piscataway, NJ 08854
Tel: (732) 878-6505

Pershing                         Senior Notes           $523,000
Attn: Al Hernandez
1 Pershing Plaza
Securities Corporation
Jersey City, NJ 07399
Tel: (201) 413-3090

Citigroup                        Senior Notes           $266,000
Attn: Pat Haller
Proxy Department
333 West 34th Street
New York, NY 10001
Tel: (212) 615-9346

RBC Dain Rauscher                Senior Notes           $210,000
Attn: Steve Schafer
312 South 3rd Street
Minneapolis, MN 55414
Tel: (612) 607-8529

NFS LLC                          Senior Notes           $193,000
Attn: Roberta Olgiati
Reorganized Department, 5th floor
200 Liberty Street
New York, NY 10281
Tel: (212) 335-5258

MSDW                             Senior Notes           $159,000
Attn: C.J. Manning
4511 North Himes Avenue
Suite 210
Tampa, FL 33614
Tel: (813) 998-3447


WHX CORP: Files Plan of Reorganization and Disclosure Statement
---------------------------------------------------------------
WHX Corp. (NYSE: WHX) has filed a Plan of Reorganization,
Disclosure Statement and voluntary petition to restructure under
Chapter 11 of the Bankruptcy Code.  The Company made the filing
reduce its debt, simplify its capital structure, reduce its
overall cost of capital, and provide it with better access to
capital markets.

None of WHX's subsidiaries, including Handy & Harman, were
included in the filing.  All of Handy & Harman's operating units
are anticipated to continue to conduct business in the ordinary
course.

Neale X. Trangucci, chief executive officer of WHX said, "As a
result of discussions with various stakeholders and
representatives of a committee representing the preferred
stockholders, the Company has developed a plan to recapitalize the
Company and address the maturity of the Company's 10-1/2% Senior
Notes due April 15, 2005.  We believe the recapitalization that
would be implemented under the Plan of Reorganization submitted to
the Court will result in a strong, de-leveraged Company with
greatly improved potential to capitalize on market opportunities
as they arise.

"The action by WHX does not involve Handy & Harman and its
subsidiaries in any way," Mr. Trangucci continued.  "There is
absolutely no effect on Handy & Harman's ability to meet its
obligations to employees, suppliers and service providers, and to
meet the needs of its customers without interruption."

Under the terms of the Plan, which will be voted upon by the
Company's creditors and preferred shareholders and subject to
approval by the Bankruptcy Court, senior note holders and holders
of the Company's preferred stock would exchange their respective
debt and preferred shares for shares of common stock in the new
reorganized company, based on an assumed equity value of
approximately $113 million.  Existing holders of the Company's
common stock would receive no distributions pursuant to the
provisions of the Plan.  It is currently anticipated that senior
note holders will collectively own approximately 85 percent of the
new stock upon the Company's emergence from Chapter 11.

Headquartered in New York, WHX Corporation --
http://www.whxcorp.com/-- is a holding company structured to
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman.  A
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No.: 05-11444). Richard Engman, Esq., at
Jones Day, represent the Debtor in its restructuring efforts.
When it filed for bankruptcy, the Company disclosed assets
amounting to $406,875,000 and debts aggregating $352,852,000.


WHX CORPORATION: S&P Rating Tumbles to D After Bankruptcy Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CCC-' corporate
credit and 'C' senior unsecured debt ratings on WHX Corporation to
'D'.

"This action follows the company's recent announcement that it has
filed a voluntary petition to restructure under Chapter 11 of the
Bankruptcy Code," said Standard & Poor's credit analyst Paul
Vastola.

New York-based WHX filed for bankruptcy protection due to its
inability to refinance its 10.5% senior notes maturing on April
15, 2005 ($92.8 million were outstanding as of Sept. 30, 2004).
In its bankruptcy filing, WHX has proposed a plan to recapitalize
the company and address its upcoming debt maturity, which includes
offering shares of common stock in the newly reorganized company
to holders of the company's debt and preferred shares.


WINN-DIXIE: Wants to Hire Kirschner & Legler as Special Counsel
---------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Kirschner & Legler, P.A., as special counsel in
their Chapter 11 cases.  As special counsel, the firm will advise
the Debtors regarding their credit agreements, indentures, various
lease arrangements, and other matters involving the Debtors'
finances as well as dispositions of stores, manufacturing
facilities and distribution centers.

The firm has extensive knowledge of the Debtors' businesses,
facilities, and financial affairs.  Kirschner is also a
recognized expert in the field of corporate finance and asset
acquisitions and dispositions.  The firm has provided extensive
legal services to the Debtors since early 1999, including
extensive involvement in all major finance and asset disposition
transactions in which the Debtors have been involved during that
period.

Kirschner has received from the Debtors a $60,000 prepetition
retainer, which continues to be held by the firm as a "last bill"
retainer subject to the future direction and order of the Court.
The firm has also received certain amounts from the Debtors as
compensation for professional services performed, and additional
amounts for reimbursement of reasonable and necessary expenses.

The Debtors will pay Kirschner an adjustable hourly rate of $435
and will reimburse the firm for reasonable and necessary
expenses.

Kenneth M. Kirschner, a partner at Kirschner, assures the Court
that the firm:

    (a) neither holds nor represents any interest adverse to the
        Debtors' estates with respect to the services for which it
        will be employed; and

    (b) has had no affiliation with the Debtors, their creditors,
        or any party-in-interest, or their attorneys and
        accountants, the United States Trustee, any person
        employed in the office of the United States Trustee, or
        the Bankruptcy Judge presiding over the Debtors' cases.

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


WINN-DIXIE: Wants to Hire Blackstone Group As Advisor
-----------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates want to retain
a firm with substantial experience in the reorganization and
restructuring of companies in financial distress.  The Blackstone
Group, LP, has a successful history of providing restructuring
advisory services to other companies in financially complex,
troubled situations similar to the Debtors' situation.

Accordingly, the Debtors seek permission from the U.S. Bankruptcy
Court for the Southern District of New York to employ The
Blackstone Group as their financial advisors.

Blackstone's Restructuring and Reorganization Advisory Services
group is a leading advisor to companies as well as creditors in
large, complex, and high profile restructurings and bankruptcies.
Established in 1991, the group has advised companies and creditors
in more than 150 distressed situations, both in and out of
bankruptcy proceedings, involving $315 billion of total
liabilities.

Working in a significant share of all major restructuring
assignments, the group is one of the most seasoned and
experienced on Wall Street.  The group's senior professionals
have well in excess of 150 years of combined experience in
restructuring assignments.

Blackstone is familiar with the Debtors' businesses and financial
affairs and is well qualified to provide the services required.
Prior to the Petition Date, the Debtors engaged Blackstone to
provide advice in connection with their preparation for the
commencement of their Chapter 11 cases.  In providing prepetition
services to the Debtors, Blackstone's professionals have worked
closely with the Debtors' management and other professionals.  As
a result, Blackstone has become well acquainted with the Debtors'
operations, debt structure, business and operations and related
matters.  Thus, Blackstone has developed significant relevant
experience and expertise regarding the Debtors that will assist
it in providing effective and efficient services.

As financial advisors, Blackstone will:

    (a) assist in the evaluation of the Debtors' businesses and
        prospects;

    (b) assist in the development of the Debtors' long-term
        business plan and related financial projections;

    (c) assist in the development of financial data and
        presentations to the Debtors' boards of directors, various
        creditors, and other third parties;

    (d) analyze the Debtors' financial liquidity and evaluate
        alternatives to improve the liquidity;

    (e) analyze various restructuring scenarios and the potential
        impact of these scenarios on the recoveries of those
        stakeholders impacted by the restructuring;

    (f) provide strategic advice with regard to restructuring or
        refinancing the Debtors' obligations;

    (g) evaluate the Debtors' debt capacity and alternative
        capital structures;

    (h) participate in discussions and negotiations among the
        Debtors and their creditors, suppliers, lessors, and other
        interested parties;

    (i) value securities offered by the Debtors in connection with
        a restructuring;

    (j) advise the Debtors and negotiate with lenders with respect
        to potential waivers or amendments of various credit
        facilities;

    (k) assist in arranging possible DIP financing and exit
        financing for the Debtors as requested;

    (l) provide expert witness testimony concerning any of the
        subjects encompassed by the other financial advisory
        services;

    (m) assist the Debtors in preparing marketing materials in
        conjunction with a possible transaction;

    (n) assist the Debtors in identifying potential buyers or
        parties-in-interest to a transaction and to assist in the
        due diligence process;

    (o) assist and advise the Debtors concerning the terms,
        conditions, and impact of any proposed transaction;

    (p) assist in the development, evaluation, and negotiation of
        any potential plan of reorganization and disclosure
        statement; and

    (q) provide other advisory services as are customarily
        provided in connection with the analysis and negotiation
        of a restructuring or a transaction as requested and
        mutually agreed.

                            Compensation

The Debtors will pay Blackstone a $167,000 monthly fee, payable
in advance.  The Debtors have provided Blackstone with a $50,000
expense advance deposit for the reimbursement of expenses.
Blackstone will apply the deposit to its expenses only as
authorized by the Court.

Upon consummation of a successful restructuring, Blackstone will
receive an additional fee of $7,000,000.  Any Monthly Fees paid
after the first 12 Monthly Fees will be credited against the
Restructuring Fee.

Upon the consummation of a transaction, Blackstone will receive
an additional fee of 4% of the first $25 million of proceeds,
plus 3% of the amount of proceeds between $25 million and
$50 million, plus 2% of the amount of proceeds between
$50 million and $100 million, plus 1% of the amount of proceeds
over $100 million.  With certain exceptions, the minimum
Transaction Fee will be $1,000,000.  The minimum Transaction Fee
will be $7,000,000 if there is a sale of substantially all of the
Debtors' operating assets.  The first $2,000,000 of the
Transaction Fee will be credited against the Restructuring Fee.

Paul P. Huffard, Senior Managing Director of Blackstone, assures
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Huffard discloses that, as part of Blackstone's diverse
practice, the firm appears in numerous cases, proceedings and
transactions involving attorneys, accountants, investment bankers
and financial consultants, some of which may represent claimants
and parties-in-interest in the Debtors' Chapter 11 cases.
However, Blackstone does not believe that any of its involvements
with parties-in-interest will adversely affect the Debtors in any
way.

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


WINN-DIXIE: Wants to Employ XRoads Solutions as Consultants
-----------------------------------------------------------
XRoads Solutions Group LLC has worked on numerous Chapter 11
cases during its eight years in business.  The firm has been
retained as consultants in large bankruptcy cases like Impath,
Inc., Intrepid USA, Inc., Ormet Primary Aluminum Corporation, and
Farmland Industries, Inc.

XRoads has general experience, knowledge and expertise in the
fields of, among other things, real estate planning and
management, vendor management, cash management, contingency
planning, and extensive experience advising companies in Chapter
11 cases.  Thus, Winn-Dixie Stores, Inc., and its
debtor-affiliates believe that the firm is both well qualified and
uniquely able to represent them in their Chapter 11 cases and in
other matters in a most efficient and timely manner.

By this application, the Debtors seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
XRoads as their financial and operations restructuring consultants
under the terms and conditions of a letter agreement, dated
February 16, 2005.

As consultants, XRoads will:

    (a) perform assessments of marketability versus holding costs
        of excess real estate;

    (b) assist the Debtors in their selection and management of
        third parties to evaluate, market, and sell leases
        associated with stores and facilities to be closed;

    (c) assist the Debtors in the valuation of potential lease
        reductions for continuing stores and facilities;

    (d) assist in the renegotiation of existing real estate
        leases;

    (e) assist in the disposition of non-essential real estate;

    (f) assist the Debtors in their communications, negotiations
        with, and presentations to vendors, trade creditors, and
        holders of such debt;

    (g) analyze and redesign the Debtors' cash management and all
        related activities;

    (h) advise the Debtors on their cash forecasting process,
        including reviewing cash flow projection models that they
        have previously prepared, and redesigning their cash
        forecasting processes;

    (i) assist the Debtors in redesigning and implementing new
        effective management and financial reporting methodologies
        for the their business;

    (j) assist the Debtors in the development of a reliable long-
        term liquidity forecast;

    (k) assist with developing a more detailed financial reporting
        package with commentary, including an analysis of monthly
        performance, an outlook to the next period based on
        current trends and backlogs, and a comparison to budget so
        that deviations, if any, can be tracked and explained
        along with providing a view toward any changes to the
        budget model, which may become necessary as a result;

    (l) assist with communication with lenders;

    (m) validate reports;

    (n) evaluate the Debtors' strategic alternatives;

    (o) evaluate the Debtors' business plan, including the level
        of execution of said plans, plans for business closings,
        shut downs or other improvements or changes, and advising
        on same and integrating the same into their reorganization
        and restructuring plans; and

    (p) if requested by the Debtors, provide certain bankruptcy
        support services.

The Debtors propose to pay XRoads based on this fee structure:

    (1) The Debtors will pay the firm a $200,000 fixed minimum
        monthly fee;

    (2) If the firm's professionals spend more than 400 hours in
        any calendar month on the engagement, the Debtors will pay
        the firm for any additional hours at the rate of $400 per
        hour;

    (3) The Debtors will compensate the firm for the time spent by
        the firm's personnel who perform administrative services
        at a rate of $85 to $160 per hour, inapplicable toward the
        400-hour threshold;

    (4) Non-working travel time to and from the Debtors'
        designated workplace will not be billed to the Debtors nor
        will the time be applied toward the 400-hour threshold;

    (5) The Debtors will reimburse the firm for actual and
        necessary expenses; and

    (6) The firm will be entitled to receive a $1,250,000
        performance fee, which may be increased up to a maximum
        performance fee of $5,000,000.

Prior to the Petition Date, XRoads received from the Debtors a
$500,000 retainer, which continues to be held by the firm as a
"last bill" retainer subject to the future direction and order of
the Court.  The firm has also received certain amounts as
compensation for professional services performed, and additional
amounts for reimbursement of reasonable and necessary expenses
incurred.

Dennis I. Simon, a Managing Principal of XRoads, assures the
Court that the firm:

    -- neither holds nor represents any interest adverse to the
       Debtors' estates;

    -- has had no affiliation with the Debtors, their creditors or
       any party in interest, or their attorneys and accountants,
       the United States Trustee, any person employed in the
       office of the United States Trustee, or the Bankruptcy
       Judge presiding over the Debtors' cases; and

    -- is a "disinterested person" within the meaning of Section
       101(14) of the Bankruptcy Code.

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


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 7-9, 2005
   THE U.S. BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK AND
   THE U.S. BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK
      Mediator Skills Training
         USBC Alexander Hamilton Custom House, One Bowling Green,
         New York, NY
            Contact:
            http://www.nysb.uscourts.gov/pdf/mediator_training.pdf

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

March 10-12, 2005
   AMERICAN BAR ASSOCIATION
      Bench and Bar Bankruptcy Conference
         Washington, DC
            Contact:  800-238-2667-5147 or
                      http://www.abanet.org/jd/bankruptcy/

March 14, 2005
   NEW YORK INSTITUTE OF CREDIT
      13th Annual Judge Conrad B. Duberstein Moot Court
      Competition
         Chelsea Piers, NYC
            Contact: 212-551-7920 or info@nyic.org

March 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Long Island Chapter Dinner with the County Executives
         Jericho, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

March 19, 2005
   NEW YORK INSTITUTE OF CREDIT
      Business-Exchequer Metropolitan Credit Club Night at the
      Races
         Meadowlands
            Contact: 212-551-7920 or info@nyic.org

March 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New Jersey Chapter Awards Ceremony
         Newark Club
            Contact: 312-578-6900 or http://www.turnaround.org/

March 29, 2005
   NEW YORK INSTITUTE OF CREDIT
      475 Esquire Toppers Credit Club Top Hat Award Presented to
      John Daly, CIT
         New York Hilton
            Contact: 212-551-7920 or info@nyic.org

March 30, 2005
   NEW YORK INSTITUTE OF CREDIT
      Factoring 2005
         Arno's Ristorante, NY
            Contact: 212-551-7920 or info@nyic.org

March 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Chapter April Fools Party
         University Club, NYC
            Contact: 312-578-6900 or http://www.turnaround.org/

April 7-8, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         San Francisco, CA
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu

April 8-9, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      The NABT Spring Seminar
         Don CeSar Beach Resort St. Petersburg, FL
            Contact: 803-252-5646 or info@nabt.com

April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, TX
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***