TCR_Public/050314.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, March 14, 2005, Vol. 9, No. 61

                          Headlines

ADELPHIA COMMS: Wants Until June 10 to Decide on Leases
ALERIS INT'L: Noteholders Tender $1.2 Million of 10-3/8% Sr. Notes
ALPHARMA INC: Won't File Annual Report on Time
AMERICAN AIRLINES: Cargo Div. Discloses Fuel Surcharge Increase
AMERICAN BUSINESS: Gets Final Court Nod on $500-Mil. DIP Financing

ARMSTRONG WORLD: Appeals Dist. Court's Plan Denial to 3rd Circuit
BALLY TOTAL: Board Adopts Inducement Plan for New Employees
BOUNDLESS CORP: Disclosure Statement Hearing Moved to April 19
CHESLEY ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
COEUR D'ALENE: Hosting Fourth Quarter Webcast Today

CONNECTICARE INC: Health Insurance Purchase Cues S&P to Up Ratings
CONGOLEUM CORP: Dec. 31 Balance Sheet Upside-Down by $20.9 Million
CORAM HEALTHCARE: Cerberus Attacks Jenner & Block's Fees
CSFB MORTGAGE: S&P Pares Rating on Class II-B Certificates to BB
ELANIT FASHIONS: Case Summary & 2 Largest Unsecured Creditors

EPOCH 2000-1: Fitch Holds Junk & Default Ratings on $71 Mil. Notes
ENRON CORP: Gets Court Nod to Establish Unsecured Claims Reserve
FEDDERS CORP: Purchases 80% Equity Stake in Islandaire Inc.
FEDERAL-MOGUL: U.K. Insurance Dispute Settlement Still Bleak
FIRST REPUBLIC: Plans to Sell $50 Million of Preferred Stock

FURNAS COUNTY: Secured Lenders Demand Payment from Nebraska Pork
GLOBAL CROSSING: Court Okays AGX Cross-Border Insolvency Protocol
HAWAIIAN AIRLINES: Court Confirms Chapter 11 Trustee's Plan
HEILIG-MEYERS: Court Approves RoomStore's Disclosure Statement
HLI OPERATING: Moody's Puts B2 Rating on Euro 120MM Senior Notes

HUDSON'S BAY: Performance Decline Prompts S&P to Slice Ratings
HUFFY CORP: U.S. Trustee Amends Creditors Committee Membership
HUFFY CORP: Creditors Committee Taps Armel Gray as Special Counsel
HUNTER FAN: S&P Rates Planned $200M Sr. Sec. Loan & Facility at B
IMAGING TECHNOLOGIES: Loss & Deficit Trigger Going Concern Doubt

JETSGO CORP: Files for CCAA Protection After Halting Operations
KAISER ALUMINUM: Alpart & Jamaica's Third Amended Liquidation Plan
KAISER ALUMINUM: Australia & Finance's Amended Liquidation Plan
LAIDLAW INT'L: Launches Cash Tender Offer for $202 Mil. Sr. Notes
LIFE UNIVERSITY: Moody's Holds B2 Rating on $29.8MM Revenue Bonds

LONG BEACH: Moody's Reviews Ratings on 16 Certs. & May Downgrade
MATRIA HEALTHCARE: Inks Pact to Acquire Miavita for $5 Million
M/I HOMES: Moody's Puts Ba2 Rating on $200MM Senior Notes Due 2015
MCI INC: Qwest & Verizon Trade Barbs in Wall Street Journal
MCI INC: Verizon Amends February 14 Agreement & Plan of Merger

MERRILL LYNCH: S&P Places Low-B Ratings on Six Certificate Classes
MICHAEL JACKSON: Prosecutor Says King of Pop is Near Bankruptcy
MIDWAY AILINES: Ch. 7 Trustee Taps Nexsen Pruet as Special Counsel
MIRANT CORP: Gets Okay to Participate in Ninth Circuit Appeal
MORGAN STANLEY: Moody's Junks $2.987 Million Class M Certificates

MOSLER INC: Asks Court to Close Chapter 11 Case
N-45O: Fitch Assigns Low-B Ratings on Two 2003-1 Mortgage Bonds
NATIONAL ENERGY: Court Approves Plan Solicitation Procedures
NATIONAL WASTE: Wants Until June 2 to File a Chapter 11 Plan
NETWORK INSTALLATION: Founders Retire 2.5 Million Common Shares

NOMURA ASSET: Fitch Affirms $42.8 Mil. Mortgage Certificates at BB
N-STAR REAL: Fitch Puts BB Rating on $16 Mil. Class Jr. Sub. Notes
NRG ENERGY: Declares $9.22 Per Share Preferred Stock Dividend
OCTANE ENERGY: Selling Pronghorn Controls' Shares for $5.4 Million
PINNACLE ENT: Fitch Affirms B+ & B- Ratings on Sr. & Sub. Debts

PRESTWICK CHASE: Case Summary & 11 Largest Unsecured Creditors
QUANTA SERVICES: Earns $1.8 Million of Net Income in 4th Quarter
QWEST COMMS: Trades Barbs with Verizon Over MCI Acquisition
REVLON CONSUMER: Launches $205 Million Private Debt Placement
REVLON CONSUMER: S&P Holds Ratings Despite Internal Control Issues

ROUGE INDUSTRIES: Gibraltar Holds $423,969 Allowed Unsec. Claim
SATCON TECHNOLOGY: Auditors Raise Going Concern Doubt
SATCON TECHNOLOGY: Gets $7M Loan to Fund Operations Until Sept.
SBA COMMS: Dec. 31 Stockholders' Deficit Widens to $88.7 Million
SEMCO ENERGY: Moody's Affirms Ba2 Senior Unsecured Rating

SHOWTIME ENTERPRISES: Pelino & Lentz Approved as Committee Counsel
SKIN NUVO INT'L: Wants to Hire Akin Gump as Bankruptcy Counsel
SKIN NUVO INT'L: Taps Camino Real as Restructuring Advisors
SMART MODULAR: Moody's Puts B2 Rating on $125MM Sr. Secured Notes
SMART MODULAR: S&P Rates Proposed $125M Senior Sec. Notes at B

SOUTH COAST: S&P Holds BB- Ratings on $35 Mil. Preference Shares
SUPERCONDUCTOR TECH: Expects Going Concern Opinion in Form 10-K
TAYLOR MADISON: Loss & Deficit Trigger Going Concern Doubt
TELCORDIA TECH: Moody's Affirms B1 Rating on $570MM Sr. Sec. Loan
TELIGENT: Unsecured Claims Rep. Wants Noteholders Sanctioned

TEXAS STATE: S&P's Junk Ratings Slide Down Due to Payment Failure
TEXAS STATE: S&P Slices Rating on $13.8 Mil. Revenue Bonds to CC
TITAN CORP: Moody's Confirms Ba3 Rating on $135MM Sr. Secured Loan
TRANS ENERGY: Board Appoints C. Smith & J. Corp as CEO & VP
UAL CORP: Court Approves Varde Fund's Aircraft Claim Settlement

UNION LABOR: S&P Places Junk Ratings Due to Weak Performances
UNION PLANTERS: Fitch Affirms Two Mortgage-Backed Certificates
UPC BROADBAND: S&P Places B Rating on New Eur3 Billion Bank Loans
US AIRWAYS: Gets Court Nod to Borrow $125 Million from Eastshore
USURF AMERICA: Hosting Shareholder Conference Call on Wednesday

WESTPOINT STEVENS: Asks Court to Hold Sale Hearing on June 15
WESTPOINT STEVENS: Court Sets April 7 to Okay Bidding Procedures
WHEELING-PITTSBURGH: Pushes to Assign Coal Contract to Severstal
WINSTAR COMMS: Court Reassigns Chapter 7 Cases to Judge Sullivan
WORLDCOM INC: Deutsche Bank Settles Class Action Suit for $325M

WORLDCOM INC: WestLB AG & Caboto Settles Class Suit for $112.5M
YOUTHSTREAM MEDIA: Completes Steel Mini-Mill Purchase in Kentucky
YUKOS OIL: Will Contest Any New Tax Claims Levied by Russia

* Six Attorneys Join Much Shelist as Partners
* Bankruptcy Reporter & Collier's B.C. 2d For Sale Now on eBay

* BOND PRICING: For the week of March 7 - March 11, 2005

                         *********

ADELPHIA COMMS: Wants Until June 10 to Decide on Leases
-------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York to extend their time to assume or reject all
unexpired nonresidential real property leases through and
including June 10, 2005.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, tells the Court that during the coming months, the ACOM
Debtors will continue to analyze their need for the various
premises governed by their unexpired leases.  The completion of
this analysis however requires time to enable the Debtors to
continue to evaluate the need for the locations in the context of
either:

    -- a stand-alone plan of reorganization; or

    -- a possible sale of all or substantially all of the Debtors'
       assets.

"To require the Debtors to make significant business decisions as
to which of the Unexpired Leases will be needed for their
reorganized business at this time would be impractical," Ms.
Chapman contends.  The Debtors must not be forced to choose
between losing valuable locations and assuming leases that
ultimately should be rejected.

Similarly, Ms. Chapman adds, to require the Debtors to determine
now which of the Unexpired Leases a potential buyer ultimately
may choose to acquire through a sale process is also
impracticable.

Thus, the ACOM Debtors require a further extension of time
pursuant to Section 365(d)(4) of the Bankruptcy Code to evaluate
and make decisions with respect to the assumption or rejection of
Unexpired Leases.

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)


ALERIS INT'L: Noteholders Tender $1.2 Million of 10-3/8% Sr. Notes
------------------------------------------------------------------
Aleris International, Inc. (NYSE: ARS) disclosed the results of
its offer to purchase up to $5,500,000 in aggregate principal
amount of outstanding 10-3/8 percent Senior Secured Notes due
2010.  The offer to purchase commenced on Feb. 1, 2005; and the
holders' option to surrender their notes for purchase expired at
5:00 p.m. New York time, on Mar. 2, 2005.

Aleris has been advised by the depositary, JPMorgan Chase Bank,
N.A., that $1,170,000 in aggregate principal amount of notes were
validly tendered for purchase and not withdrawn, and Aleris has
agreed to purchase all such notes.  The purchase price for the
notes was $1,000 in cash per $1,000 in principal amount, plus
accrued and unpaid interest up to and including the date of
purchase.  After giving effect to this purchase, $208,830,000 in
aggregate principal amount of notes remain outstanding.

The funds available for this offer to purchase represented the
remaining proceeds from a $24.0 million prepayment to Aleris of an
intercompany note by Aleris' German subsidiary, VAW-IMCO Guss und
Recycling GmbH, in February 2004.  These proceeds were deposited
into a collateral account held by the indenture trustee for the
notes, and had been available for a one-year period for capital
expenditures by Aleris for equipment and other assets that became
security for the indebtedness under the notes.  After giving
effect to these note purchases and the capital expenditures that
were made with such proceeds during this one-year period,
$4,288,183 remained in the collateral account.  Under the
indenture, these remaining funds were released from the collateral
account to Aleris on March 9, 2005, and may be used by Aleris for
its general corporate purposes in accordance with the terms of the
indenture.

As previously reported in the Troubled Company Reporter on Dec.
15, 2004, Standard & Poor's Ratings Services raised its corporate
credit rating on Cleveland, Ohio-based Aleris International, Inc.,
(formerly IMCO Recycling Inc.) to 'B+' from 'B'.  It also raised
its rating on the company's senior secured debt to 'B' from 'B-'
and removed both ratings from CreditWatch where they were placed
with positive implications on June 17, 2004.  S&P says the outlook
is stable.  At the same time, Standard & Poor's affirmed its 'B-'
rating on Aleris' $125 million senior unsecured notes due 2014.

About the Company

Aleris International, Inc., fka IMCO Recycling Inc. is one of the
world's largest recyclers of  aluminum and zinc.  The company has
20 U.S. production plants and five international facilities
located in Brazil, Germany, Mexico and Wales. IMCO Recycling's
headquarters office is in Irving, Texas.


ALPHARMA INC: Won't File Annual Report on Time
----------------------------------------------
Alpharma Inc., said it intends to request a fifteen-day extension
for filing its Annual Report on Form 10-K with the Securities and
Exchange Commission in order to complete the preparation of its
annual report.  The company will issue a press release to announce
when it plans to release fourth quarter 2004 results and details
regarding its related quarterly conference call.

                        About the Company

Alpharma Inc. -- http://www.alpharma.com/-- is a global generic
pharmaceutical company with leadership positions in products for
humans and animals.  Uniquely positioned to expand
internationally, Alpharma is presently active in more than 60
countries.  Alpharma is a leading manufacturer of generic
pharmaceutical products in the U.S., offering solid, liquid and
topical pharmaceuticals.  It is also one of the largest suppliers
of generic solid dose pharmaceuticals in Europe, with a growing
presence in Southeast Asia.  Alpharma is among the worlds leading
producers of several important pharmaceutical-grade bulk
antibiotics and is internationally recognized as a leading
provider of pharmaceutical products for poultry, swine and cattle.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt rating on generic drug company Alpharma
Inc. to 'B' from 'B+'.  Standard & Poor's also lowered its senior
unsecured debt rating on Alpharma to 'B-' from 'B' and its
subordinated debt rating to 'CCC+' from 'B-'.  The outlook remains
negative.

"The rating actions reflect the Fort Lee, N.J.-based Alpharma's
continued poor operating performance in its key U.S. generics
business, which has been exacerbated by ongoing FDA manufacturing
compliance issues and the company's reduced--but still
significant--debt load," said Standard & Poor's credit analyst
Arthur Wong.  "These negative factors are only partially offset by
Alpharma's well-established positions in the human pharmaceutical
and animal health businesses."


AMERICAN AIRLINES: Cargo Div. Discloses Fuel Surcharge Increase
---------------------------------------------------------------
American Airlines Cargo(SM) division disclosed an increase in its
fuel surcharge from $0.30/kg to $0.35/kg for most U.S.-origin
international shipments and from $0.12/lb to $0.14/lb for U.S.
domestic shipments, effective March 21, 2005.  The fuel surcharge
will also be adjusted, in local currency, for most non-U.S.-origin
shipments, unless the adjustment is not allowed for regulatory
reasons.

The fuel index for American Airlines Cargo reached 155.29 for the
week ending March 4, exceeding the trigger point of 145.00 for the
second consecutive week.  The fuel index is based an average of
five U.S. jet-fuel spot markets.  It was established in September
2002 as a method to monitor and respond to changes in jet-fuel
costs.

Adjustments to the fuel surcharge occur when the index equals,
exceeds, or falls below a specified fuel threshold for two
consecutive weeks.  The trigger-point matrix has also been
expanded in response to the continued increases in the various
fuel spot markets.  This information, as well as a full matrix of
applicable fuel surcharges, is available at
http://www.AACargo.com/

                     Fuel Index Methodology

The American Airlines Cargo Fuel Index is based on the weekly
average spot price of kerosene-type jet fuel as reported by the
U.S. Department of Energy in the Weekly Petroleum Status Report.
The index is calculated by averaging the five current spot prices
in the New York Harbor, U.S. Gulf Coast, Los Angeles, Rotterdam
and Singapore markets.


AMERICAN BUSINESS: Gets Final Court Nod on $500-Mil. DIP Financing
------------------------------------------------------------------
American Business Financial Services, Inc., received final Court
approval of a $500 million debtor-in-possession financing
facility, inclusive of $175.0 million of interim financing
approved by the Bankruptcy Court on Feb. 17, 2005, provided by
Greenwich Capital Financial Products, Inc., and CIT Business
Credit, Inc., that will allow the Company to resume its loan
origination business and continue to operate.

"We are extremely pleased with the Court's final approval of the
DIP financing," said Anthony J. Santilli, Chairman of the Board of
ABFS.  "We and our legal and financial advisors worked diligently
during the last few weeks with our various creditor constituents
and other interested parties, and their respective professionals,
so that we were able to present a consensual final DIP order to
the Court.  This process required an extensive amount of
negotiations among various parties and we appreciate all of the
time and effort that was involved," Mr. Santilli added.  "All of
us at the Company are anxious to resume our loan origination
business."

ABFS also announced that after an agreement reached by all
interested parties for the selection of a Chief Restructuring
Officer (CRO), the Board of Directors has retained as CRO David
Coles of turnaround and restructuring firm Alvarez & Marsal, LLC
(A&M), subject to Court approval.  Mr. Coles will report to the
Board and have broad responsibilities comparable to those of a
chief executive officer.

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


ARMSTRONG WORLD: Appeals Dist. Court's Plan Denial to 3rd Circuit
-----------------------------------------------------------------
Armstrong World Industries, Inc., and its debtor-affiliates will
take an appeal to the United States Court of Appeals for the Third
Circuit from the decision and final order, dated Feb. 23, 2005,
issued by District Court Judge Eduardo C. Robreno, which denied
confirmation of AWI's Fourth Amended Plan of Reorganization,
including any technical modifications to the Plan.

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Judge Robreno finds that the distribution of New Warrants to the
class of Equity Interest Holders over the objection of the class
of Unsecured Creditors violates the "fair and equitable"
requirement of 11 U.S.C. Section 1129(b)(2)(B)(ii), a codification
of the absolute priority rule.

AWI has estimated that the Unsecured Creditors in Class 6 have
claims amounting to approximately $1.651 billion.  Under the Plan,
AWI proposed that the Unsecured Creditors would recover about
59.5% of their claims.

The Asbestos PI Claimants in Class 7 have claims estimated at
$3.146 billion and would recover approximately 20% of their claims
under the Plan.  The Equity Interest Holders in Class 12 would be
issued New Warrants valued at approximately $35 million to
$40 million.

The Plan provides that, if the Unsecured Creditors reject the
Plan, the Asbestos PI Claimants will receive the New Warrants, but
then will automatically waive the distribution, causing the Equity
Interest Holders to secure the New Warrants.

Judge Robreno points out that the net result of the Asbestos PI
Claimants' waiver is that the Equity Interest Holders -- the old
AWI shareholders -- receive the Debtor's property -- the New
Warrants -- on account of their equity interests, although a
senior class -- the Unsecured Creditors -- would not have full
satisfaction of its allowed claims.

A full-text copy of the District Court's opinion is available at
no charge at:

           http://bankrupt.com/misc/00-4471-7899.pdf

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


BALLY TOTAL: Board Adopts Inducement Plan for New Employees
-----------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) said the
Compensation Committee of its Board of Directors has adopted an
Inducement Plan as a means of providing equity compensation to
induce individuals to become employed by the Company.  The
Inducement Plan was adopted solely because the Company's 1996
Long-Term Incentive Plan may not have sufficient shares available
to provide necessary equity inducement for new employees.  The
Inducement Plan provides for the issuance of up to 600,000 shares
of the Company's common stock.  Stockholder approval of the
Inducement Plan is not required under the rules of the New York
Stock Exchange.  Once a new equity incentive plan is approved by
the Company's stockholders, the Company does not intend to make
any further grants under the Inducement Plan.

"We are deeply committed to bringing in the most talented,
professional executives to help build the business and achieve our
strategic goals," said Paul Toback, Chairman and CEO, Bally Total
Fitness.  "[Thursday]'s announcement gives us an additional tool
to attract the right people at this important time."

On March 8, 2005, the Compensation Committee approved the grant of
stock option and restricted stock awards to two new employees Marc
D. Bassewitz, Senior Vice President, General Counsel and
Secretary, and David S. Reynolds, Controller.  Mr. Bassewitz was
granted 25,000 options and 100,000 shares of restricted stock,
subject to vesting conditions.  Mr. Reynolds was granted 10,000
options and 10,000 shares of restricted stock, subject to vesting
conditions.

The stock options vest in three equal annual installments on the
anniversary of the grant date and is subject to forfeiture in the
event of resignation or termination for cause prior to vesting.
The restricted stock has a four-year cliff vesting provision and
vests in full upon a change in control or termination of
employment by the Company without cause.

                     About Bally Total Fitness

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness,
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness, Bally
Sports Clubsr and Sports Clubs of Canada brands.  With an
estimated 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Rating Services lowered its ratings on Bally
Total Fitness Holding Corporation, including lowering the
corporate credit rating to 'CCC+' from 'B-'.

At the same time, Standard & Poor's changed its outlook on the
ratings to negative from developing.  Total debt outstanding at
Sept. 30, 2004, was $747.7 million.

"The rating actions are based on the potential for further delays
in the filing of financial statements and on related
uncertainties, in light of Bally's Audit Committee's recent
findings," said Standard & Poor's credit analyst Andy Liu.


BOUNDLESS CORP: Disclosure Statement Hearing Moved to April 19
--------------------------------------------------------------
The hearing to consider the adequacy of the Third Amended
Disclosure Statement explaining the Third Amended Joint Plan of
Reorganization filed by Boundless Corporation and its
debtor-affiliates is moved to April 19, 2005.

The Honorable Dorothy Eisenberg of the U.S. Bankruptcy Court for
the Eastern District of New York was to consider approval of the
Disclosure Statement on March 1, 2005.

As reported in the Troubled Company Reporter on Jan. 31, 2005, all
distributions to be made to holders of Allowed Claims, whether
through the issuance of its capital stock or payment of monies,
will be made by the Debtors, Vision Technologies, Inc., or by
Oscar Smith, the President of Vision Technologies.

Payments and Distributions to be made by the Debtors to Claimants
under the Plan will consist of cash or new issue of Boundless
Common Stock of the Reorganized Debtors.  Any cash to be disbursed
will be distributed only by the Debtors, while Boundless Common
Stock will be distributed directly by the Debtors or their
transfer agent.

The Plan groups claims and interests into nine classes, with
unimpaired claims consisting of:

   a) Allowed Administrative Claims to be paid 100% of their
      claims on the Effective Date;

   b) the Secured Valtee Claims will be paid in full over a period
      of 30 to 34 months subsequent to the Effective Date;

   c) the Secured Vision Claims will be paid 100% of their claims
      with shares of Boundless Common Stock;

   d) the partially Secured Norstan Claim will be paid with 72
      monthly payments of $5,000 beginning on the Effective Date;
      and

   e) Allowed Priority Claims and Allowed Priority Tax Claims will
      be paid 100% of their claims in Cash on the Effective Date.

Impaired claims consisting of:

   a) Allowed Unsecured Claims will receive their Pro Rata share
      of cash payments equal to 2% of the annual revenues from the
      sale of the text terminals reaching $7 million, but if the
      sale exceeds $7 million, they will receive 4% of the annual
      revenues; and

   b) Holders of Mandatorily Redeemable Preferred Stock and
      Holders of Existing Stock will not receive any cash or
      property under the Plan and their stock will be cancelled on
      the Record Date.

Headquartered in Hauppauge, New York, Boundless Corp., is a global
technology company and is composed of two subsidiaries: Boundless
Technologies, Inc., a desktop display products company, and
Boundless Manufacturing Services, Inc., an emerging EMS company
providing build-to-order systems manufacturing, printed circuit
board assembly.  The Company and its debtor-affiliates filed for
chapter 11 protection on March 12, 2003 (Bankr. E.D.N.Y. Case No.
03-81558).  Jeffrey A Wurst, Esq., at Ruskin Moscou Faltischek PC,
represents the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $19,442,850 and total debts of $19,417,517.


CHESLEY ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Chesley Enterprises, Inc.
        dba Chesley the Cleaner
        515 Davidson Street
        Nashville, Tennessee 37213

Bankruptcy Case No.: 05-02902

Type of Business: The Debtor provides dry cleaning services.
                  See http://www.chesleythecleaner.com/

Chapter 11 Petition Date: March 9, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Keith M Lundin

Debtor's Counsel: Edwin M. Walker, Esq.
                  Garfinkle Mclemore & Walker
                  P.O. Box 158249
                  Nashville, TN 37215
                  Tel: 615-383-9495
                  Fax: 615-292-9848

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Phenix Supply Company         Trade Debt                  $9,399
741 Massman Drive
Nashville, TN 37210

Metropolitan Trustee          Taxes                       $8,612
800 2nd Ave., North, Ste. 2
Nashville, TN 37201

Charles Cook                  Rent                        $7,098
3309 Fairmont Drive
Nashville, TN 37203

Star Insurance                Workers' Compensation       $5,776
P. O. Box 5015                Insurance
Southfield, MI 48086

Ganick Communications, Inc.   Advertisement               $5,200

Metalprogretti Conveyors      Trade Debt                  $5,200

Humphres & Associates         Accountant                  $4,045

A1 Products                   Trade Debt                  $3,423

Nashville Electric Service    Utilities                   $2,656

AmComp Assurance Insurance    Workers' Compensation       $2,100
                              Insurance

ADT Security System           Security                    $1,726

Westgate Software             Computer Support            $1,260

Metro Water Services          Utilities                     $993

Machinex                      Trade Debt                    $822

AutoW Truck Lease             Van Lease                     $692

RedmanDavis, Inc.             Commercial Insurance          $767

Nashville Gas Company         Utilities                     $745

Nextel Communications         Communications                $745

Xspedius Communications       Communications                $647

The Bag Lady                  Trade Debt                    $579


COEUR D'ALENE: Hosting Fourth Quarter Webcast Today
---------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE; TSX: CDM) will report
its fourth quarter and year-end 2004 results today, March 14,
2005, before the New York Stock Exchange opens for trading.  There
will be a conference call today at 1:00 p.m. Eastern time.

   Dial-In Numbers: (800) 611-1148 (US and Canada)
                    (612) 332-0228 (International)

The conference call and presentation will also be webcast on the
Company's Web site at http://www.coeur.com/

Hosting the call will be Dennis E. Wheeler, Chairman, President
and Chief Executive Officer of the Company, who will be joined by
James A. Sabala, Executive Vice President and Chief Financial
Officer, Donald J. Birak, Senior Vice President of Exploration,
Raymond W. Threlkeld, President of South American Operations and
Harry F. Cougher, Senior Vice President of North American
Operations.

A replay of the call will be available through March 22, 2005.
The replay dial-in numbers are (800) 475-6701 (US and Canada) and
(320) 365-3844 (International) and the access code is 773714. In
addition, the call will be archived for a limited time on the
Company's web site.

                      About the Company

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

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Coeur D'Alene Mines
Corporation and removed the ratings from CreditWatch, where they
were placed on June 1, 2004, with positive implications.  S&P said
the outlook is stable.  Coeur D'Alene, an Idaho-based silver and
gold mining company, currently has about $180 million in debt.


CONNECTICARE INC: Health Insurance Purchase Cues S&P to Up Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on ConnectiCare, Inc., to 'BB+'
from 'B+' and removed them from CreditWatch.

Standard & Poor's also said that the outlook on ConnectiCare is
negative.

The ratings on ConnectiCare had been placed on CreditWatch on
June 25, 2004, after Health Insurance Plan of Greater New York
('BBB-/Negative/--') announced its intention to acquire
ConnectiCare's parent, ConnectiCare Holding Company, Inc.

"T[he] rating action follows the completion of this acquisition,"
noted Standard & Poor's credit analyst Neal
Freedman.

The ratings on ConnectiCare are now one notch below the ratings on
Health Insurance Plan, reflecting the company's strategic
importance to Health Insurance Plan.  Standard & Poor's affirmed
its 'BBB-' counterparty credit and financial strength ratings on
Health Insurance Plan on Feb. 15, 2005.

"The negative outlook reflects Standard & Poor's concerns about
the high level of goodwill on HIP's consolidated balance sheet as
well as the integration risk resulting from the transaction," Mr.
Freedman added.  Standard & Poor's believes ConnectiCare will
benefit from the stronger ratings on Health Insurance Plan and the
strengthened business position the combined companies will have in
the New York metropolitan health insurance marketplace.


CONGOLEUM CORP: Dec. 31 Balance Sheet Upside-Down by $20.9 Million
------------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) reported its financial results
for year ended Dec. 31, 2004.  Sales for the year ended Dec. 31,
2004 were $229.5 million, an increase of 4.0% compared to the
$220.7 million reported in 2003.  Income from operations in 2004
was $8.7 million, compared to a loss from operations of
$3.1 million for 2003.  Basic net income for 2004 was $2.9
million, compared with a loss of $6.8 million in 2003.  Net income
per share in 2004 was $0.36, compared to a net loss per share of
$0.82 in 2003.  Congoleum's reported results include charges of
$5.0 million in 2004 and $3.7 million in 2003 for resolution of
asbestos liabilities.  Net income in 2004 also includes
$2.9 million of anticipated tax carryback benefits related to
spending in connection with resolution of asbestos liabilities.

Roger S. Marcus, Chairman of the Board, commented "Sales improved
in 2004 due to a combination of price increases, higher
residential sales of our Xclusive and DuraCeramic product lines,
and greater shipments to the manufactured housing industry.  Our
overall sales growth would have been higher were it not for lower
sales in the do-it-yourself tile category, where we faced
continued price pressure from China and other overseas sources,
and by lower sales of specials and off-goods.  The resulting sales
mix was more profitable than 2003, and margins benefited further
from increases in manufacturing efficiencies.  Unfortunately, we
also experienced significant inflation in raw material costs,
particularly resins, which exceeded our price increases and offset
much of the margin improvement."

Mr. Marcus continued, "We lowered operating expenses by $4 million
last year as a result of cost reduction steps taken in both 2003
and 2004, despite continued increases in medical and benefit
costs.  This reduction helped us achieve an $11.8 million
improvement in income from operations, which swung from a loss of
$3.1 million in 2003 to $8.7 million in income in 2004.  We also
increased our cash position considerably during the year, with
unrestricted cash balances growing from $2.2 million at the end of
2003 to $29.7 million at the end of 2004.  While the raw material
situation will continue to be a challenge in 2005, we are
committed to taking steps to protect our margins while continuing
to build on the success of the new products we develop.  We also
hope to complete our reorganization process during the third
quarter of 2005, putting the financial and management burden of
our asbestos liabilities behind us."

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoluem.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524).  Domenic Pacitti, Esq., at Saul Ewing, LLP, represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $187,126,000 in
total assets and $205,940,000 in total debts.

Congoleum has filed an amended plan of reorganization and
disclosure statement with the court and is seeking confirmation of
the plan at a hearing scheduled to begin April 12, 2005.

At Dec. 31, 2004, Congoleum's balance sheet showed a $20,860,000
stockholders' deficit, compared to a $25,777,000 deficit at
Dec. 31, 2003.


CORAM HEALTHCARE: Cerberus Attacks Jenner & Block's Fees
--------------------------------------------------------
Cerberus Partners, L.P, objects to Jenner & Block, LLC's final
application for compensation seeking payment of $7.4 million in
connection with the firm's 32-month representation of the Official
Committee of Equity Holders in the Coram Healthcare Corp. and
Coram, Inc., chapter 11 cases.  Cerberus also renews a request for
sanctions against the law firm in connection with its drafting of
an equitable subordination complaint.

"Instead of fulfilling its duty to maximize the economic recovery
for its entire constituency, the common shareholders," Cerberus
charges, Jenner & Block "lapsed into catering to the whim of the
litigious and combative Committee."

Cerberus directs Judge Walrath's attention to Jenner & Block
proclaiming on its Web site that the law firm was fighting
Committee-leader "Sam Zell's battle for control of Coram
Healthcare Corporation."  The "battle" waged by Jenner, Cerberus
continues, included frivolous filings, petty discovery disputes,
and the general disruption of Coram's business operations. Those
specific lapses are the basis of Cerberus' objection and its
motion for sanctions.

Cerberus points to an e-mail message from Richard F. Levy, Esq.,
the lead attorney representing the Equity Committee.  That
message, Cerberus says, "shows a complete disregard for the
truth," by directing Committee advisors not to acknowledge the
soundness of Coram's financial operations.  "NO, NO, NO, Flattery
is fine, even if insincere, but admissions like 'We were quite
impressed with your operations' would haunt us in many dangerous
ways," Mr. Levy wrote in a March 4, 2002, e-mail message.

Cerberus complains that Jenner's tactics hampered the efforts of
Coram's independent Chapter 11 Trustee, Arlin M. Adams, in
operating the Debtors and concluding their prolonged
reorganization.  Cerberus tells Judge Walrath that the Trustee --
a respected former federal appellate judge, seasoned mediator, and
successful businessman -- reached settlements with virtually every
other constituency in the case, including the Internal Revenue
Service, Coram's unsecured creditors, Coram's subsidiaries and
their unsecured creditors, and Coram's three largest institutional
creditors, Cerberus, Goldman Sachs Credit Partners, L.P., and
Wells Fargo Foothill, Inc.  Rather than cooperate, the Equity
Committee steadfastly refused even to consider the Trustee's plan
of reorganization.

"Obsessed with litigation, but immune to its costs because the
Debtors would presumably be paying its fees, Jenner engaged in
scorched-earth tactics against the Trustee," Cerberus continues.

Cerberus tabulates that the Equity Committee has taken at least 40
depositions, including multiple depositions of the same witnesses.
Cerberus tells Judge Walrath that Jenner's desire to take
depositions was so limitless that the Trustee's counsel, upon
receiving notice at 11:20 p.m. of the Committee's desire to take
five depositions in August 2003, remarked:

      Richard -- April Fool's Day was some time ago.
      Knowing your fondness for tennis, I quote
      Chief Justice McEnroe -- "You cannot be
      serious."  If you like, I will get you the
      names of secretaries at SSG/EMB so you can
      notice their depositions.  Some of them may
      have typed something relating to Coram.

Jenner not only obstructed the Trustee with such efforts, but also
took aim pointedly at Cerberus and other Noteholders, in the form
of blatantly frivolous filings that wasted the resources of the
Court and the Debtors, and caused needless additional expense for
Cerberus.  Cerberus gives Judge Walrath two examples:

     * First, on March 28,2003, Jenner filed on behalf of the
Committee an equitable subordination complaint against the
Noteholders which directly contradicted three orders of this Court
staying such action, and broke a Committee representation in open
court not to take advantage of the Noteholders' agreement to
exchange debt for equity so as to avoid CMC's looming Stark II
problems.  Jenner resorted to this underhanded tactic only because
its two previous attempts to initiate litigation against the
Noteholders were stayed by the Court, and because the Trustee
refused to initiate the litigation while he was negotiating a
settlement with the Noteholders.  On June 23 2003, the Court
summarily dismissed the Equitable Subordination Complaint as
inconsistent with its three previous orders.

     * Second, in August 2003, Jenner moved on behalf of the
Committee against Cerberus and Goldman to compel discovery.  The
motion contained gross misrepresentations of fact, and ultimately
sought nothing more than assurances from counsel that all
documents had been produced. To make matters worse, the Motion To
Compel was filed with a false certification that the Committee had
first conferred with Goldman as required by the rules of this
Court.  The Court denied the Motion To Compel, and invited
Cerberus and Goldman to apply for their attorneys' fees.

Cerberus argues that Jenner should be denied compensation for its
fees and costs associated with the Equitable Subordination
Complaint and Motion To Compel, which added no value for the
Committee or the estates.  Moreover, the filings were so frivolous
and wasteful that Jenner should be ordered to pay Cerberus'
attorneys' fees in defending against them.

Specifically, Cerberus asks Judge Walrath to:

     * deny Jenner $190,112 in compensation related to preparation
       of the equitable subordination complaint;

     * deny Jenner $15,959 in compensation for the offensive
       Motion to Compel;

     * deny Jenner $33,345 in compensation for defense of its
       earlier objectionable fee applications;

     * award Cerberus $100,000 in sanctions for Jenner's bad faith
       conduct relating to the equitable subordination complaint;
       and

     * award Cerberus $9,830 in sanctions for Jenner's bad faith
       conduct relating to the Motion to Compel.

Cerberus is represented in Coram's chapter 11 cases by:

     Adam G. Landis, Esq.
     Kerri K. Mumford, Esq.
     LANDIS RATH & COBB LLP
     919 Market Street, SUite 600
     P.O. Box 2087
     Wilmington, DE 19801
     Telephone (312) 467-4400

          - and -

     Michael L. Cook, Esq.
     Howard O. Godnick, Esq.
     SCHULTE ROTH & ZABEL LLP
     919 Third Avenue
     New York, NY 10022

Coram Healthcare Corporation is a provider of infusion-therapy
services.  The Company filed for chapter 11 protection on
August 8, 2000 (Bankr. D. Del. Case No. 00-03299), and emerged
from chapter 11 in 2004 under a Plan of Reorganization prosecuted
to confirmation by the Chapter 11 Trustee.  Sam Zell, represented
by Richard F. Levy, Esq., at Jenner & Block, LLC, led the Equity
Committee in its charge to defeat confirmation of two plans
proposed by the Debtors.


CSFB MORTGAGE: S&P Pares Rating on Class II-B Certificates to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
II-B of Credit Suisse First Boston Mortgage Securities Corp.'s
mortgage-backed pass-through certificates from series 2002-9 to
'BB' from 'BBB'.  At the same time, ratings are affirmed on the
11 other classes from the same series.

The rating on class II-B is lowered due to the continuing
deterioration of its credit support, which is provided by excess
spread and overcollateralization.  This deterioration has occurred
as a result of inconsistent net losses incurred by the collateral
during the past year.

The class, originally rated 'BBB', had initial credit support of
1.50%.  The transaction has been realizing net losses averaging
approximately $104,000 per month during the most recent 12 months,
with approximately 0.47% in cumulative realized losses.  Moreover,
the deal is generating approximately 0.66% of excess spread on an
annualized basis, and the o/c is currently at 0.13%, which is
below its original target of 0.50%.  The pool performance has led
to losses that have outpaced excess interest for most of the past
year, leading to the continuous reduction of o/c every month.
Total delinquencies have increased to approximately 21.66% from
17.96% in the past six months, with serious delinquencies (90-plus
days, foreclosure, and REO) approximately at 17%, remaining steady
for the past six months.  The mortgage pool has paid down to
approximately 9% of its original balance.

Standard & Poor's expects continued poor performance of the
collateral based on the delinquency profile and will continue to
monitor the performance closely.  The rating may be adjusted
accordingly to reflect the available credit support.


ELANIT FASHIONS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Elanit Fashions, Inc.
             79 Through 89 Avenue D
             New York, New York 10009

Bankruptcy Case No.: 05-11515

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Lip.Sim LLC                                05-11513

Type of Business: The Debtors are real estate developers.

Chapter 11 Petition Date: March 10, 2005

Court:  Southern District of New York (Manhattan)

Judge:  Stuart M. Bernstein

Debtors' Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene,
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, New York 10105
                  Tel: (212) 586-4050
                  Fax: (212) 956-2164

                           Total Assets   Total Debts
                           ------------   -----------
Elanit Fashions, Inc.        $5,000,000    $1,609,000
Lip.Sim LLC                  $2,500,000      $200,000

A.  Elanit Fashions, Inc.'s Largest Unsecured Creditor:

    Entity                                Claim Amount
    ------                                ------------
Bela and Josef Fried                        $1,500,000
748 East 84th Street
Brooklyn, New York 11236


B.  Lip.Sim LLC's Largest Unsecured Creditor:

    Entity                                Claim Amount
    ------                                ------------
Phillip Fried                                 $200,000
11 Sheppard Drive
Scarsdale, New York 10583


EPOCH 2000-1: Fitch Holds Junk & Default Ratings on $71 Mil. Notes
------------------------------------------------------------------
Fitch Ratings affirms three tranches and there was no action on
three tranches of EPOCH 2000-1, Ltd.:

    -- $81,500,000 class I notes affirmed at 'BBB';
    -- $23,750,000 class II notes affirmed at 'BB-';
    -- $14,000,000 class III notes affirmed at 'B-';
    -- $61,500,000 class IV notes remain at 'CC';
    -- $9,500,000 class V notes remain at 'D';
    -- $34,750,000 preferred shares remain at 'D'.

EPOCH 2000-1, Limited, incorporated under the laws of the Cayman
Islands, was created to enter into a credit default swap with
Morgan Stanley Credit Products, Ltd. -- MSCPL -- and to issue the
above-referenced securities.  The notes are supported by the cash
flows of the collateral, as well as the credit default swap
premium paid by MSCPL.  The credit default swap references a
portfolio of securities, consisting predominantly of senior
unsecured bonds.

In conjunction with the review, Fitch stressed the underlying
asset portfolio with a variety of default scenarios derived from
Fitch's VECTOR model, which utilizes a multiperiod, Monte Carlo
simulation.  Fitch has reviewed the credit quality of the
individual assets comprising the portfolio.  Since Fitch's last
rating action in June 2004, the portfolio has experienced an
additional credit event.  However, the portfolio has experienced
minimal credit migration, and the current reserve account has
increased to over $5.5 million.  Additionally, the seasoned
structure has less than three years remaining until final
maturity.  Accordingly, Fitch has determined that the ratings
assigned to all rated securities, as indicated above, reflect the
current risk to noteholders.

The ratings assigned to the notes address the timely payment of
interest and ultimate payment of principal.  The rating assigned
to the preferred shares addresses the ultimate receipt of the
stated principal amount by the final maturity date.

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


ENRON CORP: Gets Court Nod to Establish Unsecured Claims Reserve
----------------------------------------------------------------
The Honorable Arthur Gonzalez authorizes Enron Corporation and its
debtor-affiliates to establish an Unsecured Claims Reserve
pursuant to a modified Reserve Methodology.

The Modified Reserve Methodology provides for a six-step
calculation:

    1. a determination of the amount of allowed General Unsecured
       Claims -- Allowed Denominator;

    2. a determination of the amount of disputed liquidated
       General Unsecured Claims, to the extent the claims are
       liquidated as of October 1, 2004, and remain disputed as of
       a particular Measurement Date -- Pre-10/04 Liquidated
       Denominator;

    3. a determination of the amount of disputed liquidated
       General Unsecured Claims, to the extent the claims are
       liquidated after October 1, 2004, but remain disputed as of
       a particular Measurement Date -- Post-10/04 Liquidated
       Denominator;

    4. a determination of an estimated amount for unliquidated
       General Unsecured Claims  -- Unadjusted Unliquidated
       Denominator;

    5. a determination of the sum of the Allowed Denominator, Pre-
       10/04 Liquidated Denominator, Post-10/04 Liquidated
       Denominator and Unadjusted Unliquidated Denominator --
       Unadjusted GUC Denominator; and

    6. to the extent that the Unadjusted GUC Denominator includes
       an Unadjusted Unliquidated Denominator, the imposition of a
       minimum and a maximum threshold on the Unadjusted GUC
       Denominator, resulting in an adjustment to the Unadjusted
       Unliquidated Denominator for that Debtor or, with respect
       to the Sub/Con Recovery, the consolidated Debtors --
       Adjusted Unliquidated Denominator.

The General Unsecured Claims will include both General Unsecured
Claims and Guaranty Claims as defined in the Plan.

                 Disputed Claims Reserve Accounts

Under the Modified Reserve Methodology, the Disputed Claims
Reserve will be comprised of at least three distinct and
independent accounts:

1. Pre-10/04 Liquidated DCR

    An account attributable to the Pre-10/04 Liquidated
    Denominator, which will be funded to facilitate distributions,
    based on the allowed amount of the claim, on any disputed
    liquidated General Unsecured Claims that were liquidated as of
    October 1, 2004, and become allowed.

2. Post-10/04 Liquidated DCR

    A separate account attributable to the Post-10/04 Liquidated
    Denominator, which will be funded to facilitate distributions
    based on the allowed amount of the claim, on any disputed
    liquidated General Unsecured Claims that were liquidated after
    October 1, 2004, and become allowed.

3. Unliquidated DCR

    An account which will be attributable to the Adjusted
    Unliquidated Denominator, which will be funded to facilitate
    distributions on any unliquidated General Unsecured Claims to
    the extent the claims are allowed.

A full-text copy of the Modified Reserve Methodology is available
for free at:

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

                     Disputed Liquidated Claims
                        Include Dynegy Claims

For purposes of calculating the Pre-10/04 Liquidated Denominator,
these amounts, net of the $93 million claims already filed by
Dynegy, Inc., and certain of its affiliated entities, will be
included as Disputed Liquidated Claims until the time as the
claims have been resolved:

    Claim No.             Debtor                    Claim Amount
    ---------      -------------------              ------------
      13397        Enron Broadband Services LP          $803,807

      13398        Enron Gas Liquids, Inc.             4,073,396

      13399        Enron Capital & Trade Resources
                      Int'l. Corp.                     2,353,345

      13400        Enron Energy Services, Inc.         5,471,505

      13402        Enron North America Corp.         206,703,236

      13403        Enron Corp.                       270,005,255

For the avoidance of doubt, at the time of any distribution by
any of the Reorganized Debtors under the Plan in respect of
Allowed Claims, each of the Debtors will make the same ratable
distribution:

    -- in respect of each Allowed Claim;

    -- to the Pre-10/04 Liquidated DCR and, to the extent
       applicable, Post-10/04 Liquidated DCR for each of Debtor in
       respect of each disputed liquidated General Unsecured Claim
       based on the liquidated amount of the Claim; and

    -- to the Unliquidated DCR.

Judge Gonzalez rules that if a situation would arise where
ratable distributions cannot be made, then the Reorganized
Debtors will refrain from making any additional distributions to
holders of Allowed Claims in the affected Plan Class, subject
only to further order from the Court.

Other than with respect to claims allegedly secured based on
setoff rights, pending resolution of any Disputed Secured Claims,
the Reorganized Debtors will either:

    (a) reserve the liquidated amount of the alleged Secured Claim
        in Cash; or

    (b) in those instances where the collateral for the Secured
        Claim is readily identifiable, exclude the collateral from
        the assets to be included for purposes of calculating
        distributions.

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

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033). Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed. The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts. (Enron Bankruptcy News, Issue No.
137; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDDERS CORP: Purchases 80% Equity Stake in Islandaire Inc.
-----------------------------------------------------------
Fedders Corporation, (NYSE: FJC), a leading global manufacturer of
air treatment products, including air conditioners, air cleaners,
dehumidifiers and humidifiers and thermal technology products, has
purchased 80% of the stock of Islandaire, Inc., from its founder
and sole shareholder, Robert E. Hansen, Jr., for a combination of
cash and preferred stock.

Located in Ronkonkoma, New York, Islandaire, which will become
known as Fedders Islandaire Company, manufactures and markets a
line of specialized through-the-wall packaged terminal air
conditioners (PTACs) and heat pumps, primarily for replacement
applications in apartment buildings, hotels and motels, and in
institutional buildings such as schools, offices, hospitals and
nursing homes.  Islandaire's replacement PTAC units fit into
existing wall openings without alteration to the structure of the
building.

Islandaire will be managed as an individual business unit, with
Mr. Hansen remaining as President.  Fedders Corp. intends to
purchase the remaining 20% of Islandaire stock within three years.
Islandaire sales in 2004 were approximately $26 million.

Commenting on the acquisition, Fedders Chairman and Chief
Executive Officer, Sal Giordano, Jr. said, "This acquisition
enables Fedders to further expand into the commercial HVAC sector.
With the addition of Islandaire, the commercial and industrial air
treatment businesses of Fedders will be approximately one third of
total sales."

Robert Hansen added, "The Islandaire team is very pleased to
become a part of Fedders.  Together, we will broaden each
company's product offering and become an even more formidable
industry leader.  As an example, Islandaire will be the platform
to launch Fedders' new, ultra-quiet PTAC into the new construction
market, which is significantly larger than the replacement market.
We look forward to this opportunity and to continued growth as
part of Fedders."

                       About the Company

Fedders Corporation manufactures and markets worldwide air
treatment products, including air conditioners, air cleaners, gas
furnaces, dehumidifiers and humidifiers and thermal technology
products.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services lowered its ratings on air
treatment products manufacturer Fedders Corp. and Fedders North
America Inc., including its corporate credit ratings to 'CCC+'
from 'B'.  S&P says the outlook is negative.


FEDERAL-MOGUL: U.K. Insurance Dispute Settlement Still Bleak
------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 7, 2004,
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve certain
settlement agreements resolving an asbestos insurance coverage
litigation in England among non-Debtor subsidiary Curzon Insurance
Limited, Curzon's insurance brokers, and a reinsurance firm.

Subsequently, Munchener Ruckversicherungs-Gesellschaft AG and
Centre Reinsurance International Co., a subsidiary of the Zurich
Financial Services Group, notified the Debtors of their belief
that the settlements with European International Reinsurance
Company Ltd. and Sedgwick may breach one or more provisions of
the Reinsurance Agreement.  In a Form 10-K filing with the
Securities and Exchange Commission, the Debtors report that the
hearing to review the March 1, 2004 motion has been adjourned
indefinitely as the parties attempt to resolve the issues raised
by Munich Re and Centre Reinsurance.  However, the settlement
efforts have been unsuccessful, prompting the Administrators to
file an action in the High Court of Justice, Chancery division in
London, England, seeking a declaration that the settlements with
European International and Sedgwick do not breach provisions of
the Reinsurance Agreement.

At a hearing on February 14, 2005, the English High Court gave
directions to set out an approximate 35-day timetable for the
production of evidence for a substantive hearing in early April
2005.  In addition, the English High Court gave a direction that
Curzon Insurance Limited, the original insurer under the policy,
should make a similar application to run in tandem with the
Administrators' application.

            English Court Rules on Curzon and T&N's Appeal
                   on Claims Handling Issues

In December 2002, Munchener Ruckversicherungs-Gesellschaft AG and
Centre Reinsurance International Co. sought certain declarations
from the English High Court as to the meaning of certain terms
contained in the policy and Reinsurance Agreement.  These
proceedings were adjourned.  However, in August 2003, T&N's
Administrators issued their own applications for determinations
of certain legal issues arising under the policy, including
whether:

      (i) the provision for the transfer of claims handling rights
          under the policy was not enforceable under the
          provisions of S1(3) of the Third Party (Rights Against
          Insurers) Act 1930;

     (ii) the Reinsurers must meet all expenses incurred in claims
          handling following the transfer of the right to handle
          claims, even if the expenses are incurred within the
          retention of the policy; and

    (iii) the expenses incurred by the Reinsurers constitutes an
          administration expense payable in priority to other
          creditors.

On February 12, 2004, the English High Court held that:

      (i) claims handling rights had been transferred;

     (ii) claims handling rights did not rank as an administration
          expense; and

    (iii) the Reinsurers could be obliged, in the proper exercise
          of claims handling, to incur expenses -- but only on the
          basis that they formed part of the ultimate net loss
          under the policy.

The English High Court of Appeal gave judgment on February 11,
2005.  Curzon and T&N's appeal was unsuccessful on all points.
Munich Re and CRIC were successful only in relation to their
appeal to the extent to which claims handling expenses incurred
by the Reinsurers were administration expenses.  The Court of
Appeal held that the reimbursement of the expenses should be
treated as sums payable in respect of liabilities incurred within
Section 19(5) of the Insolvency Act of 1986.  However, the Court
of Appeal said that what claims handling expenses need to be
incurred by the Reinsurers must remain a matter under the control
of the Court.  Curzon and T&N sought permission to appeal to the
House of Lords but leave was refused.  T&N's Administrators are
considering whether to seek permission to appeal from the House
of Lords.

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, P.C., 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)


FIRST REPUBLIC: Plans to Sell $50 Million of Preferred Stock
------------------------------------------------------------
First Republic Bank (NYSE: FRC) has agreed to sell $50 million of
depositary shares representing interests in its 6.25%
Noncumulative Perpetual Series B Preferred Shares, subject to
regulatory approval.  The Bank currently expects to complete this
offering on or about March 18, 2005.

The depositary shares will have a $25 per share liquidation
preference and will pay noncumulative quarterly dividends at an
annual rate of 6.25%.  Application will be made to list the
depositary shares, each representing 1/40th of a Series B
Preferred Share, on the New York Stock Exchange.

The Bank expects to use the net proceeds from the offering for
general corporate purposes, including the origination of
additional single family, multifamily, commercial real estate and
other loans.  HSBC Securities (USA) Inc. will be the sole manager
of this offering.

Neither the depositary shares nor the Series B Preferred Shares
are required to be registered under the Securities Act of 1933, as
amended, or any state securities laws, and are offered pursuant to
an exemption from registration under Section 3(a)(2) of that act.
This press release does not constitute an offer or solicitation.
The offering will be made solely by means of an offering circular
which can be obtained from the manager of this offering.

                  About First Republic Bank

First Republic Bank -- http://www.firstrepublic.com/-- is a NYSE-
traded commercial bank and wealth management firm.  The Bank
specializes in providing personalized, relationship-based wealth
management services, including private banking, investment
management, trust, brokerage, and real estate lending.  As of
December 31, 2004, the Bank had total banking and other assets
under management and administration of $24.7 billion.  First
Republic provides its services online and through branch offices
in seven major metropolitan areas: San Francisco, Los Angeles,
Newport Beach, San Diego, Santa Barbara, Las Vegas and New York
City.

                          *     *     *

Standard & Poor's Ratings Services rates First Republic's 7-3/4%
Notes due Sept. 15, 2012, at BB+.  Those bonds trade around 107
today.


FURNAS COUNTY: Secured Lenders Demand Payment from Nebraska Pork
----------------------------------------------------------------
Furnas County Farms' secured creditors Sun Trust Bank, acting as
Agent for First National Bank of Omaha, General Electric Capital
Business Asset Funding, U.S. Bank N.A., Co Bank, ACB, Bank of
America, N.A., Metropolitan Life Insurance Company and TIAA-CREF
ask the U.S. Bankruptcy Court for the District of Nebraska to
order Nebraska Pork Marketing, LLC, to honor a sale agreement and
pay them $112,750.

Furnas owes the Lenders an aggregate amount of $116,863,415,
secured by substantially all of the Debtor's assets.

In May 2004, Nebraska Pork Marketing, LLC, purchased most of the
Debtor's assets.  The acquisitions of the assets include
Nebraska's assumption of Furnas' indebtedness.  Included in the
purchase are equipment serving as collateral for the prepetition
lenders.  The sale agreement stipulated that the equipment will
be sold free and clear of liens, claims and encumbrances provided
that the sale proceeds will be paid to the Lenders.

The Lenders complain that Nebraska Pork improperly deducted a
$112,750 when it remitted the sale proceeds.  The Lenders have
asked for the money but, Nebraska refused to pay.

Headquartered in Columbus, Nebraska, Furnas County Farms operated
the largest swine operations in Nebraska, South Dakota and Iowa.
The Company, along with its affiliates, filed for chapter 11
protection (Bankr. D. Neb. Case No. 04-81489) on May 3, 2004.
James Overcash, Esq., and Joseph H. Badami, Esq., at Woods &
Aitken, LLP, represent the Debtors.  When the Debtor filed for
protection from its creditors, it listed over $50 million in
estimated assets and over $100 million in estimated liabilities.


GLOBAL CROSSING: Court Okays AGX Cross-Border Insolvency Protocol
-----------------------------------------------------------------
On Nov. 18, 2002, Asia Global Crossing Ltd. sought the winding-up
of its business under the Companies Act 1981 of Bermuda.  In
connection with the proceedings initiated by that petition, the
Bermuda Court appointed Mark Smith and James Smith as AGX's Joint
Provisional Liquidators.

To coordinate the administration of the AGX Debtors' United
States Case and their Bermuda Case, AGX Trustee Robert L. Geltzer
believes that it is appropriate to enter into a compromise with
the Joint Provisional Liquidators and implement a Cross-Border
Insolvency Protocol.  Under the Protocol, there would effectively
be a stay of virtually all proceedings in the Bermuda Case until
the closing of the U.S. Case, while Mr. Geltzer pursues the
adversary proceedings which he has commenced and may in the
future commence, and the claims of creditors of the Debtors are
adjudicated, and where appropriate, paid, in the U.S. Case.

Mr. Geltzer and the Joint Provisional Liquidators have executed
the Protocol, dated as of December 13, 2004, which provides,
essentially, that:

   (a) The Joint Provisional Liquidators will apply to the
       Bermuda Court to approve the Protocol and seek directions
       from the Bermuda Court that they need take no further
       steps in the Bermuda proceedings unless and until a
       certain time as contemplated by the Protocol pending the
       closing of the U.S. Case.

   (b) The Joint Provisional Liquidators will apply to the
       Bermuda Court for a direction that they will have no
       further involvement in the adjudication and payment of
       claims or administration of AGX's case, with the exception
       of the occurrence of presently unforeseen events requiring
       the Joint Provisional Liquidators' renewed involvement.

   (c) The functions and responsibilities of the Joint
       Provisional Liquidators will be limited to consulting with
       the Trustee and his retained professionals as may be
       required and taking the steps necessary under Bermuda law
       to seek a release and order of dissolution from the
       Bermuda Court only on the closing of the U.S. Case.

   (d) To the extent appropriate and possible under Bermuda law,
       the Bermuda Court will give judicial assistance to the
       Bankruptcy Court and apply Bermuda law remedies so as to
       replicate the automatic stay imposed by Section 362 of the
       Bankruptcy Code to prevent adverse actions against the
       assets, rights and holdings of AGX's estate.

   (e) With respect to the $400,000 received by the Joint
       Provisional Liquidators from one or both of the Debtors
       prior to the conversion of the U.S. Case to one under
       Chapter 7, the Joint Provisional Liquidators have
       represented to the Trustee that $397,637 has been
       disbursed by them to their professional advisors and
       themselves, and that those disbursements represent
       services and expenses properly incurred on AGX's behalf.
       Further, there remains a $29,204 due and owing amount to
       the Joint Provisional Liquidators and their professional
       advisors for services rendered and expenses billed through
       the Protocol date.  The Joint Provisional Liquidators have
       represented to the AGX Trustee that the Outstanding Billed
       Fees represent services and expenses that were properly
       incurred on the AGX's behalf.  Based on the Joint
       Provisional Liquidators' representations, supporting
       documents and a review of the same by the AGX Trustee's
       accountants, the AGX Trustee has no objections to the
       prior payments or of the outstanding billed fees.  Thus,
       pursuant to the terms of the Protocol, the Outstanding
       Billed Fees will be paid in this manner:

          (i) the Trustee will disburse to the Joint Provisional
              Liquidators from the funds of AGX's estate $26,841;
              and

         (ii) the Joint Provisional Liquidators in turn will
              disburse to its professional advisors the amount
              received from the AGX Trustee, together with the
              $2,363 amount which the Joint Provisional
              Liquidators are presently holding as the
              un-reimbursed balance of the previous $400,000 cash
              advance, totaling $29,204, in amounts due to the
              Joint Provisional Liquidators and their
              professional advisors, or in other amounts as the
              Bankruptcy Court may allow.

   (f) The Trustee will advance $35,000 to the Joint Provisional
       Liquidators to be used to defray any additional fees and
       expenses incurred or to be incurred by the Joint
       Provisional Liquidators or the their professional advisors
       and not previously billed, including time incurred in
       negotiating and reviewing drafts of the Protocol document.
       In the event certain additional fees and expenses of the
       Joint Provisional Liquidators or the Bermuda
       representatives is less than the Advanced Amount, the
       Joint Provisional Liquidators will remit the balance of
       the unused Advanced Amount to the AGX Trustee.  In the
       event that the Joint Provisional Liquidators' additional
       fees and expenses exceed the Advanced Amount, then the
       Joint Provisional Liquidators may make a motion in the
       U.S. Case, on notice in accordance with the applicable
       provisions of the Bankruptcy Code and the Bankruptcy Rules
       governing applications for compensation by professionals,
       for an order of the Bankruptcy Court allowing fees and
       expenses in excess of the Advanced Amount, and seeking
       authorization for the AGX Trustee to pay any allowed fees
       and expenses from the AGX's estate, without prejudice to
       the right of any party with standing, including the AGX
       Trustee, to object to any motion.

                          *     *     *

The Court approves the Cross-Border Insolvency Protocol.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe.  Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services.  The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on December 9, 2003.  (Global Crossing Bankruptcy News,
Issue No. 74; Bankruptcy Creditors' Service, Inc., 215/945-7000)


HAWAIIAN AIRLINES: Court Confirms Chapter 11 Trustee's Plan
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Hawaii
approved Hawaiian Airlines Inc.'s plan of reorganization, on
Thursday, March 10, 2005.  The Company should emerge from
bankruptcy protection in early April, after its two remaining
labor contracts are ratified and a formal order is entered by the
court.

Hawaiian Airlines Trustee Joshua Gotbaum said, "This is a great
day for a great airline and everyone who is part of Hawaiian: Our
shareholders keep their shares, which have increased in value.
Our creditors get repaid in full.  And Hawaiian employees will,
for the first time, get wages and benefits as good or better than
our competitors.  For an airline that two years ago was losing
money and had less than $20 million in the bank, I think it's a
real success.

"We all look forward to Hawaiian's emerging from Chapter 11 and
showing the world that what is already one of America's best
airlines will get even better," he said.

Mr. Gotbaum developed and proposed the Joint Plan with Hawaiian's
creditors committee and investor group Ranch Capital LLC.  He
noted that, unlike most bankruptcies, under the plan at Hawaiian:

   -- Creditors will receive 100% of the value of their claims,
      most of them in cash.

   -- Existing stockholders keep their shares, whose value has
      risen during the bankruptcy, and;

   -- Employees have new negotiated contracts, which, for the
      first time, have pay and benefits comparable to or better
      than those at Hawaiian's competitors.

Furthermore, thanks to financing provided and arranged by Ranch
Capital, a co-proponent of the plan and now the controlling
shareholder of Hawaiian's parent company, Hawaiian Airlines will
have substantial new capital for growth.

The Hawaiian bankruptcy has involved many twists and turns over
the past two years.  After the airline filed in March 2003,
creditors successfully petitioned the bankruptcy court to replace
the airline's CEO and controlling shareholder with a trustee.

Under a trustee, multiple reorganization plans can be filed, and
several plans were, including one by Boeing, a major creditor, and
another by one of Hawaiian's own pilots. The former plan was
withdrawn last fall and the latter plan was withdrawn on Thursday
after its financing source was arrested by the FBI for fraud and
bribery.

Mr. Gotbaum, working with Hawaiian's creditors committee,
established a competitive process to solicit investors for their
own plan.  In August, they selected and jointly proposed a plan
with investors led by Ranch Capital, who had purchased a
controlling interest in Hawaiian's parent company, Hawaiian
Holdings, Inc. (Amex: HA).

In the two years since Hawaiian entered Chapter 11, the airline
has restructured its fleet, aircraft leases and other contracts
and made changes to its routes, fares and marketing.  It
negotiated new three-year labor contracts with its six union
groups that will provide most employees with wage increases while
implementing productivity improvements to keep overall costs from
rising.

All but two of the contracts, those covering Hawaiian's flight
attendants and its pilots, have been ratified.  Once the remaining
contracts are ratified, the bankruptcy judge can sign the order
confirming the Plan.

When the Plan becomes effective, Hawaiian Airlines President and
Chief Operating Officer Mark Dunkerley will become Chief Executive
Officer.  Lawrence Hershfield, Ranch Capital's managing director,
who became CEO of Hawaiian Holdings and chair of its board, will
also chair the new board of Hawaiian Airlines, Inc.

                      An Amazing Turnaround

Since entering bankruptcy on March 21, 2003, Hawaiian's turnaround
operationally and financially has been remarkable.  According to
the U.S. Department of Transportation, Hawaiian has led the
industry in on-time performance for the past 15 consecutive
months.  In 2004, Hawaiian was the top-ranked airline by DOT
finishing #1 for on-time service, #2 for baggage handling and for
oversales and in the top five for consumer complaints.

Two nationally recognized travel magazines, Conde Nast Traveler
and Travel + Leisure rate Hawaiian as the best airline serving
Hawaii and among the best in the nation.

The past two years have also been Hawaiian's most profitable.  In
2003, Hawaiian made a $133 million reversal of fortune, generating
an operating profit of $77.5 million on revenue of $706.1 million
after recording an operating loss of $55.2 million on revenue of
$632 million in 2002.  And despite skyrocketing fuel costs,
Hawaiian followed up in 2004 with an estimated unaudited operating
profit of $70 million on revenue of $764 million.  Hawaiian's
(unaudited) operating profit margin in 2004, 9.4%, was the highest
of all major airlines.

                     About Hawaiian Airlines

Hawaiian Airlines, Inc. -- http://www.HawaiianAirlines.com/-- the
nation's number one on-time carrier, is recognized as one of the
best airlines in America.  Readers of two prominent national
travel magazines, Conde Nast Traveler and Travel + Leisure, have
both rated Hawaiian as the top domestic airline serving Hawaii in
their most recent rankings, and the fifth best domestic airline
overall.

Celebrating its 76th year of continuous service, Hawaiian is
Hawaii's biggest and longest-serving airline, and the second
largest provider of passenger air service between Hawaii and the
U.S. mainland. Hawaiian offers nonstop service to Hawaii from more
U.S. gateway cities than any other airline. Hawaiian also provides
approximately 100 daily jet flights among the Hawaiian Islands, as
well as service to Australia, American Samoa and Tahiti.

On March 21, 2003, Hawaiian Airlines, Inc., filed a voluntary
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Hawaii (Case No. 03-00827).  Joshua Gotbaum serves as the chapter
11 trustee for Hawaiian Airlines, Inc.  Mr. Gotbaum is represented
by Tom E. Roesser, Esq., and Katherine G. Leonard, Esq., at
Carlsmith Ball LLP and Bruce Bennett, Esq., Sidney P. Levinson,
Esq., Joshua D. Morse, Esq., and John L. Jones, II, Esq., at
Hennigan, Bennett & Dorman LLP.


HEILIG-MEYERS: Court Approves RoomStore's Disclosure Statement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
approved the Disclosure Statement explaining the Amended and
Restated Joint Plan of Reorganization proposed by HMY RoomStore,
Inc., a wholly owned subsidiary of Heilig-Meyers Company, and the
Official Committee of Unsecured Creditors, on March 10, 2005.

RoomStore is now authorized to deliver the disclosure statement to
its creditors and ask them to vote on the Plan.  The Bankruptcy
Court has scheduled a hearing on April 21, 2005, to consider plan
confirmation.

Objections, if any, to confirmation of the plan must be filed and
served by April 7, 2005.

Under the terms of the Plan, RoomStore will emerge as a
reorganized business enterprise and the unsecured creditors of
RoomStore will receive common stock in Reorganized RoomStore in
satisfaction of their claims against RoomStore.  Reorganized
RoomStore will issue 9.8 million shares of new RoomStore common
stock to an unsecured claims reserve for the benefit of allowed
unsecured claims and affiliated debtor claim.  Heilig-Meyers
Company, the parent of RoomStore, is the single largest creditor
of RoomStore and will receive approximately 67% of the new common
stock of Reorganized RoomStore.  Reorganized RoomStore will
continue to operate stores under the RoomStore name.

A full-text copy of the Court-approved Disclosure Statement explaining the Amended and Restated Joint Liquidating Plan of
Reorganization proposed by HMY RoomStore, Inc., is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050313223817

A full-text copy of the Amended and Restated Joint Liquidating Plan of Reorganization proposed by HMY RoomStore, Inc., is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=050313224525


                    Heilig-Meyer's Amended Plan

On March 7, 2005, Heilig-Meyers Company and certain of its wholly
owned subsidiaries:

   -- Heilig-Meyers Furniture Company,
   -- Heilig-Meyers Furniture West, Inc.,
   -- HMY Star, Inc., and
   -- MacSaver Financial Services, Inc.,

and the Official Committee of Unsecured Creditors have filed an
Amended and Restated Joint Liquidating Plan of Reorganization and
Disclosure Statement with the Bankruptcy Court.  The Amended Plan
amends and restates the Proposed Joint Plan of Reorganization
filed by the Companies and HMY RoomStore, Inc., on Sept. 16, 2004.

The Bankruptcy Court will conduct a hearing for the purpose of
making a determination as to the adequacy of the Disclosure
Statement.  Once the Bankruptcy Court approves the Disclosure
Statement, the Companies will ask creditors to vote in favor of
the Plan.

The Initial Plan contemplated that only RoomStore would emerge as
a reorganized business enterprise.  Subsequently, the Companies,
HMY RoomStore, Inc., and the Creditors' Committee determined that
the value of RoomStore as a going concern would be best preserved
and maximized for the benefit of the creditors of the Companies
and RoomStore by filing and confirming a stand alone plan of
reorganization for RoomStore.  Accordingly, on Feb. 2, 2005, a
Joint Plan of Reorganization Proposed by HMY RoomStore, Inc., and
the Official Committee of Unsecured Creditors was filed with the
Bankruptcy Court.  Heilig-Meyers Company is the single largest
creditor of RoomStore and, under the RoomStore Plan, will receive
approximately 67% of the new common stock of Reorganized
RoomStore.  Reorganized RoomStore will continue to operate over 60
stores under the "RoomStore" name.

Under the terms of the proposed Amended Plan, pre-petition
creditors will receive beneficial interests in a Liquidation Trust
in settlement of their claims.  All of the Companies' assets will
be transferred to a Liquidation Trust to be converted to cash for
distribution or distributed directly to the beneficiaries of the
Liquidation Trust.  The holders of existing common stock of
Heilig-Meyers Company will receive no distribution under the
proposed Amended Plan and will have no interest in the Liquidation
Trust, and it is anticipated that the existing shares of common
stock will be cancelled.

A full-text copy of the Disclosure Statement explaining the Amended and Restated Joint Liquidating Plan of Reorganization proposed
by Heilig-Meyers Company and its debtor-affiliates is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050313223438

A full-text copy of the Amended and Restated Joint Liquidating Plan of Reorganization proposed by Heilig-Meyers Company and its
debtor-affiliates is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050313224201

RoomStore offers a wide selection of professionally coordinated
home furnishings in complete room packages at value-oriented
prices.  RoomStore operates 65 stores located in Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina and Texas.

Heilig-Meyers Company filed for chapter 11 protection on
Aug. 16, 2000 (Bankr. E.D. Va. Case No. 00-34533), reporting
$1.3 billion in assets and $839 million in liabilities.  When the
Company filed for bankruptcy protection it operated hundreds of
retail stores in more than half of the 50 states.  In April 2001,
the company shut down its Heilig-Meyers business format.  In
June 2001, the Debtors sold its Homemakers chain to Rhodes, Inc.
GOB sales have been concluded and the Debtors are liquidating
their remaining Heilig-Meyers assets.  The Debtors are working to
effect a restructuring of their RoomStore business operations with
the expectation of bringing that business out of bankruptcy as a
reorganized company.  Bruce H. Matson, Esq., Troy Savenko, Esq.,
and Katherine Macaulay Mueller, Esq., at LeClair Ryan, P.C., in
Richmond, Va., represent the Debtors.


HLI OPERATING: Moody's Puts B2 Rating on Euro 120MM Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating for the proposed
new guaranteed senior unsecured notes of HLI Operating Company,
Inc., an indirect subsidiary of Hayes Lemmerz International, Inc.
Half of the net proceeds of the proposed notes will be applied to
prepay existing senior secured term loans, with the other half to
be used to either augment cash or repay outstanding revolver debt
or accounts receivable securitization usage.

Moody's additionally downgraded all of the existing ratings for
HLI Opco in response to Hayes Lemmerz's weaker-than-anticipated
consolidated free cash flow performance since its June 2003
reorganization out of Chapter 11 bankruptcy.  Hayes Lemmerz will
likely once again realize negative free cash flow generation
during the fiscal year ending January 31, 2006 and will therefore
have to rely on either its balance sheet cash or liquidity
facilities in order to finance a portion of its cash interest
obligations during this period.

The outlook for HLI Opco's ratings is stable after incorporating
Moody's actions above.

The specific rating actions taken by Moody's are:

   * Assignment of a B2 rating for HLI Operating Company, Inc.'s
     proposed Euro 120 million guaranteed senior unsecured notes
     maturing 2012, to be issued under Rule 144A with registration
     rights;

   * Downgrade to B2, from B1, of the rating for HLI Operating
     Company, Inc.'s $162.5 million remaining balance of 10.5%
     guaranteed senior unsecured notes maturing June 2010 (the
     original issue amount of $250 million was reduced as a result
     of an equity clawback executed in conjunction with Hayes
     Lemmerz's February 2004 initial public equity offering);

   * Downgrade to B1, from Ba3, of the ratings for HLI Operating
     Company, Inc.'s approximately $527 million of remaining
     guaranteed senior secured bank credit facilities, consisting
     of:

     -- $100 million guaranteed senior secured bank revolving
         credit facility due June 2008;

     -- $450 million ($427.3 million remaining) guaranteed senior
        secured bank term loan facility due June 2009 (which term
        loan will be prepaid by approximately $73 million through
        application of about half of the net proceeds from the
        proposed notes offering);

    * Downgrade to B1, from Ba3, of the senior implied rating;

    * Downgrade to B3, from B1, of the senior unsecured issuer
      rating, which rating does not presume the existence of
      subsidiary guarantees

Hayes Lemmerz additionally entered into a three-year $75 million
domestic accounts receivable securitization agreement during
December 2004.  The company is presently negotiating the terms of
a $25 million foreign accounts receivable securitization
agreement.  These unrated off-balance sheet agreements will offset
the impact of canceled OEM early pay arrangements (which
discounted an average of approximately $35 million of accounts
receivable) and also provide some incremental liquidity.  A
November 2004 amendment to the senior secured credit agreement was
executed in order to permit these transactions.  Usage under the
securitization agreements is not captured as debt for financial
covenant purposes.

The new rating assignments and rating downgrades reflect Hayes
Lemmerz's negligible debt reduction from operating cash flows to
date, Moody's expectation that EBIT interest coverage will fall
below 1.0x during the fiscal period ending January 2006, and the
potential for total debt/EBITDAR leverage to gradually increase
from above 3.5x pro forma for the transactions to more than 4.0x
should performance fall short of management's base case
projections.  This leverage ratio captures off-balance sheet
obligations for the present value of leases, letters of credit,
and accounts receivable securitizations as debt.  As a capital-
intensive original equipment supplier with end customer exposure
to the Big 3 manufacturers globally approximating 45%, Hayes

Lemmerz is highly vulnerable to weakened production schedules.
Hayes Lemmerz is additionally a major user of various grades of
steel, iron, and gas.  Moody's believes that the company will
realize less-than-full recovery of commodity price increases
despite various steps to negotiate customer price increases,
maximize recovery from its own scrap, and reduce its cost
structure.  Hayes Lemmerz's North American operations including
Mexico are undergoing an expansion program that is requiring
substantial up-front capital investment in low-pressure aluminum
die casting equipment along with consolidation expenses to
eliminate high-cost excess capacity.

Hayes Lemmerz is also investing heavily in expansion within low-
cost countries in order to reduce overall production costs and
additionally take advantage of significant growth trends within
these emerging regions.  The success of these efforts is highly
critical to the company's realization of future performance goals.
Hayes Lemmerz was notably excluded from bidding on many new
business opportunities during the period the company was in
bankruptcy.  Much of the new business being booked entails long
lead times and is therefore back-end loaded.  The company has a
significant goal of realizing annual productivity improvements of
6% or more in order to offset customer price-downs, the impact of
higher commodity costs, and other volume and mix factors.

The ratings and stable outlook are supported by the series of
steps recently taken by Hayes Lemmerz to improve its liquidity
profile.  These include the proposed notes offering to be
denominated in Euros, the new accounts receivable securitization
agreement, and the amendments to the senior secured credit
agreement to permit these transactions and to materially loosen
financial covenants and improve effective unused liquidity to
about $200 million.  In the event that Hayes Lemmerz follows
through with the contemplated sales of its commercial highway hub
and drum business and also closes a $25 million accounts
receivable securitization, liquidity would be further improved.

The additional liquidity, partially extended maturities, and
creation of a natural currency hedge for a portion of the
company's loans enhance Hayes Lemmerz's ability to pursue
expansion into lower cost countries.  Hayes Lemmerz also continues
to maintain #1 or #2 market positions within its key segments
globally.  The company is additionally investing heavily in
incremental low-pressure aluminum die cast capacity with the goal
of aggressively seeking awards for higher-margin aluminum products
such as larger wheels.  These less commodity-oriented products
face more limited competition from both traditional and new
Chinese competitors.  Management has indicated that most existing
capacity outside of North America is already near full utilization
and thereby generating proportionately stronger margins.

Hayes Lemmerz's revenue base is split nearly equally between North
America and the rest of the world.  This diversification reduces
the company's vulnerability to production trends within particular
geographic markets.  Hayes Lemmerz is also the only global
supplier of both steel and aluminum wheels.  The company launched
more than $375 million of follow-on and conquest business during
2004, and was awarded more than $300 million of gross new business
scheduled to launch between 2005 and 2009.  Once capacity is
further expanded and the company establishes an even more
significant presence in lower-cost countries, its new business
awards are expected to accelerate at an even faster pace, and its
customer base is expected to be further broadened.

Moody's would be likely to lower Hayes Lemmerz's ratings or
outlook in the event that liquidity deteriorates meaningfully, the
company fails to achieve a turnaround of its North American free
cash flow performance, steel and other commodity costs continue to
rise and cannot be offset through recovery from customers or other
means, new business awards are not realized as necessary to fill
incremental capacity, or investment in new capacity exceeds
expected levels.

Substantial improvement in Hayes Lemmerz's free cash flow
generation driving net debt reduction in excess of $100 million
and a reduction in total debt/EBITDAR leverage closer to 3.0x
would be the most likely driver of a positive movement in the
company's outlook or ratings.

HLI Opco's proposed Euro 120 million of senior unsecured notes due
2012 will be pari passu with its existing 162.5 million of 10.5%
guaranteed senior unsecured notes due 2010.  These notes will be
supported by guarantees from Hayes Lemmerz and from substantially
all domestic subsidiaries.  The notes will be non-call for four
years with the exception of a 35% equity clawback, will contain a
change of control provision permitting puts at 101% of principal
plus accrued interest, and will have a 30-day grace period for
non-payment of interest.

Hayes Lemmerz International, Inc., is the largest worldwide
producer of aluminum and steel wheels for the light vehicle
market, with an approximately 20% market share in both North
America and Europe.  The company is also a leading provider of
steel wheels for the commercial highway market and a leading
supplier in the market for suspension, brake and powertrain
components.  Annual revenues approximate $2.2 billion.


HUDSON'S BAY: Performance Decline Prompts S&P to Slice Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings to 'BB' from 'BB+' on
Hudson's Bay Co.  At the same time, Standard & Poor's lowered its
'BB' debt rating to 'B+' on the company's 7.5% convertible
unsecured subordinated debentures.  The outlook is negative.

"The downgrade on Hudson's Bay reflects continuing deterioration
in the company's operating results, resulting in very weak
profitability measures; and an extremely challenging competitive
environment that has resulted in persistent market share losses,
particularly at mass merchant Zellers," said Standard & Poor's
credit analyst Don Povilaitis.

The two-notch separation between the corporate credit rating on
Hudson's Bay and the rating on its subordinated debentures
reflects the subordinated ranking of this instrument and the high
percentage of priority debt, which by Standard and Poor's
definition, includes an adjustment to debt for operating leases in
the company's capital structure.

Hudson's Bay's fiscal 2005 (year ended Jan. 31, 2005) sales of
C$7 billion declined about 3% from fiscal 2004, reflecting
continued weakness at Zellers, where comparable store sales fell
2.3% in fiscal 2005, and weakness at The Bay department stores,
where same store sales declined 0.2% for the same period.
The declines were broadly based, resulting from continued
competitive pressures in the mass channel from the likes of
Wal-Mart Canada, unseasonable weather, a shorter Christmas selling
season, and pricing pressures, which affect categories such as
apparel and softlines.

The company's revenue shortfall experienced in fiscal 2005
resulted in a significant decline in profitability, as full year
lease-adjusted operating income declined 6% to C$499 million and
lease-adjusted operating margin contracted to 7.1% from 7.3%.
Return on permanent capital was especially weak at 5.8%.  Free
operating cash flow also declined substantially in fiscal 2005 to
C$77.5 million from C$277.3 million, largely reflecting the
company's increased capital expenditure program, specifically the
focus on Zellers' Neighborhood Market food offerings.

Incorporated into the current outlook is the expectation that the
company will grow revenues meaningfully from current levels while
stabilizing its profitability metrics to levels commensurate with
the company's North American peer group.  This could prove very
challenging in the context of unrelenting competition in both the
department store and mass channels.


HUFFY CORP: U.S. Trustee Amends Creditors Committee Membership
--------------------------------------------------------------
The United States Trustee for Region 9 amended the appointment of
creditors to serve on the Official Committee of Unsecured
Creditors of Huffy Corporation and its debtor-affiliates chapter
11 case.

Creditors Bailey Cycle Service Limited and Jefferson Wells
International, Inc., have been removed from the Committee, and
China Export And Credit Insurance Corporation has been added.

The Amended Creditors Committee in the Debtors' chapter 11 case:

   1. China Export And Credit Insurance Corporation
      Attn: Edward H. Tillinghast, III, Esq.
      c/o Coudert Brothers, LLP
      1114 Avenue of the Americas
      New York City, New York 10036-7703
      Phone: 212-626-4400, Fax: 216-626-4120

   2. Cortina International
      Attn: Peter Wu
      Room No. 1405B, 14th Floor Argyle Centre Phase 1
      No. 688 Nathan Rd.
      KLN, Hong Kong
      Phone: 852 2385 6071

   3. Richard L. Molen
      1440 Country Wood
      Dayton, Ohio 45440
      Phone: 937-848-7616, Fax: 937-848-7617

   4. Pension Benefit Guaranty Corporation
      Attn: Suzanne Kelly
      1200 K Street N.W., Suite 270
      Washington, D.C. 20005-4026
      Phone: 202-326-4070

   5. Ramiko Co.
      Attn: Edward H. Tillinghast, III, Esq.
      c/o Coudert Brothers, LLP (for Sinosure)
      1114 Avenue of the Americas
      New York City, New York 10036-7703
      Phone: 212-626-4400, Fax: 216-626-4120

   6. Shen Zhen Bo An Bike Co.
      Attn: Edward H. Tillinghast, III, Esq.
      c/o Coudert Brothers, LLP (for Sinosure)
      1114 Avenue of the Americas
      New York City, New York 10036-7703
      Phone: 212-626-4400, Fax: 216-626-4120

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in 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.


HUFFY CORP: Creditors Committee Taps Armel Gray as Special Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Huffy Corporation
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
Southern District of Ohio for permission to employ Armel, Gray LLP
as its special counsel.

The Committee has selected Armel Gray because of its expertise in
commercial law within the country of Canada, and the Firm is
highly qualified in general corporate matters and other areas of
commercial and business law.

Because certain of the Debtors' assets and business operations are
located in Canada, Armel Gray will advise the Committee regarding
Canadian law with respect to investigating the validity, extent,
priority and perfection of liens and security interests of the
Debtors' prepetition secured lenders.

Armel Gray will also provide the Committee with all other
specialized legal services that concerns the Debtors' Canadian
assets and operations.

Douglas Hendler, a Partner at Armel Gray, is the lead special
counsel for the Committee.  Mr. Hendler will charge $400 (CDN) for
his services.  Mr. Hendler discloses that the total amount of the
Committee's engagement of the Firm will not exceed $5,000 (CDN).

Armel Gray assures the Court that it does not represent any
interest adverse to the Committee, the Debtors or their estates.

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.


HUNTER FAN: S&P Rates Planned $200M Sr. Sec. Loan & Facility at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to ceiling fan designer and marketer Hunter Fan
Company.

At the same time, Standard & Poor's assigned its 'B' bank loan
ratings and '3' recovery ratings to the company's proposed
$150 million senior secured term loan B due 2012 and its
$50 million revolving credit facility due 2010.

The ratings are based on preliminary terms and are subject to
review upon final documentation.  The outlook is stable.

Pro forma for the transaction, Memphis, Tennessee-based Hunter Fan
will have $150 million in total debt outstanding.

The ratings reflect Hunter Fan's leveraged capital structure,
narrow product focus, small size, and customer and supplier
concentration.

Hunter Fan designs, engineers, and distributes ceiling fans under
the Hunter and Casablanca brands, which represent the majority of
sales.  Other product segments include home comfort products such
as air purifiers, humidifiers and programmable thermostats under
the Hunter brand, and decorative lamps and fixtures under the
Hunter and Kenroy brands.  Supported by its strong brand names,
Hunter Fan has significant market share within the $1 billion
domestic ceiling fan market.  However, the company is a smaller
player in the highly fragmented $1.6 billion home comfort products
industry.

"Given the company's well-below-average business risk profile, we
expect Hunter Fan to maintain credit protection measures above the
medians for the rating category and apply free cash flow to debt
reduction.  If Hunter Fan improves credit metrics and further
diversifies customer and product concentration over the next one
to two years, we would consider an outlook change to positive,"
said Standard & Poor's credit analyst Alison Birch.


IMAGING TECHNOLOGIES: Loss & Deficit Trigger Going Concern Doubt
----------------------------------------------------------------
Imaging Technologies Corporation discloses this financial
information for the six months ended December 31, 2004:

   * a $725,000 net loss;
   * a $22,924,000 working capital deficiency; and
   * a $21,272,000 stockholders' deficit.

In addition, the Company is in default on certain note payable
obligations, is being sued by numerous trade creditors for
nonpayment of amounts due and is late on its filings of payroll
tax returns.  The Company is also deficient in its payments
relating to payroll tax liabilities.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company plans to overcome the circumstances that impact the
ability to remain a going concern through a combination of
achieving profitability, raising additional debt and equity
financing, and renegotiating existing obligations.  In addition,
management will continue to work with the Internal Revenue Service
and State taxing Authorities to reconcile and resolve all open
accounts and issues.

In recent years, Imaging Technologies has been working to reduce
costs through reduction in staff and reorganizing its business
activities.  Additionally, it has sought to reduce debt through
debt to equity conversions.  The Company continues to pursue the
acquisition of businesses that show the potential to grow its
business.

The Company says it needs additional funds for working capital and
financial operations.

Imaging Technologies Corporation provides a variety of financial
services to small and medium-size businesses.  These services
allow its customers to outsource many human resources tasks,
including payroll processing, workers' compensation insurance,
health insurance, employee benefits, 401k investment services,
personal financial management, and income tax consultation.  In
November 2001, the Company began to provide these services to
relieve some of the negative impact they have on the business
operations of its existing and potential customers.  To this end,
through strategic acquisitions, Imaging Technologies became a
professional employer organization.


JETSGO CORP: Files for CCAA Protection After Halting Operations
---------------------------------------------------------------
Jetsgo Corporation is ceasing all operations effective
immediately.  The Company will be asking the Quebec Superior Court
to immediately grant it protection under the Companies' Creditors
Arrangement Act.  Court protection will allow Jetsgo to consider
all options available to reorganize its affairs.

Passengers are advised to make alternative travel arrangements
prior to going to the airport as there will be no Jetsgo staff or
aircraft available.  Travelers seeking to return to their point of
origin must make alternative arrangements with other airlines or
with their travel agent or tour operator.

Given difficult market conditions resulting from competitive
pressures in the Canadian airline industry, Jetsgo has determined
that, in the circumstances, it is prudent and responsible to
discontinue its operations and ground all of its planes.

Michel Leblanc, President of Jetsgo, said: "We deeply regret that
this had to happen.  The decision to cease operations was only
taken after difficult deliberation.  We are very concerned about
our customers and the significant hardship that this action
causes.  In the meantime, we encourage our passengers to contact
their travel agent or an alternative airline."

Jetsgo intends to keep its stakeholders, including its employees
and customers, informed of the development of its restructuring
process.  Information and Court filed documents regarding the CCAA
proceedings will be available on Jetsgo's website at
http://www.jetsgo.net/as well as on RSM Richter Inc.'s website at
http://www.rsmrichter.com/and will regularly be updated.
Information may also be obtained by communicating with RSM Richter
Inc. by telephone at 1-800-246-1125.

               Travel Agents Give Travelers Guidance

Following JetsGo's early morning announcement that it was ceasing
all operations, the Association of Canadian Travel Agencies --
ACTA -- is taking steps to inform affected travelers of their
rights under relevant regulations in place in Quebec, Ontario and
British Columbia and to remind them to seek counsel from their
travel agent at their earliest opportunity.

Those travelers who have booked with their registered travel
agency in Quebec, Ontario and British Columbia will be entitled to
compensation ranging from $3,000 (Quebec) to $5,000 (Ontario and
B.C.) per passenger.  Respective provincial authorities, TICO in
Ontario, OPC in Quebec and BPCPA in BC have or will be issuing
advisories to consumers through their respective Web site as to
how to file a claim.

Those travelers who have bought their ticket in other provinces or
directly from JetsGo are not entitled to any compensation and will
have to appeal to their credit card issuer hoping for relief if
they have purchased their tickets using their credit card.  "We
keep reminding consumers of the advantages of using the services
of a travel professional," said Mr. Charlebois, "and the value of
these services becomes even more obvious in crisis situations like
the one we face today."

The demise of JetsGo could not have happened at a worst time.
March is traditionally a month of high demand for air travel
because so many students are on holidays.  To compound the
problem, airlines are reporting brisk bookings for the Easter
holiday.  Travelers left stranded by JetsGo will be able to make
alternate arrangements to return home through the other major
carriers.  It is important to note that neither Air Canada,
WestJet, nor CanJet are under any obligation to accommodate
affected travelers.  However, these airlines have committed to
accepting reservations at their best possible fare available at
the time of booking and are increasing capacity where warranted.
Travelers are urged to make alternate flight arrangements through
their travel agent at the earliest, given the high demand created
by holidays compounded by JetsGo's failure.

Marc-Andr, Charlebois, President and CEO of ACTA, is also seizing
this opportunity to remind Federal Transport Minister, the
Honorable Jean Lapierre, of ACTA's longstanding position regarding
the need to establish a national traveler protection program
designed to protect all Canadian travelers against the failure of
travel services providers.  Said Mr. Charlebois, "Back in August
of last year, on the heels of Honorable Lapierre's appointment to
Cabinet, we wrote to the Minister requesting, among other things,
that he consider the urgency of putting in place a Traveler
Protection Fund.  At that time, Air Canada was in the midst of
restructuring its operations, under bankruptcy protection, and it
appeared to us that no carrier was impervious to failure.  Our
advice went unheeded but sadly, today's events have demonstrated
the urgency of this matter."

ACTA will be monitoring the situation and will keep both travel
agencies and their clients informed of developments on its website
at http://www.acta.ca/


KAISER ALUMINUM: Alpart & Jamaica's Third Amended Liquidation Plan
------------------------------------------------------------------
On February 28, 2005, Alpart Jamaica, Inc., and Kaiser Jamaica,
Inc., delivered to the United States Bankruptcy Court for the
District of Delaware its Third Amended Liquidation Plan.

The Amended Plan contains a number of modifications discussed at
the February 23 Disclosure Statement hearing.

A. Guaranty Subordination Dispute

The Third Amended Plan provides additional information on the
pending litigation pertaining to the relative priority of holders
of Senior Note Claims and holders of Senior Subordinated Note
Claims to payments by Kaiser Aluminum Corporation and its debtor-
affiliates that guaranteed the Notes, including Alpart Jamaica and
Kaiser Jamaica.

The Liquidating Debtors indicate that if the Court is required to
resolve the Guaranty Subordination Dispute, the involved parties
could appeal the Court's ruling and request a stay which, if
granted, would prohibit the distribution of some or all of the
Public Note Distributable Consideration to be distributed to
holders of claims in Subclass 3A or Subclass 3B.

Public Note Distributable Consideration means:

   (a) the Public Note Percentage -- 68% less or 68% of other
       unsecured claims percentage -- of the Cash in the
       segregated trust account to be established and maintained
       by the appointed distribution trustee to satisfy allowed
       unsecured claims against the Liquidating Debtors' estates;
       and

   (b) Cash equal to the fees in the aggregate up to an aggregate
       amount not to exceed $1,500,000.

B. Preservation of Insurance

Alpart Jamaica and Kaiser Jamaica supplement the provisions
relating to "Preservation of Insurance" under the Third Amended
Plan to include that nothing in the Plan or in the order
confirming the Plan will preclude any entity from asserting in any
proceeding any and all claims, defenses, rights, or causes of
action that it has or may have under or in connection with any
insurance policy or insurance settlement agreement.  In addition,
nothing in the Plan or the Confirmation Order will be deemed to
waive any of the claims, defenses, rights, or causes of action
that any entity has or may have under the provisions, terms,
conditions, defenses, and exclusions contained in those policies
or settlements.

The Liquidating Debtors also clarify that notwithstanding the
additional provisions and the substantial consummation of the
Third Amended Plan, in connection with any settlement made in any
of the Debtors' Chapter 11 cases that concerns any insurance
policy, the Court retains jurisdiction to issue or approve (a)
buybacks of those insurance policies under Section 363 of the
Bankruptcy Code, and (b) injunctions, releases, or exculpations
under the Bankruptcy Code, to, inter alia, protect any settling
insurers against claims or demands made against the Debtors.  In
this regard, as between KACC and the Liquidating Debtors, KACC
will have full and sole right and authority to settle, release,
compromise, and enter into buybacks by insurers of insurance
policies as to which the Liquidating Debtors, or any of them have
or may assert rights as an insured.

C. No Discharge

The Liquidating Debtors emphasize that in accordance with Section
1141(d)(3), the confirmation of the Liquidation Plan will
discharge neither Alpart Jamaica nor Kaiser Jamaica.

D. Plan Modification or Revocation

Affording creditors with an impenetrable shield, the Liquidating
Debtors provide that the Third Amended Plan "may not be amended,
modified, revoked, or withdrawn with the intent of altering or
undermining in any way the Bankruptcy Court's determination of the
. . . entitlement of holders of Allowed Claims under [the Third
Amended Liquidation Plan]. "

A copy of Alpart Jamaica and Kaiser Jamaica's Third Amended
Liquidation Plan is available for free at:

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

A copy of Alpart Jamaica and Kaiser Jamaica's Third Amended
Disclosure Statement is available for free at:

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

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: Australia & Finance's Amended Liquidation Plan
---------------------------------------------------------------
Kaiser Alumina Australia Corporation and Kaiser Finance
Corporation delivered to the United States Bankruptcy Court for
the District of Delaware its Third Amended Liquidation Plan on
February 28, 2005.

The Amended Plan contains a number of modifications discussed at
the February 23 Disclosure Statement hearing.

A. Guaranty Subordination Dispute

The Third Amended Plan provides that in relation to the Guaranty
Subordination Dispute, if the Court is required to resolve the
pending Litigation, the involved parties could appeal the Court's
ruling and request a stay that, if granted, would prohibit the
distribution of some or all of the Public Note Distributable
Consideration to be distributed to holders of Claims in Subclass
3A or Subclass 3B.

B. No Discharge

Kaiser Australia and Kaiser Finance clarify that in accordance
with Section 1141(d)(3) of the Bankruptcy Code, the confirmation
of the Third Amended Plan will not discharge either Liquidating
Debtor.

C. Preservation of Insurance

Nothing in the Third Amended Plan or in the order confirming the
Plan will preclude any entity from asserting in any proceeding any
and all claims, defenses, rights, or causes of action that is or
may have under or in connection with any insurance policy or
insurance settlement agreement.  Additionally, nothing in the
Third Amended Plan or the Confirmation Order will be deemed to
waive any claims, defense, right, or causes of action that any
entity has or may have under the provisions, terms, conditions,
defenses, and exclusions contained in those policies or
settlements.

The Liquidating Debtors also note that notwithstanding the
Preservation of Insurance provisions and the substantial
consummation of the Third Amended Plan, in connection with any
possible settlements made in any of the Debtors' Chapter 11 cases
that concern any insurance policies, the Court will retain
jurisdiction over the Chapter 11 cases to issue or approve
buybacks of insurance policies under Section 363 of the
Bankruptcy Code or to issue or approve injunctions, releases, or
exculpations under the Bankruptcy Code to, inter alia, protect any
settling insurers against claims or demands made against the
Kaiser Australia and Kaiser Finance.  Moreover, the Court will
provide Kaiser Aluminum & Chemical Corporation the full and sole
right and authority to settle, release, compromise, and enter into
buybacks by insurers of insurance policies as to which the
Liquidating Debtors, or any of them, have or may assert rights as
an insured.  The Liquidating Debtors will not be entitled to any
consideration or other value as a result of KACC's exercise of its
right.

D. Limitation of Actions

The Liquidating Debtors also note that the Plan will not be
amended, modified, revoked, or withdrawn with the intent of
altering or undermining in any way the Court's determination of
the entitlement of holders of Allowed Claims under the Plan.

A copy of Kaiser Australia and Kaiser Finance's Third Amended
Liquidation Plan is available for free at:

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

A copy of Kaiser Australia and Kaiser Finance's Third Amended
Disclosure Statement is available for free at:

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

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


LAIDLAW INT'L: Launches Cash Tender Offer for $202 Mil. Sr. Notes
-----------------------------------------------------------------
Laidlaw International, Inc. (NYSE:LI), following the sale of its
healthcare companies, has commenced a cash tender offer at par for
the 10-3/4 % Senior Notes due 2011 as required under the terms and
conditions of the Notes.  In accordance with the sale of assets
provisions of the Note's Indenture the Offer is made for up to
$202 million of outstanding principal amount of the Notes.  The
Offer amount represents the net proceeds of the sale of the
healthcare companies after repayment of indebtedness under
Laidlaw's Credit Agreement dated June 19, 2003.  Any cash not used
for the repurchase of the Notes will be used by Laidlaw for
general corporate or other purposes as determined by Laidlaw and
permitted under the Note's Indenture.

Holders that tender their Notes prior to expiration of the Offer
at 5:00 p.m. (EDT) on April 4, 2005, will receive 100% of the
principal amount of the Notes plus accrued and unpaid interest, if
any.  If the principal amount tendered exceeds $202 million, each
Note holder will receive a prorated amount determined in
accordance with the Offer.

Questions regarding the Offer and requests for documents may be
directed to D.F. King & Company ((800) 431-9645), the information
agent for the Offer.

This announcement is not an offer to purchase or a solicitation of
an offer to sell the Notes or any other security.  The tender
offer is being made solely by means of the Offer to Purchase,
which has been prepared by Laidlaw in connection with the Offer.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc., -- http://www.laidlaw.com/-- is
North America's #1 bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada.  Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors.  Laidlaw International emerged from bankruptcy on
June 23, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Moody's Investors Service has placed the long-term debt ratings of
Laidlaw International, Inc., under review for possible upgrade.
The review is prompted by the recent announcement by the company
that it had entered into a definitive agreement to sell both of
its healthcare businesses to Onex Partners LP, an affiliate of
Onex Corporation, for $820 million.  Net proceeds after fees and
assumption of a small amount of debt by the buyer is estimated at
$775 million, with a majority of the proceeds intended to be used
to repay substantial levels of Laidlaw's existing debt.  Moody's
has also assigned a Speculative Grade Liquidity Rating of SGL-2 to
Laidlaw International, Inc.  As part of the rating action, Moody's
has reassigned to Laidlaw International, Inc., certain ratings,
including the senior implied and senior unsecured issuer ratings,
originally assigned at Laidlaw, Inc., in order to reflect more
appropriately the company's current organizational structure.

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Laidlaw International, Inc.,
on CreditWatch with positive implications.  The rating action
follows Laidlaw's announcement that it has entered into definitive
agreements to sell both of its health care companies, American
Medical Response and Emcare, to Onex Partners L.P. for
$820 million.  Laidlaw expects to receive net cash proceeds of
$775 million upon closing of the transaction, which is expected by
the end of March 2005.  Naperville, Illinois-based Laidlaw
currently has about $1.5 billion of lease-adjusted debt.


LIFE UNIVERSITY: Moody's Holds B2 Rating on $29.8MM Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed its underlying B2 rating on
Life University's Revenue Bonds, Series 1995A and 1995B.  The
outlook for the rating remains negative reflecting ongoing
accreditation concerns.  The rating applies to $29.8 million of
Series 1995A and B Bonds issued through the Development Authority
of the City of Marietta.  Moody's also rates the bonds Aaa based
on municipal bond insurance through FSA.

The B2 rating and negative outlook are based on Life University's:

-- Strengths:

  * New management team and revitalized board have developed a
    credible plan to address the most pressing issues Life
    University faces as it continues to work through accreditation
    concerns and a sharp decline in student enrollment.

  * Solid progress has been made in in balancing current year
    operating performance, and the University received a liquidity
    boost from US Department of Education release of $2.8 million
    in financial resources from restrictions.

-- Challenges:

   * With the majority of Life's students enrolled in its
     Chiropractic College, resolution of the special accreditation
     process with the Council on Chiropractic Education
     remains crucial to the University's continued viability.

   * Deficit operations continue, with three-year average
     operating deficit of 41% as calculated by Moody's through
     fiscal year 2004.

   * While enrollment edged up slightly in the Fall of 2004 from
     the previous year with 1,163 full-time equivalent students,
     that figure represents a 74% decline from the 2000 level.

   * Life University's $10 million base of expendable financial
     resources improved somewhat in fiscal year 2004, but it
     remains less than half of its fiscal year end 2001 level.

   * The University reports some degree of deferred maintenance in
     its student housing facilities.

Recent Developments/Results:

CCE currently has deferred a decision on Life's ongoing
accreditation until July of this year.  While University
management reports steady progress in addressing the curriculum
and clinical experience concerns of the CCE, Moody's views this
issue as a material vulnerability.  In December 2004 the Southern
Association of Colleges and Schools, the general accrediting body
in the region, removed Life University from its probationary
accrediting status, though the University needs to evidence a
history of financial stability to maintain its status. If Life
were to lose its SACS accreditation, its students could not
participate in federal financial aid programs, making it almost
impossible for the University to stay in business.

Expendable resources covered total debt 0.31 times and operations
0.45 times.  Life's total direct debt of $30.3 million includes a
$475 thousand line of credit.  Currently the University reports it
has made no draws on the line.  The new management team was able
to raise $4.3 million in unrestricted donations in its first
months, providing a crucial infusion of cash and pointing to
stakeholder support for the mission of the University.  Liquid
resources are invested in a portfolio of bank certificates of
deposit.

In fiscal year 2004, expenses were cut 25% and operating revenues
grew 33%.  While the University was able to cover debt service by
1.1 times in 2004, this calculation includes the roughly
$4 million in extraordinary unrestricted gifts that year.  Absent
these gifts, coverage would have been negative 0.4 times.
Year-to-date contributions for the current fiscal year indicate
that the high degree of gift flow is not likely to be repeated.

Assuming it regains CCE accreditation; the University plans to
slowly grow its Chiropractic and wellness-related undergraduate
programs over the coming years but will face significant
competitive pressure.  Housing needs could drive future capital
expenditures as the institution seeks to improve its housing stock
as it positions itself to attract new students.

The Series 1995 bonds are secured by roughly $3 million in reserve
funds, approximately $60 million carrying value of real property
and a guaranty bond.  While Life has sold off the bulk of its
outlying property through which it raised roughly $3.7 million, it
retains its well-located core campus in a relatively attractive
real estate market in the metropolitan Atlanta area.
Outlook

Moody's negative outlook reflects ongoing uncertainty related to
the University's accreditation status with CCE, operating
challenges and reduced base of tuition revenues.

What Could Change the Rating UP:

Satisfactory resolution of the special accreditation process;
balanced operating performance; continued fundraising successes;
and tuition revenue growth.

What Could Change the Rating DOWN:

Ongoing problems with accrediting entities; continued deficit
operations; weakened liquidity profile; difficulty in implanting
revenue growth plans

Key Data And Ratios (Fiscal 2004 financial data; Fall 2004
enrollment data):

  -- Total Enrollment: 1,163 full-time equivalent students

  -- Total Debt: $30.3 million (including $475 thousand line of
     credit with no current draws)

  -- Expendable Resources to Pro Forma Debt: 0.33 times

  -- Expendable Resources to Operations: 0.45 times

  -- Net Tuition per Student: $12,304

  -- Average Operating Margin (3 years): -41.1%

  -- 2004 Operating Margin: -8.1%


LONG BEACH: Moody's Reviews Ratings on 16 Certs. & May Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade sixteen certificates from six deals from Long Beach
Mortgage Company deals, issued in 2000 and 2001.  The transactions
are backed by primarily first lien adjustable and fixed rate
subprime mortgage loans originated by Long Beach. The master
servicer on the deals is Long Beach Mortgage Company.

The sixteen subordinate classes are placed on review for possible
downgrade because existing credit enhancement levels may be low
given the current projected losses on the underlying pools.  The
transactions have taken significant losses causing gradual erosion
of the overcollateralization.

The most subordinate fixed- rate tranche on the 2000-LB1
transaction has already taken significant write-downs.  In
addition, the 2000-LB1 fixed rate, 2000-1, 2001-1, 2001-2, 2001-3
and 2001-4 pools have stepped down and the subordinated
certificates have begun to receive its share of unscheduled
prepayments.  In addition, the severity of loss on the liquidated
loans has increased in the past year due to a high concentration
of manufactured housing loans.

Moody's complete rating actions are:

  -- Issuer: Long Beach Home Mortgage Loan Trust Asset Backed
             Certificates

The ratings under review for downgrade are:

   * Series 2000-1; Class M-1, current rating Aa2, under review
     for possible downgrade

   * Series 2000-1; Class M-2, current rating Baa3, under review
     for possible downgrade

   * Series 2000-1; Class M-3, current rating B2, under review for
     possible downgrade

   * Series 2001-1; Class M-1, current rating Aa2, under review
     for possible downgrade

   * Series 2001-1; Class M-2, current rating Baa2, under review
     for possible downgrade

   * Series 2001-1; Class M-3, current rating B1, under review for
     possible downgrade

   * Series 2001-2; Class M-1, current rating Aa2, under review
     for possible downgrade

   * Series 2001-2; Class M-2, current rating Baa2, under review
     for possible downgrade

   * Series 2001-2; Class M-3, current rating B2, under review for
     possible downgrade

   * Series 2001-3; Class M-2, current rating Baa2, under review
     for possible downgrade

   * Series 2001-3; Class M-3, current rating B1, under review for
     possible downgrade

   * Series 2001-4; Class M-3, current rating Ba3, under review
     for possible downgrade

  -- Issuer: Asset Backed Securities Corporation, Long Beach Home
     Equity Loan Trust 2000-LB1, Home Equity Loan Pass-Through
     Certificates

The rating under review for downgrade are:

  * Series 2000-LB1; Class M1F, current rating Aa2, under review
    for possible downgrade

  * Series 2000-LB1; Class M2F, current rating Ba1, under review
    for possible downgrade

  * Series 2000-LB1; Class BF, current rating Ca, under review for
    possible downgrade

  * Series 2000-LB1; Class BV, current rating Baa3, under review
    for possible downgrade


MATRIA HEALTHCARE: Inks Pact to Acquire Miavita for $5 Million
--------------------------------------------------------------
Matria Healthcare, Inc. (Nasdaq: MATR) signed a definitive
agreement to acquire the business of Miavita LLC, a leading
national provider of on-line health and wellness solutions.

Founded in 1999, privately held Miavita has developed a
proprietary suite of interactive programs that help individuals
take active roles in improving their health and quality of life.
Miavita's Healthy Living Programs are delivered on the Internet
and tailored for each individual user, based on personal taste,
health risks and lifestyle.  Miavita's customers include major
healthcare companies and employers seeking to engage their members
and employees in actively managing -- and improving -- their
health.

Miavita's programs provide a unique personalized "curriculum" that
helps each participant gradually make the changes necessary for a
healthier lifestyle.  Users select from customized programs that
address healthy weight loss and long-term weight management,
nutrition and diet, exercises for improving fitness, strategies to
relieve and manage stress, and science-based lifestyle changes and
strategies for managing the risk factors that lead to chronic
diseases and other preventable conditions.  Other Miavita programs
include healthy aging, cancer fighting, healthy heart, diabetes
fighting, smoking cessation and customized programs based on
individual goals and interests.  Miavita is accredited by URAC,
the leading standards organization for web-based health programs.

Parker H. Petit, Matria's Chairman and Chief Executive Officer,
stated, "Health and wellness programs can be effective components
of successful disease management and overall health enhancement.
We are very excited to join with the nation's premier provider of
personal health management services.  Miavita's web-based programs
will be complemented by Matria's clinical management capabilities
and combined with Matria's sophisticated health risk assessment
tool to provide a 'one-stop-shop' continuum of care to our
clients.  Miavita's programs will also be integrated with Matria's
technology platform, enabling the measurement of outcomes across
the entire care continuum.  Employers and health plans are
aggressively pursuing ways to reduce lifestyle-related healthcare
costs.  The addition of Miavita's Healthy Living programs to
Matria's health enhancement programs will create greater
opportunities for us to help our clients reduce the escalating
costs of healthcare."

Miavita's CEO Kathryn Creech commented, "Both companies share a
commitment to state-of-the-art technology.  Miavita's leverage of
the dynamic personalization capabilities of the internet to
successfully deliver its Healthy Living Programs has driven strong
client support and high rates of member use and satisfaction.
Matria's sophisticated TRAX(TM) technology has increased their
ability to deliver compelling returns on investment and outcomes
improvements to their clients, and has clearly differentiated them
in the disease management market."

The acquisition of Miavita is expected to be completed on April 1,
2005.  Matria expects to pay approximately $5 million in cash at
the closing with potential additional amounts to be paid under
earnout arrangements.

                          About Miavita

Miavita's wellness programs empower individuals with the targeted
interactive, personalized tools they need to make decisions and
adopt new behaviors that reduce the risk of disease and other
preventable conditions.  Through the company's Healthy Living
Programs, Miavita helps employers reduce health care costs by
engaging employees and their families in healthy and nutritious
new lifestyles.

                     About Matria Healthcare

Matria Healthcare -- http://www.matria.com/-- is the leading
provider of comprehensive disease management programs to health
plans and employers. Matria manages the chronic disease and
episodic conditions representing the greatest cost to the
healthcare system ... diabetes, cardiovascular diseases,
respiratory disorders, high-risk pregnancy, cancer, chronic pain
and depression. Headquartered in Marietta, Georgia, Matria has
more than 40 offices in the United States and internationally.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2004,
Standard & Poor's Ratings Services reinstated its 'BB-' senior
secured debt rating on disease-state management and fulfillment
services provider Matria Healthcare Inc.'s $35 million revolving
credit facility due October 2005.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and its 'B-' subordinated debt rating on Matria's
$84 million of 4.875% convertible senior subordinated notes due in
2024.

Standard & Poor's initially withdrew the senior secured rating
because they believed that the $35 million revolving credit
facility would be refinanced as part of Matria's transaction to
retire $122 million of outstanding 11% senior notes. However,
because the revolving credit facility will remain outstanding,
Standard & Poor's is reinstating the rating.

S&P says the outlook is stable.

"The low-speculative-grade ratings on Matria Healthcare, a
disease-state management and fulfillment services provider to
patients, physicians, and health plans, reflect the company's
limited scale of operations, its position as a small vendor
supplying products for larger medical products manufacturers, and
the decline in its women's health segment," said Standard & Poor's
credit analyst Jesse Juliano. "These concerns are offset by the
fact that Matria has acquired businesses during the past few years
that have broadened its clinical infrastructure and disease-state
management platforms. The company is also operating with
relatively moderate debt leverage."


M/I HOMES: Moody's Puts Ba2 Rating on $200MM Senior Notes Due 2015
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 to the proposed
$200 million of senior notes due 2015 of M/I Homes, Inc.  At the
same time, Moody's affirmed M/I Homes' existing senior implied and
issuer ratings of Ba2.  The ratings outlook is stable.

The stable rating outlook reflects Moody's expectation that M/I
Homes will maintain capital structure discipline as it seeks to
accelerate the growth in unit deliveries from the levels of the
past few years.

The ratings acknowledge M/I Homes' conservative and disciplined
growth strategy, success in diversifying its operating profits,
significant improvement in its credit statistics, growth in its
equity base, long history, and significant management ownership.

At the same time, however, the ratings incorporate the company's
still-heavy dependence on profits from the Ohio/Indiana markets,
particularly Columbus, Ohio, uneven profitability in other markets
although substantial progress has been made in recent years, its
stock buyback program, essentially flat unit home deliveries for
the last five years, and the cyclical nature of the homebuilding
industry.

In the Homebuilding Methodology published by Moody's in December
2004, M/I Homes outperformed its rating category in most of the
performance measurements and was a positive outlier (i.e., it
outperformed by two full rating bands) in the interest coverage
and spec building metrics.  It performed at or below its rating
category in the size and diversity metrics.  In particular, while
M/I Homes has successfully reduced its formerly heavy
concentration in the Columbus, Ohio market by expanding in the
fast growing Florida and Washington, D.C. markets, it still
derives a substantial percentage of homebuilding profits from the
Columbus market.  Further upgrade potential may be limited until
this market represents a significantly smaller proportion of
overall profits.

In large part because of the flat level of deliveries for the past
five years, M/I Homes has essentially harvested cash out of its
homebuilding operations and used it to delever the balance sheet.
Credit statistics have improved dramatically as a result, with
debt/capitalization strengthening from 51.4% at the end of 1999 to
39.4% at year-end 2004 and EBIT interest coverage rising from 5.4x
to 11.1x as of the same period.  The equity base, which was $200
million at the end of 1999, was nearly $488 million at year-end
2004.

The company has a growth strategy that eschews acquisitions.  It
concentrates on increasing penetration in its existing markets and
has entered new markets in years past, few in number, through
start-up operations.  Among the markets that diversified its
Columbus roots, Palm Beach, Tampa, Orlando, and Washington, D.C.
have been very strong, the Carolinas recently weak, and Phoenix
was exited because the capital required to become a significant
factor was more than the company wished to invest.

M/I Homes has made a conscious effort to lift its unit delivery
performance off the relatively flat level of 4,000 homes per year
since 1999 by buying and optioning more land than in previous
years.  While land purchases aggregated $95 million in 2002, they
were bumped up to $270 million in 2004 and may be well over $300
million in 2005.  While this may put a brake on further dramatic
improvement in key financial ratio performance, the company's
credit profile is likely to remain strong for its rating category.

Going forward, consideration for an improvement in the company's
outlook and ratings will include its maintaining its strong
financial profile while boosting the size of its equity base and
substantially diversifying its profits away from its Columbus
base.  Factors that might stress the outlook and ratings include
any actions or transactions that would decapitalize or stress the
balance sheet, including a major share repurchase program, a large
impairment charge, or substantially accelerated growth financed
largely with debt.

Headquartered in Columbus, Ohio and begun in 1976, M/I Homes,
Inc., sells homes under the trade names M/I Homes and Showcase
Homes, with homebuilding operations located in Columbus and
Cincinnati, Ohio; Indianapolis, Indiana; Tampa, Orlando, and Palm
Beach County, Florida; Charlotte and Raleigh, North Carolina;
Virginia and Maryland.  Revenues and net income in 2004 were
approximately $1.2 billion and $92 million, respectively.


MCI INC: Qwest & Verizon Trade Barbs in Wall Street Journal
-----------------------------------------------------------
On February 28, 2005, the Wall Street Journal published an
editorial-page article written by Richard C. Notebaert, Chairman
and Chief Executive Officer of Qwest Communications
International, Inc.

Qwest filed a copy of the article with the Securities and
Exchange Commission on March 8, 2005.

                       Don't Create A Duopoly

      On Wednesday, Capitol Hill will hold hearings on the
recently announced round of mergers in the telecommunications
industry. This recent flurry of transactions, as much or more than
any technological development, will redefine the way
Americans communicate.

      A key point should inform the committee's inquiry.

      Industry rationalization is not the same as industry
concentration.  Industry rationalization promotes competition and
innovation.  Simply put, it provides better service cheaper.  It
enables customers to benefit from more service options, a higher
degree of care, technological innovations and lower prices.

      But that is not the whole story because industry
rationalization can easily be confused with industry
concentration.  Some would argue whether this is just a matter of
degree.  But degrees count.  Clearly, there is a threshold where
the bad outweighs the good.  The leading indicators are not a
mystery: concentration will promote size-for-sizes' sake and
geographic dominance.  After initial job cuts which are the by-
product of combining corporate structures, concentration inflates
bureaucracy, reduces pricing competition, limits innovation and
works to frustrate effective regulation.  The result is that the
technological backbone of our country will have no safety net.no
margin for error.  The announced mergers of SBC-AT&T and Verizon-
MCI are cases directly on point.

      If the mergers are approved, the new companies would
literally dwarf their nearest competitors and will control 79
percent of the business/government segment-one of the most
lucrative in our industry.  The practical reality is that this
scale, pricing power and overall market clout make it extremely
unlikely that any other player can grow market share.  Odds are
these behemoths would not compete head-to-head in most local
markets but would instead flex their muscles to squeeze out
smaller competitors.  It empties the playing field.

      These are clear cases where we are moving beyond
rationalization, and will result in bringing concentration of
power to a new level: less choice, less competition, massively
increased pricing power.  Such concentration does not rationalize
and improve the market, it just ossifies it-to the disadvantage of
all.

      A truly competitive playing field doesn't just strike a good
balance between behemoths and niche players.  It allows a variety
of national competitors to meet the challenges ahead. Our
antitrust laws and regulatory oversight already have the
wherewithal to help the market evolve toward this outcome.  Our
leadership should scrutinize policy in order that it produces the
proper rules and thus the proper outcome.

      My interest in this matter is by no means academic: As a
bidder for MCI, Qwest has a major economic stake in the outcome of
hese matters.  We have been an enthusiastic participant and
beneficiary of the rationalizing of our markets.  This management
team has successfully worked very hard to rectify excesses that
were part of the early stages of that process.

      We've seen what works and what doesn't.  All the more reason
for policymakers to look hard at these proposed massive
combinations that will reduce competition and innovation and
diversity.  We know there is another way, a better way.

      Rather, than a duopoly, Qwest's vision is to build a
competitive player that will truly contribute to choice borne out
of a different approach to the marketplace and a different set of
innovative products and services.  Qwest-MCI would be a strong,
but not dominant, local, long distance and broadband provider able
to compete effectively nationwide with the combined SBC-AT&T and
Verizon, which even today is a behemoth.

      That's the kind of market regulation must produce-not simply
bigger, more powerful providers of indistinguishable service
offerings, but real innovation with real customer focus.

      The outcome of these battles concerns more than just
corporate power and bottom lines. Ultimately, the most important
test is whether we create a marketplace that provides affordable,
innovative communications services that empower residential and
small business consumers in the Digital Age. The mega-mergers do
not pass that test.

                         Verizon Talks Back

Tom Tauke, Executive Vice President of Verizon Communications,
Inc., sent a Letter to the Editor to The Wall Street Journal in
response to Mr. Notebaert's article.

Verizon filed a copy of Mr. Tauke's letter with the Securities and
Exchange Commission on March 3, 2005.

    Qwest Chairman Notebaert (Feb. 28) argues that concerns about
    "concentration" in the large business market suggest that
    Qwest, not Verizon, should team up with MCI.  He conveniently
    ignores the fact that the Qwest-MCI combination would
    eliminate a critical network for large business and government
    customers, thereby eliminating a competitive facility and
    reducing choice.  Instead of eliminating a network, Verizon
    has committed to major investment to improve that network.

    In talking to Wall Street, Mr. Notebaert candidly admits he
    plans to reduce choices by not only "consolidating traffic on
    one network" but also by "eliminating" duplicative "POPs" or
    access points where customers can connect to nationwide
    networks.  This is how Qwest hopes to achieve huge synergies
    and cut 15,000 jobs.

    In short, a Verizon-MCI transaction brings together
    complementary assets.  A Qwest-MCI transaction is designed to
    eliminate duplicative assets.

    Today AT&T dominates the business market place.  Either alone
    or with SBC, it will continue as the dominant player.  If
    partnered with a financially strong company like Verizon, MCI
    will be an attractive alternative for customers.

    Verizon-MCI offers the best alternative for customers because
    no competitive facilities are eliminated, and the financial
    health of the new company would assure a strong competitor
    would remain to the dominant player in the business market
    place.

    Tom Tauke
    Executive Vice President
    Verizon Communications

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/--is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MCI INC: Verizon Amends February 14 Agreement & Plan of Merger
--------------------------------------------------------------
As previously reported, Eric Slusser, MCI's Senior Vice President
& Controller, said that on February 14, 2005, Verizon
Communications Inc., a Delaware corporation, MCI, Inc., a
Delaware corporation and Eli Acquisition, LLC, a wholly owned
subsidiary of Verizon and a Delaware limited liability company --
Merger Sub -- entered into an Agreement and Plan of Merger.

The Merger Agreement provides that, upon the terms and subject to
the conditions set forth in the Merger Agreement, MCI will merge
with and into Merger Sub, with Merger Sub continuing as the
surviving person or, in certain situations, as provided in the
Merger Agreement, a wholly owned corporate subsidiary of Verizon
will merge with and into MCI, with MCI as the surviving
corporation.

*   *   *

In a Form 8-K filing with the Securities and Exchange Commission
dated March 9, 2005, Marianne Drost, Senior Vice President of
Verizon Communications, Inc., discloses that Verizon
Communications, Inc., proposed non-material amendments to the
Agreement and Plan of Merger, dated as of February 14, 2005, among
Verizon, Eli Acquisition LLC, and MCI, Inc.

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

      http://www.sec.gov/Archives/edgar/data/723527/000119312505045616/dex21.htm

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/--is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MERRILL LYNCH: S&P Places Low-B Ratings on Six Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Merrill Lynch Mortgage Trust's commercial mortgage
pass-through certificates series 2005-MKB2.

The preliminary ratings are based on information as of
March 10, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

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

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned
             Merrill Lynch Mortgage Trust 2005-MKB2

        Class         Rating     Preliminary amount ($)
        -----         ------     ----------------------
        A-1           AAA                    50,000,000
        A-2           AAA                   228,186,000
        A-3           AAA                    40,623,000
        A-SB          AAA                    42,997,000
        A-4           AAA                   332,815,000
        A-1A          AAA                   215,188,000
        AJ            AAA                    61,128,000
        B             AA                     32,696,000
        C             AA-                     9,951,000
        D             A                      21,323,000
        E             A-                     12,795,000
        F             BBB+                   18,480,000
        G             BBB                    11,373,000
        H             BBB-                   14,216,000
        J             BB+                     7,107,000
        K             BB                      5,687,000
        L             BB-                     4,264,000
        M             B+                      4,265,000
        N             B                       2,843,000
        P             B-                      5,687,000
        Q             N.R.                   15,637,494
        XC            AAA                 1,105,841,000
        XP            AAA                 1,137,261,494

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


MICHAEL JACKSON: Prosecutor Says King of Pop is Near Bankruptcy
---------------------------------------------------------------
Assistant District Attorney Gordon Auchincloss told the judge
overseeing Michael Jackson's trial on child molestation charges
that the superstar singer may be "on the precipice of bankruptcy,"
according to a report from the Associated Press.

The AP reports that Mr. Auchincloss told Judge Melville that Mr.
Jackson may be $300 million in debt, then said the singer may have
$400 million in liabilities and that his financial troubles "will
all come crashing down on him in December of 2005."  The DA's
office, apparently, is trying to get access to detailed financial
data to show that Mr. Jackson's growing financial pressures in
early 2003 motivated him to pressure the victim's family to
retract their abuse allegations.

The AP says the defense is fighting the request.  Robert M.
Sanger, Esq., at Sanger & Swysen, representing Mr. Jackson,
resisted the request for financial data, arguing that existing
case law should prevent admission of evidence about any possible
financial motive, according to the AP report.


MIDWAY AILINES: Ch. 7 Trustee Taps Nexsen Pruet as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina gave Joseph N. Callaway, the Chapter 7 Trustee for the
estate of Midway Airlines Corp., and its debtor-affiliate,
permission to employ Nexsen Pruet Adams Kleemeier, as his special
counsel.

Mr. Callaway explains that he employed Nexsen Pruet for the
specific purpose of performing specified legal services required
in the administration of the Debtor's estate concerning review and
possible disgorgement of professional fees allowed on an interim
basis as Chapter 11 administrative expenses when the Debtor's
bankruptcy proceedings was still under Chapter 11.

Benjamin A. Kahn, Esq., a Member at Nexsen Pruet, is the lead
special attorney for Mr. Callaway.

Mr. Kahn reports Nexsen Pruet's professionals bill:

    Designation                   Hourly Rate
    -----------                   -----------
    Bankruptcy Specialists           $225
    Non-Bankruptcy Specialists       $215
    Senior Associates                $175
    Junior Associates                $150
    Paralegals                        $85

Nexsen Pruet assures the Court that it does not represent any
interest adverse to Mr. Callaway, the Debtor or its estate.

Headquartered in Morrisville, North Carolina, Midway Airlines
Corp., is in the commercial passenger airline business and also
provides cargo and charter transportation on a limited bases.  The
Company and its debtor-affiliate, Midway Airlines Parts, LLC,
filed for chapter 11 protection on Aug. 13, 2001 (Bankr. E.D.N.C.
Case No. 01-02319-5-ATS).  The Court converted the case to a
Chapter 7 liquidation proceeding on Oct. 30, 2003.  Gerald A.
Jeutter, Jr., Esq., at Kilpatrick Stockton LLP, represents the
Debtors.  When the Debtors filed for chapter 11 protection, they
listed total assets of $318,291,000 and total debts of
$231,952,000.


MIRANT CORP: Gets Okay to Participate in Ninth Circuit Appeal
-------------------------------------------------------------
Mirant Corporation and its debtor-affiliates are parties to an
appellate case pending in the Court of Appeals for the Ninth
Circuit, in which the Debtors have already incurred substantial
expense, and may result in potentially significant claims if
unresolved.

The Appeal includes seven of the many lawsuits brought by public
and private plaintiffs attempting to use state law to secure
refunds from wholesale electricity rates that prevailed in
California markets beginning in 2000.  The suits also seek
regulation by injunction of the future conduct of wholesale
electricity sellers.  Like prior unsuccessful claims, the
Plaintiffs allege that the transactions violate state law and are
unfair, unlawful and fraudulent business practices and fraudulent
commodities transactions.  Previously, numerous courts have
repeatedly dismissed the claims on the ground of federal
preemption.

                     Prepetition Litigation

In April 2002, Mirant Corp., along with Mirant Americas
Development, Inc., Mirant Americas Energy Marketing, LP, Mirant
Delta, LLC, and Mirant Potrero, LLC, among several other
unrelated defendants, were served with a complaint styled T&E
Pastorino Nursery, and Pastorino & Son Nursery, et al. v. Mirant
Corporation, et al.  The Plaintiffs in the Pastorino Action
allege that the Pastorino Defendants engaged in a number of
unlawful, unfair, fraudulent and manipulative trading schemes, in
violation of California's Unfair Competition Law, Section 17200
et seq. of the California Business and Professions Code.  The
Plaintiffs seek restitution, damages, and injunctive relief.

The Pastorino Defendants removed the case to the United States
District Court for the Northern District of California and it was
subsequently transferred to the United States District Court for
the Southern District of California.

Certain Debtors were also named in six other cases filed in the
San Francisco Superior Court alleging the same types of conduct
and similar claims for relief:

   (1) RDJ Farms, Inc., v. Allegheny Energy Supply Co., L.L.C.,
       et al., in which plaintiffs named, among others, Mirant
       Corp., MADI, MAEM, Mirant Delta, and Mirant Potrero;

   (2) Century Theaters, Inc., v. Allegheny Energy Supply Co.,
       L.L.C., et al., in which plaintiffs named, among others,
       Mirant Corp., MADI, MAEM, Mirant Delta, and Mirant
       Potrero;

   (3) Bronco Don Holdings, LLP, v. Duke Energy Trading and
       Marketing, L.L.C, et al., in which plaintiffs named, among
       others, Mirant Corp., MADI, MAEM, Mirant Delta, Mirant
       Potrero, Mirant California Investments, Inc., and Mirant
       California, LLC;

   (4) El Super Burrito, Inc., v. Allegheny Energy Supply Co.,
       L.L.C., et al., in which plaintiffs named, among others,
       Mirant Corp., MADI, MAEM, Mirant Delta, and Mirant
       Potrero;

   (5) Leo's Day and Night Pharmacy v. Duke Energy Trading and
       Marketing, L.L.C., et al., in which plaintiffs named,
       among others, Mirant Corp., MADI, MAEM, Mirant Delta,
       Mirant Potrero, Mirant California Investments, and Mirant
       California; and

   (6) J&M Karsant Family Limited Partnership v. Duke Energy
       Trading and Marketing, L.L.C. et al., in which plaintiffs
       named, among others, Mirant Corp., MADI, MAEM, Mirant
       Delta, Mirant Potrero, Mirant California Investments, and
       Mirant California.

The six cases were removed to the Northern California District
Court and subsequently transferred to the Southern California
District Court before the Honorable Robert H. Whaley.  The six
cases were then coordinated with the Pastorino Action in November
2002.

In May 2003, the Southern California District Court denied the
Plaintiffs' motion to remand.

In August 2003, the Southern California District Court granted
the Mirant Defendants' motion to dismiss.  The District Court
cited its recent decision in In re Public Utility Dist. No. 1 of
Snohomish County v. Dynegy Power Marketing, Inc., 384 F.3d 756
(2004), and explained that the claims made by the Plaintiffs "are
nearly identical to those addressed by the Court in Snohomish."

Consequently, the Plaintiffs took an appeal from both the denial
of the motion to remand and the granting of the motion to
dismiss.

The automatic stay pursuant to Section 362 of the Bankruptcy Code
prevents the Debtors to proceed with the litigation.

At the Debtors' request, the U.S. Bankruptcy Court for the
Northern District of Texas modifies the automatic stay on
a final basis with respect to the Pastorino Action to allow the
Debtors to participate in the Appeal before the Ninth Circuit.

According to Judge Lynn, "it is not necessary for the Court to
determine the applicability of the automatic stay to the
Pastorino Action at this time."

All issues with regard to and the rights of all parties with
respect to the applicability of the automatic stay are reserved
for future determination.

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 Junks $2.987 Million Class M Certificates
-----------------------------------------------------------------
Moody's Investors Service confirmed and affirmed thirteen classes
and downgraded four classes of Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2003-TOP11.

Moody's ratings actions are:

   * Class A-1, $126,035,194, Fixed, affirmed at Aaa
   * Class A-2, $175,000,000, Fixed, affirmed at Aaa
   * Class A-3, $165,114,000, Fixed, affirmed at Aaa
   * Class A-4, $561,379,000, Fixed, affirmed at Aaa
   * Class X-1, Notional, affirmed at Aaa
   * Class X-2, Notional, affirmed at Aaa
   * Class B, $31,366,000, WAC, affirmed at Aa2
   * Class C, $32,859,000, WAC, confirmed at A2
   * Class D, $13,443,000, WAC, confirmed at A3
   * Class E, $14,936,000, WAC, confirmed at Baa1
   * Class F, $7,468,000, WAC, confirmed at Baa2
   * Class G, $7,468,000, WAC, confirmed at Baa3
   * Class H, $11,948,000, Fixed, confirmed at Ba2
   * Class J, $2,988,000, Fixed, downgraded to B1 from Ba3
   * Class K, $2,987,000, Fixed, downgraded to B2 from B1
   * Class L, $2,987,000, Fixed, downgraded to B3 from B2
   * Class M, $2,987,000, Fixed, downgraded to Caa1 from B3

Moody's placed Classes C through M on review for possible
downgrade on January 3, 2005 due to concerns regarding potential
losses associated with two specially serviced loans - the
Alabama/Arizona Warehouse/Distribution Loan ($27.4 million - 2.3%
of pool) and the Troy Technology Park Portfolio Loans
($25.7 million - 2.2% of pool).  Moody's has concluded its review
of all the loans in the pool, including the specially serviced
loans.

As of the February 14, 2005, distribution date, the transaction's
aggregate principal balance has decreased by approximately 2.0% to
$1.171 billion from $1.195 billion at securitization.  The
Certificates are collateralized by 188 loans, ranging in size from
less than 1.0% to 7.3% of the pool, with the top 10 loans
representing 28.8% of the pool.  The pool contains eight shadow
rated loans which comprise 26.5% of the pool.  To date the pool
has not experienced any losses.

Moody's was provided with year-end 2003 and partial year 2004
operating results for 90.0% of the pool.  Moody's weighted average
loan to value ratio for the conduit component is 77.2%, compared
to 76.8% at securitization.  The downgrade of Classes J, K, L and
M is due to the decline in performance of the two specially
serviced loans, which are discussed below.

The Alabama/Arizona Warehouse/Distribution Loan was transferred to
special servicing in January 2004 due to the bankruptcy filing of
KB Toys, Inc., the single tenant of the collateral securing the
loan.  The loan is secured by two warehouse distribution
facilities containing a combined 1.4 million square feet.  The
properties are located in Montgomery, Alabama and Glendale,
Arizona.

KB Toys has announced plans to close 500 to 600 stores, but has
not indicated plans to close any of its four distribution centers.
KB has obtained an extension for the Reorganization Plan filing
until May 31, 2005.  At this time it is not known whether KB will
accept or reject any of the distribution center leases.  Moody's
analysis incorporates the uncertainty of continued occupancy of KB
and the potential costs associated with releasing the properties.
Moody's shadow rating for this loan is Ba2.

The Troy Technology Park Portfolio Loans were transferred to
special servicing in November 2004 due to imminent default.  The
portfolio consists of three cross-collateralized and cross-
defaulted loans secured by 11 flex/industrial buildings totaling
426,500 square feet.  The properties are located in an industrial
park in Troy, Michigan.  At securitization the complex was 98.0%
leased, with General Motors occupying approximately 80.6% of the
premises and Visteon occupying 9.9%. General Motors now occupies
only 22.6% of the premises on a lease expiring in December 2005
and Visteon has vacated the premises but is continuing to pay rent
through lease expiration in May 2005.

The complex is now 44.0% leased; however an 18,000 square foot
lease has recently been executed increasing the overall occupancy
to 51.6%.  Although the loan has been delinquent since the
December payment, the borrower is cooperating with the special
servicer on the resolution of the loan and has been remitting net
cash flow to the trust.  The properties are located in the South
Troy market, which is currently 40.0% vacant.  Moody's shadow
rating for this loan is B1.

The current shadow ratings of the remaining six large loans remain
the same as at securitization.  The John Hancock Loan ($85.0
million - 7.3%) is shadow rated Baa2.  The Center Tower Loan
($71.7 million - 6.1%) is shadow rated A3.  The 516 West 34th
Street Loan ($23.0 million - 2.0%) is shadow rated Baa1. The ITT
Gilfillan Building Loan ($21.2 million - 1.8%) is shadow rated
Baa2.  The Rexmere Village Loan ($19.5 million - 1.7%) is shadow
rated Aa3.  The 9401 Wilshire Loan ($15.6 million - 1.3%) is
shadow rated Baa2.

The top three conduit loans represent 5.0% of the outstanding pool
balance.  The largest conduit loan is the 1333 Broadway Loan
($25.1 million - 2.1%), which has a Moody's LTV of 80.9%, compared
to 82.6% at securitization.  The second largest conduit loan is
the Monterey Pines Loan ($17.5 million - 1.5%), which has a
Moody's LTV of 69.7%, the same as at securitization.  The third
largest conduit loan is the Crown Point Corporate Center Loan
($16.6 million - 1.4%), which has a Moody's LTV of 92.2%, compared
to 93.8% at securitization.

The pool's collateral is a mix of office and mixed use (36.4%),
retail (29.0%), industrial and self-storage (17.8%), multifamily
(13.2%), land/parking garage (2.1%) and lodging (1.5%).  The
collateral properties are located in 33 states.  The highest state
concentrations are California (31.4%), Massachusetts (10.4%), New
Jersey (7.3%), New York (6.1%) and Illinois (4.5%).  All of the
loans are fixed rate.


MOSLER INC: Asks Court to Close Chapter 11 Case
-----------------------------------------------
Mosler, Inc., nka MDIP, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to close its chapter 11 case, since:

   * it has consummated its Second Amended Joint Plan of
     Reorganization, and its estates have been fully
     administered; and

   * the docket maintained in the Debtor's chapter 11 case
     reflects that there are no adversary proceedings or contested
     matters pending before the Court.

The chapter 11 cases of MDIP of Alabama, Inc., and MDIP Indiana
LLC were closed effective March 31, 2004.

The Debtor has already settled its last existing dispute with
Bechtel Corporation and Sachs Electric Co., Inc.  Bechtel remitted
to the Debtor $475,000 pursuant to the settlement.

Alfred R. Rabasca, the plan agent appointed pursuant to the
confirmed Chapter 11 Plan, has paid $2,989,348 to fully satisfy
administrative claims.

MDIP, Inc., fka Mosler, Incorporated, a leading integrator of
physical and electronic security systems, filed, along with its
debtor-affiliates for chapter 11 protection on August 6, 2001, in
the United States Bankruptcy Court for the District of Delaware
(Case No. 01-10055).  Russell C. Silberglied, Esq., at Richards
Layton & Finger, and Robert Brady, Esq., at Young Conaway Stargatt
& Taylor, LLP, represent the Debtors in their restructuring
efforts.  When the company filed for protection from its
creditors, it listed an estimated assets of $10 million to
$50 million and estimated debts of more than $100 million.  The
Debtors' Second Amended Joint Plan of Liquidation was confirmed by
the Honorable Gregory M. Sleet on June 30, 2003.


N-45O: Fitch Assigns Low-B Ratings on Two 2003-1 Mortgage Bonds
---------------------------------------------------------------
N-45o First CMBS Issuer Corporation, series 2003-1, commercial
mortgage-backed bonds are affirmed by Fitch:

     -- C$176.4 million class A-1 at 'AAA';
     -- C$278.6 million class A-2 at 'AAA';
     -- Interest-only class IO at 'AAA';
     -- C$8.4 million class B at 'AA';
     -- C$16.8 million class C at 'A';
     -- C$19.6 million class D at 'BBB';
     -- C$14.0 million class E at 'BB';
     -- C$9.1 million class F at 'B'.

Fitch does not rate the $13.3 million class G certificates.

The affirmations are the result of stable performance of the pool.
As of the February 2005 distribution date, the transaction has
paid down 1.7% to $550.5 million from $559.7 million at issuance.
One loan has paid off, bringing the total number of loans to 62
from 63.

The properties are located in Canada, with concentrations in
Quebec (56.5%) and Ontario (32.8%) and consist mostly of office
(57.6%) and retail (24.4%) properties.

To date, there have been no losses and no delinquent or specially
serviced loans.


NATIONAL ENERGY: Court Approves Plan Solicitation Procedures
------------------------------------------------------------
The Honorable Paul Mannes of the United States Bankruptcy Court
for the District of Maryland approves the Solicitation and
Tabulation Procedures and authorizes NEGT Energy Trading Holdings
Corporation and its debtor-affiliates to mail notices of the
confirmation hearing together with the Plan, the Disclosure
Statement, and ballots, and begin the solicitation process.

As previously reported, 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 will convene a hearing April 13, 2005, at 10:30
a.m., to consider confirmation of the Debtors' Plan.  Any
objections to confirmation of the Plan must be filed and served
by 4:00 p.m., on April 5, 2005.

Creditors' ballots must be received by Bankruptcy Services LLC,
the ET Debtors' balloting agent, by 4:00 p.m., on April 13, 2005.

Judge Mannes sets March 3, 2005, as the Record Date for the
purposes of determining creditors who are entitled to vote on
the ET Debtors' First Amended Liquidation Plan and receive the
required notices.  Judge Mannes sets April 5, 2005, at 4:00 p.m.
as the deadline for voting creditors to turn over their ballots
to Bankruptcy Services LLC, the ET Debtors' Balloting Agent.

Any Claimant may file a request pursuant to Rule 3018(a) of the
Federal Rules of Bankruptcy Procedure for the temporary allowance
of its claims for voting purposes by March 28, 2005.  The Court
will consider the Rule 3018 Motions, if any, at a hearing on
April 7, 2005, at 10:30 a.m.

The ET Debtors will publish notices of the April 13 Confirmation
Hearing in the national edition of The Wall Street Journal and
The Washington Post by March 18, 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.  (PG&E
National Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NATIONAL WASTE: Wants Until June 2 to File a Chapter 11 Plan
------------------------------------------------------------
National Waste Services of Virginia asks the U.S. Bankruptcy Court
for the District of Delaware for an extension of its exclusive
period to file a plan of reorganization and solicit acceptances of
that plan.  The Debtor wants its exclusive period to file a plan
extended until June 2, 2005, and wants until August 1 to solicit
acceptances of that plan.

The Debtor explains that it is currently negotiating to resolve a
dispute over the operation of the Battle Creek Landfill in Page
County, Virginia.  The Landfill has been operated by the Debtor
since 2001.

In late 2002, the Virginia Department of Environmental Quality
began issuing notices of noncompliance with state law against the
Debtor.  This resulted in the revocation of the Debtor's permit.
National Waste then sought and obtained a stay of the permit
revocation.  The parties are currently in the process of
documenting, finalizing and implementing the terms of a consensual
resolution of the dispute.

National Waste adds that a substantial amount of its time has been
focused on preserving its business as a going concern as well as
obtaining postpetition financing.

Headquartered in Little Creek, Delaware, National Waste Services
of Virginia, Inc. -- http://www.natwaste.com/-- collects,
processes and disposes solid non-hazardous waste and recycling
materials.  The Company filed for chapter 11 protection on
March 4, 2004 (Bankr. Del. Case No. 04-10709).  Michael Gregory
Wilson, Esq., at Hunton & Williams represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of over
$50 million each.


NETWORK INSTALLATION: Founders Retire 2.5 Million Common Shares
---------------------------------------------------------------
Network Installation Corp.'s (OTC Bulletin Board: NWKI) former CEO
Michael Cummings and venture investor Dutchess Capital Management
will retire a total of 2.5 million shares of their Company common
stock.  The total current shares outstanding will be reduced to
approximately 22.3 million as a result of the transaction.

Network Installation CEO Jeffrey Hultman stated, "This action
certainly communicates another positive message to our
shareholders.  Our goal moving ahead is to maximize our growth
while minimizing the effects of dilution.  It also states to me
that Michael as well as our partners at Dutchess have significant
confidence in the direction we are headed.  I am truly excited
about the opportunity we have and am looking forward to the
challenge of accelerating our growth."

                        About the Company

Network Installation Corp. -- whose Sept. 30, 2004 balance sheet
showed a $213,146 stockholders' deficit -- 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.  For more information, visit
http://www.networkinstallationcorp.net/


NOMURA ASSET: Fitch Affirms $42.8 Mil. Mortgage Certificates at BB
------------------------------------------------------------------
Fitch Ratings upgrades these classes of Nomura Asset
Securitization Corp.'s commercial mortgage pass-through
certificates, series 1995-MD III:

     -- Interest-only class A-3CS to 'AAA' from 'AA-';
     -- $42.8 million class A-4 to 'AAA' from 'AA-'.

In addition, Fitch affirms these:

    -- $8.9 million class A-3 at 'AAA';
    -- $42.8 million class B-1 at 'BB'.

These classes are not rated by Fitch:

    -- $29.7 million class B-2;
    -- $2.4 million class B-3;
    -- $2.5 million class B-4A;
    -- $2.8 million class B-4B;
    -- $1,000 class B-4C.

Classes A-1A, A-1B, A-1CS, A-2, and A-2CS have paid in full.

The upgrades are the result of paydown due to repayment and
scheduled amortization.  The certificates are currently
collateralized by three mortgage loans (60.5%) on six properties
and one defeased loan consisting of two notes: Hagan A (15.9%),
which matures April 1, 2005 and Hagan B (23.6%), which matures
April 1, 2010.  Overall, the pool's balance has been reduced by
75%, to $131.9 million since issuance.

Of the remaining three non-defeased loans in the transaction,
Fitch considers two, the Cayman loan (24.4%) and the Larkin loan
(17.5%), to be loans of concern.  The Cayman loan is
collateralized by a Marriott Hotel on Grand Cayman Island in the
British West Indies.  The property has been REO (real estate
owned) since May 2003.  The property sustained approximately $8.5
million in damage during Hurricane Ivan in September 2004, and is
currently undergoing renovations to bring the hotel back to
'pre-hurricane' status.  The hotel is not open to tourists, but
some rooms are being rented by construction workers and insurance
representatives.  Fitch anticipates that this loan will likely be
resolved at a significant loss.

The other loan of concern, the Larkin loan, is secured by four
full-service hotels in Colorado, Texas, and Montana.  The loan
transferred to the special servicer in late November 2004.
Workout options are currently under evaluation.  While the
portfolio's performance improved for 2004, Fitch stressed DSCR
(debt service coverage ratio), after giving credit for
amortization, remains below 1 times, at 0.94x. Fitch will continue
to closely monitor this portfolio as more information, including a
new appraisal, becomes available.

The final non-defeased loan in the transaction is the Bayfront
loan, representing 18.5% of the pool.  The loan is secured by an
18-story office building in Miami, Florida, containing 230,000
square feet -- sf -- of office space and 98,000 sf of retail
space.  Performance continues to improve, and Fitch's stressed net
cash flow is up 11.4% over issuance.  The current occupancy is
85%. One potential concern is the large amount of space expiring
in 2005.  While a large retail tenant recently renewed its lease,
there is an additional 23% of space, concentrated primarily among
two, long-term tenants, that expires between July and September
2005.  This could cause a significant stress to the property's
cash flow, should neither tenant renew its lease.


N-STAR REAL: Fitch Puts BB Rating on $16 Mil. Class Jr. Sub. Notes
------------------------------------------------------------------
Fitch Ratings rated the notes issued by N-Star Real Estate CDO III
Ltd. and co-issuer N-Star Real Estate CDO III Corp. (collectively,
the co-issuers):

     -- $294,000,000 class A-1 floating-rate senior notes due 2040
        'AAA';

     -- $15,000,000 class A-2A floating-rate senior notes due 2040
        'AA';

     -- $5,000,000 class A-2B fixed-rate senior notes due 2040
        'AA';

     -- $17,000,000 class B floating-rate senior subordinate notes
        due 2040 'A-';

     -- $10,000,000 class C-1A floating-rate junior subordinate
        notes due 2040 'BBB+';

     -- $6,000,000 class C-1B fixed-rate junior subordinate notes
        due 2040 'BBB+';

     -- $12,000,000 class C-2A floating-rate junior subordinate
        notes due 2040 'BBB';

     -- $2,000,000 class C-2B fixed-rate junior subordinate notes
        due 2040 'BBB';

     -- $16,000,000 class D fixed-rate junior subordinate notes
        due 2040 'BB'.

The ratings on classes A-1, A-2A, and A-2B address the timely
payment of interest and ultimate payment of principal as outlined
in the governing documents.  The ratings on classes B, C-1A, C-1B,
C-2A, C-2B, and D address the ultimate payment of interest and
principal as outlined in the governing documents.  The collateral
portfolio will be managed by NS Advisors, LLC, an indirect wholly
owned subsidiary of NorthStar Realty Finance Corp. -- NRF.

The ratings are based upon the capital structure of the
transaction, the quality of the collateral, and the
overcollateralization and interest coverage tests provided for
within the indenture.  The transaction will have a five-year
reinvestment period, during which time proceeds from regular asset
amortization can be used to purchase additional collateral up to a
35% reinvestment cap.  For the first three years of the
transaction, proceeds from the sale of defaulted and distressed
assets can be used to purchase additional collateral up to a 5%
reinvestment cap.

During the five-year reinvestment period, each class of rated
notes will receive pro rata principal repayments above the 35%
reinvestment cap in the case of regular amortizing principal and
5% in the case of defaulted and distressed asset recoveries (for
the first three years).  After the five-year reinvestment period,
or if the portfolio collateral balance drops below 50% of the
original portfolio balance, principal proceeds will be applied to
repay outstanding notes sequentially.  Repayment of notes will
remain pro rata within classes.

The proceeds of the notes will be used to purchase a portfolio of
real estate structured finance securities, consisting of
approximately 50.3% conduit commercial mortgage-backed securities
-- CMBS, 22.6% large-loan CMBS, 11.8% real estate investment trust
securities, 8.8% credit tenant lease CMBS, and 6.5% collateralized
debt obligations.

NS Advisors will purchase all investments for the portfolio on
behalf of N-Star Real Estate CDO III Ltd. and N-Star Real Estate
CDO III Corp., which are special purpose companies incorporated
under the laws of the Cayman Islands and Delaware, respectively.
NS Advisors, an indirect wholly owned subsidiary of NRF, is the
collateral administrator for the co-issuers. NRF is an internally
managed commercial REIT that makes fixed-income, structured
finance, and net lease investments in real estate assets. NRF was
formed in October 2003 to continue to expand the subordinate debt,
real estate securities, and net lease businesses conducted by
NorthStar Capital Investment Corp. (NorthStar Capital).
Simultaneous with the closing of the initial public offering,
certain subsidiaries of NorthStar Capital contributed an initial
portfolio of assets to NRF. From inception through December 2004,
NRF and its predecessor organizations have made structured finance
investments of approximately $2.3 billion, including approximately
$350 million in subordinate real estate debt, approximately $1.4
billion in real estate securities, and approximately $520 million
in properties, substantially all of which were net leased.

For more information, see the presale report 'N-Star Real Estate
CDO III, Ltd./Corp.,' dated Feb. 18, 2005, available on the Fitch
Ratings web site at http://www.fitchratings.com/


NRG ENERGY: Declares $9.22 Per Share Preferred Stock Dividend
-------------------------------------------------------------
NRG Energy, Inc., (NYSE:NRG) declared a $9.22 per share cash
dividend on its preferred stock issued December 27, 2004.  The
dividend is payable on March 15, 2005, to shareholders of record
as of March 1, 2005.

NRG Energy, Inc., owns and operates a diverse portfolio of
power-generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
NRG Energy Inc.'s (NRG; B+/Stable/--) proposed $400 million
convertible perpetual preferred stock.  S&P says the outlook is
stable.


OCTANE ENERGY: Selling Pronghorn Controls' Shares for $5.4 Million
------------------------------------------------------------------
Octane Energy Services Ltd. has received Court approval to enter
into a Letter of Intent with a Confidential Purchaser to sell the
shares of its wholly owned subsidiary, Pronghorn Controls Ltd.
The purchase price is $5,400,000.  The LOI provides for a period
of due diligence.  If the due diligence is satisfactory, the LOI
requires a definitive agreement to be negotiated and concluded on
or before March 22, 2005.  The LOI is non-exclusive, but subject
to a break fee of $270,000 if an alternative transaction prevents
completion of the proposed transaction.

The proposed transaction is supported by management of Octane and
Pronghorn, their respective Boards of Directors, the Monitor of
Octane, Ernst and Young Inc. and Octane's financial advisor, Ernst
& Young Orenda Corporate Finance Inc.

Octane Energy Services Ltd. remains under management direction
under the protection of the CCAA filing and its wholly owned
subsidiary Pronghorn Controls Ltd. remains intact and outside of
the CCAA process.  Pronghorn Controls Ltd. will carry on business
in the ordinary course as it has done since the filing under the
CCAA on October 15, 2004.  Octane Energy Services Ltd.'s wholly
owned subsidiaries, Octane Energy Services, Inc., and Octane
Energy Services (BC), Inc., were placed into receivership by
consent after close of business on Friday, December 4, 2004. In
addition, the role of the court appointed monitor was expanded at
the parent company (Octane Energy Services Ltd.) and includes a
receivership over the equipment held in that corporate entity.

Octane is an oilfield services company whose main business is
providing electrical and instrumentation services through its
subsidiary Pronghorn, Pronghorn remains outside of the CCAA
process and continues to operate in the ordinary course of
business.  The common shares of Octane trade on the TSX Venture
Exchange under the symbol "OES".


PINNACLE ENT: Fitch Affirms B+ & B- Ratings on Sr. & Sub. Debts
---------------------------------------------------------------
Fitch Ratings affirmed the respective 'B+/B-' senior secured bank
and subordinated debt ratings of Pinnacle Entertainment (NYSE:
PNK).  Ratings primarily reflect PNK's stable and growing cash
flow base, solid liquidity profile, and long-dated maturity
schedule.  These factors are offset by construction/start-up risks
and continued high leverage associated with the company's
aggressive development plans through fiscal year-end 2007 and
relative uncertainty regarding the company's ability to generate
acceptable returns there.  The Rating Outlook is Stable.

PNK is in the process of significantly increasing its operating
platform, expecting to double or even triple EBITDA over the next
five years via greenfield development of three new properties.
Projects include a $365 million casino in Lake Charles (opening
May 2005), a $200 million casino project in downtown St. Louis
(opening late 2006), and a $300 million casino project in St.
Louis county (opening late-2007).  These plans are significant
relative to the company's operating profile, and free cash flow
will be negative over this period.  However, net leverage should
remain in line with the current rating category, peaking at 5.3
times in 2006 (versus 3.7x at fiscal year-end 2004) as the company
taps its bank facility to fund the St. Louis projects, but
declining to 4.2x by fiscal year-end 2007 as EBITDA benefits take
effect.  Timing of scheduled projects is prudently sequenced such
that financing of the two Missouri projects benefit from cash
flows from completed projects.

Liquidity of $563 million at fiscal year-end 2004 (comprising $288
million in cash, $125 million in revolver availability, and a $150
million delayed draw term loan) appears adequate to fund the vast
majority of planned projects.  Over the last 12 months, the
company has repeatedly accessed the capital markets to improve
liquidity and strengthen its balance sheet.  PNK successfully
tapped the bank market twice during 2004 to increase size and
pricing of its facility.  It also executed two equity offerings in
February and December, raising a combined total of $204 million in
gross proceeds.  Finally, in late 2004/early 2005, PNK redeemed
remaining outstandings under its 9.25% notes, funded in part via a
$100 million add-on to its 8.25% notes, effectively eliminating
the company's most restrictive indenture.  These actions have
reduced the funding gap for both of its St. Louis projects to
modest levels and provide the company with the additional
flexibility it needs to execute its growth plans.  Importantly, no
material maturities occur prior to completion of the Missouri
build-out.

With five casinos in five distinct gaming jurisdictions, PNK is
somewhat diversified geographically, but remains highly vulnerable
to tax increases/regulatory changes in Louisiana where it will
continue to derive roughly 40% of its cash flows over the long
term.  Notably, the Louisiana governor is currently evaluating the
potential impact of raising gaming taxes at riverboats and
racetracks in Louisiana to 32.5% (versus the current 21.5% and
18.5%, respectively).  Fitch estimates that the annual impact to
PNK's EBITDA would be material at roughly $40 million-$45 million
while leverage would rise to 7.3x versus original estimates of
5.3x in 2006.  However, this is a preliminary proposal, and
assuming a strong reaction from gaming interests, the final form
of the tax increase is likely to be somewhat watered down from
this level or accompanied by some form of offsetting legislation.

Current market exposure is also somewhat unfavorable given the
mature and highly competitive conditions in a number of markets
where PNK is not the market leader (Reno, Nevada; Biloxi,
Mississippi; and Bossier City, Louisiana).  This has left the
company somewhat dependent on its flagship Belterra property for
topline growth.  That said, performance in most of these markets
has been solid due to significant operational improvements
implemented by new management since taking over in early 2002.
Since their arrival, same store EBITDA has increased by 51% on a
10% increase in revenues, reflecting margin expansion of 550 bps
to 18.6% at fiscal year-end 2004.  Looking forward, addition of
the three new properties should provide further scale and
diversification and reduce PNK's reliance on Belterra for long-
term growth (though Louisiana exposure remains high).  Fitch
expects the new Lake Charles property to produce adequate returns
given its superior quality and satisfactory location relative to
current offerings in that market.

Fitch acknowledges that a significant level of risk has subsided
as the Lake Charles construction draws to a close.  The project
remains on time and on budget for its planned opening in May.
Fitch is also encouraged by the steady improvement in same store
operating results, which continued through most of 2004, as well
as continued improvements to PNK's liquidity and maturity profile.
Nonetheless, weaker-than-expected operating results in the fourth
quarter at the flagship Belterra property due to margin
contraction, and recent momentum for a material tax increase in
Louisiana during a period of high and increasing leverage leads
Fitch to retain the Stable Outlook until there is more clarity on
these issues and until PNK demonstrates a degree of success in
Lake Charles.


PRESTWICK CHASE: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Prestwick Chase, Inc.
        100 Saratoga Boulevard
        Saratoga Springs, New York 12866

Bankruptcy Case No.: 05-11456

Type of Business: The Debtor offers senior housing and independent
                  living as an alternative to home ownership.
                  Prestwick Chase active adult community offers
                  spacious suites and private cottages as senior
                  housing for elegant, independent living.
                  See http://www.prestwickchase.com/

Chapter 11 Petition Date: March 11, 2005

Court:  Northern District of New York (Albany)

Debtor's Counsel: Jennifer C. Driver, Esq.
                  Stockli Green, LLP
                  90 State Street
                  Albany, New York 12207
                  Tel: (518) 449-3125

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 11 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Saratoga County IDA           Taxes                     $199,285
Saratoga City
Municipal Center
50 West High Street
Ballston Spa, NY 12020

Saxton & Farrar, CPAs         Trade Debt                $103,650
PO Box 817
648 Maple Avenue, Route 9
Saratoga Springs, NY 12866

Saratoga County Treasurer     Taxes                      $77,040
25 West High Street
Ballston Spa, NY 12020

Mirabito                      Trade Debt                 $30,921

Crane, Greene & Parente       Trade Debt                 $27,965

Saratoga Springs CSD          Taxes                      $19,946

The CBORD Group, Inc.         Trade Debt                  $7,515

National Equity               Trade Debt                  $5,255

Stockli Greene, LLP           Trade Debt                  $5,000

Verizon Yellow Pages          Trade Debt                  $1,970

Richard T. Saxton             Trade Debt                    $575


QUANTA SERVICES: Earns $1.8 Million of Net Income in 4th Quarter
----------------------------------------------------------------
Quanta Services, Inc. (NYSE: PWR) reported results for the three
and twelve months ended Dec. 31, 2004.

Revenues in the fourth quarter of 2004 were $419.2 million,
compared to revenues of $431.3 million in the fourth quarter of
2003.  For the fourth quarter of 2004, net income attributable to
common stock was $1.8 million, compared to a net loss attributable
to common stock of $25.7 million in the fourth quarter of 2003.

Revenues for the twelve months of 2004 were $1.63 billion,
compared to $1.64 billion for the twelve months of 2003.  For the
twelve months of 2004, the company reported a net loss
attributable to common stock of $9.2 million, compared to a net
loss attributable to common stock of $32.9 million for the year
2003.

"Quanta enters 2005 with cautious enthusiasm," said John Colson,
chairman and chief executive officer of Quanta Services.  "The
Fiber to the Premises initiatives of our telecommunications
customers and increased spending by our utility customers should
facilitate Quanta's improved performance and provide growth
opportunities for Quanta this year.  We ended 2004 in a strong
financial position with more than $265 million in cash on our
balance sheet.  Quanta is well positioned financially and
operationally to pursue growth opportunities in 2005."

The fourth quarter 2003 results included a $35.1 million charge
comprised of make-whole pre-payment premiums, the write-off of
deferred financing costs and other related costs due to:

   -- the early extinguishment of debt;

   -- a $6.5 million goodwill impairment charge associated with
      the closure of an operating unit; and

   -- a $2.9 million charge as a result of the disposition of an
      investment in a fiber network, all on a pre-tax basis.

In addition to the previously discussed charges recorded in the
fourth quarter of 2003, results for 2003 were impacted by
allowances for certain accounts and notes receivable in the amount
of $19.0 million, related primarily to notes receivable from one
customer.

                             Outlook

Quanta expects revenues for the first quarter of 2005 to range
from $345 million to $360 million, and a loss per share of
approximately $0.04 to $0.06.

                        About the Company

Quanta Services, Inc., is a leading provider of specialized
contracting services, delivering end-to-end network solutions for
electric power, gas, telecommunications and cable television
industries.  The company's comprehensive services include
designing, installing, repairing and maintaining network
infrastructure nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2004,
Moody's Investors Service affirmed ratings of Quanta Services,
Inc. reflecting the company's large cash balance, free cash flow
generation vs. its debt levels, and significant contract backlog.
The rating outlook however has been changed to negative from
stable.

These ratings were affirmed:

   * $35 million Revolving Credit Facility due 2007, rated Ba3;
   * $150 million Senior Secured Term Loan due 2008, rated Ba3;
   * Senior Implied, rated B1;
   * Issuer Rating, rated B2.

The change in outlook to negative from stable reflects the
company's high leverage and thin margins.  The company's operating
fundamentals remain under pressure due to tough industry
conditions.  Furthermore, the rate of credit quality improvement,
while visible in some areas, has been below Moody's expectations.


QWEST COMMS: Trades Barbs with Verizon Over MCI Acquisition
-----------------------------------------------------------
On February 28, 2005, the Wall Street Journal published an
editorial-page article written by Richard C. Notebaert, Chairman
and Chief Executive Officer of Qwest Communications
International, Inc.

Qwest filed a copy of the article with the Securities and
Exchange Commission on March 8, 2005.

                   Don't Create A Duopoly

      On Wednesday, Capitol Hill will hold hearings on the
recently announced round of mergers in the telecommunications
industry. This recent flurry of transactions, as much or more than
any technological development, will redefine the way
Americans communicate.

      A key point should inform the committee's inquiry.

      Industry rationalization is not the same as industry
concentration.  Industry rationalization promotes competition and
innovation.  Simply put, it provides better service cheaper.  It
enables customers to benefit from more service options, a higher
degree of care, technological innovations and lower prices.

      But that is not the whole story because industry
rationalization can easily be confused with industry
concentration.  Some would argue whether this is just a matter of
degree.  But degrees count.  Clearly, there is a threshold where
the bad outweighs the good.  The leading indicators are not a
mystery: concentration will promote size-for-sizes' sake and
geographic dominance.  After initial job cuts which are the by-
product of combining corporate structures, concentration inflates
bureaucracy, reduces pricing competition, limits innovation and
works to frustrate effective regulation.  The result is that the
technological backbone of our country will have no safety net.no
margin for error.  The announced mergers of SBC-AT&T and Verizon-
MCI are cases directly on point.

      If the mergers are approved, the new companies would
literally dwarf their nearest competitors and will control 79
percent of the business/government segment-one of the most
lucrative in our industry.  The practical reality is that this
scale, pricing power and overall market clout make it extremely
unlikely that any other player can grow market share.  Odds are
these behemoths would not compete head-to-head in most local
markets but would instead flex their muscles to squeeze out
smaller competitors.  It empties the playing field.

      These are clear cases where we are moving beyond
rationalization, and will result in bringing concentration of
power to a new level: less choice, less competition, massively
increased pricing power.  Such concentration does not rationalize
and improve the market, it just ossifies it-to the disadvantage of
all.

      A truly competitive playing field doesn't just strike a good
balance between behemoths and niche players.  It allows a variety
of national competitors to meet the challenges ahead. Our
antitrust laws and regulatory oversight already have the
wherewithal to help the market evolve toward this outcome.  Our
leadership should scrutinize policy in order that it produces the
proper rules and thus the proper outcome.

      My interest in this matter is by no means academic: As a
bidder for MCI, Qwest has a major economic stake in the outcome of
hese matters.  We have been an enthusiastic participant and
beneficiary of the rationalizing of our markets.  This management
team has successfully worked very hard to rectify excesses that
were part of the early stages of that process.

      We've seen what works and what doesn't.  All the more reason
for policymakers to look hard at these proposed massive
combinations that will reduce competition and innovation and
diversity.  We know there is another way, a better way.

      Rather, than a duopoly, Qwest's vision is to build a
competitive player that will truly contribute to choice borne out
of a different approach to the marketplace and a different set of
innovative products and services.  Qwest-MCI would be a strong,
but not dominant, local, long distance and broadband provider able
to compete effectively nationwide with the combined SBC-AT&T and
Verizon, which even today is a behemoth.

      That's the kind of market regulation must produce-not simply
bigger, more powerful providers of indistinguishable service
offerings, but real innovation with real customer focus.

      The outcome of these battles concerns more than just
corporate power and bottom lines. Ultimately, the most important
test is whether we create a marketplace that provides affordable,
innovative communications services that empower residential and
small business consumers in the Digital Age. The mega-mergers do
not pass that test.

                      Verizon Talks Back

Tom Tauke, Executive Vice President of Verizon Communications,
Inc., sent a Letter to the Editor to The Wall Street Journal in
response to Mr. Notebaert's article.

Verizon filed a copy of Mr. Tauke's letter with the Securities and
Exchange Commission on March 3, 2005.

    Qwest Chairman Notebaert (Feb. 28) argues that concerns about
    "concentration" in the large business market suggest that
    Qwest, not Verizon, should team up with MCI.  He conveniently
    ignores the fact that the Qwest-MCI combination would
    eliminate a critical network for large business and government
    customers, thereby eliminating a competitive facility and
    reducing choice.  Instead of eliminating a network, Verizon
    has committed to major investment to improve that network.

    In talking to Wall Street, Mr. Notebaert candidly admits he
    plans to reduce choices by not only "consolidating traffic on
    one network" but also by "eliminating" duplicative "POPs" or
    access points where customers can connect to nationwide
    networks.  This is how Qwest hopes to achieve huge synergies
    and cut 15,000 jobs.

    In short, a Verizon-MCI transaction brings together
    complementary assets.  A Qwest-MCI transaction is designed to
    eliminate duplicative assets.

    Today AT&T dominates the business market place.  Either alone
    or with SBC, it will continue as the dominant player.  If
    partnered with a financially strong company like Verizon, MCI
    will be an attractive alternative for customers.

    Verizon-MCI offers the best alternative for customers because
    no competitive facilities are eliminated, and the financial
    health of the new company would assure a strong competitor
    would remain to the dominant player in the business market
    place.

    Tom Tauke
    Executive Vice President
    Verizon Communications

About Qwest

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

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

                          *     *     *

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

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

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

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


REVLON CONSUMER: Launches $205 Million Private Debt Placement
-------------------------------------------------------------
Revlon Consumer Products Corporation intends to privately place
$205 million in aggregate principal amount of senior notes due
2011.  The offering is expected to be consummated this month,
subject to market and other customary conditions.  There can be no
assurances that the offering will be consummated.

The net proceeds from the private placement are expected to be
used by RCPC to:

     (i) retire all of the $116.2 million aggregate principal
         amount outstanding of its 8-1/8% Senior Notes due 2006
         and all of the $75.5 million aggregate principal amount
         outstanding of its 9% Senior Notes due 2006,

    (ii) pay related fees and expenses, including accrued interest
         and the applicable premium on such notes, and any
         remaining balance will be available for general corporate
         purposes.

This press release does not constitute a call for redemption of
the 8-1/8% Senior Notes or the 9% Senior Notes.

The notes will be sold only to qualified institutional buyers in
reliance on Rule 144A, and outside the United States in compliance
with Regulation S under the Securities Act of 1933, as amended.
The proposed issuance of the new RCPC notes will not be registered
under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.  This press
release shall not constitute an offer to sell, or the solicitation
of an offer to buy, any securities, nor shall there be any sale of
securities mentioned in this press release in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

                        About the Company

Revlon Consumer Products Corporation is a wholly owned subsidiary
of Revlon, Inc., a worldwide cosmetic, skin care, fragrance, and
personal care products company.  The Company's vision is to
deliver the promise of beauty through creating and developing the
most consumer preferred brands.  Web sites featuring current
product and promotional information can be reached at
http://www.revlon.com/and http://www.almay.com/Corporate
investor relations information can be accessed at
http://www.revloninc.com/The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2005,
Moody's Investors Service assigned a Caa2 rating to the proposed
$205 million senior notes offering by Revlon Consumer Products
Corporation.  In addition, Moody's affirmed Revlon's existing
ratings and its negative rating outlook.

The affirmation and assignment of long-term ratings reflect the
company's continued operational and financial progress, including
the prospective improvement in Revlon Consumer's near-term
liquidity profile as proceeds from the notes are used to refinance
bonds maturing as early as February 2006.  However, the
continuation of a SGL-4 speculative grade liquidity rating and a
negative long-term rating outlook reflect the company's ongoing
negative free cash flow profile and ongoing liquidity concerns
beyond the near term.

The ratings affected by this action are:

   * New $205 million senior notes due 2011, assigned at Caa2;

   * Senior implied rating, affirmed at B3;

   * $160 million senior secured revolving credit facility due
     2009, affirmed at B2;

   * $800 million senior secured term loan facility due 2010,
     affirmed at B3;

   * $116 million 8.125% senior notes due 2006, affirmed at Caa2;

   * $76 million 9% senior notes due 2006, affirmed at Caa2;

   * $327 million 8.625% senior subordinated notes due 2008,
     affirmed at Caa3;

   * Speculative grade liquidity rating, affirmed at SGL-4;

   * Senior unsecured issuer rating, affirmed at Caa2.

At the same time, Standard & Poor's Ratings Services affirmed its
ratings on Manhattan-based cosmetics manufacturer Revlon Consumer
Products Corp., including its 'B-' corporate credit rating.

At the same time, Standard & Poor's assigned a 'CCC' senior
unsecured debt rating to Revlon's planned $205 million senior
unsecured note offering due 2011.  The outlook is negative.
Approximately $1.4 billion of debt is affected by this action.

Proceeds from the $205 million senior unsecured note offering will
be used primarily to repay approximately $192 million of debt due
in 2006.

"The refinancing of Revlon's debt maturities due in 2006
significantly improves the company's short-term liquidity,
however, the company will be challenged to improve operations in
fiscal 2005 due to a soft mass-market color cosmetics segment, and
planned increases in marketing and promotional expenses to support
new product introductions," said Standard & Poor's credit analyst
Patrick Jeffrey.  While Revlon achieved its revised targeted
EBITDA level of $190 million in fiscal 2004, the company's planned
increased media spending, particularly in the first half of 2005,
will affect the company's EBITDA growth and margins for fiscal
2005.  As a result, the company will need to continue to
demonstrate sustained operating stability and adequate liquidity
before a stable outlook is considered.


REVLON CONSUMER: S&P Holds Ratings Despite Internal Control Issues
------------------------------------------------------------------
Standard & Poor's says its ratings and outlook on Revlon Consumer
Products Corp. (B-/Negative/--) are not affected by the company's
disclosure in its annual Form 10-K of a material weakness in its
internal controls under Section 404 of the Sarbanes-Oxley Act.

The weakness stems from an incorrect estimate of sales returns
based upon information received from one of Revlon's key retail
customers.  However, the amount is not material ($1.2 million),
and Revlon has implemented new controls to immediately address
this control weakness and is continuing to evaluate additional
controls and procedures in order to remediate the material
weakness.

Additionally, the company's financials as reported in the 10K are
accurately represented, and Revlon's auditor, KPMG LLP, has
provided a clean opinion on its financial statements.  After
reviewing the information provided, Standard & Poor's does not
expect these matters to have an impact on Revlon's ratings or
outlook.  However, Revlon is using the 45-day extension provided
by the SEC on its required filing of a report on internal controls
over financial reporting and its auditor's attestation to this
report.  Upon its release, Standard & Poor's will review this
final report to ensure no further weaknesses exist.


ROUGE INDUSTRIES: Gibraltar Holds $423,969 Allowed Unsec. Claim
---------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve their
settlement agreement with Gibraltar Steel Corporation nka
Gibraltar Steel Corporation of New York dba Integrated Terminals,
American Strapping Tool Repair, Gibraltar Metals and Gibraltar
Strip.

Gibraltar filed a proof of claim on April 7, 2004, asserting:

   -- a $313,279 unsecured claim, and
   -- a $229,039 secured claim.

The Debtors alleged that Gibraltar received a $364,112
preferential transfer recoverable under Sections 547 and 550 of
the Bankruptcy Code.

Additionally, Gibraltar purported owes the Debtors $229,039 for
obligations arising from their commercial relationship.  This
receivable was transferred to OAO Severstal when the Debtors sold
substantially all of their assets to Severstal.  Gibraltar asked
the Court to lift the automatic stay under Section 362 of the
Bankruptcy Code to allow set-off of its claim against its
receivable.

The parties agreed to settle those matters to avoid lengthy
litigation.  They agreed that:

   * Gibraltar will pay the Debtors $90,000,

   * the Debtors will allow Gibraltar's unsecured claim reduced to
     $423,969,

   * the parties will exchange mutual releases.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $558,131,000 and total
debts of $558,131,000.


SATCON TECHNOLOGY: Auditors Raise Going Concern Doubt
-----------------------------------------------------
Satcon Technology Corporation has incurred significant costs to
develop its technologies and products.  These costs have exceeded
total revenue.  As a result, the Company has incurred losses in
each of the past ten years.  As of January 1, 2005, it had an
accumulated deficit of $129,092,433, since inception.  During the
three months ended January 1, 2005, the Company incurred a loss
from operations of $1,206,465 and used cash in operations of
$1,409,394.  The Company's restricted cash balances at
Jan. 1, 2005 and September 30, 2004 were $1,011,900.

In addition, the Company envisions successfully completing its
fixed-price contract with the EDO Corporation.  Initially this
contract was for $1.1 million, which during 2004 was increased to
$1.5 million.  Through January 1, 2005, the Company has incurred
approximately $2.7 million of costs and has projected a total cost
of approximately $3.0 million before satisfying the requirements
of this contract.  As of January 1, 2005 the total $3.0 million
has been fully accrued and reflected in the Company's results of
operations for the period ended January 1, 2005.  Due to the
technical challenges associated with this contract it is possible
that the Company will overrun its latest forecast before
successfully completing the contract as it has done in the past
(the Company accrued $0.6 million in contract losses associated
with this contract in fiscal year 2003 and had incurred an
additional $0.9 million in fiscal 2004 related to the EDO
contract.)

If, however, the Company is unable to complete this contract as
envisioned it may continue to incur losses putting a strain on
cash flow and exposing the Company to potential contractual
remedies.  If this were to occur it could result in non-compliance
with the New Loan covenants, and the Company may be forced to
raise additional funds by selling stock or taking other actions to
conserve its cash position.

                      Going Concern Doubt

Satcon's financial statements for its fiscal year ended
Sept. 30, 2004, contain an audit report from Grant Thornton LLP.
The audit report contains a going concern qualification, which
raises substantial doubt with respect to Satcon's ability to
continue as a going concern.

Satcon Technology Corporation performs funded research and
development and product development for commercial companies and
government agencies under both cost reimbursement and fixed-price
contracts.


SATCON TECHNOLOGY: Gets $7M Loan to Fund Operations Until Sept.
---------------------------------------------------------------
Satcon Technology Corporation entered into a new loan agreement
with Silicon Valley Bank, which replaced its amended loan for
$6,250,000.

Under the terms of the New Loan, the Bank will provide the Company
with a credit line of up to $7,000,000.  The New Loan is secured
by most of the assets of the Company and advances under the New
Loan are limited to 80% of eligible receivables and up to
$1,000,000 based on the levels of eligible inventory.  Interest on
outstanding borrowings accrues at the Bank's prime rate of
interest plus 2% per annum.  In addition, the Company will pay to
the Bank a collateral handling fee of $1,000 per month and has
agreed to these additional fees:

     (i) $25,000 commitment fee;

    (ii) an unused line fee in the amount of 0.5% per annum; and

   (iii) an early termination fee of 0.5% of the total credit line
         if the Company terminates the New Loan within the first
         six months.

The New Loan contains certain financial covenants relating to
tangible net worth, which the Company must satisfy in order to
continue to borrow from the Bank.  The New Loan will expire on
January 30, 2006.

The Company anticipates that its current cash, after a December
2004 Financing Transaction, together with the ability to borrow
under the New Loan will be sufficient to fund its operations at
least through September 30, 2005.  This assumes the Company
achieves its business plan and completes its contract without
significant further losses or other remedies.  Further, this
assumes that the Company will be able to remain in compliance with
all New Loan covenants.  If, however, the Company is unable to
realize its operating plan and is unable to remain in compliance
with an New Loan agreement with the Bank, the Company may be
forced to raise additional funds by selling stock or taking other
actions to conserve its cash position.

Satcon Technology Corporation performs funded research and
development and product development for commercial companies and
government agencies under both cost reimbursement and fixed-price
contracts.

                      Going Concern Doubt

Satcon's financial statements for its fiscal year ended
Sept. 30, 2004, contain an audit report from Grant Thornton LLP.
The audit report contains a going concern qualification, which
raises substantial doubt with respect to Satcon's ability to
continue as a going concern.


SBA COMMS: Dec. 31 Stockholders' Deficit Widens to $88.7 Million
----------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) reported results for
the fourth quarter ended December 31, 2004.  Highlights of the
results include:

    * Fourth quarter over year earlier period:

        Site leasing revenue growth of 14.3%
        Tower cash flow growth of 20.6%
        Loss from continuing operations reduced by 24.7%
        Adjusted EBITDA growth of 34.3%

    * Reduction in net debt/annualized adjusted EBITDA leverage
      ratio to 9.7x.

All historical financial results presented herein for the fiscal
year ended December 31, 2003 and nine months ended September 30,
2004 have been restated to reflect the Company's change in its
method of accounting for ground lease expense.  Additionally, as
previously announced in the first half of 2004, the Company
adopted a plan to sell all of its services business in the western
United States and has completed the sale of all portions of its
western services business.  The results of the Company's western
services segment are reflected as discontinued operations in
accordance with generally accepted accounting principles for the
three months and fiscal year period ended December 31, 2004 and
2003.  Other than the net loss information presented below, all
other financial information contained in the text of this press
release is from the Company's continuing operations.

                        Operating Results

Total revenues in the fourth quarter of 2004 were $65.5 million,
compared to $51.4 million in the year earlier period.  Site
leasing revenue of $37.7 million and site leasing gross profit of
$25.9 million were up 14.3% and 22.1%, respectively, over the year
earlier period.  Cost of site leasing revenue for the three months
ended December 31, 2004 and 2003 included approximately $1.3
million and $1.5 million, respectively, of non-cash ground lease
expense calculated pursuant to the Company's revised method of
accounting for ground lease expense.  Same tower revenue and site
leasing gross profit growth on the 3,053 towers owned at Dec. 31,
2004 and December 31, 2003 were 13.6% and 19.8% respectively.
Site leasing contributed 92.1% of the Company's gross profit in
the fourth quarter of 2004.

As a result of the Company's change in its method of accounting
for ground lease expense, SBA is changing its definition of Tower
Cash Flow and Adjusted EBITDA to exclude the non-cash impact from
straight-line calculations used to determine leasing revenue or
ground rent expense.  Tower Cash Flow for the three months ended
December 31, 2004 was $26.8 million, a 20.6% increase over the
year earlier period.  Tower Cash Flow margin for the three months
ended December 31, 2004 was 72.0%, a 340 basis point improvement
over the year earlier period.

Site development revenues were $27.9 million compared to $18.5
million in the year earlier period, a 50.7% increase. Site
development gross profit margin was 8.0% in the fourth quarter,
compared to 9.1% in the year earlier period.

Selling, general and administrative expenses were $7.2 million in
the fourth quarter, compared to $7.7 million in the year earlier
period. Loss from continuing operations for the fourth quarter was
$41.5 million, compared to $55.1 million in the year earlier
period.  Net loss in the fourth quarter of 2004 was $41.8 million,
compared to a net loss of $52.8 million in the year earlier
period.  Excluding $21.9 million relating to non-cash asset
impairment charges and the write-off of deferred financing fees
and extinguishment of debt charges, fourth quarter 2004 loss from
continuing operations was $19.6 million.  Adjusted EBITDA was
$21.9 million, compared to $16.3 million in the year earlier
period, or a 34.3% increase.  Adjusted EBITDA margin was 33.6%.

Net cash interest expense and non-cash interest expense was $10.4
million and $7.9 million, respectively, in the fourth quarter of
2004, compared to $20.0 million and $3.4 million in the year
earlier period.

Cash provided by operating activities for the three months ended
December 31, 2004 was $0.2 million, compared to a use of cash of
$9.5 million for the three months ended December 31, 2003. Cash
provided by operating activities for the fourth quarter of 2004
includes interest payments associated with the repurchase of our
10 1/4% senior notes of approximately $7.5 million that would
otherwise have been paid in the first quarter of 2005. Equity free
cash flow (defined below) for the three months ended December 31,
2004 was a negative $7.8 million compared to a negative $12.4
million in the year earlier period.

                       Investing Activities

During the fourth quarter, SBA purchased five towers, built ten
towers and sold or otherwise disposed of 16 towers, all of which
were previously held for sale. As a result of these activities, as
of December 31, 2004 SBA owned 3,060 towers in continuing
operations, excluding six towers that were held for sale.  The
Company received $0.3 million from the sale or disposition of the
16 towers.  In the fourth quarter, the Company recognized a loss,
included in discontinued operations, of $0.3 million on the
disposition of its western services segment.  Total cash capital
expenditures for the fourth quarter were $3.5 million, consisting
of $0.9 million of non-discretionary capital expenditures (tower
maintenance and general corporate) and $2.6 million of
discretionary capital expenditures (new tower builds, tower
augmentations, tower acquisitions and related earn-outs, and
ground lease purchases).  The five towers were purchased for an
aggregate amount of $3.6 million, consisting of $0.5 million in
cash and 0.4 million shares of SBA common stock.

Since January 1, 2005, SBA has purchased 24 towers for an
aggregate amount of $8.1 million, consisting of $4.0 million in
cash and 0.5 million shares of SBA common stock.  The Company has
agreed to purchase an additional 32 towers for an aggregate amount
of $8.7 million, of which we expect to pay approximately 70% in
cash and the remainder in SBA common stock.  We anticipate that
these acquisitions will be consummated in the first quarter of
2005.

                Financing Activities and Liquidity

SBA ended the fourth quarter with $323.4 million outstanding under
its:

   -- $400.0 million senior credit facility,
   -- $302.4 million of 9-3/4% senior discount notes,
   -- $250.0 million of 8-1/2% senior notes,
   -- $50.0 million of 10-1/4% senior notes, and
   -- net debt of $854.2 million.

The Company's net debt to annualized adjusted EBITDA leverage
ratio was 9.7x at December 31, 2004. Debt amounts as of Dec. 31,
2004 exclude approximately $1.9 million of deferred gain from the
termination of a derivative in 2002.  In the fourth quarter of
2004, SBA issued $250.0 million of 8-1/2% senior notes and used
the net proceeds from the issue to repay indebtedness, including
repurchases of $228.5 million of its 10-1/4% senior notes and $1.3
million face amount of its 9-3/4% senior discount notes. SBA paid
cash of $220.9 million and issued 4.1 million shares of its common
stock for such repurchases, including accrued interest. Liquidity
at December 31, 2004 was approximately $108.1 million, consisting
of $71.6 million of cash and restricted cash, and approximately
$36.5 million of additional availability under the senior credit
facility.

On February 1, 2005, SBA repurchased the remaining $50.0 million
of its 10-1/4% senior notes.  The Company paid from cash on hand
$55.1 million including accrued interest.  The Company currently
has issued and outstanding $250.0 million of 8-1/2% senior notes,
$307.3 million of 9 3/4% senior discount notes (accreted through
February 28, 2005), $323.4 million under its senior credit
facility and 65.4 million shares of common stock.

"We are very pleased to present our fourth quarter results," said
Jeffrey A. Stoops, SBA's President and Chief Executive Officer.
"We produced very strong growth over the year earlier period.  We
performed extremely well on our three primary goals -- Adjusted
EBITDA and Tower Cash Flow growth, improving free cash flow, and
reduced leverage.  We completed a major refinancing transaction in
the fourth quarter, allowing us to further reduce our weighted
average cost of debt.  Our strong growth and financial results
reflect good customer activity in 2004, and gave us the confidence
to recommence a measured new tower build and acquisition effort.
We believe that customer activity and backlog in both our site
leasing and services segments will continue to be solid, which
gives us optimism for continued growth for 2005.  We enjoyed
success on many fronts in the fourth quarter, and we are very
appreciative of our customers and employees for their
contributions to our success.  We believe we are well positioned
to achieve material Tower Cash Flow, Adjusted EBITDA and equity
free cash flow growth in 2005, and continue to delever the balance
sheet."

                             Outlook

The Company has updated its Full Year 2005 Outlook for anticipated
results from continuing operations.  The update reflects the
Company's change to its method of accounting for ground lease
expense.

                        About the Company

SBA Communications Corporation -- http://www.sbasite.com/-- is a
leading independent owner and operator of wireless communications
infrastructure in the United States. SBA generates revenue from
two primary businesses -- site leasing and site development
services.  The primary focus of the Company is the leasing of
antenna space on its multi-tenant towers to a variety of wireless
service providers under long-term lease contracts.  Since it was
founded in 1989, SBA has participated in the development of over
25,000 antenna sites in the United States.

At Dec. 31, 2004, SBC Communications' balance sheet showed an
$88,671,000 stockholders' deficit, compared to a $1,566,000
deficit at Dec. 31, 2003.

                          *     *     *

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

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

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

The rating action reflects Fitch's concern regarding the prospects
for the moderately higher business risk profile of SBC following
the acquisition of AT&T.  The transaction is not expected to have
a material impact on SBC's credit metrics, given AT&T's low
leverage for its current assigned rating.  AT&T's gross debt to
EBITDA for 2004 was approximately 1.5 times, and its net debt to
EBITDA was 1.0x. SBC's 2004 leverage, which was affected by its
financing for Cingular's acquisition of AT&T Wireless in October
2004, was 2.2x including proportionate Cingular debt (but
including only approximately two months of EBITDA from AT&T
Wireless). At year-end 2005, Fitch expects SBC's leverage to be
in the 1.5x-1.7x range.

At year-end 2006 and following the close of the acquisition of
AT&T, Fitch expects the combination of SBC's debt and SBC's 60%
share of Cingular's public debt to be in the range of $34-36
billion. Strong free cash flows at both SBC and AT&T prior to the
close of the transaction are expected to allow both companies to
continue to reduce debt in the interim. Fitch expects the 2006
pro forma leverage of SBC to approximate 1.5x, which if achieved
could limit the company's senior unsecured debt to a one-notch
downgrade.

Fitch's primary concerns with the effect of the acquisition on SBC
are the weak business fundamentals of the long distance business,
the impact of the integration costs on the company's cash flow,
and the risk that the projected synergies will be materially less
than anticipated. Over the past several years, heightened
competition, weak demand and unstable pricing have contributed to
the erosion of AT&T's revenues and EBITDA. In addition, AT&T has
suffered from a lack of growth opportunities in its core business.

The impact of the weak fundamentals of the long distance business
on SBC's credit profile will be moderated by the significant
synergies of the combined companies, which are expected to reach
$2 billion annually by 2008. Since receiving long distance
approvals at the end of 2003, SBC has been aggressively targeting
the enterprise customer market. Synergies will arise from the
elimination of duplicate spending on network, information
technology, sales efforts and headquarters functions. In
evaluating the transaction, Fitch will evaluate the potential
synergies and the cash flows of the combined companies after
integration costs. SBC is expected to incur integration costs of
approximately $1.6-1.9 billion in 2006 following the close of the
transaction, with integration costs declining thereafter.

The transaction is expected to close in the first half of 2006
following the customary regulatory approvals. The effects of the
regulatory approval process on the economic potential of the
transaction are not known, and could have an impact on the
ultimate financial profile of the company.

The Rating Watch Negative applies to the 'A+' senior unsecured
debt of these issuers:

   -- SBC Communications Corp.;
   -- SBC Communications Capital Corp.;
   -- Ameritech Capital Funding;
   -- Illinois Bell Telephone Company;
   -- Indiana Bell Telephone Company;
   -- Michigan Bell Telephone Company;
   -- Pacific Bell Telephone Company;
   -- Wisconsin Bell Telephone Company;
   -- Southern New England Telecom Corp.;
   -- Southern New England Telephone;
   -- Southwestern Bell Telephone;
   -- Southwestern Bell Capital Corp.


SEMCO ENERGY: Moody's Affirms Ba2 Senior Unsecured Rating
---------------------------------------------------------
Moody's Investors Service affirmed the credit ratings of SEMCO
Energy, Inc., and its supported debt (Ba2 sr. uns.), and changed
the outlook from stable to negative.  The rating actions follow
SEMCO's announcement that it will take out the preference stake
held by K-1 Ventures Limited, a private equity firm and the
company's largest shareholder, with a new preferred stock
issuance.  The transaction was prompted by recent unfavorable
regulatory developments and was not known to Moody's at the time
Moody's stabilized SEMCO's outlook in 1/05.

The refinancing will result in weaker credit metrics and covenant
cushions than we had expected previously.  Furthermore, according
to the company's latest forecast, it appears less likely that
SEMCO will sustain positive post-capex free cash flow over the
near term as previously expected.  This setback in its credit
profile makes it more critical that SEMCO successfully clear some
upcoming hurdles, including: a favorable rate order in Michigan,
issuing common stock, and renewing its bank facility.

Negative Outlook

The stabilization of SEMCO Energy's outlook would depend on its
successfully clearing the above-mentioned hurdles in the near
term.  This would entail: a revenue increase from the Michigan
rate case (a meaningful portion of the $12 million requested, an
order expected within the next several months); a common stock
issue of at least $25 million in the second half of 2005; and
renewal of the bank credit facility in 9/05 with capacity of at
least $100 million and covenants that are accommodating of the
company's emerging credit profile and seasonality.

Moody's notes that SEMCO Energy has limited leeway under some of
its covenants, notably the interest coverage test in its bank
agreement in the March quarter.  The new preferreds will reduce
the cushion it has under the current restricted payments test.

The stabilization of the outlook will also depend on SEMCO's
consistently performing on its current plan, achieving positive
post-capex free cash flow, de-leveraging, and staying comfortably
in compliance with its financial covenants over the next 12-18
months.  The key credit metrics that we incorporate in our current
ratings include: FFO/fixed charges approaching 2x (vs. 1.6x in
2004), GCF/debt (including the new preferreds) in the upper single
digits (5% in 2004), debt (including the new preferreds)/capital
in the low 70% range (78% at 12/31/04, including the K-1
preference stock as debt).

What Can Change Rating Down

A downgrade is possible if the above-mentioned expectations for a
stable outlook are not met, or if SEMCO becomes more aggressively
capitalized as a result of, among other factors, M&A activity.

The Transaction

The refinancing resulted from the difficulties that SEMCO Energy
encountered in obtaining approval relating to K-1's investment
from the Regulatory Commission of Alaska before an agreed
deadline.   SEMCO will use $60 million in proceeds from its new
preferred stock to retire $52.5 million of preference stock that
is held entirely by an affiliate of K-1 and to pay $10 million in
related make-whole payments.

This transaction will also end K-1's involvement with SEMCO. K-1's
affiliate currently holds two seats on the board, which it will
vacate upon the closing of this transaction.  The preference stock
is convertible into common stock equal to about a fifth of SEMCO's
outstanding common stock after giving effect to the conversion.

The new preferreds ($65 million, $70 million if the greenshoe is
exercised), requiring a cash repayment in 2015, will add $7.5
million in incremental adjusted debt.  These preferreds will also
add incrementally to SEMCO's cash requirements and lessen the
already thin cushion under the restricted payments test in its
bank agreement ($2 million at 12/31/04).

From an earnings standpoint, the cost of the new preferreds will
be lower than that of the K-1 preference stock (5%, compared to
the nominal 6% rate on K-1 preference stock, but which is
effectively 9% including the amortization of the discount, and for
which costs grow over time because of the PIK feature).  However,
the new preferreds will require $3.5 million annually in cash
dividends unlike the non-cash stock dividends that the K-1
preference stock requires.

SEMCO Energy, Inc., is a natural gas distribution company,
headquartered in Port Huron, Michigan.


SHOWTIME ENTERPRISES: Pelino & Lentz Approved as Committee Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave the
Official Committee of Unsecured Creditors of Showtime Enterprises,
Inc., and its debtor-affiliate permission to employ Pelino &
Lentz, P.C., as its counsel.

Pelino & Lentz will:

   a) provide the Committee with legal advice as to its right and
      obligations in the Debtors' chapter 11 case and prepare on
      behalf of the Committee all necessary motions, applications,
      objections, reports and other legal papers;

   b) represent the Committee in all matters involving contests
      with the Debtors, their secured creditors and other third
      parties;

   c) assist the Committee in the negotiation and preparation of a
      disclosure statement and plan of reorganization; and

   d) provide all other legal services to the Committee that are
      necessary and in the best interests of the Debtors'
      unsecured creditors;

James T. Asali, Esq., a Partner at Pelino & Lentz, is the lead
attorney for the Committee.  Mr. Asali charges $240 per hour for
his services.

Mr. Asali reports Pelino & Lentz's professionals bill:

    Professional           Designation    Hourly Rate
    ------------           -----------    -----------
    Alan R. Gordon         Partner           $430
    Ronald L. Daugherty    Partner           $315
    Kevin C. Rakowski      Associate         $220
    Stephanie R. Katz      Paralegal         $150
    Darlene E. Mcbride     Paralegal         $115

Pelino & Lentz assures the Court that it does not represent any
interest adverse to the Committee, the Debtors or their estates.

Headquartered in Paulsboro, New Jersey, Showtime Enterprises, Inc.
-- http://www.showtimeinc.com/-- provides creative design and
high quality fabrication.  The Debtor's full-service portfolio
includes trade show and museum exhibits, corporate interiors,
event management, retail merchandising displays and environments
as well as corporate gifts & incentives.  The Company and its
debtor- affiliates filed for chapter 11 protection on Jan. 12,
2005 (Bankr. D. N.J. Case No. 05-11089).  Rocco A. Cavaliere,
Esq., at Blank Rome Comisky and McCauley LLP, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$3,695,364.85 and total debts of $9,616,355.77.


SKIN NUVO INT'L: Wants to Hire Akin Gump as Bankruptcy Counsel
---------------------------------------------------------------
Skin Nuvo International, LLC, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Nevada for permission to
employ Akin Gump Strauss Hauer & Fled LLP, as their general
bankruptcy counsel.

Akin Gump is expected to:

   a) render legal advice with respect to the powers and duties of
      the Debtors as debtor-in-possession in the continued
      operation of their businesses and management of their
      properties;

   b) assist the Debtors in negotiating, preparing and filing a
      disclosure statement and plan of reorganization and assist
      in the financial rehabilitation of the Debtors;

   c) take all necessary actions to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, negotiations concerning all litigation
      involving the Debtors, and the evaluation and objection to
      claims filed against the estates;

   d) prepare on behalf of the Debtors all necessary applications,
      motions, answers, orders, reports and papers in connection
      with the administration of the Debtors' estates;

   e) appear on behalf of the Debtors at all Court hearings in
      connection with their chapter 11 cases; and

   f) provide all other legal services to the Debtors that are
      necessary in their chapter 11 cases.

Keith M. Aurzada, Esq., and Sarah Link Schultz, Esq., are the lead
attorneys for the Debtors.  Mr. Aurzada discloses that the Firm
received a $236,520 retainer.  For their professional services,
Mr. Aurzada will receive $500 per hour, while Ms. Schultz will
receive $325 per hour.

Mr. Aurzada reports Akin Gump's professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Partners/Counsels    $285 - $775
    Associates           $160 - $450
    Paralegals            $95 - $195

Akin Gump assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC, --
http://www.nuvointernational.com/-- specializes 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.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 7, 2005 (Bankr. D. Nev. Case No. 05-50463).  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


SKIN NUVO INT'L: Taps Camino Real as Restructuring Advisors
-----------------------------------------------------------
Skin Nuvo International, LLC, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Nevada for permission to
employ Camino Real Advisors, LLC, as their restructuring advisors.

Camino Real is expected to:

   a) provide the Debtors with strategic, operational and
      financial advisory services in connection with maximizing
      recovery to the Debtors' estates; and

   b) provide all other financial and restructuring advisory
      services to the Debtors that are necessary for the
      restructuring and reorganization of their businesses under
      chapter 11.

William C. Shackelford and Greg Murray are the lead professionals
of Camino Real performing services for the Debtors.  Mr.
Shackelford charges $300 per hour for his services, while Mr.
charges $275 per hour.  Restructuring Analysts who will perform
services to the Debtors will charge at $100 per hour.

Mr. Shackelford reports Camino Real's terms of compensation:

   a) a Consulting Fee of $7,500 per week payable every Monday;
      and

   b) a Success Fee equal to 5% of the return to unsecured
      creditors upon confirmation of the Debtors' plan of
      reorganization;

Camino Real assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes 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.
Keith M. Aurzada, Esq., and Sarah Link Schultz, Esq., at Akin Gump
Strauss Hauer & Fled LLP represent the Debtors in their
restructuring efforts.  The Company and its debtor-affiliates
filed for chapter 11 protection on March 7, 2005 (Bankr. D. Nev.
Case No. 05-50463).  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $10 million to
$50 million.


SMART MODULAR: Moody's Puts B2 Rating on $125MM Sr. Secured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a first-time rating of B2 to
SMART Modular Technologies (WWH), Inc.'s proposed $125 million
senior secured second lien notes due 2012 to be issued under Rule
144A.

SMART Modular is a holding company engaged through its
subsidiaries in the design, manufacturing, and distribution of
specialty and standard memory modules and flash memory modules and
cards that are sold to OEM's in the computing, networking,
communications, and industrial sectors worldwide.  The rating
outlook is stable.  The ratings and outlook are subject to review
of the final documentation of the financing transactions.

The rating reflects SMART Modular's very volatile, cyclical and
competitive industry (although less volatile than the memory
component makers themselves) and its significant dependence on
limited number of customers.  Positively, the rating also reflects
SMART's leading market position as an independent memory module
supplier to OEMs, its long-standing relationships with tier-1 OEM
customers; Moody's expectations of modest improvements in gross
and operating margins due in part to the intent to de-emphasize
some of its more commoditized product mix; the prospects for
positive albeit modest free cash flow; and the maintenance of a
good liquidity profile.

The first time ratings assigned by Moody's are:

   * $125 million senior secured second lien notes due 2012
      rated B2

   * Senior Implied rated B2

   * Senior Unsecured Issuer rated B3

Proceeds from the proposed issuance of $125 million senior secured
second lien notes will be used to redeem $65.1 million of
preferred shares held by its sponsors (Texas Pacific Group,
Francisco Partners, and Shah Capital Partners) and repay
$48.5 million of its existing $100 million secured bank credit
facility to terminate that facility.  This facility is expected to
be replaced by an unrated $35 million senior secured first lien
bank facility.  Management does not expect to draw down on its
credit facility at closing.

The second lien notes benefit from a second priority lien on 100%
of the capital stock of substantially all of its subsidiaries and
substantially all of the assets of the company, which include all
US, Cayman Island and UK subsidiaries.  Additionally, the notes
have joint and several upstream guarantees from substantially all
domestic and international subsidiaries.

Notwithstanding the fairly small $35 million first lien bank
facility (which is not expected to be drawn), in Moody's view the
collateral coverage in a distressed scenario would be insufficient
to warrant notching the second lien note above the B2 senior
implied rating.  The terms of the second lien notes do allow for
incremental first lien bank debt of $15 million in addition to $45
million of other incremental indebtedness.  To the extent that the
company were to incur additional first lien debt without notable
improvements in business performance, the rating on the second
lien notes could be pressured.

The ratings reflect SMART Modular's breadth and depth of technical
expertise, broad product offerings, global scale and leading
market position as an independent memory module supplier to OEMs.
Pro forma the transaction, credit statistics are modest.  The
company's total pro forma debt of $125 million relative to its LTM
adjusted EBITDA of $35.7 million results in a pro forma debt to
EBITDA of 3.5 times.  LTM EBITDA to pro forma interest expense
coverage is 3.6 times.  EBITDA less capital expenditures coverage
of pro forma interest expense tightens to approximately 3.0 times.

Moody's believes that the company will generate modest free cash
flow after capital expenditures.  The company has noted that it is
in negotiations to acquire a business outside of the United States
for up to $8.4 million, which if completed would complement its
existing OEM memory module business.  The rating also reflects
good EBITA returns on assets, net of cash, of 11% as of LTM
November 2004.

Moody's believes that the overall liquidity profile of SMART
Modular is reasonable as it is expected that operational cash flow
should be sufficient to fund working capital as well as the
company's modest capital expenditures over the next year.  With
fairly modest capacity utilization levels, capital expenditures
are expected to be less than $10 million per year.

Additionally, the company maintains cash and equivalents of $45.5
million as of November, 2004 (most of which is readily
accessible), and has access to external liquidity through the
proposed $35 million senior secured credit facility.  SMART's
liquidity profile is somewhat tempered by the modest level of free
cash flow and the limitation of alternate sources of liquidity
since substantially all assets will be encumbered under the credit
agreement and the second lien notes.

SMART Modular operates in a volatile, cyclical and intensely
competitive industry that is subject to rapidly changing
technologies.  SMART provides modest value-added services and
products as evidenced by its low double-digit gross margins.
Further, the ratings incorporate the risk from significant
customer concentration, with its top two customers representing
62% of its Q1 2005 net revenues, the absence of any enforceable
long-term contractual agreements, and competition from financially
strong captive memory module suppliers such as Samsung, Hynix,
Micron, and Elpida, along with flash memory manufacturers such as
Infineon, SanDisk, and Toshiba.  In the independent memory module
supplier market, it faces competition from Kingston Technology,
who is a dominant player in the retail and VAR channels, where
SMART does not and is not expected to participate in any material
way.

SMART Modular is well positioned in its rating category, however,
factors that could have negative rating implications include:

  1) a loss or significant reduction in business from major
     customers without offsetting new customers, which would lead
     to an erosion of performance metrics;

  2) changes in competitive landscape such as sustained pricing
     aggressiveness by existing or new competitors; or

  3) a significant increase in leverage due to acquisitions or
     other cash usage.

Factors that could have positive rating implications include:

  1) consistency of performance coupled with sustained top line
     growth,

  2) operating margin and free cash flow margin expansion in part
     through a richer product mix, or

  3) reduced customer concentration, without an increase in
     leverage.

SMART Modular Technologies (WWH), Inc., headquartered in Fremont,
California and incorporated in the Cayman Islands, is the largest
independent manufacturer of specialty and standard memory modules,
flash memory cards, and communication card solutions that are sold
to OEM's.  Revenues for the latest twelve months ended November
2004 were approximately $769 million.


SMART MODULAR: S&P Rates Proposed $125M Senior Sec. Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Fremont, California-based SMART Modular
Technologies (WWH), Inc.

At the same time, Standard & Poor's assigned its 'B' rating to
SMART Modular's proposed $125 million of senior secured,
second-lien notes.  The second-lien debt rating, which is one
notch below the corporate credit rating, reflects Standard &
Poor's expectation of meaningful recovery by creditors in the
event of default or bankruptcy, given the amount of collateral
available to secured creditors and the limited amount of first
priority debt in the capital structure.  The outlook is stable.

"The ratings reflect modest profitability, particularly in recent
years when the business was a part of Solectron; execution
challenges in a highly competitive market; and relatively high
concentration with a handful of large original equipment
manufacturers," said Standard & Poor's credit analyst Joshua
Davis.  These factors partly are offset by:

   (1) the company's leading market position as an independent
       supplier of memory modules,

   (2) long-standing relationships with top-tier original
       equipment manufacturers customers,

   (3) solid operating capabilities, and

   (4) a moderate financial profile following the proposed
       refinancing.

SMART Modular's well-established position as a leading independent
designer and manufacturer of memory module products is based on
strong engineering, manufacturing, logistics, and service
capabilities.

SMART Modular is a leading independent designer and manufacturer
of a range of memory module products for use in a variety of
electronics systems, including computers and storage devices,
networking and communications equipment, industrial products and
others.  Between 1999 and 2004, SMART Modular was owned by
Solectron Corp.  The business later was spun out of Solectron to
private equity investors and management in April 2004.

SMART Modular largely is insulated from swings in the prices of
DRAM and other types of memory.  These components typically are
consigned to SMART Modular, or the company has the ability to pass
through swings in costs to customers.  Profitability -- which has
been relatively modest, in the mid-to-high single digits on a
percentage basis, in recent years--is affected by other factors,
e.g., product mix and volumes.  While the outlook for unit growth
in memory modules is positive, risks are centered on the company's
ability to act on its design innovation, time-to-market, and
service plans within a competitive market, and with a limited
financial cushion to absorb declines in profit margins or
deceleration in asset turns.  Additional potential risk factors
include high customer concentration, with Hewlett Packard and
Cisco Systems together accounting for more than 60% of company
revenues.


SOUTH COAST: S&P Holds BB- Ratings on $35 Mil. Preference Shares
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
C notes issued by South Coast Funding IV Ltd., a CDO backed
primarily by investment-grade ABS securities and other structured
securities, on CreditWatch with positive implications.

Additionally, four other ratings from this transaction are
affirmed.  This transaction is managed by TCW Asset Management Co.

The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the notes
since the transaction was originated in December 2003.  These
factors primarily include an increase in the level of
overcollateralization available to support the class C notes due
to the transaction's de-levering.

The class C overcollateralization ratio has improved, and
according to the most recently available trustee report
(Jan. 31, 2005), the overcollateralization ratio is at 104.93%,
versus the minimum required 100.75%, improving from an initial
value of 103.95%.  The driver for the increase in the class C
overcollateralization ratio follows a $7.60 million cumulative
paydown to the class C notes as per the terms of the security
agreement.  In particular, following an annualized dividend yield
of 16% per annum to the preference shareholders, any remaining
interest cash is used to pay down the principal of the class C
notes.

Standard & Poor's will be reviewing the results of current cash
flow runs to determine the level of future defaults the rated
tranches can withstand under various stressed default timing and
interest rate scenarios while still paying all of the rated
interest and principal due on the notes.  The results of these
cash flow runs will be compared to the projected default
performance of the performing assets in the collateral pool to
determine whether the ratings currently assigned to the notes
remains consistent with the amount of credit enhancement
available.

    Rating Placed on CreditWatch with Positive Implications

                  South Coast Funding IV Ltd.

                  Rating          Current       Original
    Class   To             From   Bal. (mil. $) Bal.(mil. $)
    -----   --             ----   ------------- ------------
    C       BBB/Watch Pos  BBB    37.395         45.00

                       Ratings Affirmed

                  South Coast Funding IV Ltd.

                             Current         Original
       Class        Rating   Bal. (mil. $)   Bal.(mil. $)
       -----        ------   -------------   ------------
       A-1          AAA      673.759         690.00
       A-2          AAA      120.00          120.00
       B            AA       110.00          110.00
       Pref. shares BB-      35.00           35.00

Transaction Information

Issuer:              South Coast Funding IV Ltd.
Co-issuer:           South Coast Funding IV Corp.
Current manager:     TCW Asset Management Co.
Underwriter:         Merrill Lynch & Co. Inc.
Trustee:             JPMorgan Chase Bank N.A.
Transaction type:    CBO of ABS


SUPERCONDUCTOR TECH: Expects Going Concern Opinion in Form 10-K
---------------------------------------------------------------
Superconductor Technologies Inc. (Nasdaq: SCON), the global leader
in high-temperature superconducting products for wireless voice
and data applications, anticipates that its independent auditor,
PricewaterhouseCoopers LLP, will include an explanatory paragraph
expressing concern about the company's ability to continue as a
going concern due to past losses and negative cash flows in the
Company's upcoming Form 10-K for fiscal year 2004.

For the quarter and year ended Dec. 31, 2004, the Company reported
total net revenues for the fourth quarter were $3.9 million, a
decrease of 76 percent compared to $16.4 million for the year-ago
fourth quarter.  Net commercial product revenues for the fourth
quarter of 2004 were $3.0 million, a decrease of 77 percent
compared to $12.9 million in the fourth quarter of 2003.
Government and other contract revenue totaled $950,000 during the
2004 fourth quarter compared to $3.4 million during the year ago
period.

Net loss for the quarter ended December 31, 2004 was $11.3
million, which included restructuring and impairment charges of
$1.9 million, of which $1.6 million was non-cash.  The net loss
also included increased inventory obsolescence reserves of $4.2
million. The fourth quarter loss compared to net income of
$910,000 in the fourth quarter of 2003.

"As previously announced, our lower than expected fourth quarter
revenues reflected delays in receiving a few large government and
commercial purchase orders, which the company now expects to
receive in 2005," said M. Peter Thomas, STI's president and chief
executive officer.  "On the other hand, we secured a follow-on
purchase contract from one of our major customers in December,
which calls for minimum shipments in 2005 of about $7.25 million.
Furthermore, our immediately shippable backlog at the end of 2004
was $730,000, as compared with $250,000 at the end of 2003."

Total net revenues were $23.0 million in 2004, a decrease of 53
percent as compared to $49.4 million in 2003.  Net commercial
product revenues for the year 2004 were $16.8 million, a decrease
of 56 percent compared to $38.6 million a year ago.  The company
recorded $6.2 million in government and other contract revenues
for the year ended December 31, 2004, versus $10.8 million for the
year ended December 31, 2003.

Net loss for the year ended December 31, 2004 was $31.2 million,
which included restructuring and impairment charges of
$5.2 million, of which $3.7 million was non-cash.  The net loss
for the year also included increased inventory obsolescence
reserves of $4.8 million, ISCO related litigation expenses of
$545,000 and a non-cash interest charge of $802,000 for warrants
issued in connection with a bridge loan. Net loss for the year
ended December 31, 2003 was $11.3 million, or $0.18 per diluted
share. This net loss included ISCO related litigation expenses of
$4.8 million.

At December 31, 2004, STI had $12.8 million in cash and cash
equivalents, and $16.1 million in working capital.  The total
number of common shares outstanding was 107,711,026 at December
31, 2004.

"Last month we announced the appointment of Jeff Quiram, who will
become STI's president and chief executive officer and a member of
our Board in conjunction with my retirement on March 15th,"
continued Thomas.  "A 20 plus year telecom veteran, Jeff has the
leadership, relationships and new ideas to drive long-term STI
growth."

Commenting on STI's future, Mr. Quiram stated, "In 2005, we will
focus on capitalizing on STI's successful product cost reduction
initiatives and the opportunities presented by the industry's
transition to data-intensive networks.  One of the elements that
attracted me to STI was its unmatched technology when it comes to
the interference protection and increased sensitivity today's
advanced wireless networks need.  We are exploring ways to use our
technology to expand our current product base, as well as pursue
relationships with carriers and original equipment manufacturers.
I look forward to updating you on our progress as the year
continues."

                        Financial Guidance

STI has decided to discontinue its practice of providing quarterly
guidance due to the continuing unpredictability of the capital
spending patterns of its customers who generally purchase products
through non-binding commitments with minimal lead-times.

                        About the Company

Superconductor Technologies Inc., headquartered in Santa Barbara,
CA, is the global leader in developing, manufacturing, and
marketing superconducting products for wireless networks. STI's
SuperLink(TM) Solutions are proven to increase capacity
utilization, lower dropped and blocked calls, extend coverage, and
enable higher wireless transmission data rates. SuperLink(TM) Rx,
the company's flagship product, incorporates patented high-
temperature superconductor (HTS) technology to create a cryogenic
receiver front-end (CRFE) used by wireless operators to enhance
network performance while reducing capital and operating costs.
Almost 4,550 SuperLink Rx systems have been shipped worldwide,
logging in excess of 73 million hours of cumulative operation.


TAYLOR MADISON: Loss & Deficit Trigger Going Concern Doubt
----------------------------------------------------------
Taylor Madison Corporation has incurred net losses since inception
aggregating $12,100,00 and has a $239,620 working capital
deficiency at December 31, 2004.  The company's balance sheet
reflects a $239,620 stockholders' deficit.

These factors, among others, indicate that the Company may be
unable to continue as a going concern.  The Company's continuation
as a going concern is dependent upon future events, including
obtaining financing adequate to support the Company's cost
structure and business plans.

At December 31, 2004 the Company had current assets of $11,580,
consisting of cash and cash equivalents of $2,780 and prepaid
expenses of $8,800 and current liabilities of $251,200, which
consisted of accounts payable of $116,962, accrued payroll and
other expenses of $58,118, income tax payable of $29,120 and loan
payable to a related party of $47,000, which was given to the
Company in the form of a loan from Omniscent, whose president is
wife of the Company's Chief Executive Officer.

The Company is seeking to raise $6.5 million to further its
business strategy.  Taylor Madison has a commitment from Lucien
Lallouz, its Chief Executive Officer, to purchase up to $200,000
of Company common stock at $.05 per share.  As of February 2005,
Mr. Lallouz has purchased 1,200,000 shares for $60,000, of which
no shares have been issued to date.  Other than Mr. Lallouz's
subscription, the Company has no commitments from officers,
directors or affiliates to provide funding.  The failure of the
Company to obtain adequate additional financing may require the
Company to delay, curtail or scale back some, or all, of its
operations, sales, and marketing efforts. Any additional financing
may involve dilution to the Company's then-existing shareholders.
The Company may also seek to enter into a merger or acquisition.

Taylor Madison Corporation is focusing on the development and
wholesale distribution of fragrances, skincare products and other
products both proprietary and under license.  The Company acquired
licensing rights to certain brands that enabled the Company to
enter into sub-licensing and distribution agreements that have
generated income for the Company.


TELCORDIA TECH: Moody's Affirms B1 Rating on $570MM Sr. Sec. Loan
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings (senior implied
rating at B1) for Telcordia Technologies, Inc., but revised the
ratings outlook to negative from stable.  The revised outlook
results from lowered expectations for enhancements to revenue and
profitability in the near term and expected resulting elevation in
leverage levels above 5.0 times debt to EBITDA.

Telcordia Technologies, currently a subsidiary of Science
Applications International Corp., is being purchased by private
equity buyers in a highly leveraged transaction. Providence Equity
Partners and Warburg Pincus, joint acquirers of the
telecommunications software provider, expect to close the
transaction in March 2005.  Proceeds from the transactions will be
applied towards the $1.35 billion purchase of Telcordia from SAIC,
and to fund Telcordia's beginning cash balances and transaction
fees and expenses.

The ratings affirmed include:

   * Senior implied rating of B1

   * $100 million senior secured revolving credit facility
     maturing 2011 rated at B1

   * $570 million senior secured term loan maturing 2012 rated at
     B1

   * $300 million senior subordinated notes due 2013 rated at B3

   * Senior unsecured issuer rating at B2

The ratings outlook is negative.

The ratings outlook change to negative reflects heightened
uncertainty in the company's ability to offset declines in its
legacy RBOC operations systems support (OSS) software business
with sales of next generation software to RBOCs and other tier 1
carriers and with new software offerings for cable and wireless
providers.  Moody's believes that ongoing consolidation and cost
reductions in these markets will result in fewer, but potentially
larger, software and service contracts. As a result, timing of
contract awards and revenue conversion from backlog is likely to
introduce greater volatility into revenue and earnings streams.

The ratings could be positively influenced to the extent that the
company is able to materially de-leverage through cash flow
generation or the subsequent issuance of equity, or if the company
is able to profitably grow revenue from new products and markets
to offset revenue decline from its highly profitable legacy RBOC
business.  Alternatively, the ratings could be negatively
influenced to the extent the company has additional borrowings
under its credit facilities, revenue and profitability decline
further than expected, or currently weak pro forma credit metrics
show further signs of deterioration.

The current transaction will result in pro forma debt to EBITDA
leverage for the fiscal year ended January 31, 2005, of
approximately 5.0 times, and EBITDA to interest coverage of
approximately 2.8 times.  Credit metrics may show moderate
deterioration in the fiscal first quarter ending April 30, 2005,
as a result of expected delays in contract signings and new sales,
which should negatively impact operating margins.

Current consolidation of the telecommunications industry could
have negative long-term impact on the company's core businesses,
as RBOCs seek to reduce capital spending and consolidate
duplicative infrastructure and related software costs.  Given the
company's desire to grow its wireless and cable software offerings
amidst rationalization of R&D spending, Moody's expects Telcordia
to pursue "fill-in" acquisitions, which could have a negative
impact on leverage and liquidity.

The ratings reflect Telcordia's:

   (i) legacy position as the primary supplier of embedded
       operations system support (OSS) software for the regional
       Bell operating companies (RBOCs),

  (ii) solid but contracting margins from reduced
       telecommunications infrastructure spending and price
       declines on its core wireline OSS maintenance contracts,

(iii) limited consolidated revenue growth and margin enhancement
       expected over the intermediate term, and

  (iv) high degree of leverage and low interest coverage resulting
       from the acquisition financing transaction.

The ratings also reflect the challenges the company faces as a
newly independent entity with transitioning product lines away
from a heavy reliance on legacy wireline software products for a
very concentrated customer base.  The B3 subordinated rating
further reflects its contractual subordination to senior
indebtedness.

Prior to its acquisition by SAIC in 1997, Telcordia Technologies
(previously Bellcore) was the internal research and development
arm of the RBOCs.  Due to its origin as a captive software
provider, Telcordia enjoys a dominant market position in providing
OSS software for wireline networks of RBOCs and major telecom
providers.  However, the company has experienced declines in
revenue from its legacy RBOC business, persistent pressure on
pricing and margins, and intense competition in new products and
markets the company is targeting for future growth.

In response, the company hopes to increase its presence in
providing OSS software for wireless and cable networks as well as
in transaction-based services and consulting, a strategy made
challenging due to the intense competition from both domestic and
foreign software suppliers.  Less than 10% of Telcordia's revenue
is from non-U.S. markets.

Resulting from a curtailment in telecommunications carrier
spending and voluntary reductions in pricing of its OSS
maintenance contracts, Telcordia Technologies' revenue dropped 39%
from $1.5 billion in the fiscal year ended January 31, 2002 to
$899 million in fiscal 2004.  Significant reduction in headcount
and operating expenses has helped stabilize operating margins to
16.6% in fiscal 2004 and 16.2% for the first nine months of fiscal
2005.

Spending on research and investment declined from $97.8 million in
fiscal 2002 (6.7% of revenue) to $64.7 million (7.2% of revenue)
in fiscal 2004, with further reductions expected for fiscal 2005.
Low capital investment requirements and a minimal cash conversion
cycle due to RBOC contract prepayments have historically resulted
in substantial free cash flow generation.  Going forward, however,
interest payments on the newly issued debt and working capital
investment will constrain cash flow generation.

The company reports two segments: Software license and maintenance
(Software) and Services.  Software, the larger segment, includes
Telcordia's historically high margin, legacy OSS business. Under
long term support agreements, Telcordia manages wireline OSS
maintenance contracts with RBOCs and other major carriers.
Software also includes the company's next generation OSS products
for wireline services, a smaller market that faces greater
competitive threat from emerging technologies and providers.

Software also houses Telcordia Technologies' development effort
for new, higher growth markets such as wireless and cable.
Although the wireless and cable business is relatively small,
Telcordia expects growth in this market to help offset revenue
declines from wireline customers.  The second segment, Services,
comprises transaction services, consulting services and applied
research.  This segment is not expected to be a significant
contributor to the company's growth.

The company's credit facilities are secured by substantially all
the tangible and intangible assets of Telcordia and its domestic
subsidiaries and are subject to guarantees from domestic
subsidiaries.  Tangible asset coverage is modest, with
approximately $30 million of net PP&E and $330 million of other
assets, pro forma for the transaction.  The remaining collateral
consists of Telcordia Technologies' intellectual property rights,
including an extensive portfolio of patents.  The revolving credit
facility is not expected to be drawn over the intermediate term.

The company can borrow an additional $200 million under the
existing terms of the term loan, subject to senior leverage
remaining below 3.0 times EBITDA, pro forma for the incremental
borrowing.  The term loans contain mandatory excess cash flow
sweep provisions that take effect starting in fiscal 2007.  The
excess cash flow sweep, in which the company is required to offer
partial repayment of the term loan, is 50% of defined cash flow if
leverage is greater than 4.0 times trailing EBITDA, stepping down
to 0% of defined cash flow if total leverage falls below 3.5 times
trailing EBITDA.

The subordinated notes are contractually subordinated to the large
amount of secured debt and are structurally subordinated to
liabilities of non-guarantor subsidiaries.  Because of their
subordinated position in the capital structure, senior
subordinated notes could be more sensitive to any weakening credit
metrics of the company.  The indenture provides limited protection
against dividends and restricted payments.  The debt incurrence
test requires fixed charge coverage of 2.0 times, but includes
somewhat generous baskets.  The senior subordinated notes are
being issued under Rule 144A and will not be exchanged for SEC
registered notes.  The company will not provide SEC filings, but
will provide annual and interim financial reports.

Telcordia Technologies Inc., currently a subsidiary of Science
Applications International Corp., is headquartered in Piscataway,
New Jersey.  The company is a leading provider of operations
systems support software and network systems products for
telecommunications providers.  Revenues were $896 million in
fiscal 2005.


TELIGENT: Unsecured Claims Rep. Wants Noteholders Sanctioned
------------------------------------------------------------
Denise L. Savage, at Savage & Associates, P.C., the Unsecured
Claims Estate Representative of Teligent, Inc., asks the U.S.
Bankruptcy Court for the Southern District of New York to impose
sanctions for violation of Rule 11 against certain senior secured
lenders and First Union National Bank as indenture trustee to the
Noteholders.

Pursuant to Teligent's confirmed Third Amended Joint Plan of
Reorganization, the senior secured lenders "gifted" recoveries on
avoidance claims to the general unsecured creditors.  Distribution
of the avoidance claims recoveries were made outside of the Plan.
Accordingly, Ms. Savage was appointed as Unsecured Claims Estate
Representative.

In May 2003, Ms. Savage commenced over 1,000 Avoidance Actions
including a complaint against the Debtors' former senior secured
lenders.  The lenders retaliated by filing a motion asking for the
removal of Savage & Associates as Representative.  They also asked
the Court to review the Representative's fees and expenses.

In June 2004, JPMorgan Chase, acting as administrative agent for
the senior secured lenders reached a settlement agreement with the
Representative.  The motion to dismiss Savage & Assoc. was
withdrawn.

In October, the Representative filed omnibus objections seeking to
reduce claims by more than $2 billion.  The objections included
one against the claim filed by First Union Bank.

The progress of the avoidance actions has been consistently
reported to the secured lenders.  David Adler, Esq., e-mailed Ms.
Savage sometime in December demanding to know how much of the
funds collected were distributed and how much the Representative
had on hand.  Ms. Savage complied right away.

Another removal motion was filed by the Noteholders against the
Representative on Dec. 30.  Documents regarding the avoidance
actions were demanded from the Representative.  Ms. Savage sent
all relevant documents to Mr. Adler in Jan. 2005.

                Ms. Savage's Side of the Story

Ms. Savage reminds the Court, that while the noteholders feign
confusion, this is not a particularly complicated analysis.  The
noteholders apparently argue that they are unable to reconstruct
the fate of all the monies recovered even though they are in
possession of all bank statements, all checks from the account,
list of all expenses, invoices for those expenses.

Ms. Savage states that in these cases, no other professional has
been required to provide and submit to this level of detail.

She claims that the Noteholders' arguments are laughable,
malicious and frivolous aimed to destroy the Representative's
reputation who has been most efficient in her duties prosecuting
avoidance actions.

Ms. Savage stresses that the Noteholders' removal motion contains
misrepresentations and falsehoods that can't be substantiated by
evidence nor justified upon information and belief.  These actions
warrant Rule 11 sanctions.

      Why Some of the Noteholders' Complaints Are Laughable

The most prominent charge made by the Noteholders against the
Representative is her retention of temporary staff.  This includes
a $700 "inappropriate meals" charge.  The staff's $700 meal,
according to Ms. Savage, yielded a recovery of $375,000 and
settled an $850,000 claim.

The Noteholders also cite approximately $1,000 of telephone
charges incurred over the last 2-1/3 years since Ms. Savage's
appointment.  Ms. Savage is clueless what to make of the
complaint.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001.  James H.M.
Sprayregen, Esq., Matthew N. Kleiman, Esq., and Lena Mandel,
Esq., at Kirkland & Ellis represent the Debtors in their
restructuring effort.  When the Company filed for protection from
its creditors, it listed $1,209,476,000 in assets and
$1,649,403,000 debts.  The Debtors' Third Amended Plan of
Reorganization was confirmed on Sept. 6, 2002.


TEXAS STATE: S&P's Junk Ratings Slide Down Due to Payment Failure
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Texas State Affordable Housing Corp.'s (American Opportunity
for Housing portfolio) $53.2 million multifamily housing revenue
bonds series 2002A to 'CC' from 'CCC'.

At the same time, Standard & Poor's lowered its standard long-term
rating on the corporation's $5.5 million multifamily mortgage
revenue bonds series 2002B to 'C' from 'CC'.  The outlook is
negative.

The downgrades reflect an event of default under the loan
agreement, based on the borrower's failure to make loan payments
sufficient to fund payment on the bonds; and the very poor
financial performance of the housing pool, which is negatively
affecting project net operating income and debt service coverage
levels.

The trustee for this issue informed Standard & Poor's of an event
of default under the loan agreement based on the borrowers
inability to make loan payments sufficient to pay bondholders.
The owner had been supplementing the cash flow to help pay debt
service since the last interest payment date of Sept. 1, 2004.
The debt service reserve funds have been further drawn on to make
the March 1, 2005, debt service payments.  Approximately $647,512
was drawn from the series A debt service reserve fund,
approximately $238,375 from the series B debt service reserve
fund, and $191,443 from the series C debt service reserve fund.
The trustee reports that the current balances after the draws, are
approximately $2.9 million in the series A debt service reserve
fund, $6,528 in the series B DSRF, and $3,350 in the series C debt
service reserve fund.  The debt service reserve funds were
previously drawn on the last interest payment date of Sept. 1,
2004.

The American Opportunity for Housing portfolio contains a total of
1,322 units in five properties in Dallas and Houston, Texas.
Three of the properties are in the Houston metropolitan
statistical area, incorporating a total of 796 units.  Two of the
properties in the pool are in the Dallas metropolitan statistical
area, incorporating a total of 526 units.  The average rent
collected in fiscal 2003 was $488 per unit per month, compared to
the original projection of $558 per unit per month.  This is a
result of a very high economic vacancy rate, which includes
physical vacancy, and very high concessions, which are typical in
these markets.


TEXAS STATE: S&P Slices Rating on $13.8 Mil. Revenue Bonds to CC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Texas
State Affordable Housing Corp.'s (American Housing Foundation
Apartment Portfolio) $13.8 million multifamily mortgage revenue
bonds series 2002B to 'CC' from 'CCC'.  The outlook is negative.

The downgrade reflects the projects' draw on the debt service
reserve fund, below forecast coverage levels, and soft real estate
markets.

The trustee, Wells Fargo Bank N.A., informed Standard & Poor's
that there was a $626,400 draw on the series B debt service
reserve fund to make the March 1, 2005, payment on the series B
bonds.  After the draw, the amount left in the series B debt
service reserve fund was $625,200.

Original projected coverage levels were at 1.44x for senior debt,
and 1.25x for junior rated debt.  As of Dec. 31, 2003, fiscal
year-end audited financial statements showed that the issue had
debt service coverage of 0.98x maximum annual debt service on the
senior bonds and 0.80x on the subordinate bonds.  For the six
months ended June 30, 2004, unaudited financial statements showed
coverage of 0.92x and 0.80x on the senior debt and junior debt,
respectively.

The very soft real estate markets in Houston and Dallas, Texas
continue to negatively affect the projects vacancy rates, net
operating income, and debt service coverage levels.

The American Housing Foundation portfolio contains a total of
2,627 units.  Nine of the 13 properties in the housing pool are in
the Houston metropolitan statistical area, and in Beaumont,
incorporating a total of 1,605 units, which represent about 61% of
the total units in the housing pool.  Four of the 13 properties in
the pool are in the Dallas-Fort Worth metropolitan statistical
area, incorporating a total of 1,022 units, which represent about
39% of the total units in the pool.

The owner is the American Housing Foundation, a local Texas
nonprofit organization formed in 1989, dedicated to the promotion,
creation, and preservation of housing for low-to-moderate income
families.  American Housing Foundation has significant low-income
housing experience, including developing numerous low-income
housing tax credit transactions, former Resolution Trust Corp.
transactions, and tax-exempt bond projects.  American Housing
Foundation currently owns more than 8,000 units, in 42 properties,
primarily in Texas and Oklahoma.  American Housing Foundation is
currently working on addressing the issues in the portfolio.  This
includes, reviewing the levels of bad debt and instituting systems
to alleviate the problem, renegotiating insurance contracts, and
increasing advertising to attract more tenants.


TITAN CORP: Moody's Confirms Ba3 Rating on $135MM Sr. Secured Loan
------------------------------------------------------------------
Moody's Investors Service confirmed all the ratings of The Titan
Corporation and changed the outlook to stable.  Moody's action
concludes the review of the company's ratings for possible
downgrade initiated on July 1, 2004.  Titan recently announced a
settlement of the outstanding criminal inquiries by the United
States government relating to its former international operations.
The settlement was in line with Moody's expectations and required
Titan to plead guilty plea to three felony counts and make total
payments of $28.5 million.

The settlement will allow the company to continue to receive
government contracts.  The ratings continue to reflect a large and
diverse contract backlog, solid revenue growth and the projected
continued growth of the United States defense and information
technology budgets.  The ratings remain constrained by moderate
leverage and the company's exposure to potential changes in
government spending policies.

The ratings confirmed by Moody's are:

  * $135 million senior secured revolving credit facility due
    2008, rated Ba3;

  * $341 million senior secured term loan B due 2009, rated Ba3;

  * $200 million senior subordinated notes due 2011, rated B2;

  * Senior implied, rated Ba3;

  * Senior unsecured issuer (non-guaranteed exposure), rated B1.

The settlement agreements recently announced by Titan resolve the
issues that led Moody's to put Titan on review for downgrade in
July 2004.  On March 1, 2005, Titan entered into a consent to the
entry of a final judgment with the Securities and Exchange
Commission and a plea agreement with the Department of Justice.

Pursuant to the plea agreement, the company pled guilty to three
felony counts related to certain of its former overseas commercial
operations.  These counts consist of violations of the anti-
bribery and the books and records provisions of the Foreign
Corrupt Practices Act (FCPA) and aiding and assisting in the
preparation of a false tax return.  The company agreed to make
total payments of $28.5 million in connection with these
settlements, the same amount that was reserved for in 2004.  Titan
is in the process of winding down its remaining international
commercial businesses.

Titan was sentenced to a three-year term of supervised probation
and will be required to implement a best-practices compliance
program designed to detect and deter future violations of the
FCPA.  Titan and the Navy negotiated an administrative settlement
agreement that will allow the company to continue to receive
government contracts and provide for Navy monitoring of the
company's compliance activities for three years.

Despite the distraction of the government investigations, Titan's
core domestic businesses performed well in 2004.  Sales grew 17%
to $2 billion in 2004 from $1.8 billion in 2003.  Operating profit
(adjusted to exclude merger, investigation and settlement costs
and asset impairment charges) increased to $146 million from $127
million in 2003.  The company's win rate on re-competes and new
contracts was high and contract backlog increased to over $6
billion ($935 million funded) from over $5 billion in 2003.

Titan has a large and diverse contract base consisting of over
2,000 contracts, with only one contract expected to exceed 10% of
2005 revenues.  Titan also benefits from low capital expenditure
requirements (about 1% of sales) and a large balance of net
operating losses, which should result in minimal cash taxes in
2005 and 2006.

The stable ratings outlook reflects Moody's expectation that the
company will continue to increase its sales base as it benefits
from the growth in federal defense and information technology
spending, particularly in the areas of national security,
intelligence and homeland defense.  Moody's expects that the
company will comply with the terms of its settlement agreements
with the federal government and will continue to win new business
from federal government agencies.  Titan is strongly positioned
within its rating category and Moody's expects that the ratings or
outlook could be upgraded if the company's credit metrics
strengthen such that sustainable levels of free cash flow to debt
are in the range of 15-20%.

The outlook or ratings could be pressured if the company takes any
action that restricts its ability to win new contracts from the
federal government; the company's win rate on re-competes and new
contracts decline significantly and its competitors, many of which
are larger than Titan, gain market share at the company's expense;
debt levels increase significantly due to an acquisition or share
repurchase; or the company's exposure to class action lawsuits
leads to material liability.

The confirmation of the Ba3 rating on the senior secured revolving
credit facility reflects the credit facility's senior position in
the capital structure.  The credit facility is secured by a first
priority security interest in substantially all the tangible and
intangible assets of the company and its domestic subsidiaries.
Term loan amortization is minimal until the second half of 2008.
At December 31, 2004, the company had about $115 million of
available borrowings under the $135 million revolver and there was
substantial cushion under the company's bank covenants.

The confirmation of the B2 rating on the senior subordinated notes
reflects the contractual subordination of these notes to all
existing and future senior obligations of the company.
Substantially all of the Titan's domestic subsidiaries guarantee
the notes.

Free cash flow to debt was about 11% in the year ended December
31, 2003 and was negative in 2004.  The negative free cash flow in
2004 reflects the substantial merger, investigation and settlement
costs and an increase in the days sales outstanding of accounts
receivable (DSO).  A significant portion of the increase in DSO
was related to billing issues that delayed payment on the
company's Army linguist contract.  Moody's expects free cash flow
to debt to exceed 15% in 2005, reflecting in part the decline in
accounts receivable in 2005 as these billing issues are resolved.

Headquartered in San Diego, California, The Titan Corp., is a
leading technology developer, systems integrator and services
provider for the Department of Defense, The Department of Homeland
Security and intelligence and other key government agencies.  For
the year ended December 31, 2004, revenues were about $2 billion.


TRANS ENERGY: Board Appoints C. Smith & J. Corp as CEO & VP
-----------------------------------------------------------
Trans Energy, Inc. (OTC Bulletin Board: TENG) has appointed
Clarence E. Smith as CEO and John G. Corp as Vice President and a
new member to the Board of Directors.

Mr. Smith has been involved in the oil and gas business his entire
working career.  He has drilled and operated wells, manages and
operates Arvilla Pipeline, Inc.  He is currently President of
Arvilla Oilfield Services a wholly owned subsidiary of Trans
Energy, Inc.

Mr. Corp has twenty-five years of experience in drilling,
production, and oilfield service operations in the Appalachian
Basin.  He graduated from Marietta College with a BS in Petroleum
Engineering.  He is a member of the Society of Petroleum Engineers
and the Ohio Oil and Gas Association.  He is Chairman of the
technical advisory committee for the Ohio Department of Natural
Resources.  Prior to joining Trans Energy, Inc., Mr. Corp held
various management positions with Belden & Blake Corporation.

Both Mr. Smith and Mr. Corp bring a wealth of knowledge and
experience in the oil and gas industry to the company.  They will
assume their positions immediately.

Trans Energy, Inc. -- http://www.transenergy.com/-- specializes
in the exploration, completion, drilling, and production of oil
and natural gas in the Appalachian and Powder River basin.
Further, TENG is actively involved in the transmission,
transportation and sales of oil and natural gas.

At Sept. 30, 2004, Trans Energy's balance sheet showed a
$5,632,981 stockholders' deficit, compared to a $5,430,033 deficit
at Dec. 31, 2003.


UAL CORP: Court Approves Varde Fund's Aircraft Claim Settlement
---------------------------------------------------------------
Pursuant to a Lease Agreement, dated March 15, 1989, Wilmington
Trust Company, as Owner Trustee, leased an Aircraft with Tail No.
N353UA to the Debtors.  The Aircraft was financed by U.S. Bank,
as Mortgagee.   The Debtors filed a request to reject the Lease,
which the Court approved on September 17, 2004.  Prior to
rejection and after the Petition, the Debtors used the Aircraft,
but did not make postpetition payments.

In January 2005, U.S. Bank foreclosed its liens and the Lease on
Tail No. N353UA, including Claim Nos. 35501 and 43787.  On
January 27, 2005 the Varde Fund, LP, purchased all right, title
and interest connected with the Claims.  Therefore, Varde became
the sole owner of the Lease and the Claims.

Consequently, the Debtors struck a deal with Varde to settle the
administrative expense claim, including any claims under Section
365(d)(10) of the Bankruptcy Code, for the Debtors' use of the
Aircraft after the Petition.  Under a Stipulation, Varde agree to
reduce its administrative claim "by a significant amount."  In
return, Varde will receive payment of the administrative claim
and a general unsecured claim for the deficiency claim in an
amount to be determined later.

The Debtors ask the Court to approve the Stipulation.  The
Settlement allows the Debtors to pay the administrative claim for
postpetition use of the Aircraft at a substantial discount to the
contract rate under the Lease.  The Settlement helps the Debtors
achieve cost reductions and is in the best interests of the
estates.

The Stipulation contains confidential information and has been
filed in redacted form.  Only the Official Committee of Unsecured
Creditors, the DIP Lenders and parties with a direct interest in
the Aircraft will be provided with non-redacted versions of the
Stipulation, subject to confidentiality agreements.

Judge Wedoff approves the stipulation.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNION LABOR: S&P Places Junk Ratings Due to Weak Performances
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Union Labor Life Insurance Co.,
Ulico Casualty Co., and Ulico Indemnity Co. to 'CCCpi' from 'Bpi'.

At the same time, Standard & Poor's affirmed its 'CCCpi'
counterparty credit and financial strength ratings on Ulico
Standard of America Casualty Co.

These ratings actions bring all four members of the group to the
same rating level.  The four companies are ultimately owned by
ULLICO Inc., a stock company privately held by various labor
organizations.

"The downgrades on Ulico Casualty and Ulico Indemnity are based
primarily on the companies' weak operating performance, partly
offset by good capitalization," explained Standard & Poor's credit
analyst James Sung.  Ulico Casualty and Ulico Indemnity previously
participated in an intercompany pooling arrangement, but this
arrangement was terminated, effective Sept. 30, 2003.

The life company is rated on a standalone basis, with no credit
given for implied group support.  "The downgrade on Union Labor
Life reflects the company's declining revenue base; weak, but
improving, operating performance; weak capitalization; and high
risk-asset profile," Mr. Sung added.

Union Labor's revenue-generating ability has been hurt in recent
years by unfavorable publicity generated by corporate scandals and
poor financial performance.  In 2003, the company lost its largest
health insurance customer, and lost 40% of its stop loss renewal
business in the last seven months of the year.  Through the first
nine months of 2004, net premiums and deposits were down 27% at
$222.1 million, compared with $304.0 million in the same period in
2003.

Union Labor Life's operating performance is weak. The company
reported pretax operating losses in each of the past five years
(1999-2003), with an average five-year ROA of negative 1.2%;
however, operating performance improved in 2004, with the company
reporting pretax operating income of $18.8 million through the
first nine months of 2004, compared with a pretax operating loss
of $29.2 million in the same period in 2003.

The property/casualty companies' operating performance is weak.
Ulico Casualty and Ulico Indemnity both reported pretax operating
losses in four of the past five years (1999-2003), while Ulico
Standard reported pretax operating losses in all five years during
the same period, but operating performance of the
property/casualty companies improved through the first nine months
of 2004, as the property/casualty companies reported a combined
pretax operating loss of negative $500,000, compared with a pretax
operating loss of negative $17.1 million through the first nine
months of 2003.

Union Labor Life's capitalization is weak.  Over the five-year
period from 1999 to 2003, statutory surplus steadily decreased to
$63.4 million in 2003 from $119.5 million in 1999. In addition,
the company's capital adequacy ratio, based on Standard & Poor's
model was considered weak at less than 100% in 2003.  The
company's risk-asset profile was high as the company had an
excessive ratio of 113% in 2003 of total risk assets to total
surplus; however, capitalization improved through the first nine
months of 2004 as statutory surplus grew to $83.3 million, driven
by improved operating performance.

The property/casualty companies' capitalization is good, but
prospective capital growth continues to be constrained by weak
earnings. The property/casualty companies had a consolidated
capital adequacy ratio, based on Standard & Poor's model, of 137%
in 2003, which is considered good. Over the five-year period of
1999 to 2003, however, capitalization at the lead company, Ulico
Casualty, decreased from $57.7 million in 1999 to $43.4 million in
2003. Through the first nine months of 2004, statutory surplus
grew to $48.0 million, but these gains were mostly driven by
unrealized capital gains and a change in nonadmitted assets, as
opposed to earnings.

Union Labor Life, Ulico Casualty, Ulico Indemnity, and Ulico
Standard are ultimately owned by ULLICO Inc., a privately held
insurance and financial services holding company.  Union Labor
Life is licensed in all 50 states and D.C. and predominantly sells
products involving group life and health insurance, care
management, administrative services, individual life insurance,
direct response marketing and investment services.  Ulico Casualty
is licensed in 47 states and the D.C., and predominantly sells
products involving fiduciary liability coverage for jointly
managed benefit trust funds, union liability errors and omissions
coverage, and collectively bargained workers' compensation
programs for union organization and organized employers. Ulico
Indemnity is a wholly owned subsidiary of Ulico Casualty. Ulico
Standard was previously owned by Ulico Casualty, until it was sold
to ULLICO, Inc., in 2000.


UNION PLANTERS: Fitch Affirms Two Mortgage-Backed Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on Union Planters
residential mortgage-backed certificates:

  Union Planters mortgage pass-through certificates, series 1998-1

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA';
      -- Class B3 upgraded to 'A+' from 'A';
      -- Class B4 affirmed at 'BBB';
      -- Class B5 affirmed at 'BB'.

  Union Planters mortgage pass-through certificates, series 1999-1

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 upgraded to 'AA+' from 'AA';
      -- Class B3 upgraded to 'A+' from 'A';
      -- Class B4 upgraded to 'BBB+' from 'BBB';
      -- Class B5 affirmed at 'BB'.

  Union Planters mortgage pass-through certificates, series 2000-1

      -- Class A affirmed at 'AAA'.

The affirmations, affecting approximately $106.3 million of
outstanding certificates, reflect performance and credit
enhancement -- CE -- levels that are generally consistent with
expectations.  The upgrades reflect a substantial increase in CE
relative to future loss expectations and affect approximately $1.5
million of outstanding certificates.

The CE levels for series 1998-1, class B3, have increased to
approximately 3 times original enhancement levels at the closing
date (May 28, 1998).  Class B3 currently benefits from 6.24%
subordination (originally 1.76%).  There is currently 18% of the
original collateral remaining in the pool (based on principal
balance).

The CE levels for series 1999-1 classes B2, B3, and B4 have also
increased to approximately 3x original enhancement levels at the
closing date (Feb. 26, 1999).  Class B2 currently benefits from:

      * 7.73% subordination (originally 2.25%);

      * class B3 benefits from 6.86% subordination (originally
        2.00%); and

      * class B4 benefits from 5.11% subordination (originally
        1.50%).

There is currently 21% of the original collateral remaining in the
pool (based on principal balance).

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


UPC BROADBAND: S&P Places B Rating on New Eur3 Billion Bank Loans
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to UPC
Broadband Holding B.V.'s (formerly named UPC Distribution Holding
B.V.) approximately E3 billion in new bank loan tranches.

A recovery rating of '3' also was assigned to the loan, indicating
the expectation for meaningful recovery of principal (50%-80%) in
the event of a default.  (These ratings are based on preliminary
information and are subject to final bank loan documentation.) The
new bank tranches are pari passu with company's E3.6 billion of
existing senior secured bank facilities.  The proceeds from these
new bank tranches will be partially used to repay existing bank
tranches, including tranche B, C, and E (E2.36 billion).  In
addition, the tranche A revolving credit will be permanently
reduced by E167 million.  The resultant total commitment for the
bank facilities will be E4 billion.  The ratings on the new bank
tranches were placed on CreditWatch with positive implications, in
conjunction with parent UnitedGlobalCom Inc.'s (B/Watch Pos/--)
existing ratings.  However, the '3' recovery rating for the
amended and restated bank facility is not on CreditWatch, as
recovery prospects for the loan will not improve due to
UnitedGlobalCom's pending merger with Liberty Media International.

On Jan. 19, 2005, Standard & Poor's placed its ratings on European
cable TV operator UGC and its related entities on CreditWatch with
positive implications.  This action followed the announced merger
agreement between UnitedGlobalCom and its approximate 53% economic
owner Liberty Media.

"If the merger is consummated, ratings on UGC will reflect the
ratings of its new parent, which will incorporate the assets of
Liberty Media," explained Standard & Poor's credit analyst
Catherine Cosentino.  "The rating on the parent entity may be
higher than the current 'B' corporate credit rating on
UnitedGlobalCom, given its 45% interest in Japanese cable TV
operator Jupiter Telecommunications Co. Ltd.  Jupiter
Telecommunications generates substantial EBITDA and has good
growth prospects relative to that of UnitedGlobalCom's European
cable operations, which have been viewed by Standard & Poor's as
being fairly weak."

Standard & Poor's will meet with management to review Jupiter
Telecommunications' business strategy.  With Jupiter
Telecommunications' Feb. 18 initial public offering,
UnitedGlobalCom now exerts control of Jupiter Telecommunications
under terms of the joint venture agreement and began to
consolidate this operation effective Jan. 1, 2005.  Standard &
Poor's will also evaluate the combined company's plans for the
significant cash and noncore monetizable investment balances that
are expected to exist subsequent to the merger, especially in
light of management's indications about prospective share
buybacks.


US AIRWAYS: Gets Court Nod to Borrow $125 Million from Eastshore
----------------------------------------------------------------
Judge Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia authorizes US Airways, Inc., and its
debtor-affiliates to borrow up to $125,000,000 in DIP financing
from Eastshore Aviation LLC.  The Debtors are also authorized to
provide the Lender with junior security interests on certain
property of the Debtors' estates to secure repayment of the DIP
Obligations.  The DIP Liens are senior to any liens arising after
the Petition Date other than the Replacement Liens securing the
ATSB Loan Obligations and the Carve-Out.  The Debtors are
authorized to pay the Lender's reasonable out-of-pocket expenses
of up to a maximum of $200,000.

The Debtors have received the initial funding of $75,000,000
under the Loan Agreement on March 1, 2005.

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)


USURF AMERICA: Hosting Shareholder Conference Call on Wednesday
---------------------------------------------------------------
Usurf America, Inc. (OTC Bulletin Board: USUR), a leading provider
of voice, video and high-speed broadband communications services,
will be hosting a special conference call on Wednesday, March 16,
2005, to discuss the recent acquisition of Sovereign Companies and
its accretive revenue impact.  Also, Chairman Dave Weisman will
discuss the Company's growth prospects, increased revenue, and new
corporate initiatives.  At the conclusion, Usurf management will
take live questions and questions submitted via the web.

     When:                    Wed. March 16, 2005
     Time:                    11:00 a.m. EST
     Call-in number:          1-800-362-0571
     Access code:             USURF
     Webcast address:         http://www.usurf.com/
                              (please click on the link located
                              under the News section on the right-
                              hand side)

     Minimum Requirements to listen to broadcast:

The Windows Media Player software is downloadable for free at:
http://www.microsoft.com/windows/windowsmedia/EN/default.aspand
requires at least a 28.8 kbps connection to the Internet.  If you
experience problems listening to the broadcast, please send an
email to webcastsupport@tfprn.com

If you are unable to participate at the scheduled time, the
webcast will be archived on Usurf's website at
http://www.usurf.com/ and the call will be replayed at 1-402-220-
2555 or 1-800-839-5576.

                        About the Company

Based in Broomfield, Colo., Usurf America -- http://www.usurf.com/
-- is implementing specific strategies designed to leverage the
Company's IP-based software technology enabling fully ubiquitous
voice, video and data product deployments in targeted geographic
regions of the United States.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 23, 2004,
USURF reported that for the nine months ended September 30, 2004
and 2003, it incurred a net loss of $12,448,539 and $1,990,795,
respectively.  As of September 30, 2004, USURF had an accumulated
deficit of $56,310,384.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.  The
Company is actively seeking customers for its services.  The
Company's financial statements do not include any adjustments
relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.

At September 30, 2004, USURF had a net working capital deficit of
$1,711,155, compared to a net working capital deficit of $757,040
at December 31 2003.  A net working capital deficit means that
current liabilities exceeded current assets.  Current assets are
generally assets that can be converted into cash within one year
and can be used to pay current liabilities.


WESTPOINT STEVENS: Asks Court to Hold Sale Hearing on June 15
-------------------------------------------------------------
To recall, WestPoint Stevens Inc. entered into a definitive
agreement for the sale of the Company to an investor group.  The
investor group consists of WL Ross & Co. LLC, and holders of a
majority of the Company's Senior Credit Facility, including
Contrarian Capital Management and CP Capital Investments.

The agreement calls for the sale of substantially all of the
assets of WestPoint Stevens.  As part of the agreement, equity in
the new company will be distributed to holders of outstanding
senior secured debt, and the new company will conduct a rights
offering, underwritten by the investor group, to raise $207.5
million of equity capital.  All of WestPoint Stevens' Senior
Credit Facility holders will have the equal right to participate,
and in certain circumstances WestPoint Stevens' Second Lien
Facility holders could participate in the rights offering.  The
new company will repay WestPoint Stevens' debtor in possession
loan, satisfy certain administrative claims, and assume WestPoint
Stevens' ordinary course payables and certain other postpetition
liabilities, including bankruptcy emergence costs.  The agreement
provides that WestPoint Stevens' Second Lien Facility holders
would receive $10.0 million released from escrowed adequate
protection payments provided they do not object to the transaction
and additional consideration in certain other events if the sale
is completed.  Following the sale, WestPoint Stevens will wind
down its estate, and as a result, its unsecured creditors could
receive a small distribution and all shares of its common stock
would be cancelled with no payment.

                     Reasons Prompting the Sale

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, tells the Court that for the past seven months, the Debtors
have attempted to reach consensus with their three main creditor
constituencies on the terms of a Chapter 11 reorganization plan:

            Creditor Group         Approximate Claim
            --------------         -----------------
            First Lien Lenders        $480 million
            Second Lien Lenders        165 million
            Creditors Committee        1.1 billion

The First Lien Lenders are the holders of claims against any of
the Debtors based upon that certain Second Amended and Restated
Credit Agreement dated as of June 9, 1998, among WestPoint
Stevens Inc., as Borrower, WestPoint Stevens (U.K.) Limited and
WestPoint Stevens (Europe) Limited, as Foreign Borrowers, Bank of
America, N.A., as Issuing Lender, Swingline Lender as
Administrative Agent and the several banks and other financial
institutions from time to time parties thereto.

The Second Lien Lenders are the holders of claims against any of
the Debtors based on that certain Second Lien Credit Facility
dated as of June 29, 2001, among WestPoint as Borrower, Wilmington
Trust Company (as successor to Deutsche Bank Trust Company
Americas) as Administrative Agent, and the banks and other
financial institutions from time to time parties thereto.

Among other things, the Debtors:

      (i) delivered a revised business plan on August 20, 2004;

     (ii) presented a valuation of the Debtors as a going concern
          on September 20, 2004;

    (iii) distributed a term sheet outlining a potential
          restructuring plan on October 8, 2004;

     (iv) distributed a draft Chapter 11 plan on November 30,
          2004;

      (v) distributed a draft disclosure statement on December 10,
          2004;

     (vi) held extensive discussions with the First Lien Lenders
          and Second Lien Lenders throughout that period; and

    (vii) filed a "compromise" Chapter 11 Plan and Disclosure
          Statement on January 20, 2005.

As described in the Valuation Report prepared by Rothschild,
Inc., the Debtors' financial advisor, the enterprise value for the
Debtors' business operations is likely to be less than the total
amount of the secured claims against their assets.  Even the upper
limit of the range of values in the report is not sufficient to
cover the claims of the First Lien Lenders, Second Lien Lenders,
and lenders under the DIP Financing.  Given the relative size of
the claims of the First Lien Lenders compared to the Second Lien
Lenders, it is apparent that the First Lien Lenders will control
the restructured Company.

Unfortunately, the limited enterprise value, coupled with the
existence of opposing factions among the First Lien Lenders, has
made it impossible to reach agreement on the terms of a Chapter 11
Plan.  The First Lien Lenders consist of:

     * certain institutions acting as a steering committee
       (Satellite Senior Income Fund LLC, CP Capital
       Investments LLC, and Contrarian Capital Management, LLC)
       owning or controlling 51% of the claims of the group; and

     * affiliates of Carl Icahn, holding 40% of the claims of this
       group.

In addition, Mr. Icahn owns 50% of the claims held by the Second
Lien Lenders.  The Steering Committee has a "blocking position"
with respect to the class of claims held by the First Lien Lenders
and Mr. Icahn has a blocking position with respect to the classes
of claims held by both the First Lien Lenders and the Second Lien
Lenders.

                             Stalemate

Mr. Rapisardi explains that the problem facing the Debtors is that
both the Steering Committee and Mr. Icahn demand control of the
restructured Company and they have been unable to reach a
compromise.  The Debtors have proposed various alternatives to
attempt to bridge the gap between the two parties, including
filing the Plan -- which gives control to the party investing the
most new money in the Debtors.  Although the Debtors could proceed
to solicit acceptances and rejections for the Plan, the
inflexibility of the two groups has convinced the Debtors that it
would be a waste of time and money.  Nevertheless, accelerating
changes in the marketplace require the Debtors to begin
implementing their Revised Business Plan, which will necessitate
both a significant infusion of new capital and the conversion of
all or substantially all their secured claims to equity.
Moreover, the Debtors' customers will not enter into long-term
commitments that could improve the business as long as the
Debtors remain in Chapter 11.

                      Sale is the Best Option

In light of the stalemate among the First Lien Lenders, the
valuation of the Company, and the need for their businesses to
emerge from Chapter 11 as soon as possible, the Debtors have
concluded that they have no choice but to sell substantially all
their assets to a third party and use the proceeds to satisfy the
liens that encumber those assets and to wind up their Chapter 11
cases.  The Debtors intend to market their businesses to parties
not involved in their Chapter 11 cases, as well as to their
creditors.

According to Mr. Rapisardi, a sale transaction would not
predetermine the contours of a Chapter 11 plan as to unsecured
creditors, or even among the First and Second Lien Lenders.
Rather, proceeds from the sale of collateral will be distributed
to the creditors having a lien on that property.  The extent to
which First Lien Lenders share the proceeds with the Second Lien
Lenders will be determined separately by the Court.  In addition,
value generated by the sale in excess of all secured claims, if
any, plus the proceeds of unencumbered assets will be available
for distribution to unsecured creditors.  The Debtors' present
intention is to proceed with a Chapter 11 plan of liquidation
following the closing of a sale transaction.

The Debtors believe that the most effective way to start the sale
process is to enter into a "stalking horse" contract.  This
approach provides two principal benefits:

    -- the "stalking horse" bid helps the marketing process by
       setting a floor for third party bids, while at the same
       time demonstrating initial demand for the purchase of the
       business; and

    -- the "stalking horse" contract gives assurance to the
       Debtors that a minimum level of recoveries for their
       secured creditor constituencies will actually occur and
       that the expense of the sale process will be worthwhile.

Accordingly, the Debtors invited the Steering Committee and Mr.
Icahn to submit their "best" bid to act as the "stalking horse"
for the proposed auction.  Both parties submitted bids.

After careful consideration, the Debtors' board of directors
selected the Steering Committee's bid as the "stalking horse."
The Debtors concluded that the Steering Committee's proposed sale
transaction will preserve the Debtors' enterprise value and ensure
a seamless continuity of operations, which will save numerous jobs
and inure to the benefit of the Debtors' customers, suppliers, and
surrounding communities, who rely heavily on WestPoint's continued
success.

                     Agreement with New Textile

Accordingly, the Debtors entered into a contract, dated as of
February 28, 2005, to sell substantially all their assets to New
Textile Co., an entity acting on behalf of the Steering Committee
and WL Ross & Co. LLC.

"The Steering Committee's bid provides a clear path for the
emergence of the Debtors' ongoing business operations, solves the
current stalemate among the First Lien Lenders, and affords a
mechanism for maximizing the value of the collateral securing the
claims of the Debtors' secured creditors," Mr. Rapisardi says.

The Asset Purchase Agreement will also provide for the
satisfaction of substantially all of the Debtors' administrative
and priority obligations, and payment in full of the Debtors'
obligations under the DIP Credit Agreement.

                           Sale Hearing

The Debtors ask Court to hold a hearing on June 15, 2005, to
consider approval of:

    (a) the terms of the asset purchase agreement(s) selected by
        the Debtors as the highest or best bid(s);

    (b) the sale(s) of any assets under the asset purchase
        agreement free and clear of all liens, claims,
        encumbrances, and other interests to the party or parties
        submitting the highest or otherwise best offer(s) at the
        Auction;

    (c) the assumption(s) and assignment(s) of certain executory
        contracts and unexpired leases related thereto; and

    (d) the distribution of proceeds from the sale to satisfy the
        liens of the First Lien Lenders and, if applicable, the
        Second Lien Lenders in the manner provided in the Asset
        Purchase Agreement.

Mr. Rapisardi points out that the textile industry is in a state
of great flux.  The Debtors are concerned that unless they proceed
with a sale now, they will lose further ground in their efforts to
restructure their operations.  Attempting to complete a sale
pursuant to a Chapter 11 plan would be an inherently longer
process.

With the assistance of Rothschild, Hilco Appraisal Services, LLC,
and American Appraisal Associates, Inc., the Debtors have analyzed
the value to be realized through consummation of a sale
transaction as compared to an orderly liquidation.  This analysis
clearly demonstrates that an orderly liquidation would yield far
less value than a sale of their business as a going concern to the
ultimate purchaser.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/--is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 41; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Court Sets April 7 to Okay Bidding Procedures
----------------------------------------------------------------
Judge Drain will convene a hearing on April 7, 2005, to consider
WestPoint Stevens, Inc., and its debtor-affiliates' request to:

    (a) approve the terms and procedures governing the submission
        of competing bids; and

    (b) authorize the payment of a break-up fee and certain
        bidding protections for the benefit of the entity bidding
        for the Debtors' assets on behalf of the Steering
        Committee.

The Debtors propose to conduct an auction on June 7, 2005.

Michael F. Walsh, Esq., at Weil, Gotshal & Manges LLP, in New
York, contends that good and sufficient cause exists to approve
the Bidding Procedures.  "The Bidding Procedures will enable the
Debtors to realize the maximum value from the sale of the Assets
and include appropriate noticing procedures to ensure all
parties-in-interest will receive adequate notice of all relevant
information."

Mr. Walsh points out that the Bidding Protections also meet the
"business judgment rule" standard.  The break-up fee is limited to
$5.0 million, which is 2.4% of the total amount of cash committed
by New Textile Co., an entity acting on behalf of the Steering
Committee and WL Ross & Co. LLC.  Expense reimbursement would be
capped at $1.0 million.  "The total cost to the estate is even
more reasonable if the winning bid is submitted by Carl Icahn.  In
that event, there would be no break-up fee and the expenses of New
Textile would be limited to up to $3.5 million," Mr. Walsh says.

Mr. Walsh asserts that the break-up fee is reasonable because it
is not excessive compared to fees and reimbursements approved in
other cases and it will not diminish the Debtors' estates.

The Debtors submit that the proposed Bidding Protections will not
chill bidding, are reasonable, and their availability to the
Debtors will enable the Debtors to maximize the value of their
estates.

Accordingly, the Debtors should be authorized to offer those forms
of bid protection, as is necessary in the Debtors' business
judgment.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/--is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 41; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WHEELING-PITTSBURGH: Pushes to Assign Coal Contract to Severstal
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Mar. 8,
2005, Central West Virginia Energy Company has balked at Wheeling-
Pittsburgh Steel Corp.'s attempt to assign a Coal Supply Agreement
to a joint venture with flat rolled sheet steel producer Severstal
North America Inc.  CWVEC says that a post-confirmation contract
assignment is illegal and the Debtors can't provide adequate
assurance of future performance unless CWVEC is assured that WPSC,
Severstal, and the joint venture-assignee will be jointly and
severally liable for all of WPSC's current and future obligations
under the Contract.

Wheeling-Pittsburgh says that CWVEC's analysis is flawed.  WPSC
tells the Honorable Kay Woods that CWVEC's opposition stems from
the bad business deal CWVEC cut a couple of years ago when the
price of metallurgical coal was round $40 per ton.  Today, the
price of metallurgical coal is north of $100 per ton.  CWVEC
doesn't want to continue supplying $100-per-ton coal for $40 per
ton.  That's understandable, WPSC says, but not an impediment to
assigning the Coal Contract.

A review of WPSC's motion to assume and assign the Coal Supply
Contract appeared in the Troubled Company Reporter on Feb. 16,
2005.

A hearing on this matter is scheduled for March 15, 2005; CWVEC
has asked that the hearing be delayed to permit further discovery.

Central West Virginia Energy Company is represented in this matter
by Benjamin C. Ackerly, Esq., and Jesse N. Silverman, Esq. at
Hunton & Williams LLP.

Wheeling-Pittsburgh Steel Corporation and eight debtor-affiliates
filed for Chapter 11 protection on Nov. 16, 2000 (Bankr. N.D. Ohio
Case No. 00-43394).  WPSC was the nation's seventh largest
integrated steelmaker at the time, reporting $1.3 billion in
assets and liabilities exceeding $1.1 billion.  In September 2002,
Royal Bank of Canada filed an application on behalf of the company
with the Emergency Steel Loan Guarantee Board to obtain a $250
million federal steel loan guarantee.  The application for the
loan guarantee was approved in March 2003.  The Debtors' plan of
reorganization was confirmed on June 18, 2003, and the plan became
effective on August 1, 2003.  Michael E Wiles, Esq., at Debevoise
& Plimpton LLP, and James M. Lawniczak, Esq., at Calfee, Halter &
Griswold LLP, represent the Debtor.


WINSTAR COMMS: Court Reassigns Chapter 7 Cases to Judge Sullivan
----------------------------------------------------------------
Judge Mary F. Walrath, Chief Judge of the U.S. Bankruptcy Court
for the District of Delaware, reassigns the Chapter 7 cases of
Winstar Communications, Inc. and its debtor-affiliates to Judge
Donal D. Sullivan.

Judge Walrath also transfers 42 pending adversary proceedings to
Judge Sullivan:

   -- Nine adversary proceedings commenced by Winstar Holdings:

      Defendants                                   Case No.
      ----------                                   --------
      Accounting Quest                             02-03553
      Data Research Unlimited, Inc.                02-03022
      Datatreasury                                 02-04433
      Gillette Global Networks, Inc., et al.       02-06951
      Mass-Tec                                     02-03552
      Money.net Incorporated                       02-02261
      Sun Cal Manufacturing and Supply Company     02-04427
      Superwire.com                                02-03562
      Vantage                                      02-06952

   -- 32 adversary proceedings commenced by Christine C. Shubert,
      the Chapter 7 Trustee overseeing the liquidation of
      Winstar's estate:

      Defendants                                   Case No.
      ----------                                   --------
      Ackerman                                     02-05412
      Adam's Mark Hotel, et al.                    03-52502
      Adams & Ryan, Inc.                           03-52739
      ADC Telecommunications Sales, Inc.           03-52017
      Advanced Fibre Communications                03-52014
      Burr Computer Environments, Inc.             03-52660
      Business Wire                                03-52784
      Carol Electric Company, Inc.                 03-52681
      Day Wireless System, Inc.                    03-52875
      Digishoppe.com                               03-52630
      Edge Technical Services LLC                  03-52881
      Flaherty                                     02-05324
      Georgetown Discoveries LLC                   03-52972
      HI Tech Data Floors, Inc.                    03-52892
      Hotjobs.com                                  03-52904
      HY Enterprises, Inc.                         03-52905
      i3 Solutions, Inc.                           03-52867
      Kendra Carlson                               03-52786
      LaSalle Adams LLC                            03-52913
      McGuire                                      02-05410
      MIE Properties, Inc.                         03-52990
      Nat-Com, Inc.                                03-52947
      Pacific Natcom, Inc.                         03-52951
      PPI Consulting                               03-52954
      Sales Talent, Inc.                           03-52964
      Shields                                      02-05326
      Sibson & Company LLC                         03-52966
      Stackig/TMP                                  03-52973
      Teknion LLC                                  03-52139
      The Phillips Group                           03-52982
      United States Trust Company of New York      03-52989
      White and Case                               03-52995

   -- The adversary proceeding filed by Corporate
      Telecommunications Group, Inc., et al., against the
      Chapter 7 Trustee.

Judge Sullivan is a visiting judge from the District of Oregon.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462).  The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.  (Winstar
Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Deutsche Bank Settles Class Action Suit for $325M
---------------------------------------------------------------
Deutsche Bank has reached a settlement agreement in the WorldCom
class action litigation, which was brought on behalf of purchasers
of WorldCom securities.  The case is pending in the U.S. District
Court in the Southern District of New York. (In re WorldCom, Inc.
Securities Litigation, Master File No.02 CIV 3288)

The WorldCom suit was brought against former officers and
directors of the Company, its accountant, Arthur Andersen LLP
and more than a dozen banks and brokerages that were
underwriters of WorldCom bonds.  The parties that filed the suit
claimed the defendants should have been aware of ongoing fraud
at WorldCom, which has since emerged from bankruptcy as MCI Inc.
Under the terms of the agreement, which is subject to court
approval, Deutsche Bank will pay $325 million to the settlement
class.  Although it denies that it engaged in any wrongdoing,
Deutsche Bank is pleased to resolve this matter.

                      About Deutsche Bank

With roughly Euro 840 billion in assets and approximately 65,400
employees, Deutsche Bank -- http://www.deutsche-bank.com/--  
offers unparalleled financial services in 74 countries throughout
the world.  Deutsche Bank competes to be the leading global
provider of financial solutions for demanding clients creating
exceptional value for its shareholders and people.

Deutsche Bank ranks among the global leaders in corporate banking
and securities, transaction banking, asset management, and private
wealth management, and has a significant private & business
banking franchise in Germany and other selected countries in
Continental Europe.

                      About WorldCom, Inc.

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


WORLDCOM INC: WestLB AG & Caboto Settles Class Suit for $112.5M
---------------------------------------------------------------
Two additional investment banking firms facing trial next week
have agreed to pay a total of $112.5 million to settle the claims
asserted against them in the WorldCom Securities Litigation, Alan
G. Hevesi, New York State Comptroller and sole Trustee of the New
York State Common Retirement Fund and Court-appointed Lead
Plaintiff, disclosed.

The investment banks are:

   * WestLB AG (paying $75,000,000); and
   * Caboto Holding SIM S.p.A. (paying $37,500,000).

Both banks participated as junior underwriters in WorldCom's May
2001 bond offering, in which they underwrote 3 percent of the
bonds issued in that offering.  The firms did not participate in
the offering in May 2000.  These additional settlements bring the
total recovery for the Class to about $3.7 billion.

As in other settlements, these amounts, on a percentage basis, are
higher than the rates established by the amount the Citigroup
Defendants agreed in May 2004 to pay to settle the bond portions
of the claims against them.

These settlements follow the $460.5 million settlement with Bank
of America, the $100.3 million settlement with Lehman Brothers,
Goldman Sachs, Credit Suisse First Boston, and UBS Warburg, the
$428.4 million in settlements with ABN AMRO, Mitsubishi Securities
International, BNP Paribas Securities Corp. and Mizuho
International, and the $2.575 billion settlement with the
Citigroup Defendants, which was approved by United States District
Court Judge Denise Cote on November 12, 2004.

Hevesi is the Court-appointed Lead Plaintiff in the consolidated
securities class action, In re WorldCom, Inc. Securities
Litigation, which is pending before Judge Cote.

The NYSCRF and investor class are represented by the law firms of
Barrack, Rodos & Bacine and Bernstein Litowitz Berger & Grossmann
LLP, who were appointed as Lead Counsel by Judge Cote in August
2002.  The two firms also served as Lead Counsel in the Cendant
class action, which was previously the highest recovery ever
achieved in a securities law class case.

The WorldCom suit was brought against former officers and
directors of the Company, its accountant, Arthur Andersen LLP
and more than a dozen banks and brokerages that were
underwriters of WorldCom bonds. The parties that filed the suit
claimed the defendants should have been aware of ongoing fraud
at WorldCom, which has since emerged from bankruptcy as MCI Inc.
Under the terms of the agreement, which is subject to court
approval, Deutsche Bank will pay $325 million to the settlement
class.  Although it denies that it engaged in any wrongdoing,
Deutsche Bank is pleased to resolve this matter.

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


YOUTHSTREAM MEDIA: Completes Steel Mini-Mill Purchase in Kentucky
-----------------------------------------------------------------
YouthStream Media Networks, Inc. (OTC Bulletin Board: YSTM)
completed the acquisition of KES Acquisition Company, LLC, the
owner and operator of Kentucky Electric Steel, a steel mini-mill
located in Ashland, Kentucky.  The Company consolidated the
operations of the Mill through its ownership of KES Acquisition on
March 1, 2005.  The Mill has been producing steel for
approximately fifty years, and was acquired by the sellers through
a bankruptcy proceeding in September 2003.  Following the
acquisition, the Mill was refurbished and has been generating
revenues since late January 2004.

In connection with the acquisition, the Company formed a new
subsidiary, YouthStream Acquisition Corp., in which the Company
owns 80.01% of the total outstanding common stock and 100% of the
voting common stock.  The remaining 19.99% common stock interest
in Acquisition Corp. is owned by the sellers of KES Acquisition.
The Company capitalized Acquisition Corp. with an aggregate of
$500,000 in cash.  Acquisition Corp. issued to the sellers of KES
Acquisition:

     (i) 25,000 shares of its non-convertible non-voting
         redeemable preferred stock with a redemption price equal
         to $25,000,000 and a 13% annual cumulative dividend and

    (ii) senior subordinated promissory notes in the aggregate
         principal amount of $40,000,000 with an annual interest
         rate of 8%.

Additional information with regard to this transaction can be
found in the Company's Current Report on Form 8-K filed with the
U.S. Securities and Exchange Commission on February 25, 2005,
which can be viewed online at http://www.sec.gov/

Prior to August 2002, YouthStream Media Networks, Inc., had a
media business and a retail business.  The media segment
represented the Company's media, marketing and promotional
services provided to advertisers by Network Event Theater, Inc.
and American Passage Media, Inc.  In August 2002, the Company sold
substantially all of the assets and certain liabilities from this
segment to Cass Communications, Inc., a subsidiary of Alloy, Inc.,
for $7 million in cash.  The Company discontinued any remaining
media operations at that time.  The retail segment consisted of
on-campus, online and retail store poster sales provided by its
Beyond the Wall subsidiary.  In February 2004, the Company sold
substantially all of the assets, subject to certain liabilities,
of this segment and discontinued its operation.

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Dec. 31, 2004,
filed with the Securities and Exchange Commission, YouthStream
Media Neworks, Inc., disclosed that it has incurred recurring
operating losses since its inception.  As of December 31, 2004,
the Company had an accumulated deficit of $344,043,452, a
stockholders' deficiency of $13,273,981, a working capital
deficiency of $3,597,743, and a net loss and negative cash flows
from operating activities for the three months ended December 31,
2004 of $208,616 and $203,147, respectively. The Company has
insufficient capital to fund all of its obligations. The Company
also sold its remaining operating business during the year ended
September 30, 2004. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. The
condensed consolidated financial statements do not include any
adjustments to reflect the possible future effect of the
recoverability and classification of assets or the amounts and
classifications of liabilities that may result from the outcome of
this uncertainty. The Company's independent registered public
accounting firm, in its report dated December 17, 2004, included
an explanatory paragraph stating that the Company's recurring
losses and accumulated deficit, working capital deficiency and
negative cash flow, among other things, raise substantial doubt
about the Company's ability to continue as a going concern.


YUKOS OIL: Will Contest Any New Tax Claims Levied by Russia
-----------------------------------------------------------
Yukos Oil Company confirmed its intentions to continue to contest,
in appropriate fora, any new tax claims levied against its
subsidiaries, affiliates and associated companies.  This
announcement follows the most recent allegations from the Russian
Tax Authorities of additional questionable tax assessments for its
production subsidiary, Tomsneft.  Equally concerning to Yukos are
recent comments by the Russian Tax Authorities that Fargoil and
Ratibor, two Yukos associated trading companies consolidated in
Yukos' US GAAP Consolidated Financial Statements, are under
investigation for inappropriate distribution of funds.  Yukos
strongly asserts that such allegations are completely unfounded.

At the root of many of these allegations, and those previously
disputed by Yukos, is a lack of understanding or the unwillingness
of the Russian Tax Authorities to comprehend consolidated
accounting.  Yukos has followed US generally accepted accounting
principles, US GAAP since 1999, and has openly operated this
system consistently for five years. Under these GAAP principles,
Yukos accounts have been audited by independent auditors
PricewaterhouseCoopers, the results of which in the past have been
made available in Russia and to all of the company's approximately
60,000 domestic and international shareholders.

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  (Yukos Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


* Six Attorneys Join Much Shelist as Partners
---------------------------------------------
The Chicago based law firm, Much Shelist, disclosed the
appointment of eight attorneys to the firm.  Louis G. Apostol,
David B. Goodman, James P. Hanrath, Vernon A. Kowal, Michael L.
O'Shaughnessy, and Oran F. Whiting joined as Partners; Robert G.
Goldstein as Of Counsel; and Julia A. Fuld as an Associate.  All
joined the firm during the past several weeks.

"The addition of these outstanding attorneys to the firm will
strengthen our practice and continue the firm's commitment to
excellence and client service," said David T. Brown, Chairman of
the Management Committee.  "This strategic growth is indicative of
the firm's vitality and our response to our clients' evolving
legal and business needs," he concluded.

Of the eight appointments, four attorneys have joined the
Corporate Practice; two have joined the Litigation Practice; and
both the Intellectual Property and Wealth Transfer & Succession
Planning Practices have expanded by one.

Louis Apostol, 58, has joined the firm as a Partner in the
Corporate Practice.  Mr. Apostol will focus his practice in
corporate, banking, estates and trusts, healthcare and government
law.  In 1991, he was appointed Public Administrator of Cook
County by the governor.  He has been re-appointed to successive
terms since that time.  In 2003, he was appointed Commissioner to
the Illinois Court of Claims by Governor Rod Blagojevich, a
position he still holds.  He is also a member of the Chicago
Sister Cities International program as an appointee of the mayor
of Chicago.  Prior to joining Much Shelist, Mr. Apostol was
counsel with Freeborn & Peters LLP in Chicago.  He received a J.D.
from Northern Illinois University College of Law, an M.B.A. in
Management and Finance from Northern Illinois University, and a
B.A. in Business Administration and Finance from Elmhurst College.

Robert Goldstein, 42, has joined the firm as Of Counsel in the
Corporate Practice.  He has extensive corporate transactional
experience with a focus on mergers and acquisitions, corporate
finance, private securities offerings, and related business
transactions.  Coupled with his CPA background, he brings an
additional level of business acumen in his role as general
corporate counsel to clients.  Mr. Goldstein was formerly founding
Partner of Levenfeld Pearlstein in Chicago.  He received his J.D.
from IIT Chicago-Kent College of Law and his B.S. from Indiana
University.

David Goodman, 42, has joined the firm as Partner in the
Litigation Practice.  Mr. Goodman has extensive trial experience
and has litigated cases in state and federal courts across the
country.  He has a broad-ranging practice that includes employment
litigation and counseling, commercial litigation, trade secret and
unfair trade competition litigation, and tort defense.  Prior to
joining the firm, Mr. Goodman was Special Counsel with Sedgwick,
Detert, Moran & Arnold LLP in Chicago.  He received a J.D. from
Boston University School of Law and a B.A. in History from
Brandeis University.

James Hanrath, 50, has joined the firm as a Partner in the
Intellectual Property Practice.  Mr. Hanrath will focus his
practice on all aspects of intellectual property law, including
protective right procurement, maintenance, exploitation, and
litigation, in both domestic and foreign jurisdictions, relative
to utility and design patent, trademark, copyright, trade secret,
e-commerce, software, business method, and unfair competition
matters.  Prior to joining the firm, Mr. Hanrath was a Partner
with Boundas, Skarzynski, Walsh & Black, LLC in Chicago.  Mr.
Hanrath received an LL.M. in Intellectual Property from John
Marshall Law School and a J.D. from DePaul University, College of
Law.  He received a B.A. in Economics and Political Science from
Illinois State University.

Vernon Kowal, 46, has joined the firm as a Partner in the
Corporate Practice.  Mr. Kowal has experience in corporate,
nonprofit, educational and governmental law.  He regularly
represents corporations in matters of finance, corporate
organization and reorganization.  Mr. Kowal also handles
employment and construction matters.  Prior to joining the firm,
Mr. Kowal was Special Counsel with Sedgwick, Detert, Moran &
Arnold LLP in Chicago.  Mr. Kowal received an LL.M. in Taxation
from DePaul University School of Law, and was awarded his J.D.
from Valparaiso University School of Law.  He received an M.A. in
Urban Studies/Urban Planning from Loyola University, and his B.A.
in Political Science, Business and History from Illinois
Benedictine University.  He is a Certificant of Georgetown
University's Institute on Comparative Political and Economic
Systems.

Michael L. O'Shaughnessy, 55, has joined the firm as a Partner in
the Corporate Practice.  Mr. O'Shaughnessy has extensive
experience handling complex corporate transactions ranging from
mergers & acquisitions for both public and private companies, to
finance (public, private and commercial), to complex cross-border
joint ventures.  He has worked in a broad range of industries
including transportation, metals manufacturing, utilities and
coatings, as well as e-commerce, banking third-party logistics and
fiber optic telecommunications.  Prior to joining the firm, he was
a partner at Freeborn & Peters LLP in Chicago.  He received a J.D.
from the University of Cincinnati College of Law and a B.A. from
Christian Brothers University.

Oran Whiting, 44, has joined the firm as a Partner in the
Litigation Practice.  He will concentrate his practice on
commercial litigation, healthcare law, government affairs and
regulatory law, and products liability litigation and counseling.
Mr. Whiting has served as a Commissioner on the Illinois Court of
Claims since his appointment to the Court by Governor Jim Edgar in
1997.  Additionally, he served as Counsel to the Speaker of the
Illinois House of Representatives during the 89th Illinois General
Assembly (1995-1997).  Prior to joining the firm, Mr. Whiting was
Special Counsel with Sedgwick, Detert, Moran & Arnold LLP in
Chicago.  Mr. Whiting received a J.D. from Georgetown University
Law Center and a B.A. in International Relations and a B.S. in
Economics from The University of Pennsylvania.

Julia Fuld, 25, has joined the firm as an Associate in the Wealth
Transfer & Succession Planning Practice.  Ms. Fuld received a J.D.
from Benjamin N. Cardozo School of Law and a B.A. in Journalism
from University of Wisconsin.

Much Shelist Freed Denenberg Ament & Rubenstein, P.C., established
in 1970, is a Chicago-based law firm with nearly 90 attorneys.
The firm offers a wide range of business and litigation services
including: bankruptcy reorganization & creditors' rights, business
litigation, class action/contingent fee litigation, corporate
finance and securities, corporate law, e-commerce/Internet,
employee benefits, health care, intellectual property, labor &
employment, real estate, secured lending, taxation and business
planning, and wealth transfer & succession planning.  Clients
include small and mid-sized businesses, financial institutions,
public and private companies, families, and high-net-worth
individuals.


* Bankruptcy Reporter & Collier's B.C. 2d For Sale Now on eBay
--------------------------------------------------------------
An eBay seller located in Eureka, Illinois, is auctioning two sets
of bound reporters:

  * West's BANKRUPTCY REPORTER, Vols. 1 through 191 -- see
    http://cgi.ebay.com/ws/eBayISAPI.dll?ViewItem&item=4535130152

      - and -

  * COLLIER BANKRUPTCY CASES 2d, Vols. 1 through 39 -- see
    http://cgi.ebay.com/ws/eBayISAPI.dll?ViewItem&item=4535129352

These two auctions end just after 6:00 p.m., Pacific Time, on
Friday, March 18, 2005.


* BOND PRICING: For the week of March 7 - March 11, 2005
--------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     7
Adelphia Comm.                         6.000%  02/15/06     8
Allegiance Tel.                       11.750%  02/15/08    33
Allegiance Tel.                       12.875%  05/15/08    31
Amer. Comm. LLC                       12.000%  07/01/08     5
Amer. Color Graph.                    10.000%  06/15/10    70
Amer. Restaurant                      11.500%  11/01/06    62
Amer. Tissue Inc.                     12.500%  07/15/06    62
American Airline                       7.377%  05/23/19    71
American Airline                       7.379%  05/23/16    63
American Airline                       8.800%  09/16/15    75
American Airline                       9.070%  03/11/16    72
American Airline                      10.610%  03/04/11    67
AMR Corp.                              4.250%  09/23/23    74
AMR Corp.                              4.500%  02/15/24    68
AMR Corp.                              9.000%  08/01/12    75
AMR Corp.                              9.200%  01/30/12    74
AMR Corp.                              9.880%  06/15/20    65
AMR Corp.                              9.800%  10/01/21    65
AMR Corp.                             10.000%  04/15/21    68
AMR Corp.                             10.190%  05/26/16    74
AMR Corp.                             10.200%  03/15/20    66
AMR Corp.                             10.290%  03/08/21    60
AMR Corp.                             10.450%  11/15/11    56
AMR Corp.                             10.550%  03/12/21    57
Apple South Inc.                       9.750%  06/01/06    16
Applied Extrusion                     10.750%  07/01/11    59
Armstrong World                        6.350%  08/15/03    71
Armstrong World                        6.500%  08/15/05    70
Armstrong World                        7.450%  05/15/29    69
Armstrong World                        9.000%  06/15/04    70
Armstrong World                        9.750%  04/15/08    71
AT Home Corp.                          0.525%  12/28/18     3
AT Home Corp.                          4.750%  12/15/06    10
ATA Holdings                          12.125%  06/15/10    44
ATA Holdings                          13.000%  02/01/09    44
Atlantic Coast                         6.000%  02/15/34    33
Atlas Air Inc.                         9.702%  01/02/08    56
Avado Brands Inc.                     11.750%  06/15/09    20
B&G Foods Holding                     12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99    10
Bank New England                       9.500%  02/15/96     5
Bethlehem Steel                       10.375%  09/01/03     0
Big V Supermarkets                    11.000%  02/15/04     1
Borden Chemical                        9.500%  05/01/05     1
Budget Group Inc.                      9.125%  04/01/06     1
Burlington Inds.                       7.250%  08/01/27     7
Burlington Inds.                       7.250%  09/15/05     7
Burlington Northern                    3.200%  01/01/45    61
Calpine Corp.                          7.750%  04/15/09    72
Calpine Corp.                          8.500%  02/15/11    72
Calpine Corp.                          8.625%  08/15/10    72
Cendant Corp.                          4.890%  08/17/06    51
Chic East Ill. RR                      5.000%  01/01/54    60
Collins & Aikman                      12.875%  08/15/12    71
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    44
Cone Mills Corp.                       8.125%  03/15/05    11
Cray Research                          6.125%  02/01/11    67
Delta Air Lines                        2.875%  02/18/24    49
Delta Air Lines                        7.711%  09/18/11    66
Delta Air Lines                        7.779%  01/02/12    56
Delta Air Lines                        7.900%  12/15/09    52
Delta Air Lines                        8.000%  06/03/23    44
Delta Air Lines                        8.300%  12/15/29    37
Delta Air Lines                        8.540%  01/02/07    71
Delta Air Lines                        8.950%  01/12/12    61
Delta Air Lines                        9.000%  05/15/16    39
Delta Air Lines                        9.200%  09/23/14    45
Delta Air Lines                        9.250%  03/15/22    39
Delta Air Lines                        9.300%  02/02/10    61
Delta Air Lines                        9.375%  09/11/07    66
Delta Air Lines                        9.750%  05/15/21    39
Delta Air Lines                        9.875%  04/30/08    73
Delta Air Lines                       10.000%  05/17/10    73
Delta Air Lines                       10.000%  06/01/08    59
Delta Air Lines                       10.000%  06/01/09    65
Delta Air Lines                       10.000%  06/01/10    64
Delta Air Lines                       10.000%  08/15/08    55
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.125%  05/15/10    47
Delta Air Lines                       10.140%  08/26/12    50
Delta Air Lines                       10.375%  02/01/11    47
Delta Air Lines                       10.375%  12/15/22    38
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.500%  04/30/16    52
Delta Air Lines                       10.790%  03/26/14    71
Delta Mills Inc.                       9.625%  09/01/07    49
Diva Systems                          12.625%  03/01/08     1
DVI Inc.                               9.875%  02/01/04     5
E. Spire Comm Inc.                    10.625%  07/01/08     0
E. Spire Comm Inc.                    12.750%  04/01/06     0
E. Spire Comm Inc.                    13.000%  11/01/05     0
E&S Holdings                          10.375%  10/01/06    51
Eagle Food Center                     11.000%  04/15/05     5
Encompass Service                     10.500%  05/01/09     0
Enron Corp.                            6.400%  07/15/06    33
Enron Corp.                            6.500%  08/01/02    30
Enron Corp.                            6.625%  10/15/03    32
Enron Corp.                            6.625%  11/15/05    32
Enron Corp.                            6.725%  11/17/08    32
Enron Corp.                            6.750%  08/01/09    32
Enron Corp.                            6.750%  09/01/04    33
Enron Corp.                            6.750%  09/15/04    30
Enron Corp.                            6.875%  10/15/07    32
Enron Corp.                            6.950%  07/15/28    33
Enron Corp.                            7.125%  05/15/07    32
Enron Corp.                            7.375%  05/15/19    32
Enron Corp.                            7.625%  09/10/04    31
Enron Corp.                            7.875%  06/15/03    31
Enron Corp.                            9.125%  04/01/03    32
Enron Corp.                            9.625%  03/15/06    32
Enron Corp.                            9.875%  06/15/03    33
Falcon Products                       11.375%  06/15/09    40
Federal-Mogul Co.                      7.375%  01/15/06    32
Federal-Mogul Co.                      7.500%  01/15/09    32
Federal-Mogul Co.                      8.160%  03/06/03    29
Federal-Mogul Co.                      8.370%  11/15/01    30
Federal-Mogul Co.                      8.800%  04/15/07    31
Fibermark Inc.                        10.750%  04/15/11    75
Finova Group                           7.500%  11/15/09    44
Fleming Cos. Inc.                     10.125%  04/01/08    36
Flooring America                       9.250%  10/15/02     0
Foamex L.P.                            9.875%  06/15/07    64
Golden Books Pub.                     10.750%  12/31/04     1
Icon Health & Fit                     11.250%  04/01/12    74
Imperial Credit                        9.875%  01/15/07     0
Imperial Credit                       12.000%  06/30/05     0
Impsat Fiber                           6.000%  03/15/11    69
Inland Fiber                           9.625%  11/15/07    49
Intermet Corp.                         9.750%  06/15/09    67
Iridium LLC/CAP                       10.875%  07/15/05    18
Iridium LLC/CAP                       11.250%  07/15/05    17
Iridium LLC/CAP                       13.000%  07/15/05    17
Iridium LLC/CAP                       14.000%  07/15/05    18
IT Group Inc.                         11.250%  04/01/09     1
Kaiser Aluminum & Chem.               12.750%  02/01/03    14
Kmart Corp.                            6.000%  01/01/08    15
Kmart Funding                          9.440%  07/01/18    40
Lehman Bros. Holding                   6.000%  05/25/05    67
Lehman Bros. Holding                   7.500%  09/03/05    63
Level 3 Comm. Inc.                     2.875%  07/15/10    58
Level 3 Comm. Inc.                     6.000%  03/15/10    52
Level 3 Comm. Inc.                     6.000%  09/15/09    54
Liberty Media                          3.750%  02/15/30    66
Liberty Media                          4.000%  11/15/29    71
LTV Corp.                              8.200%  09/15/07     0
MacSaver Financial                     7.400%  02/15/02     9
MacSaver Financial                     7.600%  08/01/07     8
MacSaver Financial                     7.875%  08/01/03     9
Metro Mortgage                         9.000%  12/15/04     0
Mississippi Chem.                      7.250%  11/15/17    73
Muzak LLC                              9.875%  03/15/09    68
Nat'l Steel Corp.                      8.375%  08/01/06     3
Nat'l Steel Corp.                      9.875%  03/01/09     3
Northern Pacific Railway               3.000%  01/01/47    59
Northpoint Comm.                      12.875%  02/15/10     1
Northwest Airlines                     7.248%  01/02/12    73
Northwest Airlines                     7.360%  02/01/20    66
Northwest Airlines                     7.875%  03/15/08    71
Northwest Airlines                     8.070%  01/02/15    65
Northwest Airlines                     8.130%  02/01/14    68
Northwest Airlines                    10.000%  02/01/09    72
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    72
Oakwood Homes                          7.875%  03/01/04    41
Oakwood Homes                          8.125%  03/01/09    25
Oglebay Norton                        10.000%  02/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    31
Orion Network                         11.250%  01/15/07    52
Orion Network                         12.500%  01/15/07    52
Owens Corning                          7.000%  03/15/09    66
Owens Corning                          7.500%  05/01/05    68
Owens Corning                          7.500%  08/01/18    67
Owens Corning                          7.700%  05/01/08    68
Owens Corning Fiber                    8.875%  06/01/02    65
Pegasus Satellite                      9.625%  10/15/05    55
Pegasus Satellite                      9.750%  12/01/06    60
Pegasus Satellite                     12.375%  08/01/06    60
Pegasus Satellite                     12.500%  08/01/07    61
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    61
Penn Traffic Co.                      11.000%  06/29/09    50
Piedmont Aviat.                       10.300%  03/28/06     7
Piedmont Aviat.                       10.300%  03/28/12     0
Polaroid Corp.                         6.750%  01/15/02     2
Polaroid Corp.                         7.250%  01/15/07     3
Polaroid Corp.                        11.500%  02/15/06     2
Primedex Health                       11.500%  06/30/08    50
Primus Telecom                         3.750%  09/15/10    58
Railworks Corp.                       11.500%  04/15/09     1
Read-Rite Corp.                        6.500%  09/01/04    55
Realco Inc.                            9.500%  12/15/07    40
Reliance Group Holdings                9.000%  11/15/00    25
Reliance Group Holdings                9.750%  11/15/03     2
RDM Sports Group                       8.000%  08/15/03     0
RJ Tower Corp.                        12.000%  06/01/13    60
S3 Inc.                                5.750%  10/01/03     0
Safety-Kleen Corp.                     9.250%  05/15/09     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    67
Silverleaf Res.                       10.500%  04/01/08     0
Specialty Paperb.                      9.375%  10/15/06    75
Syratech Corp.                        11.000%  04/15/07    26
Teligent Inc.                         11.500%  12/01/07     0
Tower Automotive                       5.750%  05/15/24    18
Twin Labs Inc.                        10.250%  05/15/06    17
United Air Lines                       6.831%  09/01/08    13
United Air Lines                       7.762%  10/01/05     3
United Air Lines                       7.811%  10/01/09    38
United Air Lines                       8.030%  07/01/11    12
United Air Lines                       8.250%  04/26/08    21
United Air Lines                       8.310%  06/17/09    53
United Air Lines                       8.700%  10/07/08    47
United Air Lines                       9.000%  12/15/03     9
United Air Lines                       9.125%  01/15/12     8
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.350%  04/07/16    48
United Air Lines                       9.560%  10/19/18    38
United Air Lines                       9.750%  08/15/21     8
United Air Lines                       9.760%  05/13/06    48
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.250%  01/15/07     8
United Air Lines                      10.360%  11/20/12    54
United Air Lines                      10.670%  05/01/04     8
Univ. Health Services                  0.426%  06/23/20    59
United Homes Inc.                     11.000%  03/15/05     0
US Air Inc.                            7.500%  04/15/08     0
US Air Inc.                            8.930%  04/15/08     0
US Air Inc.                           10.250%  01/15/07     1
US Air Inc.                           10.490%  06/27/05     3
US Air Inc.                           10.900%  01/01/09     5
US Air Inc.                           10.900%  01/01/10     5
US Airways Inc.                        7.960%  01/20/18    48
US Airways Pass.                       6.820%  01/30/14    40
Westpoint Stevens                      7.875%  06/15/08     0
Winn-Dixie Store                       8.875%  04/01/08    59
Winsloew Furniture                    12.750%  08/15/07    20
Winstar Comm Inc.                     12.500%  04/15/08     0
World Access Inc.                     13.250%  01/15/08     3


                          *********

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
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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 ***