TCR_Public/050316.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, March 16, 2005, Vol. 9, No. 63       

                          Headlines

155 EAST: S&P Puts B- Rating on $125 Million Senior Secured Notes
AB DICK: MHR Capital Wants Ch. 11 Cases Converted to Chapter 7
ACT MANUFACTURING: Employees Have Until Dec. 31 to Roll Over Funds
ADELPHIA COMMS: Wants to Ink Madison Square Garden Sublicense Pact
AFFINITY GROUP: S&P Rates Planned $75 Mil. Sr. Unsec. Notes at B-

AMCAST INDUSTRIAL: Taps Glass & Assoc. as Restructuring Advisor
AMCAST INDUSTRIAL: Wants Plan Filing Period Extended Until Apr. 30
AMERICAN HEALTHCARE: Case Summary & 40 Largest Unsecured Creditors
APPLICA INC: Earns $5.3 Million of Net Income in Fourth Quarter
AQUILA INC: Says Fitch Repositioning Plan Will Not Impact Ratings

ARMSTRONG WORLD: Wants to Employ Ian Glick as Counsel in U.K. Case
ATA AIRLINES: U.S. Trustee Appoints Kenneth Malek as Examiner
ATA AIRLINES: Asks Court to Approve Sale of BATA Leasing Assets
CATHOLIC CHURCH: Tucson Asks Court to OK Proposed Sale Procedures
CHIQUITA BRANDS: Schedules Annual Shareholders Meeting on May 26

CORNELL COS: Credit Profile Concerns Spur S&P to Review Ratings
COVANTA ENERGY: Three Units Have Until July 14 to File Ch. 11 Plan
CS FIRST BOSTON: Moody's Reviewing Ratings on Classes 1-B3 & 1-B4
DEAN FOODS: WhiteWave Foods President Steve Demos Resigns
DECISIONONE: Files Pre-Packaged Chapter 11 Plan in Delaware

DECISIONONE CORP: Case Summary & 20 Largest Unsecured Creditors
DECISIONONE: Wells Fargo Extends $25 Million DIP Financing Pact
DORIAN GROUP: List of 20 Largest Unsecured Creditors
DUVAL OF GEORGIA: Case Summary & 22 Largest Unsecured Creditors
ENRON: Ore. Regulators Won't OK TX Pacific's Portland General Sale

ENRON CORP: Sierra Says New FERC Order to Strengthen Dispute
FIBERMARK, INC.: Thursday's Confirmation Hearing Won't Go Forward
HANOVER DIRECT: Charles Blue Resigns as Chief Financial Officer
HANOVER DIRECT: Independent Counsel Ends Financial Investigation
HOST MARRIOTT: Declares Tender Offer Yield for 8-3/8% Sr. Notes

ICOS CORP: S&P Withdraws Ratings Due to Lack of Investor Interest
INAMED CORP: S&P Raises Corporate Credit Rating to BB from BB-
INTEGRATED HEALTH: Reserve Request Hearing Adjourned to Mar. 31
JETBLUE AIRWAYS: Moody's Puts B2 Rating on $250M Sr. Unsec. Notes
JO-ANN STORES: Improved Performance Cues S&P to Review Ratings

JP MORGAN: S&P Affirms Single-B Ratings on Classes J & K Certs.
KINETIC CONCEPTS: S&P Raises Corp. Credit Rating to BB from BB-
LAIDLAW INT'L: Sells Stock Following Sale of Healthcare Companies
LORAL SPACE: Examiner Says Estate Undervalued by $281MM to $463MM
M/I HOMES: Fitch Assigns BB Rating to Proposed $200MM Sr. Notes

MAYTAG CORP: Asks Shareholders to Okay Annual Board Election
MESA 2002-1: Moody's Reviews Three Cert. Ratings & May Downgrade
MIRANT CORP: Gets Court Nod to Ink ACE Insurance Policy Addendum
MOSLER INC: Plan Agent Wants Until July 27 to Object to Claims
NATIONAL CENTURY: LTC Entities Belies Trust's Contempt Charges

NATIONAL WASTE: Committee Eyes Suit Against CapitalSource Finance
NATURAL GOLF: Losses & Funding Issues Trigger Going Concern Doubt
NEW CENTURY: Board Nominates Marilyn Alexander as Director
NPS PHARMA: S&P Withdraws Ratings Due to Lack of Investor Interest
NUTRAQUEST INC: Wants Until Oct. 10 to File Reorganization Plan

ORION TELECOM: Emerges from Chapter 11
OWENS CORNING: Court Okays $825K Hebron Asset Sale to River Valley
PANDA-ROSEMARY: VEPCO Buy-Out Prompts Moody's to Up Rating to A3
PEGASUS SATELLITE: Noteholders Wants Plan Confirmation Denied
PENN TRAFFIC: CFO Resigns and Randy Martin Promoted to Fill Post

PROGRESS RAIL: Moody's Puts B2 Rating on $200 Million Senior Notes
RESMED INC: S&P Revises Outlook on Low-B Ratings to Positive
SECUNDA INTERNATIONAL: S&P Pares Corp. Credit Rating to B- from B
SHC INC: Plan Administrator Has Until Apr. 28 to Object to Claims
SILVER STRIKE LANES: Case Summary & 4 Largest Unsecured Creditors

SOLUTIA INC: Allows Crystal Springs Plaintiffs to File Group Claim
SPECTRASITE INC: Posts $1.6 Million Net Loss in Fourth Quarter
TOMMY HILFIGER: Bank Group Extends Credit Facility Waivers
TOUCH AMERICA: Trustee Has Until July 28 to Remove Civil Actions
TOUCH AMERICA: Plan Trustee Wants Until Apr. 1 to Decide on Leases

TRADERS TRUST: S&P Lifts Rating on Class B-4 Issues from BB to AA
TRICO MARINE: Emerges from Chapter 11
TRUMP HOTELS: Wants to Pay Expert Witnesses' Fees & Expenses
TRUMP HOTELS: Trump Indiana Wants to Assume Buffington Lease
UAL CORP: Wants Air Wisconsin to Submit to a Rule 2004 Examination

UAL CORPORATION: PBGC to Assume Ground Employee Pension Plan
ULTIMATE ELECTRONICS: Look for Schedules & Statements by April 13
UNIFRAX CORP: Moody's Rates Planned $180M Senior Sec. Loan at B1
UNITED RENTALS: Needs Waiver of Annual Report Filing Delay
UNITED RENTALS: Expects to Meet or Exceed 2004 Outlook

VERTEX INTERACTIVE: Liquidity Issues Trigger Going Concern Doubt
VOLUME SERVICES: Moody's Rates New $215M Sr. Sec. Facility at B2
W.R. GRACE: Reports on Status of Disclosure Statement Objections
WESTPOINT STEVENS: Wants Solicitation Period Expanded to Aug. 31
WIDEOPENWEST FINANCE: Moody's Affirms B2 & Junk Ratings

WORLDCOM: Manhattan Jury Finds Bernie Ebbers Guilty of Fraud
WORLDCOM: Settles Aerotel's Class 6 Gen. Unsec. Claim for $15.8M

* Upcoming Meetings, Conferences and Seminars

                          *********

155 EAST: S&P Puts B- Rating on $125 Million Senior Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to the
$125 million senior secured notes due 2012 proposed by 155 East
Tropicana LLC and its wholly owned subsidiary, 155 East Tropicana
Finance Corporation.  

The proposed notes are expected to be sold pursuant to Rule 144A
of the U.S. Securities Act of 1933. Proceeds from the proposed
notes will be used to refinance existing debt that was incurred to
purchase the Hotel San Remo and to renovate the asset into the
Hooters Casino Hotel.

At the same time, Standard & Poor's also assigned a 'B-' corporate
credit rating to the parent company.  The outlook is stable.  Pro
forma for the offering, the company will have $125 million in
senior notes and $20 million in preferred equity, which is held by
the owners.

"The ratings on 155 East Tropicana reflect the challenges
associated with the planned re-branding and repositioning of the
existing San Remo into the Hooters Casino Hotel, given the
property's off-Strip location and highly competitive market
environment," said Standard & Poor's credit analyst Michael
Scerbo.

"Also, the company's high pro forma debt leverage and small cash
flow base increase the risks that a slower-than-expected ramp-up
period could damage the company's overall liquidity situation,"
Mr. Scerbo added.

The stable outlook reflects Standard & Poor's expectation that the
positive operating momentum in Las Vegas will continue in the near
term, somewhat offsetting the negative effect that the renovation
project will have on the existing operations of the San Remo.  In
addition, the escrowing of two interest payments enhances
liquidity through this time period.  

Although Standard & Poor's expects the repositioning of the San
Remo asset to drive improved operating results once it is complete
in early 2006, the company's high debt levels are expected to
result in weak overall credit measures in the intermediate term.


AB DICK: MHR Capital Wants Ch. 11 Cases Converted to Chapter 7
--------------------------------------------------------------
MHR Capital Partners LP and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to convert Blake of Chicago
Corp., fka A.B. Dick Company, and its debor-affiliates' chapter 11
cases into chapter 7 liquidation proceedings.

MHR Capital explains that the cases must be converted since the
estates are clearly insolvent and continue to exist under chapter
11 solely to benefit the lawyers, financial advisors and insiders
who are all hoping for the Debtors' Joint Plan of Liquidation to
be confirmed.  

The Plan, MHR complains, does not make any mention of the
projected distribution to unsecured creditors.  The Plan will  
release the Debtors, the Liquidating Trusts, the Trustees, the
Oversight Committee and current or former members, employees,
officers and other insiders from postpetition claims.  

MHR Capital asserts that because the estates are diminishing in
value, it will be more cost-effective and efficient to liquidate
the assets under chapter 7.

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts  
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Case No. 04-12002) on
July 13, 2004.  Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., in Dec. 8, 2004, as required by the terms
of the APA with Presstek.


ACT MANUFACTURING: Employees Have Until Dec. 31 to Roll Over Funds
------------------------------------------------------------------
Craig Jalbert, the liquidating CEO of ACT Manufacturing and its
debtor-affiliates sought and obtained an extension from the U.S.
Bankruptcy Court for the District of Massachusetts, Western
Division, of the deadline for the company's former employees to
transfer funds from the company's 401(k) Plan to traditional
Individual Retirement Accounts or an eligible employer plan.  

ACT Manufacturing's 401(k) Plan has been liquidated and the
proceeds were distributed to employees pursuant to the Debtors'
confirmed Second Amended Joint Plan of Liquidation.  The CEO filed
the extension motion in order to avoid any potential delay in
winding-up the estates.

Last year, the CEO advised 557 employees to contact Merrill Lynch
regarding their respective 401(k) accounts.  Only 11 employees
requested that their accounts be rolled over into another 401(k)
plan or an IRA.  The remaining 546 employees received checks in
Jan. 2005 in an amount equal to the funds in their accounts less
20% federal tax.  Many of the affected employees called the CEO
and Merrill Lynch and said they never got the letter the CEO sent
last year.  

The employees don't want to be levied with tax and ask that their
funds be rolled over to another 401(k) plan or an IRA.  The
extension will give the employees ample time to transfer their
funds through Merrill Lynch.

Act Manufacturing, Inc., is a global provider of value-added
electronic manufacturing services to original equipment
manufacturers in the networking and telecommunications, high-end
computer and industrial and medical equipment markets.  The
Debtors filed for chapter 11 protection on December 21, 2001
(Bankr. Mass. Case No. 01-47641).  Richard E. Mikels, Esq., at
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $374,160,000 in total
assets and $231,214,000 in total debts.  The Hon. Joel B.
Rosenthal confirmed the Debtors' Joint Plan of Liquidation on
August 13, 2003.


ADELPHIA COMMS: Wants to Ink Madison Square Garden Sublicense Pact
------------------------------------------------------------------
Pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and
Rule 9018 of the Federal Rules of Bankruptcy Procedure, Adelphia
Communications Corporation seek the authority of the U.S.
Bankruptcy Court for the Southern District of New York to enter
into:

    (a) a Sublicense Agreement with Madison Square Garden, L.P.;
        and

    (b) a related Consent Agreement with Madison Square Garden and
        Hockey Western New York LLC -- the Sabres -- a National
        Hockey League team in Buffalo, New York.

Currently, the ACOM Debtors are party to a postpetition license
agreement dated September 14, 2002, with the Sabres' predecessor  
-- Niagara Frontier Hockey LP.  Marc Abrams, Esq., at Willkie Farr
& Gallagher, in New York, relates that under the License
Agreement, the Debtors have the right to distribute games of the
Sabres.  Either Adelphia Communications Corporation or Parnassos
LP may sublicense the distribution of the games to an ACOM
subsidiary or, subject to the Sabres' consent, a third-party
television network or channel.

Pursuant to the License Agreement, the ACOM Debtors have been
sublicensing the Sabres' games to Empire Sports Network, a
regional sports network owned by Parnassos.  However, due to an
immediate need to terminate ESN's operations as a result of its
diminishing financial condition as well as the need to mitigate
the Debtors' continuing obligations to the Sabres, the Debtors
need to enter into the Madison Square Garden Sublicense Agreement
and the Consent Agreement.

                           *     *     *

Because of the confidential nature of the Madison Square Garden
Transaction, the ACOM Debtors believe it is prudent to file the
Sublicense Motion under seal.  Accordingly, at the Debtors'
request, the Court authorized the filing of the Sublicense Motion
and its exhibits under seal.

The Sublicense Motion will be made available only to:

    -- the United States Trustee;
    -- counsel for the Committees,
    -- counsel to the agents for the Debtors' lenders;
    -- counsel to Madison Square Garden;
    -- counsel to Comcast; and
    -- other parties the Court may authorize.

Judge Gerber makes it clear that the Sublicense Motion remains
subject to review only by the professionals retained by the
Committees and not by its individual members.

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)


AFFINITY GROUP: S&P Rates Planned $75 Mil. Sr. Unsec. Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Affinity Group Holding Inc.'s (B+/Negative/--) proposed
$75 million senior unsecured notes due 2012.

Proceeds from the offering will be used to make investments in
FreedomRoads Holding Company LLC in the form of preferred shares.
At the same time, Standard & Poor's affirmed its ratings on
Ventura, California-based operating subsidiary Affinity Group
Inc., including the 'B+' corporate credit rating, and revised
the outlook on both companies to negative from stable.

Pro forma for the debt offering, Affinity had total debt of
approximately $390 million outstanding on Dec. 31, 2004.

"The outlook revision reflects increased financial risk from the
pending debt-financed preferred investment in FreedomRoads and the
company's aggressive financial policy," said Standard & Poor's
credit analyst Andy Liu.

The ratings on Affinity Group Holding Inc. and its operating
subsidiary, Affinity Group Inc., which are analyzed on a
consolidated basis, reflect:

   (a) flat membership enrollment at recreational vehicle
       clubs;

   (b) lower overall EBITDA margins because of the company's focus
       on expanding its Camping World retail business segment; and

   (c) high leverage.

These factors are partially offset by Affinity's good competitive
position in its core RV clubs and direct publishing niche, and
good retail trends at Camping World.

Affinity is the leading operator of RV-oriented clubs, and
subscription-based products, services, and publications, targeted
toward RV owners and outdoor enthusiasts in the U.S. and Canada.
Acquisitions undertaken several years ago gave the company a
sizable presence in the RV accessory retail market.  

Revenues from Camping World now represent more than 50% of total
revenues but only 25% of EBITDA.  While Camping World complements
Affinity's club business by providing cross-marketing
opportunities and new members, the retail business is highly
competitive, working capital-intensive, and susceptible to
cyclical trends.  

Standard & Poor's expects Affinity's EBITDA margins to continue
their gradual decline as the lower margin retail business makes up
an increasing portion of its business and as its higher margin
membership clubs and publication businesses show limited growth
prospects.

The proposed $75 million preferred investment into FreedomRoads is
being made through an unrestricted subsidiary of Affinity Group
Inc.  Affinity will not have any common equity interest in
FreedomRoads.  FreedomRoads and Affinity are both controlled by
Steve Adams and share two board members, raising concerns that Mr.
Adams may use Affinity to make additional debt-financed
investments into FreedomRoads.

FreedomRoads is an RV retailer that operates 51 locations across
20 states.  Of FreedomRoads' 51 locations, nine were collocated
with Camping World.  The nonexclusive collocation arrangement
benefits the sales and profit margins of both Affinity's Camping
World and FreedomRoads' RV retail outlets.  In looking at future
acquisitions, FreedomRoads will seek the flexibility to
add Camping World.  

In a similar fashion, Camping World plans to expand solely in a
collocation format, with eight collocated stores expected to open
in the remainder of 2005.  Given the common ownership and the
rising interdependence, Standard & Poor's will reevaluate whether
Affinity should be analyzed on a consolidated basis with
FreedomRoads as the relationship between Affinity and FreedomRoads
deepens.

The negative outlook reflects Affinity's aggressive financial
policy and the expectation that lower discretionary cash flow will
result from an increase in capital spending.  At the current
rating level, Affinity has very limited capacity for additional
debt.  Debt-financed transactions or unfavorable operating trends
that erode the company's covenant cushion could prompt Standard &
Poor's to lower the rating.  

If the company satisfactorily brings down debt leverage while
maintaining good operating performance over the intermediate term,
Standard & Poor's would consider revising Affinity's rating
outlook back to stable.


AMCAST INDUSTRIAL: Taps Glass & Assoc. as Restructuring Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio gave
Amcast Industrial Corporation and its debtor-affiliates permission
to employ Glass & Associates, Inc. as their restructuring advisor.

Glass & Associates will:

   a) work with the Debtors' management team to achieve financial
      results in accordance with the Budgets developed in
      conjunction with the DIP Credit Agreement approved by
      the Court on Dec. 2, 2004;

   b) work with the Debtors' management team and other interested
      parties and stakeholders to expeditiously effectuate a plan
      of reorganization;

   c) provide oversight and any other involvement needed as part
      of the management team and provide all other restructuring
      advisory services and support with respect to the Debtors'
      bankruptcy proceedings.

John DiDonato, a Vice-President at Glass & Associates, reports the
Firm's professionals bill:

      Designation                Hourly Rates
      -----------
      Principal/Officer          $375 - $550
      Case Director              $325 - $450
      Senior Associate           $250 - $380
      Consultant                 $200 - $300
      Clerical/Administrative     $75 -  $95

Mr. DiDonato discloses Glass & Associates terms of compensation:

   a) a $70,000 monthly fee;

   b) an Incentive Fee of:

         (i) $200,000 if a Plan of Reorganization is confirmed on
              or before May 31, 2005;

        (ii) $100,000 if the Debtors' normalized earnings before
             interest, taxes, depreciation and amortization or
             EBITDA from the effective date of the Engagement
             Agreement between the Debtors and Glass &
             Associates through the date a Plan is confirmed, on a
             cumulative basis, which equals or exceeds the EBITDA
             projected forecast submitted to General Motors Corp.
             for that same period; and

       (iii) $100,000 if a Plan is confirmed after May 31, 2005,
             plus $50,000 if the Debtors' actual EBITDA from the
             Effective Date of the Engagement Agreement through
             the date a Plan is confirmed, on a cumulative basis,
             equals or exceeds General Motors Plan EBITDA for
             that same period.

Glass & Associates assures the Court that it does not represent
any interest adverse to the Debtors or their estates.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMCAST INDUSTRIAL: Wants Plan Filing Period Extended Until Apr. 30
------------------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Ohio for an
extension, through and including April 30, 2005, within which they
alone can file a chapter 11 plan.  

The Debtors also ask the Court for more time to solicit
acceptances of that plan from their creditors, through
June 29, 2005, and to fix April 30, 2005, as the deadline by which
the Debtors must file a disclosure statement.  The Debtors filed a
Joint Plan of Reorganization on Dec. 16, 2004.

The Debtors present three reasons in support of their request:

   a) the Debtors' jointly administered cases are large and
      complex, with operations in several states, secured debt of
      approximately $108 million, and with thousands of unsecured
      creditors;

   b) the Debtors have been able to file a Plan just 16 days after
      the Petition Date, have been paying bills as they fall due
      and have been making good faith progress towards
      reorganization; and

   c) with the assistance of Glass & Associates, the Debtors'
      chief restructuring advisor, they are now diligently
      preparing their disclosure statement, including continuing
      to address unresolved contingencies and developing
      significant financial and legal documentation to be included
      in the disclosure statement so it can fully describe and
      explain the Plan.

The Debtors assure the Court that the extension will not harm or
prejudice their creditors and it is in the best interests of their
estates and their creditors.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMERICAN HEALTHCARE: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: American Healthcare Services, Inc.
             c/o Sedona Group
             11285 Elkins Road
             Building E
             Roswell, GA 30076

Bankruptcy Case No.: 05-64660
             
Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      American Physician Services, Inc.          05-64661

Type of Business: The Debtor provides practice management to
                  physicians and other health care providers who
                  work in the fields of ear, nose, throat and head
                  and neck medicine, including financial and
                  administrative management services.  See
                  http://www.american-healthcare-services.com/
                  These debtors are related to American Plastic
                  Surgery, LLC (Bankr. N.D. Ga. Case No. 04-69432)
                  and American Plastic Surgery of Florida, LLC
                  (Bankr. N.D. Ga. Case No. 04-69433) reported in
                  the Troubled Company Reporter on June 23, 2004.

Chapter 11 Petition Date:  March 11, 2005

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Telephone (404) 893-3880  

                             Estimated Assets      Estimated Debts
                             ----------------      ---------------
American Healthcare          $1 M to $10 M         $10 M to $100 M
   Services, Inc.
American Physician           $100,000 to $500,000  $10 M to $100 M   
   Services, Inc.

A. American Healthcare Services, Inc.'s 20 Largest Unsecured            
   Creditors:

   Entity                     Nature of Claim         Claim Amount
   ------                     ---------------         ------------
Greenberg & Traurig           Services provided           $318,069
Attn: Bob Altenbach
3290 Northside Parkway
Northwest #400
Atlanta, GA 30339             

Hudson Highland Group         Services provided           $150,139
191 Peachtree St N.E.
#800
Atlanta, GA 30303

WBZL                          Services provided            $76,880
2055 Lee Street
Hollywood, FL 33020           

Scott & Associates, LLC       Rent, office space           $62,581
3650 Mansell Road
Suite 425
Alpharetta, GA 30022
         
United Healthcare             Services provided            $47,983
3720 DaVinci Ct.. Suite 300
Norcross, GA 30092
          
ALARIS                        Services provided            $41,500
1815 South Meyers Rd.
Suite 1000
Villa Park, IL 60181
         
Jefferson Pilot Comm.         Services provided            $40,930
Wlyf
20450 NW 2nd Avenue
Miami, FL 33169
            
Daniello Nicholas, M.D        Unsecured notes payable      $39,318
955 Yonkers Avenue,
Suite #107
Yonkers, NY 10704
        
WPLG                          Services provided            $35,109
3900 Biscayne Boulevard
Miami, FL 33137  
             
Media Solutions               Services provided            $34,973
3715 Northside Parkway
100 North Creek, Suite 250
Atlanta, GA 30327
            
WSVN                          Services provided            $34,340
PO BOX 444/
Miami, FL 33238          

Ruden Mcclosky                Legal Services provided      $34,190
PO Box 1900
Fort Lauderdale, FL
33302    
                
Vital Works Inc./Cerner       Services provided            $33,565
PO Box 412732                 
Kansas City, MO 641412732
    
WEBE 108FM                    Services provided            $29,192
2 Lafayette Square
Bridgeport, CT 06604   
       
Summer Street Properties LLC  Rent, office space           $27,500
Department 302
PO Box 8000
Buffalo, NY 14267  

Matthews, Carter & Boyce, P.C. Services provided           $25,226
11320 Random Hills Road
Suite #600
Fairfax, VA 22030     

BVK Direct                    Services provided            $24,204
Box 78189
Milwaukee, WI 53278    
  
Office Depot                  Goods purchased              $18,309
P.O. Box 633211
Cincinnati, OH 45263    

WRAL/Capitol                  Services provided            $15,196
Broadcasting Co. 711
Hillborough ST
Raleigh, NC 27605        

Archive America               Services provided            $14,699
3455 N.W. 54th Street
Miami, FL 33142          

B. American Physician Services, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim         Claim Amount
   ------                     ---------------         ------------
Vital Works
P.O. Box 100838               Services provided            $48,768
Atlanta, GA 30384        

Shapiro & Stapleton           Rent, office space           $32,681
Properties
Dr. Stapleton
6020 Winterthru Ridge
Atlanta, GA 30328        

GN Resound                    Goods purchased              $29,465
Lockbox 42155
P.O. Box 8500
Philadelphia, PA 19178  

Fayette Medical               Rent, office space           $28,567
Clinic, P.C.
101 Yorktown Drive
Attn: Charles Coppolino, Jr.
Fayetteville, GA 30214

MRI and Imaging of Georgia    Services provided            $25,830
P.O. Box 932391
Atlanta, GA 31193        

Siemens Hearing Inst., Inc.   Goods purchased              $18,811
P.O. Box 751019
Charlotte, NC 28275      

Archive America               Services provided            $14,699
3455 N.W. 54th Street
Miami, FL 33142          

Bell South                    Services provided            $14,130
P.O. Box 105262
Atlanta, GA 30348        

BV&K Direct                   Services provided            $11,348
Box 78189
Milwaukee, WI 53278      

Peachtree Couriers,Inc.       Services provided             $8,165
391 Pike Blvd.
Ste.- F4
Lawrenceville, GA 30045

Ark Self-Storage              Services provided             $6,887
2330 Old Concord Rd
Smyrna, GA 30082         

GV Financial Advisors, Inc.   Services provided             $6,250
2987 Clairmont Rd
Suite 400
Atlanta, GA 30329        

SST Computing, Inc.           Services provided             $6,240
1200 Chastain Road
Suite 302
Kennesaw, GA 30144        

Newcomer Properties, Inc.     Services provided             $4,753
Mark Newcomer
434 Winged Food Drive
McDonough, GA 30253      

Westone Laboratories, Inc     Goods purchased               $4,100
P.O. Box 15100
Colorado Springs, CO 80935  

Fountain Drive, L.P.          Rent                          $4,052
200 Market Place
Suite 110
Roswell, GA 30075        

XO Communications             Services provided             $3,703
P.O. Box 530471
Atlanta, GA 30353       

Iron Mountain                 Services provided             $3,648
P.O. Box 915004
Dallas, TX 75391         

Sonic Innovations             Goods purchased               $3,251
P.O. Box 711670
Salt Lake City, UT 84171

Widex Hea. Aid Company, Inc.  Goods purchased               $2,920
35-53 24th Street
Long Is. City, NY 11106


APPLICA INC: Earns $5.3 Million of Net Income in Fourth Quarter
---------------------------------------------------------------
Applica Incorporated (NYSE: APN) reported fourth-quarter sales for
2004 were $247.5 million, an increase of 18.4% from the same
period in 2003.  For the full year ended December 31, 2004, sales
were $726.7 million, an increase of 13.4% over 2003.  The
increases in sales in the fourth quarter and full year periods
resulted primarily from sales of new and core products under the
Black & Decker(R) brand, partially offset by a decline in contract
manufacturing sales.

Applica reported net income for the fourth quarter of 2004 of
$5.3 million, compared with a net loss of $6.5 million for the
2003 fourth quarter.  The 2004 fourth quarter included:

   -- restructuring charges of $8.3 million related to the
      continued downsizing of Applica's Mexican manufacturing
      operations;

   -- a gain of $3.4 million related to the sale of the Jerdon
      hotel and hospitality business; and

   -- a gain of $1.3 million on the sale of the executive offices
      in Miami Lakes, Florida.

The fourth quarter of 2003 included:

   -- a non-cash impairment charge of $7.2 million related to an
      intangible asset acquired as part of the acquisition of the
      Black & Decker household products group;

   -- expenses of $7.0 million related to the restructuring of the
      Mexican and Chinese manufacturing facilities;

   -- restructuring and other charges of $4.7 million related to
      accrued rental expenses at the Shelton, Connecticut
      facility, which has been closed;

   -- expenses of $2.0 million related to the early extinguishment
      of debt; and

   -- a reversal of $4.1 million in product recall related
      expenses previously recorded in cost of goods sold.

For the year, Applica reported a net loss of $133.0 million, as
compared to net income of $15.2 million for the same period last
year.  The year ended December 31, 2004 included:

   -- a non-cash impairment charge of $62.8 million to goodwill;

   -- income tax expense of $57.8 million primarily related to an
      increase in valuation allowances against net deferred tax
      assets;

   -- restructuring charges of $9.2 million primarily relating to
      the continued downsizing of Applica's Mexican manufacturing
      operations;

   -- expenses of $9.2 million related to termination benefits for
      certain senior officers and the termination of a consulting
      agreement;

   -- a net gain of $3.9 million relating to the sale of the
      Jerdon hotel and hospitality business, the sale of the Miami
      Lakes, Florida executive offices and the sale of Applica's
      Hong Kong based manufacturing operations.

The 2003 full year included:

   -- $55.6 million of equity in the net earnings of a joint
      venture in which Applica owned a 50% interest;

   -- a non-cash impairment charge of $7.2 million related to an
      intangible asset acquired as part of the acquisition of the
      Black & Decker household products group;

   -- expenses of $7.0 million related to the restructuring of the
      Mexican and Chinese manufacturing facilities;

   -- restructuring and other charges of $4.7 million related to
      accrued rental expenses at the Shelton, Connecticut
      facility, which has been closed;

   -- a reversal of $4.1 million in product recall related
      expenses previously recorded in cost of goods sold; and

   -- expenses in an aggregate amount of $3.9 million related to
      the early extinguishment of debt.

Applica's gross profit margin decreased to 27.9% in the three-
month period ended December 31, 2004 as compared to 28.6% for the
same period in 2003.  Gross margins in the fourth quarter of 2004
were negatively impacted by:

   -- Restructuring costs relating to the continued downsizing of
      the Mexican manufacturing operations; and

   -- Lower-than-expected sales and higher-than-expected costs for
      the Tide(R) Buzz(R) Ultrasonic Stain Remover.

For the full year, the gross profit margin increased slightly to
29.0% as compared to 28.9% for the same period in 2003.  Increases
in the gross margin from (a) better overall product mix and (b)
the movement of production of core products from our manufacturing
facility in Mexico to third parties in China were offset by
restructuring costs relating to the continued downsizing of the
Mexican manufacturing operations.

Harry D. Schulman, President and Chief Executive Officer stated,
"We are pleased by our strong performance in the fourth quarter.
We remain financially stable despite a difficult year.  Management
will continue to focus aggressively on improving profitability and
the balance sheet.  We will increase customer and product
contribution margins, maximize supply chain efficiencies and
deliver quality products.  We expect that our efforts will
position us to be profitable in 2005."

                        About the Company

Applica Incorporated -- http://www.applicainc.com/-- and its  
subsidiaries are marketers and distributors of a broad range of
branded and private-label small household appliances.  Applica
markets and distributes kitchen products, home products, pest
control products, pet care products and personal care products.  
Applica markets products under licensed brand names, such as Black
& Decker(R), its own brand names, such as Windmere(R),
LitterMaid(R), Belson(R) and Applica(R), and other private-label
brand names.  Applica's customers include mass merchandisers,
specialty retailers and appliance distributors primarily in North
America, Latin America and the Caribbean.  The Company operates a
manufacturing facility in Mexico.  

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 7, 2004,
Moody's Investors Service downgraded the debt ratings of Applica
Incorporated reflecting the company's weakened cash flow and
liquidity profile in light of ongoing industry challenges.  

These ratings were downgraded:

   * Senior implied rating, to B3 from B1;

   * $205 million senior secured revolving credit facility due
     December 28, 2005 to B2 from Ba3;

   * $60.8 million 10% Senior subordinated notes due
     July 31, 2008 to Caa2 from B3;

   * Senior unsecured issuer rating to Caa1 from B2.

Moody's said the rating outlook remains negative.


AQUILA INC: Says Fitch Repositioning Plan Will Not Impact Ratings
-----------------------------------------------------------------
The restructuring plan by Aquila, Inc., has no immediate effect
on the company's 'B-' senior unsecured rating and Stable Outlook,
according to Fitch Ratings.  While Fitch believes execution of the
plan would have positive ratings implications, the timing of asset
sales and debt reduction could extend beyond the 12-24 month
timeframe implicit to a Rating Outlook.

Positive rating actions depend on execution of purchase and sale
agreements for utilities that have been identified as potential
sales candidates and for the remaining nonregulated businesses
(Elwood toll and peaking plants) at prices sufficient to
facilitate leverage reduction for the remaining utilities post-
divestitures.  In addition, passage of legislation permitting a
fuel adjustment clause by the Missouri legislature followed by a
constructive outcome for the Missouri rate case filing planned for
May of 2005, as well as achievement of operational improvements,
could have positive implications for credit quality.

The repositioning plan has a reasonable chance of success in
Fitch's view.  The utilities identified as potential sales
candidates have collective net plant of $874 million compared with
Aquila's debt reduction goal of $700 million, which provides some
negotiating flexibility regarding which utilities are sold or
retained.  The limited amount of debt maturing over the next
several years provides Aquila with breathing room to execute on
the plan.


ARMSTRONG WORLD: Wants to Employ Ian Glick as Counsel in U.K. Case
------------------------------------------------------------------
On December 7, 2000, the U.S. Bankruptcy Court for the District of
Delaware authorized Armstrong World Industries, Inc., to employ
certain professionals in the ordinary course of its business in
accordance with the procedures set forth in the Ordinary Course
Professional Order.

The OCP Order authorizes AWI to pay each OCP professional up to
$25,000 per month without the need to file a separate retention
application for each professional.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that AWI is involved in a complex
arbitration proceeding in the International Court of Arbitration
in London, United Kingdom, in connection with a commercial
contract dispute with E.F.P, Floor Products.  AWI intends to
employ the barrister, Ian Glick, QC, to represent AWI in the EFP
Arbitration.  

AWI believes that Mr. Glick should qualify as an OCP Professional.
However, Mr. Glick's fees and expenses are likely to exceed the
Fee Cap.

To address this issue, AWI consulted with:

   (a) the United States Trustee for Region 3;

   (b) the counsel to the Official Committee of Unsecured
       Creditors;

   (c) the counsel to the Asbestos Claimants' Committee; and

   (d) the counsel to Dean Trafelet, the Court-appointed
       Future Claimants' Representatives.

Each of the parties represented that they have no objection to:

   (i) Mr. Glick's employment as an Ordinary Course
       Professional; and

  (ii) waiving the Fee Cap in connection with Mr. Glick's
       involvement in the EFP Arbitration.

Accordingly, Judge Fitzgerald authorizes the Debtors to employ Mr.
Glick as an Ordinary Course Professional.  Solely in connection
with Mr. Glick's involvement in the EFP Arbitration, AWI will pay
all compensation and expense reimbursements of Mr. Glick, which
amounts will not be subject to the Fee Cap, effective February 8,
2005.

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


ATA AIRLINES: U.S. Trustee Appoints Kenneth Malek as Examiner
-------------------------------------------------------------
As previously reported, NatTel, LLC, asked the United States
Bankruptcy Court for the Southern District of Indiana to appoint
an examiner to investigate and analyze the financial and other
dealings between Debtor Chicago Express Airlines, Inc., on the one
hand, and ATA Holdings Corp., ATA Airlines, Inc. and the other
Debtors, on the other hand.

Nancy J. Gargula, the United States Trustee for Region 10,
appointed Kenneth J. Malek to fill that role.  Judge Lorch
approved the appointment.  

Mr. Malek is a Managing Director at Navigant Consulting in
Chicago, Illinois.  As Mr. Malek is only serving as examiner, the
U.S. Trustee is not requiring a bond.

                         Scope of Services

The Court allows the Examiner to utilize any and all resources
provided by its firm in the ordinary course of business to assist
with the examination of the Debtors' cases.

The Examiner will investigate and issue a written report on:

   (a) The facts and circumstances that may be relevant to a
       judicial determination of the enforceability or
       avoidability of any guarantees provided by Chicago Express
       with respect to the debt obligations of ATA Holdings Corp.
       and ATA Airlines, Inc., including the nature and value of
       consideration provided to Chicago Express in connection
       with the guarantees;

   (b) The basis and validity of the $16.8 million intercompany
       claim listed in the Debtors' schedules as a payable to
       Chicago Express from ATA Airlines, as well as any
       postpetition intercompany claims between Chicago Express
       and the non-Chicago Express Debtors; and

   (c) If and to the extent the Examiner believes that he is in a
       position to form a reasonably informed business judgment
       as of the filing of the Report, whether it is in the best
       interest of Chicago Express to be sold as a going concern,
       as opposed to being liquidated, considering the resources
       available to Chicago Express.

The Debtors will cooperate with the Examiner and promptly make
available to the Examiner all documents reasonably requested by
the Examiner as necessary to complete the Report.  The Debtors
will also make available to the Examiner, upon reasonable request,
their employees who have knowledge of any matter to be examined.

The Examiner will not make any publication or disclosure of
documents or information that the Debtors designate to the
Examiner as subject to attorney/client privilege or attorney work
product doctrine, without either the Debtors' consent or further
court order.  The Examiner is included as a party to whom the
Debtors may provide documents or information that is subject to
confidentiality restrictions pursuant to the Court orders dated
December 14, 2004, and February 22, 2005.

The Examiner may file under seal any portion of the Report
containing or reflecting confidential documents or information.  
The Examiner will be subject to the restrictions and provisions of
the orders with respect to any of the documents or information.  
Without the Debtors' consent of a court order, the Examiner will
not make any press release or other public statement regarding the
Debtors or their business operations other than the Report or any
testimony provided in the Debtors' cases.

The Examiner will complete and serve the Report in electronic
format not later than 5:00 p.m. EST, on March 18, 2005.  Upon
receipt of the Report, the Debtors' counsel will file the Report
with the Clerk of the Court electronically and serve all other
relevant parties in these cases.  The Examiner will have the
status of a party-in-interest in these Chapter 11 cases with
respect to all matters contemplated.

The fees and expenses of the Examiner incurred to produce the
Report will be accorded administrative expense priority pursuant
to Sections 503 and 507 of the Bankruptcy Code.  In no event will
the fees and expenses collectively and initially exceed $75,000.  
If and to the extent the Examiner determines that additional
examination is needed that would require compensation or expense
reimbursement in excess of the Initial Cap, the Examiner may
petition the Court to authorize the additional examination and
increase the Initial Cap.  The Court will consider any petition on
an expedited notice and hearing basis.

The Examiner will submit an application to the Court for the
payment of fees and expenses not later than 14 days after filing
the Report and providing any testimony regarding the issues
addressed by the Report.

                      Malek Is Disinterested

Mr. Malek assures the Court that neither he nor Navigant
Consulting is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.  Neither Mr. Malek nor
Navigant Consulting holds or represents any interest adverse to
the Debtors or their estate.

Mr. Malek discloses that in the last five years, Navigant
Consulting transacted with these entities on unrelated matters:

   * Akin, Gump, Strauss, Hauer & Feld,
   * Aon,
   * Baker & Daniels,
   * Bank of America,
   * Bell, Boyd & Lloyd,
   * Boeing,
   * Citibank, N.A.,
   * City of Chicago,
   * City and County of San Francisco,
   * Freeborn & Peters,
   * General Electric or its affiliates,
   * Goodrich,
   * Hamilton Sundstrand,
   * Honeywell,
   * John Hancock,
   * Loeb,
   * Qwest,
   * Southwest Airlines,
   * State of Washington,
   * Union Planters Bank,
   * Wells Fargo, and
   * Wilmington Trust

In addition, Navigant Consulting has ongoing business
relationships with a number of law firms who have filed
appearances in the Debtors' cases, including:

   * Foley & Lardner,
   * McDermott Will & Emery,
   * Paul Hastings Janofsky & Walker, and
   * Winston & Strawn

Foley & Lardner and DLA Piper Rudnick each perform certain legal
services for Navigant Consulting.  Seyfarth Shaw LLP provided
legal services for the Board of Trustees of a small mutual fund of
which Mr. Malek was Chair of the Board of Independent Trustees.  
Aon provides certain insurance brokerage services for Navigant
Consulting.  LaSalle Bank and U.S. Bank are two of a group of four
financial institutions providing a line of credit facility to
Navigant Consulting.  Former Illinois Governor James Thompson, the
Chair of Winston & Strawn, serves on the Board of Directors of
Navigant Consulting.  

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th   
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from
Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco
to over 40 business and vacation destinations.  Stock of parent
company, ATA Holdings Corp., is traded on the Nasdaq Stock
Exchange.  The Company and its debtor-affiliates filed for chapter
11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-
19866, 04-19868 through 04-19874).  Terry E. Hall, Esq., at Baker
& Daniels, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $745,159,000 in total assets and $940,521,000 in total
debts.  (ATA Airlines Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ATA AIRLINES: Asks Court to Approve Sale of BATA Leasing Assets
---------------------------------------------------------------
On March 13, 2001, BCC Equipment Leasing Corporation, formerly
known as MDFC Equipment Leasing Corporation, and ATA Airlines,
Inc., jointly formed BATA Leasing LLC.  The leasing company
acquires, owns and leases aircraft and aircraft equipment in
either a passenger or a freighter configuration.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that current economic conditions affecting the
airline industry generally have affected BATA Leasing's ability to
lease its possessions.  BATA Leasing has been unable to lease
certain aircraft and equipment for some time.

Thus, BATA Leasing wants to sell certain of the equipment it has
been unable to lease to third parties.  BCC Equipment, the
managing member of BATA Leasing, has identified certain third
parties who are willing to purchase certain aircraft and equipment
on terms favorable to BATA Leasing.

On BATA Leasing's behalf, BCC Equipment proposes to sell up to:

   (1) seven Boeing model 727 airframes for at least $200,000;
       and

   (2) 20 Pratt & Whitney model JT8D-17 or JTD8D-17A engines,
       along with any related leases for at least $1,500,000.

BCC Equipment is about to finalize negotiations with the
purchasers and anticipates that it will be able to close the
proposed sales in late March or early April 2005.

ATA's financial interests in BATA Leasing are limited, Mr. Nelson
tells the United States Bankruptcy Court for the Southern District
of Indiana.  ATA Airlines is currently indebted to BATA Leasing
for certain membership contributions and other amounts and will
not be eligible to receive any of the sale proceeds.

Mr. Nelson explains that the only way ATA might ultimately obtain
value from BATA Leasing is for the company to be operating in a
profitable manner.  ATA believes that the proposed sales will
reduce BATA Leasing's maintenance and storage costs and expenses.  
It will further increase the likelihood that ATA and its estate
may realize future value from its membership interest in BATA
Leasing.

ATA Airlines believes that its consent to the proposed sales by
the execution of a Consent is an ordinary course of business
transaction authorized by Section 363(c)(1) of the Bankruptcy
Code.  ATA Airlines asks the Court to affirm that its consent is
an ordinary course business transaction.

In the alternative, ATA Airlines seeks the Court's authority to
execute the Consent and approve the proposed sales.  

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th   
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from
Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco
to over 40 business and vacation destinations.  Stock of parent
company, ATA Holdings Corp., is traded on the Nasdaq Stock
Exchange.  The Company and its debtor-affiliates filed for chapter
11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-
19866, 04-19868 through 04-19874).  Terry E. Hall, Esq., at Baker
& Daniels, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $745,159,000 in total assets and $940,521,000 in total
debts.  (ATA Airlines Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Asks Court to OK Proposed Sale Procedures
-----------------------------------------------------------------
The Diocese of Tucson's Plan of Reorganization defines "Diocese
Real Property" as the real property owned by the Diocese:

   * in fee simple;

   * for which the Diocese has both legal and equitable title;

   * which is part of the temporal goods of the Diocese as a
     juridic person under Canon Law;

   * which the Diocese is not holding in trust for any other
     Person; and

   * which is not otherwise used for Diocesan purposes.

Susan Boswell, Esq., at Quarles & Brady Streich Lang, LLP, in
Tucson, Arizona, relates that the Diocese Real Property consists
of approximately 88 parcels of vacant land totaling more than 397
acres designated by the Diocese for future parish sites and
certain excess real property not otherwise utilized for Diocesan
purposes but, excluding, any Parish Real Property.  The 88 parcels
are spread out over Apache, Cochise, Greenlee, Mohave, Navajo,
Pima, Pinal, and Santa Cruz Counties.  The parcels vary in nature
and value.

The United States Bankruptcy Court for the District of Oregon has
previously approved Tucson's retention of Tucson Realty & Trust
Co. as the brokers to sell the Diocese Real Property.  Tucson
Realty has been actively marketing the Diocese Real Property.

Tucson's Plan calls for the establishment of Settlement Trust and
Litigation Trust to be funded on the effective date from various
sources including:

   (a) $3,200,000, or a lesser amount if all of the Diocese Real
       Property have not been sold by the Effective Date, to be
       paid by Tucson on the Effective Date;

   (b) after the Effective Date, the proceeds from the sale of
       the Diocese Real Property if all parcels of Diocese Real
       Property have not been sold on or before the Effective
       date;

   (c) payments from the Participating Third Parties;

   (d) payments from the Settling Insurers; and

   (e) Insurance Action recoveries allocated to the Fund or an
       assignment of all of part of the Insurance Actions.

               Debtor Propose to Auction Properties

To be able to meaningfully fund the Plan, the Diocese needs to be
substantially completed with the sales process of the Diocese Real
Property prior to the Effective Date.

Tucson Realty has advised the Diocese that the Diocese can
maximize the value of the Diocese Real Property and sell all or
most of it at one time, if it conducts an auction of the Real
Property on a single date and in accordance with certain sales
procedures.

By this motion, Tucson asks Judge Marlar to approve the proposed
sales procedures and marketing program:

     Seller:      The Diocese of Tucson

     Broker:      Tucson Realty & Trust Accelerated Marketing
                  Group

     Fee
     Structure:   10% of the, Gross Selling Price

     Buyer's
     Premium:     A 10% buyer's premium will be paid by buyer to
                  seller to recover the full commission fee

     Cooperating
     Broker
     Commission:  A cooperating third party broker will be paid
                  2%2 of the high bid price

     Financing:   All Cash, no contingency

     Type of
     Auction:     Open Outcry, Absolute and Minimum Bid

Tucson will sell Diocese Real Property pursuant to Section 363(f)
of the Bankruptcy Code, free and clear of all liens, claims,
interests and encumbrances.  After the auction has been conducted
and the bids awarded, the Diocese contemplates that the Court will
enter an order confirming the sale to the successful bidder
pursuant to Section 363.

                   Open Outcry Absolute Auction

Ms. Boswell relates that the Diocese intends to conduct an open
outcry absolute auction without reserve for some of the parcels.  
Open outcry means live bidding.  Absolute and without reserve
means that there is no reserve or minimum bid, and that the
Diocese Real Property is sold to the highest bidder regardless of
price.

Full due diligence will be supplied and all questions are answered
before the bidding starts.  Therefore, there is no need for any
contingencies for due diligence.  Also, since all bidders will be
on the same footing as to due diligence, then all bidders come to
the process with the same amount of knowledge.

At the drop of the gavel, the winning bidder signs the seller's
hard money contract.  Having the auction without reserve is the
strongest calling card because buyers can justify their time and
efforts to inspect, bid and buy knowing there is not a question
the Diocese Real Property will be sold.  The Diocese will consult
with Tucson Realty to determine which of the parcel of the
Diocese Real Property should be sold without reserve.

                     Minimum Bid Sale Format

Some of the properties will be sold in a minimum bid sale format
because of their unique nature and value which means that the
Diocese Real Property will be sold in an open outcry formant at a
price equal to or greater than the published minimum bid price.  
Again, the Diocese will consult with Tucson Realty to determine
which Properties should be sold in a minimum bid sale format.

                        Sealed Bid Program

Certain Diocese Real Properties, because of unique issues related
to those properties, may be better sold in a sealed bid program.  
In this procedure, all due diligence will have been made available
to interested parties prior to the sale.  Rather than conduct an
open outcry auction, sealed bids will be submitted and the Diocese
will recommend to the Court the bid to be accepted.

               Auction Will be Held at Neutral Site

The Diocese anticipates a large number of bidders because of the
number of parcels, the varying types of properties, and the open
outcry format.  The Diocese also anticipates that the Auction will
take most of one day.  Because of the anticipated length of the
auction, the number of properties to be sold and the sheer number
of anticipated bidders, the Diocese seek the Court's permission
for the auction to be conducted at a neutral site like a hotel,
and not the Court.  The Court can attend the auction and
participate in the conduct of the auction if the Court deems that
necessary or desirable, Ms. Boswell says.

                     The Marketing Program

Due to the open outcry format, the Diocese Real Properties will be
heavily marketed for six to eight weeks prior to the event.  
Tucson will use the Accelerated Marketing Group of Tucson Realty
to market the Diocese Real Property.

The auction will be marketed over six to eight weeks using all
appropriate print, broadcast, consumer, business and trade news
media via a program of press releases, informational background
kits, interviews, personal follow up, writing and placing option-
editorial columns, editorial board visits, and paid distribution
services to deliver.  The program is to be local and regional in
scope, concentrating on the most influential media in Tucson,
Phoenix, and Southern California.

The advertising campaign will be a six-week program, heavily
weighted on the first three weeks, and which will end three days
prior to the actual auction date with regional radio.  In addition
to advertising, there will be a direct mailing of promotional
information to different buyer types, including developers, land
improvement companies, environmental agencies, real estate
brokerage companies, accountants and lawyers.

Tucson Realty's Accelerated Marketing Group will conduct a
telemarketing campaign to introduce potential purchasers to the
upcoming sale, alert them to scheduled advertising, and provide
information concerning due diligence.  The entire telemarketing
program is geared so as to establish credibility in the minds of
prospective purchasers that the Dioceses means to sell and that
they will be bidding against someone else, not the Diocese or the
auctioneer.

Tucson believes that Tucson Realty and its Accelerated Marketing
Group are uniquely suited to undertake the sale.  They have a
database of potential purchasers that they have accumulated over
the years.  Furthermore, Accelerated Marketing Group has
substantial expertise in conducting these types of sales for
debtors, financial institutions and other sellers.

The marketing program will cost $48,500 and will be subject to a
budget, Ms. Boswell says.  

A full-text copy of the proposed budget, marketing outline and
schedule is available for free at:

  http://bankrupt.com/misc/marketing_program_&_budget.pdf

Tucson asks Judge Marlar for authority to pay the costs of the
Marketing Program.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.   
Thomas W. Stilley, Esq. and William N. Stiles, Esq. of Sussman
Shank LLP represent the Portland Archdiocese in its restructuring
efforts.  Portland's Schedules of Assets and Liabilities filed
with the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities. (Catholic
Church Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CHIQUITA BRANDS: Schedules Annual Shareholders Meeting on May 26
----------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) will hold its
Annual Meeting of Shareholders on May 26, 2005, at the Hilton
Cincinnati Netherland Plaza.  The record date for determining
shareholders entitled to vote at the meeting will be April 1,
2005.  The company will mail to shareholders of record in mid-
April a notice of the meeting and related proxy materials.

                        About the Company

Chiquita Brands International -- http://www.chiquita.com/-- is a  
leading international marketer, producer and distributor of high-
quality bananas and other fresh produce, which are sold under the
premium Chiquita(R) brand.  The company is one of the largest
banana producers in the world and a major supplier of bananas in
Europe and North America.  The company also distributes and
markets fresh-cut fruit and other branded, value-added fruit
products.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Moody's Investors Service placed the B1 senior implied and
B2 senior unsecured debt ratings of Chiquita Brands International,
Inc., under review for possible downgrade following the company's
announcement that it intends to acquire the "Fresh Express" unit
of Performance Food Group Company for $855 million in cash.

The ratings placed under review for possible downgrade are:

   i) Senior implied rating at B1

  ii) $250 million senior unsecured global notes, due 2014 at B2

iii) Senior unsecured issuer rating at B2.


CORNELL COS: Credit Profile Concerns Spur S&P to Review Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating, as well as its 'B-' senior unsecured debt rating on
corrections, treatment, and educational services provider Cornell
Companies Inc. on CreditWatch with negative implications.

The Houston, Texas-based firm had about $290 million of debt
outstanding at Dec. 31, 2004.

"The CreditWatch placement reflects Standard & Poor's increased
concerns about the company's credit profile amid management
turnover," said Standard & Poor's credit analyst Jean C. Stout.

"We are also unsure if new management's decision to focus on
increasing shareholder value will heighten the company's
overall risk profile.  The CreditWatch listing further reflects
the company's pending litigation, including a proxy battle with a
15% shareholder to nominate a new slate of members to the
company's board of directors."

In addition, the company's 2004 financial profile weakened despite
a 10% increase in revenues.  EBITDA margin was pressured as a
result of a significant year-over-year increase in program
pre-opening and start-up expenses, higher professional fees, and
an insurance claim charge, which reflects uncertainty about the
company insurance carrier's ability to perform.  As a result of
these factors, leverage increased to 6.4x for the 12 months ended
Dec. 31, 2004, as compared to 6x for the 12 months ended
Sept. 30, 2004.  

In addition, the closure of several programs, as well as the
company's decision to streamline its organizational structure,
will not only result in cash charges during 2005 but also likely
challenge the company's ability to significantly improve its
financial results during 2005.

Before resolving the CreditWatch listing, Standard & Poor's will
meet with management to discuss its strategies to improve
shareholder value and these strategies' implications on Cornell's
financial profile.


COVANTA ENERGY: Three Units Have Until July 14 to File Ch. 11 Plan
------------------------------------------------------------------
As previously reported, the three remaining Debtors -- Covanta
Warren Energy Resource Co., LP, Covanta Warren Holdings I, Inc.,
and Covanta Warren Holdings II, Inc. -- ask the United States
Bankruptcy Court for the Southern District of New York to extend
their exclusive periods to file a plan or plans of reorganization
and solicit acceptances of that plan.

The Court rules that the three Remaining Debtors -- Covanta
Warren Energy Resource Co., LP, Covanta Warren Holdings I, Inc.,
and Covanta Warren Holdings II, Inc. -- will have the exclusive
right to file a Plan of Reorganization until July 14, 2005, and
the exclusive right to solicit acceptances of that Plan until
September 14, 2005.

Judge Blackshear holds that the Order will be without prejudice to
the rights of the Remaining Debtors or other parties-in-interest
to seek further extensions or reductions of the Exclusive Periods.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/--is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 75;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CS FIRST BOSTON: Moody's Reviewing Ratings on Classes 1-B3 & 1-B4
-----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade and downgrade five certificates from a transaction, issued
by CS First Boston Mortgage Securities Corp.  The transaction is a
resecuritization backed by other residential mortgage backed
securities.

The Class 1-M1, 1-M2 and 1-M3 certificates from Series 1997-1R are
being placed on review for upgrade based on the level of credit
enhancement provided by the subordinated classes.  The Class 1-B3
and 1-B4 are being placed on review for downgrade based on the
weak performance of the underlying security and reduced credit
enhancement level relative to the current projected losses of the
underlying security.

Issuer: CS First Boston Mortgage Securities Corp

Review for Upgrade:

   * Series 1997-1R; Class 1-M1, current rating Aa3, under review
     for possible upgrade;

   * Series 1997-1R; Class 1-M2, current rating A2, under review
     for possible upgrade;

   * Series 1997-1R; Class 1-M3, current rating A3, under review
     for possible upgrade.

Review for Downgrade:

   * Series 1997-1R; Class 1-B3, current rating B2, under review
     for possible downgrade;

   * Series 1997-1R; Class 1-B4, current rating B3, under review
     for possible downgrade.


DEAN FOODS: WhiteWave Foods President Steve Demos Resigns
---------------------------------------------------------
Dean Foods Company (NYSE: DF) disclosed the resignation of Steve
Demos from his position as President of the Company's WhiteWave
Foods division to pursue other interests.  Dean Foods Chairman and
Chief Executive Officer, Gregg Engles, will assume direct
leadership over WhiteWave Foods on an interim basis.

"Steve is a gifted entrepreneur and visionary," said Mr. Engles.
"He built Silk into a formidable brand and has been instrumental
in building our branded business platform.  We are very grateful
for his many contributions to Dean Foods."

"We have assembled a strong team of talented and experienced
professionals at the new WhiteWave Foods.  To lead this team, we
will hire a seasoned leader with deep consumer packaged goods
expertise and with the necessary passion to take the business to
even higher levels of success.  Momentum in our WhiteWave Foods
division has been strong, and we expect this to continue as we
build the platform for the future."

Dean Foods has retained James Mead & Company, a leading consumer
packaged goods executive recruiting firm, to assist in the search
for a new President of WhiteWave Foods.

WhiteWave is the nation's leading manufacturer of soymilk, organic
milk and other organic foods.  The division produces approximately
$1.2 billion in annual revenue through its brands, including Silk,
Horizon Organic, International Delight and Land O'Lakes.

Separately, Dean Foods reaffirmed its quarterly and full year
guidance for 2005, with consolidated adjusted earnings per share,
including the Specialty segment, expected to be in the range of
$0.41 to $0.43 for the first quarter and between $2.20 and $2.30
for the full year.

                        About the Company

Dean Foods Company is one of the leading food and beverage
companies in the United States.  Its Dairy Group division is the
largest processor and distributor of milk and other dairy products
in the country, with an extensive refrigerated direct-store-
delivery network.  Through its WhiteWave and Horizon Organic
brands, Dean Foods Company also owns the nation's leading soymilk
and organic milk brands.  The company's Specialty Foods Group is a
leading manufacturer of private label pickles and non-dairy
powdered coffee creamers.  Dean Foods Company and its subsidiaries
operate approximately 120 plants in 36 U.S. states, Spain,
Portugal and the United Kingdom, and employ approximately 29,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2005,
Fitch Ratings has affirmed the ratings for Dean Foods Company
following the announcement that Dean will pursue a tax-free
spin-off of its Specialty Foods Group to Dean shareholders.  Fitch
rates Dean:

     -- Senior secured credit facility 'BBB-';
     -- Senior unsecured notes 'BB'.
     -- Rating Outlook Positive.

As of Sept. 30, 2004, Dean had approximately $3.3 billion of debt.
For the latest 12 months ended Sept. 30, 2004, Dean's total debt-
to-earnings before interest taxes depreciation and amortization -
EBITDA -- was 3.8 times, its EBITDA-to-interest incurred was 5.0x,
and its net cash from operating activities-to-total debt was
13.6%.


DECISIONONE: Files Pre-Packaged Chapter 11 Plan in Delaware
-----------------------------------------------------------
DecisionOne Corporation filed a "pre-packaged" Chapter 11 plan to
restructure and substantially reduce the Company's debt,
strengthen its balance sheet and improve its liquidity.  The
filing involves a pre-packaged plan with 98% of the Company's
investors agreeing to exchange their debt for equity and a
substantially reduced level of new debt in a restructured
DecisionOne.

The plan was filed with the United States Bankruptcy Court of
Delaware.  The Company anticipates emerging from Chapter 11 by
early May 2005.

DecisionOne will continue normal business operations during the
restructuring process.  All services provided to customers are
expected to remain on a "business as usual" basis.

"During the last few years, DecisionOne has implemented
operational and performance enhancements that have helped us enter
new markets, expand our capabilities and improve our customer
service and responsiveness," said George De Sola, Chairman and CEO
of DecisionOne.  "[The] pre-packaged filing will provide
DecisionOne with the solid financial base needed to achieve long-
term growth and success.  I appreciate the support of our
investors and their confidence in the Company's value, business
proposition and potential."

"This filing does not change our top priority -- providing high
quality service, responsiveness and solutions to our customers,"
added Mr. De Sola, "Our business is solid and there is great
support and enthusiasm for DecisionOne in the marketplace. We are
confident that the restructuring will enhance value for all of our
stakeholders by providing the financial flexibility to make
significant investments in our people and operations, drive growth
and leverage new opportunities in the marketplace."

                         About DecisionOne

Headquartered in the Philadelphia suburb of Frazer, Pennsylvania,
DecisionOne serves leading companies and government agencies with
tailored information technology support services that maximize the
return on technology investments, minimize capital and
infrastructure costs and optimize operational effectiveness. With
more than 5,000 technology professionals, an extensive,
geographically distributed network of service locations, and
comprehensive OneSource solutions, DecisionOne provides the
coverage, availability and response to satisfy the technology
support needs of its clients' employees and customers. More
information on DecisionOne services can be found on the company's
Web site at http://www.decisionone.com/ The Company filed for  
chapter 11 protection on March 15, 2005 (Bankr. D. Del. Case No.
05-10723).  Mark D. Collins, Esq., and Rebecca L. Booth, Esq., at
Richards Layton & Finger, P.A., and Michael A. Bloom, Esq., and
Joel S. Solomon, Esq., at Morgan, Lewis & Bockius LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated more than
$100 million in assets and debts.


DECISIONONE CORP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: DecisionOne Corporation
        50 East Swedesford Road
        Frazer, Pennsylvania 19355

Bankruptcy Case No.: 05-10723

Type of Business: The Debtor provides hardware and software
                  installation, maintenance, repair, and support
                  services to a diverse spectrum of traditional
                  desktop, mid-range, data center, and other
                  emerging digital technology customers.  The
                  Debtor's customer base includes end-user
                  corporations, network service providers,
                  original equipment manufacturers, and IT
                  outsourcers, integrators, and resellers,
                  including Fortune 1000 and 2000 firms, and
                  government agencies throughout the United
                  States and Canada.
                  See http://www.decisiononecorporate.com/

Chapter 11 Petition Date: March 15, 2005

Court:  District of Delaware

Judge:  Peter J. Walsh

Debtor's Counsel: Mark D. Collins, Esq.
                  Rebecca L. Booth, Esq.
                  Richards Layton & Finger, P.A.
                  One Rodney Square
                  PO Box 551
                  Wilmington, Delaware 19899
                  Tel: (302) 651-7531
                  Fax: (302) 651-7701

                        -- and --

                  Michael A. Bloom, Esq.
                  Joel S. Solomon, Esq.
                  Morgan, Lewis & Bockius LLP
                  1701 Market Street
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 963-5000

Debtor's
Financial
Advisor:          Houlihan, Lokey, Howard & Zukin
                  245 Park Avenue
                  New York, New York 10167

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Peoplesoft                       Trade Debt             $565,314
Department Ch. 10699
Palatine, IL 60055-0699
Attn: Jeff
Tel: (610) 260-9000 ext. 6065
Fax: (708) 409-7802

AT&T                             Trade Debt             $460,202
PO Box 9001307
Louisville, KY 40290
Attn: Rita Reitmeyer
Tel: (908) 221-4191
Fax: (570) 220-3245

TAC Worldwide                    Trade Debt             $589,334
25 Pottery Lane
Dedham, MA 02026-2834
Attn: Gerry Pasquantonio
Tel: (781) 251-8846
Fax: (781) 251-8064

E-Telecare                       Trade Debt             $328,372
602 E. Huntington Drive, Suite H
Monrovia, CA 91016
Attn: Mabiar Borhanjoc
Tel: (632) 916-5670
Fax: (626) 256-7565

Oracle Corporation               Trade Debt             $319,684
PO Box 71028
Chicago, IL 60694-1028
Attn: Nancy Coquioco
Tel: (650) 506-1500
Fax: (312) 559-8402

Sun Microsystems                 Trade Debt             $203,011
c/o Bank of America
12120 Collection Center Drive
Chicago, IL 60693-1212
Attn: Legal Department
Tel: (650) 960-1300

Softchoice                       Trade Debt             $191,637
PO Box 18892
Newark, NJ 07191-8892
Attn: Colleen O'Brien

Sprint                           Trade Debt             $188,967
PO Box 1769
Newark, NJ 07101-1769
Attn: Legal Department

Aetna US Healthcare              Trade Debt             $172,294
Aetna Middletown
PO Box 70939
Chicago, IL 60673-0939
Attn: Brenna Allocca

American Express                 Trade Debt             $141,411
Travel Related Services
Company, Inc.
PO Box 36001
Fort Lauderdale, FL 33336-0001
Attn: BTA Customer Service Team

Reliance Standard Life           Trade Debt             $137,295
PO Box 8500-5000
Philadelphia, PA 19178-5000
Attn: Beth Luciondo

IBM Corporation                  Trade Debt             $110,185
Two Lincoln Centre, Sixth Floor
Oakbrook Terrace, IL 60181
Attn: John M. Goodwin

Hotel Sofitel Philadephia        Trade Debt              $80,481
120 South 17th Street
Philadelphia, PA 19103
Attn: Legal Department

Insource, Inc.                   Trade Debt              $74,890
500 North Gulph Road, Suite 240
King of Prussia, PA 19406
Attn: Scott Keefer

AT&T Connectivity Solutions      Trade Debt              $69,755
PO Box 406553
Atlanta, GA 30384
Attn: Gail Wicker

Coliant Solutions                Trade Debt              $58,290
2499 Ivy Plantation Drive
Suite 100
Buford, GA 30519
Attn: Tom Fernandes

Seven Seven Softwares            Trade Debt              $57,060
217 East Main Street
Rockaway, NJ 07866
Attn: Peter Abastillas

Data Link                        Trade Debt              $53,048
23475 Columbus Road
Columbus, NJ 08022
Attn: Steve Gifford

Paxar America                    Trade Debt              $52,206
PO Box 116779
Atlanta, GA 30368-6779
Attn: Pat Jenkins

Chester County Treasurer         Taxes                   $49,967
A/O First National Bank
PO Box 504
West Chester, PA 19381


DECISIONONE: Wells Fargo Extends $25 Million DIP Financing Pact
---------------------------------------------------------------
In conjunction with its pre-packaged chapter 11 filing yesterday,
DecisionOne secured $25 million in debtor-in-possession financing
from its existing lender, Wells Fargo Foothill.  Following court
approval, the DIP, combined with the Company's cash position, will
ensure that DecisionOne has adequate working capital to meet
its ongoing obligations during the restructuring.

                         About DecisionOne

Headquartered in the Philadelphia suburb of Frazer, Pennsylvania,
DecisionOne serves leading companies and government agencies with
tailored information technology support services that maximize the
return on technology investments, minimize capital and
infrastructure costs and optimize operational effectiveness. With
more than 5,000 technology professionals, an extensive,
geographically distributed network of service locations, and
comprehensive OneSource solutions, DecisionOne provides the
coverage, availability and response to satisfy the technology
support needs of its clients' employees and customers. More
information on DecisionOne services can be found on the company's
Web site at http://www.decisionone.com/ The Company filed for  
chapter 11 protection on March 15, 2005 (Bankr. D. Del. Case No.
05-10723).  Mark D. Collins, Esq., and Rebecca L. Booth, Esq., at
Richards Layton & Finger, P.A., and Michael A. Bloom, Esq., and
Joel S. Solomon, Esq., at Morgan, Lewis & Bockius LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated more than
$100 million in assets and debts.


DORIAN GROUP: List of 20 Largest Unsecured Creditors
----------------------------------------------------
The Dorian Group, Ltd., released a list of its 20 Largest
Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
GE Capital Small Business                               $335,202
Finance Corporation
635 Maryville Centre Drive
Saint Louis, MO 63141

US SBA                                                  $164,166
2120 Riverfront Drive, Suite 100
Little Rock, AR 72202

Christopher R. Whent                                     $66,342
270 Madison Avenue, Suite 1410
New York, NY 10016

Lemery Greisler LLC                                      $64,129
10 Railroad Place
Saratoga Springs, NY 12866

Kimberly Smith Company                                   $38,376
845 Greenhorn Boulevard
Schenectady, NY 12303

Mary Anne Ballard                                        $36,964
1406 South Lake George Drive
Mishawaka, IN 46545

City of Troy                                             $26,653
City Hall
One Monument Square
Troy, NY 12180

Brian C. Peters                                          $25,965
89 Reservoir Street
Cohoe, NY 12047

GE Capital Corporation                                   $19,291
PO Box 802585
Chicago, IL 60680

Edwin Lawrence                                           $17,457
220 Gage Street
Bennington, VT 05201

Lee Knuth                                                $16,359

Urbach Kahn & Werlin PC                                  $13,302

Sterling National Bank           Lease                   $12,443

Schwabbe, Williamson & Wyatt                             $11,025

P & R Rome Family Trust          Lease                   $10,879

GE Capital Corporation           Lease                   $10,154

Key Equipment Finance            Lease                    $9,764

US Optical Disc, Inc.                                     $9,055

Jaro Median Gmbh                                          $8,102

Baltimore Consort                                         $7,000


Headquartered in Troy, New York, The Dorian Group, Ltd. --
http://www.dorian.com/-- produces and releases audiophile-
quality recordings of fine classical and acoustic traditional
music for nearly 16 years.  Dorian Group filed for chapter 11
protection on Jan. 5, 2005 (Bankr. N.D.N.Y. Case No. 05-10056).  
Robert J. Rock, Esq., at Law Office of Robert J. Rock represents
the Debtor in its restructuring efforts.  When the company filed
for protection from its creditors, it estimated assets between
$10 million to $50 million and debts between $1 million to
$10 million.


DUVAL OF GEORGIA: Case Summary & 22 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Duval of Georgia, Inc.
        4527 S. Old Peachtree Road
        Norcross, Georgia 30071
        
Bankruptcy Case No.: 05-64667

Type of Business: The Debtor manufactures machinery parts.

Chapter 11 Petition Date: March 11, 2005

Court: Northern District of Georgia (Atlanta)

Judge: Judge James Massey

Debtor's Counsel: Shayna M. Steinfeld, Esq.
                  Steinfeld & Steinfeld
                  P.O. Box 49446
                  Atlanta, GA 30359
                  Tel: (404) 636-7786
                  Fax: (404) 636-5486

Total Assets: $4,323,027

Total Debts: $3,213,315

Debtor's 22 Largest Unsecured Creditors:

   Entity                                             Claim Amount
   ------                                             ------------
Q41, Inc.                                                 $384,000
1925 W. John
Carpenter Fwy, Suite 550
Irving, TX 75063

June M. Duval                                             $209,000
4527 Ridgegate Dr.
Duluth, GA 30097

June M. Duval                                             $209,000
4527 Ridgegate Dr.
Duluth, GA 30097

Marilyn Childress                                          $84,430
4363 S. Berkeley Lake Rd.
Norcross, GA 30096


Marilyn Childress                                          $84,430
4363 S. Berkeley Lake Rd.
Norcross, GA 30096

Pro Tech Metal                                             $41,230
Finishing
120 Tellico Port Rd.
Niles Ferry Ind. Park
Vonore, TN 37885

Neal Childress                                             $30,000
3105 Conrad Dr.
Lawrenceville, GA 30044

Meeks Prototyping Co.                                      $22,843
481 S. Jackson St.
Hartwell, GA 30643

Bank America                                               $22,000
PO Box 53155
Phoenix, AZ 85072

St. Paul Travelers                                         $20,984
PO Box 42527
Philadelphia, PA 19101

Marilyn Childress                                          $19,000
4363 S. Berkeley Lake Rd.
Norcross, GA 30096

United Healthcare                                          $13,832
8 Box 41738
Philadelphia, PA 19101

Ryerson Tull                                               $12,653
4400 Peachtree Ind. Blvd.
Norcross, GA 30091

New House Prod. Inc.                                       $11,164
560 Tift St. SW
Atlanta, GA 30310

Powell & Booth, PC                                         $11,022
12 Lenox Pointe, NE
Atlanta, GA 30324

Capitol One                                                $11,000
PO Box 85015
Richmond, VA 23285

American Express                                           $10,800
Customer Services
777 American Expressway
Ft. Lauderdale, FL 33337

FANUC USA Corp.                                             $8,781
1331 Greenleaf
Elk Grove Village, IL 60007

Michael C. Murphy,Esq.                                      $8,000
Suite 300
390 W. Crogan Street
Lawrenceville, GA 30045

Providian                                                   $7,659
PO Box 660548
Dallas, TX 75266

MSC Ind. Supply Co.                                         $7,272
PO Box 9072
Melville, NY 11747

MC Master Carr Supply                                       $6,976
6100 Fulton Ind. Blvd.
Atlanta, GA 30336


ENRON: Ore. Regulators Won't OK TX Pacific's Portland General Sale
------------------------------------------------------------------
The Oregon Public Utility Commission unanimously denied the
application by the Texas Pacific Group to buy Portland General
Electric.

The Commissions findings and conclusions are set forth in a
76-page order (No. UM 1121) posted at http://www.puc.state.or.us/

"The potential harms or risks to PGE customers from the deal
outweigh the potential benefits," said Commission Chair Lee
Beyer.  "Based on the evidence presented to us, we found that PGE
customers would not be better off in terms of rates and service
than they would with PGE as a separate, stand-alone company.

The Commission cited a large debt burden and short-term ownership
as the major sources of risk while discounting the benefits of the
deal alleged by TPG.

The large amount of debt to finance the purchase is the "primary
source" of potential harm to PGE's customers, the Commission order
stated.  "It is the single biggest source of risk," said
Commissioner John Savage.

"The high debt percentage would likely result in lower credit
ratings for PGE than it would in the absence of this transaction,"
states the order.  Lower credit ratings for PGE could translate
into higher future rates for customers.

The Commission also singled out the lack of an investment grade
rating for Oregon Electric debt.  "This increases the likelihood
that PGE may need to engage in imprudent cost-cutting and reduced
capital investment if earnings drop," the Commission wrote in its
order.

The Commissioners also found that TPG's intention to resell PGE
within 12 years may lead to harm for customers.  "While we did not
agree with the parties' assertions that TPG would slash costs, we
could not dismiss all the risks associated with short-term
ownership," said Commissioner John Savage.

The Commission expressed concern that TPG may fail to increase
operations and maintenance spending where necessary and might not
make discretionary investment that could benefit customers.  These
types of decisions would likely be more pronounced once TGP
decides to sell PGE.

The Commission dismissed parties' concerns about harm from the
lack of access to information from TPG about PGE's operation.
"We would have the authority to get the necessary information
directly from TPG that is related to PGE's rates and service,"
said Mr. Beyer.

The Commission discounted or dismissed the benefits claimed by
TPG.

TPG offered a customer rate credit of $43 million, spread over 5
years beginning in 2007.  But the Commission heavily discounted
this benefit because TPG's proposal allowed it to be offset by any
cost savings found in a future rate case.

"There will be some cost savings identified in the next rate case
even if TPG doesn't buy PGE," noted Commissioner Ray Baum, "so a
rate credit with this kind of offset isn't worth very much."  The
Commission was also troubled by TPG's failure to identify the
basis for the $43 million rate credit.

As part of the deal with TPG, Enron would provide some protection
for customers from certain PGE and Enron liabilities.

For example, Enron would pay as much as $1.25 billion to cover
PGE's share of any losses related to lawsuits about Enron's
handling of its taxes and benefits.  The Commission concluded
that Enron would most likely provide this protection to PGE and
its customers under any circumstances.

Enron would also pay as much as $94 million for losses from
lawsuits over PGE's activities, but the Commission discounted
this benefit because customers may not pick up those liabilities
anyway.

The Commission found no basis for TPG's claims of a benefit to PGE
customers from local board control and the end of Enron ownership.

Oregon Electric committed to seating five Oregonians on PGE's
Board of Directors as a way to "bring greater sensitivity to local
issues."  The Commission noted that "PGE currently has a local
focus."

The Commission also found "the end of Enron ownership will occur
without this transaction.  The question is whether the immediate
end of Enron's ownership is a customer benefit. Today PGE is not a
distressed company, either financially or operationally."

To evaluate the proposed transaction, the Commission compared
TPG's proposal to a future in which PGE operates as a separate,
stand-alone utility.

"With Enron's current hands-off approach, PGE is, essentially,
acting as a stand-alone utility", the Commission wrote in its
order, "There is little to suggest that PGE would operate
differently" if PGE's stock is distributed under Enron's
bankruptcy plan.

"PGE is operating well today, and we expect it to continue
operating well," said Commissioner Beyer. "That was our base
case."

The Commission did not consider the purchase of PGE by the City of
Portland or another public entity. "No proposal was presented for
us to consider," said Commissioner Beyer.

The Commission offered no recommended conditions to eliminate the
risks posed by the deal.

Commissioner Baum said that after considering this possibility,
the Commission felt that the conditions are so interrelated that
"we could not address them without substantially rewriting the
application. That's not the Commission role," he said.

"Customers will not see any change in service as a result of
[this] action," said Chairman Beyer. "The lights will stay on
and rates won't change."

There are several possibilities for ownership of PGE in the
future.

         * TPG could revise its application to address the
           Commission's concerns.  A revised application would be
           subject to public review.

         * PGE's stock could be distributed to Enron's creditors
           under the bankruptcy plan.

         * Another private company could buy PGE from Enron, a
           transaction that would be subject to Commission review.

         * A public entity could acquire PGE from Enron. The
           Commission may have no role in a public purchase.

         * Applicant could request reconsideration or appeal to
           Circuit Court.

Oregon Electric, a holding company created by Texas Pacific Group
and local investors, proposed to purchase PGE for approximately
$1.4 Billion.  Oregon Electric would assume PGE existing debt of
about $1.1 billion.  The deal proposes that Oregon Electric and
PGE combined will have approximately $1.7 billion in combined
debt.  Revenue from sales to PGE customers is the source of funds
to finance the debt.

In April 2004, the Commission held five Open House Events and two
Town Halls in PGE's service territory for customers, stakeholders,
and the general public to share their views on the proposed sale.  
The Commission also provided an online comment form on its
website.

The case attracted an unusually high number of parties -- 47 --
including Commission staff that represented Oregon citizens.  
These include the Citizens' Utility Board, Industrial Customers
of Northwest Utilities, Associated Oregon Industries and the City
of Portland, to name a few.

The Commission received 889 comments from the general public, 784
of the comments came via the Internet.

PGE serves about 755,000 customers in the northern Willamette
Valley including Portland and most of Salem.

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)


ENRON CORP: Sierra Says New FERC Order to Strengthen Dispute
------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) said that an order issued by
the Federal Energy Regulatory Commission (FERC) on Friday,
March 11, 2005, has positive implications with respect to an
ongoing dispute between Sierra's two Nevada utilities and Enron
Power Marketing Inc. over more than $300 million in terminated
power contracts.

The company said the FERC order clearly asserts the commission's
regulatory authority in a proceeding involving its subsidiaries,
Nevada Power Company and Sierra Pacific Power Company, along with
Snohomish (Washington) Public Utility District and several other
utilities.  In its order clarifying issues to be covered in a FERC
trial scheduled to begin on June 13, 2005, the commission said,
"Enron's profits under the terminated (forward power) contracts
fall within the scope of this proceeding."

One part of Sierra Pacific Resources' dispute with Enron is
currently before the Bankruptcy Court for the Southern District of
New York with a trial scheduled to begin on April 18, 2005.

Walter Higgins, chairman and chief executive officer of Sierra
Pacific Resources, said, "We believe this ruling by FERC supports
our continuing efforts to convince the bankruptcy court hearing
Enron's termination case that the federal agency governing the
power marketplace is the appropriate venue to resolve any claims.  
The entirety of our contractual relationship with Enron was based
on Enron's fraud, deceit and violation of FERC tariffs, rules and
regulations.  Since the Western energy crisis of 2000-2001,
evidence of Enron's wrongful and oftentimes criminal actions
continues to mount."

The FERC "Order of Clarification" issued Friday was in response to
a motion filed, not only to the parties directly involved in the
case, but also joined by the Nevada Attorney General's Bureau of
Consumer Protection, the Public Utilities Commission of Nevada,
and the Attorney General of the State of Washington.

Mr. Higgins added, "Compelling evidence of Enron's many fraudulent
actions has been submitted to FERC and this ruling should help
ensure that Enron will not be allowed to capture unjust profits
through its wrongful termination of contracts from which it never
even delivered the power.  Any payment on such contracts would
represent pure and unjust profit for Enron."

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California.  Sierra Pacific Power
Company also distributes natural gas in the Reno-Sparks area of
northern Nevada. Other subsidiaries include the Tuscarora Gas
Pipeline Company, which owns 50 percent interest in an interstate
natural gas transmission partnership.

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.


FIBERMARK, INC.: Thursday's Confirmation Hearing Won't Go Forward
-----------------------------------------------------------------
FiberMark, Inc. (OTCBB: FMKIQ) says it notified the U.S.
Bankruptcy Court that it will not proceed with the hearing to
confirm its Plan of Reorganization previously scheduled to take
place on tomorrow, March 17, 2005, because its three largest top
bondholders remain unable to agree among themselves on certain
Plan-related corporate control and governance issues.

FiberMark and its advisors say they will continue their efforts to
facilitate an agreement among the three bondholders as they seek
to negotiate mutually acceptable terms related to the New Common
Stock and the New Notes associated with the Plan.  As previously
indicated, the disagreements in question are not between the
company and the bondholders but among the bondholders themselves.

FiberMark is also assessing various alternatives, including
withdrawing the Plan, modifying certain aspects of the Plan and
other alternatives that would enable the company to complete its
financial reorganization and emerge from chapter 11. The company
intends to determine which of the alternatives it will pursue as
soon as practicable, unless agreement is reached among these
bondholders in the very near future. Should these bondholders
reach agreement, the company would seek a confirmation hearing
date as soon as possible.

FiberMark, headquartered in Brattleboro, Vt., is a leading
producer of specialty fiber-based materials meeting industrial and
consumer needs worldwide, operating 11 facilities in the eastern
United States and Europe. Products include filter media for
transportation and vacuum cleaner bags; base materials for
specialty tapes, electrical and graphic arts applications;
wallpaper, building materials and sandpaper; and cover/decorative
materials for office and school supplies, publishing, printing and
premium packaging.

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


HANOVER DIRECT: Charles Blue Resigns as Chief Financial Officer
---------------------------------------------------------------
Hanover Direct, Inc., (Pink Sheets: HNVD) disclosed the
resignation of Charles E. Blue, the Company's Chief Financial
Officer, effective March 8, 2005.  Wayne P. Garten, the Company's
Chief Executive Officer, was appointed as the Company's acting
Chief Financial Officer until a replacement Chief Financial
Officer is appointed by the Board of Directors.  The Company
anticipates that a new Chief Financial Officer will be appointed
shortly.

                        About the Company

Hanover Direct, Inc. (Pink Sheets: HNVD) and its business units
provide quality, branded merchandise through a portfolio of
catalogs and e-commerce platforms to consumers, as well as a
comprehensive range of Internet, e-commerce, and fulfillment
services to businesses.  The Company's catalog and Internet
portfolio of home fashions, apparel and gift brands include
Domestications, The Company Store, Company Kids, Silhouettes,
International Male, Undergear and Scandia Down.  Each brand can be
accessed on the Internet individually by name.  Keystone Internet
Services, LLC -- http://www.keystoneinternet.com/-- the Company's  
third party fulfillment operation, also provides the logistical,
IT and fulfillment needs of the Company's catalogs and web sites.  
Information on Hanover Direct, including each of its subsidiaries,
can be accessed on the Internet at http://www.hanoverdirect.com/

At June 26, 2004, Hanover Direct's balance sheet showed a  
$46,503,000 stockholders' deficit, compared to a $47,629,000
deficit at December 27, 2003.


HANOVER DIRECT: Independent Counsel Ends Financial Investigation
----------------------------------------------------------------
Hanover Direct, Inc.'s (Pink Sheets: HNVD) independent outside
counsel appointed by the Audit Committee of the Board of Directors
to investigate matters surrounding the previously disclosed
restatements of the Company's financial statements and other
accounting-related matters concluded its investigation and
delivered its report to the Audit Committee.  The Audit Committee,
with the assistance of independent outside counsel, delivered its
report to the Board of Directors.  The Audit Committee, again with
the assistance of independent outside counsel, is in the process
of formulating recommendations to the Company and the Board of
Directors concerning potential improvements in the Company's
internal controls and procedures for financial reporting, and the
Board of Directors is committed to ensuring that such improvements
are implemented in a timely manner.

The Company is finishing the preparation of the restatements of
its financial statements for the fiscal years ended Dec. 25, 1999,
Dec. 30, 2000, Dec. 29, 2001, Dec. 28, 2002, and Dec. 27, 2003,
and the fiscal quarters ended March 29, 2003, June 28, 2003,
Sept. 27, 2003, March 27, 2004 and June 26, 2004.  The Company is
also completing its financial statements and Form 10-Q for the
fiscal quarter ended Sept. 25, 2004, and its financial statements
and Form 10-K for the fiscal year ended Dec. 25, 2004.  The
Company intends to work closely with its outside auditors to
finalize these financial statements.

At this time, the Company does not believe that it will be in a
position to file its Form 10-K for the fiscal year ended Dec. 25,
2004 on a timely basis.  The Company intends to continue to
cooperate with the SEC in connection with its informal inquiry
concerning the Company's financial results and financial
reporting.

                        About the Company

Hanover Direct, Inc. (Pink Sheets: HNVD) and its business units
provide quality, branded merchandise through a portfolio of
catalogs and e-commerce platforms to consumers, as well as a
comprehensive range of Internet, e-commerce, and fulfillment
services to businesses.  The Company's catalog and Internet
portfolio of home fashions, apparel and gift brands include
Domestications, The Company Store, Company Kids, Silhouettes,
International Male, Undergear and Scandia Down.  Each brand can be
accessed on the Internet individually by name.  Keystone Internet
Services, LLC -- http://www.keystoneinternet.com/-- the Company's  
third party fulfillment operation, also provides the logistical,
IT and fulfillment needs of the Company's catalogs and web sites.  
Information on Hanover Direct, including each of its subsidiaries,
can be accessed on the Internet at http://www.hanoverdirect.com/

At June 26, 2004, Hanover Direct's balance sheet showed a  
$46,503,000 stockholders' deficit, compared to a $47,629,000  
deficit at December 27, 2003.


HOST MARRIOTT: Declares Tender Offer Yield for 8-3/8% Sr. Notes
---------------------------------------------------------------
Host Marriott, L.P., for whom Host Marriott Corporation (NYSE:
HMT) acts as sole general partner, has determined the tender offer
yield for the pending tender offer for its outstanding 8-3/8%
Series E Senior Notes due 2006 and related consent solicitation.  
The tender offer yield for bonds tendered and accepted will be
3.806%; which was determined as of 2:00 p.m., New York City time,
on March 14, 2005, by reference to a fixed spread of 0.50% over
the yield to maturity based on the bid side price of the U.S.
Treasury 1.875% Bond due Jan. 31, 2006.

Consideration for Notes tendered and not validly withdrawn before
the Consent Payment Deadline will be $1,040.59 per $1,000
principal amount of Notes, which includes a consent payment of
$30 per $1,000 principal amount of Notes validly tendered and not
validly withdrawn prior to 5:00 p.m.  New York City time on
March 16, 2005, unless extended.  The remaining pricing terms are
set forth in detail in the Offer to Purchase and Consent
Solicitation Statement dated March 3, 2005, and related documents.

Holders who validly tender Notes after the Consent Payment
Deadline but prior to 12:01 a.m., New York City time, on March 31,
2005, unless extended, will be eligible to receive the tender
offer consideration, which is equal to the Total Consideration
less the consent payment.  Payment in such case will be made
promptly after the Expiration Date.  Tendered Notes may be
withdrawn and related consents may be revoked at any time prior to
the Consent Payment Deadline.

The tender offer and consent solicitation are being made in
accordance with, and subject to, the terms stated in the Offer
Materials, which include information regarding the pricing, tender
and delivery procedures and conditions of the tender offer and
consent solicitation.  Copies of these documents can be obtained
by contacting D.F. King & Co., Inc., the information agent at
(800) 431-9643. Goldman, Sachs & Co., is the exclusive dealer
manager.  Additional information concerning the terms and
conditions of the tender offer and consent solicitation may be
obtained by contacting Goldman, Sachs & Co., toll-free at (800)
828-3182 or collect at (212) 357-8664.

                        About the Company  

Host Marriott Corporation owns 112 luxury and upscale, full-  
service hotels, predominantly in urban, airport, and resort  
locations in the U.S., Canada, and Mexico.  

                          *     *     *  

As reported in the Troubled Company Reporter on Sept. 17, 2004,  
Standard & Poor's Ratings Services assigned its 'B+' rating to the  
$575 million amended and restated credit facility of hotel owner  
Host Marriott Corp.  At the same time, Standard & Poor's affirmed  
its other ratings, including the 'B+' corporate credit rating on  
the company.  S&P says the outlook is stable.  


ICOS CORP: S&P Withdraws Ratings Due to Lack of Investor Interest
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew the ratings on
Bothell, Washington-based specialty pharmaceutical company ICOS
Corporation, citing a lack of investor interest.

As previously reported, Standard & Poor's Ratings Services
assigned its 'B-' corporate credit rating to emerging
pharmaceutical company ICOS Corporation.  At the same time,
Standard & Poor's assigned its 'CCC' subordinated debt rating to
ICOS' $279 million 2% convertible subordinated notes due 2023.


INAMED CORP: S&P Raises Corporate Credit Rating to BB from BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on medical products manufacturer Inamed Corporation to 'BB'
from 'BB-'.

At the same time, Standard & Poor's revised the rating on the
company's senior secured credit facility to 'BB'.  The outlook is
stable.

"The rating action reflects Inamed's demonstrated ability to build
its business, which it has done without the aid of Medicare or
private insurance reimbursement for the majority of its products,"
said Standard & Poor's credit analyst Jordan Grant.

Santa Barbara, California-based Inamed is a well-entrenched
provider for the plastic, reconstructive, and aesthetic surgery
markets.  It is one of only two U.S. manufacturers of breast
implants, holding a market share of about 50% in the U.S. and
about 45% internationally.  Regulatory requirements for breast
implants in the U.S. and the European Community provide
significant barriers to competitor entry into the market, and the
company's dedicated sales force also poses a competitive
advantage.

Inamed is also an important provider of facial implants.

The company's pre-market approval -- PMA -- application for
silicone breast implants was deemed "not approvable" by the Food
and Drug Administration -- FDA -- in January 2004.  This was a
disappointment to the company, as silicone implants represent a
substantial domestic growth opportunity.  Even so, Inamed
launched other new products to boost its breast implant
franchise.

In its rapidly expanding health unit, the company received FDA
approval for a new version of its Lap-Band device, a minimally
invasive product for weight loss.  High margin Lap-Band sales
continue to increase at more than 35% annually, reflecting
greater penetration of the obesity market.

In the facial aesthetic category, on the other hand, sales
declined sharply after a competing product appeared, an event
that demonstrates the aesthetic market's sensitivity to changes.
Standard & Poor's expects dermal fillers recently licensed by
Inamed to restore some of the segment's lost sales volume in the
near-to-medium term.

Inamed's narrowly focused market position and its dependence on a
single-product platform for more than 50% of revenues make it
vulnerable to technological and market changes.  While the
company's obesity products are used in medically necessary
procedures that are becoming more widely reimbursed, Inamed's
dermal filler products are used in discretionary cosmetic
procedures that are not reimbursed and accordingly may at some
time be affected by changes in the economy.  Nevertheless,
increasing demand continues to drive Inamed's operating
performance.


INTEGRATED HEALTH: Reserve Request Hearing Adjourned to Mar. 31
---------------------------------------------------------------
IHS Liquidating LLC asks the Court to disallow C. Taylor Pickett's
and Daniel J. Booth's claims pursuant to Section 502(e)(1)(B) of
the Bankruptcy Code.  IHS Liquidating argues that the Claims:

   -- are contingent;

   -- constitute claims for reimbursement; and

   -- constitute claims for which the IHS Debtors' estates would
      be vicariously liable.

In the alternative, IHS Liquidating urges the Court to estimate
the amount of and ascribe minimal value to the Former Officers'
Claims pursuant to Section 502(c) of the Bankruptcy Code, if the
Court does not disallow the Former Officers' Claims.

IHS Liquidating also wants the Pickett Claim disallowed because
Mr. Pickett already waived any right to seek indemnity from the
Debtors on December 31, 2001.  If not, IHS Liquidating wants the
Picket Claim reclassified as a General Unsecured Claim.

As previously reported, the Former Officers sought establishment
of a reserve of the estate's funds to be maintained to satisfy
their contingent and unliquidated Administrative Expense Claims.  
The Former Officers asserted that their Claims arose out of a
pending lawsuit filed against them by Don G. Angell and certain of
his affiliates.  The Former Officers want $40,000,000 earmarked
until the amount of their Claims were determined by a full and
final adjudication or resolution of the Angell Lawsuit.

The IHS Debtors objected to the Request and advanced six
independent reasons for denial:

   (1) Any indemnifiable loss the Former Officers might incur as
       a result of a finding of liability in the Angell Lawsuit
       will constitute an insured liability covered under the IHS
       Debtors' insurance policy for directors' and officers'
       liability;

   (2) There are adequate insurance proceeds available under the
       D&O Policy to cover a loss of $40,000,0000 in the Angell
       Lawsuit, particularly since the Official Committee of
       Unsecured Creditors, which is the plaintiff in the only
       other material lawsuit covered by the D&O Policy, has
       agreed to subordinate its recovery to the Angell losses;

   (3) The Former Officers' Claims should be disallowed pursuant
       to Section 502(e)(1)(B);

   (4) Mr. Pickett's Claim should be disallowed because he waived
       the claim pursuant to a postpetition agreement with the
       IHS Debtors and, in any case, would not constitute an
       Administrative Expense Claim and would at most be a
       General Unsecured Claim;

   (5) Even if the Former Officers were entitled to a reserve, it
       should be set at a minimal amount because the
       indemnifiable claims in the angel Lawsuit are patently
       meritless claims with virtually no chances of success; and

   (6) A $40,000,000 reserve for the Former Officers' benefit
       would be inequitable because it is not necessary and would
       delay distributions to unsecured creditors.

The Court deferred final decision and, instead, decided to revisit
all issues raised at a later time.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, tells Judge Walrath that IHS Liquidating
wants to avoid any uncertainty with respect to the scope of the
Court's authority at the March 31, 2005 hearing on the Reserve
Motion.

                  Hearing Adjourned to March 31

Pursuant to an October 6, 2004 Consent Order, the Court
established certain deadlines and authorized expedited discovery
in connection with the request of Messrs. Pickett and Booth to
establish Indemnification Obligation and Reserve with respect to
their administrative claims against the IHS Debtors.

On December 7, 2004, the Court rescheduled the hearing date for
the Former Officers' Reserve request to February 23, 2005, at
2:00 p.m. (Eastern Time) and set appropriate supplemental briefing
deadlines for parties-in-interest.

In a stipulation approved by the Court, IHS Liquidating and the
Former Officers agree that:

   (1) the hearing on the Reserve request is adjourned to
       March 31, 2005, at 11:00 a.m.; and

   (2) the deadline to file supplemental pleadings in connection
       with the Reserve request will be 4:00 p.m. (Eastern Time)
       on March 28, 2005.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its 437
debtor-affiliates filed for chapter 11 protection on February 2,
2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical Corporation
and its direct and indirect debtor-subsidiaries broke away from
IHS and emerged under their own plan of reorganization on March
26, 2002.  Abe Briarwood Corp. bought substantially all of IHS'
assets in 2003.  The Court confirmed IHS' Chapter 11 Plan on May
12, 2003, and that plan took effect September 9, 2003. Michael J.
Crames, Esq., Arthur Steinberg, Esq., and Mark D. Rosenberg, Esq.,
at Kaye, Scholer, Fierman, Hays & Handler, LLP, represent the IHS
Debtors.  On September 30, 1999, the Debtors listed $3,595,614,000
in consolidated assets and $4,123,876,000 in consolidated debts.  
(Integrated Health Bankruptcy News, Issue  No. 89; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


JETBLUE AIRWAYS: Moody's Puts B2 Rating on $250M Sr. Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 senior implied debt
rating of JetBlue Airways Corporation and assigned a B2 long-term
rating to the company's new $250 million 3.75% senior unsecured
convertible notes due 2035.  Proceeds of the bond offering are
expected to be used for working capital and capital expenditures,
including expenditures for the purchase of aircraft and the
construction of facilities on or near airports.

The Ba3 senior implied rating (stable outlook) of JetBlue reflects
a balance of the company's ability to maintain profitability in a
difficult environment given record high fuel costs and weak yields
against the inherent risks in the company's aggressive growth
strategy.  In 2005, the Company will take delivery of 15 A320
aircraft, which were previously financed by Enhanced Equipment
Trust Certificates.  Additionally, in the latter half of 2005, the
Company expects to take delivery of 7 Embraer E190 aircraft, which
will be financed through leasing arrangements.  With these new
aircraft deliveries, the company's lease adjusted debt burden will
increase and the company will need to continue its historic
performance in successfully expanding into new markets to
profitably employ the new aircraft.

Ratings affirmed are:

   * The Ba3 Senior Implied rating;

   * The B2 Issuer rating;

   * The B2 rating on the $175 million 3.5% Convertible Notes due
     July 15, 2033;

The (P)Ba1, (P)B2, (P)B3 and (P)Caa1 ratings for senior secured
pass-though certificates, senior unsecured, subordinated and
preferred stock that may be issued under JetBlue's multiple-
seniority shelf registration

JetBlue Airways Corporation Enhanced Equipment Trust Certificates
Series 2004-2:

   * Class G-1 and G-2 Certificates rated Aaa based on the
     certificate guaranty insurance policy issued by MBIA
     Insurance Corporation

   * Class C Certificates rated Ba1

JetBlue Airways Corporation Enhanced Equipment Trust Certificates
Series 2004-1:

   * Class G-1 and G-2 Certificates rated Aaa based on the
     certificate guaranty insurance policy issued by MBIA
     Insurance Corporation

   * Class C Certificates: Ba1

Ratings assigned are:

   * A B2 long-term rating to the company's new $250 million 3.75%
     senior unsecured convertible notes due 2035.

Although operating revenues for 2004 were up 26.8% on a year over
year basis, yields were down 7.3% due to fare discounting in a
fiercely competitive passenger airline market.  Weaker yields,
combined with a 130 basis point decrease in load factor to 83.2%
resulted in an 8.5% decrease in revenue per available seat mile.   
Even though fuel costs increased approximately 25% over 2003,
costs per available seat mile only increased by 0.02 cents.   
Excluding fuel, the company's performance and ability to control
costs were in line with Moody's expectations.  JetBlue continues
to keep its unit costs low through high aircraft utilization (over
13 hours per day), operational efficiency and low maintenance
costs due to a young fleet.  Future cost pressures will include
aging aircraft with higher maintenance requirements.

Moody's noted that the fourth quarter of 2004 was unusually weak
primarily due to higher than expected fuel costs and the financial
impact of the hurricanes that hit the southeastern US, especially
the state of Florida.  This unusually weak fourth quarter had a
significant impact on the company's credit metrics.  Moody's
expects performance and credit metrics to return to, or close to,
historical levels.  Specifically, EBITDAR to interest plus rent is
expected to exceed 2x, and adjusted debt to EBITDAR should not
meaningfully exceed 7x.  An inability to restore these metrics
while maintaining adequate liquidity could cause an outlook change
or rating downgrade.  A positive rating movement would be
considered if credit metrics were to significantly improve
(adjusted debt to EBITDAR of less than 5 times), and the company
demonstrates its ability to fund its growth through sufficient
internally generated free cash flow.

Unit costs are also expected to increase slightly with the
introduction of the shorter haul and smaller E190 aircraft,
despite generally higher yields associated with routes flown by
these aircraft.  Costs may also increase due to additional
operational complexity since the company will no longer operate
one aircraft type and benefit from the flexibility to interchange
staff and equipment.  However, Moody's noted that the ratings
consider management's success to date in successfully implementing
its aggressive growth strategy while continuing to achieve
industry leading non-fuel unit costs.

Although weakened by high fuel costs and fierce competition with
fare discounting, the ratings acknowledge the company's financial
performance in the distressed US passenger airline industry, and
its ability to generate profits and positive operating cash flow.  
However, short-term liquidity remains constrained as the company
is entirely dependent on balance sheet cash and investments and
internally generated cash flow.  Cash and investments at the end
of 2004 were approximately $450 million, down approximately 25%
from 2003.  With no available lines of credit and virtually no
unencumbered assets the company has no immediate external sources
of cash in the event of need.  Growth plans will only be achieved
through the use of external capital as internally generated cash
flow is expected to be insufficient to support the company's
aircraft acquisition schedule.  Moody's anticipates that the
company will continue to use both on and off-balance sheet
financing opportunities to finance new aircraft.  To date capital
markets have been open to the company but should cash flow weaken,
capital may become more costly and difficult to raise.

JetBlue's debt maturities remain fairly modest over the next
several years, and the company has no pension funding
requirements.  However, Moody's notes that the company has two
financial covenants in debt agreements related to two aircraft
that contain cross default provisions with other financing
agreements.  As of December 31, 2004, the company was in
compliance with these covenants.

JetBlue Airways Corporation, based in Queens, New York, is a major
low-cost airline.


JO-ANN STORES: Improved Performance Cues S&P to Review Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on specialty
retailer Jo-Ann Stores Inc., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.

"The CreditWatch placement is based on the company's improved
operating performance in the fourth quarter of 2004, which has
strengthened cash flow protection measures," said Standard &
Poor's credit analyst Robert Lichtenstein.  "Moreover, the company
has steadily reduced its leverage over the past two years."

Same-store sales increased 4.3% year over year in the fourth
quarter of 2004, and EBITDA margins expanded to 11.5% from 10.7%
due to the reduction of clearance sales.  As a result, EBITDA rose
to $67.4 million from $59.0 million.  Cash flow protection
measures are good for the rating category, with EBITDA
covering interest 3x at Jan. 29, 2005, compared with 2.7x the
prior year.  Total debt to EBITDA declined to 3.0x from 3.5x over
the same period.

Standard & Poor's will meet with management to review Jo-Ann's
future operating strategies and financial policy, as well as the
company's ability to maintain its current credit profile.


JP MORGAN: S&P Affirms Single-B Ratings on Classes J & K Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
D, E, F, and G of J.P. Morgan Chase Commercial Mortgage Securities
Corporation's commercial mortgage pass-through certificates from
series 2002-FL1.  At the same time, the ratings on the remaining
classes are affirmed.

The raised and affirmed ratings reflect substantial loan payoffs
that have increased credit support levels that adequately support
the ratings under various stress scenarios.

As of February 2005, the trust collateral consisted of six
floating-rate commercial mortgages indexed to one-month LIBOR with
an outstanding balance of $57.1 million.  The pool has paid down
80% since issuance.  The master servicer, Wachovia Bank N.A.,
reported either full-year 2003 or partial-year 2004 net cash flows
for the pool.  

Based on Wachovia's reported NCFs and the issuer's LIBOR
assumption in annex A (LIBOR at 4.00%), Standard & Poor's
calculated the current weighted average debt service coverage
ratio -- DSCR -- for the pool to be 1.73x, up from 1.55x at
issuance for the same loans under the same LIBOR assumption.

The largest loan in the pool, 2201 Broadway Building, with a
current balance of $19.4 million (34%), is with the special
servicer, Lennar Partners Inc. -- Lennar.  A 188,870-sq.-ft.
office building in Oakland, California secures the loan.  The loan
defaulted at maturity and is 60-plus days delinquent.  Lennar is
negotiating a forbearance agreement with the borrower that will
include a one-year extension.  Occupancy as of October 2004 was
81% but a tenant with 11% of NRA rolls on March 31, 2005.  The
tenant has entered into preliminary lease renewal negotiations.
The most recent reported NCF (as of Sept. 25, 2004) was $1.2
million, resulting in a 1.47x DSCR.

Four loans totaling $21.9 million, or 38.4%, are on the servicer's
watchlist.  The Lionville Village Center loan is a grocery-
anchored retail center that has requested one of its two one-year
maturity extensions to Feb. 10, 2006.  Current occupancy is 75%
and NCF was $560,531 as of Sept. 30, 2004, resulting in a 1.55x
DSCR.  The Mountain Shadow Apartments loan has exercised
its final maturity extension to Feb. 10, 2006.  Current occupancy
is 96.4% as of Jan. 5, 2005.  The Summer Breeze Apartments loan
matures April 10, 2005, but has one extension remaining.  Both
multifamily properties are performing well.  The Tremont Center
Office loan is on the servicer's watchlist for low occupancy and
DSCR below 1.0x. Occupancy was last reported at 40% for 2003 and
current DSCR is 0.76x.

Three of the six loans are secured by properties located in
California, with the remaining three secured by properties located
in Texas, Pennsylvania, and Colorado. Three of the six loans are
secured by office properties, two by multifamily, and one by
retail.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans.  The expected losses and resultant credit enhancement
levels adequately support the current rating actions.
   
                         Ratings Raised
   
                        J.P. Morgan Chase
           Commercial Mortgage Securities Corporation
   Commercial mortgage pass-thru certificates series 2002-FL1
   
                     Rating
                     ------
          Class   To          From   Credit Enhancement
          -----   --          ----   ------------------
          D       AAA         AA                 82.98%
          E       AAA         A-                 70.27%
          F       AA          BBB                62.65%
          G       A           BBB-               50.45%
    
                        Ratings Affirmed
   
                        J.P. Morgan Chase
           Commercial Mortgage Securities Corporation
   Commercial mortgage pass-thru certificates series 2002-FL1
   
               Class   Rating   Credit Enhancement
               -----   ------   ------------------
               C       AAA                  91.11%
               H       BB                   31.14%
               J       B                    28.40%
               K       B-                   25.04%
               X-FL    AAA                  N.A.


KINETIC CONCEPTS: S&P Raises Corp. Credit Rating to BB from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on medical device manufacturer and hospital supplier
Kinetic Concepts Inc. to 'BB' from 'BB-'.  At the same time,
Standard & Poor's raised its rating on the senior secured credit
facility and raised its rating on KCI's senior subordinated debt.

The outlook remains stable.

The upgrade reflects the continued successful expansion of KCI's
narrowly focused business in vacuum assisted closure -- VAC, the
company's important patented therapy for hard-to-heal wounds, as
well as the KCI's increasingly conservative financial policy.

"KCI faces very attractive medium-term sales prospects for its VAC
technology and should also enjoy financial flexibility because of
its long-dated debt maturities," said Standard & Poor's credit
analyst Jordan Grant.  "Still, the company is largely dependent on
VAC for growth and is thus subject to technology-related risk."

San Antonio, Texas-based KCI is a leading manufacturer of
specialty hospital surfaces and noninvasive medical devices, many
of which are proprietary.  The company's business is bolstered by
its established relationships with several group-purchasing
organizations and by the growth of the VAC product.  Sales and
rentals of the device have particularly benefited from Part B
Medicare reimbursement.

KCI's financial performance has largely reflected strong market
acceptance of the VAC product line and also benefited from
favorable Medicare reimbursement rulings.  VAC now contributes
approximately 70% of KCI's total revenues, compared with 24% in
2000.  

The product line is expected to gain further momentum as the
company accelerates its sales efforts to further penetrate
markets.  At the same time, KCI has enjoyed favorable results from
new billing and collections systems that have reduced its cash
collection cycle considerably.  Additional gains are expected.

VAC-related medical disposables also contribute significantly to
cash flow.  Still, despite patent protection for the VAC line, the
company's increasing dependence on these products represents a
narrowing of its business focus and, therefore, a vulnerability,
as sales generated in other areas, primarily bed surface products,
have been relatively flat in the face of heavy competition.

KCI raised approximately $80 million in its February 2004 IPO and
used the proceeds and balance sheet cash to reduce debt by more
than $235 million last year.  As part of the IPO, $261 million of
preferred stock was converted into common stock, and this further
strengthened the company's capital structure.


LAIDLAW INT'L: Sells Stock Following Sale of Healthcare Companies
-----------------------------------------------------------------
Laidlaw International, Inc., Senior Vice President and Chief
Financial Officer, Douglas A. Carty, relates that the stock sales
that occurred on Feb. 10, 2005, as a result of the sale of its
healthcare companies -- American Medical Response, Inc., and
EmCare Holdings, Inc. -- to Emergency Medical Services LP, were
made pursuant to the definitive Stock Purchase Agreements dated
December 6, 2004, as amended on February 10, 2005, among Laidlaw,
Laidlaw Medical Holdings and Emergency Medical Services.

A full-text copy of the Amendments, dated February 10, 2005, is
available for free at:

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

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.


LORAL SPACE: Examiner Says Estate Undervalued by $281MM to $463MM
-----------------------------------------------------------------
Harrison J. Goldin, the examiner appointed in Loral Space &
Communications Ltd., and its debtor-affiliates' chapter 11 cases,
delivered his findings regarding the processes and procedures
employed by the Debtors in valuing their estates to the U.S.
Bankruptcy Court for the Southern District of New York.  The
examination was prompted by the Stockholders' Committee, which
contends that Loral's estates maybe undervalued.

Mr. Goldin commenced the examination of the estates on
Jan. 13, 2005.  He met and discussed with Loral's management,
financial advisor, counsel, stockholders and various professionals
in the space communications industry, insurance and investment
community.  

Among the documents examined by Mr. Goldin were:

     * publicly available financial information;

     * asset and enterprise valuation available on Loral's case
       dockets;

     * valuation materials provided by Loral's advisors;
     
     * Loral's business plan for 2005;

     * materials provided by the Stockholders' Committee related
       to historical performance;

     * the Debtors' Second Amended Plan;

     * research analyst and industry trade group reports on Loral
       and the space communications industry;

     * estimated financial information on Loral provided by its
       management;

     * appraisals and other valuation materials pertaining to
       certain space and terrestrial assets provided by Loral;
       and

     * industry information obtained from Loral's management.

Mr. Goldin found that the value of Loral's significant non-
operating assets wasn't disclosed in the Debtors' Disclosure
Statement.  These non-operating assets include licensed, but
unoccupied, orbital slots; intellectual property; and real estate.  
The Debtors also failed to value their patent portfolio
separately.  

Based on the Mr. Goldin's report, Loral's processes and procedures
are reasonable and professionally acceptable but, they don't fully
capture Loral's true value.  Mr. Goldin concluded that the estates
are undervalued by $281 million to $463 million.

                      About Loral Space

Loral Space & Communications is a satellite communications
company.  It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services.  Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct-to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


M/I HOMES: Fitch Assigns BB Rating to Proposed $200MM Sr. Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to M/I Homes, Inc.'s
(NYSE: MHO) proposed $200 million senior notes due 2015.  The
Rating Outlook is Stable.  The issue will be ranked on a pari
passu basis with the company's $500 million unsecured bank credit
facility.  Proceeds from the new debt issue will be used to repay
amounts outstanding under the revolving credit facility.

The ratings reflect M/I Homes' healthy financial structure, solid
coverages, and strong operating performance consistent with the
current point in the housing cycle.  The company's debt-to-EBITDA
of 1.7 times and debt-to-capital ratio of 37.5% are considered
conservative for the rating and enhance financial flexibility in
the event of an economic downturn.  The rating incorporates the
potential for leverage to rise somewhat from current levels.
Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry.  The ratings also
manifest M/I Homes' capitalization and size and heavy (although
diminishing) exposure to the Midwest (Columbus, Ohio, Cincinnati,
Ohio, and Indianapolis, Indiana), which is currently the most
sluggish housing region.

M/I Homes recent revenues have been internally generated as it has
not utilized corporate acquisitions.  The company is stepping up
its growth as it channels more capital into its non-Midwestern
operations, especially Florida and greater Washington, District of
Columbia.  Land purchases were $269 million in 2004 and are
budgeted to be approximately $360 million in 2005. Given this
acceleration in activity, it is unlikely that the company's credit
metrics (already strong for this credit category) will much
improve from current levels over the intermediate term.

The company, which was the 19th largest U.S. single-family
homebuilder in 2003 as ranked by 'Builder Magazine,' has
demonstrated solid margin enhancement over the recent past with
EBITDA margins increasing from 6.5% in 1997 to 14.6% currently.
Although M/I Homes has benefited from strong economic conditions,
a degree of margin enhancement is also attributed to broadened new
product offerings and the maturing of key divisions in Florida and
Metropolitan Washington D.C.  In addition, margins have benefited
from purchasing, access to capital, and other scale economies that
have been captured by the large national homebuilders in relation
to smaller builders.  These economies, somewhat greater geographic
diversification (than in the past), the company's presale
operating strategy, and a return-on-capital focus provide the
framework to soften the margin impact of declining market
conditions in comparison with previous cycles.

Acquisitions have not played a part in the company's operating
strategy, as management has preferred to focus on internal growth.  
M/I Homes' inventory turns are close to average as compared with
its public peers and have slimmed in recent years as the company
has made a conscious effort to scale up the share of the
communities that it develops (to the advantage of margins).

Currently, the company develops about 85% of the communities from
which it sells product.  M/I Homes maintains an approximate
6.9-year supply of total lots controlled, based on trailing 12
months deliveries, and 3.7 years of owned land.  Total lots
controlled were 29,732 at Dec. 31, 2004, 53.2% of which are owned,
and the balance is controlled through options. Inventory/net debt
stood at 2.7 times, providing a solid buffer against a downturn in
economic conditions.

Year-end debt-to-capital rather consistently declined from 53.7%
in 1997 to 15.6% in 2002.  Leverage rose to 27.9% in 2003 and
37.5% in 2004, which is below the company's targeted range of 40%-
45%.  M/I Homes maintains a $500 million revolving credit
agreement of which $192.9 million were available at the end of the
fourth quarter of 2004.  The credit facility, which matures Sept.
26, 2008, includes up to $100 million in letters of credit. The
credit facility also provides for the ability to increase the loan
capacity up to $750 million upon request by the company and
approval by the lenders.  Management may request that its lenders
increase the loan capacity up to $600 million.  In September 2004,
the company prepaid its $50 million senior subordinated notes that
were due to mature in August 2006.  M/I Homes has, in the past,
and may continue to opportunistically repurchase moderate amounts
of its stock.  As of the end of 2004, M/I Homes had board approval
to repurchase approximately $14.6 of outstanding common shares.


MAYTAG CORP: Asks Shareholders to Okay Annual Board Election
------------------------------------------------------------
The board of directors of Maytag Corporation (NYSE: MYG) as
announced in its preliminary proxy statement filed on Monday,
approved amending the company's bylaws to provide that directors
be elected on an annual basis.  This amendment is subject to
shareholder approval.

Currently, Maytag's board operates as a "classified" board,
meaning three or four directors are elected each year for a three-
year term, thus staggering the terms.  If the bylaw amendments are
approved by shareholders, the board would be "declassified" with
directors being elected each year for a one-year term.  Maytag
shareholders will be asked to vote on this proposal at the annual
meeting, which is scheduled for May 12.  Proxy materials related
to the meeting are expected to be mailed to shareholders on or
about April 4.

The board's action is in response to previous shareholder votes
requesting that the board be declassified.  "The board has
listened and responded to its shareholders who believe this change
is in the best interest of the company," said Ralph F. Hake,
Maytag chairman and CEO.  "While the board believes that
classifications of directors promoted continuity and stability on
the board, careful consideration was given to all relevant factors
including our shareholders' wishes.  Given this, the board
supports the change and will urge our shareholders to approve
these amendments."

If at least two-thirds of the shares outstanding approve the
amendments at the May 12 meeting, the four directors who are
nominated for election in 2005 will be elected for one-year terms.  
Directors not up for re-election this year will serve the
remainder of their three-year terms.

                        About the Company

Maytag Corporation is a leading producer of home and commercial  
appliances.  Its products are sold to customers throughout North  
America and in international markets.  The corporation's principal  
brands include Maytag(R), Hoover(R), Jenn-Air(R), Amana(R),  
Dixie-Narco(R) and Jade(R).

                         *     *     *

At Jan. 1, 2005, Maytag's balance sheet reflected a $75,024,000  
stockholders' deficit, compared to $65,811,000 of positive equity  
at Jan. 3, 2004.

As reported in the Troubled Company Reporter on Oct. 27, 2004,  
Fitch Ratings downgraded the senior unsecured rating on Maytag  
Corp. to 'BB+' from 'BBB-' and the short-term debt rating to 'B'  
form 'F3'.  The Rating Outlook is Stable.


MESA 2002-1: Moody's Reviews Three Cert. Ratings & May Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade three certificates issued by MESA 2002-1 Global Issuance
Company.  The transactions are resecuritizations backed by other
residential mortgage backed securities.

The Class M-2, B-1, and B-2 certificates are being placed on
review for downgrade based on the weak performance of the
underlying securities as well as the reduced level of credit
enhancement provided by the overcollateralization and the
subordinated classes relative to the current projected losses.

Issuer: MESA 2002-1 Global Issuance Company

Review for Downgrade:

   * Class M-2, current rating A2, under review for possible
     downgrade;

   * Class B-1, current rating Baa2, under review for possible
     downgrade;

   * Class B-2, current rating Ba2, under review for possible
     downgrade.


MIRANT CORP: Gets Court Nod to Ink ACE Insurance Policy Addendum
----------------------------------------------------------------
U.S. Bankruptcy Court for the Northern District of Texas
authorizes Mirant Services, LLC, a Mirant Corporation
debtor-affiliate to enter an addendum to its worker's compensation
policy with ACE American Insurance Company.

The 2005 Addendum to Program Agreement modifies the ACE Policy in
two respects:

   (1) Extends the term from February 1, 2005, through
       February 1, 2006; and

   (2) Increase the letter of credit amount previously issued to
       ACE American from $1.2 million to $1.6 million.

In February 2004, Mirant Corporation and its debtor-affiliates
sought and obtained the authority from the Court to enter into the
ACE Policy.  The ACE Policy insured the Debtors for their workers'
compensation liabilities from February 1, 2004, through
February 1, 2005.

Specifically, the ACE Policy covered the Debtors' statutory
workers' compensation law benefits as determined by each of the
states in which the Debtors have employees.  The ACE Policy
provided a $1,000,000 limit per employee for each injury, by
accident or disease, which is not covered by a relevant state's
statutory workers' compensation law.

Other terms of the ACE Policy are:

   -- $250,000 per-accident deductible or per person disease,
      with no aggregate annual deductible;

   -- The Debtors' total Initial Pay-In to obtain coverage has
      $789,979, which included the estimated annual premium,
      certain paid loss deposit fund, and certain administrative
      expenses and charges;

   -- The ACE Policy requires the Debtors to pay a premium, which
      is based on the Debtors' estimated annual payroll; and

   -- The ACE Policy also requires the Debtors to deposit $30,000
      into a "Paid Loss Deposit Fund"

As reported in the Troubled Company Reporter on Feb. 23, 2005,
under the 2005 Addendum, the Debtors will pay to ACE $755,235,
which consists of:

   -- $637,788 for Estimated Workers Compensation Premium, which
      includes a $50,805 initial, estimated Claims Administration
      Expense;

   -- $59,273 for Estimated Terrorism Response Insurance Act
      payment;

   -- $58,174 for Estimated Policyholder Surcharges; and

   -- $20,900 for Initial Paid Loss Deposit Fund.

A full-text copy of the Debtors' proposed 2005 Addendum is
available at no charge at:

      http://bankrupt.com/misc/Mirant_2005_Addendum_to_Program_Agreement.pdf

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)


MOSLER INC: Plan Agent Wants Until July 27 to Object to Claims
--------------------------------------------------------------
Alfred R. Rabasca, the Plan Agent appointed in the chapter 11 case
of Mosler, Inc., n/k/a MDIP, Inc., pursuant to the company's
confirmed Chapter 11 Plan, asks the U.S. Bankruptcy Court for the
District of Delaware to further extend the deadline by which he
can file objections to proofs of claim.

Mr. Rabasca wants to have until July 27, 2005, to object to proofs
of claim filed against the Debtor's estate.  

The Court confirmed the Debtor's Second Amended Plan of
Reorganization on June 30, 2003, and the Plan became effective on
Aug. 1, 2003.  Pursuant to the Confirmed Plan, Mr. Rabasca has the
authority to object to proofs of claim.  

The Court formally closed the chapter 11 cases of MDIP of Alabama,
Inc., and MDIP Indiana LLC, on March 31, 2004.

Mr. Rabasca presents two reasons militating in favor of his
request:

   a) additional time is needed to thoroughly evaluate and resolve
      all the remaining claims filed against the Debtor's estate
      and in preparing and filing all additional objection to
      claims;

   b) additional time is needed to consensually resolve disputed
      claims and he has to practice caution and prudence in
      dealing with certain claims identified as objectionable that
      may later be deemed allowed in improper amounts and
      classifications.

Mr. Rabasca explains these reasons satisfy cause to grant his
request pursuant to Rule 9006(b)(1) of the Federal Rules of
Bankruptcy Procedures.

Objections to Mr. Rabasca's request, if any, must be filed and
served by March 21, 2005.  The Court will convene a hearing at
9:00 a.m., on March 28, 2005, to consider Mr. Rabasca's request.

MDIP, Inc., f/k/a Mosler, Incorporated, was 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 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.


NATIONAL CENTURY: LTC Entities Belies Trust's Contempt Charges
--------------------------------------------------------------
Long Term Care Management, Inc., Quality Long Term Care
Management, Inc., and Quality Long Term Care, Inc., objects to the
request of VI/XII Collateral Trust to the Judge Calhoun of the
U.S. Bankruptcy Court for the Southern District of Ohio to enjoin
them, the LTC Entities, from continuing to prosecute an adversary
proceeding.

VI/XII Collateral Trust is a successor-in-interest to National
Century Financial Enterprises, Inc., and its debtor-affiliates.  

The LTC Entities were debtors in three jointly administered
bankruptcy cases filed in the United States Bankruptcy Court for
the District of Nevada, on January 26, 2001, before Judge Linda B.
Riegle.  The LTC Entities were providers in NCFE, Inc.'s
receivables financing program.

As reported in the Troubled Company Reporter on Feb. 1, 2005, The
VI/XII Collateral Trust asks the Court to:

   (a) find the LTC Entities to be in direct violation of the
       order confirming the Debtors' chapter 11 plan;

   (b) enjoin the LTC Entities from continuing to prosecute
       the adversary proceeding before the U.S. Bankruptcy Court
       for the District of Nevada.  The LTC Entities seek a
       declaration that National Century's alleged defrauding of
       its own creditors somehow harmed the LTC Entities, which
       owe over one million dollars to NPF XII and its creditors.  
       ; and

   (c) impose appropriate sanctions against LTC Entities for
       civil contempt.

                      LTC Entities Object

Yvette A. Cox, Esq., at Bailey Cavalieri LLC, in Columbus, Ohio,
relates that the NCFE Debtors, through their former officers and
agents, participated fully in the bankruptcy case of Long Term
Care Management, Inc., Quality Long Term Care Management, Inc.,
and Quality Long Term Care, Inc., in the United States Bankruptcy
Court for the District of Nevada.  However, these were the same
officers and agents participating in the management of the
prepetition NCFE Debtors and orchestrating their alleged
misdeeds.  Thus, Ms. Cox points out, the claims of the NCFE
Debtors may have been presented to the Nevada Bankruptcy Court
without any disclosure of the malfeasance and questionable
operations of the NCFE Debtors at that time.  

Pursuant to the jurisdiction retained by the Nevada Bankruptcy
Court on the LTC Confirmation Order, the LTC Entities filed an
adversary proceeding in the Nevada Bankruptcy Court against NPF
XII, Inc., and National Century Financial Enterprises, Inc., on
November 17, 2004.  The LTC Entities asked Nevada Bankruptcy
Judge Linda B. Riegle to determine whether the NCFE Debtors
obtained an advantage under the LTC Plan based on the NCFE
Debtors' material misrepresentations or non-disclosures to Judge
Riegle.

However, the parties disagree concerning which bankruptcy court
should exercise post-confirmation jurisdiction over the LTC Plan.  
Ms. Cox argues that the Nevada Bankruptcy Court retained post-
confirmation jurisdiction of the LTC Plan.  The LTC Entities
invoked the jurisdiction of the District of Nevada before the
VI/XII Collateral Trust and the NCFE Debtors filed the request
for enjoinment before the Ohio Bankruptcy Court.  

Ms. Cox maintains that the LTC Entities properly invoked the
jurisdiction of the Nevada Court and is not in contempt of the
NCFE Plan and Confirmation Order.  Judge Riegle adjudicated the
NCFE Debtors' claim against the LTC Entities and confirmed the
LTC Plan.  Rightfully so, Ms. Cox says, the LTC Entities asked
Judge Riegle for clarification of the parties' rights.  If that
is contempt or not permitted, Ms. Cox continues, then no provider
in any provider bankruptcy case may seek to clarify its rights
with respect to the NCFE Debtors in the bankruptcy court in which
the provider's case is pending.

Ms. Cox also points out that the Confirmed NCFE Plan provides
that:

   ". . . [n]otwithstanding anything to the contrary in this Plan
   or the Confirmation Order, no party shall be enjoined from
   taking action to determine the amount, validity or priority
   of, or to recharacterize or subordinate, any claim or lien of
   any Debtor in the Providers' respective bankruptcy cases, and
   the court with jurisdiction over the Providers' bankruptcy
   cases shall retain full jurisdiction to determine such matters
   with respect to any such claim or lien of any Debtor."

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL WASTE: Committee Eyes Suit Against CapitalSource Finance
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 case of National Waste Services of Virginia, Inc., asks
the U.S. Bankruptcy Court for the District of Delaware for a short
extension, until March 24, 2005, to file a lawsuit against
CapitalSource Finance, LLC, the Debtor's primary prepetition
secured lender.

Since its appointment, the Committee has spent a substantial
amount of time investigating the prepetition relationship between
the Debtor and CapitalSource, as well as issues regarding the
perfection of CapitalSource's alleged security interests.  The
Committee has examined numerous potential causes of action . . .
and the Committee is contemplating a lawsuit against the lender to
attack its secured position.  

CapitalSource lent more than $17 million to the Debtor prepetition
and about $4 million more through DIP financing, for a total of
more than $21 million (excluding $3 million collected by
CapitalSource on account of a non-debtor third party guaranty).

The Committee believes that this short extension will allow an
adequate opportunity for the parties to reach an amicable
resolution of the numerous claims and causes of action that each
of the parties may assert against each other.  

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.


NATURAL GOLF: Losses & Funding Issues Trigger Going Concern Doubt
-----------------------------------------------------------------
Natural Golf Corporation incurred net losses of $7.4 million and
$5.3 million for fiscal 2004 and 2003, respectively, and negative
cash flow from operations of $7.0 million for fiscal 2004 and
$0.7 million for fiscal 2003.  

If losses continue and the Company is unable to raise sufficient
capital, liquidity problems will cause the Company to curtail
operations, liquidate assets, and pursue other actions that could
adversely affect future operations.  These factors raise
substantial doubt about the Company's ability to continue
operations as a going concern.

Prior to its IPO, a substantial portion of its operations was
financed by the issuance of equity instruments attached to debt
financing that resulted in significant interest charges.  While
these were non-cash charges, they still resulted in significant
expenses being reported in the Company's Statements of Operations.  
The cash used in operations for fiscal 2004 and 2003 reflects
$1.0 million and $1.8 million, respectively, of non-cash interest
expense resulting from the amortization of debt discount and
deferred financing costs related to these financing transactions.  
The cash used in operations for fiscal 2004 also includes
$0.5 million of non-cash expenses related to the issuance of
warrants to purchase 175,000 shares of common stock at an exercise
price of $4.00 per share to holders of certain investor notes
during the first quarter.  The cash used in operations for fiscal
2003 includes $0.6 million of non-cash expenses related to the
expected issuance of common stock and options in payment of talent
services related to an infomercial.  Although Natural Golf
incurred a net loss in fiscal 2003, the net change in assets and
liabilities contributed positive cash flow of $1.9 million.  The
key reasons for this change were an increase in accounts payable
and accrued expenses and a decrease in inventories in fiscal 2003,
as the Company financed a portion of its operations by extending
payments to vendors and other service providers and by reducing
the level of inventory purchases due to its limited access to cash
during the fiscal year.   Natural Golf did not experience the
improvement in the effectiveness of its major marketing
initiatives that it had expected would yield enhanced cash flow
results in the third quarter of fiscal 2004.

Specifically, the Company did not experience an improvement in the
effectiveness of its infomercial, nor the response it expected
from its television series that aired in the third quarter on The
Golf Channel.  Therefore, in the fourth quarter it took steps to
address its cash flow needs going forward.  These initial steps
included reducing administrative and payroll expenses, and
pursuing additional financing.

Profitability of the Company's operations has been and will
continue to be determined by its ability to acquire customers in a
cost-effective manner and to generate sufficient follow-on sales
of its products and services.  The Company is currently
investigating alternative methods and structures to acquire
customers on a profitable basis.  The financial viability of the
Company is dependent on generating positive cash flows from
operations and raising additional funds.   It is likely that any
financing, if available, would result in significant dilution to
existing shareholders.  All the above factors raise substantial
doubt about the Company's ability to continue operations as a
going concern.

Natural Golf Corporation is a golf improvement company.  It offers
golf instruction and equipment focused on delivering a total
system for improving the play of golfers of all abilities.  The
Company produces and sells instructional video tapes explaining
its Natural Golf swing system, offers golf schools through a
network of instructors certified to teach the Natural Golf system,
and manufactures and sells golf equipment specifically developed
for the golfer using the Natural Golf swing system.

As of November 30, 2004, Natural Golf's balance sheet reflected a
$945,610 equity deficit.


NEW CENTURY: Board Nominates Marilyn Alexander as Director
----------------------------------------------------------
New Century Financial Corporation's (NYSE: NEW) Governance and
Nominating Committee of its board has nominated Marilyn A.
Alexander, 53, to stand for election to the board of directors at
its upcoming annual meeting of stockholders on May 17, 2005.  Ms.
Alexander currently serves on the Board of Trustees of Equity
Office Properties and Board of Governors of Chapman University and
is a founding board member of the Breast Health Awareness
Foundation.  She has more than 23 years of finance, marketing and
strategic planning experience.

Ms. Alexander has served as senior vice president and chief
financial officer of the Disneyland Resort in California and has
held several marketing and finance positions at the Walt Disney
World Resort in Florida.  Ms. Alexander also served as vice
president, financial planning and analysis of Marriott Corporation
and as a managing consultant for Cresap, a division of Towers
Perrin.  Ms. Alexander holds a bachelor's degree from Georgetown
University and a masters of business administration from the
Wharton Graduate School of the University of Pennsylvania.

"We are pleased to have Marilyn Alexander accept our nomination
for election to the New Century board," stated Mr. Cole.  "We
believe that Marilyn's extensive finance and marketing experience
will bring a valuable and unique perspective to our company."

The Company also disclosed that Terrence P. Sandvik, 65, has
notified the company that he will not stand for reelection to the
board of directors at the company's annual meeting of
stockholders.  Mr. Sandvik has served on the company's board of
directors since September 2000.  He also previously served on the
company's board of directors from February 1999 to April 2000.

"Our board has benefited greatly from Terry Sandvik's
professionalism, dedication and knowledge, especially in the area
of information technology," said Robert K. Cole, chairman and
chief executive officer.  "I, along with the other members of our
board and senior management, am grateful to Terry for his service
and valuable contributions to New Century and wish him well in
retirement."

                        About the Company

New Century Financial Corporation -- http://www.ncen.com/-- is a  
real estate investment trust and the parent company of one of the
nation's largest non-prime mortgage finance companies, providing
first and second mortgage products to borrowers nationwide through
its operating subsidiaries, New Century Mortgage Corporation and
Home123 Corporation.  New Century is committed to serving the
communities in which it operates with fair and responsible lending
practices.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2004,
Standard & Poor's Ratings Services raised its ratings on Irvine,
California-based New Century Financial Corp. (New Century, NASDAQ:
NEW), including the company's long-term counterparty rating, which
was raised to 'BB' from 'BB-'.  Concurrently, the ratings were
removed from CreditWatch, where they were placed on April 6, 2004.
S&P said the outlook is stable.


NPS PHARMA: S&P Withdraws Ratings Due to Lack of Investor Interest
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Salt
Lake City, Utah-based NPS Pharmaceuticals Inc., citing a lack of
investor interest.

As previously reported, Standard & Poor's Ratings Services
assigned its 'B-' corporate credit rating to NPS Pharmaceuticals
Inc.  At the same time, Standard & Poor's assigned its 'B-' senior
unsecured debt rating to the company's $192 million 3% convertible
notes due 2008.


NUTRAQUEST INC: Wants Until Oct. 10 to File Reorganization Plan
---------------------------------------------------------------
Nutraquest, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey for an extension, through and including
Oct. 10, 2005, of the time within which it alone can file a
chapter 11 plan.  The Debtor also asks the Court for more time to
solicit acceptances of that plan from its creditors, through
Dec. 8, 2005.

The Debtor tells the Court that it is a party to numerous civil
actions which were pending on its bankruptcy petition date in
various state and federal courts in connection with numerous
lawsuits in several U.S. states and in Canada associated with the
Debtor's Xenadrine RFA-1 dietary supplement.

The Debtor gives the Court four reasons militating in favor of its
request for more time to propose and file a chapter 11 plan
without interference from other parties-in-interest:

   a) the volume of claims related to products liability, personal
      injury, and wrongful death actions associated with   
      Xenadrine RFA-1 requires the Debtor to resolve all or most
      of the civil actions it is facing before it can file a
      chapter 11 plan;

   b) formulation of a plan requires further case management and
      trial of test cases in the civil actions in the District
      Court so the Debtor can be in a position to negotiate the
      treatment of claims of the tort claimants and liquidate
      those claims for voting and payment purposes;

   c) the requested extension will give them more time to review
      and analyze the numerous personal injury claims filed
      against the Debtor's estate and determine a plan that best
      deals with the various issues that those claims raise; and

   d) it is awaiting the resolution of an adversary proceeding
      with the Creditors Committee that is critical for the Debtor
      in formulating a plan of reorganization.

The Court will convene a hearing at 10:00 a.m., on March 28, 2005,
to consider the Debtor's request to extend its exclusivity
periods.

Headquartered in Manasquan, New Jersey, Nutraquest, Inc., is the
marketer of the ephedra-based weight loss supplement, Xenadrine
RFA-1.  The Company filed for chapter 11 protection on October 16,
2003 (Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and
Simon Kimmelman, Esq., at Sterns & Weinroth, P.C. represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


ORION TELECOM: Emerges from Chapter 11
--------------------------------------
Orion Telecommunications Corp., exclusively focused on providing
professional services and manufacturing for the prepaid calling
industry, has emerged from Chapter 11 bankruptcy protection.

Driving OTC's emergence is a $12 million dollar infusion of
investment capital, a new management team of seasoned industry
executives and a strategic plan for continued success. OTC is the
first and only prepaid calling card company to successfully emerge
from bankruptcy protection.

While in Chapter 11, OTC focused its efforts on serving its
customers and consolidating its assets, locations and personnel.
Now, with a more streamlined infrastructure in place, the company
is moving forward with an aggressive plan to increase revenues,
reestablish market leadership and - with its new-found learning
curve - revitalize the industry itself.

"As part of our strategy, we will reveal a 100-day 'Back on Track'
plan to outline our goals for the next few months, which will
emphasize our commitment to setting a new course for the industry
through operational excellence, purchasing strength and marketing
differentiation," said Peter Sicilian, Jr., OTC's founder, who
will continue to serve as Chief Executive Officer and President.
"The prepaid calling industry has been plagued by inconsistent
service and failed manufacturers. My goal is to bring stability to
this industry, and to protect our customers from these types of
problems. With a reputation for value, reliability and quality --
and now, the support of a new management team and a powerful group
of investors -- OTC is well positioned to change the direction of
the industry for the better. We currently are working with our
leading distribution partners on renewing and enhancing our
existing distribution agreements."

OTC's financial strength now includes a $12 million dollar
investment from Core Value Telecommunications, LLC, which
includes:

     -- Richard Roscitt, former President and COO of MCI and CEO
        of AT&T Solutions;

     -- Robert H. Book, Managing Director of Double R Capital
        Enterprises and Liberty Alliances LLC; and

     -- Core Value Partners, an affiliate of The Core Value Group,
        the private equity firm known for working with Burger King
        franchises and other high-profile, high-value companies.

The capital infusion, sharp investment acumen and winning track
record complements OTC's new financial methodology, which is
designed to create a sound, near zero-risk atmosphere for the
company's distributors and end-user customers.

The board of directors of Orion Telecommunications Corp. also
announced today the appointment of Richard Roscitt as Chairman of
the Board. In addition to his posts at AT&T and MCI, Rick Roscitt
served for several years as Chairman and CEO of ADC
Telecommunications. "I am delighted to be a part of the new Orion
team. OTC has created an approach for reemergence that is
unprecedented, and makes them virtually untouchable in capturing
market leadership moving forward," said Roscitt. "This includes
prepaying vendors to achieve the best card terms and stability;
offering customized distribution models to ensure local
distributor success; and leveraging OTC's existing, proven network
infrastructure to minimize operating costs."

As part of its 100-Day Plan, OTC will announce its new executive
management team and board members, bringing together a group of
seasoned leaders from the Fortune 500, telecom and other
industries.  The company will also unveil its new product releases
and new distributor marketing programs.  For more information,
visit http://www.oriontelcorp.net/  

Headquartered in New York, New York, Orion Telecommunications
Corp. is a market-leading manufacturer and distributor of
telecommunication services.  The company filed for chapter 11
protection on April 1, 2004 (Bankr. S.D.N.Y. Case No. 04-12203).  
Frank A. Oswald, Esq., at Togut, Segal & Segal LLP represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $16,347,957 in total
assets and $97,588,754 in total debts.


OWENS CORNING: Court Okays $825K Hebron Asset Sale to River Valley
------------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware authorizes Owens Corning to consummate the sale of the
real property located at 341 O'Neill Drive in Hebron, Ohio,
including all buildings, fixtures, improvements, rights,
easements, and licensed appurtenant to the property, to River
Valley Stone Co. pursuant to the terms of the parties' Purchase
and Sale Agreement dated January 19, 2005 for $825,000.

Pursuant to Section 363(f) of the Bankruptcy Code, the Hebron
Property will be transferred free and clear of any and all liens,
claims, encumbrances, and interests, with any of those Liens to
attach to the proceeds of the sale in order of their priority,
with the same validity, force, and effect which they now have
against the Property.

Additionally, except as otherwise provided for in the Agreement,
River Valley is not acquiring or assuming any of the Debtors'
liabilities, obligations, or claims.

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


PANDA-ROSEMARY: VEPCO Buy-Out Prompts Moody's to Up Rating to A3
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of Panda-Rosemary
Funding Corporation's senior unsecured bonds to A3 from Ba2.  This
rating action concludes the review for possible upgrade that was
initiated on December 20, 2004.  The rating outlook is stable.

The rating action reflects the acquisition of Panda-Rosemary by
Virginia Electric and Power Company's (VEPCO: A3 senior unsecured,
stable outlook), and VEPCO's assumption of the bonds.  The upgrade
of the rating to the same level as VEPCO's unsecured rating
reflects VEPCO's unconditional obligation to make timely payments
of interest and principal, and the view that modifications to the
financing documents result in the bonds having a claim that ranks
equal to that of VEPCO's senior unsecured debt.  Going forward,
the rating of the Panda-Rosemary bonds will be the same as the
rating of VEPCO's senior unsecured debt.

The consummation of this transaction resulted in certain
modifications to the Panda Rosemary indenture, which remains in
effect.  Among these modification is the termination of all
collateral requirements.  Additionally, bondholders were granted
the same rights and remedies as VEPCO's senior unsecured
bondholders pursuant to VEPCO's senior indenture.

Virginia Electric and Power Company is headquartered in Richmond,
Virginia.


PEGASUS SATELLITE: Noteholders Wants Plan Confirmation Denied
-------------------------------------------------------------
The Ad Hoc Noteholders Committee of Pegasus Satellite
Communications, Inc., has grave concerns regarding the dissipation
of the Debtors' assets.  The Ad Hoc Noteholders Committee is
composed of holders of claims that will be paid from the Debtors'
Remaining Assets.

The Ad Hoc Noteholders Committee believes that there are numerous
issues that require an investigation by the Liquidating Trustee to
appropriately wind-down the Debtors' affairs, maximize the value
of the assets to be transferred to the Liquidating Trust and
maximize the recovery for PSC's unsecured creditors.  Principal
among these concerns, John P. McVeigh, Esq., at Preti, Flaherty,
Beliveau, Pachios & Haley LLP, in Portland, Maine, relates, is the
rapid deterioration of the Debtors' available cash subsequent to
the sale of their direct broadcast satellite business in August
2004.  According to a tortured analysis of the monthly operating
reports filed with the United States Trustee, as of September
2004, the Debtors appear to be reporting cash totaling $458
million amongst the four Debtor groupings covered by the reports.  
An analysis of the monthly operating reports filed with the U.S.
Trustee, the Debtors' aggregate cash as of January 31, 2005, was
$423 million.  Mr. McVeigh notes that no satisfactory explanation
has been provided for this drastic decline, especially in light of
the fact that there has been no real change in the status of
operations and the bankruptcy since the sale of the direct
broadcast services operation in August.

A related issue of concern is the Debtors' propriety of payments
to their non-debtor affiliates, particularly payments for certain
support services provided by Pegasus Communications Management
Company.  As part of its first day motions, the Debtors sought
approval of a Support Services Agreement with their non-debtor
affiliates and PCMC pertaining to the provision of various support
services by PCMC to the Debtors and the non-debtor affiliates.

In the Support Services Agreement Motion, the Debtors attempted to
clarify the method for allocating the cost of support services and
stated that:

    "More specifically, the methodology for allocating PCMC's
    costs for the Support Services under the Agreement may be
    broken down into two tiers.  The fist [sic] tier is allocated
    based upon aggregate salaries for employees (excluding PCMC
    employees) as follows: (i) 7% to Pegasus Communications
    Corporation ("PCC") based upon aggregate salaries for
    employees of Pegasus Development Corporation and its WiBand
    division, and (ii) 93% to PSC and its subsidiaries based upon
    aggregate salaries for the employees of PST and Pegasus
    Broadcast Television, Inc.  Under the second tier, the Debtors
    further allocate the 93% allocated to PSC under the first tier
    to the Debtors based upon net revenue as follows: (i) 97% is
    allocated to the Debtors' Satellite division, and (ii) 3% is
    allocated to the Debtors' Broadcast division."

Mr. McVeigh argues that the Support Services Agreement Motion
fails to substantiate the propriety of the 93%/7% split in the
"first tier" of the allocation.  Moreover, the Order granting the
Motion makes no reference to the method to be used to determine
the allocation among Debtor and non-debtor entities.

Furthermore, Mr. McVeigh asserts that the Plan is fatally flawed
because it impermissibly provides for releases of third-party
claims against non-debtors.  Therefore, the Plan should not be
confirmed.

Accordingly, the Ad Hoc Noteholders Committee asks the United
States Bankruptcy Court for the District of Maine to:

      (i) deny Plan confirmation absent modifications to the Plan
          that preserves the ability of the Liquidating Trustee to
          investigate and prosecute any and all claims:

          (a) arising from the Support Services Agreement,
              including rights to object to payments and
              disbursements held by the Creditors Committee
              pursuant to the Support Services Order;

          (b) against non-debtor affiliates and the Debtors'
              present and former officers and directors that
              accrued subsequent to August 27, 2004;

          (c) against any parties relating to KB Prime Media
              transaction, including the purchase of the loan and
              entry and execution of the Option Agreement; and

          (d) relating to the underwriting of all of the Notes,
              and exempting all claims from the release,
              indemnification, and exculpation provisions of the
              Plan;

     (ii) deny Plan confirmation unless the Plan is modified so as
          to remove the granting of any and all releases of third-
          party claims against non-debtors; and

    (iii) require, pursuant to Section 105(a) of the Bankruptcy
          Code, the Debtors to obtain the consent of the Creditors
          Committee prior to any payment or transfer by any or all
          of the Debtors of an amount greater than $250,000 in the
          aggregate to any party during the time period from the
          Confirmation Date to the Effective Date of the Plan.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading  
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PENN TRAFFIC: CFO Resigns and Randy Martin Promoted to Fill Post
----------------------------------------------------------------
Robert B. Dimond, The Penn Traffic Company (OTC: PNFTQ.PK)'s
Executive Vice President - Chief Financial Officer, resigned
yesterday and the company appointed Randy P. Martin, currently
Penn Traffic's Chief Accounting Officer, as the Company's Senior
Vice President - Finance, reporting directly to the Company's
Chief Executive Officer.  Mr. Dimond advised the Company he is
resigning for personal reasons, unrelated to the Company.

Robert Chapman, President and Chief Executive Officer of Penn
Traffic, said, "Randy's knowledge and experience during his eleven
years with the Company have been a valuable asset to Penn Traffic.
We look forward to continuing to work with him in his new
position, as Penn Traffic seeks to emerge from chapter 11 later
this month and begin a new phase of operations." Mr. Chapman
continued, "We wish Bob every success in the future."

Penn Traffic entered chapter 11 in May 2003 with the intention to
exit reorganization as soon as possible as a stronger, more
competitive company. In December 2004, the Company filed its First
Amended Plan of Reorganization Disclosure Statement with the U.S.
Bankruptcy Court for the Southern District of New York. A
confirmation hearing with respect to this reorganization plan is
scheduled to occur tomorrow, March 17, 2005.

Headquartered in Rye, New York, The Penn Traffic Company operates
109 supermarkets in Pennsylvania, upstate New York, Vermont and
New Hampshire under the BiLo, P&C and Quality trade names. Penn
Traffic also operates a wholesale food distribution business
serving 80 licensed franchises and 39 independent operators.
The Company filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represents the Debtors in
their restructuring efforts.  When the grocer filed for protection
from their creditors, they listed $736,532,614 in total assets and
$736,532,610 in total debts.


PROGRESS RAIL: Moody's Puts B2 Rating on $200 Million Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to $200 million of
senior notes to be issued jointly by PRSC Acquisition Corporation
and PMRC Acquisition Company.  The co-issuing entities are to be
merged with and into Progress Rail Services Corporation and
Progress Metal Reclamation Company, respectively, post-closing of
the acquisition.  Also, Moody's assigned a B1 senior implied
rating, a B2 senior unsecured issuer rating and a Speculative
Grade Liquidity Rating of SGL-2 to Progress Rail Services Holdings
Corporation.  The ratings outlook is stable.

This financing is related to the proposed sale by Progress Energy
Inc.'s (senior unsecured rated Baa2) of its Progress Rail Services
Corporation and Progress Metal Reclamation Company subsidiaries to
One Equity Partners.  Proceeds of the notes will be held in escrow
until the merger is completed.  Upon closing, the debt issuing
acquisition companies will be merged into the two operating
companies -- either Progress Rail Services Corporation or Progress
Metal Reclamation Company, respectively.  The notes will be
guaranteed by Progress Rail, a recently formed holding company,
which will be the parent company of Progress Rail Service
Corporation and Progress Rail Reclamation Company.  Substantially
all subsidiaries of the operating companies will also guaranty the
notes.

The ratings reflect the relatively high level of financial
leverage of the consolidated company combined with the sensitivity
of the company's cash flow to volatile scrap metal prices.  Also,
Moody's expects the company's revenue and profits will weaken in
the near term in the face of moderating scrap metal prices, which
is considered in the ratings.  Working capital requirements can
also be considerable and the company's external financing sources
are limited to a secured revolver, which is governed by a
borrowing base.  The company's lack of a track record as a
stand-alone entity is also a factor.  The ratings favorably
reflect the low technology nature of the company's business model
and the necessary services that the company offers the railroads,
as well as the potential for revenue growth from continued
outsourcing by the railroads.  The company's strong relationships
with key Class 1 railroad and short-line customers and its leading
position in the services and parts markets in which the company
competes support the rating, as does the currently strong
operating conditions in the railroad sector.

The stable outlook reflects Moody's expectations that the company
will maintain operating margins and generate cash flow levels
adequate to cover debt service as well as any modest unanticipated
increases in working capital or CAPEX requirements.  Ratings or
the outlook could be subject to downward pressure if operating
profit declines unexpectedly, such that resulting lease-adjusted
debt exceeds 6 times EBITDAR, or if free cash flow were to remain
below 5% of debt.  Conversely, the ratings or the outlook could
improve if the company demonstrates sustained improvement in
operating results and debt reduction such that free cash flow were
to exceed 10% of debt and lease-adjusted debt/EBITDAR were to fall
below 3.5x.

The purchase will be financed by proceeds of the proposed notes,
about $125 million from the $220 million secured revolving credit
facility (not rated), $90 million of PIK preferred stock and
$10 million of common equity.  Progress Rail will be a highly
levered company operating in a cyclical business sector, with a
particular exposure to scrap steel prices.  Moody's expects
opening debt for Progress Rail of approximately $397 million,
composed of $325 million of debt and PIK preferred equity of which
Moody's estimates 75% of the face value to be the debt equivalent.
This represents about 4.0 times pro forma FY 2004 (ending November
30) EBITDA, and about 4.5 times on a lease-adjusted debt-to-
EBITDAR basis.  Free cash flow (pro forma for the financing
transactions and net of the effects of continued operations) was
thin during 2004, representing only about 1% of pro forma debt,
largely the result of substantial use of cash to support the
build-up of inventory and receivables given the historically high
revenue.

Moreover, Moody's expects weaker operating results for FY 2005
given the expectation of lower prices for scrap steel.  Free cash
flow, however, is likely to improve somewhat under these
conditions as the working capital requirements are reduced and
could be a source of cash.  However, these projections assume
modest CAPEX levels of below $25 million (approximately the same
as spent in FY 2004, before discontinued operations).  Moody's
notes that free cash flow could change significantly, depending on
fluctuations in demand patterns in the cyclical rail sector.
Moody's is concerned that any unanticipated cash usage for either
working capital or CAPEX over the next 12 months could materially
reduce free cash flows, possibly resulting in increased reliance
on the revolving credit facility and deterioration in credit
fundamentals.

Moody's also points out that despite the company's long
operational history, Progress Rail has been a wholly owned
subsidiary of Progress Energy since 1993, with essentially no
track record as a stand-alone corporate entity operating at its
current size and scope of business.  As such, the rating agency
believes that this adds an additional degree of uncertainty to the
likelihood that the company will meet planned financial
objectives.

Nonetheless, the ratings are supported by Progress Rail's
prominent market position in the niche business segment in which
it operates and increasing business with the Class I railroads,
which should provide some margin stability going forward.  The
company is among the market leaders in reclamation of scrapped
railcars, production of reconditioned wheelsets and other freight
car components, production of specialty track components, as well
as in rail and freight car maintenance services.  Moody's notes in
particular the contribution from Progress Rail's recycling
operations, which provides the company with substantial revenue
from scrapping commissions (about 40% of total FY 2004 revenue)
while providing its Class 1 customers with important services in
disposal of their aging rail car fleets.  Moreover, Moody's notes
the strong market conditions in the rail sector in general which,
in Moody's opinion, is likely to remain relatively strong through
2005.  This should continue to support demand for rail car parts
and repair as well as track maintenance services that are provided
by companies such as Progress Rail.

The B2 rating on the senior unsecured notes, one notch below the
senior implied rating, reflects the junior position in claim of
these notes in relation to a substantial level of senior secured
debt.  These notes are effectively subordinated to all borrowings
under the company's proposed senior secured credit facilities.
Moreover, Moody's assesses the asset coverage of all debt to be
modest.  On total assets of about $575 million (pro forma as of
November 30 2004, taking into account transaction and purchase
accounting adjustments), only about $143 million of this amount
was represented by fixed assets, while accounts receivable and
inventory represented about $169 million and $178 million,
respectively.  In a liquidation scenario, Moody's believes that
realizable asset values will likely cover potential senior secured
credit facilities outstanding ($220 million committed as of close
of transactions).  However, the implied asset coverage protection
available to unsecured debt holders may not be as robust,
particularly under a distressed sale scenario.

The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's
assessment of a good liquidity profile.  Although the company will
have a minimal cash balance upon close of the proposed
transaction, Progress Rail expects about $80 million of its
$220 million senior secured revolving credit facility to be
available, after about $15 million of letters of credit usage.  In
Moody's opinion, this availability gives the company adequate
capacity to cover all but unexpectedly severe cash short-falls
over the next 12 months.  The company is projected to generate
modest free cash flow in FY 2005, improving over FY 2004 levels,
principally due to the expectation that working capital will
reduce slightly.  This implies that the company will have the
capacity to reduce borrowings under its senior secured credit
facility over the near term.  Also, Moody's notes the absence of
financial covenant levels under terms of this facility, as long as
availability exceeds $35 million.  However, the rating agency is
concerned about the long-term liquidity capacity provided by the
revolving credit facility, the size of which is regulated by a
computed borrowing base value.  Since the company's inventory
comprises a significant amount of the borrowing base, and since a
certain amount of the inventory balance related to recycling is
sensitive to volatility in scrap steel prices, Moody's is
concerned about the degree to which the availability would be
affected by such changes in the borrowing base.  Also, with
essentially all assets on the company's balance sheet encumbered
by debt, Moody's believes that the company's ability to raise
funds through additional indebtedness will be somewhat limited.

Ratings assigned:

   -- Progress Rail Services Holdings Corporation:

      * senior implied at B1,
      * issuer rating at B2,
      * SGL rating at SGL-2

   -- PRSC Acquisition Corporation:

      * senior unsecured notes at B2

   -- PMRC Acquisition Company:

      * senior unsecured notes at B2

Progress Rail Holdings, headquartered in Albertville, Alabama,
provides outsourced maintenance and repair services to the
railroad industry in North America.  The company offers products
and services for the maintenance and repair of locomotives and
railcars, and track infrastructure.  Customers include most of the
major Class 1 North American railroads, as well as many regional
and short line railroads, public transit authorities, private
railcar owners and railcar builders and lessors.  The company had
fiscal year ended November 30, 2004, revenues of approximately
$1.12 billion.


RESMED INC: S&P Revises Outlook on Low-B Ratings to Positive
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on medical
equipment supplier ResMed Inc. to positive from stable.  At the
same time, Standard & Poor's affirmed its 'BB-' corporate credit
and 'B' subordinated debt ratings on the company.

The company had approximately $113 million of debt outstanding as
of Dec. 31, 2004.

"The outlook revision reflects the company's successful efforts to
expand its narrowly focused business and increase its cash
balance, which serves as a cushion against any adverse business
events," said Standard & Poor's credit analyst Jordan Grant.

The speculative-grade ratings on niche medical equipment supplier
ResMed Inc. reflect the company's still-narrow focus, as well as
its limited size and resources.  These drawbacks are balanced
somewhat by the company's fast growth as it capitalizes on the
emerging market for sleep apnea treatment.

San Diego, California-based ResMed is the second-largest
manufacturer/distributor of products for the diagnosis and
treatment of obstructive sleep apnea -- OSA -- and other forms of
sleep-disordered breathing -- SDB.  The company produces
continuous positive airway pressure -- CPAP -- equipment that
offers therapy to sufferers of SDB.  ResMed also provides
diagnostic equipment for use with sleep apnea patients.

The largely untapped OSA and SDB markets offer significant growth
opportunities for ResMed; this is demonstrated by the company's
average revenue growth of more than 30% per year over the past
several years.

ResMed has entered partnerships to conduct sleep apnea research.
The company meanwhile faces the challenge of raising physician and
consumer awareness of the need for treatment.  It has steadily
increased its market share through product innovation and
strategic acquisitions, however, it remains subject to technology
risk, as the medical treatment of sleep apnea is evolving.

The company faces competition in its principal geographic markets
from larger competitors such as Respironics Inc. and Nellcor
Puritan Bennett (a division of Tyco Inc.), both of which have
greater financial capabilities.  In addition, although ResMed does
not bill third-party payors directly, the end users ultimately
seek health care provider reimbursement, thus making
variability in reimbursement a factor that could affect demand.


SECUNDA INTERNATIONAL: S&P Pares Corp. Credit Rating to B- from B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior secured debt ratings on Dartmouth, N.S.-based
Secunda International Inc. to 'B-' from 'B' following a review of
the company's recent financial and business results.  At the same
time, Standard & Poor's revised the outlook on Secunda to negative
from stable.

"The downgrade is a result of the deteriorating business
environment in Secunda's primary operations, (supply and support
services in Atlantic Canada's offshore oil and gas sector) which
has materially weakened the company's business profile," said
Standard & Poor's credit analyst Michelle Dathorne.

"In addition, the accelerating cash burn causes heightened
concerns that profitability, financial flexibility and cash flow
generation, which have been weaker than forecasted, will continue
to pressure the overall credit profile," Ms. Dathorne added.  

The negative outlook reflects the decline the company is
experiencing in its primary market and the execution risk the
company faces as it conducts initiatives to employ its vessels
outside the region.  The ratings could be lowered if there is a
sustained weakness in financial metrics and cash flow
generation, or if Secunda continues its fleet expansion and
upgrades at the expense of debt repayments.  Alternatively, the
outlook could be revised to stable if Secunda is able to redeploy
and reposition its fleet into cash generating assets, and improve
its financial flexibility through some debt reduction.

The ratings on Secunda reflect its:

   -- poor internal cash flow generation,
   -- higher-than-expected capital expenditures,
   -- high debt leverage, and
   -- absence of meaningful liquidity.  

These factors, which hamper the ratings, are somewhat offset by:

   -- the company's large, albeit diminished, market share in the
      offshore support vessel industry in the Canadian east coast,

   -- its ability to employ its vessels in other international
      markets, and

   -- its relatively young and specialized fleet of vessels.


SHC INC: Plan Administrator Has Until Apr. 28 to Object to Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Walker
Truesdell & Associates, Inc., and Carrol Services, LLC, an
extension, thorough and including April 28, 2005, to file
objections to claims filed against the estate of SHC, Inc., and
its debtor-affiliates.  

Walker Truesdell is the Plan Administrator appointed pursuant to
the Debtors' Confirmed Plan.  Carrol Services serves as the
Liquidation Trustee pursuant to the terms of the Plan.  The
Court confirmed the Debtors' Amended Joint Liquidating Plan of
Reorganization on July 7, 2004, and the Plan took effect on
Aug. 2, 2004.

The Plan Administrator and Liquidation Trustee gives the Court
three reasons for an extension of the claims objections deadline:

   a) the process of reviewing and analyzing Priority Claims filed
      against the Debtors is time-consuming to enable Walker
      Truesdell and Carrol Services to properly file objections
      against invalid or deficient Claims;

   b) Walker Truesdell and Carrol Services is still in the process
      of administering the claims administration process with
      respect to Priority Claims and they are still in the process
      of negotiating a resolution of claims filed against the
      Debtors by Pension Benefits Guaranty Corporation; and

   c) because of more than 2,000 creditors holding General
      Unsecured Claims, Carrol Services is still in the time-
      consuming process of analyzing and reviewing the remaining
      General Unsecured Claims.

SHC, Inc., headquartered in Chicopee, Massachusetts, is a
manufacturer of golf balls and clubs and other sporting goods.  
The Company and its debtor-affiliates filed for chapter 11
protection on June 30, 2003 (Bankr. Del. Case No. 03-12002).  
Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors.  The Court confirmed the Debtors' Joint
Plan on July 7, 2004, and the Plan became effective on July 7,
2004.  When the Debtors filed for chapter 11 protection, they
listed estimated assets of more than $50,000 and estimated debts
of more than $100 million.  


SILVER STRIKE LANES: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Silver Strike Lanes, LLC
        1281 Kimmerling Road #8
        Gardnerville, Nevada 89460

Bankruptcy Case No.: 05-50623

Chapter 11 Petition Date: March 14, 2005

Court:  District of Nevada (Reno)

Judge:  Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, Nevada 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Kraig & Mary Ellen Riggs      Money Loaned              $650,000
1005 Rambler Road
Merced, CA 95348

County Bank Of Merced         Money Loaned              $450,000
Main & M Street
Merced, CA 95348

Douglas & Amelia Hellman      Money Loaned              $250,000
394 Mottsville Lane
Gardnerville, NV 89410

Park Cattle Company           Lease Arrears             $147,000
c/o John Murtha, Esq.
Woodburn & Wedge
PO Box 2311
Reno, NV 89505


SOLUTIA INC: Allows Crystal Springs Plaintiffs to File Group Claim
------------------------------------------------------------------
Deuncie Adams and 1,400 other individuals -- the Crystal Springs
Plaintiffs -- filed complaints against, among others, Kuhlman
Corporation, Kuhlman Electric Corporation, Borg-Warner, Inc.,
Monsanto Chemical Company, Solutia, Inc., and Pharmacia
Corporation in the Circuit Court for Copiah County, Mississippi,
the Circuit Court for the First Judicial District of Hinds
County, Mississippi, and the United States District Court for the
Southern District of Mississippi, Jackson Division.  The Crystal
Springs Plaintiffs represent that they are prepared to file a
second complaint against the parties in Copiah County,
Mississippi.

Counsel for the Crystal Springs Plaintiffs have a toxicologist
report related to PCB exposure emanating from the plant owned and
operated by the Kuhlman Corporation in Copiah County,
Mississippi.

As of September 28, 2004, counsel for the Crystal Springs
Plaintiffs is currently aware of:

    -- the "body burden" of approximately 800 of the Crystal
       Springs Plaintiffs that have been tested for PCB exposure;

    -- the concentration of PCBs in parts per million in the
       residential real property of approximately 4 of the 18
       Crystal Springs Plaintiffs who have had their properties
       tested; and

    -- approximately 700 of the Crystal Springs Plaintiffs that
       are alleged to have manifested physical injuries related to
       exposure to the Kuhlman PCBs.

Counsel for the Crystal Springs Plaintiffs allege that all of the
Crystal Springs Plaintiffs who own real property in Crystal
Springs have incurred property damage as a result of exposure to
the Kuhlman PCBs.

In a Court-approved stipulation, the parties agree the Crystal
Springs Plaintiffs are authorized to file a group proof of claim
against Solutia, Inc., which will include:

    (a) the names and addresses of each individual party to the
        Group Claim,

    (b) the "body burden" for each CS Creditor where that
        information is currently known by counsel to the Crystal
        Springs Plaintiffs,

    (c) a description of property owned by CS Creditors that has a
        concentration of 1 PPM or greater of PCBs where that
        information is currently known by counsel to the Crystal
        Springs Plaintiffs,

    (d) any known and manifested injury held by a CS Creditor
        related to the claims asserted in the Group Claim where
        that information is currently known by counsel to the
        Crystal Springs Plaintiffs, and

    (e) a description of any other known property damage claim for
        each CS Creditor where that information is currently known
        by counsel to the Crystal Springs Plaintiffs.

The Crystal Springs Plaintiffs will attach to the Group Claim a
copy of:

    (a) the Filed Complaint,
    (b) the Second Complaint, and
    (c) the Toxicologist Report.

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


SPECTRASITE INC: Posts $1.6 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
SpectraSite, Inc. (NYSE: SSI), one of the largest wireless tower
operators in the United States, reported results for the fourth
quarter and full year ended Dec. 31, 2004.  The Company also
updated its 2005 outlook.

In 2004, the Company achieved record revenues and net cash
provided by operating activities of $355.1 million and
$141.1 million, respectively.  In describing the Company's
performance during 2004, Stephen H. Clark, President and CEO,
stated, "2004 was a tremendous year for SpectraSite.  Not only did
we generate impressive revenue and cash flow growth on our tower
portfolio, we also added 48 high-growth in-building systems and
repurchased almost $200 million of our common stock.  Given the
strength of our capital structure and the quality of our assets, I
believe we are poised to continue delivering solid results during
2005 and beyond."

The Company has designated the periods prior to January 31, 2003,
as "Predecessor Company" and the periods subsequent to January 31,
2003, as "Reorganized Company."  As a result of the implementation
of fresh start accounting, the financial statements of the
Reorganized Company are not comparable to the Predecessor
Company's financial statements for prior periods.

In consultation with its independent registered public accounting
firm, Ernst & Young LLP, the Company has reviewed certain non-cash
items relating to its lease accounting practices as a result of a
public letter issued by the United States Securities and Exchange
Commission to the American Institute of Certified Public
Accountants on February 7, 2005, stating its views regarding
existing accounting literature applicable to certain leases and
leasehold improvements.  As previously announced, as a result of
this review, the Company has corrected an error in its method of
accounting for ground leases and depreciation of certain tower
assets in accordance with U.S. generally accepted accounting
principles and determined that these matters required material
adjustments to the 2003 financial information previously filed on
Form 10-K and the financial information for the periods ended
March 31, June 30, and September 30, 2003 and 2004 previously
filed on Form 10-Qs.  The Company will restate results for the
Reorganized Company for the eleven months ended December 31, 2003,
the two months ended March 31, 2003, the second and third fiscal
quarters of 2003, and the first three fiscal quarters of 2004.  
Accordingly, the financial statements and independent registered
public accounting firm's reports contained in the Company's
filings with the Securities and Exchange Commission for these
periods should no longer be relied upon.  The Company will not
restate results for any periods for the Predecessor Company as the
effect is immaterial and has no cumulative impact on the
Reorganized Company.  The restatement does not impact the actual
timing or amounts of cash payments under ground leases, the
Company's liquidity position, or compliance with any financial
covenants under the Company's financing agreements.  The effects
of the Reorganized Company's restatement are included in the
periods covered within this press release.

                  Fourth Quarter 2004 Results

Total revenues for the fourth quarter of 2004 were $91.1 million,
compared to $81.5 million for the fourth quarter of 2003,
representing an increase of 11.8%.  Operating income for the
fourth quarter of 2004 was $15.1 million, as compared to operating
income of $8.5 million for the same period in 2003.

Other income during the fourth quarter of 2004 was $1.7 million as
compared to other expense of $0.8 million during the fourth
quarter of 2003.  Other income items during the fourth quarter of
2004 primarily related to $1.3 million of income associated with
the expiration of the Company's commitment to lease or sublease
towers under its agreement with affiliates of SBC Communications
and $0.6 million relating to an increase in the fair value of its
five year interest rate hedge agreement.

The Company's net loss was $1.6 million for the fourth quarter of
2004 versus a net loss of $21.6 million during the fourth quarter
of 2003.  The Company's basic and fully diluted net loss per share
was $0.03 during the fourth quarter of 2004 as compared to a basic
and fully diluted net loss per share of $0.45 during the fourth
quarter of 2003.

Adjusted EBITDA was $47.2 million during the fourth quarter of
2004 as compared to $36.5 million during the same period in the
prior year.  Other income items in the amount of $1.7 million and
non-cash compensation charges in the amount of $0.4 million during
the fourth quarter of 2004 are included in the Company's 2004
Adjusted EBITDA calculation.  Other expense items of $0.8 million
are included in the Company's 2003 Adjusted EBITDA calculation.  
Also included in the Company's Adjusted EBITDA calculations for
the fourth quarter of 2004 and the fourth quarter of 2003 are the
effects of the Company's correction in its accounting for ground
lease expense.  These non-cash accounting changes reduced the
Company's Adjusted EBITDA by $4.4 million during the fourth
quarter of 2004 and by $4.8 million during the fourth quarter of
2003.

The Company's presentation of Adjusted EBITDA is based on
regulations adopted by the SEC related to non-GAAP financial
measures.  The Company defines Adjusted EBITDA for the Reorganized
Company as net income (loss) before depreciation, amortization and
accretion, interest, income tax expense (benefit) and, if
applicable, before discontinued operations and cumulative effect
of change in accounting principle. For the Predecessor Company,
Adjusted EBITDA also excludes gain on debt discharge,
reorganization items, and write-offs of investments in and loans
to affiliates.  The Company uses a different definition of
Adjusted EBITDA for the fiscal periods prior to its reorganization
to enable investors to view the Company's operating performance on
a consistent basis before the impact of the items discussed above
on the Predecessor Company.  Each of these historical items was
incurred prior to, or in connection with, the Company's
reorganization and is excluded from Adjusted EBITDA to reflect the
results of the Company's core operations.  Adjusted EBITDA may not
be comparable to a similarly titled measure employed by other
companies and is not a measure of performance calculated in
accordance with U.S. GAAP.

Net cash provided by operating activities was $26.0 million during
the fourth quarter of 2004 as compared to net cash provided by
operating activities of $29.7 million during the fourth quarter of
2003 primarily due to fluctuations in working capital.  Purchases
of property and equipment during the fourth quarter of 2004 were
$17.4 million, up from $11.7 million for the same period in 2003.
Free cash flow, defined as net cash provided by operating
activities less purchases of property and equipment, during the
fourth quarter of 2004 was $8.5 million as compared to free cash
flow of $18.0 during the fourth quarter of 2003.

At December 31, 2004, the Company had $34.6 million of cash on
hand and $750.0 million of debt, consisting of $550.0 million of
debt outstanding under its $900 million senior credit facility and
$200.0 million of senior notes due 2010.  The Company owned or
operated 7,821 towers and in-building sites as of December 31,
2004.

                     Full Year 2004 Results
   
Total revenues for 2004 were $355.1 million, compared to $25.6
million for the one month ended January 31, 2003, and $289.7
million for the eleven months ended December 31, 2003. Operating
income for the twelve months ended December 31, 2004, was $60.6
million, as compared to an operating loss of $3.2 million for the
one month ended January 31, 2003, and operating income of $25.3
million for the eleven months ended December 31, 2003.

Other income during 2004 was $27.2 million as compared to other
expense items of $0.5 million for the one month ended January 31,
2003, and other expense items of $2.8 million for the eleven
months ended December 31, 2003.  Other income items during 2004
primarily related to $29.7 million of income associated with a
reduction in the Company's commitment to lease or sublease towers
under its agreement with SBC, partially offset by a $1.6 million
loss on sale of assets and $0.8 million of write-offs of customer
contracts relating to communication towers sold during the year.

The Company's net income was $24.7 million during 2004 versus net
income of $345.0 million during the one month ended January 31,
2003 (net income during the one month ended January 31, 2003, was
primarily affected by a gain on the early extinguishment of debt
related to the Company's emergence from chapter 11 on February 10,
2003), and a net loss of $49.1 million during the eleven months
ended December 31, 2003.  The Company's basic net income per share
was $0.51 during 2004 as compared to basic net income of $2.24 per
share during the one month ended January 31, 2003, and a basic net
loss of $1.04 per share during the eleven months ended Dec. 31,
2003.  The Company's diluted net income per share was $0.47 during
2004 as compared to diluted net income of $2.24 per share during
the one month ended January 31, 2003, and a diluted net loss of
$1.04 per share during the eleven months ended December 31, 2003.

Adjusted EBITDA was $205.3 million during the twelve months ended
December 31, 2004, as compared to Adjusted EBITDA of $12.2 million
for the one month ended January 31, 2003, and $127.4 million for
the eleven months ended December 31, 2003. Other income items in
the amount of $27.2 million during 2004 and other expense items of
$0.5 million during the one month ended January 31, 2003 and $2.8
million during the eleven months ended December 31, 2003, are
included in the Company's Adjusted EBITDA calculations. Non cash
compensation charges of $0.7 million during 2004 are also included
in the Company's Adjusted EBITDA calculations. Also included in
the Company's Adjusted EBITDA calculations for the year ended
December 31, 2004, and the eleven months ended December 31, 2003,
are the effects of the Company's correction in its accounting for
ground lease expense.  These non-cash accounting changes reduced
the Company's Adjusted EBITDA by $18.3 million during 2004 and by
$17.8 million during 2003.

Net cash provided by operating activities was $141.1 million
during 2004 as compared to net cash provided by operating
activities of $5.9 million during the one month ended January 31,
2003, and $97.4 million for the eleven months ended December 31,
2003.  Purchases of property and equipment during 2004 were $45.2
million, up from $2.7 million during the one month ended Jan. 31,
2003 and $22.1 million for the eleven months ended December 31,
2003. Free cash flow, defined as net cash provided by operating
activities less purchases of property and equipment, during 2004
was $95.8 million as compared to free cash flow of $3.2 during the
one month ended January 31, 2003, and $75.3 million for the eleven
months ended December 31, 2003.

                      Updated 2005 Outlook

The Company is updating its outlook for 2005 interest expense to
take into account a $300 million five year interest rate swap
entered into on December 16, 2004, and the additional $100 million
it borrowed on November 29, 2004, in conjunction with its
$150 million accelerated stock buyback agreement.  Taking into
account these changes in the Company's capital structure, the
Company's updated range for 2005 interest expense is $45 million
to
$50 million from its previous range of $35 million to $40 million.  
Upon completion of the Company's interest rate swap, $500 million
of the Company's $750 million debt was fixed for a minimum period
of five years.  At December 31, 2004, the Company's weighted-
average interest cost was 5.74%.

The Company also expects its 2005 site operations costs excluding
depreciation, amortization and accretion expenses will be
increased to reflect additional non-cash expenses associated with
its change in accounting for ground leases. The Company expects
this non-cash increase in site operations costs excluding
depreciation, amortization and accretion expenses to be
approximately $17 million. The average remaining term under the
Company's ground leases is approximately 19 years and, on average,
the Company is extending its straight-line ground lease expense
recognition period by approximately 16 years.

Other components of the Company's 2005 outlook issued on
Nov. 3, 2004, remain unchanged.

                     About SpectraSite, Inc.

SpectraSite, Inc. -- http://www.spectrasite.com/-- based in Cary,   
North Carolina, is one of the largest wireless tower operators in
the United States. At June 30, 2004, SpectraSite owned or operated
approximately 10,000 revenue producing sites, including 7,604
towers and in-building sites primarily in the top 100 markets in
the United States. SpectraSite's customers are leading wireless
communications providers, including AT&T Wireless, Cingular,
Nextel, Sprint PCS, T-Mobile and Verizon Wireless.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 22, 2004,
Moody's Investors Service upgraded the senior implied rating of
SpectraSite, Inc. to Ba3 from B1, and the company's senior
unsecured debt ratings to B2.  Moody's also assigned a Ba3 rating
to the proposed $900 million in senior secured credit facilities
of SpectraSite Communications, Inc. among other ratings actions.  
Moody's says the outlook for all these ratings is positive.

SpectraSite, Inc.

   * Senior implied rating upgraded to Ba3 from B1

   * Issuer rating upgraded to B2 from B3

   * $200 million 8.25% Senior Notes due 2010 upgraded to B2 from
     B3

SpectraSite Communications, Inc.

   * $200 million senior secured revolving credit assigned Ba3

   * $300 million senior secured delayed draw term loan assigned
     Ba3

   * $400 million senior secured term loan assigned Ba3

   * Existing credit facilities due 2007 ratings withdrawn


TOMMY HILFIGER: Bank Group Extends Credit Facility Waivers
----------------------------------------------------------
Tommy Hilfiger Corporation (NYSE: TOM) obtained an extension of
the waivers from its bank group for the Tommy Hilfiger U.S.A.,
Inc., revolving credit facility due to expire on July 1, 2005.  
THUSA has no direct borrowings outstanding under the facility and
uses this facility for the issuance of letters of credit in the
ordinary course of business.  As previously disclosed, THUSA had
obtained waivers relating to possible defaults that could
otherwise arise under that facility as a result of Tommy Hilfiger
Corporation's delay in furnishing financial information for the
quarters ended Sept. 30, 2004, and Dec. 31, 2004.  The waivers
were effective until March 15, 2005, and have now been extended
until April 30, 2005.

THUSA has signed a commitment letter to establish a new
$150 million, 364-day, letter of credit facility to be arranged by
JPMorgan Securities Inc.  It is expected that the existing
revolving credit facility will terminate in connection with this
new letter of credit facility.  THUSA anticipates closing on this
new letter of credit facility by April 30, 2005.

As of Dec. 31, 2004, Tommy Hilfiger Corporation had $543.5 million
in cash, cash equivalents and short-term investments, and long-
term debt of $342.7 million, consisting primarily of 6.85% notes
due on June 1, 2008 and 9% bonds due on December 1, 2031.

                        About the Company

Tommy Hilfiger Corporation, through its subsidiaries, designs,
sources and markets men's and women's sportswear, jeanswear and
childrenswear under the Tommy Hilfiger trademarks.  Through a
range of strategic licensing agreements, the Company also offers a
broad array of related apparel, accessories, footwear, fragrance
and home furnishings.  The Company's products can be found in
leading department and specialty stores throughout the United
States, Canada, Europe, Mexico, Central and South America, Japan,
Hong Kong, Australia and other countries in the Far East, as well
as the Company's own network of outlet and specialty stores in the
United States, Canada and Europe.

                         *     *     *

As reported in the Troubled Company Reporter on March 7, 2005,
Standard & Poor's Ratings Services said that there would be no
immediate effect on the ratings or outlook on the rated apparel
companies from the proposed merger of Federated Department Stores,
Inc., (BBB+/Watch Neg/A-2) and May Department Stores Co.
(BBB/Watch Neg/A-3), including those of Tommy Hilfiger U.S.A.,
Inc. (BB-/Watch Neg/--).

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Standard & Poor's Ratings Services lowered its ratings on Tommy
Hilfiger including its corporate credit rating to 'BB-' from 'BB'.

The ratings remain on CreditWatch with negative implications,
where they were placed on Nov. 3, 2004.  The men's and women's
sportswear, jeanswear, and childrenswear company had about
$343 million in long-term debt outstanding as of Dec. 31, 2004.


TOUCH AMERICA: Trustee Has Until July 28 to Remove Civil Actions
----------------------------------------------------------------
Chanin Capital Partners -- the Plan Trustee overseeing the
liquidation of Touch America Holdings, Inc. and its debtor-
affiliates' estates pursuant to their confirmed Amended
Liquidating chapter 11 plan -- sought and obtained more time to
remove prepetition lawsuits and other actions and related
proceedings to the District of Delaware pursuant to Section 1452
of the Bankruptcy Code and Bankruptcy Rule 9027.

Chanin, as successors to the Debtors, told the U.S. Bankruptcy
Court for the District of Delaware it needs more time to fully
evaluate pending State Court Actions or conduct an analysis of
whether certain civil actions should be removed to the federal
court.

The Trustee submits that the extension is in the best interests of
the estates, creditors and all parties-in-interest.

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
develops, owns, and operates data transport and Internet services
to commercial customers.  The Company filed for chapter 11
protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915).  Maureen D. Luke, Esq. and Robert S. Brady, Esq. at
Young Conaway Stargatt & Taylor, LLP represent the Debtor.  When
the Company filed for bankruptcy protection, it listed
$631,408,000 in total assets and $554,200,000 in total debts.  The
Debtors Plan became effective on October 19, 2004.


TOUCH AMERICA: Plan Trustee Wants Until Apr. 1 to Decide on Leases
------------------------------------------------------------------
Chanin Capital Partners, the plan trustee for the liquidating
trust established pursuant to Touch America Holdings, Inc., and
its debtor-affiliates' confirmed amended liquidating chapter 11
plan, asks the U.S. Bankruptcy Court for the District of Delaware
to extend the period within which it must assume or reject
unexpired leases of nonresidential real property to April 1, 2005.

Pursuant to the Debtors' plan and confirmation order, all
executory contracts were rejected as of the effective date, except
for some unexpired leases that were subject of a pending motion.  
Chanin wants to extend the assumption deadline, pursuant to
section 365(d)(4) of the Bankruptcy Code, for a limited time in
order to fully review, evaluate and resolve any of these pending
motions.  The Plan Trustee seeks this relief to ensure that it is
able to comply with any outstanding obligation to assume and
assign an executory contract that a party might seek to
characterize as an unexpired lease.

The Hon. Kevin J. Carey will consider Chanin's request at 11:00
a.m., on Thursday, March 17, 2005, at a hearing in Philadelphia.

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
develops, owns, and operates data transport and Internet services
to commercial customers.  The Company filed for chapter 11
protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915).  Maureen D. Luke, Esq. and Robert S. Brady, Esq. at
Young Conaway Stargatt & Taylor, LLP represent the Debtor.  When
the Company filed for bankruptcy protection, it listed
$631,408,000 in total assets and $554,200,000 in total debts.  
The Debtors' Plan became effective on October 19, 2004.         


TRADERS TRUST: S&P Lifts Rating on Class B-4 Issues from BB to AA
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes from Manufactures and Traders Trust Company Mortgage Trust
2002-1.  At the same time, ratings are affirmed on the remaining
classes from this transaction.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the new loan-by-loan analyses are significantly
reduced from the original levels at issuance, primarily as a
result of:

   -- loan seasoning,
   -- updated FICO scores, and
   -- adjusted lower LTV ratios,

due to property value appreciation.  

The analysis also incorporates increases to foreclosure
frequencies based on the severity of the delinquency of the
mortgage loans. Ultimately, Standard & Poor's raised certain
ratings to reflect the credit support provided at the new, lower
loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings. Standard & Poor's will
continue to monitor this transaction to ensure the assigned
ratings accurately reflect the risks associated with it.
     
                         Ratings Raised
   
             Manufactures and Traders Trust Company
                      Mortgage Trust 2002-1

                                Rating
                                ------
                      Class   To       From
                      -----   --       ----
                      B-1     AAA      AA
                      B-2     AAA      A
                      B-3     AAA      BBB
                      B-4     AA       BB
   
                        Ratings Affirmed
   
             Manufactures and Traders Trust Company
                      Mortgage Trust 2002-1

             Class                            Rating
             -----                            ------
             A1, A2, A3, A4, A5, A6, A7       AAA
             A8, A9, A10, A11, A12, A13       AAA
             A14, A15, A16, A17, A18, A19     AAA
             A20, A21, A22, A23, A24, A25     AAA


TRICO MARINE: Emerges from Chapter 11
-------------------------------------
Trico Marine Services, Inc. (OTC Pink Sheets: TMARQ) (OTC.BB -
TRMA) has successfully completed its Chapter 11 reorganization and
it and two principal subsidiaries have emerged from bankruptcy.

Thomas Fairley, Trico's President and Chief Executive Officer
commented, "We are pleased to emerge from bankruptcy and I would
like to thank the Company's customers, employees and suppliers for
their continued support. Their loyalty and hard work have made it
possible to reach this point on such an expedited schedule."

Chapter 11 petitions were filed by Trico and its two principal
U.S. subsidiaries on December 21, 2004.  The U.S. Bankruptcy Court
for the Southern District of New York confirmed Trico's Plan of
Reorganization on January 21, 2005 and all conditions have been
met which cleared the way for Trico and its subsidiaries to emerge
from Chapter 11.

As a result of the reorganization, the Company eliminated debt and
accrued interest totaling in excess of $275 million, and reduced
annual interest expense by approximately $22.2 million. Trico
emerges with $145 million of consolidated indebtedness as well as
$53 million of borrowing capacity under its new and existing
credit facilities pro forma as of December 31, 2004.

Under the terms of the plan of reorganization, the holders of the
Company's $250 million 8-7/8% senior notes due 2012 on the date of
the Company's emergence from Chapter 11 receive, in exchange for
their total claims (including principal and accrued and unpaid
interest), 10,000,000 shares of common stock of the reorganized
Company, representing 100% of the fully-diluted common stock of
the reorganized Company before giving effect to (i) the potential
exercise of warrants to be distributed to the Company's existing
holders of common stock pursuant to the Plan and (ii) stock
options and restricted stock issued under a long-term incentive
plan.

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

The Nasdaq has assigned the stock symbol TRMA as the trading
symbol for the new common stock.

The Company also announced its new board of directors. Joseph
Compofelice will continue to serve as Trico's non-executive
chairman of the board of directors. Mr. Fairley and Edward
Hutcheson will also continue their service on the new board. Per
Staehr, Chairman of A2SEA A/S; Richard Bachmann, Chairman,
President and Chief Executive Officer of Energy Partners Ltd.;
M.W. (Bill) Scoggins, retired Executive Vice President, ExxonMobil
Production Company; and Kenneth Burke, retired Partner and former
National Energy Director of Ernst & Young, LLP have joined Trico's
board.

Mr. Compofelice said, "I, on behalf of all of the employees of
Trico, wish to extend our gratitude to our former board of
directors for their outstanding service and commitment to us. We
look forward to working with the new board, building upon the
momentum created through this process to expand our client base
and geographic presence in growing markets."

                            About Trico

Trico provides a broad range of marine support services to the oil
and gas industry, primarily in the Gulf of Mexico, the North Sea,
Latin America, and West Africa. The services provided by the
Company's diversified fleet of vessels include the marine
transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and
removal of offshore facilities.  Visit the Company's Web site at
http://www.tricomarine.com/for additional information.

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


TRUMP HOTELS: Wants to Pay Expert Witnesses' Fees & Expenses
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will hold
a hearing to consider confirmation of Trump Hotels & Casino
Resorts, Inc., and its debtor-affiliates' Plan on April 5, 2005.  
To demonstrate that the Plan meets the requisite statutory
requirements for confirmation, the Debtors need to present
evidence and expert testimony.

According to Robert A. Klyman, Esq., at Latham & Watkins LLP, in
Los Angeles, California, the Debtors will, if appropriate, use
Appraisal Group International Ltd., CBIZ Valuation Group LLC and
Deloitte & Touche LLP to provide expert testimony in support of
their Plan.

By this motion, the Debtors seek the Court's authority to pay
fees and expenses of the Expert Witnesses in connection with the
Plan confirmation.  The Debtors propose to pay the fees and
expenses in accordance with the terms of the contracts entered
into with each of the Experts.

                            AGI Contract

Prior to their bankruptcy petition date, the Debtors entered into
a contract with AGI, a valuation and consulting firm.  Pursuant to
the AGI Contract, the firm agreed to conduct an appraisal of
certain property of the Debtors known as the "World's Fair Site,"
and prepare a written report summarizing its analysis and
conclusions.  Pursuant to the terms of the AGI Contract, the
Debtors paid AGI $5,000 for the AGI Report.  The AGI Contract also
provides that AGI will be compensated for attending any court
hearings on an hourly basis with a half-day minimum.  AGI's
current hourly rate is $200.

                           CBIZ Contracts

CBIZ is an independent, full-service valuation company, which
serves clients in the United States and abroad.  On July 28,
2004, the Debtors and their counsel Latham & Watkins LLP entered
into a contract with CBIZ.  Pursuant to the Initial CBIZ
Contract, CBIZ agreed to provide a valuation of the rights in
perpetuity to the Trump trade name for purposes of gaming and
related industries, and prepare a written report summarizing its
methodology, scope, analyses, assumptions and conclusion of
value.  Pursuant to the Initial CBIZ Contract, the Debtors paid
CBIZ $50,000 for the CBIZ Report and agreed to reimburse the firm
of related reasonable and accountable out-of-pocket expenses.  In
addition, the Initial CBIZ Contract provides that services
requested by the Debtors after the issuance of the CBIZ Report
will be billed separately at CBIZ's normal hourly rates plus
reimbursement of reasonable and accountable out-of-pocket
expenses.  The firm's current hourly rates are:

       Consultant                         $130
       Senior Consultant                  $150
       Senior Manager                     $240
       Director                           $250
       Managing Director                  $300

On February 25, 2005, CBIZ, the Debtors and Latham & Watkins
agreed to amend the CBIZ Contract.  Pursuant to the Second CBIZ
Expansion Contract, CBIZ agrees to update the CBIZ Report and the
Debtors agree to pay CBIZ a $25,000 fee and reimburse the firm of
its reasonable and accountable out-of-pocket expenses.  The
Debtors ask the Court to approve the Second CBIZ Expansion
Contract.

                         Deloitte Contract

Prior to the Petition Date, the Debtors entered into an agreement
with Deloitte, a professional services firm.  Under the
Agreement, Deloitte will prepare a liquidation analysis of the
Debtors for use in connection with the confirmation of the Plan.
The Debtors do not owe Deloitte any amounts for fees and expenses
incurred prior to the Petition Date.

On February 28, 2005, the Debtors and Latham & Watkins entered
into another contract with Deloitte.  Pursuant to the Deloitte
Contract, the firm agreed to, among others, provide testimony
regarding the Liquidation Analysis.  The Debtors will pay
Deloitte pursuant to the firm's hourly rates.  The Debtors also
reimburse the firm for expenses incurred.  At present, Deloitte
charges these hourly rates:

       Partners, Principals, Directors    $600 - $750
       Senior Managers & Managers         $450 - $580
       Senior Consultants & Staff         $225 - $375

The Debtors ask Judge Wizmur to approve the Deloitte Contract.

                   Debtors Need Expert Witnesses

"[T]he Experts have the requisite expertise not only in their
respective industries but also with respect to the Debtors'
operations and assets to testify in support of confirmation of
the Plan," Mr. Klyman says.  "Further, by virtue of the services
previously performed by the Experts, they are uniquely qualified
to provide the testimony for which the Debtors intend to call
them as witnesses."

While AGI, CBIZ and Deloitte did provide services to the Debtors
prepetition, Mr. Klyman notes that they have not provided any
significant services that are "central to the administration of
the bankruptcy cases."  The Debtors anticipate that the Experts'
postpetition services will include updating their prepetition
work and providing expert testimony in connection with the
Confirmation Hearing.  Thus, the Experts' retention for the
purpose of testifying at the Confirmation Hearing and the payment
of the related fees and expenses is appropriate pursuant to
Section 363 of the Bankruptcy Code.

Mr. Klyman adds that the Debtors' entry into the Second CBIZ
Contract and the Deloitte Contract "is critical to the successful
confirmation of the Plan."

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its   
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: Trump Indiana Wants to Assume Buffington Lease
------------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, Trump Indiana,
Inc., seeks the permission of the U.S. Bankruptcy Court for the
District of New Jersey to assume an unexpired Parking Lease with
Buffington Harbor Parking Associates LLC.

Charles A. Stanziale, Jr., Esq., at Schwartz Tobia & Stanziale,
in Montclair, New Jersey, relates that Trump Indiana is a 50%
member of Buffington.  The remaining 50% interest is owned by AMB
Parking LLC.  Buffington owns a multi-level parking garage
adjacent to Trump Indiana's riverboat gaming casino in Gary,
Indiana.  Buffington leases the Garage to Trump Indiana pursuant
to the Parking Lease dated June 19, 2001.

Under a Construction and Term Loan Agreement by and between
Buffington, as borrower, and Firstar Bank, NA, as lender,
Buffington borrowed money to finance the construction of the
Garage.  As of February 28, 2005, Buffington owes $17,495,407
under the Loan Agreement.

Mr. Stanziale informs the Court that the commencement of Trump
Indiana's bankruptcy case and Trump Indiana's failure to assume
the Lease may constitute an event of default under the Loan
Agreement.

The occurrence of an event of default under the Loan Agreement
could cause the Bank to foreclose upon the Garage.  If the Bank
were to foreclose, Trump Indiana could lose its indirect
ownership interest in the Garage.  Trump Indiana's customers
would also lose the right to park in the Garage when visiting the
Casino and thus would no longer have a convenient access to the
Casino.  In addition, the event of default could have negative
consequences to Trump Indiana under the terms of Buffington's
operating agreement.

To avoid the negative consequences, Trump Indiana needs to assume
the Lease.

There are no cure costs that will be payable in connection with
the assumption of the Lease, Mr. Stanziale adds.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its   
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


UAL CORP: Wants Air Wisconsin to Submit to a Rule 2004 Examination
------------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask Judge Wedoff to compel Air Wisconsin
Airlines Corporation to produce "an unredacted or less heavily-
redacted version" of a Jet Services Agreement Air Wisconsin
recently entered into with US Airways Group.

On February 28, 2005, Judge Stephen Mitchell at the United States
Bankruptcy Court for the Eastern District of Virginia authorized
USAir to obtain $125,000,000 in DIP Financing from Eastshore
Aviation LLC and enter into the Jet Service Agreement.  The JSA
was integral to the approval of USAir's DIP Loan.

The Debtors and Air Wisconsin are parties to 20 Agreements,
including the United Express Agreement, which governs regional
jet services.  The Debtors want to verify that the terms of the
JSA do not violate the letter or spirit of any of its Agreements
with Air Wisconsin.  The Debtors informally asked Air Wisconsin
for a clearer copy of the JSA via a telephone call during the
week of February 21.  Air Wisconsin refused.  On February 28,
2005, the Debtors sent William P. Jordan, Air Wisconsin's Vice
Chairman and General Counsel, a similar faxed request.  Air
Wisconsin has not responded.

The 20 Agreements with Air Wisconsin are important assets of the
Debtors' business that govern the operation of thousands of
flights and millions of passengers each year, James H.M.
Sprayregen, Esq., at Kirkland & Ellis, in Chicago, says.
Therefore, the Agreements control millions of dollars in
revenues.  The Debtors have no interest in the rates and other
financial information.  If their request is granted, the Debtors
promise to keep all information confidential.

From the publicly available version of the JSA, Mr. Sprayregen
says, it is impossible to tell whether any terms may violate or
conflict with the Agreements.  Without viewing the actual
substance of the JSA, the Debtors are left only with the
assurance in US Airways' news release that the Agreements are
unaffected by the JSA.  This assurance "would be cold comfort in
the event that it turns out not to be accurate for all purposes,"
Mr. Sprayregen says.

                       Air Wisconsin Replies

The redacted provisions of the JSA are highly confidential, Peter
C. Blain, Esq., at Reinhart, Boerner & Van Deuren, in Milwaukee,
Wisconsin, asserts.  The JSA contains information, which if
revealed, would give a competitive advantage to other airlines
and other regional carriers negotiating their own contracts.
Almost by definition, contracts between major airlines and
regional carriers contain provisions that are sensitive.

In numerous past filings, the Debtors have acknowledged the
confidentiality of their own contract provisions and jealously
guarded the key terms.  In fact, every single agreement between
the Debtors and a regional carrier presented to the Court has
been filed under seal.  Parts of the JSA are just as confidential
as the Debtors' contracts with other parties.  However, unlike
the Debtors, US Airways and Air Wisconsin tried to identify and
redact only the truly confidential and sensitive provisions of
the JSA, as opposed to a knee-jerk position that the entire
contract is confidential.  Thus, the Debtors have seen over 95%
of the JSA, while keeping its own contracts with regional
carriers, including the United Express Agreement with Air
Wisconsin, protected under seal.

If confidential portions of the JSA were revealed to the Debtors,
the prejudice to Air Wisconsin would be real and immediate.  Air
Wisconsin is in the midst of high-stakes negotiations with the
Debtors to determine their future contractual relationship.  The
Debtors have tried to employ leverage by threatening to reject
the UEX Agreement, knowing that Air Wisconsin would suffer
enormous economic harm if its aircraft fleet fell idle.
Therefore, the JSA provides Air Wisconsin with an opportunity to
mitigate some of the harm that would arise from the Debtors'
rejection of the UEX Agreement.  Providing the Debtors with
information on the JSA would prejudice Air Wisconsin's attempts
to navigate these highly charged negotiations.

                  USAir Seeks to Protect Jet Pact

U.S. Airways Group, Inc., asks the Bankruptcy Court to enter a
Protective Order to guard the confidentiality of the redacted
portions of its Jet Service Agreement with Air Wisconsin.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
tells Judge Wedoff that the JSA contains business terms that are
confidential commercial information.  Accordingly, only a
redacted version of the JSA was filed in USAir's bankruptcy
proceedings.

The Debtors now seek, pursuant to Bankruptcy Rule 2004, to direct
Air Wisconsin to provide an unredacted copy of the JSA, which
would eviscerate the protection of USAir's confidential business
information.  Many of USAir's competitors, including the Debtors,
utilize regional jets by way of express carriers.  Therefore,
there is competition among the major air carriers in procuring
regional jet services through service agreements from express
carriers.  It is standard practice to keep regional jet service
agreements confidential as an essential element of the bargaining
process between major carriers and express carriers.

Both USAir and the Debtors follow rigorous confidentiality
practices.  All airlines enter into negotiations with express
carriers without knowledge of their competitors' regional jet
service agreement terms.  The Debtors can do the same, Mr. Leitch
says.  The Debtors are seeking to use the Bankruptcy Court to
obtain an unfair advantage in discussions with Air Wisconsin.
Third parties are never allowed to inspect terms of regional jet
service agreements, except in redacted form.  Release of redacted
JSA terms to competitors in the marketplace will cause USAir
direct, immediate and irreparable harm, Mr. Leitch tells Judge
Wedoff.  USAir's current and future bargaining position with
express carriers and its creditability in the marketplace will be
materially and adversely impacted.  Under these circumstances,
USAir is entitled to a protective order to keep the commercial
information confidential.

USAir has filed a similar motion in its own bankruptcy
proceedings in Virginia.  To avoid inconsistent rulings, Mr.
Leitch urges the two Bankruptcy Courts to coordinate their
responses to the Debtors' Rule 2004 Motion through a joint
telephonic hearing or by issuing coordinated orders.

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)


UAL CORPORATION: PBGC to Assume Ground Employee Pension Plan
------------------------------------------------------------
The Pension Benefit Guaranty Corporation is moving to assume
responsibility for the pensions of more than 36,000 active and
retired ground employees of United Airlines.

"United's pension plan for its ground employees is only 30 percent
funded, the company has missed $363 million in legally required
contributions, and management has repeatedly stated its intention
to terminate the plan," said Executive Director Bradley Belt.  
"This action was necessary at this time to protect the pension
insurance fund against further losses."

The Ground Employees' Retirement Plan has $1.2 billion in assets
to cover $4.1 billion in benefit promises.  Of the $2.9 billion
shortfall, the PBGC will guarantee payment of an estimated $2.1
billion in benefits.  The pension plan ends as of March 11, 2005.

"The decision to end a pension plan is never an easy one," said
Mr. Belt.  "But we must do everything we can to preserve our
ability to pay benefits to the more than 1 million Americans who
depend on us for their pension benefits.  This is especially true
in light of the program's current deficit."

Retirees in the United Airlines Ground Employees' Retirement Plan
will continue to receive their monthly benefit checks without
interruption, and other workers will receive their pension when
eligible to retire.  Under federal pension law, the maximum
guaranteed pension at age 65 for participants in plans that
terminate in 2005 is $45,613 per year.  The maximum guaranteed
amount is lower for those who retire earlier or elect survivor
benefits.  In addition, certain early retirement subsidies and
benefit increases made within the past five years may not be fully
guaranteed.

Until the PBGC becomes trustee, the pension plan remains ongoing
under the sponsorship of United Airlines.  Workers and retirees
with questions may consult the PBGC Web site, http://www.pbgc.gov/
or call toll-free at 1-800-400-7242.  For TTY/TDD users, call the
federal relay service toll-free at 1-800-877-8339 and ask for 800-
400-7242.

United Airlines retirees who draw a benefit from the PBGC may be
eligible for the federal Health Coverage Tax Credit. Further
information may be found on the PBGC Web site at
http://www.pbgc.gov/trade_adjustment_act_FAQ.htm

                   AMFA Vows to Wage Court Battle

In reaction to the Pension Benefit Guaranty Corporation's
announcement that it plans to terminate the pension plan for
United Airlines Ground Employees, O.V. Delle-Femine, director of
the Aircraft Mechanics Fraternal Association (AMFA), issued a
statement, saying:

   "We understand why the PBGC would want to terminate the plan
   now, to prevent the plan's unfunded obligations from growing
   even larger.  The tragedy for 36,000 UAL employees, including
   AMFA members, is that the government permitted UAL and other
   airlines to underfund their pension plans even when profits
   were strong in the 1990s.  Instead of being forced to overfund
   then for the inevitable downturns in this cyclical industry,
   the airlines were allowed to let the indebtedness to their
   pension plans grow so big that it became extremely difficult to
   repay when times got bad again.  This foreseeable tragedy is
   going to hit people who retired after 2000 especially hard.

   "We are not going to take this standing still.  We plan to
   fight this injustice in the court system.  We are encouraged by
   the fact that earlier this month, an Ontario judge denied UAL's
   request to terminate pension plans for Canadian employees and
   ordered the airline to begin funding the plans again.  The
   judge found no evidence that UAL had insufficient funds to make
   the plan payments, or that UAL's debtor arrangements prevented
   it from making the payments."

                            About AMFA

AMFA's craft union represents aircraft maintenance technicians and
related support personnel at Alaska Airlines, ATA, Horizon
Airlines, Independence Airlines, Mesaba Airlines, Northwest
Airlines, Southwest Airlines and United Airlines. AMFA's credo is
"Safety in the air begins with quality maintenance on the
ground."  To learn more about AMFA, visit http://www.amfanatl.org/

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)


ULTIMATE ELECTRONICS: Look for Schedules & Statements by April 13
-----------------------------------------------------------------
Ultimate Electronics, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for District of Delaware for more time to file
their Schedules of Assets and Liabilities and Statements of
Financial Affairs.  

The Debtors explain they more time because they have thousands of
creditors and parties in interest with 65 business locations, and
gathering the necessary information takes time.  The Debtors tell
the Court they think they can complete the task by April 13, 2005.  

The Debtors' efforts are also focused in formulating a new
business plan that must be submitted to the postpetition lenders
by mid-March.

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc.
-- http://www.ultimateelectronics.com/-- is a specialty retailer  
of consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid-to
high-end audio, video, television and mobile electronics products.  
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).  
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000


UNIFRAX CORP: Moody's Rates Planned $180M Senior Sec. Loan at B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Unifrax
Corporation's proposed new $180 million senior secured term loan.   
Proceeds from the new loan and available cash will be used to
refinance an existing $138 million term loan and pay a dividend of
about $47 million.  At the same time, Moody's affirmed the
existing ratings of Unifrax; the senior implied rating is B1. The
ratings outlook remains stable.

Ratings Assigned:

   * Guaranteed senior secured term loan, $180 million due 2012 --
     B1

Ratings Affirmed:

   * Guaranteed senior secured revolver, $35 million due 2008 --
     B1

   * Guaranteed senior secured term loan, $135 million due 2010 --
     B1

   * Senior Implied -- B1

   * Senior Unsecured Issuer Rating -- B2

The ratings consider Unifrax's moderately high leverage with pro
forma debt, adjusted for the new financing, to LTM EBITDA of 4.2
times.  This is the highest leverage has been since ASCP has been
the owner when post purchase leverage was 3.5 times LTM EBITDA.   
The ratings also consider the modest coverage of fixed charges,
the potential for weakness in the company's North American
industrial furnace end-market, product concentration, continued
dividend risk, and modest product liability risk.  Moody's notes
that the amended term loan includes a provision allowing for an
incremental term loan of up to an additional $50 million subject
to remaining with in covenant limits until the end of 2006.  If
this were to be fully borrowed leverage, using LTM adjusted EBITDA
of $46 million would move to 5.3 times a level viewed as high for
the current B1 senior implied rating.  The ratings also consider
the competitiveness of the company's markets including the
potential for increased competition from Asia and the cyclicality
of the company's automotive end-market segment.

The ratings are supported by the company's strong market position
as a manufacturer of heat resistant ceramic fibers, the large
portion of revenues derived from maintenance and refurbishment
activities, the relative stability of its operating performance
(despite challenging end-market conditions), the better than
expected operating performance due primarily to organic growth and
the diversity of its customer base.  This stability partly
reflects the large portion of revenues, above 40%, derived from
industrial-furnace maintenance and refurbishment activities.

The notching of Unifrax's new term loan at the senior implied
rating reflects the fact that all of the debt in the new capital
structure will be secured.  The credit facilities will have a
secured interest in substantially all of the company's domestic
tangible and intangible assets as well as a pledge of stock in
international subsidiaries.  Unifrax's obligations under the
credit facilities will be guaranteed by Unifrax Holding Co., by
domestic subsidiaries and by international subsidiaries (to the
extent there are no adverse tax consequences).  The creditors'
position is supported by strong covenant protection including a
cash flow sweep and limitations on acquisitions, dividends, and
capital expenditures.  Moody's also notes that a significant
portion of the company's assets are located outside of North
America.

The stable outlook reflects Moody's expectation that the company
will maintain the current volume of business, that free cash flow
will be sufficient to cover term loan amortization payments, that
absent additional dividends near-term credit metrics will remain
relatively stable or somewhat improve, and that future
discretionary payments to shareholders will not have a material
adverse affect on the credit profile.  The ratings could be
lowered if the company's operating performance deteriorates
significantly, if revolver availability significantly decreases,
if future dividends or soft operating performance would increase
leverage in excess of 5.0 times or if flexibility under the
covenants is less than anticipated.  Considering the company's
business profile, and the potential for future payments of
dividends (although Moody's notes that covenants in the credit
agreements limit dividend payments), it is highly unlikely that
the ratings would be raised.

The ratings also recognize modest litigation risk related to
potential adverse health effects from the inhalation of airborne
fibers.  However, Moody's believes litigation risk is somewhat
mitigated by the fact that the company has ongoing programs to
evaluate and address health safety concerns and to reduce employee
exposure to ceramic fibers.  Additionally, Moody's notes that
actual litigation has been very limited to date.

The ratings also consider Unifrax's high pro forma debt load of
$192 million after completion of the transaction; a 31% increase
over the debt after the 2004 dividend.  Based on LTM EBITDA of $46
million (a 24% increase year over year), pro-forma debt to EBITDA
was 4.2 times and pro-forma free cash flow to total debt was about
13% (excluding the planned dividend).  Results have recovered in
2004, reflecting the stronger U.S. economy.  Upon completion of
the proposed financing, Moody's views Unifrax's liquidity as
adequate.  The company will have at least $1 million of cash and
over $20 million of revolver availability at closing.  Term loan
amortization has been modified materially from an accelerating
amortization to one of just $1.8 million a year for the first
6 years with a bullet payment for the remaining 94% of the loan in
the 7th year.  This is a distinct change and affords more
flexability from the proposed amortization in the 2004 term loan
financing where about $3.5 million was expected to be paid in year
1, $7.5 million in year 2, and $10 million annually the following
three years.  In addition there is a provision for $50 million of
incremental borrowing for general corporate purposes subject to
meeting covenants.

This refinancing follows a similar financing in which a
$49 million dividend was paid in May of 2004 -- to date the
sponsors have received, pro forma for this transaction, a total of
$97 million in dividends excluding incremental sponsor's fees that
approach $1.5 million.  The equity sponsor American Securities
Capital Partners, LLC (ASCP) initially invested approximately
$100 million in cash equity when they purchased Unifrax in the
summer of 2003.

Unifrax Corporation, based in Niagara Falls, New York, is a
leading producer of heat resistant ceramic fiber products,
primarily for industrial, automotive and commercial customers.   
Revenues were $188 million for the year ended December 31, 2004.
American Securities Capital Partners, LLC and management are the
current owners, having acquired Unifrax in September 2003.


UNITED RENTALS: Needs Waiver of Annual Report Filing Delay
----------------------------------------------------------
United Rentals, Inc. (NYSE: URI) anticipates obtaining a waiver
from the lenders under its secured credit facility of certain
defaults arising from the delay in filing its Form 10-K.  However,
there can be no assurance of this and, if the waiver is not
obtained, the lenders may require immediate repayment of all
outstanding borrowings.  Furthermore, the requisite percentage of
holders of various other securities issued by the company, or the
trustee under the applicable indenture, could elect to declare an
event of default based on the delay in filing the Form 10-K.  In
this event, if the company were unable to obtain a waiver or
effect a cure within the applicable grace period, these holders or
the trustee could accelerate the maturity of the debt.  

                       About the Company

United Rentals, Inc., is the largest equipment rental company in
the world, with an integrated network of 730 rental locations in
47 states, ten Canadian provinces and Mexico.  The company's
12,700 employees serve construction and industrial customers,
utilities, municipalities, homeowners and others.  The company
offers for rent over 600 different types of equipment with a total
original cost of $3.7 billion.  United Rentals is a member of the
Standard & Poor's MidCap 400 Index and the Russell 2000 Index(R)
and is headquartered in Greenwich, Connecticut.  Additional
information about United Rentals is available at
http://www.unitedrentals.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2004,  
Fitch Ratings initiates coverage on United Rentals, Inc. -- UR --  
and its principal operating subsidiary United Rentals, Inc.  North  
America -- URNA. The ratings are:

   United Rentals, Inc.:

   -- Subordinated debt 'B'.

   United Rentals, Inc. (North America) (Guaranteed by United
   Rentals, Inc.):

   -- Senior secured debt 'BB';
   -- Senior unsecured debt 'BB-';
   -- Subordinated debt 'B'.

Fitch says the Rating Outlook is Stable.  Approximately
$3.1 billion of securities are covered by Fitch's actions.

As reported in the Troubled Company Reporter on Sept. 1, 2004,  
Standard & Poor's Ratings Services placed its 'BB' corporate  
credit rating and its other ratings on United Rentals (North  
America), Inc., on CreditWatch with negative implications.  The  
action followed the announcement by the company that it received  
notice from the SEC of a non-public, fact-finding inquiry of the  
company.  Although no specific reason or scope has been cited for  
the investigation, the notice was accompanied by a subpoena  
requesting the production of documents relating to certain of the  
company's accounting records.


UNITED RENTALS: Expects to Meet or Exceed 2004 Outlook
------------------------------------------------------
United Rentals, Inc. (NYSE: URI) said results for 2004, while not
yet finalized, are expected to meet or exceed the outlook provided
in the third quarter earnings release on October 20, 2004.

Unaudited Financial Highlights

   -- Total revenues increased 12.7% for the fourth quarter and
      8.4% for the full year 2004 to a record $3.11 billion.

   -- Same-store rental revenues in the general rentals segment
      increased 13.1% for the fourth quarter and 10.9% for the
      full year.

   -- Rental rates increased 7.4% for the fourth quarter and 7.5%
      for the full year.

   -- Cash flow from operations was $761 million for the full
      year.

   -- Free cash flow was $385 million after total rental and non-
      rental capital expenditures of $635 million.

   -- The total cash balance at December 31, 2004 was $302
      million, an increase of $223 million from 2003.

   -- The company determined, in the course of Sarbanes-Oxley
      testing, that the provision for income taxes was higher than
      required for periods prior to 2004; the company will restate
      pre-2004 results to reduce the provision for income taxes by
      a total of approximately $25 million.

      Selected Business Highlights and Unaudited Financial Data

The company will delay finalizing its 2004 results and filing its
Report on Form 10-K to allow additional time to review matters
relating to the previously announced SEC fact-finding inquiry.
The company believes this delay will extend beyond the Form 10-K
due date, including the 15-day extension period.  This delay will
also give the company time to complete work on the income tax
restatement and its evaluation and testing of internal controls
and other items described below.  The selected financial data and
2004 outlook provided in this press release are unaudited and
subject to change based on completion of the audit or the outcome
of the SEC inquiry or internal review.  This data should not be
viewed as a substitute for full financial statements or as a
measure of the company's performance.

Total revenues for the fourth quarter of 2004 were $836.4 million,
an increase of 12.7% compared with $742.2 million for the fourth
quarter of 2003.  Dollar utilization for the fourth quarter of
2004 was 62.9%, an increase of 4.6 percentage points from the
fourth quarter of 2003.  The size of the rental fleet, as measured
by the original equipment cost, increased to $3.7 billion at
December 31, 2004 from $3.5 billion at December 31, 2003.  The age
of the rental fleet was 40 months at the end of 2004 and 2003.

Total revenues for the full year 2004 were $3.11 billion, an
increase of 8.4% compared with $2.87 billion for 2003.  Dollar
utilization for the full year 2004 was 60.1%, an increase of 3.0
percentage points from the prior year.

Cash flow from operations was $761.0 million for the full year
2004 and proceeds from rental equipment sales were $235.2 million.  
Total capital expenditures were $634.6 million in 2004 compared
with $377.9 million in 2003.  After capital expenditures, free
cash flow was $385.1 million for the full year 2004 compared with
$145.7 million for the full year 2003.

                     General Rentals Segment

The general rentals segment includes the rental of more than 600
types of construction, aerial, industrial and homeowner equipment
as well as related sales and service. General rentals segment
revenues were 92% of total revenues for the full year 2004.

Fourth quarter 2004 revenues for the general rentals segment were
$771.7 million, an increase of 15.7% compared with $667.3 million
for the fourth quarter of 2003. Rental rates for the fourth
quarter of 2004 increased 7.4% and same-store rental revenues
increased 13.1% from the fourth quarter of 2003. Rental revenues
generated by sharing equipment among branches were 12.6% of
segment rental revenues for the fourth quarter of 2004 compared
with 12.1% for the fourth quarter of 2003.

Full year 2004 revenues for the general rentals segment were $2.85
billion, an increase of 12.4% compared with $2.54 billion for
2003. Rental rates for the full year 2004 increased 7.5% and same-
store rental revenues increased 10.9% from 2003. Rental revenues
generated by sharing equipment among branches were 11.8% of
segment rental revenues for the full year 2004 compared with 11.5%
for the full year 2003.

                     Traffic Control Segment
  
The traffic control segment includes the rental of equipment for
controlling traffic as well as related services and activities.  
Traffic control segment revenues were 8% of total revenues for the
full year 2004.

Fourth quarter 2004 revenues for the traffic control segment were
$64.7 million compared with $74.9 million for the fourth quarter
of 2003, a decline of $10.2 million or 13.6%.

Full year 2004 revenues for the traffic control segment were
$254.9 million compared with $330.2 million for 2003, a decline of
$75.3 million or 22.8%.

            CEO Comments on Performance and Outlook

Wayland Hicks, chief executive officer said, "2004 was an
important year for United Rentals.  We surpassed $3 billion of
revenues for the first time and our free cash flow of $385 million
was the highest in our company's history.  Our intense efforts to
improve rental rates resulted in a 7.5% rate improvement in 2004,
our highest annual increase.

"Our revenue growth of 8.4% continues to outpace our primary end
market, private non-residential construction, which recovered 4%
in 2004 according to Department of Commerce data.  This
achievement reflects strong revenue growth of 12.4% in our general
rentals segment, partially offset by continued weakness in our
traffic control segment.

"Our 2005 outlook is for total revenues of $3.4 billion.  This
outlook assumes 11% revenue growth in the general rentals segment,
partially offset by a continued decline in our traffic control
segment.  Growth in general rentals is expected to be driven by
continuing our rate initiatives, targeted for at least a 5%
increase in rental rates; expanding our rental fleet; the planned
opening of 30 to 35 new locations; and increasing contractor
supplies revenues 25%.  Our outlook assumes continued modest
growth in non-residential construction which, despite growth in
2004, is still about 20% below peak historical levels.

"We'll finalize our results as soon as possible. However, it's
important to take the extra time needed to review matters related
to the SEC inquiry.  In the interim, we have provided selected
unaudited financial data that highlights our progress over the
past year.

"We continue to feel positive about industry fundamentals and the
direction of our business.  We remain focused on our goals of
driving revenue growth, improving our margins and increasing our
return on capital.  We plan to achieve these goals primarily
through strong organic growth and new branch openings."

                SEC Non-Public Fact-Finding Inquiry
  
As previously announced, the SEC is conducting a non-public
fact-finding inquiry of the company.  The company is cooperating
with the SEC, continues to provide information to the SEC and has
formed a special committee of independent directors with separate
counsel to review matters relating to the SEC inquiry.  The
inquiry appears to relate to a broad range of the company's
accounting practices and does not seem to be confined to a
specific time period.

        Restatement of Financial Results for Prior Periods
           to Reduce Income Tax Expense and Other Items

During testing of the company's internal controls, as required by
Section 404 of the Sarbanes-Oxley Act, the company determined that
the provision for income taxes was higher than required for
periods prior to 2004.  The company has not finally determined the
impact this will have on specific periods, but estimates the
correction of this will result in a decrease in the provision for
income taxes for prior years by a total of approximately $25
million, with a corresponding increase in net income.

The company expects that it will restate its financial statements
for the years 1999 through 2003 to correct the income tax
provision.  Accordingly, investors are cautioned not to rely on
the company's historical financial statements.  For additional
information, refer to the company's Current Report on Form 8-K
filed with the SEC on March 14, 2005.

The company has determined that the control deficiencies that
resulted in the income tax provision being higher than required
represented a material weakness in the company's internal controls
over financial reporting at December 31, 2004.  The company
believes that it has taken adequate measures to remedy this
weakness.

As previously reported, the company identified a material weakness
in the third quarter partially relating to its self-insurance
reserve estimation and evaluation process.  The company is
conducting additional testing of the process and reserve levels in
2004 and prior periods.

The company is also evaluating whether a material weakness exists
relating to a deficiency in reconciling physical inventory
quantities to accounting records for certain types of bulk rental
equipment inventory, which had an unreconciled difference of
approximately $4 million.

The company does not believe that any deficiency that has been
identified, including the ones noted above, would adversely impact
the 2004 outlook or the selected unaudited financial data provided
in this press release.  However, the company's evaluation and
testing of internal controls, including testing of any remediation
of deficiencies, has not yet been completed.  There can be no
assurance as to the outcome of this testing or that additional
material weaknesses will not be identified or adjustments
required.

                        About the Company

United Rentals, Inc., is the largest equipment rental company in
the world, with an integrated network of 730 rental locations in
47 states, ten Canadian provinces and Mexico.  The company's
12,700 employees serve construction and industrial customers,
utilities, municipalities, homeowners and others.  The company
offers for rent over 600 different types of equipment with a total
original cost of $3.7 billion.  United Rentals is a member of the
Standard & Poor's MidCap 400 Index and the Russell 2000 Index(R)
and is headquartered in Greenwich, Connecticut.  Additional
information about United Rentals is available at
http://www.unitedrentals.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2004,  
Fitch Ratings initiates coverage on United Rentals, Inc. -- UR --  
and its principal operating subsidiary United Rentals, Inc.  North  
America -- URNA. The ratings are:

   United Rentals, Inc.:

   -- Subordinated debt 'B'.

   United Rentals, Inc. (North America) (Guaranteed by United
   Rentals, Inc.):

   -- Senior secured debt 'BB';
   -- Senior unsecured debt 'BB-';
   -- Subordinated debt 'B'.

The Rating Outlook is Stable.  Approximately $3.1 billion of  
securities are covered by Fitch's actions.

As reported in the Troubled Company Reporter on Sept. 1, 2004,  
Standard & Poor's Ratings Services placed its 'BB' corporate  
credit rating and its other ratings on United Rentals (North  
America), Inc., on CreditWatch with negative implications.  The  
action followed the announcement by the company that it received  
notice from the SEC of a non-public, fact-finding inquiry of the  
company.  Although no specific reason or scope has been cited for  
the investigation, the notice was accompanied by a subpoena  
requesting the production of documents relating to certain of the  
company's accounting records.


VERTEX INTERACTIVE: Liquidity Issues Trigger Going Concern Doubt
----------------------------------------------------------------
Vertex Interactive, Inc., discloses that its management doubts the
company's ability to continue as a going concern based on the
company's:

   (1) $21,802,000 working capital deficiency at Dec. 31, 2004,

   (2) $23,686,000, stockholders' deficiency at Dec. 31, 2004,

   (3) recurring losses,

   (4) historic rate of cash consumption,

   (5) the uncertainty arising from its default on one of its
       notes payable,

   (6) the uncertainty of its liquidity-related initiatives, and

   (7) the reasonable possibility of on-going negative impacts on
       the Company's operations from the overall economic
       environment for a further unknown period of time.

The Company's ability to continue as a going concern will require,
on a going-forward basis, Vertex to raise substantial funds to
finance:

     (i) continuing operations,

    (ii) the further development of its enterprise software
         technologies,

   (iii) the settlement of existing liabilities including past due
         payroll obligations to its employees, officers and
         directors, and its obligations under existing or possible
         litigation settlements, and

    (iv) possible selective acquisitions to achieve the scale
         management believes will be necessary to enable Vertex to
         remain competitive in the global SCM industry.

There can be no assurance that the Company will be successful in
raising the necessary funds.

                        Late Payroll Payments

As a result of its severe cash constraints the Company had fallen
as much as two to three months behind in meeting its payroll
obligations to its employees subsequent to September 30, 2002.
The Company has been meeting its current payroll obligations, and
has attempted to pay overdue employee payroll obligations as cash
resources become available.  However, in a letter dated April 3,
2003 the New Jersey Department of Labor has assessed the Company a
penalty of $154,000 for failure to pay payroll on a timely basis.
The Company entered into Consent Order and Agreement with the
N.J.D.O.L. to pay down this obligation, starting with an initial
payment on April 30, 2004 of $18,000, which the Company has made,
and then monthly payments of $30,000 starting on June 1, 2004,
which the Company has made, until the balance of the payroll
obligations are paid.

In addition, a number of former employees of a California based
division of Vertex had filed claims with the California Department
of Labor for non payment of wages for the second half of July
2002; the final payroll prior to the closing of the division.  The
Company had disputed the claims, primarily on the basis of the
lack of documentation for hours worked during the period.  However
in July 2003, these claims were heard by the California Department
Of Labor and the amounts claimed, together with interest and
penalties aggregating approximately $100,000, which remain unpaid
as of December 31 2004, were granted to these former employees.

Vertex' sources of ongoing liquidity include the cash flows from
operations, potential new credit facilities and potential
additional equity investments.  Consequently, Vertex continues to
aggressively pursue obtaining additional debt and equity
financing, the restructuring of certain existing debt obligations,
and the reduction of its operating expenses. In addition, it has
structured its overall operations and resources around high margin
enterprise products and services.  However, in order to remain in
business, the Company must raise additional cash in a timely
fashion.

In light of current economic conditions, Vertex management now
anticipates, but cannot assure, reaching the point at which the
Company will generate cash in excess of its operating expenses in
the quarter ending June 30, 2005.  However, the Company had
current obligations at December 31, 2004 accumulated during the
past several years that substantially exceeded its current assets
and, to the extent that it cannot settle existing obligations in
stock or defer payment of its obligations until it generates
sufficient operating cash, Vertex will require significant
additional funds to meet accrued non-operating obligations, to
fund operating losses, if required, short-term debt and related
interest, capital expenditures and expenses related to
cost-reduction initiatives, and to pay liabilities that could
arise from litigation claims and judgments.

Vertex Interactive, Inc. is a global provider of supply chain
management technologies, including enterprise software systems and
applications, that enable its customers to manage their orders,
inventory and warehouse needs, consultative services, and software
and hardware service and maintenance.  The Company serves its
clients, substantially all of which are in North America, through
three general product and service lines: (1) enterprise solutions;
(2) point solutions; and, (3) service and maintenance for its
products and services, including service and maintenance of
software and hardware it resells for third parties.


VOLUME SERVICES: Moody's Rates New $215M Sr. Sec. Facility at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$215 million senior secured credit facility of Volume Services
America, Inc., Volume Services, Inc., and Service America
Corporation, subject to review of final documentation.

The new debt will refinance existing debt and provide capital for
growth.  Centerplate operates concession services at 133 sports
facilities, convention centers, and other entertainment facilities
across the United States.  Negatively impacting the ratings are
the substantial cash outflows to service the Income Deposit
Securities and the high dependence on contracts at a relatively
few facilities for professional baseball and football teams.
However, benefiting the ratings are loan agreement provisions that
would reduce service for $277 million of unrated Income Deposit
Securities during an operating slowdown and the high renewal rate
of expiring contracts.  Moody's withdrew its previous ratings on
Volume Services America after the company repaid all rated debt in
December 2003.

Ratings assigned are:

   * $215 million secured Credit Facility at B2,
   * Senior implied rating at B2,
   * Long-term issuer rating at Caa1, and the
   * Speculative Grade Liquidity Rating at SGL-3.

Moody's has not assigned ratings to the Income Deposit Securities
that were issued in December 2003.  The rating outlook is stable.

The ratings reflect the high fixed charge burden for debt service
and dividend payments, the significant concentration of revenue
and profitability (10 largest contracts account for about 43% of
revenue and 50% of EBITDA), and the variable nature of the
company's revenue stream that results from a lull between the time
the professional football season ends and the professional
baseball season begins.  The company's moderate size and financial
flexibility relative to its primary competitors such as Aramark
(senior unsecured of Baa3) and Sodexho, the unpredictability of
sporting event attendance, and the standard requirement to make a
significant up-front investment upon winning a concession bid also
restrain ratings at the current level.

However, the ratings recognize the loan agreement covenants
designed to reduce cash outflows for debt service and dividend
payments in a period of operating and financial stress, the long
average remaining contract life of 8 years, and the 88% renewal
rate for expiring contracts.  The company's position as a leading
provider of concession services at Major League Baseball and
National Football League venues, the diversity from providing
concession services to convention centers and other professional
sports such as minor league baseball, and Moody's expectation that
Centerplate will continue to win incremental new contracts also
benefit the ratings.

The Speculative Grade Liquidity Rating of SGL-3 considers Moody's
expectation that operating cash flow likely is adequate to cover
maintenance capital expenditures, interest expense, cash taxes,
and working capital fluctuations over the next 4 quarters (but
will be negative in some quarters), but liquidity resources will
decline because of high growth capital investment and the
substantial cash dividend payments on the IDS equity component.   
The lack of additional liquidity resources, given the use of
virtually all assets to secure debt obligations, also limits the
liquidity rating.  Benefiting the liquidity position over the next
12 months are about $80 million of revolving credit facility
availability and $25 million in cash.  Moody's expects that the
company will comply with all bank loan covenants and will not
become subject to restrictions on cash payments for the debt and
equity portions of the IDS within the short-term.  Moody's notes
that final bank loan documents had not been negotiated prior to
this rating assignment.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity, continue to renew existing
concession contracts at a high rate, and steadily grow revenue and
cash flow from incremental new contracts.  Factors that could lead
Moody's to consider a negative rating action include medium-term
liquidity concerns, the loss of a few major concession contracts
such as the approximately 10% of revenue from Yankee Stadium, or
declines in sporting event attendance that could happen such as
when the Major League Baseball labor contract is renegotiated in
2007.  Given reasonably modest leverage for the assigned ratings
of about 4 times, an upgrade of the ratings over the longer-term
is possible if operating cash flow reliably covers all fixed
charges including dividend payments.

The B2 rating on the credit facility, comprised of a $115 million
revolving credit facility (matures in 5.0 years) and a
$100 million Term Loan B (matures in 5.5 years), recognizes that
this facility is secured by a lien on substantially all of the
company's tangible and intangible assets.  The loan agreement is
expected to contain provisions that preserve cash for the credit
facility and reduce default risk if operating performance falters
by first suspending the dividend on the IDS equity component and
then deferring cash interest payments on the IDS debt component.   
The revolving portion of the credit facility also requires a
paydown to a certain level for thirty consecutive days of every
year.  While we believe that the collateral provides some
protection, the lien does not result in notching above the senior
implied rating because of Moody's opinion that recovery would rely
on enterprise value in a hypothetical default scenario given
likely liquidation proceeds relative to book value for significant
assets.

Revenue and operating margin have modestly increased over time as
the company typically wins several incremental concession
contracts per year and retains most expiring contracts.  However,
revenue fell slightly in 2004 relative to 2003 from losing the San
Diego Padres concession contract and fewer baseball and football
playoff games at Centerplate facilities.  Leverage of about 4
times is modest for the rating category, but high fixed charges
associated with the 13.5% senior subordinated IDS notes, IDS
dividend payments that substantially exceed net income, and
significant capital investment in many new/renewed contracts cause
a significant cash flow deficit.

Centerplate, Inc., headquartered in Spartanburg, South Carolina,
operates concession, catering, and merchandising services at
133 sports facilities, convention centers, and other entertainment
venues across the United States.  Revenue equaled $607 million for
the year ending December 2004.


W.R. GRACE: Reports on Status of Disclosure Statement Objections
----------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates advise the U.S.
Bankruptcy Court for the District of Delaware of the status of the
remaining objections to their Disclosure Statement.

The remaining Objections are those filed by:

   -- Sealed Air Corporation and Cryovac Inc.;

   -- the Official Committee of Asbestos Personal Injury
      Claimants;

   -- Maryland Casualty Company, Zurich American Insurance
      Company, & Zurich International (Bermuda) Ltd.;

   -- the Libby Claimants;

   -- the Futures Representative;

   -- the Office of the United States Trustee; and

   -- the Official Committee of Asbestos Property Damage
      Claimants.

The Debtors report that they have been pursuing negotiations with
the Objecting Parties.  The Debtors also revised their Disclosure
Statement to address certain of the Objecting Parties' concerns.

A chart of the remaining Disclosure Statement Objections, the
actions taken to resolve them, and their current status is
available for free at:

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

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/--supplies catalysts and silica products,    
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 81; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Wants Solicitation Period Expanded to Aug. 31
----------------------------------------------------------------
As previously reported, WestPoint Stevens, Inc. and its
debtor-affiliates filed on January 20, 2005, a Chapter 11 Plan,
which represents a proposed compromise and settlement of the First
Lien Lender Claims.  The Debtors had hoped that filing the Plan
would:

    -- break the impasse between the Steering Committee, who own
       or control 51% of the claims of the First Lien Lender
       group, and affiliates of Carl Icahn, who own or control 40%
       of the claims of the First Lien Lender group; and

    -- lead to a consensual resolution of their Chapter 11 cases.

Unfortunately, despite the Debtors' persistent efforts, the
Steering Committee and Mr. Icahn remain divided and have informed
the Debtors they will not support the Debtors' Plan.

Accordingly, to maximize the value of their assets for the benefit
of their estates, creditors, and all parties-in-interest, the
Debtors believe that it is necessary to move forward with a sale
of substantially all of their assets pursuant to Section 363(b) of
the Bankruptcy Code.

Following the closing of the sale transaction, the Debtors
anticipate they will file an amended Plan and Disclosure
Statement, which will provide for the distribution of the Debtors'
remaining assets among their creditors.  Once the amended Plan and
Disclosure Statement are filed, the Debtors will solicit plan
acceptances.  Because the Debtors' exclusive period to solicit
acceptances to a chapter 11 plan is currently set to expire on
March 21, 2005, they require an additional extension to take them
through the sale process.

Accordingly, the Debtors ask the United States Bankruptcy Court
for the Southern District of New York to extend their Exclusive
Solicitation Period through August 31, 2005, which will give them
sufficient time to market the company, complete the auction and
sale process, amend their Plan and solicit plan acceptances.

Judge Drain will convene a hearing at 10:00 a.m. on April 7, 2005,
to consider the Debtors' request.

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)  


WIDEOPENWEST FINANCE: Moody's Affirms B2 & Junk Ratings
-------------------------------------------------------
Moody's affirmed all ratings for WideOpenWest Finance LLC
following the company's announcement of a $100 million debt
financed dividend to shareholders.  The affirmation considers the
company's improving operating and credit metrics prior to the
dividend offset by this somewhat anticipated increase in debt.
Proceeds will come from the increase in the Term Loan B following
an amendment to its senior secured bank credit facilities.  
Ratings are:

   * $30 million Senior Secured Revolver due 2010 -- B2

   * $80 million Senior Secured Term Loan A due 2010 -- B2

   * $270 million (upsized from $170 million) Senior Secured Term
     Loan B due 2011 -- B2

   * Senior Implied Rating -- B2

   * Senior Unsecured Issuer Rating -- Caa1

   * Rating Outlook -- Stable

Absent the pro forma increase in leverage, Moody's would have
likely considered revising the ratings upward based on declining
leverage and continued strong operating trends; the current
ratings can thus sustain the incremental debt.  With the proposed
transaction, leverage will slightly exceed 5 times on a pro forma
basis immediately following close, but Moody's anticipates
leverage will fall below 5 times on a trailing 12 months basis by
the first half of 2005, and on an annualized basis in the first
quarter of 2005.  WOW's leverage declined to below 4 times from
about 5 times on a trailing twelve months basis in 2004.

WOW's B2 senior implied rating continues to reflect the inherent
challenges facing an overbuilder, including lack of scale and
lower margins; an increasingly competitive operating environment;
and less certain asset value in a distress scenario, relative to
an incumbent cable operator.  Moreover, Moody's demands stronger
credit metrics from overbuilders to achieve rating levels
comparable to their larger and more established peers, and the B2
senior implied rating is lower than anticipated leverage under 5
times and interest coverage in the high 3 times range might
suggest.  With less than 400,000 basic subscribers and only four
key Midwestern markets, WOW lacks the scale and diversity benefits
of its more established incumbent pay television competitors.  
Though marketing costs benefit from consistent offerings across
markets, WOW cannot achieve the purchasing power of a larger
operator, a negative particularly for programming costs, which
represent its single largest expense.

The ratings also, however, incorporate the highly upgraded
network; modestly positive free cash flow and expectations for it
to rise; as well as the high penetration of advanced services,
anticipated to continue based on attractive demographics and the
high quality customer service.  WOW also benefits from its highly
upgraded network, which limits capital expenditure requirements
and supports continued growth of advanced services, improving the
company's free cash flow profile.  WOW's success oriented capital
expenditures represented approximately 70% of total capital
expenditures in 2003 and 2004, a ratio in line with its more
established peers.  Moody's anticipates this portion of capital
expenditures will continue to rise as a percent of the total,
improving financial flexibility.  The network also positions WOW
favorably to continue to execute on its bundled strategy and drive
penetration of advanced services.  Bundled customers account for
over half of WOW's customer base, which compares favorably to
established cable operators, and its high speed data penetration
of basic subs is approaching 60%, significantly greater than
incumbent cable operators.

The stable outlook incorporates expectations that leverage will
approach the low 4 times range as 2005 progresses and the company
will continue to generate modest free cash flow in the $2 million
range in 2005, comparable to the 2004 level.  Continued strong
operating trends and improving credit metrics would drive upward
ratings momentum.  Moody's would likely consider revising the
outlook to positive in the latter half of 2005 if the company
continues to achieve its operating plan and if its projections for
meaningful de-leveraging continue as before.  Conversely, material
deterioration in financial and operating performance or additional
shareholder dividends could warrant a shift to a negative outlook,
although Moody's views this scenario as less likely.

Bank debt represents the totality of the debt capital structure,
and the senior implied and bank ratings are therefore equivalent.

WOW competes directly with incumbents Comcast Corporation (Baa3)
in Detroit and Chicago, Time Warner Cable Inc. (Baa1) and Insight
Communications Company, Inc. (B1) in Columbus, and Adelphia in
Cleveland for video and high speed data, as well as direct
broadcast satellite (DBS) providers for video and regional Bell
operating companies (RBOCs) for DSL.

WOW's telephony offering will also face competition from both the
incumbents and the RBOCs.  Although Moody's believes WOW has
established, and can retain, a successful niche market over the
intermediate term, it faces a longer term expansion conundrum; if
an overbuilder encroaches too far into incumbent territory, the
incumbent may shift its focus from the larger RBOC and DBS foes
and respond with a more aggressive attempt to drive the
overbuilder out of business.  Thus, any effort to achieve the
benefits of scale risks the competitive wrath of any of the larger
competitors, which in many cases maintain an investment grade
credit profile.  Moody's nevertheless considers the company's
forecast for basic subscriber penetration approaching the mid to
high 20% range in the later years reasonable.  In Moody's view,
competition across the video, voice, and high speed data converged
market continues to intensify, which will likely further pressure
pricing and margins and require increased spending (both operating
expenses and capital expenditures) to attract and retain
subscribers.

WideOpenWest Finance, LLC, a subsidiary of WideOpenWest Holdings,
LLC, is an overbuilder providing cable TV and high speed Internet
services in competition with incumbent wireline providers of the
same services in portions of Illinois, Michigan, and Ohio.  The
company maintains its headquarters in Englewood, Colorado.


WORLDCOM: Manhattan Jury Finds Bernie Ebbers Guilty of Fraud
------------------------------------------------------------
A jury weighing the evidence presented in the government's
criminal prosecution of Bernard Ebbers, WorldCom's ex-CEO,
returned guilty verdicts yesterday.  The jury rejected Mr. Ebbers'
defense that he didn't know the details of the $11 billion
accounting fraud that resulted in WorldCom's collapse and the
filing of the largest corporate bankruptcy case in U.S. history.  

The jury returned guilty verdicts on all of the government's
allegations of fraud, conspiracy and filing false documents with
securities regulators.  

Mr. Ebbers, 63, faces up to 85 years in prison.  A sentencing
hearing is scheduled for June 13 in the U.S. District Court for
the Southern District of New York.


WORLDCOM: Settles Aerotel's Class 6 Gen. Unsec. Claim for $15.8M
----------------------------------------------------------------
On January 22, 2003, Aerotel Ltd., Aerotel U.S.A., LLC, and
Aerotel U.S.A., Inc., sought for the allowance and payment of an
administrative expense claim for $10.5 million arising out the
WorldCom, Inc. and its debtor-affiliates' alleged postpetition
infringement of the '275 Patent for the period through
December 31, 2002, and for additional damages as and when accrued
based on the Debtors' alleged continued postpetition infringement.

On January 26, 2003, Aerotel filed Claim Nos. 9063 through 9089
against the Debtors, asserting a claim for $170 million for the
Debtors' alleged direct and indirect infringement of the '275
Patent through the sale, offer for sale and use of Prepaid Cash
Card products and services during the period from July 1996
through the Petition Date.  On January 21, 2003, Aerotel filed
additional claims -- Claim Nos. 16166 through 16174 -- against
additional Debtors.  These claims were also filed on a joint and
several basis, and Aerotel asked that all of its claims be
considered jointly.

The Debtors objected to Aerotel's Bankruptcy Claims.  The
Debtors' time to object to Aerotel's Administrative Claim has been
extended by agreement.

To resolve their disputes, the parties entered a Settlement
Agreement and Confidential License Agreement, the terms of which,
except to the extent disclosed, are confidential.

In a Court-approved stipulation, the parties agree that:

   (a) The Parties are authorized to perform under that certain
       Settlement Agreement dated November 30, 2004, between and
       among the Debtors and Aerotel, and that certain
       Confidential License Agreement pursuant to which the
       Debtors took a non-exclusive license to the '275 Patent
       between and among the Debtors and Aerotel.

   (b) In full and complete settlement of Aerotel's Bankruptcy
       Claims, Aerotel will have an agreed Allowed Class 6 General
       Unsecured Claim for $15,834,000, against each of the
       Debtors on a joint and several basis, pursuant to Section
       502 of the Bankruptcy Code, without any right of objection
       or offset of any kind.  Distributions on account of
       Aerotel's Allowed General Unsecured Claim will be made in
       accordance with the Plan.

   (c) In full and complete settlement of Aerotel's Administrative
       Claim for the period from July 22, 2002, through
       December 31, 2003, MCI will pay Aerotel $4,179,000.

   (d) Pursuant to the Confidential License Agreement, Aerotel and
       their affiliates will grant to MCI and its affiliates, a
       worldwide, non-exclusive license for the '275 Patent from
       January 1, 2004, until the '275 Patent lapses or expires,
       or all of its claims are declared invalid or unenforceable
       by a non-appealable judgment, order, or decree.

   (e) Because the Settlement Agreement and the Confidential
       License Agreement contain proprietary information, the
       Parties have agreed not to disclose the terms of the
       Settlement Agreement or the Confidential License Agreement,
       unless required by the Bankruptcy Court or other court
       order.

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)


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Long Island Chapter Dinner with the County Executives
         Jericho, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

March 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast/Panel Discussion
         The Union League, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

March 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         The Westin Fort Lauderdale, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Strategic Cost Management
         Southampton, United Kingdom
            Contact: southampton@tma-uk.org
                     or http://www.turnaround.org/

March 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

March 19, 2005
   NEW YORK INSTITUTE OF CREDIT
      Business-Exchequer Metropolitan Credit Club Night at the
      Races
         Meadowlands
            Contact: 212-551-7920 or info@nyic.org

March 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New Jersey Chapter Awards Ceremony
         Newark Club
            Contact: 312-578-6900 or http://www.turnaround.org/

March 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Panel [Carolinas]
         The Westin Hotel, NC
            Contact: 704-926-0359 or http://www.turnaround.org/

March 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 29, 2005
   NEW YORK INSTITUTE OF CREDIT
      475 Esquire Toppers Credit Club Top Hat Award Presented to
      John Daly, CIT
         New York Hilton
            Contact: 212-551-7920 or info@nyic.org

March 30, 2005
   NEW YORK INSTITUTE OF CREDIT
      Factoring 2005
         Arno's Ristorante, NY
            Contact: 212-551-7920 or info@nyic.org

March 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Chapter April Fools Party
         University Club, NYC
            Contact: 312-578-6900 or http://www.turnaround.org/

April 7-8, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         San Francisco, CA
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu

April 8-9, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      The NABT Spring Seminar
         Don CeSar Beach Resort St. Petersburg, FL
            Contact: 803-252-5646 or info@nabt.com
  
April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/
  
April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
     Wilbur Ross - Joint Breakfast Meeting with Association for
     Corporate Growth
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

April 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Chapter / Finance Network Club Spring Dinner
         Sheraton Suites Cypress Creek, Ft. Lauderdale, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA South Florida Golf Day
         Carolina Club, Margate, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Contact: 716-440-6615 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

April 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 303-457-2119 or http://www.turnaround.org/

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 4, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/
  
May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 17, 2005
   NEW YORK INSTITUTE OF CREDIT
      26th Annual Credit Smorgasbord
         Arno's Ristorante, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA May Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Golf Tournament [Carolinas]
         Venue - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Great Lakes Regional Conference
         Peek'N Peak Resort, Findley Lake, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

May 23, 2005 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island TMA Golf Outing
         Indian Hills, Northport, LI
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Golf Tournament (for members only.)
         Fresh Meadows Country Club, Lake Success, NY
            Contact: 646-932-5532 or http://www.turnaround.org/

June 7, 2005
   NEW YORK INSTITUTE OF CREDIT
      NYIC 86th Annual Award Banquet
         New York Hilton and Towers, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

June 8, 2005
TURNAROUND MANAGEMENT ASSOCIATION
TMA-LI Women's Marketing Initiative: Afternoon Tea
Milleridge Inn, Long Island, NY
Contact: 516-465-2356 / 631-434-9500 or http://www.turnaround.org/

June 9-10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Mid-Atlantic Regional Symposium
         Atlantic City, NJ
            Contact: 908-575-7333 or http://www.turnaround.com/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or www.turnaround.org

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or www.turnaround.org

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, TX
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/
  
November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***