TCR_Public/050317.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, March 17, 2005, Vol. 9, No. 64      

                          Headlines

A.P.I. INC: Asks Court for Summary Judgment on Plan Objections
AAMES MORTGAGE: S&P Rating on Class B Tumbles to D
ACANDS INC: Wants Until July 7 to Remove Civil Actions
ADAHI INC: Files Disclosure Statement in Nevada
ADELPHIA COMMS: American Electric Wants to Pursue Indemnity Claim

ALISON GEM: U.S. Trustee Appoints 7-Member Creditors Committee
ALISON GEM: Pick & Saffer Approved as Creditors Committee Counsel
AMERICAN RESTAURANT: Disclosure Hearing Continued to Apr. 1
AMHERST ORTHOPEDIC: Voluntary Chapter 11 Case Summary
ARMSTRONG WORLD: Carlino Insists on Validity of $34 Million Claim

ASPEN TECH: Sept. 30 Balance Sheet Upside-Down by $3 Million
ATA AIRLINES: Wants to Amend & Assume GATX Aircraft Lease
ATA AIRLINES: Wants to Reject O'Hare Airport Agreement
BANC OF AMERICA: Fitch Puts Low-B Ratings on 4 Mortgage Certs.
BLUE RIDGE PASSAGE: Voluntary Chapter 11 Case Summary

CAPITAL TRUST: Fitch Puts Low-B Ratings on Three Secured Notes
CATHOLIC CHURCH: Tucson Wants to Hire Ordinary Course Experts
CENTLIVRE LLC: Case Summary & 18 Largest Unsecured Creditors
CHC HELICOPTER: Moody's Rates Planned $100M Sr. Sub. Notes at Ba3
COVANTA ENERGY: Judge Blackshear Closes Seven Cases

CREDIT SUISSE: Fitch Issues BB+ Rating on Class K Mortgage Certs.
DURA AUTOMOTIVE: Senior Secured Lenders Relax Financial Covenants
EAGLEPICHER INC: Nov. 30 Equity Deficit Widens to $142 Million
EXIDE TECHNOLOGIES: Prices Senior Secured Debt Offering
GREENMAN TECHNOLOGIES: Losses & Deficit Spur Going Concern Doubt

GREENSBURG COUNTRY: Local Bid Deemed Best & Pays Creditors 100%
HAIGHTS CROSS: Reports Fourth Quarter & Year-End Financial Results
HEALTH & HARVEST: Case Summary & 20 Largest Unsecured Creditors
HILL COUNTRY: S&P Cuts Bond Rating to D & Terminates Coverage
HOSPITALITY ASSOCIATES: Case Summary & 14 Largest Unsec. Creditors

INTELSAT LTD.: Files Annual Report & Restates Financials
ISTAR FINANCIAL: Soliciting Consents to Amend TriNet Notes
KAISER ALUMINUM: Wants to Hire Dickstein Shapiro as Counsel
KEYSTONE CONSOLIDATED: Has Until Mar. 31 to Solicit Acceptances
KMART HOLDING: Faces Lawsuits Arising From Sears Merger Plan

LIBERTY MEDIA: Fitch Removes BB+ Corp. Rating from Watch Neg.
LIBERTY MEDIA: S&P Cuts Senior Debt Rating to BB+ from BBB-
LORAL SPACE: Dec. 30 Balance Sheet Upside-Down by $1.04 Billion
MCDERMOTT INT'L: Says Annual Report Will be Filed Late
MCDERMOTT INT'L: Dec. 31 Balance Sheet Upside-Down by $261.4 Mil.

MCI INC: CEO Michael Capellas Earns $5 Million Incentive Award
MERRILL LYNCH: Moody's Places Low-B Ratings on Six Cert. Classes
MIRANT CORP: Enron & Edison Mega-Claims Hearing Moved to S.D.N.Y.
MORGAN STANLEY: Fitch Rates $10.6 Million Class F Certs. at BB
MWAM CBO: Moody's Slices Rating on $21.9M Class B Notes to Ba2

MYSTIC TANK: Files Chapter 11 Plan in New Jersey
NATIONAL CENTURY: DFS & DynaCorp Successors Won't Return Transfers
NEW JERSEY MOBILE DENTAL: Voluntary Chapter 11 Case Summary
NORTEM NV: Makes $3.75 Per Share Initial Liquidating Distribution
NORTEL NETWORKS: Export Development Canada Issues New Waiver

NORTHWEST AIRLINES: Provides New Domestic Capacity Guidance
OMEGA HEALTHCARE: Sets Annual Stockholders' Meeting for May 26
OMEGA HEALTHCARE: Declares Quarterly Preferred Stock Dividends
OMEGA HEALTHCARE: Redeems Outstanding Series B Preferred Stock
OMNI ENERGY: Reduces $2.9M Long-Term Debt After Asset Disposition

OWENS CORNING: Court Okays Foreland Settlement to End Dispute
OZARK AIR: Bankruptcy Court Converts Case to Chapter 7
OZARK AIR: Sec. 341 Meeting Slated for April 7
PROGRESS RAIL: S&P Puts B- Rating on Planned $200 Mil. Sr. Notes
PROTECTION ONE: Dec. 31 Balance Sheet Upside-Down by $177.6 Mil.

PSYCHIATRIC SOLUTIONS: Moody's Reviews Ratings & May Downgrade
QUEEN'S SEAPORT: Queen Mary Operator Files for Bankruptcy
QUEEN'S SEAPORT: Voluntary Chapter 11 Case Summary
QWEST COMMS: Plans to Raise $8-Billion Offer for MCI, Report Says
RUTTER INC: Needs Covenant Waivers for Certain Debentures

SCHIRMER'S LLC: Case Summary & 20 Largest Unsecured Creditors
SEALY MATTRESS: Strong Performance Prompts Moody's to Lift Ratings
SHOWTIME ENT: Sparks Exhibits Completes Asset Acquisition
SILGAN HOLDINGS: Moody's Revises Rating Outlook to Positive
SIRVA INC: Filing Form 10-K After Audit Panel's Internal Review

SIRVA INC: S&P Puts BB Corp. Credit Rating on CreditWatch Negative
SMART HOME: Moody's Places Ba1 Rating on $8.79M Class B-1 Notes
SOLUTIA INC: Court OKs $26M Funding Via Astaris Consent Agreement
SOLUTIA INC: Allows Gollatz Griffin to File Group Claim
SOVEREIGN SPECIALTY: S&P Raises Corp. Credit Rating to A- from B+

TEXAS PETROCHEMICAL: Court Resets Confirmation Hearing to Apr. 14
TIMKEN CO: Increasing Aerospace Specialty Steel Prices by 10%
TOWER AIR: Lawsuit Against E&Y Goes to Trial this Month
TRUMP HOTELS: Wants to Pay Workers' Compensation Claims
TRUMP HOTELS: Wants to Purchase Egg Harbor Warehouse Property

UNITED RENTALS: Fitch Says Late 10-K Filing Won't Affect Ratings
US AIRWAYS: Asks for Court Order Protecting Air Wisconsin Jet Pact
US ONCOLOGY: S&P Puts B- Rating on $250 Mil. Floating-Rate Notes
US ONCOLOGY: Moody's Junks $250 Million Senior Unsecured Notes
USG CORP: Gets Court Nod to Expand PwC's Consulting Services

V-ONE CORPORATION: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Has Until Plan Confirmation to Remove Actions
WACHOVIA BANK: S&P Puts Low-B Ratings on Six Certificate Classes
WESTCORP: Fitch Comments on Intent to Become a Holding Company
WESTPOINT STEVENS: 2004 Form 10-K Will Not Be Timely Filed

WHITE BIRCH: S&P Rates Loans & Bonds at Single-B

* Alvarez & Marsal Forms Turnaround Group For Healthcare Industry
* Kevin Redmon Joins Alvarez & Marsal Business Consulting

                          *********

A.P.I. INC: Asks Court for Summary Judgment on Plan Objections
--------------------------------------------------------------
A.P.I. Inc., asks the U.S. Bankruptcy Court for the District of
Minnesota for partial summary judgment:

   a) on its request for entry of an order overruling
      objections of seven insurance companies and 83 separate
      objections to confirmation of the Debtor's First Amended
      Plan of Reorganization; and

   b) to establish certain confirmation requirements for the
      Debtor's Amended Plan.

The insurance companies objecting to the Debtor's Plan are
Continental Casualty Company and Transportation Insurance Company,
Fireman's Fund Insurance Company, Great American Insurance
Company, OneBeacon American Insurance Company, St. Paul Fire and
Marine Insurance Company, and United States Fire Insurance
Company.

The Debtor submits five reasons militating in favor of its
request:

   a) many of the Objections can be overruled because they
      are based on erroneous assertions concerning the insurance
      provisions in the Initial Plan and the effect Plan
      confirmation would have on the Objecting Insurers' rights
      and obligations;

   b) the Amended Plan has a number of specific provisions which
      make abundantly clear that confirmation of the Plan would
      not impermissibly effect rights of any Asbestos Insurance
      Company and a proper interpretation of the Plan will
      resolve many of the Objections;

   c) many of the Objections are directed to proposed insurance-
      related findings contained in Article IX of the Initial
      Plan, but all of those proposed findings have been removed
      in the Amended Plan;

   d) a large number of the Objections assert the rights of other
      parties, typically the rights of the Asbestos Claimants and
      the Legal Representative for future claimants, both of which
      are separately represented in the asbestos cases and
      generally support the Plan; and

   e) most of the 83 other Objections are based on erroneous
      interpretations of the Plan and the applicable bankruptcy
      laws.  

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

  http://www.researcharchives.com/bin/download?id=050316041815

     - and -

  http://www.researcharchives.com/bin/download?id=050316042559

The Court will convene a hearing at 10:00 a.m., on March 30, 2005,
to consider the Debtor's request.

Headquartered in St. Paul, Minnesota, A.P.I. Inc., fka API
Construction Company -- http://www.apigroupinc.com/-- is a wholly  
owned subsidiary of the API Group, Inc., and is an industrial
insulation contractor.  The Company filed for chapter 11
protection on January 5, 2005 (Bankr. D. Minn. Case No. 05-30073).  
James Baillie, Esq., at Fredrikson & Byron P.A., represents the
Debtor's restructuring.  When the Debtor filed for protection from
its creditors, it listed total assets of $34,702,179 and total
debts of $63,000,000.


AAMES MORTGAGE: S&P Rating on Class B Tumbles to D
--------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B
from Aames Mortgage Trust 2001-2 to 'D' from 'CCC'.  Concurrently,
ratings on the four other classes from the same series are
affirmed.

The rating on class B is lowered as a result of the $3,795.39
principal write-down realized by the class in the February 2005
remittance period.  Originally rated 'BBB', the class is supported
by excess interest and overcollateralization, which eroded
steadily as net losses continued to exceed excess interest during
the past year.  

Net loss as a percent of excess interest cash flow remained
greater than 150% for the past year and was as high as 490%,
resulting in the depletion of overcollateralization to 0.00% in
the February 2005 period.

As of the February 2005 distribution date, cumulative realized
losses were 5.8% of the original pool balance, while total
delinquencies were 37.88%.  Serious delinquencies (90-plus days,
foreclosure, and REO) were 17.67%.  While the mortgage pool has
paid down to approximately 22% of its original balance,
substantial losses have contributed to the complete erosion of the
overcollateralization to 0.00% of the original pool balance from
its original target of 3.00%.  Given the delinquency status and
performance trend, collateral performance is likely to continue to
result in losses that will outpace excess interest in the
transaction moving forward.  The transaction will continue to be
monitored closely.

Despite poor collateral performance at this time, the affirmations
of the four remaining classes from this transaction reflect
adequate actual and projected credit support provided by
subordination, excess interest, and overcollateralization.

The underlying collateral for this transaction consists of 30-year
adjustable-rate, closed end, mixed first lien mortgage loans
secured by one- to four-family residential properties.
    
                         Rating Lowered
    
                   Aames Mortgage Trust 2001-2

                                 Rating
                                 ------
                     Class     To      From
                     -----     --      ----
                     B         D       CCC
   
                        Ratings Affirmed
    
                   Aames Mortgage Trust 2001-2
   
                         Class   Rating
                         -----   ------
                         A-1     AAA
                         A-2     AAA
                         M-1     AA+
                         M-2     A


ACANDS INC: Wants Until July 7 to Remove Civil Actions
------------------------------------------------------
ACandS, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware for an extension, through and including July 7, 2005,
within which it can file notices of removal with respect to
prepetition civil actions.  

The Court approved the Debtor's Disclosure Statement on Oct. 3,
2003, but it recommended denial of confirmation of the Plan of
Reorganization on Jan. 26, 2004.  The Court's Proposed Findings on
the Plan recommended that the Plan be subjected to a de novo
review by the District Court pursuant to Bankruptcy Rule 9033.

The Debtor presents four reasons militating in favor of its
request:

   a) the Debtor and its professionals have spent the majority of
      their post-petition time and effort focusing on various
      litigation matters, compiling the massive amount of
      information necessary to complete its Schedules and
      Statements (listing 300,000 asbestos claims), and working on
      confirmation of the Plan;

   b) the Debtor's request to the District Court for remand of
      the Plan to the Bankruptcy Court to consider it for
      confirmation is currently pending;

   c) the requested extension will afford the Debtor and its
      professionals the opportunity to make fully-informed
      decisions concerning removal of Pre-Petition Civil
      Actions and to assure it does not forfeit valuable rights
      under Section 1452 of the Judiciary Code; and

   d) the requested extension will not prejudice the rights of the
      Debtor's adversaries or other asbestos claimants.

The Debtor submits that these facts satisfy cause for the Court to
grant its request pursuant to 28 U.S.C. Section 1452 and
Bankruptcy Rules 9006 and 9027.

Objections to the Debtor's request, if any, must be filed and
served by March 23, 2005.  The Court will convene a hearing at
1:00 p.m., on May 25, 2005, to consider the merits of the Debtor's
request.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of
asbestos abatement and other environmental remediation work.  The
Company filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub, P.C., represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $100 million.


ADAHI INC: Files Disclosure Statement in Nevada
-----------------------------------------------
Adahi, Inc., delivered its Joint [sic.] Disclosure Statement and
Plan of Reorganization to the U.S. Bankruptcy Court for the
District of Nevada.  A full-text copy of the Disclosure Statement
is available for a fee at:

    http://www.researcharchives.com/bin/download?id=050316025935

The Plan intends to pay creditors using:

   * net revenue from leasing Adahi's commercial real property;
     and

   * net proceeds from a cash-out refinancing of Adahi's Incline
     Village Real Property.

General Unsecured Creditors will get full payment of their claims
plus 6% annual interest on the Effective Date.

Unimpaired classes include:

   * Administrative claims,

   * priority tax claims, and

   * claims held by the Sacramento City Employee Retirement
     System, and

and will be paid in full on the Effective Date.

Gregory and Sara Skinner, Brandon Skinner and Henry Skinner, will
retain their equity interests in Adahi.

Impaired claims include:

   * claims of First Bank & Trust and

   * claims of mechanics' lienholders.

Headquartered in Incline Village, Nevada, Adahi Inc. filed for
chapter 11 protection on September 13, 2004 (Bankr. D. Nev.
Case No. 04-52718).  Stephen R. Harris, Esq., Chris D. Nichols,
Esq., and Gloria M. Petroni, Esq., at Belding, Harris & Petroni,
Ltd., represents the Debtor in its restructuring efforts. When the
Debtor filed for protection from its creditors, it estimated more
than $50 million in debts and assets.


ADELPHIA COMMS: American Electric Wants to Pursue Indemnity Claim
-----------------------------------------------------------------
On August 22, 2002, Lisa M. Smith, the Administratrix for the
Estate of deceased Charles E. Belcher, III, commenced a wrongful
death action in the Circuit Court of the City of Roanoke,
Virginia.

Ms. Smith filed a motion for judgment, seeking $1,000,000 plus
costs and interest from August 31, 2001, against:

    -- Debtor Adelphia Cable Communications, d/b/a Southwest
       Virginia Cable Inc.; and

    -- Appalachian Power Company, d/b/a American Electric Power.

AEP and Adelphia Cable are parties to an "Agreement for the Joint
Use of Poles Between Appalachian Power Company and Multi-Channel
TV Cable Company."  The Joint Use Agreement permitted Adelphia
Cable to place facilities on AEP's utility poles under certain
specified conditions.  Consequently, Adelphia Cable placed
facilities on AEP's poles constituting a major part of the
Debtor's network in western Virginia.

According to Thomas R. Slome, Esq., at Scarcella Rosen & Slome
LLP, in Uniondale, New York, under the Joint Use Agreement,
Adelphia Cable is obligated to indemnify, hold harmless and defend
AEP "from and against any and all loss, damage, cost or expense
which [AEP] may suffer or for which [AEP] may be held liable . . .
by reason of bodily injury, including death, to any person . . .
arising out of or in any manner connected with the attachment,
operation, and maintenance of the facilities of [Adelphia Cable]
on the poles of [AEP]."

Since the Decedent's death allegedly were connected with the
"attachment, operation, and maintenance" of Adelphia Cable's
facilities on one of AEP's poles, AEP believes that it has a
valid claim against Adelphia Cable for indemnity under the terms
of the Joint Use Agreement.

The Joint Use Agreement, Mr. Slome notes, further requires
Adelphia Cable to obtain and maintain a policy of insurance to
cover the liability assumed under the indemnity obligation in the
Joint Use Agreement.

AEP believes that at the time of the Accident, Adelphia Cable
maintained an insurance policy with:

    -- Royal Insurance Company of America, as primary insurer,
       with coverage limits of $1,000,000 per incident and
       $2,000,000 in the aggregate; and

    -- Liberty Mutual Insurance Company, as excess insurer, with
       coverage limits of $10,000,000 per incident and $10,000,000
       in the aggregate.

"[B]ased on the Certificate of Insurance provided to AEP, it
appears that AEP has been named as an additional insured on each
of the Insurance Policies," Mr. Slome says.

In the State Court, AEP timely filed a Grounds of Defense to the
Motion for Judgment and a motion to extend time to file a cross-
claim against Adelphia Cable based on the Debtor's indemnity
obligation.  In the Bankruptcy Court, AEP sought relief from the
automatic stay.

As Ms. Smith's filing of the Motion for Judgment against Adelphia
Cable violated the Bankruptcy Code's automatic stay, she
voluntarily agreed to dismiss the Virginia Action as against
Adelphia Cable, without prejudice.  On October 30, 2002, a
Nonsuit Order was entered by the State Court nonsuiting the
Virginia Action as against Adelphia Cable only.

Pursuant to a Court-approved stipulation dated July 14, 2003, Ms.
Smith obtained relief from the automatic stay permitting her to
file and prosecute a new lawsuit against Adelphia Cable.  The
Stipulation provided that any judgment against Adelphia Cable
will be satisfied solely from the proceeds available under the
Insurance Policies.

Subsequently, Ms. Smith filed a new motion for judgment
reinstating the Virginia Action against Adelphia Cable.  AEP and
the Debtors have attempted to resolve the Virginia Action, but
have been unable to reach agreement.  The parties, however,
continue to work toward a possible settlement.

By this motion, AEP asks the Court to lift the automatic stay for
it to:

    (a) file a cross-claim against Adelphia Cable for indemnity
        and pursue it to judgment;

    (b) tender defense of Ms. Smith's claim against AEP in the
        Virginia Action to Adelphia Cable and its insurers
        pursuant to Adelphia Cable's indemnity obligation;

    (c) seek recovery of any judgment awarded on AEP's Indemnity
        Claim from available insurance proceeds; and

    (d) liquidate any remaining claim AEP may have against
        Adelphia Cable (after recovering to the extent of
        available insurance proceeds), recovery of which remaining
        claim will remain stayed until treated and paid in
        accordance with other similar claims in the ACOM Debtors'
        bankruptcy cases, pursuant to a plan of reorganization or
        otherwise.

The relief from the stay, Mr. Slome asserts, would allow for
final resolution of the issues raised in the Virginia Action.
AEP assures the Court that allowing it to file and litigate to
judgment the Indemnity Claim against Adelphia Cable will have
little to no effect on the Debtors' bankruptcy case.  Thus,
requiring Adelphia Cable to defend against AEP's Indemnity Claim,
which will involve many of the same factual issues already being
litigated by Ms. Smith, would not impose much of an additional
burden on the estate.

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)


ALISON GEM: U.S. Trustee Appoints 7-Member Creditors Committee
--------------------------------------------------------------
The United States Trustee for Region 2 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors in
Alison Gem Corporation's chapter 11 case:

   1. Sugem Inc.
      7 East 47th Street
      New York City, New York 10017
      Phone: 212-220-4393

   2. Milistar (N.Y.), Inc.
      Attn: Baku1Gajera
      15 West 46th Street
      New York City, New York 10036
      Phone: 212-840-4506

   3. Indian Diamond Imports, Inc.
      Attn: Sunil Doshi
      15 West 48th Street
      New York City, New York 10036
      Phone 212-921-0056

   4. Vaishali Diamond COT.
      Attn: Jajesh Shah
      579 Fifth Avenue, Suite 1475
      New York City, New York 10017
      Tel. No. 212-308-6033

   5. Reliable Gold & Chain, Co.
      2 West 47th Street
      New York City, New York 1003 6
      Phone: 212-784-3930

   6. Aarohi Diamonds, Inc.
      Attn: Baiju Bhansali
      145 West 45th Street
      New York City, New York 10036
      Phone: 212-869-7861

   7. Laxmi Jewel, Inc.
      Attn: Bakul Gajera
      15 West 46th Street
      New York City, New York 10036
      Phone: 212-768-1881

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

Headquartered in New York City, New York, Alison Gem Corp., is a
manufacturer and wholesaler of jewelry goods selling both diamond
and colored stone jewelry to a variety of major retailers, small
local retail chains, and single family owned retail stores.  The
Company filed for chapter 11 protection on January 25, 2005
(Bankr. S.D.N.Y. Case No. 05-10404).  Ian R. Winters, Esq., at
Klestadt & Winters, LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it reported total assets of $20,600,000 and total debts of
$43,000,000.


ALISON GEM: Pick & Saffer Approved as Creditors Committee Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of
Alison Gem Corporation permission to employ Pick & Saffer LLP, as
its counsel.

Pick & Saffer will:

   a) advise the Committee with respect to its rights, duties and
      powers in the Debtor's chapter 11 case and in consultations
      with the Debtor relative to the administration of its case;

   b) assist the Committee in analyzing the claims of the Debtor's
      creditors, in negotiations with those creditors, and in the
      analysis and negotiations with the Debtor or any third-party
      concerning matters related to the recovery on claims by
      creditors;

   c) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtor, the operation of its business and any proposed sale
      of its assets and business

   d) assist the Committee in its analysis and negotiations with
      the Debtor or any third-party concerning matters related to
      the realization by creditors of a recovery on claims;

   e) review with the Committee whether a disclosure statement and
      plan of reorganization should be drafted and filed by the
      Committee or some other third-party;

   f) assist and advise the Committee with regard to its
      communications to the general creditor body regarding the
      Committee's recommendations on any proposed plan of
      reorganization or other significant related matters;

   g) assist the Committee in its analysis of matters relating to
      the legal rights and obligations of the Debtor with respect
      to various agreements and applicable laws;

   h) review and analyze all applications, orders, statements of
      operations and schedules filed with the Court and advise the
      Committee as to their propriety;

   i) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interests and objectives; and

   j) perform all other legal services for the Committee that are
      necessary and required in the Debtor's chapter 11 case.

Douglas J. Pick, Esq., a Member at Pick & Saffer, is the lead
attorney for the Committee.

Mr. Pick reports Pick & Saffer's professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Partners                 $350
    Associates            $200 - $250
    Paralegals/Clerks      $95 - $175

Pick & Saffer assures the Court that it does not represent any
interest adverse to the Debtor or its estate.

Headquartered in New York City, New York, Alison Gem Corp., is a
manufacturer and wholesaler of jewelry goods selling both diamond
and colored stone jewelry to a variety of major retailers, small
local retail chains, and single family owned retail stores.  The
Company filed for chapter 11 protection on January 25, 2005
(Bankr. S.D.N.Y. Case No. 05-10404).  Ian R. Winters, Esq., at
Klestadt & Winters, LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it reported total assets of $20,600,000 and total debts of
$43,000,000.



AMERICAN RESTAURANT: Disclosure Hearing Continued to Apr. 1
-----------------------------------------------------------
The hearing to consider the adequacy of information contained in
American Restaurant Group, Inc., and its debtor-affiliates' Fourth
Amended Disclosure Statement will convene on April 1, 2005, at
11:00 a.m.  

The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, also extended the deadline for the Official
Committee of Unsecured Creditors or any other parties-in-interest
to object or respond to the Disclosure Statement to Mar. 25.

The Debtors filed their Fourth Amended Disclosure Statement on
Jan. 31, 2005, after Judge Thomas B. Donovan ruled that the
previous iteration of that document did not provide creditors with
enough information.

The current Plan calls for a substantive consolidation of the
three Debtor entities.  The Debtors argue that provides the most
prompt recovery to Holders of Claims and Equity Interests.

The Plan's primary objectives are to:

   a) alter the Debtors' structure and business operations to
      permit them to emerge from their chapter 11 cases with a
      viable business and capital structure;

   b) improve the value of the ultimate recoveries to Holders of
      Allowed Claims and Allowed Equity Interests on a fair and
      equitable basis; and

   c) settle, compromise and otherwise dispose of certain Claims
      and Equity Interests on terms the Debtors believe to be  
      fair and reasonable and in the best interests of the
      Debtors' estates and their creditors.

The Plan groups claims and interests into 11 classes.  Unimpaired
claims from Class 1 to 4 consist of Other Priority Claims,
Prepetition Credit Facility Claims and Other Secured Claims.  
These four classes will be paid in full on or after the Effective
Date.

Class 9, consisting of Unimpaired Intercompany Claims, will not
receive any distributions under the Plan.  Class 10 and 11,
consisting of Equity Interests in Enterprises and Equity Interests
in Property Management, remain intact.

                  Creditors Will Own the Company

The Amended Disclosure Statement states that Impaired Claims that
consist of:

   a) Old Note Secured Claims, totaling $80.1 million, will
      be satisfied by delivering 84.6% of the New Common
      Stock in the Reorganized Company on the Effective Date;

   b) General Unsecured Claims will receive the remaining 15.4%
      slice of the New Equity in compromise of their claims on
      the Effective Date;

   c) Convenience Claims will receive a full cash distribution
      equal to the amount of allowed claims after the Effective
      Date; and

   d) Equity Interests in Old Common Stock will not receive any
      recovery or distributions under the Plan on account of
      those claims.

Headquartered in Los Altos, California, American Restaurant Group,
Inc., through its subsidiaries operating as Stuart Anderson's,
specializes in U.S.D.A. Choice fresh-cut steak; seasoned, seared,
and slow-roasted prime rib; and a variety of seafood entrees
complete with 'all the fixin's'.  The company and its debtor-
affiliates filed a chapter 11 petition on Sept. 28, 2004 (Bankr.
C.D. Cal. Case No. 04-30732).  Thomas R. Kreller, Esq., at
Milbank, Tweed, Hadley & Mccloy represents the Debtors in their
restructuring efforts.  When the Debtor filed for bankruptcy
protection, it listed $77,873,000 in assets and $273,395,000 in
total debts.


AMHERST ORTHOPEDIC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Amherst Orthopedic Associates, P.C.
        aka Amherst Orthopedics, P.C.
        aka Amherst Orthopedics
        850 Hopkins Road
        Williamsville, NY 14221

Bankruptcy Case No.: 05-11873

Type of Business: The Debtor is a professional association of
                  orthopedics.

Chapter 11 Petition Date: March 15, 2005

Court:  Western District of New York (Buffalo)

Debtor's Counsel: Mark J. Schlant, Esq.
                  Zdarsky, Sawicki & Agostinelli
                  404 Cathedral Place
                  298 Main Street
                  Buffalo, New York 14202
                  Tel: (716) 855-3200

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $10 Million

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


ARMSTRONG WORLD: Carlino Insists on Validity of $34 Million Claim
-----------------------------------------------------------------
On July 1, 2002, Carlino Arcadia filed an amended proof of claim
against Armstrong World Industries, Inc., and its debtor-
affiliates for $34,254,844.98 in damages, resulting from AWI's
rejection of an executory contract between AWI and Carlino
Arcadia.  The proof of claim was designated as Claim No. 4522.

Carlino Arcadia outlines the categories of damages resulting from
AWI's rejection of the Agreement:

      1. Pre-development costs incurred
         prepetition:                               $572,348.15

      2. Pre-development costs incurred from
         12/07/00 until 03/02/01:                   $324,892.94

      3. Damages incurred in efforts to
         enforce the Agreement and contest
         AWI's rejection:                           $357,603.89

      4. Lost profits:                           $22,000,000.00

      5. Lost business opportunities:            $11,000,000.00

Carlino also asks the U.S. Bankruptcy Court for the District of
Delaware to allow it administrative expense priority for
$682,496.83, comprising all postpetition expenses incurred, and
secured status for all expenses incurred to the extent of the
value of the Land, pursuant to Section 365(j) of the Bankruptcy
Code.

The Debtors sought to expunge Carlino Arcadia's claims around
Jan. 2003.  The Debtors and Carlino Arcadia have exchanged barbs
over the matter ever since.

              Carlino and Wagman Insists on Claims

James C. Carignan, Esq., at Pepper Hamilton LLP in Wilmington,
Delaware, asserts that Armstrong World Industries' rejection of
their agreements constitutes a breach deemed to have occurred
immediately prior to its bankruptcy filing.

In its previous objection filed with the Court, AWI argues that
the damages of Carlino Arcadia Associates, L.P., and Wagman
Construction, Inc., are limited to "direct damages and costs
suffered and incurred" by virtue of the remedy provisions in their
agreements.  Mr. Carignan disputes that the limitation applies.  
However, Mr. Carignan contends that the Court need not decide that
question because each item of damages targeted by AWI's request is
a direct damage and cost that was suffered and incurred by Carlino
and Wagman in performing their obligations under the agreements,
and is therefore recoverable as rejection damages even under AWI's
narrow interpretation.

Mr. Carignan insists that AWI's request for a partial summary
judgment against Carlino and Wagman reveals a fundamental
misunderstanding of the component of their damages described as
"Management Fees."

"It is a mystery as to how AWI arrived at this definition of
'management fees,' since there is nothing in the record that
remotely suggests that Carlino and Wagman are seeking to recover
any percentage of their fixed overhead and any other expense that
would have been incurred regardless of the Agreements," Mr.
Carignan tells Judge Fitzgerald.

Mr. Carignan explains that the Management Fee component of
Carlino's and Wagman's damages is a direct labor cost representing
the value of the considerable amount of time expended in the
performance of project management specific to Fairsted.  But for
the Agreements with AWI, those Management Fees would not have been
incurred.

Specifically, those services include, but are not limited to:

   (a) selecting and contracting with consultants and other
       professionals;

   (b) coordinating and supervising the preparation of a plan for
       Fairsted that was consistent with the zoning code;

   (c) creating a concept book or architectural schematic drawings
       to demonstrate Fairsted's character to AWI, the Lancaster
       County Planning Commission and Manor Township;

   (d) presenting the Fairsted plan to AWI for their approval at a
       presentation before AWI's senior executives;

   (e) commissioning the engineering for the project and
       supervising and coordinating the process of engineering;

   (f) applying for and obtaining assurances from the Lancaster
       Area Sewer Authority that there was sufficient capacity to
       serve Fairsted;

   (g) acquiring the necessary governmental authorizations and
       approvals;

   (h) arranging for the preparation of a traffic impact study;

   (i) filing an application for approval of a planned residential
       development with Manor Township;

   (j) presenting the Fairsted plan to the Lancaster County
       Planning Commission at a public meeting;

   (k) appearing at four hearings conducted by the Township,
       testifying at those hearings, and coordinating testimony
       from others; and

   (l) contacting and interviewing homebuilders about their
       interest and qualifications to participate in the Fairsted
       development.

Mr. Carignan tells the Court that each of the services was
critical to Fairsted's development.  If Carlino and Wagman had not
performed many of the tasks, they would have been in default under
the Agreements.

A conservative measure of the value of those project management
services from 1999 to 2001 is $25,000 per month during the period
of active pre-development activities.  This, Mr. Carignan asserts,
is basis for the Management Fee component of the claims.  It has
nothing whatsoever to do with the fixed administrative and general
overhead expenses of Carlino and Wagman but is a direct labor
expense specifically attributable to services performed on
Fairsted.

Furthermore, AWI's request also reveals a fundamental
misunderstanding of the difference between attorney's fees
incurred in litigation after a contract has been breached and
attorney's fees incurred as a part of contract performance.  Mr.
Carignan notes that if AWI hired a lawyer to handle an
acquisition, and the lawyer later sued for his unpaid fees, AWI
obviously could not defend on the basis that attorneys' fees are
not recoverable in a breach of contract action.

Mr. Carignan maintains that the same thing is true of the
accounting fees incurred by Carlino and Wagman in the course of
performing the Agreements.  There is no basis for distinguishing
between the engineering fees that were paid by Carlino and Wagman
as part of the Fairsted project, and the accounting fees that were
also paid by Claimants as part of the Fairsted project.  All of
those professional fees were necessarily and directly incurred by
Carlino and Wagman in developing the Fairsted project and would
not have been incurred but for the Agreements with AWI.

Moreover, Mr. Carignan contends that if AWI had rejected the
Agreements as of March 2, 2001, or even served notice of
termination, AWI's proposal to cut off Carlino's and Wagman's
entitlement to damages might have some merit.  But instead, AWI
kept its options open and took no steps to terminate or reject the
Agreements.  As a result, Carlino and Wagman were left in peril,
having to gamble their continuing rights and obligations under the
Agreements against the risk that AWI meant what it said on
March 2, 2001, and did not mean what it said on December 7, 2000,
or vice versa.

Mr. Carignan informs the Court that by March 2, 2001, Carlino and
Arcadia had already incurred significant pre-development expenses
and, at the express urging of AWI, they had already filed the
application for Planned Residential Development approval on
September 22, 1999, to avoid a precarious position and the
unnecessary loss of their own substantial investment in the
Fairsted project, for AWI's benefit as well as their own.

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)


ASPEN TECH: Sept. 30 Balance Sheet Upside-Down by $3 Million
------------------------------------------------------------
Aspen Technology, Inc. (Nasdaq: AZPNE), the leading provider of
software and services to the process industries, reported
financial results for its quarters ended September 30, 2004, and
December 31, 2004, the first two quarters of fiscal 2005.  

Additionally, the Company said the Audit Committee of the
Company's Board of Directors completed its previously announced
investigation and that the Company has restated its financial
results for each of the fiscal years ended June 30, 2000 through
June 30, 2004.

Total revenues for the quarter ended September 30, 2004 totaled
$63.3 million, with software license revenues of $25.3 million and
services revenues of $38.0 million.  On a generally accepted
accounting principles in the United States (GAAP) basis, the
Company reported a net loss for the quarter of $33.6 million,
which included restructuring charges and FTC legal costs of
$21.5 million.  On a non-GAAP basis, excluding these charges,
litigation defense and settlement costs, the gain on the sale of
the AXSYS product line, amortization of intangibles, and preferred
stock dividend and discount accretion, the Company reported a loss
of $3.7 million for the quarter ended September 30, 2004.

Total revenues for the quarter ended December 31, 2004 totaled
$71.6 million, with software license revenues of $36.7 million and
services revenues of $34.9 million.  The Company more than doubled
the number of software license transactions of approximately $1
million or greater from the preceding quarter. On a GAAP basis,
the Company reported a net loss for the quarter of $6.7 million.  
On a non-GAAP basis, excluding restructuring charges and FTC legal
costs, fees related to the Audit Committee review, litigation
defense and settlement costs, one-time contract termination costs,
amortization of intangibles, and preferred stock dividend and
discount accretion, the Company reported net income of
$3.3 million for the quarter ended December 31, 2004.

"The sequential rebound of our software license revenues during
the December quarter was significant given the multiple challenges
facing the Company, and we believe it demonstrates AspenTech's
strategic position within process manufacturers," said Mark Fusco,
President and Chief Executive Officer of Aspen Technology.  "With
the completion of our settlement with the FTC and our restatement
of financial results, our entire management team is finally in a
position to focus all of its efforts on executing our business
strategy.  My top priority as the new CEO of AspenTech is now to
improve the Company's operations so that we can deliver on the
potential of our aspenONE solutions for the Enterprise Operations
Management market.  We will concentrate our efforts on better
serving our customers, which we believe will enable us to grow our
revenues and improve our profitability over time."

                  Focus on Integrated Solutions

"We are focused on taking advantage of the momentum initiated at
our AspenWorld Conference in October 2004," said Mr. Fusco.  "The
feedback from our customers has been very positive about the
launch of aspenONE, the first comprehensive set of software
solutions for the Enterprise Operations Management market.  Our
aspenONE solutions provide process manufacturers with integrated
systems designed to optimize their efficiency and profitability
across the process manufacturers' global enterprises.

"We are now able to offer a unique value proposition and a
significant return on investment based on solutions that support
our customers' integrated business processes.  I am confident in
the long-term direction of AspenTech given the interest shown in
aspenONE, the continued strength of our customers' businesses, our
new solutions, and our continuing implementation of new
initiatives to improve our internal business processes and
execution."

During the first six months of fiscal 2005, AspenTech signed
significant software license agreements with BP, Bayer, Bechtel,
DSM, Fluor, Owens Corning, Pfizer, and Solutia.  Approximately 70%
of the Company's software license revenue during that period was
associated with the Company's engineering solutions.  Licenses
with companies in the petroleum industry and engineering and
construction industry made the most significant contributions to
the Company's software revenue performance in the first six months
of the fiscal year.

                     Improved Cost Structure

During the second quarter of fiscal 2005, the Company's management
continued efforts to reduce the Company's expense infrastructure.  
On a GAAP basis, the Company's total expenses were $76.3 million.  
On a non-GAAP basis, excluding restructuring charges and FTC legal
costs, fees related to the Audit Committee review, litigation
defense and settlement costs, one-time contract termination costs,
amortization of intangibles, and preferred stock dividend and
discount accretion, the Company's total expenses were $69.9
million, down $2.9 million from last year.  Management believes it
will be able to leverage its improved operating model to improve
the Company's profitability over the next twelve to eighteen
months.

"We have worked diligently to put the Company in a position to
drive significantly improved levels of profitability," said
Charles Kane, Senior Vice President and Chief Financial Officer of
Aspen Technology.  "We are continuing to evaluate ways to capture
organizational efficiencies by eliminating excess facilities
charges and improving our business processes and organizational
efficiency.  A major focus of the Company for the remainder of the
year will be to strengthen our balance sheet further, which has
already improved dramatically over the past 18 months, with our
increase in cash and decrease in debt."

                      Customer Service Award

During the quarter ended December 31, 2004, AspenTech received a
Hall of Fame lifetime achievement award from the Service and
Support Professionals Association as a result of the Company's
receipt of a fifth straight "STAR" award for delivering
outstanding customer service.  This achievement recognizes that
AspenTech has consistently delivered world-class technical support
and customer service, and reflects the Company's commitment to
continuously improving its support offerings.  AspenTech believes
that its ability to help customers capture value with complex
solutions and outstanding customer support continues to be an
important competitive differentiator in the marketplace.

                         About AspenTech

Aspen Technology, Inc. -- http://www.aspentech.com/-- provides  
industry-leading software and implementation services that enable
process companies to use simulation models to increase efficiency
and profitability.  aspenONE(TM), a new generation of software
solutions and services from AspenTech, represents a major step
forward in helping process manufacturers achieve their strategic
operational excellence initiatives.  The first comprehensive
offering to address the demands of the Enterprise Operations
Management (EOM) market, aspenONE provides companies with
integrated systems that enable them to manage and optimize their
operational performance.  Over 1,500 companies license on
AspenTech's software, including Aventis, Bayer, BASF, BP,
ChevronTexaco, Dow Chemical, DuPont, ExxonMobil, Fluor,
GlaxoSmithKline, Shell, and Total.

At Sept. 30, 2004, Aspen Tech's balance sheet showed a $3,085,000
stockholders' deficit, compared to $28,363,000 of positive equity
at June 30, 2004.


ATA AIRLINES: Wants to Amend & Assume GATX Aircraft Lease
---------------------------------------------------------
Pursuant to lease agreement dated June 30, 1995, GATX Third
Aircraft Corporation leased to ATA Airlines, Inc., a Boeing B757-
200 aircraft bearing U.S. Registration No. N514AT.

Pursuant to a Stipulation dated December 20, 2004, approved by the
United States Bankruptcy Court for the Southern District of
Indiana, ATA Airlines and GATX agreed to revise the Lease
Agreement.  The Debtors obtained the Court's permission to file
the Amended Lease under seal.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, tells the Court that the Aircraft is important to ATA
Airlines' business plan and future operations.  GATX has agreed
that upon assumption of the Amended Lease, ATA will not be
required to cure any outstanding defaults in rental payments under
the Lease.  GATX will waive any related claims provided that ATA
comply with the terms of the Court-approved Stipulation.

Accordingly, the Debtors seek the Court's authority to assume the
GATX Amended Lease.  

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: Wants to Reject O'Hare Airport Agreement
------------------------------------------------------
ATA Airlines, Inc., and the City of Chicago are parties to the
Chicago - O'Hare International Airport International Terminal Use
Agreement and Facilities Lease dated January 1, 1990.  The O'Hare
Agreement is set to expire in 2018.  Pursuant to the Agreement,
Chicago leased certain facilities and space at the Chicago O'Hare
Airport, and provided the Debtors certain rights and privileges
for utilizing services at the O'Hare Airport.

The Debtors believe that they were released from the O'Hare
Agreement during negotiations with Chicago related to the Debtors'
operations at Midway Airport.  Jeffrey C. Nelson, Esq., at Baker &
Daniels, in Indianapolis, Indiana, relates that at the conclusion
of those negotiations, Chicago stopped invoicing the Debtors under
the O'Hare Agreement.  The Debtors also ceased to utilize any of
the space or privileges under the O'Hare Agreement.

However, just prior to the Petition Date, Chicago sent the
Debtors an invoice for obligations under the O'Hare Agreement for
the time period in which the Debtors believed they had been
released from obligations under the O'Hare Agreement.  The
Debtors disputed the bill and the fact of any prior unmet or
ongoing obligations under the O'Hare Agreement.  Chicago asserts
that the O'Hare Agreement remains an executory contract.

In an abundance of caution, the Debtors seek the Court's authority
to reject the O'Hare Agreement.  The Debtors reserve all rights to
prosecute their belief that no executory contract remains.

Mr. Nelson tells the Court that the Debtors have not received any
benefit from the O'Hare Agreement or the Lease Space in the time
prior to the Petition Date nor since the Petition Date.  
Furthermore, the Debtors have not and do not intend to offer
scheduled service at the O'Hare Airport.

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)


BANC OF AMERICA: Fitch Puts Low-B Ratings on 4 Mortgage Certs.
--------------------------------------------------------------
Fitch Ratings places all classes of Banc of America Large Loan
Inc.'s commercial mortgage pass-through certificates, series 2001-
7WTC, on Rating Watch Evolving from Rating Watch Negative.

The classes are currently rated by Fitch:

    -- $211.2 million class A 'A';
    -- Interest-only classes X-1 and X-2 'A';
    -- $19.3 million class B 'BBB+';
    -- $26.8 million class C 'BBB';
    -- $14.9 million class D 'BBB-';
    -- $34.2 million class E 'BB+';
    -- $17.9 million class F 'BB';
    -- $31.3 million class G 'B+';
    - -$27.4 million class H 'B'.

The change in Rating Watch to Evolving from Negative is due to the
increased likelihood that the certificates will be repaid shortly.  
Bank of America, as servicer, reported this morning that $475
million in Liberty Bonds for the 7 World Trade Center -- 7WTC --
project is in the process of being priced.  The funding of the
Liberty Bonds, which is anticipated within three to five days of
final pricing, will allow for the repayment of the underlying
mortgage.  If the Liberty Bonds are not funded, the factors
contributing to the earlier Rating Watch Negative status still
exist:

        * potentially insufficient proceeds to complete the
          construction;

        * potentially insufficient cash flow from the building
          upon completion to refinance the loan; and

        * possible default on the loan at maturity.

The certificates are secured by the beneficial ownership in a
trust that owns a loan secured by certificates, owned by
Blackstone Real Estate Partners III LP through related entities
representing ownership interests in another trust, secured by four
mortgage loans to the underlying borrower originally totaling
$449.4 million on a leasehold interest in 7 World Trade Center.


BLUE RIDGE PASSAGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Blue Ridge Passage Resorts, Inc.
        4129 Jeb Stuart Highway
        Meadows of Dan, Virginia 24120

Bankruptcy Case No.: 05-60936

Type of Business: The Debtor operates a log cabin resort.
                  See http://www.blueridgepassageresort.com/

Chapter 11 Petition Date: March 13, 2005

Court: Western District of Virginia (Lynchburg)

Judge: William E Anderson

Debtor's Counsel: Michael E. Hastings, Esq.
                  Leclair Ryan PC
                  213 South Jefferson Street, Suite 1009
                  Roanoke, VA 24011
                  Tel: 540-777-6905

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CAPITAL TRUST: Fitch Puts Low-B Ratings on Three Secured Notes
--------------------------------------------------------------
Fitch Ratings assigns the following ratings to Capital Trust RE
CDO 2005-1 Ltd. and CT RE CDO 2005-1 Corp:

     -- $211,941,000 class A floating-rate secured notes due
        March 2050 'AAA';

     -- $36,309,000 class B floating-rate secured notes due
        March 2050 'AA';

     -- $21,110,000 class C floating-rate secured notes due
        March 2050 'A';

     -- $14,354,000 class D floating-rate secured notes due
        March 2050 'BBB';

     -- $15,199,000 class E floating-rate secured notes due
        March 2050 'BBB-';

     -- $6,755,000 class F floating-rate secured notes due March
        2050 'BB';

     -- $6,755,000 class G floating-rate secured notes due March
        2050 'B';

     -- $10,133,000 class H floating-rate secured notes due
        March 2050 'B-'.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The ratings of
the class C, D, E, F, G, and H notes address the likelihood that
investors will receive ultimate interest payments, as per the
governing documents, as well as the aggregate outstanding amount
of principal by the stated maturity date.

The ratings are based upon the credit quality of the underlying
assets and the credit enhancement provided to the capital
structure through subordination and excess spread.  Additionally,
the ratings address the experience and capabilities of CT
Investment Management Co., LLC -- CTIMCO, a subsidiary of Capital
Trust, Inc., as the collateral manager.

The proceeds from the offering of the notes will be used by the
issuer to acquire a portfolio of real estate-related assets,
including subordinate participation interests in commercial
mortgage loans, mezzanine loans and CMBS securities.

During the five-year reinvestment period, if all reinvestment
criteria are satisfied, principal collections may be used to
invest in substitute collateral.  The collateral supporting the
structure will have a minimum weighted average debt service
coverage ratio of 1.20 times, a maximum principal balance of $32
million and property type and state concentration restrictions, as
well as additional investment restrictions as outlined in the
governing documents.

The collateral manager, CTIMCO, will purchase all investments for
the portfolio on behalf of the issuer and the co-issuer, which are
special purpose companies incorporated under the laws of the
Cayman Islands and State of Delaware, respectively.

For more information on this transaction, refer to the presale
report titled 'Capital Trust RE CDO 2005-1', available on the
Fitch Ratings web site at http://www.fitchratings.com/


CATHOLIC CHURCH: Tucson Wants to Hire Ordinary Course Experts
-------------------------------------------------------------
The Diocese of Tucson seeks authority from the U.S. Bankruptcy
Court for the District of Arizona to employ certain professionals
in the ordinary course of business to provide legal, accounting
and other services requiring professional expertise with respect
to the Diocese's day-to-day operations.

Tucson's Ordinary Course Professionals are:

   * John Levitt, Esq., at Soltman Levitt & Flarety LLP, in
     Westlake Village, who is being employed with respect to a
     stayed sexual abuse litigation against the Diocese;

   * Barry MacBan, Esq., who is being employed with respect to
     a stayed sexual abuse litigation against the Diocese.
     Prior to the Petition Date, Mr. MacBan was employed to
     complete conflicts check of the Diocese and all of the
     Diocese's creditors; and

   * Charles G. Rehling, Esq., at Jones, Skelton & Hochuli PLC,
     in Phoenix, Arizona, who is being employed with respect to
     certain workers' compensation settlements.

Susan Boswell, Esq., at Quarles & Brady Streich Lang, LLP, in
Tucson, Arizona, tells Judge Marlar that the Ordinary Course
Professionals will not be involved in the administration of the
Reorganization Case, but will provide services supporting the
Diocese's ongoing operations, or ancillary services related to the
stayed litigation.

Tucson further requests approval to employ the Ordinary Course
Professionals pursuant to streamlined, cost-saving procedures.
Among other things, the proposed procedures require each Ordinary
Course Professional to file with the Court and serve on the
Office of the U.S. Trustee and Diocese:

   (a) an affidavit certifying that the Ordinary Course
       Professional does not represent or hold any interest
       adverse to the Diocese of its estate with respect to the
       matter on which the Ordinary Course Professional is to be
       employed; and

   (b) a completed retention questionnaire.

Tucson proposes to pay each Ordinary Course Professional 100% of
the fees and disbursements incurred upon submission to, and
approval by, the Diocese of an appropriate invoice setting forth
in reasonable detail the nature of the services rendered and
disbursements actually incurred, up to $4,000 per month per
Ordinary Course Professional.

If an Ordinary Course Professional seeks more than $4,000 per
month, then the Professional will be required to file a fee
application.

Additionally, since Tucson anticipates needing additional
Ordinary Course Professionals to support its ongoing business
operations, the Diocese seeks Judge Marlar's authority to retain
additional Ordinary Course Professionals, pursuant to these
procedures:

   (a) For each Future Ordinary Course Professional, Tucson will
       file a notice with the Court stating its intention to
       employ, and detailing the terms and conditions under which
       the Professional will be employed;

   (b) Tucson will serve the Employment Notice on:

       -- the Office of the U.S. Trustee;

       -- counsel to the Creditors' Committee of Tort Creditors;

       -- all other parties that have filed a notice of
          appearance in the Reorganization case.

If no objection to a proposed Future Ordinary Course Professional
is filed within 15 days after service of the Employment Notice,
Tucson will file with the Court a certificate of no objection, and
the retention of the Future Ordinary Course Professional will be
deemed approved by the Court without need for a hearing or further
order.  The Professional will then file an affidavit certifying
that it holds no interest adverse to Tucson's estate, as well as a
completed retention questionnaire.

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


CENTLIVRE LLC: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Centlivre, LLC
        2903 Westbrook Drive  
        Fort Wayne, Indiana 46805  

Bankruptcy Case No.: 05-10917

Type of Business: Real Estate

Chapter 11 Petition Date: March 11, 2005

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Judge Robert E. Grant

Debtor's Counsel: Jeremy V. Senk, Esq.  
                  Carson, Boxberger, LLP  
                  1400 One Summit Square  
                  Fort Wayne, IN 46802-3173  
                  Tel: 260-423-9411

Total Assets: $1 Million to $10 Million

Total Debts: $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
NIPSCO                        Trade debt                 $16,351
P.O. Box 13007
Merrillville, IN 46411

ADP                           Trade Debt                 $11,000
7030 Pointe Inverness Way,
Suite 120
Fort Wayne, IN 46804

City Utilities                Trade Debt                 $10,000
P.O. Box 2269
Fort Wayne, IN 46801    

AEP                           Trade Debt                  $4,600

Wilmar                        Trade Debt                  $1,786

Kone, Inc.                    Trade Debt                  $1,455

Waste Management              Trade Debt                  $1,353

STS Security                  Trade Debt                  $1,000

Fort Wayne Newspaper          Trade Debt                    $583

Fort Wayne Newspaper          Trade Debt                    $489

Sherwin-Williams              Trade Debt                    $470

Shannon Concrete Construction Trade Debt                    $220

North Side Plumbing           Trade Debt                    $191

Deluxe Glass                  Trade Debt                    $178

Office Depot                  Trade Debt                    $125

Fleet Services                Trade Debt                    $112

Arch Wireless                 Trade Debt                     $76

Nowak Supply                  Trade Debt                      $7


CHC HELICOPTER: Moody's Rates Planned $100M Sr. Sub. Notes at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to CHC Helicopter
Corporation's proposed US$100 million senior subordinated note
add-on to the existing 7.375% senior subordinated notes issue
while affirming the Ba3 senior implied rating.  However, the
outlook is changed to stable from positive to accommodate the
company's growth leverage back to historical levels and that is
considered full for the Ba3 senior implied rating and no longer
supportive of a positive outlook.  Moody's notes that the
increased debt beyond what was utilized for the strategic
Schreiner acquisition has funded the company's aircraft fleet
expansion and growth of its repair and overhaul business.

Despite improving fundamentals in the oil and gas exploration and
production related business and the diversification opportunities
from the R&O business, the debt funded expansion has thus far
outpaced the benefit of improving fundamentals

Further, Moody's anticipates that CHC will continue to expand its
fleet as it is awarded new contracts in the oil and gas business
as well as to pursue additional growth opportunities for the R&O
business which may result, at least temporarily, in higher debt.  
CHC's current corporate structure makes it difficult to issue new
common equity.  A change to the corporate structure that enables
the company to issue new equity coupled with a demonstrated
willingness to actually issue such equity would be positive
momentum for the outlook and possibly the ratings.

A move back to a positive outlook would also be considered if CHC
demonstrates that can reduce and maintain lease adjusted debt to
EBITDAR within 3.5x and the adjusted debt to adjusted
capitalization to within 50%.  Pro forma for the notes offering,
CHC's lease adjusted debt to EBITDAR for the quarter ended 1/31/05
climbed to 4.8x from 3.9x for the quarter ended 7/30/04 and lease
adjusted debt to adjusted capitalization was 68% for the quarter
ended 1/31/05.

However, if the level of expansion continues to outpace the
ability to largely internally fund the expansion, causing lease
adjusted leverage increases to over 5.0x and is viewed to not be
temporary, the outlook would move to negative.

The ratings are restrained by:

   (1) the amount of high debt and leverage employed by the
       company;

   (2) a significant reliance on the volatile oil and gas sector,
       though the company is focused on the more durable
       production related activity;

   (3) concentrations in CHC's core markets, primarily the mature
       North Sea;

   (4) the significant capital spending ($102 million) over the
       next year required to increase its fleet size in order to
       service new contracts;

   (5) the ability of the major oil and gas companies to foster
       greater competition for helicopter services; and

   (6) the expected continued growth of its R&O business which
       could be debt funded.

The ratings reflect:

   (1) the cumulative earnings and cash flow growth that has
       endured in troughs and continues to benefit from the
       improved fundamentals in the oil and gas E&P sector;

   (2) increased geographical diversification in the flying
       segment which helps partially mitigate CHC's concentration
       in the mature and cyclical North Sea region;

   (3) the company's focus on the less volatile production side of
       the E&P sector;

   (4) contract coverage of approximately 72% 2006 projected
       revenues;

   (5) the ongoing restructuring of the international operations
       to be more cost competitive; and

   (6) the development of other core business areas such as the
       R&O business which contributes to further operational
       diversification to CHC's earnings and cash flow base.

Moody's rating actions for CHC Helicopter are:

   * Assigned B2 --  CHC's proposed US$100 million add-on senior
                     sub notes

   * Affirmed B2 --  CHC's existing US $250 million senior sub.
                     notes due 2014

   * Affirmed Ba3 -- CHC's senior implied rating

   * Affirmed B1 --  CHC's issuer rating

Proceeds from the proposed note offering will be used to repay
borrowings under the company's senior credit facility, which was
used to fund the ongoing fleet expansion and two acquisitions in
the R&O business.

The ratings are also tempered by a degree of concentration with
just under 50% of revenues and of cash flow coming from the mature
North Sea and by the impact of continued fleet expansion and
diversification activity away from the North Sea would likely have
in sustaining significant leverage.  CHC serves both the Norwegian
and the U.K. sectors of the North Sea and subsequent to the
Schreiner acquisition, began service in the Dutch North Sea as
well.

CHC's maintains the leading market position as one of the two
largest global helicopter service provider and is the largest in
its key market, the North Sea.  The Schreiner acquisition
completed in 2004 enhanced the company's global operations and
gained it greater access into areas like the Dutch North Sea, West
Africa, and other key operating areas that offer more
diversification to CHC's existing operations.  CHC has heavily
invested in its fleet to promote its diversity and to ensure that
it is well suited to serve all the offshore production markets,
primarily the deepwater markets like West Africa, which provide
some of the greater earnings and cash flow growth opportunities as
a number of projects are planned.

Very strong commodity prices and the difficulty in growing
reserves and production by E&P companies have led to improved
fundamentals in the E&P sector.  While higher commodity prices has
led to record cash flows for E&P companies which in turn have been
increasing their capital spending programs, it has provided higher
property turnover in places like the very mature North Sea which
has driven demand for services as they look for ways to improve
production

Further supporting the ratings is CHC's durable revenue stream
from a strong and reliable client base.  Approximately 75% of
CHC's pro forma LTM 1/31/04 revenue was derived from long-term
contracts, typically three to five years.  These contracts provide
CHC with greater stability but they are subject to a highly
competitive bidding process and a decline in demand for
transportation service in such a cyclical industry.

Further, CHC's re-entrance/expansion into the R&O business offers
the company the opportunity to add diversification to its revenue
and earnings stream through an ability to provide parts, services,
and leasing of aircraft to third party operators/owners.  
Following its two acquisitions of Caulson Aero Technologies and
Aero Turbine support Ltd, the company has consolidated its R&O
activities into a new subsidiary called Heli-One.  Increased scale
in the business is likely to also create enhanced purchasing power
for its own flying operations by being able to procure new
equipment and parts for its own fleet at more competitive prices
and efficiency.  However, Moody's believes that offering lease
financing to third parties could also result in increased need for
capital as CHC will acquire new aircraft for third party owners
and operators as it would have for its own fleet though CHC may
have the opportunity to lease some of its unused aircraft to third
parties.

The book value of CHC's owned fleet is C$536.7 million with a
current appraised fair market value that covers total pro-forma
debt by 1.4 times.  The Schreiner acquisition added 43 aircraft to
CHC's fleet for a total of 210 primarily heavy and medium aircraft
well suited to fly further into deepwater basins.

Based on revenues of $226.1 million, CHC's EBITDA for the quarter
ended 1/31/05 was $42.1 million, versus $42.9 million for the
prior quarter and $29.9 million for the same quarter a year ago.   
Pro-forma Total Debt/EBITDA (annualized) approximates 3.73x versus
2.5x for the year ago quarter, highlighting the rapid growth of
debt ahead of the incremental EBITDA.  When adjusting for leases,
adjusted debt/EBITDAR for 1/31/05 is tracking at a high 4.7x
versus 4.1x for the same period in 2004.

CHC Helicopter Corporation is headquartered in Vancouver, British
Columbia.  Its operating assets operate principally within
Canadian, United Kingdom, and Norwegian jurisdictions.


COVANTA ENERGY: Judge Blackshear Closes Seven Cases
---------------------------------------------------
As previously reported in The Troubled Company Reporter,    
February 11, 2005, the Liquidating Trustee asks the United States
Bankruptcy Court for the Southern District of New York to enter a
final decree closing the Chapter 11 cases of eight liquidating
Debtors:

Case No.   Debtor
--------   ------
02-40827   Ogden Allied Abatement & Decontamination Service, Inc.
02-40828   Ogden Allied Maintenance Corp.
02-40835   Ogden Allied Payroll Services, Inc.
02-40846   Ogden Facility Management Corp. of Anaheim
02-40850   Ogden Services Corporation
02-40851   Ogden Support Services, Inc.
03-13695   Ogden Aviation Security Services of Indiana (NJ), Inc.
03-13702   Ogden Management Services, Inc.

*   *   *

Judge Blackshear declares the cases closed, except Case No.
02-40850 of Ogden Services Corporation.

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)


CREDIT SUISSE: Fitch Issues BB+ Rating on Class K Mortgage Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2001-FL1:

    -- $334,240 class K to 'AAA' from 'BB+'.

In addition, Fitch affirms the 'AAA' rating on the interest-only
class A-Y.

Fitch does not rate the $8.4 million class L.  Classes A, B, C, D,
E, F, G, H, and J have paid in full.

The upgrade reflects improved credit enhancement levels resulting
from loan payoffs.  As of the March 2005 distribution report, the
certificate balance has paid down 97.8% to $8.7 million from
$402.4 million.  Of the original 37 loans, one is currently
outstanding in the pool.

Class L is experiencing interest shortfalls due to a loan
modification.  The shortfalls, as well as the accrued interest on
the shortfalls, are expected to be repaid in full shortly.

Holiday Express Cambridge is the only loan outstanding in the
pool.  It is secured by a 112-room limited-service hotel located
in Cambridge, Massachusetts.  The loan was modified by the special
servicer to extend its maturity until October 2005. Also, the
borrower made a one-time payment reducing the principal balance by
$800,000 while the lender wrote down the loan balance by $1.2
million.  The loan is current and with the master servicer.  Fitch
is monitoring the upcoming maturity.


DURA AUTOMOTIVE: Senior Secured Lenders Relax Financial Covenants
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on March 4, 2005,
DURA Automotive Systems, Inc., inked an amendment to its senior
secured revolving credit facility.  The Amendment relaxes three
key financial covenants for the next six quarters.  The terms of
the Amendment require DURA to:

    (a) maintain a Total Debt to EBITDA Ratio no greater than:

                                       Maximum
             For the Fiscal           Total Debt
             Quarter Ending         to EBITDA Ratio
             --------------         ---------------
             March 31, 2005           6.00 to 1.00
             June 30, 2005            5.75 to 1.00
             September 30, 2005       5.50 to 1.00
             December 31, 2005        5.25 to 1.00
             March 31, 2006           5.25 to 1.00
             June 30, 2006            4.75 to 1.00
             September 30, 2006       4.50 to 1.00
             December 31, 2006        4.50 to 1.00
             March 31, 2007           4.50 to 1.00
             June 30, 2007            4.50 to 1.00
             September 30, 2007       4.00 to 1.00
             December 31, 2007        4.00 to 1.00
             March 31, 2008           4.00 to 1.00
             June 30, 2008            4.00 to 1.00
             September 30, 2008       3.75 to 1.00

    (b) maintain a Senior Leverage Ratio that does not exceed:

             For the Fiscal          Maximum Senior
             Quarter Ending          Leverage Ratio
             --------------          --------------
             March 31, 2005           2.75 to 1.00
             June 30, 2005            2.75 to 1.00
             September 30, 2005       2.50 to 1.00
             December 31, 2005        2.50 to 1.00
             March 31, 2006           2.50 to 1.00
             June 30, 2006
                and thereafter        2.25 to 1.00

    (c) maintain an Interest Coverage Ratio that doesn't fall
        below:

             For the Fiscal          Minimum Interest
             Quarter Ending           Coverage Ratio
             --------------          ----------------
             March 31, 2005            1.80 to 1.00
             June 30, 2005             1.90 to 1.00
             September 30, 2005        1.90 to 1.00
             December 31, 2005         1.90 to 1.00
             March 31, 2006            1.90 to 1.00
             June 30, 2006             2.00 to 1.00
             September 30, 2006        2.00 to 1.00
             December 31, 2006         2.00 to 1.00
             March 31, 2007            2.00 to 1.00
             June 30, 2007             2.00 to 1.00
             September 30, 2007        2.25 to 1.00
             December 31, 2007         2.25 to 1.00
             March 31, 2008            2.25 to 1.00
             June 30, 2008             2.25 to 1.00
             September 30, 2008        2.50 to 1.00

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

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

DURA paid the Lenders an Amendment Fee equal to 0.125% of their
Aggregate Exposure in consideration of these relaxed covenants.  
Additionally, DURA repaid $35,000,000 of principal on outstanding
Tranche C Term Loans under the credit agreement.  

                        About the Company  

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

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 3, 2005,  
Moody's Investors Service downgraded certain ratings for Dura
Operating Corp., its direct parent Dura Automotive Systems, Inc.,
and subsidiary Dura Automotive Systems Capital Trust.  

Moody's indicated its outlook was negative at that time.  

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

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

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

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

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

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

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

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

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

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

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

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

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


EAGLEPICHER INC: Nov. 30 Equity Deficit Widens to $142 Million
--------------------------------------------------------------
EaglePicher Holdings, Inc., and EaglePicher Incorporated reported
final financial results for 2004.  EaglePicher also filed its
Annual Report on Form 10-K with the United States Securities and
Exchange Commission.  

To obtain a more detailed discussion of EaglePicher's financial
condition and results of operations, see the Management's
Discussion and Analysis of Financial Condition and Results of
Operations in the company's Form 10-K.  The Form 10-K can be
obtained at http://www.sec.gov/or on EaglePicher's website,  
http://www.eaglepicher.com/under About EaglePicher / Investor  
Relations/ SEC Filings/ Form 10-K 2004.

                            Net Sales

Net sales increased $1.2 million, or 0.7%, to $178.1 million in
the fourth quarter of 2004 from $176.9 million in the fourth
quarter of 2003, and increased $34.0 million, or 5.1%, to $707.3
million during fiscal year 2004 from $673.3 million in 2003.

The sales increase in the fourth quarter of 2004 was primarily
driven by a $4.0 million, or 17.6%, increase in our Wolverine
Segment primarily due to higher volumes and a $1.1 million, or
45.2%, increase in our Pharmaceutical Services Segment. Partially
offsetting these increases in the fourth quarter were decreases in
our Defense and Space Power Segment ($1.9) million and Commercial
Power Solutions Segment ($1.9) million.

The sales increase for the fiscal year was primarily driven by a
$21.1 million, or 16.2%, increase in our Defense and Space Power
Segment related to higher volumes, and a $16.7 million, or 18.6%,
increase in our Wolverine Segment, primarily due to a 14.4% volume
increase.

                             Earnings

Operating income (loss) decreased ($56.6) million to a loss of
($42.3) million in the fourth quarter of 2004 from income of $14.3
million in the fourth quarter of 2003, and decreased ($70.7) to a
loss of ($13.1) million during fiscal year 2004 from income of
$57.6 million in 2003.

Gross margin decreased primarily due to:

  (a) increased steel costs in our Hillsdale and Wolverine
      Segments and costs associated with disruptions in our
      steel supply in our Wolverine Segment,

  (b) increased ore mining, maintenance and energy costs in our
      Filtration and Minerals Segment,

  (c) lower average selling prices, plant restructuring and China
      sourcing start-up costs in our Hillsdale Segment,

  (d) negative gross margins in EaglePicher Horizon Batteries, and

  (e) reduced margin booking rates, primarily in the fourth
      quarter of 2004, for two long-term contracts accounted for
      under the percentage of completion method of accounting due
      to reduced productivity assumptions and unfavorable foreign
      currency exchange rates in our Defense and Space Power
      Segment.

Selling and administrative expenses have increased during 2004
primarily due to management infrastructure costs and selling
expenses in our Commercial Power Solutions Segment to support
growth in our EaglePicher Horizon Batteries venture, increased
costs to support the selling activities and the higher sales
volume in our Defense and Space Power Segment, as well as costs
incurred in connection with evaluating the possible sale of
certain businesses.

                      Cash Flows and Net Debt

Our net debt (total debt on the balance sheet plus the obligations
of our asset-backed securitization less cash on our balance sheet)
increased $51.7 million to $406.3 million at November 30, 2004
from $354.6 million at November 30, 2003.  The increase was
primarily due to nine sources/ (uses) of cash:

  (a) $32.7 million source of cash as a result of the issuance
      of beneficial interests by our accounts receivable asset-
      backed securitization, EaglePicher Funding Corporation;

  (b) ($12.4) million increase in inventories primarily related to
      an inventory build in our Hillsdale Segment to support plant
      and sourcing restructuring, increases in our Wolverine and
      Defense and Space Power Segments to support their sales
      growth, and $5.1 million to build our inventory position for
      EaglePicher Horizon Batteries;

  (c) ($9.0) million increase in receivables primarily due to an
      overall increased sales growth of 5.1%;

  (d) ($12.7) million increase in production on long-term defense
      contracts where costs are incurred before shipments or
      milestone billings are made and collected.  This was
      primarily driven by a 16.2% increase in our Defense and
      Space Power Segment's revenue in 2004;

  (e) approximately ($9.1) million for payments on divested
      divisions legacy environmental and legal items;

  (f) ($45.6) million for capital expenditures;

  (g) ($3.5) million for the purchase of a controlling interest
      in EaglePicher Horizon Batteries;

  (h) ($12.7) million for our initial investment and payment of
      license fees and other costs to acquire an interest in Kokam
      Engineering Ltd, a Lithiumion battery manufacturer based in
      Seoul, Korea; and

  (i) $23.1 million of proceeds received from the sale of our
      Environmental Sciences & Technology business.

         Covenant Non-compliance and Forbearance Agreements

As announced in our press release on February 28, 2005, we were
not in compliance with certain financial covenants under our
Credit Agreement and accounts receivable securitization facility
as of November 30, 2004.  In order to address the current
situation in an orderly manner, on February 28, 2005, we entered
into forbearance agreements through June 10, 2005 with our Credit
Agreement lenders. On March 10, 2005, we entered into a similar
agreement with our accounts receivable purchaser. Because the
forbearance agreements referenced above do not extend to the end
of our fiscal year, we have classified our entire Credit Agreement
as a current liability.

                        Conference Call

On Thursday, March 24, 2005, EaglePicher will host a conference
call to discuss its financial results and condition, followed by a
question and answer session.  The conference call is scheduled to
begin at 11:00 am Eastern Time (8:00 am Pacific).  

The conference call may be accessed by dialing (888) 288-0246 or
+1 (706) 679-3901 for international callers a few minutes prior to
the scheduled start time.  Callers should ask for the EaglePicher
Fourth Quarter Investor Call hosted by Tom Scherpenberg, vice
president and treasurer.  A copy of the presentation materials
will also be available on our web site prior to the start of the
call at http://www.eaglepicher.com/under About EaglePicher /  
Investor Relations / Presentations / Q4 2004 Investor Call
Presentation.

                        About the Company

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

At Nov. 30, 2004, EaglePicher Inc.'s balance sheet showed a
$142,046,000 stockholders' deficit, compared to a $90,207,000
deficit at Nov. 30, 2003.


EXIDE TECHNOLOGIES: Prices Senior Secured Debt Offering
-------------------------------------------------------
Exide Technologies completed the pricing of a senior note offering
first announced on February 9 and a convertible note offering
first announced on March 10.  The offerings are expected to close
tomorrow, March 18, 2005, subject to customary closing conditions.

The offerings consist of two tranches:

   -- $290 million in 10 1/2% senior notes, secured by a junior
      lien; and

   -- $60 million in Floating Rate Convertible Senior Subordinated
      Notes, with an initial rate of 1.53% and with a $9 million
      green shoe.

The convertible notes will be convertible into stock of the
Company at a $17.37 conversion price.  Both notes will come due in
2013.

Exide plans to use the proceeds from a successful offering to
reduce the Company's bank indebtedness, provide greater liquidity,
continue restructuring efforts to improve the Company's cost
structure, and for general corporate purposes.

The notes were offered and will be sold only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended.  The notes and the underlying
common stock issuable upon conversion of the convertible notes
have not been registered under the Securities Act or any
applicable state securities laws and may not be offered or sold in
the United States, absent registration or an applicable exemption
from such registration requirements.  The Company expects to
register the notes and underling common stock issuable upon
conversion of the convertible notes under the Securities Act later
this year.

This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of the securities to be offered.

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

                          *     *     *

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

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

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

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


GREENMAN TECHNOLOGIES: Losses & Deficit Spur Going Concern Doubt
----------------------------------------------------------------
GreenMan Technologies, Inc., has incurred substantial losses from
operations for nine consecutive quarters.  The company also has a
working capital deficiency of $5,800,659 at December 31, 2004.  
These factors raise substantial doubt about the Company's ability
to continue as a going concern.  

GreenMan's liquidity had been significantly and adversely affected
since its primary source of working capital financing and long
term debt, Southern Pacific Bank and its wholly owned subsidiary
Coast Business Credit, were closed by the Commissioner of
Financial Institutions of the State of California in February
2003.  In particular, it has had to significantly slow down or
delay the implementation of several growth initiatives, including
establishing a new high volume tire processing facility in
Tennessee, shredding and screening upgrades in Georgia and
Minnesota, and the installation of its waste wire processing
equipment in Minnesota.  These and other conditions have caused
GreenMan to incur both significant expenses in the short-term and
has limitations on its ability to grow in the longer-term.

Despite these challenges during the past eighteen months, GreenMan
invested over $3 million in new equipment to increase processing
capacity at its Iowa, Minnesota, Georgia and Tennessee locations,
which will allow the Company to increase its overall revenue with
limited capital investment. It has identified, and is currently
selling product into several new, higher-value markets as
evidenced by a 13% increase in end product revenue during fiscal
2004 and 3% for the quarter ended December 31, 2004, despite the
fact that its Georgia waste wire processing equipment has been
inoperable until November 2004.  Management estimates that during
the year ended September 30, 2004, reduced end product revenue and
excess waste disposal costs of over $1 million were associated
with the impact of a March 31, 2003 fire in Georgia.  The Company
continues to experience strong demand for its end products and
remains confident in its ability to continue to grow its revenue
base.

In addition, GreenMan has reconfigured its Wisconsin location to
substantially reduce operating costs and maximize return on
assets.  The reconfiguration was completed during the quarter
ended December 31, 2004.  Additionally, management continues to
attempt to negotiate more favorable tipping fees with kiln
relationships in several markets with the ultimate goal of
substantially reducing these fees from current levels.

GreenMan Technologies, Inc., comprises six operating locations
that collect, process and market scrap tires in whole, shredded or
granular form.  It is headquartered in Lynnfield, Massachusetts
and currently operates tire processing operations in California,
Georgia, Iowa, Minnesota, Tennessee and Wisconsin and operates
under exclusive agreements to supply whole tires used as
alternative fuel to cement kilns located in Alabama, Florida,
Georgia, Illinois, Missouri and Tennessee.


GREENSBURG COUNTRY: Local Bid Deemed Best & Pays Creditors 100%
---------------------------------------------------------------
The Honorable M. Bruce McCullough of the U.S. Bankruptcy Court for
the Western District of Pennsylvania approved the sale this week
of Greensburg Country Club's 215 acres of land, 18-hole golf
course, swimming pool and other facilities to Leghorn Golf Group
for $4.7 million.  

Joe Napsha, writing for the TRIBUNE-REVIEW, reports that Orland
Bethel and Leslie "Ted" Wohlin are the two local businessmen
behind Leghorn, and that their goal was to save 100-year-old
country club.

The Leghorn bid prevailed over a $100,000 higher bid submitted by
Greensburg Acquisition Group L.L.C.  Judge McCullough found at the
conclusion of a 90-minute auction that because both bids delivered
100% to creditors, a bid by local businessmen with clear ties to
and interests in the local community was superior to an out-of-
town bid.  The Creditors' Committee, comprised of local creditors,
supported the Leghorn bid.  

As part of the sale, Mr. Napsha relates, Leghorn agreed to permit
any of the club's current 278 members to be members in the newly
owned facility without paying an initiation fee.

Greensburg Country Club filed for chapter 11 protection on August
25, 2004 (Bankr. W.D. Pa. Case No. 04-31168), and is represented
by Paul J. Cordaro, Esq., at Campbell & Levine LLC.


HAIGHTS CROSS: Reports Fourth Quarter & Year-End Financial Results
------------------------------------------------------------------
Haights Cross Communications, Inc., reported results for the
fourth quarter and full year ended December 31, 2004.  All
reported financial information relates to continuing operations,
including the results of Buckle Down Publishing reported within
HCC's Triumph Learning segment prospectively from the acquisition
date of April 15, 2004, and Options Publishing reported within
HCC's Sundance/Newbridge segment prospectively from the
acquisition date of December 3, 2004.

              Results for the Fourth Quarter 2004
  
Revenue for the fourth quarter 2004 was $43.1 million, which
reflects an increase of $5.3 million, or 14.2%, from revenue of
$37.7 million for the fourth quarter 2003.  This increase included
$2.3 million of revenue in the fourth quarter 2004 from the Buckle
Down and Options Publishing acquisitions.  Without these
acquisitions, revenue increased $3.0 million, or 8.0%.

Revenue for the Education Publishing Group increased $1.8 million,
or 9.1%, to $22.0 million for the fourth quarter 2004 from $20.1
million for the fourth quarter 2003.  Excluding the Buckle Down
and Options Publishing acquisitions, revenue decreased $0.5
million, or 2.5%, for the quarter.  Sundance/Newbridge revenue
increased $1.6 million, or 22.6%, in the fourth quarter 2004 as
compared to the fourth quarter 2003, including Options Publishing.  
Excluding Options Publishing revenue, Sundance/Newbridge revenue
increased $0.9 million, or 12.3%, as compared to the fourth
quarter 2003, benefiting from "Reading First" Federal funds, the
Reading Powerworks and Wonder Books series both introduced in the
fourth quarter 2003, and district-level sales.  Triumph Learning's
revenue increased $1.1 million, or 15.7%, for the quarter over the
comparable period of the prior year, including $1.6 million of
revenue from Buckle Down. Excluding Buckle Down revenue, Triumph
Learning's revenue decreased $0.5 million, or 7.0%, for the fourth
quarter 2004, reflecting softness in existing test-prep products
in anticipation of new tests and new test-prep products in the
second half of 2005 related to No Child Left Behind (NCLB) Act
requirements.  Revenue for Oakstone decreased $0.9 million, or
14.1%, for the fourth quarter 2004 reflecting fourth quarter 2003
revenue from the initial bulk shipment of MKSAP 13 and special
issue products, both with no counterpart in the fourth quarter
2004.

Revenue for the Library Publishing Group increased $3.5 million,
or 19.9%, to $21.1 million for the fourth quarter 2004, from $17.6
million for the fourth quarter 2003.  Revenue for Recorded Books
increased $3.5 million, or 23.1%, in the fourth quarter 2004,
reflecting strong growth in the library channel including large
new library facility orders, strong retail channel sales and
growth in the consumer and school channels.  Revenue for Chelsea
House increased $0.1 million in the fourth quarter 2004, or 2.0%,
from the same period in 2003.

Income from operations for the fourth quarter 2004 decreased $4.1
million to $2.8 million from $6.9 million for the fourth quarter
2003, reflecting a $3.4 million decline in EBITDA, a $0.3 million
increase in amortization of pre-publication costs, and a $0.4
million increase in amortization of intangibles due to the April
15, 2004 Buckle Down and the December 3, 2004 Options Publishing
acquisitions.

EBITDA, defined as earnings before interest, taxes, depreciation,
and amortization, decreased by $3.4 million to $7.0 million for
the fourth quarter 2004 from $10.4 million for the fourth quarter
2003.  This decline in EBITDA reflects additional expenses
quarter-over-quarter in cost of goods sold relating to inventory
obsolesence and unfavorable product mix, in marketing and sales
relating to our ongoing investments in these key competitive
functions, and in general and administrative related to employee
recruiting and transition costs, Sarbanes Oxley implementation
expenses and higher public company compliance costs, which more
than offset the $5.3 million revenue growth in the fourth quarter
2004.

           Results for the Year Ended December 31, 2004
  
Revenue for the year ended December 31, 2004 was $182.2 million,
which reflects an increase of $20.2 million, or 12.5%, from
revenue of $162.0 million for the year ended December 31, 2003.  
This increase included $7.6 million of revenue from the 2004
acquisitions of Buckle Down and Options Publishing. Excluding the
Buckle Down and Options Publishing acquisitions, revenue increased
by $12.6 million, or 7.8%.

Revenue for the Education Publishing Group increased $13.9
million, or 15.8%, to $102.0 million for 2004, from $88.1 million
for 2003.  Without the $7.6 million revenue impact of the Buckle
Down and Options Publishing acquisitions, revenue increased by
$6.3 million, or 7.2%.  Sundance/Newbridge's revenue increased
$4.4 million, or 9.8%, for 2004 compared to the prior year,
including Options Publishing.  Excluding the Options Publishing
acquisition, Sundance/Newbridge's revenue increased $3.7 million
for 2004, or 8.2%, compared to the prior year, reflecting growth
in the new Reading Powerworks and Wonder Books series both
introduced in the fourth quarter 2003, the continued success of
the Newbridge Early Science series and sales relating to "Reading
First" Federal funds.  Triumph Learning's revenue for 2004
increased $8.5 million, or 33.9%, compared to the prior year,
including $6.8 million relating to Buckle Down.  Excluding the
Buckle Down acquisition, Triumph Learning's revenue increased $1.7
million, or 6.7%, reflecting strong first half 2004 sales for
test-prep products with a slowing of demand in the second half
2004 for test-prep products in anticipation of new tests and new
test-prep products in the second half of 2005 related to NCLB Act
requirements.  Oakstone's revenue for 2004 of $19.1 million
increased $1.0 million, or 5.3%, as compared to 2003, reflecting
full year revenue from MKSAP 13, Oakstone's largest product, which
was released in the fourth quarter 2003, the introduction of the
Osler Institute Audio Companion and growth in subscription
products.

Revenue for the Library Publishing Group increased $6.3 million,
or 8.5%, to $80.2 million for the year ended December 31, 2004
from $73.9 million for year ended December 31, 2003.  Revenue for
Recorded Books increased $7.7 million, or 12.7%, for 2004 compared
to 2003 reflecting strong growth in the library, school and retail
channels. Revenue for Chelsea House for 2004 declined $1.4
million, or 11.3%, from 2003.

Income from operations for the year ended December 31, 2004
decreased $3.6 million to $29.5 million from $33.1 million for the
year ended December 31, 2003, reflecting a $0.1 million decline in
EBITDA, a $2.7 million increase in the amortization of pre-
publication costs, and a $0.9 million increase in depreciation and
amortization relating principally to increased amortization of
intangibles from the Buckle Down and Options Publishing
acquisitions.

EBITDA decreased $0.1 million to $44.3 million for the year ended
December 31, 2004, from $44.5 million for the year ended December
31, 2003, reflecting revenue growth for the year offset by the
second quarter 2004 non-cash $2.1 million inventory obsolescence
charge at Chelsea House, ongoing investments in sales and
marketing, increased public company compliance costs, including
legal and accounting expenses, and the cost of Sarbanes Oxley
implementation.

Adjusted EBITDA, defined as EBITDA excluding restructuring and
restructuring related charges and the $2.1 million Chelsea House
inventory obsolescence charge, increased $0.1 million to $47.7
million for the year, from $47.6 million for the prior year.

Peter J. Quandt, HCC Chairman and Chief Executive Officer, said:
"We are very proud of our accomplishments in 2004. Highlighted by
the acquisitions of Buckle Down Publishing and Options Publishing,
our strong sales performance for the year even in a continuing
soft but improving market, and improvements we have made in our
competitiveness, we can look back on 2004 as a very successful
year for Haights Cross."

Paul J. Crecca, HCC's Executive Vice President and Chief Financial
Officer, added: "We are very pleased with our overall performance
in 2004. Revenue growth of 12.5% in 2004, 7.8% excluding our 2004
acquisitions, is an exceptional achievement and a clear benefit of
our ongoing investments in product development, sales and
marketing, and market research. Our continuing investments in 2004
in these key competitive functions, while having an effect on
EBITDA and margins, position us very well to remain competitive in
2005 and beyond."

                   Haights Cross Communications
                     Operating Unit Highlights

                        Fourth Quarter 2004

Sundance/Newbridge

Sundance added titles to two of its best-selling reading series.  
Sixteen new titles were added to the Twin Text series, which pairs
fiction with nonfiction.  Twin Texts now includes 96 titles for
grades K-6.  Reading PowerWorks added nine new thematic sets,
bringing the series to 24 thematic sets organized around science,
mathematics, and social studies content.  This program represents
a major Sundance initiative in Balanced Literacy, which focuses on
using non-fiction content to teach reading to students of varying
abilities.  During the quarter, Sundance also completed the
publication of its 2004 list of 97 new reading titles focused on
primary grades reading development and new titles for its best-
selling Second Chance reading series for struggling readers in
grades 2-8.  Tests were also developed for Sundance's library of
590 leveled readers for use on Accelerated Reader computer
software.

Newbridge Educational Publishing completed publication of its 2004
list of 139 new titles.  The new publications focused on primary
level reading development, GoFacts Reading and Writing; and Read
to Learn, featuring reading in Social Studies content for grades
3-5.  Tests were developed for 162 Newbridge leveled readers for
use on Accelerated Reader software.

Options Publishing

Haights Cross completed the acquisition of Options Publishing in
December. Strong sales momentum continued in the fourth quarter.
Options Publishing completed publication of its 2004 list of over
100 new titles and completed plans for an even more aggressive
2005 list. HCC began the integration of Options Publishing's
financial and distribution systems with existing company systems.

Triumph Learning

In the fourth quarter, Triumph Learning entered two new state
markets, Arizona and Alabama, with full lines of test preparation
books. These launches continue Triumph's growth. Every year since
2000, Triumph has entered one or more new states. Triumph now has
products for 24 states, accounting for the majority of student
enrollment and educational spending. In addition, Triumph re-
launched its Ohio product line, taking advantage of changes in the
state's testing program to put out a full new, 24-title product
line for math and reading grades 3 - 8.

Triumph also continued its growth of non-test preparation product,
launching its national Reading Tutor line of early reading
workbooks. This six-book series, available at reading grade levels
0.5 to 3.0, covers the five pillars of literacy as identified by
the National Reading Panel (Phonemic Awareness, Phonics,
Vocabulary, Comprehension, and Fluency) and embodied in the
Reading First initiative. The Reading Tutor books expand Triumph's
offerings beyond test preparation and continue to demonstrate that
Triumph is a true K - 12 supplemental publisher with products for
all levels from primary through to high school exit.

Buckle Down

Buckle Down revised its successful line of Arizona products,
continuing to build its strong presence in that state. The new
products provide comprehensive practice in math, reading, and
writing in grades 3-8. In the fourth quarter, Buckle Down filled
two key executive positions. Linda Hein was appointed President
and CEO; and Thomas Emrick joined Buckle Down as Vice President
for Product Development.

Oakstone Publishing

During the quarter, Oakstone Medical launched the Surgical
Education Self-Assessment Program (SESAP) 12 Audio Companion,
partnering with the American College of Surgeons; and also
introduced the Board Prep course "Osler on Audio in
Otolaryngology." Oakstone Wellness concluded several major new
sales during the quarter, among them sales to Gannett Company and
Amtrak. Brian Barze joined Oakstone Publishing as Chief Financial
Officer, replacing Charles Dismuke, who was named Oakstone
Wellness Publisher and Executive Editor.

Recorded Books

Recorded Books continued its strong sales growth into the fourth
quarter. The company established the groundwork for the
introduction of a downloadable program in 2005. This program,
which is now being sold to libraries, allows patrons to download
audiobooks over the Internet to their computers and then transfer
the audiobooks to portable devices. Recorded books also completed
the introduction of three major new product lines--Films Media
Group, RTI Disc Repair, and Evergreen Audio. Recorded Books
Unlimited, an innovative audiobook subscription service, grew to
over 3000 customers. Recorded Books also completed its new United
Kingdom production facilities to support its fast-growing WF Howes
division.

Chelsea House

Chelsea House completed the publication of its 2004 list of 222
new titles.  The list included 45 new middle and high school
science library titles, a subject area in which Chelsea House is
building an extensive publishing platform. Chelsea House also
published library editions of 18 Real Deal titles, high-interest
nonfiction for reluctant readers.

                        About the Company

Founded in 1997 and based in White Plains, NY, Haights Cross
Communications -- http://www.haightscross.com/-- is a premier  
educational and library publisher dedicated to creating the finest
books, audio products, periodicals, software and online services,
serving the following markets: K-12 supplemental education, public
and school library publishing, audio books, and medical continuing
education publishing.  Haights Cross companies include:
Sundance/Newbridge Educational Publishing (Northborough, MA),
Options Publishing (Merrimack, NH), Triumph Learning (New York,
NY), Buckle Down Publishing (Iowa City, IA), Oakstone Publishing
(Birmingham, AL), Recorded Books (Prince Frederick, MD), and
Chelsea House Publishers (Northborough, MA).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 6, 2004,
Moody's Investors Service has lowered Haights Cross
Communications, Inc.'s senior implied rating and assigned ratings
on two proposed add-on debt issues.

Ratings downgraded:

   -- Haights Cross Communications, Inc.'s

      * Senior implied rating -- to Caa1 from B3

      * Senior discount notes, due 2011 - to Ca from Caa2

      * Issuer rating - to Ca from Caa2

Moody's says the rating outlook is stable.


HEALTH & HARVEST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Health & Harvest, Inc.
        3030 Bardstown Road
        Louisville, Kentucky 40205

Bankruptcy Case No.: 05-31487

Type of Business: The Debtor operates restaurants and sells
                  health and diet foods.

Chapter 11 Petition Date: March 11, 2005

Court: Western District of Kentucky (Louisville)

Judge: Thomas H. Fulton

Debtor's Counsel: Fred R. Simon, Esq.
                  Franklin and Hance, P.S.C.
                  505 West Ormsby
                  Louisville, KY 40203
                  Tel: 502-637-6000
                  Fax: 502-637-1413

Total Assets: $1 Million to $10 Million

Total Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:
                                 
   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
James & Faith D. Barrient        Loans to Debtor for    $148,000
1620 Bayview Drive               inventory purchased
Borden, IN 47106                 on personal credit
                                 cards

United Natural Foods             Trade                  $144,688
P.O. Box 706
Keene, NH 03431

Vittitow Refrigeration           Trade                  $100,491
4103 Bishop Lane
Louisville, KY 40218

Tree of Life                     Trade                   $81,315
P.O. Box 2629
Bloomington, IN 47402

Nutraceutical Corp.              Trade                   $50,453
P.O. Box 12850
Ogden, UT 844122850

CB Richard Ellis Nicklies        Rent                    $40,000
8401 Shelbyville Road, Suite 100
Louisville, KY 40222

Russell & Shirley Nelson         Personal Loans          $22,700
P.O. Box 48
Millersburg, KY 40348

Insight Media                    Advertising             $22,000
10350 Ormsby Park Place, #200
Louisville, KY 40223

Gala Herbs                       Trade                   $14,441
P.O. Box 890278
Charlotte, NC 282890278

Independent Advantage            Trade                   $12,400
201B Chippewa Drive
Jeffersonville, IN 47130

Enzymatic Therapy                Vendor                  $11,494
P.O. Box 22310
Green Bay, WI 54305

Courier Journal                  Advertising             $10,400
P.O. Box 740031
Louisville, KY 402017431

Aramark Uniform                  Trade Service            $9,626
Services, Inc.
P.O. Box 517
Lexington, KY 405880517

Natural Organics                                          $9,158
P.O. Box 8951
Melville, NY 117478951

US Food Service/Alliant          Trade                    $8,534
P.O. Box 660088
Indianapolis, IN 462660088

Bellsouth                        Advertising              $8,356
Advertising & Publishing
P.O. Box 105852
Atlanta, GA 303485852

Vanguard ID Systems              Trade                    $7,089
1210 American Blvd.
West Chester, PA 19380

Freerock Delivery Service        Trade                    $7,200
P.O. Box 58641
Louisville, KY 402680641

Best Book                        Advertising              $6,000
203 North Main Street
Mishawaka, IN 46544

Blue Chip Radio One              Advertising              $6,149
520 South Fourth Avenue
Louisville, KY 40202


HILL COUNTRY: S&P Cuts Bond Rating to D & Terminates Coverage
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Hill
Country Juvenile Facility Corporation, Texas' lease-revenue debt
outstanding, supported by Kerr County, Texas, one notch to
'D' from 'CC' and subsequently withdrew the rating following the
execution of a consent and release agreement in which bondholders
received an insufficient amount to pay the par amount of the bonds
outstanding and agreed to the release of all financing documents
and liens securing the bonds.

The rating agency also withdrew its rating on Kerr County's
general obligation debt outstanding.  S&P previously lowered the
rating on the county's bonds to 'BBB-' from 'A' based on the
county commissioners' adoption of a fiscal 2005 budget that failed
to appropriate funds to pay debt service on the lease-revenue
bonds.

Management expected lease payments to be made from revenues
received through the facility's operation, subject to annual
appropriation by the county.  Payments received through contracts
between the juvenile board and other Texas counties for juvenile
detention were the primary revenue source to make lease payments,
but management could have used other revenue sources to make lease
payments.  Since revenue is now significantly lower than was
originally projected due to state funding cuts and a decline in
demand, county officials would have needed to supplement the
facility's operation had they decided to keep the facility open.


HOSPITALITY ASSOCIATES: Case Summary & 14 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Hospitality Associates LLC
        549 Route 17
        Tuxedo, New York 10987

Bankruptcy Case No.: 05-35577

Type of Business: The Debtor provides catering services.

Chapter 11 Petition Date: March 15, 2005

Court:  Southern District of New York (Poughkeepsie)

Debtor's Counsel: Paul D. Feinstein, Esq.
                  60 East 42nd Street, Suite 1136
                  New York, New York 10165
                  Tel: (212) 687-2080
                  Fax: (212) 687-2084

Financial Condition as of March 15, 2005:

      Total Assets: $1,417,425

      Total Debts:  $1,093,670

Debtor's 14 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Dominick J. Caizzo               Loan                   $315,000
19 A Deerfield Drive
New City, NY 10956

Hazard E. Reeves Trust           Additional Rent         $48,531
Joseph Marraro
Bank Of New York
One Wall Street, 5th Floor
New York, NY 10286

New York State                   Sales Tax               $46,894
Sales Tax Processing
JAF Building
P.O. Box 1205
New York, NY 10116-1205

Maines Paper And Food            Supplies                $14,265
101 Broome Parkway
Conklin, NY 13748

Freschetto                       Supplies                $12,682
Route 209
Ellenville, NY 12428

Sheldon Rosenberg                Professional Fees       $12,673
P.O. Box 61
Elmwood Park, NJ 07407

Formica Seafood                  Supplies                $12,367
30 Valley Road
Central Valley, NY 10917

Town Of Tuxedo Park              Supplies                 $9,427
Village Hall
Tuxedo, NY 10987

Louis Mailino                    Loan                     $7,500
27 Prospect Street
Little Falls, NJ 07645

O&R                              Supplies                 $6,400
Route 59
Spring Valley, NY 10977

Paraco Gas Company               Supplies                 $5,600
14 Bayview Road
Peekskill, NY 10566

Sysco Foods                      Supplies                 $4,326
1 Leibich
Albany, NY 12065

Nat Kogan Meats                  Supplies                 $2,600
P.O. Box 326
Woodbridge, NY 12789

Citron Cooperman                 Professional Fees        $2,000
529 5th Avenue, 2nd Floor
New York, NY 10017


INTELSAT LTD.: Files Annual Report & Restates Financials
--------------------------------------------------------
Intelsat, Ltd., will be filing its Annual Report on Form 20-F for
the twelve months ended December 31, 2004, containing its audited
consolidated financial results.  Subsequent to the issuance of its
earnings release dated March 3, 2005, the Company updated its
results to include the effect of a $1.7 million judgment in favor
of certain of its former employees in respect of certain wrongful
termination and related claims.  The Company intends to vigorously
appeal the award.  

Notwithstanding the Company's intent to appeal, the Company has
determined that, as a result of the possibility that it could be
liable for up to the full amount of the judgment, it is reflecting
a reserve of $1.7 million on its financial statements.  The
Company is reissuing its Consolidated Statement of Operations,
Consolidated Balance Sheet and Consolidated Statement of Cash
Flows for the year and three-months ended December 31, 2004, to
reflect a $1.7 million litigation reserve.  

The Company is reissuing its Consolidated Statement of Operations,
Consolidated Balance Sheet and Consolidated Statement of Cash
Flows for the year and three months ended December 31, 2004 to
reflect the $1.7 million reserve described above.  The effect of
this reserve for the year and three months ended December 31, 2004
is to increase the Company's selling, general and administrative
expenses by $1.7 million which decreases the Company's income from
continuing operations from $7.0 million to $5.3 million for the
year ended December 31, 2004 and increases the Company's loss from
continuing operations from $49.0 million to $50.7 million for the
three months ended December 31, 2004.  The reserve increases the
Company's net loss from $37.0 million to $38.7 million and from
$55.1 million to $56.9 million for the year and three months ended
December 31, 2004, respectively.  Free cash flow from operations
of $320.5 million for the year ended December 31, 2004 was
unchanged.  EBITDA from continuing operations was decreased from
$621.9 to $620.1 million and from $95.2 million to $93.5 million
for the year and three months ended December 31, 2004,
respectively, while Covenant EBITDA was unchanged at $800.2
million for the year ended December 31, 2004.  The results
included in this release are presented both in accordance with
United States generally accepted accounting principles and also on
a non-GAAP basis.  All EBITDA from continuing operations, Covenant
EBITDA, and free cash flow from operations figures noted above are
non-GAAP financial measures.  The financial information attached
to this release contains a reconciliation of these non-GAAP
financial measures to comparable GAAP financial measures.

                        About the Company

Building on 40 Years of Leadership.  As a global communications
leader with 40 years of experience, Intelsat helps service
providers, broadcasters, corporations and governments deliver
information and entertainment anywhere in the world, instantly,
securely and reliably.  Intelsat's global reach and expanding
solutions portfolio enable customers to enhance their
communications networks, venture into new markets, and grow their
businesses with confidence.  For more information, visit
http://www.intelsat.com/

                          *     *     *

As reported in the Troubled Company Reporter on March 7, 2005,
after the earnings announcement and management conference call by
Intelsat, Ltd., Fitch Ratings has maintained the ratings of the
company.  However, after having obtained certain approvals and
completed certain asset transfers, the issuing entities of some of
its recently issued debt have changed.  Intelsat's wholly owned
subsidiary, Intelsat -- Bermuda, Ltd., created a new subsidiary
named Intelsat Subsidiary Holding Company Ltd. and transferred
substantially all of its assets and liabilities to Intelsat
Subsidiary.  This included about $3.2 billion of Fitch-rated debt.

Additionally, the $478.4 million (face amount) of senior unsecured
discount notes due 2015 originally issued by an intermediate
holding company named Zeus Special Sub Ltd. have now become
obligations of Intelsat Bermuda with Intelsat as a co-obligor.
The approximately $1.7 billion of outstanding senior unsecured
notes issued by Intelsat remain there.

   Intelsat, Ltd.

       -- No change to senior unsecured notes at 'CCC+'.

   Intelsat (Bermuda), Ltd. (formerly Zeus Special Sub Ltd.)

       -- Senior unsecured discount notes at 'B-'.

   Intelsat Subsidiary Holding Company Ltd. (formerly Intelsat
   (Bermuda), Ltd.

       -- Senior unsecured notes at 'B';
       -- Senior secured credit facilities at 'BB-'.

Fitch says that the Stable Rating Outlook reflects the prospects
for stable revenues from its lease backlog and the expected
resulting free cash flow offset by a very competitive operating
environment and ownership by an investment group.


ISTAR FINANCIAL: Soliciting Consents to Amend TriNet Notes
----------------------------------------------------------
iStar Financial Inc. (NYSE: SFI), the leading publicly traded
finance company focused on the commercial real estate industry,
commenced a consent solicitation to amend certain covenants of the
Indenture relating to TriNet Corporate Realty Trust Inc. 7.95%
Notes due 2006, scheduled to expire on March 28, 2005.

The Company is seeking the consents in order to facilitate a
consolidation of TriNet Corporate Realty Trust with its parent
company, iStar Financial Inc., which owns 100% of TriNet's
outstanding capital stock, through a merger, liquidation or other
appropriate method.  One of the conditions to the consummation of
the consent solicitation is that the company receives consents
from holders of at least a majority in aggregate principal amount
of the TriNet Notes.

A consent payment of $2.50 for each $1,000 principal amount of
Notes to which the consent relates, is being offered to eligible
holders who validly consent to the amendments on or prior to 5:00
p.m. New York City time on the Consent Date and do not validly
withdraw their consents.

The record date for the determination of holders entitled to give
consents is March 11, 2005.  The Company reserves the right to
establish from time to time any new date as the record date and,
thereupon, any such new date will be deemed to be the "Record
Date" for purposes of the consent solicitation.

iStar Financial has engaged Bear, Stearns & Co. Inc. to act as
solicitation agent in connection with the consent solicitation.  
Questions regarding the consent solicitation may be directed to
Bear, Stearns & Co. Inc., Global Liability Management Group, at
(877) 696-BEAR (2327) (U.S. toll- free).

Copies of the Consent Solicitation Statement and the Letter of
Consent form can be obtained from Georgeson Shareholder at 17
State Street, 10th Floor, New York, NY 10004, by telephone at
(866) 873-6993.

                        About the Company

iStar Financial is the leading publicly traded finance company
focused on the commercial real estate industry.  The Company
provides custom-tailored financing to high-end private and
corporate owners of real estate nationwide, including senior and
junior mortgage debt, senior and mezzanine corporate capital, and
corporate net lease financing.  The Company, which is taxed as a
real estate investment trust, seeks to deliver a strong dividend
and superior risk-adjusted returns on equity to shareholders by
providing the highest quality financing solutions to its
customers.  Additional information on iStar Financial is available
on the Company's website at http://www.istarfinancial.com/

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
iStar Financial, Inc., plans to acquire Falcon Financial
Investment Trust.  Fitch expects no change to iStar's rating and
Outlook as a result of this transaction.  The iStar's ratings are:

      -- Senior unsecured debt: 'BBB-';
      -- Preferred stock 'BB';
      -- Rating Outlook Stable.


KAISER ALUMINUM: Wants to Hire Dickstein Shapiro as Counsel
-----------------------------------------------------------
In 2002, the Kaiser Aluminum Corporation and its debtor-affiliates
sought and obtained the United States Bankruptcy Court for the
District of Delaware's authority to employ The Feinberg Group LLP
as special counsel for the analysis, evaluation and treatment of
certain personal injury claims in the Debtors' Chapter 11 cases.

The Tort Claims Services provided by Feinberg Group to the
Debtors generally involve providing advice and counseling
regarding the analysis and resolution of personal injury claims
allegedly arising from exposure to toxic substances and have
encompassed, among other things:

   -- counseling for asbestos, silica, noise induced hearing loss
      and coal tar pitch volatile claims;

   -- assistance in the development and drafting of a Chapter 11
      plan of reorganization and disclosure statement, trust
      documents and trust distribution procedures and other plan
      documents related to the treatment of tort claims;

   -- analysis of voting issues; and

   -- ongoing meetings and communications with statutory
      committees, legal representatives and insurers regarding
      estimation of tort claims.

Deborah E. Greenspan, Esq., and Fredric Brooks, Esq., and certain
other professionals at Feinberg Group have been primarily
responsible for providing those services.

In December 2004, the Debtors learned that Feinberg Group was
dissolving and that the then-existing Feinberg Group
Professionals providing the Tort Claims Services would be joining
Dickstein Shapiro Morin & Oshinsky LLP, effective January 1,
2005.  While the Professionals will no longer be affiliated with
Feinberg Group, at the Debtors' request, they have continued to
provide the Debtors with the Tort Claims Services without any
interruption.

Accordingly, the Debtors now seek the Court's authority to employ
Dickstein Shapiro, in substitution of Feinberg Group, as special
claims counsel, nunc pro tunc as of January 1, 2005.

Dickstein Shapiro was founded in 1953 and is a multi-service law
firm with 325 attorneys in Washington, D.C. and New York.  The
former Feinberg Professionals providing services to the Debtors
have the requisite expertise and ability to perform the Tort
Claims Services efficiently, expeditiously and effectively.  
Thus, Dickstein Shapiro, like Feinberg Group prior to its
dissolution, is well suited to provide Tort Claims Services in the
Debtors' Chapter 11 cases and well qualified to serve as the
Debtors' special claims counsel.

Dickstein Shapiro's fees for Tort Claims Services will be based on
an hourly basis.  Dickstein Shapiro's current hourly billing rates
are:

                Partner               $375 - 650
                Of Counsel/Counsel    $240 - 610
                Associate Counsel     $210 - 390
                Law Clerk             $150
                Legal Assistant       $100 - 180

Dickstein Shapiro will also seek reimbursement for costs incurred
in connection with the Tort Claims Services.  The firm will
maintain contemporaneous records of expenses and records of fees
in increments of tenths of an hour.

Dickstein Shapiro's retention nunc pro tunc as of January 1, 2005,
will provide for Dickstein Shapiro to be properly compensated for
the work the firm has performed for the Debtors.

Deborah E. Greenspan, a partner at Dickstein Shapiro, assures the
Court that the firm does not represent any adverse interest to the
Debtors and their estates in the matters for which Dickstein
Shapiro will be retained.

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


KEYSTONE CONSOLIDATED: Has Until Mar. 31 to Solicit Acceptances
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
extended until March 31, 2005, Keystone Consolidated Industries,
Inc., and its debtor-affiliates' exclusive period to solicit
acceptances of their plan of reorganization.

As previously reported, Keystone asked for more time to negotiate
with its Official Committee of Unsecured Creditors.   
The Committee complained to the Court that Contran Corp.,
Keystone's parent, is exercising too much control over the
restructuring and finds the plan's split of the new equity
offensive.  

The Creditors' Committee is comprised of six members:

    * The Bank of New York, as Indenture Trustee;
    * Pacholder Associates;
    * Ameren Cilco;
    * Peoria Disposal Company;
    * Midwest Mill Service; and
    * Independent Steel Workers Alliance.    

Keystone thinks the problem's soluble, indicating that talks over
the past month have been fruitful and lead management to believe
there's a real possibility of a consensual plan of reorganization.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company filed for chapter 11 protection on February 26, 2004
(Bankr. E.D. Wisc. Case No. 04-22422).  Daryl L. Diesing, Esq., at
Whyte Hirschboeck Dudek S.C., and David L. Eaton, Esq., at
Kirkland & Ellis LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, it listed $196,953,000 in total assets and $365,312,000
in total debts.


KMART HOLDING: Faces Lawsuits Arising From Sears Merger Plan
------------------------------------------------------------
Kmart Holding Corporation's President and Chief Executive
Officer, Aylwin B. Lewis, discloses in a regulatory filing with
the Securities and Exchange Commission that after the announcement
of the proposed merger with Sears, Roebuck and Co., on Nov. 17,
2004, several actions were filed purporting to challenge the
merger.

Two cases were filed in the Supreme Court of the State of New
York, New York County:

   (1) Gershon Chanowitz, et al. v. Hall Adams, Jr., et al.,
       Index No. 04/603903; and

   (2) Nathan Krantman v. William Bax, et al., index 04/603889.

On February 15, 2005, the New York Court ordered that the two
cases be consolidated as a single action.  On February 16, 2005,
the plaintiffs filed a superceding consolidated Amended Class     
Action Complaint.

The consolidated complaint asserts claims on behalf of a purported
class of Sears stockholders against Sears and certain of its
officers and directors for breach of fiduciary duty in connection
with the mergers on the grounds that the defendants allegedly
failed to take appropriate steps to maximize the value of a merger
transaction for Sears stockholders.  The plaintiffs also have
named Kmart, Edward S. Lampert, and ESL Investments, Inc., as
defendants on the ground that they aided and abetted the alleged
breaches of fiduciary duty.

Additionally, the plaintiffs assert that the defendants have made
insufficient and misleading disclosures in connection with the
mergers.  The complaint seeks provisional and permanent injunctive
relief, as well as damages.  Also, on February 16, 2005, the
plaintiffs filed an order to show cause seeking expedited
discovery about the appraisal of Sears' real estate.  A briefing
schedule on the motion has not yet been set.  On Feb. 25, 2005,
the defendants filed a motion to dismiss the complaint.

Mr. Lewis also reports that three cases were filed with the
Circuit Court of Cook County, Illinois, Chancery Division:

   (1) William Fischer v. Sears, Roebuck and Co., et al., Case
       No. 04-CH-19137;

   (2) City of Dania Beach Police & Firefighters Retirement
       System v. Sears, Roebuck and Co. et al., Case No. 04-CH-       
       19548; and

   (3) Central Laborers Pension Fund v. Sears, Roebuck and Co. et
       al., Case No. 04-CH-19435.

These cases assert claims on behalf of a purported class of Sears
stockholders against Sears and certain of its officers and
directors, together with Kmart, Edward S. Lampert, William C.
Crowley and other affiliated entities, related to an alleged
breach of fiduciary duty in connection with the mergers.

The plaintiffs allege that the merger favors interested defendants
by awarding them disproportionate benefits, and that the
defendants failed to take appropriate steps to maximize the value
of a merger transaction for Sears stockholders.  The complaints
seek provisional and permanent injunctive relief.  The Fischer
complaint also seeks damages.

The cases have been reassigned to a single judge and the
plaintiffs have filed a consolidated and amended complaint.  On
February 1, 2005, the court granted the defendants motion to stay
or dismiss these Illinois actions in favor of a pending New York
action.  Accordingly, these actions are stayed pending resolution
of the New York actions.  The plaintiffs have filed a notice of
appeal of the stay order to the Appellate Court of Illinois -
First District.

Mr. Lewis notes that the lawsuits are in their preliminary stages,
and it is impossible to predict their outcome at this time.  Kmart
intends to defend itself vigorously in respect of the claims
asserted against it.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the  
nation's second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart intends to buy Sears, Roebuck & Co., for $11
billion to create the third-largest U.S. retailer, behind Wal-Mart
and Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  Kmart and Sears expect their merger to close early this
month.  (Kmart Bankruptcy News, Issue No. 91; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LIBERTY MEDIA: Fitch Removes BB+ Corp. Rating from Watch Neg.
-------------------------------------------------------------
Fitch Ratings has downgraded Liberty Media Corp.'s senior
unsecured debt to 'BB+' from 'BBB-' and has removed the company
from Rating Watch Negative.  The Rating Outlook is Negative.
Approximately $10.9 billion of accreted debt is affected by this
action.

The rating downgrade reflects Fitch's continued concern regarding
the company's uncertain strategic direction, reduction of the
asset base, potential for a News Corp. transaction to further
weaken the company's credit profile, and Fitch's belief that more
shareholder-friendly transactions could occur in the intermediate
term.  Shareholder dividend of Liberty's 50% stake in Discovery
and 100% stake in Ascent Media clearly negatively affects
bondholders and provides a clearer statement to how Liberty may
utilize its asset base.  

The spin-off of these entities eliminates approximately $7.0
billion, or 16%, of total asset value used in Fitch's calculation
of asset coverage (asset value/net debt) reducing Liberty's asset
coverage to 4.1 times from 4.8x.  Regardless of the success of the
spin-off, Fitch believes Liberty will continue to consider ways to
unlock value for shareholders, potentially through the
distribution of other assets and/or cash, further weakening the
position of bondholders.  Fitch believes the Discovery/Ascent
Media spin-off highlights senior management's various public
comments that the company is continuing to explore ways to unlock
shareholder value and increases Fitch's concern regarding the
strategic direction of the company and the potential negative
implications for bondholders.

The Negative Outlook reflects the risk related to the overall
long-term strategic direction of the company.  This uncertainty
includes plans related to future dividends, acquisitions, asset
sales, liquidations, and any other strategic event of the company.  
The recent statements from Chairman John Malone regarding
potentially splitting up the businesses, breaking the company up
into separate units that would house different businesses (i.e.
split up Interactive businesses such as QVC from the Network
businesses such as Game Show Network and Court TV) could also
negatively impact bondholders.  There are credit risks involved in
such a move, as it is currently unclear how the company would
allocate its assets and debt to the new separate entities.  The
company's credit profile may not be the main determinant in the
allocation of assets and debt to these new entities, and there are
no covenants preventing management from splitting off these
entities.

Fitch's concerns also include a potential transaction regarding
Liberty's 18% voting stake in News Corporation ('BBB'/Stable).
Given the Bush administration's recent 2006 budget proposal, which
is said to contain new restrictions on cash-rich tax shelters,
Fitch believes a transaction with News Corporation could occur
within the next 3-6 months and will likely take the form of News
Corporation operating assets with cash proceeds. While Fitch
believes the Discovery/Ascent Media dividend announcement reduces
the likelihood that significant cash proceeds from a News
Corporation transaction could be used for shareholder
distributions, it is likely that News Corporation proceeds will be
used to invest into new operating businesses, which could also
negatively affect bondholders due to the potential change in mix
of available for sale securities and private assets having
meaningful liquidity implications.

Depending on the size of a News Corporation transaction, Liberty
could lose up to 50% of its liquid asset base by investing in
less-liquid operating businesses, which could reduce the ratio of
liquid assets (including derivative positions) to net debt to
below 1.5 times to a minimum of 1.1x assuming the entire $9
billion News Corp. stake is invested in nonliquid operating
businesses).  Clearly the operating risk profile and the cash flow
characteristics of such investments would be analyzed as to
determine the offset to the loss of liquidity.

Furthermore, Liberty's use of News Corporation proceeds to acquire
an operating business could cause Fitch to re-assess the company's
credit profile using more traditional operating credit metrics
(e.g. interest coverage and leverage ratios), as opposed to
Fitch's current analysis, which focuses on, among other things,
asset coverage.  Therefore, should the company decide to invest
the News Corporation proceeds in an operating business, it would
have to generate sufficient cash flow to offset the loss of
liquidity and asset coverage.  As of Dec. 31, 2004, Liberty has a
leverage ratio of approximately 6.8x and an interest coverage
ratio of approximately 2.6x.

Despite the various aforementioned concerns and downgrade event,
Liberty's 'BB+' rating is supported by strong asset coverage
ratios that combine the private liquidation value of Liberty's
operating business stakes (QVC, Starz, and Court TV, among others)
with its public security holdings and derivative positions.  As of
March 9, 2004, Fitch estimates Liberty's public portfolio,
including derivatives to be approximately $20.5 billion with the
private portfolio at approximately $18 billion pro forma for the
Discovery/Ascent Media dividend and before any substantial private
liquidation haircuts. Liberty's gross debt is estimated at $10.9
billion.  This results in asset coverage (public and private
assets divided by net debt) of approximately 4.1x.  The rating is
further supported by continued strong operating performance of the
company's QVC operating unit and Liberty's continued execution of
its voluntary debt reduction program EBITDA from the QVC segment,
which increased approximately 19% year-over-year to $1.2 billion
as the unit benefited from increased volume sales and a favorable
exchange rate at its foreign units.

As mentioned, Liberty continues to execute its voluntary debt
reduction program through the monetization of nonstrategic
investments, use of cash balances, and proceeds from equity collar
expirations.  The program was announced in November 2003 when debt
was approximately $14.5 billion and has since reduced debt by
approximately $3.6 billion to $10.9 billion in debt as of Dec. 31,
2004.  Fitch expects the company to complete this program in 2005,
with an additional $1 billion reduction in total debt by year-end
2005, for a total reduction of $4.5 billion.


LIBERTY MEDIA: S&P Cuts Senior Debt Rating to BB+ from BBB-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Liberty
Media Corporation's senior unsecured debt to 'BB+' from 'BBB-',
based on the company's plan to spin off to shareholders its 50%
stake in Discovery Communications Inc. and its 100% ownership of
Ascent Media Group Inc., without a commensurate reduction in
debt.  

Ratings have been removed from CreditWatch, where they were placed
with negative implications on Jan. 21, 2005.  At the same time,
Standard & Poor's lowered its other ratings on the company,
including its corporate credit rating, to 'BB+' from 'BBB-'.  The
outlook is stable. Total principal value debt as of Dec. 31, 2004,
was $10.9 billion.

"With this transaction, Liberty and creditors lose a stable,
high-quality, high-growth asset, on the heels of the spin-off in
2004 of the company's international cable TV and related assets,
into which Liberty had transferred significant cash and other
investments," said Standard & Poor's credit analyst Heather M.
Goodchild.

Discovery represents a meaningful proportion of Liberty's market
capitalization.  Liberty is still in the process of reducing its
debt under a commitment made in late 2003 to pare it by $4.5
billion, of which about $3.5 billion in reductions has been
completed.  The company has liquidated various equity and hedge
positions, and used cash flow of its QVC Inc. unit, to
accomplish debt reduction to date.

Liberty's 'BB+' long-term corporate credit and senior unsecured
debt ratings reflect its equity portfolio concentrated in the
media and telecommunications sector, and its majority-owned and
wholly owned operations and their growth prospects, offset by the
company's debt burden and Standard & Poor's view that management's
financial strategy has become more fluid and shareholder-favoring.

Beyond the immediate (2006) period of refinancing and of
rebuilding its Starz Encore Group LLC unit, Liberty should build
free cash flow and flexibility, but the company is expected to
continue to face structural issues with respect to minimizing
taxable gains and pursuing reinvestment, and will have a reduced
tax shield.

Standard & Poor's believes that this scenario could pose
incentives for further asset spin-offs.  Liberty also is expected
during the year to enter into discussions with News Corporation
toward a swap of Liberty-held News Corporation voting shares in
some form of transaction.  If such a transaction materializes,
Standard & Poor's will assess the effect on the Liberty ratings at
that time.


LORAL SPACE: Dec. 30 Balance Sheet Upside-Down by $1.04 Billion
---------------------------------------------------------------
Loral Space & Communications (OTC Bulletin Board: LRLSQ) filed its
annual report on Form 10-K with the Securities and Exchange
Commission in which it reported financial results for the fourth
quarter and year ended December 31, 2004.  The Company reported a
$176,695,000 net loss against $522,127,000 in total revenues.

At Dec. 31, 2004, Loral Space & Communications' balance sheet
showed:

      Total Current Assets         $   237,453,000
      Total Assets                   1,218,733,000
      Total Current Debts              262,157,000
      Total Shareholders' Deficit  $(1,044,101,000)

The 10-K is available in PDF format on the company's web site at
http://www.loral.com/or through the SEC's EDGAR service at:

   http://www.sec.gov/Archives/edgar/data/1006269/000095012305003066/y064111e10vk.htm


                        About the Company

Loral Space & Communications -- http://www.loral.com/-- is a  
satellite communications company. Its Space Systems/Loral division
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. Through its Loral Skynet division, 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.

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.


MCDERMOTT INT'L: Says Annual Report Will be Filed Late
------------------------------------------------------
McDermott International, Inc. (NYSE: MDR) filed a 12b-25 extension
for its Form 10-K report to be filed with the United States
Securities and Exchange Commission.

On Dec. 29, 2004, McDermott received an initial comment letter
from the staff of the Division of Corporate Finance of the SEC
containing questions and comments regarding the Company's 2003
annual report on Form 10-K.  The Company actively responded to the
SEC staff's questions, and believes it satisfactorily answered the
items contained in the initial correspondence and a January 26,
2005 follow-up letter.  However, on March 11, 2005, McDermott
received a second follow-up letter from the SEC seeking additional
information regarding the Company's accounting for certain loss-
generating EPIC projects (the three Spars, Belanak and Carina
Aries projects) in the Marine Construction Services segment.  Each
of these projects was complete at December 31, 2004, and has been
delivered to its respective customer.  The SEC staff has
questioned whether McDermott's accounting for these projects using
the percentage-of-completion method was appropriate, or if the
completed-contract method of accounting should have been used.  
Under completed-contract accounting, revenues and profit are not
recognized on a project until completion; however, under both
methods, project losses are recorded in periods when the losses
become evident.  McDermott will continue working with the SEC
staff to resolve the remaining open items.  The Company is
utilizing a 15-day filing extension for its December 31, 2004,
annual report on Form 10-K in an effort to ensure McDermott's Form
10-K filing reflects the appropriate accounting.

McDermott's management believes that under either accounting
approach, the Company's operating income, net income, cash flow,
liquidity and balance sheet will be unaffected as of the period
ended December 31, 2004.  Accordingly, McDermott is announcing its
unaudited financial results for the fourth quarter and full-year
2004 in a separate release.  If McDermott had accounted for its
financial results for these projects using the completed-contract
accounting method, reported revenues and costs would have changed
materially during the affected years of 2001 through 2004.

                        About the Company

McDermott International, Inc., is a leading worldwide energy
services company.  The Company's subsidiaries provide engineering,
fabrication, installation, procurement, research, manufacturing,
environmental systems, project management and facility management
services to a variety of customers in the energy and power
industries, including the U.S. Department of Energy.

At Dec. 31, 2004, McDermott's balance sheet showed a $261,433,000
stockholders' deficit, compared to a $363,177,000 deficit at
Dec. 31, 2003.


MCDERMOTT INT'L: Dec. 31 Balance Sheet Upside-Down by $261.4 Mil.
-----------------------------------------------------------------
McDermott International, Inc.'s (NYSE: MDR) unaudited results for
the fourth quarter and full year 2004.  For the quarter ended
December 31, 2004, McDermott recorded net income of $42.5 million,
or 61 cents per diluted share.  For the full year 2004, the
Company's net income was $61.6 million.  Weighted average common
shares outstanding on a fully diluted basis were approximately
69.6 million and 68.3 million for the end of the fourth quarter
and full year 2004, respectively.

Revenues in the quarter and year ended December 31, 2004 were
$473.7 million and $1.9 billion, respectively, as accounted for
under the percentage-of-completion accounting method.  Operating
income was $72.5 million and $145.9 million during these
respective periods. During the fourth quarter and full year,
operating income included approximately $15.2 million and
$60.8 million, respectively, of corporate qualified pension
expense.

"The fourth quarter represented a solid culmination to our 2004
year," said Bruce W. Wilkinson, Chairman of the Board and Chief
Executive Officer of McDermott.  "McDermott has now realized net
income for three consecutive quarters, while at the same time our
liquidity has strengthened, so I am encouraged by our progress.  
We look forward to resolving the remaining open issues with the
SEC staff in the near term, and filing our 2004 Form 10-K as soon
as practicable.  McDermott had a successful 2004, and while
there's still much left to accomplish, we are better positioned
for the future as a result."

                 Unaudited Results of Operations
            Fourth Quarter and Full Year 2004 Results

Marine Construction Services Segment

Revenues in the Marine Construction Services segment were
$317.2 million and $1.37 billion in the fourth quarter and full-
year 2004, respectively, as accounted for under the percentage-of-
completion accounting method.

Segment income was $36.7 million and $83.8 million for the fourth
quarter and full-year 2004, respectively.  Major projects
contributing operating income during these periods were the
fabrication projects for BP in Morgan City, Louisiana, the
projects in Azerbaijan for AIOC, and certain marine projects.  In
addition, J. Ray recognized approximately $16.7 million during the
fourth quarter and $46.6 million during the full year, in
aggregate operating income from net improvements including income
from change orders, insurance claims and productivity improvements
in the recently completed EPIC projects which incurred substantial
losses in prior years.  Gains on asset sales provided an
additional $13.7 million and $30.3 million of operating income
during the fourth quarter and full-year 2004, respectively.  These
improvements were partially offset by an aggregate expense of
$6.6 million and $14.5 million for the fourth quarter and full-
year 2004, respectively, related to various items, including
severance, Sarbanes-Oxley compliance expenses, additional vessel
drydock expenses and compensation accruals.  At December 31, 2004,
J. Ray's backlog was $1.25 billion.

Government Operations Segment

Revenues in the Government Operations segment were $156.5 million
and $555.1 million in the fourth quarter and full-year 2004,
respectively, as accounted for under the percentage-of-completion
accounting method.

Segment income was $29.5 million and $109.8 million for the fourth
quarter and full-year 2004, respectively. During the fourth
quarter and full-year 2004, BWXT continued to have strong margins
in the manufacture of nuclear components and in uranium recovery,
and has benefited from cost reduction activities.  In addition,
BWXT also received pension funding reimbursement during the fourth
quarter and full year 2004 of $3.2 million and $11.8 million,
respectively; however the associated pension expense was reflected
in the corporate segment. As previously announced, beginning with
the 2005 fiscal year McDermott will allocate the applicable
pension expense to BWXT. BWXT's segment income includes $11.4
million and $32.6 million of equity income of investees for the
quarter and year ended December 31, 2004, respectively. At
December 31, 2004, BWXT's backlog was $1.7 billion.

Corporate

The corporate segment produced unallocated income of $6.2 million
in the 2004 fourth quarter, reflecting a $27.7 million gain
associated with the previously announced wind-up of a U.K. pension
plan. For the year ended December 31, 2004, corporate had an
unallocated expense of $49.7 million.

Other Income and Expense

The Company's other expense for the fourth quarter and full-year
2004 was $19.7 million and $43.5 million, respectively, which
included net interest expense of $8.1 million during the fourth
quarter and $30.5 million for the full year 2004.

During the 2004 fourth quarter, revaluation of certain components
of the estimated settlement cost related to The Babcock & Wilcox
Company Chapter 11 proceedings generated an increase in the
estimated cost of the settlement to $139.9 million, resulting in
the recognition of other pretax expense of $8.9 million ($9.5
million after tax).  This estimated settlement cost increase was
due primarily to an increase in the closing price of McDermott's
common stock from $11.80 per share at September 30, 2004 to $18.36
per share at December 31, 2004. For the year ended December 31,
2004, the estimated settlement cost increased $11.2 million,
pretax ($11.9 million after-tax). As discussed in the Company's
annual report on Form 10-K for the year ended December 31, 2003,
the Company is required to revalue certain components of the
estimated settlement cost quarterly and at the time the securities
are issued, assuming the settlement is finalized.

                   The Babcock & Wilcox Company

The Company wrote off its remaining investment in B&W of
$224.7 million during the second quarter of 2002 and has not
consolidated B&W with McDermott's financial results since B&W's
Chapter 11 bankruptcy filing in February 2000.  B&W's revenues
were $355.5 million and $1.37 billion in the fourth quarter and
full-year 2004, respectively.  B&W's net income for the 2004
fourth quarter was $18.3 million, increasing full-year 2004 net
income to $99.1 million. As of December 31, 2004, B&W had cash and
cash equivalents of $351.5 million.  At December 31, 2004, B&W's
backlog was $1.5 billion.

Liquidity

At December 31, 2004, McDermott's consolidated unrestricted cash
was $259 million, with J. Ray's unrestricted cash balance
representing approximately $156 million of this total.  In
addition, McDermott's consolidated restricted cash balance was
$178 million at December 31, 2004, with J. Ray representing
$149 million of the consolidated amount.  As of December 31, 2004,
approximately $51 million of J. Ray's restricted cash was
available for use on capital expenditures, in accordance with the
indenture relating to J. Ray's senior secured notes issued in
December 2003.  As of March 11, 2005, McDermott's consolidated
unrestricted cash balance was approximately $338 million, with J.
Ray accounting for approximately $208 million of the total.

Internal Controls

McDermott's management has determined that as of December 31,
2004, J. Ray has remediated the previously disclosed material
weakness regarding J. Ray's ability to forecast accurately total
costs to complete fixed-price contracts, primarily first-of-a-kind
projects, which were disclosed in McDermott's annual report on
Form 10-K for the year ended December 31, 2003 and in its 2004
Form 10-Q filings.  The remediation of this weakness as of
December 31, 2004 was the result of improved controls throughout
the bidding, contracting and project management process and
implementation of new reporting procedures, improved information
systems designs and enhanced communication processes throughout
the J. Ray organization.

During March 2005, McDermott's management completed its assessment
of the effectiveness of the Company's internal control over
financial reporting as of December 31, 2004 as required by Section
404 of the Sarbanes-Oxley Act of 2002, and determined the Company
did not maintain effective controls over certain account
reconciliations and access to application programs and data, which
deficiencies management has determined represent material
weaknesses. Specifically, account reconciliations in the Marine
Construction Services segment in the Eastern Hemisphere were not
being properly completed. Further, as of December 31, 2004, the
Company identified control deficiencies at its business units with
respect to access to financial application programs and data. As a
result of these material weaknesses, the Company's independent
registered public accounting firm is expected to issue an adverse
report related to the effectiveness of the Company's internal
control over financial reporting (which is different from the
independent auditor's report on the Company's financial
statements).  Additionally, if as a result of the ongoing
discussions with the SEC staff, the Company determines to change
its accounting for the loss-generating EPIC projects mentioned
above to the completed-contract accounting methodology, management
will evaluate the impact that such a change may have on its report
of the effectiveness of the Company's internal control over
financial reporting.

Neither the account reconciliation nor the access control
deficiency referred to above resulted in a material adjustment to
the 2004 interim or annual consolidated financial statements.  
McDermott is actively addressing these issues and will notify
investors of material progress made in resolving these material
weaknesses in future regulatory filings with the SEC.  While the
Company's internal control over financial reporting was not
effective as of December 31, 2004, as a result of the material
weaknesses noted above, McDermott's management believes that
McDermott's financial statements present fairly in all material
respects, the financial position and the results of operations of
the Company.

                        About the Company

McDermott International, Inc., is a leading worldwide energy
services company.  The Company's subsidiaries provide engineering,
fabrication, installation, procurement, research, manufacturing,
environmental systems, project management and facility management
services to a variety of customers in the energy and power
industries, including the U.S. Department of Energy.

At Dec. 31, 2004, McDermott's balance sheet showed a $261,433,000
stockholders' deficit, compared to a $363,177,000 deficit at
Dec. 31, 2003.


MCI INC: CEO Michael Capellas Earns $5 Million Incentive Award
--------------------------------------------------------------
Effective February 25, 2005, the Compensation Committee of MCI,
Inc.'s Board of Directors approved an incentive award for Michael
D. Capellas, the Company's Chief Executive Officer, in respect of
the fiscal year 2004 performance period.

In determining the incentive award for 2004, the Compensation
Committee reviewed Mr. Capellas' outstanding accomplishments
during 2004, including:

    (1) completion of the restatement of the 2002 financial
        statements and subsequent filings of the 2002 and 2003
        Form 10-K and associated filings;

    (2) leading the Company to successful emergence from
        bankruptcy protection in April 2004;

    (3) implementation of a business transformation plan
        leveraging the Company's IP intelligence by launching a
        four pillars strategy;

    (4) relisting of the Company's common stock on Nasdaq in July
        2004;

    (5) stabilization of the Company's finances, ensuring the
        employment of over 40,000 employees; and

    (6) successfully meeting the Corporation's financial goals for
        2004.

The amount of the incentive award approved for Mr. Capellas was
$5,000,000.

The Compensation Committee also approved the payment of incentive
awards to four executive officers, in respect of the second half
of 2004.  The incentive awards were made pursuant to the terms of
the Company's Corporate Variable Pay Plan.  These awards are based
on two factors:

    (1) financial performance targets, which the Company exceeded
        for the second half of 2004; and

    (2) outstanding individual performance for each of the
        named executive officers during the second half of 2004.

    Name                        Title                  Incentive
    ----                        -----                  ---------
    Robert T. Blakely    Executive Vice President
                         and Chief Financial Officer    $361,250

    Jonathan C. Crane    Executive Vice President
                         of Strategy and Corporate
                         Development                     373,750

    Wayne E. Huyard      President, U.S. Sales and
                         Service                         465,000

    Anastasia D. Kelly   Executive Vice President
                         and General Counsel             344,375

                            Stock Grants

In addition, on February 28, 2005, the Compensation Committee
approved grants of restricted stock to five executive officers:

    Name                   Title                      Incentive
    ----                   -----                      ---------
    Michael D. Capellas  Chief Executive Officer       $357,241

    Robert T. Blakely    Executive Vice President
                         and Chief Financial Officer    133,370

    Jonathan C. Crane    Executive Vice President
                         of Strategy and Corporate
                         Development                    109,554

    Wayne E. Huyard      President, U.S. Sales
                         and Service                    166,712

    Anastasia D. Kelly   Executive Vice President
                         and General Counsel            133,370

The Company intends to provide additional information regarding
the compensation awarded to the executive officers in respect of
and during the year ended December 31, 2004, in the proxy
statement for the Company's 2005 annual meeting of stockholder,
which is expected to be filed with the Securities and Exchange
Commission in April 2005.

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

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MERRILL LYNCH: Moody's Places Low-B Ratings on Six Cert. Classes
----------------------------------------------------------------
Moody's Investors Service has assigned these prospective ratings
to certificates issued by Merrill Lynch Financial Assets Inc.
Commercial Mortgage Pass-Through Certificates, Series
2005-Canada 15:

   * (P) Aaa to the CDN $185.0 million Class A-1 Certificates due
     February 2037,

   * (P) Aaa to the CDN $212.3 million Class A-2 Certificates due
     February 2037,

   * (P) Aa2 to the CDN $11.0 million Class B Certificates due
     February 2037

   * (P) A2 to the CDN $9.0 million Class C Certificates due
     February 2037,

   * (P) Baa2 to the CDN $7.8 million Class D-1 Certificates due
     February 2037,

   * (P) Baa2 to the CDN $0.001 million Class D-2 Certificates due
     February 2037,

   * (P) Baa3 to the CDN $3.3 million Class E-1 Certificates due
     February 2037,

   * (P) Baa3 to the CDN $0.001 million Class E-2 Certificates due
     February 2037,

   * (P) Ba1 to the CDN $3.3 million Class F Certificates due
     February 2037,

   * (P) Ba2 to the CDN $1.66 million Class G Certificates due
     February 2037,

   * (P) Ba3 to the CDN $1.66 million Class H Certificates due
     February 2037,

   * (P) B1 to the CDN $1.66 million Class J Certificates due
     February 2037,

   * (P) B2 to the CDN $1.11 million Class K Certificates due
     February 2037,

   * (P) B3 to the CDN $1.66 million Class L Certificates due
     February 2037,

   * (P) Aaa to the CDN $350.3 million Class XP-1 Certificates due
     February 2037,

   * (P) Aaa to the CDN $77.6 million Class XP-2 Certificates due
     February 2037,

   * (P) Aaa to the CDN $339.95 million Class XC-1 Certificates
     due February 2037, and

   * (P) Aaa to the CDN $104.1 million Class XC-2 Certificates due
     November 12, 2035.

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include:

   (1) its high percentage of less risky asset classes
       (multifamily, industrial, anchored retail),

   (2) recourse on 34.6% of the pool,

   (3) the overall low leverage and the creditor friendly legal
       environment in Canada.

Moody's concerns include the percentage of the pool made up of
more risky asset classes (office, mixed use, unanchored retail)
and the existence of subordinated debt on 26.4% of the pool.   
Moody's beginning loan-to-value ratio was 83.1% on a weighted
average basis.

Moody's issues PROSPECTIVE RATINGS in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinions regarding the transaction only.  Upon a conclusive review
of the final version of all the documents and legal opinions,
Moody's will endeavor to assign a definitive rating to the Notes.
A definitive rating may differ from a prospective rating.


MIRANT CORP: Enron & Edison Mega-Claims Hearing Moved to S.D.N.Y.
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 17, 2004,
Mirant Corporation and its debtor-affiliates objected to these
claims filed by Enron Corp. and Enron Asset Holdings:

   (a) Enron Corp. filed Claim No. 6862 against Mirant Corp. for
       at least $136,000,000;

   (b) Enron Asset Holdings filed Claim No. 6863 against Puerto
       Rico Investments, Ltd. for at least $136,000,000;

   (c) Enron Corp. filed Claim No. 6864 against Puerto Rico
       Investments for at least $136,000,000;

   (d) Enron Corp. filed Claim No. 6865 against Mirant
       EcoElectrica Investments I, Ltd. for at least
       $136,000,000;

   (e) Enron Asset Holdings filed Claim No. 6866 against Mirant
       Corp. for at least $136,000,000; and

   (f) Enron Asset Holdings filed Claim No. 6867 against Mirant
       EcoElectrica Investments I for at least $136,000,000.

The Debtors also objected to these claims filed by Edison Mission
Energy and EME del Caribe:

   (a) EME del Caribe filed Claim No. 4608 against Mirant
       EcoElectrica Investments I for $93,584,063;

   (b) EME del Caribe filed Claim No. 4609 against Puerto Rico
       Power Investments for $93,584,063;

   (c) Edison Mission Energy filed Claim No. 4610 against Mirant
       EcoElectrica Investments I for $93,584,063;

   (d) EME del Caribe filed Claim No. 4611 against Mirant Corp.
       for $92,797,388;

   (e) Edison Mission Energy filed Claim No. 4612 against Mirant
       Corp. for $92,797,388; and

   (f) Edison Mission Energy filed Claim No. 4613 against Puerto
       Rico Power Investments for $93,584,063.

Claim Nos. 4608, 4609, 4610, and 4613, include:

   -- $80,000,000 in the Edison SPA;
   -- $13,041,096 of pre-judgment interest; and
   -- $542,967 for attorneys' fees and costs.

Claim Nos. 4611 and 4612, includes:

   -- $80,000,000 in the Edison SPA;
   -- $12,273,973 of pre-judgment interest; and
   -- $523,415 for attorneys' fees and costs.

               S.D.N.Y. to Hear Contested Matters

Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas transfers the contested matters relating to the claims
filed by Enron Corp., Edison Mission Energy, and EME del Caribe to
the United States Bankruptcy Court for the Southern District of
New York, to proceed before the Honorable Arthur J. Gonzales in
the jointly administered case of In re Enron Corp., Case No.
01-16034.

Judge Lynn rules that the Official Committee of Unsecured
Creditors of Mirant Corporation and its affiliated Debtors
retains the right under Section 1109(b) of the Bankruptcy Code to
appear and be heard on any issue related to, or arising out of,
the Debtors' objection to the Claims, as if the issue were being
heard before the Mirant Bankruptcy Court.

Edison Mission and EME consent to the transfer of venue of the
contested matter arising from the Debtors' objection to their
Claims -- Claim Nos. 4608 to 4613.

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


MORGAN STANLEY: Fitch Rates $10.6 Million Class F Certs. at BB
--------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital I Inc.'s commercial
mortgage pass-through certificates, Series 1998-XL2:

     -- $75.9 million class B to 'AA+' from 'AA';
     -- $42.4 million class C to 'AA' from 'A'.

These classes are affirmed by Fitch:

     -- $16.9 million class A-1 at 'AAA';
     -- $467.1 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $45.9 million class D at 'BBB';
     -- $21.2 million class E at 'BBB-';
     -- $10.6 million class F at 'BB'.

The upgrades reflect loan performance since issuance.  As of the
March 2005 distribution date, the transaction's principal balance
has decreased 3.7% to $680.2 million from $706.5 million at
issuance.

The certificates are collateralized by seven fixed-rate mortgage
loans consisting of three regional malls (40.1%), 30 shopping
centers and office properties (28.7%), a value-oriented regional
mall (22.2%), and an office building (9.1%).

As part of the review of the transaction, Fitch analyzed the
performance of each loan and its underlying collateral.  The
debt service coverage ratios -- DSCRs -- are calculated using
Fitch adjusted net cash flow -- NCF -- and debt service payments
based on the current balance and Fitch's stressed refinance
constant.  As of the most recent operating information, the
weighted average DSCR for the transaction was 1.64 times, compared
with 1.32x at issuance for comparable loans.

With the exception of the Crystal Park IV loan (9.1%), the
performance of all loans has improved since issuance.
The Crystal Park IV loan (9.1%) is secured by a
first-priority lien on a class A-suburban office building
located in the Crystal City submarket of Arlington, Virginia.  The
Fitch adjusted NCF declined 11.1% from issuance due to
decreased occupancy.  As of December 2004 the property was
88% occupied compared to 100% at issuance.  The largest
tenant, U.S. Airways, filed for bankruptcy protection for
the second time in the past two years and downsized space at
the building in 2003.  

Fitch will continue to closely monitor the leasing activity as
well as the U.S. Airways' tenancy.  Two loans, the Edens & Avant
Pools I (18.4%) & II (10.3%), are secured by anchored retail strip
centers in the northeast (14 centers) and southeast (16 centers),
respectively.  The Fitch adjusted NCFs for both loans have
improved since issuance.  Pool I's NCF increased 21% and Pool II's
NCF increased 7%.  Of some concern are three centers in the pool
that have Winn Dixie, which filed for bankruptcy in
February 2005, as an anchor tenant - Baldwin Square, 36.82%
of net rentable area -- NRA; Landon Station, 75.34% of NRA;
and Shields, 55.53% of NRA.  According to the master
servicer, only the Baldwin Square (5.4% of loan balance)
lease has been rejected.  Fitch will continue to closely
monitor the properties with Winn Dixie anchors.

The remaining loans in the pool, The Northtown Mall (11.5%),
the Mall of New Hampshire (14.5%), Westside Pavillion (14.1%), and
Grapevine Mills (22.2%) have all improved since issuance.


MWAM CBO: Moody's Slices Rating on $21.9M Class B Notes to Ba2
--------------------------------------------------------------
Moody's Investors Service completed its review of the ratings of
the U.S.$21,875,000 Class B Floating Rate Notes Due Jan. 30, 2031
issued by MWAM CBO 2001-1 Ltd. and has downgraded these notes from
Baa3 on watch for possible downgrade, to Ba2.

Moody's said the action reflects its determination that the
overall deterioration to the credit quality of the underlying pool
of assets has more than offset the approximately U.S.$20,000,000
structural amortization of the senior notes as reported in the
most recent monthly report.  Moreover, according to the
Jan. 27, 2005 surveillance report, the deal is failing its
Class C Overcollateralization Test and all Interest Coverage
Tests.  The Class C OC was 96.16%, while the required level is
101%.  The Class A, Class B, and Class C Interest Coverage Tests
were 112.86%, 108.29%, and 99.61% respectively.  The required IC
tests levels are 122.4%, 112%, and 101%, respectively.  In
addition, the Moody's Weighted Average Rating Factor was 1627.
The test level is 450.

Issuer:            MWAM CBO 2001-1, Ltd.

Class Description: U.S.$21,875,000 Class B Floating Rate Notes Due
                   January 30, 2031

Previous Rating:   Baa3, on Watch for Downgrade

New Rating:        Ba2


MYSTIC TANK: Files Chapter 11 Plan in New Jersey
------------------------------------------------
On June 1, 2004, Mystic Tank Lines Corp. filed for financial
reorganization under Chapter 11 of the United States Bankruptcy
Code.  The filing was principally a result of a number of
intransigent legal issues, most of which were related to an
insurance negligence that victimized Mystic and other large
transportation companies. Additionally, a number of financial
problems had negatively impacted operating results for several
years.

On March 11, 2005, Mystic Tank Lines filed a reorganization plan
to emerge from bankruptcy.  Mystic says it is highly confident
that this plan will result in a strong, stable, financially sound
organization. As the leading bulk transportation provider in its
area, Mystic Tank recognizes its position and the responsibility
associated with supporting the infrastructure of the heating oil,
motor fuel, aviation fuel, asphalt and cement materials industries
through expanding operational capabilities and systems conforming
to the principles and best practices of the many companies we
service. The Company has diligently worked to control costs and
maintain the operational excellence its customers deserve.

Lenny Baldari, President and CEO stated, "Our dedicated employees
have provided wage concessions and our loyal customers have
accepted the necessary increases associated with the services we
provide. We have shed unprofitable facilities and business,
reduced exposure levels through evaluation of potential
environmental safety risks, made significant general cost
reductions, improved fleet utilization and reduced maintenance
expense through elimination of aged equipment. The strides we have
made and the continuous improvement process we have implemented
will secure the future of our employees and afford us the
opportunity to continue to service our valued customers.
Throughout this reorganization, Mystic's dedicated commitment to
its customers has never changed."

The Plan that has been filed is a joint plan which has the support
of the Company's creditors.  It provides for a simplified capital
structure, a substantial cash infusion to provide liquidity and
restructured equipment obligations.  The plan is the product of
cooperation and negotiation of all stakeholders and creditors and
will allow the reinvigorated and reorganized Mystic to compete in
all segments of industry with a reduced and manageable debt and
compensation structure.  Mr. Baldari added, "All of the involved
parties could have ignored the need to address valued service and
our responsibility to the industry. Instead the constituent
parties recognized shared responsibilities and worked together to
ensure that both our organizational needs, and the needs of the
industry, continue.  Mystic thanks our customers, employees,
creditors and other involved parties for their cooperation and
support during this difficult period.  All of us at Mystic look
forward to being the premier bulk transporter of choice; a
position which Mystic has not relinquished even during these
trying times."

Headquartered in Matawan, New Jersey, Mystic Tank Lines Corp. --
http://www.mysticbulk.com/-- is one of the largest transporters  
of Gasoline, Jet Fuel, Oil Products, Cement and Asphalt in the
Northeastern United States.  The Company filed for chapter 11
protection (Bankr. D.N.J. Case No. 04-28333) on June 1, 2004.
Albert A. Ciardi, III, Esq., at Janssen Keenan & Ciardi, P.C.,
represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed both
estimated debts and assets of over $1 million.


NATIONAL CENTURY: DFS & DynaCorp Successors Won't Return Transfers
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 13, 2004, the
Unencumbered Assets Trust and the VI/XII Collateral Trust, as
successors to and transferees of National Century Financial
Enterprises, Inc., and its debtor-affiliates sought to recover and
avoid transfers totaling $2,119,889 made to DFS Secured Healthcare
Receivables Trust and DynaCorp Secured Healthcare Receivables
Trust.

                           Responses

(a) BNY Western

BNY Western Trust Company, as successor indenture trustee
pursuant to an indenture dated April 29, 1994, between DFS
Secured Healthcare Receivables Trust and Meridian Trust Company
of California, denies all allegations of preferential and
fraudulent transfers in the transactions between the Debtors and
DFS.

BNY Western discloses, though, that DFS received transfers
amounting to $2,119,889 from NCFE within the preference period.  
The amount was subsequently distributed in accordance with
applicable trust documents.  

BNY Western asserts these affirmative defenses:

   (1) The Unencumbered Assets Trust failed to state a claim upon  
       which relief can be granted;

   (2) All or some of the Trust's claims should be dismissed for
       lack of subject matter jurisdiction;

   (3) All or some of the Trust's claims should be dismissed for
       improper or inconvenient venue;

   (4) All or some of Trust's claims are barred by the principles
       of res judicata or collateral estoppel, release of the
       claims, or due to accord and satisfaction;

   (5) All or some of the Trust's claims are barred by the
       doctrines of laches, waiver, estoppel, or the equitable
       "clean hands" doctrine;

   (6) Pursuant to Section 547(c)(1) of the Bankruptcy Code, the  
       alleged preferential transfers were intended by parties to
       the Settlement Agreement to be a contemporaneous exchange
       for new value given to the Debtors and in fact were a
       substantially contemporaneous exchange;

   (7) Pursuant Section 547(c)(2), the alleged preferential
       transfers were in payment of a debt incurred by the
       Debtors in the ordinary course of business or financial
       affairs of the Debtors and DFS;

   (8) The Settlement Agreement constituted reasonably equivalent
       value in exchange for the alleged fraudulent transfers;
       and

   (9) BNY Western reserves the right to assert additional
       affirmative defenses as they may become known through
       discovery and further investigation.

(b) Fund America

Fund America, Inc., as successor-in-interest to DynaCorp
Financial Strategies, Inc., and DFS Secured Healthcare
Receivables Trust, asserts that it has a valid lien on and to the
proceeds of receivables purchased by NPF other than those held by
Sun Capital Healthcare, Inc., to the extent of the outstanding
judgment lien against Lincoln Hospital Medical Center, Inc.

Richard M. Grant, Esq., in Napa, California, tells the Court that
the NPF entities purchased all of the receivables from Lincoln
Hospital through October 2, 2002.  Therefore, NPF has no security
interest in the Lincoln Hospital receivables and the receivables
were purchased subject to the judgment liens of DFS Secured
Healthcare Receivables Trust.

Mr. Grant relates that NPF XII's third party claim filed on
February 21, 2002, was limited to four specific checks that were
levied upon by DFS and did not include other receivables.  In
addition, the Marin Superior Court never concluded that NPF XII's
ownership and security interest in Lincoln's accounts receivable
had any priority, in general, over the April 4, 2001 Marin Court
judgment, which favored DFS in its lawsuit against Lincoln
Hospital.

Mr. Grant adds that pursuant to the August 21, 2002 Settlement
Agreement, DFS was entitled to receive payments amounting to
$2,500,000 from Lincoln's sole shareholder, MediManager,
Inc., and NCFE.  Contrary to the Debtors' assertions, the
Settlement Agreement provides that:

   "In the event of any uncured default in performance by NCFE or
   MMI hereunder, such transfer and assignment shall be revoked
   and the Judgment will remain unsatisfied; provided, however,
   that DFS shall give Lincoln and CHSMG (and MMI as its alleged
   guarantor) a joint credit for any sums received hereunder."

Fund America also disputes the request for declaratory judgment
pertaining to the proceeds of the Lincoln accounts receivable
held by Sun Capital.  Mr. Grant argues that the Bankruptcy Court
has no jurisdiction over the issue on the Sun Segregated Account
because:

   -- the funds related to the Account are not the property of
      the estate;

   -- the Debtors have no rights or interests therein; and

   -- the property and proper parties are located in California.

Fund America asks the Court to:

   (a) rule that the Trusts take nothing by their action;

   (b) allow the DFS Claim;

   (c) to the extent that the Court has jurisdiction, declare
       that Fund America is the rightful owner of the funds in
       the Sun Segregated Account;  

   (d) award costs of the suit and reasonable attorney's fees.

                    Trust Seeks Default Judgment

The Unencumbered Assets Trust asks the Court to enter a default
judgment against DFS Secured Healthcare Receivables Trust and
DynaCorp Financial Strategies, Inc., on five of six causes of
action:

   (1) Avoidance of preferential transfers,

   (2) Fraudulent transfers,

   (3) Recovery of property,

   (4) Unjust enrichment, and

   (5) Equitable subordination.

J. Todd Kennard, Esq., at Jones Day, in Chicago, Illinois,
explains that the response filed by the putative defendant, Fund
America, Inc., does not answer five of the Counts.  Fund America
purported to answer claims as the successor-in-interest to DFS
only "as to the DFS claim in this bankruptcy and as to the 'Sun
Segregated Account'".  Fund America responded only to the
proposed declaratory judgment with respect to the Sun Segregated
Accounts and the Trust's request to reclassify and disallow DFS
Claim No. 313

Likewise, BNY Trust Company did not answer any claims pertaining
to the five causes of action.

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)


NEW JERSEY MOBILE DENTAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: New Jersey Mobile Dental Practice, P.A.
        2 Pleasant Avenue
        Clifton, New Jersey 07013

Bankruptcy Case No.: 05-17772

Type of Business: The Debtor is a professional association of
                  dentists.

Chapter 11 Petition Date: March 15, 2005

Court:  District of New Jersey (Newark)

Debtor's Counsel: Jonathan I. Rabinowitz, Esq.
                  Booker, Rabinowitz, Trenk, Lubetkin,
                  Tully, DiPasquale & Webster, P.C.
                  100 Executive Drive, Suite 100
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677

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

Estimated Debts:  $1 Million to $10 Million

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


NORTEM NV: Makes $3.75 Per Share Initial Liquidating Distribution
-----------------------------------------------------------------
Nortem N.V. in Liquidation (Nasdaq:MTCH), formerly "Metron
Technology N.V.," made the initial liquidating distribution to its
shareholders in the amount of $3.75 per share on Friday March 11,
2005, to the shareholders of record on March 4, 2005.  A final
liquidating distribution will be made after the Company has filed
its liquidation accounts and plan of distribution in The
Netherlands, and when all of Nortem's outstanding liabilities have
been paid.  The timing and amount of the final liquidating
distribution will be determined by Nortem's liquidators in
accordance with the plan of distribution.

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

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


NORTEL NETWORKS: Export Development Canada Issues New Waiver
------------------------------------------------------------
Nortel Networks Corporation's (NYSE:NT)(TSX:NT) principal
operating subsidiary, Nortel Networks Limited, has obtained a new
waiver from Export Development Canada of certain defaults and
related breaches by NNL under its performance-related support
facility with EDC.  NNL's prior waiver from EDC under the EDC
Support Facility, previously announced on Feb. 15, 2005, was set
to expire on March 15, 2005.

The new waiver from EDC will remain in effect until the earlier of
certain events including:

   -- the date on which the Company and NNL's respective Q3 2004
      Quarterly Reports on Form 10-Q and 2004 Annual Reports on
      Form 10-K have been filed with the United States Securities
      and Exchange Commission; or

   -- April 30, 2005.

If the Company and NNL fail to file the Third Quarter Reports and
the 2004 Annual Reports with the SEC by April 30, 2005, EDC will
have the right (absent a further waiver, the receipt or terms of
which cannot be assured), to terminate the EDC Support Facility,
exercise certain rights against collateral or require NNL to cash
collateralize all existing support.  In addition, the related
breaches will not be cured by the filing of the Reports.  
Accordingly, beginning on the earlier of the date upon which the
Company and NNL file the Reports with the SEC and April 30, 2005,
EDC will have the right to terminate or suspend the EDC Support
Facility notwithstanding the filing of the Reports.  While NNL
intends to seek a permanent waiver from EDC in connection with the
related breaches, the receipt or terms of any such waiver cannot
be assured.

The EDC Support Facility provides up to US$750 million in support,
all presently on an uncommitted basis.  The US$300 million
revolving small bond sub-facility of the EDC Support Facility will
not become committed support until all of the Reports are filed
with the SEC and NNL obtains a permanent waiver of the Related
Breaches.  As of March 14, 2005, there was approximately US$239
million of outstanding support utilized under the EDC Support
Facility, approximately US$170 million of which was outstanding
under the small bond sub-facility.

                        About the Company

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

                          *     *     *

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

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

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

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

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

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


NORTHWEST AIRLINES: Provides New Domestic Capacity Guidance
-----------------------------------------------------------
In January, Northwest Airlines (Nasdaq: NWAC) provided guidance
with respect to its 2005 domestic capacity.  The airline indicated
that it was forecasting 2005 domestic available seat miles -- ASMs
-- to be two to three percent higher than 2004 domestic ASMs.

On Feb. 17, at the JPMorgan 2005 Airline Conference, Northwest
stated that it was studying a reduction in 2005 domestic capacity
as a result of high fuel costs, fare restructuring initiatives by
competitors and general overcapacity in the domestic marketplace.

Today, Northwest is forecasting that its 2005 domestic ASMs will
be flat compared to its 2004 domestic ASMs.

                        About the Company

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam,
and approximately 1,500 daily departures. Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

At Dec. 31, 2004, Northwest Airlines' balance sheet showed a
$3.09 billion stockholders' deficit, compared to a $2.01 billion
deficit at Dec. 31, 2003.


OMEGA HEALTHCARE: Sets Annual Stockholders' Meeting for May 26
--------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) will hold its 2005
Annual Meeting of Stockholders on Thursday, May 26, 2005, at 10:00
a.m., EDT, at the Holiday Inn Select, Baltimore-North, 2004
Greenspring Drive, Timonium, Maryland.  Stockholders of record as
of the close of business on April 22, 2005, will be entitled to
receive notice of and to participate at the 2005 Annual Meeting of
Stockholders.

As reported in the Troubled Company Reporter on Feb. 2, 2005, the
Company reported net income available to common stockholders of
$8.9 million on operating revenues of $24.2 million, including the
gain from discontinued operations of $3.8 million for the three
months ended December 31, 2004. This compares to net income
available to common stockholders of $155 thousand and operating
revenues of $21.7 million for the same period in 2003.

                        About the Company

Omega is a real estate investment trust investing in and providing
financing to the long-term care industry. At December 31, 2004,
the Company owned or held mortgages on 221 skilled nursing and
assisted living facilities with approximately 23,105 beds located
in 29 states and operated by 42 third-party healthcare operating
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Fitch Ratings published a credit analysis report on Omega
Healthcare Investors, Inc., providing insight into Fitch's
rationale for its ratings of:

   -- $300 million of outstanding senior unsecured notes 'BB';
   -- $168 million of preferred stock 'B'.

The Rating Outlook is Stable.


OMEGA HEALTHCARE: Declares Quarterly Preferred Stock Dividends
--------------------------------------------------------------
Omega Healthcare Investors, Inc.'s (NYSE:OHI) Board of Directors
declared dividends for all classes of the Company's outstanding
preferred stock.  The Company's Board of Directors declared the
regular quarterly dividends for its 8.375% Series D Cumulative
Redeemable Preferred Stock to stockholders of record on May 2,
2005.  The stockholders of record of the Series D Preferred Stock
on May 2, 2005, will be paid dividends in the amount of $0.52344
per preferred share on May 16, 2005.  The liquidation preference
for the Company's Series D Preferred Stock is $25.00 per share.  
Regular quarterly preferred dividends for the Series D Preferred
Stock represent dividends for the period February 1, 2005 through
April 30, 2005.

The Company's Board of Directors will take action at its regularly
scheduled meeting to be held on April 19, 2005.

As reported in the Troubled Company Reporter on Feb. 2, 2005, the
Company reported net income available to common stockholders of
$8.9 million on operating revenues of $24.2 million, including the
gain from discontinued operations of $3.8 million for the three
months ended December 31, 2004. This compares to net income
available to common stockholders of $155 thousand and operating
revenues of $21.7 million for the same period in 2003.

                        About the Company

Omega is a real estate investment trust investing in and providing
financing to the long-term care industry. At December 31, 2004,
the Company owned or held mortgages on 221 skilled nursing and
assisted living facilities with approximately 23,105 beds located
in 29 states and operated by 42 third-party healthcare operating
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Fitch Ratings published a credit analysis report on Omega
Healthcare Investors, Inc., providing insight into Fitch's
rationale for its ratings of:

   -- $300 million of outstanding senior unsecured notes 'BB';
   -- $168 million of preferred stock 'B'.

The Rating Outlook is Stable.


OMEGA HEALTHCARE: Redeems Outstanding Series B Preferred Stock
--------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) disclosed the
redemption of all outstanding shares of its 8.625% Series B
Cumulative Preferred Stock (NYSE:OHI PrB), and declared dividends
for the Series B Preferred Stock to stockholders of record on
May 2, 2005.  

The stockholders of record of the Series B Preferred Stock on
May 2, 2005, will be paid dividends in the amount of $0.55104 per
preferred share.  The Series B Preferred Stock dividends include
regular quarterly dividends for the period February 1, 2005,
through April 30, 2005, plus two additional days of accrued
dividends through and including May 2, 2005.  The Company expects
the Series B Preferred Stock to be redeemed on May 2, 2005 for
$25.00 per share, plus $0.55104 per share in accrued and unpaid
dividends through the redemption date, for an aggregate redemption
price of $25.55104 per share.  On and after the redemption date,
dividends on the shares of Series B Preferred Stock will cease to
accrue, the Series B Preferred Stock will cease to be outstanding,
and holders of the Series B Preferred Stock will have only the
right to receive the redemption price.

The notice of redemption and related materials will be mailed to
the holders of the Series B Preferred Stock on or about April 1,
2005.  EquiServe Trust Company, located at 66 Brooks Drive,
Braintree, MA 02184, will act as the Company's redemption and
paying agent.  On or before the redemption date, the Company will
deposit with EquiServe the aggregate redemption price to be held
in trust for the benefit of the holders of the Series B Preferred
Stock.  Holders of the Series B Preferred Stock who hold shares
through the Depository Trust Company will have their shares of the
Series B Preferred Stock redeemed in accordance with the
Depository Trust Company's procedures.

Requests for copies of the materials or questions relating to the
notice of redemption and related materials should be directed to
EquiServe at 1-800-251-4215 or to Tom Peterson, Omega's Director
of Finance, at (410) 427-1740.

In connection with the redemption of the Series B Preferred Stock,
Omega's second quarter 2005 results will reflect a non-recurring
reduction in net income attributable to common shareholders of
approximately $2.0 million or approximately $0.04 per common
share. This reduction will be taken in accordance with the
Securities and Exchange Commission's Interpretation of FASB-EITF
Topic D-42, issued on July 31, 2003.  Under this interpretation,
all costs associated with the original issuance of the Series B
Preferred Stock will be recorded as a reduction of net income
attributable to common stockholders.

As reported in the Troubled Company Reporter on Feb. 2, 2005, the
Company reported net income available to common stockholders of
$8.9 million on operating revenues of $24.2 million, including the
gain from discontinued operations of $3.8 million for the three
months ended December 31, 2004. This compares to net income
available to common stockholders of $155 thousand and operating
revenues of $21.7 million for the same period in 2003.

                        About the Company

Omega is a real estate investment trust investing in and providing
financing to the long-term care industry. At December 31, 2004,
the Company owned or held mortgages on 221 skilled nursing and
assisted living facilities with approximately 23,105 beds located
in 29 states and operated by 42 third-party healthcare operating
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Fitch Ratings published a credit analysis report on Omega
Healthcare Investors, Inc., providing insight into Fitch's
rationale for its ratings of:

   -- $300 million of outstanding senior unsecured notes 'BB';
   -- $168 million of preferred stock 'B'.

The Rating Outlook is Stable.


OMNI ENERGY: Reduces $2.9M Long-Term Debt After Asset Disposition
-----------------------------------------------------------------
OMNI Energy Services Corp. (Nasdaq: OMNI) completed the
disposition of certain non-essential aviation equipment previously
included in its aviation fleet.  The disposition of these non-
essential assets will result in a $2.9 million reduction of the
Company's long-term debt.  The Company said it will take a
$500,000 charge in connection with the early termination of the
debt related to these disposed assets.

Commenting on the disposition of the non-essential assets, James
C. Eckert, OMNI's Chief Executive Officer, stated, "As we continue
the reorganization of our aviation unit, we are examining the
anticipated current and future needs of the individual units
within our aviation fleet.  In doing so, it has become apparent
that some of our aviation equipment does not meet the current,
short-term expectations of our aviation unit.  Accordingly, at
this time, we believe, as part of the on-going reorganization of
the aviation division, it is prudent for us to eliminate long-term
debt and reduce monthly operating expenses with the ultimate goal
of increasing profitability."

                        Events of Default

On Feb. 25, 2005, OMNI received notice of certain alleged events
of default under certain of its 6.5% Convertible Debentures, dated
Feb. 12, 2004, and April 15, 2004, issued to Portside Growth and
Opportunity Fund for $2,500,000 and $1,250,000, respectively.

As a result of these defaults, Portside demanded that OMNI redeem
all of the debentures held by it, in the aggregate principal
amount of $2,765,625, on March 2, 2005.  Portside also notified
OMNI of its intention to commence a civil action against OMNI to
obtain a judgment with respect to all amounts owed to it under the
debentures.

Headquartered in Carencro, L.A., OMNI Energy offers a broad range
of integrated services to geophysical companies engaged in the
acquisition of on- shore seismic data and through its aviation
division, transportations services to oil and gas companies
operating in the shallow, offshore waters of the Gulf of Mexico.  
The company provides its services through several business
divisions: Seismic Drilling, Aviation (including helicopter
support), Environmental, Permitting and Seismic Survey.  OMNI's
services play a significant role with geophysical companies who
have operations in marsh, swamp, shallow water and the U.S. Gulf
Coast also called transition zones and contiguous dry land areas
also called highland zones.


OWENS CORNING: Court Okays Foreland Settlement to End Dispute
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the settlement agreement between Owens Corning and its debtor-
affiliates and Foreland Refining Corporation pursuant to Rule
9019(a) of the Federal Rules of Bankruptcy Procedure.

Moreover, Judge Fitzgerald orders that the adversary proceeding
between the parties will be dismissed with prejudice.

In 1999, Owens Corning and Foreland Refining Corporation entered
into a Joint Asphalt Production and Marketing Agreement.  Under
the Agreement, Owens Corning purchased certain quantities of
asphalt produced by Foreland Refining.  Additionally, the parties
agreed that Foreland Refining would act as Owens Corning's
non-exclusive sales agent for the sale of the asphalt in certain
geographic areas, and that Owens Corning would market, promote,
and sell the asphalt in other areas.

On the bankruptcy petition date of Owens Corning and its
debtor-affiliates, the parties claimed ownership of certain
asphalt remaining in Foreland Refining's possession.

In 2001, the Debtors and Foreland Refining agreed to a consensual
rejection of the Agreement.  The Debtors scheduled a $394,107
general unsecured, non-priority, prepetition claim in favor of
Foreland Refining.

Subsequently, Foreland Refining filed Claim No. 3064 for
$20,365,882 against Owens Corning.  The Debtors filed an objection
to Claim No. 3064 together with a counterclaim in an adversary
proceeding.

In September 2004, the Court granted summary judgment in favor of
Owens Corning as to the "Production Short Fall" and "Violation of
Exclusive Territories Provisions" claims asserted by Foreland
Refining in Claim No. 3064.

Foreland Refining expressed its intention to pursue an appeal
regarding the Court's September 2004 Ruling.

To avoid the expense, delay, and risk associated with continued
litigation, the parties entered into a settlement agreement.  The
principal terms of the Settlement are:

   (a) Claim No. 3064 will be reduced to $300,000, and allowed as
       a general unsecured non-priority claim against Owens
       Corning and will supersede the Scheduled Claim in its
       entirety;

   (b) Owens Corning's Counterclaim will be deemed withdrawn with
       prejudice; and

   (c) Owens Corning will issue a $100,000 wire transfer to
       Foreland Refining, which will not be applied to the
       allowed Claim Amount.

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)


OZARK AIR: Bankruptcy Court Converts Case to Chapter 7
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Oklahoma
entered an order converting Ozark Air Lines, Inc., d/b/a Great
Plains Airlines' chapter 11 case to a chapter 7 proceeding under
the U.S. Bankruptcy Code, on March 11, 2005.  The carrier
requested the conversion of the case since it wasn't able to
locate any investors or financing to successfully reorganize and
emerge under a chapter 11 plan.

The U.S. Trustee appointed Patrick J. Malloy as the chapter 7
trustee to supervise the liquidation of the Debtor's assets.

As reported in the Troubled Company Reporter on Oct. 8, 2004,
Ozark acknowledged that in the event an acceptable offer was not
received for the sale of its 121 Operating Certificate issued by
the Federal Aviation Administration, the case would likely be
converted to chapter 7 proceeding so that a bankruptcy trustee
could complete the administration of this bankruptcy estate by:

   (a) liquidating the airplane parts and tools in the
       possession of Oklahoma Regional Jet Center, Inc.;

   (b) prosecuting whatever claim the estate has against ORJC
       related to the parts and tooling;

   (c) collecting any amounts due Ozark by others; and

   (d) prosecuting avoidance claims against third parties.

Headquartered in Tulsa, Oklahoma, Ozark Air Lines, Inc. --
http://www.gpair.com/-- owns an air carrier that served Colorado  
Springs, Albuquerque, Tulsa, Oklahoma City and Nashville. The
Company filed for chapter 11 protection on January 23, 2004
(Bankr. N.D. Okla. Case No. 04-10361). Sidney K. Swinson, Esq.,
Jeffrey D. Hassell, Esq., and John D. Dale, Esq., at Gable &
Gotwals represent the Debtor in its restructuring efforts. When
the Company filed for protection from its creditors, it listed
estimated debts and assets of more than $10 million.


OZARK AIR: Sec. 341 Meeting Slated for April 7
----------------------------------------------
Following the conversion of Ozark Air Lines, Inc., d/b/a Great
Plains Airlines' chapter 11 case to chapter 7 under the U.S.
Bankruptcy Code, the U.S. Trustee for Region 20 will convene a
meeting of the Debtor's creditors at 4:00 p.m., on April 7, 2005,
at Room B04, 224 South Boulder Avenue, Tulsa, Oklahoma, 74103.

This meeting of creditors is required under U.S.C. Sec. 341(a) in
all bankruptcy cases, and a second meeting is required after the
conversion of a chapter 11 proceeding to a chapter 7 liquidation.

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

Headquartered in Tulsa, Oklahoma, Ozark Air Lines, Inc. --
http://www.gpair.com/--owns an air carrier that served Colorado  
Springs, Albuquerque, Tulsa, Oklahoma City and Nashville. The
Company filed for chapter 11 protection on January 23, 2004
(Bankr. N.D. Okla. Case No. 04-10361). Sidney K. Swinson, Esq.,
Jeffrey D. Hassell, Esq., and John D. Dale, Esq., at Gable &
Gotwals represent the Debtor in its restructuring efforts. When
the Company filed for protection from its creditors, it listed
estimated debts and assets of more than $10 million.


PROGRESS RAIL: S&P Puts B- Rating on Planned $200 Mil. Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Progress Rail Services Holdings Corporation --
PRHC.  

At the same time, S&P assigned 'B-' rating to the proposed $200
million seven-year senior unsecured notes co-issued by two
subsidiaries of PRHC, PRSC Acquisition Corporation -- PRSC -- and
PMRC Acquisition Company -- PMRC -- collectively, Progress.  The
notes are guaranteed by PRHC.  The outlook is stable.

Progress' business is currently owned by Progress Energy Inc.
(BBB/Negative/A-3) a utility company, and is being acquired by One
Equity Partners, an equity investor, along with the management of
Progress.  Proceeds from the proposed issue of senior unsecured
notes will be deposited in an escrow account pending the
successful completion of the sale transaction.  

Once the acquisition is completed, PRSC and PMRC will be merged
into unrated Progress Rail Services Corporation and unrated
Progress Metal Reclamation Company, respectively, and will
continue to be guaranteed by their parent, PRHC and by 10 of their
11 domestic U.S. subsidiaries.

"We expect Progress to continue restructuring to improve cost
structure and use excess cash flow to pay down debt," said
Standard & Poor's credit analyst Paul Kurias.  "Upside potential
is limited by fixed cash demands relative to cash flow, while
downside potential is limited by expected stability in margins and
cash flows."

Progress is an independent provider of outsourced maintenance and
repair services, and components, to the North American railroad
industry, including Class 1, regional short-line railroads, public
transit authorities, private-car owners, railcar builders and
lessors.


PROTECTION ONE: Dec. 31 Balance Sheet Upside-Down by $177.6 Mil.
----------------------------------------------------------------
Protection One, Inc. (OTC Bulletin Board: PONN) reported unaudited
financial results for the fourth quarter and full year ended
December 31, 2004.  Also, the Company said that all of its
previously outstanding $29.9 million 13-5/8% senior subordinated
discount notes have been repurchased pursuant to its recent
repurchase offer.  The Company has reduced its total debt by
$194.0 million, since Dec. 31, 2003, as a result of the recently
completed $120.0 million debt-for-equity exchange with affiliates
of Quadrangle Group LLC, the Company's lender under its credit
facility and its majority owner, and the receipt of a
$73.0 million November 2004 tax sharing agreement settlement from
its former parent.

Richard Ginsburg, President and CEO, commented, "Protection One
has now completed its restructuring, resulting in a 35% reduction
of debt outstanding on December 31, 2003, a comparable reduction
to our interest expense and a greatly strengthened financial
foundation.  Coupled with our supportive ownership, we look
forward to executing our business plan and restarting the
company's revenue growth.  Undoubtedly, 2004 was a transition year
for the Company, with the change in majority ownership, settlement
of the tax sharing agreement with our former parent, and an
agreement to restructure the Company's balance sheet.  With those
events as a backdrop, we are particularly pleased we were able to
deliver a strong improvement in the operations of the business in
2004, particularly customer attrition."

                        Financial Results

The Company's unaudited financial results for fiscal 2004 include
a $285.9 million non-cash charge against income in the first
quarter of 2004 to establish a valuation allowance for non-
realizable deferred tax assets resulting from the sale of the
Company, which ended the Company's participation in a consolidated
tax group with its former parent company.  In addition, the
Company's unaudited share and per share amounts reflect the
previously reported one-share-for-fifty-shares reverse stock split
completed in February 2005.

                   Fourth Quarter 2004 Results

Revenues for the fourth quarter ended December 31, 2004 were $67.3
million, compared to $68.3 million for same period in 2003, a
decrease of 1.4%, primarily because of lower monitoring and
related revenues from the Company's customer base.

Total cost of revenues increased to $26.2 million in the fourth
quarter of 2004 from $25.5 million in 2003, an increase of 2.7%,
largely due to higher amortization of previously capitalized
customer creation costs.

Total operating expenses for the fourth quarter of 2004 increased
to $50.2 million from $45.5 million in the same period of 2003, a
10.5% increase, primarily due to employee retention and
professional advisory expenses associated with the restructuring
of the Company's balance sheet.

The net income for the quarter ended December 31, 2004 was $18.7
million, or $9.53 per share, compared to a net loss of $(8.4)
million, or $(4.30) per share, for the quarter ended December 31,
2003. Fourth quarter net income in 2004 includes a $39.0 million
tax benefit, or $19.83 per share, from the $73.0 million
settlement of the tax sharing agreement with our former parent
company, which resulted in a partial reversal of the valuation
allowance for deferred tax assets established in the first quarter
of 2004.

Protection One's annualized customer attrition rate during the
fourth quarter of 2004 was 7.6% compared to 9.1% during the
comparable period in 2003, reflecting lower attrition in the
Company's Protection One Monitoring reporting unit. The annualized
customer attrition rate for the Company's Network Multifamily
reporting unit during the fourth quarter of 2004 was 7.1% compared
to 6.5% in 2003.

Reflecting the one-share-for-fifty-shares reverse stock split, the
weighted average number of outstanding shares during the fourth
quarter of 2004 was 1,965,654, compared to 1,964,235 during the
same period in 2003.

                     Fiscal Year 2004 Results

Revenues for the year ended December 31, 2004 were $269.3 million,
compared to $277.1 million for 2003, a decrease of 2.8%, primarily
due to a decrease in the Company's customer base. This change in
revenue compares favorably to the 4.6% rate of decrease in
revenues from 2002 to 2003, with the improvement primarily due to
improving attrition in fiscal 2004.

Total cost of revenues decreased to $101.6 million in 2004 from
$102.2 million in 2003. This was primarily due to the cost of
providing monitoring and related services decreasing by 4.9%,
which was partially offset by a $3.3 million increase in
amortization of previously deferred customer acquisition costs.

Total operating expenses for 2004 increased to $207.7 million from
$189.5 million in 2003, a 9.6% increase. This was primarily due to
increased employee compensation and professional advisory expenses
associated with the sale of the Company in the first quarter of
2004 and the restructuring of the Company's balance sheet during
the remainder of the year exceeding other operating expense
reductions.

The net loss in 2004 was $(323.9) million, or $(164.78) per share,
compared to $(34.4) million, or $(17.53) per share, in 2003. As
noted above, these results reflect a $285.9 million non-cash
charge against income in the first quarter to establish a
valuation allowance for non-realizable deferred tax assets.

The Company's customer attrition rate during 2004 was 7.8%
compared to 9.0% during 2003, reflecting lower attrition in the
Company's Protection One Monitoring reporting unit. That unit
reported a customer attrition rate, excluding wholesale sites, of
12.9% for 2004 compared to 14.5% in 2003. The customer attrition
rate for the Company's Network Multifamily reporting unit during
2004 was 6.4% compared to 5.8% in 2003.

Reflecting the one-share-for-fifty-shares reverse stock split, the
weighted average number of outstanding shares during 2004 was
1,965,654, compared to 1,962,587 during 2003. As of December 31,
2004, there were 1,965,654 shares outstanding, and as of March 14,
2005, reflecting the issuance of 16 million shares (on a post-
reverse stock split basis) in connection with the $120 million
debt-for-equity exchange, there were 18,198,571 shares
outstanding.

                        Balance Sheet

The total debt outstanding as of December 31, 2004 was $505.8
million, compared to $547.4 million as of December 31, 2003,
representing a decrease of 7.6%. The Company had $201.0 million
outstanding under its credit facility with Quadrangle as of
December 31, 2004.

On February 8, 2005, as previously reported, the Company reduced
the aggregate principal amount outstanding under the Quadrangle
credit facility by $120.0 million in a debt-for-equity exchange.
In addition, the Company made a $3.0 million principal payment
under the Quadrangle credit facility, further reducing this
indebtedness to $78.0 million. Finally, all holders of the
Company's outstanding 135/8% Senior Subordinated Discount Notes,
with aggregate principal amount of $29.9 million, tendered their
holdings on March 11, 2005 in response to the Company's recent
change of control repurchase offer. As a result of these
transactions, the Company has reduced its total debt by
approximately $152.9 million compared to total debt outstanding of
$505.8 million on December 31, 2004.

The Company's cash and equivalents as of December 31, 2004 were
$52.5 million compared to $35.2 million at the end of 2003.

                        Adjusted EBITDA

For the 2004 fiscal year, the Company achieved adjusted earnings
before interest, taxes, depreciation and amortization ("Adjusted
EBITDA") of $87.8 million compared to $88.8 million in fiscal
2003. The decrease in Adjusted EBITDA reflects lower monitoring
and related revenues in fiscal 2004 compared to 2003, offset by a
reduction of costs of monitoring and related revenues and general
and administrative expenses.

                      Recurring Monthly Revenue

Recurring monthly revenue (RMR) as of December 31, 2004 was $19.9
million compared to $20.1 million as of December 31, 2003, a
decrease of 1.0%. This rate of decrease is an improvement over
results achieved in recent years and reflects the Company's
substantial success in reducing attrition, while at the same time
increasing its rate of new sales generation.

The Company believes the presentation of recurring monthly revenue
is useful to investors because the measure is used by investors
and lenders to value companies such as Protection One with
recurring revenue streams. Management monitors recurring monthly
revenue, among other things, to evaluate the Company's ongoing
performance.

                        About the Company

Protection One, one of the leading commercial and residential
security service providers in the United States, provides
monitoring and related security services to more than one million
residential and commercial customers in North America and is a
leading security provider to the multifamily housing market
through Network Multifamily.  For more information about
Protection One, visit http://www.ProtectionOne.com/

At Dec. 31, 2004, Protection One's balance sheet showed a
$177,609,000 stockholders' deficit, compared to $146,174,000 of
positive equity at Dec. 31, 2003.


PSYCHIATRIC SOLUTIONS: Moody's Reviews Ratings & May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Psychiatric
Solutions, Inc., under review for possible downgrade following the
recent announcement that it entered into a definitive stock
purchase agreement to acquire 20 inpatient psychiatric facilities
from Ardent Health Services (senior implied rating, B1) in a
transaction valued at $560 million.  While the company has
received a temporary commitment from its bank to finance the cash
portion of the acquisition price, Moody's understands that a
permanent financing plan has not been completed.

These ratings were placed under review for possible downgrade:

   * Senior Subordinated Notes, due 2013, rated B3
   * Senior Implied Rating, B1
   * Senior Unsecured Issuer Rating, B2

Moody's rating review will primarily focus on the company's
expected financial flexibility following the acquisition.  The two
most important factors in that analysis are expected to be the
increase in leverage to finance the transaction and the risk of
integrating an acquisition that increases the size of the company
by over 60%.

Moody's said that Psychiatric's ratings also reflect its high
dependence on government reimbursement and the uncertainties
associated with the ultimate impact of the prospective payment
system on inpatient behavioral healthcare facilities.

Factors mitigating these concerns include the company's ability to
generate solid, same-store revenue growth for its inpatient
facilities, its successful track record of integrating prior
acquisitions, and its leading market share in a growing but
fragmented market.  Moody's also noted that Ardent's inpatient
facilities' margins and payer mix are comparable to Psychiatric
facilities and are more favorable than other facilities that
Psychiatric has acquired.  Further, it is anticipated that margin
expansion will result in lower leverage and higher free cash flow
coverage of total debt.

Psychiatric Solutions will pay Ardent Health Services $500 million
in cash and $60 million in PSI common stock.  Psychiatric has
received a commitment from a bank for bridge financing of the cash
portion of the acquisition price.  The transaction is anticipated
to close in the 2Q 2005.

For the twelve months ended December 31, 2004, the 20 facilities
generated revenue of approximately $300 million and EBITDA of
approximately $50 million, resulting in a purchase price of almost
two times trailing revenue and over 11 times trailing EBITDA.  
Pro-forma for the acquisition and the retirement of $50 million in
10 5/8% Senior Subordinated notes, adjusted free cash flow as a
percentage of adjusted debt falls from 13% to a range of 6% to 8%;
the debt to capitalization ratio will increase from 38% to over
70%.  In addition, the ratio of Debt to trailing 12 month EBITDA
will increase from 2.2 times to over 5.7 times.

Psychiatric Solutions, Inc., headquartered in Franklin, Tennessee,
provides a continuum of behavioral health programs to critically
ill children, adolescents and adults through its operation of
34 owned or leased freestanding psychiatric inpatient facilities.
Psychiatric also manages free standing psychiatric inpatient
facilities for government agencies and psychiatric inpatient units
within medical/surgical hospitals owned by others.


QUEEN'S SEAPORT: Queen Mary Operator Files for Bankruptcy
---------------------------------------------------------
Queen's Seaport Development, Inc., which operates the Queen Mary
ocean liner, filed for chapter 11 protection this week.  The
filing stalls the City of Long Beach's attempts to terminate a
66-year lease agreement.  The City says the Debtor owes $3.4
million in delinquent rent payments; the Debtor disputes the
claim, saying that the City hasn't given it credit for a boatload
of renovation expenses.  

Jason Gewirtz, writing for the Long Beach Press-Telegram, reports
that QSDI's lease gives it control of the Queen Mary and 55
surrounding acres, and QSDI company pays rent equal to $25,000 per
month plus up to 5% of its annual gross revenue.  Mr. Gewirtz
relates that QSDI, which has 550 employees, has struggled in
recent years to keep its business financially viable.  QSDI and
its nonprofit arm that subleases the ship's day-to-day operation
lost $646,000 in 2003, according to their most recent annual
audited statements.  In 2002, the entities reported $3.2 million
in losses.


QUEEN'S SEAPORT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Queen's Seaport Development, Inc.
        1126 Queens Highway
        Long Beach, CA 90802

Bankruptcy Case No.: 05-15175

Type of Business: The Debtor operates the Queen Mary
                  ocean liner, various attractions,
                  a hotel, and restaurants.  See
                  http://www.queenmary.com/

Chapter 11 Petition Date: March 15, 2005

Court: Central District of California (Los Angeles)

Judge: Zurzolo

Debtor's Counsel: Joseph A. Eisenberg, Esq.  
                  Jeffer Mangles Butler & Marmaro LLP  
                  1900 Avenue of the Stars, 7th Floor
                  Los Angeles, CA 90067
                  Telephone (310) 203-8080

Estimated Assets: Greater than $20 million

Estimated Debts:  Greater than $20 million

A list of the Debtor's 20 Largest Unsecured Creditors was not
available at press time.


QWEST COMMS: Plans to Raise $8-Billion Offer for MCI, Report Says
-----------------------------------------------------------------
Qwest Communications International, Inc., is reportedly planning
to increase its nearly $8 billion bid to acquire MCI, Inc., this
week, according to The Wall Street Journal.

Qwest's present cash-and-stock offer for MCI amounts to $24.60 per
share.  "It is expected that the cash portion will be increased,"
Almar Latour and Jesse Drucker, Journal Staff Reporters, wrote.

As previously reported, MCI entered into an agreement and plan of
merger with Verizon Communications, Inc., in February.  Verizon
agree to buy MCI for $20.75 a share, or $6.75 billion.  MCI
shareholders criticized Verizon's bid because they believe it is
too low.

About Qwest

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

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

                          *     *     *

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

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

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

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


RUTTER INC: Needs Covenant Waivers for Certain Debentures
---------------------------------------------------------
Rutter Inc. is providing this bi-weekly update in accordance with
CSA Staff Notice 57-301 "Default Status Reports" and will do so
regularly until such time as the filing of its financial
statements and related reports are up to date.

                     Background Information

Certain Management and Insiders of Rutter Inc. remain subject to
the Management Cease Trade Order, which was requested by the
Company and granted on Jan. 19, 2005, by the securities regulators
in Newfoundland and Labrador, Quebec, and Alberta.

The reasons for the delay were primarily tied to unanticipated
delays in the final approval of significant change orders over and
above the original value of a $7.8 million project completed by
our subsidiary, SEA Systems Limited.  It also indicated that these
final approvals would enable the Company to establish the final
contract value and the timing of recognition of the related
revenue.

In a press release issued Feb. 28, 2005, Chairman and CEO, Donald
I. Clarke noted, among other things, that the audit of Rutter's
financial statements for the year ended August 31, 2004, is
substantially complete but the auditors were still reviewing
documentation related primarily to SEA.  Accordingly, Rutter said
it would not meet its most recently stated target date of March 5,
2005.  The revised date for release was to occur on or before
Monday, March 14, 2005, with first quarter financial statements to
be released on or before Friday, March 18, 2005, which is within
the sixty-day window contemplated in the granting of Rutter's
management cease trade order.

                             Update
  
The Company has now concluded it will not be in a position to
release its Annual Financial Statements or its First Quarter
Financial Statements by Friday, March 18, 2005, as a result of
outstanding waivers that are still required from certain of the
Company's lenders.

                        Events of Default

In connection with the release of audited financial statements,
the Company must obtain waivers in respect of certain defaults
under debentures issued by the Company to BMO Capital Corporation
and Business Development Bank of Canada.  The defaults under the
Debentures relate to certain financial ratios the Company must
maintain relative to working capital and the relationship between
debt and EBITDA (earnings before interest, taxes, depreciation and
amortization).  The waivers have been requested and the Secured
Creditors have advised that they will be appointing a consultant
to assist them in assessing whether they will be granting the
waivers.  Accordingly, the release of the Company's Annual and
First Quarter Interim Financial Statements and the Annual
Information Form will be further delayed until such time as the
waivers are obtained.

                        About Rutter Inc.
  
Represented worldwide, Rutter Inc. -- http://www.rutter.ca/-- is  
a global enterprise focused on the business of providing
innovative 21st century technologies and engineering solutions
that improve the efficiency and safety of marine, transportation
and other industrial operations.  Key divisions are involved in
product development and marketing, technology manufacturing and
multidisciplinary engineering services.


SCHIRMER'S LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Schirmer's LLC
        2916 Annandale Road
        Falls Church, Virginia 22042

Bankruptcy Case No.: 05-10874

Type of Business: The Debtor is a commercial pool, outdoor
                  furniture and playground equipment dealer.
                  See http://www.schirmerllc.com/

Chapter 11 Petition Date: March 14, 2005

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Donald F. King, Esq.
                  Odin, Feldman & Pittleman   
                  9302 Lee Highway, Suite 1100
                  Fairfax, VA 22031
                  Tel: 703-218-2100
                  Fax: 703-218-2160

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Phillip Pollet                             $420,000
R1 Box 10
Seagrove, NC 27341

Doug Pollet                                $400,791
5833 Bever Hill Lane
Oak Ridge, NC 27310

Sundance Spas                              $377,284
14801 Quarum Drive
Dallas, TX 75254

Brown Jordan Company                       $266,363
1801 N. Andrews Ave.
Pompano Beach, FL 33069

Commonwealth of Virginia                   $228,930

Doug Cashmere                              $224,506

Washington Post                            $224,458

Potomac Bank of Virginia                   $200,000

Tropitone Furniture                        $172,131

Pollet Enterprises Inc.                    $152,057

Internal Revenue Service                   $127,796

Lane Acceptance Group                      $110,870

Nationwide Insurance                       $104,912

Verizon (Directories)                       $82,374

Carefirst Bluecross Blueshield              $74,365

Best & Langston, Inc.                       $73,862

Comptroller of Maryland                     $72,753

Woodard, Inc.                               $64,971

Childlife Inc.                              $64,690

Winston Furniture                           $63,808


SEALY MATTRESS: Strong Performance Prompts Moody's to Lift Ratings
------------------------------------------------------------------
Moody's Investors Service upgraded Sealy Mattress Company's senior
implied and senior secured ratings to B1 from B2.  At the same
time, Moody's upgraded Sealy's unsecured term loan and unsecured
issuer ratings to B2 from B3.  Moody's also upgraded the senior
subordinated notes rating to B3 from Caa1.  Sealy Mattress Company
is the major operating company of Sealy Corporation, the parent
holding company.  The ratings outlook was changed from positive to
stable.

The ratings upgrade reflect Sealy's strong operating performance,
successful major new product launches in both its Sealy
Posturepedic and Stearns & Foster lines and the current industry
forecast of continued strong demand growth offset by high, albeit
improving, leverage.  The rating upgrades also reflect Sealy's
dominant market share.

The company's ratings are further supported by management's focus
on repositioning the business to focus on new product development,
greater operating efficiencies and working capital discipline.   
Ratings are also enhanced by Sealy's strong brand recognition and
leading market share, and by the attractive long-term growth
prospects of the mattress industry.  Sealy is the leader in the US
and Canadian markets and is the dominant player in the
high-growth, high-profit luxury product market segment with its
Stearns & Foster brand.  Although mattress sales are deferrable in
uncertain economic times, more stable replacement bedding accounts
for nearly 80% of sales according to industry sources.  Additional
rating support results from Sealy's national presence, and partial
vertical integration, which reduces the risk of potential business
disruption while allowing the company to rapidly fulfill customer
orders.

Although Sealy's leverage has decreased since the leverage buyout
by KKR in April 2004, which Moody's expects will continue in 2005,
its ratings are still restrained by its relatively high leverage
of 5.0x (debt/adjusted EBITDA); 5.3x if the $75 million PIK for
life Note issued by Sealy Corporation is included.  The company's
high leverage could limit its ability to respond to negative
business developments such as economic or competitive threats,
costs related to the continuing shift of its products to a
one-sided mattress and other investments that may be required to
optimize the company's manufacturing and distribution operations.   
Sealy's high debt levels could also constrain its ability to
thrive in new product categories such as the foam mattress or
distribution channels that may offer higher growth and profit
opportunities.

The stable outlook reflects Moody's expectation that the
industries strong growth dynamics will continue and that Sealy
will continue to delever based on its strong operating and
competitive position and sufficient cash flow generation.  The
stable outlook also reflects Moody's expectation that Sealy will
not increase its debt burden in the next year or two.  Moody's
expects management to sustain its strategic direction, which is
centered on premium pricing (price points of $1,000 or higher),
new products and distribution channels, cost and asset efficiency
measures, and debt reduction.

The high leverage and asset security of the senior secured credit
facility leaves the company with limited financial flexibility to
absorb any unforeseen events.  The lack of financial flexibility
is mitigated by the company's strong and consistent cash flow
generation, industry leading brand names, dominant market share
and favorable industry and demographic trends.  Notwithstanding
the reduced financial flexibility, based on Sealy's historical and
projected cash flow generating abilities coupled with the
projected availability under the revolver and the ability to
borrow an additional $100 million from the banks, Moody's believes
Sealy possess good liquidity over the next twelve months to meet
its operating needs.

An upgrade in ratings would require sustained operating momentum,
well-received new product launches and smooth operational
transitions, and a reduction of leverage (debt/EBITDA) below 4.0x.
Delevering could result from continued gains in operating
performance and cash flow and/or a delevering event, such as an
IPO. Downward rating pressure could arise from a decrease in
operating cash flow and margin erosion due to longer term
competitive or operating issues or changing strategic priorities,
leading to higher than expected revolver draw downs and higher
than expected leverage.  Key credit metrics driving potential
downward rating pressure would be failing to maintain double digit
EBIT margins and a failure to keep leverage below 5.0x in 2005.
Negative ratings actions could also be considered through a
sustained reversal in recent market share gains.

These ratings were affected by this action:

   * Senior implied rating, upgraded from B2 to B1;

   * $125 million senior secured revolving credit facility due
     2010, upgraded from B2 to B1;

   * $560 million senior secured term loan B due 2012, upgraded
     from B2 to B1;

   * $100 million senior unsecured term loan due 2013, upgraded
     from B3 to B2;

   * $390 million senior subordinated notes due 2014, upgraded
     from Caa1 to B3;

   * Senior unsecured issuer rating, upgraded from B3 to B2.

Sealy Mattress Company, a wholly owned subsidiary of Sealy
Corporation, is headquartered in Trinity, North Carolina.  The
company is the world's largest bedding manufacturer, which sells
mattresses and box springs under the Sealy, Sealy Posturepedic,
Stearns & Foster and Bassett brand names.  Net sales for the year
ended November 2004 totaled $1.3 billion.


SHOWTIME ENT: Sparks Exhibits Completes Asset Acquisition
---------------------------------------------------------
Marlton Technologies, Inc.'s (AMEX:MTY) Sparks Exhibits &
Environments Corp. subsidiary completed the acquisition of
substantially all of the assets of Showtime Enterprises, Inc.  
Showtime designs, markets and produces trade show exhibits, point-
of-purchase displays, museums and premium incentive plans, with
primary production facilities in Paulsboro, N.J., and Las Vegas,
Nevada.  Showtime had sales of approximately $21 million in 2004,
and had filed for protection under Chapter 11 of the bankruptcy
laws in January 2005.

Scott Tarte, Vice Chairman of Marlton, said, "While technically an
acquisition, we view this transaction as the merger of two strong
contenders in our industry.  Our combined people, customers,
resources and facilities will allow us to compete at a new level,
both in customer service and marketing innovation.  We will be
aggressively pursuing operational efficiencies and synergies in
the months ahead, as we integrate the best talent from both
companies."

"With tremendous capabilities and an experienced staff, we look
forward to building a unique organization to meet the needs of our
customers," noted Harold Jensen, a former principal of Showtime
and new Executive Vice President of Sparks.  "With an emphasis on
customer satisfaction and a diverse and growing suite of products
and services, our combined talents and experience promise to bring
great value to those we serve."

"Our collective vision is to continue delivering creative event
marketing strategies for our clients at tradeshows, private
events, road shows... any venue and opportunity that fosters
customer loyalty and builds new customers," states Jeff Harrow,
Chairman of Sparks.  "When two organizations pool their
intellectual and creative talent they have more to offer and our
clients and prospects will be the beneficiaries."

                          About Marlton
  
Marlton Technologies, Inc., through its Sparks Exhibits &
Environments and DMS Store Fixtures subsidiaries, is engaged in
the design, marketing and production of trade show, museum, theme
park and themed interior exhibits, store fixtures and point-of-
purchase displays.

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


SILGAN HOLDINGS: Moody's Revises Rating Outlook to Positive
-----------------------------------------------------------
Moody's Investors Service revised the outlook for the ratings of
Silgan Holdings to positive from stable acknowledging its
continued debt reduction primarily resulting from solid and
consistent cash flow generation and consolidation benefits.  The
positive ratings outlook reflects the expectation of further
improvements throughout the near term culminating with lower cash
flow leverage (free cash flow to debt adjusted to include pension
and postretirement medical liabilities sustainably over 15%).   
While recognizing that Silgan's liquidity benefits significantly
from the seasonally cash-rich fourth quarter, the positive
directional indicator for the ratings expresses a comprehensive
view of the company's fundamentals and expected financial profile
throughout the intermediate term.

Going forward, Moody's anticipates Silgan's liquidity should be
further enhanced by modest volume gains accompanied by some
incremental price increases consistent with the likely trend in
the industry as metal cost increases are being pushed through to
customers.  Orderly access to its $400 million committed revolver
is anticipated as headroom under financial covenants should remain
ample throughout the near term (next twelve months).  Furthermore,
the positive ratings outlook incorporates the realized benefits
from acquisitions, which have been instrumental support to its
relatively flat to low growth core can business.

Absent event risk, an upgrade in Silgan's ratings could result
from sustained improvements in each of its businesses and
sustained reduction in financial leverage with adjusted debt to
EBIT at or below 4 times (2.5 times EBITDA) and remaining in an
acceptable range appropriate for the ratings category.  Any
deviation from expectations, notably shortfalls in the level of
free cash flow to total debt, could put downward pressure on the
ratings outlook.  Specific areas of concern include any material
acquisitions, changes in domestic strategy, greater than expected
capital expenditures or reliance on the revolver and the
uncommitted $125 million accordian term loan, as well as reduction
in profitability metrics.

Silgan's ratings are:

   * Ba3 approximately $1 billion senior secured credit facility

   * B1 $200 million 6.75% senior subordinated notes, due 2013, no
     guarantee from the operating subsidiaries

   * Ba3 senior implied rating

   * B1 senior unsecured issuer rating (non-guaranteed exposure)

Headquartered in Stamford, Connecticut, Silgan Holdings, Inc., is
a leading North American manufacturer of metal and plastic
consumer goods packaging products used in numerous industries
including food, personal care, healthcare, pharmaceutical,
automotive, and agricultural and chemical products.  For the
twelve months ended December 31, 2004, consolidated net revenue
was approximately $2.4 billion.


SIRVA INC: Filing Form 10-K After Audit Panel's Internal Review
---------------------------------------------------------------
SIRVA, Inc. (NYSE: SIR), a global relocation services provider,
said the filing of the company's annual report on Form 10-K for
the year ended Dec. 31, 2004, will be delayed beyond the March 16
deadline.  This delay allows for the completion of its internal
review and a review initiated by the audit committee of the Board
of Directors, and allows the company additional time to prepare
restated financial statements for prior periods.  Also, the
company engaged Goldman Sachs to explore strategic alternatives
for its insurance business.

On Jan. 31, the company said its fourth-quarter results would be
impacted by approximately $21 to $25 million of unanticipated pre-
tax charges as a result of its internal review of accounting
practices and material balance sheet accounts.  This review was
undertaken in connection with implementing procedures to comply
with Section 404 of the Sarbanes-Oxley Act, the disappointing
performance of the company's Insurance and European businesses in
the third quarter of 2004, and as part of its year-end closing
process.  Based on the current status of this review, the company
now estimates the magnitude of unanticipated pre-tax charges to be
approximately $33 million.

The company cautions, however, that its internal review and the
review of the audit committee and thus its financial statements
have not been finalized.  Therefore, the company's independent
registered public accounting firm has not completed its audit of
the company's 2004 financial statements or the effects of the
company's restatements.  As a result, the numbers contained in
this release are based on current estimates and are subject to
change.

                          Restatements
   
Based on the company's work completed to date, the company
estimates that approximately $22 million of the pre-tax charges
mentioned above relate to accounting errors that will require a
restatement of previously released financial statements,
approximately $20 million of which relate to continuing
operations.

The errors identified to date were principally concentrated within
the company's Insurance and European businesses, accounting for
approximately $14 million and $3 million, respectively.  The
remaining errors of approximately $5 million relate primarily to
estimated corrections of the company's accounting for facility
leases and associated rent escalation clauses, of which
approximately $2 million relate to discontinued operations.

The company currently estimates that these restatements will have
the following effects on financial results from continuing
operations:

   -- Pre-tax income from continuing operations for the period
      2001 and prior will be reduced by approximately $1 million.

   -- Pre-tax income from continuing operations for 2002 will be
      reduced by approximately $4 million.

   -- Pre-tax income from continuing operations for 2003 will be
      reduced by approximately $5 million.

   -- Pre-tax income from continuing operations for the first nine
      months of 2004 will be reduced by approximately $10 million.

The remaining $11 million of pre-tax charges relate to current
events or changes in estimates that will be recorded in operating
results for the quarter ended December 31, 2004, and are
summarized as:

   -- $4 million related to the company's decision to increase the
      loss reserves in its insurance business.

   -- $3 million of fees associated with the expansion of the
      securitization facility for the company's relocation-related
      receivables.

   -- $2 million write-off of a European receivable related to a
      previous asset sale due to an obligor bankruptcy.

   -- $2 million for restructuring and other charges related to
      the company's European operations.

Based upon work completed to date, the company currently
estimates, on a continuing operations basis, an operating loss in
the fourth quarter 2004 of ($3) million, a net loss of ($8)
million and net loss per share of approximately ($0.11).  For the
full year 2004, the company currently estimates income from
operations of $81 million, net income of $37 million and earnings
per share of approximately $0.48. These estimated fourth quarter
and full-year 2004 results reflect the impact of the restatements.

The company again cautions that it has not completed work on its
2004 financial statements or the restatements; the audit committee
review is still ongoing, and the company's independent registered
public accounting firm has not completed its audit of the
restatements or the company's 2004 financial statements.  
Therefore, these results remain subject to change.

                          Sarbanes-Oxley
  
The company's management believes the accounting errors that gave
rise to the restatements were the result of material weaknesses in
internal control over financial reporting in its Insurance and
European operating units.  Specific weaknesses noted were:

   -- inadequate preparation and insufficient review and analysis
      of certain financial statement balances and related account
      reconciliations; and

   -- lack of sufficient personnel with appropriate qualifications
      and training in certain key accounting roles.

To address these issues, the audit committee of the Board of
Directors has approved a comprehensive remediation plan to
strengthen ongoing financial control processes, procedures and
personnel. In the interim, management has engaged external
consultants with extensive accounting qualifications to provide an
additional level of review of December 31, 2004 financial account
reconciliations and restatements, and has conducted additional on-
site reviews of all significant operating units.

The company is currently evaluating the remainder of its internal
control structure and financial reporting procedures so that it
can finalize all aspects of the reporting requirements of Section
404 of the Sarbanes-Oxley Act. The Public Company Accounting
Oversight Board has stated that a restatement is a "strong
indicator" of a material weakness in internal control over
financial reporting. As a result, management will conclude in the
company's Form 10-K that internal control over financial reporting
was ineffective as of December 31, 2004.

          Audit Committee Review and SEC Informal Inquiry

The audit committee of the Board of Directors is conducting a
review of certain of the company's financial reporting practices
and related processes, and has engaged outside legal and financial
advisors to assist in its review.

Separately, the company is cooperating fully with an informal
inquiry from the Securities and Exchange Commission (SEC) related
to the company's recent earnings guidance announcement for the
fourth quarter and full year ended December 31, 2004.

The company currently expects to record approximately $35 - $40
million in expenses during 2005 with respect to the external
resources required to comply with the audit committee review and
SEC inquiry as well as the additional support and review steps
required to complete its 2004 close and restatements.

                        Financial Filings

The company anticipates filing its 10-K promptly after completion
of its internal review, audit committee review and audit, and will
comment further on its fourth quarter and full year 2004 earnings
at that time.  The company has notified the New York Stock
Exchange of the delay in filing its 10-K.

The company also noted that, under the terms of its credit
agreements, it is required to provide audited financial statements
to its lenders by April 7, 2005.  The company will seek a waiver
from its lenders allowing an extension of this requirement. The
company has no reason to believe that it will be unable to obtain
the extension.

                        About the Company

SIRVA, Inc. is a leader in providing relocation solutions to a
well-established and diverse customer base around the world. More
information about SIRVA can be found on the company's Web site at
http://www.sirva.com/

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2005,
Standard & Poor's Ratings Services revised its outlook on SIRVA,
Inc. (long-term corporate rating 'BB') to negative from stable.  
The outlook revision follows SIRVA's recent announcement that it
would not meet its previously announced earnings guidance for the
fourth quarter of 2004 due to unanticipated charges and
lower-than-expected operating margins in each of its business
segments.  The charges were related to its insurance and European
businesses, which reported disappointing results starting in the
third quarter of 2004.  The accounting issues arose during
management's review of Sarbanes-Oxley Act compliance procedures
and as part of the company's year-end closing process.

"The outlook change reflects the fourth-quarter extraordinary
charges and poor operating results over the past few quarters,"
said Standard & Poor's credit analyst Kenneth L. Farer.  Despite
steadily increasing revenues, credit metrics have not improved,
and debt leverage remains high for the rating.  However, the
company continues to have adequate liquidity and cash flow
measures remain appropriate for the current rating. Westmont,
Illinois-based SIRVA had $675 million of lease-adjusted debt at
Sept. 30, 2004.


SIRVA INC: S&P Puts BB Corp. Credit Rating on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on SIRVA
Inc., including the 'BB' corporate credit rating, on CreditWatch
with negative implications.  

The CreditWatch placement follows SIRVA's announcement:

   -- that charges related to its insurance and European
      businesses will be higher than previously anticipated;

   -- that its year-end financial statement will be delayed; and

   -- that it will incur significant expenses in 2005 to address
      financial control weaknesses.

"The CreditWatch placement reflects SIRVA's disclosure of
additional extraordinary charges, significant costs related to
improved financial control to be incurred in 2005, and recent
earnings pressure, which will likely delay anticipated
improvements in earnings and cash flow," said Standard & Poor's
credit analyst Kenneth L. Farer.  

The company has increased its estimate of extraordinary charges to
$33 million from its previously disclosed range of $21 million to
$25 million, and has stated that it will likely spend $35 million
to $40 million in 2005 to finalize its restatements, comply with
an audit committee review, and address an ongoing SEC inquiry.  

As a result of the charges, the company currently estimates a net
loss of $8 million in the fourth quarter of 2004 and net income of
$37 million for fiscal 2004, a decline from previous guidance.

Standard & Poor's will monitor developments and meet with
management to discuss the implications of these events.  Ratings
could be lowered if:

   -- the internal audit or SEC inquiry results in additional
      material adjustments,

   -- financial reporting is substantially delayed,

   -- disclosure of further internal control weaknesses, or

   -- financial covenants are violated.  

Westmont, Illinois-based SIRVA had $675 million of lease-adjusted
debt at Sept. 30, 2004.

Ratings on SIRVA (formerly Allied Worldwide Inc.) and SIRVA
Worldwide Inc., whose primary operating subsidiary is North
American Van Lines Inc. -- NAVL, reflect a significant debt burden
from various acquisitions, participation in the low-margin
relocation business, and an active, ongoing acquisition program.
Positive credit factors include the strong market presence of the
company's northAmerican, Allied, and Pickfords brands.

In November 2004, SIRVA announced a 5% decrease in net revenues
for the third quarter in its non-North American relocation
segments.  The decline was due to deteriorating market
fundamentals in Europe, where SIRVA has concentrated a large
portion of its acquisition efforts in the past few years.
The company appointed a new president of its European operations
and curtailed capacity, but margins have continued to decline.  
The magnitude of the earnings pressure has not been disclosed,
although additional details are expected when the company files
its fourth-quarter financial statements.


SMART HOME: Moody's Places Ba1 Rating on $8.79M Class B-1 Notes
---------------------------------------------------------------
Moody's Investors Service has assigned the ratings from Ba1 to Aa2
to securities issued by SMART HOME Reinsurance 2004-1 Limited and
SMART HOME Credit 2004-1 Limited.

According to Carlos Maymi, a Moody's vice president, Smart Home is
a synthetic securitization of mortgage insurance risk.  "This
transaction brings to market a new structure for mortgage
insurance.  Still, its credit risk is derived from that of loans
the market knows well." stated Mr. Maymi.  "The expected
performance of the insured loans, estimated in a range of economic
environments, and adjusted for the loss absorption rates of
mortgage insurance, together with our analysis of the
transaction's credit enhancement, led to Moody's ratings," Maymi
explained.

The reference portfolio for this synthetic securitization relates
to mortgage insurance coverage provided by Radian Guaranty, Inc.,
on a pool of approximately $820 million of subprime mortgages.  
The underlying mortgage pool was originated by Long Beach Mortgage
Company and is serviced by Washington Mutual Bank, FA.  This
portfolio is static as in most home equity securitizations.

Through a reinsurance agreement with the securities issuers,
Radian pays a fee for the assumption of a portion of the mortgage
insurance risk.  Investors in the securities have an interest in
the holdings of the issuer, which include highly rated
investments, a forward delivery agreement and fee collections on
the reinsurance agreement.  Investors are exposed to risk from the
mortgage insurance but do not benefit from cash flows from these
assets. Credit enhancement for the securities is provided from
subordination.

The complete rating actions are:

Co-Issuer: SMART HOME Reinsurance 2004-1 Limited

Co-Issuer: SMART HOME Credit 2004-1 Limited

Issue: Synthetic Mortgage Notes

   * $36,329,000, Variable Rate Class M-1 Notes, rated Aa2
   * $21,517,000, Variable Rate Class M-2 Notes, rated A2
   * $15,017,000, Variable Rate Class M-3 Notes, rated Baa1
   * $4,438,000, Variable Rate Class M-4 Notes, rated Baa2
   * $8,787,000, Variable Rate Class B-1 Notes, rated Ba1

The insured mortgage loans underlying the transaction will be
serviced by Washington Mutual Bank, FA.


SOLUTIA INC: Court OKs $26M Funding Via Astaris Consent Agreement
-----------------------------------------------------------------
In early 2005, Astaris LLC attempted to refinance its obligations
under its existing credit facility with the proceeds of loans to
be made under a new three-year revolving credit agreement with
certain lenders and Citicorp.  Astaris entered into the Astaris
Credit Agreement on February 8, 2005.  The refinancing will
increase Solutia, Inc.'s liquidity by about $26 million.  Solutia
will be required to consent to certain restrictions in the
Astaris Credit Agreement pursuant to a Consent Agreement.

Astaris informed the Debtors that, in addition to the
restrictions in the Astaris Credit Agreement, Citicorp also
requires a pledge of the membership interests of Astaris
Production LLC as a condition to consummating the refinancing.

Solutia and FMC Corporation are the sole members of Astaris
Production, pursuant to a Limited Liability Company Agreement,
dated April 1, 2000.  Solutia and FMC each own 1% of Astaris
Production while Astaris owns the remaining 98% of Astaris
Production.  However, the LLC Agreement does not permit the
pledge of Astaris Production's membership interests.  To pledge
the membership interests of Astaris Production, Solutia, FMC and
Astaris must amend the LLC Agreement.

Accordingly, to consummate the refinancing, Solutia, FMC and
Astaris agreed to amend the LLC Agreement to permit the pledge of
Astaris Production's membership interests.

Solutia sought and obtained the authority of the U.S. Bankruptcy
Court for the Southern District of New York to enter into the
Amendment to the LLC Agreement.

Judge Beatty also authorized Solutia (i) to enter into the
Consent Agreement and (ii) to terminate the Deferral Agreement
upon repayment of the Deferrals.

Pursuant to Sections 362 and 553 of the Bankruptcy Code, Astaris
is permitted to set off its rights with respect to the accrued
Interest Reimbursement Obligations against the Deferrals.

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


SOLUTIA INC: Allows Gollatz Griffin to File Group Claim
-------------------------------------------------------
Solutia, Inc., and 14 entities constituting the Hillview-Porter
PRP Group as the holders of potential claims against Solutia for
environmental cleanup and related activities in the state of
California entered into a stipulation, which the Court approved.

The Group is comprised of:

    -- Coherent, Inc.
    -- General Semiconductor, Inc.
    -- Gould Electronics, Inc.
    -- HM Holdings, Inc.
    -- Hewlett-Packard Company
    -- Kaiser Aerospace & Electronics Corporation
    -- Lockheed Martin Corporation, Missiles and Space
    -- Lockheed Martin Librascope Corporation
    -- SmithKline Beecham Corporation
    -- Syntex (U.S.A.) Inc.
    -- Teledyne-Electronics Technologies
    -- The Board of Trustees of the Leland Stanford Jr. University
    -- Watkins-Johnson Company
    -- Xerox Corporation

The Claimants assert claims for contribution and indemnity for
ongoing environmental cleanup and related activities related to
the Hillview-Porter Regional Site, a California state Superfund
site located in Palo Alto, California.

The parties agreed that counsel for the Claimants, Gollatz,
Griffin & Ewing, P.C., may file a group proof of claim on behalf
of the Claimants against Solutia in lieu of the Claimants filing
numerous individual proof of claim forms.

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)


SOVEREIGN SPECIALTY: S&P Raises Corp. Credit Rating to A- from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sovereign Specialty Chemicals Inc. to 'A-' from 'B+',
and removed the rating from CreditWatch.  At the same time,
Standard & Poor's withdrew the rating.

Other ratings on the company were also raised, removed from
CreditWatch, and withdrawn.

"The upgrade and withdrawal of the ratings reflects the successful
completion of the acquisition and redemption of the subordinated
notes on March 15, 2005," said Standard & Poor's credit analyst
George Williams.

The ratings were originally placed on CreditWatch on Oct. 8, 2004,
following the announcement that Henkel Corporation, a U.S.
affiliate of Germany-based Henkel KGaA (A-/Stable/A-2), would
purchase Sovereign from majority owner AEA Investors LLC.  The
purchase price of approximately $575 million included the
assumption of outstanding debt.


TEXAS PETROCHEMICAL: Court Resets Confirmation Hearing to Apr. 14
-----------------------------------------------------------------
The Honorable Letitia Clark of the U.S. Bankruptcy Court for the
Southern District of Texas will decide which chapter 11 plans to
confirm on April 14, 2005.

Texas Petrochemical Holdings, Inc., filed its Amended Plan of
Liquidation on June 25, 2004.   Separately, TPC Holdings LLC filed
its Amended Plan of Liquidation on the same day.

Texas Petrochemical Holdings and TPC Holdings are debtor-
affiliates of Texas Petrochemical, L.P.

After The Huff Alternative Income Fund, L.P., successfully
convinced the Court to terminate the exclusive periods, it
proposed a single Plan of Liquidation for both Holdings and TPC.

                Terms of Holdings' & TPC's Plans

Texas Petrochemical Holdings and TPC Holdings proposed to
liquidate all assets of each company.  

Each Liquidating Plan proposes that term lenders under the Credit
Agreement in which Credit Suisse First Boston is the agent, will
be paid a pro rata share of the cash proceeds from the Asset Sale
or Sales up to its maximum claim amount, $50,000, plus interest.   
The Term Lenders Credit Agreement was inked on November 25, 2002,
among Texas Petrochemical, L.P., and guarantor affiliates and
their Term Lenders.

Revolving lenders under the Credit Agreement, in which Bank of
America, N.A., is the agent, will get a pro rata share of what's
left of the cash after the Term Lenders claims have been fully
satisfied.  

Holders of allowed unsecured claims will get a pro rata share of
what's left of the estates' cash after Term and Revolving Lenders
are fully paid.

Holdings and TPC will pay Texas Petrochemical, L.P., what's left
of the money after the Term and Revolving Lenders and Unsecured
Claim Holders are fully paid.

Equity interests will be cancelled on the effective date of the
Plan.

          Huff Wants Texas Petrochemical L.P. Excluded

Huff Alternative essentially copied the terms of the two
Liquidating Plans but cut Texas Petrochemical L.P. out of its
money.  

                         *   *   *  

Texas Petrochemical, L.P. produces C4 chemical products widely  
used as chemical building blocks for synthetic rubber, nylon  
carpets, adhesives, catalysts and additives used in high-
performance polymers.  The company has manufacturing facilities in  
the industrial corridor adjacent to the Houston Ship Channel and  
operates product terminals in Baytown, Texas and Lake Charles,  
Louisiana.   After filing for chapter 11 protection on July 20,
2003 (Bankr. S.D. Tex. Case No. 03-40258), the parent company
emerged from bankruptcy in May 2004.  Texas Petrochemical
Holdings, Inc., and TPC Holdings LLC remained under chapter 11
protection to reorganize or liquidate their estates.  When the
Debtors filed for protection from their creditors, they listed
$512,417,000 in total assets and $448,866,000 in total debts on a
consolidated basis.  Mark W. Wege, Esq., at Bracewell & Patterson,
LLP represents the Debtors in their restructuring efforts.


TIMKEN CO: Increasing Aerospace Specialty Steel Prices by 10%
-------------------------------------------------------------
Timken Latrobe Steel, a subsidiary of The Timken Company, will
increase prices by 5 to 10 percent on all remelted aerospace
alloys and air melt stainless steel grades.  The price change will
be effective with all new orders received beginning March 15,
2005.  Raw material surcharges will remain in effect.

"Increasing operational costs and other key factors have made this
price increase necessary," said Hans J. Sack, president -- Timken
Latrobe Steel.

Timken Latrobe Steel is a leading specialty steel producer in
North America.  The Timken Company (NYSE: TKR) (Moody's, Ba1
Senior Unsecured Debt, Senior Implied and Senior Unsecured Issuer
Ratings) --  http://www.timken.com/-- manufactures highly  
engineered bearings and alloy steels and a provider of related
products and services with operations in 27 countries.


TOWER AIR: Lawsuit Against E&Y Goes to Trial this Month
-------------------------------------------------------
A lawsuit brought by Charles A. Stanziale, Jr., serving as the
chapter 7 trustee for the bankruptcy estate of Tower Air, Inc.,
against Ernst & Young seeking hundreds of millions of dollars in
damages is ready to go to trial later this month, the Baltimore
Business Journal reports.    

"The jury is going to hear a tale of a very strange, intimate
relationship" between Tower and Ernst & Young, Robert Weltchek,
Esq., at Weiner & Weltchek, arguing on behalf of the creditors at
a hearing last week, according to a report from AccountingWEB.com.

As reported in the Troubled Company Reporter on June 1, 2004, Mr.
Stanziale sued Ernst & Young in Baltimore -- using the same
law firm, in the same court and before the same judge involved in
the Merry-Go-Round Trustee's lawsuit against E&Y that culminated
in a $185 million settlement.  

Fleet Business Credit, General Electric, the Port Authority of New
York and New Jersey, and Annapolis-based aviation firm ARINC are
the big-dollar creditors looking to E&Y for their recoveries.  
Pursuant to a Bankruptcy Court order dated January 13, 2003
(Docket. No. 1653), Tower Air's Estate participates as a
beneficiary together with certain pre-petition creditors of Tower
Air, Inc., in the Tower Air, Inc., Litigation Trust.  The purpose
of the Tower Air, Inc. Litigation Trust was to investigate and
pursue possible causes of action concerning certain action and/or
inactions of Ernst & Young, LLP, Tower's former independent
auditors, financial consultants and tax advisors, to consolidate
all claims and, if warranted, to file a lawsuit for damages
against E&Y.  

                     $412 Million Lawsuit  

The Tower Air Litigation Trust instituted a lawsuit against E&Y on
the basis of fraud, fraudulent concealment, negligence and
malpractice and negligent misrepresentation which is pending in
the Circuit Court for Baltimore County in the State of Maryland
(Case No. C-03-2201).  

E&Y served as the independent auditor for Tower Air, Inc., almost
from the inception of Tower and from time to time served as
financial consultant and tax advisor to Tower. The matter is
presently scheduled for trial before the Maryland Court in October
2004. The Tower Air Litigation Trust is looking for a judgment
totaling:

     $103,000,000 in compensatory damages; and
      309,000,000 in exemplary or punitive damages.
     ------------
     $412,000,000

Pursuant to the terms of the Tower Air, Inc. Litigation Trust, the
Debtor's Estate would receive 50% of the net recovery from this
action.

                    Tower Air's at Fault

E&Y, represented by David H. Botter, Esq., at Akin Gump Strauss
Hauer & Feld LLP, isn't preparing to write a check any day soon.  
"These charges have no merit, and we will vigorously defend
ourselves in court," and E&Y spokesperson told an
AccountingWEB.com reporter.

E&Y says Tower Air and its directors and officers misled and
defrauded it.  Because Tower Air was a co-conspirator, E&Y holds
contribution claims against the Estate.  In order to file a Third
Party Complaint against the Estate and the Trustee, E&Y went back
to the Bankruptcy Court in Wilmington asking Judge Rosenthal to
lift the automatic stay to permit that complaint to be filed.  
That request, Judge Rosenthal says, is premature.  The Trustee may
never obtain a judgment so there's no need to put the Trustee in
the position of defending against hypothetical claims at this
juncture.  

                          *   *   *

Tower Air sought chapter 11 protection on February 29, 2000, in
the United States Bankruptcy Court for the District of Delaware
(Case No. 00-1280).  From February 29, 2000 to May 3, 2000, Tower,
as a debtor-in-possession, operated as a full-service
international and domestic airline carrier until Tower abruptly
ceased (without prior notice) scheduled passenger service in early
May 2000.  Morris Nachtomi, the founder and chief executive
officer of Tower continued to operate and manage Tower as a DIP as
he did since the inception of Tower. On or about May 3, 2000, the
Bankruptcy Court entered an order authorizing the appointment of a
chapter 11 trustee.  During the DIP phase of the chapter 11, a
tremendous amount of chapter 11 administrative debt was incurred
by the DIP while operating the Debtor's business and that debt
remained unpaid.  The DIP never filed Schedules, a Statement of
Financial Affairs, nor chapter 11 monthly operating reports.  

On or about May 5, 2000, Mr. Stanziale was appointed as chapter 11
trustee for Tower.  Upon the appointment of the Trustee on or
about May 5, 2000, Mr. Nachtomi left the JFK premises of Tower and
vacated his position as chief executive officer.  The Trustee
scaled back the operations of the airline and significantly
reduced the workforce.  The Trustee maintained a limited amount of
flight activity through the charter business and the CRAF program
by virtue of the military contracts Tower serviced in order to
preserve the value of Tower as a going concern.   Additionally, by
maintaining limited flight activity, the Trustee attempted to
preserve the value of the flight operating certificates in order
to pursue a Sec. 363 sale of certain assets of Tower and maximize
a recovery to the Debtor's Estate.  By September 2000, the primary
secured creditor (GMAC Business Credit, LLC) funding Tower in the
chapter 11 case was unwilling to fund further flights operations.
Consequently, the Trustee ceased all flight activity in mid-
September 2000.  Effective December 20, 2000, the Debtor's chapter
11 case was converted to a case under chapter 7.

The Trustee was selected to serve and remain on as the chapter 7
trustee for Tower.  From December 20, 2000 until June 2001, the
Trustee operated the chapter 7 case of Tower pursuant to a Sec.
72l order [Docket No. 976] in order to effectuate an orderly
liquidation of the Debtor's assets and wind down the affairs of
the airline.  Effective June 1, 2001, the primary pre-petition
secured creditor and post petition financier, GMAC Business
Credit, LLC advised the Trustee that it would no longer allow the
use of cash collateral to fund the operating chapter 7 case, and
the Trustee was forced to terminate the skeleton crew remaining at
Tower and close the Debtor's doors at JFK.  On June 15, 2001, the
Trustee conducted a public auction of the fixtures and furniture
of Tower at the JFK location.  As of June 30, 2001, the Trustee
liquidated all of the hard assets of Tower Air, Inc. that were
located at JFK International Airport and vacated the premises of
Tower at JFK International Airport.


TRUMP HOTELS: Wants to Pay Workers' Compensation Claims
-------------------------------------------------------
Charles A. Stanziale, Jr., Esq., at Schwartz Tobia & Stanziale,
relates that Trump Hotels & Casino Resorts, Inc., and its debtor-
affiliates have workers' compensation insurance pursuant to
certain policies issued by CNA.  Under the terms of the Policies,
the Debtors are responsible for paying the first $350,000 of
losses per occurrence (i.e., worker injury).  CNA is not
responsible for paying claims except to the extent that the
aggregate claims in respect of an occurrence exceed $350,000.
The Debtors are therefore self-insured for the first $350,000 in
claims for each occurrence.

If an employee of the Debtors suffers a work-related injury, he
may seek medical treatment on account of the injury.  An injured
employee may either:

    -- approach the Debtors directly and request that they assume
       responsibility for all costs incurred during the course of
       his treatment; or

    -- obtain counsel and file a claim petition with the state's
       division of workers' compensation.

If an employee presents a claim to the Debtors and the Debtors
and CNA determine that the claim falls within the parameters of
the Policies and is compensable, then CNA assumes initial
responsibility for all costs incurred during the course of
medical treatment received by the employee, including temporary
disability payments.  However, it is more common for an employee
to file a claim petition with the division of workers'
compensation, in which case the Debtors then assign the case to
their defense counsel.  The Debtors' counsel will attempt to
reach a settlement with the claimant, with the workers'
compensation judge acting as a mediator.

If the parties reach an agreement, then the terms of the
agreement are reviewed by the Debtors' Vice President of Legal
Affairs/Risk Management prior to final authorization and
settlement.  If the parties are unable to reach an agreement,
then the case is scheduled for trial.  If a judgment is rendered
against the Debtors, the Debtors pay the amount of the judgment
when due.

According to Mr. Stanziale, the Debtors respond to hundreds of
workers' compensation claims each year.  The vast majority of the
claims lead to payments of less than $10,000 either through
settlement or otherwise.  In the past six months, the largest
amount of exposure with respect to an occurrence was $44,500, and
only six occurrences involved payments in excess of $10,000.

Given the frequency with which the Debtors address workers'
compensation claims and the relatively de minimis amounts
generally involved, the Debtors believe that Section 363 of the
Bankruptcy Code authorizes them to continue managing and paying
workers' compensation claims in the ordinary course of business
without an order from the U.S. Bankruptcy Court for the District
of New Jersey.

In pertinent part, Section 363(b) provides that "[t]he trustee,
after notice and a hearing, may use, sell, or lease, other than
in the ordinary course of business, property of the estate."

The Debtors believe that their management and payment of workers'
compensation claims falls within the parameters of the ordinary-
course-of-business exception to the requirement that the Court
approve the Debtors' use of property of the estate.  To avoid any
uncertainty, however, the Debtors seek the Court's authority to
continue to manage and pay workers' compensation claims in the
ordinary course of business and consistent with the Debtors' past
practices.

The continuation of the Debtors' current workers' compensation
system will minimize disruptions to the Debtors' reorganization
process.  In addition, continuing workers' compensation payments
and practices without interruption is important to maintaining
employee morale and productivity.

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: Wants to Purchase Egg Harbor Warehouse Property
-------------------------------------------------------------
On February 15, 2003, after a roof collapsed in the Debtors'
former warehouse structure, Trump Taj Mahal Associates entered
into a Sale, Purchase and Lease Agreement with Sysco Food
Services of Philadelphia.  The Agreement contemplated the lease,
with an option to purchase, a warehousing facility located in Egg
Harbor Township, Atlantic County, New Jersey.

Three Debtors -- Trump Taj Mahal, Trump Plaza Associates and
Trump Marina Associates LP -- currently use the 18-acre Warehouse
Property.  According to Charles A. Stanziale, Jr., Esq., at
Schwartz Tobia & Stanziale, in Montclair, New Jersey, the Debtors
use the Warehouse to store business records, items regularly
purchased in bulk, items stored during renovations of the
Debtors' facilities, and documents maintained for risk management
and litigation purposes.

The Agreement will allow Trump Plaza to lease the Warehouse
Property for 24 months with an option for Trump Taj Mahal to
purchase the Warehouse Property for $3,000,000 at any time during
the term of the Agreement.

Unless and until Trump Taj Mahal purchases the Warehouse, Trump
Plaza pays $41,587 in monthly base rent under the Agreement.  If
Trump Plaza remains in possession of the Warehouse Property
beyond March 31, 2005 -- the date the lease expires -- without
Sysco's written agreement, Trump Plaza must pay double the
monthly base rent during the holdover period.  Furthermore, Trump
Taj Mahal must pay Sysco $300,000 in liquidated damages if Trump
Taj Mahal does not consummate the purchase contemplated under the
Agreement prior to the Expiration Date for any reason other than:

    -- Sysco's failure to perform its duties under the Agreement;
       or

    -- Trump Taj Mahal's right to terminate pursuant to the
       Agreement.

By this motion, Trump Hotels & Casino Resorts, Inc., and its
debtor-affiliates seek the authority of the U.S. Bankruptcy Court
for the District of New Jersey to buy the Warehouse Property and
pay all necessary fees and expenses.

Mr. Stanziale contends that the Warehouse Property is essential
to the efficient operation of the Debtors' businesses.  The
property has been perfectly set up for the Debtors' needs, Mr.
Stanziale says.

The Debtors also believe that the approval and implementation of
the purchase of the Warehouse Property is necessary for their
reorganization.  Furthermore, the related fees and expenses are
reasonable.

Moreover, any warehouse space that the Debtors may obtain would
require them to pay amounts similar, if not higher than those
resulting from the Debtors' purchase of the Warehouse Property
pursuant to the Agreement.

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.


UNITED RENTALS: Fitch Says Late 10-K Filing Won't Affect Ratings
----------------------------------------------------------------
United Rentals, Inc., said that 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 Securities and Exchange Commission 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.  As part of this process, URI will need to secure
waivers from its lenders, a process that Fitch believes the
company will be successful in achieving at little or no cost.

Fitch believes that the delay in URI's 10-K filing will have no
impact on the company's current ratings, which 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'.

During its earnings conference call on March 14, 2005, management
provided additional information regarding URI's 2004 results and
guidance for 2005.  Specific highlights include record total
revenues of $3.1 billion, cash flow from operations of $761
million, and free cash flow of $385 million.

Additionally, rental rates increased by 7.5% in 2004, the first
annual increase for several years.  Fitch also notes that URI's
unrestricted cash balance increased significantly to $302 million
at Dec. 31, 2004, up from $79 million at Dec. 31, 2003. In Fitch's
view, the increase in cash, although not necessarily related to
the SEC inquiry, provides management with additional financial
flexibility in the event of an adverse decision.

For 2005, URI's gross revenues are projected to increase to $3.4
billion, driven in part by a 5% increase in rental rates and the
addition of 30 to 35 new rental locations along with a 25%
increase in contractor supplies revenue.  Fitch believes that
company's revenue projection is realizable given the existing
momentum in its business and domestic economy.

Based in Greenwich, Connecticut, URI is the largest equipment
rental company in North America as measured by equipment fleet,
revenue, and store locations.


US AIRWAYS: Asks for Court Order Protecting Air Wisconsin Jet Pact
------------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask Judge Mitchell of
the U.S. Bankruptcy Court for the Eastern District of Virginia for
a Protective Order to guard the confidentiality of the redacted
terms in the Jet Service Agreement with Air Wisconsin Airlines
Corporation.

On February 28, 2005, the Court authorized the Debtors 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 the Debtors' DIP Loan.  The JSA contains
confidential commercial information.  Accordingly, only a
redacted version of the JSA was filed.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that on March 4, 2005, UAL Corporation filed a request
in its Chapter 11 bankruptcy case in the United States Bankruptcy
Court for the Northern District of Illinois, to conduct an
examination of Air Wisconsin pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedure.  The Rule 2004 Motion seeks to
direct Air Wisconsin to provide United with a copy of the
unredacted JSA.  

Mr. Leitch argues that United's request would eviscerate any form
of protection for the Debtors' confidential business information.  
The Debtors' competitors, including United, 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.

United and Air Wisconsin are parties to 20 Agreements, including
the United Express Agreement, which governs regional jet
services.  United, in its Rule 2004 Motion, wants to verify that
the terms of the JSA do not violate the letter or spirit of any
of its Agreements with Air Wisconsin.

United represented that it has interest in the rates and other
financial information contained in the JSA.  United promised to
keep all information confidential.

Mr. Leitch tells Judge Mitchell that both United and the Debtors
follow rigorous confidentiality practices.  All airlines enter
negotiations with express carriers without knowledge of their
competitors' regional jet service agreement terms.  The Court
must compel United to do the same.

United is trying to use the bankruptcy process 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 the
Debtors direct, immediate and irreparable harm.  The Debtors'
current and future bargaining position with express carriers and
its creditability in the marketplace will be materially and
adversely impacted if the confidential terms are leaked.  Under
these circumstances, the Debtors are entitled to a Protective
Order to keep the commercial information confidential.

Because the Rule 2004 Motion purports to affect the rights of
United, and seeks in its Chapter 11 proceeding access to the
confidential commercial information that has been redacted from
the JSA in US Airways' Chapter 11 proceeding, and because the
Rule 2004 Motion also affects US Airways' rights, US Airways also
filed its request before the Illinois Bankruptcy Court in
United's case proceedings.  To resolve the issue fairly and avoid
inconsistent results that could arise from rulings of two
different bankruptcy courts, US Airways urges the two bankruptcy
courts to coordinate their responses to its request by holding a
joint telephonic hearing or issuing coordinated orders.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 85; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US ONCOLOGY: S&P Puts B- Rating on $250 Mil. Floating-Rate Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' senior
unsecured debt rating to $250 million of floating rate notes
proposed by US Oncology Holdings Inc., the holding company of
cancer care company US Oncology Inc.  These floating rate
notes mature in 2015.

At the same time, Standard & Poor's revised its outlook on US
Oncology Inc. to negative from stable. We also affirmed all of our
existing ratings on US Oncology, including the 'B+' corporate
credit rating; our 'B+' senior secured debt rating (this debt also
has a recovery rating of '2'); our 'B-' senior unsecured debt
rating; and our 'B-' subordinated debt rating.

The outlook revision reflects US Oncology's proposed increase in
debt, in combination with the challenging operating environment
the company is facing in 2005.  Standard & Poor's expects US
Oncology Holdings to use the proceeds from the proposed $250
million of holding company senior unsecured notes and about $8
million of on-hand cash to pay a $50 million dividend on holding
company common stock, pay a $200 million special dividend on the
holding company's preferred stock (which will have the effect of
retiring a like amount of preferred stock), and fund $8 million of
related fees and expenses.

Financial sponsor Welsh, Carson, Anderson & Stowe IX L.P. (WCAS)
owns most of US Oncology Holdings' common and preferred stock.
After the transaction, US Oncology Holdings will have
approximately $1.2 billion of total debt outstanding.

"The speculative-grade ratings on US Oncology Inc. reflect its
narrow operating focus on the treatment of a single disease, its
vulnerability to adverse changes in third-party reimbursement
policies, the significant capital requirements of its plans to in-
source part of its pharmaceuticals distribution, and its
significant debt," said Standard & Poor's credit analyst
Jesse Juliano.  "These factors are partly offset by rising long-
term demand trends, the company's strong market position, and its
proven ability to manage growth."

US Oncology offers medical oncology services, cancer center
services, and cancer research services to a 33-state network of
affiliate oncology practices that comprises about 930 affiliated
physicians working in more than 500 sites, including 85 integrated
cancer centers.

A narrow operating focus makes the company vulnerable to
challenges specific to the oncology services industry, such as the
limited supply of physicians and potential changes in treatment
modalities.  US Oncology's success largely depends on its ability
to recruit and retain oncologists, whose numbers are limited.
Historically, the company has been able to expand its net count of
physicians, who are drawn by favorable compensation and
investments in new technology.


US ONCOLOGY: Moody's Junks $250 Million Senior Unsecured Notes
--------------------------------------------------------------
Moody's Investors Service assigned a rating of Caa1 to US Oncology
Holdings, Inc.'s proposed $250 million senior unsecured notes and
downgraded the senior secured credit facilities of US Oncology,
Inc., to B1 from Ba3.

Holdings is the parent company of its direct wholly owned
subsidiary, US Oncology, which is the issuer of senior secured
credit facilities, senior unsecured notes and senior subordinated
notes.  Moody's affirmed the existing senior implied rating of B1
of the company and reassigned that senior implied rating to
Holdings, the highest corporate level with rated debt.
Additionally, the B2 senior unsecured issuer rating at US Oncology
has been reassigned to Holdings and the rating is revised to Caa1.
The reassignment of the rating does not reflect a downgrade in the
rating, but rather the placement of the issuer rating at the
highest corporate debt issuer level.

The outlook for the ratings was changed to negative. Moody's
expects that the proposed offering of senior unsecured notes will
be used to fund a dividend to the company's shareholders, Welsh,
Carson, Anderson & Stowe IX, L.P. (Welsh Carson) and management.

The ratings reflect:

   (1) weakness in credit metrics as a result of the company's
       significant amount of debt;

   (2) stress on free cash flow as a result of higher cash
       interest expense resulting from the increase in leverage;

   (3) near-term capital and working capital requirements related
       to the "insourcing" of distribution services;

   (4) significant reliance by the company on reimbursement for
       oncology pharmaceutical products;

   (5) reductions in pharmaceutical reimbursement from Medicare in
       2005 as a result of the Medicare Prescription Drug
       Improvement and Modernization Act of 2003;

   (6) pressure from managed care for the reimbursement of
       pharmaceutical products and other company services;

   (7) significant concentration of pharmaceutical products in a
       limited number of large pharmaceutical manufacturers;

   (8) ongoing compliance with governmental regulation; and

   (9) the potential for adverse litigation against the company as
       a result of qui tam and shareholder lawsuits filed against
       US Oncology.

The ratings also reflect:

   (1) US Oncology's leading market position in the treatment of
       patients with cancer;

   (2) the company's track record in utilizing free cash flow to
       reduce indebtedness;

   (3) senior management's tenor and experience in the oncology
       marketplace;

   (4) positive industry fundamentals driven by the increased
       incidence of cancer coupled with longer survival rates;

   (5) good relationships with physicians as evidenced by US
       Oncology's success in adding physicians to its network;

   (6) competitive advantages of the US Oncology model offered to
       physician partners struggling with new pharmaceutical
       reimbursement guidelines; and

   (7) an equity sponsor experienced in healthcare services
       investments.

The negative outlook reflects the challenges the company will
likely face reducing leverage in a period in which it is absorbing
a decrease in Medicare reimbursement, as a result of the Medicare
Drug Act, and investing in initiatives designed to supplement the
resulting lost margins and cash flows.  Moody's believes that US
Oncology's leading market position will allow the company to
favorably negotiate contracts with managed care players.  However,
if US Oncology is unable to significantly maintain its current
level of reimbursement from managed care and private payor
sources, the ratings would be negatively affected.  The negative
outlook also reflects the decreased financial flexibility
resulting from the conversion to debt of a significant portion of
the company's equity.  The decreased flexibility coupled with the
company's initiative to bring the distribution of pharmaceuticals
in-house, which may require additional working capital investment
over time, could pressure the rating.

Moody's expects the company to use free cash flow to pay down debt
while continuing to recruit physicians and add to the number of
cancer centers.  Due to the high level of debt and the reduction
in pharmaceutical reimbursement in 2005, Moody's would not likely
see a ratings upgrade in the near to intermediate term.  However,
material deleveraging and debt reduction, such that cash flow from
operations and free cash flow to adjusted debt ratios reach
sustainable levels of approximately 15% and 10%, respectively,
could result in upward pressure on the ratings.

Alternatively, Moody's may consider downgrading the ratings if
strains on cash flow from the significant debt load result in cash
flow from operations and free cash flow to adjusted debt ratios
that remain, and are expected to remain, below 10%.  Other
developments that could result in a rating downgrade include:

   -- a decline in cash flow because of reimbursement changes that
      exceeds current expectations,

   -- the unsuccessful implementation of other initiatives, such
      as the insourcing of pharmaceutical distribution, or

   -- the inability to recruit physicians at expected levels.

Pro forma for the recapitalization completed in August 2004 and
the offering of Holdings' senior unsecured notes, the company's
cash flow coverage of debt for the year ended December 31, 2004
would have been moderate for the B1 category.  Moody's estimates
that adjusted cash flow from operations to adjusted debt would
have been approximately 12% while adjusted free cash flow to
adjusted debt would have been approximately 7%.  EBIT coverage of
interest would have been low at approximately 1.6 times.  
Leverage, defined as adjusted debt to EBITDAR, would have been 5.6
times.  Moody's believes that the use of EBITDA and related EBITDA
ratios as a single measure of cash flow without consideration of
other factors can be misleading.

Moody's expects US Oncology to have weak liquidity for the 12
months following the proposed transaction.  Moody's anticipates
that the company may have to draw on its revolving credit facility
in order to fund expected capital spending and the build up of
inventory required to insource the distribution of pharmaceuticals
to its network.

US Oncology's senior secured credit facilities are rated at the
senior implied level as a result of tighter enterprise value
coverage pro forma for the proposed increase in leverage.  US
Oncology's senior unsecured notes are notched one level below the
senior implied rating as a result of the unsecured nature of these
obligations.  The senior subordinated notes are notched two levels
below the senior implied level to reflect the unsecured nature of
the obligation and the notes effective subordination to senior
debt.  Holdings' senior unsecured debt and the senior unsecured
issuer ratings are set three notches below the senior implied
rating to reflect the unsecured nature of the obligations as well
as the structural subordination of the notes to the debt of US
Oncology.

US Oncology Holdings, Inc. (Holdings)

   Ratings assigned:

      * $250 million senior unsecured notes due 2015, rated Caa1
      * Senior implied rating, rated B1
      * Senior unsecured issuer rating, rated Caa1

US Oncology, Inc. (US Oncology)

   Ratings downgraded:

      * $160 million senior secured revolving credit facility,
        from Ba3 to B1

      * $400 million senior secured term loan, from Ba3 to B1

Ratings affirmed:

      * $300 million senior unsecured notes, rated B2

      * $275 million senior subordinated notes, rated B3

      * Senior implied rating, reassigned to the holding company
        level

      * Senior unsecured issuer rating, reassigned to the holding
        company level

The rating outlook is changed to negative from stable.

The ratings of US Oncology's retired debt securities ($100 million
revolving credit facility, $75 million senior secured bank credit
facility and $175 million senior subordinated notes due 2012) have
been withdrawn.

US Oncology, headquartered in Houston, Texas, provides
comprehensive cancer-care services to a network of affiliated
practices comprising more than 930 affiliated physicians in over
500 sites, including 85 integrated cancer centers in 33 states.


USG CORP: Gets Court Nod to Expand PwC's Consulting Services
------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware authorizes USG Corporation and its debtor-affiliates to
expand and supplement the scope of PricewaterhouseCoopers LLP's
employment to include these services:

    -- assisting with federal, state, local and foreign tax
       compliance and planning for the Debtors and their non-
       debtor affiliates; and

    -- providing other similar services as requested.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 81; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


V-ONE CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: V-One Corporation
        40 West Gude Drive, Suite 200
        Rockville, Maryland 20851

Bankruptcy Case No.: 05-15407

Type of Business: The Debtor provides application level & IPSec
                  Virtual Private Network security products for
                  commercial enterprises and government agencies.
                  See http://www.v-one.com/

Chapter 11 Petition Date: March 11, 2005

Court: District of Maryland (Greenbelt)

Judge: Judge Paul Mannes

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Cohen, Baldinger & Greenfeld, LLC
                  7101 Wisconsin Ave., Suite 1200
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350

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

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:
                                 
   Entity                                           Claim Amount
   ------                                           ------------
Kirkpatrick & Lockhart                                  $729,292
1800 Massachusetts Avenue, NW
2nd Floor
Washington, DC 20036
                                                
Aronson & Company                                        $64,433
700 King Farm Blvd.
Rockville, MD 20850
                                             
Network Associates, Inc.                                 $47,199
135 South LaSalle
Dept. 1729
Chicago, IL 60674
                                             
Secure Computing Corporation                             $45,770
4810 Harwood Road
San Jose, CA
                                             
TriplePoint, Inc.                                        $37,500
1600 NW Compton Drive
Suite 305
Beaverton, OR 97006

ICSA Labs Corporation                                    $35,000
1000 Bent Creek Blvd.
Suite 200
Mechanicsburg, PA 17050

LaSalle St. Capital Markets                              $25,000
4722 Main St.
Lisle, IL 60532

Patriot Technologies, Inc.                               $22,800
PO Box 20
Frederick, MD 21705

Macrovision Corporation                                  $20,750
6047 Paysphere Circle
Chicago, IL 60674

Aetna, Inc.                                              $15,283
PO Box 7247-0221
Philadelphia, PA 19170

Eisenberg Communication                                  $15,000
295 Central Park West
New York, NY 10024

Matan Property Management, Inc.                          $14,383
4600 Edgewood Blvd.
Suite A
Frederick, MD 21703

Sughrue Mion, PLLC                                       $12,079
2100 Pennsylvania Avenue, NW
Washington, DC 20037

ADP Investor Comm. Svcs                                   $9,855
PO Box 23487
Newark, NJ 07189

Gartner, Inc.                                             $9,500
PO Box 911319
Dallas, TX 75391

Hilb, Rogal & Hamilton, Co                                $8,588
800 King Farm Blvd.
Suite 200
Rockville, MD 20850

Electronic Systems, Inc.                                  $7,584
361 Southport Circle
Virginia Beach, VA 23452

Frost & Sullivan                                          $7,243
PO Box 337
San Antonio, TX 78292

Konica Office Products, Inc.                              $6,811
PO Box 14506
East Providence, RI 02914

Comust                                                    $5,848
PO Box 358
Clarksburg, MD 20871


W.R. GRACE: Has Until Plan Confirmation to Remove Actions
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extends the
deadline before which W.R. Grace & Co., and its debtor-affiliates
can remove state court actions to the confirmation date of the
Debtors' chapter 11 plan to afford the Debtors an opportunity to
make fully informed decisions concerning removal of all Actions
and assure that they do not forfeit valuable rights under Section
1452 of the Bankruptcy Code.

The Debtors are named defendants in thousands of asbestos-related
lawsuits in various state and federal courts involving different
individual claims, in asbestos-related fraudulent conveyance
actions, and in numerous environmental lawsuits.  The Debtors'
Plan of Reorganization propose procedures for estimating and
resolving their liability on accounts of their asbestos claims.
The Plan provides for, among other things, the creation of an
asbestos trust, to which all allowed asbestos property damage
claims and asbestos personal injury claims would be channeled for
recovery.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/--suppliescatalysts 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)


WACHOVIA BANK: S&P Puts Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $1.29 billion
commercial mortgage pass-through certificates series 2005-WHALE V.

The preliminary ratings are based on information as of March 15,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

   -- the credit support provided by the subordinate classes of
      certificates,

   -- the liquidity provided by the fiscal agent,

   -- the economics of the underlying mortgage loans, and

   -- the geographic and property type diversity of the loans.  

Standard & Poor's analysis determined that, on a weighted average
basis, the trust pool has a debt service coverage of 1.77x based
on a weighted average stressed constant of 9.98%, a beginning
LTV of 54.80%, and an ending LTV of 54.68%.

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

             Wachovia Bank Commercial Mortgage Trust
   
              Class         Rating           Amount
              -----         ------           ------
              A-1           AAA        $419,200,000
              A-2           AAA        $400,060,000
              X-1A          AAA      $1,096,000,000
              X-1B          AAA      $1,096,000,000
              X-2           AAA        $142,500,000
              X-3           AAA         $12,000,000
              X-KHP1        AAA        $625,000,000
              X-KHP2        AAA        $625,000,000
              B             AAA        $104,070,000
              C             AA+         $40,607,000
              D             AA          $37,680,000
              E             AA-         $14,662,000
              F             A+          $14,643,000
              G             A           $14,643,000
              H             A-          $14,643,000
              J             BBB+        $13,679,000
              K             BBB         $11,347,000
              L             BBB-        $10,766,000
              KHP-1         AA+         $27,200,000
              KHP-2         AA+         $31,300,000
              KHP-3         AA          $26,800,000
              KHP-4         A+          $35,600,000
              KHP-5         BBB+        $54,100,000
              OKS           BB+          $2,500,000
              DP-1          BB+          $3,322,184
              DP-2          BB           $4,036,163
              DP-3          BB           $3,745,145
              MS            BB           $5,000,000
              AG            BB+          $4,500,000
   
*The X classes are interest only and have a notional dollar
amount.  The KHP classes are specific to the Kyo-ya Hotel Pool
loan.  The OKS class is specific to the One Kendall Square Loan.
The DP classes are specific to the Denholtz Pool Loan.  The MS
class is specific to the 2445 M Street Loan.  The AG class is
specific to the Alta Green Loan.


WESTCORP: Fitch Comments on Intent to Become a Holding Company
--------------------------------------------------------------
Fitch Ratings comments on Westcorp's recent announcements
pertaining to its application to become a bank holding company,
and the resignation of its Chief Financial Officer.  Currently
Westcorp is the parent company of Western Financial Bank -- WFB.
Westcorp's application to become a bank holding company has been
delayed by the Federal Reserve.  Although no specific details are
available, WFS Financial, a subsidiary of WFB, is in the process
of applying for state lending licenses in the event that
Westcorp's application is not approved.  Westcorp's primary
banking subsidiary, WFB has operated as a thrift regulated by the
Office of Thrift Supervision.  Westcorp has already received
necessary approvals to convert WFB's charter to a state commercial
bank from the California State Banking Department and the Federal
Deposit Insurance Corporation -- FDIC.  In the event that
Westcorp's application is not approved, WFB could relinquish its
regulated depository charter.

In Fitch's view, the loss of the bank charter, were it to occur,
could have negative rating implications.  Currently, WFB has a
Positive Rating Outlook based on its good operating performance,
stable credit quality, and improved capitalization.  Fitch notes
that the company has released and received a clean audit opinion
for its 2004 year-end financial statements and there were no
material control weaknesses identified.

   Western Financial Bank:

      -- Long-term deposits 'BB+';
      -- Senior debt 'BB';
      -- Subordinated debt 'BB-';
      -- Rating Outlook is Positive.


WESTPOINT STEVENS: 2004 Form 10-K Will Not Be Timely Filed
----------------------------------------------------------
As a result of its recently announced agreement to sell
substantially all of its assets to an investor group, WestPoint
Stevens (OTC Bulletin Board: WSPTQ) says it will not file its
Annual Report on Form 10-K for the fiscal year ended December 31,
2004 by the March 16, 2005 due date.  Because of the proposed
transaction, the basis upon which WestPoint Stevens' financial
statements are required to be prepared is subject to change.  
Furthermore, management is in the process of evaluating its
accounting for deferred tax liabilities.  Because of the amount of
work involved in connection with these circumstances, the Company
will not complete the preparation of its financial statements, or  
the financial statement-based text, required to be included in its
Form 10-K prior to the due date or the expiration of the 15-day
extension thereof that would otherwise be available pursuant to
Rule 12b-25 under the Securities Exchange Act of 1934 and there
can be no assurance that it will ultimately do so.  

Based upon discussions with representatives of its debtor-in-
possession lenders, the Company anticipates that it will receive a
waiver concerning its financial reporting covenants with those
lenders.  

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.


WHITE BIRCH: S&P Rates Loans & Bonds at Single-B
------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit ratings to privately owned White Birch Paper Company --
White Birch -- and to its wholly owned subsidiary, White Birch
Paper Finance Inc. -- Finance Inc.  The outlook is
positive.

In addition, Standard & Poor's assigned its 'B+' bank loan rating
and its '1' recovery rating to White Birch's proposed $70 million
senior secured revolving credit facility due 2010.  The 'B+'
rating is one notch above the corporate credit rating; this and
the '1' recovery rating indicate that secured bank lenders can
expect full recovery of principal in the event of a payment
default.

Standard & Poor's also assigned its 'B' senior unsecured debt
rating to the combined $400 million of senior unsecured notes to
be issued under Rule 144a with registration rights.  The proposed
issuance will consist of fixed-rate notes due 2015 and floating-
rate notes due 2012.  White Birch and Finance Inc. will co-issue
the notes.  The 'B' rating is the same as the corporate credit
rating indicating the notes are not expected to be significantly
disadvantaged in the capital structure.  All issue ratings were
assigned based on preliminary terms and conditions.

White Birch, a Nova Scotia unlimited liability company, will be
indirectly owned:

   -- 75% by Mr. Peter Brant,
   -- 12.5% by Mr. Aby Rosen, and
   -- 12.5% by Mr. Michael Fuchs

and will acquire a 100% interest in each of the following
companies:

   -- Stadacona Inc.,
   -- Bear Island Paper Company LLC (B-/Watch Pos/--), and
   -- F.F. Soucy Inc. - not rated

All three companies will become direct or indirect subsidiaries of
White Birch.  The $400 million of expected note proceeds will be
used to refinance debt at the acquired companies and buy out
existing partners.

At the same time, the 'B' corporate credit rating and other
ratings on Stadacona were affirmed and removed from CreditWatch.
The outlook on Stadacona is stable.  Bear Island Paper Company
ratings remain on CreditWatch until the transaction is complete,
at which time its ratings will be raised to the same level as
White Birch and removed from CreditWatch.  The outlook on
Stadacona will be revised to positive from stable upon completion
of the transaction.

"The ratings on White Birch reflect limited product diversity with
a primary focus on the highly cyclical commodity newsprint market,
and aggressive debt levels.  These weaknesses are partially offset
by the company's low cost position and high capacity utilization
rates," said Standard & Poor's credit analyst Dominick D'Ascoli.

The company produces newsprint (82% of 2004 pro forma revenues),
directory paper (9%), paperboard (5%), and lumber (3%) on seven
paper machines, one paperboard machine, and a sawmill located at
three mills (one in the U.S. and two in Canada).  Newsprint is the
company's primary focus and area of expertise.  Directory paper,
paperboard, lumber, and 30,000 acres of timberlands were acquired
along with the newsprint assets of Stadacona in February 2004.


* Alvarez & Marsal Forms Turnaround Group For Healthcare Industry
-----------------------------------------------------------------
As the healthcare industry tackles an ongoing period of dramatic
change, Alvarez & Marsal, a global professional services firm,
announced it has formed a dedicated Healthcare Industry Group,
comprised of senior executives who have an established track
record of serving the needs of healthcare industry clients.  The
group works with management, boards of directors and stakeholders
to improve the performance of healthcare organizations across the
full continuum of care, from providers to payors and suppliers.   

"Since 1983, A&M has specialized in delivering turnaround,
restructuring and interim management services to improve the
operational and financial performance of companies across many
industry sectors, including healthcare," said Bryan Marsal, co-CEO
of A&M.  "We've now decided to put our skills to work and serve
the broader healthcare industry with a dedicated team of
experienced "A" players who have previously led operations and
served in management or advisory roles in academic medical
centers, investor-owned and not-for-profit service providers,
durable medical equipment manufacturers and life-sciences
companies."  

Under the direction of A&M managing director Guy Sansone, the new
Healthcare Industry Group offers a diverse range of capabilities -
from helping CEOs and CFOs to develop and implement operational
and financial performance plans to working with boards of
directors and stakeholders during turnaround and crisis
situations.   Services include: turnaround consulting and interim
management; crisis and restructuring management; operational
performance improvement; organizational assessment and
realignment; core business strategy and execution; financial,
clinical and business process improvement; mergers, acquisitions,
divestitures and integrations; and special investigations and
forensic accounting.

Mr. Sansone recently served as interim chief financial officer of
HealthSouth during A&M's successful turnaround and restructuring
of the nation's largest commercial outpatient rehab provider.   
For the past six years at A&M, he has served in leadership and
turnaround roles on many of the firm's most high-profile
engagements, including investor-owned healthcare providers and
life sciences entities.   Mr. Sansone's advisory assignments have
included serving as the restructuring officer of Integrated Health
Systems, a 400-facility provider of skilled nursing services, and
serving as interim president and chief executive officer of Rotech
Healthcare, one of the nation's largest providers of home medical
care respiratory equipment for the elderly.

Joining A&M's Healthcare Industry Group as a managing director is
Scott Phillips, who brings more than 25 years of healthcare
industry management and consulting experience.  He focuses on
serving hospitals and health systems, with a deep base of
experience with academic medical centers and not-for-profit acute
care providers.  Prior to joining A&M in 2004, he served as the
president and chief executive officer of a 636 bed academic
medical center, chief operating officer of a private health
sciences university, and president and chief executive officer of
a community hospital that owned and operated a 600 resident
continuing care retirement community.

Also part of the senior team, A&M managing director Martin Winter
is a specialist in government investigations, forensic accounting,
business plan reviews and creditor advisory, with experience
across a wide range of client types in the healthcare industry.   
Over the course of his career, Mr. Winter has led direct
settlement negotiations with the US Department of Justice - Civil
Frauds Division, settlement negotiations with the Center for
Medicare & Medicaid Services (CMS), meetings with the SEC New York
regional office on compliance and civil fraud matters, depositions
with the US Attorney's office - Southern District of New York and
testimony in connection with securities arbitration, among other
complex matters.  

"The healthcare industry is going through a transformation, and
organizations are wrestling with many complex challenges resulting
from a confluence of factors," said Mr. Sansone.  "These include
an increased preference for the delivery of post-acute care on an
outpatient basis, an aging population, reimbursement pressures,
public policy shifts and increased risk - all of which are
straining resources, impacting bottom lines and affecting
operations.  Increasingly, boards and management are recognizing
the need to apply a more intense focus on the implementation of
operational and financial plans.  They're looking to professionals
who not only can provide a fresh perspective, but who also have
the experience and hands-on approach to help organizations quickly
and effectively implement change."

A&M's professional experience and notable healthcare assignments
have included: HealthSouth Corporation, Monitor and Bradford
Teaching Hospital/NHS Foundation Trust (U.K.), Robert Wood Johnson
Health Network, Integrated Health Services, Inc., Republic Health
Corporation (ORDNA), Magellan Health Services, Inc., Rotech
Healthcare, St. Francis Medical Center, Affiliated Medical
Enterprises, Healthcare International, Inc., Allegheny Health,
Education and Research Foundation, Charter Behavioral Health
System, LLC, Charter Medical Corporation, Hahnemann University and
Hospital, Glenbeigh, Inc., Strategic Optical Holdings, Inc. (WISE)
and Sun Healthcare Group, among others.


* Kevin Redmon Joins Alvarez & Marsal Business Consulting
---------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Kevin Redmon has joined Alvarez & Marsal Business Consulting
as a senior director in the Atlanta office.  Mr. Redmon will lead
the group's strategy practice in the southeast region.

With more than 17 years of industry and consulting experience, Mr.
Redmon specializes in, strategic planning, growth strategies and
business process improvement.  He also brings significant
experience with technology strategy and implementations.

Prior to joining A&M, Mr. Redmon was a director at Radiant
Systems, a manufacturer of touch-screen point-of-sale systems,
where he served in a variety of executive roles, with
responsibility for major account P&Ls and delivery of products and
services to petroleum and convenience store clients.  Before that
he served as a senior manager at global strategy consulting firm
Bain & Company.  

Over the course of his consulting career, Mr. Redmon's advisory
assignments have spanned a wide variety of industries and
geographies, including: developing a highly successful core
business growth strategy for a global professional services firm,
leading the start-up of a new business unit for a multi-billion
dollar parcel delivery company, and developing a 200-store retail
expansion strategy for a U.S. furniture company.  A graduate of
Clemson University with B.S. and M.S. degrees in computer
engineering, Mr. Redmon earned an MBA from Harvard Business
School.  

"As Alvarez & Marsal Business Consulting continues to grow and
expand, we are attracting a team of high-caliber professionals who
have extensive consulting experience as well as valuable executive
level corporate experience," said Tom Elsenbrook, an A&M managing
director and head of Alvarez & Marsal Business Consulting.  "We're
looking forward to Kevin's presence and leadership as we expand in
Atlanta and throughout the Southeast."  Serving businesses with
good market positions and solid financials, Alvarez & Marsal
Business Consulting partners with management to identify
opportunity, enhance efficiency and maintain competitive
advantage.  Its five focused offerings include: Finance and
Accounting Solutions, Information Technology Strategy and
Integration Solutions, Human Resources and Human Capital Growth
Solutions, Strategy and Corporate Solutions, and Supply Chain
Solutions.

Specific Strategy and Corporate Solutions include: Corporate and
Business Unit Strategy, including strategic assessment, portfolio
optimization and strategic due diligence; Marketing Effectiveness,
including pricing strategy, customer/channel/product profitability
and sales force effectiveness; Growth Initiatives, including
mergers and acquisitions strategy and market assessment;
Operational Efficiency, including cost reduction, outsourcing
strategy and merger integration; and Contract Center Solutions and
Optimization.  

                     About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding companies and public sector entities
through complex financial, operational and organizational
challenges.  Employing a unique hands-on approach, the firm works
closely with clients to improve performance, identify and resolve
problems and unlock value for stakeholders. Founded in 1983,
Alvarez & Marsal draws on a strong operational heritage in
providing services including turnaround management consulting,
crisis and interim management, performance improvement, creditor
advisory, financial advisory, dispute analysis and forensics, tax
advisory, real estate advisory and business consulting.  A network
of nearly 400 seasoned professionals in locations across the US,
Europe, Asia and Latin America, enables the firm to deliver on its
proven reputation for leadership, problem solving and value
creation.   For more information, visit
http://www.alvarezandmarsal.com/

                          *********

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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, 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.

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