TCR_Public/050318.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, March 18, 2005, Vol. 9, No. 65

                          Headlines

ADELPHIA COMMS: Postpones 7.5% Series E & F Stock Conversion
ADELPHIA COMMS: Wants Exit Facility Commitments Extended
ADVANCED COMMS: Gets Control Over Pacific Magtron After Stock Buy
ADVANCED COMMS: Yorkville Mgt. Interest Redeemed for $2.6 Million
ALLIANCE GAMING: Fitch Assigns Single B Rating to Bank Loan

AMCAST INDUSTRIAL: Taps PricewaterhouseCoopers as Tax Consultant
AMERICAN AIRLINES: Union Presidents Support Pension Legislation
AMERICAN TIRE: S&P Junks Proposed $330 Million Senior Notes
AMERICAN HEALTHCARE: Taps Scroggins & Williamson as Bankr. Counsel
AMERICAN HEALTHCARE: Section 341(a) Meeting Slated for April 21

AMI SEMICONDUCTOR: Extends Tender Offer Until March 23
AMRESCO FRANCHISE: Fitch Junks Six Loan Receivables Trusts
ARMSTRONG WORLD: Court Approves Dal-Tile Settlement Agreement
ATA AIRLINES: Wants to Reject Citicorp Plaza Lease in Chicago
ATA AIRLINES: Wants to Reject Seattle & Sarasota Leases

BADLANDS AT MORENO: Case Summary & 20 Largest Unsecured Creditors
BOMBARDIER INC: S&P Reviewing Low-B Ratings & May Downgrade
BOOTH CREEK: Moody's Reviews B3 & Junk Ratings & May Downgrade
BORDEN CHEMICAL: Dec. 31 Balance Sheet Upside-Down by $548.8 Mil.
BROWN SHOE: S&P Keeps Eye on BB Credit Rating & May Downgrade

CATHOLIC CHURCH: Tucson Gets More Time to Assume Triple Net Lease
CENTRAL PARKING: Likely Sale Prompts S&P to Review Low-B Ratings
CHARTER COMMS: Redeems $113 Million Outstanding Sr. Discount Notes
COMM 2001-FL4: S&P Junks Four Certificate Classes
COVANTA ENERGY: Warren Gets Service Deadline Extended to July 23

CROWN CASTLE: Can't File Annual Report with SEC on Time
DADE BEHRING: Strong Performance Prompts S&P to Lift Ratings
DECISIONONE CORP: Combined Confirmation Hearing Set for April 19
DECISIONONE CORP: Gets Okay to Use Cash Collateral & Incur Debt
DECISIONONE CORP: Look for Bankruptcy Schedules on May 16

ENRON CORP: Reaches $356.2M Tentative Settlement with Employees
FETLA'S TRADING: Judge Squires Confirms Chapter 11 Plan
FIRST VIRTUAL: RADVISION Completes $7.15 Million Asset Purchase
FRANKLIN CLO: Fitch Rates $16 Million Class D Notes at BB-
GLOBE METALLURGICAL: Wants Court to Formally Close Chapter 11 Case

G-STAR: Fitch Rates $35 Million Income Notes Due 2040 at BB
GRAYSTON CLO: Fitch Affirms BB- Rating on $10 Million Notes
HANI ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
HMQ METAL: Case Summary & 80 Largest Unsecured Creditors
HOW INSURANCE: Commission Sets Liquidation Plan Hearing for May 17

INTEGRATED HEALTH: Has Until May 6 to File Objections to Claims
JP MORGAN: Fitch Affirms BB Rating on $16.3 Million Class G
JP MORGAN: Fitch Affirms B Rating on $10.7 Million Class G
KAISER ALUMINUM: Removal Period Stretched Until May 10
KMART HOLDING: Discloses Common Equity & Stockholder Matters

LAIDLAW INT'L: Files Unaudited Pro Forma Financial Statements
MCI INC: 11 Officers Acquire 1,340,368 Shares of Common Stock
MEDQUEST INC: S&P Shaves Corporate Credit Ratings to B from B+
METOKOTE CORP: Moody's Junks Proposed $65M 2nd Lien Sr. Sec. Debt
MQ ASSOCIATES: Moody's Junks $180 Mil. Senior Subordinated Notes

NAVIGATOR GAS: Committee Wants $850,000 of Civil Sanctions Paid
NETEXIT: Files Plan & Disclosure Statement in Delaware
NORTHWEST TOOL: Case Summary & 20 Largest Unsecured Creditors
ORION TELECOM: Committee Says Chapter 11 Was a Disaster
OWENS CORNING: Gets Court Okay to Assume Provia Software Agreement

PENN TRAFFIC: Court Confirms Chapter 11 Plan of Reorganization
RANCHO LAS FLORES: Case Summary & 4 Largest Unsecured Creditors
RELIANCE GROUP: Creditors Want Order in Aid of Plan Consummation
RICHTREE INC: Has Until April 29 to File Proposal Under BIA
SIMSBURY CLO: Fitch Junks Ratings on Three Mezzanine Notes

SOLUTIA INC: Allows Hissey Kientz to File Group Claim
SOLUTIA INC: Equity Comm. Questions Monsanto's Spin-Off Disclosure
SPX CORP: Noteholders Agree to Amend Senior Note Indentures
TELESYSTEM INT'L: Selling Operations to Vodafone for $3.5 Billion
TELESYSTEM INT'L: Vodafone Purchase Plan Cues S&P to Review Rating

TESTA HURWITZ: Moves to Dismiss Involuntary Petition
TITANIUM METALS: Good Performance Triggers S&P to Lift Ratings
TRUMP HOTELS: Equity Committee Wants Copies of Board's Minutes
UAL CORP: Creditors Committee Taps GCW as Special Advisor
UAL CORPORATION: Inks Settlement Pact with Boeing

UNIFRAX CORP: S&P Rates Proposed $180 Mil. Credit Facility at B+
US AIRWAYS: Rolls-Royce Says USAir Mischaracterizes Agreement
USG CORP: Court Hikes Futures Rep.'s Pay to $600 per Hour
USURF AMERICA: Appoints Jeff Fiebig to Board of Directors
VENOCO INC: 2004 Net Income Up 101% to $22.5 Million

W.B. MARINA: Case Summary & Largest Unsecured Creditor
WARP TECHNOLOGY: Buys Gupta for $21M to Increase Profitability
WARP TECHNOLOGY: Losses & Deficits Trigger Going Concern Doubt
WASHINGTON COUNTY: S&P Pares Rating to BB+ Due to Poor Performance
WAVE SYSTEMS: Losses & Deficit Trigger Going Concern Doubt

WAVE SYSTEMS: Looks to Raise $4.1 Million in Stock Offering
XOMA LTD: Dec. 31 Balance Sheet Upside-Down by $24.6 Million
XTREME COMPANIES: Establishes Homeland Security Subsidiary

* BOOK REVIEW: Merchants of Debt

                          *********

ADELPHIA COMMS: Postpones 7.5% Series E & F Stock Conversion
------------------------------------------------------------
Adelphia Communications Corporation, the Ad Hoc Committee of
Senior Preferred Shareholders, Leonard Tow, Claire Tow, The Claire
Tow Trust, et al., and Highbridge Capital Corporation agreed to
provide for an additional deferral of the conversion dates of the
Debtors' 7.5% Series E and Series F Mandatory Convertible
Preferred Stock.

In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, the parties agreed that:

    a. Any conversion of the Series E or Series F Preferred Stock
       is further postponed and enjoined until April 4, 2005, or
       until an earlier date as may be set by the Court.  The
       postponement is without prejudice to the parties' rights or
       to any further postponement of the conversion dates;

    b. Any conversion of the Series E or Series F Preferred Stock
       in violation of the Stipulation will be null and void ab
       initio; and

    c. The conversion restrictions applicable to ACOM's equity
       securities as established in the Stipulation will be
       effective as to holders of the securities and their
       transferees, despite any contrary provisions or
       requirements of Sections 151(f) and 202 of the Delaware
       General Corporate Law.

              ACOM Amends Certificates of Designations

In a regulatory filing with the Securities and Exchange
Commission, ACOM disclosed that on March 3, 2005, it formally
amended the certificates of designations relating to its 7.5%
Series E Mandatory Convertible Preferred Stock and its 7.5%
Series F Mandatory Convertible Preferred Stock.  The Certificates
of Designations were amended to reflect the postponement of the
conversion of the Series E and Series F Preferred Stock into
shares of ACOM's Class A Common Stock, par value $0.01 per share,
to the extent that the conversions were not already stayed by
ACOM's bankruptcy filing.

Pursuant to the terms of the Certificates of Designations, all
shares of Series E and Series F Preferred Stock will
automatically convert on March 1, 2005, into that number of
shares of Class A Common Stock determined based on a certain
conversion ratio.  The Amendments replace the date March 1, 2005,
with April 4, 2005, in the provision relating to the automatic
conversion.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 81; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Wants Exit Facility Commitments Extended
--------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of New York, in June 2004, authorized Adelphia
Communications Corporation and its debtor-affiliates to enter into
a commitment letter and related documents for an $8.8 billion exit
financing facility.  The Court ascertained that the Debtors' entry
into the Exit Commitment Documents represented an exercise of
sound business judgment and is supported by good reasons.  The
Existing Exit Facility commitments will expire on June 30, 2005,
unless the Court confirms a plan of reorganization by that date.

The Debtors filed their First Amended Joint Plan of
Reorganization and related Disclosure Statement on February 4,
2005.  According to Paul V. Shalhoub, Esq., at Willkie Farr &
Gallagher, in New York, the Debtors have not pursued approval of
the Amended Disclosure Statement or confirmation of the Amended
Plan for a number of reasons, including:

    -- various complexities related to the auction process;

    -- numerous unresolved intercreditor issues; and

    -- outstanding issues with the Securities and Exchange
       Commission and the Department of Justice that, if and when
       resolved, could have a material effect on projected
       recoveries.

As part of their dual-track strategy, the Debtors are now in the
process of clarifying, refining and evaluating the terms of the
final sale bids that were received at the end of January 2005.
At the conclusion of that process, in the event that the Debtors
determine not to pursue a sale of the company, it is vitally
important that they continue to have access to the Exit Facility,
Mr. Shalhoub asserts.

To ensure the continued availability of the Exit Facility
commitment with respect to the Existing Exit Commitment
Documents, the Debtors negotiated a Commitment Letter Amendment
and a Fee Letter Amendment with the Arranger Group:

    -- J.P. Morgan Securities, Inc.;

    -- Citigroup Global Markets, Inc.;

    -- Credit Suisse First Boston, acting through its Cayman
       Islands Branch;

    -- Deutsche Bank Securities, Inc.; and

    -- their lending affiliates.

By this motion, the ACOM Debtors ask the Court to approve an
extension of the Exit Facility commitments pursuant to the terms
of the Commitment Letter Amendment and the Fee Letter Amendment.

Pursuant to the Commitment Letter Amendment, the commitments will
be extended until December 31, 2005, unless the Amended Plan is
confirmed by that date, in which case the Debtors may request a
deadline extension for up to 180 days as they work towards the
goal of consummating the plan.

Mr. Shalhoub relates that under the terms of the Existing Fee
Letter, certain commitment fees accrue with respect to the $5.5
billion commitment of the exit lenders in respect of the senior
secured credit facilities contemplated by the Existing Commitment
Letter and the $3.3 billion senior unsecured bridge facility
contemplated by the Existing Commitment Letter.  Currently, those
commitment fees are not payable until the earlier to occur of:

    -- the closing date of the Exit Facilities; and

    -- the date that all commitments of the exit lenders under the
       Existing Commitment Letter, are terminated or, expire
       pursuant to its terms.

Pursuant to the Fee Letter Amendment, the Debtors will pay on
June 30, 2005, the accrued and unpaid commitment fees in respect
of the Bank Facilities and the Bridge Facility.  The accrued and
unpaid commitment fees in respect of the facilities are estimated
to aggregate $53 million on June 30, 2005.  From and after
June 30, 2005, the commitment fees will continue to accrue on the
terms set forth in the Existing Fee Letter, as amended, and
therefore will not be payable until the extended Payment Date.

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


http://www.sec.gov/Archives/edgar/data/796486/000104746905006178/a2153411zex
-99_1.htm

The Debtors, Mr. Shalhoub tells the Court, were able to procure
the Arranger Group's agreement to extend the Exit Facility
commitment without having to pay any extension fee.

Continuation of the Exit Facility also preserves a viable
alternative to the sale process, Mr. Shalhoub adds.

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


ADVANCED COMMS: Gets Control Over Pacific Magtron After Stock Buy
-----------------------------------------------------------------
Advanced Communications Technology, Inc., completed the
acquisition of 6,454,300 shares of the common stock of Pacific
Magtron International Corp., from Theodore S. Li and Hui Cynthia
Lee pursuant to the terms of a Stock Purchase Agreement, dated
December 10, 2004, between the Company, Mr. Li and Ms. Lee.  The
PMIC Shares represent 61.56% of the currently issued and
outstanding common stock of PMIC.  PMIC is primarily engaged in
the business of distributing computer peripheral products, such as
components and multimedia and systems networking products, through
its wholly owned subsidiaries.  PMIC's common stock trades on the
Over the Counter Bulletin Board, and PMIC files separate periodic
reports with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended.

Advanced Communications Technology, Inc., is a publicly traded New
York City-based vertically integrated technology and services
holding company that, through its majority owned subsidiary,
Pacific Magtron International Corp., distributes hardware
components, computer systems and software products, and through
its wholly owned subsidiary and principal operating unit Encompass
Group Affiliates, Inc., provides board-level repair of technical
products to third party warranty companies, OEMs, national
retailers and national office equipment dealers.  Service options
include advance exchange, depot repair, call center support, parts
and warranty management for office equipment, fax machines,
printers, scanners, laptop computers, monitors, multi-function
units, including high-end consumer electronics such as PDAs and
digital cameras.  Additionally, through its wholly owned
investment subsidiary Hudson Street Investments, Inc., the Company
makes strategic minority investments in both public and private
companies.

                         *     *     *

Advanced Communications Technology Inc.'s reported negative cash
flow from operations of $201,477 in the quarter ending December
31, 2004, and reported a working capital deficiency of $2,398,437
as of December 31, 2004.  These factors, the company's auditors
say, raise substantial doubt about Advanced Communications'
ability to continue as a going concern.


ADVANCED COMMS: Yorkville Mgt. Interest Redeemed for $2.6 Million
-----------------------------------------------------------------
Advanced Communications Technology Inc.'s said that on January 31,
2005, the Managing Member of Yorkville Advisors Management LLC
announced that the partnership will begin winding up its affairs
and is expected to dissolve later this year.  Subsequently, on
February 11, 2005, the Company's partnership interest in Yorkville
Advisors Management LLC was redeemed in full for $2,625,000.

The Company used $1,825,000 of redemption proceeds to reduce its
outstanding short-term obligation to Cornell Capital Partners,
L.P. from $2,000,000 to $275,000, after paying extension and legal
fees of $100,000.  The promissory note was extended to June 30,
2005 and will bear interest at a rate of 10% commencing
February 10, 2005.  Previously, the promissory note was non-
interest bearing.  The Company will receive $800,000 of cash
proceeds from the redemption.

On February 11, 2005, Cornell Capital Partners, L.P has indicated
their intent to convert the balance of the convertible note, in
the amount of $77,500 of principal and $38,588 of accrued
interest, at $.001 per share, into 116,088,000 shares of common
stock.

Advanced Communications Technology has financed its acquisitions
and investments principally with short-term borrowings  through
its Equity Line of Credit with Cornell Capital Partners, L.P. and
cash received in exchange for the issuance of 4,200 shares of
Series A Convertible Preferred Stock to Cornell Capital.  Advanced
Communications has funded its ongoing operations through cash
distributions received from:

     (i) its investment in an investment management partnership,
         and

    (ii) working capital generated by Cyber-Test, its core
         operating business.

The Company's cash and cash equivalents totaled $1,376,917 at
December 31, 2004.

The Company is currently in the process of exploring various
alternative sources of financing to reduce its reliance on the
Equity Line of Credit with Cornell Capital and the dilutive effect
such facility has on the Company's stock price.  It is also
currently in discussions with Cornell Capital, banking
institutions and other institutional investors to secure up to a
$20 million acquisition debt facility to be used by it for the
purpose of acquiring private and public companies in the
technology and service industry that it believes will be accretive
to its business.  These discussions are in the preliminary stages.
Although Advanced Communications Technology intends to find
alternative financing to its Equity Line of Credit, there can be
no assurance that it will be able to find a lender or lenders that
would provide it with financing at suitable rates of interest, if
at all.  In addition, there is no guarantee that the Company will
be able to secure financing to permit it to pursue strategic
acquisitions and investments.

Management believes that the Company's existing sources of
liquidity including cash resources, cash provided by operating
activities and cash to be received from the redemption of its
Yorkville Advisors membership interest will provide sufficient
resources to meet its present and future working capital and cash
requirements for at least the next 12 months.  Management does not
anticipate making any further advances under the Equity Line of
Credit.

The Company had total liabilities of $15,154,409 as of December
31, 2004 versus $6,571,877 as of June 30, 2004.

Advanced Communications Technology, Inc., is a publicly traded New
York City-based vertically integrated technology and services
holding company that, through its majority owned subsidiary,
Pacific Magtron International Corp., distributes hardware
components, computer systems and software products, and through
its wholly owned subsidiary and principal operating unit Encompass
Group Affiliates, Inc., provides board-level repair of technical
products to third party warranty companies, OEMs, national
retailers and national office equipment dealers.  Service options
include advance exchange, depot repair, call center support, parts
and warranty management for office equipment, fax machines,
printers, scanners, laptop computers, monitors, multi-function
units, including high-end consumer electronics such as PDAs and
digital cameras.  Additionally, through its wholly owned
investment subsidiary Hudson Street Investments, Inc., the Company
makes strategic minority investments in both public and private
companies.

                         *     *     *

Advanced Communications Technology Inc.'s reported negative cash
flow from operations of $201,477 in the quarter ending December
31, 2004, and reported a working capital deficiency of $2,398,437
as of December 31, 2004.  These factors, the company's auditors
say, raise substantial doubt about Advanced Communications'
ability to continue as a going concern.


ALLIANCE GAMING: Fitch Assigns Single B Rating to Bank Loan
-----------------------------------------------------------
Fitch Ratings assigned a 'B' rating to the secured bank debt of
Alliance Gaming Corp. (NYSE: AGI).  The facility comprises a
$317.5 million term loan and a $75 million undrawn revolver.  The
Rating Outlook is Negative.  Ratings reflect the precipitous
decline in AGI's operating performance in recent quarters, its
increasingly constrained liquidity, and a high risk of further
covenant breaches over the next two quarters if operating results
do not improve.  AGI is facing increased competition from better-
capitalized operators and generally weak projected industry demand
through at least 2007.  Turnaround of operations is contingent on
the successful release of a relatively unproven technology
platform -- Alpha -- in May 2005.

Continued cost-cutting (as the company strives to meet second-half
profitability expectations) and top management changes in recent
quarters could make roll-out targets difficult to meet, and sales
may be pressured by reliability concerns and content issues that
have plagued AGI in the past.

In general, industry demand has been affected by a variety of
challenges over the past two quarters.  First, the shorter
replacement cycle driven by cashless slot technology (which drove
record earnings growth over the past couple of years) largely
peaked at the end of fiscal 2004.  Second, expansions of slot
machines into new jurisdictions such as New York, California, and
Pennsylvania, as well as the U.K. have taken much longer than
previously expected, and are now more likely to be calendar year
2006 events.  Third, re-emergence of WMS Industries as an
industry player has intensified an already competitive market.

Over the past year, WMS has grown market share of slot sales to
15% from almost nothing, largely at the expense of existing
suppliers.  On a company-specific level, AGI is struggling to
maintain market share in key markets due to its limited content
and relatively weak legacy software platform.  Problems with its
EVO video platform, which caused slot downtime issues, have raised
concerns of product unreliability and hurt sales.  AGI also faces
declining market share in its systems business, which is clearly
being successfully targeted by its much better capitalized
competitor, International Game Technology -- IGT.

IGT has won the contracts for both major casino openings this year
(WYNN Las Vegas and Lake Charles).  AGI's research and development
spending is a fraction of IGT's, making it very difficult to
retain its leading position in this market.  Recent acquisitions
(most notably that of Sierra Design Group) have taken a toll on
margins, and AGI is still struggling to absorb high related costs.
Management has acknowledged that it lost focus during the
transition to a new CEO in recent quarters and underestimated the
strength of competitors' offerings.  This has precluded management
from providing reliable forward guidance and has raised
uncertainty regarding their ability to engineer a turn-around.

Management has indicated that it expects operating results to
rebound in the second-half of the year.  Catalysts for the
turn-around may include pent-up demand from mega-merger
participants' postclosings and/or release of the Alpha platform in
April, followed by the enhanced Game Maker II platform shortly
thereafter.  Alpha is apparently testing well; however, continued
aggressive cost-cutting to meet second-half profitability
expectations may make it more difficult for AGI to remain on
track.

In addition, continued reliability concerns and/or a lack of
content may continue to hinder sales.

                     Balance Sheet/Liquidity

AGI's turnaround may also be hindered by a seriously constrained
balance sheet and limited liquidity.  In December 2004, the
company was forced to seek covenant relief to accommodate quarter-
end leverage of 3.9 times.  AGI's bank group agreed to increase
leverage covenant levels over the next three respective quarters
to 4.25x, 4.50x, and 4.75x, while increasing pricing and reducing
revolver availability to $75 million from $125 million.  While
management has expressed confidence that there is sufficient
cushion in the amended covenants, Fitch believes compliance with
these levels would require a strong second-half rebound (i.e.
second-half EBITDA in the range of $45 million-$55 million versus
$25 million in the first half), which may not materialize.

Liquidity consists of $15 million in cash (excluding cage cash and
jackpot reserves) and $18 million under the revolver, access to
which is currently constrained by high leverage.  AGI's cash
levels declined from $30 million in the previous quarter,
reflecting negative free cash flow for the second consecutive
quarter.

Management expects availability under the revolver to expand to
$40 million as covenants loosen, but this implies strong second-
half EBITDA growth, which is questionable.  Nonetheless, with less
than $40 million in maturities prior to 2009, a liquidity crisis
is not imminent provided the bank group grants additional waivers
over the short term if necessary.  Notably, sale of the Rainbow
Casino at the current time is unlikely to bolster liquidity, as
proceeds would reduce the size of the bank facility and is also
currently a key source of cash flow.

                       Recovery Prospects

Recovery prospects in a liquidation scenario appear questionable
despite the significant level of capital invested in AGI
technology.  Goodwill and intangible assets represent a material
37% of total assets.  These assets are notoriously hard to value,
and regulatory restrictions can make their sale to outsiders
difficult.

Various intangibles are currently subject to patent infringement
lawsuits brought on by players such as IGT, Shuffle-Master, and
Action Gaming.  AGI has very little in the way of hard assets
aside from the Rainbow Casino property, and asset quality appears
to be deteriorating.  AGI has written down $14.3 million fiscal
year-to-date as it migrates to the Alpha platform, and further
impairments are possible.  Receivables have dropped sharply in
recent quarters and receivable provisions increased.  At the same
time, more short-lived gaming equipment assets continue to rise.

This rating has been initiated by Fitch as a service to its
subscribers and investors.  It is based principally on publicly
available information.


AMCAST INDUSTRIAL: Taps PricewaterhouseCoopers as Tax Consultant
----------------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
Southern District of Ohio, Western Division, at Dayton, to retain
PricewaterhouseCoopers LLP as their tax consultant, nunc pro tunc
to Nov. 30, 2004.

The Debtors chose PwC due to the Firm's extensive tax expertise
and an excellent reputation in the tax consulting field.  PwC did
prepetition tax consulting services for the Debtors which gave the
Firm a thorough knowledge of the Debtors' businesses, financial
affairs and capital structure.

In the Debtors' bankruptcy proceeding, PwC says it will perform
these tasks:

    a) prepare a return to accrual reconciliation;

    b) roll over provision model from prior year or quarter;

    c) roll forward balance sheet accounts and agree to the
       general ledger;

    d) review activity in balance sheet tax accounts and propose
       correcting entry if any;

    e) obtain general ledgers/book income from accounting system;

    f) compute/estimate book tax differences;

    g) compute/estimate state adjustments and apportionment;

    h) compute U.S. and state provisions (finalize provision
       taxable income);

    i) calculate impact of any foreign operations, income
       inclusions, and other tax related calculations on the world
       wide tax accrual;

    j) review jurisdictional (foreign and state) taxable income
       and tax provision calculations including tax rates used in
       computing foreign and state taxes;

    k) compute jurisdictional current and deferred liabilities
       including schedule of deferred tax assets and liabilities;

    l) prepare a summary of significant components of the
       worldwide effective tax rate; and

    m) assist with the information necessary to prepare journal
       entries.

The Firm's professionals' customary hourly billing rates are:

        Designation               Tax Consulting Rate
        -----------               -------------------
        Partner                          $395
        Director                          320
        Senior Manager/Manager            275
        Senior Associate                  185
        Associate                         125
        Paraprofessional                  n/a

Douglas K. Thede, a Senior Manager at PwC, assures the Court that
Firm holds no interest materially adverse to the Debtors and their
estates.

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


AMERICAN AIRLINES: Union Presidents Support Pension Legislation
---------------------------------------------------------------
American Airlines and the presidents of the three labor unions
representing AA pilots, flight attendants, aircraft maintenance
technicians, plant maintenance employees, fleet service employees,
ground service employees, technical specialists, flight
dispatchers, stock clerks, flight simulator technicians, ground
school, flight simulator and pilot simulator instructors at
American jointly issued a statement regarding defined benefit
pension plan legislation:

"We support pension reform that does not discriminate based on the
credit rating of the plan sponsor, and that better protects
employees' retirement benefits by making it more flexible and
affordable for companies to fund them, by:

     (1) Maintaining the flexibility to continue defined benefit
         plans as an effective means to provide retirement
         security.

     (2) Reasonably extending the number of years companies would
         have to make up the unfunded portions of their plans.

     (3) Setting reasonable interest rates to determine plan
         liabilities.

     (4) Providing simpler, better, and more timely disclosure of
         important pension plan data.

     (5) Providing an increase in permitted contributions.

     (6) Supporting the concept that benefit plans be charged risk
         adjusted premiums by the Pension Benefit Guaranty
         Corporation.

"We support a ban on preferential funding of Supplemental
Executive Retirement Programs while the minimum contributions are
not being made to the corporate defined benefit plans.

"We also support legislation that would provide pension relief to
companies that freeze their plans through the collective
bargaining process, in accordance with the principles above,
rather than terminating them in bankruptcy."

When the men and women of American Airlines consensually
restructured their wages, work rules and benefits in 2003 to
deliver the savings needed to avoid bankruptcy at the time, they
chose to do so in a way that allowed them to preserve their
defined benefit pension plans.  And, despite difficult economic
challenges, the company continues to meet its pension funding
obligations.  These actions demonstrate that companies must try to
protect the retirement benefits that have been promised to their
people.  To do this, American must continue to work
collaboratively with all stakeholders under its Turnaround Plan to
return to profitability.  This also underscores the need for
reasonable pension reform legislation that better and more fairly
protects employee retirement benefits by making it more affordable
and flexible for companies to fund defined benefit plans.

   Gerard J. Arpey                  Captain Ralph Hunter
   Chairman, President and CEO      President
   American Airlines                Allied Pilots Association

   Tommie L. Hutto-Blake            James C. Little
   President                        International Executive VP
   Association of Professional      Director, Air Transport Div.
   Flight Attendants                Transport Workers Union of
                                    America, AFL-CIO

                            About APA

Founded in 1963, APA is headquartered in Fort Worth, Texas. The
APA currently represents over 13,000 pilots.  There are currently
2,819 American Airlines pilots on furlough.  The furloughs began
shortly after the September 11, 2001 attacks.  Also, several
hundred American Airlines pilots are on full-time military leave
of absence serving in the armed forces.  The union's Web site
address is http://www.alliedpilots.org/

                           About APFA

The Association of Professional Flight Attendants (APFA) is the
largest independent Flight Attendant union in the nation. It
represents more than 25,000 Flight Attendants at American
Airlines, including 4,240 Flight Attendants who have been on
furlough following the events of 9/11. Visit online at
http://www.apfa.org/

                            About TWU

Founded in 1934, the TWU represents nearly 125,000 workers in the
nation's transportation industries, including 55,000 workers in
the airline and government service industry in virtually all Class
and Crafts. The Airlines Division represents 42 Locals 59 labor
contracts. The Airline Division website is http://www.twuatd.org/

                     About American Airlines

American Airlines is the world's largest airline.  American,
American Eagle and the AmericanConnection regional airlines serve
more than 250 cities in over 40 countries with more than 3,800
daily flights. The combined network fleet numbers more than 1,000
aircraft.  American's award- winning Web site --
http://www.AA.com/-- provides users with easy access to check and
book fares, plus personalized news, information and travel offers.
American Airlines is a founding member of the oneworld Alliance,
which brings together some of the best and biggest names in the
airline business, enabling them to offer their customers more
services and benefits than any airline can provide on its own.
Together, its members serve more than 600 destinations in over 135
countries and territories.  American Airlines, Inc. and American
Eagle are subsidiaries of AMR Corporation (NYSE: AMR).

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its ratings on American
Airlines Inc.'s (B-/Stable/--) equipment trust certificates on
CreditWatch with negative implications.  The rating action does
not affect issues that are supported by bond insurance policies.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.

At December 31, 2004, AMR Corp.'s balance sheet shows that
liabilities exceed assets by $581 million.


AMERICAN TIRE: S&P Junks Proposed $330 Million Senior Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
proposed $130 million senior floating-rate notes of American Tire
Distributors Inc., due 2012 to 'CCC+' from 'B-' and assigned a
'CCC+' rating to the company's proposed $200 million senior notes
due 2013.

At the same time, the 'B' corporate credit rating on the company
was affirmed, and the 'CCC+' rating on its proposed $200 million
senior subordinated notes due 2015 was withdrawn.

Huntersville, North Carolina-based ATD has pro forma total debt of
about $600 million including the present value of operating
leases.  The rating outlook is stable.

"The rating actions reflect proposed changes to ATD's financing
plans associated with the purchase of the company by unrated
Investcorp S.A.," said Standard & Poor's credit analyst Martin
King. "ATD has abandoned plans to issue $200 million of
subordinated notes and replaced it with a $200 million senior note
offering. The lowering of the rating on the senior floating-rate
notes reflects the increased amount of senior unsecured debt in
the capital structure, which dilutes recovery prospects for all
senior unsecured note holders.  There is no change to the pro
forma total debt levels of the company or to its credit
statistics."

"The stable outlook reflects the expectation that market
conditions will remain stable, earnings and cash flow will
increase gradually, and debt leverage will decline during the next
two years," Mr. King said. "Upside potential is limited by a heavy
debt load and the modest scale of operations.  Downside risk is
limited by stable demand and ATD's positive free cash flow."

ATD is the largest wholesale distributor of passenger-car and
light-truck tires to the $24 billion U.S. replacement-tire
industry.


AMERICAN HEALTHCARE: Taps Scroggins & Williamson as Bankr. Counsel
------------------------------------------------------------------
American Healthcare Services, Inc., and its debtor-affiliate,
American Physician Services, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Georgia for permission to employ
Scroggins & Williamson as its general bankruptcy counsel.

Scroggins & Williamson is expected to:

   a) prepare the Debtors' pleadings and applications and
      assist in the conduct of examinations;

   b) advise the Debtors' of their rights, duties and obligations
      as debtors-in-possession in the continued operation and
      management of their business;

   c) consult with the Debtors and represent them with respect to
      formulating a disclosure statement and plan of
      reorganization;

   d) perform legal services incidental and necessary to the day-
      to-day operation of the Debtors' business, including,
      institution and prosecution of necessary legal proceedings,
      and general business and corporate legal advice and
      assistance; and

   e) take any and all other actions incidental to the proper
      preservation and administration of the Debtors' estates and
      businesses.

J. Robert Williamson, Esq., a Member at Scroggins & Williamson, is
the lead attorney for the Debtors. Mr. Williamson discloses that
the Firm received a $50,000 retainer.

Mr. Williamson reports Scroggins & Williamson's professionals
bill:

    Designation           Hourly Rate
    -----------           -----------
    Counsels              $210 - $305
    Legal Assistants          $75

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

Headquartered in Roswell, Georgia, American Healthcare Services,
Inc. -- http://www.american-healthcare-services.com/-- provides
practice management to physicians and other health care providers
who work in the fields of ear, nose, throat and head and neck
medicine, including financial and administrative management
services.  The Company and its debtor-affiliate filed for chapter
11 protection on March 11, 2005 (Bankr. N.D. Ga. Case No.
05-64660).  When the Debtors filed for protection from their
creditors, they listed estimated assets of $1 million to $10
million and estimated debts of $10 million to $100 million.


AMERICAN HEALTHCARE: Section 341(a) Meeting Slated for April 21
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of American
Healthcare Services, Inc., and its debtor-affiliate's creditors at
9:00 a.m., on April 21, 2005, in Room 365 at the Russell Federal
Building, 75 Spring Street SW, Atlanta, Georgia 70130.  This is
the first meeting of creditors required under U.S.C. Sec. 341(a)
in all bankruptcy cases.

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 Roswell, Georgia, American Healthcare Services,
Inc. -- http://www.american-healthcare-services.com/-- provides
practice management to physicians and other health care providers
who work in the fields of ear, nose, throat and head and neck
medicine, including financial and administrative management
services.  The Company and its debtor-affiliate filed for chapter
11 protection on March 11, 2005 (Bankr. N.D. Ga. Case No. 05-
64660).  J. Robert Williamson, Esq., at Scroggins & Williamson
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $100 million.


AMI SEMICONDUCTOR: Extends Tender Offer Until March 23
------------------------------------------------------
AMI Semiconductor, Inc., a wholly owned subsidiary of AMIS
Holdings, Inc. (Nasdaq: AMIS), is amending its previously
announced tender offer and consent solicitation for its
outstanding 10-3/4% Senior Subordinated Notes due 2013 by:

     (i) extending the Consent Date to 5:00 p.m., New York City
         time, on March 23, 2005, unless further extended or
         terminated,

    (ii) extending the Expiration Date to 11:59 p.m., New York
         City time, on April 6, 2005, unless further extended or
         terminated,

   (iii) increasing the Total Consideration for each $1,000
         principal amount of the Notes tendered by the Consent
         Date to $1,214.45 (which includes a Consent Payment of
         $30.00 per $1,000 principal amount of Notes tendered and
         accepted for purchase pursuant to the offer by the
         Consent Date) and

    (iv) increasing the Tender Offer Consideration for each $1,000
         principal amount of the Notes tendered by the Expiration
         Date to $1,184.45.

In addition, the Company currently expects to have a Payment Date
of April 1, 2005 for the Notes tendered in the tender offer and
the consents delivered pursuant to the solicitation by 5:00 p.m.,
New York City time, on March 31, 2005 and a Payment Date of
April 7, 2005, for Notes tendered in the tender offer thereafter
but before 11:59 p.m., New York City time, on April 6, 2005.

The increased tender offer consideration was determined based on a
yield to maturity of 3.912% on the 3.375% U.S. Treasury Note due
February 15, 2008, plus 50 basis points, resulting in a Tender
Offer Yield of 4.412%.  Holders who properly tender will also be
paid accrued and unpaid interest, if any, up to, but not
including, the payment date.  In order to receive the Consent
Payment of $30.00 per $1,000 principal amount of Notes, holders
must tender their Notes and deliver their consents on or prior to
5:00 p.m., New York City time, on March 23, 2005, unless extended.
Holders who tender after 5:00 p.m., New York City time, on the
Consent Date will not receive the Consent Payment.

The Notes are being tendered pursuant to the Company's Offer to
Purchase and Consent Solicitation Statement dated March 2, 2005,
which more fully sets forth the terms and conditions of the cash
tender offer to purchase any and all of the outstanding principal
amount of the Notes as well as the consent solicitation to
eliminate substantially all of the restrictive covenants and
certain events of default contained in the Indenture governing the
Notes.  This press release supercedes the terms of the Company's
Offer to Purchase and Consent Solicitation Statement to the extent
the terms contained herein are inconsistent with the terms
contained therein.

The Company's obligation to accept for purchase any Notes validly
tendered pursuant to the tender offer and its obligation to make
consent payments for consents validly delivered on or prior to the
Consent Date are conditioned upon satisfaction or waiver of
various conditions.  These conditions include, but are not limited
to, the Company entering into a new senior secured credit facility
and receipt of the proceeds thereunder to fund a portion of the
amount necessary to pay the total consideration.  The entering
into a new senior secured credit facility, and the terms thereof,
are subject to the negotiation and execution of definitive
documents and various customary conditions.  In the event that the
tender offer and the consent solicitation are withdrawn or
otherwise not completed, the tender offer consideration and the
consent payment will not be paid or become payable to holders of
the Notes who have tendered their notes and delivered consents.

This announcement is not an offer to purchase, a solicitation of
an offer to sell or a solicitation of consent with respect to any
Notes.  The full terms of the tender offer and the consent
solicitation are set forth in the Company's Offer to Purchase and
Consent Solicitation Statement, dated March 2, 2005, and in the
related Consent and Letter of Transmittal, each of which is
superceded by this press release to the extent that the terms
contained herein are inconsistent with the terms contained
therein.  Capitalized terms used herein but not otherwise defined
herein have the meanings ascribed to them in the Offer to Purchase
and Consent Solicitation Statement.

Credit Suisse First Boston LLC is the Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer and consent solicitation
should be directed to CSFB at 800-820-1653 (Toll Free) or 212-325-
3784. Requests for documents should be directed to MacKenzie
Partners, Inc., the Information Agent for the tender offer and
consent solicitation, at 105 Madison Avenue, New York, NY 10016,
800-322-2885 (Toll Free).

                        About the Company

AMI Semiconductor -- http://www.amis.com/-- is a leader in the
design and manufacture of silicon solutions for the real world.
As a widely recognized innovator in state-of-the-art integrated
mixed-signal products, mixed-signal foundry services and
structured digital products, AMIS is committed to providing
customers with the optimal value, quickest time-to-market
semiconductor solutions.  Offering unparalleled manufacturing
flexibility and dedication to customer service, AMI Semiconductor
operates globally with headquarters in Pocatello, Idaho, European
corporate offices in Oudenaarde, Belgium, and a network of sales
and design centers located in the key markets of North America,
Europe and the Asia Pacific region.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2005,
Standard & Poor's Ratings Services revised its outlook on
Pocatello, Idaho-based AMI Semiconductor, Inc., to positive from
stable, reflecting the stable operating performance of its core
automotive, industrial, and medical segments, and modest
deleveraging.

"In addition, Standard & Poor's assigned its 'BB-' bank loan
rating and its '3' recovery rating, indicating meaningful (50-80%)
recovery of principal in the event of default, to the company's
proposed $300 million senior secured facilities," said Standard &
Poor's credit analyst Lucy Patricola.  The corporate credit rating
is affirmed at 'BB-'.


AMRESCO FRANCHISE: Fitch Junks Six Loan Receivables Trusts
----------------------------------------------------------
Fitch Ratings has taken ratings actions on issues for ACLC
Franchise Loan Receivables Trusts and ACLC Business Loan
Receivables Trusts:

   ACLC Franchise Loan Receivables Trust 1997-A:

      Class A-1 affirmed at 'AAA';
      Class A-2 affirmed at 'AAA'.

*Both affirmations are based on the strength of an MBIA insurance
policy.

   ACLC Franchise Loan Receivables Trust 1997-B:

      Class A-1 affirmed at 'AAA';
      Class A-3 affirmed at 'AAA'.

*All affirmations are based on the strength of an MBIA insurance
policy.

   ACLC Business Loan Receivables Trust 1998-1:

      Class A-1 downgraded to 'A' from 'AA';
      Class A-2 downgraded to 'B-' from 'BBB';
      Class A-3 downgraded to 'C' from 'BB-'.

   ACLC Franchise Loan Receivables Trust 1998-A:

      Class A-1c downgraded to 'AA' from 'AAA';
      Class A-2 downgraded to 'A' from 'AA-';
      Class A-3 downgraded to 'B' from 'BB'.

   ACLC Business Loan Receivables Trust 1998-2:

      Class A-2 affirmed at 'AA';
      Class A-3 downgraded to 'A+' from 'AA';
      Class B downgraded to 'BB' from 'A+';
      Class C downgraded to 'CC' from 'BB'.

   ACLC Business Loan Receivables Trust 1999-1:

      Class A-1 affirmed at 'AA-';
      Class A-2 affirmed at 'AA-';
      Class A-3 downgraded to 'A' from 'AA-';
      Class B downgraded to 'CCC' from 'BBB';
      Class C downgraded to 'C' from 'B'.

   ACLC Business Loan Receivables Trust 1999-2:

      Class A-2 affirmed at 'AA';
      Class A-3A affirmed at 'AA';
      Class A-3F affirmed at 'AA';
      Class B affirmed at 'BBB';
      Class C affirmed at 'BBB-';
      Class D affirmed at 'B'.

   ACLC Business Loan Receivables Trust 2000-1:

      Class A-3A affirmed at 'AA';
      Class A-3F affirmed at 'AA';
      Class B downgraded to 'B' from 'BBB';
      Class C downgraded to 'CCC' from 'BBB-';
      Class D downgraded to 'C' from 'B'.

The negative rating actions reflect additional reductions in the
credit enhancement Fitch expects will be available to support each
class in these transactions.  These reductions are based on the
servicer's and Fitch's expected recoveries on defaulted
collateral.

Fitch's recovery expectations are based on historical collateral-
specific recoveries experienced in the franchise ABS sector.
Fitch also took into consideration excess spread generated
from performing collateral and the amount of expected enhancement
relative to top borrower concentrations in each transaction.

Fitch will continue to closely monitor performance of the
transactions, and may raise, lower, or withdraw ratings as
appropriate.


ARMSTRONG WORLD: Court Approves Dal-Tile Settlement Agreement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement agreement inked by Armstrong World Industries,
Inc., and its debtor-affiliates and Dal-Tile International, Inc.

Prior to December 21, 1995, Armstrong World through a wholly owned
subsidiary, owned 100% of the common stock of American Olean Tile
Company, Inc.  Pursuant to a Stock Purchase Agreement dated
December 21, 1995, AWI sold 100% of American Olean's common stock
to Dal-Tile.  The transaction closed on December 29, 1995.
Subsequently, American Olean merged with Dal-Tile and the
surviving company operates under the name "Dal-Tile."  Under the
Stock Purchase Agreement, AWI agreed to indemnify Dal-Tile for
certain specified environmental losses, subject to certain
specified limitations and procedures.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that before December 29, 1995, the
American Olean employees filed workers' compensation claims under
the laws of the various states in which they were employed.
Depending on the date of filing and the state in which a workers'
compensation claim was filed, those compensation claims were to be
handled in one of two ways:

   (i) In certain states and at certain times, American Olean
       workers' compensation claims were to be paid under
       insurance policies that were issued to AWI, but most of
       which identified American Olean as an additional named
       insured; or

  (ii) At certain times in the states of Alabama, New York,
       Pennsylvania, and Tennessee, American Olean workers'
       compensation claims were to be paid by American Olean as
       a qualified self-insured employer.

Following the December 29, 1995 closure, a dispute arose between
AWI and Dal-Tile as to who is responsible for paying the
retrospective premiums and deductibles owed to the insurer with
respect to the Insured American Olean Workers' Compensation
Claims, as well as the Self-Insured American Olean Workers'
Compensation Claims.

On December 28, 2000, Dal-Tile filed Claim No. 3482, asserting
indemnification for environmental losses under the Stock Purchase
Agreement for $1,132,065 and reimbursement of $2,166,282 paid by
Dal-Tile for retrospective premiums with respect to Insured
American Olean Workers' Compensation Claims.  The Dal-Tile Claim
totals $3,298,347.

On January 25, 2001, the Commonwealth of Pennsylvania Bureau of
Workers' Compensation presented a request to Wachovia Bank, N.A.,
to draw down $1,000,000 on Wachovia's Letter of Credit securing
American Olean's obligation as a self-insured employer to pay for
Self-Insured American Olean Workers' Compensation Claims within
the Commonwealth of Pennsylvania.  Wachovia paid the $1,000,000
and filed Claim No. 3513 in AWI's Chapter 11 case asserting, inter
alia, a claim with respect to that amount.  That portion of the
Wachovia Claim has been allowed as a general unsecured claim.

On August 1, 2003, AWI filed an objection to Dal-Tile's Claim and
a counterclaim asserting that AWI did not owe any money to Dal-
Tile and that Dal-Tile owed AWI money with respect to both Insured
American Olean Workers' Compensation Claims and Self-Insured
American Olean Workers' Compensation Claims.

Accordingly, AWI and Dal-Tile have engaged in extensive,
arm's-length negotiations to resolve the disputes among them on a
consensual basis.  As a result of these efforts, the parties
agreed to enter into a settlement agreement.

The salient terms of the Settlement Agreement are:

   (1) The Dal-Tile Claim will be disallowed in its entirety.

   (2) Dal-Tile will pay $1,325,000 in full satisfaction of
       AWI's Counterclaim.  AWI agrees to submit an executed
       stipulation of dismissal of the Counterclaim within 15
       days after receipt of the Settlement Amount.

   (3) The parties will exchange mutual releases with respect to
       all claims arising out of:

       -- the Stock Purchase Agreement;

       -- environmental conditions at any site owned or operated
          by American Olean used for the treatment, storage or
          disposal of American Olean wastes; or

       -- the employment of workers by American Olean, except as
          otherwise specified.

   (4) AWI will indemnify Dal-Tile and will be solely responsible
       for the payment of all retrospective premiums, deductibles
       and other costs related to the insurance policies that
       cover the Insured American Olean Workers' Compensation
       Claims.  Dal-Tile will have no obligation to make those
       payments.

   (5) Dal-Tile will indemnify AWI and will be solely responsible
       for the payment of all Self-Insured American Olean
       Workers' Compensation Claims, including, but not limited
       to, any payments to American Olean workers or to any
       state, whether or not those payment obligations are
       secured by a letter of credit or other security device.
       AWI agrees to assign to Dal-Tile any right and interest
       that it may have in the repayment of any unused funds that
       the Commonwealth of Pennsylvania collected from the
       Wachovia Letter of Credit but which are not spent to
       satisfy Self-Insured American Olean Workers' Compensation
       Claims.  AWI makes no representations or warranties to
       Dal-Tile with respect to whether it has any right or
       interest or whether its rights or interests are superior
       to those of the Commonwealth of Pennsylvania, Wachovia or
       the American Olean Workers themselves.

   (6) The parties will cooperate with each other in handling
       their workers' compensation claims and to promptly provide
       to each other any information they become aware of, or
       that is requested of them, with respect to the other
       party's claims.

AWI recognizes that litigating the merits of its Objection and
Counterclaim may take a substantial amount of time and may subject
its estate to additional costs.  Moreover, AWI believes that the
costs associated with litigating the issues are not justified when
balanced against the obligations it is retaining under the
Dal-Tile Settlement Agreement, especially when there is no
certainty or guaranty that the outcome will be in AWI's favor.

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


ATA AIRLINES: Wants to Reject Citicorp Plaza Lease in Chicago
-------------------------------------------------------------
ATA Airlines, Inc., and American National Bank & Trust Company of
Chicago, as trustee under Trust No. 432427, are parties to the
Citicorp Plaza Office Lease dated May 25, 1995.   The Leased
Premises in Chicago, Illinois, currently houses ATA Airlines'
Chicago reservations center.

According to Jeffrey C. Nelson, Esq., at Baker & Daniels, in
Indianapolis, Indiana, ATA intends to relocate its Chicago
reservations center to Indianapolis, Indiana.  ATA Airlines will
have no further use for the Leased Premises, and anticipates
vacating and surrendering the Leased Premises by March 31, 2005.

Pursuant to Section 365(a) of the Bankruptcy Code, the Debtors
seek Court's authority to walk away from the Citicorp Plaza Lease
on the earlier of:

   (i) the date on which ATA Airlines surrenders full possession
       of the Leased Premises to American National Bank; or

  (ii) March 31, 2005.

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 Seattle & Sarasota Leases
-------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, ATA Airlines, Inc.
and its debtor-affiliates seek the United States Bankruptcy Court
for the Southern District of Indiana's authority to reject two
airport use and lease agreements:

   (1) Port of Seattle Signatory Lease and Operating Agreement
       dated December 13, 2003, by and between the Port of
       Seattle and the Debtors; and

   (2) Operating Agreement and Terminal Building Lease for
       Commuter and Non-Signatory Airlines dated April 17, 1995,
       by and between the Sarasota Manatee Airport Authority and
       the Debtors.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that by April 2005, the Debtors no longer intend
to offer scheduled services at the airports covered by the
Seattle and Sarasota Airport Agreements.  The Debtors will have no
need for the facilities or the rights and privileges afforded
under the Agreements.  The Airport Agreements will become an
unnecessary burden to the Debtors, their estates, and creditors.

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)


BADLANDS AT MORENO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Badlands at Moreno Valley LLC
        15960 Gilman Springs Road
        Moreno Valley, California 92555

Bankruptcy Case No.: 05-12207

Chapter 11 Petition Date: March 11, 2005

Court: Central District of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Steven M. Spector, Esq.
                  Jeffer, Mangels, Butler & Marmaro LLP
                  1900 Avenue of the Stars 7th Floor
                  Los Angeles, CA 90067
                  Tel: 310-203-8080

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Higgs, Fletcher & Mack LLP    Trade debt                 $10,000
P.O. Box 120568
San Diego, CA 92112

Zenith Insurance Co.          Trade debt                  $5,665
4115 Collections Center Dr.
Chicago, IL 60693

Farmer & First                Trade debt                  $5,000
6 State Street
Warren, RI 02885

Club Car                      Trade debt                  $4,741

Chicago Title                 Trade debt                  $3,000

The Press Enterprise          Trade debt                  $1,707

Clearwater Operations Group   Trade debt                  $1,556

Hernet Oil Company            Trade debt                  $1,319

Fore Reservations, Inc.       Trade debt                  $1,100

Anderson Turf Supply          Trade debt                  $1,055

Lubemaster Construction       Trade debt                    $994

Ewing Irrigation Products     Trade debt                    $763

Simplot Partners              Trade debt                    $487

Turf Star, Inc.               Trade debt                    $402

Golf Ventures West            Trade debt                    $393

Standard Insurance            Trade debt                    $389

The Gas Company               Trade debt                    $294

Control Pump                  Trade debt                    $175

CR&R, Inc.                    Trade debt                    $154

Western Star                  Trade debt                    $130


BOMBARDIER INC: S&P Reviewing Low-B Ratings & May Downgrade
-----------------------------------------------------------
Standard & Poor's Ratings Services would keep its ratings on
Bombardier, Inc., and its subsidiaries, on CreditWatch with
negative implications, where they were placed Dec. 13, 2004.  The
ratings remain on CreditWatch pending the company's release of its
annual results, and meetings between Standard & Poor's and the
company's senior management.

"Bombardier recently announced that it would be offering a new C-
series aircraft line for sale aimed at the 110-130 seat segment,"
said Standard & Poor's credit analyst Kenton Freitag.  The
announcement falls short of a full launch, with decisions still to
be made on government and supplier support and the company will be
seeking firm customer commitments prior to launch.  "The company
has estimated development costs of about US$2 billion," added Mr.
Freitag.

The C-series aircraft signals a continuing interest by Bombardier
to compete in the commercial aerospace segment.  Bombardier aims
to exploit a market niche by offering an aircraft that is
comparable in size to Boeing Co. (A/Stable/A-1) and Airbus's
smallest offerings (the 737-600 and A318) and Embraer's largest
aircraft (the 190/195).  The company expects that its aircraft
will be lighter and offer better operating market economics than
current competing offerings and will target airlines that will be
retiring DC-9s and older B-737s.

There are significant risks to new aircraft development.
Development costs frequently balloon beyond original estimates,
market reception is uncertain, and the costs beyond development
(working capital, financing subsidies, and residual value support)
can be onerous.  The market segment that Bombardier is focusing on
has experienced a particularly high failure rate in the past; the
economics would likely need to be very compelling to overcome
concerns about fleet commonality and an unproven operating
history.  Finally, a targeted competitive response to the C-series
from Boeing or Airbus could seriously handicap the jet's potential
for success.

Bombardier estimates that its share of development costs would be
about US$700 million spread out over the next five years, and that
it will substantially finance its portion out of operating cash
flows.  At this time, however, Bombardier's future cash flows are
very uncertain and even modest incremental development costs could
strain the company's financial profile.

Although Standard & Poor's expects to discuss these issues with
management in forthcoming meetings, resolution of the CreditWatch
will be primarily focused on near-term financial issues.

Standard & Poor's subsequently expects to resolve the CreditWatch
in April 2005.  Any downgrade would likely be limited to one or
two notches, provided liquidity remains adequate. Conversely,
ratings could be affirmed if there are indications that the
company's financial position has stabilized.


BOOTH CREEK: Moody's Reviews B3 & Junk Ratings & May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed all ratings of Booth Creek Ski
Holdings, Inc., on review for possible downgrade.

Ratings placed on review:

   * Senior implied rating -- B3

   * Senior unsecured issuer rating -- Caa2

   * US$80 million, 12.5% guaranteed senior notes, due March 15,
     2007, rated Caa1.

The rating action was prompted by Booth Creek's recent
announcement that it was unable to comply with various covenants
under its amended and restated bank credit agreement.  The company
also stated that it anticipates receiving waivers from its lenders
on or before March 21, 2005.

Moody's review will focus on Booth Creek's ability to receive the
necessary waivers from its current bank lender as well as the
company's overall liquidity profile going forward.

Booth Creek Ski Holdings, Inc., headquartered in Vail, Colorado,
is an operator of ski resorts in North America.


BORDEN CHEMICAL: Dec. 31 Balance Sheet Upside-Down by $548.8 Mil.
-----------------------------------------------------------------
Borden Chemical, Inc., reported its results for the fourth quarter
and year ended December 31, 2004.  Highlights include:

   -- quarterly volume growth of 3.7 percent and annual volume
      growth of 6 percent;

   -- quarterly earnings before interest, taxes, depreciation and
      amortization (Segment EBITDA) of $40.2 million, an increase
      of 13.3 percent versus previous year period, and full-year
      segment EBITDA of $154.5 million, an increase of 20.9
      percent over the previous year;

   -- quarterly adjusted EBITDA of $44.7 million and full-year
      adjusted EBITDA of $172.7 million;

   -- quarterly net income of $6.5 million and an annual net loss
      of $179.7 million due to one-time sale related costs and tax
      write-offs.

"Our strong operating results for the fourth quarter and full year
demonstrate the ability of our businesses to generate consistent,
positive results," said Craig O. Morrison, president and chief
executive officer.  "We continue to focus on providing customers
with products and services that solve their application needs,
while managing our margins and controlling costs."

                     Fourth Quarter Results

Sales for the fourth quarter totaled $454.7 million versus
$356.5 million for the same period last year, with the 27.6
percent increase resulting primarily from higher average selling
prices and volume improvement.  The sales volume increase of 3.7
percent for the period reflects continued strength in domestic and
international wood markets, as well as strong volume growth in
industrial resins and oilfield products.

Earnings before interest, taxes, depreciation and amortization
(Segment EBITDA) totaled $40.2 million for the quarter versus
$35.5 million for the fourth quarter 2003.  Higher volumes and
selling prices more than offset increased raw material costs
during the period.  Adjusted EBITDA for the quarter was
$44.7 million.

The company's operating income for the quarter was $22.9 million
versus operating income of $5 million for the previous year
period, with the increase driven largely by improved margins and a
$11 million decrease in business realignment expense and
impairments versus the fourth quarter 2003.

The company recorded net income for the fourth quarter period of
$6.5 million compared with a net loss of $4.8 million for the
fourth quarter 2003. The improvement was due primarily to enhanced
operating results, which were partially offset by higher interest
expense.

                Quarterly Business Segment Results

North American Forest Products

North American Forest Products net sales increased $60.2 million,
or 32.7 percent, to $244 million in the fourth quarter compared
with the same period in 2003, while Segment EBITDA increased $5.6
million, or 24.2 percent. The sales increase resulted from
improved volumes reflecting continued strength in the housing and
furniture markets and strong board pricing. The sales increase
also resulted from Borden Chemical's ability to pass through raw
material price increases, and favorable product mix. The Segment
EBITDA improvement primarily reflects improved product
contribution margins despite record high costs for key raw
materials, as well as reduced operating costs.

North American Performance Resins

North American Performance Resins net sales increased $24.1
million, or 27.5 percent, to $111.9 million during the period from
the previous year period, primarily due to improved volumes and
increased selling prices. Volume improvements in the foundry
resins, industrial and oilfield resins businesses were partially
offset by volume declines in the laminate and melamine derivatives
segment. Segment EBITDA increased $1.9 million, or 17.2 percent,
versus the comparable period last year driven by sales and volume
improvements as well as improved product mix.

International Operations

International net sales increased $13.9 million, or 16.4 percent,
to $98.8 million in the fourth quarter compared to the same period
in 2003. Improved European volumes, higher selling prices related
to the pass through of increased raw material costs and foreign
currency translation across all regions were the significant
factors driving the sales increase. Segment EBITDA decreased $0.8
million, or 8.9 percent, reflecting reduced margins due to pricing
pressures as well as costs of $1.3 million associated with a
mechanical failure at a Brazilian formaldehyde plant. The company
believes the majority of the impact of the mechanical failure is
covered by insurance.

                        Results for 2004

For the full year ended December 31, 2004, Borden Chemical
generated sales of $1.69 billion compared with sales of $1.43
billion for the same period in 2003. Operating income was $73.6
million versus $66.5 million in 2003. Segment EBITDA was $154.5
million, versus $127.7 million for 2003. Year-over-year sales
volumes increased 6 percent. The company recorded a net loss of
$179.7 million for the year, compared with 2003 net income of $23
million. The 2004 loss included a non-cash charge of $137.1
million recorded in the second quarter related to the company's
ability to utilize net deferred tax assets on a go-forward basis,
and $69 million in legacy legal, unusual and transaction-related
expenses. Adjusted EBITDA for the year was $172.7 million.

                 Update on Bakelite Acquisition

On October 7, Borden Chemical announced the signing of a
definitive agreement to acquire Bakelite AG from its parent
company, Rutgers AG.  Borden Chemical will use a combination of
debt and cash to finance the transaction. The company anticipates
closing the acquisition in the second quarter 2005.

                        About the Company

Borden Chemical -- http://www.bordenchem.com/-- is a leading
producer of binding and bonding resins, performance adhesives, and
the building-block chemical formaldehyde for various wood and
industrial markets through its network of 48 manufacturing
facilities in 9 countries.  The company is owned by the investment
firm Apollo Management, L.P. and is based in Columbus, Ohio.

At Dec. 31, 2004, Borden Chemical's balance sheet showed a
$548,825,000 stockholders' deficit, compared to a $96,193,000
deficit at Dec. 31, 2003.


BROWN SHOE: S&P Keeps Eye on BB Credit Rating & May Downgrade
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating for Brown Shoe Co. Inc., on CreditWatch with
negative implications.  The rating action follows Brown Shoe's
recent announcement that it has entered into a definitive
agreement to acquire privately held Bennett Footwear Group LLC for
$205 million in cash, representing a 2004 EBITDA multiple of
6x-7x.  In addition, terms provide for performance-based payments
of up to $42.5 million over a three-year period if certain
financial targets are met.  Bennett owns and licenses footwear
brands in the better and bridge categories, and generated sales of
about $200 million in 2004.

The acquisition will be funded initially with a bridge credit
facility, borrowings under an existing $350 million revolving
credit facility, and cash on hand.  However, Brown Shoe plans to
issue long-term notes of about $150 million-$175 million to
refinance the acquisition costs.

"Although the acquisition is expected to broaden Brown Shoe's
wholesale product portfolio into the better and bridge categories
from it current focus on the moderate segment, it increases the
company's financial risk," said Standard & Poor's credit analyst
Ana Lai.  "The increased debt borrowings to partly fund the
acquisition are expected to weaken Brown Shoe's credit protection
measures.  Debt leverage is expected to increase, with pro forma
total debt to EBITDA reaching about 4.6x from about 3.9x for the
fiscal year ended Jan. 29, 2005, and EBITDA interest coverage
dropping to the mid 2x area from about 3.0x."

To resolve the CreditWatch listing, Standard & Poor's will meet
with Brown Shoe's management to discuss its business and financial
strategies, as well as to assess the business risk of the combined
company and the new capital structure to fund the acquisition.


CATHOLIC CHURCH: Tucson Gets More Time to Assume Triple Net Lease
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter, Nov. 26,
2004, The Diocese of Tucson and the Catholic Foundation for the
Diocese of Tucson are parties to a Triple Net Lease dated June 20,
3003.  Under the Lease, the Diocese leases non-residential real
property from the Catholic Foundation, specially the office
building located at 111 South Church Avenue, in Tucson, Arizona.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang, LLP, in
Tucson, Arizona, relates that Tucson's 60-day period during which
it must seek to assume the Lease has expired.  Although
significant progress has been made so far in the Reorganization
case, representatives for important creditor constituencies -- the
Tort Creditors Committee, Committee Counsel, the Unknown Claims
Representative, and the Guardian Ad Litem for minors who are Tort
Claimants -- have only recently been appointed.

The parties, therefore, have agreed to extend the deadline by
which the Debtors must decide whether to assume or reject the
Lease for 90 more days, to February 19, 2005.

The parties ask the U.S. Bankruptcy Court for the District of
Arizona to extend Tucson's Lease Decision Period until
February 19, 2005.

*   *   *

Although significant progress has been made in the Diocese of
Tucson's Reorganization Case, the Diocese, the representatives for
important creditor constituencies -- the Tort Creditors Committee,
the Committee's Counsel, the Unknown Claims Representative for
future claims, and the Guardian Ad Litem for minors who are Tort
Claimants -- and the creditor representatives are continuing to
work toward exchanging information and negotiating a consensual
plan of reorganization.

Tucson believes that seeking to assume the Triple Net Lease at
this time would only invite unnecessary objections and unfounded
litigation.

Tucson and the Catholic Foundation for the Diocese of Tucson,
hence, stipulate and agree to further extend the deadline for
assuming the Lease.

Rather than burden the Court with periodic requests to extend the
deadline, the parties asks the Court that the deadline be
continued until the earlier of the Effective Date of a plan of
reorganization confirmed in Tucson's case, or as otherwise ordered
by the Court.

Judge Marlar approves the parties' stipulation, extending the
Diocese of Tucson's deadline to assume the Triple Net Lease until
the earlier of the Effective Date of a Plan of Reorganization, or
as otherwise ordered by the Court.

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)


CENTRAL PARKING: Likely Sale Prompts S&P to Review Low-B Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Nashville, Tennessee-based Central Parking Corp., including the
company's 'B+' corporate credit rating, on CreditWatch with
negative implications.  This means that the ratings could be
affirmed or lowered following the completion of Standard & Poor's
review.

Central Parking has about $214.1 million total debt outstanding as
of Dec. 31, 2004.

The CreditWatch placement follows Central Parking's March 15
announcement that it engaged Morgan Stanley to assist in pursuing
various strategic alternatives, which includes the possible sale
or recapitalization of the company.  Standard & Poor's continues
to believe that the company will likely remain highly leveraged
and that a potential sale or recapitalization transaction could
result in a weaker financial profile for the company.  The
CreditWatch placement also reflects Standard & Poor's concern over
recent management turnover following the resignation of Mark
Shapiro, the company's Chief Financial Officer.

"We will continue to monitor developments and will meet with
management to discuss the company's business strategy, future
capital structure, and financial policy before resolving the
CreditWatch listing," said Standard & Poor's credit analyst Jayne
Ross.

Nashville, Tennessee-based Central Parking is a private owner,
operator, and manager of surface lots and multi-level garages.


CHARTER COMMS: Redeems $113 Million Outstanding Sr. Discount Notes
------------------------------------------------------------------
Charter Communications, Inc.'s (Nasdaq:CHTR) subsidiary, CC V
Holdings, LLC, f/k/a Avalon Cable LLC, has completed the
redemption of the $113 million CC V Holdings, LLC 11.875% Senior
Discount Notes due 2008, at 103.958% of principal amount, plus
accrued and unpaid interest to the date of redemption.  CC V
Holdings, LLC, redeemed the Notes to comply with the Amended and
Restated Credit Agreement of Charter Communications Operating,
LLC.  The total cost of redemption to Charter was approximately
$122 million.

                   About Charter Communications

Charter Communications, Inc. -- http://www.charter.com/--  a
broadband communications company, provides a full range of
advanced broadband services to the home, including cable
television on an advanced digital video programming platform via
Charter Digital(TM), Charter High-Speed(TM) Internet service and
Charter Telephone(TM). Charter also provides business-to-business
video, data and Internet protocol (IP) solutions through Charter
Business(TM). Advertising sales and production services are sold
under the Charter Media(R) brand.

At Dec. 31, 2004, Charter Communications' balance sheet showed a
$4.4 billion stockholders' deficit, compared to a $175 million
deficit at Dec. 31, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Fitch Ratings assigned a 'CCC+' rating to a proposed offering of
$750 million of convertible senior notes due 2009 issued by
Charter Communications, Inc.  CHTR expects to use the proceeds
from the offering to prefund a portion of interest payments on the
new notes and to refinance CHTR's 5.75% convertible senior notes
due October 2005, of which approximately $588 million remain
outstanding.  The Rating Outlook is Stable.


COMM 2001-FL4: S&P Junks Four Certificate Classes
-------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of COMM 2001-FL4's commercial mortgage pass-through
certificates.  Ratings were affirmed on two other classes from the
same transaction.

The lowered ratings reflect the continued financial operating
stress experienced by the remaining loan in the pool, 100 Pine
Street.

The 100 Pine Street loan is secured by a 401,839-square-foot (sq.
ft.) class B office property located in the north financial
district of San Francisco, California.  The property, built in
1972, has experienced significant net cash flow declines primarily
as a result of leases that were renewed or renegotiated at
significantly lower rents than those previously in place which
Reflects the weak market conditions.

Based on its review last July 2004 (based on Dec. 31, 2003
financial statements), Standard & Poor's calculated a 45% decline
in NCF during 2004.  This reflects leases that were signed at
lower rents in 2005 and the early renewal of the largest tenant's
lease in 2005, Republic Indemnity Co. of America (39,855
sq. ft.), whose rent will decline to $28.00 per sq. ft. in 2006
from its current level of $65.00 per sq. ft. Wells Fargo (13,285
sq. ft), the only major tenant lease expiration in 2005, is
expected to vacate the entire ninth floor and move to its new
corporate headquarters.  When compared to issuance, Standard &
Poor's calculated NCF has declined by a total of 70%.

As of Dec. 31, 2004, occupancy at the property was 78%.  With
leases executed since that time, the occupancy will increase to
84%.  The north financial district sub-market is currently 15%
vacant, according to Newmark Pacific Research, with rental rates
of $27.50 per sq. ft., comparable to the recently executed leases
at 100 Pine Street.  The average in-place rent at the
property is approximately $36.00 per sq. ft., indicating that rent
pressures still exist at the property.

The loan is interest-only and indexed to 30-day LIBOR plus a 2%
margin.  A LIBOR cap is outstanding from SBCM Derivative Products
('AAA'), capping the interest rate at 10%.  The total debt
outstanding on the whole loan is $118.0 million.  Of that amount,
$82.0 million is the A component and $36.0 million is the junior B
component.  The A component has $10.58 million that is raked into
three classes.  The loan is highly leveraged with loan-to-value
exceeding 100% and debt service coverage at the interest rate cap
below 1.0x, both for the whole loan balance and A component
balance.

The borrower has extended its loan maturity to its final extension
period of Jan. 9, 2006.  The borrower is a special-purpose entity
sponsored by Citigroup Global Investments Inc., (42.8%), WAFRA
Investment Advisory Inc., (44%), and UNICO Properties Inc.,
(13.2%).

                         Ratings Lowered

                          COMM 2001-FL4
              Mortgage pass-through certificates

                     Rating           Credit Support
         Class    To       From     (pooled interests)
         -----    --       ----     ------------------
         D        B        BB+      16.0%
         E        CCC      BB-      0.0%
         K-PS     CCC      B        N.A.
         L-PS     CCC      B-       N.A.
         M-PS     CCC      B-       N.A.

                  N.A. - not applicable

                        Ratings Affirmed

                         COMM 2001-FL4
              Mortgage pass-through certificates

                                 Credit Support
             Class    Rating    (pooled interests)
             -----    ------    ------------------
             C        AAA         97.0%
             X2       AAA         N.A.

                  N.A. - not applicable


COVANTA ENERGY: Warren Gets Service Deadline Extended to July 23
----------------------------------------------------------------
Covanta Warren Energy Resources Co., LP, sought and obtained the
U.S. Bankruptcy Court for the Southern District of New York's
authority to extend its deadline to serve summonses and preference
complaints until July 23, 2005, on:

   * Professional Health Services, Inc., for Adversary Proceeding
     Case No. 04-02910; and

   * Technion, Inc., for Adversary Proceeding Case No. 04-02911.

The Order is without prejudice to Covanta Warren's right to seek a
further extension of time within which to serve the Preference
Complaints.

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)


CROWN CASTLE: Can't File Annual Report with SEC on Time
-------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) filed a Form 12b-25
with the SEC for a fifteen-day extension of the March 16, 2005,
filing deadline for its 2004 Form 10-K.  Crown Castle has filed an
extension in order to finalize corrections in the accounting
treatment relating to certain lease accounting matters and to
complete the preparation and review of its filing following its
completion of a review of its lease accounting practices.  Crown
Castle expects to file its 2004 Form 10-K on or before March 31,
2005.

Due solely to the previously announced restatement related to its
lease accounting practices, Crown Castle expects to report in its
2004 Form 10-K a material weakness in internal controls.

                        About the Company

Crown Castle International Corp. -- http://www.crowncastle.com/--
engineers, deploys, owns and operates technologically advanced
shared wireless infrastructure, including extensive networks of
towers. Crown Castle offers significant wireless communications
coverage to 68 of the top 100 United States markets and to
substantially all of the Australian population. Crown Castle owns,
operates and manages over 10,600 and over 1,300 wireless
communication sites in the U.S. and Australia, respectively.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2005,
Standard & Poor's Ratings Services raised its ratings on Houston,
Texas-based wireless tower operator Crown Castle International
Corporation.  The corporate credit rating was raised to 'B' from
'B-'.  All ratings were removed CreditWatch, where they were
placed with positive implications June 28, 2004.

The outlook is stable.  As of Sept. 30, 2004, the company had
about $1.9 billion of debt and $508 million of redeemable
preferred stock outstanding.

The previous CreditWatch listing cited the potential credit
improvement if substantially all after-tax proceeds of the $2
billion sale of Crown Castle's U.K. operation were used to pay
down debt.  "The upgrade reflects the fact that Crown Castle did
indeed apply the bulk of the U.K. sale proceeds to debt
reduction," said Standard & Poor's credit analyst Catherine
Cosentino.  "As a result, debt to EBITDA (including preferred
stock and on a lease-adjusted basis) is expected to be in the high
7x area for 2005, substantially down from 10.1x for 2003."

Despite the material improvement in leverage, Crown Castle's
credit profile continues to be constrained by a still fairly
aggressive financial profile, which overshadows the favorable
characteristics of its tower business.  The company's tower
portfolio has good growth prospects, limited competitive risk, and
strong operating leverage.  Tower-related spending by wireless
carriers is expected to remain robust in the next few years due to
continued growth in subscribers and minutes of use, and increasing
emphasis by carriers on network quality.

Competitive risk is limited by such factors as long-term lease
contracts with carriers, real estate zoning, and lack of a
technology substitute.  With mostly fixed costs and limited
maintenance capital expenditures, the tower business has strong
operating leverage, as revenues from the combination of
contractual rent escalation and additional lease-ups stream
directly to EBITDA and free cash flow. All these factors enabled
Crown Castle to grow revenues by about 8% year over year and
maintain strong EBITDA margins of 49% during the third quarter of
2004.


DADE BEHRING: Strong Performance Prompts S&P to Lift Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dade Behring Holdings Inc., to an investment-grade
'BBB-' from 'BB'. At the same time, the senior secured bank loan
rating was raised to 'BBB+' from 'BBB-' and the subordinated debt
rating was raised to 'BB+' from 'B+'.  The outlook is stable.

"The upgrade reflects Dade Behring's sustained, strong operating
performance and rapid debt repayment following its emergence from
bankruptcy in 2002," said Standard & Poor's credit analyst David
Lugg.

Deerfield, Illinois-based Dade Behring Holdings Inc. is a leading
manufacturer of systems and related products and services for in
vitro diagnostic (IVD) testing.  An onerous debt burden, incurred
to fund a sponsor dividend while the company expanded its product
offerings and geographic presence through acquisitions, has
rendered Dade Behring particularly sensitive to operating
shortfalls and led to a prepackaged bankruptcy filing in August
2002.

The company was able to exit bankruptcy promptly and has since
capitalized on its strong market position to quickly repay debt.
Currently, lease-adjusted debt to capital of 44% and total debt to
EBITDA of about 1.9x indicate a moderately leveraged financial
profile.  These measures are expected to improve as Dade Behring
continues to increase profits and free cash flow.

Over the course of 2005, Dade Behring is expected to refinance its
$275 million of senior subordinated notes, which can be called in
October at a premium.  As these bear a very high 11.9% coupon, the
refinancing is expected to markedly reduce interest expense and
further improve earnings and cash flow.

Dade Behring's Dimension family of clinical chemistry analyzers is
the second-largest brand in the industry.  The rapid acceptance of
these units is yielding sales growth, on a constant currency
basis, in excess of 7% for Dade Behring's core chemistry business.
At the same time, although Dimension is the single largest brand
for Dade Behring, it contributes less than half of sales, a fact
that illustrates the diversity of the company's product offering.

The base of installed equipment, which generates repeat sales of
consumables and reagents used in testing, is relatively young.
These recurring revenues, which account for some 86% of the
corporate total, impart an important measure of stability and
predictability to Dade Behring's business profile.

Although Dade Behring spends about 9% of its revenue on R&D,
technology risk remains a factor, as larger companies with greater
financial capabilities compete in many of the company's markets.
Performance success will ultimately hinge on how well Dade Behring
can continue to sell new instruments and, as the current installed
base ages, launch new generations of products and increase market
penetration despite formidable competition.


DECISIONONE CORP: Combined Confirmation Hearing Set for April 19
---------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware will convene a combined hearing at 2:30 p.m.,
on April 19, 2005, to consider the adequacy of the Disclosure
Statement and confirm the Pre-Packaged Plan of Reorganization
filed by DecisionOne Corporation.

Judge Walsh also approved Procedures for Filing Disclosure
Statement and Confirmation Objections.  As previously reported in
the Troubled Company Reporter, the Debtor filed its Disclosure
Statement and Plan on March 15, 2005.

Under the Plan, the Debtor contemplates it will issue 400,000
shares to its Lenders electing to receive New Common Shares, so
that upon implementation of the Restructuring, those Lenders will
hold approximately 99% of the Debtor's outstanding common stock.

The Plan contemplates that all existing equity will be cancelled
and New Common Shares will be issued Pro Rata to those holders
selecting New Common Shares in a total number so that the per
share value will be approximately $1 per share.  Upon consummation
of the Plan, the Debtor intends to implement a management
incentive Plan in which up to 10% of the outstanding shares will
be reserved for issuance.

The Plan groups claims and interests into six classes.  Unimpaired
Claims under the Plan consist of:

   a) Priority Claims will be paid in full on or after the
      Effective Date, while the DIP Lenders' Secured Claims will
      be paid in full on or after the Effective Date pursuant to
      the terms of the DIP Loan Agreement

   b) Secured Claims and General Unsecured Claims will be paid
      after the Effective Date and they will retain their legal,
      equitable and contractual rights under the Plan.

Impaired Claims under the Plan consist of:

   a) Secured Noteholder Claims will receive distributions of
      either:

        (i) Cash in amount equal to 20% of the principal portion
            of the amount due to those Noteholders as a Current
            Obligation as of the Petition Date; or

       (ii) New Notes in principal amount equal to the product of
            the quotient of the amount due to those Noteholders as
            a Current Obligation as of the Petition Date, divided
            by the aggregate principal due to all Noteholders,
            multiplied by the difference between $30 million and
            the aggregate principal amount of the Investors' New
            Notes, plus New Common Shares in a number equal to the
            product of the quotient, then multiplied by the number
            of the New Common Shares to be issued, other than the
            Investors' New Common Shares;

   b) Holders of Interests will not receive any distributions
      under the Plan.

Objections to the Disclosure Statement and Plan, if any, must be
filed and served by April 12, 2005.

Headquartered in Frazer, Pennsylvania, DecisionOne Corporation --
http://www.decisionone.com/-- serves leading companies and
government agencies with tailored information technology support
services that maximize the return on technology investments,
minimize capital and infrastructure costs and optimize operational
effectiveness.  The Company filed for chapter 11 protection on
March 15, 2005 (Bankr. D. Del. Case No. 05-10723).  Mark D.
Collins, Esq., and Rebecca L. Booth, Esq., at Richards Layton &
Finger, P.A., and Michael A. Bloom, Esq., and Joel S. Solomon,
Esq., at Morgan, Lewis & Bockius LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $107 million and total
debts of $273 million.


DECISIONONE CORP: Gets Okay to Use Cash Collateral & Incur Debt
---------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave DecisionOne Corporation permission, on
an emergency basis, to use cash collateral securing repayment of
prepetition obligations to its primary lender, Wells Fargo
Foothill, Inc., and the other Prepetition Lenders, and to incur
Postpetition Debt on an emergency basis.

The Debtor needs access to the cash collateral and needs access to
fresh financing to prevent immediate and irreparable harm to its
estate, meet its payroll and other necessary ordinary course
business expenditures that are critical to maintain the viability
of its operations, and preserve the value of its estate and
enhance the possibility of a successful reorganization.

The Debtor owes Wells Fargo and the Prepetition Lenders
$11,522,427.55 for Prepetition Revolving Loans and $192,780,886.20
on account of a Prepetition Term Loan, for a total of
$204,333,313.75.

The Court has authorized the Debtor to borrow up to $25 million
from Wells Fargo in the form of debtor-in-possession financing to
repay in full, on a provisional basis, the obligations owed to the
Prepetition Revolving Loan Lenders.

The Debtor is also allowed to use Postpetition borrowings for
other purposes that are pursuant to the Postpetition Loan
Agreement dated March 16, 2005 between the Debtor, Properties
Holding Corp., the Lenders, and Wells Fargo.

The Court granted the Debtor permission to use the cash collateral
on an interim basis for a 20-week period from March 4, 2005,
through June 30, 2005, in strict compliance with a budget the
Lenders and the Court have approved.

To adequately protect their interests, Wells Fargo and the
Prepetition Lenders are granted Replacement Liens and First
Priority Liens to the extent of any cash collateral diminution on
all types of the Debtor's assets and properties coming into
existence after the Petition Date.

Judge Walsh will convene a final financing hearing at 4:30 p.m.,
on April 5, 2005, to consider the Debtor's request to use cash
collateral on a permanent basis and approve the DIP Financing
arrangement on a final basis.

Headquartered in Frazer, Pennsylvania, DecisionOne Corporation --
http://www.decisionone.com/-- serves leading companies and
government agencies with tailored information technology support
services that maximize the return on technology investments,
minimize capital and infrastructure costs and optimize operational
effectiveness.  The Company filed for chapter 11 protection on
March 15, 2005 (Bankr. D. Del. Case No. 05-10723).  Mark D.
Collins, Esq., and Rebecca L. Booth, Esq., at Richards Layton &
Finger, P.A., and Michael A. Bloom, Esq., and Joel S. Solomon,
Esq., at Morgan, Lewis & Bockius LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $107 million and total
debts of $273 million.


DECISIONONE CORP: Look for Bankruptcy Schedules on May 16
---------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave DecisionOne Corporation more time to
file its Schedules of Assets and Liabilities, Statements of
Financial Affairs, and Lists of Executory Contracts and Unexpired
Leases.  The Debtor has until May 16, 2005, to file those
documents.

Judge Walsh's order is without prejudice to the Debtor's right to
seek further extensions of filing its Schedules and Statements or
to seek other relief regarding the filing of those documents.

The Debtor tells the Court that to prepare the required Schedules
and Statements, it must compile information from books, records
and documents relating to a myriad of assets at numerous locations
throughout the Debtor's service areas.

Due to the scope of the Debtor's business operations, collection
and compilation of the necessary information for the Schedules and
Statements will require an enormous expenditure of time, effort
and financial and human resources.

Headquartered in Frazer, Pennsylvania, DecisionOne Corporation --
http://www.decisionone.com/-- serves leading companies and
government agencies with tailored information technology support
services that maximize the return on technology investments,
minimize capital and infrastructure costs and optimize operational
effectiveness.  The Company filed for chapter 11 protection on
March 15, 2005 (Bankr. D. Del. Case No. 05-10723).  Mark D.
Collins, Esq., and Rebecca L. Booth, Esq., at Richards Layton &
Finger, P.A., and Michael A. Bloom, Esq., and Joel S. Solomon,
Esq., at Morgan, Lewis & Bockius LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $107 million and total
debts of $273 million.


ENRON CORP: Reaches $356.2M Tentative Settlement with Employees
---------------------------------------------------------------
Enron Corp. has tentatively agreed to settle lawsuits over
employee pension fund claims, Bloomberg News reports.

Jef Feeley and Laurel Brubaker Calkins at Bloomberg relate that
the tentative settlement provides for the allowance of a $356.2
million claim against Enron.

According to Bloomberg, the settlement would result in a $64
million recovery for Enron workers under the Debtors' Plan of
Reorganization.

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

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


FETLA'S TRADING: Judge Squires Confirms Chapter 11 Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
confirmed Fetla's Trading Post Inc.'s chapter 11 plan of
reorganization.  The sporting goods retailer's creditors voted to
accept the plan and Judge Squires put his stamp of approval on a
confirmation order yesterday.

The company's plan pays Fifth Third Bank, owed $1.4 million, in
full.  Unsecured creditors will recover a fraction of what they're
owed.

Susan Erler at nwitimes.com relates that sales continue to be
strong at Fetla's 30,000-square-foot store, located on Ind. 2 east
of Valparaiso.  The store employs about 30 workers and has been
open for nearly 50 years.

Fetla's Trading Post Inc. -- http://www.fetlastrading.com/--
filed for chapter 11 protection on March 29, 2004 (Bankr. N.D.
Ill. Case No. 04-12235).  Arthur G. Simon, Esq., at Dannen Crane
Heyman & Simon, represents the Debtor.  When the sporting goods
retailer filed for bankruptcy, it listed less than $50,000 in
assets and more than $1 million in liabilities.


FIRST VIRTUAL: RADVISION Completes $7.15 Million Asset Purchase
---------------------------------------------------------------
RADVISION Ltd. (Nasdaq:RVSN) completed the previously announced
acquisition of substantially all of the operating assets,
intellectual property and customer contracts of First Virtual
Communications, Inc., and its wholly owned subsidiary CUseeMe
Networks(TM), Inc for $7.15 million in cash.  The closing followed
approval of the transaction by the United States Bankruptcy Court
for the Northern District of California.  FVC filed for protection
under Chapter 11 on January 20, 2005.

"We believe the combination of the technologies of RADVISION and
FVC, including their Click to Meet(TM) communications platform,
yields a powerful desktop oriented solution that bridges all uses,
whether they are in the meeting room, at the desktop, or on the
road into a seamless multimedia communications architecture," said
Gadi Tamari, CEO of RADVISION.

"FVC has been a pioneer in the desktop conferencing and
communications space with an award-winning, web-based solution
that offers all of the features necessary for personal multimedia
communications.  With a track record of over seven years of
delivering desktop-oriented communications solutions, FVC
developed a large customer base in both the federal and enterprise
markets -- a customer base we intend to continue to serve and
expand."

Killko Caballero, RADVISION's Senior Vice President of Enterprise
Strategy, will also head a new division comprising the former FVC
assets.  Prior to joining RADVISION, Mr. Caballero served as
president and CEO of FVC as well as Chief Technology Officer and
later the Chairman, President and CEO of CUseeMe, before it was
acquired by FVC.  He commented: "We have hired a significant
number of key FVC employees in every area of the company's
operations and welcome them to RADVISION. Our focus now is to
deliver seamless service and support to all FVC customers as well
as to fully develop the substantial potential of our combined
technologies."

The assets of First Virtual Communication and its wholly owned
subsidiary CUseeMe Networks, Inc., include contracts and
technologies related to providing integrated real-time voice,
video, and Web collaboration/communication solutions to
enterprises, service providers, and portals.  FVC's flagship
product, Click to Meet, provides a distributed software-based rich
media communications platform and downloadable Web browser-based
communications software client that transparently passes through
firewalls - making it ideal for consumer, video call centers, and
extranet applications.  Click to Meet also features tight
integration with commonly used enterprise desktop applications and
network solutions including Microsoft Outlook, Microsoft Active
Directory, Microsoft Office Live Communications Server 2005, IBM
Lotus Instant Messaging, and IBM Domino directory.

Additional information on the acquisition has been posted to the
RADVISION website at: http://www.radvision.com/FVC

                         About RADVISION

RADVISION Ltd. (Nasdaq: RVSN) -- http://www.radvision.com/-- is
the industry's leading provider of high quality, scalable and
easy-to-use products and technologies for videoconferencing, video
telephony, and the development of converged voice, video and data
over IP and 3G networks.

Headquartered in Redwood City, California, First Virtual
Communications, Inc. -- http://www.fvc.com/-- delivers integrated
software technologies for rich media web conferencing and
collaboration solutions.  The Company and its affiliate -- CUseeMe
Networks, Inc. -- filed for chapter 11 protection on Jan. 20, 2005
(Bankr. N.D. Calif. Case No. 05-30145).  Kurt E. Ramlo, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $7,485,867 in total assets and
$13,567,985 in total debts.


FRANKLIN CLO: Fitch Rates $16 Million Class D Notes at BB-
----------------------------------------------------------
Fitch Ratings affirms five classes of Franklin CLO I, Ltd.  These
rating actions are effective immediately:

     -- $282,000,000 class A-1 notes at 'AAA';
     -- $15,000,000 class A-2 notes at 'AAA';
     -- $35,000,000 class B notes at 'A-';
     -- $23,000,000 class C notes at 'BBB';
     -- $16,000,000 class D notes at 'BB-'.

Franklin is a cash flow collateralized loan obligation -- CLO --
managed by Franklin Advisers, Inc., which closed June 29, 2000.
The portfolio is primarily composed of high yield loans.  Included
in this review, Fitch conducted cash flow modeling utilizing
various default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.
As stated in the Feb. 28, 2005, transaction report, Franklin has
$306.3 million in collateral debt securities.  In addition, the
transaction holds $72.1 million in cash and cash equivalents,
which can be used to reinvest in collateral debt securities prior
to the end of the reinvestment period occurring on May 9, 2005.

At the end of the reinvestment period, uninvested cash and cash
equivalents will be used to redeem the notes.  The credit quality
of the collateral has remained stable since the last rating action
on Jan. 12, 2004, but spread compression in the high yield loan
market has contributed to a decline in the weighted average spread
to 2.7% from 3.5% versus a trigger of 2.8%.  Since the last rating
action, the class A, B, C, and D overcollateralization -- OC --
tests have increased to 127.4%, 114%, 106.6%, and 102% as of the
Feb. 28, 2005, valuation report from 127.1%, 113.7%, 106.4%, and
101.8% as of the Nov. 30, 2003 valuation report.  The weighted
average rating has remained stable at 'B+'.  As of the most recent
trustee report available, there were no defaulted assets in the
portfolio.  Assets rated 'CCC' or lower represented approximately
1.5% of the portfolio.

The ratings on the class A notes address the timely payment of
interest and principal.  The ratings on the class B, C, and D
notes address the ultimate payment of interest and principal.  The
class C notes receive an additional 9% of any distribution made to
the class E notes until such time as the internal rate of return
equals 20% for the class E notes, however, the ratings on the
class C notes address only the class C ordinary distributions of
London Interbank Offering Rate.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A, B, C, and D notes still
reflect the current risk to noteholders.  Fitch will continue to
monitor and review this transaction for future rating adjustments.
Additional deal information and historical data are available on
the Fitch Ratings web site at http://www.fitchratings.com/


GLOBE METALLURGICAL: Wants Court to Formally Close Chapter 11 Case
------------------------------------------------------------------
Globe Metallurgical Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to enter a final decree closing its
chapter 11 case.

Globe's plan of reorganization was confirmed by the Bankruptcy
Court on May 5, 2004.  Globe Metallurgical tells the Court that
since its estate is fully administered and it has already filed a
final report, its time for Judge Cornelius Blackshear to
officially close the case.

Although some of Globe's adversary proceedings are still pending
in Court, this does not prevent Judge Blackshear from entering a
final decree since it won't affect the interest of the defendants
in the adversary proceedings.

The Debtor also reminds the Court that the estate is required
under the bankruptcy law to pay the U.S. Trustee's fees until its
case is closed.  This, Globe says, is a financial burden it can do
without.

Headquartered in Beverly, Ohio, Globe Metallurgical, Inc., is the
largest domestic producer of silicon-based foundry alloys and one
of the largest domestic producers of silicon metal.  The Company
filed for chapter 11 protection on April 2, 2003, (Bankr. S.D.N.Y.
Case No. 03-12006).  Timothy W. Walsh, Esq., at DLA Piper Rudnick
Gray Cary U.S., LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets and debts of $50 million to
$100 million.


G-STAR: Fitch Rates $35 Million Income Notes Due 2040 at BB
-----------------------------------------------------------
Fitch Ratings has rated the notes issued by G-STAR 2005-5 Ltd. and
co-issuer G-STAR 2005-5 Corp. (the co-issuers):

     -- $423,000,000 class A-1 floating-rate senior notes due 2040
        'AAA';

     -- $60,000,000 class A-2 floating-rate senior notes due 2040
        'AAA';

     -- $37,000,000 class A-3 floating-rate senior notes due 2040
        'AA';

     -- $21,000,000 class B 5.73% fixed-rate senior subordinate
        notes due 2040 'A-';

     -- $24,000,000 class C floating-rate subordinate notes due
        2040 'BBB';

     -- $35,000,000 income notes due 2040 'BB'.

The ratings of the classes A-1, A-2, and A-3 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the classes B and C notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
on the income notes addresses the ultimate payment of aggregate
outstanding amount of the income notes as of the closing date of
$35,000,000 (the rated principal amount).

The ratings are based upon the capital structure of the
transaction, the quality of the collateral, and the
overcollateralization and interest coverage tests provided for
within the indenture.  During the four-year interest-only period,
the collateral advisor may trade up to 10% of the total portfolio
balance annually on a discretionary basis.

The collateral portfolio will be managed by GMAC Institutional
Advisors, LLC, a wholly owned subsidiary of GMACCM.  At the
end of the 110-day ramp-up period the quality of the collateral
will have a maximum Fitch weighted average rating factor -- WARF
-- of 8.5 ('BBB-/BB+').  The proceeds of the notes will be used to
purchase a portfolio of real estate structured finance securities,
consisting of approximately 43.6% subprime residential mortgage
securities -- RMBS, 16.2% conduit commercial mortgage-backed
securities -- CMBS, 13.7% B-Notes, 10% large-loan CMBS, 6.2% prime
residential mortgage securities, 3.5% collateralized debt
obligations -- CDOs, 3.5% corporate securities, and 3.3% real
estate investment trust -- REIT -- securities.

GIA-issued deals currently included in the portfolio are
approximately 6%.  These holdings are limited to 6.5% of the
portfolio as per the governing documents.  A notable feature of
the transaction includes the cumulative loss test that diverts
excess interest to invest in additional collateral should the
cumulative loss exceed a predetermined threshold during the
interest-only period.  The collateral advisor can also enter into
asset-specific hedges with the effect of categorizing fixed
securities as deemed-floating securities or floating securities as
deemed-fixed securities while remaining within the transaction's
covenanted fixed/floating collateral parameters.

GIA, a wholly owned subsidiary of GMAC Commercial Mortgage
Corporation, is a Delaware limited-liability company headquartered
in Horsham, Pennsylvania.  Currently, GIA offers a wide range of
advisory and asset-management services focused on commercial whole
loans, investment-grade CMBS, non- investment-grade CMBS,
commercial real estate private equity, mezzanine debt, and CDOs.
In addition to offering its asset-management services, GIA is also
an active co-investor with its clients.  GIA's assets under
management have grown to $10.6 billion as of Dec. 31, 2004, from
$3.6 billion in December 2001.  These assets include 10 CDOs with
balances totaling more than $5.9 billion.  GIA received and
currently maintains a 'CAM1' rating, Fitch's top rating for CDO
asset managers.  The rating was affirmed on Oct. 1, 2004.

For more information, see the presale report 'G-STAR 2005-5
LTD./CORP.,' dated Feb. 28, 2005, and available on the Fitch
Ratings web site at http://www.fitchratings.com/


GRAYSTON CLO: Fitch Affirms BB- Rating on $10 Million Notes
-----------------------------------------------------------
Fitch Ratings affirms five classes of notes issued by Grayston CLO
2001-1, Ltd.

These affirmations are the result of Fitch's review process and
are effective immediately:

    -- $288,000,000 class A-1L notes at 'AAA';
    -- $28,000,000 class A-2L notes at 'AA-';
    -- $31,000,000 class A-3L notes at 'A-';
    -- $17,000,000 class B-1L notes at 'BBB-';
    -- $10,000,000 class B-2 notes at 'BB-'.

Grayston is a collateralized loan obligation -- CLO -- managed by
Bear Stearns Asset Management.  The CLO closed in April 2001 and
is predominantly comprised of high yield loans, with some
allocation to high yield bonds.  Grayston is currently still in
its revolving period, which ends in May 2006.  Included in this
review, Fitch performed a full analysis of the collateral included
in the portfolio.

Grayston has continued to perform within expectations.  Grayston's
over collateralization -- OC -- and interest coverage -- IC --
ratios have shown very little change from the last rating
affirmation on Jan. 14, 2004, and are all in compliance with their
respective performance test triggers.  According to the Feb. 2,
2005, trustee report, the senior class A, the class A, and the
class B OC ratios are 123.3%, 112.2%, and 104% respectively, and
are each in compliance with their triggers of 110%, 106%, and
103%.  The IC ratio is 2.36%, and is also in compliance with its
trigger of 2.20%.  The weighted average floating rate margin has
deteriorated to 2.498% from 3.07% at the time of the last review
relative to a minimum required threshold of 2.6%.  The weighted
average coupon of the fixed rate securities in the portfolio has
improved since the last review to 9.12% from 8.51%, but is
currently below its minimum required threshold of 10.15%.

The credit quality of the collateral supporting Grayston has
remained stable since the last rating affirmation with the
weighted average rating at 'B+/B'.  The percentage of assets rated
'CCC+' and below has improved to 5.93% of the portfolio from 7.06%
as of the Dec. 2, 2003, trustee report.  There have been no new
collateral defaults since the previous rating action.  As of the
Feb. 2, 2005, trustee report, defaulted securities comprise
approximately $5.98 million, or 1.56% of the entire portfolio.

The ratings on the class A-1L and A-2L notes address the timely
payment of both interest and principal.  The ratings on the class
A-3L, B-1L and B-2 notes address the ultimate payment of principal
and interest by the final maturity date.  The ratings are based
upon the capital structure of the transaction, the collateral
quality, the OC tests provided for within the indenture, and the
experience and capabilities of Bear Stearns Asset Management Inc.
as collateral manager.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A and class B notes still
reflect the current risk to noteholders.  Fitch will continue to
monitor and review this transaction for future rating adjustments.
Additional deal information and historical data are available on
the Fitch Ratings web site at http://www.fitchratings.com/


HANI ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor:  Hani Enterprises Inc.
         4233 Kalamazoo South East
         Grand Rapids, Michigan 49508

Bankruptcy Case No.: 05-03155

Type of Business: The Debtor operates a restaurant

Chapter 11 Petition Date: March 11, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: James H. Sullivan, Esq.
                  James H. Sullivan PC
                  2219 28th St, SW
                  Suite 102
                  Wyoming, MI 49509
                  Tel: (616) 531-6060

Total Assets: $1,200,000

Total Debts: $1,140,000

Debtor's 4 Largest Unsecured Creditors:

   Entity                  Nature of Claim          Claim Amount
   ------                  ---------------          ------------
Big Boy                    Unpaid Franchise Fee          $40,000
4199 Marcy
Warren, MI 48091

Reinhart                   Open Vendor Account           $11,000
24838 Ryan Road
Warren, MI 48091

Big Boy-Walker             Unsecured Loan                 $2,139
4370 Lake Michigan Dr
Grand Rapids, MI 49544

Waste Management           Unpaid Garbage Service           $457
48797 Alpha Drive
Suite 150
Wixom, MI 48393


HMQ METAL: Case Summary & 80 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: HMQ Metal Finishing Group, LLC
             220 Prospect Street
             Herkimer, New York 13350

Bankruptcy Case No.: 05-61690

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      H.M. Quackenbush, Inc.                     05-61683
      HMQ National Plating, LLC                  05-61691
      HMQ Chemtech, LLC                          05-61692

Type of Business: The Debtors provide metal finishing and
                  electroplating.  They specialize in cadmium,
                  tin, zinc-cobalt, copper, tin-lead, zinc-iron,
                  nickel, and zinc barrel plating.
                  See http://www.hmq.com/

Chapter 11 Petition Date: March 16, 2005

Court:  Northern District of New York (Utica)

Judge:  Chief Judge Stephen D. Gerling

Debtors' Counsel: R. John Clark, Esq.
                  Hancock & Estabrook, LLP
                  1500 MONY Tower 1
                  PO Box 4976
                  Syracuse, New York 13221-4976
                  Tel: (315) 471-3151
                  Fax: (315) 471-3167


                                    Total Assets   Total Debts
                                    ------------   -----------
HMQ Metal Finishing Group, LLC          $181,659    $2,011,138
H.M. Quackenbush, Inc.                  $872,085    $5,117,894
HMQ National Plating, LLC               $156,480    $4,561,931
HMQ Chemtech, LLC                       $563,994    $4,810,515


A.  HMQ Metal Finishing Group, LLC's 20 Largest Unsecured
    Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Premium Solutions, Inc.       Trade Debt                $112,106
1368 Paul Road
Churchville, NY 14428

Herkimer County IDA           PILOT Payments             $91,050
PO Box 390
301 North Washington Street
Herkimer, NY 13350

Manufacturing Industry WC     Trade Debt                 $69,195
Self-Insurance
985 Old Eagle School, Suite 504
Wayne, PA 19087

UGI Energy Services           Trade Debt                 $68,169
dba GasMark
c/o TXU Energy Retail Co., LP
1601 Bryant Street M105
Dallas, TX 75201

New York State DEC            Trade Debt                 $55,242
Regulatory Fee
Determination Unit
Box 5973 GPO
New York, NY 10087-5973

Sirius Technology             Trade Debt                 $42,756

Main-Care Energy              Trade Debt                 $36,075

Niagara Mohawk Power          Utility Services           $30,051
Corporation

New York State DEC            Trade Debt                 $29,050
Regulatory Fee
Determination Unit

Slack Chemical                Trade Debt                 $27,459

Michael P. D'Angelo           Trade Debt                 $27,156

Cambridge Street Metal        Trade Debt                 $26,694
Company, Inc.

Verizon                       Telephone Services         $24,895

Niagara Mohawk Power          Utility Services           $24,374
Corporation

Bond, Schoeneck & King, LLP   Legal Services             $23,094


CDI                           Trade Debt                 $19,152

International Metals Company  Trade Debt                 $16,834

Technic, Inc.                 Trade Debt                 $15,492

Surpass Chemical Co., Inc.    Trade Debt                 $14,851

Thomas Regional Directory     Trade Debt                 $12,891
Company


B.  H.M. Quackenbush, Inc.'s Debtor's 20 Largest Unsecured
    Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
M & T Bank                    Blanket lien on         $2,800,000
101 South Salina Street       personal property
Syracuse, NY 13202-4983       Value of Security:
                              $572,085

U.S. Small Business           Building consisting of    $222,919
Administration                approximately 52,000
EIDL #57049240-01             sq. ft. on approximately
2120 Riverfront Drive         4 acres located at 220
Little Rock, AR 72202         Prospect & 219 Main
                              Street in Herkimer,
                              New York

Premium Solutions, Inc.       Trade Debt                $112,106
1368 Paul Road
Churchville, NY 14428

Herkimer County IDA           PILOT Payments             $91,050
PO Box 390
301 North Washington Street
Herkimer, NY 13350

Manufacturing Industry WC     Trade Debt                 $69,195
Self-Insurance
985 Old Eagle School, Suite 504
Wayne, PA 19087

UGI Energy Services           Trade Debt                 $68,169
dba GasMark
c/o TXU Energy Retail Co., LP
1601 Bryant Street M105
Dallas, TX 75201

Central New York Enterprise   Guarantor of loan of       $65,671
Development Corporation       affiliate HMQ Metal
126 North Salina Street       Finishing Group LLC
Syracuse, NY 13202

New York State DEC            Trade Debt                 $55,242
Regulatory Fee
Determination Unit
Box 5973 GPO
New York, NY 10087-5973

Herkimer County Industrial    Building consisting of     $49,417
Development Agency            approximately 52,000
301 North Washington Street   sq. ft. on approximately
Herkimer, NY 13350            4 acres located at 220
                              Prospect Street & 219
                              Main Street in
                              Herkimer, New York
                              Value of Security:
                              $16,000

Sirius Technology             Trade Debt                 $42,756

Main-Care Energy              Trade Debt                 $36,075

Niagara Mohawk Power          Utility Services           $30,051
Corporation

New York State DEC            Trade Debt                 $29,050
Regulatory Fee
Determination Unit

Slack Chemical                Trade Debt                 $27,459

Michael P. D'Angelo           Trade Debt                 $27,156

Cambridge Street Metal        Trade Debt                 $26,694
Company, Inc.

Verizon                       Telephone Services         $24,895

Niagara Mohawk Power          Utility Services           $24,374
Corporation

Bond, Schoeneck & King, LLP   Legal Services             $23,094

CDI                           Trade Debt                 $19,152


C.  HMQ National Plating, LLC's 20 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Manufacturers & Traders       All personal property   $2,800,000
Trust Company
101 South Salina Street
Syracuse, NY 13202-4983

Premium Solutions, Inc.       Trade Debt                $112,106
1368 Paul Road
Churchville, NY 14428

Herkimer County IDA           PILOT Payments             $91,050
PO Box 390
301 North Washington Street
Herkimer, NY 13350

Manufacturing Industry WC     Trade Debt                 $69,195
Self-Insurance
985 Old Eagle School, Suite 504
Wayne, PA 19087

UGI Energy Services           Trade Debt                 $68,169
dba GasMark
c/o TXU Energy Retail Co., LP
1601 Bryant Street M105
Dallas, TX 75201

Central New York Enterprise   Guarantor of loan of       $65,671
Development Corporation       affiliate, HMQ Metal
126 North Salina Street       Finishing Group LLC
Syracuse, NY 13202

New York State DEC            Trade Debt                 $55,242
Regulatory Fee
Determination Unit
Box 5973 GPO
New York, NY 10087-5973

Sirius Technology             Trade Debt                 $42,756

Main-Care Energy              Trade Debt                 $36,075

Niagara Mohawk Power          Utility Services           $30,051
Corporation

New York State DEC            Trade Debt                 $29,050
Regulatory Fee
Determination Unit

Slack Chemical                Trade Debt                 $27,459

Michael P. D'Angelo           Trade Debt                 $27,156

Cambridge Street Metal        Trade Debt                 $26,694
Company, Inc.

Verizon                       Telephone Services         $24,895

Niagara Mohawk Power          Utility Services           $24,374
Corporation

Bond, Schoeneck & King, LLP   Legal Services             $23,094

CDI                           Trade Debt                 $19,152

Technic, Inc.                 Trade Debt                 $15,492

International Metals Company  Trade Debt                 $16,834


D.  HMQ Chemtech, LLC's 20 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
M & T Bank                    Blanket lien on         $2,800,000
101 South Salina Street       personal property
Syracuse, NY 13202-4983       Value of Security:
                              $572,085

Premium Solutions, Inc.       Trade Debt                $112,106
1368 Paul Road
Churchville, NY 14428

Herkimer County IDA           PILOT Payments             $91,050
PO Box 390
301 North Washington Street
Herkimer, NY 13350

Manufacturing Industry WC     Trade Debt                 $69,195
Self-Insurance
985 Old Eagle School, Suite 504
Wayne, PA 19087

UGI Energy Services           Trade Debt                 $68,169
dba GasMark
c/o TXU Energy Retail Co., LP
1601 Bryant Street M105
Dallas, TX 75201

Central New York Enterprise   Guarantor of loan of       $65,671
Development Corporation       affiliate, HMQ Metal
126 North Salina Street       Finishing Group LLC
Syracuse, NY 13202

New York State DEC            Trade Debt                 $55,242
Regulatory Fee
Determination Unit
Box 5973 GPO
New York, NY 10087-5973

Sirius Technology             Trade Debt                 $42,756

Main-Care Energy              Trade Debt                 $36,075

Niagara Mohawk Power          Utility Services           $30,051
Corporation

New York State DEC            Trade Debt                 $29,050
Regulatory Fee
Determination Unit

Slack Chemical                Trade Debt                 $27,459

Michael P. D'Angelo           Trade Debt                 $27,156

Cambridge Street Metal        Trade Debt                 $26,694
Company, Inc.

Verizon                       Telephone Services         $24,895

Niagara Mohawk Power          Utility Services           $24,374
Corporation

Bond, Schoeneck & King, LLP   Legal Services             $23,094

CDI                           Trade Debt                 $19,152

Technic, Inc.                 Trade Debt                 $15,492

International Metals Company  Trade Debt                 $16,834


HOW INSURANCE: Commission Sets Liquidation Plan Hearing for May 17
-----------------------------------------------------------------
On Oct. 14, 1994, the Circuit Court for the City of Richmond
issued its final order appointing a receiver to take control of
HOW Insurance Company, Home Owners Warranty Corporation and Home
Warranty Corporation, pursuant to relevant provisions of the
Virginia Code.  On Nov. 30, 2004, Virginia Insurance Commissioner
Alfred W. Gross, as Deputy Receiver, asked the State Corporation
Commission of the Commonwealth of Virginia to schedule a hearing
to approve Plans of Liquidation.

The Commission has scheduled a hearing on the Receiver's request
for May 17, 2005, in Richmond, Virginia.

All persons who expect to appear at the hearing to support or
oppose the plans must file a Notice of Participation as Respondent
with:

         The Clerk of the Commissions
         State Corporation Commission
         P.O. Box 1197
         Richmond, Virginia 23218

            - and -

         Special Deputy Receiver
         7501C North Capital of Texas Highway, Suite 200
         Austin, Texas 78731

on or before March 25, 2005.

Full-text copies of the Plans are available at no charge at
http://www.howcorp.com/ The insurance liquidation proceeding is
identified as Case No. HE-1059-1 in the Circuit Court.  The
proceeding before the Insurance Commission is identified as Case
No. INS 1994-00218.


INTEGRATED HEALTH: Has Until May 6 to File Objections to Claims
---------------------------------------------------------------
IHS Liquidating, LLC, as successor to Integrated Health Services,
Inc., and certain of its direct and indirect subsidiaries,
obtained the United States Bankruptcy Court for the District of
Delaware's approval to further extend its deadline to file
objections to all administrative and other proofs of claim in the
Debtors' Chapter 11 cases to May 6, 2005, without prejudice to its
right to seek additional extensions.

Alfred Villoch, III, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, reports that, as of the Effective
Date of the Plan, the IHS Debtors had reviewed substantially all
of more than 14,000 claims filed in their Chapter 11 cases.
Nevertheless, there still remained a number of claims, which had
not yet been fully analyzed, as well as nearly 2,000 claims still
being disputed pursuant to pending claims objection

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


JP MORGAN: Fitch Affirms BB Rating on $16.3 Million Class G
-----------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s mortgage pass-
through certificates, series 1997-C4, are upgraded by Fitch
Ratings:

    -- 26.5 million class F to 'A+' from 'A'.

In addition, Fitch affirms these certificates:

    -- $32.2 million class A3 'AAA';
    -- Interest-only class X 'AAA';
    -- $24.4 million class B 'AAA';
    -- $22.4 million class C 'AAA';
    -- $20.3 million class D 'AAA';
    -- $6.1 million class E 'AAA';
    -- $16.3 million class G 'BB'.

Fitch does not rate the $12.2 million class NR certificates.
The upgrade reflects improved credit enhancement levels resulting
from loan payoffs and amortization.  As of the February 2005
distribution date, the pool's aggregate balance has been reduced
by 61% to $160.4 million from $407 million at issuance.  The trust
has had no realized losses to date.

Four loans (9.7%) are being specially serviced including a 90 days
delinquent loan (4.3%) and a loan in foreclosure (0.6%).  The
largest loan in special servicing (4.3%) is secured by a 259-unit
skilled nursing home in Bloomington, Illinois.  The loan is 90
days delinquent and the special servicer and the borrower are
currently negotiating workout proposals.  The next largest
specially serviced loan (3.7%) is secured by a multifamily
property in Los Angeles, California.  The loan is current;
however, there is a pending lawsuit against the trust.  Fitch
remains concerned about the healthcare (12%) and hotel (6%)
concentrations in the pool.


JP MORGAN: Fitch Affirms B Rating on $10.7 Million Class G
----------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s commercial
mortgage pass-through certificates, series 1996-C2 are upgraded:

    -- $25.1 million class E to 'AA-' from 'A+';
    -- $2.3 million class F to 'A' from 'BBB+'.

These classes are also affirmed by Fitch:

    -- Interest-only class DX at 'AAA';
    -- $2.2 million class C at 'AAA';
    -- $16.8 million class D at 'AAA';
    - -$10.7 million class G at 'B'.

Fitch does not rate the $2.2 million class NR certificates.
Classes A, AX, and B have paid in full.

The upgrades are a result of increased subordination levels due to
amortization and prepayments.  As of the March 2005 distribution
date, the pool's aggregate principal balance has decreased 80.5%
to $59.2 million from $304.6 million at issuance.  Since issuance,
the deal has become more concentrated with only 20 loans
remaining.  Of the remaining loans, 77% are expected to mature in
2005.  All of the loans' prepayment lockout periods have expired;
however, there are yield maintenance provisions in place through
maturity.

Two loans (15.2%) are in special servicing and are current with no
expected losses.  The largest loan (8.3%) is secured by a retail
property located in Des Moines, Iowa.  The loan transferred to
special servicing in December 2004, when the single tenant
Younkers merged with Saks and notified they plan to vacate when
their lease expires in August 2005.  The second loan (6.9%) is
secured by a 120 bed nursing home located in North Huntingdon,
Pennsylvania.  The loan transferred to the special servicer in
August 2004 due to a non-monetary default and declining
performance.


KAISER ALUMINUM: Removal Period Stretched Until May 10
------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extends Kaiser Aluminum Corporation and its debtor-affiliates'
Removal Period until the later of:

   (a) May 10, 2005; or

   (b) 30 days after the entry of the order terminating the
       automatic stay with respect to the particular Action
       sought to be removed.

Due to several factors, including the number of Actions involved
and the complex nature of the Actions, the Debtors have not yet
determined which, if any, of the Actions should be removed and, if
appropriate, transferred to the District of Delaware.  The Removal
Period Extension serves to protect the Debtors' valuable right to
economically adjudicate lawsuits under Section 1452 if
circumstances warrant removal.

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)


KMART HOLDING: Discloses Common Equity & Stockholder Matters
------------------------------------------------------------
The common stock of Kmart Holding Corporation, as Successor
Company, is presently being quoted on the NASDAQ Stock Market
under the ticker symbol KMRT.  There were approximately 2,300
shareholders of record of Kmart Holding Corp. common stock as of
March 1, 2005.

Aylwin B. Lewis, President and Chief Executive Officer of Kmart
Holding Corporation, informs the Securities and Exchange
Commission that the quarterly high and low sales prices for the
Predecessor Company, Kmart Corporation's common stock, and Kmart
Holding Corp.'s Common Stock for the two most recent fiscal years
are:

                                        2004
                       ---------------------------------------
                                 Successor Company
                       ---------------------------------------
                        First       Second    Third     Fourth
                       Quarter     Quarter   Quarter   Quarter
                       -------     -------   -------   -------

Common stock price
   High                $48.50       $84.50    $93.18   $119.69
   Low                 $26.10       $40.66    $61.76   $ 84.51


                                      2003
                     -----------------------------------------
                     Predecessor
                       Company          Successor Company
                     -----------   ---------------------------
                        First       Second    Third     Fourth
                       Quarter     Quarter   Quarter   Quarter
                     -----------   -------   -------   -------

Common stock price
   High                 $0.14       $26.99    $30.67    $32.74
   Low                  $0.06       $12.85    $23.35    $23.00

For the first quarter of fiscal 2003, the Predecessor Company
stock was quoted on the Pink Sheets Electronic Quotation Service
maintained by the National Quotation Bureau, Inc.  Upon emergence
from Chapter 11, all then-outstanding equity securities of the
Predecessor Company were cancelled, and common stock of the
Successor Company was issued.

Kmart have not paid dividends on its Common Stock since its
emergence from Chapter 11.

                  Purchase of Equity Securities

As part of settlement agreements resolving claims arising from
Kmart's Chapter 11 reorganization, shares of Kmart Common Stock
was assigned during the fourth quarter of fiscal 2004.  These
repurchases were not made under the Company's share repurchase
program.

                                                   Approximate
                                                   Dollar Value
                                        Average   of Shares that
                          Total         Price     May Yet Be
                        No. of Shares   Paid per  Purchased Under
        Period          Purchased       Share      the Program
----------------------   ----------     -------  --------------
Oct. 2004 to Nov. 2004      220,663     $101.70     $96,000,000
Nov. 2004 to Dec. 2004      253,520     $103.53     $96,000,000
Dec. 2004 to Jan. 2005       10,814      $92.77     $96,000,000

On August 28, 2003, Kmart's Board of Directors approved the
repurchase of up to $10 million of its outstanding stock for the
primary purpose of providing restricted stock grants to certain
employees.  On June 29, 2004, the Board of Directors increased the
existing share repurchase authorization to $100 million of Common
Stock and broadened the scope of future repurchases to include the
repurchase of shares in furtherance of general corporate purposes.
The share repurchase program does not have a termination date.  As
of January 28, 2004, Kmart had repurchased approximately $4 mil.
of Common Stock.  No shares were repurchased in fiscal 2004 as
part of the share repurchase program.

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)


LAIDLAW INT'L: Files Unaudited Pro Forma Financial Statements
-------------------------------------------------------------
On Feb. 14, 2005, Laidlaw International, Inc., filed unaudited pro
forma financial statements, which give effect to the disposition
of EmCare Holdings, Inc., and American Response, Inc., to be
accounted for as a discontinued operation in accordance with FAS
144.

The unaudited pro forma Condensed Balance Sheet, Laidlaw's Senior
Vice President and Chief Financial Officer Douglas A. Carty says,
assumes the disposition of the Healthcare Businesses for the
three-month period ended November 30, 2004, and the fiscal year
ended August 31, 2004, as if the disposition occurred on
September 1, 2004, and September 1, 2003.

                    Laidlaw International, Inc.
            Unaudited Pro-forma Condensed Balance Sheet
                         November 30, 2004
                          ($ in Millions)

                  Historically  Healthcare  Pro forma    Pro forma
                    Reported    Businesses  Adjustments  Results
                  ------------  ----------  -----------  -------
ASSETS
Cash                  $99             -         $166        $266
A/R                   742         ($404)           -         339
Other
  Current Assets      259           (67)           -         192
                   ------        ------       ------      ------
TOTAL
  CURRENT
  ASSETS            1,101          (471)         166         796

Long term
  Investments         637           (96)           -         541
Property &
  Equipment         1,606          (129)           -       1,477
Other assets          640          (175)         (18)        446
                   ------        ------       ------      ------
TOTAL ASSETS       $3,984         ($871)        $148      $3,261
                   ======        ======       ======      ======

                 LIABILITIES & SHAREHOLDER'S EQUITY

Current Debt         $664         ($188)         (25)        452
Long term Debt      1,129            (7)        (584)        539
Other long
  term debt           742          (143)           -         599
                   ------        ------       ------      ------
TOTAL LIABILITIES   2,535          (337)        (609)      1,589

Investment in
  Healthcare
  Businesses           -           (535)         535           -
Shareholders'
  Equity            1,448             -          223       1,671
                   ------        ------       ------      ------
TOTAL
  LIABILITIES &
  SHAREHOLDERS'
  EQUITY           $3,984         ($871)        $148      $3,261
                   ======        ======       ======      ======


                    Laidlaw International, Inc.
            Unaudited Pro forma Condensed Consolidated
                      Statement of Operations
             For Three Months ended November 30, 2004
                           (In Millions)

                  Historically  Healthcare  Pro forma    Pro forma
                    Reported    Businesses  Adjustments  Results
                  ------------  ----------  -----------  ---------
REVENUE             $1,227         ($414)           -        $814
Compensation
  Expense              689          (285)           -         404
Accident claims
  & professional
  liability expenses    80           (24)           -          56
Vehicle costs           68            (5)           -          63
Occupancy costs         49           (12)           -          37
Fuel                    57            (6)           -          51
Depreciation &
  Amortization          81           (13)           -          68
Other operating
  Expenses             124           (51)           3          75
                    ------        ------       ------      ------

OPERATING INCOME        80           (18)          (3)         59
Interest expense       (30)            1           11         (19)
Other income
  (expense), net         1             -            -           1
                    ------        ------       ------      ------
INCOME BEFORE
  INCOME TAXES          51           (18)           8          41
Income tax expense     (21)            7           (3)      (16.4)
                    ------        ------       ------      ------
INCOME FROM
  CONTINUING
  OPERATIONS           $30          ($11)          $5         $25
                    ======        ======       ======      ======


                    Laidlaw International, Inc.
             Unaudited Pro forma Condensed Consolidated
                      Statement of Operations
                For the Year ended August 31, 2004
                           (In Millions)

                 Historically  Healthcare  Pro forma    Pro forma
                   Reported    Businesses  Adjustments  Results
                 ------------  ----------  -----------  ---------
REVENUE            $4,631       ($1,605)           -      $3,027
Compensation
  Expense           2,678        (1,122)           -       1,556
Accident claims
  & professional
  liability expenses  288           (82)           -         206
Vehicle costs         279           (19)           -         261
Occupancy costs       203           (46)           -         158
Fuel                  182           (19)           -         163
Depreciation &
  Amortization        284           (53)           -         231
Other operating
  Expenses            496          (194)           9         310
                   ------        ------       ------      ------

OPERATING INCOME      221           (70)          (9)        143
Interest expense     (130)            5           46         (79)
Other income
  (expense), net        2             0            -           2
                   ------        ------       ------      ------

INCOME BEFORE
  INCOME TAXES         94           (65)          38          66
Income tax expense    (32)           25          (13)        (20)
                   ------        ------       ------      ------

INCOME FROM
  CONTINUING
  OPERATIONS          $62          ($40)         $25         $47
                   ======        ======       ======      ======

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

                         *     *     *

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

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


MCI INC: 11 Officers Acquire 1,340,368 Shares of Common Stock
-------------------------------------------------------------
In separate filings with the Securities and Exchange Commission
dated March 2, 2005, eleven officers of MCI, Inc., disclose that
they recently acquired shares of the Company's common stock:

                                                     Total
                                        Shares     Securities
    Officer         Designation        Acquired    Now Owned
    --------        -----------        --------    ----------
    Blakely,
    Robert T.       Exec-VP & CFO       133,370       279,021

    Briggs,         Pres.-Operations
    Fred M.         & Technology        109,554       173,665

    Capellas,
    Michael D.      Pres. & CEO         357,241     1,129,366

    Casaccia,       Executive VP,
    Daniel L.       Human Resources      83,833       143,640

    Crane,          EVP, Strategy
    Jonathan C.     Corp., Dev.         109,554       174,370

    Hackenson,
    Elizabeth       EVP, CIO             71,448        84,167

    Huyard,         Pres-US Sales &
    Wayne           Service             166,712       252,300

    Higgins,        Exec-VP, Ethics
    Nancy           and Bus Conduct      83,833       131,498

    Kelly,          Exec-VP & Gen.
    Anastasia D.    Counsel             133,370       202,863

    Slusser,        Sr. VP &
    Eric            Controller           28,579        54,714

    Trent,          SVP Comm & Chief
    Grace Chen      of Staff             62,874       109,800

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

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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

                          *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MEDQUEST INC: S&P Shaves Corporate Credit Ratings to B from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services it lowered the corporate credit
ratings on MedQuest Inc., and its parent, MQ Associates Inc. to
'B' from 'B+'.  All the ratings remain on CreditWatch with
negative implications, where they were placed Feb. 16, 2005.

At that time, the company was unable to deliver 2005 projections
to its lenders due to an understatement of allowance for
contractual adjustments and doubtful accounts for patient
receivables.  As a result, it was in technical default under its
bank credit agreement.  A limited waiver was obtained, which is
scheduled to expire on March 31, 2005.

"The current action reflects the expected write-down of
receivables, estimated by the company to be overstated by between
$35 million and $40 million," said Standard & Poor's credit
analyst Cheryl Richer.  "While this adjustment has no effect on
current cash flow, it indicates that prospective cash flow will be
lower than expected."

In addition, MedQuest needs to secure an extension of the limited
waiver it obtained from its lenders (under its bank credit
agreement).  In February, the board of directors placed the chief
financial officer on temporary paid leave to enable the audit
committee to conduct a more independent accounting review.  The
board has subsequently placed the chief executive officer and
president on temporary paid leave.  These positions have been
filled with interim officers.

The previous rating had been based on our higher level of
confidence in MedQuest's management.  While there has been no
determination of improper management conduct, Standard & Poor's is
concerned by the board's action and potential disruptions to the
business.  The company's debt-financed distribution to
shareholders in mid-2004 also weakened the financial profile,
which will now rebound less quickly than had been expected.
Because of these factors, a 'B' rating was seen as a more
appropriate for the company.

MedQuest had agreed to draw down no more than $5 million of the
$51 million available under the revolving credit facility.  To
date the company has not accessed the facility; it had $300,000 in
cash at Sept. 31, 2004, (a Dec. 31, 2004, cash balance is not
available).  This is a very limited financial cushion.  Over the
next several months, Standard & Poor's will evaluate the extent of
MedQuest's operating issues and monitor its tenuous financial
condition before resolving the CreditWatch listing.


METOKOTE CORP: Moody's Junks Proposed $65M 2nd Lien Sr. Sec. Debt
-----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings for Metokote
Corporation's $170 million of proposed new guaranteed first-lien
senior secured credit facilities and a Caa1 rating for the
company's $65 million proposed new guaranteed second-lien senior
secured credit facility.

Total commitments under the proposed new credit agreements
represent a $30 million increase versus the $205 million of
remaining commitments under the existing credit agreement.

Moody's additionally downgraded all existing ratings for
Metokote.  The rating actions were taken in conjunction with the
company's acknowledgement of its intention to raise incremental
debt through the bank facilities and a pending sale/leaseback for
the purpose of financing approximately $68 million of payments to
its equity holders.

The rating outlook is stable.

These specific rating actions were taken:

   * Assignment of B2 rating for Metokote's $170 million of
     proposed new guaranteed first-lien senior secured credit
     facilities consisting of:

     1. $30 million revolving credit facility due March 2010;

     2. $140 million term loan B due September 2011;

   * Assignment of Caa1 rating for Metokote's proposed new
     $65 million guaranteed second-lien senior secured credit
     facility due March 2012;

   * Downgrade to B2, from B1, of Metokote's senior implied
     rating;

   * Downgrade to Caa2, from Caa1, of Metokote's senior
     unsecured issuer rating;

   * Downgrade to B2, from B1 of Metokote's $160 million
     aggregate of existing first-lien credit facilities, which
     ratings will be withdrawn upon prepayment and termination
     of the facilities; and

   * Downgrade to Caa1, from B3, of Metokote's $45 million
     existing second-lien facility, which rating will be
     withdrawn upon prepayment and termination of the facility

Per the proposed terms, the proceeds of the new credit agreement
would be used to:

   1. Refinance existing debt, including outstandings under the
      existing credit agreement;

   2. Take payments in respect of dividends, stock
      repurchases, or otherwise on account of equity and also
      make payments to management in an aggregate not to exceed
      $35 million;

   3. Pay fees and expenses in connection with the proposed
      transactions; and

   4. Provide for working capital and general
      corporate purposes.

Within six months of closing the proposed bank refinancing
transaction Metokote also plans to execute a $35 million
sale/leaseback of certain general purpose plant facilities with
the expectation of funding an additional return of equity of up to
$35 million.

After taking into account the $31.5 million of equity distributed
to shareholders during the first quarter of 2004 and assuming that
all stages of the proposed transactions are completed, an
estimated $100 million of cash equity will have been returned to
the company's equity sponsors and affiliated parties.

The rating assignments and rating downgrades reflect Moody's
belief that Metokote's cash flows are being aggressively managed
for the benefit of the company's equity sponsorship, instead of
for achieving debt and leverage reduction.  It is Moody's opinion
that Metokote needs to reduce -- rather than increase -- its loan
outstandings while performance of its cyclical end markets is
strong, most notably including the agricultural and construction
markets.

Pro forma total debt/EBITDAR leverage (which captures the present
value of operating leases as debt) is expected to increase to
about 4.5x, from 3.9x, upon closing the credit agreement increase
and funding the initial portion of the proposed dividend/share
repurchase.  This leverage measure would further increase on a pro
forma basis to about 4.9x upon closing the intended sale/leaseback
and financing the remaining balance of the proposed dividend/share
repurchase.

EBIT coverage of cash interest would also decline to near 1.5x,
from more than 3.0x, on a pro forma basis assuming all proposed
refinancing transactions occur.

Moody's furthermore observes that Metokote is currently
experiencing significant growth in the number of its InSite
contracts, which growth is driving capital investment up to a
substantial annual rate of about 1.6x depreciation (or $25
million) for the purpose of building out the required proprietary
equipment.

Per the terms of the existing credit agreement, property plant and
equipment located on site at customer-owned premises is subject to
negative pledges, rather than pledged directly to the lenders. The
company's small critical mass, with revenues just exceeding $200
million, adds to the potential risk of loss.  Metokote's general
purpose plants which still account for about half of the company's
revenues (but a significantly lower percentage of its operating
margins) are not typically operated under customer contracts and
continue to have low average capacity utilization.

The rating actions and stable outlook more favorably reflect
several positive operating dynamics.  Metokote is more than twice
the size of its next-largest non-captive competitor.  The company
stands to capture a steadily increasing proportion of the overall
global coating application market (estimated at $25 billion+) as
the pace of outsourcing picks up and as Metokote adds some more
flexible and modular plant design options which are characterized
by shorter payback periods.

Metokote is winning InSite awards at a faster pace than
historically and is also having success at renewing older
contracts.  This dynamic is shifting the overall balance of its
revenue base more toward higher-margin business under long-term
contracts.  While capital spending to build out new plants is
rising in significance, the expenditures are discretionary and are
not made until a contract is executed.

Metokote experiences limited variability of revenues and margins
within its InSite locations as a result of fluctuating volume
levels.  This is attributable to the fact that all of its
contracts contain protective provisions designed to ensure minimum
profitability (such as a fixed payment components or sliding rate
scales dependent upon volumes).

Metokote's revenue base is increasingly diversified
geographically, with only about 65% of current revenues
attributable to the US.  The number of end markets served has also
broadened and the company is furthermore realizing repeat
customers.  Metokote continues to rationalize and refocus its
general purpose plant footprint and has been demonstrating some
success at realizing higher margins on this business.

Future events that would likely have a negative impact on
Metokote's outlook of ratings include any further decapitalization
of the company's common equity base, failure of the company to
continue generating positive cash available for debt service (from
operations, after capital expenditures), a material decline in
effective liquidity, excessive capital investment, indications
that customer price compression is driving lower overall margins
and negotiation of less favorable InSite terms (with regard to
overall pricing and returns, certainty of minimum revenues,
ability to terminate early without sufficient penalty, etc.),
and/or deterioration in the performance of the company's general
purpose plants due to weakened end market demand or other factors.

Future events that could potentially drive improvement of
MetoKote's outlook or ratings include continued generation of
positive operating cash flows after capital expenditures and
application of the cash for debt reduction, a sustainable decline
in leverage (as defined above) below 4.0, a meaningful increase in
the number of net new InSite wins driving top line revenue growth,
further rationalization of general purpose production capacity, or
an equity reinvestment in the company to support a greater focus
on new business growth.

The B2 ratings of MetoKote's proposed $170 million of guaranteed
senior secured first-lien bank credit facilities reflect the
benefits and limitations of the collateral and guarantee package
under the proposed new guaranteed senior secured credit agreement.

The proposed guaranteed first-lien bank credit facilities will be
secured by first-priority liens on substantially all assets of the
company and its existing, after-acquired or after-organized
domestic subsidiaries including, but not limited to, accounts
receivable; inventory; property, plant, and equipment; and real
property.

However, specifically excluded from the bank collateral package is
equipment located at MetoKote's InSite plant locations owned by
the company's customers.  This excluded security category will
notably grow in significance as the number of annex facilities is
increased.

Also pledged to the bank group is 100% of the stock of Metokote
and its domestic subsidiaries and up to 65% of the stock of
Metokote's first-tier foreign subsidiaries.  Unconditional secured
guarantees are provided by Metokote's existing and any after-
acquired/after-organized domestic subsidiaries.

The Caa1 rating of MetoKote's proposed $65 million guaranteed
second-lien term loan reflects the second-priority interest of the
holders in the perfected security interests and in the guarantees.
Lenders under the second-lien term loan will execute a separate
credit agreement and will have no ability to exercise any rights
or remedies with respect to the collateral until all first-lien
commitments are paid in full and all related first-lien
commitments have been terminated.

The two-notch rating differential versus the rating for the
first-lien commitments reflects the limited liquid collateral
coverage associated with this service-related business and the
fact that a substantial portion of the sponsor's equity will be
redeemed with the proceeds of this loan.

The nature of MetoKote's business requires the company to maintain
only a minimal inventory balance. As previously indicated, only a
negative pledge will be put in place with regard to equipment held
within the annexes, and the company does not own the real estate
associated with the annexes. The second-lien loans can be prepaid
at 102% in year 1, 101% in year 2, and at par thereafter.

Metokote, headquartered in Lima, Ohio, provides a full suite of
outsourced industrial coating services to manufacturers in North
America, Brazil, Mexico, and Europe.  The company offers solutions
either within a customer's facility or at one of Metokote's
regional facilities.

End markets served include automotive, heavy truck, agricultural
and construction, metal furniture, appliances, and consumer
products.

Annual revenues currently approximate $210 million.


MQ ASSOCIATES: Moody's Junks $180 Mil. Senior Subordinated Notes
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of MQ Associates,
Inc., and its wholly owned subsidiary, MedQuest, Inc., and placed
the ratings on review for possible downgrade.

The rating action follows the announcement that the Board of
Directors placed three company executives on paid administrative
leave in connection with the Audit Committee's ongoing review of
the valuation of the net patient receivables as presented in
historical financial statements.

The company announced this week that Gene Venesky, the Chief
Executive Officer, and J. Kenneth Luke, the President, were placed
on paid administrative leave.  The company had previously
announced that the Board of Directors asked Thomas C. Gentry, the
Chief Financial Officer, to take paid administrative leave in
connection with the review.

Ratings downgraded and place on review for possible downgrade:

MQ Associates:

   * $85 million ($136 million aggregate principle amount)
     senior discount notes due 2012, from Caa1 to Caa2

   * Senior unsecured issuer rating, from Caa1 to Caa2

MedQuest:

   * $80 million senior secured revolving credit facility due
     2007,from B1 to B2

   * $60 million senior secured term loan due 2009, from B1 to B2

   * $180 million senior subordinated notes due 2012, from B3
     to Caa1

   * Senior implied rating, from B1, reassigned to MQ Associates
     (the highest corporate level debt issuer) at B2

Ratings assigned:

   * Senior implied rating at MQ Associates, rated B2

The change in the company's ratings reflects Moody's concerns
about the effect of the overstatement of patient receivables
(presently estimated on a preliminary basis by the company at
$35-$40 million) on previously reported amounts and Moody's
forecasts of 2005 results of operations and expected cash flows.

The rating action also reflects Moody's belief that the absence of
key members of the company's management team and the ongoing
review could prove a distraction and disrupt the operations of the
company.  Moody's also believes the recent action of the company
to place additional executives on administrative leave could be an
indication of internal control deficiencies at the company.

The ratings remain on review for possible downgrade to reflect the
uncertainty around whether these issues or the inability of the
Audit Committee to complete its review could prevent the company
from filing its Form 10-K with the SEC by March 31, 2005 or from
obtaining an extension of its limited waiver from lenders under
its senior credit facility.

The company has indicated that it obtained a limited waiver from
the lenders that is scheduled to expire on March 31, 2005.  Among
other things, the waiver limits Medquest's borrowing to an
additional $5 million under its revolving credit facility.

MedQuest is an operator of independent, fixed-site, outpatient
diagnostic imaging centers. MedQuest, Inc., is a wholly owned
subsidiary of MQ Associates, Inc.  The company's centers provide
diagnostic imaging services using a variety of technologies
including magnetic resonance imaging, computed tomography, nuclear
medicine, general radiology (fluoroscopy and x-ray), ultrasound
and mammography.

For the twelve months ended September 30, 2004, MedQuest had net
revenues of $278 million.


NAVIGATOR GAS: Committee Wants $850,000 of Civil Sanctions Paid
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Navigator Gas Transport PLC and its debtor-affiliates' chapter 11
cases, asks the U.S. Bankruptcy Court for the Southern District of
New York to enter a judgment imposing civil contempt sanctions
from September 7, 2004, through November 30, 2004, against
Cambridge Gas Transport Corporation, Shaun Fergusson Cairns and
Giovanni Mahler for failure to abide with the Court's order in aid
of consummation of the confirmed Plan of Reorganization.

The Court ordered the parties on April 16, 2004, to
unconditionally support the Committee's consummation of the Plan.
On several occasions, Cambridge Gas and Messrs. Cairns and Mahler
refused to coordinate with the Committee.  On three occasions, the
Court decreed them to be in contempt of the Order.  The sanctions
previously imposed now total $850,000.

Cambridge Gas and Messrs. Cairns and Mahler have refused to pay
the contempt sanctions, the Committee tells the Bankruptcy Court.

The Committee demands that the $850,000 civil contempt sanctions
be paid now and asks for an additional $623,132 for legal fees and
expenses against each of Cambridge Gas and Messrs. Cairns and
Mahler on a joint and several basis.

The Committee also asks the Court to order Cambridge, Cairns and
Mahler to pay post-judgment interest pursuant to Section 1961 of
the Judiciary Procedures Code through the date of payment at the
rate of 9% per annum.

Headquartered in Castletown, Isle of Man, Navigator Gas Transport
PLC, transports liquefied petroleum gases and petrochemical gases
between ports throughout the world.  The Company along with its
debtor-affiliates filed for chapter 11 protection on Jan. 27, 2003
(Bankr. S.D.N.Y. Case No. 03-10471).  Adam L. Shiff, Esq., at
Kasowitz, Benson, Torres & Friedman LLP represents the Debtors in
the United States.  When the Company filed for protection, it
listed $197,243,082 in total assets and $384,314,744 in total
debts.


NETEXIT: Files Plan & Disclosure Statement in Delaware
------------------------------------------------------
Netexit, Inc., fka Expanets, Inc., and its debtor-affiliates
delivered their Disclosure Statement explaining their Liquidating
Plan of Reorganization to the U.S. Bankruptcy Court for the
District of Delaware.

The Court will convene a hearing to discuss the adequacy of
information contained in the Disclosure Statement on Apr. 5, 2005,
at 9:30 a.m.

                        Assets Sold in 2003

The Debtors remind the Court that, on November 25, 2003, they sold
substantially all of their assets to Avaya, Inc.  As a result of
the sale to Avaya, Netexit and its subsidiaries are left with the
proceeds of the asset sale, no ability generate ongoing revenues,
and a mountain of liabilities.  The Debtors' Liquidating Plan is
is designed to efficiently and economically resolve claims against
their estates and equitably distribute the estates' remaining
assets to creditors.

                        About the Plan

The Plan groups claims and interests into four classes:

    -- priority claims;
    -- general unsecured litigation claims;
    -- general unsecured contract claims; and
    -- equity interests holders.

Holders of approximately $11,768,800 of general unsecured
litigation claims and $189,915,025 of general unsecured contract
claims are projected to recover approximately 24% of what they're
owed.  Equity interests holders will get nothing under the Plan.

                       Prepetition History

Netexit, Inc., formerly known as Expanets, Inc., was a nationwide
provider of networked communications and data services and
solutions to small to mid-sized businesses.  Expanets, itself and
through its subsidiaries, offered sendees including voice and data
networking, internet connectivity messaging systems, advanced call
processing applications, computer telephone networking management
and carrier services.  Expanets was 99% owned by Northwestern
Corporation.  Northwestern is a publicly traded Delaware
corporation that was incorporated in 1923.  Northwestern and its
direct and indirect subsidiaries comprise one of the largest
providers of electricity and natural gas in the Upper Midwest and
Northwest regions of the United States, serving approximately
608,000 customers throughout Montana, South Dakota and Nebraska.
The acquisition of Expanets and several non-utility subsidiary
entities was an attempt by Northwestern to diversity.

Northwestern incurred a significant amount of debt to finance a
number of acquisitions by Expanets, as well as provide it with
working capital, Expanets was formed in 1997 and through
December 31, 1999, had established operations in many major United
States markets through the acquisition of 26 telecom and data
services companies.  In March 2000, in its largest acquisition,
Expanets purchased the Growing and Emerging Markets division of
Lucent Technologies Enterprise Network Group.  NCR's investment in
Expanets took the form of common stock, preferred stock and debt.
The significant investments in Expanets and in other non-utility
businesses, resulted in a severe financial drain on NOR,
particularly when Expanets, as well as other investments,
including Blue Dot, failed to perform as expected.  Eventually,
Northwestern determined to restructure itself and on
September 14, 2003 filed its own Chapter 11 case.

Netexit, Inc., aka Expanets, Inc., based in Sioux Falls, South
Dakota, and its debtor-affiliates filed for chapter 11 protection
on May 4, 2004 (Bankr. D. Del. Case No. 04-11321).  Jesse H.
Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, and Scott D. Cousins, Esq.
Victoria Watson Counihan, Esq., and William E. Chipman, Jr., Esq.,
at Greenberg Traurig, LLP, represent the Debtors.  When the
company filed for chapter 11 protection, it estimated $50 million
in assets and more than $100 million in liabilities.


NORTHWEST TOOL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Northwest Tool & Die Company, Inc.
        2980 Three Mile Road North West
        Grand Rapids, Michigan 49544

Bankruptcy Case No.: 05-03343

Type of Business: The Debtor is a manufacturer of tools and dies.

Chapter 11 Petition Date: March 15, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Perry G. Pastula, Esq.
                  Dunn Schouten & Snoap PC
                  2745 DeHoop Avenue SW
                  Wyoming, MI 49509
                  Tel:(616) 538-6380

Total Assets: $6,644,225

Total Debts: $4,341,241

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
Betz Industries                                          $71,069
2029 Bristol
Grand Rapids Mi 49504

Maco Steel                                               $66,231
8057 Graphic Indust Park Ne
Belmont Mi 49306

Kasten Machinery                                         $61,880
8009 Coxs Drive
Portage Mi 49002

Forward Industries Inc                                   $53,643
Associated Spring
P O Box 223023
Pittsburgh Pa 15251-2023

Good Metals Inc                                          $45,793
P O Box 9469
Wyoming Mi 49509-0469

Priority Health                                          $40,368
P O Box 1571
Grand Rapids Mi 49501-1571

Creston Industrial Sales                                 $36,832
1150 Front St Nw
Grand Rapids Mi 49504-4211

Arbor Gage & Tooling Inc                                 $34,125
203 Logan Sw
Grand Rapids Mi 49503

Ericksons Inc                                            $28,345
2217 Lake Ave
Muskegon Mi 49445

Mich Wire Edm Service Inc                                $26,887
1221 Taylor
Grand Rapids Mi 49505

Ajacs Die Sales Corp                                     $23,132
P O Box 9316
Grand Rapids Mi 49509

Michigan Dept Of Treasury                                $22,930
Treasury Building
Lansing Mi 48918

Waddell Electric Co                                      $22,407
4279 Three Mile Rd Nw
Grand Rapids Mi 49544

Vans Pattern Corp                                        $22,180
11 Sweet St Nw
P O Box 1971
Grand Rapids Mi 49501

Intern'l Coatings Inc                                    $21,336
P O Box 956
Fenton Mi 48430

C B Dekorne Inc                                          $17,853
2 Sweet St Ne
P O Box 2349
Grand Rapids Mi 49501

Hansen Balk Co                                           $15,054
1230 Monroe Ave Nw
Grand Rapids Mi 49505

Bergers Supply Co                                        $14,232
725 Lake Michigan Dr Nw
Grand Rapids Mi 49504

Laser Access                                             $14,190
1615 Broadway Nw
Grand Rapids Mi 49504

Metrologic Group Serv Inc                                $12,230
24148 Research Dr
Farmington Hills Mi 48335


ORION TELECOM: Committee Says Chapter 11 Was a Disaster
-------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Orion
Telecommunications Corp.'s chapter 11 case says the outcome of the
company's restructuring was far from a success, and a March 15,
2005, press release quoting Peter Sicilian, Jr., OTC's founder,
about the successful result is a joke.

Orion Telecommunications Corp. exited chapter 11 on Monday, March
14, 2005.  How?  Chief Judge Stuart M. Bernstein entered an order
converting the chapter 11 case to a chapter 7 liquidation
proceeding!  A copy of the conversion order is available at no
charge at:

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

That same day, the United States Trustee appointed:

     Gregory Messer, Esq.
     395 Pearl Street, 2nd Floor
     Brooklyn, NY 11201
     Telephone (718) 858-1474
     Fax (718) 797-5360

as the chapter 7 trustee to oversee the liquidation of the
Debtor's estate.

In e-mail correspondence with the Troubled Company Reporter's
editors, Sheila Carson, Esq., at Lowenstein Sandler PC, counsel to
the Creditors' Committee, said:

     "Although your article states that 'OTC is the first
     and only prepaid calling card company to successfully
     emerge from bankruptcy protection,' this case was
     hardly a successful emergence as evidenced by the fact
     that substantially all of OTC's assets, including the
     name Orion Telecommunications Corp., were sold by
     credit bid to OTC's pre and post-petition lender,
     Prestige Capital Corp., which, in turn sold the assets
     to CVTel.  Prestige suffered a multi-million loss and
     the unsecured creditors will most likely receive a de
     minimus distribution (from a carve-out negotiated
     between the Committee and . . . Prestige).  Again, from
     the Committee's perspective, OTC clearly did not
     'successfully emerge from bankruptcy protection.'"

Ms. Carson also pointed out that the Troubled Company Reporter's
editors didn't do their homework -- and she's right.

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


OWENS CORNING: Gets Court Okay to Assume Provia Software Agreement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Owens Corning and its debtor-affiliates to assume the agreements
they inked with Provia Software, Inc.:

    -- a Viaware(R) License Agreement,
    -- a Viaware(R) Services Agreement and
    -- a Viaware(R) Support Agreement.

Pursuant to these Software Agreements, Owens Corning utilizes
Provia's warehouse management system and yard management system.
Owen Corning also obtains from Provia related training,
installation, implementation and other professional services, as
well as technical support and updates, revisions and new versions
of the Software.  The Software currently is installed at 28
warehouse facilities and plants.  Plans are underway to have the
Software installed at six additional facilities in 2005.

The Software is a focal point of inventory management and product
distribution at the Facilities.  The Warehouse Management System,
for example, tracks products received from production and
identifies, among other things, where products are stored, when
products are moved from a location, when products are to be
shipped, and when trailers are being loaded with products.  Yard
Management Systems also tracks Owens Corning's trailers and common
carriers' fleets of trailers assigned to Owens Corning.

The Software automatically updates Owens Corning's enterprise
resource planning system, which runs substantially all aspects of
most of Owens Corning's businesses in an integrated manner.  The
Software's ability to integrate well and directly interface with
the resource planning system, together with certain unique
functionality like the abilities to track curing periods for
certain finished goods and variable weight pallets, are some of
the attributes which led Owens Corning to select the Provia
Software.

On April 4, 2001, Provia filed Claim No. 2530 and asserted an
unsecured non-priority claim against Owens Corning for $271,432,
representing goods sold and services rendered pursuant to the
Software Agreements.

After certain discussions regarding the Claim and the Software
Agreements, the Parties agreed that Owens Corning will assume the
Supply Agreements and pay to Provia $206,000, as Cure Amount, in
full and complete satisfaction of Owens Corning's cure obligation
pursuant to Section 365 of the Bankruptcy Code.

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)


PENN TRAFFIC: Court Confirms Chapter 11 Plan of Reorganization
--------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr. of the United States Bankruptcy
Court for the Southern District of New York confirmed The Penn
Traffic Company's (OTC:PNFTQ.PK) First Amended Plan of
Reorganization at a hearing yesterday.  The effective date for the
Plan is expected by the end of March, 2005, at which time Penn
Traffic will emerge from chapter 11.

Robert Chapman, President and Chief Executive Officer of Penn
Traffic, said: "[Yester]day's confirmation represents a new
beginning for Penn Traffic. We are extremely pleased with the
Court's decision and the support we have received from our
creditors during this critical time. Looking ahead, we are
encouraged by the Company's prospects. Penn Traffic will emerge
from chapter 11 with a solid financial platform, a core of healthy
and competitive supermarkets, and strong bakery and
wholesale/franchise operations. We believe Penn Traffic possesses
the key resources necessary to maintain a strong, competitive
position in the industry, as well as a sound financial future."

The Company said that the creditors who voted on its Plan of
Reorganization voted overwhelmingly in its favor.

Pursuant to the Plan of Reorganization, upon emergence:

   -- Penn Traffic's post-petition secured lenders will be repaid
      in full in the approximate amount of $30-40 million;

   -- Holders of allowed unsecured claims in the approximate
      aggregate amount of $295-305 million will receive their pro
      rata share of 100% of the newly issued common stock of
      reorganized Penn Traffic, subject to dilution in respect of
      up to 10% of the new common stock reserved for a management
      incentive program yet to be determined; and

   -- Penn Traffic's existing common stock will be cancelled.

The Company estimates that it will need approximately $30 million
in cash to make the payments required under the Plan on or around
the Effective Date. As of the Effective Date, the Company will
enter into a $164,000,000 principal amount exit financing facility
consisting of a term loan of $6,000,000, a revolver of
$130,000,000 and a supplemental real estate facility of
$28,000,000. In addition, the Company will consummate a sale-
leaseback transaction pursuant to which Penn Traffic will sell its
five owned distribution centers located in New York and
Pennsylvania to Equity Industrial Partners Corp. for $37,000,000
and Equity Industrial will lease the distribution centers back to
Penn Traffic for an initial term of 15 years, with four
consecutive five year options to renew the lease. The exit
financing facility together with the $37 million proceeds of the
sale-leaseback transaction and cash generated by the business will
ensure that the reorganized Company will have sufficient liquidity
to make all cash payments required by the Plan and to operate its
business after emergence from chapter 11.

The Company's confirmation of its Plan reflects the turnaround in
the Company's operating performance and financial condition since
it entered chapter 11. Key elements of the turnaround at Penn
Traffic include:

   -- The sale or closing of unprofitable and non-core operations,
      including the Big Bear supermarket chain and approximately
      37 additional supermarkets.

   -- Substantial improvements in working capital management
      through changes in operating philosophy and discipline.

   -- Implementation of operating cost reductions through overhead
      reductions and facility consolidations.

   -- Implementation of new product, marketing and distribution
      initiatives.

Mr. Chapman also said: "I want to thank our employees for their
hard work and commitment during this process and I am gratified by
the continued support from our customers and suppliers who have
all contributed to our successful reorganization."

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


RANCHO LAS FLORES: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Rancho Las Flores Development
             77682 Country Club Drive, Suite B-1
             Palm Desert, California 92211

Bankruptcy Case No.: 05-12224

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Rosedale Properties LLC                    05-12225
      Desert Community Developers                05-12228
      Desert Community Developers II             05-12234

Type of Business: The Debtor is a land developer.

Chapter 11 Petition Date: March 11, 2005

Court: Central District of California (Riverside)

Judge: Mitchel R. Goldberg

Debtors' Counsel: Michael B. Reynolds, Esq.
                  Snell & Wilmer
                  1920 Main Street, Suite 1200
                  Irvine, CA 92614
                  Tel: 949-253-2700

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtors' 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Flores Arturo et al.          Contract claim -           Unknown
c/o Singleton & Associates    RCSC Case No. INC
1950 5th Avenue Ste. 200      048245
San Diego, CA 92101

Montoya Javier et al.         Contract claim -           Unknown
c/o Anthony Shafton, Esq.     RCSC Case No. INC
74399 Highway 111 Ste. M      48979
Palm Desert, CA 92260

RBI Engineering                                          Unknown
74410 Hwy. 111
Palm Desert, CA 92260

Rodriguez Carlos et al.       Contract claim -           Unknown
c/o Anthony Shafton, Esq.     RCSC Case No. INC
74399 Highway 111 Ste. M      048739
Palm Desert, CA 92260


RELIANCE GROUP: Creditors Want Order in Aid of Plan Consummation
----------------------------------------------------------------
The Official Unsecured Bank Committee and the Official Unsecured
Creditors' Committee of Reliance Group Holdings, Inc., and its
debtor-affiliates' chapter 11 cases ask Judge Gonzalez to:

   a) authorize the effectiveness of James A. Goodman's Employment
      Agreement, nunc pro tunc to February 1, 2005;

   b) amend the form of Reliance Financial Services Corporation's
      Amended and Restated Articles of Incorporation;

   c) authorize RFSC to consent to the assignment of certain Bank
      Claims.

                   Goodman's Employment Agreement

Under the RFSC Plan, Judge Goodman will be the Chief Executive
Officer of Reorganized RFSC as of the Effective Date.  It was
originally contemplated that the Effective Date would be around
February 1, 2005.

The Committees assert that Judge Goodman's role as CEO of
Reorganized RFSC is necessary for RFSC's successful emergence
from bankruptcy and Judge Goodman is prepared to commit to
undertake that role, even with the understanding that he will not
be receiving directors' and officers' liability insurance from
the Debtor.  In fact, Mr. Goodman has already begun assisting the
Debtor by undertaking tasks to facilitate the consummation the
RFSC Plan, including:

   (a) attending to the pre-closing of all RFSC Plan documents,
       including corporate governance and loan documents, in
       preparation for his role as CEO and Director;

   (b) entering into negotiations with a bank to open Reorganized
       RFSC's various operating accounts;

   (c) meeting and negotiating with Reorganized RFSC's proposed
       accounting firm to provide day-to-day accounting services
       that Reorganized RFSC will require and reviewing with them
       relevant agreements and guidelines in preparation for their
       role; and

   (d) meeting with the proposed auditors and tax accountants for
       Reorganized RFSC.

The effective date of Judge Goodman's Employment Agreement has
been delayed in light of certain inadvertent delays with respect
to the RFSC Plan process in order to:

    -- allow the Committees to successfully reach a global
       settlement with the Pension Benefit Guaranty Corporation;
       and

    -- allow the Creditors' Committee to commence a new plan
       process in order to allow the Debtor to confirm a plan of
       reorganization.

Judge Goodman has requested that his Employment Agreement be made
effective, nunc pro tunc to February 1, 2005, so that his time
and efforts devoted to consummation of the RFSC Plan will be
credited.

The Committees believe that Judge Goodman's request is reasonable
and appropriate in light of the nature and amount of the services
he provided.

                 Amended Articles of Incorporation

Upon the Effective Date, the equity interests of Reliance Group
Holdings will be cancelled and the common stock of Reorganized
RFSC will reside with the holders of Class 2 Bank Claims.

Pursuant to the Amended and Restated Articles of Incorporation,
High River Limited Partnership will have the exclusive right for
the first 35 days after the first anniversary of the Effective
Date to purchase Reorganized RFSC common stock.  The High River
Option was included in the form of Amended and Restated Articles
of Incorporation pursuant to a letter agreement, dated July 2,
2004, between High River and the Bank Committee.

                       High River Assignment

The holders of the Bank Claims are the agents and lenders that
are, or were, from time to time, parties to a Credit Agreement,
dated as of November 1, 1993, as amended and restated as of
April 25, 1995, and as amended and modified through the Petition
Date, with, inter alia, RFSC.  Several of the Banks, including,
High River, AG Capital Funding Partners, L.P., Amroc Investments,
LLC and Silver Oak Capital LLC now wish to assign their positions
with respect to the Bank debt under the Bank Credit Agreement to
the Jefferies Group, Inc.

Pursuant to the terms of the Bank Credit Agreement, the High
River Assignment requires the consent of:

    (i) RFSC, as borrower under the Bank Credit Agreement, and
   (ii) the holders of 66-2/3% of the Bank Debt.

As of March 4, 2005, a unanimous written consent to the High River
Assignment has been obtained from the holders of the Bank Debt.
RFSC has agreed in principle to the execution of the High River
Assignment.

                 Amended Articles of Incorporation &
              High River Assignment Should be Approved

The Committees believe that the Debtor's execution of the consent
to the High River Assignment would be an action in the ordinary
course of RFSC's business.

As the borrower under the Bank Credit Agreement, RFSC had various
rights and obligations.  Among other things, its written consent
is required for any waiver or amendment of a provision or
provisions of the Bank Credit Agreement.  Without the requisite
consent, the High River Assignment would contravene certain
limitations in the Bank Credit Agreement regarding the percentage
of Bank Debt an assignee may acquire.  The execution of a consent
allowing that assignment would simply be an ordinary action taken
by RFSC under the Bank Credit Agreement.  Furthermore, the Debtor
has already agreed to execute that consent, subject to Court
approval.

The Committees propose to clarify the form of Amended and
Restated Articles of Incorporation with respect to the provision
concerning the High River Option, by making the High River Option
expressly conditional upon High River or its affiliates remaining
the beneficial owners of the common stock of Reorganized RFSC
issued to High River and its affiliates on the Effective Date.
Assuming the effectiveness of the High River Assignment, High
River will no longer be a Bank and, in fact, will no longer have
any outstanding interest in the Debtor after the Effective Date.
Thus, the proposed modification of the Amended and Restated
Articles of Incorporation should have no material adverse effect
on the rights of any party to RFSC's Chapter 11 case.

The Official Unsecured Bank Committee is represented by Andrew P.
DeNatale, Esq., Richard Horsch, Esq., Daniel P. Ginsberg, Esq.,
and Elizabeth Feld, Esq., at White & Case LLP, in New York.

Arnold Gulkowitz, Esq., and Brian Goldberg, Esq., at Orrick,
Herrington & Sutcliffe LLP, in New York are the attorneys for the
Official Unsecured Creditors' Committee.

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


RICHTREE INC: Has Until April 29 to File Proposal Under BIA
-----------------------------------------------------------
The Ontario Superior Court of Justice has granted orders to
Richtree Inc. and Richtree Markets Inc. extending to April 29,
2005, the time for them to file proposals pursuant to the
Bankruptcy and Insolvency Act.

The Court also authorized Richtree Inc. and Markets to enter into
an extension and amendment of the debtor-in-possession term sheet
with Catalyst Fund General Partner I Inc. originally dated
Oct. 18, 2004, extending the DIP term sheet to April 29, 2005.
The maximum amount available under the DIP financing remains at
$4.0 million.

Richtree said the previously disclosed sale of the property,
assets and undertaking of Markets to Richtree Market Restaurants
Inc., a newly incorporated company controlled by Catalyst,
Richtree's senior secured lender, is currently expected to close
by the end of March 2005.  Markets shall, until the completion of
the sale, remain in possession of its property and shall carry on
its business, subject to and in a manner consistent with the
purchase agreement entered into as of Feb. 14, 2005.

Richtree confirmed the view expressed several times previously
that the shareholders of Richtree Inc. are highly unlikely to
recover any value for their Class B Subordinate Voting shares
(MOO.SV.B) from the Richtree restructuring process and therefore
unlikely to have any continuing economic interest in Richtree.

                         About the Company

Richtree, Inc., is the holder of exclusive master franchise rights
from Movenpick Group of Switzerland to operate and sub-franchise
Movenpick March, and Marchelino restaurants in Canada and the
United States and to operate Movenpick restaurants in Canada. The
Company owns and operates 4 March, restaurants, 6 Marchelino
restaurants, 2 Take-me! March, outlets and 4 Movenpick restaurants
in Toronto, Ottawa, Montreal and Boston. In addition, the Company
operates 12 Take-me! March, outlets in a joint venture with
Loblaws.


SIMSBURY CLO: Fitch Junks Ratings on Three Mezzanine Notes
----------------------------------------------------------
Fitch Ratings affirms seven classes of notes issued by Simsbury
CLO, Limited.  These rating actions are effective immediately:

    -- $162,024,064 class I senior notes at 'AAA';
    -- $23,000,000 class II senior notes at 'AA+';
    -- $41,000,000 class III mezzanine notes at 'BBB+';
    -- $39,250,000 class IVA mezzanine notes at 'BB';
    -- $16,750,000 class IVB mezzanine notes at 'BB';
    -- $3,740,185 class V mezzanine notes at 'B+';
    -- $9,000,000 class VIA mezzanine notes at 'CC';
    -- $8,750,000 class VIB mezzanine notes at 'CC';
    -- $42,650,000 subordinated notes at 'C'.

Simsbury is a collateralized loan obligation -- CLO -- managed by
Babson Capital Management LLC that closed Sept. 15, 1999.
Simsbury is composed of approximately 80% senior secured loans and
20% high yield bonds.  Included in this review, Fitch discussed
the current state of the portfolio with the asset manager and
their portfolio management strategy.  In addition, Fitch conducted
cash flow modeling utilizing various default timing and interest-
rate scenarios to measure the breakeven default rates relative to
the minimum cumulative default rates required for the rated
liabilities.

Since the last rating action, the collateral has continued to
perform within expectations.  The weighted average rating has
improved to 'B+' as of the most recent trustee report dated Jan.
14, 2005, from 'B' as of Dec. 13, 2002.  The senior par value test
has increased from 125.82% to 162.72%.  The class III/IV mezzanine
par value test has increased from 102.16% to 106.76%.  Currently,
the class V/VI mezzanine par value test has increased from 96.80%
to 99.2% but is not passing its required threshold of 100.0%.  The
failure of the class V/VI mezzanine par value test results in the
redemption of the class V and VI notes.  To date, 68.8% of the
class V notes have been redeemed.  The positive credit
improvements are slightly offset by a declining weighted average
spread and weighted average coupon.  The weighted average spread
has decreased to 2.76% from 3.28%.  The weighted average coupon
has decreased to 9.68% from 9.94% and is not passing its required
threshold of 10.15%.

The ratings of the class I, II, III, IV, V, and VI notes address
the likelihood that investors will receive full and timely
payments of interest on scheduled interest payment dates as per
the documents, as well as the stated balance of principal by the
legal final maturity date.  The rating of the subordinated notes
addresses the receipt of the stated balance of principal by the
legal final maturity date.  Since inception the subordinated notes
have received approximately $32 million or 76% of the original
investment.

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


SOLUTIA INC: Allows Hissey Kientz to File Group Claim
-----------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Solutia, Inc., and certain
individuals holding claims asserted in various litigation pending
in the state of Texas agree that Hissey, Kientz & Herron
P.L.L.C., as the Claimants' counsel, may file a group proof of
claim in lieu of the Claimants filing numerous individual proof of
claim forms.

Before the Debtors' bankruptcy petition date, Hissey Kientz filed
complaints on the Claimants' behalf against Solutia and numerous
other defendants in Texas state courts located in the Brazoria,
Galveston, Harris, Jefferson, Milam, Nueces and Travis counties,
asserting, among other claims, asbestos-related personal injury
claims.

A list of the Claimants is available for free at:

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

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: Equity Comm. Questions Monsanto's Spin-Off Disclosure
------------------------------------------------------------------
For the past several months, the Official Committee of Equity
Security Holders appointed in the chapter 11 cases of Solutia,
Inc., and its debtor-affiliates engaged in an extensive
investigation and analysis regarding the circumstances and
structure of the 1997 spin-off of Solutia, Inc., by Pharmacia
Corporation (Old Monsanto).  The Equity Committee's investigation
included extensive legal analysis and the review of tens of
thousands of pages of documents produced by Pharmacia, Monsanto
Company, Goldman Sachs & Company and the Debtors.

The Equity Committee retained an independent environmental
consultant, which was approved over the strenuous objection of
the Official Committee of Unsecured Creditors, to assist the
Equity Committee in its analysis of the Debtors' current and
historic environmental liabilities.

As a result of its analysis and investigation, the Equity
Committee determined that after depriving Old Monsanto's
chemicals business of necessary cash for capital expenditures for
several years, the company decided that the most effective method
to further insulate its burgeoning life sciences business from
significant environmental and other legacy liabilities was to
create a new corporate entity in which it could transfer
substantial debt obligations and enormous legacy liabilities.
Thus, Old Monsanto structured the spin-off of Solutia by
allocating to Solutia an excessive share of the liabilities,
leaving Solutia with little hope of surviving over the long term.

According to Karen B. Dine, Esq., at Pillsbury Winthrop LLP, in
New York, Old Monsanto rationalized the one-sided allocation of
legacy liabilities by asserting that it was requiring Solutia to
assume liabilities associated with the "chemicals" business.
However, the reality is that the production of most, if not all,
of the "chemicals" that give rise to the most significant
liability had ceased many years before the Spin-Off and that
those "chemicals" had no more connection with the businesses
transferred to Solutia than those businesses that remained with
Old Monsanto.  In some cases, the historical "chemicals" at issue
were more closely aligned with the agriculture business retained
by Old Monsanto, yet Old Monsanto still forced those liabilities
on Solutia.

It is clear to the Equity Committee that Solutia was
undercapitalized from its inception and could not service the
substantial liabilities that were transferred to it from Old
Monsanto which were not disclosed by Old Monsanto to the
unsuspecting purchasers of Solutia stock in the public market or
to the debt rating agencies that determined Solutia's investment
grade credit rating.

"Based on a review of the documents, it appears that in
structuring the Spin-Off, Old Monsanto knew or should have known
that significant residual environmental contamination existed at
its historical chemicals plants due to Old Monsanto's failure to
invest in environmental controls at the time it manufactured such
infamous chemicals and other hazardous materials as dioxin, agent
orange and PCBs," Ms. Dine relates.  "However, the true risks
associated with Old Monsanto's historical production of these
infamous chemicals had never been disclosed to its own
shareholders/investors, including the risks that certain events,
if they occurred, could cause the environmental liabilities to
exceed the $1 billion range."

The information Old Monsanto provided to the public in connection
with the Spin-Off and the ultimate sale of Solutia stock was
incomplete and misleading.  The disclosures painted a picture of
a company with manageable environmental and tort exposure in the
$250 million range.  The disclosures made to unsuspecting equity
holders failed to adequately describe the significant
environmental challenges and costs that Old Monsanto knew it
faced.

Full disclosure to its investors of the truth about the scope of
Old Monsanto's environmental liability exposure at the time of
the Spin-Off would have jeopardized Old Monsanto's ability to
successfully transfer these significant liabilities to Solutia.
In the end, Old Monsanto dumped all of these legacy environmental
and related tort risks into Solutia without properly disclosing
the true nature of the risks to prospective equity investors in
the public markets and without transferring sufficient assets to
Solutia to service these liabilities, thus rendering Solutia
undercapitalized and insolvent on the date of the spin-off.

Not only did Old Monsanto force Solutia to assume these and other
significant legacy liabilities, it required an indemnity from
Solutia to protect Old Monsanto from the risk that it would
choose to or be required to pay any amounts on account of those
legacy liabilities.  Compounding this inequity, Old Monsanto and
New Monsanto required Solutia to grant the same indemnity to New
Monsanto in 2002.  New Monsanto provided no consideration for
this new indemnity obligation.

Old Monsanto and New Monsanto now seek to enforce against Solutia
onerous and unconscionable indemnity provisions they required at
the time of the Spin-Off and thereafter, and recover hundreds of
millions of dollars of alleged claims against Solutia's estate.
The Equity Committee objects to these efforts.  As a result of
its extensive investigation, the Equity Committee has filed a
complaint and objection seeking to disallow the claims asserted
by Old Monsanto and New Monsanto and to avoid and challenge the
indemnity provisions and ultimately require Old Monsanto and New
Monsanto to bear the exclusive financial burden of the legacy
liabilities they created.

Ms. Dine relates that the causes of action alleged in the Equity
Committee Objection include various legal theories to disallow
and avoid the claims asserted by Monsanto and Pharmacia and also
include various claims to "reallocate" financial responsibility
for the legacy environmental and tort liabilities back to
Monsanto where they properly belong.

In its Objection, the Equity Committee asserts that the proofs of
claim filed by Old Monsanto and New Monsanto against the Debtors
should be disallowed or recharacterized and subordinated.  The
Equity Committee alleges wrongful and inequitable conduct of Old
Monsanto, in connection with the Spin-Off, and New Monsanto, in
connection with Solutia's granting New Monsanto the indemnity on
which many of New Monsanto's claims are based.

Moreover, based on inequitable conduct of Old Monsanto and New
Monsanto, the Equity Committee also ask the Court to declare
that:

    * the provisions of the Distribution Agreement, as amended,
      that provide for the assumption of the Legacy Liabilities by
      Solutia as well as the indemnities of Old Monsanto and New
      Monsanto should be declared unconscionable and therefore
      void and unenforceable;

    * the Debtors' estate has a right of contribution under CERCLA
      against Old Monsanto and New Monsanto for 100% of the
      liabilities relating to the environmental contamination
      caused by Old Monsanto and New Monsanto; and

    * the Debtors' estate is entitled to an implied indemnity in
      contract and in tort from Old Monsanto and New Monsanto
      for any claims made relating to the Legacy Liabilities,
      including environmental contamination and tort claims.

As a result of the now pending adversary proceeding against Old
Monsanto and New Monsanto, the Equity Committee will withdraw its
pending Rule 2004 applications and will avail itself to formal
discovery procedures pursuant to the Federal Rules of Bankruptcy
Procedure.

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)


SPX CORP: Noteholders Agree to Amend Senior Note Indentures
-----------------------------------------------------------
SPX Corporation (NYSE: SPW) is extending its pending tender offers
for its 7-1/2% Senior Notes due 2013 and for its 6-1/4% Senior
Notes due 2011.  The offer is subject to the satisfaction of
certain conditions, including the closing of the sale of SPX
Corporation's Edwards Systems Technology business and receipt of
consents in respect of the requisite principal amount of Notes.
The offer is being extended because the Edwards closing has not
yet occurred.

As of 5:00 p.m., New York City time on March 14, 2005,
approximately 63.92% of the 6-1/4% Senior Notes and approximately
79.25% of the 7-1/2% Senior Notes had tendered into the offer,
which would represent receipt of the requisite consents for each
of the 6-1/4% Senior Notes and the 7-1/2% Senior Notes, upon the
closing of the offer.

SPX is extending each of the tender offers for the 7-1/2% Senior
Notes and the 6-1/4% Senior Notes to 5:00 p.m., New York City time
on March 18, 2005.  In addition, the date by which holders of
Notes needed to tender their Notes in order to obtain the consent
payment has also been extended until today, March 18, 2005.
Accordingly, holders who tender their Notes at or prior to 5:00
p.m., New York City time, on March 18, 2005, will receive the
total consideration, including the consent payment, based on the
applicable fixed spread set forth in the Supplement dated Feb. 18,
2005 to the Offer to Purchase and Consent Solicitation Statement
dated Feb. 4, 2005, subject to the terms and conditions set forth
in the Offer to Purchase.  In addition, the price determination
date has now been extended to 2:00 p.m., New York City time on
March 16, 2005.  The terms of the tender for the 6-1/4% Senior
Notes and the 7-1/2% Senior Notes remain unchanged.

As described above, the consent solicitations and the tender
offers will expire today 5:00 p.m., New York City time, on March
18, 2005, unless extended.  The consent solicitations and tender
offers were earlier scheduled to expire at 5:00 p.m., New York
City time, yesterday, March 17, 2005.  Holders who tender their
Notes pursuant to the offers will be required to consent to the
proposed amendments.  The purpose of the consent solicitations is
to, among other things, eliminate substantially all of the
restrictive covenants and certain of the default provisions
contained in the indenture governing the Notes.

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

                        About the Company

SPX Corporation -- http://www.spx.com/-- is a global provider of
technical products and systems, industrial products and services,
flow technology, cooling technologies and services, and service
solutions.

                          *     *     *

As reported in the Troubled Company Reporter on March 9, 2005,
Standard & Poor Ratings Services lowered its corporate credit and
senior secured ratings on SPX Corporation to 'BB+' from 'BBB-'.

At the same time, S&P affirmed its 'BB+' senior unsecured debt
rating on SPX.  All ratings were removed from CreditWatch, where
they were placed on Nov. 15, 2004.  At Dec. 31, 2004, SPX, a
diversified industrial manufacturer headquartered in Charlotte,
North Carolina, had about $2.7 billion in total debt outstanding.

S&P said the Company's outlook is stable.

"The rating actions reflect our view that SPX's business risk
profile has declined to somewhat below average from average pro
forma for the divestitures of BOMAG, Edwards Systems Technologies,
and Kendro," said Standard & Poor's credit analyst Joel Levington.


TELESYSTEM INT'L: Selling Operations to Vodafone for $3.5 Billion
-----------------------------------------------------------------
Telesystem International Wireless Inc. (TSX:TIW)(NASDAQ:TIWI)
entered into definitive agreements with Vodafone International
Holdings B.V., a wholly owned subsidiary of Vodafone Group Plc,
for the sale of its interests in 79.0% of MobiFon S.A. and 100.0%
of Oskar Mobil a.s. for a cash consideration of approximately
US$3.5 billion (subject to adjustments) and the assumption of
approximately US$950 million of net debt (as at December 31,
2004).  The consideration is payable in cash upon closing of the
sale and is not subject to financing.  The sale of TIW's interests
in MobiFon and Oskar will be completed through the sale of its
interests in ClearWave N.V., an indirect 99.99% owned subsidiary.
Vodafone already owns 20.1% of MobiFon. At closing, net proceeds
from the sale along with net cash at TIW is expected to equate to
US$16 per fully-diluted share and is intended to be distributed to
shareholders pursuant to a plan of arrangement, as described more
fully below.

The transaction value based on proportionate net debt represents a
multiple of 10.5x TIW's proportionate Operating Income Before
Depreciation and Amortization for 2004, pro forma for the recently
completed acquisition of a 72.9% interest in Oskar Holdings N.V.
US$16 per share would represent a premium of 21.3% to TIW's three-
month average share price and a premium of 43.0% to TIW's share
price on December 31, 2004.

Closing of the sale is subject to:

     (i) Court approval pursuant to the plan of arrangement,

    (ii) shareholder approval on a basis to be determined by the
         Court (expected to be 66 2/3% of the votes), and

   (iii) customary conditions, including the receipt of all
         necessary regulatory approvals under relevant competition
         legislation (EU and Romania).

Closing of the sale will take place as soon as practicable after
receipt of such regulatory approvals, which is expected to occur
in the third quarter of 2005.

Certain shareholders of TIW (namely certain affiliates of
J.P.Morgan Partners, LLC, Capital d'Amerique CDPQ Inc., an
affiliate of Caisse de depot et placement du Quebec, and certain
affiliates of AIG Emerging Europe Infrastructure Fund L.P.)
representing in total approximately 33.6% of the outstanding share
capital of TIW have agreed to support and vote their shares in
favor of the transaction and not to solicit any competing
transaction.

The Board of Directors of TIW has approved the sale transaction
and has recommended that the shareholders of the Company vote in
favor of the sale transaction, which will be included in the
Arrangement referred to below.  The Board of TIW has received
opinions from Lazard Freres & Co. LLC, financial advisor to the
Company, and Lehman Brothers Inc., financial advisor to the Board
of Directors, as to the fairness, from a financial point of view,
to TIW's selling subsidiaries of the sale consideration to be paid
to such subsidiaries.

The agreements between TIW and Vodafone contain customary
provisions prohibiting TIW from soliciting any other acquisition
proposal but allowing termination in certain circumstances,
including receipt by TIW of an unsolicited proposal from a third
party that TIW's Board of Directors, in the exercise of its
fiduciary duties, finds to be superior to the proposed
transaction, subject to a termination fee to Vodafone of US$110
million, representing approximately 2.5% of the transaction value.
The shareholder undertakings referred to above would also
terminate in such circumstances. In addition, Vodafone has agreed
to a standstill provision.

The transaction is to be carried out by way of a statutory plan of
arrangement under the Canada Business Corporations Act.  The
Arrangement is intended to provide for a shareholder vote, the
distribution of the proceeds of the sale to TIW's shareholders and
the eventual liquidation of TIW.  Upon shareholder approval, TIW
will as soon as practicable thereafter seek an order from the
Superior Court of Quebec approving the Arrangement. Concurrently
with the approval of the Arrangement, TIW will seek Court
authorization to initiate a creditor claims process.

It is expected that, pursuant to the Arrangement, the distribution
to TIW's shareholders will be completed in stages up to a maximum
amount of US$16 per TIW share, plus investment income, if any,
earned following closing:

   -- upon closing of the sale, TIW intends to distribute the
      amount permitted by the Court;

   -- upon completion of the creditor claims process, TIW intends
      to distribute all remaining cash, except for appropriate
      reserves;

   -- upon liquidation of TIW, it is intended that shareholders
      will receive any residual value to the extent of US$16 per
      share (plus investment income), and any excess shall be
      returned to Vodafone as an adjustment to the consideration.

The agreements with Vodafone provide for adjustments in certain
circumstances but do not guarantee a minimum distribution to the
shareholders of TIW.  Pursuant to the agreements with Vodafone and
the Arrangement, TIW shareholders will receive a maximum of US$16
per share (plus investment income).  To the extent that
assumptions as to the amount of inter alia:

     (i) transaction and liquidation costs,

    (ii) net cash position at closing, and

   (iii) the absence of unidentified claims are different than
         expected, the shareholders may receive less than US$16
         per share.

Accordingly, TIW can give no assurances as to the total amount and
timing of distributions to TIW's shareholders.

The Company anticipates mailing a proxy circular relating to the
transaction to shareholders as soon as practicable convening the
shareholders' meeting to approve the transaction and the
Arrangement.

                          About MobiFon

MobiFon is a leader of mobile telecommunication market and one of
the strongest companies in Romania.  MobiFon, which operates under
the registered trademark Connex, launched the first GSM network in
Romania, on April 15, 1997.  MobiFon registered 4.9 million
subscribers as at December 31, 2004.

                           About Oskar

Oskar is the brand name for mobile services offered by Oskar Mobil
a.s. Oskar is the newest mobile operator in the Czech Republic.
Since its commercial launch in March 2000, Oskar has already
attracted more than 1.8 million subscribers, becoming one of the
fastest growing 3rd operators in Europe.

                         About Vodafone

Vodafone -- http://www.vodafone.com/-- is the world's leading
mobile telecommunications company with operations in 26 countries
across 5 continents with 416 million customers and 152 million
proportionate customers worldwide as at December 31, 2004.

              About Vodafone International Holdings B.V.

Vodafone International Holdings B.V. is an indirectly wholly-owned
subsidiary of Vodafone, incorporated in the Netherlands. It acts
as a holding company within the Vodafone Group and currently holds
interests in a number of Vodafone subsidiaries.

                        About the Company

Telesystem International Wireless Inc. (B+/Watch Pos/--)
-- http://www.tiw.com/-- is a leading provider of wireless voice,
data and short messaging services in Central and Eastern Europe
with over 6.1 million subscribers.  TIW operates in Romania
through MobiFon S.A. under the brand name Connex and in the Czech
Republic through Oskar Mobil a.s. under the brand name Oskar.

                         *     *     *

As reported in the Troubled Company Reporter on June 11, 2004,
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit ratings on MobiFon Holdings B.V. and Telesystem
International Wireless, Inc., on CreditWatch with positive
implications.  TIW owns 99.8% of MobiFon Holdings, which in turn
owns 63.5% of MobiFon S.A., Romania's largest cellular operator.


TELESYSTEM INT'L: Vodafone Purchase Plan Cues S&P to Review Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on MobiFon
Holdings B.V. and parent Telesystem International Wireless, Inc.
(Corp. Credit B+) on CreditWatch with positive implications
following the announced definitive agreement between TIW and
U.K.'s Vodafone Group PLC (A/Stable/A-1), whereby Vodafone will
purchase TIW's 79% ownership interest in MobiFon a.s. (79%-owned
subsidiary of MobiFon Holdings) through interim holding company
Clearwave N.V.

The CreditWatch placement also reflects the improving standalone
credit profile of MobiFon.

"The degree of implied or actual credit support for MobiFon
Holdings from Vodafone has yet to be established; however,
Standard & Poor's views this as a positive credit event for
MobiFon," said Standard & Poor's credit analyst Joe Morin.
"Vodafone's purchase of MobiFon is based on strategic as well as
financial considerations as it expands the company's wireless
footprint in Eastern Europe," Mr. Morin added.

The stand-alone credit profile of MobiFon continues to improve
driven by strong subscriber growth, which is fueling revenue and
EBITDA growth.  The company also benefits from an improving
macroeconomic environment in Romania and debt reduction at the
operating company level.  The improving credit strength of MobiFon
could result in the stand-alone rating on the company being raised
in the near term.

Vodafone's intentions regarding the financing arrangements that
are currently in place at MobiFon are unclear presently. If
Vodafone were to keep some or all of the debt in place, the effect
on the credit ratings would be dependent on a number of items, but
principally the amount of remaining debt, as well as the actual or
implied support provided by Vodafone.  The ratings affect will be
determined by Standard & Poor's as soon as is practical after the
debt structure is evident and the transaction closes.  Should
MobiFon continue to be financed on a stand-alone basis with the
existing debt remaining in place, the maximum support Standard &
Poor's will factor into the rating for the Vodafone ownership will
be one notch.

The ratings on MobiFon could therefore be raised by more than one
notch, given the company's stand-alone credit strengthening, the
potential for additional debt reduction post closing, as well as
potentially one notch for imputed support from Vodafone.  However,
the ratings on MobiFon would be capped at 'BB+', which is
equivalent to the foreign currency rating on Romania.

Standard & Poor's will meet with MobiFon management in the near
term to determine whether raising the ratings is warranted given
the credit strengthening at MobiFon.  In addition, we will review
Vodafone's intentions with respect to MobiFon and the company's
debt structure; Standard & Poor's will then make a determination
as to any further change in the stand-alone credit strength of
MobiFon, as well as the degree of actual or implied credit support
from Vodafone.

The ratings on TIW will be withdrawn once the transaction is
concluded, as the company will be wound-up through a court-
supervised plan of arrangement.


TESTA HURWITZ: Moves to Dismiss Involuntary Petition
----------------------------------------------------
Testa, Hurwitz & Thibeault has reportedly settled a $25 million
lease obligation owed to Tichman Speyer Properties for $14.5
million and paid that debt, according to a report by Kimberly
Blanton at the Boston Globe.  With that detail taken care of, the
law partnership asks the U.S. Bankruptcy Court for the District of
Massachusetts to dismiss an involuntary petition filed against it
last month by eight former partners.

"A few disgruntled partners now seek to circumvent" the firm's
orderly dissolution "for their own benefit," Testa Hurwitz said in
a court document filed March 4.  Testa argued the partners should
abide by agreements that they signed, both when they joined and
left the firm, allowing an arbitrator to settle internal disputes
among the partners.

Those partners, represented by John J. Monaghan, Esq., at Holland
& Knight, say the partnership owes them $2.5 million.

Based on its court filings, Ms. Blanton relates, Testa has roughly
$6 million in cash left and another $27.5 million in accounts
receivable from clients.  The firm said it owes $500,000 to
vendors and others.  "All creditors of THT will be paid in full"
and "there will be a surplus to be distributed among the
partners," court filings say.  But Mr. Monaghan tells Ms. Blanton
that other Testa documents show the partnership will be able to
collect only about $9 million owed by clients.  "At the end of the
day, they estimate they'll have $5.5 million" to pay $29 million
owed to all of the former partners, Mr. Monaghan told Ms. Blanton.

The Involuntary Chapter 11 Petition was filed on February 17,
2005, in the U.S. Bankruptcy Court for the District of
Massachusetts.  The case number is 05-11102.


TITANIUM METALS: Good Performance Triggers S&P to Lift Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver, Colorado-based Titanium Metals Corp., to 'B+'
from 'B'.  Standard & Poor's also raised its preferred stock
rating to 'CCC+' from 'CCC'.  The outlook is stable.  TIMET had
about $229 million in debt and preferred securities outstanding as
of Dec. 31, 2004.

"The upgrade reflects the meaningful improvement in the company's
operating and financial performance due to the strengthening of
its key end markets, particularly commercial aerospace," said
Standard & Poor's credit analyst Paul Vastola.  The upgrade also
reflects the expectation that the improvement in these end markets
will be sustainable for the intermediate term.

The ratings on TIMET reflect the challenges of operating in the
highly cyclical and competitive titanium industry, extensive
reliance on the commercial aerospace industry, weak discretionary
cash flows, and vulnerability of earnings and cash flows to
rapidly rising raw-material costs.  These negatives overshadow the
company's relatively low debt levels, ample liquidity, and its
take-or-pay contract with Boeing Co.

TIMET produces titanium from facilities located in the U.S. and
Europe, and accounts for approximately 18% of global titanium-
milled products.  About two-thirds of its sales are to the highly
cyclical and mature aerospace market.


TRUMP HOTELS: Equity Committee Wants Copies of Board's Minutes
--------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates own
and operate casino properties in Atlantic City and Indiana.  The
Debtors assert that these assets have a value between $1.75
billion and $2.15 billion.

On February 9, 2005, the Official Committee of Equity Security
Holders served a document request to the Debtors' Independent
Directors.  Among others, the Equity Committee asked for copies
of minutes of all meetings of the Independent Directors that
occurred after January 1, 2001.

On February 15, 2005, the Independent Directors produced a
redacted copy of the requested minutes.  The Independent
Directors explained that the redacted information reflected
privileged attorney-client communications.  Ropes & Gray LLP
represents the Independent Directors.

On February 18, 2005, counsel to the Equity Committee sent a
letter to Ropes & Gray disputing the asserted attorney-client
privilege.  On February 24, Ropes & Gray delivered a written
response reaffirming the disputed privilege.  On February 28, the
Equity Committee's counsel replied to the February 24 letter.  On
March 2, the parties conducted a telephonic "meet and confer"
conference, but were unable to resolve their dispute.

By this motion, the Equity Committee asks Judge Wizmur to compel
the Independent Directors to produce the Disputed Documents,
including the unredacted copies of the minutes of the meetings.
In addition, the Equity Committee seeks the authority of the U.S.
Bankruptcy Court for the District of New Jersey to depose the
Independent Directors on any matters relating to the Disputed
Documents, including the Unredacted Minutes.

                       "Into Issue" Exception

Daniel K. Astin, Esq., at The Bayard Firm, in Wilmington,
Delaware, argues that to the extent that the Disputed Documents
were subject to any attorney-client privilege, that privilege was
waived pursuant to the clearly established "into issue"
exception.  "It is beyond dispute that the Debtors have placed
'into issue' the deliberations between the Independent Directors
and their counsel in support of their positions on several plan
confirmation-related matters."

In fact, Mr. Astin points out, "the Debtors' Disclosure Statement
contains four detailed paragraphs dedicated to describing the
role of the Independent Directors in connection with the Debtors'
restructuring process and, in three instances, mentions the legal
advice the Independent Directors received from their counsel."

In its February 24 letter, the Independent Directors asserted
that the "into issue" was limited to federal criminal cases.  Mr.
Astin however points out that the Third Circuit's decision in
Livingstone, 91 F.3d at 519, applies the "into issue" waiver into
civil matters.

                   Garner Rule Requires Production
                        of Disputed Documents

The Disputed Documents must be produced pursuant to the Garner v.
Wolfinbarger Rule because the Independent Directors owe a
fiduciary duty to the Equity Committee's constituents.  Mr. Astin
points out that in Garner v. Wofinbarger, 430 F.2d 1093 (5th Cir.
1970), the Fifth Circuit held that a corporation's attorney-
client privilege could be waived so that shareholders prosecuting
a derivative action could review otherwise privileged information
upon good cause shown.

"Applying Garner here is particularly appropriate," Mr. Astin
states.  "As the[y] . . . have repeatedly admitted, the
Independent Directors purportedly act in the interests of, and
owe fiduciary duties to, the public, non-affiliated shareholders
of the Debtors."

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


UAL CORP: Creditors Committee Taps GCW as Special Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in UAL
Corporation and its debtor-affiliates chapter 11 cases, seeks the
U.S. Bankruptcy Court for the Northern District of Illinois'
authority to retain GCW Consulting LLC, as special consultant,
effective March 3, 2005.

GCW of Arlington, Virginia, is a global strategic consulting firm
specializing in the domestic and international aviation industry.
GCW has expertise in the airline and airport consulting arena.
GCW has been retained by numerous airlines to:

    -- evaluate and create fleet plans, operating business plans,
       international alliances, mergers and acquisitions,

    -- analyze consolidations, and

    -- implement low-cost carrier business plans.

Morris Garfinkle is the Founder, President and Chief Executive
Officer of GCW.  Mr. Garfinkle will be primarily responsible for
services to the Committee.  Mr. Garfinkle has worked in the
aviation industry since 1973, as a lawyer, consultant and
principal of a US Part 121 airline, Air America, Inc.  Mr.
Garfinkle was retained by the Official committee of Unsecured
Creditors in the Pam American World Airways bankruptcy to sell
Pan Am's international routes.

Mr. Garfinkle will charge $585 per hour.  All other GCW
Professionals will charge $170 to $475 per hour.

As special consultant, GCW will:

   a) work with the Committee to enhance the Debtors' business
      plans and any related analysis;

   b) assess airline strategic planning, including alliances with
      third parties and other airlines;

   c) evaluate fleet plans;

   d) review any proposed Chapter 11 plan;

   e) assist the Committee in analyses, interpretations and
      negotiations with third parties related to the Debtors'
      continuing operations;

   f) assist in preparing documentation connected to a plan;

   g) participate in hearings before the Court;

   h) participate in meetings of the Committee and assist with
      necessary materials; and

   i) provide other services as requested by the Committee.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORPORATION: Inks Settlement Pact with Boeing
-------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
UAL Corporation and its debtor-affiliates have a long-standing and
extensive business relationship with The Boeing Company.  This
relationship is reflected in numerous contractual agreements for
Boeing Aircraft and related goods and services.  Boeing has been a
major supplier of aircraft to the Debtors since the early days of
aviation and currently provides more than two-thirds of the
Debtors' fleet.  As a result, the Debtors purchase Boeing
equipment and spare parts on a daily basis.

In 1990, the parties entered into a Purchase Agreement, whereby
the Debtors were obligated to buy 34 Boeing 777-222s, to be
delivered on staggered dates from 1995 through 1998.  The
Purchase Agreement was supplemented and amended a number of times
over the years to change delivery terms, pricing and other
variables.  For example, in November 1998, the parties entered
into Supplemental Agreement No. 7, which enabled the Debtors to
order additional aircraft, including one Block C "B" Market
Aircraft, Boeing Model 777-222, scheduled for delivery in May
2002.  The list price for that Aircraft was $186,437,000.  The
Debtors advanced $44,953,200 to Boeing.  In 2001, the Debtors
asked Boeing to defer delivery of that Aircraft.

The Debtors no longer want to buy the Aircraft.  Boeing has
agreed to release the Debtors from the obligation to purchase the
Aircraft.  Boeing will walk away from the significant damages
claims from the Debtors' failure to purchase the Aircraft.

The Debtors and Boeing have several other outstanding disputes
arising from various contractual arrangements.  Boeing maintained
that the advance payments secured or offset the Debtors'
obligations for these other disputes.  The Debtors argued
otherwise, but had no recourse to the Advance Payments, which had
already been made.  Thus, it appeared the Debtors would lose all
economic benefit from the Advance Payments.  However, pursuant to
a settlement, Boeing has agreed to resolve these disputes.
Boeing will convert $14,000,000 of the Advance Payments to
credits for the Debtors in settlement and release of the claims.
Boeing will issue credit memoranda for the balance of the Advance
Payments, equal to $30,900,000, that the Debtors will apply to
future purchases of Boeing goods and services.

Mr. Sprayregen states that the Court should approve the
Settlement because it will relieve the Debtors of the obligation
to purchase an Aircraft that is no longer needed at a price that
is in excess of the current market value.  At the same time, the
Settlement will continue the support services provided by Boeing
that are critical to the Debtors' operations.

The Purchase Agreement and the Settlement contain sensitive
information that is proprietary to Boeing and subject to
confidentiality agreements.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNIFRAX CORP: S&P Rates Proposed $180 Mil. Credit Facility at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured bank loan rating and '4' recovery rating to the proposed
new $180 million credit facility, maturing in March 2012, of
Unifrax Corp.

The recovery rating indicates that in case of a payment default
scenario, a first-priority term loan and revolving credit facility
lenders to receive a marginal (25%-50%)recovery of principal.
Proceeds will be used to refinance existing bank debt and to pay a
dividend of approximately $47 million to unrated American
Securities Capital Partners LLC, Unifrax's primary owner.

At the same time Standard & Poor's affirmed the company's 'B+'
corporate credit rating and negative outlook.  The recovery rating
on the company's $35 million revolving credit facility was raised
to '4' from '5'.  The negative outlook continues to reflect the
company's more aggressive financial policy and financial profile,
which is characterized by high financial leverage and limited
financial flexibility.

Pro forma total debt outstanding, including operating leases, at
Dec. 31, 2004, was about $200 million for Niagara Falls,
New York-based Unifrax.  Unifrax is a worldwide producer of
ceramic fiber products used in high-temperature applications in a
wide variety of industries, including chemical processes, power
generation, ceramic/glass, automotive, fire protection, and
metals.

"The negative outlook reflects the need for management to focus on
debt reduction in the near-term given the recent history of
dividend distributions," said Standard & Poor's credit analyst
Robert Schulz.  "In addition, the company needs to maintain
sufficient financial flexibility to handle the company's
aggressive expansion plans and to handle unexpected business
slowdowns or disruptions.  Ratings could be lowered if credit
measures fail to remain within expectations for the rating, if
sufficient liquidity is not maintained for the current rating, or
if acquisitions are deemed to stretch the financial profile too
far.  Upside ratings potential is constrained by very modest cash
flow generation, aggressive financial policies, and limited
product diversity."


US AIRWAYS: Rolls-Royce Says USAir Mischaracterizes Agreement
-------------------------------------------------------------
Rolls-Royce PLC says US Airways, Inc., and its debtor-affiliates'
attempt to walk away from a TotalCare Program Agreement, as of
Nov. 16, 2004, is flawed.  Moreover, Rolls-Royce says, US Airways
has its facts wrong.

As previously reported in the Troubled Company Reporter, USAir and
Rolls-Royce are parties to a TotalCare Program Agreement for
RB211-535E4 Powered Boeing 757-200s.  The Debtors tell the
Bankruptcy Court they've made all payments required under the
agreements to Rolls-Royce and haven't asked Rolls-Royce to do any
work for months.  Because the Agreement provides no benefit to the
estate, USAir wants to terminate the Agreement.  USAir tells the
U.S. Bankruptcy Court that it's looking for a new engine
maintenance provider for RB211 engine maintenance and overhaul
service for the entire 757 fleet of aircraft at a lower cost.

Harvey A. Strickon, Esq., at Paul, Hastings, Janofsky & Walker, in
New York City, represents Rolls-Royce in this matter.  Mr.
Strickon tells the Bankruptcy Court that, contrary to the Debtors'
assertion, Rolls-Royce never said that it would no longer
independently provide maintenance services for RB211 engines.
Rolls-Royce told the Debtors and other customers that it would
consolidate its RB211 engine repair and overhaul activities for
North America at TAESL, near the Dallas/Fort Worth Airport, and
engine repair and overhaul operations would be phased out at the
previously used facility in Lachine, Quebec, Canada, by the middle
of 2005.  After this phase-out, further inductions of the Debtors'
RB211 engines could be made at either Derby, England, or TAESL.

Mr. Strickon explains that the scope of work pursuant to the TCPA
cannot be modified unilaterally by the Debtors.  If the Debtors
reject the TCPA and shift engine work to other service providers
that will charge on an engine-by-engine basis, the Debtors will
forfeit the long-term benefits of the TCPA for possible short-term
cost savings.

"In an attempt to minimize its post-petition exposure under the
TCPA," Mr. Strickon says, the Debtors are trying to portray the
Letter Agreement as a wind-down of their business relationship
with Rolls-Royce.  However, this was never the intention behind
the Letter Agreement.  Instead, the parties intended for the
Letter Agreement to continue the business relationship while the
Debtors evaluated the TCPA.  The Debtors used this respite with
the assurance of an adequate supply of serviceable engines, to
shop its engine business with alternative service providers.
After deriving benefits from the TCPA, the Debtors cannot now
rewrite history to their advantage.

Since the parties entered into the TCPA, Rolls-Royce has timely
performed all engine services requested by the Debtors.  The
Debtors have benefited greatly from TCPA after its new Chapter 11
filing.  Until Rolls-Royce is relieved of further performance
under the TCPA, which will only occur when the Court approves its
rejection, Rolls-Royce is entitled to retain any administrative
expense claim.

Mr. Strickon asserts that "US Airways totally mischaracterizes"
the Letter Agreement.  The Letter Agreement was only an interim
arrangement whereby if the Debtors made specified payments, Rolls-
Royce would overhaul certain of the Debtors' engines for a
specified period.  The Letter Agreement allowed the parties to
postpone a hearing on Rolls-Royce's motion for adequate protection
and prevent the Debtors from running out of spare engines.  The
Letter Agreement gave US Airways more time to decide whether to
assume or reject the TCPA and make adequate protection payments --
not to shop for a cheaper maintenance program and wiggle out of
its obligations to Rolls-Royce.

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.


USG CORP: Court Hikes Futures Rep.'s Pay to $600 per Hour
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves an
increase of Dean M. Trafelet's compensation for his services as
legal representative for future claimants in the chapter 11 cases
of USG Corporation and its debtor-affiliates, nunc pro tunc to
January 1, 2005.

Mr. Trafelet will be compensated $600 per hour, and his
compensation and reimbursement payments will be entitled to
priority as administrative expenses in the Debtors' estates.

Mr. Trafelet explains that the modest increase in his
compensation, which represents an increase of less than 10% of
his pervious $550 hourly rate, is necessary and appropriate to
reflect economic conditions like the increase of his cost of
living and overall inflation since his appointment.  Mr. Trafelet
further relates that the increase in his hourly compensation is
entirely appropriate in light of the other professionals'
periodic increases in their fees.

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)


USURF AMERICA: Appoints Jeff Fiebig to Board of Directors
---------------------------------------------------------
Usurf America, Inc. (OTC Bulletin Board: USUR), a leading provider
of voice, video and high-speed broadband communications services,
appointed Jeff Fiebig to its Board of Directors.

"Jeff's addition is just another step in the restructuring of the
Company in its plan for growth and profitability," said Dave
Weisman, U's chairman.  "We are extremely pleased to have someone
of this caliber with such versatility on our management team.
Jeff has been an asset to Sovereign and will be an outstanding
leader to the combined companies as we implement our strategic
business model."

After a successful career with the Air Force, where he flew both
in combat and with the Thunderbird aerial demonstration team, Mr.
Fiebig now brings a wealth of practical, hands-on experience to
his position at Usurf.  He is currently the VP of Sovereign
Companies which was recently acquired by Usurf.  Over the course
of his military and professional career, Mr. Fiebig has been
charged with managing large numbers of geographically dispersed
individuals.  This includes managing the largest fighter plane
group at Luke Air Force Base, Ariz., consisting of six Squadrons
and over 500 personnel while dividing his time as an instructor
and evaluator for United Airlines.

Mr. Fiebig's experience and management style prompted Sovereign to
invite him to join their management team as VP, where he currently
manages 10 projects in three states.  In addition, Mr. Fiebig
currently serves as a Colonel in the Air Force Reserves and has
recently been selected for promotion to Brigadier General.

"In both the private and government sectors, I pride myself on my
leadership abilities," said Mr. Fiebig. "I look forward to working
with other members of the management team to deliver a positive
impact on the future of Usurf."

                        About the Company

Based in Broomfield, Colo., Usurf America -- http://www.usurf.com/
-- is implementing specific strategies designed to leverage the
Company's IP-based software technology enabling fully ubiquitous
voice, video and data product deployments in targeted geographic
regions of the United States.

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 23, 2004,
USURF reported that for the nine months ended September 30, 2004
and 2003, it incurred a net loss of $12,448,539 and $1,990,795,
respectively.  As of September 30, 2004, USURF had an accumulated
deficit of $56,310,384.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.  The
Company is actively seeking customers for its services.  The
Company's financial statements do not include any adjustments
relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.

At September 30, 2004, USURF had a net working capital deficit of
$1,711,155, compared to a net working capital deficit of $757,040
at December 31 2003.  A net working capital deficit means that
current liabilities exceeded current assets.  Current assets are
generally assets that can be converted into cash within one year
and can be used to pay current liabilities.


VENOCO INC: 2004 Net Income Up 101% to $22.5 Million
----------------------------------------------------
Venoco, Inc., reported that net income for 2004 was up
significantly to $22.5 million, a 101% increase over 2003 net
income of $11.2 million.  Earnings before interest, taxes,
depletion, depreciation and amortization (EBITDA) also rose to
$61.6 million for 2004, up 59% from 2003 EBITDA of $38.7 million.
These figures include the pre-tax impact of hedging losses of
$18.7 million in 2004 and $10.3 million in 2003.  Excluding the
impact of hedging, Venoco's 2004 and 2003 EBITDA would have been
$80.3 million and $49.0 million, respectively.

By March 21, 2005 Venoco intends to file with the Securities and
Exchange Commission a registration statement relating to an offer
to exchange its senior notes issued in December 2004 for
substantially identical notes registered under the Securities Act
of 1933.  Because certain SEC requirements that are not currently
applicable to Venoco as a private company will apply to the
financial statements included in the registration statement, those
financial statements will reflect the "push-down" of basis in
shares acquired by the Company's CEO during 2004 to the assets and
liabilities of the Company.

Netherland Sewell and Associates, Inc. (NSAI), independent
petroleum engineers, estimated Venoco's proved oil and gas
reserves at December 31, 2004 to be 51.6 million barrels of oil
equivalent (MMBOE), compared with 57.9 MMBOE at December 31, 2003.
Oil production for the year totaled 3.1 million barrels and
natural gas production totaled 5.4 billion cubic feet (5,366,000
Mcf).  Based on year-end prices of $40.25 per barrel of oil and
$6.18 per thousand cubic feet (Mcf) of gas, on constant cost
assumptions, estimated future net cash flows, before income taxes,
totaled $1.01 billion at December 31, 2004.  At year-end 2004, the
net present value of Venoco's proved reserves before income tax,
discounted at 10%, was $654.6 million, compared to $396.6 million
at year-end 2003.

"We benefited from strong oil and natural gas prices throughout
2004 coupled with consistent increases in our oil and natural gas
production rates in the second half of the year," stated Tim
Marquez, CEO and chairman of the board.

After a two year absence, Mr. Marquez returned as CEO in June
2004.  The company had relatively flat oil production and
declining natural gas production during his absence in 2003 and
the first six months of 2004, primarily a result of very limited
capital expenditures during that period.  Mr. Marquez immediately
made changes in senior management and implemented an aggressive
development and exploitation program.

Since Mr. Marquez' return, from June 2004 through December 2004,
Venoco reworked or recompleted over 30 wells and drilled 6 new
wells.  As a result of these and other development projects,
average production increased from 10,182 barrels of oil equivalent
per day (BOE/d) in the second quarter of 2004 to 11,600 BOE/d in
December 2004.

In the fourth quarter of 2004 the Company completed a financial
restructuring intended to better pursue its exploitation and
development activities.  This included retiring all of the
Company's previously issued and outstanding preferred stock,
issuing $150 million of senior notes due in 2011, and obtaining a
new secured, revolving credit facility which provides available
borrowing capacity of $50 million. The secured, revolving credit
facility currently has no outstanding balance.

Mr. Marquez added, "Strong operating cash flows, flexibility from
our financial restructuring, a backlog of exploitation and
development projects and a solid management team position Venoco
to continue increasing our production and our proven reserves
throughout 2005.  For 2005, we plan to invest between $70 and $85
million on development projects excluding acquisitions.

"We expect first quarter 2005 average net production to be
approximately 12,000 BOE/d, not including our recent acquisition
of Marquez Energy, LLC," noted Mr. Marquez.  "We anticipate 2005
average net production in the range of 13,000 BOE/d to 14,000
BOE/d without any additional acquisitions. Acquisitions are an
integral part of our strategy and would add to our 2005
production.

"Our proven reserves declined 11% from year-end 2003 to year-end
2004.  This was due to a combination of limited capital
expenditures in the first half of the year and some
reclassifications of reserves from proven to probable categories,"
Mr. Marquez explained.

With the balance sheet restructuring complete, Venoco has been
able to focus its efforts in the first quarter on reconfiguring
its asset base.  On February 16, 2005 Venoco announced signing an
agreement to sell its Big Mineral Creek field, located in Grayson
County, Texas for $45 million, subject to adjustments.  Venoco
also expects to close the acquisition of Marquez Energy LLC
(MELLC) -- which Mr. Marquez founded in his absence from Venoco --
on or prior to March 21, 2005. The price to be paid for the LLC
member's equity will be $16.6 million. MELLC's first quarter 2005
average net production is expected to be approximately 450 BOE/d.
Per it's NSAI reserve report, MELLC's year-end 2004 reserves were
2.0 MMBOE. These numbers were not included in Venoco's year-end
2004 reserves or in estimates of first quarter 2005 production.

"We believe Venoco today combines the dynamics of a growth company
with the strong financial base necessary to achieve exceptional
performance and visible growth in 2005 and following years,"
concluded Mr. Marquez.

                        About the Company

Venoco is an independent energy company primarily engaged in the
acquisition, exploitation and development of oil and natural gas
properties in California.  It has regional headquarters in
Carpinteria, California and corporate headquarters in Denver,
Colorado.  Venoco operates three offshore platforms in the Santa
Barbara Channel, has nonworking interests in three others, and
also operates two onshore properties in Southern California,
approximately 100 natural gas wells in Northern California and a
field in North Texas with approximately 70 wells.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2004,
Moody's assigned a Caa1 rating to Venoco Inc.'s proposed
$150 million of 7-year senior unsecured guaranteed notes, a B3
senior implied rating, and an SGL-3 liquidity rating, with a
stable rating outlook.  The rating notch between the note and
senior implied ratings reflects the notes' substantial potential
effective subordination, under multiple secured debt carve-outs in
the indenture, as well as important inherent borrowing base
redetermination powers of that bank debt.  The indenture permits
secured debt up to the greater of $80 million (in three baskets)
and 25% (in two baskets) of consolidated net tangible assets.
Venoco holds 57.9 mmboe of proven reserves, of which 69% is proven
developed (PD).

Moody's said Venoco's outlook or ratings could strengthen if it
demonstrates sustainable sequential quarter production gains,
amply supported (stress tested) production and reserve replacement
costs, and avoids material additional leverage.  Venoco's year-end
2004, third party reserve report, and its 2004 and 2005 10-K FAS
69 data will also be important milestones.


W.B. MARINA: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: W.B. Marina, Inc.
        aka White Bay Marina
        PO Box 800
        Petoskey, Michigan 49770

Bankruptcy Case No.: 05-03126

Type of Business: The Debtor operates a resort.

Chapter 11 Petition Date: March 10, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtor's Counsel: Perry G. Pastula, Esq.
                  Dunn Schouten & Snoap PC
                  2745 DeHoop Avenue SW
                  Wyoming, MI 49509
                  Tel: (616) 538-6380

Estimated Assets: Unknown

Estimated Debts: $1,000,000 to $10,000,000

Debtor's Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
Tera J. Jackson                                          $11,000
P.O. Box 800
Petoskey, MI 49770


WARP TECHNOLOGY: Buys Gupta for $21M to Increase Profitability
--------------------------------------------------------------
Warp Technology Holdings, Inc., completed the acquisition of Gupta
Technologies LLC from Gupta Holdings LLC on January 31, 2005.
Gupta is now a wholly owned subsidiary of Warp Technology, and
Gupta's wholly owned subsidiaries, Gupta Technologies GmbH, a
German corporation, Gupta Technologies Ltd., a U.K. company, and
Gupta Technologies, S.A. de C.V., a Mexican company, have become
indirect subsidiaries of the Company.

Gupta produces secure, small-footprint, embeddable databases and
enterprise application development tools.  Gupta's products
include a popular database application and a well known set of
application development tools.  The relational database product is
a fully relational, zero-administration, embeddable database that
allows companies to manage data closer to the customer, where
capturing and organizing information is becoming increasingly
critical.  The product is designed for applications being deployed
in situations where there are little or no technical resources to
support and administer databases or applications.  Some examples
where Gupta's products are used in mission critical applications
are high-speed passenger trains, pharmacies, on-line banking and
investing, and payroll and human resource applications.

Gupta is currently releasing its much anticipated LINUX product
line.  Compatible with its existing Windows-based product line,
the LINUX line of products will enable developers to write one
application to run in both Windows and LINUX operating systems.
Gupta has approximately 60 employees worldwide, with headquarters
in California, a regional office in Munich, and sales offices in
London and Paris.

As of December 31, 2004, in connection with the acquisition of
Gupta, the Company issued a $1,500,000 non-interest bearing note
to Gupta Holdings for an extension to the closing date.  This
amount has been applied to the purchase price of $21 million.  In
connection with the Extension, Gupta Holdings was paid
$2.25 million dollars in cash and the $1.5 million non-interest
bearing note issued in December 2004 that was applied to the
purchase price.

Subsequent to the end of the fiscal quarter ended December 31,
2004, the acquisition of Gupta, which has been operating as a
profitable business, and certain reductions in liabilities of Warp
Solutions, Inc., and other subsidiaries, lead management of the
Company to conclude that no further financing is required for the
Company to continue in operation for the next twelve months.

Warp Technology Holdings, Inc., is an information technology
company that holds and operates subsidiaries.  The Company
operates in the United States, Canada and the U.K. through its
subsidiaries, WARP Solutions, Inc., a Delaware corporation, Warp
Solutions, Ltd. a U.K. corporation, 6043577 Canada, Inc., a
Canadian corporation, and Spider Software, Inc., a Canadian
corporation.

                         *     *     *

Warp Technology Holdings, Inc., has incurred recurring operating
losses since its inception.  As of December 31, 2004, the Company
had an accumulated deficit of approximately $44,150,000 and a
working capital deficiency of approximately $892,000.
Additionally, the company had insufficient capital to fund all of
its obligations.  These conditions raised substantial doubt about
the Company's ability to continue as a going concern.


WARP TECHNOLOGY: Losses & Deficits Trigger Going Concern Doubt
--------------------------------------------------------------
Warp Technology Holdings, Inc., has incurred recurring operating
losses since its inception.  As of December 31, 2004, the Company
had an accumulated deficit of approximately $44,150,000 and a
working capital deficiency of approximately $892,000.
Additionally, the company had insufficient capital to fund all of
its obligations.  These conditions raised substantial doubt about
the Company's ability to continue as a going concern.

To date, the Company has financed its operations primarily through
the sale of equity securities and debt.  As of December 31, 2004,
the Company had approximately $221,000 in cash.  During the six
months ended December 31, 2004, the Company used approximately
$1,297,000 in cash to fund its net loss and working capital.

The Company's consolidated financial statements for June 30, 2004,
had been prepared on the assumption that the Company will continue
as a going concern.  The Company's independent auditors issued
their audit report for the June 30, 2004, financial statements
dated September 28, 2004 that includes an explanatory paragraph
stating that the Company's recurring losses and accumulated
deficit, among other things, raised substantial doubt about the
Company's ability to continue as a going concern.

The Company's historical sales have never been sufficient to cover
its expenses and it has been necessary to rely upon financing from
the sale of equity securities and debt to sustain operations.

Warp Technology Holdings, Inc., is an information technology
company that holds and operates subsidiaries.  The Company
operates in the United States, Canada and the U.K. through its
subsidiaries, WARP Solutions, Inc., a Delaware corporation, Warp
Solutions, Ltd. a U.K. corporation, 6043577 Canada, Inc., a
Canadian corporation, and Spider Software, Inc., a Canadian
corporation.


WASHINGTON COUNTY: S&P Pares Rating to BB+ Due to Poor Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Washington County Housing and Redevelopment Authority, Minnesota's
$880,000 bonds series 1994, issued for White Bear Lake
Transitional Housing project, to 'BB+' from 'BBB', reflecting the
project's continued poor performance.  The outlook is negative.

Project performance has been weak since 2002 with coverage of debt
service failing to meet 1.0x maximum annual debt service.
Coverage for 2004 based on unaudited financial statements is
projected to be 0.85x. The project achieved coverage of 0.81x in
fiscal 2003.  Lower debt service coverage in 2003 was caused by
lower rental income stemming from vacancies, rising project
expenses and lower interest income.

However, the bond issue has not been affected because the
authority has been contributing funds to the bond issue to offset
the impact of increased expenses.  Thus far, the authority has
contributed more than $107,000 to the bond issue.  As a result,
all of the reserve funds remain fully funded, including the rental
reserve fund, which captures excess revenues during the Section 8
period.

The property's project-based Section 8 contract has been extended
to Feb. 28, 2012.  Contract rents remain well below the HUD fair
market rents for the Minneapolis-St. Paul metropolitan statistical
area.  The last rent increases received by the project were in May
2002.

The rental reserve fund, currently funded at $138,000, is almost
equal to two years' bond debt service.  This reserve was
originally designed to cover potential shortfalls during the
transition period, which has now been postponed by the extension
of the housing assistance payment contract.  Also in place is a
fully funded debt service reserve fund sized at maximum annual
debt service.

Debt service coverage projections are for 1.05x coverage according
to the 2005 budget.  Total revenues include an annual authority
contribution of $20,000 from its special benefit tax levy from
Washington County.

Given the difficulties in the rental market and the continued
upward trend in project expenses, further credit deterioration is
likely unless the authority continues to contribute funds.
Property management is performed by Kingwood Management with
oversight retained by the authority.


WAVE SYSTEMS: Losses & Deficit Trigger Going Concern Doubt
----------------------------------------------------------
Wave Systems Corp. (NASDAQ: WAVX) reviewed recent corporate
progress and reported results for its fourth quarter and year
ended December 31, 2004.  Pursuant to Rule 4350 of the NASD
Marketplace Rules, the Company said its auditors' opinion letter
-- dated March 15, 2005 and which will be contained in Wave's
Form-10-K for the year ended December 31, 2004 -- raises
"substantial doubt" about Wave's ability to continue as a going
concern given its recurring losses from operations, working
capital position and its accumulated deficit.

Wave's Q4 2004 net revenue related to technology licensing and
related support services was $108,000, compared to Q4 2003 net
revenue of $59,000. Reflecting ongoing management of sales,
marketing, administrative and R&D expenses, Wave reported a net
loss to common stockholders of $3.0 million, or $0.04 per basic
share, for the fourth quarter of 2004, compared to a net loss to
common stockholders of $4.3 million, or $0.07 per basic share, in
Q4 2003. The weighted average number of basic shares outstanding
in the fourth quarters of 2004 and 2003, was 71,793,000 and
65,203,000, respectively.

For the year ended December 31, 2004, Wave Systems reported net
revenue of $209,000, compared to revenue of $189,000 in the prior
year. Wave reported a net loss to common stockholders of $14.5
million, or $0.21 per basic share, for the full 2004 year,
compared to a net loss to common stockholders of $25.3 million, or
$0.45 per basic share, in 2003. The weighted average number of
basic shares outstanding in 2004 and 2003, was 69,041,000 and
55,887,000, respectively.

As of December 31, 2004, Wave had total current assets of
$6.8 million, working capital of $3.5 million and no long-term
debt.

Steven Sprague, Wave's president and CEO, said, "During 2004 and
into this year, Wave made significant progress as a leader in the
development and delivery of software and services to enable
trusted computing. This occurred in an environment where many PC
brands made the commitment to offer trusted computers and the
Trusted Computing Group grew to more than 90 members globally.

"As trusted PCs become more mainstream, Wave believes there will
be a significant business opportunity in delivering trusted
computing products that address the typical challenges facing
businesses and governments today - implementing secure solutions
that fit into existing infrastructure, that reduce costs and that
improve communications and customer service.

"As we evaluate our progress, Wave continues to establish itself
as an important member of the trusted computing ecosystem: Our
software ships with the global leader of PC motherboards; our
software is available for sale on the web site of one of the
global leaders in PC sales; we have contracts to have our products
bundled with two other leading silicon suppliers, and our reseller
partners continue to grow.

"Given the challenges and opportunities inherent in our market, we
remain optimistic that trusted computing will continue to grow and
generate demand for our EMBASSY(R) Trust Suite secure software
client and server solutions."

Summary of 2004 and year-to-date developments:

   -- Dell: On February 1, 2005, Wave's ETS Enterprise Security
      Dell Edition 1.0 was made available for purchase on
      http://www.Dell.com/

   -- Intel: Wave's EMBASSY(R) Trust Suite 3.1 began shipping with
      Intel desktop board models D915GEV and D915GUX in June 2004,
      targeting business users of next generation PCs.

   -- Microsoft: In January 2005, Wavexpress commenced offering
      its TVTonic video service to Media Center PC users via
      Microsoft's Online Spotlight. Online Spotlight is a
      selection of featured services within Microsoft Windows XP
      Media Center Edition 2005 that offers users a fast, simple
      way to access compatible services directly from the main
      navigation screen.

   -- Seagate Technology: In March 2005, at the Intel Developers
      Forum, Wave and Seagate conducted a technology demonstration
      showing the data protection benefits of linking the security
      of a Trusted Platform Module (TPM) to a Seagate-trusted disc
      drive.

   -- a la mode, inc. In October, Wave and a la mode agreed to
      incorporating Wave's eSign Transaction Management Suite in a
      la mode's comprehensive solution for securely managing real
      estate and mortgage transactions online.

   -- U.S. Military Academy: In December, Wave received an order
      from the United States Military Academy's Information
      Technology Operations Center for Wave to provide trusted
      computing products associated with the academy's Secure
      Content Dissemination and Data Retrieval Computer System
      project.

   -- Operational Research Consultants (ORC): In January, 2005,
      Wave and ORC forged a strategic partnership to jointly
      market trusted computing and certified credentialing to
      provide identity management solutions to federal, state and
      local governments.

   -- Groupement des Cartes Bancaires (CB): In January 2005, Wave
      announced that CB, the French banking authority for payment
      systems involving bank cards and terminals, will use Wave's
      secure software development tools to evaluate the potential
      of TCG-compliant computing solutions.

   -- Sonex ISG: In February 2005, Sonex Infrastructure Solutions
      Group (Sonex ISG) agreed to distribute Wave's ETS software
      and infrastructure to enterprises. Sonex's distribution will
      encompass the Eastern European countries of Lithuania,
      Latvia and Estonia.

   -- Giesecke & Devrient (G&D): In March 2005, Wave demonstrated
      its ETS software with G&D at the CeBIT 2005 trade show. G&D
      is a leading global supplier of smart cards.

   -- Quadra Media LA: In March 2005, Quadra Media licensed
      TVTonic Direct from Wave's Wavexpress subsidiary for use in
      the delivery of Spanish language content to Spanish speaking
      households in the U.S.

                        About the Company

Consumers and businesses are demanding a computing environment
that is more trusted, private, safe and secure.  Wave Systems
Corp. is the leader in delivering trusted computing applications
and services with advanced products, infrastructure and solutions
across multiple trusted platforms from a variety of vendors.  Wave
holds a portfolio of significant fundamental patents in security
and e-commerce applications and employs some of the world's
leading security systems architects and engineers.  For more
information about Wave, visit http://www.wave.com/


WAVE SYSTEMS: Looks to Raise $4.1 Million in Stock Offering
-----------------------------------------------------------
Wave Systems Corp. (NASDAQ: WAVX) agreed upon an issuance of
approximately $4.1 million of Class A common stock with accredited
investors.  The transaction is being done under Wave Systems'
$25 million shelf registration statement which was declared
effective by the Securities and Exchange Commission on May 10,
2004.  Pursuant to the financing, Wave Systems agreed to sell
4,659,090 shares of Class A common stock at a price of $0.88 per
share.  The transaction is anticipated to close on March 16, 2005,
and is intended to fund Wave Systems' ongoing operations and
general corporate overhead.

This press release shall not constitute an offer to sell or a
solicitation of an offer to buy securities of Wave Systems Corp.
This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act.

                        About the Company

Consumers and businesses are demanding a computing environment
that is more trusted, private, safe and secure.  Wave Systems
Corp. is the leader in delivering trusted computing applications
and services with advanced products, infrastructure and solutions
across multiple trusted platforms from a variety of vendors.  Wave
holds a portfolio of significant fundamental patents in security
and e-commerce applications and employs some of the world's
leading security systems architects and engineers.  For more
information about Wave, visit http://www.wave.com/

                          *     *     *

                       Going Concern Doubt

Pursuant to Rule 4350 of the NASD Marketplace Rules, the Company
said its auditors' opinion letter -- dated March 15, 2005 and
which will be contained in Wave's Form-10-K for the year ended
December 31, 2004 -- raises "substantial doubt" about Wave's
ability to continue as a going concern given its recurring losses
from operations, working capital position and its accumulated
deficit.


XOMA LTD: Dec. 31 Balance Sheet Upside-Down by $24.6 Million
------------------------------------------------------------
XOMA Ltd. (Nasdaq:XOMA), a biopharmaceutical company that develops
antibody and protein-based drugs for cancer, immunological
disorders and infectious diseases, reported its financial results
for the year ended Dec. 31, 2004.

For the year 2004, the Company recorded a net loss of
$78.9 million, compared with $58.7 million in 2003.  The higher
operating losses in 2004 are largely due to XOMA's share of
increased sales and marketing expenses associated with the first
full year of product launch of RAPTIVA(R) in the United States.
Total revenues for 2004 were negatively impacted by the
termination of agreements with Baxter and Onyx in the second half
of 2003.  These factors more than offset reductions in R&D
expenses from 2003 to 2004.

As of December 31, 2004, XOMA held $24.3 million in cash, cash
equivalents, and short-term investments, compared with $85.2
million at December 31, 2003.  This reflects a cash outflow from
operations of $44.8 million and loan payments to Genentech, Inc.
(NYSE:DNA) and Millennium Pharmaceuticals, Inc. (NASDAQ:MLNM) of
$18.2 million.  A $60 million convertible note offering was
completed in February of 2005.

"2004 was a very challenging year," said John L. Castello,
president, chairman and CEO of XOMA, "but at the same time, we've
made solid progress in our business strategy.  In addition to
Genentech's first full year of US RAPTIVA(R) sales for psoriasis,
Serono gained EU approval and has launched the product in multiple
countries with growing worldwide sales.  We entered into a major
oncology collaboration with Chiron Corporation with a first IND
filed in December of 2004, and we entered into another cancer-
related agreement with Aphton Corporation.  Finally, we
outlicensed our BPI and ING-1 products to development partners.
These transactions strengthen our pipeline, bring financial
benefits and diversify our development risks."

Key 2004 events:

   -- XOMA initiated a worldwide, exclusive, multi-product,
      collaborative agreement with Chiron Corporation
      (NASDAQ:CHIR) to develop and commercialize antibody products
      for the treatment of cancer. In December of 2004, XOMA and
      Chiron filed an IND for the first investigational drug
      developed from this program.

   -- XOMA and Aphton Corporation (NASDAQ:APHT) signed a
      collaboration agreement to develop treatments for
      gastrointestinal cancers using anti-gastrin monoclonal
      antibodies.

   -- XOMA restructured its arrangement with Millennium
      Pharmaceuticals, Inc. on MLN2222 so that XOMA will not
      participate in development costs after the completion of
      Phase I clinical testing. XOMA will continue to manufacture
      product at Millennium's request and cost and will be
      entitled to potential milestones and a royalty on sales if
      the product is marketed.

   -- The Company outlicensed two product candidates in 2004.
      Zephyr Sciences, Inc. in-licensed XOMA's BPI platform,
      including NEUPREX(R), but not including BPI-derived peptide
      compounds. Triton BioSystems, Inc. in-licensed the ING-1
      antibody for cancer to use as a targeting molecule with its
      Targeted Nano-Therapeutics(TM) (TNT(TM)) System.

   -- Serono, SA (virt-x: SEO and NYSE: SRA) received European
      Commission Marketing Authorisation for RAPTIVA(R), bringing
      the total number of countries in which RAPTIVA(R) is
      approved to more than 30. In late 2004, Serono began selling
      the drug in more than a dozen countries worldwide.

   -- For the first full year of US FDA approval, worldwide sales
      of RAPTIVA(R) totaled approximately $57 million.

   -- A Phase II trial of RAPTIVA(R) in psoriatic arthritis
      patients showed the drug to be safe and well tolerated, but
      failed to show a statistically significant benefit after 12
      weeks of treatment.

   -- Preliminary results of a Phase II trial of the XMP.629 acne
      gel failed to demonstrate a statistically significant
      clinical benefit, despite promising results in Phase I
      studies. Although the drug appeared safe and well-tolerated,
      there was no statistically meaningful dose response and
      response in the placebo vehicle group was higher than
      expected. XOMA is analyzing the data further before deciding
      how to proceed.

Key events of early 2005

   -- In January, XOMA restructured its US RAPTIVA(R) arrangement
      with Genentech (NYSE:DNA), replacing its US profit and loss
      sharing arrangement with a royalty on sales beginning in
      2005. Genentech also discharged XOMA's $40.9 million long-
      term note obligation, which XOMA will recognize as other
      income in the first quarter of 2005. This revised agreement
      is effective January 1, 2005, and as a result, RAPTIVA(R)
      will become immediately profitable for XOMA beginning in the
      first quarter of 2005.

   -- In February, XOMA completed a $60.0 million convertible
      senior notes financing to qualified institutional buyers.
      The company estimates that it now has sufficient cash
      resources to meet its net cash needs through at least the
      end of 2008. Any significant revenue shortfalls, increases
      in planned spending or development programs, lower sales of
      RAPTIVA(R), additional licensing arrangements,
      collaborations or financing arrangements could potentially
      shorten or extend this period.

   -- Final results of a three-year study of RAPTIVA(R) in
      moderate-to-severe plaque psoriasis patients, which were
      presented at the American Association of Dermatologists
      meeting in February, provided additional confirmation of the
      long-term safety and continued treatment benefit of the
      product. Furthermore, Genentech has recently disclosed its
      intention to initiate clinical testing in atopic dermatitis.

   -- In March, XOMA was awarded a $15.0 million contract from the
      National Institute of Allergy and Infectious Diseases
      (NIAID), a part of the National Institutes of Health (NIH),
      to produce three botulism neurotoxin monoclonal antibodies
      designed to protect US citizens against the harmful effects
      of biological agents used in bioterrorism.

"The Genentech restructuring is an important step in our goal of
achieving profitability over the next few years, while further
strengthening our development pipeline," said Peter B. Davis,
XOMA's vice president of finance and chief financial officer.
"Our objective with the recent financing is to have sufficient
funding to see us through to profitability. These objectives are
challenging, but the recent award from NIAID indicates that we're
off to a good start."

                       Financial Discussion

Revenues

Total revenues for 2004 were $3.7 million compared with
$24.4 million in 2003. License and collaborative fees revenues
were $3.6 million in 2004 compared with $18.9 million in 2003. The
2003 figure reflects a $10.0 million dollar fee from Baxter as a
result of the termination of agreements related to the licensing
and development of the NEUPREX(R) product, as well as license fees
from several bacterial cell expression technology license
arrangements. Revenues from contract and other revenues were $0.1
million in 2004, compared with $5.5 million in 2003, reflecting
the impact of the termination of agreements with Baxter and Onyx.
The $10.0 million upfront payment received from Chiron related to
a collaboration agreement in oncology that was initiated in
February of 2004 is being recognized as revenue over the five year
expected term of the agreement.

Revenues for the next several years will be largely determined by
the timing and extent of royalties generated by worldwide sales of
RAPTIVA(R) and by the establishment and nature of future
manufacturing, outlicensing and collaboration arrangements.

Expenses

In 2004, research and development expenses were $49.8 million,
compared with $61.1 million in 2003. The $11.3 million decrease in
2004 compared with 2003 primarily reflects reduced spending on
RAPTIVA(R) following its US psoriasis approval and the
discontinuation of the Millennium collaboration product MLN2201,
as well as smaller decreases in spending on MLN2222, ING-1 and
NEUPREX(R). These reductions were partially offset by increased
spending on the oncology collaboration with Chiron, the TPO-
mimetic antibody collaboration with Alexion Pharmaceuticals, Inc.
(NASDAQ:ALXN), the Aphton anti-gastrin antibody collaboration, the
XMP.629 acne compound, and new product research. Beyond this, the
scope and magnitude of future research and development expenses
are difficult to predict at this time.

In 2004, general and administrative expenses were $15.6 million
compared with $13.4 million in 2003. This $2.2 million increase
resulted primarily from higher business development expenses and
costs associated with implementing procedures and staffing
necessary to meet the requirements of the Sarbanes-Oxley Act of
2002.

In 2004, collaborative arrangement expenses (relating exclusively
to RAPTIVA(R)) were $16.4 million compared with $7.5 million in
2003. These amounts reflect XOMA's 25% share of commercialization
costs for RAPTIVA(R) in excess of Genentech's revenues less cost
of goods sold, research and development cost sharing adjustments,
and royalties on sales outside the US. Because of the
restructuring of the arrangement with Genentech, from 2005
forward, XOMA will not share in operating costs or R&D expenses
relating to this product, but will receive royalties on worldwide
sales.

Long-term Debt

At December 31, 2004, XOMA's balance sheet reflected a
$40.9 million long-term note due to Genentech, which was
extinguished under the restructuring announced in January 2005.
In February of 2005, XOMA issued $60 million of 6.5% convertible
senior notes due in 2012.

Liquidity and Capital Resources

Cash, cash equivalents and short-term investments at December 31,
2004, were $24.3 million compared with $85.2 million at Dec. 31,
2003. This $60.9 million decrease primarily reflects cash used in
operations of $44.8 million, a $13.2 million payment on the short-
term loan obligation to Genentech, a $5.0 million cash payment of
convertible debt to Millennium and a $2.6 million investment in
property and equipment which were partially offset by proceeds
from issuance of common shares of $5.1 million.

Net cash used in operating activities was $44.8 million in 2004,
compared with $47.8 million in 2003. This decrease reflected a
higher net loss that was offset by a $10.0 million termination
payment received in January of 2004 from Baxter and $8.3 million
in deferred revenue remaining from the $10.0 million received from
Chiron in 2004 related to the initiation of the collaboration
agreement in oncology in February of 2004.

                        About the Company

XOMA Ltd. -- http://www.xoma.com/-- develops and commercializes
antibody and other protein-based biopharmaceuticals for cancer,
immune disorders and infectious diseases. The company pipeline
includes collaborative product development programs with Chiron
Corporation, Millennium Pharmaceuticals, Inc., Aphton Corporation
and Alexion Pharmaceuticals, Inc., and also includes RAPTIVA(R), a
product marketed worldwide that came from a collaboration with
Genentech, Inc.

At Dec. 31, 2004, XOMA Ltd.'s balance sheet showed a $24,610,000
stockholders' deficit, compared to $48,214,000 of positive equity
at Dec. 31, 2003.


XTREME COMPANIES: Establishes Homeland Security Subsidiary
----------------------------------------------------------
Xtreme Companies, Inc. (OTC Bulletin Board: XTME) disclosed the
establishment of its Homeland Security subsidiary, First
Responders, Inc.  Xtreme will market its mission-specific fire and
rescue, and patrol boats directly through FRI.

Xtreme Companies CEO Kevin Ryan stated, "The establishment of
First Responders for the production of our mission specific
emergency and surveillance watercraft, is reflective of the path
we began to pursue in 2004. Under the "Assistance to Firefighters
Grant Program", administered by the Department of Homeland
Security's Office for Domestic Preparedness, we assisted over 40
fire and rescue departments nationwide in submitting their
applications for funding requests of fire and rescue boats.  We
remain optimistic about our chances to begin generating business
pursuant to AFGP because fireboats were elevated to Priority One
Status last year as compared with 2003 when fire boats were
classified under Priority Four Status."

The AFPG assists rural, urban and suburban fire departments
throughout the United States.  Through the Department of Homeland
Security Appropriations Act of 2004, Congress provided $750
million for the Assistance to Firefighters Grant Program and
transferred administration of the program from FEMA to ODP.

                 About Xtreme Companies, Inc.

Xtreme Companies, Inc. -- http://www.xtremecos.com/-- is engaged
in manufacturing and marketing of mission-specific fire and rescue
boats used in emergency, surveillance and defense deployments.
The boats have been marketed and sold directly to fire and police
departments, the U.S. Military and coastal port authorities
throughout the United States.

At Sept. 30, 2004, Xtreme Companies' balance sheet showed a
$1,201,029 stockholders' deficit, compared to a $739,249 deficit
at Dec. 31, 2003.


* BOOK REVIEW: Merchants of Debt
--------------------------------
Author:     George Anders
Publisher:  Beard Books
Paperback:  364 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981254/internetbankrupt

Review by Gail Owens Hoelscher

"For the first fourteen years of KKR's existence, the buyout
firm's hallmark could be expressed in one word: debt.  As KKR
grew evermore powerful, Kravis and Roberts derived their
economic clout from a single fact: They could borrow more
money, faster, than anyone else."  KKR acquired $60 billion
worth of companies in wildly different industries in the
1980s: Safeway Stores, Duracell, Motel 6, Stop & Shop, Avis,
Tropicana, and Playtex.  They made piles of money by deducting
interest expenditures from their taxes, cutting costs in their
new companies and riding a long-running bull market.

The juggernaut of Kohlberg Kravis Roberts & Co. began rolling
in 1976 when Jerome Kohlberg and cousins Henry Kravis and
George Roberts left Bear, Stearns with about $120,000 to
spend.  The three wunderkind shortly invented and dominated
the leveraged buyout as they sought investors and borrowed
money to acquire Fortune 500 companies in dizzying succession.
They put up very little money of their own funds, but their
partnerships made out like bandits.  Consider the case of
Owens-Illinois: KKR put up only 4.7 percent of the purchase
price.  The company's chairman earned $10 million within a few
years, the takeover advisors got $60 million, Owens-Illinois
was left "gaunt and scaled back," and about five years later,
KKR took it public at $11 a share, more than twice what the
KKR partnership had paid for it.

In this reprint of his 1992 book Merchants of Debt: KKR and
the Mortgaging of American Business, George Anders tells us
how they worked: "(t)ime after time, the KKR men presented a
tempting offer.  The CEO could cash out his company's existing
shareholders by agreeing to sell the company to a new group
that would be headed by KKR, but would include a lot of room
for existing management.  The new ownership group would take
on a lot of debt, but aim to pay it off quickly.  If this
buyout worked out as planned, the KKR men hinted, the new
owners could earn five times their money over the next five
years.  Presented with such a choice in the frenzied takeover
climate of the 1980s, managers and corporate directors again
and again said yes.  To top management a leveraged buyout was
the most palatable way to ride out the merger-and-acquisition
craze."

The author includes a detailed appendix of KKR's 38 buyouts
during the period 1977-1992 that presents the following on
each purchase: price paid by KKR; percentage of the purchase
price paid by KKR's equity funds; length of time KKR owned the
company; financial payoff for the ownership group; and the
annualized profit rate for investors over the life of the
buyout. KKR used less than 9 percent of its own funds in 18 of
the 38 cases.  In only four cases did KKR put up more than 30
percent of the price.  KKR owned the 38 companies for an
average of about 5 years.  As Anders puts it, "(a)s quickly as
the KKR men had roared into a company's life, they roared
off."

This behind-the-scene account shows the ambition, pride, envy,
and fear that characterized the debt mania largely engineered
by KKR, a mania that put millions out of work and made a very
few very rich.  This book is a must-read in understanding what
happened to corporate American in the 1980s.

George Anders is the West Coast bureau chief of Fast Company
magazine.  He worked for two decades at The Wall Street
Journal, and was part of a seven-person reporting team that
won the Pulitzer Prize for national reporting in 1997.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva and Peter A.
Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***