TCR_Public/050321.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, March 21, 2005, Vol. 9, No. 67

                          Headlines

AAIPHARMA INC: Says Chapter 11 Filing is Highly Likely
AAIPHARMA INC: Possible Payment Default Cues S&P to Lower Ratings
A.B. DICK: Sets May Confirmation Hearing in Solicitation Protocol
ACANDS INC: Gets Court Nod to Expand Beard Miller's Services
ACANDS: Wants Until June 20 to File a Chapter 11 Plan

ADELPHIA COMMS: Sells Three Lots & 254 Vehicles For $679,343
AIR CARGO: Creditors Committee Hires Whiteford Taylor as Counsel
AMERICAN BUSINESS: Clarifies Accrued Interest Reporting with IRS
AMERICAN LAWYER: Improved Capital Structure Cues S&P to Up Ratings
AMERICAN TIRE: Moody's Assigns Caa2 Ratings to $330 Million Notes

AMR CORP: Fitch Affirms Junk Rating on Senior Unsecured Debt
ANCHOR GLASS: S&P Chips Rating to B- Owing to Poor Performance
ARMSTRONG WORLD: Discloses '05 Target Bonus & Incentives for Execs
ATA AIRLINES: Wants to Reject Orlando Airport Lease
AXLE MERGER: Moody's Junks Planned $150M Senior Subordinated Notes

BANC OF AMERICA: Fitch Puts Low-B Ratings on Two 2005-BOCA Loans
BORDEN CHEMICAL: Dec. 31 Balance Sheet Upside-Down by $548.8 Mil.
BRIDGEWATER SPORTS: Asks Court to Close Chapter 11 Case
CATHOLIC CHURCH: Ct. Denies Hamilton Rabinovitz's Hiring in Tucson
COMMERCE ONE: Has Until April 4 to File Plan of Reorganization

CREDIT SUISSE: Fitch Downgrades Six 2002-TFL1 Mortgage Certs.
CREDIT SUISSE: Fitch Assigns Low-B Ratings to Six Mortgage Certs.
CYGNUS INC: Warns of Possible Bankruptcy Filing in Form 10-K
DELOREAN MOTOR: Founder, John DeLorean, Dies at Age 80
EDISON MISSION: S&P Lifts Mission Energy's Bond Rating to CCC+

EDISON MISSION: S&P Lifts Rating on Senior Unsecured Bonds to B+
FIRST UNION: Moody's Junks Three Certificate Classes
FLOWSERVE CORP: Gets Lenders' Okay to Call & Prepay 12.25% Notes
G-STAR: Fitch Rates $35 Million Income Notes Due 2040 at BB
GADZOOKS INC: Forever 21 Subsidiary Consummates Asset Acquisition

GLOBE METALLURGICAL: Creditor Trustee Wants Case Closure Delayed
HOMER CITY: S&P Affirms BB Ratings on $830M Bonds After Review
INSURANCE AUTO: S&P Junks Proposed $150 Million Senior Sub. Notes
INTEGRATED HEALTH: Distribution Sent to Class 6 Cash-Out Claimants
INTERCELL INT'L: Files for Chapter 11 Protection in Colorado

INTERCELL INT'L: Case Summary & 20 Largest Unsecured Creditors
INTERNATIONAL COAL: Names Ben Hatfield President & CEO
IRVING TANNING: Files for Chapter 11 Protection in Maine
IRVING TANNING: Case Summary & 20 Largest Unsecured Creditors
JP MORGAN: Fitch Affirms BB Rating on $16.3 Million Class G Certs.

JP MORGAN: Fitch Affirms B Rating on $10.7 Million Class G Certs.
KMART: Sears Shareholders Have Until Thursday to Vote on Merger
KMART HOLDING: Enters into Separation Agreement with Harold Lueken
LIBERTY MEDIA: S&P Pares Ratings on Five Bond-Backed Cert. Classes
LODGENET ENT: Moody's Ups Ratings on $225M Sr. Sec. Debts to Ba1

MAXXAM INC: Annual Report Contains Bankruptcy Warning
MCI INC: Qwest Merger May Lead to Liquidity Crisis, Report Says
MCI INC: Qwest's Offer is Desperate, Verizon CEO Says
METACHEM PRODUCTS: Court Formally Closes Bankruptcy Case
MIDWEST GENERATION: S&P Lifts Credit Rating to B+ After Review

MIIX GROUP: Creditors Must File Proofs of Claim by April 25
MIRANT CORPORATION: Valuation Hearing Starts on April 11
MUTUAL OIL: Case Summary & 20 Largest Unsecured Creditors
NAVARRE CORP: S&P Puts B+ Rating on Planned $125M Sr. Unsec. Notes
NEXSTAR BROADCASTING: S&P Rates New $455M Sr. Sec. Loans at B+

NETWORK INSTALLATION: Names Michael Rosenthal as New CFO
NEXMED INC: Losses & Deficit Trigger Going Concern Uncertainty
NUTRAQUEST INC: Comm. Hires Montgomery McCracken to Recover Assets
OWENS CORNING: Garrison Says Asbestos PD Claim is Not Time Barred
OXFORD AUTOMOTIVE: Judge Rhodes Confirms Second Amended Plan

PACIFIC GAS: Wants Court to Reduce Class 6 Escrow by $86 Million
PANAMSAT HOLDING: Moody's Lifts Rating on $250M Sr. Notes to B3
PARMALAT USA: Wants Until June 30 to Decide on Atlanta Contracts
PROTECTION ONE: Moody's Puts B2 Rating on Proposed $275M Facility
PROTECTION ONE: Debt Restructuring Prompts S&P to Upgrade Ratings

PROXIM CORP: PwC Says Losses & Deficit Trigger Going Concern Doubt
QWEST COMMS: Increases MCI Offer to $8.45 Billion
QWEST COMMS: MCI Merger May Lead to Liquidity Crisis, Report Says
RAYOVAC CORP.: Moody's Reviews Low-B Ratings & May Downgrade
REEVES COUNTY: Debt Restructuring Cues S&P to Up Rating to BBB-

RELIANCE GROUP: Gets Court OK to Sell Lot to Greenway for $33.2M
REVLON CONSUMER: Completes $310 Million Sr. Debt Offering
SEABULK INT'L: Moody's Reviews Low-B Ratings for Possible Upgrade
SEABULK INT'L: S&P May Lift Credit B+ Rating After SEACOR Merger
SEACOR HOLDINGS: Moody's Reviews Ratings for Possible Downgrade

SEARS: Shareholders Have Until Thursday to Vote on KMART Merger
SIMSBURY CLO: Fitch Junks Two Mezzanine Classes & Sub. Notes
SOLUTIA INC: Has Until July 11 to File Plan of Reorganization
SOLUTIA INC: Names Jonathon Wright & James Voss as New SVP
SPIEGEL INC: Asks Court to Set Confirmation Hearing for May 17

SPIEGEL INC: Wants Court to Fix Solicitation & Voting Procedures
SUBURBAN PROPANE: S&P Puts B Rating on $250M Senior Unsec. Notes
SUNSTATE EQUIPMENT: S&P Junks $175 Mil. Senior Secured Notes
TORCH OFFSHORE: Taps Bridge Associates as Restructuring Advisors
TOUCH AMERICA: Plan Trustee Has Until June 3 to Object to Claims

TOYS 'R' US: Bain, KKR & Vornado Buying Retailer for $6.6 Billion
TOYS 'R' US: Fitch May Downgrade Rating Due to Kohlberg Sale
TOYS 'R' US: Moody's Reviews Low-B Ratings for Possible Downgrade
TRIANGLE MACHINE: Case Summary & 20 Largest Unsecured Creditors
TROPICAL SPORTSWEAR: Taps Alvarez & Marsal as Financial Advisors

UAL CORP: Wants to Walk Away From Three Boeing Aircraft Leases
VARTEC TELECOM: Court Okays DeSoto Asset Sale to Regional Mgt.
VENTURE HOLDINGS: Taps Rothschild Inc. as Investment Bankers
WEIRTON STEEL: Trustee Wants Until April 15 to Object to Claims
WEIRTON STEEL: Trust Wants to Sell L/C Refund Right to Fletcher

WELLS FARGO: Fitch Places Low-B Ratings on Two Mortgage Certs.
WESTCHESTER COUNTY: S&P Pares $113M Sr.-Lien Bond Rating to B
WINN-DIXIE: Buffalo Rock Wants to Transfer Cases to Florida
WINN-DIXIE: Court Gives Final Nod on $800 Million DIP Financing
WINN-DIXIE: Wants to Employ Togut Segal as Conflicts Counsel

WORLDCOM INC: Asks Court for Final Decree Closing 220 Cases
WORLDCOM INC: Objects to Michael Jordan's $8 Million Claim
YUKOS OIL: Judge Atlas Denies Stay Pending Appeal on Dismissal

* WL Ross & Sumitomo Mitsui Create $300 Mil. DIP Financing Program

* BOND PRICING: For the week of March 14 - March 18, 2005

                          *********

AAIPHARMA INC: Says Chapter 11 Filing is Highly Likely
------------------------------------------------------
aaiPharma Inc. (NASDAQ: AAII) says it can't file its 2004 Annual
Report on time and is no longer in compliance with conditions for
the continued listing of the Company's common stock on the Nasdaq
Stock Market under Nasdaq Marketplace Rule 4310(c)(14) and under
the terms of a June 2004 decision of a Nasdaq Listing
Qualifications Panel that permitted continued listing of the
Company's common stock.

The Company has notified Nasdaq of its violation of these
conditions and has requested that its common stock be permitted to
continue to be listed on the Nasdaq Stock Market if the Company
files its 2004 Form 10-K by April 30, 2005.

April 30, 2005 is the extended deadline that would have been
applicable to the Company's filing of management's assessment of
internal control over financial reporting and the related
attestation report of its independent registered public
accountants under an SEC order issued in November 2004 and
applicable to smaller issuers like the Company if the Company were
to have filed its 2004 Form 10-K by March 16, 2005.  As indicated
in the Company's Notification of Late Filing, delay in the
completion of management's assessment of internal control is a
critical reason preventing the Company from timely filing its 2004
Form 10-K.  Notwithstanding the request to Nasdaq, Nasdaq may
determine to immediately suspend trading and cease listing of the
Company's common stock.

aaiPharma anticipates reporting $218 million in 2004 revenues and
a $172 million net loss.  This compares to a $32 million net loss
on $236 million of revenue in 2003.  "Our consolidated net
revenues for 2004 decreased from 2003 as a result of a significant
decrease in pharmaceutical product sales," the company said last
week.  "The decrease resulted from decreased sales volumes in our
Darvon/Darvocet and Brethine product lines, which were affected by
the amount of inventory previously sold into the wholesale
channel, as well as the divestiture of our M.V.I. product lines in
April 2004, as partially offset by contributions from our
Roxicodone and Oramorph product lines, which were acquired in
December 2003."

                        Liquidity Problems

aaiPharma does not anticipate it will have available sufficient
cash on hand, or the ability to borrow under our senior credit
facilities, to pay the approximately $10.5 million of scheduled
interest due on April 1, 2005 on our $175 million 11.5% Senior
Subordinated Notes due 2010.

The company also fears it may not have adequate sources of
liquidity to fund operations in the near term unless it obtains
additional sources of liquidity.

"We are unable to make all representations required to be made as
a condition to borrowing any of the remaining $3.45 million
available under the revolving credit portion of our senior credit
facilities," the Company disclosed last week.  "We are seeking to
obtain waivers from the lenders under our senior credit facilities
to permit us to borrow the remaining available amount
notwithstanding our inability to make the required
representations."

Unless the company obtains a waiver or modification of various
covenants in its senior credit facilities, an event of default
will exist under those senior credit facilities at March 31, 2005
that would permit the acceleration of the $175.5 million of debt
under those facilities.  Acceleration of those facilities would
entitle the holders of the Notes to accelerate as well.

                  Rothschild Can't Find a Buyer

The Company has been exploring a potential sale of some or all of
the assets of its Pharmaceuticals Division, as well as other
operating assets.  In October 2004, aaiPharma engaged Rothschild
Inc. to help, and in November 2004 Rothschild began a process to
gauge the interest in any asset sale transaction by contacting
potential strategic and financial purchasers.  Potential
purchasers expressing an interest were provided an opportunity to
examine detailed information regarding the Pharmaceuticals
Division, its business, products and products in development.

"Although we continue to engage in discussions with a limited
number of potential purchasers of assets of our Pharmaceuticals
Division," the Company says, "we have not received a proposal for
a material asset sale that has been acceptable to us."

              FTI Helping in Lender & Noteholder Talks

"In light of our current financial condition," the Company
relates, "we believe that our operations can no longer support our
existing debt and that we must restructure our debt to levels that
are more in line with our operations.  We have also recognized the
need to improve our liquidity.  As a result, we are exploring all
of our alternatives and have continued our engagement of FTI
Consulting, Inc. as our financial advisor to assist us in these
efforts."

"With FTI, we have recently held preliminary discussions with
Lenders under our senior credit facilities and advisors to an ad
hoc committee of holders of our Notes in an effort to negotiate a
consensual restructuring of our debt.  Although we are seeking to
negotiate a consensual restructuring with certain creditor
constituents, none of the parties have agreed to the terms of any
restructuring and we can provide no assurance that we will be able
to reach an agreement with these creditors.  In addition, we have
recently held preliminary discussions with alternative lending
groups to seek to obtain financing sufficient to refinance
indebtedness outstanding under the senior credit facilities and/or
to provide additional credit facilities in order to fund our
operations while in a chapter 11 proceeding under the U.S.
Bankruptcy Code if we were to commence such a proceeding; however,
we can provide no assurance that we will be able to obtain such
financing."

                     Chapter 11 Highly Likely

"Whether or not we are able to reach an agreement on the terms of
a restructuring of our debt, in light of the uncertainty regarding
our ability to obtain needed additional sources of liquidity to
fund operations, it is highly likely that it will become necessary
for us to seek relief under chapter 11 of the U.S. Bankruptcy
Code.  In the event of any restructuring of our debt, the
interests of the holders of our common stock may be substantially
diluted or eliminated."

                           About aaiPharma

aaiPharma Inc. -- http://www.aaipharma.com-- is a science-based
company with corporate headquarters in Wilmington, North Carolina
with over 25 years experience in drug development.  The company
also sells branded pharmaceutical products, including the
Darvon(R) and Darvocet(R) product lines, primarily in the area of
pain management.


AAIPHARMA INC: Possible Payment Default Cues S&P to Lower Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on specialty pharmaceutical company aaiPharma, Inc., to
'CC', from 'CCC'.  The subordinated debt rating was lowered to
'C' from 'CC'.  At the same time, the ratings were placed on
CreditWatch with negative implications.

"The company indicates in its recent Form 8-K filing that it may
not be able to make a $10.5 million scheduled interest payment on
its $175 million, 11.5% senior subordinated notes due 2010," said
Standard & Poor's credit analyst Arthur Wong.  The due date for
the interest payment is April 1, 2005.  The company does not
currently have any access to its revolving credit facility under
its senior credit facility, and it also continues to incur
substantial losses from operations.  Furthermore, we believe that
aaiPharma does not have the liquidity to fund its ongoing
operations.

aaiPharma needs to obtain waivers from its senior credit facility
lenders in order to increase its borrowings or gain access to
other sources of liquidity.  The company has been seeking to sell
its pharmaceutical assets since November 2004, however, no
acceptable offers have yet been received.

Standard & Poor's will continue to monitor the developing
situation.  The ratings will be lowered to 'D' if the interest
payment is not made by the due date on April 1.


A.B. DICK: Sets May Confirmation Hearing in Solicitation Protocol
-----------------------------------------------------------------
A.B. Dick Company n/k/a Blake of Chicago, Corp., and its
debtor-affiliate, Paragon Corporate Holdings, Inc., want the
U.S. Bankruptcy Court for the District of Delaware to set a
hearing to confirm their chapter 11 plan sometime in May.

As reported in the Troubled Company Reporter on Feb. 22, 2005, the
Debtors delivered their Liquidating Plan of Reorganization and an
accompanying Disclosure Statement explaining that Plan to the U.S.
Bankruptcy Court for the District of Delaware on Feb. 10, 2005.

The Plan provides for the transfer of the Debtors' cash and other
remaining assets, including all causes of action and avoidance
claims, to liquidating trusts that will be formed for the benefit
of holders of unsecured claims and subordinated claims.  The Blake
Liquidating Trust will be set-up to handle claims against Blake of
Chicago.  The Paragon Liquidating Trust will be set-up to handle
claims against Paragon Corporate Holdings, Inc.

The Debtors laid out proposed schedules and procedures in its
request to approve solicitation procedures.  They currently have
the exclusive right to solicit acceptances for their Liquidating
Plan until April 10, 2005.

The Court has not yet approved the Disclosure Statement and has
not yet authorized the Debtors use it to solicit acceptances for
the Liquidating Plan.

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


ACANDS INC: Gets Court Nod to Expand Beard Miller's Services
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
ACandS, Inc., to expand the scope of services provided by Beard
Miller Company LLP.

Beard Miller has previously been authorized to perform services
for the Debtor in connection with its 2002 and 2003 audits.
ACandS wants Beard Miller to provide continuing audit services.

Beard Miller will:

   a) perform a year-end audit and report on the financial
      statements of the Debtor for the year ending Dec. 31, 2004,
      and for each subsequent complete calendar year until the
      Debtor's bankruptcy case is concluded; and

   b) continue to advise the Debtor on general accounting or tax
      matters.

Beard Miller will charge the Debtor $15,000 plus direct expenses.
The Firm has not received a retainer in connection with
postpetition services rendered to the Debtor.

Beard Miller assures the Court that it does not represent any
interest adverse to the Debtor or its estate as that term is
defined under Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b).

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


ACANDS: Wants Until June 20 to File a Chapter 11 Plan
-----------------------------------------------------
ACandS, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to extend its exclusive periods to file a plan of
reorganization and solicit acceptances of that plan.  ACandS
thinks it can formulate a viable plan by June 20, 2005.  ACandS
asks the Court to extend its exclusive solicitation period through
August 24.

ACandS needs more time to negotiate an acceptable plan and to
prepare adequate financial and non-financial information for
disclosure to creditors.  The Debtor assures the Court that no
creditor will be prejudiced by this extension.

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


ADELPHIA COMMS: Sells Three Lots & 254 Vehicles For $679,343
------------------------------------------------------------
Pursuant to the procedures in selling excess assets approved by
the U.S. Bankruptcy Court for the Southern District of New York,
Adelphia Communications Corporation and its debtor-affiliates
inform Judge Gerber that they will sell these properties for
$679,343:

1.  Property:           Real property at 34 Hillcrest Drive,
                         Coudersport, PA

     Purchaser:          Douglas and Jennifer McClintic

     Agent:              Trail's End Realty

     Amount:             $205,000

     Deposit:            $1,000

     Appraised Value:    $60,000

2.  Property:           Real property at 105 South East Street,
                         Coudersport, PA

     Purchaser:          Hendorn, Inc.

     Agent:              God's Country Real Estate

     Amount:             $92,000

     Deposit:            $1,000

     Appraised Value:    $92,000

3.  Property:           Real property at 38 Hillcrest Drive,
                         Coudersport, PA

     Purchaser:          Kenneth and Susan Leiberman

     Agent:              Four Real Estate, Inc.

     Amount:             $193,000

     Deposit:            $1,000

     Appraised Value:    $193,000

4.  Property:           A vehicle

     Purchaser:          GEICO Insurance

     Agent:              God's Country Real Estate

     Amount:             $4,930

     Deposit:            none

     Appraised Value:    no appraisal was made

5.  Property:           66 vehicles

     Purchaser:          State Line Auto Auction

     Agent:              none

     Amount:             $65,400

     Deposit:            none

     Appraised Value:    no appraisal on was made

6.  Property:           140 vehicles

     Purchaser:          Asset Disposal Group

     Agent:              none

     Amount:             $99,913

     Deposit:            none

     Appraised Value:    no appraisal was conducted

7.  Property:           46 vehicles

     Purchaser:          Old Forge Auto Exchange

     Agent:              none

     Amount:             $16,000

     Deposit:            none

     Appraised Value:    no appraisal was conducted

8.  Property:           a vehicle

     Purchaser:          Ray Dravesky

     Agent:              none

     Amount:             $3,100

     Deposit:            none

     Appraised Value:    no appraisal was made

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)


AIR CARGO: Creditors Committee Hires Whiteford Taylor as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Air Cargo, Inc.,
sought and obtained permission from the U.S. Bankruptcy Court for
the District of Maryland, Baltimore Division, to retain Whiteford,
Taylor & Preston L.L.P. as its counsel.

Whiteford Taylor will:

     a) advise the Committee with respect to its powers and
        duties;

     b) prepare any necessary applications, motions, pleadings,
        orders, reports and other legal papers, and appear on the
        Committee's behalf in proceedings instituted by, against,
        or involving the Debtor and the Committee;

     c) assist the Committee in the investigation of the acts,
        liabilities and financial condition of the Debtor, its
        assets and liabilities and business operations, the
        disposition of the Debtor's assets and any other matters
        relevant to this case;

     d) assist the Committee in coordinating its efforts to
        maximize distributions to unsecured creditors; and

     e) perform legal services for the Committee as may be
        necessary or desirable in the interests of the unsecured
        creditors.

Whiteford Taylor will coordinate with other professionals that the
Committee will employ so as to avoid duplication of services.

Martin T. Fletcher, Esq., a partner at Whiteford Taylor, discloses
that his Firm's professionals' current billing rates range from
$140 to $450 per hour.

To the best of the Committee's knowledge, Whiteford Taylor doesn't
have any interest materially adverse to the Debtor and its estate.

Headquartered in Annapolis, Maryland, Air Cargo, Inc., provides
contract management, freight bill auditing and consolidated
freight invoicing and payment services for wholesale cargo
customers.  The Company filed for chapter 11 protection on Dec. 7,
2004 (Bankr. D. Md. Case No. 04-37512).  Alan M. Grochal, Esq., at
Tydings & Rosenberg, LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $16,300,000 and total
debts of $17,900,000.


AMERICAN BUSINESS: Clarifies Accrued Interest Reporting with IRS
----------------------------------------------------------------
American Business Financial Services, Inc., posted an open letter
to all of its subordinated debt investors on the Company web site
-- http://www.abfsonline.com/-- to clarify the 1099 forms for the
2004 tax year that the Company recently sent out to its investors:

   Dear ABFS Noteholder,

   Recently ABFS sent out 1099 forms for the 2004 tax year to all
   subordinated debt investors, and we are aware that there is
   some confusion about how the Company treated accrued interest.
   We want to communicate directly with you regarding this issue
   and give you some background information to help you understand
   why certain investment interest was reported to the IRS.
   Unfortunately, like many other issues involving federal tax
   law, the explanation is somewhat technical and complicated, but
   we nonetheless felt it was important to try to address any
   questions you may have.

   The practical effect of the Internal Revenue Code is that debt
   instruments (ABFS investment and money market notes are types
   of debt instruments) which give investors the option to choose
   how interest earned is to be paid to investors (e.g., monthly,
   quarterly, annually or reinvested in the form of additional
   notes) are generally considered as having "original issue
   discount" (OID) for federal income tax purposes.

   Federal tax law requires any company that issues debt
   instruments with OID to report to the IRS the amount of the
   interest accrued on the debt instruments rather than the amount
   of interest paid.

   As you may know, all ABFS fixed term notes give the individual
   investor the option to decide how interest is to be paid. As a
   result, we were required to report to the IRS the amount of
   interest earned (OID) during the tax year regardless of whether
   the full amount of the interest earned had been actually paid
   to the noteholder.

   We regret the fact that the requirements of the Internal
   Revenue Code have resulted in what might seem like unfair
   treatment of certain noteholders.  We also regret any confusion
   or frustration this issue may have caused you. However, we were
   bound by federal tax law to act in the manner we did.

   If you have additional questions regarding your 1099 form, we
   recommend that you consult with your own tax advisor. You
   should also feel free to call the IRS toll free tax assistance
   line at 1-800-829-1040.

   Sincerely,

   American Business Financial Services, Inc.
   March 17, 2005

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.  (American
Business Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN LAWYER: Improved Capital Structure Cues S&P to Up Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on American Lawyer Media Holdings, Inc., and on its
operating subsidiary, American Lawyer Media, Inc., which are
analyzed on a consolidated basis, to 'B-'from 'CCC' and removed
these ratings from CreditWatch, where they were placed on
Feb. 3, 2005, with positive implications.  The outlook is stable.
Consolidated debt is about $302 million.

"The upgrade is based on the improvement in the company's capital
structure following the refinancing of the company's debt, and the
moderate profit potential of two recent acquisitions," said
Standard & Poor's credit analyst Steve Wilkinson.

These transactions, consistent with Standard & Poor's
expectations, improved American Lawyer's margin of compliance with
its bank covenants; they also lowered its cash interest payments
by refinancing high-yield debt with bank debt and new discount
notes that do not require cash interest payments for four years.
However, these benefits may be only temporary because the
floating-rate bank debt will be exposed to rising interest rates,
financial covenants will gradually tighten, and the new discount
notes will require cash interest payments in early 2009.

Rating stability relies on expectations for gradually improving
EBITDA and key credit measures.  The rating could be easily
destabilized if American Lawyer does not gradually build its
discretionary cash flow to meet the onset of cash interest
payments on the new discount notes in early 2009, if operating
momentum reverses, if its margin of covenant compliance narrows,
or if debt-financed acquisitions keep financial risk elevated.
The potential for a positive outlook, which Standard & Poor's
views as a longer term development, depends on the company's
ability to increase EBITDA and improve key credit ratios.

American Lawyer maintains a niche position in legal publishing and
related products.


AMERICAN TIRE: Moody's Assigns Caa2 Ratings to $330 Million Notes
-----------------------------------------------------------------
Moody's Investors Service assigned Caa2 ratings to the
$130 million seven-year senior unsecured floating rate notes and
the $200 million senior unsecured eight year fixed rate notes
being issued by American Tire Distributors, Inc., in connection
with Investcorp S.A.'s acquisition of the company from Charlesbank
Capital Partners.  The senior implied rating is B3.

The senior implied rating reflects the relative stability of
replacement tire shipments, favorable trends in underlying demand,
and ATD's diverse geographic footprint across several major
regional markets.  The rating also incorporates the strength of
the company's business model, certain scale and operating
efficiencies, its recent track record of profitability, and
continued prospects for free cash flow generation in its wholesale
business.

However, the rating also incorporates the high financial leverage
involved in the transaction, ATD's dependence upon a limited
number of tire manufacturers/suppliers, uncertainties associated
with a strategy which will likely involve future acquisitions, and
the characteristically low profit margins associated with
distribution businesses.

The ratings on the unsecured notes reflect their junior status to
a $300 million asset backed revolving credit, which will not be
rated, and their prospective low recovery rates in a downside
scenario.  The speculative grade liquidity rating is SGL-2. The
rating outlook is stable.  ATD was formerly Heafner Tire Group.
Moody's had withdrawn the ratings of Heafner Tire Group in
November 2003 following a significant refinancing.

These ratings have been assigned:

   * Senior Implied -- B3

   * $130 million of senior unsecured floating rate notes due in
     2012 -- Caa2

   * $200 million of senior unsecured fixed rate notes due in 2013
     -- Caa2

   * Issuer rating -- Caa2

   * Speculative Grade Liquidity rating -- SGL-2

ATD is the largest wholesale distributor of replacement tires in
the United States, and sells 11 of the 12 leading tire brands,
several associate and private label brands, custom wheels and tire
service equipment, tools and supplies.

The acquisition is being valued at approximately $710 million
prior to fees and expenses.  The senior unsecured notes will be
issued under Rule 144A of the Securities Act with registration
rights.

ATD is the principal operating entity in the corporate structure,
but it also has several existing distributor subsidiaries who, in
addition to future material subsidiaries, will serve as guarantors
of the notes.

ATD will have a $300 million asset backed five-year revolving
credit facility with availability subject to a borrowing base.  At
the closing of the transaction approximately $165 million is
expected to be drawn under this facility and about $61 million
will be available under the borrowing base calculation.

The asset backed revolver will have a first lien over the
borrower's and its guaranteeing subsidiary's working capital and
substantially all other assets, excluding real property, as well
as a guarantee from ATD's parent, American Tire Distributors
Holdings, Inc.

The Holdings guarantee will be secured by the shares in ATD.
Holdings will also have limited amounts of preferred stock from
third party investors.  These consist of a $20 million PIK issue
maturing in 2015, and Series B preferred shares from a major tire
vendor due in 2007.  Series B preferred stock does not carry a
cash dividend, and its principal amount due at maturity can be
reduced by the volume of tires purchased, but would not exceed its
carrying value of $4 million.

Challenges the company will face include:

   * high financial leverage employed in its capital structure;

   * non-exclusive and competitive nature of its distributive
     function (competitors carry the same product, and tire
     manufacturers,subject to economics, may sell direct into the
     channels);

   * dependency upon a limited number of supplier relationships
    (three suppliers accounted for 71.5% of tire products sold in
    2004), and modest operating profit margins in the 4% range.

In addition the company will need to manage incremental working
capital requirements driven by the rising number of SKUs,
fundamental demand growth and anticipated increases in tire
prices.  ATD's balance sheet will also include substantial amounts
of intangible assets which results in a sizable negative tangible
net worth.

Going forward, ATD's strategy will likely include additional
acquisitions, which could introduce incremental challenges, add to
financial leverage, and limit availability under its revolving
credit.  The level of fixed charges will increase as a result of
the elevated leverage deployed in the capital structure. Given the
level of fixed costs involved in a distribution model, this may
add to the volatility of free cash flow generation should sales
volume, margins or working capital metrics deteriorate.  The
company will also be exposed to rising interest rates given the
variable rate component in its debt capital.

ATD's strengths include: its position as the largest distributor
in the $24 billion domestic replacement tire market; benefits this
scale provides in operating efficiencies, breadth of product
offering, scope to invest in customer service capabilities and
technology infrastructure, and favorable trends expected in
underlying demand (circa 2.5% p.a. growth).

The company offers a wide range of products including tires from
major manufacturers (tires are roughly 87% of revenue), custom
wheels, and related tire equipment and supplies.  ATD has an
experienced management team which will continue as investors and
has successfully integrated previous wholesale acquisitions.

In addition it enjoys geographic diversity and has a diverse
customer base, with no customer representing more than 2% of
sales.  Further, the share of replacement tire demand fulfilled by
independent dealers, ATD's largest channel, is viewed as stable.

The company sells into all channels except mass merchandisers.
Its collection of major brand named products, custom wheels, and
related equipment and supplies positions it well in its value
proposition to customers, while its scale and multi-region
capabilities make it attractive to tire manufacturers.

Although the company operates on relatively modest distributor
margins, its profitability is stable and its business model does
not require significant capital expenditures.  Consequently, free
cash flow generation is expected to continue and grow in line with
the business after some initial stepped-up infrastructure
investments.

The stable outlook anticipates that growth in replacement tire
demand will continue and that ATD will maintain a sound business
model and competitive position.  The company should be able to
continue offering an attractive value proposition to both
customers and suppliers as the breadth of SKUs expands.

In addition the diversity of it customer channels and broad
geographic footprint should enhance the stability of margins and
free cash flow generation.

Factors that could lead to favorable ratings developments include
application of free cash flow to debt reduction such that total
adjusted debt/EBITDAR would fall closer to 5 times or below, a
sustained increase in EBIT margins towards 5% and which lifts
EBIT/I coverage above 2 times, and free cash flow generation to
total adjusted debt at or above 5%.  Conversely, the loss of a
major supplier relationship, a deterioration in operating margins
and cash flow, or a debt financed acquisition which raises total
adjusted debt/EBITDAR closer to 8 times would be considered
negative developments.

ATD's total adjusted debt/EBITDAR, including the present value of
operating leases, letters of credit and continuing guarantees,
will be close to 7 times. Pro forma free cash flow to total
adjusted debt will be roughly 4%, and pro forma EBIT/Interest
coverage will be less than 1.5 times.  After some initial
incremental infrastructure investment, free cash flow is expected
to increase in subsequent years but can be impacted by working
capital requirements.

Although the initial capital investment by Investcorp, management,
and PIK preferred stock investors will be approximately
$240 million, substantial goodwill and other intangibles will be
created in the transaction.  Initial tangible net worth is
expected to be negative at roughly ($377) million.  The
combination of qualitative and quantitative measurements positions
the senior implied rating at the B3 level.

The company's asset backed facilities will have a priority first
lien against the significant working capital assets at ATD and the
guaranteeing subsidiaries, and substantially all other assets
except a modest amount of real property.

At the closing, outstandings under this facility will represent
approximately 33% of the total balance sheet debt and 24% of total
adjusted debt.  Certain trade creditors also have $37 million of
liens, which are subordinated to the claims of the revolver.
Total unsecured debt will aggregate some 65% of total balance
sheet debt, but 47% of total adjusted debt (inclusive of the
present value of operating leases).

The senior unsecured notes will have approximately $241 million of
junior capital beneath them at closing. Although this is a
significant amount of cushion the senior unsecured notes have been
assigned a Caa2 rating, two notches below the senior implied
rating.  This results from their effective subordination to the
priority claims of the revolver and secured trade creditors with
respect to tangible assets, heightened exposure to more volatile
enterprise values, uncertainties which may arise in a strategy
likely to involve acquisitions, and potential for limited recovery
in the event of default.

Further, the position of the unsecured notes will be behind
certain secured payables and pari pasu with significant amounts of
other trade creditors.  The structure of an asset-based revolver
may limit flexibility to fund operating losses should insufficient
eligible assets be available to support incremental borrowings.

The SGL-2 rating reflects adequate initial liquidity.  Internal
cash flow, which has some seasonality to it, is expected to cover
working capital and capital expenditure needs in the first year.
Historically the company has been able to operate on relatively
minimal cash balances.

External liquidity comes from availability under its asset backed
revolver and is subject to a borrowing base. Initially this is
expected to provide scope for a further $61 million of borrowings
after the initial draw of $165 million.  Growth in underlying
working capital assets would be required to fully access the
remainder of the $300 million commitment.  This was considered
sufficient for a company of ATD's size and level of ongoing
capital expenditures.  The company will not be limited by
financial covenants until defined "excess availability" under the
revolver is less than $25 million, at which time a defined fixed
charge coverage ratio of 1 to 1 will apply.  As availability under
the revolver is expected to increase over the next twelve months,
this structure provides meaningful headroom from a financial
covenant perspective.  Alternate liquidity is limited given the
extent of the collateral provided to first lien creditors.

American Tire Distributors is a leading nationwide distributor of
tires, wheels and automotive accessories with a network of
71 distribution centers.  The company had revenues of
approximately $1.3 billion in 2004, 1,900 employees, and is
headquartered in Huntersville, North Carolina.


AMR CORP: Fitch Affirms Junk Rating on Senior Unsecured Debt
------------------------------------------------------------
Fitch Ratings has affirmed the senior unsecured debt rating of AMR
Corp. and its principal operating subsidiary American Airlines,
Inc., at 'CCC+'.  Fitch has also assigned a rating of 'B-' to the
company's amended $850 million senior secured credit facility.
The Rating Outlook for AMR and American has been revised to
Negative from Stable.

The 'CCC+' senior unsecured rating reflects American's continuing
exposure to intense cash flow pressures and liquidity concerns in
an airline industry operating environment that has become more
difficult as a result of very high jet fuel prices and persistent
domestic overcapacity.  In spite of the progress made in 2003 to
overhaul collective bargaining agreements and bring AMR's unit
labor costs down to the low end of the legacy carrier group,
losses continued in 2004 as the carrier faced approximately $1.1
billion in annual fuel cost pressures versus that of the prior
year.  With jet fuel prices still above $1.50 per gallon on the
spot market and only a small amount of hedging in place for 2005,
American again faces extreme cost challenges this year.

At the same time, domestic passenger yields are unlikely to
recover in 2005 in light of big capacity additions being made by
low-cost carriers -- LCCs -- in domestic markets already saturated
with low-cost seats.

The change in the Rating Outlook to Negative reflects Fitch's
expectation that large operating losses this year will lead to
heightened liquidity pressures moving into 2006, particularly in
the event that jet fuel prices remain near current levels.  Weak
operating cash flow generation in a high fuel cost scenario,
together with heavy scheduled debt maturities and pension funding
requirements, will likely lead the company to seek other
opportunities to raise cash balances by year-end.

A sustained high fuel price scenario in 2005 (i.e. average full-
year crude oil prices of $50 per barrel) could translate into
incremental fuel expense pressure of approximately $900 million
over the 2004 consolidated fuel expense figure of $3.96 billion.
Beyond the first quarter, during which American has 15% of fuel
deliveries hedged, no significant hedging position is in place for
the remainder of the year.  Fitch estimates that a $1 change in
the price of crude oil translates into an $80 million annual swing
in operating cash flow.  With spot crude oil now priced above $55
per barrel, jet fuel price changes continue to represent the most
important credit risk factor for American and the entire U.S.
airline industry in 2005.

Passenger unit revenue weakness has already forced American to
reduce scheduled capacity in domestic markets by 4% in the first
quarter of 2005.  Many of the schedule adjustments have occurred
in nonhub markets (e.g. transcontinental routes) where the
expansion of LCC route frequencies has contributed to passenger
yield erosion.

While capacity constraint may bolster American's revenue per
available seat mile performance somewhat this year, the
probability of dramatic industry capacity reduction tied to a
potential US Airways liquidation is now lower as a result of
recent progress made in the US Airways Chapter 11 reorganization
effort.  On the international side, American expects to grow
available seat mile capacity by 12% this year.  While unit revenue
and margin trends remain far better in international markets,
Fitch believes that large schedule additions in trans-Atlantic,
Latin American, and trans-Pacific markets are likely to lead to
intensifying yield pressure throughout the year.

Even with robust demand patterns in place in these markets, new
supply should constrain pricing improvements in 2005.
Moves by other U.S. legacy carriers to negotiate labor concessions
are likely to increase pressure on American to re-open collective
bargaining agreements with its unions by year-end.  If tentative
labor deals at Continental are ultimately ratified and if United
is successful in locking in pay-rate reductions and pension
plan terminations through the bankruptcy court, American
will likely be forced to seek additional concessions to
maintain unit labor cost parity.  New labor agreements at
Northwest, if successfully negotiated by fall, could bring
additional pressure on American to drive labor costs lower.

Fixed cash obligations over the next two years are large, with
scheduled debt and capital lease maturities of $806 million this
year and $1.4 billion in 2006.  In addition, capital spending will
remain above $800 million this year with the delivery of 20
embraer regional jets for AMR Eagle.  However, importantly, all of
these deliveries (as well as two final B777 deliveries scheduled
for 2006) are already financed.  Unrestricted cash and short-term
investment balances remained relatively strong at $2.9 billion
(about 15% of annual revenues) as of Dec. 31, 2004.

With respect to defined benefit pension plan funding, AMR faces a
less daunting cash flow challenge than most of its legacy carrier
peers.  The company's total unfunded liability remained flat in
2004 at $2.7 billion (projected benefit obligation basis), largely
as a result of good plan asset returns and a reduction in cash
benefits paid to retirees.  AMR has seen a less dramatic increase
in unfunded liabilities due to a larger fixed-income component in
its pension plan investments.

The company expects required 2005 cash contributions to total $310
million, and that figure is likely to grow somewhat in 2006 once
legislative relief related to so-called deficit reduction
contribution -- DRC -- pension payments expires at the end of
2005.

The 'B-' rating assigned to the secured credit facility reflects
enhanced recovery prospects in the event of default associated
with the facility's collateral pool.  The facility, consisting of
a $600 million revolver maturing in 2009 and a $250 million term
loan maturing in 2010, is secured by aircraft (principally B757,
B767, and MD80 fleet types) and American's Tokyo-Narita route
authorities.  As part of the amended credit facility agreement,
American was required to pledge an additional 72 aircraft in
addition to the previous collateral.  This has further eroded the
available pool of unencumbered assets that could secure future
financings, but some aircraft will be freed up as the credit
facility amortizes.  The amended credit facility contains both a
minimum liquidity and EBITDAR fixed-charge coverage covenant.  The
minimum liquidity requirement of $1.5 billion (falling to $1.25
billion after Sept. 30) is unlikely to be tested in 2005.

However, increasingly stringent fixed-charge ratio requirements
(notably a step-up to 1.10x) at Dec. 31, 2005) could force
American to seek waivers from the bank group should operating
results remain weak throughout the year.  In light of increasing
liquidity concerns, Fitch expects American to actively seek
opportunities to raise cash through asset sales and/or asset-based
financing transactions over the next year.  Possible transactions
include a special facilities bond issued related to terminal
construction at New York's JFK International Airport, as well as
debt financing backed by non-Section 1110-eligible aircraft,
engines, and spare parts.  AMR could still raise cash through the
sale of its AMR Eagle regional airline unit.


ANCHOR GLASS: S&P Chips Rating to B- Owing to Poor Performance
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Anchor Glass Container Corp., to 'B-' from 'B+' and
removed the rating from CreditWatch with negative implications
where it was placed on Feb. 2, 2005.  Other ratings were also
lowered and removed from CreditWatch.

The outlook is negative.  Tampa, Florida-based Anchor had total
debt outstanding of about $472 million at Dec. 31, 2004.

"The downgrade reflects the company's weaker-than-expected
operating performance for 2004 and limited liquidity given lower-
than-expected sales volume trends, elevated natural gas prices
(the principal fuel for manufacturing glass), and increased raw-
material costs--namely soda ash," said Standard & Poor's credit
analyst Liley Mehta.

As a result, the company had significant negative free cash from
operations of $61 million in 2004, and debt leverage remained very
aggressive.  In addition, the unexpected resignation of the Chief
Executive Officer in March 2005 gives rise to uncertainty
regarding management's ability to drive operational initiatives
and improve cash generated from operations, particularly given the
considerable challenges facing the company.

The ratings on Anchor reflect a weak business profile that
incorporates its high customer concentration, vulnerability to
steep increases in natural gas prices, substitution risk (arising
from ongoing conversions from glass to plastic containers),
capital-intensive operations, very aggressive debt use, and
strained liquidity.

With annual revenues of about $748 million, Anchor is the third-
largest U.S. producer of glass containers for beer, beverages, and
foods and has an estimated market share of 18%.  Although the
glass packaging industry is concentrated, competition is high from
two larger, more efficient and global glass container producers,
Owens-Illinois Inc., and Compagnie de Saint-Gobain S.A. Beer and
flavored alcoholic beverages represent Anchor's largest end
markets (62% of sales); other end markets are beverages, tea,
food, and liquor.  The company is vulnerable to ongoing
substitution by alternative materials such as plastic,
particularly in certain food segments, which have intensified
competitive pricing pressures in the past year.

If operating results and liquidity fail to improve to expected
levels, as a result of higher raw-material prices, additional
volume pressure or higher-than-anticipated capital outlays,
ratings could be lowered in the near term.  Also, if additional
operating challenges arise, Anchor would be expected to take
meaningful and proactive steps to preserve liquidity in order to
avoid another downgrade.


ARMSTRONG WORLD: Discloses '05 Target Bonus & Incentives for Execs
------------------------------------------------------------------
Armstrong Holdings, Inc., has established and administers
executive compensation programs to attract and retain executive
talent necessary for its operations.  As a general rule, Armstrong
also tries to structure its compensation programs to maximize the
deductibility of Armstrong World Industries, Inc.'s executive
compensation expense for tax purposes.  Historically, the
principal components of the Company's executive compensation have
included base salary, an annual performance-based bonus under its
Management Achievement Plan, and a long-term incentive component
that has been provided under its 1999 Long-Term Incentive Plan.
Since AWI filed for Chapter 11 protection in December 2000, the
long-term incentive component has been provided through cash
incentive awards instead of stock options, performance restricted
shares or restricted stock awards, which have not been allowed
under Chapter 11.

Traditionally, Armstrong's independent Management Development and
Compensation Committee of the Board of Directors meets in February
to establish performance goals for the Company's operations under
the MAP and LTIP, and establish target awards under those plans
for executives to be paid in the future based on achievement of
those operating goals.  The committee sets operating performance
goals and target awards under both of those plans.

With respect to Armstrong's Chief Executive Officer, Michael D.
Lockhart, his employment agreement dated August 7, 2000, addresses
his contractual rights with respect to annual bonus and long-term
incentive compensation.  The committee administers Mr. Lockhart's
awards under MAP and LTIP with a view towards observing those
contractual obligations.

If Armstrong performs above a MAP performance threshold for 2005,
the MAP participants will be eligible to receive a payment in 2006
based on a percentage of their target bonus.  Each executive's
target bonus is calculated as a percentage of their annual base
salary earnings ranging from 15% -- at the base level for
participants -- to 125% -- for the CEO.

Similarly, if the Company performs above a LTIP performance
threshold for 2005 and 2006, participants in the LTIP will be
eligible to receive a payment in 2007 equal to a percentage of
their 2005 LTIP cash incentive award target grant.  LTIP award
target grants are calculated as a percentage of the executive's
current base salary ranging from 12% -- at the base level for
participants -- to 337% -- for the CEO.

If Armstrong's performance equals the operating goals set by the
committee, the authorized payout under each of the MAP and LTIP
has been set at 120% of the executive's target bonus and LTIP
award target grant.  Mr. Lockhart's actual LTIP award payment,
however, will be based on payout formulae established by the
committee.

If the Company does not achieve the threshold levels of
performance against the MAP and LTIP operating goals that have
been established, no payments on the 2005 awards will be made to
executive officers.  If the threshold MAP and LTIP performance is
achieved, but the results are less than the goals, relatively
lower authorized payouts are allowed for participants.

If Armstrong should exceed the operating goals, there would be
allowed a relative increase in the payments to participants under
the MAP and LTIP.  However, the committee has the discretion to
reduce actual payments to participants based on individual
performance factors.  With the exception of Mr. Lockhart's LTIP
awards, the committee has traditionally reduced the authorized MAP
and LTIP payments, except in situations where the committee
determined that a participant's contributions merited the full
authorized payment.

In a regulatory filing with the Securities and Exchange
Commission, Walter T. Gangl, Armstrong Holdings' Deputy General
Counsel and Assistant Secretary, reports the current base salary
level, the 2005 MAP target bonus as a percentage of each
executive's 2005 base salary earnings, and the LTIP award target
grant amount for each executive officer:

                                     2005 MAP Award
Executive            Current Base   % of Actual Base   2005 LTIP
Officer                 Salary      Salary Earnings      Award
---------            ------------   ----------------   ---------
Michael D. Lockhart    $920,000           125%        $3,100,000
Stephen J. Senkowski    529,412            70          1,138,200
F. Nicholas Grasberger  450,000            60            810,000
Matthew J. Angello      368,000            50            552,000
John N. Rigas           370,000            50            555,000
William C. Rodruan      272,400            45            272,400

Mr. Gangl adds that the executives are eligible to receive a
merit-based salary increase effective April 1, 2005.  Any increase
to an executive's base salary earnings will be factored in to
their MAP bonus to be paid in 2006.

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 Orlando Airport Lease
---------------------------------------------------
ATA Airlines, Inc., and its debtor-affiliates entered into an
Airline-Airport Lease and Use Agreement with the Greater Orlando
Aviation Authority, effective as of January 1, 1996.  Under the
Lease, ATA Airlines was billed monthly for the use of certain
premises and facilities at the Orlando International Airport.

The costs and fees associated with the Lease & Use Agreement are
no longer economically feasible in light of the Debtors' reduced
flight operations, Jeffrey C. Nelson, Esq., at Baker & Daniels,
Indianapolis, Indiana, relates.  Thus, the Debtors propose to
terminate the Lease.

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


AXLE MERGER: Moody's Junks Planned $150M Senior Subordinated Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Axle Merger Sub,
Inc.'s proposed $165 million senior secured credit facility and a
Caa1 rating to IAAI Finance Corp.'s proposed $150 million of
senior subordinated notes.  The senior secured credit facility is
expected to comprise a $115 million term loan B and a $50 million
revolving credit facility.

In addition, Moody's assigned Insurance Auto Auctions, Inc., a
senior implied rating of B2 and a senior unsecured issuer rating
of B3.

Axle Merger and IAAI Finance are newly formed companies controlled
by Kelso & Company and were set up specifically to consummate a
merger transaction with IAAI.

On February 23, 2005, affiliates of Kelso entered into a merger
agreement to acquire IAAI for total consideration of about $409
million, including refinanced debt and fees and expenses.  The
agreement provides for the merger of Axle Merger with and into
IAAI, with IAAI as the surviving corporation.  The closing of the
merger is subject to certain terms and conditions, including
stockholder approval and the completion of financing.  The
transaction is expected to close in the second quarter of 2005.

The acquisition is expected to be financed with the proceeds from
the $115 million term loan B, $150 million of senior subordinated
notes and a $144 million equity contribution from Kelso.  Axle
Merger is expected to be the borrower under the senior secured
credit facility.  The closing of the senior secured credit
facility is conditioned upon the completion of the merger.  Upon
the completion of the merger, IAAI will assume all the obligations
of Axle Merger under the senior credit facility.  The revolving
credit facility will be available to IAAI during the six-year
period commencing with the closing date of the merger.

IAAI Finance is expected to issue the $150 million of senior
subordinated notes.  As the closing of the merger is not expected
until the second quarter of 2005, the proceeds from the note
offering will be deposited in an escrow account and will be
invested in cash, cash equivalents or treasury securities.  The
proceeds invested in the escrow account will be used to redeem the
notes if the closing of the merger has not occurred on or prior to
September 22, 2005 or if the merger agreement is terminated before
that date. If the merger is completed, IAAI will assume IAAI
Finance's obligations under the notes.

All of the assigned ratings are contingent upon the completion of
the merger.  If the merger is not completed, all of the ratings
will be withdrawn.

Moody's assigned these ratings to Axle Merger (which ratings will
be transferred to IAAI upon closing of the merger):

   * $50 million senior secured revolving credit facility due
     2011, rated B2;

   * $115 million senior secured term loan facility due 2011,
     rated B2.


Moody's assigned these ratings to IAAI Finance (which ratings will
be transferred to IAAI upon closing of the merger):

   * $150 million Senior Subordinated Notes due 2012, rated Caa1;

Moody's assigned these ratings to IAAI:

   * Senior Implied, rated B2;

   * Senior Unsecured Issuer Rating, rated B3;

The ratings outlook is stable.

The ratings are subject to the review of the final executed
documents and the closing of the merger.

The ratings reflect:

   * substantial leverage; revenue concentration with the three
     largest suppliers accounting for about 37% of the company's
     2004 unit sales;

   * a lack of long term contractual commitments from suppliers;

   * intense competition from other national and regional salvage
     pools for supply of salvage vehicles and potential additional
     competition from new market entrants such as used car auction
     companies; and

   * the company's dependence on recently implemented technology
     systems, which may be subject to disruption and require
     significant cost to maintain and upgrade.

The ratings also reflect:

   * the company's number two market position in the US salvage
     auction market with only Copart, Inc. (the market leader) and
     the company maintaining a national scope;

   * high barriers to entry due to property size, information
     technology and infrastructure requirements of the salvage
     auction business;

   * expected continued growth in supply of salvage auction
     vehicles due to the trend of consistent increases in the
     number of registered vehicles, total miles traveled and the
     complexity of vehicles; and

   * minimal inventory risk as about 96% of 2004 revenues
     represent fee income derived from sales of vehicles consigned
     to the company.

The stable ratings outlook reflects Moody's expectation of
continued growth in vehicle auction volume, an increase in
revenues per unit sold and a significant reduction in capital
expenditures from the $29 million incurred in 2004.  Capital
expenditures in 2004 included significant costs for major
rehabilitation projects, facility consolidations and expansions.
As a result, Moody's expects operating margins and free cash flows
to improve significantly in 2005. Free cash flows are expected to
be used to reduce borrowings under the company's term loan
facility.

The outlook or ratings could be pressured if the expected
improvement in operating margins and free cash flows fails to
materialize due to reduced auction volume, an inability to improve
revenues per unit sold or higher than expected maintenance
requirements.  In addition, although the company has not had
significant costs to date related to environmental compliance and
remediation and does not expect such costs to be material, a
significant increase in costs to comply with environmental laws or
to remediate a contamination at the company's facilities could
pressure the rating.

The ratings or outlook could be raised if revenue growth is
greater than expected, which results in a sustainable ratio of
free cash flow to debt in the range of 8-10%.

The B2 rating assigned to the proposed senior credit facility of
Axle Merger will be transferred to IAAI in connection with the
merger and reflects the credit profile of IAAI pro forma for the
merger.  Upon closing of the merger, the senior credit facility
will have a first priority security interest in substantially all
the tangible and intangible assets of IAAI and its subsidiaries
including a pledge of 100% of the capital stock of domestic
subsidiaries.  The term loan B amortizes at a rate of .25% a
quarter with the balance payable at maturity.  The credit facility
has a cash flow sweep, initially set at 75%, with a step down if
the company achieves a decline in its leverage ratio.  The company
expects to have significant availability under the revolver at
closing based on expected levels of financial covenants.

The Caa1 rating assigned to the senior subordinated notes of IAAI
Finance will be transferred to IAAI in connection with the merger
and reflects the credit profile of IAAI pro forma for the merger.
Upon closing of the merger, the notes will be contractually
subordinated to existing and future senior debt of IAAI and its
subsidiaries and will be guaranteed on a senior subordinated basis
by substantially all existing and future domestic subsidiaries of
IAAI.

The ratio of free cash flow to debt was about 11% in 2004
reflecting the minimal debt load of the company in 2004.  Moody's
expects that ratio to be about 4-6% in the year after the
acquisition closes.  The ratio of debt to reported EBITDA would
have been about 8 times in 2004 on a pro forma basis for the
acquisition and is expected to improve to about 5 times in 2005.

Insurance Auto Auctions, Inc. is the second largest provider of
salvage auction services in the United States with a network of 78
sites in 32 states.

The company sells salvage and theft-recovered vehicles at auctions
at one of its facilities or via the internet through proxy or live
internet bidding.  A majority of the vehicles processed by the
company are sold under a fixed fee and percentage of sale
consignment method.  The company obtains the majority of its
supply of vehicles from insurance companies. The company is
headquartered in Westchester, Illinois.

Revenues for the year ending December 31, 2004, were about
$240 million.


BANC OF AMERICA: Fitch Puts Low-B Ratings on Two 2005-BOCA Loans
----------------------------------------------------------------
Banc of America Large Loan, Inc., series 2005-BOCA, is rated by
Fitch Ratings:

     -- $258,486,000 class A-1 'AAA';
     -- $64,621,000 class A-2 'AAA';
     -- $632,000,000 class X-1 'AAA';
     -- $632,000,000 class X-2 'AAA';
     -- $52,283,000 class B 'AA+';
     -- $23,462,000 class C 'AA';
     -- $23,462,000 class D 'AA-';
     -- $23,462,000 class E 'A+';
     -- $23,462,000 class F 'A';
     -- $23,462,000 class G 'A-';
     -- $46,924,000 class H 'BBB+';
     -- $23,462,000 class J 'BBB';
     -- $46,914,000 class K 'BBB-';
     -- $35,198,000 class L 'BB+';
     -- $54,802,000 class M 'BB'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are five
full-service hotels and two golf courses with an aggregate
principal balance of $700,000,000 as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the report titled 'Banc of America Large Loan Inc., Series 2005-
BOCA,' dated Feb. 28, 2005 and available on the Fitch Ratings web
site at http://www.fitchratings.com/


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 translations 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.


BRIDGEWATER SPORTS: Asks Court to Close Chapter 11 Case
-------------------------------------------------------
Bridgewater Sports Arena, L.P., asks the U.S. Bankruptcy Court for
the District of New Jersey to close its chapter 11 case after
disbursing the $8.1 million cash generated from the sale of its
assets to DJD Amusements LLC pursuant to the confirmed modified
Second Amended Plan of Reorganization.

The Debtors already fully paid:

   * administrative expense claims,
   * $15,000 of priority claims, and
   * $6,300,000 of secured clams.

The Debtor also paid:

   * $200,000 to satisfy Brian Barefoot's $1,457,994 claim; and
   * $175,000 to satisfy general unsecured claims.

Unsecured creditors recovered 20% of claims totaling $947,899.

Headquartered in Bridgewater, New Jersey, Bridgewater Sports
Arena, L.P., is a recreational facility in Central New Jersey.
The Company filed for chapter 11 protection on August 5, 2003
(Bankr. N.J. Case No. 03-35809).  Brian L. Baker, Esq., and Morris
S. Bauer, Esq., at Ravin Greenberg, PC, represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated debts and assets of over
$50 million each.  The Company's Second Amended Plan of
Reorganization was confirmed in November 23, 2005.


CATHOLIC CHURCH: Ct. Denies Hamilton Rabinovitz's Hiring in Tucson
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter, Feb. 9,
2005, the Unknown Claims Representative, A. Bates Butler III, and
the Guardian ad litem, Charles Arnold, in the Diocese of Tucson's
Chapter 11 case seek Judge Marlar's permission to retain Hamilton,
Rabinovitz, & Alschuler, Inc., as consultants.

Hamilton provides analytical services focused on the estimation of
claims and the development of claims procedures with regard to
payments and assets of a claims resolution trust.

However, Ilene J. Lashinsky, United States Trustee for Region 14,
objects to A. Bates Butler III and Charles Arnold's application to
retain Hamilton, Rabinovitz, & Alschuler, Inc., as consultant
because they seek to retain professional under Section 328 rather
than Section 327 of the Bankruptcy Code.

According to Christopher J. Pattock, Trial Attorney for the U.S.
Trustee, Section 328, among other things, provides that
compensation may be reduced only if the terms and conditions prove
to have been improvident in light of developments not capable of
being anticipated at the time of the fixing of the terms and
conditions.  This standard makes it much more difficult to object
to fees at the end of the case if it appears that the fees
requested are not reasonable, Mr. Pattock says.

*   *   *

The United States Bankruptcy Court for the District of Arizona
denies the application.

Judge Marlar rules that given the approximately 35 years of
experience of the Unknown Claims Representative, A. Bates Butler
III, and the Guardian ad litem, Charles Arnold, as attorneys,
Messrs. Butler and Arnold have appropriate training and skill and
are uniquely suited to the task of estimating the potential and
size of the unknown claims -- without costing the estate a large
administrative expense.

"The estimations [that would have been provided by Hamilton,
Rabinovitz, & Alschuler] are nothing more than that," Judge
Marlar says.

To assist all parties in making the estimates -- and without
suggesting that this is the only way to deduce answers to the
problem -- Judge Marlar recommends that Messrs. Butler and
Arnold, as a primitive starting point, take discovery pursuant to
Rule 9014 of the Federal Rules of Bankruptcy Procedure and ask the
Diocese to:

   (a) list all priests employed by, or in the service of, the
       Diocese, from 1950 to the present, together with their
       years of service and parishes served;

   (b) state the approximate population of each parish at the
       time each priest served it;

   (c) identify from the list each priest whom any claim of
       sexual misconduct or abuse was made, no matter how minor
       the incident;

   (d) as to each priest, describe where the information was
       obtained -- for example, from files, letters, other
       documents, etc.;

   (e) as to each incident:

          * describe the nature of the grievance, and the name
            and age of the alleged victim at the time of the
            incident;

          * evaluate how -- that is in what "tier," 1-4 -- the
            claim would be treated in the current plan of
            reorganization; and

          * describe whether the incident was resolved, whether
            by monetary or non-monetary means;

   (f) describe all monetary settlements made by the Diocese,
       from 1950 to the present, by amount;

   (g) describe all verdicts rendered by a court of law, after
       trial or summary judgment, relative to any of the priest
       listed;

   (h) for each priest against whom a charge or allegation of
       sexual misconduct was made, describe the time period from
       the first to the last allegation; and

   (i) describe how many offending priest, or those alleged to
       have committed the sexual offenses, were dealt with by the
       criminal justice system and how.

Messrs. Butler and Arnold are, by no means, limited to these
questions in their effort to evaluate the probability of future
claims, Judge Marlar says.

The information provided by the discovery will be provided under
seal, and for the time being, only the U.S. Bankruptcy Court for
the District of Arizona, Tucson's counsel, and Messrs. Butler and
Arnold and their counsel, will have access to the information.
The information will remain confidential, unless the Court
modifies the order in the future.

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)


COMMERCE ONE: Has Until April 4 to File Plan of Reorganization
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
extended the period within which Commerce One, Inc., n/k/a CO
Liquidation, Inc., and its debtor-affiliates have the exclusive
right to file a chapter 11 plan to April 4, 2005.

The Court also extended the period within which the Debtors have
the exclusive right to solicit acceptances for that plan to
June 3, 2005.

As reported in the Troubled Company Reporter on Dec. 8, 2004, the
Debtors got the Court's nod to sell seven patents relating to Web
services to JGR Acquisition, Inc., for $15.5 million.

JGR Acquisition, a newly formed subsidiary of Commerce One's
secured creditors Com Vest Investment Partners II LLC and DCC
Ventures, LLC, outbid eight other bidders.

Web services are programmatic interfaces that can seamlessly
travel among diverse networks and diverse applications and
languages.  Web services provide a standard way to interoperate
among diverse software applications that run on diverse platforms.
According to Wintergreen Research, in 2003, the Web services
market, excluding portals, accounted for $208 million in revenue
and could have a compound average growth rate of as much as 52%
from 2003 through 2008.

The Company developed an important patent portfolio for the
emerging Web services market.  This portfolio includes seven
issued U.S. patents and 30 U.S. patent applications.  United
States Patent and Trademark Office records show that five of
Commerce One's patents are:

   Patent No.   Title
   ----------   -----
    6,751,600   Method for automatic categorization of items

    6,591,260   Method of retrieving schemas for interpreting
                documents in an electronic commerce system

    6,542,912   Tool for building documents for commerce in
                trading partner networks and interface definitions
                based on the documents

    6,226,675   Participant server which process documents for
                commerce in trading partner networks

    6,125,391   Market makers using documents for commerce in
                trading partner networks

Headquartered in San Francisco, California, Commerce One, Inc.
(n/k/a CO Liquidation, Inc.) -- http://www.commerceone.com/--  
provides software services that enable businesses to conduct
commerce over the Internet.  Commerce One, Inc., and its wholly
owned subsidiary, Commerce One Operations, Inc., filed for chapter
11 protection on Oct. 6, 2004 (Bankr. N.D. Calif. Case Nos. 04-
32820 and 04-32821).  Doris A. Kaelin, Esq., and Lovee Sarenas,
Esq., at the Murray and Murray, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed $14,531,000 in total assets and $12,442,000 in total
debts.  As of December 2, 2004, Commerce One estimates that its
liabilities owed to creditors total approximately $9.7 million,
including approximately $5.1 million owed to ComVest.  The Company
expects that total liabilities will continue to increase over
time.


CREDIT SUISSE: Fitch Downgrades Six 2002-TFL1 Mortgage Certs.
-------------------------------------------------------------
Fitch Ratings downgrades Credit Suisse First Boston Mortgage
Securities Corp., commercial mortgage pass-through certificates,
series 2002-TFL1:

      -- $10.1 million class E to 'BBB-' from 'A-';
      -- $4.3 million class F-ABP to 'BBB-' from 'BBB+';
      -- $8 million class G-ABP to 'BB+' from 'BBB-';
      -- $3 million class H-ABP to 'B+' from 'BBB-';
      -- $6.5 million class F-WBC to 'B+' from 'BB+';
      -- $3.5 million class G-WBC to 'B-' from 'BB-'.

Classes E, F-WBC, and G-WBC are removed from Rating Watch
Negative.

In addition, Fitch places these classes on Rating Watch Evolving:

      -- $3.8 million class F-ALH 'A-';
      -- $10 million class G-ALH 'BBB';
      -- $6 million class H-ALH 'BB+'.

Fitch affirms these classes:

      -- $125.5 million class A-2 at 'AAA';
      -- Interest Only class A-X at 'AAA';
      -- $37 million class B at 'AAA';
      -- $44 million class C at 'AA';
      -- $29 million class D at 'A';
      -- $3.6 million class F-COT at 'BBB+';
      -- $1.4 million class G-COT at 'BBB';
      -- $2.8 million class H-COT at 'BBB-.

Fitch does not rate the $3.3 million class H-WBC.

These classes have paid in full since issuance:

      A-1, F-717, G-717, H-717, F-PH, G-PH, H-PH, J-PH, F-AON,
      G-AON, H-AON, F-SP, G-SP, F-POR, and G-POR.

The classes are downgraded due to the continued decline of the
pool's performance since issuance.  The Alliance LHMD Portfolio
was placed on RWE due to the potential payoff in April 2005.  As
of year-end 2004 the weighted average debt service coverage ratio
-- DSCR -- for the four remaining trust mortgage assets was 1.05
times compared to 1.21x as of year-end 2003 and 1.39x at issuance.
The overall Fitch adjusted net cash flow -- NCF -- as of year-end
2004 declined 13.1% since year-end 2003 and 24.4% since issuance.

As of the February 2005 distribution date, the outstanding
principal balance has been reduced by approximately 62% to $301.8
million compared to $794 million at issuance.

The Alliance BP Multifamily Portfolio (36.4%) consists of 13
cross-collateralized and cross-defaulted multifamily properties,
located in six states.  As of year-end 2004, the Fitch adjusted
NCF declined 17.1% from year-end 2003 and 21.7% since issuance.
The corresponding DSCR as of year-end 2004 was 1.03x compared to
1.25x as of year-end 2003 and 1.32x at issuance.  The overall
portfolio occupancy as of December 2004 was 82.2% compared to
88.7% as of December 2003 and 88.6% at issuance.  The decrease
in NCF and corresponding drop in the DSCR triggered a cash trap.
The loan is on a hyper-amortization schedule, which pays down the
mezzanine debt.  In addition, the borrower is no longer collecting
management fees.

The Alliance LHMD Multifamily Portfolio (36.3%) consists of 21
cross-collateralized and cross-defaulted multifamily properties
located in six states.  As of year-end 2004, the Fitch adjusted
NCF declined 6.1% from year-end 2003 and 23.2% since issuance, due
to softening markets, and high in-place concessions.  The
corresponding DSCR as of year-end 2004 was 1.06x compared to 1.13x
as of year-end 2003 and 1.39x at issuance.  The portfolio's
occupancy as of December 2004 was 88% compared to 90.4% as of
December 2003 and 91.0% at issuance.  The decrease in NCF and
corresponding drop in DSCR has triggered a cash trap.  The loan is
on a hyper-amortization schedule, and the borrower is no longer
collecting management fees.

Alliance Holding Investment, the original sponsor, recently
entered into an agreement with Lehman Brothers Holding, Inc. (the
junior mezzanine holder) to assume the future debt obligation.
Wachovia Securities, the master servicer, recently received a
payoff notice for April 2005.

The Cottonstar Portfolio (13.2%) consists of two office buildings,
totaling 593,534 square feet located in Dallas, Texas.  As of
year-end 2004, the Fitch adjusted NCF declined 12.1% from year-end
2003 and 8.8% since issuance.  The corresponding DSCR as of year-
end 2004 was 1.31x compared to 1.49x as of year-end 2003 and 1.43x
at issuance.  The decline is due to the continued drop in
occupancy.  As of December 2004, occupancy was 86% compared to 89%
as of June 2004 and 90% at issuance.

Approximately 6.3% of the portfolio's net rentable area -- NRA --
expires in 2005 and 21.1% of the NRA expires in 2006.  As of
December 2004, the portfolio's in-place rents were approximately
$19 per square foot, generally in line with market rents.
Williamsburg and The Commons Multifamily Portfolio (14.0%),
consists of two garden-style apartment properties with 1,264 units
located in Cincinnati, Ohio.  As of year-end 2004 the Fitch
adjusted NCF declined 21% from year-end 2003 and 43.1% since
issuance.  The Fitch adjusted DSCR as of year-end 2004 was 0.79x
compared to 0.99x as of year-end 2003 and 1.39x at issuance.  The
decline is attributed to a softening market, and decreased
occupancy and in-place concessions.  The portfolio's occupancy as
of December 2004 dropped to 69.1% compared to 79.0% as of August
2004 and 83% at issuance.  The loan was transferred to Wachovia
Securities, the special servicer, due to failure to make debt
service payments. The special servicer is currently negotiating a
resolution with the borrower.

Although Fitch is concerned with the interest-only, floating-rate
nature of the loans, all loans benefit from extension options
which require the purchase of LIBOR cap agreements.  The
transaction is secured by four floating-rate senior participation
interests (A notes) in whole loans.  The senior participation
interests are divided into a pooled portion and a non-pooled
portion.  The junior participation interest in a loan is referred
to as the B note and is not contributed to the trust.  The DSCRs
reported herein are based on the current balance of the senior
participation interest.


CREDIT SUISSE: Fitch Assigns Low-B Ratings to Six Mortgage Certs.
-----------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp., series
2005-C1 commercial mortgage pass-through certificates are rated
by Fitch Ratings:

     -- $113,741,000 class A-1 'AAA';
     -- $125,500,000 class A-2 'AAA';
     -- $113,100,000 class A-AB 'AAA';
     -- $181,606,000 class A-3 'AAA';
     -- $674,347,000 class A-4 'AAA';
     -- $92,510,000 class A-J 'AAA';
     -- $1,510,367,836 class A-X* 'AAA';
     -- $1,426,004,000 class A-SP* 'AAA';
     -- $43,423,000 class B 'AA';
     -- $13,216,000 class C 'AA-';
     -- $24,543,000 class D 'A';
     -- $18,880,000 class E 'A-';
     -- $20,767,000 class F 'BBB+';
     -- $15,104,000 class G 'BBB';
     -- $18,880,000 class H 'BBB-';
     -- $5,663,000 class J 'BB+';
     -- $5,664,000 class K 'BB';
     -- $5,664,000 class L 'BB-';
     -- $5,664,000 class M 'B+';
     -- $5,664,000 class N 'B';
     -- $3,776,000 class O 'B-';
     -- $22,655,836 class P not rated (NR).

* Notional amount and interest only.

Classes A-1, A-2, A-AB, A-3, A-4, A-J, B, C, and D are offered
publicly, while classes E, F, G, H, J, K, L, M, N, O, P, A-X, and
A-SP are privately placed pursuant to rule 144A of the Securities
Act of 1933.  The certificates represent beneficial ownership
interest in the trust, primary assets of which are 166 fixed-rate
loans having an aggregate principal balance of approximately
$1,510,367,836, as of the cutoff date.

For a detailed description of Fitch's rating analysis, see the
report 'Credit Suisse First Boston Mortgage Securities Corp.,
Series 2005-C1,' dated Feb. 23, 2005, available on the Fitch
Ratings web site at http://www.fitchratings.com/


CYGNUS INC: Warns of Possible Bankruptcy Filing in Form 10-K
------------------------------------------------------------
Cygnus, Inc., (OTC Bulletin Board: CYGN) reported total revenues
of $556,000 for the year ended December 31, 2004, compared to
$2.9 million for the year ended December 31, 2003.  This decrease
is the result of the termination of the Company's Sales, Marketing
and Distribution Agreement with Sankyo Pharma Inc. in December
2003.  Cygnus posted a net loss of $8.1 million for the year ended
December 31, 2004, compared to net income of $49.4 million for the
year ended December 31, 2003.  The net income for the year ended
December 31, 2003 resulted from a gain of $75.8 million in the
fourth quarter due to the Company's settlement with Sankyo Pharma.

Total costs and expenses for the year ended December 31, 2004 were
$11.6 million, compared to $27.0 million for the year ended
December 31, 2003.  Costs of product revenues were $240,000 for
the year ended December 31, 2004, compared to $15.4 million for
the year ended December 31, 2003.  The decrease in costs of
product revenues for 2004 was partially a result of the Company's
reduced product revenues and suspension of its manufacturing
efforts.  In addition, costs of product revenues for the year
ended December 31, 2003 included $5.3 million of underabsorbed
indirect overhead associated with building up the Company's
manufacturing capacity to meet then-expected future volumes and a
write-off of approximately $6.4 million of inventory.  The Company
did not have any research and development expenses for the year
ended December 31, 2004, compared to $5.1 million for the year
ended December 31, 2003.  Cygnus ceased all research and
development activities and manufacturing in the fourth quarter of
2003. Sales, marketing, general and administrative expenses for
the year ended December 31, 2004 were $11.4 million, compared to
$6.4 million for the year ended December 31, 2003.  This increase
is a result of maintaining personnel and capacity to resume
manufacturing and research and development activities if Cygnus
were to have entered into a strategic alliance or found an
acquiror for the Company.

On December 16, 2004, Cygnus entered into an Asset Purchase
Agreement with Animas for the sale of substantially all of its
assets (other than its cash and cash equivalents, accounts
receivable, and its claims in the arbitration matter with Ortho-
McNeil Pharmaceutical, Inc.), including its intellectual property
rights, product development and production equipment, regulatory
package, inventory and certain assumed contracts, including all
supplier, manufacturing and license agreements related to its
products, to Animas for $10.0 million in cash.  Upon the closing
of the asset sale to Animas, Cygnus will satisfy its arbitration
obligation to Sanofi-Aventis in order to release the Company's
assets, including its intellectual property, from the security
interests that Sanofi-Aventis has in those assets.

              Asset Sale & Plan of Dissolution

On February 9, 2005, Cygnus filed its definitive Proxy Statement
on Schedule 14A with the Securities and Exchange Commission
seeking stockholder approval for the asset sale and for a Plan of
Complete Liquidation and Dissolution.  The Special Meeting of
Stockholders will be held on March 23, 2005.

Stockholders of Cygnus are urged to read the proxy statement and
any other relevant documents filed with the SEC because they
contain important information.  Investors and security holders can
obtain free copies of the proxy statement and other relevant
documents by contacting Cygnus, Inc., 400 Penobscot Drive, Redwood
City, CA 94063-4719.  Documents filed with the SEC by Cygnus are
available free of charge at the SEC's web site at
http://www.sec.gov/

The Company anticipates that the asset sale to Animas, if approved
by the Company's stockholders, will close in the first quarter of
2005.  Additionally, Cygnus must vacate its Redwood City,
California, facility on or before March 31, 2005, pursuant to the
Lease Termination Agreement with its landlord, executed on
December 16, 2004.  Thereafter, it is anticipated that only two
employees will remain.  The Company has rented office space in San
Francisco, California, and plans to pursue the Company's
arbitration matter against Ortho-McNeil Pharmaceutical Inc., a
Johnson & Johnson company, and to wind down the Company.

As of December 31, 2004, Cygnus' cash and cash equivalents totaled
$10.3 million.  Also as of December 31, 2004, Cygnus had total
liabilities of $12.7 million, of which $5.7 million were current
liabilities.  These balances included amounts due to Sanofi-
Aventis pursuant to the Company's remaining arbitration obligation
of $11.5 million, of which $4.5 million is due March 31, 2005.
Under the Company's renegotiated arbitration obligation with
Sanofi- Aventis entered into on January 27, 2005, the Company owes
Sanofi-Aventis $4.5 million on March 31, 2005, rather than
February 28, 2005; and $5.5 million at the time of the closing of
its asset sale to Animas, for a total of $10.0 million.  In the
event, however, that the Company has not paid this $5.5 million
prior to February 28, 2006, then Cygnus will owe $4.0 million at
that time to Sanofi-Aventis and $3.0 million on February 28, 2007,
for a total of $11.5 million.

                            Form 10-K

The Company's Form 10-K for the year ended December 31, 2004 was
filed with the SEC on March 16, 2005.  The report of the Company's
independent registered public accounting firm, which is part of
the Company's Form 10-K, raised going concern doubts due to the
Company's significant losses from operations, negative operating
cash flows and has a $7,000 net capital deficiency at Dec. 31,
2004.

                       Bankruptcy Warning

"If the asset sale to Animas is not completed, whether due to the
failure of stockholders to approve the transaction or to the
failure to satisfy closing conditions, we would likely file for,
or be forced to resort to, bankruptcy protection and it is
unlikely that there would be funds available for a distribution to
stockholders," the Company said in its regulatory filing.  "These
conditions raise substantial doubt about our ability to continue
as a going concern."

                        About the Company

Cygnus -- http://www.cygn.com/-- has developed, manufactured and
commercialized new and improved glucose-monitoring devices.  The
three generations of Cygnus' GlucoWatch(R) Biographers are the
only products approved by the FDA that provide frequent, automatic
and non-invasive measurement of glucose levels.  The Biographer is
not intended to replace the common "finger-stick" or alternative
site testing methods, but is indicated as an adjunctive device to
supplement blood glucose testing to provide more complete, ongoing
information about glucose levels.

At Dec. 31, 2004, Cygnus' balance sheet showed a $7,000
stockholders' deficit, compared to $6,822,000 of positive equity
at Dec. 31, 2003.


DELOREAN MOTOR: Founder, John DeLorean, Dies at Age 80
------------------------------------------------------
John DeLorean, the founder of The DeLorean Motor Co., died of a
stroke this past weekend in New Jersey.  He was 80 years old.  Mr.
DeLorean was a former General Motors executive, and frequently
critical of the company.  His attempts to build a better
automobile won him recognition in the movie "Back to the Future"
and in auto magazines, but the financial pressures led to criminal
charges against him personally -- of which he was acquitted -- and
his company's collapse.

The DeLorean Motor Co. bankruptcy case, originally filed as a
Chapter 11 case in October, 1982, and converted to Chapter 7 in
December, 1983.  "This case was a no-asset case when it
converted," David W. Allard, the trustee of 17 years recalled when
the case was closed in 2000.  "Hundreds of lawsuit recoveries over
the years, including one very large jury verdict in New York in
1998, created a sizable estate for distribution."  Mr. Allard is
with the Detroit law firm of Allard & Fish, P.C., and, in 2000,
was president-elect of the National Association of Bankruptcy
Trustees.

Attorneys estimated in 1983 that creditors would receive less
than 5 cents on the dollar, yet the unsecured creditors received
an interim distribution of 9% in 1990 and ultimately received
checks for 90% of the remaining balance.

The complex and often contentious international case was
presided over by Judge Ray Reynolds Graves, United States
Bankruptcy Court in Detroit, Mich.  Mr. Allard was represented by
Deborah Fish, Esq., at Allard & Fish, in Detroit, Mich., Sheldon
Toll, Esq., Robert Weiss, Esq., and Judy Calton, Esq., of Honigman
Miller Schwartz and Cohn, Detroit, Mich., Whitney Gerard, Esq.,
and Zachary Shimer, Esq., at Chadbourne & Park in New York, and
Michael Hess, Esq., the lead trial lawyer in the New York case,
who left Chadbourne & Parke after concluding the trial to become
Mayor Giuliani's City Corporation Counsel.  The firm of Jay Alix &
Associates led by Jay Alix and Rob Rock, Southfield, Mich., New
York, N.Y., Chicago, Ill., served as Mr. Allard's accountant.


EDISON MISSION: S&P Lifts Mission Energy's Bond Rating to CCC+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Edison Mission Energy and its wholly owned subsidiary,
Edison Mission Marketing and Trading, to 'B+' from 'B', and
removed the ratings from CreditWatch with positive implications
where they were placed on Aug. 2, 2004.  At the same time,
Standard & Poor's raised its ratings on Mission Energy Holding
Co's $800 million senior secured notes to 'CCC+' from 'CCC'.  The
outlook is stable.

"The rating action follows the completion of the sale of the
majority of EME's international portfolio of assets for total
proceeds of about $2.9 billion and the reduction of about
$1.2 billion in debt," said Standard & Poor's credit analyst
Arleen Spangler.  "With the completion of the asset sales, EME has
decreased its financial leverage and avoided a liquidity crisis,"
she continued.  The improvement in the rating anticipates that EME
will use the majority of the remainder of the proceeds from the
asset sales to repay debt as it matures.  The asset sales and
large cash balance allow EME to effectively alleviate all of its
refinancing risk through 2011.  This assumes that projects
continue to provide cash flow as expected and the cash balance is
used to repay debt as it matures.  Absent this cash balance, EME
would be exposed to significant refinancing risk beginning in
2008.

The stable outlook reflects Standard & Poor's expectation that the
financial position of EME and its major subsidiaries has improved
and stabilized.  Standard & Poor's does not expect wholesale
markets to improve until closer to the end of the decade, so it
did not incorporate a rebound in wholesale margins in the rating.
Although it is Standard & Poor's view that EME's financial risk
has stabilized, any significant, sustained reduction in cash flow
from operations from adverse business conditions may cause
Standard & Poor's to lower the rating.  The current rating also
anticipates that the cash proceeds from the international asset
sales will be used to reduce debt as it matures.  An outcome that
would require EME to refinance this debt as it matures would be
viewed negatively by Standard & Poor's.  If wholesale markets
improve dramatically and EME successfully pays down a significant
amount of debt, then ratings could improve.


EDISON MISSION: S&P Lifts Rating on Senior Unsecured Bonds to B+
----------------------------------------------------------------
Standard & Poor's its ratings on Edison Mission Energy Funding
Corp.'s senior unsecured bonds to 'B+' from 'B', and removed the
ratings from CreditWatch with positive implications where they
were placed on Aug. 2, 2004.  The outlook is stable.

"The rating action follows a similar rating action taken
on independent power producer Edison Mission Energy
(EME; B+/Stable/--), the 100% owner of four guarantors in this
project transaction," noted Standard & Poor's credit analyst
Arleen Spangler.  "EME's rating was raised to reflect the
completion of the sale of the majority of EME's international
portfolio of assets for total proceeds of about $2.9 billion and
the reduction of about $1.2 billion in debt," she continued.  With
the completion of the asset sales, EME has decreased its financial
leverage and avoided a liquidity crisis.  The improvement in the
rating anticipates that EME will use the majority of the remaining
proceeds from the asset sales to repay debt as it matures.  The
asset sales and large cash balance allow EME to effectively
alleviate all of its refinancing risk through 2011.  This assumes
that projects continue to provide cash flow as expected and the
cash balance is used to repay debt as it matures.  Absent this
cash balance, EME would be exposed to significant refinancing risk
beginning in 2008.

The stable outlook reflects the outlook on EME.  While EME Funding
Corp. continues to exhibit financial strength due to highly
predictable and stable revenues from steam sales and the power
supply contracts, its credit is tied to that of its parent, EME,
which may have an incentive to act to harm the subsidiary should
it experience credit deterioration or in an insolvency event.


FIRST UNION: Moody's Junks Three Certificate Classes
----------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
affirmed the ratings of seven classes and downgraded the ratings
of three classes of First Union-Lehman Brothers-Bank of America
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C2 as follows:

   -- Class A-1, $70,329,449, Fixed, affirmed at Aaa
   -- Class A-2, $1,693,794,000, Fixed, affirmed at Aaa
   -- Class IO, Notional, affirmed at Aaa
   -- Class B, $170,403,000, Fixed affirmed at Aaa
   -- Class C, $170,402,000, Fixed, upgraded to Aaa from A1
   -- Class D, $204,483,000, Fixed, upgraded to A1 from Baa1
   -- Class E, $68,161,000, Fixed, upgraded to A3 from Baa2
   -- Class F, $51,121,000, Fixed, upgraded to Baa2 from Ba1
   -- Class G, $102,241,582, Fixed, affirmed at Ba2
   -- Class H, $17,040,241, Fixed, affirmed at Ba3
   -- Class J, $34,080,482, Fixed, affirmed at B1
   -- Class K, $51,120,723, Fixed, downgraded to Caa1 from B3
   -- Class L, $34,080,482, Fixed, downgraded to Caa2 from Caa1
   -- Class M, $14,237,559, Fixed, downgraded to C from Ca

As of the February 18, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 21.3%
to $2.7 billion from $3.4 billion at securitization.

The Certificates are collateralized by 587 loans secured by
commercial and multifamily properties.  The pool consists of a
conduit component representing 77.5% of the pool, a large loan
component representing 15.5% of the pool and a credit tenant lease
component representing 7.0% of the pool.

The loans range in size from less than 1.0% to 4.9% of the pool,
with the ten loans representing 23.2% of the outstanding pool
balance.  Fifty-two loans, representing 7.5% of the pool, have
defeased and have been replaced with U.S. Government securities.
Twenty-two loans have been liquidated from the trust, resulting in
realized losses of approximately $36.9 million.

Twelve loans, representing 4.1% of the pool, are in special
servicing.  The largest loan in special servicing is the First
Union Loan, the largest conduit loan, which is discussed below.
Moody's has estimated aggregate losses of approximately $5.6
million for all of the specially serviced loans.

Moody's was provided with year-end 2003 operating results for
100.0% of the performing loans and partial year 2004 operating
results for 88.0% of the performing loans.  Moody's weighted
average loan to value ratio for the conduit component is 82.5%
compared to 86.7% at Moody's last full review in July 2003 and
compared to 89.8% at securitization.

The upgrade of Classes C, D, E and F is due to increased
subordination levels and stable overall pool performance.  The
downgrade of Classes K, L, and M is due to realized and expected
losses from specially serviced loans, LTV dispersion and interest
shortfalls.

Based on Moody's analysis, 19.8% of the conduit pool has a LTV
greater than 100.0%, compared to 22.1% at last review and compared
to 12.7% at securitization.  Due to trust expenses and appraisal
reductions, Classes K, L and M have accrued but unpaid interest
shortfalls amounting to approximately $2.7 million as of the most
recent distribution date.  In addition, unrated Class N has
interest shortfalls of approximately $2.0 million.

The large loan component consists of four shadow rated loans.  The
largest shadow rated loan is the Broadmoor Austin Loan ($130.9
million - 4.9%), which is secured by a seven-building, 1.1 million
square foot office complex located in Austin, Texas.  The property
is leased to IBM Corporation (Moody's senior unsecured rating A1)
under a triple net lease that expires in March of 2011; however,
IBM has the option to give back 30.0% of the premises in March of
2006.  The loan has amortized 15.0% since securitization.  The
loan is currently shadow rated Baa2, the same as at
securitization.

The second largest shadow rated loan is the IBM Corporate Office
Complex Loan ($122.3 million - 4.6%), which is secured by a five-
building 1.1 million square foot office complex located in Somers,
New York.  The property is leased to IBM under a triple net lease
that is coterminous with the loan maturity date of October 2013.
The loan has amortized 31.4% since securitization.  The loan is
shadow rated A1, the same as at securitization.

The third largest shadow rated loan is the Fox Valley Mall Loan
($85.5 million - 3.2%), which is secured by a 1.4 million square
foot regional shopping center located in Aurora (Chicago),
Illinois.  The mall is anchored by Marshall Field's, Sears, Carson
Pirie Scott and J.C. Penney.  All of the anchors own their
respective stores.  The property's performance has been stable
since securitization.  Mall shop occupancy and per square foot
mall sales for 2004 were 77.0% and $334 respectively, compared
85.0% and $277 at securitization.  Moody's shadow rating is Baa3,
compared to Ba1 at securitization.

The fourth largest loan in the pool is the Hawthorne Center Loan
($77.9 million - 2.9%), which is secured by a 1.2 million square
foot regional shopping center located in Vernon Hills (Chicago),
Illinois.  The mall is anchored by Marshall Field's, Sears, Carson
Pirie Scott and J.C. Penney.  All of the anchors own their
respective stores.

Mall shop occupancy and per square foot mall sales for 2004 were
93.0% and $362 respectively, compared 86.0% and $295 at
securitization.  Moody's shadow rating is A3, compared to Baa3 at
securitization.

The top three conduit loans represent 5.4% pool.  The largest
conduit loan is the First Union Plaza Loan ($60.7 million - 2.3%),
which is secured by a 615,000 square foot Class A office building
located in Atlanta, Georgia.

The property is 92.0% occupied, compared to 95.6% at
securitization. Major tenants include Sutherland, Asbill and
Brennan, LP (33.0% NRA; lease expiration April 2015) and Heery
International (15.2% NRA; lease expiration September 2007).

The loan was transferred to special servicing in September 2003
due to the borrower's failure to obtain the servicer's approval
for a major lease.  The loan is current and borrower discussions
are ongoing.  Moody's LTV is 83.3%, compared to 85.5% at last
review and compared to 90.0% at securitization.

The second largest conduit loan is the Oakwood Village Loan ($59.1
million - 2.2%), which is secured by a 1,224-unit apartment
complex located in Morris County, New Jersey.  The property's
performance has been stable since securitization.  The property is
95.0% occupied, compared to 97.7% at securitization.  Moody's LTV
is 76.5%, compared to 77.1% at last review and compared to 91.0%
at securitization.

The third largest conduit loan is the Phillips Place Loan (23.3
million - 0.9%), which is secured by a 130,000 square foot retail
center located in Charlotte, North Carolina.

Major tenants include Phillips Place Cinemas (23.0% GLA; lease
expiration November 2016) and Restoration Hardware (7.0% GLA;
lease expiration September 2012).  The property is 94.1% occupied,
compared to 89.7% at securitization.  Moody's LTV is 76.1%,
compared to 87.0% at last review and compared to 97.4% at
securitization.

The CTL component includes 71 loans secured by properties leased
under bondable leases. The largest exposures are Brinker
International ($59.0 million; Moody's senior unsecured rating
Baa2), CVS ($38.6 million; Moody's senior unsecured rating A3) and
Walgreen Co. ($25.3 million; Moody's long term issuer rating Aa3).
The weighted average shadow rating for the CTL component is Baa3,
compared to Baa2 at securitization.

The pool collateral is a mix of:

      * retail (28.0%),
      * multifamily (26.9%),
      * office (20.1%),
      * U.S. Government securities (7.5%),
      * CTL (7.0%),
      * hotel (4.7%),
      * industrial and self storage (3.8%),
      * healthcare (1.6%), and
      * mixed use (0.4%).

The collateral properties are located in 41 states and the
District of Columbia.  The highest state concentrations are:

      * California (11.7%),
      * Texas (10.3%),
      * Illinois (8.8%),
      * New York (8.3%), and
      * Florida (7.1%).

All of the loans are fixed rate.


FLOWSERVE CORP: Gets Lenders' Okay to Call & Prepay 12.25% Notes
----------------------------------------------------------------
Flowserve Corp. (NYSE:FLS) obtained consents from its major
lenders that enhance the company's flexibility under its credit
agreements.

Among other things, these consents amend certain lending covenants
to permit the possible issuance by the company of new subordinated
or senior unsecured debt to call and prepay its outstanding 12.25%
Senior Subordinated Notes, which are first callable in Aug. 2005.
These consents also extend until Sept. 30, 2005, the company's
covenant requirement for delivering to lenders its 2004 audited
financial statements.

The company previously announced that it repaid about $210 million
of debt in 2004 and more than $600 million over the past three
years.

"We are pleased with the support and confidence our lenders have
shown us in granting these consents," said Flowserve Chief
Financial Officer Mark A. Blinn.  "These provide us with
considerable flexibility as we continue our work to finalize our
2004 financial statements, strengthen our financial controls and
further improve our capital structure."

These consents will be more fully described in Form 8-K reports
that the company plans to file with the Securities and Exchange
Commission.

                        About the Company

Flowserve Corp. is one of the world's leading providers of fluid
motion and control products and services.  Operating in 56
countries, the company produces engineered and industrial pumps,
seals and valves as well as a range of related flow management
services.

                         *     *     *

As reported in the Troubled Company Reporter on Feb 11, 2005,
Moody's Investors Service has affirmed the ratings of Flowserve
Corp., following its recent announcement regarding the restatement
of its financial results, divestiture of non-core operations, its
2004 debt reduction amount, and the pending departure of its CEO.
Moody's said the Company's rating outlook remains stable.

The ratings affirmed are:

   * Senior implied rating of Ba3,

   * Issuer rating of B1,

   * Ba3 for the $300 million senior secured revolving credit
     facility, due 2006,

   * Ba3 for approximately $203 million of senior secured term
     loan A, due 2006,

   * Ba3 for approximately $465 million of senior secured term
     loan C, due 2009,

   * B2 for approximately $268.5 million of senior subordinated
     notes, due 2010.

These numbers reflect the last reported financial statements of
Flowserve as of the first quarter of 2004 and do not reflect
subsequent reported debt reduction by the company in its
press releases.


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.:

     -- $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/


GADZOOKS INC: Forever 21 Subsidiary Consummates Asset Acquisition
-----------------------------------------------------------------
Gadzooks 21, Inc., a wholly owned subsidiary of Forever 21, Inc.,
consummated the previously announced acquisition of assets from
Gadzooks, Inc. (Pink Sheets:GADZQ).  In this transaction, Gadzooks
21 purchased substantially all of Gadzooks' operating assets,
including its inventory and 150 of Gadzooks' retail stores located
in 36 states.  The sale of Gadzooks' assets was subject to a
competitive auction and the approval of the Bankruptcy Court for
the Northern District of Texas.

Don Chang, CEO and Founder of Forever 21, said, "We are happy and
excited to welcome the Gadzooks brand into the Forever 21 family.
We look forward to expanding upon Gadzooks' tradition of offering
its style conscious customers quality merchandise at affordable
prices by combining it with our own merchandising expertise."

                         About Forever 21

Forever 21, Inc., is a national specialty retailer of apparel and
accessories for fashion-oriented women, now operating over 200
retail stores in 28 states.  Forever 21, Inc., was founded in Los
Angeles, California in 1984 and has grown consistently over the
last 21 years achieving sales of $640 million in 2004.

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer
selling casual clothing, accessories and shoes for 16-22 year old
females.  The Company now operates 243 stores in 40 states.  The
Company filed for chapter 11 protection on February 3, 2004
(Bankr. N.D. Tex. Case No. 04-31486). Charles R. Gibbs, Esq., and
Keith Miles Aurzada, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$84,570,641 in total assets and $42,519,551 in total debts.


GLOBE METALLURGICAL: Creditor Trustee Wants Case Closure Delayed
----------------------------------------------------------------
Morton C. Batt, the Creditor Trustee of the Globe Metallurgical
Inc. Creditor Trust, asks the U.S. Bankruptcy Court for Southern
District of New York to keep Globe Metallurgical Inc.'s bankruptcy
case open.  The Creditor Trust was established pursuant to the
terms of Globe's confirmed Second Amended Plan of Reorganization.

As previously reported in Friday's Troubled Company Reporter, the
Debtor asked the Court to formally close its chapter 11 case after
having made final distributions under its confirmed Plan and
having filed a final report.  The Debtor acknowledges that there
are adversary cases pending in Court but doesn't think it will
affect the parties if Judge Cornelius Blackshear closes the
chapter 11 proceeding.

Mr. Batt discloses that 35 avoidance actions are pending in Court
and anticipates he'll file 71 more.  He says that prematurely
closing the case will cut off his rights to pursue the avoidance
actions.

Mr. Batt says that despite Globe's assurance that all matters have
been resolved, three members of the Official Committee of
Unsecured Creditors aren't paid yet.  Mr. Batt asks the Court that
the final decree closing the case should be entered only after he
has commenced all avoidance actions and all fees are paid.

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 more than $100
million.


HOMER CITY: S&P Affirms BB Ratings on $830M Bonds After Review
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' ratings on
Homer City Funding LLC's $300 million secured lease obligation
bonds or SLOBs due 2019 and $530 million SLOBs due 2026, and
removed the ratings from CreditWatch where they were placed with
positive implications on Aug. 2, 2004.  The outlook is stable.
Homer City Funding LLC, an indirect, wholly owned subsidiary of
Edison Mission Energy (EME; B+/Stable/--), is the funding vehicle
for the Homer City plant, a 1,884 MW, coal-fired generation plant
in Pennsylvania.

"The rating action follows a rating action taken on EME, the 100%
indirect owner of Homer City," noted Standard & Poor's credit
analyst Arleen Spangler.  "While EME's ratings were raised to 'B+'
from 'B', Homer City's ratings were affirmed at 'BB'," she
continued.

The stable outlook reflects both the stand-alone outlook on Homer
City that continues to operate well given high natural gas prices,
and the stable outlook on EME, its complete owner.  There is
little chance for an upgrade until Standard & Poor's is
comfortable that Homer City has the ability to lock in strong
gross margins on a longer-term basis, and has the ability to fund
major capital improvement for environmental upgrades if necessary
under a low natural gas price scenario.  An upgrade would also
require an improvement in EME's credit rating.  A downgrade could
occur if spark spreads reduce substantially and Homer City is
unable to make necessary capital improvements. Homer City's rating
is linked to EME's rating, so a downgrade in EME's ratings could
lead to a downgrade in Homer City's rating.


INSURANCE AUTO: S&P Junks Proposed $150 Million Senior Sub. Notes
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Westchester, Illinois-based Insurance Auto
Auctions Inc.

At the same time, Standard & Poor's assigned its 'B' senior
secured rating and '2' recovery rating to the company's proposed
$165 million credit facility, indicating the likelihood that
lenders will realize substantial (80%-100%) recovery of principal
in the event of a payment default, with recovery expected to fall
at the lower end of the range.  It also assigned a 'CCC+' rating
to IAAI's proposed $150 million senior subordinated notes due
2012.

"The ratings reflect IAAI's narrow scope of operations and modest
size, notwithstanding its No. 2 market position within its niche,
combined with a highly leveraged capital structure and thin cash
flow protection," said Standard & Poor's credit analyst Martin
King.

IAAI operates 78 salvage vehicle auction facilities in 32 states,
serving 60 of the top 75 metropolitan markets.

Pro forma for the transactions, IAAI, which operates salvage
vehicle auctions, will have total debt of about $365 million,
including the present value of operating leases.  The rating
outlook is stable.

"The stable outlook reflects the expectation that IAAI will
continue to improve earnings and cash flow and that debt leverage
will decline modestly," Mr. King said.  "Upside potential is
limited by the narrow scope of operations and an aggressive growth
appetite.  Downside risk is limited by relatively stable demand
and positive, albeit modest, free cash flow."

Proceeds from the subordinated notes, combined with $115 million
of borrowings under the credit facility and $144 million of
sponsor equity, will be used to purchase IAAI and refinance its
existing debt.  The company is being acquired by Kelso & Co., a
private investment firm, for 11x 2004 EBITDA.  The initial
borrowers of the notes and bank credit facility will be
subsidiaries of Kelso, and IAAI will assume the obligations upon
completion of the planned acquisition.


INTEGRATED HEALTH: Distribution Sent to Class 6 Cash-Out Claimants
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter,
Dec. 16, 2004, Judge Walrath authorized IHS Liquidating, LLC, to
make a $20,000,000 initial distribution to the holders of Allowed
Class 4 and Class 6 claims.

On March 2, 2005, Poorman-Douglas Corporation, the court-appointed
claims agent in the Chapter 11 cases of Integrated Health
Services, Inc., and its debtor-affiliates, sent letters to holders
of Class 6 General Unsecured Claims that have made or are deemed
to have made the Class 6 Cash-Out Election.

The letter enclosed a payment to the holder equal to 3% of that
holder's General Unsecured Claim subject to the Class 6 Cash-Out
Election.  The distribution represents full and complete
satisfaction of the General Unsecured Claim for which the Class 6
Cash-Out Election was made or deemed to have made.

Poorman-Douglas advises that a separate distribution will be made
at a later date to claims in another class as well as General
Unsecured Claims not eligible for the Class 6 Cash-Out Election.

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)


INTERCELL INT'L: Files for Chapter 11 Protection in Colorado
------------------------------------------------------------
Intercell International Corporation (NASDAQ OTC:IICP) filed for
protection under Chapter 11 of the U.S. Bankruptcy Code with the
U.S. Bankruptcy Court for the District of Colorado.  It intends to
submit a Plan of Reorganization to allow it to continue future
operations.

A spokesperson for Intercell said that the Company undertook this
action in response to a decision made by a judge in the Denver
County Small Claims Court relating to wage claims made by former
employees of Brunetti DEC, LLC, which is a wholly owned subsidiary
of the Company.  Brunetti filed for Chapter 7 liquidation under
the U.S. Bankruptcy Code on March 1, 2005.  The decision could
potentially allow creditors of Brunetti to assert their claims
against the Company.

Headquartered in Denver, Colorado, Intercell International
Corporation -- http://www.intercell.com/-- is a technology
holding company that provides capital, guidance, and strategic
support to small private technology companies.  The Company filed
for chapter 11 protection on March 16, 2005 (Bankr. D. Co. Case
No. 05-15181).  Michael A. Littman, Esq., in Arvada, Colorado,
represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from its creditors, it listed
$180,898 in total assets and $400,800 in total debts.


INTERCELL INT'L: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Intercell International Corporation
        370 17th Street, Suite 3640
        Denver, Colorado 80202

Bankruptcy Case No.: 05-15181
Type of Business: A technology holding company that provides
                  capital, guidance, and strategic support to
                  small private technology companies.

Chapter 11 Petition Date: March 16, 2005

Court: District of Colorado

Judge: A. Bruce Campbell

Debtor's Counsel: Michael A. Littman, Esq.
                  7609 Ralston Road
                  Arvada, Colorado 80002
                  Tel: (303) 422-8127

Total Assets: $180,898

Total Debts:  $400,800

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------

   JP Morgan Chase Bank        Lease                $101,852
   32nd Floor
   370 17th Street
   Denver, CO 80202

   Kristi Kampmann             Salary               $45,000
   370 17th Street,
   Suite 3640
   Denver, CO 80202

   NanoPierce Technologies     Loan                 $35,000
   370 17th Street,
   Suite 3640
   Denver, CO 80202

   Particle Interconnect                            $32,658
   4180 Center Park Drive
   Colorado Springs, CO 80916

   Allen Bcall                 Compensation Claim   $25,034
   12105 Applewood Cl
   Broomfield, CO 80020

   The Summit Group, Inc.      Office Lease of      $21,548
   3333 S. Wadsworth Blvd.     Brunetti DEC LLC,
   Suite C-105                 a subsidiary
   Lakewood, CO 80227

   Hi County Wire &            Utility Services of  $17,417
   Telephone LTD               Brunetti DEC LLC,
   PO Box 1226                 a subsidiary
   Arvada, CO 80001

   Struges & Houston, P.C.     Legal Services of    $16,307
   PO Box 36210                Brunetti DEC LLC,
   Albuquerque, NM 87176       a subsidiary

   Kaiser Permanente           Insurance for        $14,678
   Dept 57                     Employees of
   Denver, CO 80281            Brunetti DEC LLC,
                               a subsidiary

   Advanced Security           Services to          $13,602
   Technologies, Inc.          Brunetti DEC LLC,
   1158 S. Lipan Street        a subsidiary
   Denver, CO 80223

   The St. Paul Companies      Bond payments of     $12,500
   2 N. Charles Street #320    Brunetti DEC LLC,
   Baltimore MD 21201          a subsidiary

   Gelfond Hockstadt &         Auditing/            $12,625
   Pangburn                    accounting
   1670 Broadway,              services
   Suite 3000
   Denver, CO 80202

   Dell                        Services of          $11,341
   PO Box 920                  Brunetti DEC LLC,
   Des Moines, IA 50368        a subsidiary

   Bradley, Allen & Assoc.     Accounting services  $11,155
   225 Union Blvd, Ste. 450    for Brunetti DEC
   Lakewood, CO 80228          LLC, a subsidiary

   US Bank Advantage Line      Company line of      $10,578
   PO Box 790179               credit of
   St. Louis, MO 63179         Brunetti DEC LLC,
                               a subsidiary

   Joseph DePetro              Wages from            $9,635
   1895 E. Mt. LAurel Cir.     Brunetti DEC LLC,
   Highlands Ranch, Co 80126   a subsidiary

   Charles Brunetti            Employment claims     $8,789
   877 F. 17th Ave., Unit 3A   (judgement) and
   Denver, CO 80218            reimbursement
                               Claim

   Kris Jackson                Wages from            $8,286
   21306 E. 40th Place         Brunetti DEC LLC,
   Denver, CO 80249            a subsidiary

   James Stine                 Wages from            $6,999
   701 F. 130th Court          Brunetti DEC LLC,
   Thornton, CO 80241          a subsidiary

   Timothy Stewart             Wages due from        $6,464
   11845 Snowshoe Drive        Brunetti DEC LLC,
   Parker, CO 80138            a subsidiary


INTERNATIONAL COAL: Names Ben Hatfield President & CEO
------------------------------------------------------
International Coal Group appointed Ben Hatfield, 48, as President
and Chief Executive Officer.  Mr. Hatfield has most recently
served as President, Eastern Operations of Arch Coal, Inc.  Prior
to joining Arch, Mr. Hatfield was Executive Vice President of El
Paso Energy's Coastal Coal Company.  That assignment was preceded
by a lengthy career with Massey Energy Company where he last
served as Executive Vice President and Chief Operating Officer.
At ICG, Mr. Hatfield succeeds George Desko who served as Interim
CEO since October 1, 2004 but has resigned to pursue other
interests.

Wilbur L. Ross, Chairman of ICG, said, "We are delighted that a
coal executive of Ben's stature has agreed to lead the Company as
it aggressively develops its existing reserves and seeks to
acquire complementary properties.  We are grateful to George Desko
for his excellent jump-starting of formerly bankrupt mines."  Mr.
Hatfield added, "I am excited by the opportunity to grow
International Coal Group into a major company with such
significant financial and strategic sponsorship.  The Company is
positioned to do well in this climate of strong industry
fundamentals."

International Coal Group was formed on October 1, 2004 by an
investor group led by WL Ross & Co. LLC to acquire the principal
assets of bankrupt Horizon Natural Resources.  ICG owns and
operates surface and underground coal mining operations with
substantial reserve bases strategically located in Kentucky, West
Virginia and Illinois.

Mr. Hatfield is a mining engineer graduate of Virginia Tech.  He
lives with his wife, Debbie, and daughters Ashley Kay and Lauren,
in Charleston, West Virginia.

                        About the Company

International Coal Group, based in Ashland, Kentucky, is engaged
in the mining and marketing of steam coal.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 29, 2004,
Standard & Poor's Rating Services assigned its 'B-' corporate
credit rating to International Coal Group LLC.

At the same time, Standard & Poor's assigned its 'B-' rating and
recovery rating of '3' to International Coal's proposed
$285 million senior secured bank credit facility.  The outlook is
stable.  The bank loan rating is the same as the corporate credit
rating; this and the '3' recovery rating indicate a meaningful
recovery (50% to 80%) of principal in the event of a default on
the company's senior secured revolving credit facility.

"The ratings on ICG reflect its relatively small size; its high-
cost profile and significant exposure to the difficult operating
environment of Central Appalachia," said Standard & Poor's credit
analyst Paul Vastola.  They also reflect heavy capital spending
needs to address aging mining equipment; fairly aggressive debt
leverage factoring debt-like obligations; and
uncertainties/concerns pertaining to the condition of its mines
due to underspending by its predecessors during two bankruptcies.
Ratings also reflect ICG's high-quality coal, nominal
postretirement liabilities, and currently favorable conditions in
the domestic coal industry.


IRVING TANNING: Files for Chapter 11 Protection in Maine
--------------------------------------------------------
Irving Tanning Company, in Hartland, Maine, filed for Chapter 11
bankruptcy protection last week, after Bank North cut off access
to the company's working capital facility.  Irving Tanning
manufactures and sells leather goods.

This is Irving Tanning's second chapter 11 filing.  The company
emerged from a previous chapter 11 proceeding filed in 2001.

Headquartered in Hartland, Maine, Irving Tanning Company, --
http://www.irvingtanning.com/-- is a leading supplier of leather
to global footwear, handbag and personal leather goods industries.
The Company filed for chapter 11 protection on March 17, 2005
(Bankr. D. Maine Case No. 05-10423).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $22 million and total
debts of $15 million.


IRVING TANNING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Irving Tanning Company
        Nine Main Street
        Hartland, Maine 04943

Bankruptcy Case No.: 05-10423

Type of Business: The Debtor a leading supplier of leather to
                  global footwear, handbag and personal leather
                  goods industries.
                  See http://www.irvingtanning.com/

Chapter 11 Petition Date: March 17, 2005

Court: District of Maine (Bangor)

Judge: Louis H. Kornreich

Debtor's Counsel: Michael A. Fagone, Esq.
                  Bernstein, Shur, Sawyer & Nelson
                  P.O. Box 9729
                  Portland, ME 04104
                  Tel: 207-774-1200

Financial Condition as of February 26, 2005

      Total Assets: $22,000,000

      Total Debts:  $15,000,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Town of Hartland              $73,303 - Note            $823,875
c/o Peggy Morgan              Payable
P.O. Box 280                  $750,572 - Bonds
Hartland, ME 04943            Payable through 2017
                              Maine Municipal Bond
                              Bank

Tyson Fresh Meats, Inc.       Trade debt                $773,800
c/o Fred Locke
a/d/b IBP, Inc.
800 Stevens Port Drive
Ste. 832
Dakota Dunes, SD 57044

Central Maine Power Company   Utilities               `  $83,528
c/o Dottie Belanger
83 Edison Drive
Augusta, ME 04332

Sprague Energy Corp.          Trade debt                 $64,009

Hartland Pollution Control    Trade debt                 $38,759

Univar USA, Inc.              Trade debt                 $34,186

B.A.S.F. Corp.                Trade debt                 $32,932

Chemtan Co. Inc.              Trade debt                 $25,776

Stahl Finishing               Trade debt                 $23,971

Cooms Electric                Trade debt                 $22,751

TEL USA Canada Inc.           Trade debt                 $20,075

Keystone                      Trade debt                 $16,940

Embassy Freight Systems       Trade debt                 $16,245

Butler Brothers               Trade debt                 $15,236

Tannin Corporation            Trade debt                 $14,832

Leather Tech GMBH             Trade debt                 $10,607

M.K. & Sons Express, Inc.     Trade debt                  $6,779

Sam Hprp Chemicals, Inc.      Trade debt                  $6,757

Chemco Mfg. Co., Inc.                                     $6,705

Palo Air Cargo                Trade debt                  $6,647


JP MORGAN: Fitch Affirms BB Rating on $16.3 Million Class G Certs.
------------------------------------------------------------------
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 Certs.
-----------------------------------------------------------------
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.


KMART: Sears Shareholders Have Until Thursday to Vote on Merger
---------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) and Sears, Roebuck and
Co. (NYSE: S) confirmed that the deadline for Sears shareholders
of record to make merger consideration elections in connection
with the proposed merger of Kmart and Sears is 5:00 p.m., Eastern
Time, on March 24, 2005.  Sears shareholders who hold their shares
in "street name," through the Sears associate stock purchase plan,
or in certain Sears retirement plans may have an election deadline
earlier than March 24, 2005.  Such shareholders should carefully
review any materials they received from their broker or the
relevant plan trustee or administrator to determine the election
deadline applicable to them.

Sears shareholders of record wishing to make an election regarding
the consideration they would like to receive for their Sears
shares must deliver to EquiServe Trust Company, N.A., the exchange
agent, properly completed Election Forms, together with their
stock certificates or properly completed notices of guaranteed
delivery, by 5:00 p.m., Eastern Time, on Thursday, March 24, 2005,
the election deadline.

Sears shareholders may elect cash, shares of common stock of Sears
Holdings Corporation, the new holding company created to
facilitate the merger of Kmart and Sears, or a combination of the
two for their Sears shares.  All elections are subject to the
proration procedures provided in the merger agreement designed to
ensure that in the aggregate 55 percent of Sears shares will be
converted into the right to receive 0.5 of a share of Sears
Holdings common stock per share and 45 percent of Sears shares
will be converted into the right to receive a cash consideration
of $50.00 per share, without interest, upon the merger's
completion.  As a result, a Sears shareholder may not receive the
exact form of consideration elected, and the ability of a Sears
shareholder to receive the form of consideration elected will
depend on the elections made by other Sears shareholders.

All of the documents necessary to make merger consideration
elections were previously mailed to Sears shareholders of record
as of January 26, 2005.  Sears shareholders may obtain additional
copies of the election documents by contacting D.F. King & Co.,
Inc. at (800) 549-6650.

A more complete description of the merger consideration and the
adjustment and proration mechanisms applicable to elections is
contained in the election materials mailed to Sears shareholders
and the joint proxy statement/prospectus dated February 18, 2005,
both of which Sears shareholders are urged to read carefully and
in their entirety.

Kmart and Sears expect to publicly announce the preliminary
proration calculation on Monday, March 28, 2005.  The final
election results, including the consideration to be received by
Sears shareholders who elect cash and who elect stock, will be
announced as soon as practicable thereafter.  The proposed merger
remains subject to the satisfaction of closing conditions,
including Kmart and Sears shareholder approval.  As previously
announced, a meeting date of March 24, 2005, has been established
for meetings of Kmart and Sears shareholders to vote on the merger
agreement.

Sears and Kmart shareholders are also reminded that holders of
record of Sears common stock and Kmart common stock, respectively,
as of the close of business on January 26, 2005 are entitled to
vote on the proposed merger and may vote by telephone, the
Internet or by mail, as explained in detail in the joint proxy
statement/prospectus dated February 18, 2005.

                 About Sears Holdings Corporation

Created to facilitate the merger of Kmart and Sears, Roebuck
announced on Nov. 17, 2004, and subject to the receipt of
shareholder approvals and the satisfaction or waiver of other
conditions, upon close of the merger, Sears Holdings Corporation
is expected to be the nation's third largest broadline retailer,
with approximately $55 billion in annual revenues, and with
approximately 3,800 full-line and specialty retail stores in the
United States and Canada.  Sears Holdings is expected to be the
leading home appliance retailer as well as a leader in tools, lawn
and garden, home electronics and automotive repair and
maintenance.  Key proprietary brands are expected to include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It is
also expected to have Martha Stewart Everyday products, which are
now offered exclusively in the U.S. by Kmart and in Canada by
Sears Canada.

                   About Sears, Roebuck and Co.

Sears, Roebuck and Co. is a leading broadline retailer providing
merchandise and related services.  With revenues in 2004 of $36.1
billion, Sears offers its wide range of home merchandise, apparel
and automotive products and services through more than 2,400
Sears-branded and affiliated stores in the U.S. and Canada, which
includes approximately 870 full-line and 1,100 specialty stores in
the U.S. Sears also offers a variety of merchandise and services
through sears.com, landsend.com, and specialty catalogs.  Sears is
the only retailer where consumers can find each of the Kenmore,
Craftsman, DieHard and Lands' End brands together -- among the
most trusted and preferred brands in the U.S.  The company is the
largest provider of product repair services with more than 14
million service calls made annually.  For more information, visit
Sears' website at http://www.sears.com/

                  About Kmart Holding Corporation

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 HOLDING: Enters into Separation Agreement with Harold Lueken
------------------------------------------------------------------
On January 26, 2005, Kmart Management Corporation and Kmart
Holding Corporation entered into a separation agreement with
Harold W. Lueken, Senior Vice President, General Counsel and
Secretary of Kmart.  Under the terms of the Agreement, Mr.
Lueken's employment terminated on January 31, 2005, and he
continues to receive certain benefits through January 31, 2006.
Pursuant to the Agreement and subject to Kmart's and Mr. Lueken's
execution of a mutual release, Mr. Lueken will receive a lump sum
payment in lieu of any amounts owed to him under Kmart's Long Term
Incentive Plan.  He will also receive his base salary for one year
commencing on the effective date of the Agreement, subject to
certain reductions, and will be eligible for his 2004 annual
bonus. In addition, certain shares of restricted stock of Kmart
Holding Corporation previously granted to Mr. Lueken will vest and
become free of transfer restrictions and the remaining unvested
shares of restricted stock will be forfeited on the effective date
of the Agreement.

Pursuant to the Separation Agreement, dated as of January 26,
2005, Kmart Holding Corporation and Harold W. Lueken agree that
the Company will pay Mr. Lueken, in lieu of any outstanding Long
Term Incentive Awards, $750,000 in a cash lump sum.

Mr. Lueken will also be eligible for his annual bonus for the
fiscal year beginning January 29, 2004.  The amount of the 2004
Annual Bonus will be determined based on Kmart's adjusted EBITDA
for the fiscal year beginning January 29, 2004, as compared to a
target amount of $730 million.  In no event will Mr. Lueken's
bonus payment exceed 100% of his target bonus.

Mr. Lueken holds restricted shares of Holding Corp. that were
granted to him pursuant to a Restricted Stock Agreement, effective
as of September 3, 2003.  The Restricted Stock has previously
vested and become free of transfer restrictions with respect to
5,703 shares.  As of the Effective Date, the Restricted Stock will
vest and become free of transfer restrictions with respect to an
additional 5,703 shares.  The remainder of the Restricted Stock
will be forfeited as of the Effective Date.

From the Effective Date through the first anniversary of the
Separation Agreement, Mr. Lueken will be provided with continued
welfare benefits.

A full-text copy of the parties' Separation Agreement is available
free of charge at:


http://www.sec.gov/Archives/edgar/data/1229206/000095012405001369/k91800exv10w35.txt

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


LIBERTY MEDIA: S&P Pares Ratings on Five Bond-Backed Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
corporate bond-backed certificates issued by PreferredPLUS Trust
Series LMG-1, PreferredPLUS Trust Series LMG-2, PPLUS Trust Series
LMG-3, and Corporate Backed Trust Certificates Liberty Media
Debenture Backed Series 2001-32 Trust.  At the same time, the
ratings are removed from CreditWatch negative, where they were
placed Feb. 8, 2005.

The rating actions and CreditWatch removals reflect the lowered
ratings on the underlying securities, the $133.575 million 8.25%
senior debentures due Feb. 1, 2030, the $31 million 8.50% senior
unsecured notes due July 15, 2029, the $30.55 million 8.25% senior
debentures due Feb. 1, 2030, and the $128 million 8.25% senior
debentures issued by Liberty Media Corp., and their removal from
CreditWatch negative, where they were placed Jan. 21, 2005.

The $125.875 million 8.75% PreferredPLUS Trust Series LMG-1 issue
is a swap-independent synthetic transaction that is weak-linked to
the underlying collateral, the $133.575 million 8.25% senior
debentures issued by Liberty Media Corp.  The $31 million 8.50%
PreferredPLUS Trust Series LMG-2 issue is a swap-independent
synthetic transaction that is weak-linked to the underlying
collateral, the $31 million 8.50% senior unsecured notes issued by
Liberty Media Corp.  The $30.55 million 8.25% PPLUS Trust Series
LMG-3 is a swap-independent synthetic transaction that is weak-
linked to the underlying collateral, the $30.55 million 8.25%
senior debentures issued by Liberty Media Corp.  The $25 million
Corporate Backed Trust Certificates Liberty Media Debenture Backed
Series 2001-32 Trust issue is a swap-independent synthetic
security that is weak-linked to the underlying collateral, the
$128 million 8.25% senior debentures issued by Liberty Media Corp.

A copy of the Liberty Media Corp.-related research update, dated
March 15, 2005, can be found on RatingsDirect at
http://www.ratingsdirect.com/,Standard & Poor's Web-based credit
analysis system.

     Ratings Lowered and Removed From Creditwatch Negative

                 PreferredPLUS Trust Series LMG-1
     $125.875 million 8.75% corporate bond-backed certificates

                              Rating
                 Class      To         From
                 -----      --         ----
                 Certs.     BB+       BBB-/Watch Neg


                PreferredPLUS Trust Series LMG-2
      $31 million 8.50% corporate bond-backed certificates

                              Rating
                 Class      To         From
                 -----      --         ----
                 Certs.     BB+       BBB-/Watch Neg


                   PPLUS Trust Series LMG-3
     $30.55 million 8.25% corporate bond-backed certificates

                              Rating
                 Class      To         From
                 -----      --         ----
                 A         BB+      BBB-/Watch Neg
                 B         BB+      BBB-/Watch Neg


             Corporate Backed Trust Certificates
      Liberty Media Debenture Backed Series 2001-32 Trust

     $25 million corporate bond-backed certificates

                              Rating
                 Class      To         From
                 -----      --         ----
                 A-1        BB+        BBB-/Watch Neg


LODGENET ENT: Moody's Ups Ratings on $225M Sr. Sec. Debts to Ba1
----------------------------------------------------------------
Moody's Investors Service revised the outlook for LodgeNet
Entertainment Corporation to stable from negative and raised the
rating on the senior secured bank debt to Ba3 from B1. The stable
outlook and ratings affirmation reflects:

   (1) a year over year decline in leverage, achieved partially
       through the company's application of equity proceeds to
       debt reduction;

   (2) anticipated continuation of improved operating trends;

   (3) ability to manage performance through a weak economic
       environment; and

   (4) expectations for continued modest positive free cash flow.

Ratings are:

   * $75 Million Senior Secured Revolver due 2008 -- to Ba3 from
     B1

   * $150 Million (approximately $110 million outstanding) Senior
     Secured Term Loan due 2008 -- to Ba3 from B1

   * $200 Million 9.5% Senior Subordinated Notes due 2013 -- B3
     (affirmed)

   * Senior Implied Rating -- B1 (affirmed)

   * Senior Unsecured Issuer Rating -- B2 (affirmed)

The outlook is stable.

The B1 senior implied continues to reflect the company's extensive
required capital investment and long payback period; significant
exposure to the lodging industry's inherent seasonality,
cyclicality, and volatility; and moderately high financial
leverage of 3.4 times, which Moody's anticipates will continue to
decline modestly to the approximately 3 times range by year end
2005.

While absolute leverage is not excessive, the aforementioned
substantial capital expenditure requirements and exposure to the
lodging industry, as well as its relatively small size,
necessitate a high degree of financial flexibility for LodgeNet.
Furthermore, LodgeNet's business model remains highly sensitive to
both hotel occupancy levels and the quality of Hollywood product,
neither of which management can control.

The company has achieved some success in diversifying its per-room
revenue with alternative entertainment, including high-speed
Internet access, music, and television on demand offerings, but
movies continue to comprise the bulk of revenue, and less
compelling movie inventory negatively impacts performance.

The ratings also, however, incorporate the benefits associated
with LodgeNet's large installed room base (over one million rooms
served) and the consequent advantages of scale; exclusivity and
high renewal rates of contracts with an average 6.5 year tenor;
and modest growth potential and cost savings from the increasing
portion of digital rooms (52% as of year end 2004).

To date, LodgeNet has been successful at gaining market share, and
the capital intensive nature of the business creates meaningful
barriers to entry from additional competitors.  Additionally,
LodgeNet increasingly benefits from the geographical diversity of
its over one million rooms; this considerable base creates cost
savings and somewhat insulates LodgeNet from region specific
events that negatively impact the lodging industry.  Finally,
while LodgeNet's proposed ventures into the health care market
remain unproven, Moody's views this initiative as a low risk means
of potentially expanding its customer base.

Operational improvements, evidence of ability to manage through
the business cycle and the commensurate transition to modest
positive free cash flow, as well as the equity-supported de-
leveraging, warrant the change in outlook to stable.  LodgeNet has
achieved consistent EBITDA growth since 2000 and modest positive
free cash flow in 2004 despite the weak macroeconomic environment,
demonstrating the ability and discipline to withstand negative
industry conditions through a reduction in expansionary capital
expenditures.

Continued free cash flow growth and application of proceeds to
debt reduction would drive the ratings upward. Deteriorating
financial performance likely due to factors outside of
management's control could drive a negative change in outlook,
potentially due to increased competition from portable media (i.e.
iPods, hand held game players, and the like) or a worsening travel
and/or economic environment.

LodgeNet's business demands heavy upfront investment at the onset
of a contract and a continual need to upgrade equipment, resulting
in high capital expenditures, and free cash flow of approximately
$6 million in 2004 remains modest in the context of over $300
million of debt.  High capital expenditures contribute to weak
coverage of fixed charges, illustrated by EBITDA less capital
expenditures of 1.1 times interest expense.

However, increased financial flexibility following application of
equity proceeds to debt reduction and EBITDA growth support the
ratings, and improved pricing on the term loan will lead to annual
interest expense savings of an estimated $3 million.  Moody's
anticipates LodgeNet will remain in compliance with covenants on
its bank facilities and retain access to its entire $75 million
revolving credit facility, further boosting liquidity.

LodgeNet's increased equity base created additional junior capital
which supports the upgrade for the senior secured ratings to Ba3,
now one notch above the B1 senior implied.  Bank debt currently
represents about 35% of drawn debt (almost 50% of debt capacity,
given full availability under the $75 million revolver) and
benefits from the cushion provided by the $200 million of senior
subordinated notes, the recently increased equity, and security in
assets, including what Moody's continues to believe represent good
value associated with its existing contracts.  The B3 rating and
the two notch gap from the senior implied on the 9.5% senior
subordinated notes reflect the contractual and effective
subordination to the company's existing and future senior secured
bank debt.

LodgeNet provides interactive television and broadband solutions
to hotels, including resorts and casino hotels, throughout the
United States and Canada, as well as select international markets.
The company maintains its headquarters in Sioux Falls, South
Dakota.


MAXXAM INC: Annual Report Contains Bankruptcy Warning
-----------------------------------------------------
MAXXAM Inc. (AMEX:MXM) filed its annual report on Form 10-K with
the Securities and Exchange Commission, this week.   The audited
Consolidated Financial Statements and other sections of the Form
10-K discuss how the cash flows of its subsidiaries, The Pacific
Lumber Company -- Palco -- and Scotia Pacific Company LLC --
Scotia LLC, have been adversely affected by the failure of the
California North Coast Regional Water Quality Control Board to
release for harvest a number of timber harvesting plans which have
already been approved by the other government agencies which
review Palco's THPs.

                   Default & Bankruptcy Warning

Palco is currently in default under its credit agreement, and
management estimates that, without the prompt release of a
substantial portion of these THPs and necessary amendments to such
credit agreement, its cash flows from operations, together with
funds under the credit agreement, will not provide sufficient
liquidity to fund its current level of operations.  Scotia LLC
estimates that, without the prompt release of a substantial
portion of these THPs, its cash flows from operations, together
with funds available under its credit agreement, will be
inadequate to pay the entire amount of interest due on the July
20, 2005, payment date for the Scotia LLC Timber Notes, which
would constitute an event of default under the indenture governing
the Timber Notes.  In the event of a Scotia LLC default or a Palco
liquidity shortfall, Palco and Scotia LLC may be required to take
extraordinary actions:

   -- reducing expenditures by laying off employees and shutting
      down various operations;

   -- seeking other sources of liquidity, such as from asset
      sales; and

   -- seeking protection by filing under the U. S. Bankruptcy
      Code.

                     Going Concern Doubt

Deloitte & Touche LLP's audit report on MAXXAM's Consolidated
Financial Statements for the year ended December 31, 2004,
contains an explanatory paragraph concerning these matters, which
states that the cash flows of MAXXAM Inc.'s wholly owned
subsidiary, Palco and its wholly owned subsidiary, Scotia LLC,
have been adversely affected by delays in obtaining regulatory
approvals to harvest timber, and that the difficulties these
subsidiaries are experiencing in meeting their loan agreement
covenants and paying the interest on the Timber Notes raise
substantial doubts about Palco's and Scotia LLC's ability to
continue as going concerns.  Further, Deloitte's audit report
states that the difficulties of these subsidiaries raise
substantial doubt about the ability of MAXXAM Inc. and
subsidiaries to realize their timber related assets and discharge
their timber related liabilities in the normal course of business
and continue as a going concern.

As previously announced in prior earnings statements, MAXXAM may
from time to time purchase shares of its common stock on national
exchanges or in privately negotiated transactions.

                     Fourth Quarter Results

MAXXAM reported a net loss of $0.8 million for the fourth quarter
of 2004, compared to net income of $13.3 million for the fourth
quarter of 2003.  Net sales for the fourth quarter of 2004 totaled
$104.6 million, compared to $93.8 million for the same period of
2003.

For 2004, MAXXAM reported a net loss of $46.6 million, or $7.79
per share, compared to a net loss of $11.6 million, or $1.79 per
share, for 2003.  Net sales for 2004 were $347.5 million compared
to $336.6 million for 2003.

MAXXAM reported operating income of $13.3 million for the fourth
quarter and $14.3 million for 2004, compared to operating income
of $27.3 million and $41.4 million for the comparable periods of
2003.

                   Forest Products Operations

The forest products segment's net sales for the fourth quarter of
2004 increased slightly compared to the same period of a year ago
as a result of an increase in net sales of logs and chips for the
fourth quarter as compared to the same period of 2003.  Although
lumber shipments increased overall, the mix shifted away from
upper grades to lower-priced common grades resulting in a decline
in revenues from lumber sales.

The forest products segment's operating income decreased for the
fourth quarter of 2004 versus the same period of 2003.  Results
for the fourth quarter of 2003 include a $16.8 million gain on the
sale of timberlands.  In addition, gross margins on sales of
lumber for the 2004 fourth quarter decreased due to higher per
unit production costs, largely driven by the need to increase
purchases of logs from third parties as a result of lower
harvests.

                     Real Estate Operations

Net sales for the real estate segment increased for the 2004
fourth quarter versus the same period of 2003.  An increase in
sales of acreage at Palmas del Mar, residential and commercial
lots at Fountain Hills and residential lots at Mirada contributed
to the higher net sales.  Operating results improved largely due
to the increase in sales.

                        Racing Operations

Net sales and operating results for the racing segment declined
slightly for the 2004 fourth quarter versus the same period of the
prior year.  Average daily attendance at Sam Houston Race Park and
handle from host simulcasting declined in the fourth quarter of
2004 versus the same period of 2003, and this negatively impacted
pari-mutuel commissions.  The decline in operating results was due
to lower net sales and higher operating expenses.

                      Corporate Operations

The corporate segment's operating loss for the fourth quarter of
2004 increased principally due to a $6.1 million charge related to
stock-based compensation expense, which is adjusted as the market
value of the Company's common stock changes.

                        About the Company

MAXXAM Inc. (AMEX:MXM) is engaged in a wide range of businesses
from aluminum and timber products to real estate and horse racing.
The Company's timber subsidiary, Pacific Lumber, owns about
205,000 acres of old-growth redwood and Douglas fir timberlands in
Humboldt County, California.  MAXXAM's real estate interests
include commercial and residential properties in Arizona,
California, and Texas, and Puerto Rico.  The company also owns the
Sam Houston Race Park, a horseracing track near Houston.


MCI INC: Qwest Merger May Lead to Liquidity Crisis, Report Says
---------------------------------------------------------------
According to a report released by The Eastern Management Group,
the increased premium offered by Qwest for MCI along with its
outstanding obligations may lead to a liquidity crisis if the
merger between the two companies goes through.  Furthermore, the
report suggests that current estimates of corporate synergies are
significantly overestimated resulting in even greater risks of
economic problems down the road.

The report, entitled "Critical Implications of the Proposed Qwest-
MCI Merger: A Financial Analysis," is available on the company's
Web site, located at http://www.easternmanagement.com/

"We foresee a liquidity crisis at Qwest-MCI based on the premium
paid to MCI shareholders, lingering MCI bankruptcy issues, costs
to unlock synergies, and hundreds of millions in unconditional
purchase obligations for unnecessary capacity in Qwest's long
distance business," said Paul Robinson, vice president of The
Eastern Management Group.  "In order to sell the deal to the
industry, regulators, and shareholders, Qwest has overestimated
synergies between itself and its competitor MCI and underestimated
integration costs to make the deal look rosier than it really is."

Both Qwest and Verizon are currently in talks to acquire MCI
Communications, the Ashburn, VA-based company, formerly known as
WorldCom.  The Eastern Management Group, a management-consulting
firm with over 400 clients in the telecommunications industry,
believes the industry, the economy, and the public interest would
be better served by a merger of Verizon Communications and MCI.

Robert A. Saunders, the firm's research director, states, "Despite
the increase in the share price offer to MCI shareholders, The
Eastern Management Group continues to maintain that Verizon's size
and industry position grant substantially more stability to
stakeholders.  Furthermore, we believe that capex trends and
realizable commitments favor a Verizon-MCI merger rather than
Qwest alternative."

The Eastern Management Group recently completed a detailed study
of MCI's potential acquisition and its impact on the
telecommunications industry entitled "Critical Implications of the
Proposed Qwest-MCI Merger: An Industry White Paper," also
available on the company's Web site.  This follow-on study goes
into greater depth on the financials of Qwest's tertiary offer to
MCI including analyses of opex and capex synergies, purchase
obligations, and Qwest's long distance business and debt ratios.

"Our research shows that management historically overestimates
synergies, while underestimating integration costs when selling
the acquisition to shareholders, regulators, and Wall Street.  We
have drawn the same conclusions in the Qwest-MCI estimates, which
have been discounted by Wall Street," said Dr. Robinson.  "We
believe the new offer is a last ditch effort which is intended to
sow further division between those shareholders who favor long-
term goals and those who invested for quick profits."

The Eastern Management Group is one of the oldest and largest
management-consulting firms focused exclusively on the
communications industry.  For more than a quarter century, The
Eastern Management Group has served over 400 communications
industry clients worldwide, including every major carrier,
manufacturer and software company.  The Eastern Management Group
has offices in the U.S. and Japan.

                        About the Company

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

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

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.

                          *     *     *

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

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

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

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


MCI INC: Qwest's Offer is Desperate, Verizon CEO Says
-----------------------------------------------------
In a letter to MCI, Inc., dated March 16, 2005, Ivan Seidenberg,
Verizon Communications, Inc.'s Chief Executive Officer, asserted
that the Qwest deal is perilous for MCI for four reasons:

    1. Qwest's revenue was down and operating losses were up year
       over year, while cash provided by operating activities
       continued to decline.

    2. Qwest finished the year with $17.3 billion of debt, more
       than twice the market value of the company's stock.  All of
       Qwest's debt is rated at "junk" levels by the major rating
       agencies.

    3. Qwest has no organic wireless capability, instead relying
       upon a resale arrangement with another carrier that
       effectively limits Qwest's ability to market the wireless
       voice and data services that are increasingly in demand by
       large business customers.  In addition, Qwest has no
       directory-publishing business, a money-losing long-distance
       carrier, and a core local telephone business declining in
       line with industry trends-and no offsetting growth
       businesses.

    4. Given its extraordinarily high leverage, substantial
       contingent liabilities and likely dim stand-alone growth
       prospects, we would expect Qwest's share price to remain
       volatile.

"No wonder there appears to be a desperate quality to Qwest's
efforts to acquire MCI -- explaining in the future the failure to
have delivered on exaggerated promises of synergies is
understandably preferable to the stark reality of its current
stand-alone financial prospect," Mr. Seidenberg adds.

A full-text copy of Mr. Seidenberg's March 16 letter is available
for free at the Securities and Exchange Commission:

   http://www.sec.gov/Archives/edgar/data/723527/000119312505051961/d425.htm

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

                         *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


METACHEM PRODUCTS: Court Formally Closes Bankruptcy Case
--------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware entered a final decree closing the chapter 11
case of Metachem Products, LLC.

The Bankruptcy Court confirmed Metachem's Plan of Reorganization
on Dec. 27, 2002.  Judge Walrath closed the case after the
Reorganized Debtor reported that all of its obligations under the
Plan have been satisfied and a final report has been filed as
required by Local Rule 5009-1(c).  No disputes and unresolved
claims are pending before the Court.

Headquartered in New Castle, Delaware, Metachem Products, LLC,
filed for chapter 11 protection on May 10, 2002 (Bankr. D. Del.
Case No. 02-11375).  Mark D. Collins, Esq., Rebecca L. Booth,
Esq., at Richards, Layton & Finger represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it estimated $50 million in assets and estimated
$100 million in debts.


MIDWEST GENERATION: S&P Lifts Credit Rating to B+ After Review
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Midwest Generation LLC to 'B+' from 'B', and removed
the ratings from CreditWatch with positive implications where they
were placed on Aug. 2, 2004.  Midwest Gen is indirectly wholly
owned by Edison Mission Energy (EME; B+/Stable/--) and
relies on payments from EME promissory notes to meet its debt
service obligations.  The outlook is stable.

At the same time, Standard & Poor's raised its rating on Midwest
Gen's $700 million first-lien term loan due 2011 and $200 million
first-lien working-capital facility due 2009 to 'BB-' from 'B+'
and affirmed its '1' recovery rating.  The '1' recovery rating
indicates that lenders can expect full recovery of principal in an
event of default.  Standard & Poor's also raised its rating on
Midwest Gen's pass-through certificates of $333.5 million due 2009
and $813.5 million due 2016, each of which are guaranteed by EME
to 'B+' from 'B'.

In addition, Standard & Poor's also raised its rating on Midwest
Finance Corp's $1 billion in second-lien notes due 2034 to 'B'
from 'B-' and affirmed its '3' recovery rating.  Midwest Finance
is an issuing entity for the notes whose repayment obligations are
guaranteed by its parent, Midwest Gen.  The '3' recovery rating
indicates that lenders can expect meaningful recovery of
principal (50% to 75%) in an event of default.

"The stable outlook reflects the outlook on EME, because of
Midwest Gen's reliance on EME for certain interest payments under
an intercompany note," said Standard & Poor's credit analyst
Arleen Spangler.  "There is little chance for an upgrade until
Standard & Poor's is comfortable that Midwest Gen has the ability
to lock in strong gross margins on a longer-term basis, or reduces
debt such that there is adequate coverage under a low natural gas
price scenario, and refinancing risk eases," she continued. An
upgrade would also require an improvement in EME's credit rating.
A downgrade could occur if Midwest Gen is unsuccessful in
attracting any longer-term contracts and spark spreads in the
Midwest are unfavorable.  Midwest Gen's rating is also tied to
EME's rating, so a downgrade in EME's ratings would lead to a
downgrade in Midwest Gen's rating.


MIIX GROUP: Creditors Must File Proofs of Claim by April 25
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
set April 25, 2005, at 4:00 p.m. as the deadline for all creditors
owed money by MIIX Group, Inc., on account of claims arising prior
to Dec. 20, 2004, to file their proofs of claim.  A separate
deadline for governmental units holding claims is set on
June 19, 2005, at 4:00 p.m.

Creditors must file written proofs of claim on or before the
April 25 General Bar Date or June 19 Governmental Bar Date and
those forms must be delivered to:

              The MIIX Group, Inc.
              c/o Delaware Claims Agency LLC
              Claims Department
              P.O. Box 515
              Wilmington, Delaware 19899

                        -- or --

              Delaware Claims Agency LLC
              c/o Parcels, Inc.
              Attn: The MIXX Group, Inc.
              Claims Department
              4 East 7th Street
              Wilmington, Delaware 19899

Headquartered in Lawrenceville, New Jersey, The MIIX Group, Inc.,
provides management services to medical malpractice insurance
companies.  The Company along with its debtor-affiliate filed for
chapter 11 protection on Dec. 20, 2004 (Bankr. D. Del. Case No.
04-13588).  Andrew J. Flame, Esq., at Drinker Biddle & Reath LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets between $10 million and $50 million and debts between
$10 million and $50 million.


MIRANT CORPORATION: Valuation Hearing Starts on April 11
--------------------------------------------------------
One of the fundamental questions in Mirant Corporation and its
affiliate-debtors' Chapter 11 cases is how much the Debtors'
business is worth.  The answer will determine, among other things,
whether the Debtors' unsecured creditors get paid in full and
whether the equity holders receive any recovery under the Debtors'
Plan or Reorganization.

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
points out recent developments that underscore the importance of
a valuation to the reorganization process:

   (1) On November 23, 2004, the Official Committee of Equity
       Holders of Mirant Corp. filed two actions asking the Court
       to authorize the Debtors to hold a shareholders' meeting
       for the purpose of electing a new slate of directors; and

   (2) On January 19, 2005, the Debtors filed their proposed plan
       of reorganization and related disclosure statement.

The Debtors' value bears heavily on both matters.  If the old
equity is out of the money, there is no reason to hold a
shareholders' meeting.  "[I]t would be a pointless exercise that
would serve only as a distraction and a waste of limited judicial
and estate resources," Mr. Phelan says.  Similarly, the Plan
process necessitates a determination of whether or not unsecured
creditors will get a full recovery and whether old equity is
entitled to any recovery at all.  Obviously, the determinations
are likely to materially impact the parties' negotiating
positions as the process moves toward Plan confirmation.

The Debtors, with the agreement and support of the Official
Committee of Unsecured Creditors of Mirant Corp., the Official
Committee of Unsecured Creditors of Mirant Americas Generation
LLC, and the Equity Committee believe that it would be
advantageous to obtain a determination from the Court regarding
the Debtors' value prior to the approval of a disclosure
statement explaining the Plan and in lieu of proceeding at this
time with the litigation of the Equity Committee Actions.

At the Debtors' behest, the Court orders that:

   (a) April 11, 12, and 13, 2005, are fixed as the dates for the
       Valuation Hearing; and

   (b) these dates, deadlines, and limitations apply to the
       Valuation Hearing:

       * Conference under Rule 26(f) of the Federal Rules of
         Bankruptcy Procedure: The parties will confer at a
         mutually convenient time to consider the valuation issue
         and the basis of their proposed values and the
         possibilities for a prompt settlement or resolution of
         the Valuation Proceeding.

       * Initial Disclosures: The disclosures required by Rule
         26(a)(1) of the Federal Rules of Civil Procedure, as
         incorporated by Rule 7026 of the Federal Rules of
         Bankruptcy Procedure, need not be made by any of the
         parties.

       * Discovery Cut-Off: By April 1, 2005, the Valuation
         Parties will complete all discovery, including
         depositions.

       * The discovery taken in the Valuation Proceeding will be
         conducted in accordance with the Federal Rules of Civil
         Procedure, as adopted by the Federal Rules of Bankruptcy
         Procedure.

                          *     *     *

Parties that have notified the Court of their intention to
participate in the Valuation Proceedings are:

   -- Mirant Corporation,

   -- Official Committee of Unsecured Creditors of Mirant Corp.,

   -- Official Committee of Unsecured Creditors of Mirant
      Americas Generation, LLC,

   -- Ad Hoc Committee of Bondholders of MAGi,

   -- Law Debenture Trust Company of New York as Indenture
      Trustee and Property Trustee,

   -- the MirMA Landlords,

   -- California Power Exchange Corporation,

   -- Potomac Electric Power Company, and

   -- Deutsche Bank AG.

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


MUTUAL OIL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mutual Oil Company, Inc.
        1609 Old New Castle Road
        Fultondale, Alabama 35068

Bankruptcy Case No.: 05-02551-TOM11

Chapter 11 Petition Date: March 15, 2005

Court: Northern District of Alabama

Judge: Tamara O. Mitchell

Debtor's Counsel: Robert L. Shields III, Esq.
                  The Shields Law Firm
                  2025 Third Avenue North Suite 301
                  Birmingham, AL 35203
                  Tel: (205) 323-0010

Total Assets: $1,000,001 up to $10 Million

Total Debts: $1,000,001 up to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------

   SN Servicing Corporation   Equipment,            $1,595,245
   323 Fifth Avenue           Inventory,            (900,000
   P.O. Box 35                Modernizing            secured)
   Eureka, CA 95502

   Hunt Refining Co.                                  $425,928
   P.O. Box 11407
   Drawer 611
   Birmingham, AL 35246-0611

   Chevron Products                                    $53,848
   P.O. Box 102020
   Atlanta, GA 30368

   Allied Energy Corp.                                 $46,193
   Drawer# AL0156
   P.O. Box 830769
   Birmingham, AL 35283-0769

   Ralph's Truck Repair                                $20,891
   9212 Hwy 155
   Montevallo, AL 35115

   Federated Insurance                                  $7,008
   P.O. Box 467500
   Atlanta, GA 31146

   Bains and Bains Rental                               $5,400
   93 Azalia Trail
   Oneonta, AL 35121

   The Moltan Company                                   $5,363
   P.O. Box 1000
   Memphis, TN 38148

   Veterans Oil Company                                 $3,851
   2070 Hwy 150
   Bessemer, AL 35022

   National City Petroleum                              $2,580
   P.O. Box 691355
   Cincinnati, OH 45269-1355

   Amjad Sultan                                         $2,542
   1412 Berry Road
   Birmingham, AL 35226

   Metro Service & Equipment                            $2,457
   P.O. Box 1305
   Fultondale, AL 35068

   Buckner Barrels                                      $2,159
   P.O. Box 889
   Springville, AL 35146

   Southtrust Bank                                      $1,732
   Commercial Lease
   P.O. Box 830803
   Birmingham, AL 35283

   Lease Capital                                        $1,574
   270 Doug Baker Blvd.
   Suite 700-204
   Birmingham, AL 35242

   Bill Lykens & Sons                                   $1,354
   1500 4th Avenue South
   Birmingham, AL 35233

   Bill Renfrow                                         $1,216
   P.O. Box 830803
   Birmingham, AL 35283

   Colonial Bank                                          $929
   P.O. Box 10088
   Birmingham, AL 35202

   The Dungan Company                                     $897
   3302 Old Saw Mill Road
   Moody, AL 35004

   Rodney Netherton                                       $725
   1644 County Hwy 38
   Horton, AL 35980


NAVARRE CORP: S&P Puts B+ Rating on Planned $125M Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to New Hope, Minnesota-based Navarre Corp.  The
outlook is negative.

At the same time, Standard & Poor's assigned its 'B+' rating to
the company's proposed $125 million senior unsecured notes due
2012.  The 'B+' senior unsecured debt rating is one notch below
the corporate credit rating, reflecting a material amount of
senior secured debt in the capital structure.  Proceeds from the
notes are expected to be used largely to finance Navarre's
proposed acquisition of FUNimation Productions Ltd.

"The ratings reflect Navarre's position as a niche distributor and
publisher of home entertainment and software products to domestic
retail customers, modest historical earnings, and potentially
volatile revenues and earnings from acquired entertainment
content," said Standard & Poor's credit analyst Martha Toll-Reed.
"These factors are partially mitigated by Navarre's improved pro
forma profitability and moderately leveraged financial profile."

Founded in 1983, Navarre's revenues and EBITDA for the 12 months
ended Dec. 31, 2004 were $601 million and $23.6 million,
respectively.  The company's historical revenues were derived
predominantly from the distribution of prepackaged PC software and
other media content.  The proposed FUNimation acquisition will add
less than $75 million of revenues, but will approximately double
Navarre's EBITDA base.  FUNimation will represent the third and
largest of a series of strategic acquisitions to expand the
company's revenue stream from licensed rights to home
entertainment content in Navarre's more profitable publishing
segment.  In addition, the company should benefit from its ability
to leverage sales of its licensed content through its distribution
segment infrastructure and retail channel access.  However, sales
of home entertainment products and content are seasonal and can
vary significantly with the popularity of the content.  Navarre
has a limited track record of operating performance at its current
stand-alone profitability levels.  The pro forma last-12-month
EBITDA margin was about 8% as of Dec. 31, 2004.


NEXSTAR BROADCASTING: S&P Rates New $455M Sr. Sec. Loans at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Nexstar Broadcasting Group Inc.'s proposed $455 million senior
secured credit facilities.  A recovery rating of '3' was also
assigned, indicating the expectation of a meaningful recovery of
principal in the event of default or bankruptcy.  At the same
time, Standard & Poor's assigned its 'B-' rating to Nexstar's
proposed $75 million add-on to its existing 7% notes due 2014.
Proceeds from the transactions are expected to be used to
refinance the company's existing bank debt and to call its 12%
senior subordinated notes due 2008.

Standard & Poor's ratings on Nexstar, including its 'B+' long-term
corporate credit rating, were affirmed, but with a revision of
outlook to negative from stable.  Pro forma consolidated debt,
including debt obligations of Mission Broadcasting that are
guaranteed by Nexstar, totaled approximately $650 million at
Dec. 31, 2004.  The effect of the proposed refinancing is to
lower the company's interest expense, which should benefit free
cash flow growth in 2005.

"The outlook revision to negative recognizes that debt to EBITDA,
which is already high for the 'B+' rating level, is likely to
increase in 2005, a nonelection year," said Standard & Poor's
credit analyst Alyse Michaelson Kelly.

The rating on Nexstar continues to reflect high leverage from
aggressive debt-financed acquisition activity, the potential for
additional station purchases that could limit credit profile
improvement, and TV broadcasting's mature revenue growth
prospects.  These factors are only partially offset by the cash
flow diversity provided by the company's major-network-affiliated
TV stations with decent positions in small and midsize markets,
broadcasting's good margin and discretionary cash flow potential,
and station asset values.

Including pending acquisitions and dispositions, Nexstar owns and
operates 46 TV stations that reach 7.4% of U.S. TV households in
27 small and midsize markets.  Included in the company's portfolio
are stations affiliated with the three major broadcast networks.
The NBC- and CBS-affiliated stations contribute a majority of
total broadcast cash flow.  No market accounts for more than
15% of total broadcast cash flow, which helps mitigate the impact
of regional economic volatility on advertising demand.

The negative outlook recognizes that leverage is relatively high
for the 'B+' rating level.  There is modest debt capacity at the
current rating to withstand operating shortfalls or acquisitions.
Reducing leverage by using cash flow to lower debt, in both
political and nonpolitical years, will be important in any
consideration of an outlook revision to stable.


NETWORK INSTALLATION: Names Michael Rosenthal as New CFO
--------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) appointed
Michael Rosenthal as its new Chief Financial Officer.

Network Installation CEO Jeffrey Hultman stated, "In my career
I've led two companies through rapid growth during a relatively
short time span.  One of the most critical keys to success during
this period is implementing sound financial controls, planning and
modeling.  With Mike on board, I am supremely confident we have an
individual who can lead this effort." He added, "Historically,
we've achieved significant accomplishments working together and
see no reason why we cannot replicate our past successes with
Network Installation."

Incoming CFO Michael Rosenthal commented, "I am truly excited to
be back working with Jeff and joining the management team at
Network Installation.  I believe we are properly positioned to
exploit the rapid growth of the wireless communication marketplace
and look forward to meeting the challenges ahead."

                     About Michael Rosenthal

From 2003-04 Michael Rosenthal served as CFO for EdgeFocus, Inc.,
a start-up broadband company, which offers high-speed Wi-Fi
Internet access to apartment residents.  The company's apartment
communities are primarily owned by large REITs including AIMCO,
Archstone, and Equity Residential.  During his tenure, the company
was launched from infancy to within several months of reaching
self-sustainable cash flow.

As VP/General Manager and Director of Cellular One, Texas Region
from 1999-2002, Mr. Rosenthal was responsible for all operations
and build-out of 3 adjacent rural/suburban markets in Texas with
over 1M POPs from the Gulf of Mexico to North Texas and into East
and West Texas, including 15 retail stores.  Functions included
sales management, P&L accountability, marketing,
operations/control, staffing, providing direction and feedback to
network engineering, selecting and building retail stores, and
building direct and indirect sales channels.  During 2000 and
2001, the Texas Region produced nearly 200% of plan, which
measures EBITDA, churn, gross ads, ARPU, and COA.  His 2002 EBITDA
budget was over $85 million while managing over 100 employees.

From 1989-1998 Mr. Rosenthal served in several positions including
Executive Director with Primco PCS JV and Airtouch Cellular (both
now Verizon Wireless) where he was responsible for coverage
strategy, affiliate and roaming partner negotiations, capital
allocation strategy, and evaluation of resale.  During his tenure
he successfully negotiated the company's first roaming contracts
and launched dual-mode roaming capability with all major carriers,
e.g., GTE, RBOCs, etc.  PrimeCo had not had any roaming prior to
this roll out.

Mr. Rosenthal received a B.S. in Economics and his M.B.A. in
Finance from Arizona State University and his M.A. in
Telecommunications from George Washington University.  He also
successfully completed the Stanford University Executive Program
in Advanced Management.

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


NEXMED INC: Losses & Deficit Trigger Going Concern Uncertainty
--------------------------------------------------------------
NexMed, Inc., (Nasdaq: NEXM) reported its 2004 financial results.
For the year ended December 31, 2004, the Company recorded revenue
of $359,369 compared to $110,743 for the same period in 2003.  The
2004 revenues were mostly received from research and development
agreements.

For the year ended 2004, the net loss applicable to common stock
was $17,023,648, as compared to $20,351,410 for year ended 2003.
The decrease in net loss applicable to common stock is primarily
attributable to the increase in revenues, the decrease in interest
expense in 2004 and a deemed dividend related to the beneficial
conversion feature of the Company's preferred stock issued in
2003.  As of December 31, 2004, the Company had cash, cash
equivalents, marketable securities and short-term investments of
approximately $9.13 million as compared to $10.98 million at
December 31, 2003.

                       Going Concern Doubt

In its Form 10-K for the year ended Dec. 31, 2004, filed with the
Securities and Exchange Commission, the Company's independent
registered public accounting firm has concluded that there is
substantial doubt about NexMed's ability to continue as a going
concern due to the Company's losses to date, expected losses in
the future, limited capital resources and accumulated deficit.

"These factors may make it more difficult for us to obtain
additional funding to meet our obligations," the Company said in
its regulatory filing.  "Our continuation is dependent upon our
ability to generate or obtain sufficient cash to meet our
obligations on a timely basis and ultimately to attain profitable
operations.  We anticipate that we will continue to incur
significant losses at least until successful commercialization of
one or more of our products, and we may never operate profitably
in the future."

                        About the Company

NexMed, Inc., is an emerging drug developer that is leveraging its
proprietary drug technology to develop a significant pipeline of
innovative pharmaceutical products to address large unmet medical
needs.  Its lead NexACT(R) product under development is the
Alprox-TD(R) cream treatment for erectile dysfunction.  The
Company is also working with various pharmaceutical companies to
explore the incorporation of NexACT(R) into their existing drugs
as a means of developing new patient-friendly transdermal products
and extending patent lifespans and brand equity.


NUTRAQUEST INC: Comm. Hires Montgomery McCracken to Recover Assets
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorizes the Official Committee of Unsecured Creditors appointed
in Nutraquest, Inc.'s chapter 11 cases, to employ Montgomery,
McCracken, Walker & Rhoads LLP as special litigation counsel on a
contingency fee basis to bring derivative claims on behalf of the
Debtor's estate.

Montgomery McCracken will be paid a contingency fee calculated on
the total value of all assets in the Debtor's behalf through an
adversary proceeding or a settlement.

Montgomery McCracken will be compensated as follows:

                                  Time Elapsed Between Filing
      Contingent Fee of          the Initial Complaint and Date
      Estate Recoveries       an Agreement in Principle is Reached
      -----------------       ------------------------------------
            10%                           0 - 120 days
            15%                         121 - 180 days
            20%                         181 - 240 days

Montgomery McCracken will be paid immediately after every cash
recovery.  Montgomery McCracken will get a super-priority claim
against non-cash recoveries after these assets will be liquidated.

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


OWENS CORNING: Garrison Says Asbestos PD Claim is Not Time Barred
-----------------------------------------------------------------
In December 2004, Owens Corning and its debtor-affiliates filed
objections to Garrison Public School District #51's asbestos
property damage claims.  Garrison is a public school district
located in Garrison, North Dakota.  Speights & Runyan is the
counsel for Garrison.

Daniel A. Speights, Esq., at Speights & Runyan, in Hampton, South
Carolina, states that contrary to the Court's earlier suggestion
that dispositive motions should be filed after discovery, the
Debtors included "Initial Objections" to Garrison's Claim Nos.
8783 and 8926, which the Debtors submit, "the Court can and should
resolve as a matter of law based on the undisputed evidence
already available."  The primary basis of the Debtors' Initial
Objections is that Garrison's Claims are time barred.

According to Mr. Speights, the Debtors face a "substantial if not
insurmountable hurdle" to prevail as a matter of law under
prevailing applicable authorities:

    * Tioga Public School #15 of Williams County, State of North
      Dakota v. United States Gypsum Company, 984 F.2d 915 (8th
      Cir. 1993);

    * Montana-Dakota Utilities Co. v. W.R. Grace & Co., 14 F.3d
      1274 (8th Cir. 1994); and

    * Hebron Public School District of Morton County v. United
      States Gypsum Co., 475 N.W.2d.120 (N.D. 1991).

The Bankruptcy Court recognizes the universal rule that the
Debtors have the burden of proof with respect their affirmative
statute of limitations defense.  The North Dakota Supreme Court
has held in In re Hebron Public School that the applicable six-
year statute of limitation does not accrue until the aggrieved
party discovers facts, which constitute the basis of its claim
for relief.

In the case of MDU v. W.R. Grace, Mr. Speights relates that
because a North Dakota building owner may not bring an asbestos
property damage lawsuit until there is contamination, the North
Dakota statute of limitations does not accrue until the building
owner "could have learned, with the exercise of reasonable
diligence, that its building had been contaminated by asbestos."

Furthermore, the District Court instructed the jury, inter alia,
that in order to find that MDU's claim was time barred, it must
only find that MDU knew or with the exercise of reasonable care
should have known that the fireproofing contained asbestos and
might post a health hazard.  The jury ruled in favor of the
asbestos company on the statute of limitations.  Two years later,
however, the Eighth Circuit reversed that ruling.  In a unanimous
opinion authored by Chief Judge Arnold, the Circuit Court found
that under North Dakota law, "[r]egardless of the plaintiff's
knowledge of a potential cause of action, no cause of action
exits until the plaintiff suffers some compensable harm."
Therefore, the Circuit Court recognized that before it can
determine when the statute of limitations began to run on MDU's
Claims, it must first determine when an asbestos plaintiff is
injured and can bring suit.  The Circuit Court cited the case of
Tioga Public School v. United States Gypsum for the proposition
that, "[t}he asserted injury here is not simply an injury to the
[covering] or to the school buildings; rather, the injury is the
contamination of the Tioga school buildings by asbestos and the
consequent health risk to the building's occupants."

Mr. Speights tells the Bankruptcy Court that based on that
analysis, the Circuit Court held that the District Court
committed reversible error in failing to charge the jury that the
proper standard was whether MDU knew or should have known of
asbestos contamination and health risk more than six years before
it brought suit.

The Debtors, as long-time participants in the asbestos
litigation, are not only aware of these holdings, but Fibreboad
itself was a party in Kansas City v. W.R. Grace & Co., et al.,
778 S.W.2d 264 (W.D. Mo. App. 1989), aff'd sub. nom. 855 S.W.2d
360 (Mo. 1993) -- the first case in the United States to hold
that the statute does not run until contamination and health
risk, Mr. Speights points out.

In Kansas City v. W.R. Grace, Fibreboard settled and Kansas City
obtained a jury verdict against one of its co-defendants, Keene
Corporation.  The $8,000,000 actual damage award was affirmed on
appeal.  The Court's treatment of a "bad facts" presented by
Fibreboard and its co-defendants illustrates that the only proper
question in a statute of limitations fight is when the contesting
party can prove the claimant knew of contamination and health
hazard and, even better than MDU, demonstrate the irrelevancy of
the building owner's general knowledge of the hazards of asbestos
or the inevitability of abatement.

Mr. Speights contends that the Debtors simply cannot be heard to
claim that Garrison's statute of limitations accrued more than
six years before the Petition Date when the Debtors claim even
today that there is no evidence that their product contaminated
Garrison's building or presented a health hazard.  "Stated more
succinctly, the Debtors have conceded that the statute of
limitations has not accrued."

In addition, the Debtors manufactured thermal system insulation,
principally Kaylo, which was used extensively on pipes and
boilers in buildings.  At the urging of Owens Corning, whose
counsel, Jesse Hill, was the TSI representative on the
Environmental Protective Agency Committee that developed the
pertinent regulations in 1987, TSI is not classified as a
presently friable material:

      Thermal system insulation that has retained its
      structural integrity and that has an undamaged
      protective jacket or wrap that prevents fiber releases
      shall be treated as non-friable and therefore is
      subject only to periodic surveillance and preventive
      measures as necessary.

As a result of the regulation, which Owens Corning obtained,
contamination and health risk -- the legal prerequisites for a
lawsuit -- do not ordinarily take place with respect to TSI until
the material has lost its structural integrity.

                      Debtors Cannot Prevail

The Debtors cannot prevail at this point on their statute of
limitations argument under the MDU precedent.  Despite the fact
that MDU was a North Dakota case, however, the Debtors have
suggested in their Objections that the North Dakota revival
statute bars Garrison's claims.  The essence of that act is that
any public building owner who commenced an asbestos property
damage action prior to August 7, 1997, would not have to face a
limitations defense.

With respect to the Debtors' choice to proceed against Garrison
before the parties have conducted discovery, Speights & Runyan
who was lead trial counsel in all North Dakota asbestos property
damage cases, believes that it will be able to show that the
revival statute was passed in 1993 at the urging of the State of
North Dakota directly as a result of the District Court's rulings
the previous year in MDU.

Moreover, not only was the District Court's standard difficult
for any building owner, but also it was the State of North Dakota
that prepared the 1980 report that furnished the basis of the
dismissal of MDU's claims.  Under the District Court's standard,
the trial was monopolized by testimony surrounding what the
building owner knew or could have known about asbestos rather
than whether there was a compensable injury.  The year after the
revival statute was enacted, the Eighth Circuit reversed the
District Court ruling and explained the accrual test -- which
largely obviated the need for the revival statute.

Nevertheless, the Debtors now argue that the revival statute --
passed to assist public building owners and the public health --
can be used to eliminate the right of public building owners to
bring lawsuits while allowing private building owners to litigate
the actions for years under the MDU appellate standard.  It is
patently clear, however, that the legislature intended to assist
public building owners, not to discriminate against them.  More
importantly, under Tioga, Garrison had no right to bring a
lawsuit against the Debtors for their "harmless" product before
1997; the Debtors' interpretation would mean that the legislature
intended to bar asbestos property damage lawsuits by public
building owners before they even existed.  Leaving aside the
legal impediments to abolishing an action before it accrues,
there is no evidence that the legislature intended an absurd
result.

The only common sense interpretation of the act is that in
exchange for the revival of the statute of limitations, the State
was told that it had to bring its lawsuit under the revival
statute by August 1, 1997.  The Act specifically provides that,
"[b]y enactment of this statute of limitations, the Legislative
Assembly does not imply that suits would otherwise be barred by
an existing limitations period."  With the reversal of the MDU
and the 1994 Eighth Circuit opinion establishing the statute of
limitations test for asbestos property damage cases in North
Dakota, Garrison need not and does not rely on the revival
statute and could not have done so under the Debtors' view
because it did not have a cause of action to be revived prior to
1997.  Not only is there no evidence that Garrison's claim had
accrued before the bankruptcy, but the Debtors position is that
their products have not caused any harm through the release of
asbestos fibers.  Therefore, Garrison's claims against the
Debtors did not exist before the revival statute was enacted,
much less before the limitations period had expired.

On behalf of Garrison, Speights & Runyan asks the Court to
overrule the Debtors' Objections.

The State of North Dakota, which holds Claim Nos. 8774 and 8922,
and Kindred Public School District, which holds Claim No. 8886,
support Speights & Runyan's contentions.

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)


OXFORD AUTOMOTIVE: Judge Rhodes Confirms Second Amended Plan
------------------------------------------------------------
The Honorable Steven W. Rhodes of the U.S. Bankruptcy Court for
the Eastern District Of Michigan, Detroit Division confirmed the
Second Amended Non-Consolidate Plan of Reorganization filed by
Oxford Automotive, Inc., and its debtor-affiliates.  Judge Rhodes
confirmed the Debtor's Amended Plan on March 9, 2005.

Judge Rhodes approved the adequacy of the Debtors' First Amended
Disclosure Statement on Jan. 18, 2005.

Judge Rhodes concludes that:

   a) the Plan was proposed in good faith pursuant to Section
      1129(a)(3) of the Bankruptcy Code;

   b) the Debtors, the Unsecured Creditors Committee, the
      Noteholders Committee, and their respective directors,
      officers, agents, affiliates, representatives, attorneys and
      advisors participated in the negotiation and preparation of
      the Plan and are therefore entitled to protections under
      Section 1125(c) of the Bankruptcy Code and the exculpation
      provisions in Article XII of the Plan;

   c) the Plan complies with all applicable provisions of the
      Bankruptcy Code, including Sections 1129(a)(1), 1122(a) and
      1123(a);

   d) pursuant to Section 1123(a)(5) of the Bankruptcy Code, the
      Plan provides for adequate and proper means of its
      implementation, including the Debtors' ability to make all
      payments to be made on the Effective Date;

   e) Article VI of the Plan and other provisions of the Plan
      provides adequate means for:

         (i) the Secured Noteholders Distribution and the North
             American Unsecured Distribution and the liquidation
             of the remaining assets of the North American
             Debtors,

        (ii) the cancellation of the Senior Secured Notes and the
             Old OAI Interests and the transfer of the
             Reorganized Entity of the remaining Foreign Stock,

       (iii) the authorization and issuance of New Common Stock
             and the necessary information with respect to the
             corporate governance, directors, and officers of the
             Post-Effective Date Debtors and Reorganized Entity,
             and

       (iv) the authorization for all necessary corporation action
            of the Post-Effective Date Debtors;

   f) Pursuant to Section 1123(a)(7) of the Bankruptcy Code, the
      provisions of the Plan are consistent with the interests of
      creditors and equity security holders; and

   g) the Plan is feasible pursuant to Section 1129(a)(11) of the
      Bankruptcy Code, it complies with all requirements of
      Federal Rule Bankruptcy Procedure 3016 and all objections to
      the Plan's confirmation have been overruled by the Court's
      confirmation order.

The Plan also incorporates a settlement agreement among Oxford
Automotive, Inc., and its debtor-affiliates, the Official
Committee of Unsecured Creditors, the Ad Hoc Committee of the
Debtors' Senior Secured Noteholders, and the Debtors' Postpetition
DIP Lenders.

The material terms of this Settlement are:

   a) all pending litigation brought by the Committee will be
      dismissed upon the Effective Date of the Second Amended
      Plan; and

   b) holders of North American General Unsecured Claims will
      receive an aggregate distribution of $8 million and a Post-
      Effective Date Committee will be established to govern Post-
      Effective Date matters relating solely to the holders of
      North American General Unsecured Claims, including
      distribution to creditors and the claims objection and
      resolution process in respect of North American's claims

The Second Amended Plan provides that the Settlement is a full and
complete resolution of all North American General Unsecured Claims
and any and all Causes of Action against the Reorganized Entity
and its subsidiaries and the Noteholders, the Lenders under the
Term Loan Facility, the Agent under the Term Loan Facility, the
DIP Lenders, the Indenture Trustee, and the DIP Agent related to
the North American Claims.

Full text copies of the Amended Disclosure Statement and Amended
Plan are available at no charge at:

               http://www.bmccorp.net/oxauto

The Debtors anticipate that the Plan's Effective Date will occur
today, Monday, March 21, 2005.

Headquartered in Troy, Michigan, Oxford Automotive, Inc. --
http://www.oxauto.com/-- is a Tier 1 supplier of specialized
metal-formed systems, modules, assemblies, components and related
services for the automotive industry.  Oxford's primary products
include structural modules and systems, exposed closure panels,
suspension systems and vehicle opening systems, many of which are
critical to the structural integrity and design of the vehicle.
The Company and its debtor-affiliates filed for chapter 11
protection on December 7, 2004 (Bankr. E.D. Mich. Case No.
04-74377).  I. William Cohen, Esq., at Pepper Hamilton LLP
represents the debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$727,023,000 in total assets and $771,325,000 in total debts.


PACIFIC GAS: Wants Court to Reduce Class 6 Escrow by $86 Million
----------------------------------------------------------------
Janet A. Nexon, Esq., at Howard, Rice, Nemerovski, Canady, Falk &
Rabkin, in San Francisco, California, relates that on December 7,
2004, the Federal Energy Regulatory Commission approved a
settlement agreement between Pacific Gas and Electric Company and
Duke Energy Corporation, among other parties.  The Settlement is
"based upon a calculation of Duke's total estimated refund
amounts for spot sales in the CAISO [California Independent
System Operator Corporation] and CalPX [California Power
Exchange] markets" from October 2, 2000, to June 20, 2001, and
from January 1, 2000, to October 1, 2000.

The Settlement Agreement provides that certain parties to the
Settlement, including PG&E, will receive Deemed Distributions,
each of which will be applied as an offset to amounts payable by
the Settling Participant to CalPX and CAISO.

The Settlement Agreement further provides that although the
Settling Participants that received a Deemed Distribution are not
entitled to certain cash distributions, "FERC approval of this
Agreement . . . constitutes FERC's determination that the escrow
established by PG&E pursuant to its Plan of Reorganization for
payment of its outstanding debts to the PX may be reduced in an
amounts equal to the Deemed Distributions under this Agreement."

PG&E has established a separate escrow account for disputed
Claims in Class 6 in the aggregate amount of $1.6 billion,
pursuant to an Escrow Order dated March 5, 2004, and a
stipulation dated November 13, 2003, with a number of Class 6
creditors.  The Class 6 Stipulation provided that any reduction
in the amount deposited in the escrow would be made "only upon
order of the Bankruptcy Court pursuant to a reasonably noticed
motion."

Ms. Nexon asserts that it is appropriate for PG&E to reduce the
amount in the Class 6 escrow funds because the offset of the PG&E
Deemed Distribution by CalPX under the Settlement will have the
effect of reducing PG&E's total obligations to the Class 6
claimants.

In this regard, PG&E seeks the Court's authority to withdraw
$85,987,391 from the Class 6 Escrow plus interest.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on
April 6, 2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L.
Lopes, Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer,
Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent
the Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts. Pacific Gas and Electric emerged from chapter 11 protection
on April 12, 2004, paying all creditors 100 cents-on-the-dollar
plus post-petition interest.


PANAMSAT HOLDING: Moody's Lifts Rating on $250M Sr. Notes to B3
---------------------------------------------------------------
Moody's Investors Service has upgraded the debt ratings for
PanAmSat Holding Corp. and its operating subsidiary, PanAmSat
Corporation concluding a review dated December 20, 2004.  This
review was precipitated by the company's announced intention to
complete a $900 million initial public equity offering, of which a
substantial portion was stated to be used to reduce debt.

The upgraded rating for PAS Holdings is:

   * $250 million of Senior Discount Notes to B3 from Caa1.

The upgraded ratings for PAS are:

   * Issuer rating to B1 from B2;

   * Senior implied rating to Ba3 from B1;

   * $2.3 billion senior secured bank facility to Ba3 from B1;

   * $150 million senior secured notes due 2008 to Ba3 from B1;

   * $125 million senior secured notes due 2028 to Ba3 from B1;
     and,

   * $656.5 million senior unsecured notes due 2014 to B1 from B2.

The outlook for the ratings is stable.

The upgrade reflects the effect of the $900 million equity issue
on the company's credit metrics and balance sheet capitalization.
Proceeds from the equity offering will be used to pay a dividend
to the company's shareholders of $200 million, to reduce debt by
approximately $625 million (unless the green shoe is exercised
which could moderately increase the amount of debt reduction), and
for general corporate purposes.

Moody's anticipates the planned repayment of $270 million of PAS's
senior secured bank facilities and $354 million of the company's
9.0% senior unsecured notes due 2014 reducing both leverage and
interest expense more quickly than expected.

However, the rating action also reflects the company's decision to
initiate a material dividend program, which we anticipate will
result in ongoing distributions, using much of the company's free
cash flows over the intermediate-term.  This factor constrains the
rating upgrade to a single notch despite the company achieving its
deleveraging target earlier than expected, as we anticipate that
there will be minimal further credit improvement over the next few
years.

Although Moody's remains concerned with how prudently management
will manage the balance sheet vis-a-vis supporting equity holder
interests, Moody's believes the company's current business plan
includes sufficient free cash flow generation to fund these
distributions, accumulate cash for moderate unforeseen satellite
failure, and sufficiently meet debt indenture repayment
requirements and maturities over the intermediate-term.

The stable outlook reflect PAS's mature growth profile and ability
to generate good cash flow, its very strong industry position with
a significant global footprint, its strong and diversified
customer base, the company's significant operating margins, and a
committed contract backlog currently of almost $4.9 billion.

The company's dividend plans are expected to leave PAS with only
moderate debt reduction capability and credit metric improvement,
which supports the stable outlook over the next few years. Debt
indenture covenants are also an important component of the
ratings.  The financial covenants allow for a moderate amount of
operational flexibility but do not allow any material increase in
debt leverage or additional debt at PAS, but do not restrict
increasing debt further at PAS Holdings.  Covenants currently
include a maintenance test of 5.75 times total debt-to-adjusted
EBITDA which steps down over time and which adds back sales-type
lease principal payments.

The equity infusion from the IPO and the resulting debt repayment
will improve the company's ability to aggressively bring its lease
adjusted leverage down to under 5.5 times EBITDAR by the end of
this year.  Given the company's new dividend plan, Moody's
anticipates the company maintaining leverage at about 5.0 times
for the foreseeable future thereafter.  A commitment to further
improving credit metrics beyond present expectations could
pressure ratings upward.  Any leveraging recap or acquisition,
which would reverse the aforementioned credit benefits, or
unmitigated failure of any satellites which would cause the
material loss of customers and revenues, as well as uninsured
satellite assets, could put negative pressure on the ratings.

PanAmSat Corporation, headquartered in Wilton, Connecticut, is one
of the world's top three satellite operators and was recently
bought by an equity sponsor group led by Kohlberg, Kravis Roberts
& Co. and including The Carlyle Group, Providence Equity Partners
and management.  With an owned and operated fleet of 23
satellites, PAS is a leading global provider of video,
broadcasting and network distribution and delivery services.


PARMALAT USA: Wants Until June 30 to Decide on Atlanta Contracts
----------------------------------------------------------------
Parmalat USA Corp. and Farmland Dairies LLC seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to reject, assume, or assume and assign, as the case may be,
certain executory contracts and unexpired leases in connection
with a potential sale of Farmland's fluid milk and other beverage
business based in Atlanta, Georgia, on the earlier of the sale's
closing and June 30, 2005.

As described in their Chapter 11 Plan and Disclosure Statement,
the U.S. Debtors determined that the values of their estates
would be maximized by a reorganization of Farmland's business
around its Northeast and Michigan operations.  That revised
strategy called for Farmland to concentrate on its fresh-milk and
nationwide extended-shelf-life milk business and to divest its
non-core operations, including the Atlanta Business.
Accordingly, about that time, the U.S. Debtors and their
professionals commenced a marketing process for the assets
comprising the Atlanta Business.

Farmland is currently engaged in negotiations concerning the
terms and provisions of an asset purchase agreement related to
the sale of the Atlanta Business to a potential purchaser.  It is
anticipated that a request for an order approving the sale of the
Atlanta Business to the Purchaser, free and clear of all liens,
claims, encumbrances, and interests, will be filed shortly.
Given that the Purchaser intends to operate the Atlanta Business
as a going concern, the terms of the sale agreement currently
under negotiation provide for the Purchaser's assumption of
certain of the Atlanta Contracts.

The U.S. Debtors also anticipate that the sale of the Atlanta
Business will close prior to the Effective Date of the Plan.
However, the Debtors cannot be absolutely certain that the sale
will close within that timeframe or that the consummation of the
proposed sale to the Purchaser will, in fact, occur.  Thus, the
Debtors believe that deciding on the Atlanta Contracts will
provide them with the flexibility needed to ensure that those
contracts are preserved pending the anticipated closing on the
sale of the Atlanta Business.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells Judge Drain that the confirmation of the U.S.
Debtors' Plan implements their assumption or rejection of the
various executory contracts and unexpired leases.  Absent the
authority to decide on the contracts and leases, the Debtors
would have been forced to decide on the Atlanta Contracts without
knowing with certainty whether the potential sale of the Atlanta
Business to the Purchaser will, in fact, occur, or which
agreements the Purchaser has committed to assume.  A premature
rejection of the Atlanta Contracts would have jeopardized the
sale currently under negotiation.  A premature assumption of the
Atlanta Contracts, to preserve them in connection with the
potential sale of the Atlanta Business, would have burdened the
Debtors with current administrative costs.

Ms. Goldstein explains that if, ultimately, the Purchaser failed
to close on the Atlanta Business sale, or closed but determined
not to take certain contracts, the rejection damages arising from
any Atlanta Contracts prematurely assumed as of confirmation
would have generated unnecessary administrative costs.  Granting
the Debtors' request to assume or reject the Atlanta Contracts at
a time when there is certainty will void subjecting their estates
to unnecessary risks and costs.

The non-debtor parties to the Atlanta Contracts that are affected
by the U.S. Debtors' Request will not be unfairly prejudiced, Ms.
Goldstein assures the Court.  The Debtors' request provides
certainty to those parties that on the earlier of the Sale Date
and June 30, 2005, the Debtors will have effectuated the
applicable assumptions and rejections.

A list of the Atlanta Contracts is available for free at:

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

Headquartered in Wallington, New Jersey, Parmalat U.S.A.
Corporation -- http://www.parmalatusa.com/--generates more
than EUR7 billion in annual revenue.  The Parmalat Group's 40-
some brand product line includes milk, yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.  The company employs over 36,000
workers in 139 plants located in 31 countries on six continents.
It filed for chapter 11 protection on February 24, 2004 (Bankr.
S.D.N.Y. Case No. 04-11139).  Gary Holtzer, Esq., and Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP represent the
Debtors in their restructuring efforts.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than $200
million in assets and debts.  The Bankruptcy Court confirmed the
U.S. Debtors' Plan of Reorganization on March 7, 2005.  (Parmalat
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


PROTECTION ONE: Moody's Puts B2 Rating on Proposed $275M Facility
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Protection One
Alarm Monitoring, Inc.'s proposed $275 million secured credit
facility.  Concurrently, Moody's upgraded the rating on the
company's 8.125% senior subordinated notes to Caa1 from Ca and the
senior implied rating to B2 from Caa2.  The outlook has been
changed to stable from positive.

The ratings upgrade reflects increased liquidity and an improved
capital structure as a result of the recent consummation of an
exchange agreement with affiliates of the Quadrangle Group and the
proposed retirement of the company's indebtedness maturing
in 2005.

The ratings benefit from a recurring revenue stream from the
company's alarm contract portfolio, reduced customer attrition
rates and an improved cost structure.  The ratings also reflect
the reduction in the company's customer account base over the last
few years, intense competition and significant costs to acquire
new customer accounts.

Moody's took these rating actions:

   * Assigned $25 million senior secured revolving credit facility
     due 2010, rated B2;

   * Assigned $250 million senior secured term loan B due 2011,
     rated B2;

   * Upgraded $110 million 8.125% Senior Subordinated Notes,
     due 2009, upgraded to Caa1 from Ca;

   * Upgraded Senior Implied, upgraded to B2 from Caa2;

   * Upgraded Senior Unsecured Issuer, upgraded to B3 from Caa3;

   * Withdrew $30 million 13.625% Senior Subordinated Notes, due
     2005, rated Ca.

Moody's expects to withdraw these rating upon completion of the
redemption of these notes:

   * $164 million 7.375% Senior Unsecured Notes, due 2005,
     rated Caa2.

Proceeds from the proposed $250 million term loan B are expected
to be used to repay the remaining $78 million balance of the
company's existing revolving credit facility, redeem the remaining
$164 million of 7.375% senior unsecured notes and pay related fees
and expenses.

The company expects to have in excess of $10 million of cash and
cash equivalents on hand upon completion of the refinancing.  The
$25 million revolving credit facility is expected to be undrawn
and fully available at closing.

The company has significantly improved its capital structure
recently.  On February 8, 2005, the company completed a debt
restructuring with affiliates of the Quadrangle Group, the lenders
under its existing credit facility and the majority equity holders
in the company's publicly traded direct parent, Protection One,
Inc.

The transaction reduced the obligations under the company's credit
facility by $120 million in exchange for common stock of
Protection One.  The company also recently retired its $30 million
of 13.625% senior subordinated discount notes utilizing cash on
hand.  The cash on hand was derived from the $46 million cash
portion of the $73 million tax sharing settlement with Westar
Energy, Inc., the company's former majority owner,
in November 2004.

The upgrade of the senior implied rating to B2 from Caa2 reflects
the significant reduction in leverage and improvement in liquidity
by the company.  The company had $547 million of debt at September
30, 2004, all of which was considered a current liability.

As of December 31, 2004, on a pro forma basis for the debt
refinancing and restructuring transactions discussed above, the
company would have about $360 million of debt with no maturities
before 2009.  Interest expense for the year ending Dec. 31, 2004,
was about $44 million and would have been about $27 million on a
pro forma basis.

Despite operating with limited liquidity and a highly leveraged
capital structure during the last few years, the business has
performed reasonably well.  Although the company's revenues
declined from $290 million in the year ended December 31, 2002 to
$269 million in the year ended December 31, 2004, gross profit and
EBITDA margins (excluding non-recurring items) improved.

The decline in revenue reflected a cut back in spending to
generate new accounts, which caused a decline in the size of the
customer base.  New accounts typically generate negative cash
flows initially due to upfront costs, which are not fully offset
by the purchase price paid by the customer for the alarm system.

The company's margins benefited from the implementation of cost
cutting measures and the improvement in customer account attrition
rates to 7.8% in the year ending December 31, 2004 from 11.2% in
the year ending December 31, 2002.  The improvement in attrition
rates reflected the company's focus on obtaining high quality
customers by requiring higher credit scores and a higher initial
investment by the customer in the alarm system.  The company now
relies on its internal sales force and alliances with strategic
partners such as BellSouth Telecommunications, Inc. to acquire
accounts.

The stable ratings outlook reflects Moody's expectation that the
company will stabilize its customer base by investing in new
account generation to offset customer attrition.  Cash flows
should benefit from the continuing growth of the market for
residential and commercial security products, the company's
improved attrition rate and lower interest costs as a result of
the debt restructuring and refinancings.  Free cash flows from
operations are expected to be utilized to build short-term
liquidity or reduce borrowings under the credit facility.

Moody's believes that absent an acquisition or other unusual
transaction, a downgrade in the outlook or ratings is unlikely in
the near term due to the stability of the company's recurring
revenue stream and its improved cost structure.  The outlook or
rating could improve if the company can grow its customer base and
generate a sustainable level of free cash flow -- after capital
expenditures and net customer acquisition costs -- to debt in the
range of 8-10%.  The outlook or rating could be pressured if the
company significantly increases leverage due to an acquisition or
if the company's attrition rates return to the high levels of a
few years ago.

The B2 rating assigned to the proposed senior secured credit
facility reflects a first priority security interest in all
tangible and intangible assets of the company and its subsidiaries
and 100% of the capital stock of the company and its domestic
subsidiaries.  The credit facility is notched at the senior
implied level reflecting the preponderance of senior secured debt
in the capital structure.

The term loan B amortizes at a rate of .25% a quarter with the
balance payable at maturity.  The credit facility has a cash flow
sweep, initially set at 75%, subject to a step down if the company
achieves a specified decline in its leverage ratio.  In the event
that the 8.125% senior subordinated notes due 2009 are not repaid
in full or refinanced prior to June 2008, the revolver and term
loan B will automatically mature and all amounts outstanding shall
be deemed immediately due and payable.

The Caa1 rating on the 8.125% senior subordinated notes reflects
the contractual subordination of these notes to all existing and
future senior indebtedness of the company.  The notes are
guaranteed on a senior subordinated basis by substantially all the
direct and indirect domestic subsidiaries of the company.

Free cash flow (after capital expenditures and net customer
acquisition costs) to debt was about 6% for the year ended
December 31, 2004.  Excluding the cash proceeds from the Westar
tax sharing settlement and debt restructuring costs, free cash
flow to debt would have been about 2% in 2004.  Moody's expects
free cash flow to debt (excluding debt restructuring costs) to be
about 5-7% in 2005.

Protection One Alarm is the third largest electronic security
provider in the United States based on recurring monthly revenues.
The two largest providers are ADT Security Services, Inc. and
Brinks Home Security.  The company has 66 branches and four
monitoring facilities.  The company installs, monitors and
maintains security alarms catering to residential, commercial,
multifamily and wholesale customers. Over 80% of the company's
revenues are derived from sales to single family residential and
commercial customers.

The company derives most of its revenue stream from recurring
monitoring revenues, which are generally sold pursuant to three to
five year contracts.  Headquartered in Lawrence, Kansas, the
company had revenue of $269 million for the year ended
December 31, 2004.


PROTECTION ONE: Debt Restructuring Prompts S&P to Upgrade Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Lawrence, Kansas-based Protection One Alarm Monitoring
Inc. to 'B+', and removed the rating from CreditWatch, where it
was placed on Nov. 15, 2004.  Standard & Poor's also raised the
senior subordinated debt rating to 'B-'.  The outlook is negative.

The ratings action follows the recent completion of an out-of-
court debt restructuring with affiliates of Quadrangle Group, the
company's majority equity holders and lenders under its credit
facility, along with the company's plans to refinance its near
term debt obligations.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating, with a recovery rating of '2', to Protection One's
proposed $275 million senior secured bank facility, which will
consist of a $25 million revolver and $250 million term loan.  The
senior secured debt rating, which is the same as the corporate
credit rating, along with the recovery rating, reflect our
expectation of substantial recovery (80%-100%) of principal by
lenders in the event of a payment default.  The proceeds from this
facility, along with a portion of cash on the balance sheet, will
be used to refinance the remaining $78 million under the existing
revolving credit facility, along with the company's $164 million
senior unsecured notes.

"The ratings reflect Protection One's modest presence in the
highly competitive U.S. security alarm industry, declining
revenues, and leveraged financial profile," said Standard & Poor's
credit analyst Ben Bubeck.  These are offset partly by a largely
recurring revenue base and the expectation for continued positive
free operating cash flow generation.

The outlook is negative. While the recently completed debt
restructuring and proposed refinancing substantially improve
Protection One's financial profile, the company has not returned
to a growth trajectory.  Failure to stabilize or generate modest
revenue growth over the near to intermediate term may result in a
lower rating.


PROXIM CORP: PwC Says Losses & Deficit Trigger Going Concern Doubt
------------------------------------------------------------------
Proxim Corporation (Nasdaq: PROX), filed its Annual Report on Form
10-K for the year ended Dec. 31, 2004, with the Securities and
Exchange Commission last week.  The Company's auditors,
PricewaterhouseCoopers LLP, raised substantial doubt about
Proxim's ability to continue as a going concern due to substantial
losses and negative cash flows from operations, and a
$497.5 million accumulated deficit as of Dec. 31, 2004.

The Company disclosed that it is required to pay royalty payments
of $12.5 million in the next four quarters in connection with the
litigation settlement with Symbol Technologies Inc.  Also, the
Company may be required to repay $10 million of bridge loan plus
accrued interest on June 30, 2005, the maturity date of the bridge
loan, in the event the bridge loan has not been converted to the
Company's common stock earlier.

The Company's financial statements issued March 11, 2004, for the
year ended Dec. 31, 2003, also contained a going concern
qualification.

                        About the Company

Proxim Corporation -- http://www.proxim.com/-- is a leader in
wireless networking equipment for Wi-Fi and broadband wireless
networks.  The company is providing its enterprise and service
provider customers with wireless solutions for the mobile
enterprise, security and surveillance, last mile access, voice and
data backhaul, public hot spots, and metropolitan area networks.

At Dec. 31, 2003, Proxim Corporation's balance sheet showed a
$44,928,000 stockholders' deficit, compared to a $79,088,000
deficit at Dec. 31, 2003.


QWEST COMMS: Increases MCI Offer to $8.45 Billion
-------------------------------------------------
On March 16, 2005, Qwest Communications International, Inc.,
transmitted a letter to MCI, Inc.'s Board of Directors, containing
its revised offer for the acquisition of MCI.  The letter states:

      March 16, 2005

      The Board of Directors
      MCI, Inc.
      Attention: Chairman, Board of Directors
      22001 Loudoun County Parkway
      Ashburn, VA 20147

      Dear Mr. [Nicholas D.] Katzenbach:

           As you know, on February 11, 2005, we proposed a stock
      and cash merger with MCI valued at $24.60 per MCI share.  We
      improved the terms of our proposal on February 24.   On
      March 15, we delivered to your legal counsel a merger
      agreement reflecting a revised structure.  Over the last two
      weeks, we obtained access to a certain amount of legal,
      financial and operational information on MCI.  With the
      benefit of this information we have reconfirmed our
      confidence in the unique value creation potential of a
      Qwest/MCI merger and we are pleased to present an improved
      proposal to acquire MCI.  This improved proposal is over 25%
      higher than Verizon's offer, representing over $1.7 billion
      in additional value payable to MCI stockholders.  In
      addition, our proposal will deliver significant additional
      value to your stockholders from synergies of approximately
      $18 per MCI share.

           The Qwest/MCI merger will create a company with:

           * a world-class, state-of-the-art global network;

           * an advanced product suite to exceed customer needs
             with accelerated expansion into next generation
             applications;

           * a seasoned sales force;

           * superior customer service; and

           * a highly achievable synergy plan.

           A Qwest/MCI combination will lead to fewer and less
      extensive divestiture demands from regulatory agencies and
      will avoid the industry concentration and public policy
      issues a Verizon/MCI merger presents.  In fact, MCI's legal
      counsel has acknowledged that the Qwest/MCI transaction
      could close more quickly than a Verizon/MCI transaction,
      although they did not agree with us as to how much more
      quickly.

           We believe the synergies of a combined Qwest/MCI are
      significant and achievable and should flow from:

           * Elimination of duplicative facilities with improved
             scale yielding access/termination efficiencies;

           * Reduction in overlapping staff functions for
             nationwide sales/operations, network administration
             and corporate;

           * Avoidance of redundant spend on national networks;

           * IT savings resulting from the elimination of
             duplicative operations systems spend; and

           * Reduction in advertising spend, consolidation of real
             estate and improved revenue penetration.

           A substantial number of MCI stockholders have
      recognized that the value of these significant synergies and
      your own forecasts of improved performance can only be
      realized by MCI stockholders in a meaningful way if they
      retain a substantial portion of the combined company as they
      will in a Qwest/MCI merger.  MCI stockholders will share
      appreciably in the value creation of a combined Qwest/MCI,
      but will have no meaningful share of Verizon after it merges
      MCI out of existence.

           In the past two weeks, many MCI stockholders have
      clearly expressed their preference for the Qwest offer
      through words and action.  MCI stockholders have
      periodically traded its share price up to within 5% of our
      proposal and have thereby confirmed the value of our equity
      and validated our proposal as value creative and superior to
      the Verizon offer.  The fact that over $4.5 billion of MCI's
      shares have traded above $20.75 since February 14th further
      indicates that MCI stockholders place superior value on our
      proposal.

           In addition to the value, regulatory and synergy
      benefits to MCI stockholders of a Qwest/MCI combination, let
      me describe our improved proposal, which will be even more
      compelling to your stockholders.

           Our revised proposal represents an aggregate value
      today of $26.00 per share to MCI stockholders consisting of
      $10.50 in cash and $15.50 in stock consideration to be
      delivered as follows: (i) $6.00 per share in cash to be paid
      by MCI in regularly scheduled quarterly dividends (including
      today's dividend payment) and a payment upon MCI stockholder
      approval of the transaction, (ii) $4.50 per share in cash to
      be paid by Qwest at closing and (iii) $15.50 per share to be
      paid in Qwest stock at closing.  As you know, in a Qwest/MCI
      transaction MCI stockholders will be protected from a
      potential decline in Qwest's share price prior to closing by
      means of a "collar."  Qwest stock has not traded below the
      "collar" for the last four months, while the Verizon stock
      has traded below their offer price for over 66% of the
      trading days since January 18th.  Further economic details
      of our proposal are provided in the term sheet attached as
      Exhibit A.    The merger agreement reflecting this revised
      proposal and the terms of our merger would be subject to
      approval by Qwest's Board of Directors.   Finally, as you
      know, we have delivered to and discussed with your advisors
      final commitment letters for the financing required to
      consummate our merger and operate the combined company.

           Under the agreement with Verizon you have the right to
      engage in negotiations with Qwest in light of our superior
      proposal.  We respectfully request that you take the steps
      necessary to enable MCI to execute a merger agreement with
      us as soon as possible.  Of course, time is of the essence.
      Because the only change in our previous proposal is the
      significant increase in the value of our offer, we are
      hopeful that you can conclude your deliberations on our
      proposal quickly.  As each day passes, MCI stockholders are
      denied the ability to realize the benefits of the superior
      transaction we have proposed.  We trust that the MCI Board
      of Directors will recognize the desire of MCI stockholders
      to maximize stockholder value through a merger with Qwest
      and we request your response before the close of business on
      March 25, 2005.


      Sincerely yours,

      /s/ RICHARD C. NOTEBAERT
      Richard C. Notebaert
      Chairman and Chief Executive Officer
      Qwest Communications International Inc.

            Economic Terms of Qwest $8.45 Billion Offer

Consideration:    Qwest common stock and cash to MCI stockholders

Value:            $26.00 per share consideration to MCI
                  stockholders

                   Offer consists of:

                    (i) $10.50 in cash; and

                   (ii) $15.50 of Qwest common stock based on an
                        exchange ratio of 3.735 Qwest shares per
                        MCI share, subject to the Value Protection
                        Mechanism.

                   The value of the Stock Consideration is based
                   on a Qwest stock price of $4.15.

                   Pro forma ownership split of approximately
                   40.0% MCI / 60.0% Qwest, subject to the Value
                   Protection Mechanism.

Value             In the event that the average trading price for
Protection        common stock during a period of 20 trading days
Mechanism         prior to the closing of the transaction does
Regarding         not equal $4.15 per share, then the exchange
Qwest Stock       ratio will be adjusted as:
Component:
                   * If the Qwest Share Price is between and
                     inclusive of $3.74 and $4.14, then the
                     exchange ratio will be adjusted upward to
                     deliver value of $15.50 in Stock
                     Consideration to MCI stockholders.  However,
                     Qwest may at its option deliver all or a
                     portion of this value protection in cash in
                     lieu of common stock.

                   * If the Qwest Share Price is between and
                     inclusive of $4.16 and $4.57, then the
                     exchange ratio will be adjusted downward to
                     deliver value of $15.50 in Stock
                     Consideration, to MCI stockholders.

                   * If the Qwest Share Price is below $3.74, then
                     the exchange ratio will be 4.144.  However,
                     Qwest may at its option deliver all or a
                     portion of this value protection in cash in
                     lieu of Qwest common stock, provided that the
                     exchange ratio will under no circumstances be
                     less than 3.735.

                   * If the Qwest Share Price is above $4.57, then
                     the exchange ratio will be 3.392.

                   As a result of this Value Protection Mechanism,
                   the value of the Stock Consideration is
                   protected against a decline of up to 10% in the
                   stock price of Qwest.

Cash              Approximately $6.00 of the $10.50 cash
Consideration:    consideration will be paid in quarterly
                   dividends and as a payment to be made as soon
                   as practicable following MCI stockholder
                   approval of the transaction.  The payment of
                   the $6.00 will be reduced by the $0.40 per
                   share cash dividend approved by the MCI Board
                   of Directors on February 11, 2005, and paid on
                   March 16, 2005, and by the amount of any
                   dividends to be declared by MCI during the
                   period from today to the consummation of the
                   merger, subject to any limitations imposed by
                   MCI debt covenants.

Specified         The cash and stock consideration outlined will
Included          be subject to adjustment with respect to the
Liabilities:      specified included liabilities on substantially
                   the same terms as provided in the Verizon
                   agreement.

Example of        For clarity, given the above and assuming a
Overall           December 31, 2005 closing, each MCI stockholder
Potential         would receive between signing and closing:
Value to MCI:
                   * Approximately $6.00 in quarterly dividends
                     and a payment as soon as practicable
                     following MCI shareholder approval of the
                     transaction;

                   * Approximately $4.50 in cash at closing; and

                   * 3.735 Qwest shares in Stock Consideration at
                     closing subject to the Value Protection
                     Mechanism.

                   * Assuming MCI stockholders own 40% or more of
                     the combined company, they would also likely
                     realize approximately $18 per share of value
                     from cost synergies - yielding a total value
                     to MCI stockholders in a merger with Qwest in
                     excess of $40 per share.


                 MCI to Review New Qwest Proposal

MCI, Inc. (Nasdaq: MCIP) reported that it has received a revised
merger offer of $10.50 in cash and 3.735 Qwest shares (subject to
adjustment under a collar) per MCI share.  MCI's Board of
Directors will respond by close of business on March 28, 2005,
after a thorough review of this revised offer.

On February 14, 2005, MCI and Verizon signed a joint merger
agreement.  On March 2, 2005, MCI announced its intention to
engage with Qwest for a two-week period to review its latest
proposal.  This engagement was conducted with the concurrence of
Verizon.  The two-week window to exchange information between MCI
and Qwest officially concludes at close of business today.

                          About Qwest

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

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

                          *     *     *

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

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

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

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


QWEST COMMS: MCI Merger May Lead to Liquidity Crisis, Report Says
-----------------------------------------------------------------
According to a report released by The Eastern Management Group,
the increased premium offered by Qwest for MCI along with its
outstanding obligations may lead to a liquidity crisis if the
merger between the two companies goes through.  Furthermore, the
report suggests that current estimates of corporate synergies are
significantly overestimated resulting in even greater risks of
economic problems down the road.

The report, entitled "Critical Implications of the Proposed Qwest-
MCI Merger: A Financial Analysis," is available on the company's
Web site, located at http://www.easternmanagement.com/

"We foresee a liquidity crisis at Qwest-MCI based on the premium
paid to MCI shareholders, lingering MCI bankruptcy issues, costs
to unlock synergies, and hundreds of millions in unconditional
purchase obligations for unnecessary capacity in Qwest's long
distance business," said Paul Robinson, vice president of The
Eastern Management Group.  "In order to sell the deal to the
industry, regulators, and shareholders, Qwest has overestimated
synergies between itself and its competitor MCI and underestimated
integration costs to make the deal look rosier than it really is."

Both Qwest and Verizon are currently in talks to acquire MCI
Communications, the Ashburn, VA-based company, formerly known as
WorldCom.  The Eastern Management Group, a management consulting
firm with over 400 clients in the telecommunications industry,
believes the industry, the economy, and the public interest would
be better served by a merger of Verizon Communications and MCI.

Robert A. Saunders, the firm's research director, states, "Despite
the increase in the share price offer to MCI shareholders, The
Eastern Management Group continues to maintain that Verizon's size
and industry position grant substantially more stability to
stakeholders.  Furthermore, we believe that capex trends and
realizable commitments favor a Verizon-MCI merger rather than
Qwest alternative."

The Eastern Management Group recently completed a detailed study
of MCI's potential acquisition and its impact on the
telecommunications industry entitled "Critical Implications of the
Proposed Qwest-MCI Merger: An Industry White Paper," also
available on the company's Web site.  This follow-on study goes
into greater depth on the financials of Qwest's tertiary offer to
MCI including analyses of opex and capex synergies, purchase
obligations, and Qwest's long distance business and debt ratios.

"Our research shows that management historically overestimates
synergies, while underestimating integration costs when selling
the acquisition to shareholders, regulators, and Wall Street.  We
have drawn the same conclusions in the Qwest-MCI estimates, which
have been discounted by Wall Street," said Dr. Robinson.  "We
believe the new offer is a last ditch effort which is intended to
sow further division between those shareholders who favor long-
term goals and those who invested for quick profits."

The Eastern Management Group is one of the oldest and largest
management-consulting firms focused exclusively on the
communications industry.  For more than a quarter century, The
Eastern Management Group has served over 400 communications
industry clients worldwide, including every major carrier,
manufacturer and software company.  The Eastern Management Group
has offices in the U.S. and Japan.

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.

                        About the Company

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

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

                         *     *     *

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

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

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

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


RAYOVAC CORP.: Moody's Reviews Low-B Ratings & May Downgrade
------------------------------------------------------------
Moody's Investors Service has placed the debt ratings of Rayovac
Corporation on review for possible downgrade following the
company's announcement that it has reached an agreement to
purchase Tetra Holding GmbH, a leading aquatic pet supplies
company, for around EUR415 million.

The rating action reflects the potential for material debt
increases, given the high purchase price (at over 2x sales).  In
addition, the rating action recognizes the additional complexity
of integrating Tetra's global operations at the same time it is
absorbing the $1.4 billion February 2005 acquisition of United
Industries, which in turn had engaged in debt-financed purchases
of consumer lawn and pet supplies companies in recent periods.

The rating review will include a comprehensive analysis of Tetra's
operations, the integration strategy, and the impacts of the
acquisition on Rayovac's capital and corporate structures,
existing integration plans, and deleveraging schedule.  In
particular, Moody's will evaluate Tetra's performance trends, its
global competitive and retail set, and its operational platform,
with the aim of assessing any underlying business risks/investment
needs, as well as synergy potential.

Further, Moody's will assess the implications of the Tetra
transaction for additional purchases, including the size,
financing and product/geographic focus of such acquisitions.
Lastly, Moody's will continue to review the performance
expectations for the existing Rayovac and United Industries'
businesses, which may offset acquisition related concerns or may
heighten the need to achieve anticipated sales and profit growth
through acquisitions.

Notwithstanding these concerns, Moody's recognizes that the Tetra
acquisition is consistent with Rayovac's strategy of acquiring
leading brands in attractive categories (particularly in the
growing pet supplies market).  The acquisition will further
diversify the company's revenue base from its historical
concentration in consumer batteries, a category that has
experienced historical profit erosion due to price deflation and
promotional activity from Rayovac and its large competitors.

Further, Rayovac has a strong global integration and facility
optimization track record from its VARTA and Remington purchases
in the last few years, achieving margin expansion and synergies
beyond expectations (with lower costs).  Lastly, Rayovac
standalone is continuing to perform well on the strength of its
restructuring gains and a significantly more stable North American
consumer battery environment over the last year.

Rating concerns include recent softness in Rayovac's Remington
product line, challenges in UIC's Nu-Gro business (acquired by UIC
in early 2004), potential threats posed by competitors and
concentrating retailers, increased costs for raw materials and
brand support, and the significant contribution of currency gains
and acquisitions to growth.

These ratings were placed under review:

   * Senior implied rating, B1;

   * $300 million senior secured revolving credit facility due
     2011, B1;

   * $540 million senior secured US term loan B due 2012, B1;

   * USD140 million - equivalent EUR denominated senior secured
     European term loan B due 2012, B1;

   * USD50 million - equivalent CAD denominated senior secured
     Canadian term loan B due 2012, B1;

   * $700 million 7 3/8% senior subordinated notes due 2015, B3;

   * $350 million 8.5% senior subordinated notes due 2013, B3;

   * Senior unsecured issuer rating, B2.

With headquarters in Atlanta, Georgia, Rayovac Corporation is a
global consumer products company with a diverse product portfolio
including consumer batteries, electric shavers, and lawn and pet
supplies.

Reported sales for the twelve-month period ended January 2005 were
$1.5 billion, but recent acquisitions (including Tetra) result in
pro forma sales of around $2.6 billion.


REEVES COUNTY: Debt Restructuring Cues S&P to Up Rating to BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating on
Reeves County, Texas' lease-rental certificates of participation
debt outstanding two notches to 'BBB-' from 'BB' based on improved
coverage levels that should result from management's restructuring
of debt service.  The outlook is stable.

The rating agency also assigned its 'BBB-' standard long-term
rating, and stable outlook, to the county's $41.05 million series
2005 taxable additional lease-rental revenue refunding
certificates of participation.  The certificates are scheduled to
sell on March 22.

The county will use certificate proceeds to refund a portion of
its certificates outstanding to lower the annual rental payment.

"Our decision to raise the rating is contingent on management's
refunding of the debt outstanding it has identified to us," said
Standard & Poor's credit analyst James Breeding.  "Should
management not successfully complete the refunding, we will revert
the rating back to 'BB'."

The restructuring's effect will be an extension of the maturity
schedule and a lowering of the rental payment from 2005 through
2011.

In 2004, Reeves County and the Federal Bureau of Prisons finalized
an agreement in which the bureau will continue to use only Reeves
County Detention Center's sections I and II.  The new per diem has
been set at $48.25 for a minimum of 2,025 federal inmates.  The
new agreement will extend to Jan. 31, 2007, with annual per diem
adjustments.

Since the bureau will only use space available in sections I and
II, the county has negotiated an agreement with Arizona Department
of Corrections to house a minimum of 778 of the state's inmates in
section III of the facility at a per diem of $45.70.

"We assume the bureau's continued use of the facility and the
revenues associated with the facility's operation will continue to
provide sufficient coverage of all operating costs and related
debt service," added Mr. Breeding.

With the restructuring of the rental payments and the assumption
that the facility will continue to be used only by the bureau, the
facility should generate sufficient revenues to cover expenses and
debt service by roughly 1.3x.  When revenue from Arizona is added
from its use of section III, coverage remains roughly the same.

Coverage improves as more inmates are added to sections I and II.
Management will use up-front savings resulting from the
restructuring to provide a cushion against possible inmate
population fluctuations and reimburse the county's general fund
for previous extraordinary transfers that were made to cover
facility operating costs during the period when section III was
not being used.

The rating action affects roughly $54 million of appropriation
debt outstanding.


RELIANCE GROUP: Gets Court OK to Sell Lot to Greenway for $33.2M
----------------------------------------------------------------
The Hon. James Colins of the United States Bankruptcy Court for
the Southern District of New York gave M. Diane Koken, Insurance
Commissioner of the Commonwealth of Pennsylvania and Liquidator of
Reliance Insurance Company, permission to sell 182.91 acres of
real property to Greenway Associates, LLC, for $33,211,964.
The parcel of real property is located in Loudoun County,
Virginia.

As reported in the Troubled Company Reporter on Feb. 25, 2005,
Jerome B. Richter, Esq., at Blank, Rome, in Philadelphia, relates
that the Property was purchased in 1987 when RIC acquired 409
acres of land for $26,634,439, or $1.49 per square foot.  Of the
409 acres, 112.5 acres were zoned residential and 296.5 were
zoned commercial.  At $1.49 per square foot, the 112.5 acres of
residential land had a pro rata cost of $7,301,745, while the
296.5 acres of commercial land had a pro rata cost of
$19,332,694.  During the governmental approval process, 41.5
residential acres were designated and dedicated as flood plain,
community recreational space, or roadway improvements.  The
remaining 71 net acres of residential land were sold in five
transactions between 1999 and 2002 for $22,970,800.  Of the 296.5
acres of commercial land, 84.7 acres were set aside and dedicated
as flood plain, right-of-way or toll road use during the
development approval process.

The Property is part of the remaining commercially zoned land.
While originally calculated to encompass 211.81 acres, a recent
survey revealed that the parcel actually totals 210.53 acres.
The Liquidator had an Agreement to sell this acreage to Toll
Brothers Realty Trust for $16,511,000.  However, the transaction
was terminated after TB Realty Trust demanded unacceptable price
concessions during the due diligence period.

TB Realty Trust was the winner of a bidding process.  After the
termination of the TB Realty Trust contract, RIC's brokers re-
established contact with other competing bidders, but none were
willing to re-open negotiations.  RIC determined that the Loudoun
Parkway Center was not saleable on an as-is basis at the
appraisal value.  RIC investigated the possibility of rezoning
selected portions of the remaining commercial land and discovered
that there was a greater demand for retail commercial use than
office commercial use.  A mixed-use site, with significant retail
footage, would present a better marketing platform for the
remaining office land, as office users would demand immediate
access to a variety of retail services.  As a result, RIC began
pursuing a strategy to rezone certain parts of the commercial
land so portions could be used for retail commercial, office
commercial and residential.

Approximately 27.62 of the 210.53 remaining acres of commercially
zoned property was sold to TC Midlantic Development, Inc., for
$7,599,247 early in January 2004.  The TC Midlantic Agreement,
which was contingent on TC Midlantic having the 27.62 acres
rezoned, has not been consummated.  Loudoun County informed RIC
and TC Midlantic that the rezoning call for was not likely to
occur.  Due to that fact and the potential sale of the larger
parcel to Greenway, TC Midlantic asked RIC to sell the 27.62
acres without a rezoning condition at a reduced price-reflecting
the diminished value under the existing "commercial office only"
development restrictions.  RIC is currently completing
negotiations with TC Midlantic and expects to execute a new
contract shortly.  The new TC Midlantic contract will then be
presented to the Commonwealth Court for approval.

In early 2004, Loudoun County informed RIC that rezoning the
remaining tract would be looked upon favorably if the property
were sold to a developer unrelated to RIC with a significant
national or local real estate development presence.  RIC asked
its brokers, Cassidy and Pinkard, to contact the former bidders
to gauge interest in purchasing the Property conditioned on
rezoning.  Six large developers, three of which had a national
presence, and all with a presence in Loudoun County, were asked
to submit bids.  Three complied and Greenway submitted the
winning bid.

The Agreement provides Greenway with the right to pursue rezoning
at the Property at its sole cost and expense.  Greenway will
accept the Property in as-is condition.  If the TC Midlantic
Agreement is not consummated, Greenway is obligated to purchase
the 27.62 acres, with the base purchase price will be increased
to $37,300,000.

If any contingencies increase the Purchase Price, Greenway will
provide an irrevocable letter of credit amounting to $5,000,000
to secure its obligations to pay those additional amounts in the
event the triggering approvals are obtained.

Greenway has paid a $4,000,000 non-refundable deposit into
escrow.  RIC is obligated to spend up to $100,000 to cure any
local code or other violations between the effective date of the
Agreement and closing, if necessary.  RIC will pay Cassidy and
Pinkard a broker's fee of 3.5% of the Purchase Price, or
$1,162,418.

RIC has $2,508,800 in surety bonds securing certain bonded
improvements and cash escrows of $574,244 securing certain
escrowed improvements, posted with Loudoun County and the Loudoun
County Sanitation Authority.  Greenway will assume all of RIC's
obligations to complete the improvements.  Within 90 days of
closing, Greenway will execute new Bond and Escrow Agreements
with the Loudoun County Entities, assuming all liability and
replacing RIC as obligor.  To secure these obligations, at
closing, Greenway will provide RIC with a $2,508,800 irrevocable
letter of credit to secure the Bonds and will make a $574,244
cash payment to reimburse RIC for the cash escrow.

Greenway is financially able to consummate the transition.
Greenway is owned by Trident Investments, LLC, of Michigan.
Trident indicated that as of October 31, 2004, it had total
assets of $55,041,665.  One of Trident's members is Anthony
Soave.  As of December 31, 2004, Mr. Soave and his wife had a
total net worth of $452,942,000.

The Liquidator obtained the advice of Robert G. Johnson, MAI of
JMSP, Inc., located in Herndon, Virginia.  Mr. Johnson prepared
an appraisal report dated January 11, 2005, that calculated the
fair market value for the Property as $19,300,000, in contrast to
the Purchase Price of $33,211,964.

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


REVLON CONSUMER: Completes $310 Million Sr. Debt Offering
---------------------------------------------------------
Revlon Consumer Products Corporation, a wholly owned subsidiary of
Revlon, Inc. (NYSE: REV), successfully completed its previously-
announced offering of $310 million aggregate principal amount of
9-1/2% Senior Notes due 2011.  The offering and the related
transactions will extend the maturities of RCPC's debt that would
have otherwise been due in 2006 and will reduce the Company's
exposure to floating rate debt.

Commenting on the announcement, Revlon President and CEO Jack
Stahl stated, "I am pleased with the strong support and vote of
confidence in our Company demonstrated by the investment
community.  Their strong participation in our offering enables us
to further strengthen our balance sheet and advances our progress
against our objective of creating long-term profitable growth and
value creation."

Concurrently with the completion of the offering, the Company also
announced that, on April 15, 2005, RCPC will redeem all of the
$116.2 million aggregate principal amount outstanding of its
8-1/8% Senior Notes due 2006 and the $75.5 million aggregate
principal amount outstanding of its 9% Senior Notes due 2006 and
that it has effected a covenant defeasance of the 8-1/8% Senior
Notes and the 9% Senior Notes by:

     (i) mailing irrevocable notices of redemption with respect
         to such notes and

    (ii) irrevocably depositing in trust with the trustee under
         the indentures an amount sufficient to redeem such notes.

The Company indicated that RCPC also used a portion of the
proceeds from the offering:

     (i) to prepay $100 million of indebtedness outstanding under
         the term loan facility of its credit agreement, together
         with accrued interest and the prepayment fee associated
         with such prepayment, and

    (ii) to pay a portion of the fees and expenses incurred in
         connection with the transactions described above.

Copies of the notices of redemption on the 8-1/8% Senior Notes and
the 9% Senior Notes have been mailed to all record holders by the
trustee under each of the indentures governing such notes, U.S.
Bank National Association, 60 Livingston Avenue, St. Paul, MN
55107.

The issuance of the 9-1/2% Senior Notes was conducted pursuant to
Rule 144A under the Securities Act of 1933, as amended, and
outside the U.S. in accordance with Regulation S under the
Securities Act.  The issuance of RCPC's 9-1/2% Senior Notes was
not registered under the Securities Act, and such notes may not be
offered or sold in the U.S. absent registration or an applicable
exemption from registration requirements.  This press release
shall not constitute an offer to sell, or the solicitation of an
offer to buy, any securities, nor shall there be any sale of
securities mentioned in this press release in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

                        About the Company

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

                         *     *     *

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

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

The ratings affected by this action are:

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

   * Senior implied rating, affirmed at B3;

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

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

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

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

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

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

   * Senior unsecured issuer rating, affirmed at Caa2.

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

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

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

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


SEABULK INT'L: Moody's Reviews Low-B Ratings for Possible Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed SEACOR Holdings Inc.'s ratings
under review for possible downgrade and Seabulk International
Inc.'s ratings under review for possible upgrade following the
announced merger between the two companies.

Ratings placed under review for possible downgrade are SEACOR's:

   (i) Senior unsecured notes rated Baa3;

  (ii) Shelf registration for senior unsecured securities rated
        (P)Baa3, for subordinated securities rated (P)Ba1, and for
        preferred stock rated (P)Ba2.

Ratings placed under review for possible upgrade are SEABULK's:

   (i) Senior implied rating of B1;

  (ii) Senior unsecured notes rated B2;

(iii) Senior unsecured issuer rating of B2.

Under the terms of the announced merger, SEACOR will issue 0.2694
shares of its common stock for each share of SEABULK common stock
plus $4.00 in cash per share of SEABULK common stock.

Based on SEACOR's share price as of March 16, 3005, the total
equity value the transaction is approximately $532 million.  In
addition, SEACOR will assume SEABULK's net outstanding obligations
of approximately $471 million (net of $55 million of cash and
restricted cash) for a total purchase price of approximately
$1 billion.

Based on SEABULK's 2004 EBITDA of approximately $97 million
(adjusted to reflect the expensing of drydock costs of
$26 million), SEACOR is paying over 10x EBITDA (over 8x, if
drydock costs are capitalized and amortized), which Moody's
considers "full" for companies in this business.

Moody's estimates that SEABULK's EBITDA (again, adjusted to
expense drydock costs) should increase to around $110-115 million
in 2005, reflecting the cyclical upturn in the sector; however,
that still indicates a fully priced deal.

The acquisition of SEABULK provides a number of benefits to
SEACOR, including greater scale and international diversification
in the offshore support vessel market and an attractive platform
in the U.S. Jones Act tanker market.

SEABULK's offshore support vessels (45% of revenue) adds to
SEACOR's position in markets where it operates and also gives it a
presence in the West Africa offshore support market.

SEABULK's tankers (43% of revenue) and harbor tug division (12% of
revenue) provide relatively steady cash flow and they also offer
diversification benefits because their results are not as directly
related to the energy services cycle.  SEABULK's five double-
hulled U.S.-flag tankers as well as its two double-hulled foreign-
flag tankers are seen as premium assets.

SEACOR's rating review was prompted primarily by the increase in
leverage associated with the pending merger resulting from the
assumption of approximately $526 million in SEABULK debt (gross).
Assuming the transaction is financed as described above, SEACOR's
total balance sheet debt at 12/31/04 increases from $596 million
(43% debt/capital) to $1,122 million (48% debt/capital) on a pro
forma basis.

Moreover, SEACOR's net debt (including available-for-sale
securities and a construction reserve fund) at 12/31/04 increases
from $100 million (7% net debt/net capital) to $725 million (29%
net debt/net capital) on pro forma basis, an increase of $625
million.

In the past, SEACOR's strong balance sheet and liquidity have
partially mitigated concerns about the company's poor financial
performance relative to its peers during the most recent downturn
in the drilling cycle, particularly in the U.S. Gulf of Mexico.
When Moody's confirmed SEACOR's rating on 9/16/04 (subsequently
affirmed on 10/14/04 in response to SEACOR's announced acquisition
of ERA Aviation, Inc.), it was noted that the company's large cash
and investments balances exceeded total debt outstanding.  That
support for the rating largely goes away with this transaction.

Moody's believes that SEABULK's contribution of $100-$115 million
in adjusted EBITDA (range representing 2004 actual and 2005
estimates) does not negate the effects of the increased leverage
on either a gross or net basis nor does it negate continuing
concerns about SEACOR's poor financial performance relative to its
similarly rated peers with or without the merger.

Pro forma for the merger, SEACOR would have reported approximately
$173 million in EBITDA in 2004 resulting in Debt/EBITDA of 6.5x
(5.0x excluding $250 million in convertible debt issued by SEACOR
in December 2004) and EBITDA/Interest coverage of 3.1x.

Looking ahead to 2005, for which Moody's estimates pro forma
EBITDA of $225-$235 million, Debt/EBITDA and EBITDA/Interest are
expected improve to around 5.0x and 3.3x-3.5x, respectively.  Even
with these improvements, SEACOR's metrics are more consistent with
Ba-rated peers than Baa3-rated peers.  A single notch downgrade is
the most likely outcome.

While SEACOR's financial results improved during the fourth
quarter of 2004 due to higher rates and utilization of its vessels
in the U.S. Gulf of Mexico reflective of cyclical strengthening in
the oil services sector, higher seasonal rates for its Inland
River barge business, and earnings associated with the clean-up of
a major oil spill by the company's environmental services
business, Moody's believes that these results cannot be expected
to recur over longer periods of time.

In its review of SEACOR's ratings, Moody's will focus on the
company's pro forma credit profile and operating characteristics,
both current and projected, relative to its peers; the company's
ability to achieve improved earnings and asset returns after the
merger that are both sustainable and consistent with an investment
grade rating; the longer-term (i.e., "through the cycle")
prospects for the company's offshore marine segment and helicopter
business; and the company's liquidity position.

SEABULK's rating review is prompted by the pending merger with
SEACOR, which, even after considering a possible downgrade, will
most likely be rated higher than SEABULK.  In its review of
SEABULK's ratings, Moody's will focus on the impact of the pending
merger and, secondarily, on SEABULK's recent results and trends. A
single notch upgrade is the most likely outcome.

SEACOR Holdings Inc., headquartered in Houston, Texas, provides
offshore marine services to the oil and gas exploration and
production industry.  Other business activities involve
environmental services, inland river operations, and helicopter
transportation services to the oil and gas industry, mainly in the
U.S. Gulf of Mexico.

Seabulk International, Inc., headquartered in Ft. Lauderdale,
Florida, is a provider of marine support and transportation
services, primarily to the energy and chemical industries.


SEABULK INT'L: S&P May Lift Credit B+ Rating After SEACOR Merger
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB' corporate
credit rating on oil and gas marine vessel company SEACOR Holdings
Inc., on CreditWatch with negative implications and its 'B+'
corporate credit rating on Seabulk International Inc., on
CreditWatch with positive implications.

"We took the CreditWatch actions after the companies announced
they signed a definitive merger agreement," said Standard & Poor's
credit analyst Jeffrey Morrison.

Houston, Texas-based SEACOR has about $595 million in long-term
debt outstanding.  Ft. Lauderdale, Florida-based Seabulk has about
$535 million in long-term debt outstanding.

The negative CreditWatch listing for SEACOR reflects the
expectation that assumed debt resulting from the transaction will
weaken the company's financial profile, potentially leading to
lower ratings in the near term.

The positive CreditWatch listing for Seabulk reflects the
potential improvement in business profile and financial
performance to be reaped by Seabulk from integration into the
investment-grade rated SEACOR.

The transaction's equity and cash portion is valued at about
$532 million, and SEACOR will assume $471 million in net debt
obligations from Seabulk.  The transaction is expected to close by
the end of the second quarter 2005.

The CreditWatch listings will be resolved in the near-to-
intermediate term pending a full review to assess the business
risk and anticipated financial profile of the new entity.


SEACOR HOLDINGS: Moody's Reviews Ratings for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service placed SEACOR Holdings Inc.'s ratings
under review for possible downgrade and Seabulk International
Inc.'s ratings under review for possible upgrade following the
announced merger between the two companies.

Ratings placed under review for possible downgrade are SEACOR's:

   (i) Senior unsecured notes rated Baa3;

  (ii) Shelf registration for senior unsecured securities rated
       (P)Baa3;

(iii) subordinated securities rated (P)Ba1; and

  (iv) preferred stock rated (P)Ba2.

Ratings placed under review for possible upgrade are SEABULK's:

   (i) Senior implied rating of B1;

  (ii) Senior unsecured notes rated B2;

(iii) Senior unsecured issuer rating of B2.

Under the terms of the announced merger, SEACOR will issue 0.2694
shares of its common stock for each share of SEABULK common stock
plus $4.00 in cash per share of SEABULK common stock.

Based on SEACOR's share price as of March 16, 3005, the total
equity value the transaction is approximately $532 million.  In
addition, SEACOR will assume SEABULK's net outstanding obligations
of approximately $471 million (net of $55 million of cash and
restricted cash) for a total purchase price of approximately
$1 billion.

Based on SEABULK's 2004 EBITDA of approximately $97 million
(adjusted to reflect the expensing of drydock costs of
$26 million), SEACOR is paying over 10x EBITDA (over 8x, if
drydock costs are capitalized and amortized), which Moody's
considers "full" for companies in this business.

Moody's estimates that SEABULK's EBITDA (again, adjusted to
expense drydock costs) should increase to around $110-115 million
in 2005, reflecting the cyclical upturn in the sector; however,
that still indicates a fully priced deal.

The acquisition of SEABULK provides a number of benefits to
SEACOR, including greater scale and international diversification
in the offshore support vessel market and an attractive platform
in the U.S. Jones Act tanker market.

SEABULK's offshore support vessels (45% of revenue) adds to
SEACOR's position in markets where it operates and also gives it a
presence in the West Africa offshore support market.

SEABULK's tankers (43% of revenue) and harbor tug division (12% of
revenue) provide relatively steady cash flow and they also offer
diversification benefits because their results are not as directly
related to the energy services cycle.  SEABULK's five double-
hulled U.S.-flag tankers as well as its two double-hulled foreign-
flag tankers are seen as premium assets.

SEACOR's rating review was prompted primarily by the increase in
leverage associated with the pending merger resulting from the
assumption of approximately $526 million in SEABULK debt (gross).
Assuming the transaction is financed as described above, SEACOR's
total balance sheet debt at 12/31/04 increases from $596 million
(43% debt/capital) to $1,122 million (48% debt/capital) on a pro
forma basis.

Moreover, SEACOR's net debt (including available-for-sale
securities and a construction reserve fund) at 12/31/04 increases
from $100 million (7% net debt/net capital) to $725 million (29%
net debt/net capital) on pro forma basis, an increase of $625
million.

In the past, SEACOR's strong balance sheet and liquidity have
partially mitigated concerns about the company's poor financial
performance relative to its peers during the most recent downturn
in the drilling cycle, particularly in the U.S. Gulf of Mexico.
When Moody's confirmed SEACOR's rating on 9/16/04 (subsequently
affirmed on 10/14/04 in response to SEACOR's announced acquisition
of ERA Aviation, Inc.), it was noted that the company's large cash
and investments balances exceeded total debt outstanding.  That
support for the rating largely goes away with this transaction.

Moody's believes that SEABULK's contribution of $100-$115 million
in adjusted EBITDA (range representing 2004 actual and 2005
estimates) does not negate the effects of the increased leverage
on either a gross or net basis nor does it negate continuing
concerns about SEACOR's poor financial performance relative to its
similarly rated peers with or without the merger.

Pro forma for the merger, SEACOR would have reported approximately
$173 million in EBITDA in 2004 resulting in Debt/EBITDA of 6.5x
(5.0x excluding $250 million in convertible debt issued by SEACOR
in December 2004) and EBITDA/Interest coverage of 3.1x.

Looking ahead to 2005, for which Moody's estimates pro forma
EBITDA of $225-$235 million, Debt/EBITDA and EBITDA/Interest are
expected improve to around 5.0x and 3.3x-3.5x, respectively.  Even
with these improvements, SEACOR's metrics are more consistent with
Ba-rated peers than Baa3-rated peers.  A single notch downgrade is
the most likely outcome.

While SEACOR's financial results improved during the fourth
quarter of 2004 due to higher rates and utilization of its vessels
in the U.S. Gulf of Mexico reflective of cyclical strengthening in
the oil services sector, higher seasonal rates for its Inland
River barge business, and earnings associated with the clean-up of
a major oil spill by the company's environmental services
business, Moody's believes that these results cannot be expected
to recur over longer periods of time.

In its review of SEACOR's ratings, Moody's will focus on the
company's pro forma credit profile and operating characteristics,
both current and projected, relative to its peers; the company's
ability to achieve improved earnings and asset returns after the
merger that are both sustainable and consistent with an investment
grade rating; the longer-term (i.e., "through the cycle")
prospects for the company's offshore marine segment and helicopter
business; and the company's liquidity position.

SEABULK's rating review is prompted by the pending merger with
SEACOR, which, even after considering a possible downgrade, will
most likely be rated higher than SEABULK.  In its review of
SEABULK's ratings, Moody's will focus on the impact of the pending
merger and, secondarily, on SEABULK's recent results and trends. A
single notch upgrade is the most likely outcome.

SEACOR Holdings Inc., headquartered in Houston, Texas, provides
offshore marine services to the oil and gas exploration and
production industry.  Other business activities involve
environmental services, inland river operations, and helicopter
transportation services to the oil and gas industry, mainly in the
U.S. Gulf of Mexico.

Seabulk International, Inc., headquartered in Ft. Lauderdale,
Florida, is a provider of marine support and transportation
services, primarily to the energy and chemical industries.


SEARS: Shareholders Have Until Thursday to Vote on KMART Merger
---------------------------------------------------------------
Sears, Roebuck and Co. (NYSE: S) and Kmart Holding Corporation
(Nasdaq: KMRT) confirmed that the deadline for Sears shareholders
of record to make merger consideration elections in connection
with the proposed merger of Kmart and Sears is 5:00 p.m., Eastern
Time, on March 24, 2005.  Sears shareholders who hold their shares
in "street name," through the Sears associate stock purchase plan,
or in certain Sears retirement plans may have an election deadline
earlier than March 24, 2005.  Such shareholders should carefully
review any materials they received from their broker or the
relevant plan trustee or administrator to determine the election
deadline applicable to them.

Sears shareholders of record wishing to make an election regarding
the consideration they would like to receive for their Sears
shares must deliver to EquiServe Trust Company, N.A., the exchange
agent, properly completed Election Forms, together with their
stock certificates or properly completed notices of guaranteed
delivery, by 5:00 p.m., Eastern Time, on Thursday, March 24, 2005,
the election deadline.

Sears shareholders may elect cash, shares of common stock of Sears
Holdings Corporation, the new holding company created to
facilitate the merger of Kmart and Sears, or a combination of the
two for their Sears shares.  All elections are subject to the
proration procedures provided in the merger agreement designed to
ensure that in the aggregate 55 percent of Sears shares will be
converted into the right to receive 0.5 of a share of Sears
Holdings common stock per share and 45 percent of Sears shares
will be converted into the right to receive a cash consideration
of $50.00 per share, without interest, upon the merger's
completion.  As a result, a Sears shareholder may not receive the
exact form of consideration elected, and the ability of a Sears
shareholder to receive the form of consideration elected will
depend on the elections made by other Sears shareholders.

All of the documents necessary to make merger consideration
elections were previously mailed to Sears shareholders of record
as of January 26, 2005.  Sears shareholders may obtain additional
copies of the election documents by contacting D.F. King & Co.,
Inc. at (800) 549-6650.

A more complete description of the merger consideration and the
adjustment and proration mechanisms applicable to elections is
contained in the election materials mailed to Sears shareholders
and the joint proxy statement/prospectus dated February 18, 2005,
both of which Sears shareholders are urged to read carefully and
in their entirety.

Kmart and Sears expect to publicly announce the preliminary
proration calculation on Monday, March 28, 2005.  The final
election results, including the consideration to be received by
Sears shareholders who elect cash and who elect stock, will be
announced as soon as practicable thereafter.  The proposed merger
remains subject to the satisfaction of closing conditions,
including Kmart and Sears shareholder approval.  As previously
announced, a meeting date of March 24, 2005, has been established
for meetings of Kmart and Sears shareholders to vote on the merger
agreement.

Sears and Kmart shareholders are also reminded that holders of
record of Sears common stock and Kmart common stock, respectively,
as of the close of business on January 26, 2005 are entitled to
vote on the proposed merger and may vote by telephone, the
Internet or by mail, as explained in detail in the joint proxy
statement/prospectus dated February 18, 2005.

                  About Kmart Holding Corporation

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.

                 About Sears Holdings Corporation

Created to facilitate the merger of Kmart and Sears, Roebuck
announced on Nov. 17, 2004, and subject to the receipt of
shareholder approvals and the satisfaction or waiver of other
conditions, upon close of the merger, Sears Holdings Corporation
is expected to be the nation's third largest broadline retailer,
with approximately $55 billion in annual revenues, and with
approximately 3,800 full-line and specialty retail stores in the
United States and Canada.  Sears Holdings is expected to be the
leading home appliance retailer as well as a leader in tools, lawn
and garden, home electronics and automotive repair and
maintenance.  Key proprietary brands are expected to include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands. It is
also expected to have Martha Stewart Everyday products, which are
now offered exclusively in the U.S. by Kmart and in Canada by
Sears Canada.

                   About Sears, Roebuck and Co.

Sears, Roebuck and Co. is a leading broadline retailer providing
merchandise and related services.  With revenues in 2004 of $36.1
billion, Sears offers its wide range of home merchandise, apparel
and automotive products and services through more than 2,400
Sears-branded and affiliated stores in the U.S. and Canada, which
includes approximately 870 full-line and 1,100 specialty stores in
the U.S. Sears also offers a variety of merchandise and services
through sears.com, landsend.com, and specialty catalogs. Sears is
the only retailer where consumers can find each of the Kenmore,
Craftsman, DieHard and Lands' End brands together -- among the
most trusted and preferred brands in the U.S. The company is the
largest provider of product repair services with more than 14
million service calls made annually. For more information, visit
Sears' website at http://www.sears.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2005,
Standard & Poor's Ratings Services said that its ratings on Sears,
Roebuck and Company, including the 'BBB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed October 21, 2004.  This CreditWatch update
follows the announcement that Sears has agreed to merge with
unrated Kmart Holding Corporation in a transaction valued at over
$11 billion.

It is likely that ratings for Sears and the new holding company
parent, Sears Holdings Corporation, will be in the 'BB' category
upon completion of the merger, which is scheduled for the end of
March 2005.

The combined company will include the approximate 870 Sears
full-line stores, 1,500 Kmart discount stores, and about 1,100
Sears specialty stores.  With combined revenue of about $55
billion, Sears Holdings will be the third-largest retailer in the
U.S., behind Wal-Mart Stores Inc. and Home Depot Inc.

Despite the company's much greater size, and synergies that are
estimated by management of about $500 million per year after the
third year, both companies lag their peers in terms of store
productivity and profitability.

Sears continues to be challenged by competitors such as J.C.
Penney Company Inc. and Kohl's Corporation, while Kmart faces
Wal-Mart in numerous markets.

To be successful, Standard & Poor's believes that management will
need to make the Sears and Kmart stores more relevant to consumers
in terms of convenience, merchandising, and value.  Although we
see the merger as an opportunity for Sears to accelerate its off-
the-mall strategy by converting existing Kmart stores into Sears
Grand stores, this strategy is still in its infancy and has yet to
demonstrate success.

While Kmart has greatly improved its profitability by reducing
both costs and promotional sales, sales continue to decline.
Selling some Sears proprietary brands may help differentiate the
company's offerings, but it will still face substantial challenges
competing with Wal-Mart and Target Corporation.

Business risk for the combined entity will limit consideration for
an investment-grade rating.  Financing for the acquisition is
expected to utilize existing cash at both companies.  Sears
Holdings should be able to utilize asset sales, tax benefits, and
a lower or eliminated dividend to enhance cash flow, which will
help offset restructuring costs.

Standard & Poor's will monitor developments, and meet with
management to discuss the company's future financial and business
policies prior to resolving the CreditWatch listing.


SIMSBURY CLO: Fitch Junks Two Mezzanine Classes & Sub. 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: Has Until July 11 to File Plan of Reorganization
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period within which Solutia, Inc., and its debtor-
affiliates has the exclusive right to file a plan of
reorganization through and including July 11, 2005, and to solicit
and obtain acceptances of that plan through and including
September 7, 2005.

The extension will permit the current plan process to move forward
in an orderly fashion.  The extension will provide the Debtors'
management with sufficient time to finish developing and begin
implementing a viable long-term business plan, to estimate the
various claims that have been asserted against them (including
claims based on alleged toxic torts and environmental remediation)
and permit the Debtors' and their diverse creditor constituencies
sufficient time to negotiate the terms of a consensual chapter 11
plan of reorganization that will enable the Debtors to emerge from
chapter 11 and thrive as a reorganized entity, the Debtors say.

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: Names Jonathon Wright & James Voss as New SVP
----------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ), a leading manufacturer
and provider of performance films, specialty chemicals and an
integrated family of nylon products, disclosed two changes to its
executive leadership team, effective immediately.  "These changes
are another important step in our strategy to position Solutia to
thrive after emergence from Chapter 11," said Jeffrey N. Quinn,
president and CEO, Solutia Inc.

Jonathon P. Wright has been named senior vice president of Solutia
Inc. and president of integrated nylon.  In this role he will lead
Solutia's integrated nylon division, a $1.6 billion business that
is a leading producer of high-performance polymers, carpet fiber,
and chemical intermediates.  He will have responsibility for all
commercial, operational and strategic aspects of the business.
Wright replaces John F. Saucier, who will be leaving Solutia.

James R. Voss has been named senior vice president - business
operations for Solutia Inc.  In this role he will have enterprise-
wide responsibility for human resources, procurement, information
technology, governmental affairs, communications and public
affairs.

"Jonathon and Jim are seasoned professionals who bring fresh
perspectives to their roles at Solutia.  The decision of these two
proven executives to join our team is a clear endorsement of the
progress we are making to position Solutia for future success,"
added Mr. Quinn.  "Jonathon will provide the strategic and
commercial leadership that will revitalize our integrated nylon
business.  Jim will be a strong partner with Jonathon and Luc De
Temmerman, senior vice president of Solutia Inc. and president of
performance products, in their efforts to optimize our business
and operational performance."

Mr. Wright, 45, joins Solutia from Charles River Associates, a
global management consulting firm, where he served as vice
president.  Prior to that, he led Arthur D. Little's strategy
practice and management consulting business in North America.
During his eight-year consulting career, Mr. Wright worked
extensively in the petrochemical, specialty chemical, and related
process industries.  Previously, Mr. Wright held various
operating, commercial and strategic roles with British Gas.  Mr.
Wright holds a M.Sc. in economics from Reading University and was
an honors graduate in economics from City of London Polytechnic.

Mr. Voss, 38, joins Solutia from Premcor Inc., a major independent
oil refiner, where he most recently served as senior vice
president and chief administrative officer.  In addition to his
four years at Premcor, Voss' previous business experience includes
ten years in operational and human resources capacities with
United Parcel Services, Foodmaker Industries and Swank Inc.  Mr.
Voss holds bachelor's degrees in psychology and sociology from
Maryville University, a master's degree in human resources
development from Webster University, and a MBA from Washington
University in St. Louis.

In addition to Messrs. Quinn, De Temmerman, Wright and Voss,
Solutia's executive leadership team consists of: James M.
Sullivan, senior vice president and chief financial officer;
Rosemary L. Klein, senior vice president, general counsel and
corporate secretary; Max W. McCombs, vice president -
environmental, safety and health; and Robert T. DeBolt, vice
president - strategy.

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.


SPIEGEL INC: Asks Court to Set Confirmation Hearing for May 17
--------------------------------------------------------------
Spiegel Inc. and its debtor-affiliates ask Judge Blackshear of the
U.S. Bankruptcy Court for the Southern District of New York to
convene a hearing to consider confirmation of their Chapter 11
Plan on May 17, 2005, at 10:00 a.m.  The Debtors propose that they
be permitted to continue the Confirmation Hearing from time to
time as appropriate without further notice except for adjournments
announced in open court.

The Debtors ask the Court to direct that objections, if any, to
the Plan must be filed and served on May 5, 2005, at 4:00 p.m.
(prevailing Eastern Time).  The Debtors further propose that
objections to the Plan or any proposed modifications, if any,
must:

   -- be in writing;

   -- state the name and address of the objecting party and the
      amount and nature of the claim or interest of that party;
      and

   -- state with particularity the basis and nature of any
      objection to the Plan.

A copy of the Confirmation Hearing Notice will be mailed to all
creditors and equity security holders.  The Notice will also be
published in the national editions of The New York Times, The
Wall Street Journal, USA Today and The Globe and Mail.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.


SPIEGEL INC: Wants Court to Fix Solicitation & Voting Procedures
----------------------------------------------------------------
James L. Garrity, Esq., at Shearman & Sterling, LLP, in New York,
reminds Judge Blackshear that Spiegel Inc., and its debtor-
affiliates filed their Plan of Reorganization on Feb. 18, 2005,
and a hearing to consider the adequacy of their Disclosure
Statement explaining the Plan is scheduled for March 29, 2005.

Concurrent with the recent filing of their Chapter 11 Plan and
the Disclosure Statement Hearing, the Debtors ask Judge
Blackshear to approve a set of uniform noticing, balloting,
voting and tabulation procedures to be used in connection with
asking creditors to vote to accept the Plan.

The Debtors ask the Court to establish March 29, 2005, as the
Record Date, which is the date that will separate creditors who
can vote from creditors who cannot.  Rule 3017(d) of the Federal
Rules of Bankruptcy Procedure provides that, for the purposes of
vote solicitation, "creditors and equity security holders will
include holders of stock, bonds, debentures, notes, and other
securities of record on the date the order approving the
disclosure statement is entered or another date fixed by the
court, for cause, after notice and a hearing."  Bankruptcy Rule
3018(a) contains a similar provision regarding determination of
the record date for voting purposes.

The Debtors will solicit votes from General Unsecured Claim
Holders in Class 4 and Convenience Claim Holders in Class 5.
Claims in Class 1 (Groveport Secured Claims), Class 2 (Other
Secured Claims) and Class 3 (Non-Tax Priority Claims) are
designated as unimpaired classes and, therefore, are conclusively
presumed to accept the Plan.  Equity interests in Class 6 are not
receiving distributions under the Plan and, thus, are
conclusively presumed to reject the Plan.

The Debtors intend to have Bankruptcy Services, LLC, to serve as
their official solicitation and tabulation agent.  Bankruptcy
Services will commence mailing the Solicitation Packages --
containing the order approving the Disclosure Statement, a notice
on the hearing to confirm the Plan, and a ballot, for impaired
classes, or a notice of non-voting status, for unimpaired classes
-- no later than one week after the Court enters an order
approving the Disclosure Statement.

Mr. Garrity relates that in order to be counted as a vote to
accept or reject the Plan, each Ballot must be properly executed,
completed, and transmitted to Bankruptcy Services so as to be
received no later than 4:00 p.m. (prevailing Eastern Time) on
May 5, 2005.

The Debtors have established standards and protocols for the
voting and tabulation of the Ballots:

   (1) Ballots voting to accept or reject the Plan must be
       "actually received" by Bankruptcy Services on or before
       the Voting Deadline.  The Ballots may be transmitted to
       Bankruptcy Services through:

       * mail by returning an original executed ballot to:

         Bankruptcy Services, LLC
         757 Third Avenue, 3rd Floor
         New York, New York 10017
         Attn: Spiegel, Inc., Balloting

       * a facsimile copy of an executed ballot which is faxed to
         (646) 282-2501 and received prior to the Voting Deadline
         will be effective as delivery of a manually executed
         ballot; or

       * a scanned copy of an executed ballot, saved in portable
         document format and attached to an e-mail that is sent
         to spiegelvote@bsillc.com

       Any Ballot actually received after the Voting Deadline
       will not be counted unless the Debtors will have granted
       in writing an extension of the Voting Deadline with
       respect to that Ballot.

   (2) If a holder of a claim submits more than one Ballot with
       respect to the same claim prior to the Voting Deadline,
       only the first Ballot actually received by BSI will count
       unless the Court orders that the holder has sufficient
       cause within the meaning of the Bankruptcy Rule 3018(a) to
       submit, or the Debtors consent to the submission of, a
       superseding Ballot.

   (3) If a claim holder casts simultaneous duplicative Ballots
       voted inconsistently, then those Ballots will be counted
       as one vote accepting the Plan.

   (4) The authority of the signatory of each Ballot to complete
       and execute that Ballot will be presumed.

   (5) Any Ballot that is not signed, is illegible or contains
       insufficient information to permit the identification of
       the claimant will not be counted.

   (6) Ballots transmitted electronically will be counted,
       provided that their requirements are fully complied with.

   (7) Ballots transmitted by facsimile will be counted.

   (8) A claimholder must vote the entire claim within one
       particular class under the Plan either to accept or reject
       the Plan, and may not split its vote with respect to the
       claim between more than one class, whether or not those
       claims are asserted against the same or multiple Debtors.
       Accordingly, a Ballot that partially rejects and partially
       accepts the Plan, or that indicates both a vote for and
       against the Plan, will be counted as one vote accepting
       the Plan.

   (9) Any Ballot that is timely received and duly executed but
       does not indicate whether the holder of the relevant claim
       is voting to accept or reject the Plan will be counted as
       a vote accepting the Plan.

  (10) Any Ballot cast by a person or entity that does not hold a
       claim in a class that is entitled to vote to accept or
       reject the Plan will not be counted.  Any Ballot cast for
       a claim scheduled as unliquidated, contingent, or disputed
       for which no proof of claim was timely filed will not be
       counted.

If any creditor seeks to challenge the allowance of its claim to
vote on the Plan, the Debtors ask the Court to direct that
creditor to file a motion for an order pursuant to Bankruptcy
Rule 3018(a) temporarily allowing its claim in a different amount
for voting purposes.  A Creditor's Voting Motion must be filed 10
days after the later of the date of service of the Confirmation
Hearing Notice and the date of service of notice of an objection,
if any, to that claim.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.


SUBURBAN PROPANE: S&P Puts B Rating on $250M Senior Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on retail propane and fuel oil distributor Suburban
Propane Partners L.P., and revised the outlook on the company to
negative from stable.

Standard & Poor's also assigned its 'B' senior unsecured rating to
the partnership's pending $250 million add-on to its 6.875% senior
unsecured notes due 2013.

Whippany, N.J.-based Suburban had $536.1 million of debt as of
Dec. 25, 2004, of which roughly 67% resides at Suburban Propane
L.P., the operating limited partnership.

"The outlook revision reflects the partnership's weaker operating
and financial performance due to high fuel costs and a warm
heating season," said Standard & Poor's credit analyst Andrew
Watt.

"If the partnership's marginal credit metrics do not improve in
the near term, a ratings downgrade could occur," said Mr. Watt.

Standard & Poor's also said that it changed its business profile
score on Suburban to '9' from '8', reflecting increased business
risk from participation in the fuel oil sector, as well as natural
gas and electricity marketing and heating, ventilation, and air
conditioning activities.

Standard & Poor's categorizes business profiles from '1' (strong)
to '10' (weak).

Other rating concerns include Suburban's master limited
partnership (MLP) structure, a highly leveraged financial profile
with weakening credit measures, exposure to weather, seasonal
demand patterns, and changing commodity prices, and acquisition
risk.

These concerns are only partially countered by the partnership's
large retail propane operations and the company's high percentage
ownership of customer tanks.


SUNSTATE EQUIPMENT: S&P Junks $175 Mil. Senior Secured Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Sunstate Equipment Co. LLC and its 'CCC+' rating,
two notches lower, to the company's proposed Rule 144-A (without
registration rights) $175 million senior secured notes (with a
second-priority lien) due 2012.  The outlook is stable.

The company will also enter a new unrated senior secured $150
million four-year revolving credit facility, secured by first-
priority liens, to fund future equipment purchases and working-
capital needs.  However, in arriving at the rating on the second-
lien notes a determination of the recovery prospects on the first-
lien facility was performed and indicated an expectation of full
recovery of principal but a negligible recovery of principal for
the second lien.  Both the unrated $150 million senior secured
revolving credit facility due in 2009 (first lien) and the $175
million senior secured notes due 2012 (second lien) are secured by
essentially all of the assets of the company including accounts
receivable, inventory, and equipment by first and second liens,
respectively.

Sunstate, based in Phoenix, Arizona, is a privately owned and
operated equipment rental company that started in 1977 and has
grown organically to 46 locations in eight states, mainly in the
Southwest including several fast-growing metropolitan areas,
including Phoenix and Las Vegas.  It will use the proceeds from
these notes to repay all existing debt outstanding, make a
distribution to the principal owner Michael Watts, and buy out
minority owners.

"The ratings are not expected to change in the intermediate term,
although the company will face challenges from ongoing competitive
conditions while saddled with a heavy debt burden," said Standard
& Poor's credit analyst John Sico.  "Sunstate will need to
maintain financial discipline and liquidity as it embarks on
growth objectives that include plans to diversify from its
concentrated base of operations."


TORCH OFFSHORE: Taps Bridge Associates as Restructuring Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave Torch Offshore, Inc., and its debtor-affiliates permission to
employ Bridge Associates LLC, as their chief restructuring
advisors.

Bridge Associates will:

   a) assist the Debtors with their daily operations and
      restructuring efforts, including negotiations with parties
      in interest;

   b) meet with the Debtors' senior management and financial staff
      to evaluate the Debtors' cash flow and liquidity and to
      propose and implement initiatives to conserve cash flow and
      improve liquidity;

   c) work with the Debtors' senior management to prepare and
      maintain a go forward budget to support their operations
      during restructuring under chapter 11;

  (d) work with the Debtors' senior management, sales and
      accounting staff to review and evaluate strategic options
      for effective deployment of the Debtors' assets, to ensure
      effective review of bidding procedures for future business,
      and to assist in the identification of cost reduction and
      corporate right-sizing opportunities;

   e) assist the Debtors and their investment bankers with the
      development of strategies for refinancing the Debtors, on
      any potential business combinations and assist in
      negotiating with potential investors;

   g) assist the Debtors' senior management in connection with
      evaluating and negotiating any debtor-in-possession
      financing, in determining and implementing appropriate
      staffing levels at the corporate offices and in the field,
      and in identifying and negotiating the sale and alternative
      disposition of the Debtors' assets, business units or
      operations;

   h) assist senior management in developing and executing
      negotiating strategies for dealing with senior debt holders,
      trade debt and other parties in interest, and attend
      meetings with the Debtors' senior management and Board of
      Directors; and

   i) provide all other financial, operational and restructuring
      advisory services that are necessary in the Debtors' chapter
      11 cases

Carl H. Young, III, a Managing Director at Bridge Associates,
discloses that the Firm received a $150,000 retainer.  Mr. Young
charges $400 per hour for his services.

Other professionals performing services to the Debtors are Anthony
H. N. Schnelling charging $450 per hour, David Phelps charging
$400 per hour, and Chad Peterson charging $250 per hour.

Mr. Young reports Bridge Associates' professionals bill:

    Designation                            Hourly Rate
    -----------                            -----------
    Managing Directors/Directors           $300 - $450
    Senior Associates/Senior Consultants   $250 - $300
    Associates/Consultants                 $200 - $275

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

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $201,692,648 in total assets and $145,355,898 in total
debts.


TOUCH AMERICA: Plan Trustee Has Until June 3 to Object to Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extends the
deadline before which Chanin Capital Partners -- the Plan Trustee
appointed to facilitate the liquidation of Touch America Holdings,
Inc., and its debtor-affiliates' estates pursuant to their
confirmed Amended Liquidating Chapter 11 Plan -- can object to
proofs of claim filed against the Debtors until June 3, 2005.

The Plan Trustee has already objected to 595 of the 1,000 claims
filed against the Debtors' estates.  The extension will give the
Trustee more time to thoroughly review and evaluate the remaining
claims.  Also, the Trustee continues to negotiate for a consensual
resolution of many disputed claims.

                       Removal Period

As reported in the Troubled Company Reporter on March 16, 2005,
the Plan Trustee has until July 28, 2005 to remove prepetition
lawsuits and other actions and related proceedings to the District
of Delaware pursuant to Section 1452 of the Bankruptcy Code and
Bankruptcy Rule 9027.

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


TOYS 'R' US: Bain, KKR & Vornado Buying Retailer for $6.6 Billion
-----------------------------------------------------------------
Bain Capital, Kohlberg Kravis Roberts and Vornado Realty have
agreed to acquire Toys 'R' Us for $6.6 billion excluding debt,
bringing an end to a seven-month auction process.  The Bain-KKR-
Vordado deal topped a competing bid for the company from a group
led by Cerberus Capital Management.

As reported in the Troubled Company Reporter on Aug. 16, 2004,
Fitch Ratings placed its 'BB' rating on Toys 'R' Us' senior notes.
"TOY has not been able to gain sales traction in its U.S. toy
stores despite completing a major remodeling program in 2002 and
adding exclusive merchandise to its offerings.  The U.S. toy
segment's comparable store sales were down 5.6% in the first
quarter of 2004, following three consecutive years of negative
comparable store sales.  Slow sales reflect competition from the
discounters as well as a drop in video game sales and a lack of
hot toys to drive store traffic," Fitch said at that time.

Under the terms of the sale agreement, the investment group will
acquire all of the outstanding shares of Toys "R" Us, Inc. for
$26.75 per share, representing a transaction value of $6.6 billion
plus the assumption of debt. Each of the investors will own equal
stakes in the company upon completion of the transaction.

John Eyler, Chairman and Chief Executive Officer of Toys "R" Us,
said, "We are pleased to announce this transaction, which brings
our strategic review to a very successful conclusion.  There was
competition among bidders during the review process, and the
acquisition price reflects the compelling value of the global Toys
"R" Us and Babies "R" Us operations and assets."

Mr. Eyler continued, "During the course of our strategic review,
we redefined our business model and sharpened our competitive
position.  This enabled us to strengthen the value we provide to
our customers, and we were rewarded with market share gains this
past holiday season.  We believe that our new financial partners
will help us build on this momentum and we look forward to a
successful future as a leading toy and baby products retailer."

"Toys "R" Us and Babies "R" Us are premiere franchises with strong
global brand recognition and a collection of high quality product
offerings including toys, children's apparel, and baby products
and accessories," stated Matt Levin, a Managing Director at Bain
Capital.  "We are excited by the prospect of partnering with the
management team and employees to strengthen the long-term
operating and financial performance of the businesses."

"We are delighted to be partners with Bain and KKR, and look
forward to building significant value for our investors," said
Steve Roth, Chairman and Chief Executive Officer of Vornado.

"We are delighted to be joining forces with Vornado, Bain Capital
and the employees and management of the company to realize the
full potential of the Toys "R" Us and Babies "R" Us businesses and
brands in the U.S. and internationally," said Michael M. Calbert,
a Director at KKR.  "We look forward to building on the many
strengths of the company to make the stores a better place to shop
and work."

Completion of the deal is contingent on regulatory review and
approval by the shareholders of Toys "R" Us, Inc. and is expected
to occur by July.

Credit Suisse First Boston LLC acted as the exclusive financial
advisor to Toys "R" Us, Inc. in connection with the strategic
review and this transaction.

Simpson Thacher & Bartlett LLP acted as legal advisor to Toys "R"
Us, Inc. and Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates
acted as legal advisor to the Board of Directors of Toys "R" Us,
Inc.

                        About Toys "R" Us

Toys "R" Us is one of the leading specialty toy retailers in the
world.  Currently it sells merchandise through 1,500 stores,
including 681 toy stores in the U.S. and 601 international toy
stores, including licensed and franchise stores as well as through
its Internet sites at http://www.toysrus.com/and
http://www.imaginarium.comand http://www.sportsrus.com/

Babies "R" Us is the largest baby product specialty store chain in
the world and a leader in the juvenile industry, and sells
merchandise through 218 stores in the U.S. as well as on the
Internet at http://www.babiesrus.com/

                          About Vornado

Vornado Realty Trust -- http://www.vno.com/-- is a fully
integrated real estate company and one of the largest REITs in the
nation, with an enterprise value of $17 billion and owning and/or
managing approximately 87 million square feet of real estate.
Vornado owns and operates office, retail, and showroom properties
with a large concentration in the NY Metro area and in the
Washington, DC and Northern Virginia area.

                        About Bain Capital

Bain Capital -- http://www.baincapital.com/-- is a global private
investment firm that manages several pools of capital including
private equity, high-yield assets, mezzanine capital and public
equity with more than $24 billion in assets under management.
Since its inception in 1984, Bain Capital has made private equity
investments and add-on acquisitions in over 225 companies around
the world, including such leading retailers and consumer companies
as Staples, Domino's Pizza, Burger King, and Dollarama.
Headquartered in Boston, Bain Capital has offices in New York,
London and Munich.

                            About KKR

KKR is one of the world's oldest and most experienced private
equity firms specializing in management buyouts, with offices in
New York, Menlo Park, California and London.  Over the past three
decades, KKR has invested in 11 transactions in the retail sector
in North America and Europe, representing over $17 billion of
aggregate value, covering a broad range of channels including
supermarkets, consumer drugstores, and specialty retail.  For more
information, visit http://www.kkr.com/


TOYS 'R' US: Fitch May Downgrade Rating Due to Kohlberg Sale
------------------------------------------------------------
Based on current information, Fitch Ratings believes that Toys 'R'
Us, Inc. could be downgraded, and possibly into the 'B' category,
following the sale of the company to a joint venture formed by
affiliates of Kohlberg Kravis Roberts & Co., Bain Capital Partners
LLC, and Vornado Realty Trust.

This investor group has agreed to acquire TOY for $6.6 billion and
assume TOY's debt, which totals approximately $2.3 billion. TOY's
senior notes are currently rated 'BB' by Fitch and remain on
Rating Watch Negative, where they were placed in August 2004.
It is currently expected that the acquisition will be financed
with a material debt component.  Vornado separately announced this
morning that it will be investing $450 million for a one-third
interest in the acquiring joint venture, implying a total equity
component of $1.35 billion.  This, in turn, implies a debt
component of the purchase price in excess of $5 billion.

This amount of debt would push TOY's adjusted debt/EBITDAR to
around nine times on a pro forma basis from around 5.0 times in
the twelve months ended Oct. 30, 2004.  It is possible that the
company will raise additional equity or engage in asset sales,
with the proceeds used to reduce acquisition debt.  Nonetheless,
the Rating Watch Negative status reflects the expectation that
without a significant equity component to the financing, a
downgrade of potentially several notches would likely be
warranted.  Fitch will base its final rating decision on an
assessment of the structure and financial profile of the acquiring
entity.  Fitch will also continue to evaluate trends in TOY's
operations, which remain pressured by competition from the
discounters and general weakness in toy retailing.


TOYS 'R' US: Moody's Reviews Low-B Ratings for Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the long-term ratings of Toys "R"
Us, Inc. (senior implied at Ba1), as well as its SGL-1 speculative
grade liquidity rating, on review for possible downgrade.  This
review action results from today's announcement that Toys "R" Us,
Inc. has agreed to be acquired for $6.6 billion plus the
assumption of all debt by a consortium consisting of Kohlberg
Kravis Roberts & Co., Bain Capital Partners LLC, and Vornado
Realty Trust.

Ratings placed on review for possible downgrade:

   1. Senior implied rating at Ba1;
   2. Senior unsecured issuer at Ba2;
   3. Senior unsecured notes rating at Ba2, and
   4. Speculative grade liquidity rating of SGL-1.

At present, little is known about the proposed capital structure
for Toys post-closing of the acquisition, although it is likely
that leverage will increase, perhaps very significantly.

Additionally, little is known with respect to the future strategic
plan of the new owners, including potential real estate
divestitures and sales of divisions, as well as the potential
implications of Bain's present ownership of the challenged Kay-Bee
Toys chain.  While existing bond indentures permit pledging of
unlimited amounts of inventory, and do not contain change of
control provisions, in the event any other assets, including real
estate, are pledged as collateral to secure in excess of roughly
$1 billion in additional borrowings, the existing unsecured
bondholders would share pari passu in that incremental excess
collateral.



TRIANGLE MACHINE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Triangle Machine & Manufacturing Company, Inc.
        PO Box 9
        Hurst, Texas 76053

Bankruptcy Case No.: 05-42662

Type of Business: The Debtor manufactures fishing accessories.
                  See http://www.fishingworld.com/CycloneWinder/

Chapter 11 Petition Date: March 16, 2005

Court:  Northern District of Texas (Ft. Worth)

Judge:  Russell F. Nelms

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Charles Womack                                $400,000
11500 South Pipeline
Euless, TX 76040

Lee Bonham                                    $400,000
11500 South Pipeline
Euless, TX 76040

Weber Metals, Inc.                             $65,525
PO Box 318
Paramount, CA 90723

The Roberts Law Firm                           $64,671
240 Long Road, Suite 230
Chesterfield, MO 63005

Constellation New Energy                       $49,792
P.O. Box 200187
Dallas, TX 75320-0187

Earle M. Jorgensen Steel                       $47,008
2030 West Commerce Street
Dallas, TX 75265

Lafleur Petroleum Services                     $36,386
1810 Banks Drive
Weatherford, TX 76087-9430

Quality Plating Company                        $34,595
2665 North Darlington
Tulsa, OK 74115-2809

K.D. CNC Machining                             $31,785
2135 Webb Lynn Road, Suite A
Arlington, TX 76018

RHW Metals Inc.                                $28,982
P.O. Box 3489
Fort Worth, TX 76133

Metal Tek International                        $27,300
Box 68-9827
Milwaukee, WI 53268-9827

Tradco, Inc.                                   $26,514
PO Box 1092
Washington, MO 63090

Chapdelaine & Associates, Inc.                 $25,768
P.O. Box 972619
Dallas, TX 75397-2619

JC Tool Supply                                 $23,862
P.O. Box 1018
Hurst, TX 76053

Accurate Weld, Inc.                            $20,560
2736 St. Louis
Fort Worth, TX 76110

Resource Metals                                $17,164
14311 Reeveston Road
Houston, TX 77039

Aluminum Precision Product                     $16,509
3333 West Warner Avenue
Santa Ana, CA 92704-5316

A.J. Rod Company, Ltd.                         $16,443
P.O. Box 9125
Houston, TX 77261-9125

Trident Company                                $15,716
PO Box 951835
Dallas, TX 75395-1835

Rheaco                                         $13,800
1801 West Jefferson Street
Grand Prairie, TX 75051


TROPICAL SPORTSWEAR: Taps Alvarez & Marsal as Financial Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Tropical Sportswear Int'l Corporation and its debtor-affiliates
permission to employ Alvarez & Marsal, LLC, as their financial and
restructuring advisors.

Alvarez & Marsal will:

   a) provide consulting services to the Debtors' Chief Executive
      Officer and Board of Directors in connection with efforts to
      improve the Debtors' financial and operating performance;

   b) assist in evaluating the Debtors' current business plan,
      prepare a revised operating plan and cash flow forecast and
      present that operating plan and forecast to the Debtors'
      Board of Directors;

   c) assist in identifying cost reduction and operations
      improvement opportunities, and assist in financing issues
      including preparation of reports, and communicate with the
      Debtors' creditors and other constituents;

   d) assist in other restructuring proposal activities that will
      be presented to the Chief Executive Officer and Board of
      Directors;

   e) assist in the overview of the Debtors' organization and
      operating procedures, in interaction with the Debtors'
      parties in interest and attend meetings with the Debtors'
      counsel;

   f) advise the Debtors in the formulation of an employee
      retention incentive plan, prepare hypothetical liquidations
      analyses, and review and analyze the transactions with
      insiders, related parties and affiliates;

   g) assist the Debtors in preparing various financial reporting
      documentation, in the preparation of a plan of
      reorganization, and in providing expert testimony in support
      of the Debtors; and

   h) provide all other financial and restructuring advisory
      services that are necessary in the Debtors' chapter 11
      cases.

Peter A. Briggs, a Managing Director at Alvarez & Marsal, charges
$610 per hour for his services.  Mr. Briggs discloses that the
Firm received a $400,000 retainer.

Other professionals performing services to the Debtors are William
Johnsen, charging $475 per hour, and Eric Scanlan, charging $325
per hour.

Mr. Briggs reports Alvarez & Marsal's professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Managing Director    $475 - $650
    Director             $375 - $475
    Associate            $275 - $350
    Analyst              $200 - $250

Mr. Briggs reports that the Firm's compensation consist of a
Transaction Fee equal to 1% of the Total Consideration relating to
the sale, in part or in whole of any of the Debtors' assets.

Alvarez & Marsal assures the Court that it does not represent any
interest adverse to the Debtor or their estates.

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- designs, produces and markets branded
branded apparel products that are sold to major retailers in all
levels and channels of distribution.  The Company and its
debtor-affiliates filed for chapter 11 protection on Dec. 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.


UAL CORP: Wants to Walk Away From Three Boeing Aircraft Leases
--------------------------------------------------------------
UAL Corporation and its debtor-affiliates seek Judge Wedoff's
permission to abandon three Boeing 737-522 Aircraft and Engines
bearing Tail Nos. N916UA, N917UA and N920UA.  U.S. Bank is the
Security Trustee for all three Aircraft, which are currently
parked at Timco Aviation Services in Goodyear, Arizona.

The Debtors need to maximize their fleet utility at the lowest
possible cost.  James H.M. Sprayregen, Esq., at Kirkland &
Ellis, reports that the Debtors analyzed several aircraft
financings and considered the financing structure and related
equipment in light of the projected demand for air travel, flight
schedules, maintenance requirements, labor costs and other
business factors.

The Debtors own the Aircraft and Engines.  The Debtors financed
the Aircraft and Engines through the issuance of Notes.  The
Aircraft and Engines secure the Notes.  After careful review, the
Debtors determined that these Aircraft and related Engines are
burdensome to their estates.  The financing terms exceed the
current market value and the payment obligations far outweigh the
benefits that the Debtors receive from using the Aircraft.

Mr. Sprayregen asks the Court to expedite the effectiveness of
the abandonments to minimize the administrative claims the
financiers and other parties may assert against the Debtors'
estate.

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)


VARTEC TELECOM: Court Okays DeSoto Asset Sale to Regional Mgt.
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorizes Vartec Telecom, Inc., and its debtor-affiliates to sell
a 4.1686-acre tract of vacant land located at 1006 East Pleasant
Run Road in DeSoto, Texas, to Regional Management, Inc., for
$455,000.

The Court also authorizes the Debtors to pay two real estate
agents.  Options Real Estate Investments, Inc. -- VarTec's agent
-- and Quine & Associates, Inc. -- Regional's agent, will split a
6% brokerage commission when the sale closes.

                  Other Pending Asset Sale

The Debtors also sought the Court's authority to sell these
assets:

     * Addison I -- a 136,000 square foot, one and two-story
       office building complex with 1,023 parking spaces, located
       at 16675 Addison Road, and

     * Addison II -- a 180,400 square foot office and warehouse
       building with 599 parking spaces, located at 4550 Excel
       Parkway,

to SPI IH II, L.P., for $12.5 million.  SPI agreed to lease back
certain spaces in both Addison I and Addison II, which will save
the Debtors from incurring significant expenses related to
immediately vacating the Addison locations.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VENTURE HOLDINGS: Taps Rothschild Inc. as Investment Bankers
------------------------------------------------------------
Venture Holdings Company LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan for
permission to retain Rothschild Inc. and certain of its affiliates
as their investment bankers pursuant to Sections 327(a) and 328(a)
of the Bankruptcy Code, nunc pro tunc to Jan. 28, 2005.

The Debtors selected Rothschild Inc. because they believe it is
highly qualified and able to represent them in a cost-effective,
efficient and timely manner.

Rothschild Inc. is expected to:

   a) advise the Debtors with respect to the potential sale
      involving some or substantially all of their assets;

   b) advise the Debtors in analyzing and structuring a Sales
      Transaction involving their assets and identify and contact
      parties interested in a possible Transaction;

   c) assist the Debtors in preparing a Confidential Information
      Memorandum describing the Debtors' financial position and
      operations for distribution to parties involved in a
      potential Transaction;

   d) participate on the Debtors' behalf in negotiations
      concerning a Transaction and also participate in hearings
      before the Bankruptcy Court and provide relevant testimony
      with respect to matters related to a Transaction; and

   e) provide all other investment banking and financial advisory
      services that Rothschild Inc., and the Debtors will agree
      from time to time.

Michael Barr, a Managing Director at Rothschild Inc., discloses
that the Firm received a $200,000 Retainer Fee.

Mr. Barr reports Rothschild Inc.'s terms of compensation:

   a) an Advisory Fee of $800,000 payable no later than April 30,
      2005, except in the event that the Debtors suspended or
      terminated the sale process for the Debtors' assets before
      Feb. 28, 2005;

   b) upon the consummation of a Sales Transaction, a Transaction
      Fee equal to 1% of the amount of Consideration involved in
      the Transaction, however, if the existing bank debt holders
      as a group exchange or convert debt to equity of the
      Debtors, Rothschild will be entitled to a Transaction Fee
      equal to 5% of the Consideration to be determined by the
      highest bona fide offer received during the sale process,
      subject to a minimum Fee of $1 million;

   c) in the event a Transaction is consummated during the term of
      Rothschild's engagement for substantially all of the Debtors
      and its affiliates, the Retainer Fee and Advisory Fee will
      be credited against the Transaction Fee; and

   d) in the event that a Transaction is not consummated and the
      Debtors receive a Break-Up Fee or other expense
      reimbursement, the Debtors will pay Rothschild a fee equal
      to 50% of the Break-Up Fee, subject to a maximum amount
      equal to the Transaction Fee.

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

Headquartered in Fraser, Michigan, Venture Holdings Company and
its debtor-affiliates filed for chapter 11 protection (Bankr. E.D.
Mich. Case No. 03-48939) on March 28, 2003.  Deluxe Pattern
Corporation and its debtor- affiliates filed for chapter 11
protection on May 24, 2004 (Bankr. E.D. Mich. Case No. 04-54977).
Together, Venture and Deluxe are part of a worldwide full-service
automotive supplier, systems integrator and manufacturer of
plastic components, modules and systems.  As of March 31, 2002,
the Debtors had total assets of $1,459,834,000 and total debts of
$1,382,369,000.


WEIRTON STEEL: Trustee Wants Until April 15 to Object to Claims
---------------------------------------------------------------
The Weirton Steel Corporation Liquidating Trustee asks the U.S.
Bankruptcy Court for the Northern District of West Virginia to
extend, through April 15, 2005, the deadline to object to claims
filed by:

   (i) National Steel Corporation,

  (ii) the United States Environmental Protection Agency/
       Department of Justice, and

(iii) active salaried employees as of April 1, 2004, asserting
       retiree benefits.

Mark E. Freedlander, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, relates that the Liquidating Trustee has continued
to diligently prosecute and negotiate administrative claims
objections.  However, due to the volume of asserted claims, the
continuous filing of late administrative claims, protracted
negotiations, and the corresponding litigation processes, the
Liquidating Trustee has not finally resolved the Remaining Claims
and requires a brief additional period of time to do so.

Absent an extension of the Claim Objection Deadline, the
Liquidating Trustee will be compelled to file objections to the
Remaining Claims without having adequate opportunity to amicably
resolve the many outstanding administrative claims disputes.
Certain of the Remaining Claims are subject to agreements in
principle regarding the terms of settlement, and the filing of an
objection to the claims at this time could jeopardize the
Liquidating Trustee's ability to finalize and consummate the
settlements, Mr. Freedlander tells the Court.

                         *     *     *

The Court will hold a telephonic hearing on April 19, 2005, to
consider the Trustee's request.  Judge Friend issues a Bridge
Order extending the Claim Objection Deadline as to the claims
filed by National Steel, EPA and certain active employees,
pending entry of a final order on the Trustee's request.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share. The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward
Friend, II administers the Debtors' cases.  Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP, represent the Debtors in their
liquidation.  Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group.  Weirton's confirmed Plan
of Liquidation became effective on Sept. 8, 2004. (Weirton
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WEIRTON STEEL: Trust Wants to Sell L/C Refund Right to Fletcher
---------------------------------------------------------------
As part of the closing of the sale of Weirton Steel Corporation's
assets, an irrevocable standby letter of credit totaling $400,000
was cash collateralized at 110%, or a total of $440,000, with
Fleet Capital Corporation, the Agent for the Debtor's
Postpetition Facility.  The Letter of Credit was for the benefit
of the U.S. Department of Labor, Insurance and Assessment
Section, Employment Standards Administration, Office of Workers'
Compensation Programs, Division of Longshore and Harbor Worker's
Compensation.

Mark E. Freedlander, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, relates that the Letter of Credit collateralized
past and future claims against Weirton and not its successor, the
Liquidating Trust, relating to Workers' Compensation that arise
under the Longshore and Harbor Workers' Compensation Act.

After the Closing, the U.S. Labor Department drew the Letter of
Credit and collected $400,000 from Fleet Capital.  The
Liquidating Trust received from Fleet Capital $37,058 of
collateral in excess of the Letter of Credit value for Weirton's
benefit.

The U.S. Labor Department has the right to retain the Collateral
for a reasonable period of time to satisfy any valid Longshore
Workers' Compensation claims that may be asserted.  The U.S.
Labor Department has informed the Liquidating Trust that it is
their practice to hold the Collateral for three to five years
after the cessation of an entity's business subject to Longshore
Workers' Compensation.  Any remaining Collateral that exists
three to five years after the last Longshore Workers'
Compensation claim is filed will be refunded to the Liquidating
Trust.

Against this backdrop, the Liquidating Trust seeks the Court's
authority to sell its Contingent Refund Right to Robert C.
Fletcher, the Trustee of the Liquidating Trust, for $50,000, free
and clear of any liens, claims, encumbrances and other interests.

Mr. Freedlander asserts that the prompt sale of the Contingent
Refund Right will realize the maximum value from the Liquidating
Trust's contingent interest in the Collateral.

Due to the potential amount of the Contingent Refund Right, the
Liquidating Trustee cannot make a final distribution to creditors
until the Contingent Refund Right is administered.  Due to the
three to five year timeframe established by the U.S. Labor
Department before the release of the remainder of the Collateral,
the Liquidating Trust cannot be terminated until it either
recovers the Collateral or administers the Contingent Refund
Right.

The Trust believes that the fact that Mr. Fletcher is the
Liquidating Trustee does not preclude the Court from making the
determination that Mr. Fletcher is a good faith purchaser under
Section 363(m) of the Bankruptcy Code.  Mr. Freedlander assures
the Court that the proposed sale is not tainted by any fraud or
impropriety.  There has been full disclosure of the proposed sale
by the filing of the request.

Mr. Freedlander notes that the proposed sale will permit the
Liquidating Trustee to fully administer its assets by mid-2005 as
scheduled, and obtain a final decree and terminate the
Liquidating Trust.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share.  The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward
Friend, II administers the Debtors' cases.  Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP, represent the Debtors in their
liquidation.  Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group.  Weirton's confirmed Plan
of Liquidation became effective on Sept. 8, 2004. (Weirton
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WELLS FARGO: Fitch Places Low-B Ratings on Two Mortgage Certs.
--------------------------------------------------------------
Fitch rates Wells Fargo mortgage pass-through certificates, series
2005-AR6:

    -- $975,359,100 classes A-1 and A-R (senior certificates)
       'AAA';

    -- $11,504,000 class B-1 'AA';

    -- $5,502,000 class B-2 'A';

    -- $3,002,000 class B-3 'BBB';

    -- $2,000,000 class B-4 'BB';

    -- $1,501,000 class B-5 'B.'

The 'AAA' rating on the senior certificates reflects the 2.50%
subordination provided by the 1.15% class B-1 certificates, the
0.55% class B-2 certificates, the 0.30% class B-3 certificates,
the 0.20% privately offered class B-4 certificates, the 0.15%
privately offered class B-5 certificates, and the 0.15% privately
offered class B-6.

Classes B-1, B-2, B-3, B-4, and B-5 are rated 'AA,' 'A,' 'BBB,'
'BB,' and 'B,' respectively, based on their respective
subordination.  The class B-6 certificates are not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the servicing capabilities of
Wells Fargo Bank, N.A. ([WFB]; rated 'RPS1' by Fitch).

The transaction is secured by one pool of mortgage loans, which
consist of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately 10 years.  Thereafter, the
interest rate will adjust on an annual basis to the sum of the
weekly average yield on U.S. Treasury Securities adjusted to a
constant maturity of one year and a gross margin.  Approximately
2.30% of the aggregate mortgage loans are interest only loans,
which require only payments of interest until the month following
the first adjustment date.

The mortgage loans have an aggregate principal balance of
approximately $1,000,369,046 as of the cut-off date (March 1,
2005), an average balance of $559,804, a weighted average
remaining term to maturity -- WAM -- of 357 months, a weighted
average original loan-to-value ratio -- OLTV -- of 66.10% and a
weighted average coupon -- WAC -- of 5.319%.  Rate/Term and
cashout refinances account for 33.01% and 13.41% of the loans,
respectively.  The weighted average FICO credit score of the loans
is 744.

Owner occupied properties and second homes comprise 94.47% and
5.53% of the loans, respectively.  The states that represent the
largest geographic concentration are:

         * California (44.39%),
         * New York (5.35%), and
         * Illinois (4.45%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003, entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation -- WFASC, a special purpose
corporation, who deposited the loans into the trust.  The trust
issued the certificates in exchange for the mortgage loans.  WFB
will act as servicer, master servicer and custodian, and Wachovia
Bank, N.A. will act as trustee and paying agent.  For federal
income tax purposes, an election will be made to treat the trust
as a real estate mortgage investment conduit.


WESTCHESTER COUNTY: S&P Pares $113M Sr.-Lien Bond Rating to B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating three
notches to 'B' from 'BB' on $113 million of Westchester County
Health Care Corp., New York's senior-lien bonds.  The outlook
on the rating is negative.  In addition, Standard & Poor's
affirmed its 'AAA' rating on $138 million of the corporation's
subordinate-lien debt, which is guaranteed by Westchester County
(rated 'AAA').

"The lowered rating reflects the corporation's inability to
measurably close the operating gap through management actions,
resulting in a growing realization that WCHCC will not be
able to survive without direct government subsidies," said
Standard & Poor's credit analyst Liz Sweeney.

The need for government support comes at a time when the parties
from which WCHCC is looking to receive support -- Westchester
County, New York State, and the federal government -- are all
struggling with their own budget issues.  Although there is a
proven willingness to assist WCHCC's survival, the timing
is unfortunate for WCHCC.  In addition, the gap that WCHCC is
asking for support in filling has grown considerably during the
last year to $100 million, making it more of a strain on the
supporting parties.  Liquidity remains critically low, and is not
likely to carry WCHCC beyond the next few months, so a solution of
some kind will be necessary this year.

The rating is in the 'B' category and the outlook is negative
because it is uncertain if, and when, a government support package
will be secured, and whether the solution will be long-term or
temporary.  In addition, it is Standard & Poor's view that a
hospital that is reliant on government support for viability will
not be allowed to operate with the kind of operating flexibility,
profitability, and liquidity expected of higher rated entities.

The lowering of the rating affects $113 million of senior-lien
debt, which is backed by a revenue pledge of Westchester Medical
Center.  The rating action does not affect the $138 million
subordinate-lien debt, which is rated 'AAA', based on a guarantee
of Westchester County.  The county is rated 'AAA'. However, the
rating on the county will continue to be evaluated in light of the
county's guarantees on behalf of the corporation and its current
and future support for the corporation.

Management is adept at managing with a minimal amount of cash and
has not missed any debt payments.  However, a pension contribution
of $14.5 million that was due in December 2004 was deferred, and
must be paid by May 2005.

Another $20 million payment will be due by February 2006.  WCHCC
is not likely to be able to make those payments while operating
with a $60 million loss from operations.  Management estimates
that it could run out of cash within a couple of months without
outside support.  The future direction of the rating will
likely hinge on the corporation's ability to demonstrate a long-
term, predictable, and measurable solution to the question of
government support.


WINN-DIXIE: Buffalo Rock Wants to Transfer Cases to Florida
-----------------------------------------------------------
Buffalo Rock Company asks the U.S. Bankruptcy Court for the
Southern District of New York to transfer Winn-Dixie Stores, Inc.,
and its debtor-affiliates' Chapter 11 cases to the U.S. Bankruptcy
Court for the Middle District of Florida, Jacksonville Division,
or any other district in the southeastern United States where
venue would be appropriate under Section 1408 of the Judiciary
Code.

Section 1408 sets forth the eligibility for a debtor to file for
bankruptcy within a particular venue.

Robert B. Rubin, Esq., at Burr & Forman LLP, in Birmingham,
Alabama, explains that while at first glance the Debtors may
technically meet the requirements for venue in the U.S.
Bankruptcy Court for the Southern District of New York, on deeper
examination into the facts underlying the Debtors' eligibility,
it is apparent that the Debtors "manufactured" venue in the New
York Court through machinations shortly before the Petition Date.

According to Mr. Rubin, it appears that the basis for the venue
of the Debtors' bankruptcy cases in New York is by virtue of
Dixie Stores, Inc., the first-filed bankruptcy case.  Dixie
Stores is a wholly owned subsidiary of Winn-Dixie Stores, Inc.,
the ultimate parent company among the Debtors.  The Debtors have
selected venue in the Southern District of New York's Bankruptcy
Court for the other Winn-Dixie entities by virtue of the other
Debtors' status as "affiliates" of Dixie Stores.

On February 9, 2005, 12 days prior to the Petition Date, Dixie
Stores was incorporated in New York.  The legal counsel that
performed the incorporated was Skadden, Arps, Meagher & Flom LLP,
lead bankruptcy counsel for the Debtors.  Given the significant
amount of prior preparation that an orderly Chapter 11 bankruptcy
filing takes, it is clear that the Debtors have been in
preparation for filing their Chapter 11 cases in advance of the
February 9, 2005, incorporation of Dixie Stores, Inc.

Mr. Rubin asserts that the only reasonable conclusion to be drawn
is that the Debtors have engaged in blatant forum shopping in an
effort to neutralize creditor involvement in their Chapter 11
cases.  The Debtors know the geographical location of the body of
their creditors.  Of the 40 largest trade creditors and the 10
largest institutional creditors listed by the Debtors, only one
creditor is from the state of New York.  By requiring creditors
to participate in a distant court, the Debtors seek to minimize
the creditors' impact on the Debtors' restructuring efforts.
Venue in New York virtually ensures that the creditors will be
disenfranchised from complete and effective participation in the
Debtors' bankruptcy cases.

"The Debtors are taking advantage of the fact that absent full
and vigorous involvement by the broad range of creditor
constituencies in these cases, they will be able to advance their
own interests (and potentially the interests of unknown others)
at the expense of their creditors, not to mention the goals and
policies of the Bankruptcy Code," Mr. Rubin says.

The venue of the Debtors' bankruptcy cases is improper due to the
manufacture of venue via last minute, prepetition machinations.
However, even if the Court finds that the Debtors' prepetition
"manufacture" of eligibility is valid, the convenience of the
parties and the interest of justice dictate that the Court
transfer the Debtors' Chapter 11 cases to the most appropriate
venue -- the Middle District of Florida.

Mr. Rubin asserts that to retain the Debtors' cases in New York
would reward the blatant forum shopping engaged in by the Debtors
while simultaneously hindering the abilities of the Debtors'
creditors to effectively participate in the proceedings and
increasing the costs of bankruptcy administration.

The Debtors' bankruptcy cases have few, if any, relationships to
the state of New York absent the last minute incorporation of a
shell company.  If the Court does not grant Buffalo Rock's
request, then the result would be to effectively allow any debtor
to file in any district, no matter their level of contact with
that district.

Buffalo Rock, a beverage bottler headquartered in Birmingham,
Alabama, sells its products in Georgia, Alabama, and Florida.
Buffalo Rock asserts that the Debtors owe it $2,800,000 as of the
Petition Date.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  David J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WINN-DIXIE: Court Gives Final Nod on $800 Million DIP Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court has granted final approval for the
Winn-Dixie Stores, Inc.'s $800 million debtor-in-possession credit
facility from Wachovia Bank, N.A.  The DIP credit facility, which
replaces the Company's previous $600 million credit line, will be
used to supplement the Company's cash flow during the
reorganization process.

The Court also granted final approval for a number of other court
filings known as "First Day Motions" this week.  The orders
granted by the Court will help the Company continue to operate its
business during the reorganization process.

On Feb. 21, 2005, as part of its voluntary filing to reorganize
under Chapter 11, Winn-Dixie filed more than 25 First Day Motions
to support its associates and vendors, together with its customers
and other stakeholders.  At hearings this week, Judge Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of
New York granted final approval of the Company's request to:

   * continue payment of salaries, wages and health and welfare
     benefits to associates as normal;

   * pay vendors for goods and services provided on or after
     Feb. 22, 2005; and

   * continue honoring obligations to its customers under the
     Company's Customer Reward Card program.

All Winn-Dixie stores in the U.S. and the Bahamas are open and
conducting business as usual. Peter Lynch, President and Chief
Executive Officer, said: "We are continuing to make good progress
in our reorganization case.  A seven-member creditors' committee
has now been formed and, along with its financial and legal
advisors, is actively engaged in the proceedings.  We look forward
to a cooperative and productive relationship with them as we
continue to take steps to strengthen our business."

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  David J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WINN-DIXIE: Wants to Employ Togut Segal as Conflicts Counsel
------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of New York to
employ Togut, Segal & Segal LLP as their conflicts counsel, nunc
pro tunc to February 28, 2005.

Togut will handle matters that the Debtors may encounter which
are not appropriately handled by the Debtors' bankruptcy counsel,
Skadden, Arps, Slate, Meagher & Flom LLP, because of a potential
or actual conflict of interest, or alternatively which can be
more efficiently handled by Togut.  This will avoid unnecessary
litigation and reduce the overall expense of administering the
Debtors' Chapter 11 cases.

The Debtors have selected Togut because of its experience in
business reorganizations under Chapter 11 of the Bankruptcy Code.
In addition, Togut possesses extensive expertise, experience and
knowledge practicing before the Court.  Togut has been actively
involved in major Chapter 11 cases.

As the Debtors' conflicts counsel, Togut will:

    (a) advise the Debtors regarding their powers and duties as
        Debtors-in-Possession in the continued management and
        operation of their businesses and properties;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

    (c) take necessary action to protect and preserve the Debtors'
        estates, including prosecuting actions on the Debtors'
        behalf, defending any action commenced against the Debtors
        and representing the Debtors' interests in negotiations
        concerning litigation in which the Debtors are involved,
        including, but not limited to, objections to claims filed
        against the estates;

    (d) prepare on the Debtors' behalf motions, applications,
        answers, orders, reports and papers necessary to the
        administration of the estates;

    (e) advise the Debtors in connection with any potential sale
        of assets;

    (f) appear before the Court and any appellate courts and
        protect the interests of the Debtors' estates before these
        courts; and

    (g) perform other necessary legal services and provide other
        necessary legal advice to the Debtors in connection with
        the Debtors' Chapter 11 Cases.

The Debtors will pay Togut according to these hourly rates:

         Partners                       $630 to $765
         Paralegals and Associates      $125 to $525
         Counsel to the Firm                $545

Albert Togut, Esq., a senior member of Togut, assures the Court
that the firm is a "disinterested person" as that term is defined
by Section 101(14) of the Bankruptcy Code.  Mr. Togut believes
that the firm holds no adverse interest to the Debtors.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  David J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Asks Court for Final Decree Closing 220 Cases
-----------------------------------------------------------
Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that in accordance with WorldCom Inc.'s Plan of
Reorganization, certain restructuring transactions were
effectuated as of the Effective Date.  These restructuring
transactions included the substantive consolidation of various
Chapter 11 estates, and the merger of certain Debtors with and
into other Debtors.

The Reorganized Debtors identified:

    * 171 Debtor Subsidiaries, which were merged into one or more
      of the Debtors, dissolved, or otherwise consolidated as of
      the Effective Date; and

    * 49 Debtor Subsidiaries, which survived on and after the
      Effective Date.

By this motion, the Reorganized Debtors ask the Bankruptcy Court
to enter a final decree closing the Chapter 11 cases of:

    (a) 171 Merged Subsidiaries, effective as of April 20, 2004;
        and

    (b) 49 Surviving Subsidiaries, effective no later than
        March 31, 2005.

Mr. Perez notes that on or before April 20, 2004, the Merged
Subsidiaries ceased to operate as independent entities and their
Chapter 11 cases were ripe for closing.

The Reorganized Debtors do not seek to close the Chapter 11 cases
of WorldCom, Inc., and Intermedia Communications, Inc., Mr. Perez
clarifies.  The Reorganized Debtors only seek to close the 220
cases, without prejudice to the U.S. Trustee's claims for
statutory fees in connection with the WorldCom case and the
Intermedia case.

Pursuant to Section 1930(a)(6) of the Judicial Procedures Code,
the Debtors have paid hundreds of thousands of dollars in
quarterly fees to the U.S. Trustee, and will continue to incur
these fees until their Chapter 11 cases are closed.  Mr. Perez
points out that absent an order closing their Chapter 11 cases,
the Reorganized Debtors will be forced to incur the substantial
and ongoing financial burden of paying the quarterly fees to the
U.S. Trustee on the 220 Chapter 11 cases.

Moreover, the Reorganized Debtors assert that their Chapter 11
cases have been fully administered as required by Section 350(a)
of the Bankruptcy Code.  The Court has entered a confirmation
order that is final and non-appealable.  The Plan has been
substantially consummated and payments to be made under the Plan
have commenced.

To the extent that any claims remain pending against one of the
Closing Debtors, the claims are deemed claims against the WorldCom
Debtors or the Intermedia Debtors as a result of substantive
consolidation.  The WorldCom case and the Intermedia case will
continue to be jointly administered for the purpose of
adjudicating or resolving pending claims against either the
WorldCom Debtors or the Intermedia Debtors.  Thus, the 220
Chapter 11 cases have been rendered redundant by substantive
consolidation and the rights of creditors will not be adversely
affected by the closing of those cases.

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


WORLDCOM INC: Objects to Michael Jordan's $8 Million Claim
----------------------------------------------------------
In 1995, Michael Jordan and WorldCom, Inc., entered into an
agreement, which provided for WorldCom's right to use Mr. Jordan's
name, likeness, and personal services, to develop, manufacture,
produce, sell, distribute, advertise and promote WorldCom's
products and services.

The Agreement, which provided for a 10-year contract term,
precluded Mr. Jordan from conducting certain activities,
including:

    (1) unreasonably withholding approval of packaging,
        advertising or promotional materials; and

    (2) using products or services which the Debtors' competitors
        produced or provided as long as alternatives were
        reasonably available from non-competitors.

The agreement also contained a confidentiality clause, provisions
for termination, and a non-assignment clause that prohibited
Mr. Jordan from transferring his rights or obligations under the
agreement without the Debtors' prior written consent.

On January 16, 2003, Mr. Jordan filed Claim No. 11414 for
$2 million, plus contingent and unliquidated amounts allegedly for
unpaid annual compensation due on June 30, 2002, under the
Agreement.

Mark Shaiken, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates that the Debtors rejected the Agreement on
July 18, 2003.

On August 14, 2003, Mr. Jordan amended his original claim with
Claim No. 36077.  Mr. Jordan alleged that the Debtors owed him $8
million pursuant to the rejected Agreement.

The Debtors previously objected to Mr. Jordan's Claim.  Mr.
Shaiken argues that Claim No. 36077 does not satisfy the
requirements of Rules 3001 and 3002 of the Federal Rules of
Bankruptcy Procedure to qualify as a proof of claim.  Mr. Jordan
failed to provide sufficient documentation to support his claim.

Mr. Jordan asserted that he did not supply a copy of the agreement
because of a confidentiality provision, but offered to make a copy
available to the United States Bankruptcy Court for the Southern
District of New York if requested.  Mr. Shaiken argues that an
offer to bring a proof of claim into compliance with Bankruptcy
Rule 3001 does not cure the claim filing.

Furthermore, Mr. Jordan will not be prejudiced by the Debtors'
Objection, as pre-trial proceedings in the matter have yet to
begin.  Since September 10, 2004, Mr. Jordan has steadfastly
refused to agree to the terms of a scheduling order.  As a
consequence, no discovery has been conducted.  No dispositive
motions have been filed.  Thus, Mr. Jordan's ability to
investigate and contest the Debtors' Objection has not been
affected in any manner, Mr. Shaiken maintains.

The Debtors assert two additional legal reasons for their
Objection to Claim No. 36077:

(A) Mr. Jordan's claim is for breach of an employment contract
    that is limited by the statutory cap of Section 502(b)(7) of
    the Bankruptcy Code.

Section 502(b)(7) "is intended to limit claims for future
compensation which would have been earned had the parties
continued to perform under the terminated employment contract."
In re Lavelle Aircraft Co., Bankr. No. 94-174996DWS, 1996 WL
226852, at *5 (Bankr. E.D. Pa. May 2, 1996).  A primary reason for
this limitation is that "the party experiencing a loss due to the
premature termination of a long term agreement has the capacity to
mitigate its damages."  For instance, the employee can find other
employment.

Mr. Shaiken explains that the statute "relieve[s] bankrupt
employers of the continuing duty to pay high salaries to [those]
who had been able to exact favorable . . . salaries while the
business prospered." In re Prospect Hills Res., Inc., 837 F.2d
453, 455 (11th Cir. 1988).

(B) Mr. Jordan failed to mitigate his damages after the Debtors
    rejected Mr. Jordan's contract pursuant to Section 365(a) of
    the Bankruptcy Code.

As a result of the Debtors' rejection of the Agreement, Mr. Jordan
then had an affirmative duty to locate and obtain other employment
to mitigate his damages.  Instead, Mr. Jordan failed to mitigate
damages and is now seeking to recover the full amount of his
contract with the Debtors.  There is a question of fact as to
whether Mr. Jordan made a good faith effort to seek comparable
employment after the Debtors rejected his contract.  Mr. Jordan
cannot show that the Debtors' additional objections would "beyond
doubt" be futile.

Mr. Shaiken reminds the Court that the Debtors have filed a timely
objection to Mr. Jordan's Claim in their 30th Omnibus Objection to
Claims.  The Debtors now desire to amend that timely objection to
give Mr. Jordan notice of newly discovered legal theories based on
the same events and circumstances.

Under Rule 15(c)(2) of the Federal Rules of Civil Procedure, a
revised pleading will relate back to an original pleading if it is
based on the same series of transactions or occurrences, even if
it asserts new legal theories.

Mr. Shaiken points out that the Debtors' supplemental objections
clearly arise out of the same transactions and occurrences that
are the basis of Claim No. 36077 and the objection to that Claim.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YUKOS OIL: Judge Atlas Denies Stay Pending Appeal on Dismissal
--------------------------------------------------------------
The United States District Court for the Southern District of
Texas refuses to grant a stay while Yukos Oil Company appeals from
the U.S. Bankruptcy Court's decision dismissing its Chapter 11
case.

In a Memorandum and Order dated March 18, 2005, District Court
Judge Nancy F. Atlas held that Yukos failed to show that the
Bankruptcy Court abused its discretion when it denied the
Company's request for stay pending appeal.  Yukos failed to
demonstrate for purposes of its request that it has a likelihood
of success on the merits of its appeal.

The Bankruptcy Court had noted a number of factors leading to its
decision that the totality of the circumstances supported a
finding of cause under Section 1112(b).  Judge Atlas relates that
in In re Chaffin, 816 F.2d 1070 (5th Cir. 1987), mod. 836 F.2d 215
(5th Cir. 1988), the Fifth Circuit permits a finding of cause
under Section 1112(b) based on a totality of the circumstances.

The District Court looked into the four criteria set forth in In
re First South Savings Ass'n, 820 F.2d 700, 709 (5th Cir. 1987),
in considering whether to grant or deny a stay pending appeal:

   (1) A likelihood of success on the merits;

   (2) Irreparable injury to the movant if the stay is not
       granted;

   (3) Substantial harm to other parties if the stay is granted;
       and

   (4) Whether granting the stay would serve the public interest.

Judge Atlas notes that there are serious issues involved in the
bankruptcy appeal and, therefore, Yukos must show that its appeal
has "patent substantial merit" or that it presents a "substantial
case on the merits."

Yukos had argued that dismissal for cause under Section 1112(b) of
the Bankruptcy Code is not permitted unless it is in the best
interest of the estate or creditors.  Yukos asserted that Section
1112(b) involves a two-step analysis -- first, to determine
whether "cause" exists either to dismiss or to convert the Chapter
11 proceeding to a Chapter 7 proceeding, and second, to determine
which option is in "the best interest of creditors and the
estate."  Only after cause is established is the Bankruptcy Court
required to consider whether to dismiss or to convert.

Judge Atlas holds that the Bankruptcy Court's decision is
supported by record and Yukos has not shown that the decision was
based on clearly erroneous factual findings or any error of law.

"There is clear evidence in the record that Yukos suffers
continuing financial losses and a significant diminution of its
bankruptcy estate at the hands of the Russian Federation
government," Judge Atlas says.

Even if Yukos' interpretation of Section 1112(b) were accepted,
Judge Atlas admits she still could not find that Yukos has a
likelihood of success on the merits.  Judge Atlas explains that
the best interests of the creditors often diverge from the best
interests of the estate.  Judge Atlas notes that Yukos' largest
creditor by far is the Russian Federation government, which has no
interest in the continuation of the bankruptcy proceeding and
whose interests were considered in the Bankruptcy Court's
determination of "cause" under Section 1112(b).

The District Court also expresses serious concerns about whether
Yukos' case should properly proceed in the Southern District of
Texas or in the United States at all.  There are serious issues
regarding jurisdiction under 11 U.S.C. Section 109, according to
Judge Atlas.  The cases relied upon by Yukos appear factually
dissimilar from the circumstances at bar and, therefore,
unpersuasive.  Yukos' reliance on these distinguishable cases
seems to stretch the Bankruptcy Code beyond its intended scope.

The District Court agrees that Yukos will suffer irreparable harm
if the stay is not granted because it will likely cease to exist
before the District Court can rule on the appeal.

The District Court also finds that Yukos has shown that any harm
to Deutsche Bank AG that would result from a stay pending appeal
would be substantially outweighed by the potential harm to Yukos
if the stay is denied.

Public interest did not figure in the District Court's decision.
"[T]he public interest does not favor either party in connection
with [Yukos' request]," Judge Atlas says.

Judge Atlas explains that there are a number of competing public
interests involved in the case.  The public has an interest in due
process, the orderly administration of justice, and careful
consideration of important legal issues.  These interests favor a
stay while the District Court considers the issues raised by this
appeal.  Judge Atlas also points out that, while the District
Court does not endorse the Russian Federation's conduct regarding
Yukos, its affiliates or executives, the public interest of one
country not interfering in another sovereign's enforcement of its
own laws generally is relevant as a factor relating to the
District Court's comity concerns and to the application of the act
of state doctrine.

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
12,276,000,000 in total assets and $30,790,000,000 in total debts.
(Yukos Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* WL Ross & Sumitomo Mitsui Create $300 Mil. DIP Financing Program
------------------------------------------------------------------
Sumitomo Mitsui Banking Corporation and WL Ross & Co. LLC set up a
program to invest up to US$300 million in secured debtor-in-
possession financings to companies reorganizing under Chapter 11
of the U.S. Bankruptcy Code.  WL Ross & Co. LLC will be
responsible for managing the program's portfolio.

SMBC and WLR expect the program to produce synergies between the
two firms that will further expand their DIP finance business in
the competitive U.S. market.

WLR is a leader in distressed investments globally, having
sponsored more than $2.5 billion of such investments since its
inception in 2000.  Its successful commitments to steel, textiles
and coal are well known.  SMBC is one of the leading financial
institutions in Japan.  Its U.S. branches are located in New York,
Los Angeles and San Francisco.

Masayuki Oku, Deputy President and Head of International Banking
Unit of SMBC said, "Building upon our already substantial
experience in DIP finance in the U.S., we look forward to
expanding the business through this exciting new relationship with
WL Ross & Co. LLC.  Its unparalleled expertise and network of
contacts make WL Ross & Co. LLC the ideal partner for SMBC in this
business."

Wilbur L. Ross Jr., Chairman of WLR commented, "We are delighted
to have been selected by such a prestigious financial group to
manage this pioneering effort.  For many years we have had
mutually profitable relationships with SMBC and its Daiwa
Securities SMBC affiliate."


* BOND PRICING: For the week of March 14 - March 18, 2005
--------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     8
Adelphia Comm.                         6.000%  02/15/06     8
Allegiance Tel.                       11.750%  02/15/08    33
Allegiance Tel.                       12.875%  05/15/08    31
Amer. Comm. LLC                       12.000%  07/01/08     5
Amer. Color Graph.                    10.000%  06/15/10    69
Amer. Restaurant                      11.500%  11/01/06    63
Amer. Tissue Inc.                     12.500%  07/15/06    62
American Airline                       7.377%  05/23/19    67
American Airline                       7.379%  05/23/16    68
American Airline                       8.800%  09/16/15    75
American Airline                       9.070%  03/11/16    71
American Airline                      10.610%  03/04/11    67
AMR Corp.                              4.250%  09/23/23    74
AMR Corp.                              4.500%  02/15/24    67
AMR Corp.                              9.000%  08/01/12    75
AMR Corp.                              9.200%  01/30/12    74
AMR Corp.                              9.750%  08/15/21    64
AMR Corp.                              9.800%  10/01/21    64
AMR Corp.                              9.850%  01/02/09    72
AMR Corp.                              9.880%  06/15/20    65
AMR Corp.                             10.000%  04/15/21    68
AMR Corp.                             10.190%  05/26/16    74
AMR Corp.                             10.200%  03/15/20    65
AMR Corp.                             10.290%  03/08/21    60
AMR Corp.                             10.450%  11/15/11    57
AMR Corp.                             10.550%  03/12/21    57
Anvil Knitwear                        10.875%  03/15/07    64
Apple South Inc.                       9.750%  06/01/06    16
Applied Extrusion                     10.750%  07/01/11    59
Armstrong World                        6.350%  08/15/03    71
Armstrong World                        6.500%  08/15/05    70
Armstrong World                        7.450%  05/15/29    72
Armstrong World                        9.000%  06/15/04    70
Armstrong World                        9.750%  04/15/08    70
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06    13
ATA Holdings                          12.125%  06/15/10    44
ATA Holdings                          13.000%  02/01/09    45
Atlantic Coast                         6.000%  02/15/34    33
Atlas Air Inc.                         9.702%  01/02/08    56
Avado Brands Inc.                     11.750%  06/15/09    20
B&G Foods Holding                     12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99     8
Bank New England                       9.500%  02/15/96     5
Bethlehem Steel                       10.375%  09/01/03     0
Big V Supermarkets                    11.000%  02/15/04     1
Borden Chemical                        9.500%  05/01/05     1
Budget Group Inc.                      9.125%  04/01/06     0
Burlington Inds.                       7.250%  08/01/27     7
Burlington Inds.                       7.250%  09/15/05     7
Burlington Northern                    3.200%  01/01/45    61
Calpine Corp.                          4.750%  11/15/23    75
Calpine Corp.                          7.750%  04/15/09    71
Calpine Corp.                          8.500%  02/15/11    72
Calpine Corp.                          8.625%  08/15/10    71
Cendant Corp.                          4.890%  08/17/06    51
Collins & Aikman                      12.875%  08/15/12    68
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    44
Cone Mills Corp.                       8.125%  03/15/05    11
Cray Research                          6.125%  02/01/11    66
Delta Air Lines                        2.875%  02/18/24    49
Delta Air Lines                        7.711%  09/18/11    61
Delta Air Lines                        7.779%  01/02/12    56
Delta Air Lines                        7.900%  12/15/09    39
Delta Air Lines                        7.920%  11/18/10    62
Delta Air Lines                        8.000%  06/03/23    40
Delta Air Lines                        8.270%  09/23/07    70
Delta Air Lines                        8.300%  12/15/29    33
Delta Air Lines                        8.540%  01/02/07    72
Delta Air Lines                        9.000%  05/15/16    36
Delta Air Lines                        9.200%  09/23/14    42
Delta Air Lines                        9.250%  03/15/22    35
Delta Air Lines                        9.300%  02/02/10    61
Delta Air Lines                        9.375%  09/11/07    66
Delta Air Lines                        9.750%  05/15/21    34
Delta Air Lines                        9.875%  04/30/08    73
Delta Air Lines                       10.000%  05/17/10    73
Delta Air Lines                       10.000%  06/01/08    59
Delta Air Lines                       10.000%  06/01/09    65
Delta Air Lines                       10.000%  06/01/10    64
Delta Air Lines                       10.000%  08/15/08    46
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.125%  05/15/10    37
Delta Air Lines                       10.140%  08/26/12    50
Delta Air Lines                       10.375%  02/01/11    40
Delta Air Lines                       10.375%  12/15/22    33
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.500%  04/30/16    52
Delta Air Lines                       10.790%  03/26/14    71
Delta Mills Inc.                       9.625%  09/01/07    49
Delphi Trust II                        6.197%  11/15/33    75
Diva Systems                          12.625%  03/01/08     1
Duty Free Int'l                        7.000%  01/15/04    24
DVI Inc.                               9.875%  02/01/04     7
E. Spire Comm Inc.                    10.625%  07/01/08     0
E. Spire Comm Inc.                    12.750%  04/01/06     0
E. Spire Comm Inc.                    13.000%  11/01/05     0
E&S Holdings                          10.375%  10/01/06    51
Eagle Food Center                     11.000%  04/15/05     4
Encompass Service                     10.500%  05/01/09     0
Enron Corp.                            6.400%  07/15/06    31
Enron Corp.                            6.500%  08/01/02    33
Enron Corp.                            6.625%  10/15/03    32
Enron Corp.                            6.625%  11/15/05    32
Enron Corp.                            6.725%  08/01/09    32
Enron Corp.                            6.750%  08/01/09    32
Enron Corp.                            6.750%  09/01/04    33
Enron Corp.                            6.750%  09/15/04    30
Enron Corp.                            6.875%  10/15/07    31
Enron Corp.                            6.950%  07/15/28    33
Enron Corp.                            7.000%  08/15/23    25
Enron Corp.                            7.125%  05/15/07    32
Enron Corp.                            7.375%  05/15/19    32
Enron Corp.                            7.625%  09/10/04    33
Enron Corp.                            7.875%  06/15/03    31
Enron Corp.                            9.125%  04/01/03    31
Enron Corp.                            9.875%  06/15/03    33
Falcon Products                       11.375%  06/15/09    40
Federal-Mogul Co.                      7.375%  01/15/06    30
Federal-Mogul Co.                      7.500%  01/15/09    30
Federal-Mogul Co.                      8.160%  03/06/03    29
Federal-Mogul Co.                      8.370%  11/15/01    30
Federal-Mogul Co.                      8.800%  04/15/07    31
Fibermark Inc.                        10.750%  04/15/11    75
Finova Group                           7.500%  11/15/09    44
Fleming Cos. Inc.                     10.125%  04/01/08    33
Flooring America                       9.250%  10/15/02     0
Foamex L.P.                            9.875%  06/15/07    60
Golden Books Pub.                     10.750%  12/31/04     1
HNG Internorth.                        9.625%  03/15/06    32
Icon Health & Fit                     11.250%  04/01/12    75
Imperial Credit                        9.875%  01/15/07     0
Imperial Credit                       12.000%  06/30/05     0
Impsat Fiber                           6.000%  03/15/11    69
Inland Fiber                           9.625%  11/15/07    49
Intermet Corp.                         9.750%  06/15/09    64
Iridium LLC/CAP                       10.875%  07/15/05    17
Iridium LLC/CAP                       11.250%  07/15/05    17
Iridium LLC/CAP                       13.000%  07/15/05    17
Iridium LLC/CAP                       14.000%  07/15/05    17
IT Group Inc.                         11.250%  04/01/09     1
Kaiser Aluminum & Chem.               12.750%  02/01/03    15
Kmart Corp.                            6.000%  01/01/08    15
Kmart Corp.                            9.350%  01/02/20    22
Kmart Corp.                            9.780%  01/05/20    74
Kmart Funding                          9.440%  07/01/18    40
Lehman Bros. Holding                   6.000%  05/25/05    67
Lehman Bros. Holding                   7.500%  09/03/05    60
Level 3 Comm. Inc.                     2.875%  07/15/10    57
Level 3 Comm. Inc.                     5.250%  12/15/11    75
Level 3 Comm. Inc.                     6.000%  03/15/10    52
Level 3 Comm. Inc.                     6.000%  09/15/09    54
Liberty Media                          3.750%  02/15/30    64
Liberty Media                          4.000%  11/15/29    69
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
MacSaver Financial                     7.400%  02/15/02     9
MacSaver Financial                     7.875%  08/01/03     5
Metamor Worldwide                      2.940%  08/15/04     0
Metro Mortgage                         9.000%  12/15/04     0
Mississippi Chem.                      7.250%  11/15/17    73
Muzak LLC                              9.875%  03/15/09    63
Nat'l Steel Corp.                      8.375%  08/01/06     3
Nat'l Steel Corp.                      9.875%  03/01/09     3
Northern Pacific Railway               3.000%  01/01/47    59
Northpoint Comm.                      12.875%  02/15/10     1
Northwest Airlines                     7.248%  01/02/12    73
Northwest Airlines                     7.360%  02/01/20    66
Northwest Airlines                     7.875%  03/15/08    69
Northwest Airlines                     8.070%  01/02/15    65
Northwest Airlines                     8.130%  02/01/14    68
Northwest Airlines                    10.000%  02/01/09    70
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    72
Oakwood Homes                          7.875%  03/01/04    41
Oakwood Homes                          8.125%  03/01/09    25
Oglebay Norton                        10.000%  02/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    31
Orion Network                         11.250%  01/15/07    52
Orion Network                         12.500%  01/15/07    52
Owens Corning                          7.000%  03/15/09    66
Owens Corning                          7.500%  05/01/05    70
Owens Corning                          7.500%  08/01/18    66
Owens Corning                          7.700%  05/01/08    63
Owens Corning Fiber                    8.875%  06/01/02    65
Owens Corning Fiber                    9.375%  06/01/12    65
Pegasus Satellite                      9.625%  10/15/05    57
Pegasus Satellite                      9.750%  12/01/06    60
Pegasus Satellite                     12.375%  08/01/06    58
Pegasus Satellite                     12.500%  08/01/07    59
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    61
Penn Traffic Co.                      11.000%  06/29/09    54
Piedmont Aviat.                       10.300%  03/28/06     7
Piedmont Aviat.                       10.350%  03/28/12     0
Polaroid Corp.                         6.750%  01/15/02     2
Polaroid Corp.                         7.250%  01/15/07     3
Polaroid Corp.                        11.500%  02/15/06     2
Primedex Health                       11.500%  06/30/08    50
Primus Telecom                         3.750%  09/15/10    57
Railworks Corp.                       11.500%  04/15/09     1
Read-Rite Corp.                        6.500%  09/01/04    56
Realco Inc.                            9.500%  12/15/07    40
Reliance Group Holdings                9.000%  11/15/00    25
Reliance Group Holdings                9.750%  11/15/03     2
RDM Sports Group                       8.000%  08/15/03     0
RJ Tower Corp.                        12.000%  06/01/13    59
S3 Inc.                                5.750%  10/01/03     0
Safety-Kleen Corp.                     9.250%  05/15/09     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    66
Silverleaf Res.                       10.500%  04/01/08     0
Specialty Paperb.                      9.375%  10/15/06    75
Syratech Corp.                        11.000%  04/15/07    21
Teligent Inc.                         11.500%  12/01/07     0
Tower Automotive                       5.750%  05/15/24    18
Triton PCS Inc.                        8.750%  11/15/11    66
Triton PCS Inc.                        9.375%  02/01/11    67
Twin Labs Inc.                        10.250%  05/15/06    17
United Air Lines                       6.831%  09/01/08    16
United Air Lines                       7.762%  10/01/05     3
United Air Lines                       7.811%  10/01/09    35
United Air Lines                       8.030%  07/01/11    12
United Air Lines                       8.250%  04/26/08    21
United Air Lines                       8.310%  06/17/09    53
United Air Lines                       8.700%  10/07/08    48
United Air Lines                       9.000%  12/15/03     7
United Air Lines                       9.125%  01/15/12     8
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.350%  04/07/16    48
United Air Lines                       9.560%  10/19/18    38
United Air Lines                       9.750%  08/15/21     8
United Air Lines                       9.760%  05/13/06    48
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.250%  01/15/07     8
United Air Lines                      10.360%  11/20/12    54
United Air Lines                      10.670%  05/01/04     8
Univ. Health Services                  0.426%  06/23/20    59
United Homes Inc.                     11.000%  03/15/05     0
US Air Inc.                            7.500%  04/15/08     0
US Air Inc.                            8.930%  04/15/08     0
US Air Inc.                            9.330%  04/15/08    42
US Air Inc.                           10.250%  01/15/07     1
US Air Inc.                           10.490%  06/27/05     3
US Air Inc.                           10.900%  01/01/09     5
US Air Inc.                           10.900%  01/01/10     5
US Airways Pass.                       6.820%  01/30/14    40
Westpoint Stevens                      7.875%  06/15/08     0
Winn-Dixie Store                       8.875%  04/01/08    57
Winsloew Furniture                    12.750%  08/15/07    20
Winstar Comm Inc.                     12.500%  04/15/08     0
World Access Inc.                     13.250%  01/15/08     3
Xerox Corp.                            0.570%  04/21/18    50

                          *********

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.

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