TCR_Public/050322.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, March 22, 2005, Vol. 9, No. 68      

                          Headlines

ADELPHIA COMMS: Asks Court to Okay Elantic Telecom Settlement Pact
AEP INDUSTRIES: Noteholders Tender 83.4% of Outstanding Sr. Debt
AMCAST INDUSTRIAL: Creditors Must File Proofs of Claim Today
AMERICAN COLOR: Moody's Junks $280 Mil. Senior Sec. Priority Notes
AMERIQUAL GROUP: S&P Puts B+ Rating on Proposed $105M Sec. Notes

AMETEK INC: Moody's Upgrades $225 Million Sr. Debt Rating to Baa3
ATA AIRLINES: AMFA Wants to Compel ATA to Assume Tentative Pact
ATA AIRLINES: Dropped Passenger Gets Relief from Automatic Stay
AUBURN FOUNDRY: Disputes Indiana Environmental Liabilities
AQUAMARINE INC: Seeks Chapter 11 Protection in Hawaii

AQUAMARINE INC: Case Summary & 20 Largest Unsecured Creditors
BACK BAY: Bankruptcy Court Formally Closes Chapter 11 Case
BEARINGPOINT INC: Refinancing Concerns Cue S&P to Lower Ratings
BELMONT LLC: Involuntary Chapter 11 Case Summary
CELL-STATION: Case Summary & 20 Largest Unsecured Creditors

CHIQUITA BRANDS: Plans to Offer $150 Million Senior Notes
COMBUSTION ENGINEERING: ABB Agrees to Pay Additional $232 Million
CONCRETOS DEL NORTE: Case Summary & 25 Largest Unsecured Creditors
CORNING INC: Moody's Withdraws Ba2 Rating on $2 Billion Bank Loan
DECISIONONE CORP: Taps Richards Layton as Bankruptcy Co-Counsel

DECISIONONE CORP: Taps Houlihan Lokey as Financial Advisors
DURA AUTOMOTIVE: Weak Results Prompt S&P to Lower Rating to B
EXIDE TECH: Closes Senior Secured & Convertible Debt Offering
EXIDE TECHNOLOGIES: S&P Puts B- Rating on $60M Senior Sub. Notes
FEDDERS CORP: 10-K Filing Delay Spurs S&P to Lower Rating to CCC

FRESH CHOICE: Wants to Hire Andrew Natker as Expert Witness
GENEVA STEEL: Sierra Energy to Examine Debtor on April 11
GENEVA STEEL: Court Appoints Ch. 11 Examiner to Uncover Violations
GOODYEAR TIRE: S&P Rates $300M Sr. Sec. 3rd-Lien Term Loan at B-
GREEN FOREST: S&P Assigns BB Rating to Series 2005-2E Notes

HASBRO INC: Credit Agreement Amendments Cue S&P to Lift Ratings
HAYES LEMMERZ: Withdraws $150 Million Sr. Unsecured Notes
HEATH SPRINGS: Case Summary & 10 Largest Unsecured Creditors
HYTEK MICROSYSTEMS: Posts $400,000 Net Loss in Fourth Quarter
HOLLINGER INT'L: Can't Make Two-Month Deadline to File Financials

HORIZON NATURAL: Court Orders $350,000 Payment to Wells Fargo
ILLINOIS POWER: Moody's Reviews Low-B Ratings for Possible Upgrade
INDEPENDENCE CLO: Fitch Junks Class C Notes & Preference Shares
INDEPENDENCE I: Fitch Junks $15.46 Million Class C Notes
INDYMAC MANUFACTURED: Fitch Junks Four Contract Certificates

IWO HOLDINGS: Asks Court for Final Decree Closing Chapter 11 Cases
JOSEPH E. BURAN: Case Summary & 12 Largest Unsecured Creditors
KAISER GROUP: Will Buy Back Preferred Stock on April 22
KARLENE SENN: Case Summary & 15 Largest Unsecured Creditors
LORAL SPACE: Wants Until May 31 to Solicit Plan Acceptances

MASTR ASSET: S&P Places Low-B Ratings on 31 Certificate Classes
MCI INC: Reviews Qwest Offer & Will Respond by March 28
MCI INC: Balks at TMB's Request to Elect Class 6-A Plan Treatment
MEDPOINTE INC: Moody's Reviews B1 Rating for Possible Downgrade
MESA GATEWAY: Voluntary Chapter 11 Case Summary

MET-COIL SYSTEMS: Court Formally Ends Chapter 11 Proceeding
MIRANT CORP: Asks Court to Okay California Parties Settlement
NANOMAT INC.: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: Posts $259 Million Net Loss in Third Quarter
NORTEL NETWORKS: Shareholders Can Propose Matters for Annual Mtg.

NORTH AMERICAN BISON: Lenders Meeting Schedule for March 30
NORTHWESTERN CORP: Files S-3 Reg. Statement to Resell Common Stock
ORBIT BRANDS: Says Chapter 11 Plan Preparation Underway
OWENS CORNING: Judge Katz Dismisses Greenburg Class Action Suit
PARMALAT USA: Resolves Wells Fargo Lease Disputes

PRICELINE.COM: Names Christopher Soder Executive Vice President
QWEST COMMS: MCI Reviews Offer & Will Respond by March 28
SOLUTIA INC: Has Until July 11 to Remove State Court Actions
SPIEGEL INC: Gets Court Nod to Amend $400 Million of DIP Financing
SPIEGEL INC: Bankr. Court Extends Exclusive Period Until June 2

SUBURBAN PROPANE: Prices Add-On Private Debt Offering
SUMMIT CORP.: Connecticut Court Confirms Chapter 11 Plan
SUMNER GLADSTONE: Case Summary & 20 Largest Unsecured Creditors
SUPRA TELECOM: Now Under HIG Capital & FDN Comms's Control
THOMAS HEATING: Case Summary & 20 Largest Unsecured Creditors

TRITON PCS: S&P Downgrades Corp. Credit Rating to CCC+ from B-
TROPICAL SPORTSWEAR: Disclosure Statement Hearing Set for April 6
UAL CORPORATION: Wants to Complete Inter-Company Transactions
VLASIC FOODS: VFB LLC's February 2005 Status Report
WALTER INDUSTRIES: Moody's Affirms Low B Ratings on $420M Debts

WCI STEEL: Hires American Appraisal to Provide Asset Valuation
WELLS FARGO: Fitch Puts Low-B Ratings on B-4 & B-5 Classes
WILLIAM C. STREET: Case Summary & 11 Largest Unsecured Creditors
WORLDCOM INC: Baltimore Gas Wants $360,266 Cure Payment Paid
XERIUM TECH: S&P Puts BB- Rating on Proposed $750M Bank Loans

YUKOS OIL: Wants to Disburse $741,955 from Court Registry

* McMillan Binch & Mendelsohn Merge to Form National Law Firm

* Large Companies with Insolvent Balance Sheets

                          *********

ADELPHIA COMMS: Asks Court to Okay Elantic Telecom Settlement Pact
------------------------------------------------------------------
Effective July 31, 2000, Elantic Telecom, Inc., and TelCove Long
Haul LP, f/k/a Adelphia Business Solutions, Inc., entered into the
Backbone Dark Fiber IRU Agreement.  Under the Backbone IRU
Agreement, TelCove granted Elantic an IRU in certain optical
fibers in its Virginia System and the right to related maintenance
of the fibers.  In January 2001, the Backbone IRU Agreement was
amended to expand the grant of rights to additional fibers and
collocation space.

On October 26, 2001, Elantic and TelCove entered into a Metro Dark
Fiber IRU Agreement, by which TelCove granted Dominion Telecom,
Inc., Elantic's predecessor, an IRU in optical fibers in its
Roanoke System and the right to the fibers' maintenance.

On August 10, 2004, in a Court-approved stipulation, Adelphia
Communications Corporation received assignment of the two IRU
Agreements from TelCove.  Pursuant to the Stipulation, TelCove was
authorized to assume and assign the IRU Agreements to ACOM
pursuant to the Assumption and Amendment Agreement between TelCove
and Elantic, dated May 25, 2004.  Simultaneously, ACOM and Elantic
executed an Assumption and Amendment Agreement dated May 20, 2004,
pursuant to which ACOM agreed to assume TelCove's rights and
duties under the IRU Agreements.  Additionally, upon assumption,
Elantic agreed to pay ACOM $450,000 in connection with the
assignment of the IRU Agreements to ACOM.  Moreover, pursuant to
the ACOM Assumption Agreement, Elantic was to pay ACOM $90,000 for
outstanding collocation and power fees as well as ongoing monthly
fees for maintenance, collocation and power.  The $450,000 and
$90,000 payments were never paid to ACOM.

On July 19, 2004, Elantic filed a Chapter 11 petition in the U.S.
Bankruptcy Court for the Eastern District of Virginia.  The
assumption and amendment of the IRU Agreements occurred after
Elantic's Petition Date.  On November 17, 2004, ACOM filed in
Elantic's Chapter 11 case an administrative expense claim for
$540,000 plus additional unknown sums for future maintenance
charges.

ACOM and Elantic negotiated a settlement agreement addressing
certain outstanding issues between them related to the IRU
Agreements.  The Settlement Agreement sets forth these salient
terms:

    a.  Elantic will immediately cure all defaults under the
        IRU Agreements, including payment of the Outstanding
        Payments.

     b. The IRU Agreements will provide for an early termination
        option if, after the Assumption Date:

           1. pursuant to a final order of the Elantic Bankruptcy
              Court, a third-party purchases substantially all of
              Elantic's assets and Elantic desires to reject the
              IRU Agreements; or

           2. Elantic's Chapter 11 case is converted to Chapter 7,
              then Elantic or the Chapter 7 Trustee may elect to
              terminate the IRU Agreements by written notice to
              ACOM effective only upon Elantic's return to ACOM of
              all optical fibers covered under the IRU Agreements.

    c. Upon the date of the Sale Termination and the Trustee
       Termination -- the Early Termination -- ACOM will have a
       general unsecured claim for all damages it sustained
       related to the IRU Agreements, provided that:

          1. in the case of a Trustee Termination, the Early
             Termination Claim will not include repayment of the
             $540,000 as an administrative expense claim; and

          2. ACOM may also assert an administrative expense claim
             for any maintenance, collocation and other amounts
             due for the postpetition period prior to the Early
             Termination Date.

    d. Upon return of the optical fibers, in the event the Early
       Termination has been requested by the Chapter 7 Trustee,
       ACOM will pay $540,000 to the Chapter 7 Trustee, provided
       that without further order of the ACOM or Elantic
       Bankruptcy Court, ACOM may offset against the $540,000 any
       maintenance, collocation and other fees and charges owed
       and unpaid by Elantic to ACOM under the IRU Agreements for
       Elantic's postpetition period prior to the Early
       Termination Date, provided that the charges do not exceed
       the amount customarily due for any outstanding monthly
       period.

    e. Elantic will continue to pay, as administrative expenses,
       all monthly fees due for maintenance of the Elantic
       Assignment Agreement, which sums are about $234,966 per
       month.

    f. Elantic will withdraw with prejudice any claim filed in the
       ACOM Debtors' Chapter 11 cases.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New York,
assures the U.S. Bankruptcy Court for the Southern District of New
York that the Settlement Agreement is fair and equitable.  The
ACOM Debtors believe that entry into the Settlement Agreement
represents a reasonable compromise.

Accordingly, the ACOM Debtors ask the Court to approve the
Settlement Agreement.

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


AEP INDUSTRIES: Noteholders Tender 83.4% of Outstanding Sr. Debt
----------------------------------------------------------------
AEP Industries Inc. (Nasdaq: AEPI) closed its previously announced
tender offer and consent solicitation as described in its Offer to
Purchase and Consent Solicitation Statement dated Feb. 17, 2005,
for any and all of the $200,000,000 aggregate principal amount of
outstanding 9.875% Senior Subordinated Notes due 2007.  The tender
offer and consent solicitation expired at 12:00 midnight, New York
City Time on March 17, 2005.

As of 12:00 midnight, New York City Time on March 17, 2005, the
Company received tenders for $166,867,000 aggregate principal
amount of Notes, representing approximately 83.4% of the
outstanding Notes.

In connection with the consent solicitation, the Company executed
a supplemental indenture that eliminated substantially all of the
restrictive covenants and certain event of default provisions from
the indenture governing the Notes.

Merrill Lynch & Co. acted as the exclusive dealer manager and
consent solicitation agent for the tender offer and consent
solicitation.

On March 18, 2005, the Company issued a notice to redeem the
remaining $33,133,000 aggregate principal amount of Notes that
were not tendered in the tender offer, pursuant to the terms of
the indenture governing the Notes.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy in any state in which such offer
or solicitation would be unlawful prior to registration or
qualification under the securities laws of any such state.

                        About the Company

AEP Industries Inc. manufactures, markets, and distributes an
extensive range of plastic packaging products for the
food/beverage, industrial and agricultural markets.  The Company
has operations in eight countries throughout North America, Europe
and Australasia.

                          *     *     *

As reported in the Troubled Company Reporter on March 2, 2005,  
Moody's Investors Service assigned a B2 rating to AEP Industries  
Inc.'s proposed $175 million senior unsecured note, due 2013, and  
concurrently affirmed AEP Industries' existing ratings.  
Proceeds from the proposed issuance, along with drawings from the  
company's existing $100 million borrowing base governed secured  
revolver (not rated by Moody's), are intended to repay AEP  
Industries' $200 million 9.875% senior subordinated note, due  
2007, and to pay related fees and expenses.  

Upon tender of the subordinated notes, the existing B3 rating will  
be withdrawn.  The proposed transaction is relatively credit  
neutral with a minimal increase in financial leverage offset by  
reduced interest expense (EBIT covers pro-forma interest expense  
close to 2 times) and extended maturities.  

While recognizing AEP Industries' solid performance during the  
last three years despite having a prolonged adverse business  
conditions (e.g. rapidly rising resin, energy costs, regulatory  
compliance, and other operating expenses, intense competition,  
global economic malaise, etc.), moderate levels of free cash flow  
relative to debt well below 10% during the historical period and  
projected during the intermediate term - as well as high financial  
leverage with pro-forma debt to EBIT approaching 8 times  
(approximately 4 times EBITDA) - continue to constrain the  
ratings.  

Moody's rating actions are:  

   * B2 assigned to the proposed $175 million senior unsecured  
     note, due 2013  

   * B3 affirmed $200 million 9.875% senior subordinated note, due  
     2007  

   * B1 affirmed senior implied rating  

   * B2 affirmed senior unsecured issuer rating (non-guaranteed  
                                                 exposure)  

Moody's says the ratings outlook is stable.  

The ratings actions are subject to the completion of the proposed  
transactions and review of executed documentation.


AMCAST INDUSTRIAL: Creditors Must File Proofs of Claim Today
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio set
March 22, 2005, at 4:00 p.m. as the deadline for all creditors
owed money by Amcast Industrial Corporation and its debtor-
affiliates, on account of claims arising prior to Dec. 20, 2004,
to file their proofs of claim.  

Creditors must file written proofs of claim today, the March 22
General Bar Date, and those forms must be delivered to:

      Clerk of Court
      United States Bankruptcy Court
      Southern District of Ohio
      120 West Third Street
      Dayton, OH 45402

If a creditor asserts a claim against more than one Debtor, the
creditor must file a separate Proof of claim form for each Debtor.
A list of the individual Debtors, with their corresponding case
numbers, is available at no charge at:

   http://wwwdev.thompsonhine.com/practicegroups/bankruptcy/amcast  

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


AMERICAN COLOR: Moody's Junks $280 Mil. Senior Sec. Priority Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded all ratings of American
Color Graphics, Inc., including its:

   * $280 million senior secured second priority notes due 2010 --
     to Caa3 from Caa1

   * Senior implied rating -- to Caa2 from B3

   * Issuer rating -- to Ca from Caa2

The rating outlook remains negative.

This downgrade reflects continued erosion of ACG's top line, worse
than anticipated cash flow losses and unexpectedly high revolver
drawings, which Moody's considers could result in a near-term
liquidity squeeze.  As it struggles with declining volume and weak
margins in a fiercely competitive pricing environment, ACG lacks
the scale, diversification and nationwide presence of some of its
major competitors.

Ratings recognize ACG's manageable debt amortization profile (with
no significant maturities until 2008), its long-standing customer
relationships, and the scalability of its business model. In
February 2005, the company announced a restructuring plan which is
expected to reduce overhead costs. This restructuring follows
similar cost cutting initiatives implemented in 2003 and 2004.

At the end of December 2004, ACG recorded debt of $316 million,
representing leverage of 7.5 times debt to LTM EBITDA, which is up
from 6.8 times at the end of the prior quarter.

Including $29 million in letters of credit, and $27 million in
unfunded pension obligations (as of March 2004), leverage is
higher at approximately 8.9 times adjusted debt to EBITDA.  A
February 2005 amendment to ACG's bank facility has provided relief
to prospective covenant pressure.

For the nine months ended December 30, 2004, print volume declined
by 15%, print sales were off by 8% from $326 million to $299
million, and consolidated EBITDA declined by 14% from $39 million
to $33 million compared to the prior period.  These declines were
caused, in part, by major contract losses to rivals.

The negative outlook reflects Moody's expectation that ACG will
continue to face competitive pressure in the near term and that
its financial health will remain challenged by its heavy debt
burden, top line pressure, and thin margins.

At the end of December 2004, ACG's liquidity comprised
approximately $20 million in undrawn availability under its
revolving credit facility.  Moody's expects liquidity will
continue to decline during calendar year 2005, despite a temporary
improvement in the fiscal fourth quarter (ending March 30)
reflecting a seasonal pick-up in collections.  Moody's is
concerned that this level of liquidity will be inadequate to fund
the company's near- term cash requirements, and expects that
management will need to take steps to address its deteriorating
liquidity and leverage profile.

The Caa3 rating assigned to the $280 million 10% senior secured
second priority notes reflects poor asset protection metrics
afforded to second secured noteholders.  According to the terms of
the indenture, second lien noteholders are barred from pursuing
any remedies for as long as any first priority lien obligations
are outstanding.  In a distress scenario, Moody's considers that
asset values would provide insufficient recovery to second secured
noteholders whose security claims are subordinated to those of
lenders under ACG's unrated $70 million senior secured revolving
credit facility.

ACG's ratings could feel further pressure if it is unable to
create sufficient capacity under its revolver to provide for its
2006 cash needs.  Ratings lift is unlikely as long as the company
is unable to reverse the protracted trend of volume decline and
commoditized pricing pressure.

American Color Graphics, a leading provider of print and pre-media
services, recorded sales of $447 million for the twelve month
period ended December 31, 2004.  The company is based in
Brentwood, Tennessee.


AMERIQUAL GROUP: S&P Puts B+ Rating on Proposed $105M Sec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to AmeriQual Group LLC.  At the same time Standard &
Poor's assigned its 'B+' rating to the company's proposed
$105 million secured notes due 2012.  The notes will be co-issued
by AmeriQual Finance Corp., a subsidiary formed solely to co-issue
the notes, and are to be sold via SEC rule 144A with registration
rights.  The outlook is stable.

"The ratings on AmeriQual reflect its high debt levels, modest
revenue base, and limited product diversity, offset somewhat by
its position as a leading provider of military field rations,"
said Standard & Poor's credit analyst Christopher DeNicolo.  The
proceeds from the notes will be used to partially fund the
purchase of a 50% interest in AmeriQual from its current owner,
AmeriQual Holding Inc., by a fund controlled by Ares Management
LLC, a private equity firm.  The total transaction is valued at
$182 million, including repaying debt at AmeriQual Holding.  

In addition to the notes, the transaction will be funded with cash
on hand, drawings on a new $35 million secured revolver, $30
million of cash equity from Ares, and $30 million of rollover
equity from the existing owners.  The notes are secured by all
assets of AmeriQual and its subsidiaries but their claim is
subordinate to the lien from the credit facility.  Debt to EBITDA
in 2004, pro forma for the transaction is around 4.5x, but is
expected to decline to 3.5x by the end of 2005, as the revolver
drawings are repaid.  Book equity will be negative after the
transaction, resulting in debt to capital above 175%.

Evansville, Indiana-based AmeriQual is a leading provider of field
rations to the U.S. military (75% of 2004 revenue of $148 million)
and a manufacturer of shelf stable food products for leading
branded food companies (25%).  The company is one of the leading
providers of Meals-Ready to Eat (MRE, about 65% of revenues), an
individual field ration, with around 40% of the market.  There
are only two other approved contractors for this program, Wornick
Co. with a similar share of the market, and SOPAKCO, with the
remainder.  The demand for MRE's surged in 2003 due to the war in
Iraq but has since returned to earlier levels.  Demand over the
intermediate term is likely to be driven by the high operational
tempo of U.S. forces and a requirement to restore the war reserve
of rations.

AmeriQual's steady base of military business and adequate
profitability and cash generation should enable it to maintain a
credit profile consistent with current ratings.  The outlook is
unlikely to change in the intermediate term, barring a
significant, unexpected deterioration in the firm's business or
financial profile.


AMETEK INC: Moody's Upgrades $225 Million Sr. Debt Rating to Baa3
-----------------------------------------------------------------
Moody's Investors Service has upgraded Ametek Inc.'s ratings to
Baa3.  The rating upgrade reflects the company's solid financial
and operating performance and improving credit profile in recent
years.  The upgrade further considers the company's strong and
growing position in the electronic instruments and electric motors
niche markets, as well as the senior management's commitment to
maintaining a conservative financial posture and limiting its
stock repurchase and dividend payout activities.

On the other hand, the ratings are constrained by Ametek's
exposure to cyclical and competitive industrial end-markets,
modest organic growth, and risks associated with its acquisition-
dependent growth strategy.  After the rating upgrade, the rating
outlook is stable.

Ratings upgraded:

   * Issuer rating, to Baa3 from Ba1.

   * $225 million 7.2% senior notes, due 2008, to Baa3 from Ba1,

After the upgrade to investment grade, the Ba1 senior implied
rating, which is assigned for non-investment grade issuers only,
has been withdrawn.  Moody's does not rate Ametek's $300 million
senior unsecured revolving credit facility, due 2009, nor its
privately-placed sterling pound senior notes due 2010 and 2016,
respectively.

Moody's says that in recent years, Ametek has delivered relatively
stable and consistent financial performance, even in recessionary
economic conditions, while maintaining a strong and growing
position in its niche markets.  Despite rising raw material costs,
operating margins have been maintained in the mid-teens percentage
range, due mainly to its continuing cost-cutting initiatives and
the growing share of differentiated businesses in the revenue mix
that command higher margins.

Cash flow generation has also been consistently strong thanks to
both growing earnings and working capital efficiency gains.  For
2004, Ametek generated $124 million of free cash flow after capex
and dividends, or about 28% of its outstanding debt of
approximately $450 million at end-2004. Debt to EBITDA leverage
also improved to 1.9 times from 2.2 times a year ago.  Given that
many of Ametek's end-markets continue to enjoy a cyclical upswing,
Moody's expects the company to continue its solid performance over
the next 12-18 months.

Despite the upgrade, Moody's says that the cyclicality in Ametek's
end-markets such as power generation, chemical, aerospace, and
heavy trucking industries remains a constraining factor on its
ratings.  Volatility in these end-markets in recent years has
negatively impacted the company's organic revenue volume.

Price competition has also remained intense, particularly in its
cost-driven businesses (floor care motors and specialty motors,
about 30% of revenues).  As a result, the company has relied
heavily on acquisitions to generate growth. Since 2000, Ametek
has made ten acquisitions with combined revenues of about
$375 million, or roughly one-third of its 2004 revenues.  The
company paid approximately $520 million for these purchases,
financed primarily by free cash flow generated internally.

Going forward, Ametek anticipates that about one-half to two-
thirds of its future growth will come from acquisitions.  As such,
acquisition-related integration and execution risks will remain an
on-going source of concerns although the company's hitherto good
track record helps mitigate such risks.

Moody's notes that Ametek's financial policies with regards to
stock repurchase and dividend payout have evolved over time.  In
recent years, the company's dividend payment has been maintained
at a steady pace while its stock buyback has been primarily for
the purpose of offsetting the dilutive effect of employee benefit
plans.  In upgrading the ratings, Moody's assumes that Ametek is
committed to limiting stock buyback and dividend payout activities
going forward.

Ametek's liquidity condition is very good, with approximately
$49 million of cash on hand and marketable securities at end-2004.
The $300 million revolver was undrawn at end-2004, and
availability under the revolver was approximately $271.5 million
after letters of credit usage of $28.5 million.  Moody's expects
Ametek to remain comfortably in compliance with all of its bank
financial covenants over the next 12 months.

Ametek, headquartered in Paoli, Pennsylvania, is a leading global
manufacturer of electronic instruments and electric motors.  

The company generated revenues of $1.23 billion and EBITDA of
$233 million in 2004.


ATA AIRLINES: AMFA Wants to Compel ATA to Assume Tentative Pact
---------------------------------------------------------------
The Aircraft Mechanics Fraternal Association, on behalf of certain
employees of ATA Airlines, Inc., entered into a Tentative
Agreement with ATA Airlines, Inc., on May 28, 2004.  Under the
Agreement, ATA Airlines agreed to provide moving expense
reimbursement for AMFA members who move their household due to an
involuntary displacement.

The National Mediation Board certified AMFA as the duly designated
and authorized representative of the craft or class of Mechanics
and Related Employees of American Trans Air, Inc., the predecessor
of ATA Airlines, Inc., on February 19, 2002.

Louis S. Meltz, Esq., at Seham, Seham, Meltz & Petersen LLP, in
White Plains, New York, relates that in a February 22, 2005
letter, ATA Airlines advised certain employees that due to staff
reductions, they would be displaced from their position due to job
classification seniority.  If the employees could not exercise
their seniority over less senior employees, they would be
furloughed.  ATA Airlines stated in the February 22 letter that
"[a]ny relocation expenses will be at your expense."

Mr. Meltz argues that ATA Airlines may not disturb the status quo
by making unilateral changes to the Tentative Agreement, by
unilaterally electing not to abide by the moving expense
reimbursement provisions previously agreed to.  ATA Airlines has
not made any effort to negotiate a voluntary modification of the
Tentative Agreement.

Mr. Meltz tells Judge Lorch that ATA Airlines has made no showing
that the Tentative Agreement "burdens the estate".  Accordingly,
AMFA asks the United States Bankruptcy Court for the Southern
District of Indiana to compel the Debtors to assume the Tentative
Agreement.

In the event that ATA Airlines assumes the Agreement, AMFA wants
ATA Airlines to cure its default under the Agreement by paying any
claims, including any moving expense reimbursements arising from
layoffs of ATA Employees scheduled in March and April 2005.

In the event that ATA Airlines rejects the Agreement, AMFA seeks
to file an application to recover damages for breach of the
Agreement, including any moving expense reimbursements due from
ATA Airlines as administrative expenses.

Mr. Meltz contends that the Tentative Agreement falls within the
definition of collective bargaining agreement under the Bankruptcy
Code, or at least bears some resemblance to a CBA.  Accordingly,
ATA Airlines' rejection of the Tentative Agreement is a breach of
agreement, and ATA Airlines is liable to AMFA and its members for
damages.

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 Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Dropped Passenger Gets Relief from Automatic Stay
---------------------------------------------------------------
On March 16, 2002, Daniel Zaniel attempted to board an ATA  
Airlines flight.  Suffering from multiple sclerosis, Mr. Zaniel  
was assisted by ATA Airlines employees in boarding the flight.   
However, Mr. Zaniel fell from the employees' grasp and sustained  
serious injuries.

On March 12, 2004, Mr. Zaniel filed a complaint against ATA  
Airlines in the United States District Court for the District of  
Colorado.  Mr. Zaniel alleged that the ATA Airlines employees  
were negligent in their attempts to assist him.

ATA Airlines sent Mr. Zaniel a "Notice of Bankruptcy" on
November 12, 2004, and advised that the Colorado Action was  
stayed pursuant to Section 362 of the Bankruptcy Code.

Keith D. Lapuyade, Esq., at Godfrey & Lapuyade, P.C., in
Eaglewood, Colorado, tells Judge Lorch that ATA Airlines was  
insured at the time of the accident.  United States Aviation  
Underwriters, Inc., ATA Airlines and its debtor-affiliates'
insurer, will therefore bear the litigation costs and presumably
will satisfy any settlement or judgment entered in favor of Mr.
Zaniel.  Thus, ATA Airlines will not be affected from a pecuniary
standpoint by permitting Mr. Zaniel to prosecute his pending
litigation.

On the contrary, Mr. Zaniel's claim for damages will effectively  
disappear if the automatic stay is maintained.  The only entity
which would benefit from the stay is the USAU.

There is no question that Mr. Zaniel suffered a physical injury  
while attempting to board the ATA Airlines flight.  The remaining  
issue is whether ATA Airlines is responsible for those injuries.   
Mr. Lapuyade notes that this issue cannot be determined without  
lifting the automatic stay.

Accordingly, Mr. Zaniel asks the United States Bankruptcy Court
for the Southern District of Indiana to lift the automatic stay to
continue to prosecute the Colorado Action.

                        Parties Stipulate

The Debtors and Mr. Zaniel agree to the modification of the  
automatic stay to allow the prosecution of the Colorado Action.   
To the extent Mr. Zaniel is found to be entitled to any relief in  
the Colorado Action, the relief will be limited to compensatory  
damages insured by the USAU.  Mr. Zaniel will not seek any  
punitive damages in the Colorado Action.

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 Nos. 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)


AUBURN FOUNDRY: Disputes Indiana Environmental Liabilities
----------------------------------------------------------
Doug LeDuc, writing for the News-Sentinel, reports that
The Indiana Department of Environmental Management says Auburn
Foundry owes it $22 million for alleged violations of
environmental laws.  Auburn Foundry disputes that amount, and
tells the U.S. Bankruptcy Court for the Northern District of
Indiana that only $5 million is owed to the IDEM.  

Mr. LeDuc relates that bankruptcy court documents reveal the IDEM
has notified Auburn Foundry of alleged violations of environmental
laws, and the business has provided it with a $1 million letter of
credit.  The department also has the potential to recover funds
through an insurance claim that would be assigned to it as part of
the foundry's reorganization plan.

Last month, the Bankruptcy Court approved a disclosure statement
explaining the company's chapter 11 plan.  The Plan proposes to
pay priority claims in full.  Unsecured creditors, owed
$1.75 million, will receive an initial $375,000 cash distribution
and additional payments over time based on an excess cash flow
computation.  

Headquartered in Auburn, Indiana, Auburn Foundry, Inc.
-- http://www.auburnfoundry.com/-- produces iron castings for the   
automotive industry and automotive aftermarket industry.  The
Company filed for chapter 11 protection on February 8, 2004
(Bankr. N.D. Ind. Case No. 04-10427).  John R. Burns (DM), Esq.,
and Mark A. Werling (TW), Esq., at Baker & Daniels represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


AQUAMARINE INC: Seeks Chapter 11 Protection in Hawaii
-----------------------------------------------------
Unable to repay or renegotiate a loan agreement, Aquamarine
(Kona), Inc.,  and Aquamarine (Hawaii), Inc., d/b/a Dream Cruises,
filed for chapter 11 bankruptcy protection in Honolulu on
Saturday, March 19, 2005.  The Debtors run whale and dolphin-
watching tours and sunset cruises on three islands: Oahu; Maui,
the Big Island; and Kauai.  The Associated Press reports that GE
Capital seized two of the Debtor's vessels a couple of weeks ago.  


AQUAMARINE INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Aquamarine (Kona), Inc.  
             306 Kamani Street  
             Honolulu, Hawaii 96813-5313

Bankruptcy Case No.: 05-00631

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Aquamarine (Hawaii), Inc.                  05-00632

Type of Business: Operator of Dream Cruises, which offers a
                  variety of scheduled and charter cruises.

Chapter 11 Petition Date: March 18, 2005

Court: District of Hawaii

Judge: Robert J. Faris

Debtor's Counsel: Steven Guttman, Esq.
                  Kessner Duca Umebayashi Bain & Matsunaga
                  220 S. King Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: (808) 536-1900
                  Fax: (808) 529-7177

The Debtors did not file a list of their 20 largest unsecured
creditors.


BACK BAY: Bankruptcy Court Formally Closes Chapter 11 Case
----------------------------------------------------------
The Honorable Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts entered a final decree closing the
chapter 11 case of Back Bay Brewing Company, Ltd.  

The Bankruptcy Court confirmed Back Bay's Modified First Amended
Plan of Reorganization on March 16, 2004.  The Plan has been
substantially consummated in accordance with 11 U.S.C. Sec.
1101(2) and the provisions of the Plan and Confirmation Order.

Judge Feeney closed the case after the Debtor reported that all of
the requirements under the Plan have been fulfilled and all
subsequent orders of the Court have been complied with.

Back Bay Brewing Company, Ltd., a restaurant and bar operating at
755 Boylston Street in Boston, filed for chapter 11 protection on
April 15, 2003 (Bankr. Mass. Case No. 03-13022).  John M.
McAuliffe, Esq., at McAuliffe & Associates, P.C., represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $9,000,000 in assets and
$1,202,000 in debts.


BEARINGPOINT INC: Refinancing Concerns Cue S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on McLean,
Virginia-based BearingPoint Inc.  The corporate credit rating was
lowered to 'BB' from 'BB+'.  In addition, all ratings were placed
on CreditWatch with negative implications.

The rating actions reflect:

   (1) heightened concerns surrounding the refinancing of the   
       company's bridge credit facilities, which mature
       May 22, 2005.

   (2) BearingPoint's announcement that it has not met the
       March 16, 2005 deadline to file its annual report on
       Form 10-K for the fiscal year ended Dec. 31, 2004.

The company will be in technical default on its interim credit
facility if audited financial statements are not received by April
29, 2005.  The company's review and evaluation of its internal
controls over financial reporting to date have identified a number
of control deficiencies, some of which will be classified as
material weaknesses.  An expected loss for the fourth quarter
(prior to a goodwill impairment charge), and the company may
record a loss for the year ended Dec. 31, 2004.

The interim credit facility was reduced to $300 million from
$400 million.  Its terms were amended to reflect the current
situation, including the possibility that BearingPoint may report
a goodwill impairment of up to $230 million, along with loosened
net worth and EBITDA covenants.  However, the company does not
expect that the impairment charge will result in cash
expenditures.  As of March 17, there was about $72 million of
letters of credit issued under the facility, and no cash
borrowings.  At Dec. 31, 2004, BearingPoint had cash of about
$267 million.

Standard & Poor's previously lowered its ratings on BearingPoint
in December 2004.  In the report at that time, S&P indicated that
the material weaknesses in the company's financial reporting
systems have been addressed.  This additional round of control
issues is, therefore, of particular concern.

"We will monitor the progress being made with regard to the filing
of audited financial statements and reassess the rating as the
April 29 filing deadline approaches," said Standard & Poor's
credit analyst Phil Schrank.  "We will also monitor negotiations
with lenders and other triggering events that might cause a
payment acceleration of BearingPoint debentures, which could
potentially occur beyond the maturity of the bridge loan."


BELMONT LLC: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Belmont, LLC
                145 Twin River Road
                Lincoln, Rhode Island 02865

Involuntary Petition Date: March 15, 2005

Case Number: 05-10774

Chapter: 11

Court: District of Rhode Island (Providence)

Judge: Judge Arthur N. Votolato

Petitioners' Counsel:  William J. Delaney, Esq.  
                       Tillinghast Licht Perkins Smith & Cohen  
                       Ten Weybosset Street  
                       Providence, RI 02903  
                       Tel:(401) 456-1200  
                       Fax : 456-1210

                           - and -

                       Americo M. Scungio, Esq.  
                       Law Offices of Americo Scungio  
                       167 Main Street  
                       Westerly, RI 02891  
                       Tel: (401) 596-0151
                           
                           - and -

                       David W. Dumas, Esq.  
                       5 Division Street  
                       East Greenwich, RI 02818  
                       Tel: (401) 884-3678

Petitioners:                  Nature of Claim       Claim Amount
------------                  ---------------       ------------
Hermes Investment Corp.       Motgage Loans           $2,756,869
500 North Broadway
East Providence, RI 02914  
     
Stock Building Supply, Inc.   Building Supplies         $369,027
1200 Providence Highway
P.O. Box 615
Norwood, MA 92062

Ireneusz Misiak               Services Rendered          $33,570
dba Misiak Construction
154 Main St. #6 W. Warwick
Rhode Island 02893


CELL-STATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cell-Station, Inc.
        3800 Tampa Road
        Oldsmar, Florida 34677

Bankruptcy Case No.: 05-04693

Chapter 11 Petition Date: March 16, 2005

Court: Middle District of Florida

Judge: Michael G. Williamson

Debtor's Counsel: Russell M Blain, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, Florida 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

Estimated Assets: $500,001 up to $1,000,000

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   T-Mobile USA, Inc.                         $183,000
   12920 SE 38th St.
   Bellevue, WA 98006

   American Express Company                   $171,000
   PO Box 35029
   Greensboro, NC 27425-5029

   AmmSouth Bank                              $101,834
   PO Box 2224
   Birmingham, AL 35246

   Flyer, The                                  $98,000

   Piper Rudnick                               $86,000

   Bank One MBNA                               $44,699

   American Express Company                    $38,000

   Advo, Inc.                                  $33,583

   American Express Company                    $25,928

   MBNA                                        $24,958

   Alltel                                      $19,500

   Advanta                                     $14,344

   Bank One                                    $11,204

   AmSouth Bank                                $11,134

   AmSouth Bank                                 $9,772

   Hartford Insurance                           $8,000

   SD Technology                                $6,944

   Tampa Tribune                                $6,796

   Alltel                                       $6,494

   Cox Media Target - Val Pak                   $6,300


CHIQUITA BRANDS: Plans to Offer $150 Million Senior Notes
---------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) expects to offer
in the future $150 million aggregate principal amount of Senior
Notes and $75 million aggregate liquidation amount of convertible
perpetual preferred stock.  The preferred stock will be
convertible into the company's common stock.  The company intends
to use the net proceeds from these offerings, together with
available cash and borrowings under a new senior credit facility,
to fund its previously announced acquisition of the Fresh Express
unit of Performance Food Group, which is expected to close around
the end of April.  Based upon market and other conditions, the
company may reallocate the amount of securities to be issued in
each of the offerings or seek to finance the acquisition in
alternative ways.

The notes and the preferred stock will be offered in the United
States to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933 and outside the United States
pursuant to Regulation S under the Securities Act.  Neither the
notes, the preferred stock nor the underlying common stock
issuable upon conversion of the preferred stock have been
registered under the Securities Act and may not be offered or sold
in the United States without registration or an applicable
exemption from the registration requirements.

This press release is neither an offer to sell nor the
solicitation of an offer to buy the notes or any other securities
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which, or to any person to whom, such an offer,
solicitation or sale is unlawful. Any offers of the notes will be
made only by means of a private offering memorandum.

                        About the Company

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

                          *     *     *

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

The ratings placed under review for possible downgrade are:

   i) Senior implied rating at B1

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

iii) Senior unsecured issuer rating at B2.


COMBUSTION ENGINEERING: ABB Agrees to Pay Additional $232 Million
-----------------------------------------------------------------
ABB reached agreement on a term sheet that will form the basis for
an amended plan of reorganization for Combustion Engineering (CE)
and ABB Lummus Global to resolve the asbestos claims of both
companies.  

The term sheet is the result of recent intensive discussions
between the company and the representatives of asbestos claimants
and has been agreed to by Steven Kazan, the representative of
certain cancer claimants, John Cooney and the official creditors
committee of CE and other leading representatives of asbestos
claimants, as well as David Austern, the futures' representative
of the CE asbestos trust.

"I am pleased that the cooperative efforts of the parties involved
have resulted in a commonly agreed proposal for an amended plan in
this short period of time," said Fred Kindle, ABB President and
CEO. "This agreement is a vital step towards a final resolution of
our asbestos issue."

All parties to the term sheet believe the amended plan of
reorganization will fully address the issues raised in the 3rd
Circuit Court of Appeals decision of last December as well as the
objections raised by certain asbestos claimants to the original
plan.

                     ABB Kicks In $232 Million More

The term sheet requires ABB to contribute an additional fixed
amount of $232 million to the trust fund.  This contribution will
be derived from the sale of ABB Lummus Global assets within two
years of the plan's effective date or by a direct contribution
from ABB.  

                        Amended Plan on the Way

The parties intend to cooperate to produce an amended plan of
reorganization expeditiously, with a view to prompt confirmation
by the bankruptcy court.  

ABB -- http://www.abb.com-- is a leader in power and automation  
technologies that enable utility and industry customers to improve
performance while lowering environmental impact.  The ABB Group of
companies operates in around 100 countries and employs about
102,000 people.

As previously reported in the Troubled Company Reporter on Dec. 3,
2004, the United States Court of Appeals for the Third Circuit
rejected the prepackaged chapter 11 plan proposed in 2002 by
Combustion Engineering, Inc., attempting to resolve its asbestos-
related liabilities, as well as claims against two other ABB,
Ltd., units, ABB Lummus Global, Inc. and Basic, Inc.  A full-text
copy of the Third Circuit's 136-page opinion is available at no
charge at http://www.ca3.uscourts.gov/opinarch/033392p.pdf

Prior to the settlement agreement announced yesterday, CE's Plan
provided that all of CE's value -- at the end of September 2002,
CE's value was US$812,000,000 -- would be delivered to a Sec.
524(g) Trust for the benefit of present and future claimants.

In addition:

      (1) ABB contributes:

          (a) 30,298,913 shares of its stock, initially valued
              at $50,000,000, but with a current market value
              exceeding $81,000,000;

          (b) a financial commitment to pay $250,000,000 to the
              Trust in pre-agreed installments from 2004 to 2009
              (guaranteed by certain ABB affiliates);

          (c) up to $100,000,000 more from 2006 through 2011 if
              certain performance benchmarks are achieved; and

          (d) the release of all claims and interest of the ABB
              group in insurance covering CE's asbestos personal
              injury claims;

      (2) Asea Brown Boveri contributes:

          (a) an indemnification of all of CE's environmental
              liabilities, which has a value of around
              $100,000,000;

          (b) a release of its indemnification rights against CE
              for asbestos claims asserted against Asea Brown
              Boveri after June 30, 1999;

          (c) a note evidencing Asea Brown Boveri's agreement to
              contribute almost $38,000,000 on account of the
              asbestos claims attributable to:

                 -- Basic, Incorporated (CE acquired this
                    acoustical plaster manufacturer in 1979) and

                 -- ABB Lummus Global, Inc. (CE acquired
                    this manufacturer of feed water heaters that
                    used asbestos-containing gaskets in
                    transactions stretching from 1930 to 1970);

              and

          (d) if Lummus is sold within 18 months of the Plan's
              Effective Date, an additional $5,000,000; and

      (3) Lummus and Basic release and assign all of their
          interests in insurance covering asbestos personal
          injury claims, including certain CE-shared policies.

Accordingly, the total value of these contributions to the Trust
under the proposed plan ranged from $1,250,000,000 to
$1,386,000,000, excluding any value attributable to the insurance
policies, and subject to wide swings as the value of CE increases
or decreases over time.  This amount increases by $232 million in
light of ABB's latest agreement.

                    Bankruptcy Professionals

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart LLP, and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent Combustion Engineering.

The Blackstone Group, L.P., provides CE with financial advisory
services.

David M. Bernick, Esq., at Kirkland & Ellis, provides legal
advice to ABB.

The CE Settlement Trust, holding the largest unsecured claim
against CE's estate, is represented by Hasbrouck Haynes, Jr.
CPA, at Haynes Downard Andra & Jones LLP.


CONCRETOS DEL NORTE: Case Summary & 25 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Concretos Del Norte, Inc  
        P.O. Box 363205  
        San Juan, Puerto Rico 00936  

Bankruptcy Case No.: 05-02329

Chapter 11 Petition Date: March 16, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Francisco J. Ramos Gonzalez, Esq.
                  Francisco J Ramos & Assoc Csp  
                  P.O. Box 191993  
                  San Juan, PR 00916  
                  Tel: (787) 860-1719

Total Assets: Unknown

Total Debts: $1,327,465

Debtor's 25 Largest Unsecured Creditors:
                                 
   Entity                                           Claim Amount
   ------                                           ------------
Antillos Cement Corporation                             $599,000
P.O. Box 192261
San Juan, PR 00919

Essroc San Juan                                         $116,830
P.O. Box 366698
San Juan, PR

Banco Popular de Puerto Rico                             $77,844
P.O. Box 70354
San Juan, PR 00936

J. Arce Trucking                                         $30,287

Gas Control Products of PR, Inc.                         $29,614

Cantera Carraizo, Inc.                                   $20,431

Corporacion Fondo Seguro Estado                          $19,550

Agregados Minillas                                       $19,064

Empresas Terrassa, Inc.                                  $18,858

Department de Hacienda                                   $18,775

Agregados Negron, Inc.                                   $16,933

Minicipio de San Juan                                    $13,510

Canarico Quarries                                        $12,553

Triple S, Inc.                                           $12,453

Transporte Cruz                                          $10,454

Internal Revenue Services                                 $8,200

Procan                                                    $7,016

Enviro Consult                                            $6,250

Caribbean Rubber Corp.                                    $6,222

Excellence Police, Inc.                                   $5,476

San Lorenzo Sand & Gravel Co.                             $5,013

Puerto Rico Traction Tires                                $4,248

Caribbean Business                                        $4,225

Department de Hacienda                                    $2,534


CORNING INC: Moody's Withdraws Ba2 Rating on $2 Billion Bank Loan
-----------------------------------------------------------------
Moody's Investors Service has withdrawn its Ba2 rating on the
unsecured $2 billion bank revolving credit facility of Corning
Incorporated that matures on August 11, 2005.

The company announced on March 17, that it arranged a new
unsecured $975 million five-year bank revolving credit facility
that replaces the $2 billion facility and has not requested to
have its new credit facility rated.


DECISIONONE CORP: Taps Richards Layton as Bankruptcy Co-Counsel
---------------------------------------------------------------          
DecisionOne Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Richards, Layton &
Finger, P.A., as its general bankruptcy co-counsel.

Richards Layton is expected to:

   a) advise the Debtor of its rights, powers, and duties as a
      debtor-in-possession in the continued operation and
      management of its business;

   b) take all necessary actions to protect and preserve the
      Debtor's estate, including the prosecution of actions on the
      Debtor's behalf, the defense of any actions against the
      Debtor, the negotiation of disputes in which the Debtor is
      involved, and the preparation of objections to claims filed
      against the Debtor's estate;

   c) prepare on behalf of the Debtor all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of its estate; and

   d) perform all other necessary legal services to the Debtor in
      connection with its bankruptcy case.

Mark D. Collins, Esq., a Director at Richards Layton, discloses
that the Firm received a $246,370 retainer.  Mr. Collins charges
$485 per hour for his services.

Mr. Collins reports Richards Layton's professionals bill:

    Professional          Designation        Hourly Rate
    ------------          -----------        -----------
    Rebecca L. Booth      Associate             $290
    Christina M. Houston  Associate             $220
    Aja E. Inskeep        Paraprofessional      $140

Richards Layton assures the Court that it does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Frazer, Pennsylvania, DecisionOne Corporation --
http://www.decisionone.com/-- serves leading companies and
government agencies with tailored information technology support
services that maximize the return on technology investments,
minimize capital and infrastructure costs and optimize operational
effectiveness.  The Company filed for chapter 11 protection on
March 15, 2005 (Bankr. D. Del. Case No. 05-10723).  When the
Debtor filed for protection from its creditors, it listed total
assets of $107 million and total debts of $273 million.


DECISIONONE CORP: Taps Houlihan Lokey as Financial Advisors
-----------------------------------------------------------          
DecisionOne Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Houlihan Lokey
Howard & Zukin Capital as its financial advisors.

Houlihan Lokey did prepetition work for the Debtor since January
2004 in negotiations with interested parties for the potential
sale of the Company's assets, in restructuring its Senior Notes
and assisting in negotiations with its Secured Noteholders.

Houlihan Lokey is expected to:

   a) assist the Debtor in the development, negotiation and
      implementation of a Sales Transaction or Transactions for
      the Debtor's assets and assist in valuing the Debtor's
      assets and operations;

   b) provide expert advise and testimony relating to financial
      matters associated with a Transaction, including the
      feasibility of that Transaction and the valuation of any
      securities in connection with the Transaction;

   c) advise the Debtor about possible mergers or acquisitions,
      the sale or disposition of any of the Debtor's assets or
      business, alternative restructuring or reorganization
      strategies, and the potential availability of new debt or
      equity financing;

   d) develop a list of potential lenders, equity investors,
      acquirers and strategic partners and interact with investors
      to create interest in the Debtor in relation to a Sales
      Transaction and prepare for the Debtor an offering
      memorandum for submission to interested investors and other
      parties;

   e) assist the Debtor with any due diligence investigations
      conducted in connection with any Transaction, and in
      preparing and presenting proposals to creditors,
      shareholders and other parties-in-interest in connection
      with any Transaction; and

   f) render other financial advisory and investment banking
      services that are mutually agreed by the Debtor and Houlihan
      Lokey.

David R. Hilty, a Managing Director at Houlihan Lokey, reports the
Firm's terms of compensation:

   a) a $100,000 Monthly Fee;

   b) in the event of a Sales Transaction, a Sales Transaction Fee
      of $1.5 million for a Transaction with an Aggregate Gross
      Consideration of up to $150 million, plus 2.5% of the
      incremental Gross Consideration for a Sales Transaction in
      excess of $150 million; and

   c) in the event of a successful Restructuring Transaction or
      Plan confirmation, a Restructuring Fee of $1.25 million
      provided, however, that the Restructuring Fee will be
      reduced by 75% of the aggregate amount of the Monthly Fees
      paid by the Debtor to Houlihan Lokey starting from July
      2004.

Houlihan Lokey assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

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


DURA AUTOMOTIVE: Weak Results Prompt S&P to Lower Rating to B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Rochester Hills, Mich.-based Dura Automotive Systems
Inc., to 'B' from 'B+' because of the company's weak operating
results, high debt leverage, and constrained liquidity that
results from the intense challenges of the automotive industry.
Dura, a manufacturer of automotive components, has total debt of
about $1.2 billion.  The outlook is negative.

"The operating environment in the domestic automotive supply
industry has become more difficult in recent months, which is
pressuring Dura's financial performance," said Standard & Poor's
credit analyst Martin King.  The company has endured weak earnings
and cash flow as a result of several factors.  There has been
reduced vehicle production from Ford Motor Co., (26% of Dura's
sales) and General Motors Corp. (14%).  There has also been an
unfavorable product mix, with reduced light-truck-related sales.

Unrecovered raw material costs have been higher, totaling about
$20 million during 2004, and these are expected to increase
incrementally in 2005.  Furthermore, there has been intense
pricing pressure from the company's customers, who have
suffered from deteriorating market shares.  Although Dura's sales
increased 4.5% during 2004, this was partly because of an
acquisition and foreign currency effects.  Operating income
(before special charges) was virtually flat, resulting in the
deterioration of EBIT margins to 5.5% from 5.7%.

Earnings pressures are expected to continue in 2005 because
organic growth is fairly modest and industry conditions are
expected to remain difficult, with continued high raw material
costs and weak first-half vehicle production schedules.  Dura
expects 2005 EBITDA to total $185 million to $195 million, a
10% decline from the company's previous guidance, and free cash
flow is expected to be negative.  The EBITDA forecast assumes that
industry pressures will ease during the second half of the year.
Although we believe this is a likely scenario, visibility is
currently very limited, and the extent to which a rebound may
occur is uncertain.


EXIDE TECH: Closes Senior Secured & Convertible Debt Offering
-------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE), a global leader in stored
electrical-energy solutions, successfully closed a senior secured
note offering first announced on Feb. 9 and a convertible note
offering first announced on March 10.

The offerings consisted of two tranches:

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

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

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

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

"The completion of this offering means that Exide's capital
structure has effectively moved into four markets - the bank,
bond, convertible and equity markets," said J. Timothy Gargaro,
Executive Vice President and Chief Financial Officer.

"This is a significant step in the long-term capital plan that the
new Exide embarked on when it emerged from Chapter 11 last May,"
Mr. Gargaro added.  "The dramatic increase in lead costs during
the past year consumed a significant amount of our liquidity that
we planned to use to further implement the Company's restructuring
plans.  These note offerings provide a capital solution to assist
us in our effort to restore liquidity and allow us to focus on
strengthening the Company for our customers, suppliers, employees
and shareholders."

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

                          *     *     *

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

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

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

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


EXIDE TECHNOLOGIES: S&P Puts B- Rating on $60M Senior Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Exide Technologies' $290 million senior secured notes due 2013 and
its 'B-' rating to the company's $60 million floating rate
convertible senior subordinated notes due 2013, both to be issued
under Rule 144A with registration rights.  At the same time the
'B+' corporate credit rating on the company was affirmed, and the
'B' rating on its proposed $350 million senior notes was
withdrawn.

Lawrenceville, N.J.-based Exide, a global manufacturer of
transportation and industrial batteries, has debt, including the
present value of operating leases, of about $750 million.  The
rating outlook is negative.

Exide replaced its proposed senior notes offering with the senior
secured notes and convertible notes.  Proceeds from the new debt
issues will be used to reduce bank debt and for general corporate
purposes.  Security for the senior secured notes is provided by a
junior lien on the assets that secured Exide's senior credit
facility, including the bulk of its domestic assets and 65% of
the stock of its foreign subsidiaries.

"We expect earnings and cash flow improvements, provided the costs
of lead remain fairly stable or decline and restructuring actions
are effective," said Standard & Poor's credit analyst Martin King,
"which should allow debt leverage to decline and cash flow
coverage to improve over the next few years.

Lead is a key component in battery production that now makes up
about one-third of Exide's cost of sales.

Mr. King said, "The completion of the new debt offerings will
support Exide's operational restructuring efforts. Failure to
report improved results, however, would cause credit protection
measures to deteriorate and could strain liquidity if the company
is unable to meet recently revised covenant requirements, possibly
leading to a rating downgrade."


FEDDERS CORP: 10-K Filing Delay Spurs S&P to Lower Rating to CCC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on air
treatment products manufacturer Fedders Corp., and Fedders North
America, Inc., including its corporate credit ratings to 'CCC'
from 'CCC+'.

The outlook remains negative.  Total debt outstanding at Sept. 30,
2004, was about $192 million.

The downgrade follows the company's announcement that it will
delay filing its Form 10-K for the fiscal year ended Dec. 31,
2004.  The delay was necessary because Fedders was unable to
complete its financial statements, including preparing supporting
documentation and providing this information to its auditors.  
In addition, Fedders also had not completed its management's
assessment of internal controls over financial reporting as
required by Sarbanes-Oxley Section 404.  "While the company has
indicated that it expects to file its annual report no later than
March 31, 2005, the limited information disclosed increases our
already heightened concerns about Fedders' extremely weak credit
profile," said Standard & Poor's credit analyst Jean C. Stout.

Moreover, liquidity continues to be a concern.  We believe it is
constrained, given the company's high working capital levels at
Sept. 30, 2004; peak working capital which generally occur during
the first half of the calendar year; and recent acquisitions.

For analytical purposes, Standard & Poor's consolidates Fedders
North America with its sister companies, and bases its ratings
conclusion on an operational and financial review of the parent
company, Fedders Corp.


FRESH CHOICE: Wants to Hire Andrew Natker as Expert Witness
-----------------------------------------------------------
Fresh Choice, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California, San Jose Division, for authority
to employ Andrew J. Natker as an expert witness.   The Debtor
wants Andrew J. Natker to perform related services with respect to
the Debtor's Chino Spectrum litigation.

The Debtor is currently in litigation in connection with its
request to assume and assign a Chino Spectrum Towne Center Ground
Lease, dated as of October 30, 2001, and the related sale of the
Debtor's building located at 3911 Grand Avenue, Chino, California.   
The Debtor seeks authority to assume and assign the Ground Lease
and sell the Building to SilverCreek Properties, LLC, for
$900,000.  The landlord for the Ground Lease, Vestar Chino opposed
the motion.

Andrew Natker will provide expert testimony at trial that the
proposed use of the Building will not disrupt the tenant mix or
balance at the Chino Center.  Mr. Natker will receive $500 per
hour.

To the best of his knowledge, Mr. Natker does not represent any
party-in-interest with respect to the Debtor's Chapter 11 case
and, thus, does not hold any material or adverse interest to the
Debtor's estate.

Headquartered in Morgan Hill, California, Fresh Choice, Inc. --
http://www.freshchoice.com/-- owns and operates a chain of more  
than 40 salad bar eateries, mostly located in California.  The
company filed for chapter 11 protection on July 12, 2004 (Bankr.
N.D. Calif. Case No. 04-54318).  Debra I. Grassgreen, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $29,651,000 in total
assets and $14,348,000 in total debts.


GENEVA STEEL: Sierra Energy to Examine Debtor on April 11
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah allows Sierra
Energy, Geneva Steel LLC's creditor, to conduct a Rule 2004
examination of the Debtor on April 11, 2005, at 2:00 p.m.
(Mountain Time), at:

               Snell & Wilmer
               West South Temple, Suite 1200
               Salt Lake City, Utah

Sierra Energy wants Geneva to designate a person to testify on its
behalf concerning its acts and conduct subsequent to Sierra
Energy's involvement in the Case, as well as Geneva's
contemplation of any plan of reorganization, either contemplated,
hypothetical or proposed, by any person or entity, prior to
October 25, 2004.  Sierra Energy wants to focus on documents and
meetings relating to its request for allowance of its $225,516
administrative claim.

Headquartered in Provo, Utah, Geneva Steel LLC, owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $262 million in total assets and
$192 million in total debts.


GENEVA STEEL: Court Appoints Ch. 11 Examiner to Uncover Violations
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah granted the
request of the United State's Trustee for Region 19 to appoint
Joel T. Marker as chapter 11 examiner in the bankruptcy case of
Geneva Steel LLC for the limited purpose of:

   (1) taking possession of all documents in the Debtor's
       possession which originated from the Official Committee of
       Unsecured Creditors or which contain confidential and
       privileged information and communications between the  
       Committee and its counsel and financial advisor;

   (2) taking a "ghost image" of the hard drives of the computers
       belonging to Geneva's CEO and President, Ken Johnsen and
       his secretary, Mary, including all files attributable to
       them on the Geneva network;

   (3) taking a "ghost image" of all electronic data on Geneva's
       servers, network, or mainframe, including any and all
       transactions by facsimile;

   (4) taking copies of all document logs sent and received from
       or to every fax machine or fax machine at Geneva at
       Sept. 1, 2004; and

   (5) identifying and copying all emails sent from and to the
       Geneva.com domain to any of the email addresses maintained
       by the members of the Creditors Committee, Silver Point
       Capital or Albert Fried.

The Chapter 11 Examiner needs to find out what confidential and
privileged information was leaked from the Creditors Committee to
Ken Johnsen or any person working at or for Geneva.

The U.S. Trustee believes Mr. Johnsen has violated bankruptcy and
other laws in connection with Sierra Energy's request to allow its
administrative claim.

Headquartered in Provo, Utah, Geneva Steel LLC, owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $262 million in total assets and
$192 million in total debts.


GOODYEAR TIRE: S&P Rates $300M Sr. Sec. 3rd-Lien Term Loan at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating and
'5' recovery rating to Goodyear Tire & Rubber Co.'s $300 million
senior secured third-lien term loan, indicating the likelihood
that lenders will realize marginal to negligible (25% or less)
recovery of principal in the event of payment default.  At the
same time, the 'B+' corporate credit rating on Goodyear Tire
& Rubber was affirmed.

Akron, Ohio-based Goodyear has total debt of about $6.6 billion,
and $6.3 billion of underfunded employee benefit liabilities.  
The ratings outlook is stable.

Proceeds from the new term loan will be used for working capital
and general corporate purposes, which will enhance Goodyear's
liquidity and financial flexibility.

"We expect Goodyear to continue to improve its operating results,"
said Standard & Poor's credit analyst Martin King.  "Upside rating
potential is limited, however, by an onerous debt burden, large
near-term cash obligations, and weak, albeit improving, earnings.
Downside risk is limited by improving market fundamentals,
expectations of further progress in North American operations, and
Goodyear's fair liquidity."

The borrower of the $300 million senior secured third-lien term
loan will be Goodyear Tire & Rubber Co., and guarantees will be
provided by its domestic subsidiaries.  Goodyear's North American
operations account for about 50% of sales.  The term loan matures
in 2011.

Security will include a third-priority lien on the assets of
Goodyear and the guarantors, including:

   (1) Accounts receivable and inventory, Goodyear's most liquid
       assets;
    
   (2) Goodyear's trademark, which we expect to retain significant
       value even in a default scenario because of the company's
       well-recognized brand name;

   (3) 65% of the stock of certain foreign subsidiaries, which,
       collectively, are profitable and generate positive cash  
       flow; and

   (4) Certain corporate assets, which are expected to have only
       modest value in a liquidation scenario.

The liens securing the third-lien loan will be subordinated to
Goodyear's $1.5 billion senior secured first-lien asset-backed
loan maturing 2010 and its $1.2 billion senior secured second-lien
term loan maturing 2010.  The third-lien loan will be pari passu
with the liens securing the company's $650 million senior secured
notes due 2011.


GREEN FOREST: S&P Assigns BB Rating to Series 2005-2E Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary credit
ratings to the Shandon secured credit-linked notes to be issued by
Green Forest Securities Ltd., an SPE.

This is an arbitrage transaction organized by TD Global Finance
and The Toronto-Dominion Bank under which the issuer is selling
protection to the swap counterparty on a reference portfolio of
125 corporate reference entities.  The issuer will pass this risk
on to investors by issuing segregated series of notes.  The
principal amount of the notes will be reduced by the amount that
any incurred loss exceeds the available credit support.

The issuer will use the proceeds of the notes to buy the
underlying collateral.  Under the credit default swap agreement,
the issuer will undertake to pay any interest due from the
collateral to the swap counterparty and the swap counterparty will
pay the interest due on the notes.

Within defined guidelines, the portfolio manager can modify the
reference entities.  Substitution must comply with Standard &
Poor's ratings guidelines, except in the case of credit-impaired
reference entities where the portfolio manager determines that
there is a material risk of credit deterioration for any asset in
respect of a reference entity.

"A portion of the performance fee will be deferred until
maturity," said Aymeric Chauve, a credit analyst with the
Structured Finance group in Paris.  "Each series will share an
underlying hypothetical performance tranche, which is a
subordinate tranche to all the funded series.  If the reference
portfolio credit quality deteriorates so much that there is no
remaining subordination to this performance tranche, then certain
trading activities will be suspended and the portfolio manager's
performance fee will be fully deferred to the reserve account.
This may be partially repaid as an extra, unrated amount to the
noteholders.

"Allowing the manager's fees to be deferred, depending on the
performance of the portfolio, is an unusual feature intended to
align the interests of manager and investor," Mr. Chauve
continued.

The full presale report for this transaction is available to
subscribers of RatingsDirect, Standard & Poor's Web-based credit
analysis system, at http://www.ratingsdirect.com/ The presale  
report can also be found on Standard & Poor's Web site at
http://www.standardandpoors.com/  
  
                            Ratings List
                      Green Forest Securities Ltd.
                  Shandon Secured Credit-Linked Notes
         
               Series(1)      Prelim.        Prelim.
                              rating         amount(2)
               --------       -------        ------
                2005-2A        AAA            TBD
                2005-2B        AA             TBD
                2005-2C        A              TBD
                2005-2D        BBB            TBD
                2005-2E        BB             TBD

(1) Each series of notes is an independent transaction with its  
     own documentation and payments but will reference the same
     initial portfolio. Other series with other ratings may also
     be issued.
(2) The issuer may issue notes denominated in euros, Japanese yen
     or any other major currency, with coupon types commensurate
     with demand from investors.

TBD - To be determined


HASBRO INC: Credit Agreement Amendments Cue S&P to Lift Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior unsecured
debt rating on Hasbro Inc. to 'BBB-' from 'BB+', reflecting the
recent amendment to the company's revolving credit agreement that
eliminated the springing lien provision.  This provision would
have given bank lenders a security interest in certain of Hasbro's
assets if it failed to maintain certain financial ratios or credit
ratings.  At the same time, Standard & Poor's affirmed its 'BBB-'
corporate credit rating on the company.  The outlook remains
stable.  Total debt as of Dec. 26, 2004, was $645 million.

Pawtucket, Rhode Island-based Hasbro is the world's second-largest
traditional toy maker.  The ratings reflect the company's strong
competitive position in the toy industry, good product line
diversity, and moderate capital structure.  Hasbro's product
portfolio is fairly diversified, with no line currently accounting
for more than 10% of sales.  The company has good market shares in
several toy categories, including the high-margin board games
segment, which accounts for a significant percentage of overall
profitability.

"Hasbro will need to increase its revenues from core product lines
and successfully introduce new products in order to deliver on its
long-term target of 3%-5% revenue growth," said Standard & Poor's
credit analyst Hal F. Diamond.

Standard & Poor's believes the company may face a challenge in
increasing sales at its targeted rate over the intermediate term,
which would require continued market share gains and success in
entering more risky product categories.  Ongoing challenges
include mature industry growth trends stemming in part from video
game competition and the changing tastes of children and teens,
achieving the heightened clout of a consolidated retail store
base, and the continued adoption of just-in-time inventory
management practices.  These factors have magnified the level of
activity and earnings risk associated with the Christmas selling
season.

Standard & Poor's is also concerned about the recent announcement
that Toys "R" Us Inc., (BB/Watch Neg/--), Hasbro's second-largest
customer, accounting for 15% of 2004 sales, will be acquired by
Kohlberg Kravis Roberts & Co., Bain Capital Partners LLC, and
Vornado Realty Trust.  The credit profile of Toys "R" Us upon its
sale, its new strategic direction, and potential store disposals
and closings are among the key issues that could directly affect
Hasbro.

The outlook is stable, incorporating the assumption that Hasbro's
focus on its core product line will result in continued robust
cash flow generation.  Cash flow may be used in part to reduce
debt, although management may decide to resume share repurchases
as well.  Standard & Poor's assessment of the impact of continued
competition from video games and mature industry growth prospects,
and the success of Hasbro's core brand strategy, will remain key
issues in the rating over the intermediate term.


HAYES LEMMERZ: Withdraws $150 Million Sr. Unsecured Notes
---------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) decided to
withdraw its previously announced plan to offer approximately
$150 million in Euro denominated senior unsecured notes through
its wholly owned subsidiary, HLI Operating Company, Inc.  As a
result, the previously announced agreement to amend the Company's
June 3, 2003, Credit Agreement will not take effect.  The Company
confirmed that it remained comfortable with its current earnings
guidance and outlook for 2005.

"As a result of recent industry announcements, current conditions
in the high yield market are no longer attractive.  Given other
available alternatives, we did not feel a transaction was
appropriate at current interest rates.  We will continue to pursue
more favorable actions to enhance liquidity and implement our
growth strategy, such as our previously announced plans for an
international accounts receivable securitization program and sale
of our Commercial Highway Hub and Drum business," said James Yost,
Vice President of Finance and Chief Financial Officer.  "We are
currently in discussions with our lenders to complete certain
previously announced amendments to the Credit Agreement, including
our ability to retain a portion of the proceeds from the proposed
divestiture, favorably modify the financial covenants and increase
the revolving loan."

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Dela. Case No. 01-11490).  Eric
Ivester, Esq., and Mark S. Chehi, Esq., at Skadden, Arps, Slate,
Meager & Flom represent the Debtors' in their restructuring
efforts.

                          *     *     *

As reported in the Troubled Company Reporter on March 14, 2005,
Moody's Investors Service assigned a B2 rating for the proposed
new guaranteed senior unsecured notes of HLI Operating Company,
Inc., an indirect subsidiary of Hayes Lemmerz International, Inc.
Half of the net proceeds of the proposed notes will be applied to
prepay existing senior secured term loans, with the other half to
be used to either augment cash or repay outstanding revolver debt
or accounts receivable securitization usage.

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

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

These specific rating actions were taken by Moody's:

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

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

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

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

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

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

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


HEATH SPRINGS: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Heath Springs Residential Care Center, Inc.  
        PO Box 503  
        Heath Springs, South Carolina 29058

Bankruptcy Case No.: 05-02885

Type of Business: The Debtor operates assisted living facilities,          
                  nursing care facilities, retirement centers &    
                  apartments.

Chapter 11 Petition Date: March 11, 2005

Court: District of South Carolina (Columbia)

Judge: Chief Judge Wm. Thurmond Bishop

Debtor's Counsel: Jane H. Downey, Esq.  
                  P.O. Box 11874  
                  Columbia, SC 29211  
                  Tel:  (803) 929-0030  
                  Fax : (803) 929-0050

Total Assets: $499,866

Total Debts:  $1,261,415

Debtor's 10 Largest Unsecured Creditors:
                                 
   Entity                   Nature of Claim         Claim Amount
   ------                   ---------------         ------------
David Funderburk            614 Hart Street Heath     $1,020,977   
610 W. Shiloh Unity Road    Springs, SC 29058          ($450,000
Lancaster, SC 29720         (building & 6 acres         secured)             
                            of land); UCC filed
                            1999 has expired.

IRS                         Lien                         $99,619
Philadelphia, PA 19255      Value of Security:
                            $29,092

Internal Revenue Service    Taxes                        $45,000
Memphis, TN 37501

Brenda Jones                                             $27,000

Lancaster County            County taxes on building,    $18,000
Tax Collector               land & equipment.   

Richard Blackmon            Business loan                $15,105       

IRS                         Lien                          $9,655

Foodservice                                               $4,285

American Express            Credit card                    $1000

IRS                                                      Unknown


HYTEK MICROSYSTEMS: Posts $400,000 Net Loss in Fourth Quarter
-------------------------------------------------------------
Hytek Microsystems, Inc. (OTC Bulletin Board: HTEK) reported
fiscal 2004 fourth quarter and full year financial results.

Net revenues for the fourth quarter ended January 1, 2005,
decreased approximately 2% to $2,504,000 from $2,566,000 for the
fourth quarter ended January 3, 2004.  For the year ended
January 1, 2005, Hytek's net revenues were essentially flat at
$10,139,000 compared to $10,181,000 for fiscal year 2003.  
Although net revenues for the respective periods were relatively
unchanged, there was a change in mix with increases in medical
business with Medtronic A/S offset by reductions in military
business with Chesapeake Sciences Corporation and in standard
products.

Hytek's net loss for the fourth quarter ended January 1, 2005, was
$400,000, compared to a net loss of $580,000 for the fourth
quarter of 2003.  For the year ended January 1, 2005, Hytek's net
loss was $549,000, compared to a net loss of $970,000 for the
prior year ended January 3, 2004.  Contributing to the reduced net
loss for the year ended January 1, 2005 as compared to fiscal year
2003 was an accumulation of scrap recovery totaling approximately
$119,000, which reduced cost of sales during the first quarter
ended April 2, 2004.  Offsetting this recovery were additional
costs of approximately $88,000 in connection with the pending
merger and related costs in the fourth quarter of fiscal year
2004.

"Our goal at the beginning of fiscal 2004 was to achieve breakeven
results on flat revenues.  Although we missed our profit plan for
the year, we have narrowed the losses that we have experienced
since fiscal year 2001," noted John Cole, Hytek's President and
CEO.

On January 24, 2005, Hytek received notice from Medtronic that it
would place no further purchase orders with Hytek.  Medtronic had
indicated previously that it intended to develop an internal
source of supply for one of our products based upon its own
business considerations.  Medtronic confirmed to Hytek that its
discontinuation of purchases from Hytek was not based upon any
dissatisfaction with the quality of the products manufactured by
Hytek for Medtronic.  John Cole stated, "Due to the fact we have
been successful in booking new business from other customers, we
believe this event will not have a material adverse effect on
results of operations for fiscal 2005."

On February 14, 2005, Hytek Microsystems, Inc., disclosed that
Hytek had entered into a merger agreement with Natel Engineering
Co., Inc.  The pending merger transaction is conditioned on
obtaining requisite shareholder approval from the shareholders of
Hytek and other customary closing conditions.  The companies
expect to close the transaction during the second quarter of 2005.

                       Going Concern Doubt

The report of Hytek's independent auditors on the Company's
January 3, 2004, financial statements includes an explanatory
paragraph indicating there is substantial doubt about Hytek's
ability to continue as a going concern and it is anticipated that
the audit report for the year ended January 1, 2005, will also be
subject to that qualification.

Founded in 1974 and headquartered in Carson City, Nevada, Hytek
specializes in hybrid microelectronic circuits that are used in
military applications, geophysical exploration, medical
instrumentation, satellite systems, industrial electronics, opto-
electronics and other OEM applications.


HOLLINGER INT'L: Can't Make Two-Month Deadline to File Financials
-----------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) will not be able to file
its Quarterly Reports on Form 10-Q for the first three quarters of
2004, or its 2004 Annual Report on Form 10-K by March 31, 2005.

As previously reported, the Company disclosed that it expected to
file its three 10-Q reports for 2004 within a two-month period and
that the filing of its 2004 Annual Report on 10-K could be delayed
beyond March 31, 2005, due to the work involved in the auditing
process.

The Company is working with its external auditors to conclude the
work involved in the filing of the 10-Qs and 10-K for 2004 as
expeditiously as possible.

                        About the Company

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.

                          *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,
as a result of the delay in the filing of Hollinger's 2003 Form
20-F (which would include its 2003 audited annual financial
statements) with the United States Securities and Exchange
Commission by June 30, 2004, Hollinger is not in compliance with
its obligation to deliver to relevant parties its filings under
the indenture governing its senior secured notes due 2011.
Approximately $78 million principal amount of Notes is outstanding
under the Indenture.  On August 19, 2004, Hollinger received a
Notice of Event of Default from the trustee under the Indenture
notifying Hollinger that an event of default has occurred under
the Indenture.  As a result, pursuant to the terms of the
Indenture, the trustee under the Indenture or the holders of at
least 25 percent of the outstanding principal amount of the Notes
will have the right to accelerate the maturity of the Notes.

Approximately $5 million in interest on the Notes was due on
September 1, 2004.  Hollinger has deposited the full amount of the
interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

There was in excess of $267.4 million aggregate collateral
securing the $78 million principal amount of the Notes
outstanding.

Hollinger also received notice from the staff of the Midwest
Regional Office of the U.S. Securities and Exchange Commission
that they intend to recommend to the Commission that it authorize
civil injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder.  The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought.  A similar notice has been sent to some of Hollinger's
directors and officers.


HORIZON NATURAL: Court Orders $350,000 Payment to Wells Fargo
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
directs Horizon Natural Resources to pay Wells Fargo Bank,
National Association $350,000 in full satisfaction of its
administrative claim.  Wells Fargo has repeatedly asked Horizon to
pay up but it wouldn't.

Wells Fargo Bank, the successor-by-merger with Wells Fargo Bank
Minnesota, National Association, is the former indenture trustee
under the indenture dated as of May 8, 2002, with respect to the
11-3/4% Senior Secured Notes due in 2009.  Third-Tier Note Holders
with claims amounting to $477,173,632 will receive a pro rata
recovery with general unsecured creditors and a 42.5% distribution
of Old Ben Coal Company equity on account of their claims.

As reported in the Troubled Company Reporter on Sept. 2, 2004, the
court-confirmed plan divides Horizon into two new entities,
International Coal Group and Old Ben Coal Company.

Headquartered in Ashland, Kentucky, Horizon Natural Resources
f/k/a AEI Resources Holding, is one of the United States' largest
producers of steam (bituminous) coal.  The Company filed for
chapter 11 protection on February 28, 2002 (Bankr. E.D. Ky. Case
No. 02-14261).  Ronald E. Gold, Esq., at Frost Brown Todd LLC,
represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
over $100 million in total assets and total debts.


ILLINOIS POWER: Moody's Reviews Low-B Ratings for Possible Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Illinois Power
Company under review for possible upgrade. Ratings under review
are:
   
   1. IP's Baa3 senior secured debt;
   
   2. Ba1 Issuer Rating; and
   
   3. Ba3 preferred stock.

IP is a wholly owned subsidiary of Ameren Corporation.

The review of IP's ratings is prompted by the faster than
anticipated execution of its debt reduction and recapitalization
plan and IP's successful initial integration into the Ameren
utility system.

Since the acquisition closed on September 30, 2004, equity
injections by Ameren have enabled IP to reduce long-term debt by
approximately $792 million.  IP redeemed debt through a successful
equity clawback redemption, a cash tender offer, and open market
repurchases of virtually all of its $550 million high cost 11.5%
first mortgage bonds, and other measures.

As a result, IP's long-term debt has fallen from $1.8 billion at
September 30, 2004 to $1.1 billion at December 31, 2004, and an
additional $70 million of first mortgage bonds matured and was
paid off with cash during the first quarter of 2005.  The
reduction of IP's high debt load is expected to dramatically
improve cash flow coverage measures in 2005 and thereafter.

IP's liquidity has also improved since the acquisition as it is
now a participant in the money pool borrowing arrangement among
Ameren's regulated utility subsidiaries.  The utility also has the
ability to borrow directly from Ameren.  IP's financial measures
appear to be consistent with a higher rating.  For example, the
ratio of adjusted funds from operations to total debt was
approximately 14% for 2004, which is strong for the current rating
category.

The review of IP's ratings will further assess:

   -- IP's projected financial performance and cash flow coverage
      measures;

   -- the extent and progress of IP's integration into the Ameren
      system;

   -- the effect of the cost savings measures and other
      improvements being implemented by Ameren; and

   -- developments with regard to IP's pending $25 million gas
      base rate increase request.

The review will also consider the financial condition of Dynegy,
which is IP's main power supplier through 2006; and developments
with regard to the anticipated post-2006 regulatory structure in
Illinois.

Illinois Power Company (which also does business as AmerenIP),
headquartered in Decatur, Illinois, is an electric and gas
transmission and distribution utility and a subsidiary of Ameren
Corporation, a public utility holding company headquartered in St.
Louis, Missouri.


INDEPENDENCE CLO: Fitch Junks Class C Notes & Preference Shares
---------------------------------------------------------------
Fitch Ratings downgrades four classes of notes issued by
Independence II CDO Ltd.  These rating actions are effective
immediately:

    -- $244,812,675 class A notes downgraded to 'AA-' from 'AA+';
    -- $78,000,000 class B notes downgraded to 'BB-' from 'BBB+';
    -- $15,045,083 class C notes downgraded to 'CCC' from 'BB';
    -- $16,700,000 preference shares downgraded to 'C' from 'CCC'.

Furthermore, the class B and C notes are removed from Rating Watch
Negative.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
class C note addresses 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 of the preference shares
addresses the likelihood that investors will receive ultimate and
compensating payments resulting in a dividend and return on the
preference share rated balance equivalent to 1%, as per the
governing documents, as well as the initial preference share rated
balance by the legal final maturity date.

Independence II is a collateralized debt obligation -- CDO --
managed by Declaration Management & Research LLC that closed July
2001.  Independence II is composed of approximately 40.4%
residential mortgage-backed securities -- RMBS, 37.1% commercial
mortgage-backed securities -- CMBS, 16.7% asset-backed securities
-- ABS, 5.4% CDOs, and 0.5% real estate investment trusts --
REITs.  The transaction's reinvestment period has ended and the
manager's sales are limited to defaulted assets and equity.
Since the rating action in July 2004, the collateral quality has
experienced deterioration.  Mezzanine and subordinate tranches
from underperforming manufactured housing securitizations have
taken principal write-downs and, in Fitch's opinion, over $13
million in collateral that was considered performing from its
previous review is now considered distressed.

The class A/B overcollateralization -- OC -- ratio and class C OC
ratio have decreased to 96.4% and 92.1% as of Feb. 28, 2005, from
104.1% and 100.2%, respectively, as of June 30, 2004.  The class
A/B OC ratio and class C OC ratio are currently failing their test
levels of 103.3% and 125%.  The class A/B interest coverage -- IC
-- ratio is failing its test at 112.2% versus a test level of
118.5% while the class C IC ratio is failing at 108.6% with a test
level of 112.5%.

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/


INDEPENDENCE I: Fitch Junks $15.46 Million Class C Notes
--------------------------------------------------------
Fitch Ratings downgrades three classes of notes issued by
Independence I CDO, Ltd.  These rating actions are effective
immediately:

    -- $200,218,935 class A notes downgraded to 'AA' from 'AA+';
    -- $50,000,000 class B notes downgraded to 'BB' from 'A-';
    -- $15,469,499 class C notes downgraded to 'CC' from 'BB'.

The ratings of the class A and class B 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 rating
of the class C notes addresses 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.

Independence I is a collateralized debt obligation -- CDO --
managed by Declaration Management & Research LLC that closed in
December 2000.  Independence I is composed of approximately 43.3%
asset-backed securities -- ABS, 26.1% commercial mortgage-backed
securities -- CMBS, 23.1% residential mortgage-backed securities  
-- RMBS, and 7.6% CDOs.  An event of default has occurred as a
result of the aggregate principal balance of the collateral debt
securities falling below the aggregate balance of rated notes.  
The governing documents provide several rights and remedies under
the event of default.  These include but are not limited to
acceleration of maturity and liquidation.  Use of such remedies
may adversely affect the class B and class C notes.

Since the rating action in May 2004, the collateral quality has
experienced deterioration.  Mezzanine and subordinate tranches
from underperforming manufactured housing securitizations have
taken principal write-downs and, in Fitch's opinion, over $14
million in collateral that was considered performing from its
previous review is now considered distressed.

The class A/B overcollateralization -- OC -- ratio and class C OC
ratio have decreased to 97.9% and 92.2% as of the most recent
trustee report from 107.3% and 101.7%, respectively, as of March
26, 2004.  The class A/B OC ratio and class C OC ratio are
currently failing their test levels of 105.8% and 101.5%,
respectively.  The class A/B interest coverage -- IC -- ratio is
passing its test at 129.9% versus a test level of 115.0%, while
the class C IC ratio is failing at 96.8% with a test level of
108.5%.

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/


INDYMAC MANUFACTURED: Fitch Junks Four Contract Certificates
------------------------------------------------------------
Fitch Ratings has taken rating actions on IndyMac Manufactured
Housing -- MH -- contract pass-through certificates:

   Series 1997-1

      -- Classes A-2 to A-6 downgraded to 'A' from 'AA';
      -- Class M downgraded to 'C' from 'CCC';
      -- Class B-1 remains at 'C'.

   Series 1998-1

      -- Classes A-3 to A-5 downgraded to 'BBB+' from 'A';
      -- Class M downgraded to 'C' from 'CCC';
      -- Class B-1 remains at 'C'.

   Series 1998-2

      -- Classes A-2 to A-4 downgraded to 'A' from 'AA';
      -- Class M-1 downgraded to 'CC' from 'B';
      -- Class M-2 downgraded to 'C' from 'CCC'.

The collateral in the aforementioned transactions consists of
fixed-rate manufactured housing installment sales contracts and
installment loan agreements secured by security interests in the
manufactured homes and by liens on the real estate on which the
manufactured homes are located.  As of the February 2005
distribution date, the transactions are seasoned from a range of
79 to 90 months, and the pool factors (current contract principal
outstanding as a percentage of the initial pool) range from
approximately 24% to 32%.

The negative rating actions, which affect approximately $147.8
million of outstanding certificates, are taken due to continued
poor performance of the underlying collateral, as well as
diminishing credit enhancement.  As of the February 2005
distribution date, the cumulative loss percentages on series
1997-1, 1998-1, and 1998-2 are 22.63%, 22.10%, and 20.01%,
respectively.

In the series 1997-1 transaction, overcollateralization -- OC --
has been fully depleted, and the high level of losses incurred has
resulted in the adjusted certificate principal balance of class B-
2 being written down to zero.  Currently, the senior classes (A-2
to A-6) benefits from 34.53% credit enhancement, or $12,345,726,
in the form of subordination, and class M benefits from 1.16%
credit enhancement, or $414,726, in the form of subordination.  
The six-month average monthly loss for series 1997-1 is
approximately $349,840, and the current pool factor is
approximately 24%.

In the series 1998-1 transaction, OC has been fully depleted, and
the high level of losses incurred has resulted in the adjusted
certificate principal balance of class B-2 being written down to
zero.  Currently, the senior classes (A-3 to A-5) benefit from
25.95% credit enhancement, or $12,113,105, in the form of
subordination.  Class M benefits from 0.89% credit enhancement, or
$414,105, in the form of subordination.  The six-month average
monthly loss for series 1998-1 is approximately $401,974, and the
current pool factor is approximately 32%.

In the series 1998-2 transaction, OC has been fully depleted, and
the high level of losses incurred has resulted in the adjusted
certificate principal balances of classes B-1 and B-2 being
written down to zero.  Currently, the senior classes (A-2 to A-4)
benefits from 34.06% credit enhancement, or $22,536,316, in the
form of subordination.  Class M-1 benefits from 6.31% credit
enhancement, or $4,176,316, in the form of subordination.  The
six-month average monthly loss for series 1998-2 is approximately
$569,430, and the current pool factor is approximately 29%.

Fitch will continue to closely monitor these transactions, given
the historical performance trends of manufactured housing
securities.  Further information regarding current delinquency,
loss, and credit enhancement statistics is available on the Fitch
Ratings web site at http://www.fitchratings.com/


IWO HOLDINGS: Asks Court for Final Decree Closing Chapter 11 Cases
------------------------------------------------------------------          
IWO Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for the entry of a
final decree closing their chapter 11 cases pursuant to Section
350(a) of the Bankruptcy Code, Bankruptcy Rule 3022 and Rule
5009-1 of the Local Rules of Bankruptcy Practice and Procedure of
the Bankruptcy Court.

The Court confirmed the Debtors' Plan of Reorganization on Feb. 9,
2005, and the Plan became effective on Feb. 10, 2005.

The Debtors present four reasons militating in favor of their
request:

   a) their Plan has been consummated, the Court's Confirmation
      Order is final and nonappealable, and all properties
      required to be transferred pursuant to the Plan has been
      transferred

   b) all payments required to be made under the Plan have been
      made with the exception of the U.S. Trustee fees, which are
      not yet due and payable, and the payment of fees and
      reimbursement of expenses sought by the Debtors'
      professionals, which are scheduled for final hearing on
      March 28, 2005; and

   c) the docket for the Debtors chapter 11 cases reflect that
      there are no adversary proceedings or contested matters
      pending before the Bankruptcy Court; and

   d) the Debtors have filed their final reports of their chapter
      11 cases on March 10, 2005.

The Debtors submit that these facts satisfy cause to conclude that
their chapter 11 cases are fully administered and can be formally
closed by the court.

The Court will convene a hearing at 1:30 p.m., on March 28, 2005,
to consider the Debtors' closure request.

Headquartered in Lake Charles, Louisiana, IWO Holdings, Inc., --
http://iwocorp.com/-- through its Independent Wireless One   
Corporation subsidiary, is a PCS affiliate of Sprint PCS.  IWO
Holdings provides mobile digital wireless personal communications
services, or PCS, under the Sprint and Sprint PCS brand names in
upstate New York, New Hampshire (other than Nashua market),
Vermont and portions of Massachusetts and Pennsylvania.  The
Debtors filed for chapter 11 protection on January 4, 2005 (Bankr.
D. Del. Case Nos. 05-10009 to 05-10011).  When the Debtors sought
bankruptcy protection, they reported assets amounting to
$246,921,000 and debts amounting to $413,275,000.


JOSEPH E. BURAN: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Joseph E. Buran
        24 The Hamlet
        East Amherst, New York 14051

Bankruptcy Case No.: 05-11957

Type of Business: The Debtor is an affiliate of Amherst Orthopedic
                  Associates, P.C. (Bankr. W.D.N.Y. Case No.
                  05-11873).

Chapter 11 Petition Date: March 17, 2005

Court:  Western District of New York (Buffalo)

Judge:  Carl L. Bucki

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

Total Assets: $2,750,721

Total Debts:  $4,305,761

Debtor's 12 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Amherst Medical Park, Inc.                            $2,500,000
c/o C/N Group, Inc.
114 East 90th Drive
Merrillville, IN 46410

M&T Bank                         Guarantee of           $750,000
One M&T Plaza                    Mortgage on
Buffalo, NY 14203                Amherst Medical
                                 Park, Inc., Building

Charter One Bank                 Guarantee on Line      $300,000
1215 Superior Avenue             of Credit for
Cleveland, OH 44114              Amherst
                                 Orthopedics, P.C.

M&T Bank                         Amherst Medical         $75,000
One M&T Plaza                    Park, Inc.
Buffalo, NY 14203

CardMember Services              Credit Card             $38,000
P.O. Box 15298
Wilmington, DE 19850

CardMember Services              Credit Card              $5,000
P.O. Box 15298
Wilmington, DE 19850

Amherst Orthopedics, P.C.                                     $1
850 Hopkins Road
Williamsville, NY 14221

Kelly Anne Daniels               Pending lawsuit              $1
c/o James D. Doyle, Esq.
2358 Ridge Road W
Rochester, NY 14626

Michael J. Ostempowski, MD                                    $1
39 Gale Drive
Lancaster, NY 14086

Michael R. Hayman, MD                                         $1
5755 Shimerville Road
Clarence Center, NY 14032

Peter R. Jay, MD                                              $1
5785 Forest Creek Drive
East Amherst, NY 14051

Thaddeus E. Szarzanowicz, MD                                  $1
3555 Pleasant Street
Hamburg, NY 14075


KAISER GROUP: Will Buy Back Preferred Stock on April 22
-------------------------------------------------------
Kaiser Group Holdings, Inc. (OTC Bulletin Board: KGHI; Pink
Sheets) disclosed that the effective date of the redemption of
$9,999,990.00 liquidation preference of its Series 1 Redeemable
Cumulative Preferred Stock is on April 22, 2005.  The redemption
will be on a pro rata basis, in accordance with the terms of the
Series 1 Redeemable Cumulative Preferred Stock, which requires at
least 30 days' notice of the redemption.

Kaiser Group Holdings, Inc., is a Delaware holding company formed  
on December 6, 2000 for the purpose of owning all of the  
outstanding stock of Kaiser Group International, Inc.  Kaiser  
Group International, Inc., continues to own the stock of its  
remaining subsidiaries.  On June 9, 2000, Kaiser Group  
International, Inc., and 38 of its domestic subsidiaries  
voluntarily filed for protection under Chapter 11 of the United  
States Bankruptcy Code in the District of Delaware (case nos.
00-2263 to 00-2301).  Kaiser Group International, Inc. emerged
from bankruptcy with a confirmed Second Amended Plan of
Reorganization declared effective on December 18, 2000.  
  
In its Form 10-K for the fiscal year ended December 31, 2003,  
Kaiser Group Holdings, Inc. further states:  
  
"The effectiveness of the Plan as of December 18, 2000, did not in  
and of itself complete the bankruptcy process.  The process of  
resolving in excess of $500 million of claims initially filed in  
the bankruptcy is ongoing.  By far the largest class of claims  
(Class 4) was made up of creditor claims other than trade creditor  
and equity claims. Class 4 claims included holders of Kaiser Group  
International, Inc.'s senior subordinated notes due 2003 (Old  
Subordinated Notes).  Holders of allowed Class 4 claims received a  
combination of cash and our preferred (New Preferred) and common  
stock (New Common) in respect of their claims. Such holders  
received one share of New Preferred and one share of New Common  
for each $100 of claims.  However, the number of shares of New  
Preferred issued was reduced by one share for each $55.00 of cash  
received by the holder of an allowed Class 4 claim.  
  
"Pursuant to the terms of the Plan, we were required to complete  
our initial bankruptcy distribution within 120 days of the  
effective date of the Plan.  Accordingly, on April 17, 2001, we  
effected our initial distribution of cash, New Preferred and New  
Common to holders of Class 4 claims allowed by the Bankruptcy  
Court.  At that time, there were approximately $136.8 million of  
allowed Class 4 claims.  The amount of unresolved claims remaining  
at April 17, 2001 was approximately $130.5 million.  
  
"To address the remaining unresolved claims, the Bankruptcy Court  
issued an order on March 27, 2001, establishing an Alternative  
Dispute Resolution -- ADR -- procedure whereby the remaining  
claimants and we produce limited supporting data relative to their  
respective positions and engage in initial negotiation efforts in  
an attempt to reach an agreed claim determination.  If necessary,  
the parties were thereafter required to participate in a non-  
binding mediation before a mediator pre-selected by the Bankruptcy  
Court.  All unresolved claims as of March 27, 2001, became subject  
to the ADR process.  Since April 17, 2001, the date of the initial  
distribution, $123 million of asserted claims have been withdrawn,  
negotiated or mediated to an agreed amount, resulting in cash  
payments approximating $2.2 million and issuances of 683 shares of  
New Preferred and 823 shares of New Common.  
  
"As of March 26, 2004, the amount of unresolved claims was  
approximately $7.5 million.  We expect to resolve the remaining  
claims in the first six months of 2004 and currently believe that  
the total amount of Class 4 claims ultimately to be allowed in the  
Old Kaiser bankruptcy proceeding will not exceed $142.5 million.  
As demonstrated by the claim settlements completed since April 17,  
2001, and based on the belief that it is in the Company's and its  
shareholders' best interest, we have been settling certain  
remaining Class 4 claims entirely for cash payments in lieu of the  
combination of cash and New Preferred and New Common as  
contemplated in the Plan.  We intend to continue to use this  
settlement alternative during its resolution of remaining Class 4  
claims.  
  
"From time to time in the future, as remaining unresolved claims  
are resolved, excess cash from the 'reserve' fund (including cash  
added to 'reserve' fund in payment of pro forma dividends,  
classified as interest expense subsequent to July 1, 2003, on  
retained shares of New Preferred) must be used to redeem  
outstanding shares of New Preferred.  In January 2003, we redeemed  
282,000 shares of outstanding New Preferred by using $8.9 million  
and $5.2 million of restricted and unrestricted cash,  
respectively.  In October 2003, we redeemed 113,530 shares of  
outstanding New Preferred by using $1.6 million and $4.6 million  
of restricted and unrestricted cash, respectively.  In February  
2004, we redeemed 95,932 shares of New Preferred by using  
$3.2 million of restricted cash and $2.1 million of unrestricted  
cash."


KARLENE SENN: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Karlene Ohls Senn
        P.O. Box 931
        Diablo, California 94528
        Tel: (925) 820-8863

Bankruptcy Case No.: 05-41207

Chapter 11 Petition Date: March 16, 2005

Court: Northern District of California

Judge: Randall J. Newsome

Debtor's Counsel: David M. Sternberg, Esq.
                  Sternberg and Coad-Hermelin LLP
                  540 Lennon Lane
                  Walnut Creek, California 94598
                  Tel: (925) 946-1400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim     Claim Amount
   ------                     ---------------     ------------
   Suzanne L. Ohls                                     $17,000
   1102 Wiladonda Drive
   La Canada, CA 91011

   San Ramon Regional                                  $16,654
   Medical Center
   PO Box 31001-0124
   Pasadena, CA 91110-0024

   Delores Sargent, Esq.       Legal Services          $16,000
   Harkins & Sargent           
   3160 Crow Canyon Pl.,
   Suite 205
   San Ramon, CA 94583

   Robin Ohls                                           $5,000
   
   Internal Revenue Service    Income Tax               $4,000
   Special Procedures Section  
   
   Franchise Tax Board         Income Tax               $4,000
   Attn: Special Procedures    
   
   Franchise Tax Board         Income Tax               $3,976
   Attn: Special Procedures    
   
   AMA Collection Services     Medical                  $3,434
                               Services

   Tammy Ohls                                           $3,000
   
   Internal Revenue Service    Income Tax               $2,000
   Special Procedures Section  
   
   Howard Sokoloff, DPM, MS    Medical Services         $1,954
                                                             
   Harry Ohls                                           $1,800

   Medical Anesthesia          Medical Service            $683
   Associates                  
                                  
   Capital One Services        Credit Card                $542
                               Debt

   Tom Fasanaro, DDS           Dental Services            $410


LORAL SPACE: Wants Until May 31 to Solicit Plan Acceptances
-----------------------------------------------------------
Loral Space & Communications and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
extend the period within which they have the exclusive right to
solicit acceptances of a chapter 11 plan to May 31, 2004.

The Debtors need more time to continue their discussion and
resolve their disputes with the Official Committee of Unsecured
Creditors and trade creditors with respect to the Debtors Second
Amended Plan and Second Amended Disclosure Statement.  

The Disclosure Statement Hearing has been adjourned to March 22,
2005, so that these efforts can continue.

                        About the Plan

The Plan provides, among other things, that:

    * Loral's two businesses, Space Systems/Loral and Loral
      Skynet, will emerge intact as separate subsidiaries of
      reorganized Loral (New Loral).

    * Space Systems/Loral, the satellite design and manufacturing
      business, will emerge debt-free.

    * The common stock of New Loral will be owned by Loral
      bondholders, Loral Orion bondholders and certain other
      unsecured creditors, as follows:

    * Loral bondholders and certain other unsecured creditors
      will receive approximately 19.4% of the common stock of
      New Loral.

    * Loral Orion unsecured creditors, including Loral Orion
      bondholders, will receive approximately 79% of
      New Loral's common stock plus $200 million in new senior
      secured notes to be issued by reorganized Loral Skynet.
      These creditors also will be offered the right to
      subscribe to purchase their pro-rata share of an
      additional $30 million in new senior secured notes to be
      issued by reorganized Loral Skynet.  This rights offering
      will be backstopped by certain creditors who will receive
      a fee payable in the notes.

    * All other general unsecured creditors will have an option
      to elect to receive their pro rata share of approximately
      1.6% of New Loral common stock or their pro rata
      share of $30 million in cash, subject to adjustment for
      over-subscription or under-subscription.

    * Existing common and preferred stock will be cancelled and no
      distribution will be made to current shareholders.

    * New Loral will emerge as a public company and will seek
      listing on a major stock exchange.

The current Disclosure Statement estimates New Loral's enterprise
value at $650 million to $800 million.   As previously reported,
Harrison Goldin, appointed as an examiner in Loral's chapter 11
cases, says the estates are undervalued by $281 million to $463
million.

Loral Space & Communications -- http://www.loral.com/-- is a    
satellite communications company.  Its Space Systems/Loral
division is a world-class leader in the design and manufacture of  
satellites and satellite systems for commercial and government  
applications including direct-to-home television, broadband  
communications, wireless telephony, weather monitoring and air  
traffic management.  Through its Loral Skynet division, it owns
and operates a fleet of telecommunications satellites used to  
broadcast video entertainment programming, distribute broadband  
data, and provide access to Internet services and other value-
added communications services.  

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


MASTR ASSET: S&P Places Low-B Ratings on 31 Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
14 classes of certificates from four transactions issued by
MASTR Asset Securitization Trust.  In addition, ratings are
affirmed on 583 classes from the remaining transactions issued by
MASTR Asset Securitization Trust.

The raised ratings reflect the good performance of the mortgage
loan pools and actual and projected credit support percentages
that adequately support the raised ratings.  Current credit
support for the classes with raised ratings has increased to an
average of 2.23x the credit support of the new rating levels,
ranging from 1.93x for class 30-B-3 from series 2003-1 to
2.9x for class B-1 from series 2002-8.  The higher credit support
percentages resulted from significant principal prepayments and
the shifting interest structure of the transactions.

As of the February 2005 remittance date, the upgraded transactions
had total delinquencies below 2%, and there were no realized
losses.

The affirmations reflect actual and projected credit support
percentages that should be sufficient to support the certificates
at their current rating levels.  As of the February 2005
distribution date, total delinquencies for the affirmed
transactions ranged from 0.0% (series 2004-4 loan group 1) to
3.2% (series 2001-3), serious delinquencies ranged from 0.00% to
0.45% (series 2003-5) of the current pool balance, and there were
no realized losses.

The transactions have paid down to well below 35% of their
original principal balances, and are backed by collateral pools
that consist of conventional, fixed-rate mortgage loans secured by
one- to four-family residential properties with original terms to
maturity of no more than 30 years.
     
            
                          Ratings Raised
                  MASTR Asset Securitization Trust
                      
                                                Rating
            Series         Class              To      From
            ------         -----              ---     ----
            2002-8         B-1                AAA     AA+
            2002-8         B-21               AA+     AA
            2002-8         B-31               AA-     A-
            2003-1         15-B-1             AA+     AA
            2003-1         15-B-2             AA-     A
            2003-1         30-B-1             AA+     AA
            2003-1         30-B-2             AA-     A
            2003-1         30-B-3             BBB+    BBB
            2003-1         30-B-4             BB+     BB
            2003-2         30-B-1             AA+     AA
            2003-2         30-B-2             AA-     A
            2003-2         30-B-3             BBB+    BBB
            2003-3         B-1                AA+     AA
            2003-3         B-2                A+      A
    
                          Ratings Affirmed
                  MASTR Asset Securitization Trust

   Series                Class                        Rating
   ------                ------                       ------
   2001-3   1-A-1, 1-A-2, 1-A-3, 1-A-X, 1-PO, 2-A-1     AAA
   2001-3   2-A-X, 2-PO, 3-A-2, 3-A-3, 3-A-4, 3-A-X     AAA
   2001-3   3-PO, 4-A-3, 4-A-4, 4-A-X1, 4-A-X2, 4-PO-1  AAA
   2001-3   4-PO-2                                      AAA
   2002-8   1-A-11, 1-PO, 1-A-X, 1-A-1                  AAA
   2002-8   1-A-2, 1-A-3, 1-A-4, 1-A-5                  AAA
   2002-8   2-A-4, 2-A-5, 2-A-6, 2-PO, 2-A-X            AAA
   2003-1   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5    AAA
   2003-1   2-A-6, 2-A-7, 2-A-8, 2-A-9, 2-A-10, 2-A-11  AAA
   2003-1   2-A-12, 2-A-13, 2-A-14, 2-A-15, 2-A-16      AAA
   2003-1   2-A-17, 2-A-18, 2-A-19, 2-A-20, 2-A-21      AAA
   2003-1   2-A-22, 3-A-1, 3-A-2, 3-A-3, 3-A-4, 3-A-5   AAA
   2003-1   3-A-6, 3-A-7, PO, 15-A-X, 30-A-X            AAA
   2003-1   15-B-3                                      BBB
   2003-1   15-B-4                                      BB
   2003-1   15-B-5, 30-B-5                              B
   2003-2   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-6           AAA
   2003-2   2-A-7, 2-A-8, 2-A-9, 2-A-10                 AAA
   2003-2   15-A-X, PO, 3-A-1, 3-A-2, 3-A-5             AAA
   2003-2   3-A-9, 3-A-10, 3-A-11, 3-A-12, 3-A-13       AAA
   2003-2   3-A-14, 30-A-X                              AAA
   2003-2   5-B-1                                       AA
   2003-2   15-B-2                                      A
   2003-2   15-B-3                                      BBB
   2003-2   15-B-4, 30-B-4                              BB
   2003-2   15-B-5, 30-B-5                              B
   2003-3   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 3-A-1    AAA
   2003-3   3-A-2, 3-A-3, 3-A-4, 3-A-5, 3-A-6, 3-A-7    AAA
   2003-3   3-A-8, 3-A-15, 3-A-16, 3-A-17, 3-A-18       AAA
   2003-3   4-A-1, 5-A-1, PO-1, PO-2, A-X-1, A-X-2      AAA
   2003-3   A-X-3, A-X-4                                AAA
   2003-3   B-3                                         BBB
   2003-3   B-4                                         BB
   2003-3   B-5                                         B
   2003-4   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5    AAA
   2003-4   2-A-6, 2-A-7, 3-A-1, 3-A-2, 4-A-1, 4-A-2    AAA
   2003-4   4-A-3, 5-A-1, 6-A-1, 6-A-2, 6-A-3, 6-A-5    AAA
   2003-4   6-A-6, 6-A-7, 6-A-8, 6-A-9, 6-A-10, 6-A-11  AAA
   2003-4   6-A-16, 6-A-17, 7-A-1, 7-A-2, 8-A-1, 8-A-2  AAA
   2003-4   8-A-3, 8-A-4, C-A-1, C-A-2, PO, 15-A-X      AAA
   2003-4   30-A-X                                      AAA
   2003-4   B-1, 6-B-1                                  AA
   2003-4   B-2, 6-B-2                                  A
   2003-4   B-3, 6-B-3                                  BBB
   2003-4   B-4, 6-B-4                                  BB
   2003-4   B-5, 6-B-5                                  B
   2003-5   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5    AAA
   2003-5   3-A-1, 4-A-1, 4-A-2, 4-A-3, 4-A-4, 4-A-5    AAA
   2003-5   5-A-1, 15-PO, 30-PO, 15-AX, 30-AX           AAA
   2003-5   B-1                                         AA
   2003-5   B-2                                         A
   2003-5   B-3                                         BBB
   2003-5   B-4                                         BB
   2003-5   B-5                                         B
   2003-6   1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-4    AAA
   2003-6   3-A-5, 4-A-1, 5-A-1, 6-A-1                  AAA
   2003-6   6-A-2, 6-A-3, 6-A-4                         AAA
   2003-6   6-A-5, 6-A-6, 6-A-7, 6-A-8, 6-A-9, 7-A-1    AAA
   2003-6   8-A-1, 9-A-1, 9-A-2, 9-A-3, 9-A-4, 9-A-5    AAA
   2003-6   9-A-6, 9-A-7, PO, PP-A-X, 15-A-X, 30-A-X    AAA
   2003-6   15-B-1, 30-B-1                              AA
   2003-6   15-B-2, 30-B-2                              A
   2003-6   15-B-3, 30-B-3                              BBB
   2003-6   15-B-4, 30-B-4                              BB
   2003-6   15-B-5, 30-B-5                              B
   2003-7   1-A-1, 1-A-2, 1-A-3, 2-A-1, 2-A-2, 2-A-3    AAA
   2003-7   2-A-4, 2-A-5, 2-A-6, 2-A-7, 3-A-1, 3-A-2    AAA
   2003-7   4-A-1, 4-A-2, 4-A-3, 4-A-4, 4-A-5, 4-A-6    AAA
   2003-7   4-A-7, 4-A-8, 4-A-9, 4-A-10, 4-A-11, 4-A-12 AAA
   2003-7   4-A-13, 4-A-14, 4-A-15, 4-A-16              AAA
   2003-7   4-A-17, 4-A-18                              AAA
   2003-7   4-A-19, 4-A-20, 4-A-21                      AAA
   2003-7   4-A-22, 4-A-23, 4-A-24                      AAA
   2003-7   4-A-25, 4-A-26, 4-A-27, 4-A-28              AAA
   2003-7   4-A-29, 4-A-30                              AAA
   2003-7   4-A-31, 4-A-32, 4-A-33                      AAA
   2003-7   4-A-34, 4-A-35, 4-A-36                      AAA
   2003-7   4-A-37, 4-A-38, 4-A-41, 4-A-42              AAA
   2003-7   4-A-44, 4-A-45, 4-A-46, 5-A-1, 15-PO        AAA
   2003-7   30-PO, PP-A-X, 15-A-X, 30-A-X               AAA
   2003-7   B-1                                         AA
   2003-7   B-2                                         A
   2003-7   B-3                                         BBB
   2003-7   B-4                                         BB
   2003-7   B-5                                         B
   2003-8   1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-4    AAA
   2003-8   3-A-5, 3-A-6, 3-A-7, 3-A-8, 3-A-9, 3-A-10   AAA
   2003-8   3-A-11, 3-A-12, 3-A-13, 4-A-1, 4-A-2, 5-A-1 AAA
   2003-8   5-A-2, 6-A-1, 7-A-1, 8-A-1, 15-PO, 30-PO    AAA
   2003-8   PP-A-X, 15-A-X, 30-A-X                      AAA
   2003-8   B-1                                         AA
   2003-8   B-2                                         A
   2003-8   B-3                                         BBB
   2003-8   B-4                                         BB
   2003-8   B-5                                         B
   2003-9   1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5    AAA
   2003-9   2-A-6, 2-A-7, 2-A-8, 2-A-9, 2-A-10, 2-A-11  AAA
   2003-9   2-A-12, 3-A-1, 4-A-1, 4-A-2, 5-A-1, 5-A-2   AAA
   2003-9   5-A-3, 15-PO, 30-PO, 15-A-X, 30-A-X         AAA
   2003-9   B-1                                         AA
   2003-9   B-2                                         A
   2003-9   B-3                                         BBB
   2003-9   B-4                                         BB
   2003-9   B-5                                         B
   2003-10  1-A-1, 1-A-2, 2-A-1, 3-A-1, 3-A-2, 3-A-3    AAA
   2003-10  3-A-4, 3-A-5, 3-A-6, 3-A-7, 4-A-1, 5-A-1    AAA
   2003-10  6-A-1, 15-PO, 30-PO, 15-A-X, 30-A-X         AAA
   2003-10  B-1                                         AA
   2003-10  B-2                                         A
   2003-10  B-3                                         BBB
   2003-10  B-4                                         BB
   2003-10  B-5                                         B
   2003-11  1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5    AAA
   2003-11  2-A-6, 2-A-7, 2-A-8, 2-A-9, 2-A-10, 2-A-11  AAA
   2003-11  2-A-12, 3-A-1, 3-A-2, 3-A-3, 4-A-1, 5-A-1   AAA
   2003-11  5-A-2, 6-A-1, 6-A-2, 6-A-3, 6-A-4, 6-A-5    AAA
   2003-11  6-A-6, 6-A-7, 6-A-8, 6-A-9, 6-A-10, 6-A-11  AAA
   2003-11  6-A-12, 6-A-13, 6-A-14, 6-A-15, 6-A-16      AAA
   2003-11  6-A-17, 7-A-1, 7-A-2, 7-A-3, 7-A-4, 7-A-5   AAA
   2003-11  7-A-6, 7-A-7, 8-A-1, 9-A-1, 9-A-2, 9-A-3    AAA
   2003-11  9-A-4, 9-A-5, 9-A-6, 9-A-7, 9-A-8, 10-A-1   AAA
   2003-11  30-PO, 15-PO, 15-A-X, 30-A-X                AAA
   2003-11  B-1                                         AA
   2003-11  B-2                                         A
   2003-11  B-3                                         BBB
   2003-11  B-4                                         BB
   2003-11  B-5                                         B
   2003-12  1-A-1, 1-A-2, 2-A-1, 3-A-1, 3-A-2, 3-A-3    AAA
   2003-12  3-A-4, 3-A-5, 3-A-6, 3-A-7, 3-A-8, 3-A-9    AAA
   2003-12  3-A-10, 4-A-1, 5-A-1, 5-A-2, 6-A-1, 6-A-2   AAA
   2003-12  15-PO, 30-PO, 15-A-X, 30-A-X                AAA
   2003-12  B-1                                         AA
   2003-12  B-2                                         A
   2003-12  B-3                                         BBB
   2003-12  B-4                                         BB
   2003-12  B-5                                         B
   2004-1   1-A-1,1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6     AAA
   2004-1   1-A-7, 1-A-8, 1-A-9, 1-A-10, 1-A-11, 1-A-12 AAA
   2004-1   2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-4, 3-A-5    AAA
   2004-1   3-A-6, 3-A-7, 3-A-8, 4-A-1, 4-A-2, 5-A-1    AAA
   2004-1   5-A-2, 5-A-3, 5-A-4, 5-A-5, 5-A-6, 5-A-7    AAA
   2004-1   5-A-8,5-A-9,5-A-10,5-A-11,5-A-12,5-A-13     AAA
   2004-1   5-A-14,5-A-15,5-A-16,5-A-17,5-A-18,5-A-19   AAA
   2004-1   5-A-20, 15-PO, 30-PO, 15-AX, 30-AX, A-LR    AAA
   2004-1   A-UR                                        AAA
   2004-1   B-1                                         AA
   2004-1   B-2                                         A
   2004-1   B-3                                         BBB
   2004-1   B-4                                         BB
   2004-1   B-5                                         B
   2004-3   1-A-1,1-A-2, 1-A-3, 2-A-1, 3-A-1, 3-A-2     AAA
   2004-3   4-A-1, 4-A-2, 4-A-3, 4-A-4, 4-A-5, 4-A-6    AAA
   2004-3   4-A-7, 4-A-8, 4-A-9, 4-A-10, 4-A-11, 4-A-12 AAA
   2004-3   4-A-13, 4-A-14, 4-A-15, 5-A-1, PO, 5-A-X    AAA
   2004-3   15-A-X, 30-A-X, A-LR, A-UR                  AAA
   2004-3   B-1                                         AA
   2004-3   B-2                                         A
   2004-3   B-3                                         BBB
   2004-3   B-4                                         BB
   2004-3   B-5                                         B
   2004-4   1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6    AAA
   2004-4   1-A-7, 1-A-8, 2-A-1, 2-A-2, 2-A-3, 2-A-4    AAA
   2004-4   2-A-5,2-A-6,2-A-7,2-A-8,3-A-1,PO,15-A-X     AAA
   2004-4   30-A-X, A-LR, A-UR                          AAA
   2004-4   B-4                                         BB
   2004-4   B-5                                         B


MCI INC: Reviews Qwest Offer & Will Respond by March 28
-------------------------------------------------------
MCI, Inc. (Nasdaq: MCIP) 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 Feb. 14, 2005, MCI and Verizon signed a joint merger agreement.  
On March 2, 2005, MCI disclosed 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 on Thursday, March 17.

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: Balks at TMB's Request to Elect Class 6-A Plan Treatment
-----------------------------------------------------------------
As previously reported, TMB Communications, Inc., Frank and Janice
Mitchell, and MCI Telecommunications Corporation entered into an
Authorized Sales Agent Agreement.  Under the Agreement, TMB was
named an independent authorized sales agent of MCI and was
obligated to meet certain annual revenue requirements.  In return,
MCI agreed to pay commissions based on contractual percentages as
stated in the Agreement.  Immediately upon MCI's termination of
the Agreement in 1996, TMB repeated its longstanding demand for a
complete accounting of all of its customers and demanded a
resolution of its disputes through a fair process.

On November 19, 2003, WorldCom, Inc. and its debtor-affiliates
served a notice of deadline for assertion of MCI Pre-Merger
Claims.  Under the Deadline Notice, any holder of a general
unsecured claim against the Debtors that sought treatment as the
holder of a Class 6A MCI Pre-merger Claim was required to serve on
MCI and its counsel all supporting documentation establishing the
claim within 30 days of the service of the Deadline Notice.  TMB's
counsel received a copy of the Deadline Notice but due to the
pending arbitration and the lack of knowledge of the value of the
claim, TMB took no action.

Pursuant to the Stipulation, an Arbitration hearing was held on
June 15 to 18, 2004, in Miami, Florida, before a panel of
arbitrators.  By a letter dated September 20, 2004, an arbitration
decision was announced.  TMB was awarded $1,920,000, which
included pre-judgment interest.  The time in which TMB could elect
to have its claim recognized as a Class 6A Pre-Merger Claim has
since closed.

Mr. Modugno contends that TMB's Claim qualifies as a MCI Pre-
Merger claim because the Claim is related to commission fees and
damages stemming form the September 1995 Agreement.  Because MCI
terminated the Agreement in May 1996, the Claim arises from
transactions prior to September 13, 1998, and relies on the credit
of MCI prior to September 13, 1998.

Accordingly, TMB and the Mitchells ask the United States
Bankruptcy Court for the Southern District of New York to extend
the time for them to modify their Class 6 General Unsecured Claim
to a Class 6A MCI Pre-Merger claim.

                         Debtors Object

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, in New York,
contends that TMB Communications, Inc., and Frank and Janice
Mitchell have not met their burden of demonstrating that the
failure to timely file a proof of claim was due to "excusable
neglect."

In Pioneer Investment Servs. Co. v. Brunswick Assoc., 507 U.S.
380 (1993), the United States Supreme Court set forth the
guidelines by which courts should evaluate whether a creditor's
failure to timely file a proof of claim is the result of
"excusable neglect."  The Court stated that courts may accept late
claims caused by inadvertence, mistake, or carelessness, as well
as intervening circumstances beyond a party's control, when
appropriate.

The Pioneer Court, however, stated that a determination of whether
excusable neglect exists within the meaning of Rule 9006(b) of the
Federal Rules of Bankruptcy Procedure is an equitable one, which
must take into account all relevant circumstances surrounding the
late filing.

Mr. Perez contends that these factors warrant denial of TMB's
request:

    (1) The Reason for the Delay was Within the Actual Control of
        the Claimants

        TMB acknowledged receipt of the Notice.  TMB acknowledged
        that it understood the purpose of the Notice.  Moreover,
        TMB admitted that they made a deliberate decision not to
        file a claim for pre-merger treatment in light of the
        then-unliquidated nature of the TMB Claim.

    (2) The Danger of Prejudice to the Debtor, Length of Delay and
        Potential Impact on Judicial Proceedings

        TMB says that there is no prejudice to the estates because
        the Debtors were aware of the nature of TMB Claim.  Mr.
        Perez notes that at the Confirmation Hearing, the Debtors
        informed the Court that they did not have the ability to
        review their books and records and formulate an accurate
        schedule of all WorldCom General Unsecured Claims entitled
        to pre-merger treatment.  Thus, the Court placed the
        burden on creditors to come forward and assert MCI Pre-
        merger Claims and over 800 requests for pre-merger
        treatment were received by the Debtors.

        For the Court to exempt TMB from this requirement and
        alter the course of the proceedings on this matter would
        expose the Reorganized Debtors to pre-merger claim
        requests forever.  The prejudice of exposing the
        Reorganized Debtors to this potential liability is
        incalculable.

TMB's assertion that the claim was unliquidated at the time
established by the Court for a claim to be asserted, is clearly
not justification to file a late claim.  Mr. Perez argues that all
claims, whether unliquidated, contingent or disputed, must be
filed by the bar date or they will be discharged and the holder of
that claim will be barred from asserting the claim.

The Debtors ask the Court to deny TMB's request.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MEDPOINTE INC: Moody's Reviews B1 Rating for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of MedPointe Inc.
(B1 senior secured credit facility) under review for possible
downgrade, prompted by the recent termination of MedPointe's
marketing and distribution agreement with AstraZeneca for Zomig, a
migraine treatment.

Moody's believes that this development will reduce MedPointe's top
line revenue by approximately one-half, and increase its
concentration risk in the allergy product Astelin, now
representing the majority of the revenue base.

In addition, the loss of Zomig may result in additional product
acquisitions in order to leverage MedPointe's sales force.  Other
factors contributing to the ratings review include the continuing
volatility and deficit in MedPointe's free cash flow, and the
impact on cash flow of inventory reductions at drug wholesalers.

Moody's rating review will focus on:

   (1) the company's ability to generate positive cash flow from    
       its remaining product portfolio;

   (2) management's growth and acquisition strategy post-Zomig;
       and

   (3) the company's ability to remain in compliance with credit
       facility financial covenants, which include debt/EBITDA,
       interest coverage, fixed charge coverage, and permitted
       acquisitions.

As of December 31, 2004 MedPointe was in compliance with these
covenants.  The review will also incorporate the level of asset
coverage provided by MedPointe's product portfolio, as well as
underlying utilization of core products including Astelin, which
has exhibited positive script trends.

Ratings placed under review for possible downgrade:

   MedPointe Inc.:

   * B1 senior implied

   * B1 $190 million senior secured revolving credit facility,       
     comprised of a $35 million revolving credit facility maturing
     in 2007, a $22 million Term Loan A maturing in 2007, and a
     $132 million Term Loan B maturing in 2008

   * B2 issuer rating (non-guaranteed exposure)

Based in Somerset, New Jersey, MedPointe Inc. manufactures and
markets branded prescription specialty pharmaceuticals.  MedPointe
is a private company and is majority-owned by a group of equity
sponsors led by the Carlyle Group and by the Cypress Group.


MESA GATEWAY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Mesa Gateway Enterprises LLC
        14300 N. Northsight Boulevard #107
        Scottsdale, Arizona 85260       

Bankruptcy Case No.: 05-03809

Chapter 11 Petition Date: March 15, 2005

Court: District of Arizona

Judge: Chief Judge Sarah Sharer Curley

Debtors' Counsel: Jon S. Musial, Esq.
                  Law Office of Jon Musial
                  8230 East Gray Road
                  Scottsdale, Arizona 85260
                  Tel: (480) 951-0669
                  Fax: (602) 922-0653

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MET-COIL SYSTEMS: Court Formally Ends Chapter 11 Proceeding
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware formally
closed the bankruptcy case of Met-Coil Systems, LLC.  

Judge Mary Walrath determined that the Debtor's case met the six
conditions necessary to close a chapter 11 proceeding:

      a) the order confirming the plan has become final;

      b) the deposits required by the plan have been distributed;

      c) the property proposed by the plan to be transferred has
         been transferred;

      d) the debtor or the successor of the debtor under the plan
         has assumed the business or management of the property
         under the plan;

      e) payments under the plan were made; and

      f) all motions, contested matters and adversary proceedings
         have been resolved.

Headquartered in Westfield, Massachusetts, Met-Coil Systems
Corporation manufactures coil sheet metal processing equipment and
integrated systems for producing blanks from sheet metal coils.  
The Company filed for chapter 11 protection on August 26, 2003
(Bankr. Del. Case No. 03-12676).  James C. Carignan, Esq., and
Jason W. Harbour, Esq., at Morris Nichols Arsht & Tunnell
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed more
than $50 million in assets and more than $100 million in debts.  
Met-Coil's Plan was declared effective on October 19, 2004.  


MIRANT CORP: Asks Court to Okay California Parties Settlement
-------------------------------------------------------------
To settle a variety of disputed matters, Mirant Corporation and
its affiliate-debtors entered into a settlement agreement with:

   (1) the California Parties, namely:

       -- Pacific Gas and Electric Company,

       -- Southern California Edison Company,

       -- San Diego Gas & Electric Company,

       -- the California Public Utilities Commission,

       -- the California Department of Water Resources, acting
          solely under the authority and powers created by
          California Assembly Bill 1 from the First Extraordinary
          Session of 2000-2001,

       -- the California Attorney General, and

       -- the California Electricity Oversight Board; and

   (2) The Office of Market Oversight and Investigations of the
       Federal Energy Regulatory Commission.

The parties are involved in various litigation including, without
limitation:

A. FERC Refund Proceedings

The FERC learned that certain prices charged for electric energy
by sellers in the California Power Exchange Corporation and the
California Independent System Operator Corporation markets from
October 2, 2000, through June 20, 2001, were unjust and
unreasonable.  The Debtors expect that the FERC will order Mirant
Americas Energy Marketing LP to refund approximately $150 to $230
million on account of energy sold into the PX and CAISO markets
by MAEM during the Refund Period.

As a result of a decision by the United States Court of Appeals
for the Ninth Circuit, the California Parties allege that MAEM
could owe additional refunds totaling $369 million for sales made
in the PX and CAISO markets before the Refund Period.  The
California Parties further allege that MAEM could owe more than
$1.2 billion in refunds for short-term electric energy sales to
the California Department of Water Resources.  MAEM disputes all
allegations and believes that its refund exposure is limited to
sales made through the PX and CAISO markets during the Refund
Period.

B. Adversary Proceedings

In June 2004, the Debtors filed adversary proceedings against
PG&E, Southern Edison, CAISO, PX and the California Department of
Water Resources, acting in both its "CERS" and "SWP" capacities,
seeking a determination from the U.S. Bankruptcy Court for the
Northern District of Texas that any set-off of MAEM Receivables --
$283,231,269 as reflected at June 20, 2001, by CAISO and PX as
owed to MAEM and a reversal of a "soft cap adjustment" of
$36,691,563 directed by the FERC, for a total of $319,922,833 --
against the Refunds would be improper.

The Adversary Defendants each filed motions to withdraw the
reference and to dismiss the Adversary Proceedings.  The Debtors,
on the other hand, moved for partial summary judgment on the
issue of whether set-off is permissible.  The U.S. District Court
for the Northern District of Texas has withdrawn the reference
with respect to the Adversary Proceedings, which have been
consolidated at the Texas District Court in the proceeding styled
Mirant Americas Energy Marketing, L.P. et al. v. Pacific Gas &
Electric Company, et al., 4:04-CV-557-A.

C. Other FERC Proceedings

The FERC initiated several proceedings involving MAEM other than
the FERC Refund Proceedings due to the high prices for energy in
the western wholesale electricity markets in 2000 and 2001.  
Certain of the Debtors and the FERC Staff have agreed to settle
the FERC Gaming Proceedings for approximately $4 million -- a
$332,411 payment and $3.67 million unsecured claim against MAEM
-- but certain California Parties have filed protests to the
Trading Practices Settlement requesting that the Settlement be
rejected by FERC.

D. The CERS Contract Litigation

CERS and MAEM entered into a bilateral long-term power purchase
agreement in mid-2001.  The CERS Contract provided for the sale
by MAEM to CERS of 500MW of energy from time to time between
June 1, 2001, and December 31, 2001.  The CPUC and the Oversight
Board commenced proceedings at FERC for rescission the CERS
Contract and other monetary damages.  Among other things, the
CPUC and the Oversight Board asserted in those proceedings -- the
"FERC Long-Term Contract Proceedings" -- that those contracts
should be rescinded by the FERC because they were entered into at
a time when the western wholesale electricity markets were being
manipulated by energy wholesalers such as MAEM.  The FERC ruled
that the CERS Contract is valid.  The FERC's ruling is currently
on appeal with the Ninth Circuit.

E. RMR Issues

Mirant Potrero, LLC and Mirant Delta, LLC are parties to three
separate Reliability-Must-Run or "RMR" agreements with the CAISO.
PG&E, the party ultimately responsible for paying amounts owed by
the CAISO under the RMR Agreements to Mirant Delta and Mirant
Potrero, has asserted that it is entitled to at least an
$18 million refund from Mirant Potrero and at least a $268
million refund from Mirant Delta under the RMR Agreements plus
interest through the Petition Date.  The claim is based on a
decision by a FERC administrative law judge, a rate case which,
if affirmed by the FERC, would require that refund.  Mirant Corp.
filed exceptions to the ALJ's non-final decision, and the FERC
has not issued a final order.  In addition to the potential
refund liability, various disputes have arisen between PG&E, the
CAISO and the Debtors concerning the other costs to be charged
for the years 2003 through 2005 and certain other RMR matters
asserted in PG&E's proofs of claim in the Debtors' Chapter 11
cases.

F. Clayton Act Action

The Attorney General filed People of the State of California ex
rel. Bill Lockyer, et al. v. Mirant Corporation, et al., Case No.
C-02-1787 on April 15, 2002, in the U.S. District Court for the
Northern District of California.  In the Clayton Act Action, the
Attorney General asserts that certain Debtors, including Mirant
Delta and Mirant Potrero, violated Section 7 of the Clayton Act
-- 15 U.S.C. Section 18 -- and California's Unfair Competition
Act, Section 17200 et seq. of the California Business and
Professions Code, in connection with the purchase and continued
ownership by Mirant Delta and Mirant Potrero of the Pittsburg,
Contra Costa and Potrero power plants from PG&E.  The complaint
seeks money damages and divestiture of the plants.  The
California District Court dismissed the Attorney General's claims
for money damages, finding that the damages were preempted by the
Federal Power Act.  The California District Court also stayed the
claims seeking divestiture pending the outcome of the Debtors'
Chapter 11 proceedings.  The Ninth Circuit Court of Appeals
dissolved the stay and ruled that the action was exempt from the
automatic stay as a police powers enforcement case.  The Attorney
General is expected to appeal the dismissal of its claims for
money damages on the entry of a final judgment by the California
District Court.

G. Ancillary Services Action

The Attorney General also filed People of the State of California
ex rel. Bill Lockyer, et al. v. Mirant Corporation, et al., Case
No. CGC-02-405429, on March 11, 2002, which was later removed to
the California District Court, alleging violations of the UCL as
a result of MAEM's provision of ancillary services in the
California Energy Markets.  The First UCL Action was dismissed by
the District Court on the grounds that it is preempted by the
FPA.  The District Court's dismissal was affirmed by the Ninth
Circuit Court of Appeals on July 6, 2004, and the Attorney
General has filed for reconsideration of that decision, and the
Ninth Circuit denied that motion on October 29, 2004.  The
Attorney General has petitioned for certiorari with the United
States Supreme Court.

H. Filed Rate Action

People of the State of California ex rel. Bill Lockyer, et al. v.
Mirant Corporation, et al., Case No. CGC-02-406461, was filed by
the Attorney General on April 9, 2002, and was later removed to
the California District Court, alleging that the market based
system adopted by the FERC in California violated the FPA and
certain violations of the UCL as a result of MAEM's activities in
the California Energy Markets, including MAEM's purported failure
to properly report market rates and other transactions to the
FERC.  The Second UCL action has been dismissed by the District
Court on the grounds that it too is preempted by the FPA.  The
Ninth Circuit Court of Appeals affirmed the California District
Court's order dismissing the Second UCL Action on October 12,
2004.

I. Commodities Action

People of the State of California ex rel. Bill Lockyer, et al.
v. Mirant Corporation, et al., Case No. CGC-04-433922, was filed
by the Attorney General on August 18, 2004, and was later removed
to the California District Court.  The Third UCL Complaint
alleges that certain Mirant Parties violated the UCL and certain
other California laws by engaging in unjust and illegal trading
practices during the California energy crisis.  The Debtors moved
to dismiss the Third UCL Complaint, but no hearing has been set
before the District Court with respect to the motion.

J. Attorney General FERC Actions

The Attorney General also asserted various causes of action at
the FERC alleging various forms of misconduct by certain Debtors
at least from January 1, 2000, through June 20, 2001.  Included
among the AG FERC Actions is a complaint filed on March 20, 2002,
at the FERC against certain of the Debtors and various other
market participants under Section 205 or Section 206 of the FPA
which alleges, among other things, that public utility sellers
who had made sales to CERS and into the PX and CAISO markets
violated the FPA by failing to properly report and file their
rates with the FERC.  The FERC dismissed that complaint, and in
September 2004, the Court of Appeals for the Ninth Circuit
reversed that dismissal.  The Ninth Circuit ordered that the
proceeding be remanded to the FERC, creating the possibility that
the FERC could order refunds for transactions occurring before
the October 2, 2000, to June 20, 2001, period addressed in the
FERC Refund Proceedings and for transactions outside the PX and
CAISO markets.  MAEM and others have sought reconsideration of
the Ninth Circuit's decision.

                       Settlement Agreement

By this motion, the Debtors ask Judge Lynn to approve the
Settlement Agreement.

Pursuant to the Settlement Agreement, MAEM will assign to the
Settling Participants the outstanding MAEM Receivables, estimated
at $283,231,269 -- which reflects the "soft cap" adjustments
directed by the FERC of $36,691,563.  In addition, MAEM will
assign to the Settling Participants any recoveries on account of
its "Fuel Cost Allowance" claims from Non-Settling Participants,
as well any rights the Debtors may have to receive refunds from
CERS as a result of the FERC Refund Proceedings.  The transfers
would be free and clear of all claims, interests, including
liens, and encumbrances pursuant to Section 363(f) of the
Bankruptcy Code.

If the Settlement Agreement has not become effective and the
assignment of the MAEM Receivables has not occurred prior to the
deadline for voting on a Plan of Reorganization, then so long as
no Termination Event has occurred, the California Parties, for
purposes of voting and feasibility, will share an allowed secured
claim under Section 506(a) based on their right to have the MAEM
Receivables assigned to them under the Settlement Agreement.  The
secured claim would be satisfied in full by the assignment of the
MAEM Receivables to the California Parties.  The California
Parties will determine through the "Allocation Matrix" how the
Settling Participants are to share the MAEM Receivables.

            Aggregate Allowed Unsecured Claim at MAEM

The California Parties will collectively share an "Aggregate
Allowed Claim" of $175 million against MAEM, which will be
allowed as a prepetition general unsecured claim.  The California
Parties will allocate that claim as they may agree among
themselves.  Pending the California Settlement becoming
effective, and so long as no Termination Event has occurred, the
allowed claim will be used for purposes of voting and feasibility
with respect to the any contemplated plan of reorganization
pertaining to MAEM, in lieu of other claims filed by the
California Parties.

The California Parties estimate that, excluding duplicative
claims, they hold greater than 90% of the claims at issue in the
FERC Refund Proceedings related to the California electricity
markets.  Additional Settling Participants opting into the
California Settlement pursuant to its terms would further reduce
the remaining exposure.  The California Parties have assumed the
risk of any liability imposed on the Debtors for refunds in the
FERC Refund Proceeding for transactions in the PX or CAISO
markets during the Refund Period for which the Debtors would
retain the risk of potential refunds.  The Debtors also retain
the risk of potential refunds related to bilateral transactions
with parties who are not California Parties.

                       Certain FERC Matters

The California Parties will withdraw their protests to the
proposed Trading Practices Settlement and will support the
approval by the FERC of the Trading Practices Settlement as
proposed by the Debtors and the FERC Trial Staff without
modification or condition.  If approved by the FERC and the
Court, the Trading Practices Settlement would result in payment
by MAEM to the FERC of $332,411, and the FERC having an allowed
prepetition unsecured claim against MAEM of $3.67 million.

The Trading Practices Settlement is already pending before the
FERC for its approval.

                        CERS Allowed Claim

The Debtors will settle various invoice disputes with CERS on
account of bilateral sales made by MAEM to CERS by agreeing to
provide CERS with an allowed unsecured claim against MAEM in the
amount of $2,250,000.

Prior to the California Settlement becoming effective, and so
long as no Termination Event has occurred, that amount would also
apply for voting and feasibility purposes with respect to the
Plan.

                   PG&E RMR and Related Claims

To settle the RMR Disputes and other disputes with PG&E, PG&E
would receive releases of certain California Debtor claims in
PG&E's Chapter 11 case, as well as:

   (a) RMR Claim

       An allowed, prepetition, unsecured claim against Mirant
       Delta in the amount that will produce a distribution of
       $43 million payable in cash or securities to be issued
       under a plan of reorganization applicable to Mirant Delta.
       PG&E will be entitled to vote the allowed amount of the
       RMR Claim and the allowed amount of the RMR Claim will be
       considered for determining feasibility of that plan of
       reorganization.

   (b) SO2 Claim

       An allowed prepetition unsecured claim against Mirant
       Delta in the amount that will produce a distribution of
       $20 million payable in cash or securities issued under a
       plan of reorganization applicable to Mirant Delta.  PG&E
       will be entitled to vote the allowed amount of the SO2
       Claim and the allowed amount of the SO2 Claim will be
       considered for determining feasibility of that plan of
       reorganization.

   (c) CC8 Asset Transfer and Alternative $70 million or $85
       million Payment

       Mirant Delta will satisfy the balance of the California
       Settlement obligations to PG&E by either:

       -- transferring to PG&E the "CC8 Assets" -- the
          unconstructed power plant facility, equipment, land,
          permits and related assets in the process of
          development; or

       -- paying through an escrow the "CC8 Alternate
          Consideration" -- $70 million in cash and plan
          securities except under certain circumstances, in which
          case the amount increases to $85 million.

       The CC8 Asset transfer requires CPUC approval, and is
       complicated by various permitting issues and by the
       difficulties inherent in separating the CC8 Assets from
       the adjacent, currently existing Contra Costa Power Plant.
       For voting and feasibility purposes, in connection with a
       Mirant Delta plan of reorganization PG&E will have an
       allowed claim in an amount equal to the applicable amount
       of the CC8 Alternate Consideration.

   (d) Existing Plant Option Agreement

       PG&E will have separate options to purchase (i) the
       existing Mirant Delta Pittsburg Power Plant, and (ii) the
       existing Mirant Delta Contra Costa Power Plant, under an
       Option Agreement to be negotiated as a future Implementing
       Agreement on or before April 30, 2005.

       Each option is exercisable only when Mirant Delta
       "retires" the subject existing plant from service.  While
       the terms of the option have not been finalized, the
       option price is expected to be equal to amounts for
       capital additions made at the subject plant that have not
       been fully recovered through RMR Agreements.

   (e) Wraparound Agreements

       Mirant Delta and Mirant Potrero executed a one-year
       agreement with PG&E, the "First Wraparound Agreement,"
       which was approved by the Court on January 14, 2005,
       independent of the Settlement Agreement, as well as a
       longer-term Second Wraparound Agreement -- or Follow-Up
       Wraparound Agreement -- for the years 2006 through 2012
       that is attached to the Settlement Agreement.

       The Wraparound Agreements entitle PG&E to dispatch and
       receive the output of those units of the Mirant Delta
       Power Plant that are designated annually by the CAISO as
       RMR units under the applicable RMR Agreements.  The
       Wraparound Agreements also allow PG&E to designate units
       of the Mirant Potrero Power Plant as meeting resource
       requirements set by the CPUC, but not to dispatch them.
       Those units will be designated by Mirant Delta and Mirant
       Potrero as Condition One under the RMR Agreements, and
       PG&E will pay Mirant Delta and Mirant Potrero the
       difference between the rates paid by the CAISO under
       Condition One and those paid under Condition Two, with the
       Condition Two annual rates being based on the annual rates
       in effect during 2004 reduced by $5 million.  The rates
       will remain in effect through 2008, allowing Mirant Delta
       and Mirant Potrero to avoid annual rate filings otherwise
       required under the RMR Agreements.

                  Conduct/Cooperation Agreements

Certain Debtors also agreed to comply with the FERC's market
behavior rules and the CAISO tariff provisions, and are also
undertaking cooperation obligations with respect to the
litigation of the California Parties against other generators and
other third parties.

                Settling Parties Execute Releases

The Settlement Agreement will resolve all claims against the
Debtors and their Related Parties by the Settling Participants,
and all claims against the Settling Participants and their
Related Parties by the Debtors, for damages, refunds,
disgorgement of profits, revocation of market-based rate
authority, or other monetary or non-monetary remedies, in the
FERC Refund Proceedings, the FERC Long-Term Contract Proceeding,
the FERC Gaming Proceeding, the FERC RMR Proceedings, the FERC
MBR Proceedings, which include the Adversary Proceedings, and to
the specified extent in the Bankruptcy Proceedings, in each case
during the Settlement Period, except for claims in the FERC RMR
Proceedings, which are released through September 30, 2004.  In
addition, the Settlement Agreement terminates all FERC
investigations against the Debtors insofar as they relate to
alleged conduct, acts or omissions by any Debtor.

The Settling Participants agree, to the extent their claims are
settled by the Settlement Agreement, to withdraw their proofs of
claim with prejudice.  Additional Settling Participants,
including the CAISO through the CAISO Side Letter, are expected
to opt-in to the California Settlement.  Additional Settling
Participants will provide substantially the same releases to the
Debtors as the California Parties.

              Avoiding Power Releases by the Debtors

The Debtors release certain claims and rights against the
California Parties, including (a) any and all avoidance claims
under Sections 542, 544, 545, 547, 548, 549, 550 and 553, (b) any
rights to subordinate the claims of any of the California Parties
under Section 510(c), and (c) any rights to object to the claims
of the California Parties under Section 502(d).

                           SO2 Credits

After the California Settlement becomes effective, Mirant Delta
and Mirant Potrero will own their SO2 credits free of the prior
disputes with PG&E over whether or not the pollution credits were
mistakenly transferred by PG&E to Mirant Delta and Mirant Potrero
in connection with PG&E's sale of the Mirant Delta Power Plants
and Mirant Potrero Power Plants.

                  Allowed Administrative Claims

Pursuant to the Settlement Agreement, MAEM will remain obligated
for any PX wind-up expenses associated with PX work performed
prior to the Settlement Effective Date, as may be determined in
FERC Docket Nos. ER02-2234, et al., and those amounts will not
constitute a part of the MAEM Receivables or be deductible from
the MAEM Receivables, and will be entitled to treatment in the
Bankruptcy Proceedings as an allowed administrative expense claim
under Section 503(b) of the Bankruptcy Code without the need to
file a request for payment under Section 503(a).  In addition, if
any part of the Estimated Receivables is paid to the Mirant
Parties after the Execution Date, then the Debtors receiving the
Estimated Receivables will pay an equal amount, plus associated
interest at the FERC Interest Rate, into the "Refund Escrow", or
other escrow fund as the California Parties may designate, within
two business days after the Settlement Effective Date.  That
obligation of the Debtors will be entitled to treatment in the
Bankruptcy Proceedings as an allowed administrative expense claim
under Section 503(b) without the need to file a request for
payment.

               Other Accommodations for the Debtors

The FERC Refund Proceedings involve a fuel cost audit, which
would likely cost Debtors $2 to 3 million.  Under the Settlement
Agreement, the California Parties will reimburse the Debtors for
the costs incurred after January 14, 2005, if the California
Settlement becomes effective.  The Wraparound Agreements set the
rates to be received for generating units on RMR status through
2008, avoiding the cost and uncertainty of the annual rate
filings at the FERC otherwise required under the RMR Agreements.

Moreover, Mirant Delta and Mirant Potrero would be provided
substantial protection during the term of the Wraparound
Agreements for regulatory "regime changes" that could negatively
impact Mirant Delta's and Mirant Potrero's RMR revenue stream.

                No Release of Intercompany Claims

Although the California Settlement contains releases among the
Debtors, on the one hand, and the California Parties, on the
other, the California Settlement does not release or otherwise
affect claims by and among the Debtors.  Notwithstanding anything
to the contrary in the Settlement Agreement, the Agreement is not
intended to affect obligations between or among any of the
Debtors.

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)


NANOMAT INC.: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Nanomat, Inc.  
        1061 Main Street  
        North Huntingdon,
        Pennsylvania 15642  
        Tel: 724-861-6120

Bankruptcy Case No.: 05-23245

Type of Business: The Debtor is a leading manufacturer of       
                  nanomaterials, powders, and technologies.
                  See http://www.nanomat.com/

Chapter 11 Petition Date: March 18, 2005

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: John Eric Bumbaugh, Esq.  
                  Old Trail Professional Building  
                  10526 Old Trail Road, Suite 1  
                  North Huntingdon, PA 15642  
                  Tel: 724-864-6840
                  Fax: 724-864-2311

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


NORTEL NETWORKS: Posts $259 Million Net Loss in Third Quarter
-------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) and its principal
operating subsidiary, Nortel Networks Limited, filed their
unaudited financial statements for the third quarter of 2004
prepared in accordance with United States generally accepted
accounting principles, and related Quarterly Reports on Form 10-Q
and corresponding Canadian filings.

For the three-month period ended Sept. 30, 2004, Nortel reported
$259 million of net loss, compared to $131 million of net income
for the same period in 2003.  

At Sept. 30, 2004, Nortel Networks' balance sheet showed:

      Total Current Assets                $ 7,698
      Total Assets                         15,789
      Total Current Liabilities             4,462
      Total Liabilities                    11,432
      Total Shareholders' Equity          $ 3,738        

                        About the Company

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

                          *     *     *

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

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

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

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

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

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


NORTEL NETWORKS: Shareholders Can Propose Matters for Annual Mtg.
-----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) said that in
connection with its planned combined 2004/2005 annual meeting of
shareholders to be held this year following the filing of the
Company's 2004 audited financial statements, eligible shareholders
of the Company may propose matters for a vote by the Company's
shareholders at the Meeting.  The Company is publishing certain
eligibility and procedural requirements in order to assist
shareholders in understanding the requirements of applicable law
and expedite the timely submission and processing of shareholder
proposals.

The Company will consider a shareholder's proposal for inclusion
in its proxy materials for the Meeting if the Company receives the
proposal in writing, no later than 5:00 p.m. (Eastern Standard
Time) on March 31, 2005, provided that the following procedural
and eligibility requirements are satisfied.

            Eligibility and Procedural Requirements
                    for Shareholder Proposals
  
   -- The proposal must be addressed to the Corporate Secretary,
      Nortel Networks Corporation, 8200 Dixie Road, Suite 100,
      Brampton, Ontario, Canada L6T 5P6.

   -- The proposal must be accompanied by:

        (i) the name and address  of the proposer and, if
            applicable, the name and address of each other
            shareholder who is to be included as a supporter of
            the proposal,

       (ii) the number of common shares of the Company
            owned by the proposer and, if applicable, by the
            supporting shareholders and

      (iii) the date the shares were acquired by the proposer and,
            if applicable, the supporting shareholders.

   -- The proposal, including any supporting statement, must not
      exceed 500 words.

   -- The shareholder submitting the proposal, either alone or
      together with any supporting shareholders, or the supporting
      shareholders together without the proposer, must be the
      beneficial or registered holder of common shares of the
      Company having an aggregate market value of at least
      Cdn. $2,000, or the United States dollar equivalent, and
      must have continuously held such shares for at least six
      months prior to the date of submission of the proposal.

   -- Proposers and, if applicable, supporting shareholders, whose
      common shares of the Company are beneficially held
      indirectly through another person or entity (e.g., a broker
      or a bank in whose name such shares are registered) must
      provide to the Company proof of beneficial ownership of the
      shares.  For this purpose, the Company will accept a written
      statement from the registered holder of the shares verifying
      the number of shares the proposer and each of the supporting
      shareholders, if applicable, beneficially owns and the date
      such shares were acquired.  Alternatively, a proposer
      (and/or any supporting shareholder) who has filed a Schedule
      13D, Schedule 13G, Form 3, Form 4 and/or Form 5 with the
      United States Securities and Exchange Commission reflecting
      ownership of such shares as of or before the date on which
      the six-month eligibility period begins, may submit copies
      of such forms and any subsequent amendments reporting a
      change in ownership level, together with a written statement
      that the proposer (or, if applicable, supporting
      shareholder) has held the required number of shares
      continuously for six months as of the date the proposal is
      submitted to the Company.

   -- If the Company believes that a proposer has not satisfied
      any of these eligibility or procedural requirements in
      accordance with applicable law, the Company will notify the
      proposer within 14 days of receiving the proposal.  The
      proposer will then have 21 days from the date of receipt of
      the Company's notification to prove eligibility or remedy
      any procedural defects.  Failure to do so may result in the
      exclusion of the proposal from the Company's proxy
      materials.

The Company will review all proposals made by eligible
shareholders to determine whether they will be included in the
Company's proxy materials for the Meeting.  If the Company intends
to omit a proposal, which it may do in certain circumstances
prescribed under applicable law, it will notify the proposer of
such intention and the reasons for doing so.

Shareholder proposals that are accepted must be presented by the
proposer or a representative of the proposer at the Meeting.  If
the Company chooses to do so, it may include a statement
supporting or opposing the proposal and the reasons why the
Company recommends voting for or against the proposal in its proxy
materials for the Meeting.

The Company received an order from the Ontario Superior Court of
Justice extending the time for calling the Company's 2004 annual
meeting of shareholders to a date no later than June 30, 2005.  
The Company plans to hold the combined 2004/2005 annual meeting of
shareholders as soon as reasonably possible within the extended
time period granted by the Court.

                        About the Company

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

                          *     *     *

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

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

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

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

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

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


NORTH AMERICAN BISON: Lenders Meeting Schedule for March 30
-----------------------------------------------------------
The Associated Press reports that North American Bison
Cooperative's lenders, owed $3.4 million, will meet on March 30,
2005, to discuss the specific terms under which their loan,
guaranteed by the U.S. Department of Agriculture, will be repaid
under the co-op's chapter 11 plan of reorganization.  

CEO Dieter Pape tells the AP that the company is doing "quite
well," processing 50 to 100 bison a week.

Headquartered in New Rockford, North Dakota, North American Bison
Cooperative -- http://www.newwestfoods.com/-- is a cooperative  
with approximately 330 rancher members, and it processes and
markets bison meat.  The Company filed for chapter 11 protection
on November 1, 2004 (Bankr. D. N.D. Case No. 04-31915).  Steven J.
Heim, Esq., at Dorsey & Whitney, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $8,541,385 in total assets and
$24,480,905 in total liabilities.


NORTHWESTERN CORP: Files S-3 Reg. Statement to Resell Common Stock
------------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
filed a Form S-3 Registration Statement with the Securities and
Exchange Commission registering for resale shares of its common
stock and common stock purchase warrants owned by certain security
holders who may be interested in selling their securities.  
Pursuant to the Company's effective plan of reorganization,
NorthWestern may register its securities for resale as requested
by certain security holders.

In a prospectus filed with the registration statement, provisions
are being made to allow for:

   -- the resale of 12,827,172 shares of NorthWestern common stock
      owned by certain selling stockholders beneficially and of
      record, including the resale of shares of NorthWestern
      common stock issuable upon exercise of warrants outstanding
      and owned beneficially and of record by the selling
      stockholders;

   -- the resale of 1,550,622 NorthWestern common stock purchase
      warrants outstanding and owned beneficially and of record by
      certain selling stockholders;

   -- the issuance of shares of NorthWestern common stock upon
      exercise of the warrants;

   -- up to an aggregate of 3,900,000 additional shares of
      NorthWestern common stock that may be issued in the future
      to selling stockholders pursuant to the Company's plan of
      reorganization.

NorthWestern will not receive any of the proceeds from the resale
of the common stock or the resale of the warrants. NorthWestern
will, however, receive proceeds from the exercise of any warrants.

                    New Annual Meeting Date
  
The Board of Directors has established July 14, 2005, as the new
date for the annual meeting of shareholders.  The meeting was
previously scheduled for May 19, 2005.

Headquartered in Sioux Falls, South Dakota, NorthWestern   
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/    
-- provides electricity and natural gas in the Upper Midwest and   
Northwest, serving approximately 608,000 customers in Montana,   
South Dakota and Nebraska.  The Debtors filed for chapter 11   
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).   
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and   
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and   
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,   
Hastings, Janofsky & Walker, LLP, represent the Debtors in their   
restructuring efforts.  On the Petition Date, the Debtors reported   
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.   
The Court entered a written order confirming the Debtors' Second   
Amended and Restated Plan of Reorganization, which took effect on   
Nov. 1, 2004.   
  
                          *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2004,
Standard & Poor's Ratings Services raised its corporate credit
rating on electric and gas utility NorthWestern Corp. to 'BB-'
from 'D', effective after NorthWestern emerges from bankruptcy as
expected in November 2004.  S&P says the outlook is positive.


ORBIT BRANDS: Says Chapter 11 Plan Preparation Underway
-------------------------------------------------------
Orbit Brands Corporation (NASDAQ:OBTV) said this week it is
preparing a plan of reorganization and a disclosure statement to
explain that plan to creditors and other stakeholders.  The
Company expects to file its proposed disclosure statement and
reorganization plan and to emerge from the Chapter 11 case.

ORBIT BRANDS CORPORATION -- http://www.orbitbrandscorp.com/-- is  
a publicly traded Delaware Corporation listed on the NASDAQ.  The
primary focus of the Company is growth via the acquisition and
development of early stage high growth companies in the
technology, health and fitness, and consumer goods industries.  
ORBIT BRANDS CORPORATION is positioned to identify, acquire, fund
and develop these companies for the purpose of creating business
and shareholder value.

Three of Orbit Brands' creditors, represented by Simon J. Dunstan,
Esq., at Hughes & Dunstan, LLP, filed an involuntary chapter 11
petition against the company on June 25, 2004 (Bankr. C.D. Calif.,
L.A. Div., Case No. 04-24171.  On December 14, 2004, the Company
consented to entry of an order for relief by filing a voluntary
Chapter 11 petition.  

Orbit Brands says that it elected to file for chapter 11
protection to bring a halt to vexatious litigation in several
states and to protect the interests of shareholders and legitimate
creditors.

Orbit Brands has filed its Schedules of Assets and Liabilities and
Statement of Financial Affairs, and a creditors committee has
recently been appointed to represent the interests of the
Company's unsecured creditors.


OWENS CORNING: Judge Katz Dismisses Greenburg Class Action Suit
---------------------------------------------------------------
Several investors who purchased Owens Corning securities between
September 20, 1999, and October 5, 2000, are plaintiffs to a class
action complaint entitled, Greenburg v. Hiner et al., No. 03 Civ
7036 (N.D. Ohio), against six current or former officers and
directors of Owens Corning.

The Owens Corning Officers and Directors identified in the Class
Action are:

    (1) Glen Hiner, former Chief Executive Officer and Chairman of
        the Board of Directors during the Class Period;

    (2) Michael Thaman, former Senior Vice-President and Chief
        Financial Officer from April 10, 2000, through the end of
        the Class Period and, before that, was President and Vice-
        President of Owens Corning's Exterior Systems Business;

    (3) J. Thurston Roach, former CFO from the beginning of the
        Class Period until April 10, 2000;

    (4) Deyonne F. Epperson, former Senior Vice-President of
        Corporate Audit during the Class Period and former
        Comptroller from January 5, 2000, through the end of the
        Class Period;

    (5) Landon Hilliard, former Director and served on the Owens
        Corning Compensation Committee during the Class Period;
        and

    (6) Maura Abeln Smith, former Senior Vice-President and
        Secretary during the Class Period.  Currently Chief
        Restructuring Officer, and is also a Director.

In September 2003, the Plaintiffs amended the Class Action
Complaint.

At the Defendants' request, the United States District Court for
the Northern District of Ohio dismissed the amended consolidated
Class Action Complaint, which alleged, among other things, that
the Plaintiffs' claims are barred by the statute of limitations.

In his Memorandum Opinion, District Court Judge David A. Katz
states that prior to the passage of the Sarbanes-Oxley Act in
2002, parties asserting violations of Section 10(b) of the
Securities and Exchange Act of 1934 and Rule 10b-5 were required
to file suit "within one year after the discovery of the facts
constituting the violation . . ." pursuant to Section 78i(e) of
the Commerce and Trade Code.  Under the Sarbanes-Oxley Act, the
statute of limitations for actions alleging securities law
violations filed after July 30, 2002, are extended to two years.

While the Class Action was filed on January 27, 2003 -- after the
Sarbanes-Oxley Act's effective date -- many courts have held that
Sarbanes-Oxley does not revive claims already time-barred prior
to the effective date of the amendment, Judge Katz says.

Judge Katz notes that the statute of limitations in the Greenburg
case began to run no later than November 14, 2000.  Because the
Plaintiffs' claims therefore would have been time-barred when
Sarbanes-Oxley took effect, the pre-Sarbanes-Oxley one-year
statute of limitations applies.  Judge Katz says that "even under
the longer limitations period, however, the result here would be
the same: Plaintiffs' claims are time-barred."

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)


PARMALAT USA: Resolves Wells Fargo Lease Disputes
-------------------------------------------------
On October 20, 1998, Sunnydale Farms, Inc., entered into an
equipment lease with Norwest Equipment Finance, Inc., for certain
equipment.  The Norwest Lease provides for a $15,444 monthly
lease payment, plus applicable sales and use tax.

Also in October 1998, Sunnydale Farms entered into an equipment
lease with Wells Fargo Equipment Finance, Inc., for certain
equipment.  The Lease provides for a monthly payment equal to
$9,636, plus applicable sales and use tax.

On August 19, 1999, Parmalat USA Corp. entered into an equipment
lease with Wells Fargo for certain equipment, providing a $7,828
monthly lease payment.  Parmalat USA also executed a guaranty
absolutely and unconditionally guaranteeing payment with respect
to any of Farmland's present or future obligations owed to Wells
Fargo.

Farmland Dairies LLC and Wells Fargo entered into a Master Lease
on April 21, 2000, wherein Farmland agreed to lease certain
equipment from time to time pursuant to separate supplement
leases.  The Supplement Leases and the corresponding monthly
lease payments are:

     Lease                          Monthly Lease Payment
     -----                          ---------------------
     Supplement Lease No. 102               $9,518
     Supplement Lease No. 103                2,087
     Supplement Lease No. 104                9,073
     Supplement Lease No. 105               22,957

On May 18, 2004, Wells Fargo filed a request in the U.S. Debtors'
Chapter 11 cases compelling the assumption or rejection of the
Leases and modifying the automatic stay provisions of Section 362
of the Bankruptcy Code.  The Request has been adjourned from time
to time.

In June 2004, Wells Fargo filed:

   (a) a secured claim against Farmland, asserting $2,895,804,
       plus taxes, attorney's fees and other amounts due relating
       to the Sunnydale/Wells Fargo Claim and Supplemental Lease
       Nos. 102, 103, 104, and 105;

   (b) an unsecured claim against Parmalat USA, asserting
       $2,895,804, based on Parmalat USA's guarantee of
       Farmland's obligations; and

   (c) a secured claim against Parmalat USA for $368,612, plus
       taxes, attorney's fees and other amounts due relating to
       the Parmalat/Wells Fargo Lease.

Farmland and Parmalat USA desire to settle and compromise their
disputes respecting the Wells Fargo Leases.  Thus, the parties
stipulate that:

   Payment           Farmland will pay Wells Fargo, on account of
                     cure costs and administrative expenses, the
                     sum of $37,000, payable within 30 days of
                     the Court's approval of the Stipulation.

   Brooklyn          Farmland will assume the Northwest Lease and
                     purchase the equipment subject to that lease
                     on these terms:

                       (i) Farmland will make $15,444 monthly
                           lease payments to Wells Fargo,
                           commencing with the regularly
                           scheduled February payment;

                      (ii) Wells Fargo consents to Farmland
                           selling the equipment subject to the
                           Norwest Lease; and

                     (iii) At the completion of the equipment
                           sale, Farmland will pay Wells Fargo a
                           buyout payment equal to $330,000 minus
                           the amount of any monthly payments
                           made, but in no event will the payment
                           of the Buyout Amount be made later
                           than June 30, 2005.

   Atlanta           Parmalat USA will assume its lease with
                     Wells Fargo at the contractual term and
                     payment level, effective on the closing of
                     the sale of substantially all of Farmland's
                     operations in Atlanta, Georgia.  Farmland
                     will also assume Supplement Lease Nos. 102,
                     103 and 104 at the contractual terms and
                     payment levels, effective on the closing of
                     the sale of substantially all of Farmland's
                     Atlanta operations.

                     In the event that substantially all of
                     Farmland's Atlanta operations are not sold
                     by July 1, 2005, Parmalat USA reserves the
                     right to reject the Parmalat/Wells Fargo
                     Lease and Farmland reserves the right to
                     reject Supplemental Lease Nos. 102, 103 and
                     104 upon providing 30 days' prior notice, on
                     or after July 1, 2005.

                     If the Parmalat/Wells Fargo Lease and
                     Supplemental Lease Nos. 102, 103 and 104 are
                     rejected, Wells Fargo will be allowed a
                     claim against Parmalat USA or Farmland, as
                     applicable, for rejection damages, which
                     would consist of the net of the remaining
                     payments on each lease, minus any recovered
                     rents in the disposition or release of the
                     equipment and the reasonable costs
                     associated with the transfer, storage, and
                     sale of the subject equipment.

   Wallington        Farmland will assume Supplemental Lease No.
                     105 with amended payment and term
                     provisions.  The monthly aggregate payment
                     will be $11,000 beginning February 15, 2005,
                     for a total of 46 payments.  Following the
                     46 payments, the U.S. Debtors have the
                     option to buy out the subject equipment for
                     $200,000.  In addition, Lease No. 105 is
                     amended to give the Debtors the right to
                     exercise an early buy-out on 60 days' prior
                     notice, in which case Farmland would be
                     entitled to buy out the equipment in
                     exchange for a payment equal to the sum of:

                       (i) all past due payments under the lease,
                           including late charges;

                      (ii) unpaid rent for the balance of the
                           lease term discounted at a 5% rate;

                     (iii) the present value of $200,000,
                           discounted at a 5% rate.

   Northwest Lease   Wells Fargo grants title over the equipment
                     subject to the Northwest Lease to Farmland.
                     Wells Fargo cedes all rights, interests or
                     claims it has or may have pursuant to the
                     Lease.

   Allowed Claim     Farmland grants Wells Fargo an allowed
                     general unsecured claim in a reduced amount
                     equal to $499,000.

                     Parmalat USA grants Wells Fargo an allowed
                     general unsecured claim for a reduced amount
                     of $220,000.

                     Wells Fargo's claim relating to the
                     Parmalat/Wells Fargo Lease will be deemed
                     withdrawn with prejudice on the date that
                     the Court approves the Stipulation.

   Taxes             Farmland agrees to pay Wells Fargo $35,250
                     -- which amount represents the outstanding
                     property taxes for 2004 aggregating $21,538
                     and the pro-rated property taxes due for
                     2005 totaling $13,712 -- payable within 30
                     days of the Court's approval of the
                     Stipulation.

   Releases          Wells Fargo will be released from all
                     preference, fraudulent conveyance or other
                     avoidance actions pursuant to the Bankruptcy
                     Code and other federal and state law,
                     including any cause of action by the U.S.
                     Debtors arising out of Section 547.

                     Stipulation, Wells Fargo will release
                     Farmland and Parmalat USA from any liability
                     under the Wells Fargo Claims and all other
                     claims or causes of action not specifically
                     set in the Stipulation.

   Covenant          Parmalat USA and Farmland covenant and agree
                     to use commercially reasonable efforts to
                     assist Wells Fargo to resolve tax disputes
                     and obtain tax refunds related to the
                     equipment subject to the Leases.

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)


PRICELINE.COM: Names Christopher Soder Executive Vice President
---------------------------------------------------------------
Priceline.com(R) (Nasdaq: PCLN) disclosed the promotion of
Christopher L. Soder to Executive Vice President, Travel Services.  
In his new position, Mr. Soder will be responsible for all of
priceline.com's U.S. opaque and retail travel products for airline
tickets, hotel rooms, packages, rental cars, cruises and
destination activities.

Mr. Soder was priceline.com's Executive Vice President, Lodging
and Vacation Products.  He joined priceline.com in February 2000
as President of Hotel Services and led the development and launch
of priceline.com's cruise and packages offerings.  Before joining
priceline.com, he was Western Region Sales Vice President, Growth
Markets, for AT&T, where he was responsible for the company's
complete technology portfolio sales to over 20,000 business
customers across a 10-state region.  Mr. Soder is a 21-year
technology industry veteran.

"Chris is well-suited for his new role," said priceline.com
President and Chief Executive Officer Jeffery H. Boyd.  
"Increasingly, priceline.com customers are purchasing travel
products in bundles, such as a packaged airline ticket, hotel room
and rental car.  Since Chris already had responsibility for our
packages, hotels and cruise products, it makes strategic sense to
complete the product consolidation under one manager.  Further,
Chris has existing deep ties with our major hotel partners and
other suppliers that will be strengthened and broadened through
his new responsibilities."

                        About the Company

Priceline.com is a travel service that offers leisure airline
tickets, hotel rooms, rental cars, vacation packages and cruises.  
Priceline.com also has a personal finance service that offers home
mortgages, refinancing and home equity loans through an
independent licensee.  Priceline.com operates the retail travel
Web sites Travelweb.com, ActiveReservations.com, Lowestfare.com,
Rentalcars.com and Breezenet.com.  Priceline.com licenses its
business model to independent licensees, including
pricelinemortgage and certain international licensees.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2004,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to online travel agency Priceline.com Inc. At the
same time, Standard & Poor's assigned its 'B' rating to the
company's two convertible senior notes due 2010 and 2025. The
outlook is stable.  As of June 30, 2004, Priceline.com had total
debt outstanding of $223.4 million.

"The ratings reflect Priceline.com's significant supplier
concentration in airlines and hotels, low profit margins,
acquisition-driven growth strategy, and participation in the
highly competitive online travel market," said Standard & Poor's
credit analyst Andy Liu.  "These factors are only partially offset
by the company's leading position in the consumer bid-based travel
business and its good cash balances, which provide some cushion,"
he added.


QWEST COMMS: MCI Reviews Offer & Will Respond by March 28
---------------------------------------------------------
MCI, Inc. (Nasdaq: MCIP) 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 Feb. 14, 2005, MCI and Verizon signed a joint merger agreement.  
On March 2, 2005, MCI disclosed 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 on Thursday, March 17.

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.


SOLUTIA INC: Has Until July 11 to Remove State Court Actions
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York extended the period within which Solutia, Inc., and its
debtor-affiliates can remove civil actions to give them additional
time to make fully informed decisions concerning the removal of
the Civil Actions and assure that their valuable rights pursuant
to Section 1452 of the Judiciary Code can be exercised in the
appropriate manner.

The Debtors are parties to numerous civil actions and are
represented by many different law firms in each of them.  During
the first year of their Chapter 11 cases, the Debtors and their
professional restructuring advisors have been focused primarily on
stabilizing and maintaining day-to-day operations, developing and
implementing an overall business plan to serve as the basis for a
plan of reorganization, analyzing complex contracts and
relationships in connection with the implementation of the
business plan, preparing and amending the Debtors' schedules of
assets and liabilities and statements of financial affairs,
establishing a bar date and beginning to analyze claims filed in
relation to the bar date, and addressing certain litigation
matters that are critical to the reorganization.

The Debtors' decision concerning whether to seek removal of any
particular Civil Action will depend on a number of factors,
including:

   (a) the importance of the proceeding to the expeditious
       resolution of the Debtors' Chapter 11 cases;

   (b) the time it would take to complete the proceeding in its
       current venue;

   (c) the presence of federal questions in the proceeding that
       increase the likelihood that one or more aspects thereof
       will be heard by a federal court;

   (d) the relationship between the proceeding and matters to be
       considered in connection with the plan, the claims
       allowance process and the assumption or rejection of
       executory contracts; and

   (e) the progress made to date in the proceeding.

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


SPIEGEL INC: Gets Court Nod to Amend $400 Million of DIP Financing
------------------------------------------------------------------
The Hon. Cornelius Blackshear authorizes Spiegel, Inc., and its
debtor-affiliates to amend and modify their Loan and Security
Agreement dated May 2, 2003, with Bank of America, N.A., as agent,
and a syndicate of other bank lenders.

The amendments further improve the economic terms of the existing
Loan Agreement.  Specifically, the maximum revolver amount under
the Loan Agreement is reduced from $400 million to $150 million,
and the letter of credit sub-facility is reduced from $150 million
to $75 million.

The Bank Lenders are:

   * Banc of America Securities, LLC, as sole lead arranger and
      book manager;

   * Fleet Retail Group, Inc., and The CIT Group/Business Credit,
     Inc., as co-syndication agents; and

   * General Electric Capital Corporation, as documentation
     agent.

The Loan will be funded by:

     Lender                              Commitment
     ------                              ----------
     Bank of America, N.A.              $50,000,000

     General Electric Capital Corp.     $50,000,000

     The CIT Group/Business             $50,000,000
     Credit, Inc.
                                       ------------
          TOTAL                        $150,000,000

William P. Weintraub, Esq., at Pachulski, Stang, Ziehl Young,  
Jones & Weintraub, P.C., in New York, tells Judge Blackshear that  
term of the Amended Loan Agreement will be until the earliest of:

    (i) July 15, 2005;

   (ii) the confirmation of the Debtors' Plan; and

  (iii) the date the Debtors or the DIP Lenders terminate the
        Amended Loan Agreement.

Mr. Weintraub relates that the unused line fee is decreased from  
0.50% to 0.25%.  The DIP Lenders also committed to provide  
Reorganized Eddie Bauer, Inc., with funding after the Plan is  
confirmed to facilitate a successful emergence.  The maximum  
revolver amount under the Post-Confirmation agreement will be  
$150 million, as that amount may be increased or reduced from  
time to time.

Pursuant to the Amendments, the Debtors covenant with the Lenders  
not to permit the Combined Availability -- without giving effect  
to the Maximum Revolver Amount -- o be less than $45,000,000 at  
any time; provided, however, that Combined Availability, without  
giving effect to the Maximum Revolver Amount, may at any time be  
less than $45,000,000 so long as:

   (x) Combined Availability -- without giving effect to the  
       Maximum Revolver Amount -- is at no time less than
       $35,000,000;

   (y) the duration of the Combined Availability Shortfall does
       not exceed 10 consecutive Business Days; and

   (z) a Combined Availability Shortfall will not exist on more
       than 20 Business Days in any fiscal quarter of Spiegel.

The Debtors also covenant not to make or incur any Capital  
Expenditure if the aggregate amount of all Capital Expenditures  
on a consolidated basis would exceed during:

   (x) Fiscal Year 2004, $60,000,000; or

   (y) the period from the first day of Fiscal Year 2005 to
       July 15, 2005, $50,000,000.

If at the end of Fiscal Year 2004, the aggregate amount of  
Capital Expenditures made or incurred by the Debtors on a  
consolidated basis during the period -- Initial Period Capital  
Expenditures -- is less than $60,000,000, the Debtors will be  
entitled to make additional Capital Expenditures until July 15,  
2005, in an aggregate amount equal to one-quarter of the amount  
by which $60,000,000 exceeds the Initial Period Capital  
Expenditures.

The Debtors believe that their full working capital needs both  
during the pendency of their Chapter 11 cases and post-
confirmation can only be satisfied if they are authorized to  
enter into the Amended Loan Agreement.  The Amended Loan  
Agreement will save the Debtors considerable expense as a result  
of the reduced revolver amount and unused line fee.  The Debtors  
anticipate saving approximately $73,000 per month at the lower  
commitment fee under the Amended Loan Agreement.   

On an annual basis, the Debtors pay $1,250,000 in commitment fees  
under the Existing Loan Agreement, which is undrawn.  Under the  
Amended Agreement, the Debtors will pay $375,000 annually,  
creating a difference of approximately $875,000, or an average of  
$73,000 monthly.

In addition, the availability of $150 million under the Amended  
Loan Agreement will continue to provide all of the Debtors'  
customers, vendors and service suppliers the confidence that will  
enable them to maintain current credit relationships with the  
Debtors and therefore permit the Debtors to operate their  
businesses in the ordinary course.

A full-text copy of the Second Amended and Restated Loan and
Security Agreement is available for free at:

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

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: Bankr. Court Extends Exclusive Period Until June 2
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Spiegel, Inc., and its debtor-affiliates' Exclusive Plan
Filing Period through and including June 2, 2005, and
the Exclusive Period to Solicit Acceptances of that Plan from
creditors through and including August 8, 2005.

In light with the filing of the Chapter 11 Plan, James L.
Garrity, Esq., at Shearman & Sterling, LLP, in New York, believes
that the loss of exclusivity at a crucial juncture in Spiegel,
Inc., and its debtor-affiliates' Chapter 11 cases would have a
negative effect on the Debtors, their estates, their creditors,
and all parties-in-interest.  It would be virtually impossible for
the Debtors to dedicate sufficient resources to obtaining
acceptance of their Plan or further develop and implement their
business objectives if they were required to focus on analyzing
and responding to competing Chapter 11 plans submitted by other
parties.

Mr. Garrity states that the request is without prejudice to the
Debtors' right to seek further extensions of one or both of the
Exclusive Periods as may be appropriate under the circumstances
then prevailing.

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 Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SUBURBAN PROPANE: Prices Add-On Private Debt Offering
-----------------------------------------------------
Suburban Propane Partners, L.P. (NYSE: SPH), a marketer of propane
gas, fuel oil and related products and services nationwide priced
its previously-announced offering of $250 million of 6.875% senior
notes due 2013 to eligible purchasers in a Rule 144A private
placement and entered into an amendment to its existing bank
credit facility to provide, among other things, for the
availability of an additional five-year $125 million term loan
facility.  Concurrently with the pricing of the Senior Notes and
signing of the Amendment, the Partnership delivered an irrevocable
notice of optional prepayment to the holders of the $340 million
outstanding aggregate principal amount of 7.54% senior notes due
2011 and 7.37% senior notes due 2012 of the Partnership's direct
subsidiary, Suburban Propane, L.P.  Closing of the Senior Notes
offering and availability of the term loan facility are subject to
customary closing conditions and, together with the optional
prepayment, is scheduled to occur on March 31, 2005.

The Senior Notes to be offered in this offering have not been
registered under the Securities Act of 1933 or applicable state
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state laws.  This press release shall not constitute an offer to
sell or a solicitation of an offer to buy the notes nor shall
there be any sale of notes in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction.

                        About the Company

Suburban Propane Partners, L.P. is a publicly traded Master
Limited Partnership listed on the New York Stock Exchange.  
Headquartered in Whippany, New Jersey, Suburban has been
continuously engaged in the retail propane business since 1928.
The Partnership serves the energy needs of approximately 1,000,000
residential, commercial, industrial and agricultural customers
through more than 370 customer service centers in 30 states.

                          *     *     *

As reported in the Troubled Company Reporter on March 21, 2005,
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.


SUMMIT CORP.: Connecticut Court Confirms Chapter 11 Plan
--------------------------------------------------------
David A. Smith, writing for the Republican-American, reports that
the U.S. Bankruptcy Court for the District of Connecticut
confirmed a chapter 11 plan of reorganization for Summit Corp. of
America.  The company will repay a $550,000 tax obligation over a
10-year period, $5.1 million of secured creditors will be
reinstated and unsecured creditors, owed $4.2 million, recover 15
cents-on-the-dollar.  

Mr. Smith relates that Summit, founded in 1948, employs 105
people.  Summit plates metals, wire and individual parts for
customers in the automotive, battery, aerospace and
telecommunications industries.

Harry M. Scoble, Summit's president and chief executive officer
told Mr. Smith that the Debtor must next close on new financing
and settle any remaining details, which should happen in about two
weeks.

Summit Corporation of America sought chapter 11 protection on
June 6, 2003 (Bankr. D. Conn. Case No. 03-32964), and is
represented by Steven D. Bartelstone, Esq., at Rogin, Nassau,
Caplan, Lassman, et al., in Hartford.  James J. Tancredi, Esq., at
Day Berry & Howard represents the Official Committee of Unsecured
Creditors.  


SUMNER GLADSTONE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sumner N. Gladstone
        6140 Sun Boulevard, Unit 3
        Saint Petersburg, Florida 33715

Bankruptcy Case No.: 05-04769

Chapter 11 Petition Date: March 16, 2005

Court: Middle District of Florida

Judge: Alexander L. Paskay

Debtors' Counsel: Buddy D Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, Florida 33609
                  Tel: (813) 877-4669

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
   CPS Group/EJ                1999 Kobelco          $38,134
   File #55603                 Excavator             (25,000
   Los Angeles, CA                                   secured)
   90074-5603

   Builders Insulation         Labors &              $23,755
   PO Box 5111                 Materials for
   Manchester, NH 03108        insulation
                               (Macanudo)

   Efficiency Production,      Rental of             $22,506
   Inc.                        Equipment
   658 Hull Road               (Macanudo)
   Mason, MI 48854

   Ford Motor Credit           2002 F150             $15,142
                               Lxt Pickup

   Bedford Design              Engineering           $10,000
   Consultation                (Macanudo)

   Cote Electrical Svc.        Labor &               $10,000
                               materials for
                               electrical
                               (Macanudo)

   Superior Fire Protection    Labor &                $6,360
                               for fire sprinklers
                               (Macanudo)

   Capital One Bank            Credit Card            $4,857

   Southworth Milton           Rental of              $4,120
                               equipment
                               (Macanudo)

   American Landscaping        Labor for              $4,056
                               road work
                               (Macanudo)

   Capital One, FSB            Credit Card            $3,750

   Hooksett Equipment Rental   Rental of              $3,010
                               equipment
                               (Macanudo)

   Waste, Inc.                 Rental of              $1,021
                               equipment
                               (Macanudo)

   Bunce Industries            Rental of                $840
                               equipment
                               (Macanudo)

   Capital One Bank            Credit Card              $787

   American Express            Credit Card              $403

   Ronald Natoll, PLS          Surveying                $350
                               (Macanudo)   

   Capitol One Bank            Credit Card              $152

   C. George Elanjian          Architect                 $50
                               (Macanudo)


SUPRA TELECOM: Now Under HIG Capital & FDN Comms's Control
----------------------------------------------------------
Supra Telecom(R) said Monday that it emerged from bankruptcy under
new ownership, Miami based HIG Capital, the largest private equity
firm in the southeast, and Maitland, Florida, based FDN
Communications.

"We are grateful to all our customers and employees who have made
this important milestone possible," Supra Telecom(R) CEO Russ
Lambert said.  "We are poised to take the company to the next
level with innovative and industry leading products.  Our new
owners, H.I.G. Capital and FDN, will provide us with the resources
that will allow Supra Telecom to continue growing."

                      About Supra Telecom(R)

Supra Telecom, based in Miramar, Florida, is the second-largest
telecommunications provider in the tri-county area with 260,000
customers and annual revenues exceeding $150,000,000.  Supra
provides local, domestic and international long distance,
voicemail, and internet service to its business and residential
customers. Supra provides nearly half of all residential
competitive access lines in the state of Florida and is estimated
to be the largest residential competitor to BellSouth in Florida.
Supra clearly plays a pivotal role in providing real competition
in telecommunications services in Florida.

Supra Telecom is a competitive local exchange carrier offering
local, long distance and internet access telecommunication
services to homes and small business customers in Florida.  The
Debtor filed for Chapter 11 protection on October 23, 2002 (Bankr.
S.D. Fla. Case No. 02-41250).  Kevin S. Neiman, Esq., in Miami,
Florida, represents the Debtor.

As reported in the Troubled Company Reporter on Nov. 1, 2004,
Supra Telecom received a $26.9 million bid from H.I.G. for its
assets, believed that was the highest and best offer for its
assets, and planned to use the sale proceeds to fund a liquidating
chapter 11 plan that will pay claims in their order of statutory
priority and pursue avoidance actions for the benefit of the
company's unsecured creditors.

                          About H.I.G. Capital

H.I.G. Capital is a leading private equity and venture capital
investment firm with more than $1.5 billion of equity capital
under management.  Based in Miami, Florida, and with offices in
Atlanta, Boston, and San Francisco, H.I.G. Capital specializes in
providing capital to small and medium-sized companies with
attractive growth potential. H.I.G. Capital invests in management-
led buyouts and recapitalizations of well-established, profitable,
and well-managed manufacturing or service businesses, and in
promising early stage technology companies. Since its founding,
H.I.G. Capital has made more than fifty highly successful
investments, acquiring companies with combined revenues in excess
of $4.0 billion.

                        About FDN Communications

Headquartered in Maitland, Florida, FDN Communications has been a
leading growth company over the last six years, providing business
class communication services to over 100 markets in Florida and
Georgia. Today FDN serves more than 70,000 business locations with
more than 250,000 business telephone and Internet lines. FDN
offers a complete line of communications services, including local
and long distance voice, High-Speed Internet access, Virtual
Private Networking, Web Hosting and Integrated voice and data
solutions to businesses.


THOMAS HEATING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Thomas Heating & Air Conditioning Inc.
        2950 West Durango Street
        Phoenix, Arizona 85009
        Tel: (602) 955-5000  

Bankruptcy Case No.: 05-04091

Type of Business: Air Conditioning Contractors of Arizona

Chapter 11 Petition Date: March 17, 2005

Court: District of Arizona

Judge: Charles G. Case II

Debtor's Counsel: Jon S. Musial, Esq.
                  Law Office of Jon Musial
                  8230 East Gray Road
                  Scottsdale, Arizona 85260
                  Tel: (480) 951-0669
                  Fax: (602) 922-0653
                  
Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
   Farnswoth Wholesale Co                $154,736
   27 West Baseline
   Gilbert, AZ 85233

   Argus Contracting Group               $122,990
   PO Box 94191
   Baltimore, MD 212

   Trane Company                         $120,996
   File 56718
   Los Angeles, CA 9

   ECI Arizona Inc.                       $77,861
   
   Norman S. Wright                       $64,853
   
   Climatec Building Tech Group           $60,220
   
   Smith Pipe & Steel Company             $55,143
   
   Technical Air Balance                  $53,630
   
   Southwest Insulation Company           $46,151

   Climatec Inc.                          $42,125

   Sigler and Reeves Inc.                 $41,408

   Ohio Casualty Group                    $36,896

   F. Rodgers Insulation of AZ            $36,166

   United Healthcare                      $35,666

   Hughes Supply Inc.                     $27,486

   Climate Master/Care of Azme            $26,003

   Arizona Control Specialist             $25,097

   Tri Star Industrial Company            $24,993

   Accurate Concrete Cutting              $24,362

   Arizona Mechanical Equipment           $23,424


TRITON PCS: S&P Downgrades Corp. Credit Rating to CCC+ from B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Triton
PCS Inc.  The corporate credit rating was lowered to 'CCC+' from
'B-'.  The outlook is negative.  As of Dec. 31, 2004, total debt
outstanding at the company was approximately $1.7 billion.

"The rating action is due to Triton's announcement that it has
revised its 2005 EBITDA guidance by approximately 50%, to the
$65 million-$75 million area," said Standard & Poor's credit
analyst Rosemarie Kalinowski.  "This significant revision is due
to anticipated weak subscriber growth, higher costs related to
properties obtained in the exchange with Cingular Wireless
LLC and AT&T Wireless Services Inc., and a longer time frame for
transitioning subscribers and integrating networks related to
these new properties.

In addition, roaming revenue, which declined about 19% in 2004, is
expected to come under pressure due to lower time division
multiple access (TDMA) minutes of use (MOU) from Cingular and AT&T
Wireless, as well as lower roaming yield.  As a result of the
revised EBITDA guidance, net debt leverage will be significantly
higher than Standard & Poor's previously anticipated, at more than
15x."

Ratings on Triton reflect the company's heightened business risk
profile as a result of its transition to an independent company
from an AT&T Wireless affiliate dependent on roaming revenue, as
well as weak financial parameters.  Debt leverage has escalated as
a result of weak EBITDA.  In addition, Triton's business model
transition, due to the merger of Cingular and AT&T Wireless, has
led to customer confusion in the company's service area, which
resulted in subscriber losses and additional pressure on EBITDA.


TROPICAL SPORTSWEAR: Disclosure Statement Hearing Set for April 6
-----------------------------------------------------------------          
The Honorable Michael G. Williamson of the U.S. Bankruptcy Court
for the Middle District of Florida will convene a hearing at 10:00
a.m., on April 6, 2005, to consider the adequacy of the Disclosure
Statement explaining the Joint Liquidating Plan of Reorganization
filed by Tropical Sportswear Int'l Corporation and its debtor-
affiliates.  The Debtors filed their Disclosure Statement and
Joint Plan on March 17, 2005.

Under the Plan, the Debtors and the Holders of Allowed Claims will
execute the Liquidating Trust Agreement on the Effective Date.  
The Trust Agreement provides for the establishment of the
Liquidating Trust with the sole purpose of liquidating and
distributing the Trust Assets, in accordance with Treasury
Regulation section 301.7701-4(d), with no objective to continue or
engage in the conduct of a trade or business.  On or before the
Effective Date, the Liquidating Trust Committee will be formed,
and will appoint a Liquidating Trustee.

On the Effective Date, the Debtors, after making the initial
Distributions to Holders of Allowed Claims pursuant to the Plan,
will transfer to the Liquidating Trust all of their right, title,
and interest in all of the Trust Assets and any other remaining
Property of the Debtors and their Estates, free and clear of any
Lien, Claim or Interest in that Property of any other Person
except as provided in the Plan.

The Plan groups claims and interests into five buckets.

Unimpaired claims consist of:

   a) Priority Non-Tax Claims will receive Cash payments on or
      after the Effective Date;

   b) Secured Superpriority Claims of CIT as Agent under the DIP
      Facility will receive before the Effective Date Cash equal
      to all DIP Financing Obligations and upon the termination or
      reimbursement in full of all letters of credit issued under
      the DIP Facility, CIT, will return any remaining Cash
      Collateral payable to the Debtors to the Liquidating Trustee
      for deposit in the Liquidating Trust; and

   c) Claims by the Customs Bond Agent, who holds Cash of the
      Debtors amounting to $5.3 million, will be authorized, on or
      before  the Effective Date to apply the Cash and all other
      amounts owing to the Bond Agent, and upon satisfaction in
      full of all the  obligations of the Debtors, the remainder
      of the Cash held by the Bond Agent will be delivered to the
      Liquidating Trustee for deposit in the Liquidating Trust.

Impaired claims consist of:

   a) Allowed General Unsecured Claims, with an approximate amount
      of $110 million, will receive on or after the Effective
      Date, either their Pro Rata Share of the Cash in the
      Unsecured Claim Distribution Fund, or they can elect to have
      their Claims treated as Convenience Claims and receive a one
      time Distribution of 40% of the Allowed amount of its
      Convenience Claim; and

   b) Subordinated Claims and Intercompany Claims will neither
      receive nor retain any property under the Plan, while
      Holders of Interests will be cancelled on the Effective Date
      and will also neither receive nor retain any property.

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

   http://www.researcharchives.com/bin/download?id=050321024442

       -- and --

   http://www.researcharchives.com/bin/download?id=050321024853

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 CORPORATION: Wants to Complete Inter-Company Transactions
-------------------------------------------------------------
UAL Corporation and its debtor-affiliates want to enter into
certain Inter-Debtor Transactions.  The Debtors are examining all
aspects of their business to obtain cost savings.  As part of this
pursuit, the Debtors are reviewing and rationalizing their
corporate structures.  The Debtors have determined that it is
appropriate and beneficial to separately organize their non-core
"Loyalty Business" assets from their core airline business assets
under the parent company, UAL Corporation, through the Inter-
Debtor Transactions.  Pursuant to the Inter-Debtor Transactions:

   1) UAL Loyalty Services, Inc., will contribute its Club
      Business Assets to Confetti, Inc.;

   2) ULS will contribute its Confetti Stock to MyPoints.com,
      Inc.;

   3) ULS will dividend its stock in MyPoints.com to UAL
      Corporation; and

   4) UAL will contribute its stock of ULS to United Air Lines,
      Inc.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
the Debtors' core business is the provision of airline travel
services.  The businesses of ULS, MyPoints and Confetti and the
Club Business Assets are ancillary to the core business.

The Debtors propose that each debtor entity involved should
receive superpriority administrative claims against the entities
to which they have transferred assets.  The Inter-Debtor Claims
will more than adequately protect creditors of the various
Debtors' estates from any depletion of assets.

According to Mr. Sprayregen, the new structure will allow the
Debtors to focus their attention on the core business while
providing the ancillary businesses with their own management,
focus and resources to facilitate growth and development.  The
structure will allow the Debtors to better manage, account for
and track the performance of these businesses for ongoing
purposes and for potential disposition opportunities.  Mr.
Sprayregen emphasizes that a sale of these units is not currently
contemplated.

                           PBGC Replies

The Debtors seek a corporate restructuring that would alter the
rights of creditors and effectively result in a reorganization
without satisfying the requirements for a Chapter 11
confirmation, Jeffrey B. Cohen, Esq., Chief Counsel at Pension
Benefit Guaranty Corporation, in Washington, D.C., notes.  "This
is impermissible because the Transactions constitute a sub rosa
plan, which the Court does not have the authority to approve."

The Debtors' vague and speculative arguments for the Transactions
fall short of providing a sound business reason.  Assuming the
arguments were sound, the Debtors fail to explain how the
Transactions will achieve their goals.  The Debtors fail to show
why the corporate restructuring should be completed now rather
than through a plan of reorganization.

On November 19, 2004, the Court authorized other ULS Transactions
with the condition that no assets be moved from ULS and that all
claims survive the Transactions.  The Debtors want to bypass that
Order by removing assets from ULS and then contributing the stock
of ULS to United Air Lines, Inc.  The Debtors purport to protect
the ULS creditors by "creating a complex web" of superpriority
claims, according to Mr. Cohen.  At the very least, the
Transactions could reshuffle the rights of the creditors of ULS,
MyPoints and Confetti.  Without the detailed disclosure that
would be required as part of a plan of reorganization, no
interested party can be sure that the purported protections will
work.  As a result, claims against ULS may not survive.

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


VLASIC FOODS: VFB LLC's February 2005 Status Report
---------------------------------------------------
As noted in its previous report in October 2003, VFB LLC is not
required to file many of the reports that its predecessor Vlasic
Food International, Inc., had to file with the Bankruptcy Court
or U.S. Trustee when Vlasic was still in bankruptcy, nor is VFB
required to file the same type of reports as public corporations.
Accordingly, as matters progress, new public information
regarding VFB has been largely limited to court filings and press
releases related to ongoing litigation, substantially all of
which is included on its Web site at http://www.vfbllc.com/

           Update of VFB's Activities Since October 2003

(A) Campbell Soup Litigation

Since October 2003, the dominant part of VFB's focus has been on
its suit against Campbell Soup Company and certain of its
subsidiaries.  The trial was held in two phases: the Fact Phase
in March 2004 and the Expert Phase in August 2004.  The Fact
Phase covered two weeks and focused on events leading up to the
March 1998 Spin-off of Vlasic from Campbell Soup Company until
the bankruptcy of Vlasic in 2001.  The Expert Phase covered one
week and focused on valuation, financial and securities
reporting, marketing, information technology and federal tax
issues.  Trial transcripts of both phases are available in their
entireties on VFB's Web site at http://vfbllc.com/trial.htmand
http://vfbllc.com/2ndphase.htm After the trial's conclusion on
August 20, 2004, both parties filed with the court proposed
findings of fact and conclusions of law, as well as responses to
the other party's findings.  All other findings, responses and
replies are available on the VFB Web site at
http://vfbllc.com/home.htm

(B) Claims

As of February 2005, approximately 99% of the face value of the
claims filed against Vlasic has been resolved.  One claim awaits
resolution, totaling approximately $4.2 million.  The resolution
of this claim is the subject of continuing negotiations; however,
it is expected that the resolution will result in the withdrawal
of the claim.

The distribution reserve maintained by VFB for administrative,
secured, priority and convenience class claimants has been
reduced from $2,035,000 in October 2003 to its current level of
approximately $750,000.  Approximately $6,000 was disbursed in
the course of achieving this reduction.  The remaining portion of
the decrease was primarily due to our resolution of the Pension
Benefit Guaranty Corporation's claim against Vlasic and its
defined benefit pension plan.  VFB's successful termination of
the pension plan, preserving its overfunded position and
satisfying all PBGC requirements with respect to the plan's
termination, resulted in the PBGC's withdrawal of its $1.2
million claim.  This withdrawal enabled VFB to reduce its
required distribution reserve by $1.2 million.  The remaining
claims reserve is expected to be resolved for a cost in a range
from zero to $750,000.

(C) General Unsecured Creditors - LLC Membership Interests

As of February 2005, VFB has created LLC membership interests for
members with claims totaling $220.8 million.  Additional LLC
membership interests may be issued in a range between zero and $6
million depending on the resolution of remaining disputed claims.
To date, two distributions have been made to VFB members.  In
June 2003 and December 2003, distributions of 6% and 4% were made
to eligible members holding allowed claims, totaling approximately
$22.1 million.

(D) Limitations and Transferability of LLC Membership Interests

In general, the transfer of LLC membership interests is
restricted.  VFB's prior consent is required for any sale or
transfer of an LLC membership interest to be effective.

(E) Collection of Assets

VFB has continued to be aggressive in its attempts to recover in
cash amounts on any potential asset, where such efforts are
deemed cost effective.  VFB has been successful in numerous of
its collection efforts (e.g., bank default interest, pension
surplus, tax refunds and credits).  Since October 2003, VFB has
been involved in four asset recovery matters.

      1. UK and Canadian Liquidations

         In 2004, VFB finalized the liquidations of the U.K. and
         Canadian subsidiaries of Vlasic.  Total distributions
         received from the U.K. and Canadian subsidiaries were
         approximately $26.8 million and $4.2 million.  Though the
         liquidation is complete, VFB will pursue the refund of
         certain taxes paid to Canadian authorities of
         approximately $180,000.

      2. Tax Refunds and Credits

         Through February 2005, VFB has received federal and state
         tax refunds, as well as payments from Pinnacle Foods
         Corporation for certain state tax credits, totaling
         approximately $1.6 million.

      3. Recovery on Preferential Transfers and Post-Petition
         Payments

         VFB sought to recover monies from preferential payments
         made to seven former vendors during the ninety-day period
         prior to the bankruptcy filing in January 2001.  These
         efforts concluded in early 2004 and resulted in cash
         recoveries totaling approximately $1.1 million.

      4. Potential For Additional Recoveries

         Although a significant portion of Vlasic's recoverable
         assets have been turned into cash by VFB, a number of
         other potential recoveries remain.  Additional tax
         refunds and excess funds held by an insurance carrier for
         the payment of workers' compensation claims are the
         primary recoverable assets that remain.  Aggressive
         efforts to collect on those assets will continue.

         By far, the most substantial potential asset recovery
         involves VFB's case against Campbell Soup Company.  While
         VFB is confident in its case and believes it prevailed at
         trial, there is no assurance at this time as to the
         likelihood or range of any recovery in this action.  
         (Vlasic Foods Bankruptcy News, Issue No. 53; Bankruptcy
         Creditors' Service, Inc., 215/945-7000)


WALTER INDUSTRIES: Moody's Affirms Low B Ratings on $420M Debts
---------------------------------------------------------------
Moody's affirmed the debt ratings for Walter Industries, Inc., and
maintained the company's stable rating outlook.  Continued
maintenance of the stable outlook is subject to an improvement in
the company's homebuilding business.  Moody's notes that the
ratings benefit from extremely high metallurgical coal prices,
which have helped bolster the company's operating income and cash
flow.

The affirmed ratings are:

   * Senior Implied, rated Ba2;

   * $245 million senior secured revolving credit facility, due
     2008, rated Ba2;

   * $175 million senior subordinated notes, due 2024, rated B1;
     and
   
   * Issuer Rating, rated Ba3.

The rating outlook is stable.

Moody's affirmation of Walter Industries' ratings reflects the
company's improved financial performance as a result of the
improvement in its Natural Resources and Industrial Products
segments.  The improvements in these segments helped offset
increased weakness in the company's Homebuilding segment.  The
increase in coal prices during 2004 allowed the company to
generate significantly higher free cash flow even though its
homebuilding business deteriorated.

The performance of the company's coal operations should be
stronger in 2005, since the prices for a large percentage of its
coal sales are already fixed at much higher levels than in 2004.
However, the risks associated with the coal operations, the high
capital investment required to maintain production, and the
potential for coal prices to decline from March 18's unprecedented
levels, underscore the importance Moody's places on Walter
Industries' restoring the financial performance of the
homebuilding operations.

Walter Industries' financial performance has benefited greatly
from the diversity of its largely unrelated operations.  In
particular, its 2004 performance was shored by strength in its
Natural Resources and Industrial Products segments.  For 2004, the
company's Natural Resources segment reported a contribution to
operating income of $69.7 million vs. a $26.4 million loss in
2003.

The company's Industrial Products segment also reported a
significant improvement in 2004, with operating income of
$7.6 million versus a $13.5 million operating loss in 2003.
The company's financing business was relatively stable with a 2004
contribution to operating income of $54.8 million vs.
$52.4 million the previous year.

However, the company's Homebuilding segment, which has
historically been its core business, reported a $33.3 million
operating loss vs. a small loss in 2003 of $0.5 million.  The
company's homebuilding operations have weakened due to weak demand
for build on-your-lot homes, labor scheduling problems, outdated
models, poor weather, and a less-than-successful attempt to
compete with the larger homebuilders directly by building
developments.

Furthermore, the low interest rate environment has enabled
potential customers to afford housing beyond the $50,000 to
$150,000 price range of Jim Walter Homes.  Various initiatives are
being pursued to improve the performance of the homebuilding
operations, including new models, marketing campaigns, remodeling
display parks, enhancing purchasing and construction displays to
reduce cost overruns, and other efficiency based initiatives.

Walter Industries' reliance on its coal operations for its
improved cash flows is an important risk given the possibility of
future price declines, normal reserve depletion, ongoing cost
pressures, and the company's decision to invest $135 million to
expand met coal production at its Mine No 7.  The expansion
requires considerable development work and, as a result, full
production will not begin until late 2008.  Mining costs may be
quite high, especially if post-2008 production targets are not
reached.  Therefore, the return on this project depends heavily on
future met coal prices.

The ratings and or outlook may deteriorate if coal prices decline,
if investments to increase production at Mine No. 7 are greater
than anticipated, if homebuilding does not improve significantly,
or if the company's mortgage operation experiences a material
increase in its loss ratios.  Although the company's ratings are
considered weakly positioned for the rating category, they may
improve if the company is able to build a business model that
leads Moody's to anticipate lower business risk and higher
stability in its cash flow generation.

Although Walter has little leverage, the company has an
underfunded pension liability that totaled $88 million as of
September 30, 2004.  EBITDA to interest, excluding the financial
services business, for FY2004 was around 7 times and is expected
to improve to over 10.5 times in FY2005.

Total debt less financial services obligations to EBITDA for FY
2004 is expected to be approximately 1.3 times and to improve to
below 1 time in FY 2005. The company's fiscal year 2004 EBITDA is
expected to be around $131 million.  The company's free cash flow
to total debt ratio for 2004 was above 30% and expects the company
to maintain the ratio above the 20% range for FY2005.

Headquartered in Tampa, Fla., Walter Industries, Inc., is a
diversified company that operates in five reportable segments:
Homebuilding, Financing, Industrial Products, Natural Resources,
and Other.  

Revenue was approximately $1.5 billion in FY2004.


WCI STEEL: Hires American Appraisal to Provide Asset Valuation
--------------------------------------------------------------
WCI Steel, Inc., and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Ohio, Eastern Division, to retain American Appraisal
Associates, Inc., to appraise the value of their real and personal
property in connection with the analysis and preparation of a plan
of reorganization.

In December 2003, the Debtors employed Nationwide Consulting
Company, Inc., to appraise the value of their estates.  On
Dec. 15, 2004, the Court issued an opinion stating that
Nationwide's appraisal was unreliable.  The Official Committee of
Unsecured Creditors also hired its own appraiser -- Accuval
Associates, Incorporated.  The Court likewise discounted Accuval's
appraisal.

The Debtors believe that it is in their best interests to retain
American Appraisal since it has substantial experience in
providing appraisal and other services to the steel industry.  The
Firm's experience and expertise will enable it to provide an
acceptable valuation to the Court.  

In these chapter 11 proceedings, American Appraisal is expected
to:

     a) advise and assist the Debtors in preparing machinery and
        equipment appraisals to assist the Debtors in implementing
        their plan of reorganization;

     b) advise and assist the Debtors in their negotiations and
        due diligence efforts with other parties;

     c) attend and participate in hearings and meetings on matters
        within the scope of the Firm's retention;

     d) appraise and value the Debtors' real and personal
        property; and

     e) advise and assist the Debtors with respect to other
        related matters from time to time.

Dale J. Egan, Esq., general counsel of American Appraisal,
discloses that the Debtors will pay his Firm a flat fee of
$125,000.  The Firm's professionals currently bill $200-$250 per
hour.

To the best of the Debtors' knowledge, American Appraisal holds no
interest materially adverse to the Debtors and their estates.

Headquartered in Warren, Ohio, WCI Steel, Inc., is an integrated
steelmaker producing more than 185 grades of custom and commodity
flat-rolled steel.  WCI products are used by steel service
centers, convertors and the automotive and construction markets.  
WCI Steel filed for chapter 11 protection on Sept. 16, 2003
(Bankr. N.D. Ohio Case No. 03-44662).  Christine M. Pierpont,
Esq., and G. Christopher Meyer, Esq., at Squire, Sanders &
Dempsey, L.L.P., represent the Company.  When WCI Steel filed for
chapter 11 protection it reported $356,286,000 in total assets and
$620,610,000 in total liabilities.


WELLS FARGO: Fitch Puts Low-B Ratings on B-4 & B-5 Classes
----------------------------------------------------------
Fitch Ratings has rated Wells Fargo mortgage pass-through
certificates, series 2005-AR5:

    -- $485,182,100 classes I-A-1, II-A-1, II-A-R, II-A-LR, and
       A-2 (A-2 certificates consist of I-A-2 component and II-A-2
       component) (senior certificates) 'AAA';

    -- $7,757,000 class B-1 'AA';

    -- $3,003,000 class B-2 'A';

    -- $1,751,000 class B-3 'BBB';

    -- $1,001,000 class B-4 'BB';

    -- $751,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.05%
subordination provided by:
        
        * the 1.55% class B-1 certificates,
        * the 0.60% class B-2 certificates,
        * the 0.35% class B-3 certificates,
        * the 0.20% privately offered class B-4 certificates,
        * the 0.15% privately offered class B-5 certificates, and         
        * the 0.20% privately offered class B-6.

Classes rated based on their respective subordination:

        * B-1 'AA',
        * B-2 'A',
        * B-3 'BBB',
        * B-4 'BB', and
        * B-5 'B'.

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 class A-2 certificates will be deemed for distributions of
principal and interest, for the allocation of interest shortfalls,
and for the allocation of principal and interest losses to consist
of two components.  The class A-2 certificates will not have a
severable interest in the components comprising that class, and
the components cannot be transferred separately.

The transaction is secured by two pools 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 seven years, respectively.
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 81.28% 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 loan
groups are cross-collateralized and aggregated for statistical
purposes as represented below.

The mortgage loans have an aggregate principal balance of
approximately $500,446,487 as of the cut-off date, March 1, 2005,
an average balance of $394,052, a weighted average remaining term
to maturity -- WAM -- of 358 months, a weighted average original
loan-to-value ratio -- OLTV -- of 70.59% and a weighted average
coupon -- WAC -- of 5.328%.  Rate/Term and cashout refinances
account for 22.33% and 14.68% of the loans, respectively.  The
weighted average FICO credit score of the loans is 743.  Owner-
occupied properties and second homes comprise 94.60% and 5.40% of
the loans, respectively.

The states that represent the largest geographic concentration
are:

        * California (36.23%),
        * Virginia (7.09%),
        * Florida (5.16%) and
        * New Jersey (5.10%).

All other states represent less than 5% of the outstanding balance
of the mortgage loans.

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, elections will be made to treat the trust as
two separate real estate mortgage investment conduits.


WILLIAM C. STREET: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: William Chris Street
        aka WM Chris Street  
        aka William C. Street  
        aka Chris Street  
        dba Kustom Cleaners  
        dba Mt Juliet Cleaners
        12184 Old Hickory Boulevard  
        Hermitage, Tennessee 37076

Bankruptcy Case No.: 05-03329

Chapter 11 Petition Date: March 18, 2005

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz  
                  618 Church St Ste 410  
                  Nashville, TN 37219  
                  Tel: (615) 256-8300  
                  Fax: (615) 250-4926

Total Assets: $72,000

Total Debts:  $1,033,448

Debtor's 11 Largest Unsecured Creditors:
                                 
   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------

Capital Bank & Trust          2412 Lebanon Pk.          $257,993
1820 West End Ave             Nashville, TN 37214      ($207,900
Nashville TN 37203            (commercial property)     secured)
                             
Colonial Pacific Leasing      Union L-850 U              $56,000
                              2000 Perc dry cleaning    ($25,000
                              machine,                  secured)
                              serial#N604-F3-0453-C
                                                                                                                      
                              Iowa Techniques 7.5
                              Ton chiller,
                              Serial # 1032

IRS                                                     $140,000
801 Broadway MDP 146
Nashville, TN 37203     

TN Dept Economic Com Dev                                 $60,233

Bank One Visa                                            $33,222

Cooke Properties                                         $22,900

Countrywide HM Loans          12184 Old                  $21,686
                              Hickory Blvd.            ($230,100
                              Hermitage, TN 37076       secured)
                              (residence)              ($215,035
                                                    senior lien)

Amsouth Bank                                              $6,600

Coupon Mint                   Invoice #135811             $2,097
                              $699; invoice
                              #136157 $1,398

State Auto Ins                                           Unknown

Wilson Co Chancery Court      Court costs owed               $95                         


WORLDCOM INC: Baltimore Gas Wants $360,266 Cure Payment Paid
------------------------------------------------------------
Pursuant to a Telecommunications Services Agreement dated
February 20, 1990, Baltimore Gas and Electric Company provided
telecommunication services, including fiber-optic communication
services, to Metropolitan Fiber Systems of Baltimore, Inc.  MCI
WorldCom Network Services, Inc., subsequently acquired
Metropolitan Fiber.

According to Adam L. Rosen, Esq., at Scarcella Rosen & Slome LLP,
in Uniondale, New York, Baltimore Gas issued 21 invoices totaling
$360,265 to MCI WorldCom for the fiberoptic telecommunications
services it provided.

On January 2, 2003, Baltimore Gas filed Claim No. 8290 for
$823,366:

    * $463,100 relate to certain scheduled claims; and

    * $360,266 relate to amounts due and owing to Baltimore Gas
      pursuant to the Telecommunications Services Agreement.

Mr. Rosen asserts that the Telecommunications Services Agreement
was assumed by WorldCom, Inc. and its debtor-affiliates pursuant
to the provisions of the Plan.  Baltimore Gas asked the Debtors
for cure payment.  However, as of February 23, 2005, the
Reorganized Debtors have not cured the arrears.

Thus, Baltimore Gas asks the Court to compel the Debtors to
immediately pay $360,266 as cure payment for the assumption of the
Telecommunications Services Agreement.

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)


XERIUM TECH: S&P Puts BB- Rating on Proposed $750M Bank Loans
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Xerium Technologies Inc.  At the same time, S&P
assigned a 'BB-' rating and '4' recovery rating to the company's
proposed $650 million seven-year first-lien senior secured bank
facility and to the $100 million revolving credit facility
consisting of a $50 million six-and-a-half year tranche and a
$50 million 364-day tranche.  The recovery rating indicates the
expectation of a marginal recovery of principal (25%-50%) in the
event of a payment default.  The outlook is stable.

"We expect Xerium to improve cost structure as a result of its
restructuring program, to use excess cash flow for judicious
dividend payments, and to pay down debt," said Standard & Poor's
credit analyst Paul Kuria.  "Upside potential is limited by fixed
cash demands relative to cash flow, while downside potential is
limited by a good track record of stable performance despite sales
concentration in an industry with fairly volatile product price
swings."

Westborough, Massachusetts-based Xerium supplies consumables used
in paper-making machines by the paper industry.  The company is
currently majority-owned by a private equity investor, Apax Europe
IV GP L.P. and its affiliates, which together hold about 73% of
common stock of Xerium X.A., the current parent of Xerium.  The
proposed credit facility is contingent on an initial public
offering of equity expected in April 2005, which is likely to
reduce the holding of current ownership by about half.

Xerium operates in 15 countries, even though Xerium's products
serve only niche applications in the global paper industry.  About
40% of revenue is from North America, 36% Europe, 13% Asia, and
the balance from other regions.

At closing the revolving credit facility is expected to be
undrawn, but one of the two $50 million tranches is expected to be
used for seasonal swings in working capital requirements, while
the other $50 million revolving facility will be used for
near-term legal reorganization of its Brazilian subsidiaries.


YUKOS OIL: Wants to Disburse $741,955 from Court Registry
---------------------------------------------------------
Zack A. Clement, Esq., at Fulbright & Jaworski, in Houston,
Texas, tells Judge Clark that Yukos Oil Company owes dues to
certain entities:

   (1) Quarterly fees to the Office of the United States Trustee
       under Section 1930 of the Judicial Procedures Code;

   (2) Dues owed to the U.S.-Russia Counsel that must be paid or
       Yukos may lose its place on the Counsel;

   (3) Professional fees for Alvarez & Marsal, Yukos' financial
       advisors; and

   (4) Professional fees and expenses to testifying experts Yukos
       incurred in connection with Deutsche Bank AG's request to
       dismiss Yukos' case.

In January 2005, the United States Bankruptcy Court for the
Southern District of New York authorized Yukos to deposit
$21 million of its money into the Court registry.  The Registry
Order provides that "any withdrawal or payment of funds from the
Registry of Court may only be made pursuant to an Order of this
Court."

Against this backdrop, Yukos asks the Bankruptcy Court to
authorize payments totaling $741,955, to be made out of the funds
held in the Court Registry on Yukos' behalf:

               Nature of
Payee          Expenditure       Amount    Necessity of Payment
-----          -----------       ------    --------------------
Office of      U.S. Trustee        $250    First Invoice from the
the U.S.       Quarterly Fees              U.S. Trustee related
Trustee        for December                to the period
               2004                        December 14 to 31,
                                           2004.

U.S.-Russia    2005              12,500    Continued
Business       Membership                  participation in the
Counsel        Dues                        Counsel is important
                                           to Yukos as it
                                           continues its pursuit
                                           to operate as an
                                           international
                                           enterprise and to
                                           pursue the recovery of
                                           value for stakeholders

Alvarez       Fees and          364,239    Fees for services
& Marsal      Expenses for                 performed in relation
              the period                   to the preparation of
              January 20 to                various documents for
              March 2, 2005                filing with the Court
                                           and for other
                                           administrative
                                           services related to
                                           establishment of a
                                           business operation in
                                           the United States.
                                           Alvarez & Marsal will
                                           continue to provide
                                           services related to
                                           the preparation of
                                           tax returns,
                                           establishment of the
                                           office and recovery
                                           for stakeholders.

Expert's      Thomas Walde      109,587    Expert witness fees
Fees          David Anderson    138,412    incurred in litigation
              Peter Maggs        49,307    involving Motion to
              Barry E. Carter    67,661    Dismiss.
                               --------
   TOTAL                       $741,955

Yukos cannot know with certainty what will happen in the near and
long term future.  Mr. Clement relates that the United States
District Court for the District of Southern Texas denied Yukos'
request for a stay pending appeal.  Furthermore, Yukos has been
the recipient of a number of aggressive actions since the
dismissal of its bankruptcy case on February 25, 2005.  Thus,
Yukos asks the Bankruptcy Court to consider its request
immediately or, if necessary, to set it for hearing on or before
March 23, 2005.

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)


* McMillan Binch & Mendelsohn Merge to Form National Law Firm
-------------------------------------------------------------
McMillan Binch LLP and Montreal-based Mendelsohn GP, two
successful business law firms, signed a letter of intent to merge
and create one national firm: McMillan Binch Mendelsohn LLP.

"This is an historic moment for our firms," said Graham Scott,
Managing Partner of McMillan Binch.  "Two well respected and
established business law firms with deep roots in the largest two
commercial centres in Canada are joining forces to create a new
national financial services leader and corporate focused law firm,
capable of delivering services in English and French."

"For over 50 years, Mendelsohn has delivered high quality legal
work with a unique attention to client needs and value for
service," said Andrew Etcovitch, Managing Partner of Mendelsohn.  
"With our history of working together, we are confident this
merger will benefit all our clients because McMillan Binch
emphasizes these same values."

McMillan Binch and Mendelsohn are both major business law firms
serving clients, both public and private, in all sectors of the
economy.  Collectively, they are best known for their expertise in
the areas of antitrust/competition, banking and finance, corporate
restructuring, commercial real estate, tax, corporate commercial,
mergers and acquisitions and business litigation.

"We see obvious benefits for our clients, efficiencies in our
work, and new opportunities for lawyers of both firms," Mr.
Etcovitch said.  "We are both already extremely successful in
private markets and look forward to raising our profile in public
markets."

"Equally important," Mr. Scott added, "Our clients across Canada,
the United States and internationally will benefit from seamless
access to legal expertise in two of Canada's largest legal,
commercial and financial centres."

"This is the right move, at the right time, for two excellent
firms," said Richard Stock, Partner, Catalyst Consulting.  "With
excellent lawyers at both Mendelsohn and McMillan Binch, this
merger will be very good for their clients."

The formal merger is expected to be completed by early May 2005.

                       About McMillan Binch

McMillan Binch LLP is a leading Canadian business law firm. Based
in Toronto, the firm is at the forefront in serving the financial
sector, domestic and international corporations and governments,
with a depth of expertise in the following core areas: financial
services, restructuring, competition as well as mergers and
acquisitions. Key to the firm's success is an emphasis on
collaborating on fresh ideas and a multi-disciplinary approach to
handling complex transactions efficiently. McMillan Binch LLP has
an operational philosophy based on its core values of respect,
teamwork, commitment, client service and professional excellence.

                        About Mendelsohn

The partnership of Mendelsohn has been practicing commercial law
in Montreal since 1951. It has consistently delivered outstanding
legal and business advice to a wide range of clients in Quebec,
Canada and internationally. Mendelsohn is recognized for its
tailor-made legal solutions in the fields of financing and
insolvency, mergers and acquisitions, tax, real estate
development, securities, intellectual property and commercial
litigation.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (126)         183       62
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (227)       3,249      919
Ampex Corp.             AEXCA      (140)          33       12
AMR Corp.               AMR        (581)      28,773   (2,047)
Amylin Pharm. Inc.      AMLN        (87)         358      282
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (516)       1,608      168
Choice Hotels           CHH        (203)         262      (32)
Cincinnati Bell         CBB        (600)       1,987      (20)
Clorox Co.              CLX        (457)       3,710     (422)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (35)          19       13
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (5,519)      21,801   (2,335)
Deluxe Corp             DLX        (179)       1,533     (337)
Denny's Corporation     DNYY       (246)         730      (80)
Dollar Financial        DLLR        (47)         335       82
Domino's Pizza          DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,711)       6,170     (503)
Emeritus Corp           ESC        (102)         693      (53)
Empire Resorts          NYNY        (13)          61        7
Fairpoint Comm.         FRP        (162)         831      (36)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
I2 Technologies         ITWH       (180)         385       85
IMAX Corp               IMX         (42)         230       17
Indevus Pharm.          IDEV        (84)         149      108
Int'l Wire Group        ITWG        (80)         410       97
Isis Pharm.             ISIS        (18)         255      116
Life Sciences           LSRI         (5)         173        1
Lodgenet Entertainment  LNET        (68)         301       20
Majesco Holdings        MJES        (41)          26        9
Maxxam Inc.             MXM        (649)       1,017       72
Maytag Corp.            MYG         (75)       3,020      535
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
New York & Co.          NWY         (14)         280       43
Northwest Airline       NWAC     (2,824)      14,042     (919)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (381)       1,110      215
Pegasus Comm            PGTV       (203)         235       52
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Protection One          PONN       (196)         475     (526)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,612)      24,324      (68)
Riviera Holdings        RIV         (31)         224        1
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (331)       1,039      707
St. John Knits Inc.     SJKI        (57)         208       73
Syntroleum Corp.        SYNM         (8)          48       11
US Unwired Inc.         UNWR       (263)         640     (335)
U-Store-It Trust        YSI         (34)         536      N.A.
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (33)         486       31
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

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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