TCR_Public/050323.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, March 23, 2005, Vol. 9, No. 69

                          Headlines

AIR CANADA: Ace Aviation Raising $600 Mil. Through Bond Offering
AIR CANADA: Gets BMO Nesbitt's Commitment for $300 Mil. Revolver
ALLIED WASTE: Completes $3.425 Billion Credit Facility Refinancing
AMERICA ONLINE LATIN: Warns of Chapter 11 Filing
AMERICAN CASINO: Solid Performance Cues S&P to Lift Rating to B+

AMI SEMICONDUCTOR: Moody's Rates $300M Loan & Facility at Ba3
AMORTIZING RESIDENTIAL: S&P Holds Low-B Ratings on 2 Cert. Classes
ANN TAYLOR: S&P Revises Outlook on BB- Credit Rating to Stable
APPLIED EXTRUSION: Wants Until April 29 to Remove Actions
APPLIED EXTRUSION: Ask Court to Formally Close Chapter 11 Cases

ATA AIRLINES: Inks Employment Pact with CEO John Denison
ATA AIRLINES: Moody's Junks Six Trust Certificate Classes
ATR LAND LLC: Case Summary & Largest Unsecured Creditor
BAKER ENTERPRISES: Case Summary & 27 Largest Unsecured Creditors
BANC OF AMERICA: S&P Holds Low-B Rating on 12 Certificate Classes

BEARINGPOINT INC: Weak Controls Prompt Moody's to Slice Ratings
CATHOLIC CHURCH: Spokane Can Maintain Existing Bank Accounts
CATHOLIC CHURCH: Court Approves Spokane's Interim Fee Procedure
CENTURY/ML: Wants Until June 30 to File a Plan of Reorganization
COGENTRIX DELAWARE: Moody's Holds Ba2 Rating on $246M Facility

COLLINS & AIKMAN: Weak Liquidity Prompts Moody's to Slice Ratings
CONE MILLS: Has Until April 18 to File Notices of Removal
DINASTIA L.P.: Case Summary & 20 Largest Unsecured Creditors
EMISPHERE TECH: PwC Expresses Going Concern Doubt in Annual Report
ENERSYS: S&P Reviews Low-B Ratings & May Cut After Fiamm Buy-Out

FIBERMARK: Scraps Chapter 11 Plan & Goes Back to Drawing Board
FIRST REPUBLIC: Completes $50 Million Preferred Stock Offering
FRESH CHOICE: Asks Court to Bless Workers' Compensation L/C Deal
GENERAL DATACOMM: Has Until June 6 to Object to Proofs of Claim
GENEVA STEEL: Sierra Energy to Examine CEO & Creditors in April

GRAFTECH INT'L: Poor Performance Prompts S&P to Downgrade Ratings
HEALTHSOUTH CORP: Closes $715 Million Refinancing & Cures Default
HILITE INT'L: Moody's Assigns Low-B Ratings to $465 Million Debt
HILITE INT'L: S&P Rates Planned $180M Sr. Sec. Facilities at BB-
INTERSTATE BAKERIES: Recalculating Non-Union Retiree Premiums

J.C. PENNEY: Fitch Says Capital Restructuring Won't Affect Ratings
KRISPY KREME: Subsidiary & Officer Face ERISA Complaint in NC
LIBERATE TECH: Shareholders to Vote on Asset Sale on April 5
LORAL SPACE: Disagrees with Examiner on Estate's Value
LORAL SPACE: Revised Consensual Chapter 11 Plan on the Table

LORAL SPACE: Pref. Shareholders Want Official Committee Appointed
MCI INC: Halts Talks; Qwest Seeks Meeting with Monitor
MCI INC: Files Annual Report on Form 10-K with SEC
MILLER EXCAVATING: Case Summary & List of Known Creditors
MIRANT: 9th Circuit Remands Suit Under Clayton Act to Dist. Court

MIRANT CORP: Wants to Enter into New Trading Contracts
NANOPIERCE TECH: Losses & Deficit Trigger Going Concern Doubt
NAVARRE CORP: Moody's Places B3 Rating on $125M Sr. Unsec. Notes
NEXSTAR BROADCASTING: Moody's Puts B3 Rating on $75M Sr. Sub. Debt
OWENS CORNING: Seeking Creditors' Compromise in Plan Confirmation

OWENS-ILLINOIS: Edward White Succeeds Thomas Young as CFO
PARMALAT GROUP: Citigroup Seeks Discovery in New Jersey Action
PEI HOLDINGS: Moody's Withdraws Low-B Ratings After Tender Offer
PHILLIPS-VAN: S&P Says Outlook is Positive Due to Good Portfolio
PLY GEM: Lenders Waive Covenant Defaults Through April 2005

POTLATCH CORP: Annual Shareholders Meeting Scheduled for May 2
PRIME CAMPUS: Case Summary & 20 Largest Unsecured Creditors
QWEST COMMS: Seeks Meeting with Monitor After MCI Halts Talks
SGD HOLDINGS: Creditors Must File Proofs of Claim by July 7
SGD HOLDINGS: Section 341(a) Meeting Slated for April 8

SOLUTIA INC: Court Okays Kirkland's Employment on Interim Basis
SPIEGEL INC: Asks Court to Okay Work Fee Letters with Lenders
SPIEGEL INC: Wants Home Store Lease Disposition Protocol Set
SPIEGEL INC: Wants Court to Compel FCNB Agent to Produce Documents
STRUCTURED ASSET: Moody's Puts Ba2 Rating on Class M-9 Sub. Certs.

TELESOURCE INT'L: $15.2 Million Deficit Spurs Going Concern Doubt
TOM'S FOODS: Renewed Warning About a Chapter 11 Filing
UAL CORPORATION: Wants to Amend Boeing Aircraft Lease
UNIVERSAL HOSPITAL: Dec. 31 Equity Deficit Widens to $93.1 Million
V-ONE CORP.: Files for Chapter 11 Protection in Maryland

VALCOM INC: Losses & Deficit Trigger Going Concern Doubt
VALMONT INDUSTRIES: Moody's Says Liquidity is Good
VARTEC TELECOM: U.S. Trustee Amends Creditors Committee Membership
VERILINK CORP: Inks $10 Million Private Debt Placement Agreement
WILLIAM TAYLOR: Case Summary & 8 Largest Unsecured Creditors

YUKOS OIL: Says It Will Drop U.S. Bankruptcy Appeal
YUKOS OIL: Fulbright Wants to Disburse Fees from $5-Mil. Retainer

* Gibson Dunn Adds Five Media & Entertainment Litigators to Firm
* Chadbourne & Parke Welcomes Christopher Owen as Partner

* Upcoming Meetings, Conferences and Seminars

                          *********


AIR CANADA: Ace Aviation Raising $600 Mil. Through Bond Offering
----------------------------------------------------------------
ACE Aviation Holdings, Inc., has filed preliminary prospectuses
in Canada for the concurrent offering of Class A Variable Voting
Shares and Class B Voting Shares, and Convertible Senior Notes
due 2035.  Gross proceeds from the concurrent offerings are
expected to be approximately $600 million, approximately
$350 million in equity and approximately $250 million in
convertible notes.  It is anticipated that ACE will grant the
underwriters over-allotment options to purchase up to an
additional 15 per cent of each of the offerings, during the 30
days following closing.

The net proceeds from the offerings will be used primarily
to repay currently outstanding debt of $540 million under the
exit credit facility with General Electric Capital Corporation.
The repayment of this exit facility will reduce net annual
interest costs by an estimated $27 million and will provide ACE
with greater strategic and financial flexibility.  As at
March 18, 2005, the Company's consolidated cash balance, measured
on the basis of cash in bank accounts, amounted to approximately
$1.7 billion and after giving effect to the offering, the
syndicated credit facility and the repayment of the exit
facility, the Company will have cash and committed credit
facilities in excess of $2 billion, resulting in adjusted net
debt (including the capitalized value of all aircraft leases) of
approximately $4 billion.

RBC Capital Markets, BMO Nesbitt Burns and CIBC World Markets are
acting as joint bookrunning managers for the equity offering.

RBC Capital Markets, Merrill Lynch and BMO Nesbitt Burns are
acting as joint bookrunning managers for the convertible senior
note offering.

The shares and convertible notes being offered by ACE have
not been and will not be registered under the U.S. Securities Act
of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.

As of December 31, 2004, Air Canada's shareholders' deficit
narrowed to CDN$203 million compared to a $4.155 billion deficit
at December 31, 2004.  (Air Canada Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Gets BMO Nesbitt's Commitment for $300 Mil. Revolver
----------------------------------------------------------------
Air Canada, ACE Aviation Holdings Inc.'s principal subsidiary,
obtained commitments from a syndicate of lenders for the
establishment of a two-year senior secured revolving credit
facility in an aggregate amount of $300 million, subject to
completion of the equity offering.

Bank of Montreal is acting as administrative agent for the
syndicated revolving credit facility.  The syndicate of lenders
includes Bank of Montreal, Royal Bank of Canada, Canadian Imperial
Bank of Commerce, Merrill Lynch Capital Canada, The Toronto-
Dominion Bank, Citigroup and Deutsche Bank AG.

ACE Aviation and Air Canada entered into a commitment letter with
BMO Nesbitt Burns Inc. and its Canadian chartered bank parent for
the $300,000,000 senior secured syndicated revolving credit
facility on February 7, 2005.

ACE Aviation discloses in a recent filing with the Canadian
Securities Administrators that the facility may be extended at
Air Canada's option for additional one-year periods on each
anniversary of closing, subject to approval by a majority of the
lenders.

A swingline facility of up to $20,000,000 will be provided for
cash management and working capital needs.

The amount available to be drawn by Air Canada under the
revolving credit facility will be limited to the lesser of
$300,000,000 and the amount of a borrowing base determined with
reference to certain eligible accounts receivable of Air Canada
and eligible real property owned and leased land of Air Canada.

The credit facility will be secured by a first priority security
interest and hypothec over the present and after acquired
property of Air Canada, subject to certain exclusions and
permitted encumbrances.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.

As of December 31, 2004, Air Canada's shareholders' deficit
narrowed to CDN$203 million compared to a $4.155 billion deficit
at December 31, 2004.  (Air Canada Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED WASTE: Completes $3.425 Billion Credit Facility Refinancing
------------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) completed the refinancing
and funding of its credit facility.  The new credit facility
includes:

   -- a $1.35 billion term loan,
   -- a $1.575 billion revolving credit facility, and
   -- a $500 million institutional letter of credit facility.

The term loan and institutional letter of credit facility are both
priced at LIBOR plus 200 basis points.  The revolving credit
facility is priced at LIBOR plus 300 basis points and includes
grid-based pricing tied to changes in the company's leverage
ratio.

The refinancing of the existing credit facility was the final
piece of the multifaceted financing plan announced on Feb. 22,
2005, that included the offering of:

   -- $600 million of 7.25% senior notes,
   -- $600 million of mandatory convertible preferred stock, and
   -- $100 million of common stock.

Additional terms of the new credit facility include:

   *  Maturities -- Maturity of the revolver was extended from
      2008 to 2010.

      The term loan and institutional letter of credit facilities
      were extended from 2010 to 2012 and will amortize at an
      annual rate of 1% of the principal from 2005 through 2011,
      with the balance due 2012.

   *  Liquidity -- Revolver capacity was increased from
      $1.5 billion to $1.575 billion and the institutional letter
      of credit facility was increased from $200 million to
      $500 million, giving the company over$1 billion of available
      capacity.

   *  Covenants -- Financial covenants are consistent with those
      in the previous credit facility and include an Interest
      Coverage Covenant and a Leverage Covenant.  The minimum and
      maximum thresholds under these covenants improved to the
      following:


Interest Coverage Minimum Threshold:

      For the                Through the
    Quarter Ending           Quarter Ending       EBITDA*/Interest

    March 31, 2005          December 31, 2005         1.85x
    March 31, 2006          June 30, 2006             1.95x
    September 30, 2006      December 31, 2006         2.00x
    March 31, 2007          March 31, 2007            2.10x
    June 30, 2007           June 30, 2007             2.15x
    September 30, 2007      March 31, 2008            2.20x
    June 30, 2008           September 30, 2008        2.25x
    December 31, 2008       December 31, 2008         2.30x
    March 31, 2009          June 30, 2009             2.40x
    September 30, 2009      December 31, 2009         2.55x
    March 31, 2010          Thereafter                2.75x

Leverage Maximum Threshold:

       For the               Through the
    Quarter Ending          Quarter Ending      Total Debt/EBITDA*

    March 31, 2005          December 31, 2005         6.50x
    March 31, 2006          June 30, 2006             6.25x
    September 30, 2006      December 31, 2006         6.00x
    March 31, 2007          June 30, 2007             5.75x
    September 30, 2007      December 31, 2008         5.50x
    March 31, 2009          June 30, 2009             5.25x
    September 30, 2009      December 31, 2009         5.00x
    March 31, 2010          Thereafter                4.50x


"We are pleased with the successful completion of the refinancing
of the credit facility, which was the final piece of our
multifaceted financing plan," said Pete Hathaway, Executive Vice
President and CFO of Allied Waste.  "We now have a clear path to
execute our operational initiatives with minimal debt maturities
over the next three years, ample room under our revised covenants
and over $1 billion of available capacity under our revolver.  We
will also reduce our annual cash interest payments by almost
$60 million, partially offset by $38 million of new dividends, for
a net annual benefit of over $20 million."

                        About the Company

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States.  As of December 31, 2004, Allied Waste served customers
through a network of 314 collection companies, 165 transfer
stations, 166 active landfills and 58 recycling facilities in 37
states.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Fitch Ratings' indicative ratings for Allied Waste's (NYSE: AW)
new securities are:

   * 'BB-' for the new senior secured credit facility,
   * 'B+' for the new 10-year senior secured, and
   * 'CCC+' for the new three-year mandatory convertible
     preferred stock.

Existing ratings are:

   * 'BB-' for senior secured credit facility,
   * 'B+' for senior secured notes,
   * 'B' for senior unsecured notes,
   * 'B-' for senior subordinated notes, and
   * 'CCC+' for mandatory convertible preferred stock.

Fitch says the outlook is negative.


AMERICA ONLINE LATIN: Warns of Chapter 11 Filing
------------------------------------------------
America Online Latin America, Inc., said in a regulatory filing
with the Securities and Exchange Commission yesterday that it does
not expect to reach cash flow break even with available cash on
hand.  The Company expects available cash will only be sufficient
to fund operations into the third quarter of 2005.  To continue
operations beyond such time, the Company says it will need an
additional, substantial capital infusion.  The Company says it may
not be able to obtain additional financing, whether from Time
Warner Inc., America Online, Inc., the Cisneros Group of
Companies, Banco ItaŁ, S.A. or any other source.  "We are not
currently expending resources to obtain financing from any source
because we believe that any efforts to obtain financing would be
futile based on past experience," the Company said.

Since May 2004, AOL Latin America has consulted with its financial
advisors, and explored potential strategic alternatives, including
a possible sale of the entire company, the sale of one or more
operating businesses, the sale of specific assets or other
comparable transactions.  No transaction's materialized to date.
"We are reviewing preliminary and non-binding indications of
interest from multiple parties with respect to the sale of certain
assets," AOL Latin America says.  AOL Latin America notes that
Time Warner, the holder of $160 million of its senior convertible
notes, has the right to require it to use the proceeds from any
sale transaction to repay the senior convertible notes.  In
addition, AOL Latin America preferred stock has a current
aggregate liquidation preference of approximately $599 million,
excluding accrued but unpaid dividends.

"Even if we are successful in selling all of our businesses, the
proceeds will not be sufficient to repay the senior convertible
notes, and none of those proceeds will be available to our common
stockholders.  As a result, we do not believe that our common
stock has, or will have, any value," Executive Vice President and
CFO Osvaldo Banos says.

"If we do not consummate the disposition of our businesses in a
timely manner, we expect to cease operating those businesses,
although no definitive decision has been made to cease any
particular operation at any particular time," Mr. Banos continues.
"At any time during the process of attempting to sell our
businesses or ceasing any operation, we may conclude that it is
advantageous for us to file for protection under the bankruptcy
laws of the United States or the insolvency laws of one or more
foreign jurisdictions in which we operate.  Any such voluntary
filing would require the consent of the holders of our class B and
C preferred stock, in addition to the authorization of our board
of directors.

"On March 16, 2005," Mr. Banos relates, "management concluded that
AOLA is not a going concern for financial reporting purposes and
eventually will not have sufficient funds to continue operations.
In light of that conclusion, management reviewed current contracts
in effect and determined that the recording of a partial
impairment of the remaining unamortized balance of unearned
services recorded as a result of our strategic marketing agreement
with Banco ItaŁ was necessary.  Management estimates that the
amount of this non-cash impairment is approximately $38.9 million.
In addition, we believe that our disclosure in this report
concerning our financial condition and prospects may have resulted
in a default under the senior convertible notes held by Time
Warner.  This may have accelerated automatically our obligation to
repay these notes and, therefore, the full $160 million may be
immediately due and payable. We do not have sufficient funds
available to repay this debt."

AOL Latin America expects that Ernst & Young LLP will include a
going concern qualification in its report when it reviews the
company's 2004 audited financial statements.

America Online Latin America, Inc., is a leading interactive
service provider in Latin America, deriving the bulk of its
revenues principally from member subscriptions in Brazil, Mexico,
Argentina and Puerto Rico.  AOLA also generates additional
revenues from advertising and other revenue sources, including
programming services provided to America Online for Latino content
area and revenue sharing agreements with certain local
telecommunications providers.  At Sept. 30, 2004, AOLA's balance
sheet shows $39.9 million in assets and a $147.4 million
shareholder deficit.


AMERICAN CASINO: Solid Performance Cues S&P to Lift Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on casino
owner and operator American Casino & Entertainment Properties LLC,
including its corporate credit rating to 'B+' from 'B'.

The outlook is stable.  The company has about $219 million in
total debt.

"The upgrade reflects [American Casino's] continued solid
operating performance and modest debt leverage, providing a
cushion within the rating in the event of a downturn in the Las
Vegas market or for an increase in capital expenditures," said
Standard & Poor's credit analyst Peggy Hwan.

The ratings on Las Vegas, Nevada-headquartered American Casino
reflect a portfolio of second-tier assets, the disadvantaged
location on the Las Vegas Strip of its largest cash flow
generating property, reliance on a single market, and a relatively
small cash flow base.


AMI SEMICONDUCTOR: Moody's Rates $300M Loan & Facility at Ba3
-------------------------------------------------------------
Moody's Investors Service raised the ratings of AMI Semiconductor,
Inc., to reflect improvements in revenue and profitability, the
relative stability of the company's predominantly integrated mixed
signal business as well as the company's modest debt reduction
efforts as evidenced by the pending $130 million senior
subordinated bond tender and refinancing.  At the same time,
Moody's assigned ratings for AMI's proposed new bank credit
facilities.  Proceeds from the new facilities plus cash on hand of
approximately $75 million will be used to refinance the existing
bank credit facilities as well as the senior subordinated notes.

The rating outlook is stable.

These ratings were raised:

   * Senior implied rating raised to Ba3 from B1;

   * $125 million senior secured term loan maturing 2008 raised to
     Ba3 from B1;

   * $90 million senior secured revolving credit facility maturing
     2006 raised to Ba3 from B1; and

   * $200 million (now $130 million) senior subordinated notes
     maturing 2013 raised to B2 from B3.

This rating was affirmed:

   * Senior unsecured issuer rating affirmed at B2.

These ratings were assigned:

   * $210 million senior secured term loan maturing 2012 assigned
     Ba3; and

   * $90 million revolving credit facility maturing 2010 assigned
     Ba3.

The rating on the senior subordinated notes and existing bank
credit facilities will be withdrawn once the tender is completed.
The ratings on the new bank credit facilities are subject to
review of final documentation.

The ratings reflect the company's:

   1. solid credit metrics including pro forma leverage (debt /
      EBITDA) of 1.5x and pro forma EBIT interest coverage
      exceeding 10x;

   2. the relative stability of the business model due to long
      product lives and moderate price volatility in the
      integrated mixed signal operations;

   3. long-standing customer relationships; and

   4. the company's low capital intensity which contributes to
      moderate operating leverage and Moody's expectation that
      free cash flow in 2005 will be greater than 20% of
      outstanding debt, pro forma for the planned transaction.

The rating is constrained by:

   1. the company's lack of scale compared to some of its major
      competitors;

   2. modest liquidity with pro forma cash balances expected to be
      less than $100 million; and

   3. some volatility in margins primarily resulting from the
      degree of utilization of the company's fabrication
      facilities.

The stable outlook reflects expectations for continued growth in
revenues over the medium term, maintenance of healthy margins and
continuation of strong customer relationships.  Nevertheless, near
term revenue growth will be challenged.  Upward rating pressure
may be constrained by the limited scale of the business unless
free cash flow improves meaningfully and there is cash build or
reduction in debt.  Ratings could be pressured if the company
loses a significant number of customers; the company relevers the
balance sheet; or if the company engages in significant
acquisition activity.

AMI's financial performance benefits from the company's mixed-
signal operations, comprising 56% of 2004 revenues, which focus on
the automotive, medical and industrial end-markets.  These markets
are characterized by longer product lives and less volatility
compared to other end-markets such as communications.  AMI
benefits from long product lives because once the design is
accepted, AMI typically becomes the sole source for the life of
the product.  The high proportion of sales to the target markets
reduces planning risk over the medium term and allows the company
to plan its investment needs with relatively good visibility.
Further, AMI's design capability and steady execution should
support continued long-standing relationships with its customers.

The company's current EBITDA margins in excess of 25% reflect
strong semiconductor market conditions through most of 2004 but
could weaken should market conditions continue to deteriorate.
The company's technologies do not depend on leading edge capital
equipment; therefore, Moody's anticipates that capex will remain
less than 10% of revenues.

The company's financial performance, coupled with the reduction in
interest expense expected through the proposed refinancing and
bond tender, will increase EBIT interest coverage to more than
10x, though at the expense of lower balance sheet liquidity. Pro
forma debt to EBITDA will fall to approximately 1.5x following the
refinancing.

The Ba3 ratings on the proposed bank credit facilities are based
on Moody's belief that the collateral coverage is not adequate to
warrant notching the facilities above the Ba3 senior implied
rating.  The shift in the capital structure effectively
subordinates unsecured creditors to a larger amount of secured
debt, hence the affirmation of the B2 issuer rating.

AMI Semiconductor is a leader in designing and manufacturing
mixed-signal application-specific integrated circuits and
structured digital products.

Revenues were $517 million in 2004.


AMORTIZING RESIDENTIAL: S&P Holds Low-B Ratings on 2 Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 18
classes from nine series of mortgage pass-through certificates
issued by Amortizing Residential Collateral Trust.  Concurrently,
ratings are affirmed on 92 classes from 19 series from the same
issuer.

The raised ratings reflect the increase in the actual and
projected credit support percentages to the respective classes,
although the total delinquency and cumulative realized loss
percentages were relatively high.  The higher credit support
percentages resulted from the shifting interest structure of the
transactions, benefiting from the significant paydown of their
respective mortgage pools.  As a result, the projected credit
support percentages for these classes have grown to more than
twice their original credit support percentages.  As of the
February 2005 remittance period, the outstanding pool principal
balances for these transactions ranged from 18.48% (series
2002-BC2) to 26.61% (series 2002-BC8).  Total delinquencies ranged
from 20.01% (series 2002-BC4) to 30.11% (series 2002-BC7), while
cumulative realized losses ranged from 0.69% (series 2002-BC8) to
1.22% (series 2002-BC7).  In addition, each of these transactions
was at its respective overcollateralization target.

The affirmed ratings reflect adequate actual and projected credit
support percentages, with total delinquencies ranging from 4.93%
(series 2004-1) to 40.52% (series e2001-BC4).  Cumulative realized
losses ranged from 0.00% (series 2004-1) to 2.03% (series 2000-
BC3).  In addition, these transactions are at their respective
overcollateralization targets.

Credit support for these transactions is provided by
subordination, overcollateralization, and excess interest cash
flow.  In addition, loan-level primary mortgage insurance (deep
MI) was purchased for a majority of the noninsured mortgage loans
with loan-to-value (LTV) ratios greater than 60%.  The primary
mortgage insurance covers claims on the uninsured portion of the
mortgage loan, down to an effective LTV ratio of 60%.  The seller
purchased the primary mortgage insurance on behalf of the
individual trusts (through Mortgage Guaranty Insurance Corp.,
('AA+'), PMI Mortgage Insurance Co., ('AA+'), or Radian Mortgage
Guaranty Inc., ('AA')).

The collateral for these transactions comprises 30-year, subprime,
fixed-or adjustable-rate mortgage loans, which are secured by
first liens on one-to-four family residential properties.

                           Ratings Raised

                Amortizing Residential Collateral Trust
                    Mortgage pass-thru certificates

             Series     Class       To         From
             ------     -----       --         ----
             2002-BC1    M1         AA+        AA
             2002-BC2    M1         AA+        AA
             2002-BC3    M1         AA+        AA
             2002-BC3    M2         A+         A
             2002-BC4    M1         AA+        AA
             2002-BC4    M2         A+         A
             2002-BC5    M1         AAA        AA
             2002-BC5    M2         AA-        A
             2002-BC6    M1         AA+        AA
             2002-BC6    M2         A+         A
             2002-BC7    M1         AAA        AA+
             2002-BC7    M2         AA+        AA
             2002-BC7    M3         AA         AA-
             2002-BC7    M4         AA-        A+
             2002-BC8    M1         AA+        AA
             2002-BC8    M2         A+         A
             2002-BC9    M1         AA+        AA
             2002-BC9    M2         A+         A

                           Ratings Affirmed

                Amortizing Residential Collateral Trust
                    Mortgage pass-thru certificates

      Series      Class                              Rating
      ------      -----                              ------
      2000-BC1    A1, A2                             AAA
      2000-BC1    M1                                 AA+
      2000-BC1    M2                                 A
      2000-BC2    A2                                 AAA
      2000-BC2    M1                                 AA+
      2000-BC2    M2                                 A
      2000-BC3    A2                                 AAA
      2000-BC3    M1                                 AA+
      2000-BC3    M2                                 A
      2000-BC3    B                                  BBB
      2001-BC1    A1                                 AAA
      2001-BC1    M1                                 AA
      2001-BC1    M2                                 A
      2001-BC3    A                                  AAA
      2001-BC3    M1                                 AA+
      2001-BC4    A1, A2                             AAA
      2001-BC4    M1                                 AA+
      2001-BC4    M2                                 A
      2001-BC4    B                                  BBB
      2001-BC5    A-1, A-2                           AAA
      2001-BC5    M1                                 AA
      2001-BC5    M2                                 A
      2001-BC6    A                                  AAA
      2001-BC6    M1                                 AA+
      2001-BC6    M2                                 A
      2001-BC6    B                                  BBB
      2002-BC1    A, A-IO                            AAA
      2002-BC1    M2                                 A
      2002-BC1    B                                  BBB
      2002-BC2    A, A-IO                            AAA
      2002-BC2    M2                                 A
      2002-BC2    B                                  BBB
      2002-BC3    A, A-IO                            AAA
      2002-BC3    B1                                 BBB-
      2002-BC4    A                                  AAA
      2002-BC4    M3                                 BBB
      2002-BC4    B1                                 BBB-
      2002-BC5    A                                  AAA
      2002-BC5    M3                                 BBB
      2002-BC5    B                                  BBB-
      2002-BC6    A1, A2, A4                         AAA
      2002-BC6    M3                                 BBB
      2002-BC6    B                                  BBB-
      2002-BC7    A1, A3                             AAA
      2002-BC7    M5                                 A
      2002-BC7    M6                                 A-
      2002-BC7    B1                                 BBB+
      2002-BC7    B2                                 BBB
      2002-BC7    B3                                 BBB-
      2002-BC8    A1, A3                             AAA
      2002-BC8    M3                                 BBB+
      2002-BC8    M4                                 BBB
      2002-BC8    B                                  BBB-
      2002-BC9    A1, A2                             AAA
      2002-BC9    M3                                 BBB+
      2002-BC9    M4                                 BBB
      2002-BC9    B                                  BBB-
      2002-BC10   A1, A2, A3, A4                     AAA
      2002-BC10   M1                                 AA
      2002-BC10   M2                                 A
      2002-BC10   M3                                 BBB+
      2002-BC10   B                                  BBB-
      2004-1      A1, A2, A3, A4, A5                 AAA
      2004-1      M1                                 AA+
      2004-1      M2                                 AA
      2004-1      M3                                 AA-
      2004-1      M4                                 A+
      2004-1      M5                                 A
      2004-1      M6                                 A-
      2004-1      M7                                 BBB+
      2004-1      M8                                 BBB
      2004-1      M9                                 BBB-
      2004-1      B1                                 BB+
      2004-1      B2                                 BB


ANN TAYLOR: S&P Revises Outlook on BB- Credit Rating to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised it outlook on specialty
women's apparel retailer Ann Taylor, Inc., to stable from
positive.  The 'BB-' corporate credit rating on the company was
affirmed.

"The outlook revision is based on the company's weaker-than-
anticipated results in the fourth quarter ended Jan. 29, 2005,"
said Standard & Poor's credit analyst Ana Lai.  "In addition, we
do not expect that Ann Taylor's financial profile will improve to
levels that warrant an upgrade, given the inconsistent operating
performance at the company's Ann Taylor Stores unit.  The rating
continues to reflect Ann Taylor's high business risk given its
participation in the highly competitive and fashion sensitive
specialty women's apparel industry, inconsistent operating
performance, and the rapid growth strategy at the Ann Taylor Loft
business."

Ann Taylor reported a significant decline in operating results in
the fourth quarter ended Jan. 29, 2005, with comparable-store
sales declining 4%, reflecting a 10.1% drop at Ann Taylor Stores,
tempered by a 3.2% gain at its Ann Taylor Loft division.  This
compares to a 15.5% comparable-store sales increase for the prior
year.  Poor consumer response to Ann Taylor Stores' fall
merchandise contributed to a steep decline in profitability.  The
company reported an operating loss of about $21.5 million,
compared with an operating income of about $54 million a year ago.
Due to the negative earnings in the fourth quarter, operating
margins declined to about 13% in the fiscal year ended
January 29, 2005, compared with 19% the previous year.


APPLIED EXTRUSION: Wants Until April 29 to Remove Actions
---------------------------------------------------------
Applied Extrusion Technologies, Inc., and its debtor-affiliate ask
the U.S. Bankruptcy Court for the District of Delaware for an
extension, through and including April 29, 2005, to remove actions
and related proceedings pursuant to Section 1452 of the Judiciary
Procedures Code and Rules 9006 and 9027 of the Federal Rules of
Bankruptcy Procedure.

The Debtors explain that they are parties to various Actions
currently pending in various State Courts and they need additional
time to determine whether removal is appropriate for any of the
State Court Actions.

The Debtors want to protect their right to remove any of the State
Court Actions or any additional actions asserted against their
estates.

The Debtors assure the Bankruptcy Court that the requested
extension will not prejudice their adversaries' rights or of any
parties involved in the State Court Actions.

The Bankruptcy Court will convene a hearing at 4:00 p.m., on
March 29, 2005, to consider the Debtors' extension request.

Headquartered in New Castle, Delaware, Applied Extrusion
Technologies, Inc. -- http://www.aetfilms.com/-- develops &
manufactures specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
application.  The Company and its debtor-affiliate filed for
chapter 11 protection on Dec. 1, 2004 (Bankr. D. Del. Case No.
04-13388).  Edward J. Kosmowski, Esq., and Pauline K. Morgan,
Esq., at Young Conaway Stargatt & Taylor, and Sheldon K. Rennie,
Esq., at Fox Rothschild O'Brien & Frankel LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $407,912,000 in
total assets and $414,957,000 in total debts.


APPLIED EXTRUSION: Ask Court to Formally Close Chapter 11 Cases
---------------------------------------------------------------
Applied Extrusion Technologies, Inc., and its debtor-affiliate,
Applied Extrusion Technologies (Canada), Inc., ask the U.S.
Bankruptcy Court for the District of Delaware to enter a final
decree formally closing their chapter 11 cases.

The Court confirmed the Debtors' Plan of Reorganization on
Jan. 24, 2005, and the Plan became effective on March 8, 2005.

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

   a) the Reorganized Debtors' estates have been fully
      administered, the confirmed Plan has been substantially
      consummated, all Claims other than Disputed Claims have been
      processed and all payments to Allowed Claims have been made;

   b) the Debtors continue to work to reconcile and resolve all
      Disputed Claims amounts with relevant creditors and they are
      willing to negotiate a resolution with the creditors of
      those Claims;

   c) the Debtors have filed on March 14, 2005, the Final Report
      on their chapter 11 cases, and there are no more motions,
      contested matters and adversary proceedings pending before
      the Bankruptcy Court;

   d) all expenses arising from the administration of the Debtors'
      estates, including U.S. Trustee fees, professional fees and
      expenses have been paid or will soon be paid.

The Debtors submit that these facts demonstrate cause for the
Court to formally close their chapter 11 cases pursuant to Section
350 of the Bankruptcy Code, Bankruptcy Rule 3022 and Local Rule
5009-1.

The Court will convene a hearing at 4:00 p.m., on March 29, 2005,
to consider the Debtors' closure request.

Headquartered in New Castle, Delaware, Applied Extrusion
Technologies, Inc. -- http://www.aetfilms.com/-- develops &
manufactures specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
application.  The Company and its debtor-affiliate filed for
chapter 11 protection on Dec. 1, 2004 (Bankr. D. Del. Case No.
04-13388).  Edward J. Kosmowski, Esq., and Pauline K. Morgan,
Esq., at Young Conaway Stargatt & Taylor, and Sheldon K. Rennie,
Esq., at Fox Rothschild O'Brien & Frankel LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $407,912,000 in
total assets and $414,957,000 in total debts.


ATA AIRLINES: Inks Employment Pact with CEO John Denison
--------------------------------------------------------
On Feb. 21, 2005, ATA Airlines, Inc., the principal operating
subsidiary of ATA Holdings Corp, appointed John G. Denison as its
Chief Executive Officer.  Mr. Denison had previously served as the
Company's Co-Chief Restructuring Officer since January 20, 2005.

On March 7, 2005, ATA entered into an employment agreement with
Mr. Denison.  The agreement is for an indefinite period of time
until the earlier of the time Mr. Denison resigns or voluntarily
terminates his employment, or ATA Airlines' Board of Directors
terminates his employment, removes him from office or appoints him
to another position.  Mr. Denison will receive $25,000 for the
period from January 20, 2005, to February 20, 2005, and a
beginning salary, commencing on February 21, 2005, of $315,000 per
year.  Mr. Denison is also eligible to be considered for a
discretionary bonus on the earlier to occur of:

   (a) the termination of his employment;

   (b) a transaction involving ATA Holdings and ATA Airlines
       including a merger, recapitalization, acquisition of ATA
       Holding's stock or assets by a purchaser or confirmation
       of a Chapter 11 reorganization plan for ATA or the
       Company, or both of them; or

   (c) December 31, 2005.

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


ATA AIRLINES: Moody's Junks Six Trust Certificate Classes
---------------------------------------------------------
Moody's Investors Service downgraded the debt ratings on selected
Enhanced Equipment Trust Certificates of ATA Airlines, Inc., the
primary operating subsidiary of ATA Holdings Corp.  The rating
outlook is negative.

The downgrades reflect ATA's continuing operation under Chapter 11
protection and Moody's assessment of the adequacy of collateral
protection for the transactions.  Because of concern as to the
adequacy of information to monitor the ratings on an ongoing
basis, Moody's will withdraw all ratings assigned to ATA.

The downgrades reflect the continuing difficult environment for
values of the underlying collateral (the aircraft) and the
pressures on the loan to values ratios, especially in transactions
collateralized by B757-200 aircraft types.  These aircraft are no
longer in production, and secondary market values remain a
concern.  The lower tranche of securities that are secured by
these aircraft are substantially under-collateralized, and the new
ratings reflect risk levels that are similar to those of unsecured
creditors.

Moody's notes that seven B757-200 aircraft collateralizing the
2000-1 series were recently sold at auction, and estimates that
the proceeds from the sale did not generate sufficient cash to
repay outstanding principal to the Class C Certificate holders.

Moody's Investors Service will withdraw its ratings assigned to
all debt of ATA including the senior implied rating -- Caa3, and
the senior unsecured rating -- C.  Moody's is withdrawing its
ratings because of insufficient ongoing information about the
status of these securities to maintain a current opinion.  Some
recovery for holders of EETC's is anticipated but will be highly
dependent on the value of the aircraft collateral, the structure
of the individual transaction and the outcome of discussions with
ATA.

Ratings downgraded:

   -- Enhanced Equipment Trust Certificates:

      * Series 1996-1A to Caa1 from Ba2
      * Series 1996-1B to Ca from Caa1
      * Series 1997-1A to Caa1 from Ba2
      * Series 1997-1B to Ca from Caa1
      * Series 2000-1C to C from Caa1
      * Series 2002-1A to Ba3 from Baa3
      * Series 2002-1B to Caa1 from B1

All certificate classes benefit from the lien on the aircraft
collateral, with access to that collateral under the provisions of
Section 1110 of the US Bankruptcy Code and the deferral of default
through the use of the liquidity facilities available to debt
holders.  The liquidity facilities provide up to 18 months of
interest service, but any drawings under the facilities have a
priority claim on the collateral.

The ratings on ATA's Series 1996-1 and 1997-1 certificates were
adjusted downward to reflect Moody's assessment of the realizable
values of the 757 aircraft type which collateralize the
transaction.  Although widely used (about 865 in service with
around 80 operators), demand for these aircraft has suffered in
recent years mainly due to a ramp-up in production of newer, more
fuel efficient aircraft.

As a result of lower demand, Boeing ended production of
the 757-200 series aircraft late last year.  Although current
demand has recovered from post 9/11 lows, Moody's remains
concerned with the market's ability to absorb liquidations, as
seen in the recent prices achieved at auction of other ATA 757's.
Distressed airlines carry a significant number of 757s in their
fleets.

The ATA Series 2002-1 notes are secured by Boeing 737-800 series
aircraft, currently similarly in wide demand.  Moody's calculates
that the loan-to-values associated with this transaction are
substantially lower than the transactions supported by the B757's.
However, with the passage of time the potential for Certificate
default or a renegotiated payment stream increases risk to
Certificate holders.  In addition, drawings on the liquidity
facilities and the cost associated with negotiating with ATA have
a priority claim on collateral adding to the stress on principal.
The ratings of the Class A and B Certificates have been adjusted
to reflect this increased risk.

ATA Holdings Corp and its primary operating subsidiary ATA
Airlines, Inc. are headquartered in Indianapolis, IN.


ATR LAND LLC: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: ATR Land, LLC
        dba American Trailer Repair, Inc
        8001 West 47th Street
        Lyons, Illinois 60534

Bankruptcy Case No.: 05-10046

Type of Business: The Debtor repairs truck trailers.

Chapter 11 Petition Date: March 21, 2005

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Gina B. Krol, Esq.
                  Cohen & Krol
                  105 West Madison Street, Suite 1100
                  Chicago, IL 60602
                  Tel: 312-368-0300
                  Fax: 312-368-4559

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Cook County Collector         Real estate taxes          Unknown
118 North Clark
Room 314
Chicago, IL 60602


BAKER ENTERPRISES: Case Summary & 27 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Baker Enterprises, Inc.
        4968 Underwood Avenue
        Baton Rouge, Louisiana 70805

Bankruptcy Case No.: 05-0775

Chapter 11 Petition Date: March 16, 2005

Court: Middle District of Louisiana

Judge: Douglas D. Dodd

Debtor's Counsel: Martin A. Schott, Esq.
                  7922-B Wrenwood Boulevard
                  Baton Rouge, Louisiana 70809
                  Tel: (225) 928-9292

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 27 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Loretta Haydel                                          $152,000
38020 Seven Oaks
Prairieville, LA 70769

Jimmy McGraw                                             $21,467
13012 Justice Blvd
Baton Rouge, LA 70816

Jenny Baker (wife)                                       $20,000
c/o 4968 Underwood Avenue
Baton Rouge, LA 70805

Triche & Associates                                      $17,906

Dell                          Value of Security:         $16,690
                              $8,000

Wooddale Glass                                           $12,845
c/o David Dawson, Esq.

Lamar Advertising                                         $9,500

Brekeen & Son's Flooring                                  $8,598

Hancock Bank                                              $8,444

Bailey's Lumber & Supply Co                               $7,874
c/o Sharon Kyle, Esq.

CIT Technology Financing                                  $6,600
c/o Dynamin Recovery
Services

Office Depot                                              $6,586

Lexington General Agency                                  $6,032

Great America Leasing Company                             $5,368
c/o Q Collection, Inc.

Gray Bar                      Value of Security:          $5,368
                              $3,000

Home Depot                                                $4,596
c/o PRO Consulting
Services, Inc.

American Business Systems                                 $3,388

Wells Fargo Financial Leasing                             $3,500

Climate Control                                           $3,345

CIT Technology Financing                                  $3,000
c/o Dynamic Recovery Services

Lowes                                                     $2,893
c/o Universal Fidelity Corp.

Harrison Paint Co.                                        $2,613

Dorothy Baker (mother)                                    $2,500
c/o 4968 Underwood Avenue

Stanton's Ace Appliances                                  $1,718
c/o Mac Achee, Esq.

Nextel                                                    $1,823
c/o Diversified Consultants

Capital City Glass                                          $699

Federal Express                                             $592
c/o Worthington, Moore & Jacobs


BANC OF AMERICA: S&P Holds Low-B Rating on 12 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
publicly rated classes of mortgage pass-through certificates from
three series issued by Banc of America Funding Trust and Banc of
America Funding Corp.  At the same time, ratings are affirmed on
123 other classes from eight Banc of America Funding
securitizations.  Concurrently, ratings are affirmed on 66 classes
from four Banc of America Alternative Loan Trust transactions.

The raised ratings reflect:

     (1) credit support percentages that have increased to at
         least 2.05x the loss coverage levels associated with the
         new ratings on the upgraded issues;

     (2) excellent collateral pool performance, as demonstrated by
         low cumulative losses of no more than 3 basis points;

     (3) a shifting interest structure that has been influenced by
         significant principal prepayments, as evidenced by a
         12-month constant prepayment rate averaging 45.13%;

     (4) remaining collateral balances that are less than half
         their original sizes; and

     (5) at least two years of mortgage seasoning.

As of the February 2005 remittance date, the mortgage pools
backing the certificates with raised ratings had serious
delinquencies (90-plus days, foreclosure, and REO) of 4.35%,
0.22%, and 0.55% for series 2002-1, 2002-2, and 2003-1,
respectively.

The affirmations for the Banc of America Funding transactions are
based on current credit enhancement percentages that are
sufficient to support the certificates at their current ratings.
Serious delinquencies ranged between 0.00% (for three series) and
0.22% (for series 2004-2). Furthermore, the mortgage pools backing
the certificates with affirmed ratings experienced no realized
losses.

The affirmations for the Banc of America Alternative Loan Trust
transactions reflect credit support percentages that are
sufficient to support the current ratings.  These transactions
have also experienced excellent collateral performance with low
delinquencies and no realized losses.

Credit support for the transactions is provided by subordination.
The underlying collateral backing the certificates consists of
fixed rate, first-lien mortgage loans secured by one- to four-
family residential properties.

                           Ratings Raised

                       Banc of America Funding
                 Mortgage pass-through certificates

                                      Rating
                  Series    Class   To      From
                  ------    -----   --      ----
                  2002-1    B-1     AAA     AA+
                  2002-1    B-2     AAA     A+
                  2002-1    B-3     AA+     BBB
                  2002-2    B-1     AA+     AA
                  2002-2    B-2     AA-     A
                  2002-2    B-3     A-      BBB
                  2003-1    B-1     AAA     AA
                  2003-1    B-2     AAA     A
                  2003-1    B-3     AA      BBB
                  2003-1    B-4     A       BB
                  2003-1    B-5     BB      B


                           Ratings Affirmed

                       Banc of America Funding
                 Mortgage pass-through certificates

   Series    Class                                      Rating
   ------    -----                                      ------
   2000-1    1A-12,1A-WIO,2A-2,2A-WIO                   AAA
   2002-1    A-1,A-5,A-WIO,A-PO                         AAA
   2002-2    A-2,A-3,A-4,A-5,A-WIO,A-PO                 AAA
   2003-1    A-1,A-WIO,A-PO                             AAA
   2003-2    1-A-1,1-A-WIO,2-A-1,2-A-WIO,A-PO           AAA
   2003-3    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7  AAA
   2003-3    1-A-8,1-A-9,1-A-10,1-A-11,1-A-12,1-A-13    AAA
   2003-3    1-A-14,1-A-15,1-A-16,1-A-17,1-A-18,1-A-19  AAA
   2003-3    1-A-20,1-A-21,1-A-22,1-A-23,1-A-24,1-A-25  AAA
   2003-3    1-A-26,1-A-27,1-A-28,1-A-29,1-A-30,1-A-31  AAA
   2003-3    1-A-32,1-A-33,1-A-34,1-A-35,1-A-36,1-A-37  AAA
   2003-3    1-A-38,1-A-39,1-A-40,1-A-41,1-A-42,1-A-43  AAA
   2003-3    1-A-44,1-A-WIO,2-A-1,2-A-2,2-A-WIO,A-PO    AAA
   2003-3    B-1                                        AA
   2003-3    B-2                                        A
   2003-3    B-3                                        BBB
   2003-3    B-4                                        BB
   2003-3    B-5                                        B
   2004-2    1-CB-1,1-CB-IO,1-CB-P,2-A-1,2-A-IO         AAA
   2004-2    3-A-1,3-A-2,3-A-3,3-A-4,3-A-5              AAA
   2004-2    3-A-6,3-A-7,3-A-8,3-A-9,3-A-10,3-A-11      AAA
   2004-2    3-A-12,3-A-13,3-A-14,3-A-15,3-A-16,3-A-17  AAA
   2004-2    3-A-IO,30-PO                               AAA
   2004-2    1-B-1,3-B-1                                AA
   2004-2    1-B-2,3-B-2                                A
   2004-2    I-B-3,3-B-3                                BBB
   2004-2    1-B-4,3-B-4                                BB
   2004-2    I-B-5,3-B-5                                B
   2004-A    1-A-1,1-A-2,1-A-3,1-A-4,2-A-1,3-A-1,4-A-1  AAA
   2004-A    5-A-1                                      AAA
   2004-A    B-1                                        AA
   2004-A    B-2                                        A
   2004-A    B-3                                        BBB
   2004-A    B-4                                        BB
   2004-A    B-5                                        B

                        Ratings Affirmed

               Banc of America Alternative Loan Trust
                 Mortgage pass-through certificates

   Series    Class                                      Rating
   ------    -----                                      ------
   2003-1    A-1,A-2,A-3,A-4,A-5,A-6,A-WIO,A-PO         AAA
   2003-1    B-1                                        AA
   2003-1    B-2                                        A
   2003-1    B-3                                        BBB
   2003-2    CB-1,CB-2,CB-3,CB-4,CB-5,CB-6,CB-7,CB-WIO  AAA
   2003-2    NC-1,NC-2,NC-3,NC-4,NC-5,NC-WIO,PO         AAA
   2003-2    B-1                                        AA
   2003-2    B-2                                        A
   2003-2    B-3                                        BBB
   2003-2    B-4                                        BB
   2003-2    B-5                                        B
   2004-4    1-A-1,2-A-1,3-A-1,CB-IO,4-A-1,4-A-2        AAA
   2004-4    4-A-3,4-A-4,4-A-5,4-IO,30-B-IO             AAA
   2004-4    30-B-1                                     AA
   2004-4    30-B-2                                     A
   2004-4    30-B-3                                     BBB
   2004-4    30-B-4                                     BB
   2004-4    30-B-5                                     B+
   2004-7    1-A-1,2-A-1,2-A-2,CB-IO,3-A-1,3-A-2        AAA
   2004-7    3-A-3,3-A-4,3-IO,X-PO,4-A-1,5-A-1          AAA
   2004-7    15-PO,15-IO                                AAA
   2004-7    30-B-1                                     AA
   2004-7    30-B-2                                     A
   2004-7    30-B-3                                     BBB
   2004-7    30-B-4                                     BB
   2004-7    30-B-5                                     B


BEARINGPOINT INC: Weak Controls Prompt Moody's to Slice Ratings
---------------------------------------------------------------
Moody's Investors Service lowered the ratings for BearingPoint,
Inc. (senior implied at Ba2).  The outlook is negative.  The
rating action follows the company's announcement of a significant
delay in filing its 2004 Form 10-K related to likely material
weaknesses in its internal control and financial reporting,
probable adjustments to prior period reported results and probable
impairment of goodwill for the European, Middle East and Africa
business segment.

Ratings lowered include:

   * Senior Implied Rating to Ba2 from Ba1

   * Interim senior secured credit facility to Ba1 from Baa3

   * Senior unsecured Issuer Rating to Ba3 from Ba2

   * Series A and Series B convertible subordinated debentures to
     B1 from Ba3

   * Shelf registration for senior unsecured, subordinated, and
     preferred stock to (P)Ba3, (P)B1 and (P)B2, respectively

The rating action reflects heightened uncertainty of the company's
ability to manage its global operations effectively through
adequate internal controls and financial reporting processes. The
action also considers Moody's expectation for a prolonged
timeframe for improving profitability and management of its cost
structure and business practices.  The company expects to record a
loss for the fourth quarter of 2004 and possibly for the entire
year.

In 2003, the company had a net loss of $151 million.  The company
may be required to restate prior period results due to inaccurate
revenue recognition by a foreign operation and charges associated
with client engagements based on detailed reviews of current
contracts.

The negative outlook considers the near term challenges
BearingPoint faces with respect to:

   (i) the sufficiency of its internal controls, financial
       policies and financial reporting;

   (ii) amendments to and reductions in the size of its interim
        credit facility;

   (iii) achievement of adequate sustained profitability and

   (iv) limited improvement in the operational and financial
        performance of its international businesses.

Ratings could be subject to further downward action to the extent
the company faces constriction of liquidity as a result of its
delayed filing or if it is not able to make meaningful progress in
improving its operations and internal controls.

Stabilization of the negative outlook will depend on the progress
the company makes in improving internal controls and management of
its global businesses, maintaining revenue growth across its
business segments, attaining sustainable profitability and cash
flow generation, and its ability to retain sufficient internal and
external liquidity.

BearingPoint has experienced difficulty in managing its global
operations in addition to controlling growth in direct contract
costs and selling, general and administrative expenses.
Underperforming contracts and cancellations as well as contract
award disputes have also highlighted overall concerns for the
company to manage its global portfolio of businesses.  Outstanding
receivables and unbilled revenue have reached elevated levels, as
weak collection practices and a conversion of its internal billing
systems have expanded working capital requirements.

The company recently amended its interim senior secured credit
facility to allow an impairment charge of up to $230 million
without impact to its potential covenant compliance, while
reducing creditor commitments to $300 million from $400 million
previously.  Cash available for direct borrowings by the company
remains at $150 million.  The credit facility was amended to
extend the deadline for receiving 2004 audited financial
statements until April 29, 2005.

BearingPoint, Inc., headquartered in McLean, Virginia, is a global
business consulting, systems integration and managed services
firms serving government and commercial clients with revenue of
$3.2 billion in 2003.


CATHOLIC CHURCH: Spokane Can Maintain Existing Bank Accounts
------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Dec. 23, 2004, the Diocese of Spokane asked Judge Williams for
authority to maintain and continue to use its Existing Accounts in
the names and with the account numbers existing immediately before
the Petition Date.  Spokane reserves the right, however, to close
certain of the Existing Accounts and open new DIP accounts as may
be necessary to facilitate it's Reorganization Case and
operations, on notice to the U.S. Trustee.

The Spokane Diocese believes that all parties-in-interest,
including employees, trade vendors, and most important, the
parishioners of the thirteen counties within the Diocese of
Spokane, will be best served by preserving operational continuity
and avoiding the disruption and delay to payroll and to the
Diocese's financial activities that would necessarily result from
closing the Diocese's existing bank accounts and the opening of
new accounts.

The Diocese also sought permission to deposit funds in and
withdraw funds from any accounts by all usual means, including,
but not limited to items like checks, wire transfers, automated
clearinghouse transfers, electronic funds transfers and other
debits, and to treat the Existing Accounts for all purposes as
DIP accounts.

Judge Williams authorizes, on an interim basis, the Diocese of
Spokane and the Parishes to maintain their existing bank accounts.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CATHOLIC CHURCH: Court Approves Spokane's Interim Fee Procedure
---------------------------------------------------------------
Judge Williams approves the Diocese of Spokane's proposed
procedure for awarding interim compensation and reimbursement of
expenses to all Professionals.

As previously reported in the Troubled Company Reporter on
Dec. 23, 2004, the Diocese of Spokane sought to establish a
procedure for paying and monitoring the interim compensation due
from the estate on a monthly basis.  By reviewing the amounts
requested on a monthly basis rather than every 120 days, Spokane
believes that it, the United States Trustee, and creditors and
other parties-in-interest will be in a better position to monitor
and control the costs and fees of estate professionals on a
current basis.

The Diocese also noted that the various Professionals already have
devoted and will be required to devote substantial time, effort,
money, and expense to its case.  The absence of a procedure
permitting payment of interim compensation on a monthly basis may
cause undue financial burdens on the Professionals, unfairly
compel the retained Professionals to finance the Chapter 11 case,
or discourage other Professionals, whose services Spokane might
require, from accepting or continuing employment in this case.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CENTURY/ML: Wants Until June 30 to File a Plan of Reorganization
----------------------------------------------------------------
Century/ML Cable Venture, ML Media Partners LP and Century
Communications Corp. ask the U.S. Bankruptcy Court for the
Southern District of New York to further extend the exclusive
periods in which they may:

    a. file a plan of reorganization, through June 30, 2005; and

    b. solicit and obtain plan acceptances, through August 23,
       2005.

The United States Trustee has no objection to the proposed
extension.

As reported in the Troubled Company Reporter on Aug. 5, 2004,
Century Communications Corporation sought and obtained the
Bankruptcy Court's authority to employ Lazard Freres & Co., LLC,
as its sole investment banker to provide general restructuring
advice in connection with a possible sale of Century/ML Cable
Venture or any Century/ML interest or subsidiary division.

Specifically, Lazard:

    -- assists Century Communications in identifying and
       evaluating candidates for a potential Century/ML sale
       transaction;

    -- advises Century Communications in connection with
       negotiations; and

    -- assists in the consummation of the Century/ML Transaction.

The Century/ML Transaction may take the form of a merger or a sale
of assets or equity securities or other interests.

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

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


COGENTRIX DELAWARE: Moody's Holds Ba2 Rating on $246M Facility
--------------------------------------------------------------
Moody's Investors Service has confirmed the Ba2 rating for
$246 million of senior secured credit facilities of Cogentrix
Delaware Holdings, Inc.  This rating action completes a review for
possible upgrade.  CDHI's rating outlook is stable, reflecting the
predictability of its cash flow that is derived from activities
under long-term contracts.

Separately, Moody's has assigned a Ba2 rating to the proposed $700
million senior secured credit facilities of CDHI.  Proceeds from
the new credit facilities will be used to repay an affiliate
acquisition bridge loan, to replace the existing bank credit
facilities, and to provide liquidity support.  The new secured
credit facilities are expected to be structured as a $650 million
seven-year term loan and a $50 million five-year revolving credit
facility. The rating outlook for CDHI is stable.

CDHI is a direct wholly owned subsidiary of Cogentrix Energy, Inc.
CEI is wholly owned by The Goldman Sachs Group, Inc (Goldman
Sachs: Aa3 senior unsecured).

Proceeds from the bridge loan were used to fund the acquisition of
equity interests in eleven power plants, an equity interest in a
natural gas pipeline and related assets from National Energy & Gas
Transmission, Inc. (the IPP portfolio).  The acquisition was
completed on January 31, 2005.

Nine of the eleven power plants in the IPP portfolio overlap with
CDHI's existing portfolio and the increased ownership position
will provide the company with effective managerial control over
the day-to-day operations of the majority of the plants in its
portfolio.

The Ba2 rating considers the size and stability of cash flows
derived from a diverse portfolio of generating assets operating
under long-term contracts with creditworthy utility
counterparties.

The rating also reflects expected sizeable debt reductions in the
near-term, operational efficiencies resulting from an increase in
managerial control, and benefits associated with its ownership by
a highly rated entity.

The rating however also considers CDHI's high balance sheet
leverage and structural subordination to approximately $4 billion
(gross) of non-recourse project debt.

The rating considers the payment guarantee provided by Goldman
Sachs for approximately $355 million of CEI senior notes due
October 2008, but assumes that the notes will be refinanced at
maturity without support from Goldman Sachs.  These senior notes
constitute all of the debt obligations of CEI.

The Ba2 senior secured rating also takes into account that the
credit facilities are secured mainly by the stock of subsidiaries
rather than by liens on physical assets.  The credit facilities
benefit from a covenant package that includes restrictions on
additional borrowings and distributions and requires prepayment
with proceeds from asset sales and asset monetization, subject to
certain exceptions.  Financial covenants include a maximum
leverage ratio and minimum cash flow coverage.

CEI is headquartered in Charlotte, North Carolina.


COLLINS & AIKMAN: Weak Liquidity Prompts Moody's to Slice Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded all debt and corporate
ratings for Collins & Aikman Products Co. by two notches.  Moody's
additionally downgraded C&A's speculative grade liquidity rating
to SGL-4, which indicates our assessment that the company now has
weak liquidity.  Moody's outlook after incorporating these rating
changes is negative.

These specific rating actions were taken:

   1. Downgrade to Caa2, from B3, of the rating for C&A's
      $415 million of 12.875% guaranteed senior subordinated notes
      due August 2012;

   2. Downgrade to B3, from B1, of the ratings for C&A's $675
      million of guaranteed senior secured credit facilities,
      consisting of:

      - $105 million revolving credit facility due August 2009;

      - $170 million supplemental deposit-linked revolving credit
        facility due August 2009;

      - $400 million term loan B due August 2011;

   3. Downgrade to Caa1, from B2, of the rating for C&A's
      $500 million of 10.75% guaranteed senior unsecured notes
      due December 2011;

   4. Downgrade to B3, from B1, of C&A's senior implied rating;

   5. Downgrade to Caa1, from B2, of C&A's senior unsecured issuer
      rating;

   6. Downgrade to SGL-4, from SGL-3, of C&A's speculative grade
      liquidity rating.

The rating downgrades reflect that a series of challenging
industry and company-specific developments are driving meaningful
deterioration in C&A's near-to-intermediate-term revenues,
margins, and liquidity.  Despite the fact that C&A refinanced a
substantial portion of its debt facilities during August 2004,
extended the maturity of its $250 million accounts receivable
securitization agreement to March 2006 with higher advance rates,
and still receives meaningful accounts receivable support from at
least two original equipment manufacturers, the company
experienced unused effective liquidity levels to $85 million or
below during January 2005 and additionally plans to seek financial
covenant amendments to its recently-executed credit agreement.

Moody's downgrade of C&A's speculative grade liquidity rating to
SGL-4, from SGL-3, furthermore acknowledges Moody's perception of
increased risk of deterioration of OEM trade terms, and/or access
to uncommitted lines of credit globally and the fact that the
company believes it must seek bank covenant amendments.

Despite C&A's realization of meaningful improvement over the past
year in plant-by-plant performance, the company's cash flow
generation remains significantly challenged.  This is primarily
attributable to weakening North American light vehicle production
levels (particularly with regard to higher-margin SUV's), delayed
program launches, rising raw materials costs for resins and
certain other commodities, continued pressure from customers to
grant price-downs which cannot be fully offset, delayed tooling
reimbursements, increased working capital requirements,
substantial up-front investment requirements to support a high
volume of future program launches, and residual restructuring
expenses.

C&A has notably determined that it is appropriate to recognize an
impairment charge of approximately $500 million, which will reduce
US and Mexico Plastics' goodwill by approximately $325 million and
Global Fabrics' goodwill by approximately $175 million.
Substantially all of the goodwill booked upon the acquisition of
the TacTrim division from Textron Inc. will be thereby eliminated.

C&A will also write down the level of net deferred assets by $175
million.  Corresponding with these writedowns of certain
acquisition values, C&A furthermore announced that Textron Inc.
has agreed to sell at least 60% of its PIK preferred stock in C&A
to the company's equity sponsor Heartland Industrial Partners at a
substantial discount.  While Moody's would have preferred to see
the equity sponsor announce plans for a direct incremental cash
investment into C&A, the sponsor's commitment to invest at least
$25 million of additional cash into the company appears to be a
vote of confidence that brings its total cash investment in C&A
above $360 million.

C&A additionally announced that it would not file its 2004 annual
report on time in order to be able to complete its review of the
accounting treatment that the company historically applied for
supplier rebates, but which is now believed to have led to
premature or inappropriate revenue recognition.

While actual cash flows were not misstated, the company expects
that it will have to reduce previously reported operating income
for the nine months ended September 30, 2004 by $10-$12 million.
C&A and its auditors also desire to complete the company's first-
time assessment of internal controls over financial reporting
under Section 404 of the Sarbanes-Oxley Act before concluding the
audit process.  The company has communicated to the market its
preliminary conclusion that certain material weaknesses existed at
December 31, 2004. C&A is already implementing remediation steps
for significant deficiencies identified to this point.

In its favor, C&A continues to win a steady pace of new business
awards, which totaled over $880 million during 2004.  The company
has weathered its semiannual interest payments on its notes along
with the many other demands for cash during the first two months
of 2005, and management believes that C&A will now steadily
generate positive cash flows for the balance of the fiscal period.
C&A has stated that replacement funding for the nearly $60 million
in fast pay funding for NAFTA Ford and Chrysler accounts that was
eliminated since mid-Q4 2004 has been successfully arranged
through a combination of direct customer initiatives to accelerate
terms and through an improved advance rate from the domestic
accounts receivable securitization facility.  The company's
efforts to insource additional components, enhance material
utilization, negotiate a degree of recovery from customers and
suppliers for increased commodity costs, and improve production
efficiencies are gaining traction.

Future events that would be likely to drive further ratings
downgrades for C&A include further declines in liquidity or even a
failure to improve liquidity, an inability to obtain amendments to
the company's financial covenant requirements, and an inability to
generate at least break-even free cash flow during 2005.

Future events that have potential to drive improvements in C&A's
ratings and outlook include positive operating cash flow
generation applied to debt reduction and liquidity enhancement, an
incremental offering of common equity, steadily rising liquidity
and cash interest coverage, and improved diversification of the
company's customer base and geographic base of revenues.

Collins & Aikman Corporation, headquartered in Troy, Michigan, is
a leading designer, engineer, and manufacturer of automotive
interior components, including instrument panels; fully assembled
cockpit modules; floor and acoustic systems; automotive fabric;
interior trim; and convertible top systems.

The company has content on approximately 89% of all North American
light vehicle platforms. Collins & Aikman's common stock is
publicly listed on the NYSE, but is thinly traded given that the
majority of shares are owned by insiders.

Annual revenues currently approximate $4 billion.


CONE MILLS: Has Until April 18 to File Notices of Removal
---------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended the period within which Cone Mills
Corporation and its debtor-affiliates can remove related
proceedings under Bankruptcy Rules 9027(a)(2) and (a)(3).  Judge
Walrath gave the Debtors until April 18, 2005, or until 30 days
after the entry of an order terminating the automatic stay with
respect to the particular action sought to be removed.

The Debtors explain that since their bankruptcy filing, their
time, effort and resources have been focused on completing the
sale of substantially all of their assets, the claims
reconciliation process, and finalizing their Amended Plan of
Reorganization, of which they are presently soliciting acceptances
from their creditors.

The Debtors are parties to various Actions currently pending in
different State and Federal tribunals, and the postpetition
activities the Debtors had to prioritize did not give them
adequate time to fully investigate and evaluate all the Actions
and determine whether removal is appropriate for all those
Actions.

Headquartered in Greensboro, North Carolina, Cone Mills Corp. --
http://www.cone.com-- is one of the leading denim manufacturers
in North America and also produces fabrics and operates a
commission finishing business.  The Company and its debtor-
affiliates filed for chapter 11 protection on September 24, 2003
(Bankr. Del. Case No. 03-12944).  Cone Mills filed a Chapter 11
Liquidation Plan following a sale of substantially all of the
company's assets to WL Ross & Co. in March 2004, for $46 million
plus assumption of certain liabilities.  WL Ross, in turn, merged
Cone Mills' assets with Burlington Industries' assets to form
International Textile Group.  Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor represents the Debtors.  When the
Company filed for protection from its creditors, it listed
$318,262,000 in total assets and $224,809,000 in total debts.


DINASTIA L.P.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Dinastia, L.P.
             402 West Calton Road
             Laredo, Texas 78041

Bankruptcy Case No.: 05-33650

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
Dinastia International Corp.                     05-33651
Dinamex, Inc.                                    05-33652
Patal Investments, L.P.                          05-33653

Type of Business: The Debtor sells, repairs and maintains
                  computers and equipment.

Chapter 11 Petition Date: March 10, 2005

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Christopher Donald Johnson, Esq.
                  Erin E. Jones, Esq.
                  Kyung Shik Lee, Esq.
                  Stephen Douglas Statham, Esq.
                  Diamond McCarthy Taylor and Finley
                  909 Fannin, Suite 1500
                  Houston, TX 77010
                  Tel: 713-330-5100
                  Fax: 713-330-5195

                      Estimated Assets:         Estimated Debts:
Dinastia, L.P.:       $1M to $10M                   $10M to $50M
Dinastia Int'l Corp.: $1M to $10M                   $10M to $50M
Dinamex, Inc.:        $50,000 to $100,000           $10M to $50M
Patal                 $10M to $50M                  $10M to $50M
Investments, L.P.

Dinastia, L.P.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Int'l Finance Corp.           Guaranty of loan       $10,000,000
2121 Pennsylvania Ave.,
North West
Washington, D.C. 20433

Aopen                         Trade payable             $814,420
1911 Lundy Ave.
San Jose, CA 95131

I.E.T. Texas Inc.             Trade payable             $747,739
10631 Harwin Drive,
Suite 618
Houston TX 77036

Biostar Microtech Int'l Corp. Trade payable             $720,962

All Components                Trade payable             $558,054

Athenatech U.S.A. Inc.        Trade payable             $543,070

Swissbit                      Trade payable             $512,647

First International Computer  Trade payable             $494,668

Max Group Corporation         Trade payable             $465,851

Kingston Technology           Trade payable             $456,448

Avus                          Trade payable             $433,933

Avnet Applied Center          Trade payable             $370,325

BMA Industrial, Inc.          Trade payable             $347,001

Logitech                      Trade payable             $332,499

BML Industrial, Inc.          Trade payable             $297,881

Linkworld Electronic Corp.    Trade payable             $295,563

Envision Peripherals          Trade payable             $270,047

Soyo, Inc.                    Trade payable             $248,415

Casedge/Foxconn               Trade payable             $211,832

International Bank            Promissory note           $200,087
of Commerce

Dinastia Int'l Corp.'s 20 Largest Unsecured Creditors:

Entity                       Nature of Claim        Claim Amount
------                       ---------------        ------------
International Finance Corp.  Guaranty of loan        $10,000,000
2121 Pennsylvania Ave., N.W.
Washington, D.C. 20433

BMA Industrial, Inc.         Trade payable              $105,308
18343 E. Gale Avenue
City of Industry, CA 91748

Leasefin/GE Capital          Equipment lease             $27,272
P.O. Box 676010
Dallas, TX 75287

IC Intracom USA, Inc.        Trade payable               $16,935

NTFC                         Equipment lease              $3,010

Garza Martinez & Co. PLLC    Professional services        $2,875

Citi-Corp Delaware           Equipment lease              $2,006

KVTV                         Trade payable                $1,650

Telecheck Equipment          Equipment lease              $1,617

South Texas Neon             Trade payable                $1,262

Fortis Benefits              Trade payable                  $517

SBC                          Trade payable                  $297

SM Bell Yellow Pages         Trade payable                  $245

Culligan                     Trade payable                  $159

Associated Publishing        Trade payable                  $133

Unline Shipping Supply       Trade payable                  $120

Pure Spring Water            Trade payable                  $107

Exxon                        Trade payable                   $78

Executive Office Supply      Trade payable                   $29

Laredo Examiners             Trade payable               Unknown

Dinamex, Inc.'s 2 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
International Finance Corp.   Guaranty of loan       $10,000,000
2121 Pennsylvania Ave., N.W.
Washington, D.C. 20433

Garza Martinez & Co. PLLC     Professional service        $9,115
P.O. Box 2664
Laredo, TX 78044

Patal Investment L.P.'s 9 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
International Finance Corp.   Guaranty of loan       $10,000,000
2121 Pennsylvania Ave., N.W.
Washington, D.C. 20433

Garza Martinez & Co. PLLC     Professional service        $6,801
P.O. Box 2664
Laredo, TX 78044

Clarity Bank                  Equipment lease             $3,399
P.O. Box 790448
St. Louis, MO 63179

Michael Dickerson             Trade payable                $450

Laredo Morning Times          Trade payable                $256

SBC                           Trade payable                 $73

Gentry's                      Trade payable                 $40

Alvarez & Co.                 Trade payable             Unknown

Time Warner                   Trade payable             Unknown


EMISPHERE TECH: PwC Expresses Going Concern Doubt in Annual Report
------------------------------------------------------------------
Emisphere Technologies, Inc.'s (Nasdaq: EMIS) auditors,
PriceWaterhouseCoopers LLP, raised a going-concern uncertainty in
Emisphere Technologies' 2004 financial statements included in the
Company's Form 10-K filed with the U.S. Securities and Exchange
Commission on March 11, 2005.

At Dec. 31, 2004, the Company reported a $333 million accumulated
deficit.  For the year ended Dec. 31, 2004, the Company reported
$37.5 million of net loss, compared to a $44.9 million net loss in
2003.  The Company's stockholders' equity decreased from
$67.5 million as of Dec. 31, 2002, to an $11.3 million deficit at
Dec. 31, 2004.  Emisphere made substantial debt payments to Elan
and have commitments to make additional payments during 2005.  The
Company said it has limited capital resources and operations to
date have been funded with the proceeds from collaborative
research agreements, public and private equity and debt financings
and income earned on investments.

"We anticipate that our existing capital resources, without
implementing cost reductions, raising additional capital, or
obtaining substantial cash inflows from potential partners for our
products, will enable us to continue operations through the end of
the second quarter of 2005," the Company said in its regulatory
filing.  "Should we be unable to raise needed capital by April
2005, we have developed a plan whereby we would significantly
decrease operating costs by reducing our workforce and scaling
back research and development efforts.  These decreases would
allow us to continue to operate through December 31, 2005.
However, if these restructuring efforts are not sufficient due to
unanticipated costs and expenses, we may be required to
discontinue, shutdown, or cease operations."

                        About the Company

Emisphere Technologies, Inc. -- http://www.emisphere.com/-- is a
biopharmaceutical company pioneering the oral delivery of
otherwise injectable drugs.  Emisphere's business strategy is to
develop oral forms of injectable drugs, either alone or with
corporate partners, by applying its proprietary eligen(R)
technology to those drugs or licensing its eligen(R) technology to
partners who typically apply it directly to their marketed drugs.
Emisphere's eligen(R) technology has enabled the oral delivery of
proteins, peptides, macromolecules and charged organics.
Emisphere and its partners have advanced oral formulations or
prototypes of salmon calcitonin, heparin, insulin, parathyroid
hormone, human growth hormone and cromolyn sodium into clinical
trials.  Emisphere has strategic alliances with world-leading
pharmaceutical companies.


ENERSYS: S&P Reviews Low-B Ratings & May Cut After Fiamm Buy-Out
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Reading,
Pa.-based EnerSys to negative from stable because of the impact on
credit measures from the pending acquisition of Italy-based
unrated Fiamm SpA's motive power business.  At the same time,
Standard & Poor's affirmed its 'BB' corporate credit rating on
EnerSys, and the 'BB' senior secured rating of subsidiary, EnerSys
Capital Inc.  Outstanding debt at Jan. 2, 2005, totaled about
$375 million for the Reading, Pa.-based company.

The Fiamm motive power business had revenues of around $90 million
in 2004.  The debt-financed acquisition is expected to leave
little room for additional acquisitions or significant adverse
lead costs in fiscal year ending March 2006.

"The purchase will likely result in measures that are on the weak
end of our expectations," said Standard & Poor's credit analyst
Natalia Bruslanova.  "Still, the purchase appears to make
strategic sense, bolstering EnerSys' market share in European
motive power.  If credit measures weaken beyond those anticipated
for the rating on a sustained basis over the next two years,
ratings could be lowered.  The outlook could be revised to stable
if the strategic benefits from the acquisition gain traction
-- bolstering earnings and cash generation -- and if lead price
recovery is successful."

EnerSys competes in the industrial battery market, which includes
a balanced proportion of both reserve power (telecom and computer
back-up, aerospace and defense applications) and motive power
(primarily electric forklifts) batteries, with leading global
market shares of roughly 20% and 28% in each, respectively.  After
two years of declining demand among EnerSys' core customers in
electric industrial forklift trucks and wireless telecom, global
demand is strengthening and is expected to improve over the
intermediate term.

As the company seeks to expand in the faster-growing Asian and
Central/Eastern European markets, broaden its product offering to
the aerospace and defense sector, and acquire non-lead acid
technologies, acquisitions remain a possibility.


FIBERMARK: Scraps Chapter 11 Plan & Goes Back to Drawing Board
--------------------------------------------------------------
FiberMark, Inc. (OTCBB: FMKIQ) withdrew its current Plan of
Reorganization because, the Company says, its three largest
bondholders, also members of the Creditors Committee, remain
unable to resolve disputes among themselves relating to corporate
governance and control issues involving the reorganized company.
Despite the company's ongoing efforts to facilitate agreement on
these normally routine Plan implementation matters, the
bondholders again missed a Court deadline to take the actions
necessary to permit confirmation of the Plan.  Although the Plan
submitted to creditors for approval in December was unanimously
supported by the Creditors Committee, the three bondholder members
of the Creditors Committee subsequently voted against the Plan due
to intercreditor disagreements.  Without the bondholders'
resolution of these issues, their votes in favor of the Plan and
the Creditors Committee approval of corporate governance and other
implementation documents, the company cannot proceed with
confirmation of its current Plan.

As a result, in an effort to move the chapter 11 process forward,
FiberMark filed motions Tuesday in the U.S. Bankruptcy Court for
the District of Vermont, to expedite resolution of claims trading
issues raised by certain bondholders and safeguard estate
resources relative to the intercreditor dispute, as well as to
reinstate the exclusivity period so that the company can formulate
a new Plan of Reorganization that it believes could be confirmed.

Alex Kwader, chairman and chief executive officer of FiberMark,
said: "This bondholder dispute has been extremely frustrating for
us, particularly given the unanimous support for the Plan that we
had received last December from the Creditors Committee, of which
the three bondholders were members.  In any case, we must move
this stalled process forward, and today FiberMark has taken
important steps in this regard.  Going forward, building upon the
significant progress made in developing the Plan that was filed in
December, we will submit a new Plan that we hope will enable us to
move quickly toward Plan confirmation.  Although the delay is
frustrating, we fortunately have more than adequate cash flow and
access to working capital through our DIP facility in North
America and in Germany through our revolving credit facility.
Accordingly, we expect to continue meeting the needs-including
fully meeting all post-petition obligations-of our customers and
vendors and we appreciate their ongoing support."

While a number of variables will influence the timing of
completion of the chapter 11 process, the company currently
estimates that emergence could be delayed by six months.  The
company will file a new Plan of Reorganization as soon as
practicable.

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


FIRST REPUBLIC: Completes $50 Million Preferred Stock Offering
--------------------------------------------------------------
First Republic Bank (NYSE: FRC) closed its offering of 2,000,000
depositary shares, each representing 1/40th of a 6.25%
Noncumulative Perpetual Series B Preferred Share, for gross
proceeds of $50,000,000.

The depositary shares have a $25 per share liquidation preference
and pay noncumulative quarterly dividends at an annual rate of
6.25%.  The depositary shares will be listed on the New York Stock
Exchange under the symbol "FRC- PrB."

HSBC Securities (USA) Inc. was the sole manager of the offering.
Copies of the offering circular relating to this offering can be
obtained from HSBC.  Neither the depositary shares nor the Series
B Preferred Shares were required to be registered under the
Securities Act of 1933, as amended, or any state securities laws,
and were offered pursuant to an exemption from registration under
Section 3(a)(2) of that act.  This press release does not
constitute an offer or solicitation.

                  About First Republic Bank

First Republic Bank -- http://www.firstrepublic.com/-- is an
NYSE-traded commercial bank and wealth management firm.  The Bank
specializes in providing personalized, relationship-based wealth
management services, including private banking, investment
management, trust, brokerage, and real estate lending.  As of
December 31, 2004, the Bank had total banking and other assets
under management and administration of $24.7 billion.  First
Republic provides its services online and through branch offices
in seven major metropolitan areas: San Francisco, Los Angeles,
Newport Beach, San Diego, Santa Barbara, Las Vegas and New York
City.

                          *     *     *

Standard & Poor's Ratings Services rates First Republic's 7-3/4%
Notes due Sept. 15, 2012, at BB+.


FRESH CHOICE: Asks Court to Bless Workers' Compensation L/C Deal
----------------------------------------------------------------
Fresh Choice, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California for permission to collateralize a
new letter of credit to secure repayment of postpetition workers'
compensation obligations and pay some fees to the bank
underwriting some existing letters of credit securing repayment of
prepetition workers' compensation obligations.

Fresh Choice reminds Judge Weissbrodt that it employs 1,600
workers in its 39 restaurants in California, Texas and Washington.
The Debtor stresses that it is statutorily required to maintain
workers' compensation insurance in order to continue its
operations in these three states.

Two prepetition letters of credit -- one for $950,000 for the
benefit of Safety National Casualty Corporation and another for
$1,372,000 for the benefit of United States Fire Insurance --
issued by Mid-Peninsula Bank secure repayment of Fresh Choice's
prepetition workers' compensation obligations.  Those two Letters
of Credit were issued under the Debtor's Revolving Credit Line and
fully collateralized by cash deposits.  Fresh Choice is obligated
to reimburse the Bank for any draws on those Existing Letters of
Credit.  The Debtor wants to keep them in place for another year
in exchange for a $41,500 fee.  To secure payment of postpetition
workers' compensation obligations, the Bank will underwrite a
third letter of credit in exchange for a $50,000 cash deposit.
The Debtor asks Judge Weissbrodt to approve these transactions in
all respects.

Joshua M. Fried, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., tells Judge Weissbrodt that Fresh Choice has
continued to pay all workers' compensation claims in the ordinary
course of business while in chapter 11.  Consistent with past
practices, Mr. Fried says, the Debtor expects to continue to pay
all allowed workers' compensation claims.  Mr. Fried adds that
Fresh Choice doesn't expect there will ever be a draw on any of
the letters of credit securing payment of its workers'
compensation obligations.

Headquartered in Morgan Hill, California, Fresh Choice, Inc. --
http://www.freshchoice.com/-- owns and operates a 39 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., Tobias S. Keller,
Esq., and Joshua M. Fried, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., 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.


GENERAL DATACOMM: Has Until June 6 to Object to Proofs of Claim
---------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave General DataComm Industries, Inc., until
June 6, 2005, to object to proofs of claim.

The Court confirmed General DataComm and its debtor-affiliates'
Amended Joint Plan of Reorganization on Aug. 5, 2003, and the Plan
became effective on Sept. 15, 2003.  The Court formally closed the
Debtors' jointly administered cases on Sept. 1, 2004, leaving Case
No. 01-11101 as the only remaining open bankruptcy case.

The Reorganized Debtor presents three reasons militating in favor
of its request:

   a) the extension of the Claims Objection Deadline is essential
      and in the best interests of the Debtor's estate and its
      creditors to ensure that the claims analysis is accurate and
      comprehensive;

   b) the Debtor is still in the process of resolving contested
      claims pending before the Bankruptcy Court, including eleven
      omnibus objections and numerous individual objections; and

   c) the Debtor has still significant remaining claims it is
      currently reviewing and attempting to resolve.

The Court's order is without prejudice to the Debtor's right to
seek further extension of its claims objection deadline.

Headquartered in Middlebury, Connecticut, General DataComm
Industries, Inc. -- http://www.gdc.com-- is a worldwide provider
of wide area networking and telecommunications products and
services, and it designs, assembles, markets, installs, and
maintains products that enable telecommunications common carriers,
corporations, and government to build, improve, and more cost
effectively manage their global telecommunication networks.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Nov. 2, 2001 (Bankr. D. Del. Case No. 01-11101-PJW).  Curtis J.
Crowther, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtor.  When the Debtor filed for chapter 11 protection, it
listed total assets of $64 million and total debts of $94 million.


GENEVA STEEL: Sierra Energy to Examine CEO & Creditors in April
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah allows Sierra
Energy, Geneva Steel LLC's creditor, to conduct a Rule 2004
examination on the Company's President and Chief Executive
Officer, Ken C. Johnsen, & members of the Official Committee of
Unsecured Creditors.

Sierra Energy will examine Mr. Johnsen and Chemical Lime Company,
a Creditors Committee member, on April 11, 2005.

Sierra Energy will examine these Creditors Committee members on
April 18, 2005:

         * Voest-Alpine Services & Technologies
         * Louis A. Grant Company

Sierra Energy will examine these Creditors Committee members on
April 21, 2005:

         * Praxair, Inc. 21
         * Ainge Enterprises, Inc.
         * Cartwright Enterprises, Inc.

Sierra Energy will examine these Creditors Committee members on
April 22, 2005:

         * Highland Transportation
         * Oxbow Carbon & Minerals, Inc.
         * Union Pacific Railroad

All examinations will be done at:

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

Sierra Energy wants each of these parties 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.

                 Chapter 11 Examiner Appointed

As reported in the Troubled Company Reporter yesterday, the Court
appointed Joel T. Marker as chapter 11 examiner, at the United
States Trustee for Region 19's behest.

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.


GRAFTECH INT'L: Poor Performance Prompts S&P to Downgrade Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered Wilmington, Del.-based
GrafTech International Ltd.'s corporate credit rating to 'B' from
'B+'. The senior secured debt rating was lowered to 'B+' from
'BB-' and the senior unsecured debt rating was cut to 'B-' from
'B'. Standard & Poor's also lowered the convertible note rating to
'CCC+' from 'B-'.  The outlook is stable.

"The downgrade reflects our reassessment of the company's
prospects," said Standard & Poor's credit analyst Dominick
D'Ascoli.  Although GrafTech's financial performance will improve
in 2005 due to strong graphite electrode fundamentals, financial
performance is expected to be below levels appropriate for a 'B+'
corporate credit rating.  GrafTech's projected financial
performance for 2005 is below Standard & Poor's expectations as a
result of expected lower graphite electrode volumes and rising
cost pressures.  A decline in 2005 volumes due to price increases
GrafTech implemented heightens concerns about the ability to
increase prices further to offset rising costs.  GrafTech's
reduced sales volume is surprising, given strong industry demand
and high industry capacity utilization rates.

The ratings on GrafTech reflect its aggressive financial leverage,
poor free cash flow generation, significant exposure to the
cyclical steel industry, and key raw-material cost pressure,
particularly for needle coke.  Somewhat offsetting these negative
factors are the company's favorable cost position compared with
its competitors, good market position in graphite electrodes, and
currently favorable industry conditions.

GrafTech manufactures carbon-based materials throughout the world
for use in various applications.  Its primary product, graphite
electrodes, accounted for 66% of the $848 million in sales
generated in 2004.


HEALTHSOUTH CORP: Closes $715 Million Refinancing & Cures Default
-----------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) amended and
restated its existing bank credit facility.  The amended and
restated credit facility, which provides for:

   -- a $315 million term loan,
   -- a $250 million revolving line of credit, and
   -- $150 million in letter of credit facilities,

cures all defaults of the company's outstanding indebtedness.
J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC,
acted as co-lead arrangers and joint bookrunners and Deutsche Bank
Securities acted as arranger for the amended and restated credit
facility.

"We are very pleased with the overwhelming response from the
financial community on this credit facility, which is a first step
in being able to access the capital markets," said HealthSouth CFO
John Workman.  "This provides us with financial flexibility that
the company has not had over the past 18 months and the liquidity
to satisfy future obligations. The substantial interest from the
investment community allowed us to gain more competitive pricing,
reducing our annual fees by almost $1 million."

"Beginning with the resolution last summer of the bondholder
litigation and continuing with the recent CMS/DOJ Civil
settlement, the resolution of this final technical default is
another significant step in working through the fraud-related
issues unique to the company," said HealthSouth President and CEO
Jay Grinney.

                       About HealthSouth

HealthSouth is one of the nation's largest providers of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, operating facilities nationwide.  HealthSouth can be
found on the Web at http://www.healthsouth.com/

                         *     *     *

                      Notice of Late Filing

HealthSouth filed a Form 12b-25 with the Securities and Exchange
Commission saying that it will not be filing its 2004 Form 10-K on
time due to the company's ongoing accounting reconstruction and
restatement efforts.  The company is currently targeting the
filing of its 2004 Form 10-K in the fourth quarter of 2005.  The
company says it plans to file a comprehensive Form 10-K for the
years ended Dec. 31, 2000, through Dec. 31, 2003, by the middle of
the second quarter 2005.  This comprehensive Form 10-K will
contain restated financial statements for periods which previously
had been reported and initial financial statements for the other
periods covered by the report.

"Our external auditor is now auditing these documents and is
taking steps to ensure a thorough review," said HealthSouth CFO
John Workman.  "We have been working extensively with external
resources to ensure that our accounting records are reconstructed
thoroughly and our financial statements and other disclosures are
prepared properly.  This process has consumed more than 500 man-
years of external labor resources and required millions of lines
of adjusting journal entries.  It is our intention to not rush a
process of this importance to reach an earlier, self-imposed
deadline."


HILITE INT'L: Moody's Assigns Low-B Ratings to $465 Million Debt
----------------------------------------------------------------
Moody's Investors Service confirmed the existing ratings of Hilite
International, Inc. and assigned additional ratings in conjunction
with subsidiary Hilite Industries, Inc.'s revised proposal to
refinance its debt structure.

Moody's rating outlook for Hilite was revised to negative,
primarily to reflect deteriorating industry conditions which are
expected to negatively impact Hilite's cash flow generation during
2005.  These actions concluded the review for possible downgrade
that was initiated by Moody's on February 23, 2005 following the
company's decision to terminate its earlier proposed $150 million
senior unsecured notes offering.

The following specific ratings actions were taken:

   1. Assignment of B1 ratings for Hilite Industries, Inc.'s
      $180 million of proposed new guaranteed senior secured
      credit facilities, to consist of:

      * $80 million revolving credit facility due March 2010; and

      * $100 million term loan B due March 2010.

   2. Assignment of B3 rating for Hilite Industries, Inc.'s
      proposed new $30 million of 11% guaranteed senior
      subordinated mezzanine notes due March 2012, to be purchased
      by CVC Capital Funding, LLC;

   3. Confirmation of the B1 ratings for the approximately $255
      million equivalent of existing guaranteed senior secured
      credit facilities for Hilite and its foreign subsidiary
      Hilite Germany GmbH & Co. KG (which ratings will be
      withdrawn once the obligations are refinanced by the
      proposed facilities), consisting of:

      * $50 million guaranteed senior secured revolving credit
        facility due March 2008;

      * $125 million guaranteed senior secured term loan A due
        March 2009;

      * Euro 60 million guaranteed senior secured term loan A due
        March 2009;

   4. Confirmation of the B1 senior implied rating for Hilite
      International, Inc.; and

   5. Confirmation of the B2 senior unsecured issuer rating for
      Hilite International, Inc.

Holding company Hilite International, Inc., also proposes to
obtain $30 million of new 11% guaranteed senior subordinated
mezzanine notes due March 2013 (with warrants), to be purchased by
CVC Mezzanine III, L.P. These notes have not been rated.

The proposed transactions present a reasonable liquidity
alternative for Hilite which would have been sufficient to return
the company's outlook to stable absent other factors.  The change
to a negative outlook incorporates perceptible deterioration of
industry conditions over the past several weeks that threatens to
drive down Hilite's 2005 cash flow generation by about $10 million
versus earlier expectations.

Hilite notably has a significant concentration in excess of 20%
with customer General Motors, which in mid-March materially
reduced earnings forecasts for this year due to a steep drop in
sales combined with high health care and pension costs.  Audi and
Volkswagen are also significant customers which are experiencing
softness.  Other key factors that will potentially hurt Hilite's
near-to-intermediate performance include ongoing commodity cost
concerns, rising customer inventories, and the potential for more
non-contractual pricedowns and/or further declines in production
levels versus plan and last year.

On a more positive front, the current debt refinancing proposal
will eliminate more than $55 million of scheduled principal
amortization during 2005 and 2006.  In addition, Hilite has been
awarded in excess of $100 million of new business since year end.
Management does not believe that this incremental business will
require significant incremental capital spending, due the
company's substantial base of existing equipment along with
stepped up efforts to improve operating efficiency.  Hilite's
business base remains well-balanced geographically, with only
about 45% of revenues generated in North America where industry
conditions are weakest.

The B1 ratings of the proposed guaranteed senior secured credit
facilities reflect the benefits and limitations of the proposed
collateral and guarantee package.  Collateral to be pledged will
consist of a first priority perfected lien on all existing and
subsequently acquired real and personal property of the borrowers,
domestic guarantors, and foreign guarantors as required by the
agent.

Negative pledges will be provided for all unencumbered assets
(subject to customary exclusions) globally that are not pledged.
Additionally to be pledged are first priority perfected liens on
100% of the common stock of the Hilite and its present and
subsequently acquired material domestic subsidiaries and 65% of
the common stock of Hilite's present and subsequently acquired
material foreign subsidiaries (provided that, as collateral for
foreign borrowings only, the agent may require a pledge of 100% of
foreign subsidiaries' stock).  The senior secured facilities will
be guaranteed by holding company Hilite International, Inc. as
well as by all existing and after-acquired domestic operating or
material subsidiaries of Hilite, and by any foreign subsidiaries
of the company deemed necessary by the agent.

The proposed $80 million revolving credit facility will have a
Euro 45 million sub-limit (limited to a maximum of $60 million
equivalent) for Euro denominated borrowings by foreign
subsidiaries EBEA SA and Hilite Germany GmbH & Co. KG.  There will
also be $7.5 million sub-limit for the issuance of standby letters
of credit.  Voluntary prepayments of the term loan may be made
without penalty.

A mandatory 50% excess cash flow recapture provision will be
effective until leverage falls below prescribed levels.  The
receipt of $60 million of gross proceeds from the proposed
mezzanine subordinated debt issuances are a condition precedent
for the new bank agreement.  The credit agreement additionally has
potential to be increased under a $40 million accordion provision,
subject to incremental lender commitments.

The B3 rating of the proposed $30 million of mezzanine senior
subordinated notes to be issued by Hilite Industries, Inc., are
unsecured obligations that will be expressly subordinated to
obligations under the proposed guaranteed senior secured credit
agreement, but not to any other obligations of the borrower.

These opco mezzanine notes will be expressly senior to the $30
million of proposed mezzanine debt at Hilite International, Inc.
Any adjustments to the subordinated provisions versus the proposed
terms that cause the ranking of these opco mezzanine notes to be
more junior could result in additional downward notching of the
rating.

Guarantees will be provided on an unsecured basis by all domestic
guarantors of the senior secured credit agreement. Hilite's opco
mezzanine notes will be subject to an 11% interest rate payable
semiannually in cash.  The maturity date will be the earlier of
the seventh anniversary of the notes, or one year following the
scheduled maturity date of the senior secured credit facilities.
No amortization of these opco mezzanine notes will be required
prior to maturity.

Optional redemption will be permitted after the fourth year,
subject to a redemption premium starting at 6% and then declining
over time according to a sliding scale.  There will also be
provisions for a change of control put at a premium of 1%, and a
change of control call at a premium beginning at 11%, dropping to
6% after the fourth year, and then declining based upon a sliding
scale.

The unrated $30 million of proposed mezzanine senior subordinated
notes to be issued by Hilite International, Inc., will be
structured very similarly to the opco mezzanine notes to be issued
by Hilite Industries, Inc.  They will be subject to the same 11%
semiannual cash interest rate and will be sold with warrants for
shares of common stock in Hilite International, Inc.

The key differences are that the holdco mezzanine notes and all
supporting guarantees will be expressly subordinated to the opco
mezzanine notes, and that they will be issued by the holding
company and guaranteed by the operating company as well as a
matching set of subsidiaries.  The maturity date will be the
earlier of the eighth anniversary of the notes, or two years
following the scheduled maturity date of the senior secured credit
facilities.  All change of control and optional redemption
features will mimic the terms of the opco mezzanine notes.

Future events that could result in an unfavorable adjustment to
Hilite's outlook or ratings include material declines in margins
and free cash flow performance resulting in rising leverage,
insufficient liquidity and weakening cash interest coverage.
Continued high levels of non-contractual price give-backs, loss of
market share by Hilite or its key customers, pursuit of a material
acquisition which is not readily accretive to performance,
inability to offset rising commodity prices, and further evidence
of a reduced technological advantage versus competitors would
pressure ratings.

A future improvement in Hilite's outlook or ratings is viewed by
Moody's as the less likely outcome but could result if margins
stabilize and substantial net debt reduction occurs, liquidity is
enhanced further, and/or the company is awarded significant new
high-margin business with a broadened base of customers.

Hilite, headquartered in Cleveland, Ohio, is a designer and
manufacturer of highly-engineered, valve-based components,
assemblies, and systems used principally in powertrain (engine and
transmission) applications for the automotive market.

Products offered include camphasers, diesel valves, cylinder
deactivation valves, and emissions control units for engine
applications; solenoid valves and proportioning valves for
transmission applications; and brake proportioning valves, and
wheel cylinders for brake applications.

The majority of Hilite's equity is owned by a combination of
private equity sponsors and several members of management. The
company's annualized revenues approximate $400 million.


HILITE INT'L: S&P Rates Planned $180M Sr. Sec. Facilities at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Hilite International Inc., assigned a negative
outlook, and removed the ratings from CreditWatch where they were
placed on Feb. 16, 2005.  Standard & Poor's also assigned its
'BB-' debt rating and a recovery rating of '2' to the company's
proposed $180 million senior secured credit facilities.  The
recovery rating indicates the strong likelihood that lenders will
realize substantial (80%-100%) recovery of principal in the event
of a payment default.

"The negative outlook was assigned because of increasing industry
challenges to Hilite and weaker-than-expected cash flow," said
Standard & Poor's credit analyst Nancy Messer.

Total balance sheet debt for the Cleveland, Ohio-based company,
pro forma for the proposed transaction at Dec. 31, 2004, is
expected to be about $191 million.

The rating actions follow Hilite's announcement of its plan to
issue $60 million of unrated senior subordinated debt to Citicorp
Venture Capital and refinance existing senior secured credit
facilities.  The new credit facilities will consist of an $80
million revolving credit facility and a $100 million term loan,
both with April 2010 maturities.  Proceeds from the subordinated
debt issuance and new credit facilities will be used to pay
outstanding term loan balances of approximately $184 million.

"Following the proposed transaction, Hilite's liquidity will
improve modestly because of an extended maturity profile, access
to a larger revolving credit facility, the elimination of
significant near-term amortization requirements, and less strict
covenants," Ms Messer said.

The company operates in the highly fragmented, engineered
automotive components business, and its competitors are typically
Tier I suppliers for whom valve technology is not a core focus.
Since mid-1999, when the current management team acquired Hilite,
the company has expanded through acquisitions.

Revenues from new business wins that will be launched in the
intermediate term, combined with results from cost-containment
initiatives, should enable Hilite to improve margins and generate
free cash flow that is expected to be used primarily for debt
reduction.


INTERSTATE BAKERIES: Recalculating Non-Union Retiree Premiums
-------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Western District of Missouri's
authority to:

   -- recalculate the premiums of their non-union retirees,
      pursuant to the terms of the Debtors' Retiree Benefit Plan;
      and

   -- discontinue non-union active employees' contingent benefits
      under the Retiree Benefit Plan.

The Retiree Benefit Plan provides that eligible retirees and
dependents age 65 or over would get 100% of all healthcare
retiree benefit costs.  For eligible retirees under age 65, 40%
of all retiree benefit costs are to be passed through to these
retirees and dependents.

The Debtors' Retiree Benefit Plan has distinct coverage for two
groups of non-union retirees:

   (1) Shared Cost Retirees and their dependents are afforded
       certain medical and prescription coverage until Medicare
       eligibility; and

   (2) Medicare Carve-Out Retirees and their dependents are
       afforded supplemental coverage that the Debtors made
       available to eligible retirees and dependents age 65 or
       over.

No additional participants will become eligible for the Medicare
Carve-Out Coverage since the coverage was terminated more than a
decade ago for then active employees who had not become eligible
for the benefits.

                         Monthly Premiums

Effective January 1, 2004, the Debtors charged Medicare Carve-Out
Retirees a monthly premium equal to 100% of the actuarially
determined claims cost for the retirees and dependents.  The
Debtors also charged the Shared Cost Retirees a monthly premium
equal to 40% of the actuarially determined claims cost for the
retirees and dependents.  According to J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in Chicago, Illinois, the
Debtors wanted to ensure that they would continue to offer
retiree benefits to eligible participants without incurring
retiree benefit costs, accruing any liability for Medicare Carve-
Out Retirees, and assuming 40% of the Shared Cost Retirees'
costs.

Mr. Ivester reports that monthly premiums for 2004 were set at
$235 for each eligible retiree and each eligible dependent age 65
or over, and $250 for each dependent under age 65, representing
the actuarially determined claims costs to be passed through to
participants under the Debtors' Retirement Benefits Plan.

Unfortunately, actual costs for retiree benefits were greater
than projected in 2004 and more retirees than anticipated
discontinued their participation in the retiree benefit plan.
These circumstances resulted in the costs exceeding the premiums
collected from the retirees.  For the Medicare Carve-Out
Retirees, 2004 costs exceeded premiums collected by approximately
$1.8 million, and for Shared Cost Retirees, 40% of 2004 costs
exceeded premiums collected by approximately $300,000.  Mr.
Ivester relates that the trends have continued in calendar 2005.
Pursuant to the Retiree Benefit Plan, the Debtors must
recalculate and increase the premiums to cover 2005 expected
costs.

To determine the appropriate premium to charge for the plan year,
the Debtors' actuary estimated the size of the pool of retirees
and dependents that would remain in the benefit plan.  The
actuary estimated that premiums for Medicare Carve-Out Retirees
must increase to $912 per month effective April 1, 2005, to cover
costs for the 2005 calendar year, which assumes that the pool of
the retirees and dependents will shrink from approximately 1,200
to 240.  The actuary also estimated that premiums for Shared Cost
Retirees must increase to $388 per month effective April 1, 2005,
to cover the retirees' 40% share of 2005 calendar year, which
assumes that the pool of the retirees and dependents will shrink
from approximately 300 to 270.

While the Debtors regret that the premium increases are
necessary, the increases effectuate the terms of the Retiree
Benefit Plan and must be implemented.

              Active Employees Contingent Benefits

Pursuant to the eligibility requirements of the Shared Cost
Coverage, non-union employees that work for the Debtors for 10
years after age 50 and retire from their employment after age 60
are eligible to participate in the Shared Cost Coverage.
Therefore, no active employee is eligible to participate in the
Shared Cost Coverage until retirement.

As of March 3, 2005, 288 out of the Debtors' 32,000 active
employees could retire immediately and be eligible to participate
in the Shared Cost Coverage.

The Debtors' actuary estimates that liability attributable to the
participation of the potentially eligible active employees over
age 50 and their dependents in the Shared Cost Coverage is
$10,000,000.  The Debtors want to discontinue all active
employees' contingent benefits under the Shared Cost Coverage to
eliminate this liability.

                    Non-Union Retirees Object

Eleven members of the Debtors' non-union retiree health care plan
object to the Debtors' request:

   1.  Anthony J. Makris,
   2.  Martha Miller,
   3.  Paul Porter,
   4.  Virginia Yount,
   5.  Roger Sines,
   6.  Ioin Lewis,
   7.  Lee H. Powell,
   8.  Robert S. Koerth,
   9.  Gordon A. Thomas,
   10. Rudy R. Norris, and
   11.  Raymond F. Hert

The Non-Union Retirees contend that:

   (1) The Debtors have not provided them sufficient notice and
       time to review the Debtors' proposed relief;

   (2) The increase in the Retirees' monthly premiums is
       excessive and is causing them extreme hardship; and

   (3) The Debtors have made faulty numerical assumptions and
       employed faulty mathematics in the computation of the
       monthly premiums.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


J.C. PENNEY: Fitch Says Capital Restructuring Won't Affect Ratings
------------------------------------------------------------------
Fitch Ratings does not anticipate any rating changes as a result
of J. C. Penney Co., Inc.'s new $1 billion capital structure
repositioning program.  The new program comprises $750 million of
share repurchases and $250 million of open market debt
repurchases.

The share repurchases are incremental to the $1 billion remaining
on the company's previous authorization, bringing total expected
repurchases this year to $1.75 billion.  The debt repurchases are
in addition to the expected repayment of $193 million of notes
maturing on May 23, 2005, for total expected debt reduction of
$443 million.  These activities will be financed with the
company's cash, which totaled $4.7 billion as of Jan. 29, 2005.
As a result, financial leverage will continue to decline in 2005,
while the company manages down its excess liquidity.

Fitch currently rates Penney's $1.5 billion secured bank facility
'BBB-', senior unsecured notes 'BB+', and convertible subordinated
notes 'BB'.  Approximately $3.9 billion of debt is currently
outstanding.  The Rating Outlook is Positive, reflecting Penney's
solid operating momentum and the expectation for further
reductions in leverage.


KRISPY KREME: Subsidiary & Officer Face ERISA Complaint in NC
-------------------------------------------------------------
Krispy Kreme Doughnuts, Inc.'s (NYSE: KKD) wholly owned
subsidiary, Krispy Kreme Doughnut Corporation, was served with a
purported class action lawsuit filed in the U.S. District Court
for the Middle District of North Carolina that asserts claims
under Section 502 of the Employee Retirement Income Security Act
against KKDC and certain of its current and former officers,
styled Smith v. Krispy Kreme Doughnut Corporation et al., No.
1:05CV00187.

Plaintiff purports to represent a class of persons who were
participants in or beneficiaries of KKDC's retirement savings plan
or profit sharing stock ownership plan between Jan. 1, 2003, and
the present and whose accounts included investments in the
Company's common stock.  Plaintiff contends that defendants failed
to manage prudently and loyally the assets of the plans by
continuing to offer the Company's common stock as an investment
option and to hold large percentages of the plans' assets in the
Company's common stock; failed to provide complete and accurate
information about the risks of the Company's common stock; failed
to monitor the performance of fiduciary appointees; and breached
duties and responsibilities as co-fiduciaries.  Plaintiff seeks
unspecified monetary damages and other relief.  Defendants intend
to deny the allegations and defend themselves vigorously.
Although the Company cannot predict the outcome of this action, an
adverse result could have a material adverse effect on the
Company's results of operations and financial condition.

                        About the Company

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme is
a leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates approximately 400 stores in 45 U.S.
states, Australia, Canada, Mexico, the Republic of South Korea and
the United Kingdom.  Krispy Kreme can be found on the World Wide
Web at http://www.krispykreme.com/

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2005,
Krispy Kreme is reducing the number of employees in its corporate,
mix plant, equipment manufacturing, and distribution facilities by
approximately 25%.  It is estimated that these actions will result
in annual pre-tax savings of approximately $7.4 million and a cash
restructuring charge of approximately $600,000 in the first fiscal
quarter.

The Company also recently divested a corporate airplane that was
subject to an operating lease.  It is estimated that this action
will result in annual pre-tax savings of approximately $3 million
but will involve a cash charge of approximately $300,000 in the
first fiscal quarter related to the divestiture.

                    March 25 Deadline Looms

As reported in the Troubled Company Reporter on Jan. 27, 2005, the
six-lender consortium under Company's Credit Facility have agreed
to defer until March 25, 2005, the date on which an event of
default would occur because of the Company's failure to deliver
financial statements to the lenders for the quarter ended Oct. 31,
2004.  Also, as previously disclosed, the Company is currently
unable to borrow funds under the Credit Facility.  The Company
presently is working on a business plan and intends to conduct
discussions with its lending banks regarding amendments to its
Credit Facility.  The Company's cash from operations continues to
be impacted adversely by previously disclosed unfavorable sales
trends, and by the substantial costs and expenses associated with
ongoing litigation, regulatory and restructuring matters.  In
light of the foregoing, Krispy Kreme believes that it will need to
obtain, by the end of the waiver period, additional credit to fund
its operations and required capital expenditures.  There can be no
assurance that the Company will be able to reach any agreement
with the banks or that funding will be available when and in the
amounts needed.


LIBERATE TECH: Shareholders to Vote on Asset Sale on April 5
------------------------------------------------------------
A special meeting of the stockholders of Liberate Technologies
will be held at the Hotel Sofitel San Francisco Bay, located at
223 Twin Dolphin Drive, Redwood City, California, on Tuesday,
April 5, 2005, at 9:30 a.m., local time, to consider and vote on
these matters:

   (1) to approve and adopt the Asset Purchase Agreement, dated
       January 14, 2005, between Liberate, Liberate Technologies
       Canada Ltd., its subsidiary, and Double C Technologies,
       LLC, a Delaware limited liability company majority owned
       and controlled by Comcast Corporation with a minority
       investment by Cox Communications, Inc., and the sale of
       substantially all of the assets relating to Liberate
       Technologies' North America business to Double C pursuant
       to the Asset Purchase Agreement; and

   (2) to transact any other business as may properly come before
       the special meeting or any adjournments or postponements of
       the special meeting.

Liberate Technologies' Board of Directors has unanimously approved
the Asset Purchase Agreement and the asset sale, has determined
that the asset sale is expedient and for the best interests of
Liberate and its stockholders and recommends a vote for the
proposal to approve and adopt the asset sale and Asset Purchase
Agreement.

Only stockholders of record at the close of business on Feb. 11,
2005, the record date for the special meeting, may vote at the
special meeting and any adjournments or postponements of the
special meeting.

A copy of the Asset Purchase Agreement is available for free at:


http://sec.gov/Archives/edgar/data/1085776/000110465905001695/a05-1581_1ex99
d2.htm

Headquartered in San Mateo, California, Liberate Technologies
provides software and services for digital cable systems.  The
Company filed for chapter 11 protection on April 30, 2004 (Bankr.
D. Del. Case No. 04-11299, transferred, May 12, 2004, to Bankr.
N.D. Calif., Case No. 04-31394).  When the Company filed for
bankruptcy protection, it listed $257,000,000 in total assets and
more than $21,700,000 in total debts.  Liberate filed a proposed
Plan of Reorganization providing for the payment of 100% of valid
creditor claims.  The Landlord for the company's former San Carlos
headquarters complained that the Debtor's attempt to reject the
lease under 11 U.S.C. Sec. 365 and cap his rejection claim under
Sec. 506 of the Bankruptcy Code was an abuse of the system.
Seeing more cash than debt, the Honorable Thomas E. Carlson
agreed, and dismissed the solvent debtor's chapter 11 case on
Sept. 8, 2004.  Liberate appealed that ruling (N.D. Calif. Case
No. 04-03854).  In the Bankruptcy Court and U.S. District Court,
Crista L. Morrow, Esq., Desmond J. Cussen, Esq., Fred L. Pillon,
Esq., Jonathan Landers, Esq., and Jayesh Sanatkumar
Hines-Shah, Esq., at Gibson Dunn & Crutcher LLP, represent
Liberate.  The disgruntled landlord, Circle Star Center
Associates, L.P., is represented by Douglas J. McGill, Esq.,
Andrew C. Kassner, Esq., and Michael W. McTigue, Jr., at Drinker
Biddle & Reath LLP, and Michael P. Brody, Esq., James R. Stillman,
Esq., and Diane K. Hanna, Esq., at Ellman Burke Hoffman & Johnson.
James L Lopes, Esq., Janet A. Nexon, Esq., and Jason Gerlach,
Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
represent an ad hoc equity holders' committee.  The U.S. District
Court for the Northern District of California issued an order
pursuant to a stipulation by the parties dismissing with prejudice
Liberate's appeal from the U.S. Bankruptcy Court for the Northern
District of California's order dismissing its chapter 11 case.


LORAL SPACE: Disagrees with Examiner on Estate's Value
------------------------------------------------------
As previously reported, Harrison J. Goldin, the appointed examiner
in Loral Space & Communications Ltd. and its debtor-affiliates'
chapter 11 cases, filed his report with the U.S. Bankruptcy Court
for the Southern District of New York.  In his report, Mr. Goldin
stated that "confirmatory due diligence suggests that the value
range of Loral could reasonably exceed the value range in its
Disclosure Statement by $281 million to $463 million" leading, in
the Examiner's view, to potential alternative low, midpoint and
high enterprise valuations for Loral of $931 million,
$1.072 billion and $1.263 billion, respectively.

Loral did not prepare or approve the Examiner's report, and the
conclusions and opinions expressed therein are not those of the
Company.  The Company and its financial advisor, Greenhill & Co.,
LLC, believe that there are material errors in the Examiner's
analysis and do not agree with the conclusions stated in the
report.  In any event, the total amount of creditor claims against
the Company and its subsidiaries, plus interest thereon,
significantly exceeds even the high potential alternative
enterprise valuation suggested by the Examiner.

Pursuant to the absolute priority rule in bankruptcy, Loral says
its common and preferred stock will be eliminated entirely, with
the result that common and preferred stockholders will receive no
distribution.

                        About Loral Space

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

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


LORAL SPACE: Revised Consensual Chapter 11 Plan on the Table
------------------------------------------------------------
Loral Space & Communications Ltd. (OTC Bulletin Board: LRLSQ)
filed a revised plan of reorganization in the Bankruptcy Court for
the Southern District of New York yesterday.

The Plan, which revises the terms of a plan previously filed on
December 5, 2004, reflects an agreement among the company, the
Creditors' Committee and the Ad-Hoc Committee of Space
Systems/Loral trade creditors on the elements of a consensual plan
of reorganization.

The Plan provides, among other things, that:

    * Loral's two businesses, satellite manufacturing (New SS/L)
      and satellite services (New Skynet), will emerge intact
      as separate subsidiaries of reorganized Loral (New Loral).

    * New SS/L will emerge debt-free and continue its current
      activities, including completion of all satellites under
      construction or on order, and active pursuit of additional
      new awards.

    * New Skynet will continue to provide transponder leasing,
      network and professional services to current and
      prospective customers.

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

    * Holders of allowed claims against SS/L and Loral
      SpaceCom will be paid in full in cash, including
      interest from the petition date to the effective date
      of the Plan.

    * Loral Orion unsecured creditors will receive
      approximately 80 percent of New Loral common stock and
      their pro rata share of $200 million of preferred stock
      to be issued by New Skynet.  These creditors also will
      be offered the right to subscribe to purchase their
      pro-rata share of $120 million in new senior secured
      notes of New Skynet.  This rights offering will be
      underwritten by certain Loral Orion creditors who will
      receive a fee which may be payable in additional New
      Skynet notes.

    * Loral bondholders and certain other unsecured creditors
      will receive approximately 20 percent of the common
      stock of New Loral.

    * Loral's existing common and preferred stock will be
      cancelled and no distribution will be made to the
      holders of such stock.

The Plan is subject to final documentation and confirmation by the
U.S. Bankruptcy Court.  Copies of the revised consensual Plan are
available at no charge on Loral's Web site at
http://www.loral.com/

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

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


LORAL SPACE: Pref. Shareholders Want Official Committee Appointed
-----------------------------------------------------------------
The Ad Hoc Committee of Preferred Shareholders of Loral Space &
Communications, Ltd., asks the U.S. Bankruptcy Court for the
Southern District of New York to appoint an Official Committee of
Preferred Equity Security Holders.  This is the Ad Hoc Committee's
third motion to appoint an Official Committee.

The Court denied in 2003 and 2004 the Ad Hoc Committee's request
on the ground that Loral promised it would include the
shareholders in formulating a plan of reorganization.  The
preferred shareholders tell the Court they were excluded from the
plan negotiation process.  Loral's Plan proposes to wipe out all
existing equity interests in Loral and to redistribute those to
creditors and senior management through a lucrative stock option
program.

Harrison J. Goldin, the appointed examiner of Loral, filed on
Mar. 14 his report stating that the estates are undervalued by
$281 million to $463 million.  The shareholders are now hopeful
they'll receive some distribution in these cases.  The Ad Hoc
Committee members own approximately 1.4 million shares.

The Ad Hoc Committee assures the Court that the appointment of an
official committee won't interfere or delay the Debtors' emergence
from chapter 11.  The Committee only wants to protect its
legitimate interests.

                        About Loral Space

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

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


MCI INC: Halts Talks; Qwest Seeks Meeting with Monitor
------------------------------------------------------
On March 21, 2005, Qwest Communications International Inc. sent a
letter to the Board of Directors of MCI, Inc., emphasizing that
if MCI wants to maximize value to its shareholders, MCI should
seriously consider Qwest's offer:

    March 21, 2005

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

    Dear Mr. [Nicholas] Katzenbach:

         Your advisors tell us that MCI has gone "dark" and
    refuses to continue to speak with Qwest about our proposal
    made to the MCI Board on March 16 and made public on March 17.
    When granting Mr. [Michael] Capellas's request that the MCI
    Board be permitted until March 28th to respond to our
    proposal, we did not think that MCI would refuse to talk with
    Qwest during the interim.

         The straw man being propped up to explain why MCI won't
    continue what has been a fruitful exchange of information with
    Qwest is that MCI's merger agreement with Verizon prohibits
    any discussions with Qwest.  It is disturbing that Verizon and
    MCI are so concerned about allowing MCI to expeditiously and
    transparently evaluate Qwest's proposal fully that they do not
    avail themselves of the provisions in the Verizon-MCI merger
    agreement to do so.  It is beyond dispute that allowing Qwest
    and MCI to discuss Qwest's proposal during the period that the
    MCI Board of Directors is considering that proposal would be
    beneficial to all interested parties.  The Verizon-MCI merger
    agreement allows, your fiduciary duties require and fairness
    to the MCI stockholders dictate that MCI continue to talk with
    Qwest as long as the MCI Board of Directors has concluded that
    Qwest's proposal could "reasonably be expected to lead to a
    Superior Proposal."

         MCI and Qwest should immediately engage in negotiations
    to finalize the proposed merger agreement we provided to your
    advisors on March 16.  In addition, we would like to speak
    with Mr. [Richard] Breeden about his role with MCI and his
    views on the internal controls and corporate governance at
    MCI.  Moreover, we still have questions concerning the tax
    issues raised during due diligence and mentioned in MCI's
    recently filed 10k, questions we are confident can be answered
    if MCI were to resume its discussions with Qwest.

         In light of Qwest's significantly higher offer price, the
    more favorable terms of our proposed merger agreement and the
    better regulatory profile of a Qwest-MCI deal, Qwest's
    proposal goes well beyond potentially leading to a Superior
    Proposal, and, in fact, is a Superior Proposal.  The chart
    below demonstrates the financial superiority of Qwest's
    proposal:


                             Offer Comparison   Qwest Superiority
                             ----------------   -----------------
                              Qwest   Verizon
                              Offer    Offer        $       %
                             -------  -------   -------- --------
    Cash                      $10.10    $5.60   $ +4.50    +80.4
    Stock                      15.50    14.28     +1.22     +8.5
                             -------  -------   -------- --------
    Offer Value               $25.60   $19.88   $ +5.72    +28.8

    Premium (discount) to
    MCI market price
    (as of 3/18/05)             +9.2%  -(15.2)%

    Total value of offer      $8.3bn   $6.5bn   $ +1.8bn   +28.8%
                             -------  -------   -------- --------

         If the MCI Board of Directors truly wishes to evaluate
    Qwest's proposal, there is no legally valid excuse not to
    continue the exchange of information.  Verizon, who has
    released no details of the underlying benefits of its offer,
    continues in its shrill attempt to change the focus away from
    delivering maximum value to MCI shareholders, but ignores the
    one overriding issue: Qwest's offer is over 25% higher than
    Verizon's offer.

         The failure of the MCI Board to conclude that the Qwest
    proposal could "reasonably be expected to lead to a Superior
    Proposal" deprives the MCI shareholders of their right to
    maximize the value of their shares.  The MCI Board should take
    the actions necessary to maximize value to MCI shareholders
    and insure the MCI merger process is transparent and fair by
    re-engaging with Qwest.


    Sincerely,

    /s/  RICHARD C. NOTEBAERT

    Richard C. Notebaert
    Chairman & Chief Executive Officer
    Qwest Communications International Inc.

    cc:

    Mr. Richard Breeden
    Mr. Michael Capellas

                           MCI's Statement

On March 21, MCI issued a press statement explaining that:

    "Under our merger agreement with Verizon, we were limited to a
    two-week window, up until March 17, to have a dialogue with
    Qwest.  That period has expired and by honoring our agreement
    with Verizon we cannot have further dialogue with Qwest.
    After Mr. Notebaert presented to the MCI Board on March 16, it
    was mutually agreed that the MCI Board would respond by
    March 28, and they intend to do so."

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. 79; 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.


MCI INC: Files Annual Report on Form 10-K with SEC
--------------------------------------------------
MCI, Inc. (Nasdaq: MCIP) filed its annual report on Form 10-K for
the year ended December 31, 2004, with the Securities and Exchange
Commission last week.

The Company reported $4 billion of net loss against $20 billion in
revenues for the year ended Dec. 31, 2004.

At Dec. 31, 2004, MCI Inc.'s balance sheet showed (in millions):

         Total Current Assets         $9,093
         Total Assets                 17,060
         Total Current Liabilities     6,203
         Total Shareholders' Equity   $4,230

Included in the audited financial statements is a $113 million
increase in the deferred income tax provision for fourth quarter
and full-year 2004 from previously announced results.  MCI's
income tax accounting in 2004 had significant complexity due to
fresh start accounting, impairment of assets, cancellation of
indebtedness, a significant reduction in the number of legal
entities within MCI's consolidated group and various tax
contingencies that are described in MCI's filing with the SEC.

While finalizing its financial statements, the Company determined
that its fourth quarter tax provision would need to be increased
from the $415 million it previously reported in its earnings
announcement to $528 million, increasing the Company's net loss in
the fourth quarter to $145 million.  The additional provision had
no impact on the Company's previously reported operating income or
operating income before depreciation and amortization (EBITDA) for
2004, and will have no impact on the Company's guidance for
operating income or EBITDA for 2005.  In addition, the change is
not expected to have any impact on the purchase price adjustment
mechanism in the Company's merger agreement with Verizon
Communications, Inc.

Additionally, management was required to assess the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2004.  While substantial progress has been made in
improving the Company's internal control, management identified a
material weakness in the Company's internal control over
accounting for income taxes.  Management has already taken, and
will continue to take, significant steps to remedy the weakness,
including:

    * hiring a new Vice President of Tax;

    * hiring additional full time tax accounting staff;

    * increased use of third party tax service providers for the
      more complex areas of the Company's  income tax accounting;
      and

    * increased formality and rigor of controls and procedures
      over accounting for income taxes.

As a result of other procedures put in place to improve the
reliability of its accounting for income taxes, management
believes that the consolidated financial statements included in
its full-year 2004 financials, as well as the financial statements
for each quarter in 2004, as previously reported, are fairly
stated in all material respects.

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.


MILLER EXCAVATING: Case Summary & List of Known Creditors
---------------------------------------------------------
Debtor: Miller Excavating Service, Inc.
        421 Almedia Road
        St. Rose, Louisiana 70087

Bankruptcy Case No.: 05-11993

Chapter 11 Petition Date: March 18, 2005

Court: Eastern District of Louisiana

Judge: Jerry A. Brown

Debtor's Counsel: Marion D. Floyd, Esq.
                  1213 Williams Boulevard, Suite A
                  Kenner, Louisiana 70062
                  Tel: (504) 467-3010
                  Fax: (504) 467-3020

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Known Creditors:

   Entity                            Claim Amount
   ------                            ------------

AmSouth Leasing                        Unknown
P.O. Box 11407
Birmingham, AL 35246

Bank One                               Unknown
201 St. Charles Ave.
New Orleans, LA 70170

Christopher S. Mann, Esq.              Unknown
for Wood Resources, Inc.
Jones Walker
201 St. Charles Ave.
New Orleans, LA 7017005100

Internal Revenue Service               Unknown
600 S. Maestri Pl
Stop 59
New Orleans, LA 70130

John Deere Capital Corp.               Unknown
6400 NW 86th St.
Johnston, IA 50131

Kent Enterprises                       Unknown
P.O. Box 195
Fluker, LA 70436

La. Dept. of Revenue                   Unknown
1418 Tiger Dr.
P.O. Box 1429
Thibodaux, LA 70302

Nortrax                                Unknown
10110 Daradale Ave.
Baton Rouge, LA 70816

Regions Bank                           Unknown
Commercial Loans
Dept. 2521
P.O. Box 2153
Birmingham, AL 35287

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


MIRANT: 9th Circuit Remands Suit Under Clayton Act to Dist. Court
-----------------------------------------------------------------
On April 15, 2002, the California Attorney General, Bill Lockyer,
filed a civil lawsuit against Mirant, Mirant Americas, Inc.,
Mirant Americas Energy Marketing and several Mirant Americas
Generation subsidiaries in the United States District Court for
the Northern District of California.

The lawsuit alleges that the acquisition and possession of the
Potrero and Delta power plants by subsidiaries of Mirant Americas
Generation has substantially lessened, and will continue to
substantially lessen, competition in violation of the Clayton Act
of 1914, as amended and the California Unfair Competition Act.

The Attorney General seeks equitable remedies in the form of
divestiture of the plants and injunctive relief, as well as
monetary damages in unspecified amounts to include disgorgement
of profits, restitution, treble damages, statutory civil
penalties and attorney fees.

On March 25, 2003, the California District Court dismissed the
Attorney General's state law claims and his claim for damages
under the Clayton Act, but did not dismiss the claims for
divestiture.

Mirant filed for bankruptcy protection in July 2003.
Subsequently, Mirant moved in the Bankruptcy Court for an order
modifying the automatic stay to allow three suits, including two
previous brought by the Attorney General to proceed in the Ninth
Circuit, where they were then pending on appeal.  The Bankruptcy
Court granted Mirant's request, but did not determine whether the
appeals were, in fact, subject to the automatic stay.  Instead,
the Bankruptcy Court granted the request and modified the stay
only "to the extent necessary and applicable."

Mirant also filed a "Suggestion of Stay" in the California
District Court, advising the court to "take . . . notice that
. . . actions taken in violation of the [automatic] stay are
void" and may result in the "imposition of sanctions by the
Bankruptcy Court."  The "Suggestion of Stay" did not explicitly
argue that the Attorney General's Clayton Act suit was subject to
the automatic stay, nor did it request that the district court
determine the automatic stay's applicability.

The Attorney General argued that the suit was exempt from the
automatic stay because it sought to enforce California's "police
or regulatory power" within the meaning of Section 362(b)(4) of
the Bankruptcy Code.  Without taking a position on the
applicability of Section 362(b)(4), Mirant urged the District
Court to exercise its discretionary power to stay the action.

The California District Court declined to decide whether the
Attorney General's suit came within Section 362(b)(4).  On
December 3, 2003, the District Court granted a stay pursuant to
Landis v. North American Co., 299 U.S. 248 (1936), pending the
resolution of Mirant's Chapter 11 cases.

In its decision, the California District Court relied on three
factors in granting the stay.  The District Court found that its
jurisdiction to determine the scope of the "police or regulatory
power" exception under Section 362(b)(4), and hence the
applicability of the automatic stay, was doubtful under Celotex
Corp. v. Edwards, 514 U.S. 300 (1995), and In re Gruntz, 202 F.3d
1074 (9th Cir. 2000) (en banc).  The District Court also found
that the applicability of Section 362(b)(4) raised unsettled
questions of law.  The District Court also noted that the stay
was "efficient for [its] docket," and that it was "the fair and
practical course for the parties."

The Attorney General appealed the ruling to the Court of Appeals
for the Ninth Circuit.

                   9th Circuit Remands Lawsuit

On February 10, 2005, the Ninth Circuit vacated the stay and
remanded the proceeding to the California District Court.  The
Ninth Circuit finds that the District Court had jurisdiction to
determine whether the automatic stay applied to the Attorney
General's suit.  The Ninth Circuit holds that the Attorney
General's suit comes within the "police or regulatory power"
exception of Section 362(b)(4).  The Ninth Circuit further holds
that a Landis stay is not justified.  Accordingly, the Ninth
Circuit vacated the stay and remanded the case to allow the
Attorney General's suit to proceed on the merits.

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


MIRANT CORP: Wants to Enter into New Trading Contracts
------------------------------------------------------
In August 2003, Mirant Corporation and its debtor-affiliates
sought and obtained the U.S. Bankruptcy Court for the Northern
District of Texas' authorization to assume prepetition trading
contracts and provide an adequate protection package in favor of
trading counterparties pursuant to the Final Trading Order.

In November 2003, the Court issued an order requiring the Debtors
to conduct trading and marketing activities and further comply
with the terms and provisions of the amendment to the Global Risk
Management Policy.  The Amended Risk Management Policy (i)
establishes clear definitions and protocols by which the Debtors
may engage in asset hedging, marketing and optimization
activities, and (ii) formalizes the creation of a legacy
portfolio containing certain existing transactions that have been
deemed to be non-strategic to the Debtors.

In August 2004, the Court amended and restated the Final Trading
Order.

                     New Trading Contracts

The Debtors ask the Court for permission to enter into new
postpetition trading contracts with a small group of
counterparties that contain these additional provisions:

   (a) If any or all provisions of the Amended Final Trading
       Order are stayed, modified in a manner adverse to a New
       Counterparty or vacated, or the Amended Final Trading
       Order otherwise terminates, the stay, modification,
       vacation, or termination will not affect the right of a
       New Counterparty to exercise remedies pursuant to the New
       Trading Contract; and

   (b) The automatic stay provisions of Section 362 of the
       Bankruptcy Code are vacated and modified to the extent
       necessary to allow immediate and unconditional enforcement
       of remedies by any New Counterparty upon the occurrence
       of any default under the New Trading Contracts by the
       Debtors and the New Counterparties' rights will not be
       modified, stayed, avoided or otherwise limited by order of
       the Bankruptcy Court or any court proceeding under the
       Bankruptcy Code.  The Debtors waive the automatic stay
       provisions of Section 362 and will not seek relief,
       including without limitation under Section 105(a), to the
       extent that any relief would in any way restrict or impair
       the rights of any New Counterparty under the New Trading
       Contracts.  The waiver, however, will not preclude the
       Debtors from contesting whether a default has occurred
       under any New Trading Contract.

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
states that the New Trading Contracts include, and are limited
to, only those contracts that:

   (a) are "forward contracts," "commodity contracts" and "swap
       agreements" as defined in Sections 101 or 761;

   (b) are with New Counterparties that are "forward contract
       merchants" pursuant to Section 101(26) or are otherwise
       entitled to the benefits of Sections 555, 556, 559, or
       560; and

   (c) provide for liquidation or termination by a "forward
       contract merchant," "commodity broker," or "swap
       participant" under Sections 556 or 560 because of a
       condition of the kind specified in Section 365(e)(1).

The Amended Final Trading Order furnishes certain protections to
particular counterparties that are not explicitly extended to the
New Counterparties.  The Amended Final Trading Order contains
language substantially similar to the Additional Protection
Provisions that is applicable solely to postpetition trading
contracts that are modified by certain postpetition assurance
agreements.

On the other hand, the New Trading Contracts involve, but are not
limited to:

   -- counterparties that may have never had trading contracts
      with the Debtors or did not have trading contracts at
      the Petition Date;

   -- existing counterparties that did not terminate but did not
      execute a Prepetition or Postpetition Assurance Agreement;
      or

   -- old counterparties that have previously terminated trading
      contracts with the Debtors.

The New Trading Contracts are within the scope of and in
compliance with both the Amended Final Trading Order and the
Amended Risk Management Policy.

                 Protection Already Provided in
                      Sections 556 and 560

The automatic stay does not prohibit the "safe harbor provisions"
under Sections 556 and 560, which grant with respect to a debtor
under protection of the Bankruptcy Code the right of a counter-
party to certain types of commodities, derivatives, and similar
contracts to cause the liquidation or termination of the
contracts.

Mr. Phelan assures the Court that permitting a counterparty to
liquidate or terminate, notwithstanding Section 362, allows the
counterparty to cover its positions with the trading debtor,
thereby avoiding risk of non-performance and providing a degree
of certainty that is necessary for the commodities markets to
function efficiently.

             Non-ordinary Course Transactions Under
                      Sections 105 and 363

The Amended Final Trading Order grants the Debtors the authority
to enter into New Trading Contracts with New Counter-parties
"after the Petition Date in the ordinary course of business
without further order of the Court . . . and to engage in Trading
Activities pursuant thereto . . ."

Sections 105 and 363, moreover, mandate that the Debtors continue
their trading activities without further Court order.

Mr. Phelan explains that given the confidential nature of the New
Trading Contracts and the flexibility required by the Debtors
given the fluctuation of market conditions, it would be
impracticable and counterproductive to require the Debtors to
seek approval of the contacts.  It is, thus, essential to the
Debtors' continuing business operations that the Court authorize
the Debtors' entry into the New Trading Contracts without further
order.

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


NANOPIERCE TECH: Losses & Deficit Trigger Going Concern Doubt
-------------------------------------------------------------
NanoPierce Technologies reported a $423,862 net loss of for the
six months ended December 31, 2004, and an accumulated deficit of
$23,055,565 as of December 31, 2004.  The Company has not
recognized any revenues from its business operations.

These factors raise substantial doubt about the Company's ability
to continue as a going concern.

In NanoPierce Technologies' last Annual Report for the fiscal year
ended June 30, 2004, the Independent Registered Public Accounting
Firm, GHP Horwath, P.C., raises substantial doubt about the
Company's ability to continue as a going concern.

To address its liquidity needs, the Company is relying on cash
received from an equity placement that occurred in January 2004,
of which the Company received approximately $1.8 million, net of
offering costs, upon the issuance of restricted common stock.  The
Company is using these funds to support operations and for
possible business acquisitions.

Currently, the Company does not have a revolving loan agreement
with any financial institution, nor can the Company provide any
assurance it will be able to enter into any such agreement in the
future, or be able to raise funds through a further issuance of
debt or equity in the Company.

Nanopierce Technologies, Inc. (NPCT : OTC BB), is a Denver-based
technology company which owns the revolutionary and powerful,
world class Nanopierce Interconnect Technology.  The Company owns
ten patents, has seven patent applications pending, two patent
applications in preparation, trade names and trade secrets, as
well as other intellectual properties relating to this Technology.


NAVARRE CORP: Moody's Places B3 Rating on $125M Sr. Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service assigned the debt rating of B3 to the
prospective senior unsecured debt issue of Navarre Corporation.
The debt is being issued to finance the cash portion of Navarre's
acquisition of FUNimation as well as provide liquidity to the
company.

These ratings were assigned:

   * Senior implied of B2;
   * Senior unsecured issuer rating of B3;
   * $125 million senior unsecured notes maturing 2012 rated B3;
   * Speculative Grade Liquidity Rating of SGL-2.

The rating outlook is stable.

The ratings reflect the risks associated with Navarre's
transformation to a business model which puts greater emphasis on:

   1. publishing away from the legacy distribution business;

   2. M&A integration and execution risks for the FUNimation
      acquisition, the company's biggest acquisition made thus
      far;

   3. reliance on key management personnel for both existing
      businesses and FUNimation;

   4. low barriers to entry to Navarre's relatively small
      distribution business; and

   5. concentration risks both on the customer and vendor side for
      its distribution business.

The ratings are supported by:

   1. Navarre's track record in organically growing its
      distribution  business;

   2. relatively smooth integrations of the previous two
     acquisitions in publishing over the past 3 years;

   3. adequate pro forma credit metrics with EBIT interest
      coverage exceeding 3.5x and debt to EBITDA at 2.3x;

   4. Moody's expectation that Navarre's stand-alone business
      could support debt service at interest coverage greater
      than 1.5x; and

   5. the company's record of healthy gross margins.

The stable outlook reflects the likelihood that Navarre will not
be able to de-lever in the near-term as a result of its current
debt terms.  The notes are non-callable for four years.  The
ratings or outlook could rise if the company raises equity or
begins generating significant free cash flow to be used to de-
lever the balance sheet.  Ratings could fall if the company's
liquidity declines or if the company's financial results suffer as
a result of poor integration of the FUNimation acquisition.

Navarre's acquisition of FUNimation reflects the company's
continuing strategy of aggregating content to be sold through its
distribution operations.  Publishing operations, specifically
FUNimation, have higher margins than traditional distribution but
carry greater risk because up-front investments must be made to
acquire content that may fail to generate market demand.  The
ratings also incorporate the risk that additional acquisitions
would likely be made to further the company's aggregation
strategy, in which the company may overpay for properties or
simply misidentify property potential.  The acquisition of
FUNimation will add revenue of $70 million, or 12%, to Navarre's
existing revenue.

FUNimation is highly dependent on key management personnel, which
are critical to generating new license agreements with original
anime content producers in Japan.  The loss of those management
personnel would likely negatively impact the operations of
FUNimation and its ability to secure future anime licenses in the
future.  However, Moody's notes that key licensing agreements have
or will have been transferred to Navarre and will not expire for
the next several years.  The recent volatility in FUNimation's
revenue highlights the risks associated with reliance on key
properties such as DragonBall and Yu-Gi-Oh!

Approximately 70% of Navarre's distribution sales are from PC
software, with concentration in anti-virus products.  This allows
the company to occupy a market segment, software distribution to
the retail market, which is currently not the key focus of some of
its larger competitors.  Though the company has had a track record
of consistently generating organic revenue growth, barriers to
entry in this niche market segment are not high, especially for
other distributors that are larger in size and scale.

Navarre is able to generate a gross margin in excess of 10%,
consistently higher than those of its larger competitors due to
the profile of its vendors; however, operating margins are thin,
reflecting the lack of scale due to the small size of its
distribution business.  Nonetheless, the company's stand-alone
operating profit is expected to cover debt service at about 1.5x.
FUNimation's profit contribution would raise the company's
interest coverage to greater than 3.5x.  Pro forma leverage is
reasonable at 2.3x fiscal 2005 EBITDA.

The speculative grade liquidity rating of SGL-2 reflects good
liquidity.  Moody's anticipates that the company will have cash
balances exceeding $20 million following the notes offering and
acquisition.  Backup liquidity is provided by a $40 million
revolving credit facility, anticipated to be raised to $75 million
as part of the acquisition.  Moody's expects Navarre to generate
neutral to positive free cash flow in fiscal 2006 because Moody's
expects that the company will not have to invest in working
capital significantly following the increase in accounts
receivable and inventories in fiscal 2005.

The unsecured notes are notched one below the senior implied
rating due to the notes' subordinate position below the company's
unrated revolving credit facility, which is secured by
substantially all the company's tangible and intangible assets.
The revolving credit facility is expected to be used only for
seasonal working capital needs as well as to fund additional
acquisition activity.

Navarre, headquartered in New Hope, Minnesota, is a provider of
information technology distribution and media publishing services.
Revenues were approximately $600 million for the latest twelve
months ended December 31, 2004.


NEXSTAR BROADCASTING: Moody's Puts B3 Rating on $75M Sr. Sub. Debt
------------------------------------------------------------------
Moody's Investors Service assigned B3 ratings to Nexstar
Broadcasting, Inc.'s proposed $75 million add-on offering of 7%
senior subordinated notes due 2014.  In addition, Moody's affirmed
the existing ratings, including the B1 senior implied, and
negative outlook.

Nexstar will use the proceeds of the transaction in combination
with its senior secured bank facilities to redeem its $160 million
of 12% senior subordinated notes due 2008.  Nexstar's ratings and
negative outlook continue to reflect the risks posed by the
company's still high debt capitalization, the potential for
additional acquisitions, as well as the increased capital
expenditure requirements given the company's limited approach to
digital upgrades and Moody's expectations of a less robust
advertising market in 2005.

These factors remain slightly offset by the potential for further
operating margin improvement with the integration of developing
stations. For additional information, please refer to the press
release issued on March 16, 2005.

These ratings have been affirmed:

Nexstar Holdings, Inc.:

  -- Caa1 rating for the 11.375% senior discount notes due 2013,

  -- Caa1 issuer rating, and

  -- B1 senior implied rating.

Nexstar Broadcasting, Inc. (including Mission Broadcasting):

  -- Ba3 rating for the $430 million senior secured term loans due
     2012,

  -- Ba3 rating for the $100 million revolving credit facilities
     due 2012,

  -- B3 rating for the $125 million of subordinated notes due
     2014, and

  -- B3 rating for the $160 million of subordinated notes due 2008
    (Tender in Process)

In addition, Moody's assigned a B3 rating to the $75 million
senior subordinated add-on notes.

The rating outlook remains negative.

The B3 senior subordinated notes rating reflects their contractual
subordination to the $455 million in senior secured credit
facilities, as well as the benefit of subsidiary and parent
guarantees.

Nexstar Broadcasting, based in Irving, Texas, owns and operates
and provides services to 46 television stations in 27 markets and
reaches approximately 7.4% of the U.S. television households.


OWENS CORNING: Seeking Creditors' Compromise in Plan Confirmation
-----------------------------------------------------------------
In its Annual Report for 2004, Owens Corning said that while it
will look for any opportunity to engage its creditors in
settlement discussions, the Company believes that it will be
difficult to reach a Consensual Plan until the issues of
substantive consolidation and the value of its asbestos liability
are finally resolved.

David T. Brown, Owens Corning's President and Chief Executive
Officer, relates that an external factor that has weighed heavily
on the negotiations among the various creditor groups was the
proposed Federal asbestos reform legislation that was pending in
the Senate for much of 2003 and 2004.  The Company's non-asbestos
creditors have believed that the FAIR Act would reduce the amount
of asbestos liability owed by the Company, and would therefore
potentially increase the recoveries of non-asbestos creditors.
While the FAIR Act did not pass in 2004, there have been ongoing
discussions within the Senate regarding the possible introduction
of a new version of the Fair Act in 2005.  "We cannot currently
predict whether the FAIR Act will ultimately be enacted or, if
enacted, what impact it would have on our creditors.  However, as
long as it remains possible that it could be enacted into law, it
is likely to remain a factor in the negotiations among our
various creditor groups," Mr. Brown says.

Owens Corning's going forward strategy continues to be two-fold:

    (1) look for a compromise that will result in a Consensual
        Plan supported by all of our creditors, and

    (2) in the absence of a Consensual Plan, proceed as quickly as
        possible to confirm our Plan of Reorganization even if it
        does not have the support of all creditor groups and
        emerge from Chapter 11.

Mr. Brown informs the Securities and Exchange Commission that the
Asbestos Claimants Committee and the Asbestos Futures
Representative continue to be co-plan proponents with Owens
Corning with respect to the Plan of Reorganization.  "While there
are other non-asbestos creditors who also support our Plan, there
continues to be those who have objections to it, including the
holders of our bank debt.  While we can emerge from Chapter 11
and discharge our current and future asbestos liability without
the support of non-asbestos creditors, we continue to believe
that a Consensual Plan will allow us to emerge more quickly.  At
this time, however, we cannot predict when the Company will be
able to confirm its Plan of Reorganization and successfully
emerge."

Throughout 2004, Mr. Brown notes, Owens Corning profitably grew
its business while operating in Chapter 11.  "For the foreseeable
future, we do not believe that continuing to operate in Chapter
11 will inhibit our ability to successfully run and grow our
business."

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)


OWENS-ILLINOIS: Edward White Succeeds Thomas Young as CFO
---------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) named Edward C. White as chief
financial officer, succeeding Thomas L. Young.

"We are pleased to have an executive with Ed's breadth and
experience ready to assume this key leadership role in the firm.
His in-depth understanding of our global business, customers,
markets, strategy, core priorities, and organization will ensure a
seamless transition for O-I," said Steve McCracken, O-I Chairman
and CEO.  "Ed will bring continuity to O-I's financial turnaround
and transformation strategies which will enable a continued focus
on near-term execution, with particular emphasis on ongoing
efforts to complete the integration and synergy work in Europe."

Mr. White joined O-I in 1973 and has held several key assignments
in the financial area including corporate controller and senior
vice president of finance and administration as well as roles in
commercial and operational functions.  In 1999, Mr. White was
elected a corporate officer of the Company and in 2003 was
promoted to senior vice president of the Company.  Most recently,
Mr. White served as director of sales and marketing for Europe,
after a period of leadership on the European Integration team.

                        About the Company

Owens-Illinois is the largest manufacturer of glass containers in
the world, with leading positions in Europe, North America, Asia
Pacific and South America.  O-I is also a leading manufacturer of
health care packaging and specialty closure systems.

                         *     *     *

As reported in the Troubled Company Reporter on March 2, 2005,
Fitch Ratings has affirmed the ratings for Owens-Illinois
(NYSE: OI) and revised the Rating Outlook to Positive from Stable.

Current ratings are:

    -- Senior Secured Credit Facilities 'B+';
    -- Senior Secured Notes 'B';
    -- Senior Unsecured Notes 'CCC+';
    -- Convertible Preferred Stock 'CCC'.

At the same time, Fitch assigned a 'CCC' rating to OI's senior
subordinated notes.  OI assumed BSN's senior subordinated
debentures, 10.25% due 2009 and 9.25% due 2009, at the time of the
BSN acquisition.  During the fourth quarter of 2004, OI's wholly
owned subsidiary Owens-Brockway issued 6.75% senior unsecured
notes due 2014 to refinance a large portion of BSN's subordinated
notes and to repurchase a substantial portion of OI's 7.15% notes
due 2005.

The ratings affect approximately $5.8 billion of debt and
preferred securities.


PARMALAT GROUP: Citigroup Seeks Discovery in New Jersey Action
--------------------------------------------------------------
Citigroup, Inc., Citibank, N.A., Vialattea LLC, Buconero LLC, and
Eureka Securitisation plc, ask Judge Drain of the U.S. Bankruptcy
Court for the Southern District of New York to lift the
Preliminary Injunction Order entered in Parmalat Finanziaria
S.p.A.'s ancillary proceeding under Section 304 of the Bankruptcy
Code.

The Citigroup Defendants want to assert counterclaims against
Finanziaria's extraordinary administrator, Dr. Enrico Bondi.  The
Citigroup Defendants also want to conduct discovery of
Finanziaria and the other Foreign Debtors in connection with a
pending action Dr. Bondi filed against the Defendants in a New
Jersey superior court, to the extent permitted by law.

Madlyn Gleich Primoff, Esq., at Kaye Scholer LLP, in New York,
reminds Judge Drain that although a Section 304 Injunction is
typically intended to relieve a debtor from having to defend
itself against claims in multiple forums around the United
States, by contrast, it is the Foreign Debtors that have
initiated multiple lawsuits across the country involving common,
underlying factual and legal elements.  The Foreign Debtors
elected to sue in multiple jurisdictions to increase its chances
for a favorable result, impede coordination efforts, and thwart
any attempt at a streamlined adjudication.

Citigroup and the other New Jersey Defendants assert that the
Preliminary Injunction operates wrongfully to deprive them of
fundamental due process and other substantive and procedural
rights like the rights to assert counterclaims and take discovery
in the New Jersey Action.  In the interests of justice and fair
play, the Bankruptcy Court should not facilitate a process
wherein the Foreign Debtors are entitled to pursue the NJ
Defendants in the New Jersey Action without enabling the NJ
Defendants to fend for themselves effectively.

The NJ Defendants point out that, having availed of the U.S.
Courts, the Foreign Debtors should not be shielded from
counterclaims and discovery.  In addition, the Preliminary
Injunction Order is overbroad and must be modified to permit the
NJ Defendants to answer the Foreign Debtors' meritless claims.

Ms. Primoff further relates that the rights sought to be enforced
through the counterclaims to be asserted in the New Jersey Action
differ demonstrably from the rights the parties would enjoy under
Italian law.  It is plain that the Court should give effect to
U.S. law rather than Italian law because the Foreign Debtors,
having had the option of proceeding in Italy, chose to proceed
with the Action in the U.S.  Accordingly, the Foreign Debtors
should not be permitted to use the Preliminary Injunction Order
to take away the NJ Defendants' basic right to assert
counterclaims in the NJ Action.

              Finanziaria Consents to Discovery and
                     Filing of Counterclaims

The Foreign Debtors agree to a modification of the Preliminary
Injunction to allow the NJ Defendants to seek discovery in the
New Jersey Action.  The Foreign Debtors also agree that, to the
extent that a counterclaim by the NJ Defendants exists and would
be considered compulsory under New Jersey law, the NJ Defendants
should be permitted to file that counterclaim, provided that they
have not already sought the same relief in the Italian insolvency
proceeding.  To date, the NJ Defendants have not yet identified
any counterclaim.

A stipulation drafted by the NJ Defendants concedes that they
should not be permitted to file counterclaims that mirror those
claims they have already asserted, and that have been litigated,
in the Italian insolvency proceeding.  Allowing those claims to
be reasserted in U.S. court would undermine the goal of Section
304, which is to funnel all claims against the foreign estate
into the foreign insolvency proceeding.

The Foreign Debtors, however, want the NJ Defendants to inform
them and the Bankruptcy Court of the counterclaims the NJ
Defendants intend to assert, and allow the parties to stipulate
to any proposed modification of the injunction.  This procedure
both furthers the goal of Section 304 to avoid piecemeal claims
against the foreign estate and protects the NJ Defendants from
unfair treatment.  To the extent that the NJ Defendants have
created a time crunch by waiting until days before their answer
is due, they should explain why they did not raise the issue in
December when Grant Thornton International and Bank of America,
N.A., sought similar relief.  In any event, the Foreign Debtors
will agree to any reasonable extension of the NJ Defendants' time
to assert counterclaims in New Jersey to institute this
procedure.

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)


PEI HOLDINGS: Moody's Withdraws Low-B Ratings After Tender Offer
----------------------------------------------------------------
Moody's withdrew all ratings on PEI Holdings, Inc., following the
company's successful tender offer for the senior secured notes,
previously rated B1.  Moody's does not rate the newly issued
convertible senior subordinated notes.

Ratings actions are:

   * 11% senior secured notes due 2010 - WR (formerly B1)
   * Senior implied rating - WR (formerly B1)
   * Senior unsecured issuer rating - WR (formerly B3)

Playboy Enterprises is a brand-driven, international multimedia
entertainment company that:

   1. publishes Playboy magazine;

   2. operates Playboy and Spice television networks and
      distributes programming globally via DVD and a network of
      Web sites including Playboy.com; and

   3. licenses the Playboy and Spice trademarks internationally
      for a range of consumer products and services.


PHILLIPS-VAN: S&P Says Outlook is Positive Due to Good Portfolio
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Manhattan-based Phillips-Van Heusen Corp., to positive from
stable.  Existing ratings on the company, including the 'BB'
corporate credit rating, were affirmed.

"The outlook revision reflects the significant progress that PVH
made in improving operating results and credit protection measures
in 2004, and our belief that continued gains could lead to a
higher rating in the future," explained Standard & Poor's credit
analyst Diane Shand.  "Ratings reflect the company's participation
in the highly competitive apparel retailing industry, as well as
the inherent cyclicality and fashion risk of the industry.  These
risks are somewhat mitigated by the company's portfolio of well-
known brand names, its leading position in the men's dress shirt
market, and a diversified base of distribution."

PVH saw consolidated operating income jump by 23% to $195 million
in 2004 as a result of strength in its wholesale dress shirt and
sportswear business, the rationalization and contraction of its
retail business, more full-price selling, and a 24% increase in
operating earnings from its Calvin Klein Inc., licensing segment.
Operating margins for the consolidated company increased to 14.7%
in 2004 from 12.4% in 2003; EBITDA coverage of interest increased
to 3.5x from 2.7x; and debt leverage declined to 3.1x from 4.0x.
Return on capital was a satisfactory 13%.

Standard & Poor's expects that PVH will show moderate revenue
growth in 2005, helped by increases in licensing revenue from CKI
and Arrow, as well as continued strength in its dress shirt and
sportswear business.  In addition, we expect margins to expand
because of the growth of the company's high-margin licensing
businesses and good inventory controls.  Further, we do not expect
PVH to be materially affected by the merger of Federated
Department Stores Inc., and May Department Stores Co., The two
companies comprise about 12% of PVH's revenues. Although the
merger will likely result in some store closings, PVH's
multibrand, multichannel strategy should enable it to continue to
moderately increase sales.


PLY GEM: Lenders Waive Covenant Defaults Through April 2005
-----------------------------------------------------------
Ply Gem Holdings, Inc., a leading manufacturer of residential
exterior building products in North America, reported fourth
quarter 2004 net sales of $181.4 million, a 61.4% increase over
the $112.4 million for the same period in 2003.  For the combined
and consolidated year ending December 31, 2004, net sales were
$626.6 million or 17.9% higher than the $531.4 million of net
sales for the year ending December 31, 2003.  The results for 2004
include the operations of the Company's subsidiary, MWM Holdings,
Inc., which was acquired by Ply Gem on August 27, 2004.
MW contributed $63.1 million of net sales for the fourth quarter
and $92.3 million of net sales for the year ending December 31,
2004.

Operating earnings for the fourth quarter of 2004 were
$11.3 million compared to $9.3 million for the fourth quarter of
2003.  For the full year ending December 31, 2004, operating
earnings were $62.2 million compared to $50.7 million for the year
ending December 31, 2003.  MW contributed $5.6 million of
operating earnings for the fourth quarter and $9.6 million of
operating earnings for the year ending December 31, 2004.

Net loss for the fourth quarter of 2004 was $1.1 million compared
to $0.4 million for the fourth quarter 2003.  For the full year
ending December 31, 2004, net income was $14.3 million (which
included $1.5 million of after tax impact of a foreign currency
gain), compared to $10.1 million for the full year ending Dec. 31,
2003.  Net income for the fourth quarter of 2004 and the full year
ending December 31, 2004 included $0.5 million and $1.5 million of
after tax impact of a foreign currency gain, respectively.  Net
income in 2003 did not include any currency translation gains or
losses.

Adjusted EBITDA for the fourth quarter 2004 was $19.0 million
compared to $13.2 million for the fourth quarter of 2003.  For the
full year ending December 31, 2004, Adjusted EBITDA was $83.7
million compared to $67.1 million for the full year ending
December 31, 2003.  MW contributed $8.2 million of Adjusted EBITDA
for the fourth quarter of 2004 and $13.0 million of Adjusted
EBITDA for the period from August 27, 2004 to December 31, 2004.
Adjusted EBITDA for all periods presented excludes currency
translation gain.

Lee D. Meyer, President and CEO, said "Ply Gem's fourth quarter
results reflect our Company's continued strengths in the market
place while at the same time dealing with unprecedented cost
increases in PVC resin, aluminum and other materials/services."

Mr. Meyer continued, "During 2004, Ply Gem has created a strong
synergistic platform for the future.  Our strong partnerships with
our customers, growing customer base and low cost manufacturing
position will be key to our future success."

On Feb. 12, 2004, Ply Gem Investment Holdings, Inc., through its
wholly-owned subsidiary Ply Gem Holdings, Inc., acquired all of
the outstanding shares of capital stock of Ply Gem Industries,
Inc., in accordance with a stock purchase agreement entered into
among Ply Gem Holdings, Inc., Nortek and WDS LLC on Dec. 19, 2003,
for aggregate consideration of approximately $560.0 million,
subject to a working capital adjustment and less net assumed
indebtedness of $29.6 million, and the aggregate value of certain
stock options cancelled or forfeited in conjunction with the Ply
Gem Acquisition.  Prior to February 12, 2004, Ply Gem Holdings,
Inc. had no operations.

On Aug. 27, 2004, Ply Gem Industries, Inc., acquired all of the
outstanding shares of MWM Holdings, Inc., in accordance with a
stock purchase agreement entered into among Ply Gem Industries,
Inc., and Investcorp, on July 23, 2004, for aggregate
consideration of approximately $320.0 million, subject to a
working capital adjustment and the aggregate value of certain
stock options cancelled or forfeited in connection with the MW
Acquisition.

                Lenders Waive Covenant Defaults

On Aug. 27, 2004, Ply Gem entered into a sale and leaseback
transaction with net proceeds of approximately $36.0 million being
used to fund a portion of the acquisition of MW Manufacturers Inc.
It was the Company's intention that these leases meet the criteria
for a sale leaseback transaction and receive accounting treatment
as operating leases.  Therefore, in addition to the Company's own
review, its auditors review the leases to ensure that these would
be accounted for as operating leases, and not as financing
obligations.  Following these reviews, the original lease
agreements were executed and treated as a sale leaseback
transaction and were accounted for as operating leases in the
Company's third quarter 2004 results.  Subsequently, the Company's
auditors said that for the periods from Aug. 27, 2004, through
Oct. 2, 2004 (Ply Gem Holdings, Inc.'s third quarter) and from
Oct. 3, 2004, to Dec. 31, 2004, and Jan. 1, 2005, until an amended
lease becomes effective, these leases did not meet the sale
leaseback criteria.  The primary discrepancy that has been
identified in the leases relates to default and exchange
provisions contained within the original leases.  Therefore, as of
Dec. 31, 2004, and the Company's third quarter ended Oct. 2, 2004,
approximately $36 million of land and buildings and the related
financing obligation have been recorded on the balance sheet.

The Company said it is now working with its leasing company to
make the necessary lease modifications in order to qualify for
sale leaseback treatment and be prospectively accounted for as
operating leases after amended leases are executed.  Because this
resulted in a default of certain debt covenants under Ply Gem's
credit agreement, Ply Gem has requested and received a waiver from
the Company's lenders that provides that these leases shall not
constitute indebtedness under Ply Gem's credit agreement for the
restriction on indebtedness covenant and any lien in connection
with such leases shall not constitute a lien for the purposes of
the restriction on liens covenant through April 30, 2005, and only
so long as these leases do not represent more than an aggregate of
$36.0 million of capital lease obligations.  The impact of the
correct lease accounting on our third quarter ended Oct. 2, 2004,
net earnings would have been less than $50,000, however due to the
impact of this issue on our third quarter balance sheet, the
Company will include a revised third quarter 2004 balance sheet in
its Annual Report on Form 10-K for the year ended Dec. 31, 2004.

                        About the Company

Ply Gem Industries, Inc. -- http://www.plygem.com/-- is a leading
manufacturer of residential exterior building products. The
company sells a broad range of vinyl siding, vinyl and wood
windows, aluminum trim coil, aluminum siding and accessories, and
vinyl and composite fence, railing and decking products. Ply Gem
is a wholly-owned subsidiary of Ply Gem Holdings, Inc., which is
controlled by affiliates of Caxton-Iseman Capital.


POTLATCH CORP: Annual Shareholders Meeting Scheduled for May 2
--------------------------------------------------------------
The Annual Meeting of Stockholders of Potlatch Corporation will be
held at the Hotel Lusso, North One Post Street, Spokane,
Washington, on Monday, May 2, 2005, at 10:00 a.m. local time.
The meeting is being held to:

   (1) elect three Directors to the Potlatch Corporation Board of
       Directors;

   (2) act upon a proposal to amend Potlatch Corporation's
       Restated Certificate of Incorporation to eliminate the
       time-phased voting provisions;

   (3) approve the Potlatch Corporation 2005 Stock Incentive Plan;

   (4) ratify the selection of KPMG LLP as Potlatch Corporation's
       independent auditor for 2005;

   (5) if properly presented at the meeting, act on one
       stockholder proposal as described in the Company's proxy
       statement;

   (6) transact any other business that properly comes before the
       meeting.

The Potlatch Board of Directors has selected March 14, 2005, as
the record date for determining stockholders entitled to notice of
the meeting, and to vote at the meeting, and at any adjournment or
postponement.

A copy of the Stock Incentive Plan is available for free at:

    http://sec.gov/Archives/edgar/data/79716/000119312505037152/dex10c.htm

Potlatch Corporation owns and manages approximately 1.5 million
acres of timberlands and operates 13 manufacturing facilities.
The Company's timberland and all of its manufacturing facilities
are located within the continental United States, primarily in
Arkansas, Idaho, Minnesota and Nevada.  The Company is engaged
principally in growing and harvesting timber and converting wood
fiber into two broad product lines: (a) commodity wood products;
and (b) bleached pulp products.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Fitch Ratings removed Potlatch Corporation from Rating Watch
Evolving and affirmed the company's senior unsecured debt ratings
at 'BB+' and the senior subordinated ratings at 'BB'.

Fitch revised the Rating Outlook to Stable.


PRIME CAMPUS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Prime Campus Housing, LLC
        11422 Miracle Hills Drive, Suite 400
        Omaha, Nebraska 68154

Bankruptcy Case No.: 05-50311

Chapter 11 Petition Date: March 21, 2005

Court: Northern District of Texas (Lubbock)

Judge: Robert L. Jones

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  Goodrich, Postnikoff & Albertson
                  777 Main Street, Suite 1360
                  Fort Worth, Texas 76102
                  Tel: 817-347-5261

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mission Housing Management    Open account                $8,866
4101 Highway 29 West
Georgetown, TX 78628

Midtown Printing & Graphic    Open account                $3,110
1602 Texas Avenue
Lubbock, TX 79401

Network Lubbock               Open account                $2,485
P.O. Box 64271
Lubbock, TX 79464

Watson Sysco Food Service     Open account                $2,399

Simplex Financial Services    Open account                $1,686

Gwinn & Roby                  Open account                $1,360

Lubbock Apartment Assoc.      Open account                $1,190

Cintas Corporation            Open account                $1,039

Coca-Cola                     Open account                $1,031

Wagner Supply Company         Open account                  $766

Jo-Dee's T's & Caps           Open account                  $714

SBC                           Open account                  $592

Viking Office Products        Open account                  $572

Elevator Inspection of Texas  Open account                  $440

Ben E. Keith Foods            Open account                  $407

Intra-Focus, Inc.             Open account                  $324

J.C.'s Terminix               Open account                  $292

Bell Gandy's Dairies, Inc.    Open account                  $281

Home Depot                    Open account                  $207

Earthgrains Baking Co.        Open account                  $169


QWEST COMMS: Seeks Meeting with Monitor After MCI Halts Talks
-------------------------------------------------------------
On March 21, 2005, Qwest Communications International Inc. sent a
letter to the Board of Directors of MCI, Inc., emphasizing that
if MCI wants to maximize value to its shareholders, MCI should
seriously consider Qwest's offer:

    March 21, 2005

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

    Dear Mr. [Nicholas] Katzenbach:

         Your advisors tell us that MCI has gone "dark" and
    refuses to continue to speak with Qwest about our proposal
    made to the MCI Board on March 16 and made public on March 17.
    When granting Mr. [Michael] Capellas's request that the MCI
    Board be permitted until March 28th to respond to our
    proposal, we did not think that MCI would refuse to talk with
    Qwest during the interim.

         The straw man being propped up to explain why MCI won't
    continue what has been a fruitful exchange of information with
    Qwest is that MCI's merger agreement with Verizon prohibits
    any discussions with Qwest.  It is disturbing that Verizon and
    MCI are so concerned about allowing MCI to expeditiously and
    transparently evaluate Qwest's proposal fully that they do not
    avail themselves of the provisions in the Verizon-MCI merger
    agreement to do so.  It is beyond dispute that allowing Qwest
    and MCI to discuss Qwest's proposal during the period that the
    MCI Board of Directors is considering that proposal would be
    beneficial to all interested parties.  The Verizon-MCI merger
    agreement allows, your fiduciary duties require and fairness
    to the MCI stockholders dictate that MCI continue to talk with
    Qwest as long as the MCI Board of Directors has concluded that
    Qwest's proposal could "reasonably be expected to lead to a
    Superior Proposal."

         MCI and Qwest should immediately engage in negotiations
    to finalize the proposed merger agreement we provided to your
    advisors on March 16.  In addition, we would like to speak
    with Mr. [Richard] Breeden about his role with MCI and his
    views on the internal controls and corporate governance at
    MCI.  Moreover, we still have questions concerning the tax
    issues raised during due diligence and mentioned in MCI's
    recently filed 10k, questions we are confident can be answered
    if MCI were to resume its discussions with Qwest.

         In light of Qwest's significantly higher offer price, the
    more favorable terms of our proposed merger agreement and the
    better regulatory profile of a Qwest-MCI deal, Qwest's
    proposal goes well beyond potentially leading to a Superior
    Proposal, and, in fact, is a Superior Proposal.  The chart
    below demonstrates the financial superiority of Qwest's
    proposal:


                             Offer Comparison   Qwest Superiority
                             ----------------   -----------------
                              Qwest   Verizon
                              Offer    Offer        $       %
                             -------  -------   -------- --------
    Cash                      $10.10    $5.60   $ +4.50    +80.4
    Stock                      15.50    14.28     +1.22     +8.5
                             -------  -------   -------- --------
    Offer Value               $25.60   $19.88   $ +5.72    +28.8

    Premium (discount) to
    MCI market price
    (as of 3/18/05)             +9.2%  -(15.2)%

    Total value of offer      $8.3bn   $6.5bn   $ +1.8bn   +28.8%
                             -------  -------   -------- --------

         If the MCI Board of Directors truly wishes to evaluate
    Qwest's proposal, there is no legally valid excuse not to
    continue the exchange of information.  Verizon, who has
    released no details of the underlying benefits of its offer,
    continues in its shrill attempt to change the focus away from
    delivering maximum value to MCI shareholders, but ignores the
    one overriding issue: Qwest's offer is over 25% higher than
    Verizon's offer.

         The failure of the MCI Board to conclude that the Qwest
    proposal could "reasonably be expected to lead to a Superior
    Proposal" deprives the MCI shareholders of their right to
    maximize the value of their shares.  The MCI Board should take
    the actions necessary to maximize value to MCI shareholders
    and insure the MCI merger process is transparent and fair by
    re-engaging with Qwest.


    Sincerely,

    /s/  RICHARD C. NOTEBAERT

    Richard C. Notebaert
    Chairman & Chief Executive Officer
    Qwest Communications International Inc.

    cc:

    Mr. Richard Breeden
    Mr. Michael Capellas

                           MCI's Statement

On March 21, MCI issued a press statement explaining that:

    "Under our merger agreement with Verizon, we were limited to a
    two-week window, up until March 17, to have a dialogue with
    Qwest.  That period has expired and by honoring our agreement
    with Verizon we cannot have further dialogue with Qwest.
    After Mr. Notebaert presented to the MCI Board on March 16, it
    was mutually agreed that the MCI Board would respond by
    March 28, and they intend to do so."

                          About Qwest

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

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

                          *     *     *

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

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

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

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


SGD HOLDINGS: Creditors Must File Proofs of Claim by July 7
-----------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas set July 7, 2005, as the deadline for all creditors owed
money by SGD Holdings, Ltd., on account of claims arising prior to
Jan. 20, 2005, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
July 7 Claims Bar Date and those forms must be delivered to:

              Tawana C. Marshall
              Clerk of the Bankruptcy Court
              501 W. Tenth Street
              Fort Worth, TX 76102

The Claims Bar Date applies to all claims except for governmental
units.

Headquartered in  Addison, Texas, SGD Holdings, Ltd. --
http://www.sgdholdings.com/-- is a holding company engaged in
acquiring and developing jewelry businesses.  SGD Holdings'
principal operating subsidiary, HMS Jewelry Company, Inc., is a
national jewelry wholesaler, specializing in 18K, 14K and 10K gold
and platinum jewelry.  The Company filed for chapter 11 protection
on January 20, 2005 (Bankr. D. Del. Case No. 05-10182).  When the
Debtor filed for protection from its creditors, it estimated
$10 million in assets and estimated $50 million in debts.


SGD HOLDINGS: Section 341(a) Meeting Slated for April 8
-------------------------------------------------------
The United States Trustee for Region 6 will convene a meeting of
SGD Holdings Ltd.'s creditors at 2:00 p.m., on April 8, 2005, at
Fritz G. Lanham Federal Building, Room 7A24, located in 819 Taylor
Street in Fort Worth, Texas.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in  Addison, Texas, SGD Holdings, Ltd. --
http://www.sgdholdings.com/-- is a holding company engaged in
acquiring and developing jewelry businesses.  SGD Holdings'
principal operating subsidiary, HMS Jewelry Company, Inc., is a
national jewelry wholesaler, specializing in 18K, 14K and 10K gold
and platinum jewelry.  The Company filed for chapter 11 protection
on January 20, 2005 (Bankr. D. Del. Case No. 05-10182).  When the
Debtor filed for protection from its creditors, it estimated
$10 million in assets and estimated $50 million in debts.


SOLUTIA INC: Court Okays Kirkland's Employment on Interim Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Solutia, Inc., and its debtor-affiliates' application to
employ Kirkland & Ellis, LLP, as bankruptcy counsel on an interim
basis.

As reported in the Troubled Company Reporter on Feb. 28, 2005, the
Debtors obtained the Court's authority to employ Gibson, Dunn &
Crutcher, LLP, as counsel in their Chapter 11 cases.  While at
Gibson Dunn, Richard Cieri, Esq., was the chairperson of the
restructuring practice group and the partner responsible for the
Debtors' Chapter 11 cases.

On February 3, 2005, Mr. Cieri joined Kirkland & Ellis, LLP, as a
partner.  Thus, for continuity purposes, and based on K&E's
excellent reputation for providing premier legal services to
clients, the Debtors sought the Court's authority to employ K&E,
nunc pro tunc as of February 3, 2005, as their attorneys to
perform the legal services that will be necessary during the
remainder of these Chapter 11 cases.

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: Asks Court to Okay Work Fee Letters with Lenders
-------------------------------------------------------------
Pursuant to Spiegel, Inc., and its debtor-affiliates' Plan of
Reorganization filed on Feb. 18, 2005, Eddie Bauer Holdings, Inc.,
will become the parent company for the Eddie Bauer companies, and
the Debtors' remaining assets will be transferred to a liquidating
trust established for the benefit of the Official Committee of
Unsecured Creditors.

On the effective date of the Plan, Eddie Bauer Holdings may elect
to enter into a definitive documentation with respect to a
$300 million credit facility.  The principal terms and conditions
of the Senior Debt Facility will be included in a plan supplement
to be filed within 10 days before the Voting Deadline.  Eddie
Bauer Holdings may, however, in consultation with the Creditors'
Committee, elect not to enter into a definitive documentation
with respect to the Senior Debt Facility if it finds that
entering into the Senior Debt Facility would not be favorable to
Eddie Bauer Holdings and its shareholders.

In the event that it enters into a definitive documentation,
then, on the Effective Date, Eddie Bauer Holdings will borrow
funds, which will be distributed to holders of allowed general
unsecured claims in accordance with the terms of the Plan.

Miller Buckfire Ying & Co., the Debtors' financial advisor and
investment banker, contacted 12 major financial institutions to
solicit proposals for the Senior Debt Facility.  Miller Buckfire
distributed certain information regarding the Eddie Bauer
business to the Prospective Financing Sources and answered
preliminary questions.  Indicative proposals from the Prospective
Financing Sources for the Senior Debt Facility were submitted on
February 17, 2005.

Based on the indicative proposals and the recommendations of
Miller Buckfire, the Debtors have determined to select GE
Corporate Financial Services, Inc., Credit Suisse First Boston
LLC, and JPMorgan Chase Bank or their affiliates to finalize due
diligence for the Senior Debt Facility.

The Prospective Lenders will simultaneously complete data room
and on-site diligence.  The Debtors will request detailed term
sheets from the Prospective Lenders at the end of March 2005 to
determine the arranger, bookrunner and any other roles in the
syndicate.

The Debtors anticipate that a commitment letter for the Senior
Debt Facility will be finalized in early April 2005.

                          Work Fee Letters

The Prospective Lenders are willing to perform due diligence
under the terms and conditions of certain work fee letters.
However, the Prospective Lenders will not proceed with the due
diligence unless the U.S. Bankruptcy Court for the Southern
District of New York approves the work fee letters because they
will incur substantial fees, costs and expenses in undertaking the
due diligence.

Each of the Work Fee Letters provide:

    (i) that each Prospective Lender will be paid a $100,000 work
        fee; and

   (ii) for the indemnification of each Prospective Lender in
        connection with the engagement.

The Work Fee will be used for reasonable out-of-pocket expenses.
The Work Fee balance will be credited against closing fees in the
event that the Debtors select the Prospective Lender as the
underwriter or arranger under the Senior Debt Facility.

Miller Buckfire advised the Debtors that the terms of the Work
Fee Letters are typical for transactions similar to the Senior
Debt Facility.

By this motion, the Debtors seek Judge Blackshear's permission to
enter into and perform under the Work Fee Letters so that the
Prospective Lenders may commence the due diligence process
necessary for the Debtors to obtain the Senior Debt Facility
contemplated by the Plan.

The Debtors believe that their request is necessary to allow them
to successfully emerge from their Chapter 11 cases and to
maximize value for the benefit of their estates, their creditors,
and other interested parties.

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. 41;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: Wants Home Store Lease Disposition Protocol Set
------------------------------------------------------------
After reviewing the financial performance of each aspect of their
business, Spiegel, Inc., and its debtor-affiliates have determined
that Eddie Bauer, Inc.'s furnishings and home decor division is
financially under performing, as evidenced by the negative
comparable store sales of 15% in the retail channel and negative
year-over-year sales performance of 21% in the direct channel in
fiscal 2004.

In light of this relatively poor performance of the Home Division
and a desire to focus on its core apparel concept, Eddie Bauer's
board of directors has decided that the Home Division should be
discontinued and liquidated in its entirety.

James L. Garrity, Esq., at Shearman & Sterling, LLP, in New York,
relates that the Home Division currently operates through 34
stores as well as through Eddie Bauer's catalog and e-commerce
channels.  Approximately 700 of Eddie Bauer's employees support
the Home Division.

A full-text copy of the list of the locations and landlords of
each Home Store is available for free at:

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

Mr. Garrity tells the U.S. Bankruptcy Court for the Southern
District of New York that to give effect to the efficient closure
of the Home Division, it will be necessary for the Debtors to
either negotiate the disposition of or reject each lease governing
a Home Store principally for the premises occupied by each Home
Store, and to sell all outstanding inventory in the Home Store
Premises and in some retail apparel stores governed by a Home
Store Lease.

The Debtors intend to close the Home Stores on a rolling basis
over the course of 2005, with the majority of Home Stores being
closed in the second half of the year.  The timing of the closing
of any particular Home Store will depend on the outcome of
negotiations with its landlord regarding the disposition of the
Home Store Lease.  To the extent that it maximizes inventory
recovery, the Debtors may also choose to liquidate some portion
of the Home Division inventory via clearance catalogs or
e-commerce sale programs during the second half of 2005.

Historically, the Debtors have negotiated lease modifications,
amendments and lease termination agreements with certain of the
landlords under the Home Store Leases.  Mr. Garrity states that
the Debtors intend to continue that practice, albeit with the
oversight of the Creditors Committee.

The Debtors' goal is to dispose of the Home Store Leases on the
terms most favorable to their estates, Mr. Garrity discloses.
The disposition of the Home Store Leases will be determined by
whether or not the Debtors can negotiate favorable modifications
to or terminations of the Home Store Leases.  The Debtors believe
that to maximize that ability, they must be able to negotiate and
execute agreements freely and without having to obtain court
approval for each agreement.

"Only where no consensual resolution can be reached with a
Landlord will the Debtors reject a Home Store Lease,"
Mr. Garrity clarifies.

To close the Home Division as efficiently and effectively as
possible, the Debtors seek the Court's authority to dispose of
the Home Store Leases without further Court order, depending on
the circumstances surrounding each Home Store Lease.

Specifically, the Debtors may:

   (1) negotiate a reduction, abatement or deferral in the base
       rent and other payment obligations under the Home Store
       Leases;

   (2) surrender a portion of the premises covered by the Home
       Store Lease and receive on account of the surrender a
       reduction of their rent obligations;

   (3) negotiate and agree to any amendment or modification to
       any of the terms the Home Store Leases;

   (4) solicit, list or market Home Store Premises to third
       parties to assign the Home Store Lease;

   (5) enter into a new lease agreement with respect to any of
       the Home Store Premises;

   (6) enter into a new retail apparel lease agreement for a new
       retail apparel premises in conjunction with the complete
       termination of a Joint Lease;

   (7) terminate the lease of an Eddie Bauer retail apparel store
       that is the subject of a separate retail apparel store
       lease or a Joint Lease; and

   (8) reject that portion relating to an Eddie Bauer apparel
       store, in addition to that portion relating to the Home
       Store.

Mr. Garrity explains that a significant majority of the Home
Store Leases are in locations in which the Debtors also lease
space for an Eddie Bauer retail apparel store.  In some cases,
the Home Store Premises and retail apparel premises are governed
by a single lease.  Where a Home Store is going to close, Eddie
Bauer may prefer to swap space by leasing the present Home Store
Premises for use as an Eddie Bauer retail apparel store and
vacating the existing Eddie Bauer retail apparel store premises.

Eddie Bauer will seek to negotiate an agreement with the landlord
to enable the Debtors to retain the premises that has the size
and location which best suits Eddie Bauer's ongoing businesses.

Pursuant to Section 554(a) of the Bankruptcy Code, any trade
fixtures and other personal property remaining in the leased
premises on the effective dates of the rejection of any Home
Store Lease will be deemed abandoned by the Debtors.

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. 41;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: Wants Court to Compel FCNB Agent to Produce Documents
------------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, Spiegel, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to direct
the Liquidating Agent of First Consumers National Bank and the
individual members of the FCNB Board of Directors to:

    (a) produce any and all documents in their possession, custody
        or control relating to incentive bonuses; and

    (b) submit to depositions by the Debtors, pursuant to
        subpoenas that the Debtors will issue.

Marc B. Hankin, Esq., at Shearman & Sterling LLP, in New York,
tells Judge Blackshear that Spiegel, Inc., is forced to seek the
Court's intervention to obtain information from one of its
subsidiaries, which is acting under the control and domination of
an insider.  The members of the FCNB Board -- consisting of
present and former FCNB employees -- have purportedly authorized
enormous bonuses to themselves and their co-workers.

The bonuses, amounting to at least $2.6 million, would be in
addition to and far in excess of already generous amounts
previously negotiated with and authorized by Spiegel, FCNB's sole
shareholder.  FCNB currently has 11 employees and has been almost
completely wound down.  The Debtors find the proposed bonuses
extremely disproportionate, both to the size of the company and
to the value of the services they are supposedly intended to
reward.  Payments of this magnitude would violate FCNB's
fiduciary duties to Spiegel.  If left to stand, the payments
would reduce the amount of cash available to Spiegel when FCNB
dissolves, and consequently, also the amount that Spiegel can pay
its creditors.

Spiegel seeks information about the bonuses so that it can
determine whether and how best to challenge them in further court
proceedings.

Mr. Hankin relates that Spiegel's bankcard segment was comprised
primarily of the bankcard operations of FCNB and Financial
Services Acceptance Corporation.  Both are wholly owned
subsidiaries of Spiegel.  FCNB is a special purpose national bank
and is primarily regulated by the Office of the Comptroller of
the Currency.

Prior to the Petition Date, FCNB issued private-label credit
cards to many customers of Spiegel's Merchant Companies.  FCNB's
ability to securitize substantially all of the private-label
credit card receivables generated was a principal source of
liquidity for the Spiegel Group.  FCNB securitized those
receivables by selling them to securitization vehicles,
which, in turn, financed their purchase of those receivables by
selling asset-backed securities to investors.

                         FCNB's Liquidation

On May 15, 2002, FCNB agreed to the issuance of a consent order
by the OCC.  The Consent Order imposed material restrictions on
FCNB's operations and directed FCNB to promptly file with the OCC
a Disposition Plan to either sell or merge the Bank, or liquidate
the Bank in accordance with applicable federal law in a manner
that would result in no loss or cost to the Bank Insurance Fund
of the Federal Deposit Insurance Corporation and in accordance
with the OCC's corporate manual for termination of national bank
status.

FCNB submitted a Disposition Plan to the OCC on November 27,
2002.  The Plan called for the orderly wind-down of FCNB's
business, including the repayment of an outstanding certificate
of deposit, the transfer of all deposits associated with secured
credit cards held by FCNB, and the sale or transfer of FCNB's
bankcard portfolio.  The Plan also called for FCNB to commence a
statutory liquidation in accordance with federal law on May 1,
2003.

Working with the OCC, FCNB then developed a liquidation plan.
Among other things, the Liquidation Plan contemplates that any
assets remaining after FCNB's liquidation is complete will be
available for distribution to Spiegel, as the Bank's shareholder.

In May 2003, the OCC approved the FCNB Liquidation Plan.  By
Order dated May 29, 2003, the Court authorized Spiegel to approve
the plan and appoint James Huston as the liquidating agent.  Mr.
Huston, working with a core staff of FCNB employees, then began
the task of liquidating FCNB's assets and winding up its affairs
in accordance with the terms of the Liquidation Plan.

                        FCNB's Bonus Program

Historically, the salary and bonus programs offered by FCNB to
its employees have been reviewed and approved by Spiegel's
management prior to their implementation at FCNB.  Consistent
with that practice, shortly after the appointment of the
Liquidating Agent, representatives of Spiegel's management
commenced negotiations with the Liquidating Agent on the terms of
the compensation to be paid to the Liquidating Agent and FCNB
Employees to complete the Bank's liquidation.  After protracted
negotiations, in June 2003, Spiegel and FCNB agreed to a
substantial increase of Mr. Huston's salary, and a single bonus
payment as additional compensation for the Bank's liquidation.
At that time, as an incentive to ensure the maximum return to
shareholders and the prompt completion of the Bank's liquidation,
Spiegel authorized FCNB to pay bonuses to Mr. Huston and each
FCNB Employee aggregating up to $1,429,974.

                   Bonus Payments Aren't Due Yet

Mr. Hankin informs the Court that the Bank's liquidation is
ongoing.  Mr. Huston and the FCNB Employees are expected to earn
the maximum amount payable under the Incentive Bonus.  However,
although the OCC has approved the Incentive Bonus, it has not yet
authorized FCNB to make the payments.

The FCNB Board is not an independent board, Mr. Hankin asserts.
At present, Mr. Hankin relates, it consists of the Liquidating
Agent, three current FCNB employees and one former FCNB employee.
Spiegel has not yet authorized FCNB to award the bonuses to the
Liquidating Agent and the FCNB Employees in connection with the
Bank's liquidation.  Nonetheless, in December 2004, the FCNB
Board purportedly authorized FCNB to pay the Liquidating Agent
and each FCNB Employee an additional bonus for 2003 and a bonus
for 2004, aggregating approximately $2.6 million.

Moreover, the FCNB Board may have authorized FCNB to pay a bonus
for work to be performed in 2005.  If the Unauthorized Bonuses
are paid, then Mr. Huston and the other Board members will be
paid the lion's share of those bonuses.  Spiegel objects to the
payment of the Unauthorized Bonuses.

                   FCNB Breached Fiduciary Duties

Spiegel believes that the FCNB Board acted improperly in awarding
the Unauthorized Bonuses, and that in doing so, the FCNB Board
breached its fiduciary duties to Spiegel.  Spiegel attempted to
resolve its dispute with FCNB both by engaging in negotiations
with the Liquidating Agent and through discussions with the OCC.

Recently, at FCNB's request, the representatives of the Official
Committee of Unsecured Creditors engaged in discussions with the
Liquidating Agent to resolve the dispute.  Mr. Hankin informs
Judge Blackshear that, to date, those efforts have not been
successful.

Mr. Hankin contends that Spiegel owes a fiduciary duty to its
creditors to prevent the waste of corporate assets.  Spiegel
believes that since it cannot resolve its dispute with FCNB, it
must be able to take appropriate action to prevent the payment of
the Unauthorized Bonuses.  To do so, the Debtors require access
to all the information relating to the FCNB Board's decision to
award the Unauthorized Bonuses, including, without limitation,
the compensation and expenses paid to the Liquidation Agent and
FCNB Employees since May 2003.

The Debtors' Joint Plan of Reorganization provides that any
assets remaining on the close of FCNB's liquidation will be held
for the benefit of the Debtors' creditors.  Consequently, any
diminution in the assets, including by way of payment of the
Unauthorized Bonuses or unnecessarily high compensation paid to
excess employees, necessarily reduces the funds available to the
Debtors' creditors.  Furthermore, because the bonuses are
directly tied to the timely and successful completion of the FCNB
Liquidation, the Debtors have a substantial interest in ensuring
that any issues regarding payments are properly and promptly
resolved.

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. 41;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STRUCTURED ASSET: Moody's Puts Ba2 Rating on Class M-9 Sub. Certs.
------------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2005-NC1.

In addition, ratings ranging from Aa1 to Ba2 were assigned to the
subordinate certificates issued in the deal.

The securitization is backed by New Century Mortgage Corporation
(New Century) originated hybrid adjustable-rate (71.71%) and fixed
rate (28.29%) sub-prime mortgage loans.  The ratings are based
primarily on the credit quality of loans, subordination,
overcollateralization, excess spread, and lender-paid mortgage
insurance.

The credit quality of the loans backing this deal is in line with
other recent securitizations of New Century collateral, without
taking into account the benefit of the LPMI.  The presence of LPMI
on the loans with higher loan-to-value ratios reduces the severity
of loss associated with many of the riskier loans, ultimately
improving the credit quality of the loan pool.  The credit
enhancement levels reflect some benefit for due diligence
performed on the collateral.

JPMorgan Chase Bank, National Association will service the loans.
Moody's has assigned its top servicer quality rating to JPMorgan
for primary servicing of sub-prime loans.  Additionally, Aurora
Loan Services LLC will act as the master servicer on this
transaction.


The Complete Rating Actions Are:

Issuer: Structured Asset Securities Corporation

Securities: Mortgage Pass-Through Certificates, Series 2005-NC1

   * Class A1, rated Aaa
   * Class A2, rated Aaa
   * Class A3, rated Aaa
   * Class A4, rated Aaa
   * Class A5, rated Aaa
   * Class A6, rated Aaa
   * Class A7, rated Aaa
   * Class A9, rated Aaa
   * Class A10, rated Aaa
   * Class A11, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-5, rated A3
   * Class M-6, rated Baa1
   * Class M-7, rated Baa2
   * Class M-8, rated Baa3
   * Class M-9, rated Ba2


TELESOURCE INT'L: $15.2 Million Deficit Spurs Going Concern Doubt
-----------------------------------------------------------------
On March 9, 2005, Telesource International, Inc., filed its Form
10-Q Report with the Securities and Exchange Commission for the
quarter ending June 30, 2004.

During the fiscal years of 1998 through 2004, Telesource
experienced significant operating losses with corresponding
reductions in working capital and net worth.

As of June 30, 2004, the Company's current liabilities exceeded
its current assets by $15.2 million.  The Company relies heavily
on bank financing to support is operations and its ability to
refinance its existing bank debt is critical to provide funding to
satisfy the Company's obligations as they mature. As of June 30,
2004 the Company had total outstanding debt of $29.0 million of
which $15.3 million is due in the next twelve months.  As of June
30, 2004 the Company had an accumulated deficit of $45.9 million
and total stockholders' deficit of $18.1 million.

The Company incurred a net loss of $8.8 million to the common
stockholders for the six months ended June 30, 2004 and operating
losses of $5.4 million, $3.1 million, and $4.9 million for the
years ended December 31, 2003, 2002 and 2001, respectively.

Cash used in operating activities during the six months ended
June 30, 2004 and 2003 was $4.7 million and $3.7 million,
respectively.  The cash used in operating activities was
principally due to the net loss incurred.

Cash used in investing activities was $332,108 for the six months
ended June 30, 2004, as compared to net cash used in investing
activities of $514,777 for the same period in 2003.  The cash used
in investing activities during 2004 is attributed to purchases of
equipment used in construction activities and office equipment
while the cash used in investing activities during 2003 is
attributed mainly to capital purchases during 2003 for bucket
trucks leased on Guam and used in the super typhoon clean up
efforts.

Cash provided by financing activities generated $4.2 million for
the six months ended June 30, 2004 as compared to cash provided by
financing activities of $4.6 million for the same period in 2003.
The cash generated by financing came from additional net debt
borrowings and the proceeds from the sale of $5.2 million worth of
common stock during 2004.

The Company's net working capital deficiency, total stockholders'
deficit, recurring losses and negative cash flows from operations
raise substantial doubt about the Company's ability to continue as
a going concern.

Telesource International, Inc., has three main operating segments:
construction services, brokerage of goods and services, and power
generation and construction of power plants.  The power generation
activities commenced in March 1999.  Telesource is an
international engineering and construction company, engaged in
constructing single family homes, airports, radio towers and in
the construction and operation of energy conversion power plants.


TOM'S FOODS: Renewed Warning About a Chapter 11 Filing
------------------------------------------------------
On March 14, 2005, The Bank of New York, as successor in interest
to IBJ Schroder Bank & Trust Company, as trustee and collateral
agent for the Company's 10.5% Senior Secured Notes due on Nov. 1,
2004, filed a Motion of Summary Judgment in Lieu of Complaint
against Tom's Foods, Inc., in the Supreme Court of the State of
New York, County of New York.  The Motion asks the Court to enter
a judgment against the Company in the amount of $60,000,000 and
interest and costs due and owing under the Indenture.

BNY's action against Tom's Foods triggered a cross-default under
its credit facility.

Both the Notes and the Credit Facility are secured by certain of
Tom's Foods' assets, and the noteholders and lenders may attempt
to foreclose on their collateral.

Tom's Foods says it is currently exploring various alternatives.
In the event that the Court orders the Company to pay the amounts
requested by the Trustee, Rolland G. Divin, Tom's Foods' President
and Chief Executive Officer, warns that the Company may file a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code.

Tom's Foods, Inc., is the borrower under a Loan and Security
Agreement dated January 31, 2000, under which FLEET CAPITAL
CORPORATION serves as the Agent and Sole Lender.

Headquartered in Columbus, Georgia, Tom's Foods Inc. is a multi-
regional snack food manufacturing and distribution company. The
Company has manufactured and sold snack food products since 1925
under the widely recognized "Tom's" brand name, as well as other
names. The Company's distribution network serves a variety of
customers, including independent retailers, vending machines,
retail supermarket chains, convenience stores, mass merchandisers,
food service companies and military bases.

As of January 3, 2004, the Company employed 1,583 full-time
workers.  At September 11, 2004, Tom's Foods' balance sheet shows
$96.4 million in assets and $109.2 million in liabilities.

The Troubled Company Reporter initiated coverage about Tom's
Foods' financial difficulties on Sept. 10, 2003.  As reported in
the Troubled Company Reporter on March 3, 2005, the Heico
Holdings, Inc., the Company's largest shareholder, is proposing
that equityholders inject $15 million of "new money" to fund (i) a
$7 million principal paydown of Noteholder claims, (ii) $3.15
million of overdue accrued interest originally due November 1,
2004, and (iii) $4.85 million of the Company's working capital
needs.


UAL CORPORATION: Wants to Amend Boeing Aircraft Lease
-----------------------------------------------------
UAL Corporation and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Northern District of Illinois' permission to amend a
lease for a Boeing Aircraft bearing Tail No. N379UA.  The Lease
was entered into on October 25, 2003, as part of a postpetition
Restructuring Transaction.  The Debtors now seek to amend the
Lease to extend its term and modify the rates paid.

Originally, the aircraft financiers for N379UA were willing to
enter into a short-term lease for the Aircraft.  As reflected in
the Amendment, the Debtors and the aircraft financiers have
negotiated a longer-term lease at rates substantially below the
current market rate for that type of aircraft.  Because the rate
is so cheap, the Amendment conforms with the Debtors' fleet plan
and business plan of reducing aircraft operating costs.

Because the Amendment contains confidential information, it will
be filed with the Court under seal.  However, the Debtors will
provide a copy of the Amendment to the professionals for the
Creditors' Committee, the Aircraft Leasing Subcommittee, the DIP
Lenders and any other party having a direct interest in the
Aircraft, subject to acceptable confidentiality agreements.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 78; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNIVERSAL HOSPITAL: Dec. 31 Equity Deficit Widens to $93.1 Million
------------------------------------------------------------------
Universal Hospital Services, Inc., the leader in medical equipment
lifecycle services, reported financial results for the fourth
quarter and year ended Dec. 31, 2004.

Total revenues were $51.7 million for the fourth quarter of 2004,
representing a $7.1 million or 16% increase from total revenues of
$44.6 million for the same period of 2003.  For the year, total
revenues increased 17% over the same period in 2003 (from
$171 million to $199.6 million).

Gross margin for the fourth quarter of 2004 totaled $22.0 million,
representing a $2.9 million or 15% increase from total gross
margin of $19.1 million for the same period of 2003.  For the
year, total gross margin increased 13% over the same period in
2003 (from $75.6 million to $85.8 million).

Net loss for the quarter was $3.3 million, compared to net loss of
$24.5 million for the same quarter last year. The net loss for the
year of 2004 is $3.6 million, compared to net loss of $19.5
million last year. The change from last year is due primarily to
the absence of $27.7 million of financing and reorganization
charges related to our recapitalization in fourth quarter 2003,
partially offset by increased interest expense also related to the
recapitalization.

Earnings before interest, taxes, depreciation and amortization
before management and board fees for the year of 2004 were
$69.2 million versus $64.5 million (excluding financing and
reorganization charges) for the prior year, a $4.7 million or
7% increase.  Included in the 2004 results are $0.8 million of
staffing related charges in the fourth quarter, substantially
related to acceleration of our sales and customer service
realignment.  A reconciliation of EBITDA (before management/board
fees and financing and reorganization costs) to operating cash
flows is included on the attached Statements of Cash Flows.

"We are pleased with our performance during 2004 as we have
continued to demonstrate solid growth in a year with flat to down
hospital census growth.  We are making excellent progress in
transitioning UHS from its historical focus on supplemental rental
to its future as a medical equipment lifecycle services company,"
said President and CEO Gary Blackford.  "Our growth in 2004 was
broad based across each of our business units, including our
legacy supplemental outsourcing business, our resident-based
programs and our less capital intensive businesses of biomedical
services and equipment sales and remarketing."

                        About the Company

Based in Edina, Minnesota, Universal Hospital Services, Inc. --
http://www.uhs.com/-- is a leading medical equipment lifecycle
services company. UHS offers comprehensive solutions that maximize
utilization, increase productivity and support optimal patient
care resulting in capital and operational efficiencies. UHS
currently operates through more than 70 offices, serving customers
in all 50 states and the District of Columbia.

At Dec. 31, 2004, Universal Hospital's balance sheet showed a
$93,120,000 stockholders' deficit, compared to an $89,903,000
deficit at Dec. 31, 2003.


V-ONE CORP.: Files for Chapter 11 Protection in Maryland
--------------------------------------------------------
V-ONE Corporation (OTCPK: VNEC) filed a voluntary petition for
protection under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the District of Maryland,
Greenbelt Division.

A U.S. Bankruptcy Judge has approved first day motions presented
by V-ONE Corporation, including orders allowing the company to
satisfy certain pre-petition obligations.

The court also approved on an interim basis a debtor-in-possession
credit facility from Proginet Corporation (OTCBB: PRGF).  This
facility is expected to provide V-ONE with the liquidity necessary
to meet its obligations to its suppliers, customers and employees
during the Chapter 11 reorganization process.  The company is also
seeking approval by the Courts to allow Proginet, on an expedited
basis, to acquire the assets of V-ONE.

Commenting on these orders, Margaret E. Grayson, president and
chief executive officer of V-ONE, said, "We are moving forward,
under Chapter 11 protection, to complete our restructuring plan
and enable V-ONE to maintain its current operations and eventually
join with a stronger organization like Proginet."

Located in Germantown, Maryland, V-ONE (fka Virtual Open Network
Environment Corp.) is a global Internet security company offering
secure, cost effective and easy to manage network solutions for
the remote access, wireless and satellite markets.

At Sept. 30, 2004, V-ONE's balance sheet shows $1 million in
assets and $4 million in liabilities.  The company's accumulated
deficit topped $70 million at Sept. 30, 2004.

V-ONE products have been deployed by U.S. government agencies
charged with homeland security, including the FBI, NSA, and
Departments of Defense, Justice and the Treasury, and by Fortune
1000 companies in healthcare, banking & finance, transportation
and high-tech.  People rely upon V-ONE's proven track record for
providing SSL VPN information security technology for use over the
Internet, intranets, extranets and private networks.  For further
information, see http://www.v-one.com/


VALCOM INC: Losses & Deficit Trigger Going Concern Doubt
--------------------------------------------------------
Valcom, Inc., reported a $5,929,714 net loss for the year ended
September 30, 2004, and a $8,658,671 accumulated deficit at
September 30, 2004.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

Cash totaled $21,468 on September 30, 2004, compared to $211,682
at September 30, 2003.  During the fiscal year 2004, net cash used
by operating activities totaled $5,268,905 compared to a negative
cash flow of $300,582 for the year ended September 30, 2003.  A
significant portion of operating activities included payments for
accounting and legal fees, consulting fees, salaries, and rent.
Net cash used by financing activities for fiscal year 2004 totaled
$3,807,194 compared to cash provided of $16,067 for the year ended
September 30, 2003.  Net cash provided by investing activities
during fiscal year 2004 totaled $1,404,839 compared to of $184,395
during the year ended September 30, 2003, for proceeds from sales
of fixed assets and decreased expenditures for the purchase of
equipment.

The cash flow activities yielded a net cash increase of $56,872
during fiscal year 2004 compared to a decrease of $131,692 during
the year ended September 30, 2003.

Net working capital (current assets less current liabilities) was
a negative $991,566 as of September 30, 2004. During the twelve
months ended September 30, 2004, the Company raised $1,411,273
from private placements of common stock.  The Company will need to
continue to raise funds through various financings to maintain its
operations until such time as cash generated by operations is
sufficient to meet its operating and capital requirements.

Valcom, Inc., is a diversified entertainment company with
operations on studio rental, studio equipment and rental, and film
and TV production.


VALMONT INDUSTRIES: Moody's Says Liquidity is Good
--------------------------------------------------
Moody's Investors Service upgraded Valmont Industries, Inc.'s
speculative grade liquidity rating to SGL-2 from SGL-3.  The
upgrade reflects Moody's improved outlook for Valmont's covenant
compliance in 2005, driven by our expectations for favorable
demand trends in most of the company's businesses.  The SGL
upgrade also recognizes the company's improved revolving credit
facility availability following its completion of an amendment
that allows for a more flexible calculation of EBITDA.

The SGL-2 rating also derives support for the company's reasonable
cash balance and favorable debt maturity profile.  Additionally,
unlike 2004 when the company used working capital to build up
inventory, Moody's expects the company will generate free cash
flow in 2005.  However, the rating also reflects the potential for
some additional volatility in working capital and a slight
increase in capital investment.  Valmont's senior implied rating
is Ba2 and its outlook is stable.

Valmont's internal liquidity is further supported by a $30 million
cash balance as of December 25, 2004 while the company maintains a
$150 million unsecured revolving credit facility due 2009 as an
alternate source of external liquidity.

The company's revolving credit facility availability was
$73 million as of fiscal-year end, after consideration of
$71 million of borrowings and $6 million letters of credit.  The
company's availability under the revolving credit facility has
improved significantly following its completion of an amendment in
November 2004 that allows it to exclude transaction fees from the
calculation of EBITDA for covenants.  Before the amendment,
Valmont's credit facility availability was only $29 million as of
June 26, 2004 ($50 million was outstanding as of that date).

Moody's believes that Valmont will have significant headroom under
all of its financial covenants over the next 12 months.  The
credit facility's leverage covenant restricts total leverage to
3.75 times EBITDA.

In addition to the total leverage covenant, the company must:

   1. comply with a senior leverage covenant of 2.5 times;
   2. interest coverage covenant of 2.5 times;
   3. fixed charge covenant of 1.5 times; and
   4. maximum capital expenditure limitation at $35 million.

The financial covenants do not change throughout the tenor of the
credit facility.

The SGL rating is also supported by the fact that almost all of
the company's assets are unencumbered.  Nevertheless, the credit
facility includes limitations on securitization transactions,
which cannot exceed 10% of total assets; as well as asset
dispositions, which cannot exceed 10% of consolidated tangible net
worth.

Valmont Industries, Inc. is an international manufacturing company
with 42 plants on five continents that supply more than 100
countries with its engineered support structures, irrigation
equipment, and light-wall welded tubes; the company also provides
steel and aluminum coating services.

Valmont is headquartered in Omaha, Nebraska, and reported revenues
of $1.0 billion for 2004.


VARTEC TELECOM: U.S. Trustee Amends Creditors Committee Membership
------------------------------------------------------------------
Seven creditors now serve on the Official Committee of Unsecured
Creditors in Vartec Telecom, Inc., and its debtor-affiliates'
chapter 11 cases.  Visionquest Marketing Services, Inc., and
Specialty Outsourcing Solution, Ltd., are no longer on the
Committee.  The seven current Committee members are:

          1. MCI, Inc.
             Attn: Brian H. Benjet
             1133 19th Street North West
             Washington, District of Columbia 20036
             Tel: 202-736-6409, Fax: 202-0736-6320

          2. SBC Industry Markets
             Attn: Dave Egan, CPA
             722 North Broadway, Floor 11
             Milwaukee, Wisconsin 53202
             Tel: 414-227-6624, Fax: 414-227-3883

          3. Teleglobe Telecom Corporation
             Attn: Kathy Morgan
             11495 Commerce Park Drive
             Reston, Virginia 20191
             Tel: 703-755-2042, Fax: 703-755-2610

          4. Qwest Communications Corp.
             Attn: Jane Frey
             1801 California Street, Suite 3800
             Denver, Colorado 80202
             Tel: 303-383-6480, Fax: 303-383-6665

          5. AT&T Corp.
             Attn: Andrew Stein, Esq.
             55 Corporate Drive, Room 32D48
             Bridgewater, New Jersey 08807
             Tel: 908-658-0615, Fax: 908-658-2346

          6. BellSouth Corporation Legal Department
             Attn: Reginald A. Greene
             Suite 4300
             675 W. Peachtree Stree, N.W.
             Atlanta, Georgia 30375-0001
             Tel: 404-335-0761, Fax: 404-614-4054

          7. Unipoint Holdings
             Attn: Lowell Feldman
             830 Country Lane
             Houston, Texas 77024
             Tel: 512-735-1200, Fax: 512-735-1210

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

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VERILINK CORP: Inks $10 Million Private Debt Placement Agreement
----------------------------------------------------------------
Verilink Corporation (Nasdaq: VRLK) entered into a securities
purchase agreement, which provides for a private placement of
$10 million of senior secured convertible debentures and warrants
with certain institutional investors.  The purchase agreement also
provides for up to an additional $5 million of convertible
debentures to be issued to the investors at the investors' option
or, under certain circumstances, at the Company's option.  The
closing of the financing was scheduled on March 21, 2005.  The
Company will use the net proceeds from the financing to repay its
$3,500,000 revolving line of credit with RBC Centura Bank and for
working capital and general corporate purposes.  The closing of
the financing and repayment of the RBC line of credit will resolve
the existing default conditions with respect to outstanding debt
of the Company described in the Company's most recent Form 10-Q.

"This investment provides us additional capital resources to
execute our strategy which is focused on growth and strengthening
our position in the global broadband access market," said Leigh S.
Belden, President and CEO of Verilink.  "With the integration of
last year's acquisitions now largely completed, we believe
Verilink is well positioned to address carrier requirements for
today's networks while providing an elegant migration path to
tomorrow's networks delivering VoIP and native Ethernet services."

The debentures are convertible into common stock at a conversion
price of $3.01 per share, which represents a 15% premium to the
closing price of the Company's common stock on the Nasdaq National
Market on Friday, March 18, 2005.  The conversion price is subject
to adjustment in certain circumstances.  The debentures bear
interest at a rate of six percent per annum and are repayable in
quarterly payments in either cash or, after effectiveness of the
registration statement referred to below, common stock over a
period of up to three years.  Verilink will have the right,
beginning one year after effectiveness of the registration
statement, to require conversion of the debentures to common stock
if the closing price of a share of the Company's common stock
exceeds 200 percent of the conversion price for 20 consecutive
trading days.  The debentures are secured by substantially all of
the assets of the Company.  The warrants are initially exercisable
for 830,567 shares of the Company's common stock at a price of
$3.41 per share, have a term of five years and will be exercisable
beginning six months after the closing date.  The Company is
required to file a registration statement with the Securities and
Exchange Commission to register the shares of common stock
issuable in connection with the financing.  The Company will seek
stockholder approval for the potential issuance of shares of
common stock upon conversion of the debentures and for principal
and interest payments on the debentures in order to satisfy
applicable Nasdaq requirements.  The exercise price of the
warrants is subject to adjustment in circumstances similar to the
conversion price of the debentures.

The debentures and the warrants sold in the private placement and
the shares of common stock issuable in connection with the
financing have not been registered under the Securities Act of
1933, as amended, or state securities laws and may not be offered
or sold in the United States absent registration with the
Securities and Exchange Commission or an applicable exemption from
the registration requirements.  The debentures and warrants were
offered and sold only to qualified institutional buyers and
institutional accredited investors.  This announcement is not an
offer to sell or the solicitation of an offer to buy the
debentures, the warrants or shares of common stock of the Company.

Kaufman Bros, L.P., an investment banking firm specializing in the
communication, media and technology sectors, acted as sole
placement agent to the Company for the transaction.

                        About the Company

Verilink Corporation -- http://www.verilink.com/-- develops,
manufactures and markets a broad suite of products that enable
carriers (ILECs, CLECs, IXCs, and IOCs) and enterprises to build
converged access networks to cost-effectively deliver next-
generation communications services to their end customers.  The
company's products include a complete line of VoIP, VoATM, VoDSL
and TDM-based integrated access devices (IADs), optical access
products, wire-speed routers, and bandwidth aggregation solutions
including CSU/DSUs, multiplexers and DACS. The company also
provides turnkey professional services to help carriers plan,
manage and accelerate the deployment of new services.  Verilink is
headquartered in Centennial, CO (metro Denver area) with
operations in Madison, AL and Newark, CA and sales offices in the
U.S., Europe and Asia.

                         *     *     *

                       Going Concern Doubt

PricewaterhouseCoopers LLP, the Company's registered independent
public accounting firm on the Company's financial statements as of
July 2, 2004, express substantial doubt about the Company's
ability to continue as a going concern due to uncertain revenue
streams and a low level of liquidity and notes.


WILLIAM TAYLOR: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William Anthony Taylor
        4360 County Road 177
        Celina, Texas 75009

Bankruptcy Case No.: 05-41327

Chapter 11 Petition Date: March 20, 2005

Court: Honorable Brenda T. Rhoades

Judge: Eastern District of Texas (Sherman)

Debtor's Counsel: Gregory A. Whittmore
                  5910 N. Central Expressway
                  Suite 1010
                  Dallas, TX 75206
                  Tel: (214) 891-6277
                  Fax: (214) 891-6275

Estimated Assets: $1 Million to $10 Million

Debts Estimated:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
C. Kent Adams &               Contract & indemnity      $650,000
Lone Star
Partners
11434 County Road 176
Celina, TX 75009
Attn: (214) 532-4114

Buchanan & Burke, L.L.P.      Legal fees/costs          $240,000
5910 N. Central Expressway
Suite 200
Dallas, TX 75206
Attn: (214) 378-9500

Bill C. Hunter,               Legal fees/expenses       $160,000
A Professional Corp.
5400 LBJ Freeway, Suite 945
One Lincoln Centre
Dallas, TX 75240
Attn: (214) 361-7007

Davis Technologies Int.       Office rent                $47,700
4501 Ratliff Lane
Addison, TX 75001

Jerry G. & Judy L. Curtis     Attorney's fees            $10,000
c/o Alan S. Trust, Esq.
1201 Elm Street
Dallas, TX 75270

Stanley D. & Leslie Strifler  Attorneys' fees            $10,000
c/o Alan S. Trust, Esq.
1201 Elm Street, Suite 5270
Dallas, TX 75270

Ed Pickett                    Accountant fees               $265
Pickett & Maxwell, P.C.
P.O. Box 38128
Dallas, TX 75238

Enderby Gas                   Propane                       $131
P.O. Box 1597
Sherman, TX 75091


YUKOS OIL: Says It Will Drop U.S. Bankruptcy Appeal
---------------------------------------------------
YUKOS Oil Company yesterday said that it will no longer pursue its
bankruptcy case in the U.S. Courts and will be dismissing its
appeal.  On March 18, the Houston District Court denied YUKOS'
motion for a stay pending its appeal of the Bankruptcy Court's
order dismissing YUKOS' Chapter 11 bankruptcy case.  Now that
YUKOS is no longer able to obtain a stay from the United States
Courts, and no longer has a reasonable prospect of obtaining
relief under the U.S. Bankruptcy law, YUKOS will pursue its case
in other forums.

"We appreciate the stay that the United States Court system has
provided to YUKOS through Judge Clark's temporary restraining
order and otherwise," said Steven Theede, Chief Executive Officer
of YUKOS Oil Company.  "This contributed significantly to YUKOS'
efforts to survive as a going concern.  YUKOS appreciates the
fairness with which it was treated by the United States Courts."

YUKOS achieved a great deal during its U.S. Bankruptcy Case to
preserve the value of its estate.  The Bankruptcy Court, in its
December 16, 2004, Temporary Restraining Order, found that the tax
assessments, which were the basis for the purported tax auction
sale of Yuganskneftegaz in late December 2004, were "not conducted
in accordance with Russian law." The Bankruptcy Court's TRO caused
the Russian Government to admit more openly that it was
expropriating YUKOS' assets, by using a 100% Russian Government-
owned company to buy Yuganskneftegaz and by making public
statements at the end of 2004.

After the late-December 2004 auction sale, the Russian
Government's efforts to expropriate assets from YUKOS subsided
somewhat until YUKOS' bankruptcy case was dismissed on Feb. 24,
2005.  After the dismissal, the Russian authorities resumed their
campaign of threats, intimidation, arrests and seizures with
renewed vigor.

The U.S. Courts' decisions, which were influenced by comity toward
the Russian Government, left no doubt that they understood that a
wrong was being done in Russia.  In its Feb. 24, 2005, order
dismissing YUKOS' bankruptcy case, the Bankruptcy Court found that
the Russian government had acted in a manner that "would be
considered confiscatory under United States law."  More recently,
the District Court when denying YUKOS' last effort to obtain a
stay from the U.S. Courts, made clear that it did not "endorse"
what was going on in Russia.

YUKOS also said yesterday that recent decisions by the U.S. Courts
in Houston do not deter the Company from continuing its fight to
preserve the value of its estate and protect its shareholders,
creditors and employees by resisting expropriation of its assets
and pursuing causes of action to recover the value of assets that
are expropriated from it.  YUKOS management believes they have a
responsibility to pursue all legal options available in all
appropriate forums to prevent the destruction of the Company at
the hands of the Russian government.

"The management team continues to believe strongly in the merits
of our legal case and we have no choice but to aggressively pursue
all the legal options available to us to right the wrongs that
have been done," said Mr. Theede.  "We will now focus our efforts
elsewhere to survive as a going concern and obtain compensation
for assets that have been improperly expropriated from us."

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 the chapter 11 proceedings.
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 OIL: Fulbright Wants to Disburse Fees from $5-Mil. Retainer
-----------------------------------------------------------------
Prior to being retained as general bankruptcy counsel to Yukos
Oil Company in its Chapter 11 case, Fulbright & Jaworski LLP
received a $5 million retainer from Yukos.

Zack A. Clement, Esq., a partner at Fulbright & Jaworski, in
Houston, Texas, tells Judge Clark that since the Petition Date,
Fulbright has earned professional fees for $2,611,845 and
reasonable and necessary expenses of $434,080 in representing
Yukos in its Chapter 11 case through February 28, 2005.

Mr. Clement presents a summary of Fulbright's fees and expenses:

   Date            No. of Hours     Fees    Expenses      Total
   ----            ------------     ----    --------      -----
   December 2004       1,366      $484,893   $93,522   $578,415
   January 2005        2,823     1,063,789   111,936  1,175,725
   February 2005       2,787     1,018,002   228,346  1,246,348
   March 2005             88        45,161       276     45,437

United States Bankruptcy Court for the Southern District of Texas
order dismissing Yukos' Chapter 11 case expressly retained the
Court's jurisdiction "for the purposes of considering fee
applications, and determining disposition of the funds paid into
the Court's registry. . . ."

By this motion, Fulbright seek the Bankruptcy Court's authority to
take a distribution from its $5 million retainer for its
professional fees and reasonable and necessary expenses incurred
from the Petition Date through February 28, 2005, subject to a
further Court review after a final fee application is filed.

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)


* Gibson Dunn Adds Five Media & Entertainment Litigators to Firm
----------------------------------------------------------------
Gibson, Dunn & Crutcher LLP disclosed the addition of a five-
lawyer media and entertainment litigation team.  Orin Snyder has
joined the firm's New York office as a partner from Manatt Phelps
& Phillips.  Formerly the head of the Manatt's Litigation Unit in
New York and the East Coast, Mr. Snyder will continue his
intellectual property and commercial litigation practice with an
emphasis on media and entertainment industries, as well as his
white-collar practice.

Also joining the firm are Cynthia Arato, Ashlie Beringer, Marc
Isserles and Elise Zealand.  Ms. Arato joins Gibson Dunn's New
York office as of counsel and focuses her practice on intellectual
property, commercial and civil litigation, also with an emphasis
on media and entertainment.  Ms. Beringer joins the firm's Denver
office as of counsel and will continue her entertainment and media
law, intellectual property and general commercial litigation
practice.  Mr. Isserles and Ms. Zealand join the firm in New York
as associates.

"We are delighted to have Orin join the firm," said Ken Doran,
Managing Partner of Gibson Dunn.  "He has a thriving, high-profile
practice that will be very complementary with our practice in New
York, as well as our entertainment and media practice on the West
Coast.  We are also pleased to welcome Cynthia, Ashlie, Marc and
Elise, who have played an integral role in that practice."

"I've known Orin for many years; he is engaging, energetic and
articulate," said New York litigation partner Randy Mastro.  "His
practice covers a broad array of complex commercial litigation,
including media and entertainment, IP and white collar matters.
He is a terrific addition to the firm and to our already deep New
York litigation bench.  We are also pleased to welcome Cynthia,
Ashlie, Marc and Elise, who have worked with Orin very closely and
will give us additional litigation capacity in New York."

"The group will be a great fit for us," said Theodore Boutrous,
Co-Chair of the Media Practice Group.  "Their client base
complements the firm's, and their addition enhances our profile in
New York and strengthens even more our ability to handle major
media and entertainment litigation from coast to coast."

-- Orin Snyder

Mr. Snyder represents major corporations and prominent individuals
in media and entertainment, intellectual property and other
commercial litigation.  He also represents clients in white-collar
criminal matters and internal corporate investigations.
Representative clients include Time Warner, Home Box Office, Sony
BMG Music Entertainment, Warner Music Group, Atlantic Records,
Time Inc., American Media, Inc., Cablevision, William Morris
Agency, Bob Dylan, Marc Anthony, Julie Andrews and Ozzy and Sharon
Osbourne.


Before joining Gibson Dunn, Mr. Snyder was a litigation partner in
the New York office of Manatt, where he led that firm's New York
and East Coast Litigation Unit.  Before that, he practiced with
Parcher, Hayes & Snyder from 1994 to 2003 (which merged with
Manatt in December 2003).  Mr. Snyder also served as Assistant
U.S. Attorney in the U.S. Attorney's Office for the Southern
District of New York from 1989 to 1994, serving in the Securities
Fraud and Organized Crime Units, and as Chief of the Narcotics
Unit.

Mr. Snyder was named one of the top young lawyers in the country
by The American Lawyer in its 2003 article, "45 Under 45: The
Rising Stars of the Private Bar."  He has taught trial advocacy as
an adjunct professor and lecturer at various law schools and also
teaches courses on copyright law, entertainment law, criminal law
and litigation for continuing legal education programs and
clients.  He graduated from the University of Pennsylvania Law
School cum laude in 1986.

Mr. Snyder said, "Gibson Dunn is a powerhouse firm that uniquely
can service my clients on a full-service basis around the world.
New York and Los Angeles are the media and entertainment capitals
of the world, and I'm delighted to be joining the leading law firm
in these areas.  I also look forward to expanding my white-collar
practice, working with the outstanding lawyers in Gibson Dunn's
Business Crimes and Investigations Practice Group."

-- Cynthia Arato

Ms. Arato has represented major companies and individuals in
litigation involving copyright, trademark, defamation, right of
publicity, employment, contract, fraud, fiduciary duty and royalty
issues.  In 2004, she successfully represented the Select
Committee of Inquiry of the Connecticut House of Representatives
before the Connecticut Supreme Court in a landmark case which held
that a sitting Governor could be compelled to testify before a
legislative impeachment committee.  Her clients include Warner
Music Group, Atlantic Records, Sony BMG Music Entertainment,
Elektra Entertainment, America Media Inc., Home Box Office, Warner
Bros. Records, Scholastic and Frank McCourt.  She has taught legal
ethics at Columbia University School of Law and copyright law
seminars for continuing legal education programs and clients.  She
received her law degree in 1991 from Columbia University, where
she was a Harlan Fiske Stone Scholar and Managing Editor of
Columbia Journal of Transnational Law.

-- Ashlie Beringer

Ms. Beringer practices in the areas of entertainment and media,
general commercial litigation and intellectual property law.  She
has represented several entertainment and media clients in
disputes concerning contracts, copyright, trademark, defamation
and privacy issues.  She has significant experience in the
prosecution and defense of commercial contracts, securities fraud
and business tort actions.  She is a 1996 graduate of Yale
University School of Law, where she was Editor of Yale Law Journal
and the recipient of the John Gallagher Prize for Best Trial
Performance in Yale's Mock Trial Competition.

-- Marc Isserles

Mr. Isserles focuses his practice on civil litigation, with an
emphasis on appellate and constitutional litigation.  He served as
a law clerk for U.S. Supreme Court Justice Stephen G. Breyer and
for Judge Laurence H. Silberman, of the U.S Court of Appeals,
District of Columbia Circuit.  He received his law degree in 1998,
magna cum laude from Harvard Law School, where he was Notes Editor
of Harvard Law Review and recipient of the Joshua Montgomery Sears
Prize.

-- Elise Zealand

Ms. Zealand's practice focuses on all aspects of entertainment
litigation, and she has represented clients in the entertainment
industry in various contract matters and other disputes, including
copyright and licensing issues.  Ms. Zealand served as a law clerk
to the U.S. District Court Judge William C. Conner, Senior
District Judge, Southern District of New York.  She received her
law degree in 1998 from Columbia University where she was a James
Kent Scholar and Harlan Fiske Stone Scholar, as well as the
Writing and Research Editor of the Columbia Journal of Law and
Social Problems.

         About Gibson Dunn's New York Litigation Practice

New York is host to a team of highly regarded and experienced
litigators who handle complex litigation matters in securities,
antitrust, commercial disputes, unfair trade practices, government
contracting, First Amendment, media litigation and compliance-
related investigations.

Recent selected matters include representing:

   *  Madison Square Garden in a lawsuit against New York City
      concerning a proposed football stadium project in Manhattan.

   *  Bear Stearns in consolidated securities class actions
      involving the allocation of shares in "hot" IPOs, as well as
      shareholder derivative litigation alleging research analyst
      conflicts of interest.

   *  Two Deloitte & Touche entities in various securities class
      actions and related Securities Exchange Commission and
      Department of Justice investigations regarding alleged
      improprieties at Royal Ahold, the world's third-largest
      supermarket group.

   *  Merrill Lynch in litigation arising out of the collapse of
      Enron Corporation, including its defense in a consolidated
      federal securities class action and in bankruptcy
      proceedings.

   *  Peerless Importers, New York State's largest wholesale
      liquor and wine distributor, in a major constitutional
      litigation over state restrictions on wine imports.

          About Gibson Dunn's Media and Entertainment
                        Practice Groups

Gibson, Dunn & Crutcher is unique among law firms in the depth and
breadth of its media and communications practice.  The Media Law
Practice Group has extensive experience handling First Amendment
issues in virtually all areas of free speech and press.  The Group
represents major newspapers, magazines, broadcasters, book
publishers and other media entities engaged in domestic and
international publication and broadcast.  Gibson Dunn attorneys
have served for many years as principal outside counsel on First
Amendment issues to Dow Jones & Company, publisher of The Wall
Street Journal.

Gibson Dunn provides full range of services for entertainment
industry disputes and transactions.  The Entertainment Practice
Group represents institutional clients in virtually all aspects of
business, including mergers and acquisitions, financing,
acquisition, licensing, development and the distribution of film,
television and home video.  The firm's entertainment lawyers also
litigate in state and federal courts and arbitrate before guilds
and other institutional forums. The Group's clients include Sony
(Sony Corporation of America, Sony Pictures Entertainment,
Columbia Tri-Star Home Entertainment, Fox Entertainment Group),
Universal Pictures and NBC.

    Selected recent matters include representing:

   *  Major media organizations (including NBC, CBS, ABC, CNN,
      Fox, The New York Times, Los Angeles Times, Gannett, the
      Associated Press, and The Washington Post) in seeking public
      access to secret judicial proceedings and records in the
      pending California criminal case against Michael Jackson.

   *  Intertainment AG, a German film and TV show distributor in a
      fraud and breach of contract suit against Franchise pictures
      and Elie Samaha, Franchise's chief executive, resulting in
      an award of $106 million in compensatory and punitive
      damages for Intertainment.

   *  25 news organizations and reporters and editors groups as
      amicus curiae in support of New York Times reporter Judith
      Miller and Time Inc. and its reporter Matthew Cooper in the
      special counsel investigation of whether White House
      officials illegally leaked the name of CIA official Valerie
      Plame to the press.

   *  Volkswagen in the creation of a global promotional and
      marketing alliance with NBC Universal valued at over $200
      million.

                          About the Firm

Gibson, Dunn & Crutcher LLP -- http://www.gibsondunn.com/-- is a
leading international law firm.  Consistently ranking among the
world's top law firms in industry surveys and major publications,
Gibson Dunn is distinctively positioned in today's global
marketplace with more than 800 lawyers and 13 offices, including
Los Angeles, New York, Washington, D.C., San Francisco, Palo Alto,
London, Paris, Munich, Brussels, Orange County, Century City,
Dallas and Denver.


* Chadbourne & Parke Welcomes Christopher Owen as Partner
---------------------------------------------------------
The international law firm of Chadbourne & Parke LLP disclosed
that Christopher Owen, 42, has joined the Firm as a partner in
both Chadbourne & Parke LLP and its affiliated multinational
partnership, Chadbourne & Parke in London, effective March 15.
He will split his time between the Moscow and London offices.

Prior to joining Chadbourne, Mr. Owen was head of the Moscow
office of Lovells.

Mr. Owen specializes in capital markets transactions and cross-
border mergers and acquisitions.  He has experience advising
issuers and arrangers on the issue and underwriting of fixed
income and equity securities in emerging markets and advising
international clients on investing in Russia, the CIS and Central
Europe.  Mr. Owen also has counseled on a wide range of capital
markets work, from straightforward debt to substantial
international equity work, including IPOs and flotations,
derivatives and synthetics.

"We are pleased to welcome Chris to Chadbourne.  His range of
finance, capital markets and derivatives experience connected with
Russian matters is a critical component of our increasingly
diversified services for clients doing business in Russia," said
Charles K. O'Neill, Chadbourne's managing partner.  "His
significant experience in Russian and cross-border financings is a
key step in our continued growth in the CIS and in Chadbourne's
long-term commitment to that region.  With Chris on board, we are
continuing to build on the growth the Firm achieved last year when
we opened the Kyiv and Warsaw offices."

Chadbourne's Moscow office was established in 1990, and Mr. Owen
is the fourth partner there.  The office provides a full range of
legal services to multinational and domestic clients.

"Chris's arrival at the Firm will greatly enhance our already
successful track record in English law governed financings and
corporate transactions," added Laura M. Brank, managing partner of
Chadbourne's Moscow office.  "His broad range of experience
advising companies and financial institutions in complex business
and capital markets transactions allows us to meet the needs of
our clients looking to raise financings in both the London capital
markets and U.S. markets.  This puts us in a strong position to
counsel clients pursuing investment opportunities."

Mr. Owen is named as an expert in emerging market transactions in
the Legal 500 and is recommended by PLC Which Lawyer? formerly
European Counsel 3000, and is recognized by Chambers Global - The
World's Leading Lawyers.

"I am very pleased to have the opportunity to join the Chadbourne
team in both Moscow and London as well as to become part of the
Firm's overall capital markets group," Mr. Owen commented.
"Chadbourne has an excellent reputation in this field, and I look
forward to the opportunity to develop this practice further in
Russia, for CIS and Central Europe."

Mr. Owen received his B.A. Jurisprudence from Oxford University.

                  About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, corporate
finance, energy, telecommunications, commercial and products
liability litigation, securities litigation and regulatory
enforcement, white collar defense, intellectual property,
antitrust, domestic and international tax, reinsurance and
insurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, Kyiv, Warsaw
(through a Polish partnership), Beijing and a multinational
partnership, Chadbourne & Parke, in London. For additional
information, visit http://www.chadbourne.com/

                     About the Moscow Office

In Moscow, the office comprises of over 20 U.S., English and
Russian qualified attorneys (each of whom is bilingual) and a
total bilingual staff numbering more than 50, including
paralegals, translators, secretaries and other support staff. A
team of business-oriented lawyers has been assembled who have
years of experience in the Russian Federation working on complex
and novel transactions and on major litigation. Each of the
partners has more than a decade of experience advising on
transactions in Russia, and each is well-regarded in the
community. These partners are frequently listed in publications
such as Chamber's Global, Euromoney Expert Guides, and European
Legal Experts as leading lawyers in the fields of corporate and
commercial law, banking and finance, energy, and litigation.

                     About Chadbourne & Parke,
                    A Multinational Partnership

In London, the Firm conducts its practice through Chadbourne &
Parke, a multinational partnership, employing both English-
qualified solicitors and U.S. lawyers who work closely with other
Chadbourne offices to provide seamless service to international
clients. The London partnership offers a range of legal services
under both English and U.S. law and, in particular, focuses on
project finance, privatization, energy, capital markets, banking,
insurance and reinsurance, securitizations, structured finance,
corporate finance, litigation and products liability.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New Jersey Chapter Awards Ceremony
         Newark Club
            Contact: 312-578-6900 or http://www.turnaround.org/

March 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Panel [Carolinas]
         The Westin Hotel, NC
            Contact: 704-926-0359 or http://www.turnaround.org/

March 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 29, 2005
   NEW YORK INSTITUTE OF CREDIT
      475 Esquire Toppers Credit Club Top Hat Award Presented to
      John Daly, CIT
         New York Hilton
            Contact: 212-551-7920 or info@nyic.org

March 30, 2005
   NEW YORK INSTITUTE OF CREDIT
      Factoring 2005
         Arno's Ristorante, NY
            Contact: 212-551-7920 or info@nyic.org

March 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Chapter April Fools Party
         University Club, NYC
            Contact: 312-578-6900 or http://www.turnaround.org/

April 7-8, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         San Francisco, CA
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu

April 8-9, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      The NABT Spring Seminar
         Don CeSar Beach Resort St. Petersburg, FL
            Contact: 803-252-5646 or info@nabt.com

April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
     Wilbur Ross - Joint Breakfast Meeting with Association for
     Corporate Growth
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

April 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Chapter / Finance Network Club Spring Dinner
         Sheraton Suites Cypress Creek, Ft. Lauderdale, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA South Florida Golf Day
         Carolina Club, Margate, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Contact: 716-440-6615 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

April 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 303-457-2119 or http://www.turnaround.org/

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 4, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Errors, Omissions and Fraud
         Newark Club, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 17, 2005
   NEW YORK INSTITUTE OF CREDIT
      26th Annual Credit Smorgasbord
         Arno's Ristorante, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA May Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Golf Tournament [Carolinas]
         Venue - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Great Lakes Regional Conference
         Peek'N Peak Resort, Findley Lake, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

May 23, 2005 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island TMA Golf Outing
         Indian Hills, Northport, LI
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2005 (Date is tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      12th Annual Charity Golf Tournament
         Venue - TBA
            Contact: 203-877-8824 or http://www.turnaround.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Golf Tournament (for members only.)
         Fresh Meadows Country Club, Lake Success, NY
            Contact: 646-932-5532 or http://www.turnaround.org/

June 7, 2005
   NEW YORK INSTITUTE OF CREDIT
      NYIC 86th Annual Award Banquet
         New York Hilton and Towers, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

June 8, 2005
TURNAROUND MANAGEMENT ASSOCIATION
TMA-LI Women's Marketing Initiative: Afternoon Tea
Milleridge Inn, Long Island, NY
Contact: 516-465-2356 / 631-434-9500 or http://www.turnaround.org/

June 9-10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Mid-Atlantic Regional Symposium
         Atlantic City, NJ
            Contact: 908-575-7333 or http://www.turnaround.com/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or www.turnaround.org

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or www.turnaround.org

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, TX
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, 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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