TCR_Public/050324.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, March 24, 2005, Vol. 9, No. 70

                          Headlines

ABITIBI CONSOLIDATED: Moody's Rates New $500M Sr. Unsec. Debt Ba3
ABITIBI-CONSOLIDATED: S&P Rates $450M Sr. Unsec. Notes at BB-
ACCESS FINANCIAL: Moody's Junks 8.040% Class B-1 Certificates
ADELPHIA COMMS: Has Until Sept. 16 to Remove State Court Actions
AIR CANADA: Adds Flights in Response to Jetsgo Shutdown

ALOHA AIRLINES: Ableco & Goldman Extend $65 Million DIP Facility
AMERICREDIT CORP: Good Finances Prompt S&P to Upgrade Ratings
ARCHITECTURAL METALS: Case Summary & 20 Largest Unsec. Creditors
ATA AIRLINES: Examiner Recommends Subsidiary Sale as Going Concern
ATA AIRLINES: Court Approves Chicago Express Sale Protocol

BEAR STEARNS: Fitch Affirms Five Series 1999-WF2 Low-B Ratings
BEVERLY ENT: Sale Talks Cue Fitch to Put Rating on Watch Evolving
BONUS STORES: Liquidating Agent Wants Removal Period Extended
BOUNDLESS CORP: Asks Court to Approve Sale of Surplus Assets
BOUNDLESS CORP: Asks Court to Okay Daley-Hodkin Letter Agreement

CARSON FURNITURE: Case Summary & 20 Largest Unsecured Creditors
CATHOLIC CHURCH: Court Sets Spokane's Investment Guidelines
CHRISTOPHER'S MEN'S: Case Summary & 20 Largest Unsecured Creditors
COGENTRIX ENERGY: S&P Puts BB+ Rating on New $700M Sr. Sec. Loan
COUR D' ALENE: Posts $13 Million Fourth Quarter Net Income

COUR D' ALENE: Explains Delay in SEC Annual Report Filing
DB COS: Judge Walsh Approves Disclosure Statement
DELPHI CORP: Sale to Johnson Won't Affect Ratings, Says Fitch
DOLLAR GENERAL: Moody's Reviewing Ba2 Ratings & May Upgrade
EAGLEPICHER INC: Names Bert Iedema as President & CEO

EXIDE TECH: Elects Mark Demetree to Board of Directors
FAIRPOINT COMMS: IPO Completion Cues S&P to Lift Rating to BB-
FELCOR LODGING: Moody's Assigns B3 Rating to Preferred Stock
GLOBAL CROSSING: Sells Unit to Matrix Telecom for $40.5 Million
GOODYEAR TIRE: Moody's Places B3 Rating on New $300M Jr. Term Loan

HANOVER DIRECT: John Swatek Succeeds Charles Blue as CFO
HEXACON ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
HOLLINGER INT'L: Ill. Dist. Court Won't Dismiss $425 Mil. Lawsuit
HOLLINGER INT'L: Names Gregory A. Stoklosa as VP for Finance
HOME EQUITY: Moody's Rates $7M Class M-10 Variable Certs. at Ba1

HOSPITALITY ASSOCIATES: Plans to Sell Assets to Repay Debts
INTERSTATE BAKERIES: Wants to Walk Away from Kansas Property Lease
J. SILVER CLOTHING: 40-Store Chain Goes to the Auction Block
JETSGO: Air Canada Adds Flights in Response to Company Shutdown
KITCHEN ETC: Clear Thinking to Administer Reorganization Plan

LIFEPOINT HOSPITALS: S&P Rates Proposed $1.4 Bil. Facility at BB
LIFEPOINT HOSPITALS: Moody's Rates Planned $1.4 Bil. Debt at Ba3
LIONEL LLC: Has Until January 2006 to File Reorganization Plan
MARTIN WRIGHT: Files for Chapter 11 Protection in San Antonio
MIRANT CORP: Removes Calif. Atty. General's "Unjust Profit" Suit

MONSOUR MEDICAL: Exits Chapter 11 with $2.5 Million of New Money
MORGAN STANLEY: S&P Upgrades Ratings on Four Certificate Classes
NORTHWEST TOOL: Case Summary & 20 Largest Unsecured Creditors
NRG ENERGY: Look for Annual Report on March 31
ONE TO ONE: Case Summary & 20 Largest Unsecured Creditors

ORIGEN'S MANUFACTURED: Moody's Junks 8.30% Class M-2 Certificates
OWENS CORNING: Lehman Brothers Reports 6.27% Equity Stake
PEABODY ENERGY: Buys Coal Reserves & Surface Assets in Ill. & Ind.
PEGASUS SATELLITE: Plan Confirmation Hearing Continued to Mar. 30
POGO PRODUCING: Moody's Assigns Ba3 Rating to $300M Sr. Sub. Notes

POGO PRODUCING: S&P Puts BB Rating on Proposed $300M Sub. Notes
QUEEN'S SEAPORT: Taps Jeffer Mangels as Reorganization Counsel
RIBILICIOUS LLC: Case Summary & 22 Largest Unsecured Creditors
SOLUTIA INC: Gets Court Nod to Walk Away from Gateway Contracts
SPHERION CORP: Names Anne Szostak to Board of Directors

SPIEGEL INC: Taps Michael Hannafan as Illinois Local Counsel
SPIEGEL INC: Wants to Conduct Eddie Bauer Store Closing Sales
SPX CORP: Fitch Affirms Senior Debt Ratings at BB & BB+
SUNSTATE EQUIPMENT: Moody's Puts B3 Rating on Planned $175M Notes
THORNBURG MORTGAGE: Fitch Puts BB- Rating on $50MM Preferred Stock

UAL CORP: Committee Wants Air Wisconsin Agreement Modified
USG CORP: Wants to Amend $100 Million LaSalle L/C Facility
VICORP RESTAURANTS: Delays Form 10-Q Filing Due to Ongoing Probe
WINN-DIXIE: Court Orders Timely Payment to Utility Companies
WORLDCOM INC: District Court Gives Prelim Nod on Settlements

YUKOS OIL: District Court Says Gazpromneft Appeal is Moot
YUKOS OIL: Denies Monetary Liability to Rosneft

* William W. Kannel Inducted Into American College of Bankruptcy

                          *********

ABITIBI CONSOLIDATED: Moody's Rates New $500M Sr. Unsec. Debt Ba3
-----------------------------------------------------------------
Moody's Investors Service rated Abitibi-Consolidated Inc.'s new
(up to) US$500 million senior unsecured debt issue Ba3.
Concurrently, the company's Ba3 senior implied, senior unsecured
and issuer ratings were affirmed, as was the SGL-4 speculative
grade liquidity rating (indicating weak liquidity).  Since the
debt issue and tender offer eliminate near term maturities,
Moody's anticipates the SGL rating will be upgraded upon
completion.

The outlook remains negative.  While the new US$500 million debt
issue and refinance are neutral to Abitibi's debt leverage,
Moody's has noted in recent communications that the company's
credit protection metrics lagged its rating, and that proactive
steps were required so as to more appropriately balance cash flow
to debt.

While Moody's is encouraged that the Company's ongoing "in-depth
operations review" involving four paper-making facilities -- part
of longer term effort to restructure the North American newsprint
sector - will have a positive impact on newsprint market
fundamentals, given the measured pace with which pricing increases
are being implemented, and given the potential of slowing economic
growth in 2006, Moody's remains concerned that the company's cash
flow will not reach adequate levels relative to its debt load in
advance of a potential cyclical demand decrease and pricing
retreat.

Accordingly, the time frame for significant improvement in credit
statistics is advancing.  Should this not occur over the very near
term, whether by way of significantly improved cash flow from
operations or as a result of proactive debt reduction, Moody's
will re-evaluate Abitibi's rating.  This could occur before the
end of the calendar year.

Until conclusive evidence of the benefits of the market structure
revisions the company is leading is observed on a sustained basis,
a ratings upgrade is unlikely.  The most positive near-to-mid term
rating action would involve the outlook being revised to stable
from negative.  In absence of near term progress in permanently
improving credit metrics, a ratings downgrade would be considered.

Rating issued:

Abitibi-Consolidated Company of Canada:

   * Senior unsecured 7-and-10 year notes of up to US$500 million    
     (term-to-maturity split to be determined): Ba3

Ratings affirmed:

Abitibi-Consolidated Inc.:

Outlook: negative

   * Senior Implied: Ba3
   * Issuer: Ba3
   * Senior Unsecured: Ba3
   * Senior Unsecured Shelf Registration: (P)Ba3
   * Speculative Grade Liquidity Rating: SGL-4

Abitibi-Consolidated Company of Canada:

Outlook: negative

   * Bkd Senior Unsecured: Ba3
   * Senior Unsecured Shelf Registration: (P)Ba3

Abitibi-Consolidated Finance L.P.:

Outlook: negative

   * Bkd Senior Unsecured: Ba3
   * Senior Unsecured Shelf Registration: (P) Ba3

Donohue Forest Products Inc.:

Outlook: negative

   * Bkd Senior Unsecured: Ba3

The Ba3 ratings reflect Abitibi's very high financial leverage and
the resulting very poor credit protection measures observed over
the past three years.  In addition, risks stemming from the
ongoing evolution of communication and advertising patterns, and
their consequent impact on the printing and writing papers market,
including the persistent decline of the North American newsprint
business, are an important influence.  So too are risks related to
the company's exposure to further Canadian dollar appreciation,
and as well, pressure from other input costs such as wood,
electricity, chemicals and labor.

The company's results have been quite cyclical and are expected to
remain so, with demand, price and cash flow varying widely over
short periods of time.  Lastly, Moody's anticipates that
alternative uses of cash flow (pension funding, selected
investments) are likely to adversely affect debt reduction.

Despite the margin erosion caused by the above-noted exchange rate
dynamic, Abitibi continues to have relatively low cash costs of
production compared to its peer group.  This is supported by good
backwards integration into fiber supply and good energy self-
sufficiency.  The uncoated mechanical papers market appears to
have modest positive momentum, with five price increases in past
two years, and with capacity utilization in the commercial
printing sector improving from a very low base.

Despite its debt burden, the company has taken a leadership role
in managing supply in order to balance the market, and recently
announced an additional initiative that Moody's expects will
assist in improving both market fundamentals and the company's
position.  Successive term debt maturities through 2011 provide an
opportunity to de-lever if cash flow is available.  While the
company is not actively selling assets, it has significant
flexibility to reduce debt from asset sale proceeds.

Moody's expects the company's quarterly LTM results to improve
sequentially through 2005.  With the US$401 million August 2005
debt maturity being refinanced, Abitibi's liquidity position will
improve.  In the interim, notwithstanding Abitibi's capital
markets' access and ability to execute the refinance, the existing
SGL-4 score indicating weak liquidity will remain.

The company maintains a C$816 million revolver that is largely
un-drawn and a US$500 million accounts receivable securitization
vehicle that is generally more fully utilized.  The bank facility
matures in June 2006. Moody's views it as adequate back-up for the
approximately C$400-to-C$500 million in outstanding receivables'
financing.

However, with such a large proportion of the bank facility backing
up the receivables facility, Abitibi has little capacity to use
the bank facility to assist with repaying long term debt
maturities in advance of cash flow from operations being
available.  Abitibi is in compliance with its key financial
covenants (Maximum Debt-to-Capitalization (65.8% actual at
December 31, 2004 versus 70% threshold), and Minimum Interest
Coverage (2.1x actual versus 1.25x threshold; threshold increases
to 1.50x for each quarter-end in 2005, and 1.75x thereafter)).

Moody's estimates that Abitibi could access the entire unused
amount of the credit facility without violating its Debt-to-
Capitalization covenant.  While the company is expected to be
modestly Free Cash Flow positive in 2005, it may not turn a
profit.  Consequently, the cushion relative to this test may not
be as great going forward.  However, so long as Abitibi is not
required to make material adjustments to the carrying value of
certain assets (idled assets whose carrying value has not been
written-off), and so long as additional price increases are
realized during the course of the year, Abitibi should be able to
manage this figure so that compliance is maintained.  With Cash
Flow from Operations expected to display sequential improvement
over the next several quarters, Moody's also expects the Interest
Coverage test cushion to increase through 2005.

The outlook is negative, and reflects Moody's assessment of the
challenges facing the company in normalizing the relationship
between its debt load and its cash flow at the Ba3 rating level.
The North American newsprint market is characterized by declining
demand, and is in the midst of a protracted restructuring with
participants removing capacity in order to better balance supply
with demand.

However, the sustainability of the pricing impact of supply
management initiatives is not yet proven. For a given level of
demand, Moody's is skeptical that consumers will accept pricing
increases as a result of input price or exchange rate induced
cost-push pressures.  In the context of gradually declining
demand, and with the potential of slowing economic growth, it is
not certain that margins can be expanded on a sustainable basis,
and consequently, margins may remain under significant pressure.
Accordingly, Moody's is concerned that difficult North American
market fundamentals may cause current commodity pricing to be
representative of near peak levels.

Therefore, while Moody's expects Abitibi's 2005 results to show
improvement over the dismal results posted for the past three
years, the magnitude and sustainability of the improvement are
uncertain.  There are also risks that decreases in North American
demand may yet again accelerate, or that the company's relative
cost position will be further eroded by appreciation of the
Canadian dollar, both of which would augment the required debt-to-
cash flow adjustments.

Moody's expectations for a Ba3 rating include average through-the-
cycle RCF in excess of 10%, with the related FCF measure in excess
of 5%.  Note that Moody's debt figures include adjustments for
off-Balance Sheet Accounts Receivable securitization vehicles.
Moody's also accounts for operating leases and unfunded pensions,
and while these are not included in the above figures, they do
contribute incremental leverage that must be assessed.

As noted above, Abitibi has a significant pension funding deficit
that adds to leverage.  Also as noted above, until conclusive
evidence of the benefits of the market structure revisions the
company is leading is observed on a sustained basis, a ratings
upgrade is unlikely.  The most positive near-to-mid term rating
action would involve the outlook being revised to stable from
negative.  In absence of near term progress in permanently
improving credit metrics, or in the event either or both of 2005
results and expectations for 2006 do not show dramatic improvement
over the recent past, a ratings downgrade becomes more likely.  
A downgrade would also result from significant debt-financed
acquisition activity or were liquidity arrangements to
deteriorated significantly.

Abitibi-Consolidated, Inc., headquartered in Montreal, Quebec, is
North America's leader in newsprint and uncoated mechanical paper
and also has a significant lumber business.


ABITIBI-CONSOLIDATED: S&P Rates $450M Sr. Unsec. Notes at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating
to newsprint producer Abitibi-Consolidated Co. of Canada's
US$450 million senior unsecured notes due 2015, issued pursuant to
the company's US$800 million shelf registration.  The notes are
unconditionally guaranteed by its parent, Abitibi-Consolidated
Inc.  At the same time, Standard & Poor's affirmed its 'BB-'
long-term corporate credit and senior unsecured debt ratings. The
outlook is negative.

"Proceeds from the new issue will be used to refinance existing
debt due in August 2005 and December 2006," said Standard & Poor's
credit analyst Daniel Parker.  "The refinancing will improve
Abitibi's maturity schedule and liquidity," Mr. Parker added.

The ratings on Abitibi reflect its high debt levels, heavy
exposure to cyclical commodity-oriented groundwood papers, and
weak, but improving financial performance following several years
of poor industry conditions.  In the past five years the demand
for newsprint has declined by about 15% because of waning
newspaper readership, the infiltration of electronic media in the
dissemination of information and advertising, and the migration of
commercial printing to more value-added grades.  These risks are
partially offset by the company's leading market share position in
newsprint and groundwood papers, and by its competitive cost
position in North America.

Standard & Poor's remains concerned that Abitibi will not be able
to materially reduce debt through internally generated cash flow
in the next 12-24 months.  Even at recent stronger newsprint
prices, Abitibi's existing debt load in relation to its ability to
generate cash is high for the ratings.  The appreciation of the
Canadian dollar has further hampered efforts to generate cash to
reduce debt.  For every one U.S. cent appreciation of the Canadian
dollar, EBITDA is negatively affected by about C$35 million
(net of hedging).  As all of Abitibi's debt is denominated in U.S.
dollars, the negative cash flow effect is partially offset by a
decline in the translated Canadian dollar debt level.

Abitibi's profitability and cash flow generation have been weak
because of a stronger Canadian dollar and structural changes to
North American newsprint demand.  In response to declining demand,
newsprint producers (led by Abitibi), have closed substantial
capacity in order to improve industry operating rates, which are
currently at about 95%.  Prices have slowly improved to US$580 per
ton, which is a relatively strong market price, and the producers
are determined to further increase prices in 2005.  Further prices
increases will be difficult to implement, however, as demand
continues to decline.

The negative outlook reflects Standard & Poor's concerns that the
ratings could be lowered further if the company does not start
reducing its current debt levels.  Standard & Poor's believes that
the company is poorly positioned financially to weather a cyclical
downturn.  The company does have some strategic options, however,
which provide a level of nonoperational flexibility.  In order for
the ratings to improve, the company must materially reduce debt
(through improved cash generation, or other strategic decisions).


ACCESS FINANCIAL: Moody's Junks 8.040% Class B-1 Certificates
-------------------------------------------------------------
Moody's Investors Service has downgraded three subordinate
certificates of Access Financial's manufactured housing
securitizations.  The rating action concludes Moody's ratings
review, which began on March 7, 2005.

Moody's previously downgraded several subordinate certificates of
Access Financial's 1995-1 and 1996-1 manufactured housing
securitizations in September 2004.  The rating actions were
primarily based on the continued deterioration in the performance
of the manufactured housing loans and the resulting erosion in
credit support.

The current rating action is prompted by the continued weaker-
than-anticipated performance of Access Financial's manufactured
housing pools.  As of the February 15, 2005 remittance report,
cumulative losses and cumulative repossessions for the 1995-1
securitization were 23.45% and 35.00%, respectively, with
approximately 27% of the pool balance outstanding.

Cumulative losses and cumulative repossessions for the 1996-1
securitization equaled 25.22% and 36.83%, respectively, with
approximately 29% of the pool balance outstanding.  Loss
severities for the past six months on liquidated collateral for
both transactions averaged approximately 94%.
Overcollateralization in both transactions has been completely
eroded and the pool balances are currently below the certificate
balances.

The complete ratings action are:

Issuer: Access Financial Manufactured Housing Contract Trust,

Series 1995-1:

   * 7.650% Class B-1 Certificates, downgraded from Ba2 to B2

Series 1996-1:

   * 7.975% Class A-6 Certificates, downgraded from Aa3 to A1
   * 8.040% Class B-1 Certificates, downgraded from Caa2 to Ca

Access Financial Lending Corp. is a wholly owned subsidiary of
Cargill Financial Services Corporation.  Access is headquartered
in Minneapolis, Minnesota.  The loans are currently serviced by
Vanderbilt Mortgage & Finance.


ADELPHIA COMMS: Has Until Sept. 16 to Remove State Court Actions
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period within which Adelphia Communications
Corporation and its debtor-affiliates can file notices of removal
with respect to prepetition civil actions, until the later to
occur of:

    (a) September 16, 2005; or

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

Since they filed for bankruptcy, the ACOM Debtors have been called
to respond to myriad and complex issues related to filing of their
Chapter 11 cases.  Despite many competing demands, the Debtors
undertook the process of reviewing civil state court actions or
proceedings to determine whether removal is appropriate.

According to Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher, in New York, the ACOM Debtors are currently party to
several hundred State Court Actions.  The extension would afford
the Debtors the opportunity to make fully informed decisions
concerning removal of State Court Actions without prematurely
waiving the automatic stay and assure that the Debtors do not
forfeit valuable rights under Section 1452 of the Judiciary
Procedures Code, Ms. Chapman adds.

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


AIR CANADA: Adds Flights in Response to Jetsgo Shutdown
-------------------------------------------------------
Air Canada is adjusting its domestic Canada schedule to add
flights between major cities across Canada in light of Jetsgo's
sudden shut down on March 11, 2005.  The carrier will add new
daily round trip services between Toronto and Vancouver, Calgary,
Winnipeg and Halifax in time for the peak summer travel season.  
Air Canada's increase in services will be implemented in stages
across the country as plans are finalized.

In addition, in the coming days Air Canada will implement
increases to its market-leading Rapidair shuttle service in the
Toronto-Montreal-Ottawa corridor.  Beginning this month, the
carrier will boost service between Toronto and Ottawa with an
additional 10 one-way flights per week, for a total of up to
38 one-way flights per day.  Air Canada is also boosting its
schedule between Toronto and Montreal with an additional 22 one
way flights per week for a total of up to 50 one way flights per
day, representing by far the market leading position for frequent
air service between Canada's two largest cities.

"We are making these schedule improvements where we see demand
increase for Air Canada services as a direct result of the
withdrawal of Jetsgo," said Ben Smith, Vice President, Network
Planning.  "We will continue to evaluate market demand on an
on-going basis and make adjustments to our schedule and deployment
of capacity to ensure Air Canada maintains its market leading
position as the airline of choice with the lowest fares to the
greatest number of destinations on an everyday basis, bar none."

As reported in the Troubled Company Reporter on Mar. 14, 2005,
Jetsgo Corporation ceased all operations.  The Company asked the
Quebec Superior Court to immediately grant it protection under the
Companies' Creditors Arrangement Act.  Court protection will allow
Jetsgo to consider all options available to reorganize its
affairs.

Jetsgo provided passenger flights to around 20 destinations in
Canada and the US and had nine planes, making it Canada's third
largest carrier.  

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)


ALOHA AIRLINES: Ableco & Goldman Extend $65 Million DIP Facility
----------------------------------------------------------------
Prabha Natarajan, writing for the Pacific Business Journal,
reports that Aloha Airlines has secured $65 million of debtor-in-
possession financing from Ableco Finance LLC and Goldman Sachs
Credit Partners LP.  This deal replaces a $90 million package
MatlinPatterson Global Opportunities Partners II LP had previously
offered to the carrier.  

"Without the protection afforded by Chapter 11 of the Bankruptcy
Code, [Aloha] will run out of cash and will not be able to operate
after March 30, 2005," the company said in a court filing Mr.
Natarajan reviewed.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service  
connecting the five major airports in the State of Hawaii. Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors it listed more than
$50 million in estimated assets and debts.


AMERICREDIT CORP: Good Finances Prompt S&P to Upgrade Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on AmeriCredit Corp. to 'BB-' from
'B' and raised its unsecured debt rating to 'B+' from 'B'.  The
outlook was revised to stable from positive.

"The upgrade recognizes the continued improvement in AmeriCredit's
financial performance as shown by its good asset quality measures,
improving liquidity position, strong balance sheet, and
significant capital base," said Standard & Poor's credit analyst
Lisa J. Archinow, CFA.

The ratings incorporate the solid progress that the company has
made in restructuring in accordance with its turnaround plan
announced in February 2003.  Since that time, AmeriCredit has
effectively boosted loan originations to a more normalized level
and has improved the credit performance of its portfolio.
Following the gradual improvement in the economy, and the
aggressive tactics management took to revamp its underwriting and
collections processes, asset quality has improved.  Charge-offs in
the December quarter are explained by the seasonality of the
business and the general seasoning of the portfolio.  
Additionally, better performing loans originated during 2003 and
2004 represented a meaningful 51% of the portfolio at calendar
year-end 2004, and this should translate into better performing
asset quality trends.  Profitability trends continue to be
favorable for the six months ended Dec. 31, 2004, as the company
earned a net interest margin of 13.4%, and an after-tax return on
managed assets of 2.6%, which is in the company's targeted range.

We will continue to monitor the company's growth initiatives to
achieve its loan volume target, including the level of branch
expansion, the quality of its dealer base, and new business
volume.  While AmeriCredit's use of deferrals has been an economic
benefit to the company, as cash flows from deferred accounts have
exceeded the additional depreciation on the collateral, we
continue to be concerned that the company may be deferring problem
accounts, while recognizing that most subprime lenders employ this
strategy.

Forth Worth, Texas-based AmeriCredit, with $9.4 billion in assets
at Dec. 31, 2004, is a leading independent subprime automobile
lender, targeting 'B' and 'C' customers that generally have
limited access to traditional credit sources.

The stable outlook reflects AmeriCredit's strong financial
performance and improving liquidity position, significant capital
base to cushion higher-risk adjusted losses, and maintenance of
acceptable delinquencies and net charge-offs.


ARCHITECTURAL METALS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Architectural Metals, Inc.
        6243 Jefferson Pike
        Frederick, Maryland

Bankruptcy Case No.: 05-16198

Type of Business: The Debtor manufactures fabricated structural
                  metals.

Chapter 11 Petition Date: March 18, 2005

Court: District of Maryland

Judge: Nancy V. Alquist

Debtor's Counsel: James A. Vidmar, Jr., Esq.
                  Jennifer D. Larkin, Esq.
                  Linowes and Blocher
                  7200 Wisconsin Avenue, Suite 800
                  Bethesda, Maryland 20814-4842
                  Tel: (301) 961-5126

Estimated Total Assets: $1 Million to $10 Million

Estimated Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Durrett Sheppard                                         $65,413   
Steel Co., Inc.
PO Box 758656
Baltimore, MD 21275-8656

Metals USA Plates                                        $48,543
and Shapes Northeast
PO Box 827110
Philadelphia, PA 19182-7110

American Express                                         $32,927
PO Box 360002
Fort Lauderdale, FL 33336

Posner Industries                                        $28,517

US Bank                                                  $26,567

Insurance Brokers of MD         Policy #                 $25,222
                                CPP0684811/
                                WC181776401

BMG Metals, Inc.                                         $24,424

Hildebrand, Limparis                                     $23,795
& Associates

Sunbelt Rentals, PC                                      $23,391

Canam Steel Corp.                                        $22,279

Lee's Gas Supplies, Inc.                                 $22,153

Fastenal Company                                         $16,953

Citibank                                                 $16,329

Tri-State Shearing                                       $15,724

L & L Welding, LLC                                       $15,344

American Express                                         $14,928

Fleet                                                    $12,478
Bank of America Payments

Wooster Products, Inc.                                   $12,237

Nicholas J. Bouras, Inc.                                 $11,000

Exxon Mobil Fleet Card Services                          $10,798


ATA AIRLINES: Examiner Recommends Subsidiary Sale as Going Concern
------------------------------------------------------------------
Kenneth J. Malek, the Court-appointed Examiner, performed an
examination on issues involving Chicago Express Airlines, Inc.:

   (a) The facts and circumstances that may be relevant to a
       judicial determination of the enforceability or
       avoidability of any guarantees provided by Chicago Express
       with respect to pre- and post-petition obligations of
       Debtors ATA Holdings Corp. or ATA Airlines, Inc.,
       including the nature and value of consideration provided
       to Chicago Express in connection with the guarantees;

   (b) The basis and validity or invalidity of the approximately
       $16.8 million intercompany claim listed in the Non-CEA
       Debtors' schedules as a payable to Chicago Express from
       ATA Airlines as well as any postpetition intercompany
       claims between Chicago Express and the non-CEA Debtors;
       and

   (c) Whether it is in the best interest of Chicago Express to
       be sold as a going concern, as opposed to being
       liquidated, considering, among other factors, the
       resources available to Chicago Express.

Mr. Malek submitted a written report on his factual findings to
the United States Bankruptcy Court for the Southern District of
Indiana on March 18, 2005.

                          Guarantees

Had ATA Airlines, Inc.'s management permitted, Mr. Malek believes
that Chicago Express could have established a code-share
arrangement in addition to or in replacement of that which it had
with ATA Airlines.  Whether the existence of that possibility
would be sufficient to cause the upstream guarantees by Chicago
Express to fail the reasonably equivalent value test, the Examiner
says, is a complex legal and factual issue, which costs and time
necessary for its resolution are inconsistent with the value and
time sensitivities of Chicago Express' bankruptcy estate.

Mr. Malek tells the Court that, if a purchaser wishes to purchase
stock and have the case against Chicago Express dismissed, so that
the purchaser would be buying the stock in a manner that the
purchaser would assume the risk of either negotiating with the
holders of the guaranteed debt or of prevailing in any legal
contest of the issue, that should not be of concern to the
Debtors and their counsel, so long as the purchaser would be
paying at least the liquidation value of Chicago Express in cash
equivalent value.

The Examiner believes that, so long as a highest bidder will be
providing cash equivalent value at least equal to the liquidation
value, the best interest of creditors test can be met with respect
to that bidder.

The Examiner notes that his budget has not allowed him to study
the traffic and revenue levels of ATA Airlines' and Chicago
Express' routes, so as to determine when bankruptcy became
imminent.

                      Intercompany Claims

Pursuant to the Debtors' financial statements, Chicago Express has
intercompany account receivables from ATA Airlines from January 1,
2002, through January 31, 2005:

                              Jan. 1, 2002 to    Nov. 1, 2004 to
                              Oct. 31, 2004      Jan. 31, 2005
                              -----------------  ----------------
Opening balance                  ($19,928,000)                $0

Intercompany revenues booked,
based on fixed departure fees     210,898,000         16,567,000

Cash funding for payroll and
other payables                   (129,136,000)       (10,627,000)

Lease and sublease costs
for Chicago Express' aircraft     (17,379,000)        (1,638,000)

Other                             (26,628,000)        (7,018,000)
                              ---------------    ---------------
Ending balances                   $17,827,000        ($2,716,000)
                              ===============    ===============

Chicago Express owed ATA Holdings an offsetting amount of
$1,950,000.  ATA Holdings funded Chicago Express' purchase of
aircraft engines prior to December 31, 2001.

The monthly intercompany revenue allocation from ATA Airlines to
Chicago Express for the entire month does not occur until the
close of the month, as part of month-end accounting.  To estimate
the intercompany balance as of the October 26, 2004 Petition
Date, Mr. Malek subtracted 5/30th of the net November 2004
activity from the balance as of October 31, 2004.  This has the
effect of slightly decreasing the postpetition payable by Chicago
Express to ATA Airlines and slightly decreasing the prepetition
receivable by Chicago Express from ATA Airlines.  The resulting
balances are:

                                  Prepetition       Postpetition
                                  -----------       ------------
Chicago Express' amount
receivable as of 10/31/04
from ATA Airlines                 $17,827,000       ($2,716,000)

Reclassification of five
Days' activity                       (235,000)          235,000

Chicago Express' amount
payable as of 10/26/04
to ATA Holdings                    (1,950,000)                0
                                  -----------      ------------
Chicago Express'
net receivables                   $15,642,000      ($2,481,000)

Mr. Malek reports that Chicago Express has a valid prepetition
receivable of $15,642,000.  On the other hand, Chicago Express
owes ATA Airlines a postpetition amount of $2,481,000.

              Chicago Express' Net Liquidation Value

Mr. Malek reviewed Chicago Express' January 31, 2005 Balance Sheet
in computing the liquidation value of Chicago Express.  For
purposes of establishing a cash value floor in a going-concern
sale, the Examiner included a $297,422 unrestricted cash balance
that Chicago Express has as of January 31, which, the Examiner
finds, appears to be a reasonable operating cash balance.

Mr. Malek, however, excluded a $17,592,000 prepetition
intercompany receivable from ATA Airlines, on the assumption that
the purchaser would not acquire the asset.  Mr. Malek explains
that it is easier to leave the intercompany receivable with the
bankruptcy estates so as to fund potential creditor recoveries
independent of the risk of business operations of Chicago Express'
fleet and other business assets.

Mr. Malek advises the Court that the expected proceeds of
liquidation of Chicago Express is $992,486, net of all costs and
expenses.

                                                     Estimated
                               Book     Estimated   Liquidation
                               Value     Recovery     Proceeds
                               -----     --------   -----------
Cash and cash equivalents    $297,422     100.00%     $297,422
Accounts receivable, net       78,614     100.00%       78,614
Prepetition intercompany
receivable                17,592,000       0.00%            -
Inventories, net            2,097,382      10.00%      209,738
Prepaid items                 604,436       0.00%            -
Deposits and other assets     589,190       0.00%            -
Property and equipment      6,951,397      10.00%      695,140
Leasehold improvements        875,288       0.00%            -
Goodwill and going
concern value              1,501,466       0.00%            -
                           -----------
Book Value Subtotal       $30,587,195
Postpetition payable
owed to ATA Airlines       (2,480,832)
                           -----------
Total Assets Reported as
of 1/31/05                 $28,106,363
                                                    -----------
   Estimated Value of Net Liquidation Proceeds      $1,280,914
   Trustee fee                                         (38,427)
   Professional fees                                  (250,000)
                                                    -----------
   Estimated Net Liquidation Value                    $992,486
                                                    ===========

         Chicago Express Should Be Sold As Going Concern

Mr. Malek recommends that the parties attempt to sell the Chicago
Express operations, if at all practicable, on a going-concern
basis under Section 363 of the Bankruptcy Code.

Based on all the facts and circumstances of Chicago Express, its
Federal Aviation Administration Certificate and its Department of
Transportation Fitness Authority, and the possible continuing
existence of significant upstream guarantee obligations, the
Examiner believes that it is possible to structure the sale of
Chicago Express' operations as a going concern, which could
provide maximum benefit to creditors.

Mr. Malek suggests that the overall architecture of the sale
should have these terms:

   (1) Minimum cash equivalent bid for Chicago Express' assets of
       $1 million.  If no bidder provides this level of
       consideration in immediate cash equivalent value, then
       Chicago Express should be liquidated.

   (2) Bidders negotiate with AMR Leasing and ATA Airlines for
       interim lease terms to retain the Saab 340B aircraft in
       regular service while the winning bidder secures
       commitment from the FAA and DOT that it will be
       able to retain Chicago Express' FAA Certificate and DOT
       Authority.

   (3) Bidders negotiate with the Debtors' bankruptcy counsel a
       cash collateral arrangement that would allow the winning
       bidder to fund and receive the benefit of operating
       Chicago Express' aircraft for the period between March 28
       and the time of final closing of the sale.  The time of
       final closing presumably would be on or after the date
       that the winning bidder would receive approval from the
       FAA and DOT.

   (4) The purchase of assets of Chicago Express can take the
       form of a sale under Section 363(b), so that purchasers
       take assets essentially free and clear. It may be helpful
       to also acquire Chicago Express' stock, since the
       Certificate and Fitness Authority are not per se
       transferable.  However, in view of the potential upstream
       guarantee liabilities, the assets probably should be
       cleansed through the Section 363(b) sale mechanism.  Once
       the FAA and DOT approvals are received, it may be
       possible, subject to advice from legal counsel, to have
       Chicago Express' Chapter 11 case dismissed.

   (5) Should a purchaser desire to purchase only stock and leave
       the assets in corporate solution, then that purchaser
       would need to address any issues relating to the upstream
       guarantees.  However, so long as that purchaser would be
       willing to pay at least $1 million cash equivalent value,
       the fact that the purchaser wants to purchase stock and
       not assets should not prevent it from becoming the winning
       bidder.

   (6) Similarly, so long as a purchaser is willing to pay at
       least $1 million cash equivalent value that can be used to
       fund payments to current creditors of Chicago Express, the
       purchaser should not be disqualified from becoming the
       winning bidder merely because it has not submitted a
       business plan to the Debtors' counsel for the Debtors.
       The FAA and the DOT will do what is necessary to ensure
       the safety of the flying public, and it is not necessary
       for the Debtors or their advisors to attempt to replicate
       any activities of the FAA and DOT in terms of ensuring
       that potential bidders have capability to operate an
       airline.

   (7) The transfer of consideration could be:

       (a) $1 million or greater cash equivalent value paid by
           the winning bidder to Chicago Express' bankruptcy
           estate in a Section 363(b) sale;

       (b) Chicago Express distributes $1 million or greater and
           intercompany account receivable to ATA Holdings, to
           hold on behalf of Chicago Express' creditors; and

       (c) Chicago Express' stock is sold to the winning bidder,
           with corporate shell remaining subject to prepetition
           liabilities.

       These liabilities would eventually be dealt with under the
       global ATA Holdings plan of reorganization. The source of
       payment for these liabilities, absent a substantive
       consolidation plan, would be principally the $1 million or
       greater cash equivalent value plus the proceeds from the
       prepetition intercompany account receivable.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Court Approves Chicago Express Sale Protocol
----------------------------------------------------------
ATA Airlines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of Indiana to
approve procedures related to the possible sale of the assets of
Chicago Express Airlines, Inc., including the common stock of
Chicago Express held by ATA Holdings, Inc.

The Debtors also ask Judge Lorch to set a hearing to consider the
sale of Chicago Express to the buyer with the highest and best
offer on April 1, 2005.

The Debtors will accept bids for the Chicago Express assets until
March 25, 2005.

If the Debtors identify more than one Qualifying Bid that they
determine would likely yield greater net present value to the
estates following an auction and the lowest of the Qualifying Bids
-- or combination of Qualifying Bids -- is within $250,000 in net
present cash value of the highest and best of the Qualifying Bids,
the Debtors will invite each the Qualifying Bidder by March 28,
2005, to participate in an auction.

The Debtors will hold the auction on April 1, 2005, in New
Albany, Indiana.

Only Qualified Bidders invited to the Auction by the Debtors may
participate in the Auction.  Each Qualified Bidder invited to the
Auction will receive concurrent with its invitation to the
Auction and will keep confidential pursuant to the
Confidentiality Agreement, the Qualifying Bids of the other
Qualified Bidders invited to the Auction.

The Debtors require Qualifying Bids that contemplate the purchase
of the common stock of Chicago Express to provide information
sufficient to allow the Debtors to evaluate the potential recovery
by the prepetition and postpetition creditors of Chicago Express
if the sale is consummated.

All Qualifying Bids must include a good faith deposit equal to not
less than 10% of the bid value in terms of cash and assumed debt.  
All Qualifying Bids must be irrevocable until the earlier of (1)
closing of a Sale to another party of assets included in the
offer, or (2) May 30, 2005.

In evaluating the Bids, the Debtors will consult the United
States Trustee, the professionals of the Official Committee of
Unsecured Creditors, the Air Transportation Stabilization Board,
the Tranche A and Tranche B lenders under the loan guaranteed by
the ATSB, and Southwest Airlines Co. as the DIP lender.

The Debtors may afford bid protections, like break-up fee and
overbid limitation, to a Qualified Bid that merits protections
typically afforded to a "Stalking Horse" bid.  The Debtors will
seek permission from the Court to provide those protections by
March 28, 2005.

All other Qualified Bidders, whose Qualifying Bids would return
net present cash value to the Debtors' estates of not more than
$250,000 less than the Stalking Horse Bid, would be invited to
participate in the Auction.

In the event of an Auction, the Debtors will adopt these rules:

   a.  No bid may be submitted that is less than the Qualified
       Bid submitted by that Qualifying Bidder;

   b.  All bids will be made and received in one room on an open
       basis;

   c.  All bids at the Auction will be fully disclosed to all
       other bidders at the Auction;

   d.  Overbid requirements, if any, will be determined and
       announced at the beginning of the Auction by the Debtors
       and set to ensure an efficient process while maximizing
       value to the estates;

   e.  The Debtors, the ATSB Lenders, and the Committee will
       immediately review each bid and determine which among the
       current bids is the highest and best bid, and announce the
       result to the Qualifying Bidders;

   f.  When in the Debtors' judgment, all Qualifying Bids have
       been submitted and further bidding at the Auction will not
       yield greater value, the Auction will be closed and the
       Debtors will prepare to present the highest and best bid
       to the Court for approval at the Sale Hearing.

The Debtors will sell Chicago Express free and clear of all liens,
claims, interests, and encumbrances with all liens and claims
attaching to the Sale proceeds.

The Debtors will also assume and assign executory contracts or
unexpired leases related to Chicago Express' operation.

        NatTel Wants Chicago Express Sold as Going Concern

NatTel, LLC, tells the Court that the Debtors' request, if
granted, would create the untenable situation in which ATA would
attempt to sell the shares or assets of Chicago Express after
Chicago Express has already shut down and ceased operations on
March 28, 2005.  This renders the Air Carrier Certificate issued
by the Federal Aviation Administration and fitness authority
issued by the U.S. Department of Transportation null and void.  As
a result, Chicago Express would cease to be a going concern, would
have no revenues, no operations, virtually no employees, and will
essentially be in liquidation.  ATA will have succeeded in
needlessly destroying Chicago Express and its 600 jobs, as well
any hope of Chicago Express' creditors to receive any recovery on
their claims.

NatTel explains that there is a "recency of operation" requirement
for commuter airlines pursuant to 14 C.F.R. Section 119.63(a)(1).  
No commuter airline may conduct operations for which it has a
valid FAA Certificate and Operations Specifications unless it has
"conducted that kind of operation within the preceding 30
consecutive calendar days."  This regulation means that, if there
is a cessation of service at any time within the preceding 30
consecutive calendar days, a commuter airline may not resume
service unless and until it satisfies the requirements of 14
C.F.R. Section 119.63(b).

To resume service, however, the airline must, pursuant to 14
C.F.R. Section 119.63(b), not only give the FAA five days' advance
notice of its intention to resume service, but make itself
available for a "full inspection reexamination" to determine
whether the airline "remains properly and adequately equipped and
able to conduct a safe operation."  The local FAA office that
conducts the inspection -- in the case of Chicago Express, the
FAA's Flight Standards District Office in Chicago -- has complete,
total and unfettered discretion in determining whether an airline
seeking to resume service is qualified to do so.  NatTel notes
that there can be no assurance that once Chicago Express ceases
operations on March 28, the FAA will re-qualify it to resume
operations at any time in the future.

A shutdown of Chicago Express on March 28 will also endanger
Chicago Express' DOT authority -- without which it also cannot
operate.  Pursuant to 14 C.F.R. Section 298.24(a), the DOT may
cancel Chicago Express' fitness authority if it ceases operations
or is otherwise found by the DOT not to be "fit, willing and able
to conduct scheduled service."  Chicago Express will not be able
to resume service unless and until it passes a complete DOT
fitness examination.  NatTel notes that there can be no assurance
that once Chicago Express ceases operations, the DOT will find it
fit to resume operations at any time in the future.

NatTel maintains that liquidation of Chicago Express has been
ATA's avowed plan all along.  

NatTel asserts that the only way to maximize value for the estate
and creditors of Chicago Express is to sell the airline as a going
concern before the March 28th shutdown.

              NatTel Proposes Alternative Procedures

NatTel contends that, having a sale hearing on April 1, after
Chicago Express has shut down and ceased operations on March 28,
will be "too little, too late," as the DOT Fitness Authority and
FAA Certificate will be rendered useless and worthless by that
time.  Accordingly, NatTel wants to fast track the sale process.

NatTel wants the Auction conducted on March 26, 2005, and the sale
hearing held on March 25.

NatTel asserts that the sole criterion for determining who is a
"Qualified Bidder" should be simply whether that bidder submitted
a written expression of interest to Compass Advisors, LLP, by
March 7.  Given the totality of the circumstances over the past
90 days regarding ATA's stonewalling of NatTel, NatTel wants to be
automatically deemed a "Qualified Bidder" without any further
action on its part.

Any bid for the purchase of the Chicago Express shares need not
provide any information to ATA as to the "potential recovery by
the prepetition and postpetition creditors of Chicago Express if
such sale is consummated."  This provision, NatTel argues, was
inserted specifically to frustrate its bid for the shares of
Chicago Express, because NatTel is the only bidder for the shares
and has refused to disclose its confidential business plan to ATA
and Compass.  ATA and Compass, NatTel maintains, should be able to
conduct their own analyses and reach their own conclusions as to
potential recoveries for pre- and post-petition creditors of
Chicago Express without requiring any further information from
bidders in general and NatTel in particular.

NatTel also notes that any good faith deposit cannot include the
value of "assumed debt" because, at present, Chicago Express has
debt in excess of $500 million.  This provision, NatTel suspects,
was inserted solely to frustrate its bid for the shares of
Chicago Express.  Under NatTel's offer, the rights of Chicago
Express creditors would be reinstated and creditors could exercise
those rights, if they so choose, without being subject to the
control and domination of ATA.  

Given the timing exigencies, NatTel says there is neither the time
nor the need to identify a "stalking horse" bidder, set break-up
fees or overbid protection.  Moreover, the establishment of a bid
level of $250,000 in net present cash value is arbitrary and does
not reflect the reality of values regarding Chicago Express.

             NatTel Wants Examiner to Supervise Sale

NatTel contends that ATA, Compass nor the ATSB Lenders and
Southwest Airlines should be entrusted to evaluate the bids.  
That duty should rest solely with the Examiner.  The Examiner, as
the only independent party, is the only party who can be trusted
to exercise his fiduciary obligations for the benefit of all
parties-in-interest.

NatTel suggests that the Examiner should simply solicit and
receive all "Qualified Bids" and conduct an auction on March 23,
2005, at his office in Chicago, Illinois, and submit the winning
bid to the Court for approval.

                   Debtors Amend Bid Procedures

The Debtors will invite each Qualifying Bidder, whose
participation in an auction is reasonably likely to result in a
higher and better Qualifying Bid than the highest and best
Qualifying Bid available absent an auction, to participate in the
Auction by March 28, 2005.

The Debtors will hold the Auction on March 31, 2005, instead of
April 1, at the offices of Baker & Daniels, in Indianapolis,
Indiana.

If the Debtors, in consultation with the Committee, the ATSB
Lenders and Southwest Airlines, denominate and the Court affirms a
"Stalking Horse" bidder, the Debtors may recommend that the Court
approve dispensing with an Auction. If the Court, in response to a
Stalking Horse Motion, does not approve dispensing with an
Auction, then an Auction will be held minus a Stalking Horse
bidder.

The Debtors clarify that the buyer with respect to any approved
Sale will be obligated to obtain all government consents and
approvals required for the consummation of the proposed Sale.  To
the extent that any Sale requires regulatory review and approval
from one or more governmental units or agencies, nothing contained
in the Sale Procedures will constitute a waiver of the
requirements.

                          *     *     *

Judge Lorch approves the Sale Procedures proposed by the Debtors.

The Court based its decision on the evidences presented at the
March 21, 2005 hearing, the Examiner's report and "majority of
opinion."

Bids for the Chicago Express Assets are due March 25, 2005.  The
Debtors may conduct an auction on March 31.

The Court will conduct a Sale Hearing on April 1, 2005, in New
Albany, Indiana, to consider the Sale.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BEAR STEARNS: Fitch Affirms Five Series 1999-WF2 Low-B Ratings
--------------------------------------------------------------
Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities,
commercial mortgage pass-through certificates, series 1999-WF2:

        -- $125.5 million class A-1 'AAA';
        -- $525.8 million class A-2 'AAA';
        -- Interest-only class X 'AAA';
        -- $43.2 million class B 'AA+';
        -- $43.2 million class C 'A';
        -- $10.8 million class D 'A-';
        -- $27.0 million class E 'BBB';
        -- $10.8 million class F 'BBB-';
        -- $21.6 million class G 'BB+';
        -- $16.2 million class H 'BB';
        -- $8.1 million class I 'BB-';
        -- $9.5 million class J 'B+';
        -- $10.8 million class K 'B-';
        -- $4.1 million class L remains 'CCC'.

Fitch does not rate the $4.2 million class M.  The affirmations
reflect stable overall loan performance since issuance.  As of the
March 2005 distribution date, the pool's aggregate balance has
been reduced by 20.1% to $863.0 million from $1.08 billion at
issuance.

Currently, there are three loans (2.35%) in special servicing.  
The largest asset (1.09%) is collateralized by a retail center in
Waterford Township, Michigan, and is now real estate owned.  The
current occupancy at the property is 42% as a result of K-Mart
rejecting their Builder's Square lease in 2002.  Based on recent
valuations of the property, a loss is projected at the time of
disposition.

The second largest specially serviced loan (0.82%) is a 440-unit
multifamily property in Jackson, Mississippi.  The loan was
transferred to the special servicer in January 2005 due to
monetary default.  The special servicer is evaluating the property
and potential scenarios that would improve performance.


BEVERLY ENT: Sale Talks Cue Fitch to Put Rating on Watch Evolving
-----------------------------------------------------------------
Fitch Ratings has placed Beverly Enterprises, Inc. on Rating Watch
Evolving.  Beverly's Board of Directors announced they were
putting the company up for sale.  Beverly is currently in the
midst of a Proxy contest with a group led by Formation Capital,
LLC, which includes a host of investors that have collectively
acquired 8.1% of BEV common shares.  Formation has provided an
indication of interest of $11.50 per share of BEV common stock, or
approximately $1.8 billion.

The evolving status reflects the uncertainty regarding the
ultimate acquirer of Beverly, the nature of the transaction, and
the resultant capital structure.  Clearly, a highly levered
transaction would likely warrant a negative ratings response,
while conversely, a transaction more evenly balanced between cash,
equity, and debt could have a positive or have no rating impact.

The rating action covers approximately $460 million in public
debt.

Fitch's ratings on Beverly affected by this action include:

        -- Secured bank facility 'BB';
        -- Senior unsecured debt (indicative) 'BB-';
        -- Senior secured subordinated notes 'B+';
        -- Senior subordinated convertible notes 'B+'.

Fitch notes that Beverly's credit profile has demonstrated
positive momentum over the past 18 months as the company has
pursued an ambitious divestiture program (designed to reduce
liability exposure and shed underperforming facilities), reduced
debt, restructured its capital structure, and pursued a strategy
designed to diversify the company's earnings streams in faster
growing, higher margined ancillary services.  Beverly's fiscal
2004 EBITDA margin expanded to 9.7% from 7.6% in fiscal 2003.

Fitch does anticipate that there will be a modest negative impact
on BEV's first-quarter 2005 performance, regardless of the outcome
of the proxy contest, as BEV will incur unanticipated costs
related to the proxy fight.  During its fourth-quarter earnings
call, BEV management affirmed its 2005 EBITDA goals of $210
million-$215 million (excluding costs related to the Formation bid
and possible Medicare reimbursement decreases for rehabilitation
services).

For fiscal 2004, BEV's coverage (EBITDA/interest) was 4.2 times
and leverage (total debt/EBITDA) was 2.9x.  Net cash flow from
operating activities -- NCFFO -- in 2004 was $75 million, and free
cash flow (NCFFO less capital expenditures) was $13 million.  
Total debt at Dec. 31, 2004, was approximately $560 million, and
cash was $215 million.


BONUS STORES: Liquidating Agent Wants Removal Period Extended
-------------------------------------------------------------
William Kaye, as the Liquidating Agent for the estate of Bonus
Stores, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to extend the deadline to remove actions through and
including June 16, 2005.

The Liquidating Agent needs more time to make fully informed
decisions concerning the removal of civil actions.  An extension
will assure that the Liquidating Agent's valuable rights pursuant
to Section 1452 of the Judiciary Code can be exercised in the
appropriate manner.

Headquartered in Columbia, Mississippi, Bonus Stores, Inc.,
operated a chain of over 360 stores in 13 Southeastern states
offering everyday deep discount prices on basic everyday items.
The Company filed for chapter 11 protection on July 25, 2003
(Bankr. Del. Case No. 03-12284).  Joel A. Waite, Esq., at Young
Conaway Stargatt & Taylor, represents the Debtor.  When the
Company filed for protection from its creditors, it estimated
assets and debts of more than $100 million.  Bonus Stores, Inc.
(fka Bill's Dollar Stores) declared its First Amended Liquidating
Chapter 11 Plan effective on September 20, 2004.


BOUNDLESS CORP: Asks Court to Approve Sale of Surplus Assets
------------------------------------------------------------
Boundless Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of New York to:

   1) authorize the sale of certain of the Debtors' assets, free
      and clear of liens, claims and encumbrances, at an auction;
      or in the alternative permit the Debtors to abandon the
      assets if an Auction is not warranted;

   2) approve the form, manner and extent of the Notice of Sale;
      and

   3) exempt the sale of the assets from stamp or similar taxes
      under Section 1146(c) of the Bankruptcy Code and from the
      provisions of Bankruptcy Rules 6004(g) and 6006(d).  

The Assets for sale consist mostly of surplus assets, including
cubicles, office furniture and equipment in the Debtors' facility.  
The Debtors explain that selling the Assets is appropriate because
they have significantly downsized their businesses, they do not
require and cannot use the Assets, and the disposition of the
Assets will enable them to reduce their expenses.

The Court will convene a status hearing at 2:00 p.m., on April 5,
2005, to consider the Debtors' request.

Headquartered in Hauppauge, New York, Boundless Corp., is a global
technology company and has two subsidiaries: Boundless
Technologies, Inc., a desktop display products company, and
Boundless Manufacturing Services, Inc., an emerging EMS company
providing build-to-order systems manufacturing, printed circuit
board assembly.  The Company and its debtor-affiliates filed for
chapter 11 protection on March 12, 2003 (Bankr. E.D.N.Y. Case No.
03-81558).  Jeffrey A Wurst, Esq., at Ruskin Moscou Faltischek PC,
represents the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $19,442,850 and total debts of $19,417,517.


BOUNDLESS CORP: Asks Court to Okay Daley-Hodkin Letter Agreement
----------------------------------------------------------------
Boundless Corporation and its debtor-affiliates entered into a
Letter Agreement with The Daley-Hodkin Group on January 18, 2005,
pursuant to which the Firm will inspect certain assets that the
Debtors seek to sell.  The Assets for sale consist mostly of
surplus assets, including cubicles, office furniture and equipment
in the Debtors' facility.  

Daley-Hodkin will analyze the feasibility of an auction, prepare
an estimate of the gross proceeds of the Auction, and recommend to
the Debtors the most effective method of disposing of the Assets.  

Daley-Hodkin will receive a $3,000 fee for inspecting and
estimating the Assets and a $5,000 fee or 10% of the gross
proceeds of the Asset sale for conducting the Auction.

The Debtors ask the U.S. Bankruptcy Court for the Eastern District
of New York to approve their Letter Agreement with Daley-Hodkin.

                       U.S. Trustee Objects

Deirdre A. Martini, the U.S. Trustee for Region 2, asks the
Bankruptcy Court not to approve the Letter Agreement between the
Debtors and Daley-Hodkin.

Ms. Martini presents five reasons militating in favor of her
request:

   a) Daley-Hodkin is not seeking employment for either as an
      appraiser or auctioneer of the Debtor as required under
      Section 327 of the Bankruptcy Code, which is surprising
      since Daley-Hodkin has on a number of occasions conducted
      bankruptcy auction sales and should be aware of the
      requirements under Section 327;

   b) it appears that Daley Hodkin is seeking to circumvent the
      retention process so that the compensation sought for
      services rendered will not be reviewed by the Bankruptcy
      Court;

   c) the $3,000 fee sought for services to be performed under
      the category Asset Inspection and Budget Commentary of the
      Agreement is in addition to the compensation sought for
      conducting the auction sale of the Assets, which must be
      approved by the Court before it is performed;

   d) the appraisal of the Assets is an unnecessary and
      unjustified expense that under normal circumstances would be
      included in the commission base after conducting the auction
      sale of the Assets; and

   e) a review of the Agreement shows that the commissions sought
      for the auction sale are in excess of the compensation
      scheme for auctioneers prescribed in Rule 6005-1 of the
      Local Rules for the U.S. Bankruptcy Court for the Eastern
      District of New York.

The Court will convene a status hearing at 2:00 p.m., on April 5,
2005, to consider the Debtors' request and Ms. Martini's
objection.

Headquartered in Hauppauge, New York, Boundless Corp., is a global
technology company and has two subsidiaries: Boundless
Technologies, Inc., a desktop display products company, and
Boundless Manufacturing Services, Inc., an emerging EMS company
providing build-to-order systems manufacturing, printed circuit
board assembly.  The Company and its debtor-affiliates filed for
chapter 11 protection on March 12, 2003 (Bankr. E.D.N.Y. Case No.
03-81558).  Jeffrey A Wurst, Esq., at Ruskin Moscou Faltischek PC,
represents the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $19,442,850 and total debts of $19,417,517.


CARSON FURNITURE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Carson Furniture, Inc.
        1280 Southern Way
        Sparks, Nevada 89431

Bankruptcy Case No.: 05-50727

Chapter 11 Petition Date: March 22, 2005

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: 775-786-7600
                  Fax: 775-786-7764

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Winans, LLC                   Money Loaned            $1,700,000
Attn: John Mulligan, Esq.
Avansino, Melarkey et al.
165 W. Liberty St., Ste. 210
Reno, NV 89501

James W. Winans               Money Loaned            $1,234,957
P.O. Box 2529
Minden, NV 89423

Mike Cims Incorporated        Goods/Services            $157,623
2300 East Durry Street
Long Beach, CA 90805

RH Brown                      Money Loaned              $139,390

Andrew J. Winans              Money Loaned              $139,046

Miller, Jade & Tenley         Money Loaned              $100,000

New Plan Excel Realty Trust   Rent Arrears -             $75,901
                              Reno

Alpine Furniture              Goods/Services             $68,090

Royola Pacific                Goods/Services             $66,875

El Ran                        Goods/Services             $61,236

Kolo-TV                       Goods/Services             $53,605

Sealy Mattress Co.            Goods/Services             $47,109

Dynasty Furniture             Goods/Services             $43,131

James W. Winans               Rent Arrears -             $32,380
                              Minden

KTVN                          Goods/Services             $27,391

Passco Diversified RP, LLC    Lease Arrears              $24,000
et al.

Sunrise Luxury Living Room    Goods/Services             $21,588

Restonic/San Francisco        Goods/Services             $21,208

Manpower Temporary Svcs.      Goods/Services             $21,173

Universal Furniture           Goods/Services             $17,933


CATHOLIC CHURCH: Court Sets Spokane's Investment Guidelines
-----------------------------------------------------------
The Honorable Patricia C. Williams of the U.S. Bankruptcy Court
for the Eastern District of Washington directs the Diocese of
Spokane and its Parishes to invest funds postpetition to entities
approved by the U.S. Trustee or the Bankruptcy Court.

Spokane's prepetition investment in the Spokane Catholic
Investment Trust may, in the Diocese's discretion, remain in the
SCIT.  However, once withdrawn from the SCIT, the funds may not be
reinvested into the SCIT without approval of the U.S. Trustee or
the Court.  Prepetition investments of the Parishes may remain in
the SCIT.

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 Diocese
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)


CHRISTOPHER'S MEN'S: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Christopher's Men's Stores, Inc.
        90 State Street, Suite 511
        Albany, New York 12207

Bankruptcy Case No.: 05-11827-1

Type of Business: The Debtor operates men's apparel stores.

Chapter 11 Petition Date: March 22, 2005

Court: Northern District of New York (Albany)

Debtor's Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ LLP
                  Three City Square, Third Floor
                  Albany, New York 12207
                  Tel: (518) 465-2333

Total Assets: $6,647,500

Total Debts:  $3,200,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Peerless Clothing Inter.                      $249,586
200 Industrial Park Road
Saint Albans, VT 05478-1873

SFI Apparel                                   $239,211
Attn: Arnold Brant
6170 Metropolitan E.
Montreal, CA HIS 1A9

Neema Clothing Ltd.                           $216,926
P.O. Box 37978
Charlotte, NC 28237-7978

Whiteman, Osterman & Hanna                    $114,548

James Edmond, Inc.                            $105,115

Schwartz Heslin Group                          $80,000

Hugo Boss Fashions                             $79,963

Jack Victor Ltd.                               $77,480

Vincent Rua                                    $45,000

Capital Factors Inc.                           $40,599

Tuxedo Junction                                $36,998

Carol Rua                                      $28,988

Azizo Import, Inc.                             $26,931

Viewpoint International                        $25,391

Ballin Intl.                                   $23,283

Bugatchi Uomo Apparel, Inc.                    $23,049

Contract International                         $22,014

O'Neil Langan                                  $21,994

Hart Schaffer & Marx                           $21,619

Florsheim Shoe Co.                             $16,345


COGENTRIX ENERGY: S&P Puts BB+ Rating on New $700M Sr. Sec. Loan
----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB-' corporate
credit rating on Cogentrix Energy Inc., following the company's
announcement that it acquired about 978 MW of generating assets on
Jan. 31, 2005 from National Energy Company LLC (formerly PG&E
Generating Company LLC).  The acquisition was funded with an
interim loan from Cogentrix's parent, Goldman Sachs Group Inc.,
(A+/Stable/A-1).  

At the same time, Standard & Poor's assigned a 'BB+' rating and a
recovery rating of '1' to the company's new senior secured bank
loan facility, which is being expanded to $700 million (from
$246 million) to fund about 80% of the acquisition cost.  The
outlook is stable.

"The effect of the acquisition on Cogentrix's business risk
profile is neutral, as the quality of the assets being acquired is
very similar to Cogentrix's existing assets," noted Standard &
Poor's credit analyst Tobias Hsieh.  Cogentrix already owns
interests in nine of the 11 projects being acquired, and as a
result of the acquisition, Cogentrix will become the majority
owner and manager in many of the existing projects.  "This will
allow Cogentrix to have more control over its ability to extract
value from the projects through contract restructuring and
monetization," he continued.  However, because of the large
overlap with the existing projects, the acquisition does not offer
significant improvement on portfolio diversity.

Cogentrix's solid operational performance and secured stream of
contractual cash flow allow Standard & Poor's to conclude that the
rating is stable.  The rating depends on Cogentrix's commitment to
maintain the amount of debt outstanding at an appropriate level
compared with the value of assets as the portfolio evolves over
time.


COUR D' ALENE: Posts $13 Million Fourth Quarter Net Income
----------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE; TSX: CDM), the
world's largest primary silver producer and a growing gold
producer, reported results for the fourth quarter and full
year 2004.

                           Highlights
                         Fourth Quarter

   - Net income of $13.0 million, or $0.05 per diluted share,
     compared with a loss of $12.9 million, or $0.06 per share, in
     the fourth quarter of 2003. Results for the quarter include
     operating income of $1.8 million, $2.1 million related to
     cumulative reduction in depletion and income taxes for the
     year and $9.1 million of tax benefits associated with the
     expected utilization of past net operating losses.

   - Revenue of $46.1 million, an increase of 48% over reported
     revenue of $31.2 million in the fourth quarter of 2003.

   - Silver production of 4.3 million ounces, up 23% from a year
     ago and 43% from last quarter.

   - Fourth quarter gold production of 47,055 ounces, up 80% from
     2003's fourth quarter and 46% from last quarter.

   - Average cash cost declined 36% to $2.22 per ounce of silver,
     compared to $3.47 in 2003's comparable period and 49% lower      
     than last quarter.

   - Cash, cash equivalents and short-term investments of
     $322.1 million at December 31, 2004.

   - Coeur shares commenced trading on the Toronto Stock Exchange
     (TSX:CDM) further enhancing the Company's leading liquidity
     position among silver producers.

                         Full Year 2004

   - Revenue of $133.5 million, up 21% from the previous year

   - Full year silver production of 14.1 million ounces compared
     to 14.2 million ounces in 2003

   - Full year gold production of 129,332 ounces, up 8% from
     2003's level of 119,518 ounces.

   - Average cash cost per ounce of $3.66, compared to $3.27 the
     previous year.

   - Total silver reserves increased 12% above last year's reserve
     levels, to 196 million ounces - reserve levels more than
     doubled at Cerro Bayo and Martha as a result of the expanded
     exploration program, further extending mine life.

                          2005 Outlook

   - San Bartolome construction has commenced, commercial
     production expected in 2006.

   - Revised Record of Decision for Kensington for the
     Final Environmental Impact Statement issued by the
     U.S. Forest Service.  Final permits expected in the first
     half of 2005.

   - Exploration program expanded in 2005

"With continued strong silver and gold production, Coeur
reported substantial profit in the fourth quarter of 2004,
finishing the year in strong fashion," said Dennis E. Wheeler,
Chairman, President and Chief Executive Officer of Coeur.  "We
are seeing the successful completion of Coeur's strategy to
shift to new low-cost mines, significantly expand exploration
spending to develop new low-cost ore reserves and improve our
operations capability.  We believe this focus on exploiting our
vast exploration potential and low discovery costs at or near
our existing low-cost operations will further strengthen our
position as the premier silver investment.

"Our young mines in South America, Cerro Bayo and Martha, had
excellent fourth quarter and full year results, with strong
metals production and low operating costs -- $0.60 per ounce of
silver (net of gold production credits) in the fourth quarter
and $2.07 per ounce for the full year -- as well as exploration
results which exceeded our expectations and continued to extend
mine life. We will continue our expanded exploration program
there in 2005," Mr. Wheeler added.

"Construction has commenced at our San Bartolome silver project,
with an excellent construction and operating team in place. San
Bartolome is expected to produce approximately eight million
ounces of production annually which will increase the Company's
total silver production by 56%. Production is expected to begin
in 2006, with anticipated strong cash flow at existing silver
prices. We are pursuing optimization of the project to further
reduce capital expenditures and operating costs. Our cash
liquidity position is strong, with $322 million in cash, cash
equivalents and short-term investments at year-end, which will
help fund our growth projects, including San Bartolome and
Kensington, and gives us great flexibility to look for new
opportunities to expand Company production, reserves and cash
flow," Mr. Wheeler said.

                       Financial Summary

Coeur d'Alene Mines Corporation reported fourth quarter
2004 revenue of $46.1 million, an increase of 48% over reported
revenue of $31.2 million in the fourth quarter of 2003.

During the fourth quarter of 2004, the Company reported net
income of $13.0 million, or $0.05 per diluted share, compared to
a net loss of $12.9 million, or $0.06 per share, in the fourth
quarter of 2003.  The fourth quarter of 2004 included $2.8
million of exploration expense related to the Company's
successful program which has increased our silver reserves, and
$2.7 million in pre-development costs for the development of the
San Bartolome and Kensington mines.  Results for the quarter
included operating income of $1.8 million, the effect of a
cumulative reduction in depletion expense and income taxes for
the year of $2.1 million and a $9.1 million benefit for income
taxes associated with the expected utilization of past net
operating losses.

For the fourth quarter of 2004, Coeur realized an average silver
price of $7.08 per ounce compared to an average realized silver
price during the previous year's fourth quarter of $5.12 per
ounce. For its gold sales, Coeur realized an average price of
$427 per ounce during the fourth quarter of 2004 compared to an
average gold price of $365 per ounce during the same period last
year.

For the full year 2004, the Company reported revenue of
$133.5 million, up 21% from the $110.5 million reported in the
previous year.  The increase was due primarily to increased gold
production and higher metals prices.

For the full year 2004, the Company reported a net loss of
$12.2 million, or $0.06 per share, compared to a net loss of
$66.2 million, or $0.39 per share in 2003. Results for the year
also included the effect of a cumulative reduction in depletion
expense and income taxes of $2.1 million and a $9.1 million
benefit for income taxes associated with the expected
utilization of past net operating losses. The 2004 year included
$11.4 million in pre-development costs related to the San
Bartolome and Kensington projects and $15.7 million in one-time
business development expenses. Absent these items, the Company
would have reported a profit of $14.9 million. 2004's expenses
also included $11.1 million of exploration expense.

The previous year's loss included a $41.6 million loss on the
early retirement of debt, a $2.3 million loss for the cumulative
effect of change in accounting principle, and an additional
interest payment of $7.0 million triggered by the early
retirement of debt.

For the full year 2004, Coeur realized an average silver price
of $6.82 per ounce compared to an average realized price during
the previous year of $4.89 per ounce. For its gold sales, Coeur
realized an average price of $410 per ounce during 2004 compared
to an average gold price of $345 per ounce during the same
period last year.

In 2004, Coeur completed a public underwriting of $180 million
of 11/4% Convertible Senior Notes due January 2024 and the
underwriting of 26.6 million common shares, which increased the
Company's cash, cash equivalents and short-term investments to
$322 million at December 31, 2004.

The market prices of silver (Handy & Harman) and gold (London
Final) on March 11, 2005 was $7.58 and $443.70 per ounce,
respectively.

Coeur does not hedge any of its silver or gold production.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold. Coeur has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Coeur D'Alene Mines
Corporation and removed the ratings from CreditWatch, where they
were placed on June 1, 2004, with positive implications.  S&P said
the outlook is stable.  Coeur D'Alene, an Idaho-based silver and
gold mining company, currently has about $180 million in debt.  
(Troubled Company Reporter Latin America, Mar. 16, 2005)


COUR D' ALENE: Explains Delay in SEC Annual Report Filing
---------------------------------------------------------
Coeur d'Alene Mines Corporation informs the Securities and
Exchange Commission that it cannot file its Form 10-K on time due
to delays experienced in completing the preparation of its
financial statements and corresponding assessments of the internal
control over financial reporting.  

In addition, the reports of the Company and its independent
auditor may cite the existence of one or more material weaknesses
in the Company's internal control over financial reporting.

The Company expects to report $133.5 million in total revenues for
the year ended December 31, 2004, as compared to $110.5 million
for the year ended December 31, 2003.  Furthermore, it expects to
report total costs and expenses for fiscal 2004 of approximately
$156.1 million compared to $174.5 million for fiscal 2003.  The
Company expects to report a $12.2 million net loss for the year
ended December 31, 2004, compared to a $66.2 million net loss for
the year ended December 31, 2003.  Fiscal year 2004 total costs
and expenses include $15.7 million incurred in connection with the
Company's tender offer for outstanding shares of Wheaton River
Minerals, Ltd.  That offer expired without the Company purchasing
any Wheaton shares tendered due to unsatisfied conditions of the
offer.  No similar expenses were incurred in 2003.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold. Coeur has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Coeur D'Alene Mines
Corporation and removed the ratings from CreditWatch, where they
were placed on June 1, 2004, with positive implications.  S&P said
the outlook is stable.  Coeur D'Alene, an Idaho-based silver and
gold mining company, currently has about $180 million in debt.
(Troubled Company Reporter Latin America, Mar. 16, 2005)


DB COS: Judge Walsh Approves Disclosure Statement
-------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the Disclosure Statement explaining
DB Companies, Inc., and its debtor-affiliates' Amended Liquidating
Chapter 11 Plan.  Judge Walsh found that the Disclosure Statement
contains adequate information for creditors to make an informed
decision whether to accept or reject the Plan.  The Debtors are
now authorized to solicit plan acceptances.

Objections to confirmation of the Plan, if any, must be received
by the Clerk of the Bankruptcy Court by April 15, 2005, at 4:00
p.m.  The Court will convene a hearing to discuss the merits of
the Plan on April 21, 2005, at 11:00 a.m.

                        About the Plan

The Plan doesn't intend to rehabilitate the Debtors' finances.
Rather, the Plan facilitate an orderly liquidation of the Debtors'
assets.  DB Co. & its affiliates ceased to operate after filing
for chapter 11 protection.  All remaining assets of the Debtors
will be sold to payoff secured and priority claims.  The remaining
funds will be used to pay general unsecured creditors.

Cash for distribution to creditors is projected to range from $16
million to $20 million.  General unsecured creditors, with claims
amounting to $24 million to $30 million, are expected to recover
50% to 80% of what they're owed.

The Debtors caution that their largest creditor -- Valero
Marketing and Supply Company -- filed proofs of claim totaling
more than $26 million.  If those claims are allowed, that would
reduce the available cash for distribution to unsecured creditors.

The Debtors' Plan provides for interim distributions to creditors
with undisputed claims.  The first projected distribution will
take place in May 2005.  That distribution will pay all secured
and priority claims in full and will also pay general unsecured
creditors 20% of what they're owed.

Headquartered in Pawtucket, Rhode Island, DB Companies, Inc.
-- http://www.dbmarts.com/-- operates and franchises a regional  
Chain of DB Mart convenience stores in Connecticut, Massachusetts,
Rhode Island, and the Hudson Valley region of New York.  The
Company filed for chapter 11 protection on June 2, 2004 (Bankr.
Del. Case No. 04-11618).  William E. Chipman, Jr., Esq., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated $100 million in assets and
debts of approximately $65 million.


DELPHI CORP: Sale to Johnson Won't Affect Ratings, Says Fitch
-------------------------------------------------------------
The sale of Delphi Corporation's global automotive battery
operations to Johnson Controls Inc. for $212.5 million does not
affect the current ratings of Delphi, according to Fitch Ratings.
Fitch's 'BB+' rating on Delphi's senior unsecured debt remains on
Rating Watch Negative.  Additionally, in a separate announcement,
Delphi announced that it has substantially completed its financial
accounting investigation with only modest further adjustments,
which Fitch sees as a positive step for the company.

To resolve the Rating Watch Negative status, Fitch will be focused
on the filing of Delphi's financial statements (currently
estimated by the company to be by June 30), the status of the
investigation by the Securities & Exchange Commission, any further
changes to the company's financial management team and the status
of its bank agreement.  Fitch will also focus on Delphi's ability
to manage the current severe operating environment, where Delphi's
margin pressures will be exacerbated by GM's production cutbacks
for the first half of 2005.  

Delphi's leverage to GM volumes, high required pension
contributions and cash outlflows related to restructuring
activities are expected by Fitch to lead to negative cash flow
through 2005 and a weakened balance sheet.  Fitch believes that
the bank agreements may be renegotiated to provide the banks with
security which would impair the position of the unsecured.

The sale of the battery assets provides Delphi with additional
liquidity and the opportunity to exit a non-core business.  These
funds are expected to fund a portion of negative cash flow
projected for 2005.  Delphi has stated that batteries will not
remain a part of its portfolio, and the ultimate resolution of the
company's North American battery assets will likely require
further cash outlays.

Over the long-term, Delphi has shown solid top-line growth in non-
GM business, and certain technology strengths provide several
platforms for growth (including non-automotive business.  Although
the company's severely underfunded pension position represents a
heavy claim on cash flows over the near term, heavy required
contributions well in excess of benefits paid indicate that the
company should show progress in closing this gap.  Any rise in
interest rates will further assist the closing of this gap in the
near term.  However, current pension legislation being considered
could result in tighter funding requirements which would further
impair the company's cash flow position over the intermediate
term.


DOLLAR GENERAL: Moody's Reviewing Ba2 Ratings & May Upgrade
-----------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
Dollar General Corporation on review for possible upgrade.  The
review reflects the track record that Dollar General has
established of maintaining solid margins, leverage, and coverage
metrics despite a difficult selling environment and an increase in
capital expenditures and working capital.

These ratings are placed on review:

   * Senior implied of Ba2;
   * Senior unsecured of Ba2;
   * Issuer rating of Ba2.

During the fiscal year ended January 28, 2005, sales increased by
11.5% to $7.7 billion due to a 3.2% increase in same store sales
and 722 new store openings.  Dollar General's sales were
constrained by the negative impact on its core lower income
customer of higher fuel prices, heating costs, and unemployment
rates.  Despite the softer selling environment, Dollar General was
able to maintain healthy financial metrics.

EBITDA margin for the period was 9.4% versus 9.8% in the prior
period. For the period ended January 28, 2005 Adjusted
Debt/EBITDAR was 2.6x, EBITDAR/Interest+Rent was 3.2x, and Free
Cash Flow/Total Debt was 17.8%.  In addition, during the last
fiscal year, Dollar General was able to maintain solid free cash
flow while increasing its investment in capital expenditures for
new store openings, the roll out of coolers, and a new
distribution center, as well as higher working capital usage.
During the year the company also repurchased $209 million of
common stock and ended the year with a cash balance of $233
million.

Moody's review will focus on the new management team's business
strategies and financial policies, including its share repurchase
program.  Since the accounting irregularities announced in 2001
the entire senior management team of Dollar General has been
replaced.  The CEO, David Perdue, joined in 2003 and the CFO,
David Tehle, joined in 2004. Given its history involving the
accounting irregularities, the review will also focus on Dollar
General's financial, accounting, and operational controls.  In
addition, the operational infrastructure to support the company's
continued growth and the company's plans to address the recent
inventory build will be assessed.

Dollar General, headquartered in Goodlettsville, Tennessee,
operates 7,320 extreme value general merchandise stores in 30
states.  Revenues for the fiscal year ended January 28, 2005, were
approximately $7.7 billion.


EAGLEPICHER INC: Names Bert Iedema as President & CEO
-----------------------------------------------------
EaglePicher Inc. said Bert Iedema has assumed the roles of
president and chief executive officer for the Company and
EaglePicher Holdings, Inc.

A director of EaglePicher Holdings since September 2001, Mr.
Iedema, 44, served as the Company's senior vice president and
chief financial officer in an interim capacity from October 2001
until February 2002.  Since May 2003, Mr. Iedema has served as
chief executive officer of Granaria Holdings B.V., EaglePicher's
controlling shareholder.  He also held executive vice president
and chief financial officer positions of Granaria Holdings B.V.
from September 2000 until May 2003.  Mr. Iedema was previously
employed as the chief financial officer of SSM Coal B.V. in The
Netherlands from 1996 until August 2000.

"We are pleased that Bert has accepted the position of CEO.  His
knowledge of EaglePicher's people and businesses as well as its
challenges will enable him to move quickly in developing and
implementing new strategies that will generate positive results,"
said Dr. Joel P. Wyler, chairman of EaglePicher Holdings, Inc.,
and Granaria Holdings, B.V.  "He brings 20 years of financial
expertise that will be of great value as we forge a renewed
EaglePicher over the coming months."

Mr. Iedema also expressed his enthusiasm: "I am excited with the
challenge of leading EaglePicher through some difficult times.  I
believe EaglePicher has some great businesses that will enable us
to move ahead.  I look forward to expanding my working
relationship with the talented team at EaglePicher."

Mr. Iedema, who holds a master's degree in business economics from
the Free University of Amsterdam, also serves on the boards of
Landinvest N.V. and Revival, Recovery Investment Advisors B.V. and
is a Certified Public Accountant in The Netherlands.

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

EaglePicher Holdings, Inc., is the parent of EaglePicher
Incorporated.

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


EXIDE TECH: Elects Mark Demetree to Board of Directors
------------------------------------------------------
The Board of Directors of Exide Technologies (NASDAQ: XIDE), a
global leader in stored electrical-energy solutions, elected Mark
C. Demetree, 48, as Director.  His appointment follows an earlier
announcement by the Company, in its Form 8-K filed with the U.S.
Securities and Exchange Commission on March 3, 2005, that the
Board had voted to expand its membership by two Directors to a
total of nine.

Mr. Demetree, who will serve on Exide's Nominating and Governance
Committee, is Chairman and CEO of US Salt Holdings, LLC, a
producer of inorganic chemicals.  He also is non-executive
Chairman of the Board of Texas Petrochemical, Inc. (TXPI) and
serves as a Director of American Italian Pasta Company (NYSE:
PLB), where he is Chairman of the Compensation Committee.

Mr. Demetree is the former President of North American Salt
Company and a past President of Trona Railway Company.

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

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2005,
Standard & Poor's Ratings Services assigned its 'B' rating to
Exide Technologies' $290 million senior secured notes due 2013 and
its 'B-' rating to the company's $60 million floating rate
convertible senior subordinated notes due 2013, both to be issued
under Rule 144A with registration rights.  At the same time, the
'B+' corporate credit rating on the company was affirmed, and the
'B' rating on its proposed $350 million senior notes was
withdrawn.

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

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

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


FAIRPOINT COMMS: IPO Completion Cues S&P to Lift Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on FairPoint Communications Inc. to 'BB-' from 'B+' due to
the completion of the company's IPO.  The outlook is negative.  
The rating is removed from CreditWatch, where it was placed
Jan. 10, 2005 with positive implications in anticipation of the
IPO.

The 'BB-' bank loan rating and '4' recovery rating on the
company's $690 million secured bank facility were affirmed.  When
assigned, these ratings were based on the prospective revision in
the corporate credit rating.

FairPoint is a rural local exchange carrier (RLEC) providing
local, long-distance, Internet, and data services to about 242,271
access lines in 17 states.  Pro forma total debt outstanding was
about $590 million as of Sept. 30, 2004.

"The rating upgrade reflects the material deleveraging impact of
the IPO on this rural telephone operator," explained Standard &
Poor's credit analyst Rosemarie Kalinowski.  "The negative outlook
is based on the continuing potential longer-term impact of cable
telephony on FairPoint's competitive position.  The rating
reflects the company's aggressive, shareholder-oriented financial
policy, which provides a substantial dividend, and the low-growth
revenue trends of the mature RLEC industry.  These factors are
tempered by FairPoint's relatively stable telephone revenue, its
healthy EBITDA margins, a supportive regulatory environment, and
the depth of company management's experience."

The debt repayment from the IPO significantly reduces FairPoint's
leverage to roughly 4.3x debt to EBITDA, from about 6.6x, based on
annualized results for the nine months ended Sept. 30, 2004.  
Reduced debt and a lower cost of bank debt improve interest
coverage to the 4.2x area from 1.2x.  The refinancing also
modestly improves the maturity profile.  However, Standard
& Poor's views the company's high dividend paying common stock as
having some debt-like characteristics akin to preferred stock.  
The ratings also remain constrained by the reduction in
discretionary cash flow resulting from the dividend payout, which
is about 75% of free cash flow.


FELCOR LODGING: Moody's Assigns B3 Rating to Preferred Stock
------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to FelCor
Lodging Trust's Series C Cumulative Redeemable Preferred Stock.
The REIT's rating outlook is stable.  This ratings assignment
follows FelCor's announcement that it had entered into an
agreement to sell 5.4 million depositary shares, each representing
1/100 of a share of its 8% Series C Cumulative Redeemable
Preferred Stock, at a price of $25.00 per share.  The gross
proceeds of $135 million will be used to redeem 54,000 shares of
FelCor's currently outstanding 9% Series B Cumulative Redeemable
Preferred Stock, and the corresponding 5.4 million depositary
shares representing the Series B preferred stock being redeemed.
FelCor's senior unsecured debt is rated B.

According to Moody's, the ratings assignment reflects the steady
and continued improvement in FelCor's operating performance, and
the REIT's efforts to strengthen its balance sheet.  Recovery in
corporate and leisure lodging demand has helped to boost operating
cash flows, while low interest rates have enabled FelCor to reduce
its interest costs and to lengthen its debt maturity profile.
These positive credit factors are offset by the REIT's high levels
of secured debt, low fixed charge coverage and challenges
associated with its hotel repositioning effort, which is expected
to take time.

After three years of earnings declines, FelCor showed continued
improvement in operating results throughout 2004.Rrevenue per
available room increased 4.9% for the full year, with occupancy
increasing 3.1%.  Furthermore, the REIT has begun to regain
pricing power, with average daily rate the principal component of
RevPAR growth beginning in the second half of 2004.

Continued increases in ADR should help improve hotel operating
profit margins in future periods.  The improved operating
performance has helped boost credit metrics such as Net
Debt/EBITDA.  Net Debt/EBITDA (including pro rata consolidation of
JVs) was 7.1x for 2004, down from 8.0x at year-end 2003.  Moody's
noted that it is encouraged by the progress FelCor has made
towards repositioning its hotel portfolio to include higher
quality assets in higher growth markets.  The REIT disposed of 17
non-strategic hotels in 2004 for gross proceeds of $157 million,
in addition to termination of the lease on one hotel.

Regarding the REIT's leverage, FelCor has tapped the bond and
preferred stock markets to lower its capital costs, while at the
same time extending the maturity of its debt, although secured
debt levels remain high at roughly 27% of gross assets, up from
22% at year-end 2003.  The REIT completed $680 million of
financings -- a mix of secured debt, unsecured debt and preferred
stock -- in 2004, which leaves it with modest amounts of debt
maturing until 2007.

The stable rating outlooks reflects Moody's expectation that
FelCor's operating performance and liquidity will continue to
improve as lodging demand recovers.  Near-term ratings improvement
depends upon FelCor's ability to reduce secured debt to below 20%
of gross assets, and Net Debt/EBITDA to the mid-6x range.  A
reversal in trends in operating performance that would cause Net
Debt/EBITDA to increase beyond current levels, or secured debt to
rise to levels materially above 30%, could lead to negative
ratings pressure.

These ratings were assigned:

   * FelCor Lodging Trust, Incorporated -- Series C preferred
     stock at B3

FelCor Lodging Trust, Incorporated, headquartered in Irving,
Texas, USA, is the second-largest lodging REIT in the USA, with a
portfolio comprised of 143 hotels, located in 31 states and
Canada.

FelCor's assets are operated under the Embassy Suites, Crowne
Plaza, Holiday Inn, Doubletree, Westin, Hilton and Sheraton flags.
Based on 2004 operating profit, 40% of FelCor's portfolio is
located in suburban locations, with the balance located in urban
(28%), airport (21%), and resort (11%) locations.


GLOBAL CROSSING: Sells Unit to Matrix Telecom for $40.5 Million
---------------------------------------------------------------
Global Crossing (Nasdaq: GLBC) entered into a purchase agreement
to sell its small business group to Matrix Telecom(R), a Platinum
Equity company.  Under the agreement, Global Crossing will receive
$40.5 million in gross cash proceeds for SBG.  Also, Global
Crossing and Matrix have entered into a long-term carrier services
agreement under which Global Crossing will offer its full suite of
voice, data and IP services to Matrix.  The sale is subject to
regulatory approval and is expected to close during the third
quarter of 2005.

Global Crossing expects approximately $35 million in net cash
proceeds from the transaction after giving effect to estimated
purchase price adjustments, the payment of certain fees and the
deduction of certain retained liabilities.

In addition to the purchase agreement, Global Crossing and Matrix
Telecom, a telecommunications provider to the small- and medium-
sized enterprise market, have entered into a long-term carrier
services agreement, under which Global Crossing will provide to
Matrix wholesale voice, data and IP services.  Revenues under this
carrier services agreement are in addition to the cash proceeds
mentioned above.

"Since our primary focus is providing converged communications
services to global enterprises and carriers, the sale of SBG
allows us to concentrate on our core business," said John Legere,
Global Crossing's chief executive officer.  "I am immensely proud
of the team of dedicated employees who are part of serving this
set of customers and know that they will play a key role in
Matrix's continued success.  We're thankful to Platinum Equity for
their diligence and hard work throughout this transaction, and we
look forward to providing communications services and support to
Matrix throughout the transition of SBG."

SBG is a provider of voice and data products to an estimated
30,000 small- to medium-sized business enterprises in the U.S.,
which have remained customers of SBG for an average of more than
seven years.  SBG's current product offering includes switched and
dedicated voice services and data applications.

Matrix Telecom is one of 21 operating companies in the portfolio
of Platinum Equity, a global acquisition firm based in Los Angeles
and headed by CEO Tom Gores.

"We are very excited to bring SBG and Matrix together," said Mr.
Gores.  "The two businesses complement one another extremely well,
and their integration will create value and enhance the
capabilities of both.  The combination should be welcome news to
customers, employees and business partners of both SBG and
Matrix."

The Blackstone Group served as a financial advisor to Global
Crossing on the transaction.

In October 2004, Global Crossing announced that it was focusing
its operations to better capitalize on its IP network and
capabilities.  The company's plan includes concentrating on global
enterprise offerings, new carrier data offerings and additional
means of distributing its suite of IP capabilities to end-users.  
Also as part of this initiative, Global Crossing announced that it
is de-emphasizing certain non-strategic areas of its business,
including the small- to medium-sized enterprise space.

                     About Matrix Telecom

Matrix Telecom(R) Inc. -- http://www.matrixvalue.com/-- a  
Platinum Equity company, is a fully integrated, facilities-based
telecommunications carrier providing premium quality voice and
data services to a nationwide customer base. Headquartered in
Dallas, Texas, Matrix Telecom offers a complete line of voice,
data, and Voice over IP products servicing the residential and
business markets. Matrix Telecom offers wholesale products direct
to other carriers, as well as retail products distributed through
resellers and agents. Matrix Telecom is committed to providing
customized communication services that exceed customers'
expectations for quality, value, and reliability.

                     About Platinum Equity

Platinum Equity, LLC -- http://www.platinumequity.com/-- is a  
global M&A&O(R) firm specialized in the merger, acquisition, and
operation of mission-critical services and solutions companies.  
Since its founding in 1995, the firm has completed more than 65
transactions, building a diverse portfolio of companies with
nearly 40,000 employees, more than 600,000 customer sites, and a
multi- billion dollar revenue base.  Platinum Equity in 2004 was
named the 32nd largest private company in the United States by
Forbes magazine.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe.  Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services.  The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on December 9, 2003.


GOODYEAR TIRE: Moody's Places B3 Rating on New $300M Jr. Term Loan
------------------------------------------------------------------
Moody's Investors Service has assigned a rating of B3 to a new
$300 million junior lien term loan of Goodyear Tire & Rubber
Company.  The new six-year loan will be pari passu with junior
lien notes issued under a March 2004 indenture for a 144A
placement of $650 million and takes the total amount of junior
lien obligations to approximately $950 million, all of which will
mature in March 2011.  

Proceeds from the loan will add to general corporate liquidity and
help address a maturing obligation for EUR400 million
(approximately $530 million) in June 2005.  The B3 rating on the
new debt matches the existing rating on the current $650 million
of junior lien notes.  The rating outlook remains negative.

The junior lien term loan will have a third priority interest
in certain collateral which Goodyear has pledged under its
$1.5 billion first lien revolving credit and its $1.2 billion
second lien term loan, both of which will mature in April 2010.  
The new junior lien term loan will have the identical set of
domestic and Canadian subsidiary guarantors as the first and
second lien facilities.  Upon closing of the first lien revolver,
the second lien term loan, and credit facilities of Goodyear
Dunlop Tire Europe B.V., the security interest of the junior lien
obligations will no longer be shared with lenders under GDTE's
revolving credit who have a guarantee from Goodyear.  This
guarantee will continue upon closing of the new GDTE transactions,
but will become an unsecured obligation of the parent company.

In a March 7, 2005 rating action, Moody's affirmed the ratings of
Goodyear (senior implied at B1, first lien at B1, second lien at
B2 and senior unsecured at B3) and maintained a negative outlook.
The negative outlook reflected uncertainties and prospective
delays associated with the company's need to restate previous
financial statements, an examination by its auditors of internal
control matters, and a lingering SEC investigation.  Moody's
acknowledges that the company has completed its filings with the
SEC, including an audited financial statement for the year ending
December 31, 2004 and earlier restatements.  The auditor's opinion
and management's assessment cite certain internal control matters.
The rating agency will be reviewing these issues in greater detail
in the near future, whereupon the outlook will be revisited.

Goodyear will benefit from the new term loan from the additional
liquidity and the further lengthening of its debt maturity
profile.  In the short-term the funds raised will bolster the
company's gross liquidity (cash and available lines), which was
approximately $3.1 billion at year end 2004.  In June 2005
Goodyear has a ?400 million note issue which matures.  The
company's liquidity rating was raised to SGL-2 in the March 7,
2005 rating actions.

In the short term Goodyear's total adjusted leverage will increase
by approximately 0.2 times estimated 2004 EBITDAR to a level
slightly in excess of 4 times.  Initially the net debt position
will be unchanged.  Upon retirement of the ? notes in June,
leverage statistics are anticipated to retreat marginally from the
expected use of cash to reduce debt.

While the percentage amount which secured obligations represent in
Goodyear's debt structure will increase as a result of the new
financing, and increase further upon the retirement of the
unsecured ? notes in June, no incremental assets (beyond
fluctuations in working capital assets related to changes in
business activity) are being added to the collateral package.
Further, the maximum amount of priority claims from the first and
second lien facilities will increase by roughly $120 million in
the refinancing activity.

Thus, expectations on the amount of collateral value which may
cascade down to the benefit of the junior lien creditors remains
essentially unchanged, if not slightly reduced.  By increasing the
amount of the junior lien debt from $650 million to $950 million,
the percentage recovery against those residual collateral values
by third lien creditors may be diluted.

Given the uncertainties associated with determining those values
in a downside scenario and differentiating it to a material extent
from the recovery rate of unsecured creditors, the junior lien
notes have been assigned a B3 rating.  This is also the rating for
unsecured obligations of Goodyear and is two notches below the
senior implied rating of B1.  Indentures for Goodyear's existing
unsecured notes place restrictions on the amount of domestic
manufacturing assets that can be pledged without providing equal
and ratable security to the unsecured notes.

In addition, not all of the parent's investments in subsidiaries
are subject to the liens of the recent financing.  The effect is
to establish a meaningful pool of assets, which are not subject to
liens.

Goodyear, headquartered in Akron, Ohio, is one of the world's
leading manufacturers of tire and rubber products with 2004
revenues of $18.4 billion.  

The company manufactures tires, engineered rubber products and
chemicals in more than 80 facilities in 28 countries and employs
about 80,000 people.


HANOVER DIRECT: John Swatek Succeeds Charles Blue as CFO
--------------------------------------------------------
Hanover Direct, Inc. (PINK SHEETS: HNVD) appointed John Swatek to
serve as its Senior Vice President, Chief Financial Officer and
Treasurer commencing April 2005.  Mr. Swatek will report directly
to Wayne P. Garten, the Company's Chief Executive Officer.  Prior
to joining the Company, Mr. Swatek most recently served as Vice
President and Controller of Linens 'n Things, Inc., where he held
various positions beginning in 2001.  Prior to joining Linens 'n
Things, Inc., Mr. Swatek was employed by Micro Warehouse from 1997
through 2001, serving as its Senior Vice President, Finance from
2000 to 2001.

Mr. Swatek succeeds Charles E. Blue, who resigned effective as of
March 8, 2005.  Wayne P. Garten has served as acting Chief
Financial Officer during the interim period.

Under the Company's March 15, 2005 Employment Agreement with Mr.
Swatek, which will expire on May 6, 2005, Mr. Swatek will be paid
an annual salary of $270,000 and will be granted options to
acquire 50,000 shares of the Company's common stock pursuant to
its 2000 Management Stock Option Plan.  One third of the options
vested upon execution of the Employment Agreement and the balance
will vest in two equal annual installments on the anniversary of
the original grant date, subject to earlier vesting in the event
of a change in control of the Company.  Mr. Swatek will be
entitled to participate in the Company's discretionary bonus plan
for executives.  

The Employment Agreement provides for:

   -- reimbursement of up to $25,000 of foregone benefits as a
      result of Mr. Swatek's decision to join the Company;

   -- a lump sum change in control payment equal to Mr. Swatek's
      annual compensation if his employment is terminated during
      the term and a change in control occurs during that time;
      and

   -- one year of severance payments if Mr. Swatek is terminated
      without cause or terminates his employment for good reason
      during the term and he is not otherwise entitled to change
      in control benefits.  Mr. Swatek will also be entitled to
      one year of severance payments equal to his annual base
      salary if his agreement is not renewed at the end of the
      term.

                   Company Completes Stock Sale

The Company also completed its previously announced sale of the
stock of Gump's Corp. and Gump's By Mail, Inc., to Gump's
Holdings, LLC, an investor group comprised of two venture capital
firms and a private investment firm, for $8.5 million.

                        About the Company

Hanover Direct, Inc. (PINK SHEETS: HNVD) and its business units
provide quality, branded merchandise through a portfolio of
catalogs and e-commerce platforms to consumers, as well as a
comprehensive range of Internet, e-commerce, and fulfillment
services to businesses.  The Company's catalog and Internet
portfolio of home fashions, apparel and gift brands include
Domestications, The Company Store, Company Kids, Silhouettes,
International Male, Undergear and Scandia Down.  Each brand can be
accessed on the Internet individually by name. Keystone Internet
Services, LLC -- http://www.keystoneinternet.com/-- the Company's  
third party fulfillment operation, also provides the logistical,
IT and fulfillment needs of the Company's catalogs and web sites.
Information on Hanover Direct, including each of its subsidiaries,
can be accessed on the Internet at http://www.hanoverdirect.com/

At June 26, 2004, Hanover Direct's balance sheet showed a   
$46,503,000 stockholders' deficit, compared to a $47,629,000  
deficit at December 27, 2003.


HEXACON ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Hexacon Electric Company
             161 West Clay Avenue
             Roselle Park, New Jersey 07204

Bankruptcy Case No.: 05-18846

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Clay Corporation                           05-18849

Type of Business: The Debtor manufactures soldering equipment.
                  See http://www.hexaconelectric.com/

Chapter 11 Petition Date: March 22, 2005

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtors' Counsel: Stephen M. Packman, Esq.
                  Archer & Greiner, P.C.
                  One Centennial Square
                  Haddonfield, NJ 08033
                  Tel: 856-795-2121

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Pension Benefit Guaranty Corporation     $2,200,000
Office of the General Counsel
1200 K St., NW
Washington, DC 20005

Elizabethtown Gas                            $6,264
One Elizabethtown Plaza
Elizabeth, NJ 07083

New York Life Insurance                      $4,824
51 Madison Ave., Ste. 3200
New York, NY 10010

Greene Technologies                          $3,320

Kyocera Ind. Ceramic                         $2,126

Forest Industries, Inc.                      $2,078

Heatron                                      $1,927

K B Electronics, Inc.                        $1,882

TW Metals, Inc.                              $1,790

Ventronics, Inc.                             $1,530

Parason Machine, Inc.                        $1,373

NJ Porcelain                                 $1,136

U Line                                         $929

PurTech                                        $869

EIS                                            $798

Precise Alloys                                 $631

National Electric Wire                         $585

State Electronics                              $570

Hospira, Inc.                                  $560

Aero Metal Prod. Co.                           $519


HOLLINGER INT'L: Ill. Dist. Court Won't Dismiss $425 Mil. Lawsuit
-----------------------------------------------------------------
Hollinger International, Inc., reports that that a federal judge
in Chicago has denied all of the motions to dismiss the Company's
Second Amended Complaint against Conrad Black, Hollinger Inc., the
Ravelston Corporation, David Radler and other former officers and
directors of the Company.

The Honorable Blanche M. Manning, United States District Judge in
the Northern District of Illinois, held that the Company had
stated legally sufficient claims against all of the Defendants in
its action to recover more than $425 million plus interest from
the Defendants arising out of their alleged looting of the
Company.

Gordon A. Paris, Chairman and Chief Executive Officer of the
Company, and Chairman of the Special Committee of the Board of
Directors said: "This ruling represents an important step in our
efforts to hold Black, Radler and the other Defendants accountable
for their conduct as officers, directors and controlling
shareholders of Hollinger International."

                       About the Company  

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

                          *     *     *

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

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

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

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


HOLLINGER INT'L: Names Gregory A. Stoklosa as VP for Finance
------------------------------------------------------------
Hollinger International, Inc., appoints Gregory A. Stoklosa as
Vice President - Finance, effective immediately.

Mr. Stoklosa will be based at the Company's Chicago headquarters
and will report directly to Gordon Paris, Chairman and Chief
Executive Officer.  Mr. Stoklosa will succeed Peter Lane as Chief
Financial Officer upon Mr. Lane's retirement later this year.  As
the Company has previously disclosed, certain corporate functions
are transitioning from Toronto to its Chicago headquarters,
including its corporate financial and accounting function. Current
Chief Financial Officer, Peter Lane, will remain in Toronto.
Following completion of the move to Chicago, Mr. Lane will retire
from the Company and Mr. Stoklosa will succeed him. Until that
time, Messrs. Stoklosa and Lane will work closely together.

                       About the Company  

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

                          *     *     *

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

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

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

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


HOME EQUITY: Moody's Rates $7M Class M-10 Variable Certs. at Ba1
----------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates issued by Home Equity Mortgage Loan Asset-Backed
Trust, Series INABS 2005-A and ratings ranging from Aa1 to Ba1 on
the subordinated certificates.

The securitized pool is comprised of fixed and adjustable rate,
conventional, sub-prime mortgage loans that are secured by first
liens on one-to-four family residential properties originated by
IndyMac Bank F.S.B.  The ratings are primarily based on the
quality of the collateral and the levels of protection afforded by
structural subordination.  The credit quality of the loan pool is
considered by Moody's to be comparable to the collateral pool
backing the most recent IndyMac SPMD 2004-C subprime
securitization.

IndyMac Bank F.S.B. will be the servicer of the mortgage loans.

The complete rating actions are:

   * Class A-I-1, $463,377,000, Variable Rate Certificate,
     rated Aaa

   * Class A-I-2, $115,844,000, Variable Rate Certificate,
     rated Aaa

   * Class A-II-1, $100,916,000, Variable Rate Certificate,
     rated Aaa

   * Class A-II-2, $117,178,000, Variable Rate Certificate,
     rated Aaa

   * Class A-II-3, $14,185,000, Variable Rate Certificate,
     rated Aaa

   * Class M-1, $31,000,000, Variable Rate Certificate,
     rated Aa1

   * Class M-2, $29,500,000, Variable Rate Certificate,
     rated Aa2

   * Class M-3, $19,000,000, Variable Rate Certificate,
     rated Aa3

   * Class M-4, $15,000,000, Variable Rate Certificate,
     rated A1

   * Class M-5, $15,500,000, Variable Rate Certificate,
     rated A2

   * Class M-6, $14,000,000, Variable Rate Certificate,
     rated A3

   * Class M-7, $12,000,000, Variable Rate Certificate,
     rated Baa1

   * Class M-8, $8,000,000, Variable Rate Certificate,
     rated Baa2

   * Class M-9, $7,500,000, Variable Rate Certificate,
     rated Baa3

   * Class M-10, $7,000,000, Variable Rate Certificate,
     rated Ba1


HOSPITALITY ASSOCIATES: Plans to Sell Assets to Repay Debts
-----------------------------------------------------------
Hospitality Associates LLC, the operator of Duck Cedar Inn, a
restaurant and catering hall located in Tuxedo, N.Y., filed for
chapter 11 protection earlier this month to stall an eviction
proceeding, according to Michael Levensohn at the Times Herald-
Record.  Mr. Levensohn reports that Dominick Caiazzo,
Hospitality's owner, told the Bankruptcy Court that Duck Cedar
Inn's landlord served eviction papers on the business shortly
before the filing.  A decline in cash flow and more than $250,000
in renovation costs put the Inn, which remains open, behind in
rent payments.

Mr. Levensohn reports that Hospitality Associates bought the
business in 2003 and is now in the process of selling all or part
of it, with the intention of using those sale proceeds to settle
the business's debts.

Hospitality Associates LLC filed for chapter 11 protection (Bankr.
S.D.N.Y. Case No. 05-35577) on March 15, 2005.  Paul D. Feinstein,
Esq., in Manhattan, represents the Debtor.  The restaurant and
catering operation listed $1,417,425 of assets and $1,093,670 of
debts in its chapter 11 petition.


INTERSTATE BAKERIES: Wants to Walk Away from Kansas Property Lease
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates
identified an unexpired non-residential real property
lease for premises at One West Armour in Kansas City, Missouri,
that is financially burdensome and unnecessary to their ongoing
operations and business.  The Debtors believe that the Lease is
not a source of potential value for their future operations,
creditors and interest holders.

Therefore, the Debtors seek the Court's authority to reject the
Lease, including any related subleases, if any, effective as of
March 23, 2005, to reduce postpetition administrative costs.

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. SILVER CLOTHING: 40-Store Chain Goes to the Auction Block
------------------------------------------------------------
The Providence Journal reports that the 40-store J. Silver
Clothing, Inc., retail business is preparing to sell its assets in
a bankruptcy court auction setting to the highest bidder.  

The South Norwalk, Conn.,-based clothing retailer's board of
directors fired Chief Executive Officer Robert S. Bland and Chief
Financial Officer Joseph Bastone without cause shortly before the
company sought chapter 11 protection late last month.  

The 40 stores are scattered throughout Connecticut, Massachusetts,
Rhode Island, New York and Illinois.  

J. Silver Clothing, Inc. -- http://www.jsilverclothing.com/--  
filed for chapter 11 protection (Bankr. D. Del. Case No. 05-10522)
on February 25, 2005.  Gilbert R. Saydah, Jr., Esq., and Robert J.
Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, represent the
retailer.  The Debtor estimated its assets and liabilities total
less than $10 million in its bankruptcy petition.


JETSGO: Air Canada Adds Flights in Response to Company Shutdown
---------------------------------------------------------------
Air Canada is adjusting its domestic Canada schedule to add
flights between major cities across Canada in light of Jetsgo's
sudden shut down on March 11, 2005.  The carrier will add new
daily round trip services between Toronto and Vancouver, Calgary,
Winnipeg and Halifax in time for the peak summer travel season.  
Air Canada's increase in services will be implemented in stages
across the country as plans are finalized.

In addition, in the coming days Air Canada will implement
increases to its market-leading Rapidair shuttle service in the
Toronto-Montreal-Ottawa corridor.  Beginning this month, the
carrier will boost service between Toronto and Ottawa with an
additional 10 one-way flights per week, for a total of up to
38 one-way flights per day.  Air Canada is also boosting its
schedule between Toronto and Montreal with an additional 22 one
way flights per week for a total of up to 50 one way flights per
day, representing by far the market leading position for frequent
air service between Canada's two largest cities.

"We are making these schedule improvements where we see demand
increase for Air Canada services as a direct result of the
withdrawal of Jetsgo," said Ben Smith, Vice President, Network
Planning.  "We will continue to evaluate market demand on an
on-going basis and make adjustments to our schedule and deployment
of capacity to ensure Air Canada maintains its market leading
position as the airline of choice with the lowest fares to the
greatest number of destinations on an everyday basis, bar none."

As reported in the Troubled Company Reporter on Mar. 14, 2005,
Jetsgo Corporation ceased all operations.  The Company asked the
Quebec Superior Court to immediately grant it protection under the
Companies' Creditors Arrangement Act.  Court protection will allow
Jetsgo to consider all options available to reorganize its
affairs.

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.  

Jetsgo provided passenger flights to around 20 destinations in
Canada and the US and had nine planes, making it Canada's third
largest carrier. (Air Canada Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KITCHEN ETC: Clear Thinking to Administer Reorganization Plan
-------------------------------------------------------------
Clear Thinking Group, LLC, a retail/consumer products
manufacturing consultancy, and Joseph Myers, a partner and
managing director, have been named plan administrator in a Plan of
Reorganization and Disclosure Statement filed by Exeter, N.H.-
based kitchenware and tabletop retailer Kitchen Etc., Inc.

The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Second Amended Liquidating
Plan of Reorganization filed by Kitchen Etc., Inc., on January 31,
2005.

As reported in the Troubled Company Reporter on Dec. 27, 2004, the
Plan provides for the appointment of a Plan Administrator who will
act as the sole representative of the Debtor upon the Effective
Date of the Plan and who will have the authority and power to make
the required distributions under the Plan.

In accordance with the Plan, Mr. Myers and select staff from Clear
Thinking Group's Creditors Rights Practice have created a
liquidated assets trust to enable the Debtor to pay its
administrative and general unsecured claims.  As plan
administrator, the firm will also assist the Debtor in meeting
obligations established under terms of the Plan of Reorganization
and Disclosure.

                   About Clear Thinking Group

Clear Thinking Group, LLC -- http://www.clearthinkinggrp.com/--  
provides a wide range of strategic consulting services to retail
companies, consumer product manufacturers/distributors and
industrial companies.  The national advisory organization
specializes in assisting small- to mid-sized companies during
times of growth, opportunity, strategic change, acquisition, and
crisis.  

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- was a multi-channel retailer of  
household cooking and dining products.  Kitchen Etc. filed for
chapter 11 protection on June 8, 2004 (Bankr. Del. Case No. 04-
11701) and quickly retained DJM Asset Management to dispose of all
17 Kitchen Etc. stores throughout New England, New York, Delaware,
Pennsylvania, Maryland and Virginia.  Bradford J. Sandler, Esq.,
at Adelman Lavine Gold and Levin, PC, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $32,276,000 in total assets and
$33,268,000 in total debts.


LIFEPOINT HOSPITALS: S&P Rates Proposed $1.4 Bil. Facility at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' rating and a
recovery rating of '3' to the proposed $1.4 billion senior secured
bank credit facility of LifePoint Hospitals Inc.  The facility is
due in 2012.  LifePoint Hospitals Inc. will be the newly formed
holding company after the acquisition of Province Healthcare
Company is completed.

The new bank facility is rated the same as LifePoint Hospitals
Inc.'s corporate credit rating; this and the '3' recovery rating
mean that lenders are unlikely to realize full recovery of
principal in the event of a bankruptcy, though meaningful recovery
is likely (50%-80%).

LifePoint is also expected to issue $200 million of senior
subordinated debt as part of the financing of the Province
acquisition.  Standard & Poor's expects to provide a rating for
this proposed debt when the terms become available.

Standard & Poor's also affirmed its 'BB' corporate credit rating
on hospital operator LifePoint Hospitals Inc. and removed the
rating from CreditWatch, where it was placed Aug. 16, 2004.  The
CreditWatch listing followed the announcement that LifePoint would
acquire Province in a transaction estimated to be about $1.7
billion.  As of Dec. 31, 2004, LifePoint's total debt outstanding
was $221 million.  However, pro forma for the transaction, the
debt will increase to approximately $1.5 billion.  The outlook is
negative.  Upon completion of the acquisition, Province
Healthcare's ratings will be withdrawn.

"The ratings on Brentwood, Tenn.-based LifePoint Hospitals Inc.
are based on the strength of the company's diversified hospital
portfolio, which will number 51 facilities following the Province
Healthcare acquisition," said Standard & Poor's credit analyst
David Peknay.  "This is an increase from 30 facilities before the
transaction.  The portfolio is still vulnerable, however, to
industry operating risks."

The acquisition improves LifePoint's business profile.  Not only
has the company's hospital portfolio grown, but LifePoint's
largest state of operation, Kentucky, should now generate less
than 20% of the company's revenues, where it previously
contributed 30%.  LifePoint will also generate less of its
earnings from its top 10 hospitals than it did before the
acquisition.  The company retains a strong competitive position
within its markets, where nearly all its hospitals are the sole
community providers.

The Province acquisition, which is likely to close before the end
of the second quarter, will be funded with both debt and equity.
Although a large transaction, it reflects the disciplined approach
that we expected, and has created a financial profile that is
consistent with the rating.


LIFEPOINT HOSPITALS: Moody's Rates Planned $1.4 Bil. Debt at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned ratings to LifePoint Hospitals,
Inc.'s proposed offering of a $1.4 billion senior secured credit
facility in connection with its proposed acquisition of Province
Healthcare Company.  Concurrently, Moody's concluded its review of
both LifePoint (formerly LifePoint Hospitals) and Province and
confirmed the ratings of both companies.

On August 20, 2004, Moody's placed the ratings of LifePoint,
LifePoint Hospital Holdings, Inc and Province Healthcare Company
on review for possible downgrade.  The rating action followed the
announcement by LifePoint that it had entered into an agreement to
purchase Province in a transaction valued at approximately
$1.7 billion including the assumption of Province's debt by
LifePoint.  At the completion of the transaction, Moody's expects
to withdraw the existing ratings of Province based on the
understanding that LifePoint will refinance Province's existing
debt.

Below is a summary of Moody's actions:

LifePoint Hospitals, Inc. (parent):

   * Assigned Ba3 rating to $1.100 billion senior secured Term
     Loan B

   * Assigned Ba3 rating to $300 million senior secured revolving
     credit facility

   * Assigned Ba3 senior implied rating

   * Assigned B2 senior unsecured issuer rating

LifePoint (former parent):

   * Confirmed B3 rating on $221 million ($250 million prior to    
     the repurchase of $29 million of notes during 2004) 4.50%
     convertible subordinated notes due 2009, rated B3

   * Withdrew Ba3 senior implied rating and reassigned to
     LifePoint Hospitals, Inc. (the highest corporate entity with
     rated debt)

   * Withdrew B2 senior unsecured issuer rating and reassigned to
     LifePoint Hospitals, Inc.

LifePoint Hospital Holdings, Inc. (operating subsidiary):

   * Confirmed Ba2 rating on $200 million senior secured revolving
     credit facility due 2006 (to be withdrawn at close of the
     proposed transaction)

Province Healthcare Co. (to be withdrawn at the close of the
proposed transaction):

   * Confirmed B3 rating on $200 million senior subordinated notes
     due 2013

   * Confirmed B3 rating on $172.5 million convertible
     subordinated notes due 2008

   * Confirmed Ba3 senior implied rating

   * Confirmed B2 senior unsecured issuer rating

The outlook for the ratings is stable.

The ratings reflect:

   1. the combined company's high pro forma leverage;

   2. the likelihood that the combined company will continue with    
      its acquisitive strategy;

   3. Moody's concern over LifePoint's ability to capture out-
      migration of services to larger urban facilities or non-
      affiliated outpatient centers;

   4. Moody's concern that budgetary pressures may lead to
      declining rates of Medicaid reimbursement or
      disproportionate share payments to Lifepoint in the near to
      intermediate term;

   5. higher-than-historical bad debt expense (a concern
      throughout the industry); and

   6. slowing same-store admissions growth for the rural hospital
      industry over the past several quarters.

The ratings also reflect:

   1. management's conservative strategy combined with an    
      excellent track record of deleveraging;

   2. the company's use of a significant portion of equity for the
      purchase of Province;

   3. good cash flow and free cash flow that will allow for rapid
      debt repayment;

   4. increased geographic and revenue diversification following
      the acquisition;

   5. increased scale that will allow the company to compete more
      effectively with other non-urban hospital players;

   6. solid market share (94% sole community providers);

   7. an operating model that Moody's believes will allow the
      company to leverage synergies from the transaction in the
      areas of physician recruitment and retention as well as
      managed care pricing; and  

   8. better revenue per adjusted admission trends than its
      competitors, despite the general slowing of same-store
      admissions growth.

The stable outlook reflects Moody's view that positive demographic
trends will continue, and rates for Medicare, which it expect to
represent 35-40% of the company's revenues going forward, will
remain stable in the near term.  Moody's feel that LifePoint has
successfully navigated the general softening of hospital trends
over the past few quarters.  However, if same-store admissions and
revenue per admissions trends were to turn negative and materially
affect the company's cash flow, there may be downward pressure on
the ratings.

Moody's expects the company to use its free cash flow to pay down
debt over the next several quarters and to continue with its
strategy of acquiring small, non-urban, not-for-profit hospitals.
The high pro forma leverage and the continued acquisition strategy
are expected to constrain the ratio of adjusted cash flows from
operations to adjusted debt and the ratio of adjusted free cash
flow to adjusted debt, significant factors in the analysis of
companies in this sector.  Therefore, an upgrade of the ratings
would not be expected in the near term.

If the company is not able to attain a sustainable ratios of
adjusted operating cash flow to adjusted debt and adjusted free
cash flow to adjusted debt of 20% and 10%, respectively, there
could be downward pressure on the ratings.  Additionally, we would
expect to see adjusted debt to adjusted capital reach a
sustainable level of 50% or less by 2006 in order to maintain the
current ratings.  Moody's would also see downward pressure on the
ratings if the company were to make another large acquisition or
fail to rapidly reduce leverage below the levels associated with
the proposed transaction.

While the bulk of the acquisition can be financed with the new
credit facilities, Moody's expects LifePoint to complete the
Province acquisition through a second phase of financing.  Pro
forma for the Province acquisition and giving effect to the new
capital structure following the completion of the acquisition
financing, LifePoint will have cash flow coverage of debt that is
weak to moderate for the Ba3 category.  Pro forma adjusted cash
flow from operations to adjusted debt would have been
approximately 16% for the year ended December 31, 2004.  With
maintenance capital expenditures approximately 7% of net revenue,
pro forma adjusted free cash flow to adjusted debt would have been
approximately 8% for the same period.

Coverage metrics for LifePoint will be moderate.  For the twelve
months ended December 31, 2004, pro forma EBIT coverage of
interest would have been approximately 4.0 times while pro forma
EBITDA less capital expenditures to interest would have been
approximately 3.5 times.  Pro forma adjusted debt to adjusted book
capitalization would have been approximately 62% at December 31,
2004.

Moody's estimates that pro forma adjusted debt to EBITDAR would
have been approximately 3.9 times.  Moody's notes that the use of
EBITDA and related EBITDA ratios as a single measure of cash flow
without consideration of other factors can be misleading (see
Moody's Special Comment, "Putting EBITDA in Perspective," dated
June 2000).

Moody's expects LifePoint to have good liquidity pro forma for the
acquisition and incurrence of debt.  At December 31, 2004, on a
pro forma basis, LifePoint would have had approximately $65
million of cash and access to a $300 million revolving credit
facility.

The senior secured credit facility is held at the level of the
senior implied rating due to its preponderance in the capital
structure and the belief that total collateral value would not
cover the level of debt at pro forma December 31, 2004.  The
existing convertible notes are rated at three notches below the
senior implied level due to contractual subordination, the lack of
a guarantee and the lack of security.  The senior unsecured issuer
rating is notched two levels below the senior implied rating.
Ratings remain subject to final review of documentation by
Moody's.

LifePoint Hospitals, Inc. operates 29 hospitals in non-urban
communities (excluding one facility currently classified as
discontinued operations) with a total of 2,688 licensed beds.  For
the twelve months ended December 31, 2004, LifePoint reported
revenues of approximately $997 million.

Province Healthcare is a provider of health care services in non-
urban markets.  The Company owns or leases 21 general acute care
hospitals with a total of 2,533 licensed beds.  For the twelve
months ended December 31, 2004, Province reported total revenues
of approximately $883 million.


LIONEL LLC: Has Until January 2006 to File Reorganization Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
overseeing Lionel L.L.C.'s reorganization granted the Company's
request to extend its exclusive period for filing a plan of
reorganization through January 2006.  During this period, no other
creditor may file a competing plan.  The Court also denied a
separate motion by Mike's Train House that would have granted MTH
greater access to Lionel's historical operating documents and
information.

"We're extremely pleased and gratified to have received the
Court's support in these two critical matters," said Jerry
Calabrese, Lionel's CEO.  "The judge's ruling guarantees that
Lionel will continue doing business exactly as it has done in the
past, by making the products our fans want, and selling them at
prices people can afford.  We now have all the time we need to
complete our product development and sales initiatives that made
2004 our best year in recent memory, and we expect even better
results this year.

"As we approach the one year anniversary of the MTH verdict,
Lionel is truly resurgent on all fronts, and getting stronger
every day.  In addition to the very real gains we've recently
enjoyed in our business, the court's vote of confidence ensures
that we will also continue and complete our efforts to appeal and
overturn what we truly believe was an unjust verdict in favor of
MTH," Mr. Calabrese concluded.

In January 2005, Lionel received approval of its DIP financing and
also filed its appeal of the MTH verdict.

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- is a marketer of model train products,  
including steam and die engines, rolling stock, operating and non-
operating accessories, track, transformers and electronic control
devices.  The Company filed for chapter 11 protection on Nov. 15,
2004 (Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh Ehrlich,
Esq., at O'Melveny & Myers, LLP, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it estimated assets between $10 million and $50
million and estimated debts more than $50 million.


MARTIN WRIGHT: Files for Chapter 11 Protection in San Antonio
-------------------------------------------------------------
Martin Wright Electric Co., filed for chapter 11 protection this
week in the U.S. Bankruptcy Court for the Western District of
Texas.  Vicki Vaughan, writing for Express-News, reports that
Martin Wright is a 101-year-old commercial electric contractor
that did extensive work on the Alamodome.  

Charles "Chip" Goode, business manager at Local 60 of the
International Brotherhood of Electrical Workers, tells Ms. Vaughan
that more than 260 IBEW members were working for Martin Wright,
about half of them at a Toyota plant.  Ms. Vaughn indicates that
the University of Texas at San Antonio is another major customer.  

Jefferson State Bank, owed $1.7 million, is the company's bank
lender.  Repayment of that loan is secured by Martin Wright's San
Antonio property, valued at $1.4 million, and $1.36 million in
accounts receivable.  Because, Martin Wright says, Jefferson's
security interests are adequately protected, the Debtor is asking
the Court for permission to continue using the lenders' cash
collateral to pay for day-to-day post-petition operating expenses.


MIRANT CORP: Removes Calif. Atty. General's "Unjust Profit" Suit
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 30, 2004,
Attorney General Bill Lockyer filed a lawsuit against Mirant
alleging the firm unjustly profited from rampant lying and fraud
during the Energy Crisis of 2000-01 that drained billions of
dollars from California's economy and ratepayers.

Filed in San Francisco Superior Court on behalf of the people,
Lockyer's complaint alleges Mirant's market manipulation violated
the state's commodities fraud statute and Unfair Competition Law
-- UCL.  The lawsuit seeks restitution, damages and disgorgement
of unjust profits.  Additionally, the complaint asks the court to
award civil penalties of $25,000 for each commodities fraud
violation and $2,500 for each violation of the UCL.

The complaint does not specify the total relief sought.  The court
will determine that figure based on the evidence.  But Lockyer
said the damages, restitution, disgorgement and civil penalties
could well total in the hundreds of millions of dollars.  The
named defendants include:

   * Mirant Corporation;
   * Mirant Americas, Inc.;
   * Mirant California Investments, Inc.;
   * Mirant California, LLC;
   * Mirant Americas Development, Inc.;
   * Mirant Americas Energy Marketing, LP;
   * Mirant Delta, LLC; and
   * Mirant Potrero, LLC.

The lawsuit is the latest enforcement action resulting from
Lockyer's ongoing investigation of market misconduct by Mirant and
other power companies during the Energy Crisis.  The complaint
alleges that Mirant engaged in the unlawful conduct for at least
three years.

             Suit Removed to California District Court

Mirant Corporation discloses in a Form 10-K filing with the
Securities and Exchange Commission that the Company removed the
suit to the United States District Court for the Northern District
of California.  Mirant also filed a request seeking dismissal of
the claims asserted on the grounds that they are barred by the
doctrine of preemption and the filed rate doctrine.

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)


MONSOUR MEDICAL: Exits Chapter 11 with $2.5 Million of New Money
----------------------------------------------------------------
With a $2.5 million investment from an unnamed entity, Monsour
Medical Center exited the chapter 11 restructuring process.  How?  
With no opposition, Joe Napsha at the Tribune-Review reports, U.S.
Bankruptcy Judge Bernard Markovitz approved the Center's request
to dismiss its Chapter 11 bankruptcy case at the conclusion of a
15-minute hearing in Pittsburgh earlier this week.  

Robert O. Lampl, Esq., Monsour's bankruptcy lawyer, told Judge
Markovitz that dismissing the Chapter 11 bankruptcy case is in the
best interests of the 140-bed medical center because having a
lengthy and protracted case would not be beneficial to any party,
Mr. Napsha relates.  "We think we can survive out of bankruptcy
court," Mr. Lampl told the judge, "and pay the $41 million owed to
creditors."  

Mr. Napsha tried to get John Bukovac, the hospital's new chief
executive officer, and Dr. Alexander Kavic, Monsour's medical
director, to identify the source of the $2.5 million infusion.  
They wouldn't.  

Monsour Medical Center filed for chapter 11 protection on Oct. 15,
2004 (Bankr. W.D. Pa. Case No. 04-33736).


MORGAN STANLEY: S&P Upgrades Ratings on Four Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
C, D, E, F, G, H, J, and K of Morgan Stanley Capital I Inc.'s
commercial mortgage pass-through certificates series 1999-CAM1.
At the same time, all other outstanding ratings are affirmed.

The raised and affirmed ratings reflect steady pool performance
along with credit enhancement levels that provide adequate support
through various stress scenarios.

As of March 2005, the trust collateral consisted of 117 commercial
mortgages with an outstanding balance of $508.3 million, down 37%
since issuance.  To date, there have been three realized losses
totaling $6.6 million (0.82% of the initial pool balance).  There
are no delinquent loans or specially serviced loans in the pool.
The master servicer, KeyBank Real Estate Capital, reported either
full-year 2003 or partial year 2004 net cash flow (NCF) debt
service coverage ratios (DSCRs) for 99.56% of the pool.  Based on
this information, Standard & Poor's calculated the weighted
average DSCR for the pool at 1.59x, improved from 1.41x at
issuance.

The current weighted average DSCR for the top 10 loans, which make
up 26.7% of the pool, improved to 1.63x, from 1.47x at issuance.
The third-, seventh-, and ninth-largest loans appear on the
servicer's watchlist due to declines in DSCRs.  However, two of
the three loans fully amortize.

The servicer's watchlist includes 15 loans totaling $75.0 million,
or 14.7% of the pool. The loans are on the watchlist due to low
occupancies, low DSCRs, or upcoming lease expirations, and were
stressed accordingly by Standard & Poor's.

The pool has geographic concentrations in excess of 5% in
California (21.9%), Washington (7.7%), and Florida (6.2%).
Property type concentrations include retail (40.9%), office
(35.75%), industrial (16.1%), multifamily (4.4%), and lodging
(2.8%).

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to those on the watchlist and those with
low DSCRs.  The expected losses and resultant credit enhancement
levels adequately support the rating actions.

                            Ratings Raised
   
                      Morgan Stanley Capital I Inc.
             Commercial mortgage pass-thru certs series 1999-CAM1
   
                      Rating
           Class   To       From      Credit Enhancement (%)
           -----   --       ----      ----------------------  
           C       AAA      A+                        19.32
           D       AAA      A                         16.94
           E       AA-      BBB+                      12.98
           F       A+       BBB                       11.39
           G       BBB+     BB+                        8.62
           H       BBB-     BB                         5.84
           J       BB+      BB-                        4.65
           K       BB-      B+                         3.06

                            Ratings Affirmed
   
                      Morgan Stanley Capital I Inc.
             Commercial mortgage pass-thru certs series 1999-CAM1
   
                  Class   Rating   Credit Enhancement (%)
                  -----   ------   ---------------------
                  A-2     AAA                      29.64
                  A-3     AAA                      29.64
                  A-4     AAA                      29.64
                  B       AAA                      24.48
                  X       AAA                        N/A


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

Bankruptcy Case No.: 05-03343

Type of Business: Makers of High Quality Dies

Chapter 11 Petition Date: March 15, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

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

Total Assets: $6,644,225

Total Debts:  $4,341,241

Debtor's 20 Largest Unsecured Creditors:

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

Maco Steel                                     $66,231
8057 Graphic Indust Park NE
Belmont MI 49306

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

Forward Industries Inc.                        $53,643

Good Metals Inc                                $45,793

Priority Health                                $40,368

Creston Industrial Sales                       $36,833

Arbor Gage & Tooling Inc.                      $34,125

Ericksons Inc.                                 $28,346

Mich Wire Edm Service Inc.                     $26,887

Ajacs Die Sales Corp.                          $23,133

Michigan Dept Of Treasury                      $22,931

Waddell Electric Co.                           $22,408

Vans Pattern Corp.                             $22,180

Intern'l Coatings Inc.                         $21,337

C B Dekorne Inc.                               $17,854

Hansen Balk Co.                                $15,055

Bergers Supply Co.                             $14,232   

Laser Access                                   $14,190

Metrologic Group Service Inc.                  $12,230


NRG ENERGY: Look for Annual Report on March 31
----------------------------------------------
NRG Energy, Inc., informs the Securities and Exchange Commission
that it will not be able to timely file its Annual Report for the
fiscal year ended Dec. 31, 2004, due on March 16, 2005, without
incurring an unreasonable amount of effort and expense.  The
Company expects to be able to file the Report within fifteen
calendar days, on or before March 31, 2005.

Management of NRG Energy, Inc., is in the process of completing
its assessment of the effectiveness of its internal control over
financial reporting as required by Section 404 of the Sarbanes-
Oxley Act of 2002.

NRG Energy's 2004 results will not be comparable to the
corresponding prior year period for a number of reasons related to
significant corporate events that have taken place during 2003,
including emergence from bankruptcy, significant financing
transactions, asset dispositions and the impact of fresh start
reporting on NRG Energy's financial reporting.

NRG Energy, Inc., owns and operates a diverse portfolio of
power-generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan.  James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
NRG Energy Inc.'s (NRG; B+/Stable/--) proposed $400 million
convertible perpetual preferred stock.  S&P says the outlook is
stable.


ONE TO ONE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: One to One Interactive, LLC
        500 Harrison Avenue, 3rd Floor
        Boston, Massachusetts 02118

Bankruptcy Case No.: 05-12083

Type of Business: The Debtor provides Internet marketing services
                  and offers marketing, creative and technology
                  services to companies in industries like
                  financial services, life sciences, media,
                  telecommunications and technology.
                  See http://www.onetooneinteractive.com/

Chapter 11 Petition Date: March 18, 2005

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: A. Davis Whitesell, Esq.
                  Cohn & Whitesell, LLP.
                  101 Arch Street, 16th Floor
                  Boston, Massachusetts 02110

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mr. David Landrith            Partial Summary         $3,518,017
62 Blue Hill Avenue           Judgement,
Canton, MA 02286              Member Redemption
                              Litigation

Fastweb (Monster)             Trade Debt                $173,144
PO Box 34649
Newark, NJ 07189-4649

ClassesUSA                    Trade Debt                $154,020
1200 South Avenue
Suite 207
Staten Island, NY 10314

Ivillage                      Trade Debt                 $92,364

Military Advantage            Trade Debt                 $89,060

ESPN                          Trade Debt                 $81,745

Sportsline                    Trade Debt                 $81,531

Overture Services Inc.        Trade Debt                 $80,336

Yahoo, Inc                    Trade Debt                 $75,328

American Express Gold         Trade Debt                 $71,670

DoubleClick TechSolutions     Trade Debt                 $71,370

McDermott, Will & Emery       Professional               $69,878
                              Services

Emode.com Inc.                Trade Debt                 $69,684

E! Online                     Trade Debt                 $59,146

Baby Center                   Trade Debt                 $52,268

RichMay Trade                 Professional               $48,494
                              Services

CentrPort                     Trade Debt                 $27,910

Bolt's                        Trade Debt                 $25,100

All Star Directories          Trade Debt                 $22,032

Advance Magazine Group        Trade Debt                 $21,863


ORIGEN'S MANUFACTURED: Moody's Junks 8.30% Class M-2 Certificates
-----------------------------------------------------------------
Moody's Investors Service has downgraded two mezzanine
certificates of Origen's manufactured housing 2001-A
securitization.  The rating action concludes Moody's ratings
review, which began on March 4, 2005.

Moody's previously downgraded several senior, mezzanine and
subordinate certificates of Origen's manufacturing housing
securitizations in September 2004.  The rating actions were
primarily based on the weaker-than-anticipated performance of the
manufactured housing loans.

The current action is prompted by the continued weaker-than
anticipated performance of the pool and the resulting erosion in
credit support. Delinquencies and repossessions have exceeded
original expectations, leading to high cumulative losses.  As of
the Feb 14, 2005 remittance report, cumulative losses and
cumulative repossessions for the 2001-A transaction were 17.30%
and 23.23%, respectively, with 50.13% of the pool outstanding.
Loss severities for the last six months on liquidated collateral
averaged approximately 84%. Since losses have exceeded the
available amount of excess spread, the overcollateralization has
been completely eroded.  As a result, the Class B Certificates are
currently experiencing losses and close to being completely
written down.

The complete rating action is:

Issuer: Origen Manufactured Housing Contract Senior/Subordinate  
        Asset-Backed Certificates, Series 2001-A

   * 7.82% Class M-1 Certificates, downgraded from Ba2 to B1

   * 8.30% Class M-2 Certificates, downgraded from Caa2 to Ca

Origen is a Delaware limited liability company with its
headquarters in Southfield, Michigan.  The company is primarily
engaged in the business of underwriting, originating and servicing
manufactured housing contracts.


OWENS CORNING: Lehman Brothers Reports 6.27% Equity Stake
---------------------------------------------------------
Lehman Brothers Holdings, Inc., and Lehman Brothers, Inc., inform
the Securities and Exchange Commission that they may be deemed to
beneficially own 3,476,903 shares of Owens Corning Common Stock,
which represents 6.27% of all outstanding shares.

Lehman Brothers, Inc., a broker/dealer registered under Section
15 of the Securities Exchange Act of 1934, is the actual owner
of the Shares.  Under the SEC rules and regulations, Lehman
Brothers Holdings may be deemed to be the beneficial owner of the
shares of Common Stock owned by Lehman Brothers, Inc.

At September 30, 2004, 55,343,098 shares of Owens Corning common
stock are outstanding.

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)


PEABODY ENERGY: Buys Coal Reserves & Surface Assets in Ill. & Ind.
------------------------------------------------------------------
Peabody Energy's subsidiaries have acquired selected assets from
Lexington Coal Company for $61 million in cash.  Strong growth and
long-term demand for Illinois Basin coal and increased investments
in technologies allows Peabody to further expand its leadership
position in the region.  The transaction is expected to be
accretive to earnings in 2006.

The acquired properties have significant synergies with other
Peabody subsidiaries, enabling lower-cost mining and longer mine
lives.  Purchased assets include:

   -- Approximately 10 million tons of reserves, a preparation
      plant, mining equipment and facilities near Coulterville,
      Ill.  The newly formed Coulterville Coal Company may also
      access adjacent coal reserves owned by Peabody subsidiaries.  
      The mine is expected to begin production in 2005 and will
      produce approximately 2 million tons per year when it
      reaches full capacity in 2006.  The mine will supply coal
      under a new agreement with Northern Indiana Public Service
      Company with terms that can be extended through 2015.

   -- Approximately 40 million tons of coal reserves, a
      preparation plant, facilities, a shovel and other mobile
      mining equipment in Knox County, Ind.  The assets will be
      operated by Peabody subsidiary Black Beauty Coal Company's
      Miller Creek Mine, which is expected to access these surface
      reserves in 2006.

   -- Approximately 20 million tons of reserves, a preparation
      plant, significant surface land reserves, a large dragline
      and other mobile mining equipment in Sullivan County, Ind.  
      The assets will be operated by Black Beauty's Farmersburg
      Mine.  Development of the operation is targeted for 2007.

                        About the Company

Peabody Energy (NYSE: BTU) is well positioned to fuel the future
energy needs of America and the world. Peabody is the world's
largest private-sector coal company, with 2004 sales of 227
million tons and $3.6 billion in revenues.  Its coal products fuel
more than 10 percent of all U.S. electricity and 3 percent of
worldwide electricity.  The company is serving global coal demand
from electricity generators and steelmakers, and is growing to
serve new global customers and emerging "Btu Conversion" markets.

                          *     *     *

Moody's Rating Services and Standard & Poor's assigned their low-B  
ratings to Peabody Energy's $650 million of outstanding 6-7/8%  
Senior Notes in March 2003.  Peabody posted losses for two  
quarters in the middle of 2003 and has reported profits every  
quarter thereafter.


PEGASUS SATELLITE: Plan Confirmation Hearing Continued to Mar. 30
-----------------------------------------------------------------
A status conference regarding confirmation of Pegasus Satellite
Communications Inc. and its debtor-affiliates' proposed Plan of
Reorganization will be held today, March 24, 2005, at 10:30 a.m.  
The hearing to consider confirmation of the Plan will be continued
to March 30, 2005, at 2:00 p.m.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading   
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000)


POGO PRODUCING: Moody's Assigns Ba3 Rating to $300M Sr. Sub. Notes
------------------------------------------------------------------
Moody's assigned a Ba3 rating to Pogo Producing Company's pending
$300 million of 10-year senior subordinated notes.  Moody's also
confirmed Pogo's Ba1 senior implied rating and its current Ba3
rating for its $200 million of 8.25% senior subordinated notes due
2011.  Note proceeds will repay secured bank debt.  Pro-forma for
the note offering, Moody's estimates March 31, 2005 secured
revolver debt to be in the range of $200 million.  Pro-forma bank
debt would be roughly $200 million under a $750 million unsecured
bank revolver.

The rating outlook is moved to negative from developing, partly
reflecting the risk of leverage, cost, and overall credit erosion
over the next 12 to 18 months if Pogo does not make very
substantial gains this year reversing its historically high 2004
drillbit and all-sources reserve replacement costs.

While Pogo's three year average reserve replacement costs remain
acceptable and are not yet in outlier territory, another high
reserve replacement cost year would substantially boost the three
year trend.  A return to a stable rating outlook will depend on
Pogo's ability to greatly improve upon its weak 2004 reserve
replacement costs, a key element of an exploration and production
firm's ability to regenerate itself at supportable costs.

The rating had been moved to developing from stable on January 25,
2005 upon Pogo's strategic announcements.  While Pogo initiated
several plans that it hopes will begin to reposition its portfolio
and improve its reinvestment productivity, our cautionary change
to a negative outlook follows further consideration of the
challenges in that regard and review of its 2004 10-K.

While gross and net leverage on proven developed reserves remain
satisfactory for the ratings after rising significantly in 2004,
and though cash flow before capital spending and stock buybacks
should remain strong this year, Pogo's underlying ability to
organically regenerate itself has eroded over the last four years
as its property base yielded surging organic reserve replacement
costs and its organic reserve replacement from extensions and
discoveries fell progressively from 168% in 2000, 111% in 2001,
65% in 2002, 53% in 2003, and a very low 27% in 2004.

In addition to the direct credit implications of such
deterioration in internal capital reinvestment productivity,
Moody's traditionally considers such a major deterioration in
portfolio productivity as a strategic imbalance that may entail
increased event risk.  This respects the latitude a firm may need
as it moves to rebalance its property portfolio, reload its
drilling inventory, and support its share price.

Pogo's decision to curtail all discretionary 2005 development
drilling and other spending due to increasingly low internal
reserve replacement, surging drillbit finding and development
costs (over $40/boe in 2004), and rising sector drilling and
oilfield services costs appears to be a superior corporate finance
decision to avoid further capital destruction.  However, that is
not a position taken from strength, plus estimated $280 million in
conserved cash flow will effectively be used to buyback up to
$375 million of common stock.  Furthermore, the 2004 hiatus in
material drillbit productivity underscores that only time will
tell how productive Pogo's existing portfolio will be.

Likewise, Pogo's decision to market its core Gulf of Thailand
(GOT) properties is also potentially attractive though part of the
reason for the sale would be, through subsequent acquisitions, to
rebalance Pogo's reserve and production base and reload its
drilling inventory.  The fact that a sale during 2005 would occur
under a favorable one-time 2005 tax window in which to repatriate
foreign capital and liquidity made a GOT sale worth considering.
Aside from that, Pogo's core Gulf of Mexico (GOM) and GOT
properties both have particularly short PD reserves lives in the
range of 3 years.  A recycling of capital into longer lived
onshore U.S. properties could relieve Pogo's long battle against
two steep production decline curves.

While Moody's believes that proceeds from a sale of Pogo's GOT
properties could be reinvested in longer lived U.S. onshore
properties, this would transpire during a time of extreme
competition for onshore conventional and unconventional reserves.
In that competition, acquirers are paying historically very dear
prices for properties that have contained low proportions of PD
reserves, effectively paying very high prices for current
production and higher risk proven undeveloped and probable
reserves.

Positive developments include the substantial return to production
of Pogo's GOM Main Pass production, the fact that the reduced 2005
capital budget will actually contain Pogo's second highest
exploration and development outlays on record (aiding the
production outlook), and that first quarter 2005 production is at
least starting out on a sounder trend.  Also, while it will entail
more drilling risk, a higher proportion of capital spending will
be allocated to exploration drilling.  To the degree that spending
is successful, the drillbit could add more materially to reserve
replacement in 2005.

The ratings are also supported by still acceptable leverage on PD
reserves and expected strong 2005 cash flow before capital
spending and stock buybacks.  Leverage on PD reserves increased
significantly in 2004 on acquisitions needed to fill the breach
left by low reserve additions and high reserve replacement costs.
However, leverage rose to still conservative levels relative to
peers. Furthermore, Pogo's stock buyback activity may proceed at a
pace that can be internally funded with cash flow.

Pro-forma for the bond offering, Moody's estimates March 31, 2005
leverage in the range of approximately $3.00/PD Boe of reserves.
Net leverage is materially lower to the degree that foreign
liquidity is free to be repatriated during the 2005 tax holiday.
Pogo's historic fiscal conservatism enables it to pursue
substantial remedial actions without being simultaneously under
leverage pressure.

Moody's estimates that Pogo's total leveraged full-cycle costs
(production, G&A, gross interest, and reserve replacement costs)
are at the high end of its peers in the range of $24/boe,
including three-year average reserve replacement costs and after
the fourth quarter 2004 acquisition of higher production cost
properties.  That figure would be very high, at over $30/boe,
using 2004's $20.64/boe all-sources reserve replacement cost
figure.

Pogo's 2004 drillbit finding and development costs exceeded an
extraordinary $40/boe, which is included in the $20.64/Boe
all-sources 2004 figure.  The collapse in drillbit productivity
was partially due to the fact that the 2004 spending budget,
weighted heavily to development drilling on proven development
reserves, did not yield material step-out reserve additions as an
adjunct to development drilling.  The collapse was also due to
relatively unproductive exploration drilling in Hungary and, as
yet, lack of a break through in Pogo's drilling over the GOM Outer
Continental Shelf.

Pogo Producing Company is headquartered in Houston, Texas.


POGO PRODUCING: S&P Puts BB Rating on Proposed $300M Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Pogo Producing Co.

At the same time, Standard & Poor's assigned its 'BB' rating to
the company's proposed $300 million subordinated notes due 2015.
Proceeds from the note offering will be used to repay existing
bank borrowings under the company's $750 million credit facility.  

Houston, Texas-based Pogo had $755 million of debt as of Dec. 31,
2004.

"The stable outlook on Pogo reflects our expectations that Pogo
will prudently manage its more aggressive financial policies and
2005 budget initiatives while maintaining its sound financial
profile and adequate liquidity for the current ratings," said
Standard & Poor's credit analyst Brian Janiak.

The rating on Pogo's existing subordinated notes are one notch
below the company's corporate credit rating in accordance with
Standard & Poor's notching criteria.


QUEEN'S SEAPORT: Taps Jeffer Mangels as Reorganization Counsel
--------------------------------------------------------------
Queen's Seaport Development, Inc., asks the U.S. Bankruptcy Court
for the Central District of California for permission to employ
Jeffer Mangels Butler & Marmaro LlP as its general reorganization
counsel.

Jeffer Mangels is expected to:

   a) advise the Debtor of its duties and responsibilities as a
      debtor-in-possession in the continued management and
      operation   

   b) analyze the Debtor's financial situation and prepare its
      petitions, schedules, statements of affairs and s proposed
      plan of reorganization;

   c) represent the Debtor at the meeting of creditors,
      confirmation hearing for the proposed plan and other
      hearings related to the Debtor's bankruptcy case;

   c) represent the Debtor in adversary proceedings and other
      contested bankruptcy matters; and

   d) perform other legal services that are incident and necessary
      to the Debtor's chapter 11 case.

Joseph A. Eisenberg, Esq., a Partner at Jeffer Mangels, is the
lead attorney for the Debtor.  Mr. Eisenberg discloses that the
Firm received a $100,000 retainer.

Queen's Seaport had not yet received Jeffer Mangels' hourly rates
for its professionals when the Debtor filed the employment
application with the Court.

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

Headquartered in Long Beach, California, Queen's Seaport
Development, Inc., -- http://www.queenmary.com/-- operates the  
Queen Mary ocean liner, various attractions and a hotel.  The
Company filed for chapter 11 protection on March 15, 2005 (Bankr.
C.D. Calif. Case No. 05-15175).  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


RIBILICIOUS LLC: Case Summary & 22 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Ribilicious, LLC
             310 Old Vine Street, Suite 101
             Lexington, Kentucky 40507

Bankruptcy Case No.: 05-50900

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Best Que, LLC                              05-50899
      Hot Concept, Inc.                          05-50901

Chapter 11 Petition Date: March 18, 2005

Court: Eastern District of Kentucky

Debtor's Counsel: Martin B. Tucker
                  Swayer & Glancy
                  3120 Wall St., Suite 310
                  Lexington, KY 40513
                  Tel: (859) 223-1500

                         Estimated Assets        Estimated Debts
                         ----------------        ----------------
Ribilicious, LLC     $100,000 to $500,000    $100,000 to $500,000
Best Que, LLC                 $1M to $10M             $1M to $10M
Hot Concept, Inc.    $100,000 to $500,000         $500,000 to $1M

A.  Best Que, LLC's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Famous Dave's of America                      $357,937
PO Box 86
Minneapolis, MN 55486-2369

The IJ Company                                $173,732
4721 Singleton Station Road
Louisville, TN 37777

MJMT, Inc.                                     $84,634
667 Reilly Road
Cincinnati, OH 45215

Advanced Electrical Service                    $69,144

The Roberts Group P.S.C.                       $40,582

CBL & Associates Management, Inc.              $29,062
c/o Eastgate Mall

Supreme Lobster & Seafood                      $21,745

Insight Media Advertising                      $20,184

BWC State Insurance Fund                       $13,197
Corporate Processing Department

Young Contracting Services                      $6,000

Buchanan Ingersoll                              $4,743

Piazza Produce Company                          $4,528

General Sports Corporation                      $4,169

Vasey Commercial Heating & Air                  $2,513

Lifeskills Center for Leadership                $1,536

Ignite                                          $1,442

Roto-Rooter                                     $1,287

Edward Don & Company                            $1,224

LaGrange & Associates Inc.                      $1,000

Diversey Lever, Inc.                              $756

B. Hot Concept, Inc.'s 2 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Bob Evans                                     $135,000
BEF REIT, Inc.
3776 South High Street
Columbus, OH 43207-4000

Griffith, Delaney & Hillman                     $3,296
429 13th Street
PO Box 1360
Ashland, KY 41105-1360


SOLUTIA INC: Gets Court Nod to Walk Away from Gateway Contracts
---------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates had contracted with
Gateway Energy WGK, LLC, in 1998 for the construction and
operation of a separate plant at the William G. Krummrich Plant in
Sauget, Illinois.  Solutia and Gateway entered into:

   (a) a Land Lease dated June 8, 1998, pursuant to which Gateway
       leases land at the Krummrich Facility for the Gateway
       Plant; and

   (b) a related Service Agreement dated June 8, 1998, that
       governs Gateway's provision of the Steam Services to
       Solutia and the Guests.

In connection with the execution of the Gateway Services
Agreement, Gateway Energy Systems, LC, Environmental Management
Corporation, Energy Equities L.C., G&P Energy Equities, L.C., and
Ameren Corporation executed a performance-related Guaranty in
favor of Solutia for Gateway's obligations under the Gateway
Services Agreement and the Land Lease.

The Land Lease and the Gateway Services Agreement both run for
terms of 20 years and expire in October 2019.  Solutia pays
Gateway $3.7 million per year for the Steam Services, $1.1 million
of which Solutia allocates to the Guests under the Operating
Agreements.  Pursuant to a separate operating and maintenance
agreement between Gateway and EMC, EMC operates the Gateway Plant
and provides Steam Services to Solutia and the Guests on Gateway's
behalf, and has been doing so since 2000.

                  Financing of the Gateway Plant

To finance the construction of the Gateway Plant, Gateway
initially borrowed $16 million from Mercantile Bank National
Association under a construction bridge loan pending the
consummation of additional financing.  Gateway later refinanced
the construction loan and completed the Gateway Plant through its
issuance of an $18.6 million senior note due 2019, to Teachers
Insurance and Annuity Association of America, and through equity
contributions from Gateway's members in the initial amount of
$2.22 million.  The outstanding principal and interest on the Note
owed to Teachers is currently in excess of $16 million.  Pursuant
to the terms of the Gateway Services Agreement, if Solutia
breaches that agreement before its expiration in 2019, Gateway has
the contractual right to damages in accordance with a
pre-negotiated schedule.

Gateway granted UMB Bank of St. Louis, as collateral agent for
Teachers, a first priority security interest in the Gateway
Services Agreement and any claims to which Gateway would be
entitled to secure Gateway's payment obligation under the Note.
Solutia also entered into a Consent and Agreement with UMB Bank,
pursuant to which Solutia agreed to assume Gateway's obligation
for the payment to Teachers of the Note if Solutia terminates the
Gateway Services Agreement, terminates the Land Lease or fails to
perform material obligations or covenants under the Gateway
Services Agreement.  Thus, although Gateway is the party to the
Gateway Services Agreement with Solutia, Teachers has asserted,
pursuant to the Consent and Agreement, that it is entitled to
enforce all obligations under the Gateway Services Agreement
directly against Solutia.

             Solutia Decides to Reject Gateway Lease

Solutia is paying about $2.6 million per year under the Gateway
Contracts, which cannot be re-allocated to the Guests, for Steam
Services that are no longer being used.  The Gateway Contracts
have become administrative burdens exposing Solutia to
$2.6 million in annual costs that would total $39 million through
the remaining 15-year terms of the Gateway Contracts.

Solutia explored alternatives to rejecting the Gateway Contracts
including the possibility of assigning them to a third party for
value.  But because of the complex nature of Solutia's
relationships with the Guests under the Operating Agreements and
that the Gateway Plant is physically located on and connected to
the Krummrich Facility, it was unlikely for any third party to
step into Solutia's shoes with respect to the Gateway Contracts.
Instead, Solutia has worked with Gateway, Teachers and EMC to
negotiate a consensual transaction pursuant to which Solutia will
reject the Gateway Contracts, agree with Gateway and Teachers on a
rejection damage claim and agree to terminate the Performance
Guaranty.

Over the past several months, Solutia has been in discussions with
various alternate providers to deliver Steam Services to the
Guests at the Krummrich Facility after rejecting the Gateway
Contracts.  Solutia has explored the possibility of leasing new
boilers and related equipment from third parties, as well as
obtaining replacement Steam Services in connection with a
third-party operator's purchase and operation of the existing
Gateway Plant.  Solutia decided that the most cost-effective
alternative for its replacement of Steam Services would be through
a third-party's purchase and operation of the Gateway Plant.
Thus, Solutia and Gateway have negotiated with EMC, the current
operator of the Gateway Plant, and Industrial Steam Products, Inc.
with respect to the sale of the Gateway Plant and the use of those
assets to provide Steam Services to the Guests at the Krummrich
Facility.

After carefully evaluating proposals from both EMC and Industrial,
Solutia favored EMC's proposal.  Although both had substantially
the same fixed annual fixed costs, Industrial did not propose a
mechanism for the reduction in these costs over time.

Therefore, Solutia, Gateway, Teachers and EMC agreed to an asset
purchase agreement, pursuant to which EMC is required to purchase
the Gateway Plant and close the sale by February 24, 2005.
Solutia and EMC further agreed to a services agreement, which
would run for an initial five-year term and continue thereafter
unless and until terminated with 24 months notice.

Because the EMC Services Agreement would contemplate a reduced
level of Steam Services and because Solutia can re-allocate 100%
of the costs for that reduced service level to the Guests under
the Operating Agreements, Solutia's costs for procurement of the
Steam Services going forward will be reduced to zero.  This will
enable Solutia to save $2.6 million per year as compared to
payments to Gateway under the Gateway Contracts, which could total
$39 million over the remaining terms of the Gateway Contracts.
Although Solutia's rejection of the Gateway Contracts will expose
Solutia to a significant rejection damage claim, the claim will be
outweighed by the projected long-term savings under the EMC
Services Agreement.

As part of the overall sale transaction, Gateway has agreed to
assign the Land Lease to EMC to enable EMC to operate and maintain
the Gateway Plant at the Krummrich Facility.  There are no
impediments to Solutia's assumption of the Land Lease because
Solutia and Gateway have agreed that there are no defaults that
need to be cured and that there is adequate assurance of Solutia's
future performance under the Land Lease.

          Resolution of Teachers' Rejection Damage Claim

Gateway and UMB Bank both filed proofs of claim against Solutia
for $20.2 million in damages in the event Solutia rejects the
Gateway Contracts and for $200,000 for other prepetition amounts
due under the Gateway Contracts.

Solutia decided to allow Teachers' asserted rejection damage
claim.  Solutia is willing to grant Teachers an allowed
prepetition unsecured claim against its estate for $20,391,317,
effective on the closing of the sale of the Gateway Plant to EMC.

                          Effective Date

Solutia wants its rejection of the Gateway Contracts, termination
of the Performance Guaranty, and assumption and amendment of the
Land Lease be effective as of the Closing Date of the sale
transaction between Gateway and EMC.

Accordingly, the Debtors sought and obtained the U.S. Bankruptcy
Court for the Southern District of New York's authority to:

   (a) reject the Gateway Contracts;
   (b) terminate the Performance Guaranty;
   (c) assume and amend the Land Lease;
   (d) resolve Teachers' rejection damage claim; and
   (e) enter into the EMC Services Agreement.

The Operating Agreements generally govern the relationships
between Solutia and the Guests and allocate certain costs between
the parties for utility and other ancillary support services used
by them at the Krummrich Facility.  In particular, Solutia is
obligated to provide certain steam, boiler feed water and
compressed air service to the Guests for use in their daily
operations.

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)


SPHERION CORP: Names Anne Szostak to Board of Directors
-------------------------------------------------------
Spherion Corporation (NYSE:SFN) appointed Anne Szostak to its
board of directors, effective immediately.  This appointment
expands the number of directors from seven to eight.

Ms. Szostak, age 54, has more than 30 years of experience,
primarily in banking and human resources.  She has spent the
majority of her career at FleetBoston Financial in a variety of
executive management roles, most recently serving as executive
vice president and corporate director of human resources until her
retirement in 2004.  Ms. Szostak also previously served as
chairman and CEO of Fleet Bank-Rhode Island and chairman,
president and CEO of Fleet-Maine.  She is currently a member of
the board of directors of Tupperware Corporation and Belo
Corporation and is Chairman of the Board of Governors of the Boys
& Girls Clubs of America.

Steven S. Elbaum, Spherion's Chairman, stated that, "The Board is
delighted to add Anne Szostak as an independent director.  Her
many years of senior management experience in banking, financial
services and human resources will serve Spherion well."

Ms. Szostak will also serve on the Board's Corporate Governance
committee.

                        About the Company

Spherion Corporation is a leader in the staffing industry in North
America, providing value-added staffing, recruiting and workforce
solutions.  Spherion has helped companies improve their bottom
line by efficiently planning, acquiring and optimizing talent
since 1946.  To learn more, visit http://www.spherion.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2004,
Moody's Investors Service has withdrawn the ratings of Spherion
Corporation to reflect the redemption of the company's rated debt
securities.

These ratings have been withdrawn:

   * $89.6 million convertible subordinated notes due 2005,
     previously rated B2 (withdrawn as of August 27, 2004);

   * Senior Implied, rated Ba3;

   * Issuer Rating, rated B1.

Moody's withdrawal of Spherion Corporation's ratings reflects the
company's redemption of its rated debt with proceeds from the sale
of its discontinued operations and an expansion of its current
credit facility.


SPIEGEL INC: Taps Michael Hannafan as Illinois Local Counsel
------------------------------------------------------------
On Nov. 18, 2003, the U.S. Bankruptcy Court for the Southern
District of New York authorized the Official Committee of
Unsecured Creditors to retain Zuckerman Spaeder LLP as its special
conflicts counsel, nunc pro tunc to October 2, 2003.

Zuckerman rendered legal services that included, among other
things, reviewing, investigating, and prosecuting claims or
causes of actions against third parties, like KPMG LLP and others
with which the Committee's counsel, Chadbourne & Parke LLP, has a
conflict of interest or is otherwise unable to represent the
Committee.

On Feb. 18, 2005, Zuckerman sought and obtained the Court's
authority to bring a legal action on behalf of the Debtors'
estates against KPMG in an Illinois court.

Norman L. Eisen, Esq., at Zuckerman, in Washington, D.C., tells
the Court that the retention of a local counsel is typical where
an out-of-state firm wishes to file an action in Illinois.

Accordingly, the Committee asks Judge Blackshear for authority to
retain Michael T. Hannafan & Associates Ltd. as its Illinois
local counsel, nunc pro tunc to March 10, 2005.

Mr. Eisen relates that Hannafan has significant experience in
Illinois courts and all of the firm's lawyers are admitted to the
Illinois bar.  Hannafan will be able to provide Zuckerman with
substantive and practical guidance regarding the policies and
practices of Illinois courts.

As the Committee's local counsel, Mr. Hannafan will assist
Zuckerman by:

    (a) reviewing, investigating, and, if appropriate, prosecuting
        claims or causes of actions against third parties;

    (b) appearing before the Court and any other court to protect
        the interests of the estate;

    (c) performing all other necessary legal services requested by
        the Committee in connection with the matters for which it
        is being retained; and

    (d) otherwise representing the Committee in matters where it
        so directs.

The Committee assures the Court that in performing the required
tasks, Hannafan will coordinate with Zuckerman to avoid
duplication of expense to the estate.

Michael T. Hannafan, Esq., a principal of the firm, attests that
the firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code, and does not hold or
represent any interest adverse to the Debtors' estates or
creditors.

Mr. Hannafan will be paid on an hourly basis.  The attorneys and
professionals presently designated to represent the Committee,
and their hourly rates are:

              Michael T. Hannafan         $500
              Blake T. Hannafan           $340
              Nicholas A. Pavich          $300
              Paralegal Assistance         $50

Mr. Hannafan may use one or more additional lawyers in connection
with its engagement.  The hourly rates are subject to periodic
adjustments from time to time.

Mr. Hannafan will also be reimbursed for actual, necessary
expenses incurred.

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 to Conduct Eddie Bauer Store Closing Sales
-------------------------------------------------------------
Prior to the closing of each Eddie Bauer home retail store,
whether in accordance with the amendment or termination of a Home
Store lease, the rejection of the lease, pursuant to a Lease Swap
Agreement or any other transaction authorized by the U.S.
Bankruptcy Court for the Southern District of New York, Spiegel,
Inc., and its debtor-affiliates may find it in their best interest
to sell inventory and fixture and conduct store closing sales with
respect to certain Home Stores.

In this regard, the Debtors seek the Court's permission to
conduct Store Closing Sale at Eddie Bauer Home Stores and, if
necessary, in some Eddie Bauer retail apparel stores governed by
a Home Store Lease, in accordance with the guidelines previously
negotiated with the landlords of those Eddie Bauer stores and as
approved by the Court in connection with previous store closings.

The Debtors note that absent the proposed liquidation of Eddie
Bauer's Home Division and the necessary store closures and
immediate liquidation of the inventory at the Home Stores, the
Debtors will continue to suffer losses to the detriment of their
creditors and their estates, and will fail to maximize recovery
for their estates.

To conduct of the Store Closing Sales and related transactions,
the Debtors ask the Court that they be presumed to be in
compliance with any licensing and other requirements governing
the conduct of store closing or other inventory clearance sales,
including state and local statutes and regulations establishing
licensing, registration, or permitting requirements, waiting
periods, time limits, bulk sale restrictions or augmentation
limitations that would otherwise apply to the Store Closing
Sales.

The Debtors want each and every federal, state or local agency,
department or governmental authority with authority over the
Store Closing Sales, and all newspapers and other advertising
media in which the sale is advertised, to allow them to
consummate the transactions without requiring any further
approvals, licenses or permits of any governmental authority, in
each case.

Upon the fixing of the date of closure of a particular Home
Store, if a Store Closing Sale is to be conducted, the Debtors
will provide notice to the landlord and the Attorney General of
the state in which the Home Store is located by no later than 14
days before the date on which the Debtors intend to commence the
Store Closing Sale.

The Store Closing Sales will commence or continue at some home
stores or related Eddie Bauer apparel stores after the Debtors'
Chapter 11 Plan is confirmed.

The Debtors do not intend to hire a liquidator to conduct the
Store Closing Sales at this time.  If the Debtors subsequently
decide so, they will seek the Court's approval by a separate
request and hearing.

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)


SPX CORP: Fitch Affirms Senior Debt Ratings at BB & BB+
-------------------------------------------------------
Fitch affirmed the ratings for SPX Corporation's senior unsecured
debt and senior secured bank debt at 'BB' and 'BB+', respectively.
The Rating Outlook has been revised to Stable from Evolving.  At
Dec. 31, 2004, SPX had approximately $2.5 billion of debt
outstanding.

The Rating Outlook revision to Stable recognizes the anticipated
reduction in debt and leverage after SPX completes its
divestitures of Edwards Systems Technology and Kendro.  Estimated
proceeds of nearly $2 billion from the divestitures, including
BOMAG, which was sold in January 2005, will be used to pay down
most of SPX's bank term debt and senior notes.  Total debt on the
balance sheet is expected to decline to around $800 million.  In
addition to reducing debt by approximately $1.7 billion, the
company plans to repurchase 10 million shares of its stock for
roughly $450 million.  Fitch estimates pro forma debt/EBITDA will
fall below 2.0 times compared to historical levels above 3.0x.

The ratings also consider SPX's diverse portfolio of businesses,
low capital intensity, a renewed focus on operations, and the
implementation of more conservative financial policies than in the
past.  SPX has reduced its target range for debt/EBITDA to 1.5x-
2.0x (using gross debt) versus its previous net debt/EBITDA target
of 2.0x-2.5x.  Despite SPX's planned debt reduction, however, the
ratings are constrained by concerns about operating challenges and
the eventual costs and effectiveness of SPX's efforts to resolve
them.  Operating margins and cash flow declined significantly in
2004 even as general economic conditions improved.  While higher
raw material costs were partly to blame, SPX believes its
decentralized organizational structure has contributed to weak
results and is implementing a number of actions to better
integrate its businesses and improve management oversight.

As part of the overall restructuring of its operations, SPX is
taking steps to improve productivity, supply chain management,
management information systems, and new product development.  
Given the broad scope of the operating, governance, and management
changes to be accomplished, Fitch believes the timing of a
turnaround in SPX's performance is uncertain, although the company
expects to see improving margins after the first quarter of 2005.

Upon completing the pending divestitures, SPX's estimated debt of
$800 million will consist chiefly of $657 million of liquid yield
option notes -- LYONs.  The notes can be put back to SPX as early
as May 2005 ($17 million) and February 2006 ($641 million); SPX
may also be liable for $102 million of tax recapture on the notes.
SPX's liquidity is supported by cash balances estimated by SPX at
$280 million on a pro forma basis following the divestitures and
related debt reduction.  In addition, SPX has borrowing capacity
under a $500 million bank revolver maturing in 2008.  Availability
under the revolver was reduced by $180 million in letters of
credit outstanding as of Dec. 31, 2004.

Aside from the potential redemption of LYONs, SPX's uses of cash
include annual dividends of around $65 million and a planned
doubling of capital expenditures at continuing operations to $80
million in 2005 to fund operating initiatives.  SPX is targeting
improved working capital investment over the next one to two years
and pension contributions are expected to remain minimal through
2005.  The ratings incorporate Fitch's expectation that spending
on share repurchases and acquisitions will remain modest until SPX
has demonstrated progress in addressing its operating and
management issues.  Further review of the ratings will revolve
around SPX's ability to rebuild the company's operating
performance and cash flow, and to resolve concerns about potential
liabilities resulting from shareholder lawsuits and other legal
actions against the company.


SUNSTATE EQUIPMENT: Moody's Puts B3 Rating on Planned $175M Notes
-----------------------------------------------------------------
Moody's Investor Service has assigned a B3 long-term rating to
Sunstate Equipment Co., LLC's proposed $175 million, second
priority, senior secured notes, due 2012.  The rating agency also
assigned a B2 senior implied and a Caa1 senior unsecured issuer
rating to the company.  The rating outlook is stable.

The B2 senior implied rating reflects Moody's expectation that
Sunstate's credit metrics and operational performance will be
challenged by:

   1) the high leverage the company will carry as a result of a          
      large distribution to the controlling shareholder and the    
      redemption of an equity interest held by Prudential;

   2) the ongoing cyclicality of the equipment rental sector;

   3) the need to fund the expansion of its rental fleet as the
      market recovers; and,

   4) potential competition from larger and better capitalized
      enterprises.

However, Moody's believes that Sunstate has some important
strengths that help to mitigate these challenges including:

   1) participation by Sunstate in the recovery of the non-
      residential construction market;

   2) Sunstate's operating in a niche market with the focus on       
      short-term rentals; and

   3) the company's maintaining relationships with a diverse
      customer base across all end markets within the construction
      industry.

The B3 rating of the second lien notes, which will have Sunstate
Equipment Co. (a holding company that is a wholly-owned subsidiary
of Sunstate) as a co-issuer, reflects the junior position relative
to the security interest of the $150 million first-lien facility
on substantially all of Sunstate's property and equipment.  
Moody's has not assigned a rating to the senior securities.

The ratings incorporate a number of key expectations including the
following:

   1) Sunstate will strengthen its debt protection measures as the    
      US construction rental market continues to recover;

   2) the company will not likely, during the intermediate term,
      make any further member distributions beyond what is    
      currently proposed;

   3) excess cash could be used for debt repayment; and,

   4) the completion of the new $175 million second-lien notes, in       
      combination with the new $150 million first-lien credit
      facility, which is already fully underwritten, will afford
      Sunstate with a simplified capital structure by redeeming
      the equity sponsor's investment.

Moody's believes at this time that Sunstate's first-lien credit
facility provides adequate liquidity to absorb growth and seasonal
working capital needs with approximately $45 million available at
peak utilization.

Proceeds from the proposed credit facilities will be used to:

   1) refinance approximately $131.6 million in existing debt;
   2) redeem $23.6 million of Prudential's equity interests;
   3) make a $76.9 million member distribution; and
   4) pay $9 million in associated fees and expenses.

Sunstate will continue to face important operational and financial
challenges.  Operationally, the construction equipment rental
market remains both highly competitive and cyclical.  Sunstate
significantly scaled back its capital expenditures during the
recent economic downturn as it sold off its excess fleet,
mitigating the impact of the downturn.  With the economic recovery
underway, Sunstate will require major investment in its fleet,
which will strain the company's cash flow.

Additionally, the company generates modest levels of cash relative
to the potentially high leverage employed in Sunstate's capital
structure.  The company's small size coupled with the higher
leverage makes it vulnerable to potential adverse operating and
financial risks.  Also, Moody's believes that the contemplated
distribution will result in a significant increase in leverage,
with proforma debt/Adjusted EBITDA at December 31, 2004 rising
from 2.38x to 4.50x.  This represents a much more aggressive
financial strategy than in the past, and it increases financial
risk materially.  Finally, the priority of claim of the second-
lien notes will remain junior to that of the large, first-lien
facility.

The non-residential construction market, which is the main driver
for equipment rental industry, is experiencing a solid recovery
with spending growth projected to be in the mid to high-single
digits over the next two years versus the negative growth
experienced in mid-2001 through 2003.  This more favorable
industry outlook should support continued improvement in
Sunstate's utilization rates, operating margins, and cash
generation.

As a result, Moody's anticipates that Sunstate will be able to
fund a majority of its rental fleet expansion from internally
generated cash.  Moody's believes that Sunstate will also benefit
from the continuation of the US economic recovery.  This recovery
should support stronger construction spending levels and
consequently more robust fundamentals for the equipment rental
sector.  As a result, Sunstate's credit metrics are expected to
show steady improvement during the next two years.  Upon closing
of the second-lien notes Sunstate will have extended its debt
maturity profile until mid-2009 when the first-lien facility
matures and redeemed all outstanding preferred shares.

Notwithstanding favorable industry outlook and the potential
benefits to Sunstate, the company faces considerable challenges.
The equipment industry is highly competitive with over 15,000
participants.  Additionally, large OEMs with significant financial
resources are entering the equipment rental business to create
another outlet for their products and to benefit from projected
growth in the rental market.  However, Moody's believes that
Sunstate's business model of providing predominately very short-
term of daily and weekly rentals to local contractors in select
markets mitigates the threat from OEM's, which desire long-term
contracts with regional and national contractors.  The industry
will also remain highly cyclical.

To remain competitive Sunstate must continue with significant
capital purchases with projected outlays of approximately $60
million in 2005. Over the past three years Sunstate averaged $25
million in CAPEX.  Most CAPEX occurred in 2004, which totaled $49
million.  Partially offsetting the capital disbursement
requirement is an active secondary market for used construction
equipment.  The sale of equipment into this market represents a
materially smaller portion of cash flow for Sunstate than for many
of its competitors.  Importantly, Sunstate has maintained prudent
depreciation rates for its rental fleet.  Consequently, residual
values of equipment sold in the secondary market have historically
been very close to the realization value.

Despite the severe downturn in the equipment rental sector from
2001 through 2003, Sunstate managed to maintain solid debt
protection measures.  For 2004 the ratio of EBIT to interest
expense was a strong 2.80x and the ratio of debt to EBITDA was
2.23x.  Free cash flow to total debt was a weak 2% in 2004, but
reflects the beginning of Sunstate's intense CAPEX program
relative to the expenditures in previous years.  Moody's remains
concerned with Sunstate's significantly increased net debt of
approximately $116 million coupled with a sizeable distribution of
$76.9 million to members, and an aggressive CAPEX program.  As a
result, all debt protection measures will be strained.  However,
improving industry fundamentals should support steady improvement
through 2006.  As Sunstate capitalizes on this recovery, debt
protection measures should become more solidly supportive of the
rating.

Sunstate, founded in 1977 and headquartered in Phoenix, Arizona is
a regional equipment rental company in the Southwest region.


THORNBURG MORTGAGE: Fitch Puts BB- Rating on $50MM Preferred Stock
------------------------------------------------------------------
Fitch rates Thornburg Mortgage, Inc.'s -- TMA -- issuance of $50
million of 8.0% series C cumulative redeemable preferred
securities 'BB-'.  The Rating Outlook is Stable.  This transaction
is expected to be completed on March 22, 2005.  Concurrent with
this action, Fitch affirmed the rating at 'BB', with a Positive
Rating Outlook on TMA's senior unsecured debt.

TMA's ratings reflect the company's good asset quality, improving
funding diversity, and solid risk-based capitalization.  Rating
concerns center on the company's significantly encumbered balance
sheet, sizable debt roll-over risk, and rising competition for
residential mortgage originations.

The single notch between the senior unsecured and preferred stock
ratings is based largely upon the relatively limited distance
within TMA's balance sheet, pro forma for the preferred stock
transaction, between the first dollar of senior unsecured debt and
the last dollar of preferred stock.  Due to the relatively small
dollar amounts of these instruments relative to the company's
entire capital structure, there is only about 125 basis points of
capitalization separating the two points.

In addition, the single notch also reflects that the recognition
that TMA's overall risk profile is improving.  This view is based
in large part on the company's continued progress at reducing its
reliance upon reverse repurchase agreements as a primary funding
source and the increased use of other instruments such as
collateralized debt obligations, asset-backed commercial paper,
and unsecured capital such as senior unsecured notes and preferred
stock.  While good progress has been made over the past 12 months,
Fitch will be closely monitoring the sustainability of the
improvements.

The rating is also based on Fitch's expectation that TMA will not
issue any subordinated debt over the intermediate term.
Subordinated debt would be notched off the senior debt rating with
the preferred stock rating being notched off of the subordinated
debt.  The difference in Rating Outlook for the senior notes
relative to the preferred stock factors in Fitch's expectation
that TMA will continue to improve its funding profile by reducing
reliance on reverse repurchase agreements and, over time, increase
the component of senior and unsecured financings in its funding
structure.  These elements would improve the credit profile of the
senior notes to a greater degree than the preferred stock.

The preferred stock is being issued by Thornburg Mortgage Inc. and
will pay dividends at a rate of 8.00% per annum.  If dividends are
in arrears for more than six quarters, which need not be
consecutive, preferred holders may elect two additional members to
Thornburg's board of directors.  The securities are redeemable
after a period of five years.  Fitch expects proceeds to be used
to finance TMA's continued asset growth.

Based in Santa Fe, NM, TMA is among the nation's largest mortgage
real estate investment trusts -- REIT.  The company is focused on
underwriting, purchasing, and holding investments in adjustable-
rate residential mortgages.  TMA originates and purchases
adjustable-rate jumbo mortgages backed by single-family
residential properties owned by predominantly high quality
borrowers.  The company is also an originator, as well as
purchaser, of mortgage-backed securities from Freddie Mac, Fannie
Mae, and a diverse range of private institutions.  As of
Dec. 31, 2004, TMA had $29.2 billion of assets and $1.8 billion of
shareholders' equity.


UAL CORP: Committee Wants Air Wisconsin Agreement Modified
----------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the Northern District of Illinois to modify
its Order dated September 19, 2003, authorizing UAL Corporation
and its debtor-affiliates to enter into an Amended United Express
Agreement with Air Wisconsin Airlines Corporation.  Specifically,
the Committee wants the Court to remove the provision whereby Air
Wisconsin receives Additional Payments in case the Debtors reject,
modify, amend or fail to assume the Amended Agreement.  The
Additional Payments have been running about $5,000,000 per month.

Pursuant to the Amended Agreement, the Debtors pay Air Wisconsin
for services rendered plus an additional 10%.  Air Wisconsin
holds the Additional Payments in case the Debtors do not assume
the Amended Agreement.  Since the Order, the Debtors have paid
Air Wisconsin approximately $90,000,000 in Additional Payments,
above and beyond payments for regular services, Carole Neville,
Esq., at Sonnenschein, Nath & Rosenthal, in New York City,
relates.

The Committee did not oppose the Additional Payment provision at
the time it was proposed because the Debtors' emergence from
bankruptcy appeared imminent.  The Committee was advised that the
Additional Payments would not amount to much and the payments
would be made for only a few months.  However, the circumstances
in these proceedings have changed.  Exit dates have been extended
repeatedly.  The Debtors have been in bankruptcy for double the
amount of time predicted when the Order was granted.  As a
result, the punitive financial impact of the Additional Payments
has been magnified.  The Additional Payments now exceed all
bargained-for savings contemplated by the Debtors under the
Amended agreement.

Ms. Neville asserts that the Additional Payments constitute a
significant burden to the estate.  The Court should grant the
Committee's request because if the Debtors continue to make the
payments and reject the Amended Agreement, Air Wisconsin will
attempt to:

   1) retain over $100,000,000 as an administrative claim;

   2) receive an allowed general unsecured claim for rejection
      damages; and

   3) retain all regularly scheduled payments received pursuant to
      the Amended Agreement.

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)


USG CORP: Wants to Amend $100 Million LaSalle L/C Facility
----------------------------------------------------------
USG Corporation and its debtor-affiliates believe that since their
bankruptcy petition date, they have maintained a very strong cash
position.  Specifically, the Debtors had approximately
$300 million in cash and marketable securities, which amount they
increased to approximately $1.25 billion as of December 31, 2004.  
As a result of that strong cash position, the Debtors never
borrowed under the $350 million postpetition credit facility that
they had obtained at the beginning of their Chapter 11 cases.

To avoid the continuing fees that were payable under the Previous
DIP Facility, the Debtors terminated that facility and replaced
it with a $100 million postpetition letter of credit facility
with LaSalle Bank National Association in the middle of 2003.
While the Debtors terminated the Previous DIP Facility because
they did not project any borrowing needs for the remainder of
their Chapter 11 cases, they do issue letters of credit from time
to time and, therefore, require the L/C Facility.

The Debtors seek the U.S. Bankruptcy Court for the District of
Delaware's authority to amend the L/C Facility.

The Debtors tell Judge Fitzgerald that the L/C Facility amendment
is necessary for two main reasons:

   (1) The Debtors require an increase in the size of the L/C
       Facility because they anticipate greater letter of credit
       needs for general corporate purposes, including insurance,
       environmental and foreign trade credit purposes; and

   (2) USG Corporation will have access to the L/C Facility only
       until April 30, 2006, pursuant to the original agreement.

Specifically, the Debtors wish to replace $36,040,189 of
prepetition letters of credit with postpetition letters of credit
issued under the L/C Facility.  Bruce A. Czyl, the Director of
Risk Management for USG, explains that the Existing Letters of
Credit are "evergreen" letters of credit that backstop various
insurance, workers' compensation, environmental, reclamation and
other obligations of the Debtors.

In most cases, the Debtors have been required to post the letters
of credit to participate in various state workers' compensation
programs, various private insurance programs or to secure
environmental and other obligations.  Mr. Czyl states that in all
cases, since the Debtors are paying their obligations under those
programs in the ordinary course, there is no expectation that the
Existing Letters of Credit will be drawn, unless they are not
renewed.  Instead, the letters of credit merely need to be in
place to provide security so that the Debtors can participate in
the relevant programs or meet state and federal requirements.

The cancellation dates for certain of the Existing Letters of
Credit are fast approaching.  In addition, the letter of credit
issuer under the prepetition credit facility may need the consent
of 100% of the debt outstanding under that facility to renew the
Existing Letters of Credit, which, Mr. Czyl contends, is
impractical, especially given the trading in the debt that has
occurred prior to and after the Petition Date.  If the Existing
Letters of Credit are not replaced, they will be drawn by the L/C
holders.

Mr. Czyl also asserts that, for several reasons, it is not in the
interests of the Debtors' estates that the letters of credit be
drawn.  If the Existing Letters of Credit are drawn, the Debtors
may not be permitted to continue their participation in certain
of the programs for which the Existing Letters of Credit were
issued.  This would result to material economic harm to the
Debtors' estates.

Moreover, the Debtors may have to pay a much higher price to
obtain the necessary corporate coverage that is currently
supported by the Existing Letters of Credit, Mr. Czyl avers.  
Even if the Debtors were permitted to continue to participate in
the current programs, they might be required to post a much
higher level of security or pay a much higher cost to do so.  
Various beneficiaries likely would question why the Debtors were
not able to prevent the Existing Letters of Credit from being
drawn, and, notwithstanding facts to the contrary, could view the
Debtors as being in a risk category that requires them to pay a
much higher cost to participate in the relevant state or
corporate program.

Mr. Czyl further relates that although the Debtors might try to
replace cash received from drawing down the Existing Letters of
Credit with new letters of credit under the L/C Facility, it is
not clear that the Debtors would be able to do so, and those
attempts in any case likely would create a difficult
administrative burden on the estates.  Regardless of the exact
ramifications in each case of the drawing of an Existing Letter
of Credit, it is clear that the draw will create significant
administrative costs associated with the Debtors being required
to explain to state agencies and other parties why the draw
occurred and negotiating the Debtors' continued participation in
the relevant programs.

While the Existing Letters of Credit technically constitute
prepetition debt that would be extinguished once they were
replaced with postpetition letters of credit, the likelihood that
these letters of credit would ever be drawn, absent allowing them
to pass their stated cancellation notice dates, is extremely
remote, Mr. Czyl says.  Therefore, the Debtors are not in any
practical sense satisfying prepetition debt by replacing the
Existing Letters of Credit, as there is no expectation that those
letters of credit ever would be drawn.

Mr. Czyl adds that, if it were not for the upcoming expiration
dates for the Existing Letters of Credit, it would be customary
to replace the letters of credit with letters of credit issued
under an exit facility at the time of confirmation of a plan of
reorganization.  As a result, the Debtors are simply implementing
the exchange earlier in the case.  It should be noted that USG
has continually asserted that it is solvent, a position supported
by its current stock price of in excess of $30 per share, which
gives USG's equity a value in excess of $1.2 billion.  Assuming
USG is solvent, if the Existing Letters of Credit were drawn,
$36 million of contingent debt for which the Debtors currently
are accruing only letter of credit fees would be converted into
funded debt for which they would be required to pay full interest
at the applicable rate, including potentially the default rate
of interest.  As such, the draw could increase the Debtors'
postpetition cost under the credit facility by approximately
$2.3 million per year.

In addition, the Amendment extends the maturity date of the L/C
Facility until April 30, 2008.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells Judge Fitzgerald that the terms of
the L/C Facility will continue to be superior to the Previous DIP
Facility in several respects, including allowing the Debtors to
have letter of credit availability at a reduced cost and without
restrictive covenants that limit the Debtors' flexibility in
operating their businesses.

                   Previous DIP Facility    L/C Facility
                   ---------------------    -----------
  Obligors         All Debtors              USG

  Commitment       $350 million             $100 million,
                                            increased to
                                            $175 million

  Availability     Subject to a borrowing   No borrowing base
                   Base

  Commitment Fee   50 basis points          25 basis points

  L/C Fee          200 basis points         50 basis points

  Fronting Fee     25 basis points          None
  For Letter of
  Credit Issuances

  Administrative   Approximately $175,000   None
  Agent Fee        annually

  Covenants        Various affirmative      None
                   and negative financial
                   and operating covenants

  Security         All of the Debtors'      Cash or property
                   assets                   equal to 103% of the
                                            face amount of each
                                            letter of credit
                                            outstanding

Under the L/C Facility, if USG requests that LaSalle issue a
letter of credit, USG is required to post cash, cash equivalents
or other property with LaSalle for 103% of the face amount of
that letter of credit.  If the letter of credit is drawn, LaSalle
is further authorized to obtain that property notwithstanding the
automatic stay as reimbursement for its obligation to pay the
holder of the letter of credit and for certain fees under the
L/C Facility.  Mr. Heath relates that granting a lien to LaSalle
in property to secure letter of credit obligations and permitting
it to obtain property if a letter of credit is drawn are
customary terms in letter of credit facilities of similar type.

The Debtors also ask the Court to:

   * continue to authorize them to grant LaSalle a lien in the
     cash or other property used to secure their reimbursement
     obligations under the L/C Facility; and

   * modify the automatic stay to permit LaSalle to obtain that
     property if a letter of credit is drawn.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/--through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 82; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VICORP RESTAURANTS: Delays Form 10-Q Filing Due to Ongoing Probe
----------------------------------------------------------------
VICORP Restaurants, Inc., will delay the filing of its Form 10-Q
for the first quarter ended Jan. 27, 2005.  This delay is due to
VICORP's ongoing evaluation of the views expressed by the Office
of the Chief Accountant of the SEC on Feb. 7, 2005, in a letter to
the American Institute of Certified Public Accountants regarding
certain operating lease accounting issues and their application
under generally accepted accounting principles.

VICORP's management has made a preliminary determination that its
current method of accounting for certain of its leases is not
consistent with the views expressed by the SEC staff.  VICORP has
not yet reached a final determination as to whether these matters
will require a restatement of prior period financial statements,
but believes that a restatement is likely.  VICORP anticipates
that the restatement of prior period financial statements will not
have any impact on VICORP's previously reported cash flows or
revenues.  VICORP is working diligently to complete its review and
to quantify the impact of any necessary adjustments on each of the
affected prior periods and the current period.

The lenders participating in VICORP's senior credit facility have
agreed to extend the time period for VICORP to deliver financial
information required under the senior credit facility until
April 15, 2005, in order to avoid an event of default under the
senior credit facility.  VICORP anticipates that it will file its
Form 10-Q on or before April 15, 2005.

                  About VICORP Restaurants, Inc.

VICORP Restaurants, Inc., operates family-dining restaurants under
two proven and well-recognized brands, Village Inn and Bakers
Square.  VICORP, founded in 1958, has 376 restaurants in 25
states, consisting of 273 company-operated restaurants and 103
franchised restaurants.  Village Inn is known for serving fresh
breakfast items throughout the day, and we have also successfully
leveraged its strong breakfast heritage to offer traditional
American fare for lunch and dinner.  Bakers Square offers
delicious food for breakfast, lunch and dinner complemented by its
signature pies, including dozens of varieties of multi-layer
specialty pies made from premium ingredients.  Our headquarters
are located at 400 West 48th Avenue, Denver, Colorado 80216.

                          *     *     *

VICORP's 10-1/2 senior notes due 2011 carry Moody's and Standard &
Poor's single-B ratings.


WINN-DIXIE: Court Orders Timely Payment to Utility Companies
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directs Winn-Dixie Stores, Inc., and its debtor-affiliates to pay
on a timely basis, in accordance with their prepetition practices,
all undisputed invoices in respect of postpetition utility
services rendered by utility companies to the Debtors.  Any
undisputed charge for utility services provided after the Petition
Date will constitute an administrative expense.

The Court continues the hearing indefinitely with respect to JEA,
formerly known as Jacksonville Electric Authority, pending the
conclusion of further negotiations with the Debtors.

The Court also continues the hearing indefinitely with respect to
BellSouth Business Systems, Inc., BellSouth Long Distance, Inc.,
and BellSouth Telecommunications, Inc., pending the conclusion of
further negotiations with the Debtors.  BellSouth is restrained
from discontinuing, altering, or refusing service to the Debtors
on account of unpaid charges for prepetition services and from
requiring the payment of a deposit or other security in
connection with the continued provision of services to the
Debtors.

To permit further negotiations with the Debtors, the Court
continues the hearing until April 12, 2005, at 10:00 a.m. with
respect to these Utility Companies:

     * American Electric Power,
     * Alabama Power Company,
     * Carolina Power & Light d/b/a Progress Energy Carolinas,
     * Duke Energy Corporation d/b/a Duke Power Company,
     * Entergy Gulf States, Inc.,
     * Entergy Louisiana, Inc.,
     * Entergy Mississippi, Inc.,
     * Entergy New Orleans, Inc.,
     * Florida Power and Light Company,
     * Florida Power Corporation d/b/a Progress Energy Florida,
     * Orlando Utilities Commission,
     * Tampa Electric Company, and
     * Virginia Electric and Power Company d/b/a Dominion Virginia
       Power and Dominion North Carolina Power.

The Utility Companies will be deemed to be adequately assured of
payment under Section 366 of the Bankruptcy Code until and unless
the Court rules otherwise.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  David J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: District Court Gives Prelim Nod on Settlements
------------------------------------------------------------
Judge Denise Cote of the U.S. District Court for the Southern
District of New York preliminarily approved the settlement
between JPMorgan Chase & Co. and Lead Plaintiff Alan G. Hevesi,
as Comptroller of the State of New York, Administrative Head of
the New York State and Local Retirement Systems and Trustee of
the New York State Common Retirement Fund.

The District Court permitted the Plaintiffs' Co-Lead Counsel to
utilize, and ordered JPMorgan to pay, up to $3,000,000 out of the
Settlement Fund to fund the Notice and Administration Fund
incurred by Plaintiffs' Co-Lead Counsel in connection with the
Settlement.

Judge Cote severed the class claims against JPMorgan from the
claims against the non-settling parties, pending a final hearing
on the Settlement.

According to Bloomberg News, the District Court also granted
preliminary approval to settlements involving defendants:

    -- WestLB AG, formerly Westdeutsche Landesbank Girozentrale,

    -- Mizuho International plc,

    -- BNP Paribas Securities Corp.,

    -- Mitsubishi Securities International plc, formerly Tokyo-
       Mitsubishi International plc,

    -- Caboto Holding SIM S.p.A.,

    -- Deutsche Bank Alex Brown Inc., formerly known as Deutsche
       Bank Securities Inc.,

    -- Banc of America Securities LLC,

    -- Fleet Securities, Inc.,

    -- Lehman Brothers Inc.,

    -- Credit Suisse First Boston LLC, successor by merger to
       Credit Suisse First Boston Corp,

    -- Goldman, Sachs & Co.,

    -- UBS Warburg LLC, and

    -- ABN AMRO Inc.

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)


YUKOS OIL: District Court Says Gazpromneft Appeal is Moot
---------------------------------------------------------
The United States District Court for the Southern District of
Texas previously declined to vacate a temporary restraining order
entered by the Bankruptcy Court, enjoining certain entities from
participating in Russia' auction of Yuganskneftegas.

On March 3, 2005, District Court Nancy F. Atlas directed the
parties to advise whether Gazpromneft's Appeal could be
dismissed.

Yukos Oil Company asserted that the Appeal is moot.  Gazpromneft
responded that it does not consider the Appeal to be moot because
there are other issues pending before the Bankruptcy Court,
including Yukos' allegation in a related adversary proceeding
that Gazprom violated the TRO.

The District Court recognizes that issues remaining before the
Bankruptcy Court may generate future appeals, but those appeals
will be assigned to the District Court as new cases.  Thus, Judge
Atlas dismisses Gazpromneft's Appeal as moot.

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)


YUKOS OIL: Denies Monetary Liability to Rosneft
-----------------------------------------------
YUKOS Oil Company totally rejects any suggestion that money is
owed to Rosneft from historical operations of Yukos' subsidiary,
Yuganskneftegas as is being alleged by a lawsuit that has been
filed against YUKOS by Rosneft in the past few days.

A YUKOS Oil Company spokesperson stated on March 15: "The claims
made last week by Rosneft are ridiculous and totally unfounded.  
YUKOS has still not received any formal notification that 77%
stock ownership of Yuganskneftegaz has been acquired by Rosneft.  
As a result, Yukos still considers that Yuganskneftegas continues
to be a legitimate asset of YUKOS, and Rosneft has illegally
confiscated it and is managing it illegally.  To steal our asset
and then file a false and unfounded multi-billion dollar lawsuit
against YUKOS accusing our company of acting unlawfully in the
operation of that asset is ludicrous.  These latest allegations
take the insanity of the attack against YUKOS by government
authorities to a new level.  There seems to be no end to the
extraordinary lengths that the Russian authorities and its state-
owned companies will resort to in order to continue this totally
unjustified assault on YUKOS and its employees.

"We will defend ourselves against these claims to our fullest
ability and we will use every legal avenue open to 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 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)


* William W. Kannel Inducted Into American College of Bankruptcy
----------------------------------------------------------------
William W. Kannel, a member in the Boston office of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., has been inducted into the
American College of Bankruptcy.  Criteria for selection include:

   -- the highest standard of professionalism, ethics, character,
      integrity, professional expertise and leadership in
      contributing to the enhancement of bankruptcy and insolvency
      processes;

   -- sustained evidence of scholarship, teaching, lecturing or
      writing on bankruptcy or insolvency; and

   -- commitment to elevate knowledge and understanding of the
      profession and public respect for the practice.

"This is the highest honor that can be bestowed upon a bankruptcy
attorney," said Richard E. Mikels, a member in Mintz Levin's
Boston office and Chairman of the Bankruptcy, Restructuring and
Commercial Law Section, "and we are extremely pleased that the
most prestigious of all bankruptcy organizations has recognized
Bill for his professional excellence and contributions to the
legal profession."

The College was formed in 1989 and has approximately 600 Fellows
that are selected by a Board of Regents from among recommendations
received from the Circuit Admissions Council in each federal
judicial circuit.  The mission of the College is to honor and
recognize distinguished bankruptcy professionals who are qualified
for membership in an effort to set standards of achievement for
others in the insolvency community, and to fund and assist
projects that enhance the highest quality of bankruptcy practice,
including undergraduate and graduate programs related to
bankruptcy and insolvency.  

Mr. Kannel practices in the Bankruptcy, Restructuring and
Commercial Law Section.  His practice focuses primarily in the
area of commercial law, workouts and corporate reorganization and
has represented various institutional lenders, indenture trustees,
bondholders, other creditors, debtors, and trustees in all manner
of insolvency proceedings in courts throughout the United States.  
Mr. Kannel is a member of the American Bar Association, the
American Bankruptcy Institute, the Massachusetts Bar Association
and is a member of and former chair of the Bankruptcy Law Section
of the Boston Bar Association.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC --
http://www.mintz.com/-- is a multidisciplinary law firm with over  
450 attorneys and senior professionals in Boston, Washington D.C.,
Reston, VA, New York, Stamford, CT, Los Angeles and London.

Mintz Levin is distinguished by its reputation for responsive
client service and expertise in the areas of bankruptcy; business
and finance; communications; employment; environmental; federal;
health care; immigration; intellectual property; litigation;
public finance; real estate; tax; and trust and estates.  Mintz
Levin's international clientele range from privately held start-
ups to Fortune 100 companies in a wide array of industries
including biotechnology, venture capital, telecommunications,
health care and high technology.

Mintz Levin was one of the first law firms to develop
complementary consulting capabilities to provide complete
solutions to clients' problems, including investment/wealth
management, and government and public affairs.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, and Peter A.
Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***