TCR_Public/050328.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, March 28, 2005, Vol. 9, No. 72

                          Headlines

360NETWORKS: Ill. Resident Class Files Fiber Optic Cable Lawsuit
360NETWORKS: Sells Long-Haul Assets to Level 3 Communications
ADB SYSTEMS: Balance Sheet Upside-Down by CDN$1.009M at Dec. 31
AEG INC.: Case Summary & 20 Largest Unsecured Creditors
AEROSTAR EXECUTIVE: Case Summary & 15 Largest Unsecured Creditors

AFFINIA GROUP: Vehicle Group Closes Montreal Manufacturing Plant
AGRIBIOTECH: Former CEO Files for Chapter 11 Protection
ALLIED PRINTING: Case Summary & 20 Largest Unsecured Creditors
ALOHA AIRLINES: Secures Court Approval of $65 Million DIP Facility
AMERICAN HOMEPATIENT: Dec. 31 Balance Sheet Upside-Down by $20.7M

AMES DEPARTMENT: Employs Deloitte Tax as Tax Advisors
ARTHUR D. LITTLE: Settles Fraudulent Billing Claims for $6.5 Mil.
ATA AIRLINES: Court OKs Chicago Xpress Key Employee Retention Plan
ATA AIRLINES: Malek Proposes Chicago Express Sale as Going Concern
AUTOCAM CORP: S&P Junks $140 Million Unsecured Senior Sub. Notes

BALL CORPORATION: Moody's Upgrades $1.85 Billion Debt Ratings
BALLY TOTAL: Hires Turnaround Expert Carl J. Landeck as New CFO
BALLY TOTAL: Names Katherine Abbott as New V.P. & Treasurer
BELLAIRE GENERAL: Files Schedules of Assets & Liabilities in Texas
BETHLEHEM STEEL: Update on Adversary Cases v. 3,180 Creditors

BEVERLY ENTERPRISES: Auction Sale Plan Cues S&P to Review Ratings
BEVERLY ENTERPRISES: Moody's Affirms Low-B Ratings on $555M Debt
BIOLOGICAL ENVIRONMENTAL: Creditor Sues to Get Plan Distribution
BIOPHAGE PHARMA: Incurs $815,492 Net Loss in Fiscal Year 2004
CARRINGTON MORTGAGE: Moody's Rates Class M-9 Sr. Certs. at Ba1

CATHOLIC CHURCH: Bid to Disband Spokane Committee Draws Fire
COLLINS & AIKMAN: Audit Committee Retains Davis, Polk & Wardwell
COMM 2001-FL4: Moody's Junks $7.037M Class M-PS Certificates
CYGNUS INC: Completes $10 Million Asset Sale to Animas
DADE BERHING: Fitch Rates Senior Subordinated Debt at BB+

DATATEC SYSTEMS: Committee Taps Navigant as Financial Advisors
DATATEC SYSTEMS: Wants Exclusive Period Extended through June 13
DELTA AIR: Standard & Poor's Says Liquidity Might Be a Problem
DIMON INC: Noteholders Agree to Amend Senior Bond Indentures
DOBSON COMMS: Defers Payment of Preferred Stock Dividends, Again

E*TRADE ABS: Moody's Junks $5M Securities & $12.5M Pref. Shares
ENRON CORP: Wants Court to Nix Long-Term Revolver Claims
ENVIRONMENTAL TRUST: Case Summary & 20 Largest Unsecured Creditors
EXIDE TECH: Soros Buys $5M Convertible Notes & $15M Sr. Notes
FAIRFAX FINANCIAL: TIG Note Repayment Deferred to June 30, 2006

FEDERAL-MOGUL: Proposes to Settle $183MM of CCR Claims for $29MM
FLEMING COMPANIES: Core-Mark Prepares to Register Stock & Warrants
GARDEN RIDGE: Disclosure Statement Hearing in Wilmington Tomorrow
GRAPHIC PACKAGING: S&P Revises Outlook on Low-B Ratings to Stable
GSAA HOME: Moody's Assigns Ba1 Rating to Class B-4 Certificates

HALIFAX REGIONAL: Moody's Chips $24M Bond Rating to Ba1 from Baa3
HAWAIIAN AIRLINES: Showdown With Pilots in Bankr. Court Tomorrow
HAYES LEMMERZ: Will Discuss 2004 Year-End Financials on April 15
HAYES LEMMERZ: Bares Strategic Actions to Fuel Long-Term Growth
HAYES LEMMERZ: Names Pieter Klinkers as Sales & Marketing VP

HOST MARRIOTT: S&P Holds Low B-Ratings on Cert. Classes F & G
INDEPENDENCE V: Fitch Rates $24.6 Million Preference Shares at BB-
INTEGRATED HEALTH: Florida AG Wants Divestiture Order Enforced
INTEGRATED HEALTH: Del Negro Wants Compliance with Briarwood Deal
INTEGRATED HEALTH: Trust Has Until April 7 to Remove Civil Actions

INTERSTATE BAKERIES: Taps Assessment Tech. as Tax Consultant
IRVING TANNING: Gets Okay to Access $14.5 Mil. of Cash Collateral
JP MORGAN: Fitch Upgrades $7.8 Million Class G to BB-
KAISER ALUMINUM: Asks Court to Approve Erie Property Transfer
KIMBERLY OREGON: Voluntary Chapter 11 Case Summary

KITCHEN ETC: Clear Thinking to Administer Reorganization Plan
KMART CORPORATION: Footstar Wants Retailer Held in Contempt
KMART: Completes Sears Merger, Creating Nation's No. 3 Retailer
LEVITZ: S&P Cuts Ratings to CCC as Competitive Pressures Increase
LIONEL LLC: Has Until January 2006 to File Reorganization Plan

LYNX 2002-I: Moody's Junks $20 Million Class D Floating Rate Notes
MARINER HEALTHCARE: Wants Summary Judgment Against Former Officers
MARTIN WRIGHT: Case Summary & 19 Largest Unsecured Creditors
MIRANT CORP: Revised Plan Projects 60% Recovery for Most Creditors
MIRANT CORP: Asks Court to Approve Consent Decree with EPA et al.

MORGAN STANLEY: Fitch Puts Low-B Ratings on Two $8.4 Mil. Classes
ORANGE COUNTY: Moody's Affirms Ba1 Rating on $7.5M Revenue Bonds
OWENS CORNING: Bankr. Court Will Handle False X-Ray Readings Issue
OXFORD AUTOMOTIVE: Emerges from Chapter 11 Bankruptcy
PACIFIC EQUIPMENT: Case Summary & 4 Largest Unsecured Creditors

PEAK ENTERTAINMENT: Forms Strategic Alliance with Maverick Ent.
PENNSYLVANIA ECONOMIC: Moody's Chips $50M Bond Rating to Ba1
RCN CORPORATION: Look for Annual Report on April 30
REDDY ICE: Launches $152 Million Cash Tender Offer for Sr. Notes
SEA CONTAINERS: Weak Earning Prospects Cue S&P to Revise Outlook

SEMINIS VEGETABLE: Soliciting Consents to Amend Sr. Note Indenture
SEPSAKOS PROPERTIES: Voluntary Chapter 11 Case Summary
SGD HOLDINGS: James & Lisa Gordon Want Chap. 11 Trustee Appointed
SOLUTIA INC: Court Approves Canadian Unit Settlement Agreement
SOUTHWEST COOLING: Case Summary & 20 Largest Unsecured Creditors

SPIEGEL INC: Hires Watson Wyatt to Craft New Employee Equity Plan
SPIEGEL INC: Hires Spencer Stuart to Scout for New Directors
STEPHEN M. HOUSE: Case Summary & 18 Largest Unsecured Creditors
TORCH OFFSHORE: Committee Taps Alvarez & Marsal as Fin'l Advisor
TORCH OFFSHORE: Committee Wants Chapter 11 Trustee Appointed

UAL CORPORATION: Reports $179 Million Operating Loss in February
UAL CORPORATION: Gate Gourmet Holds $2.75 Million Claim
ULTIMATE ELECTRONICS: Closes 30 Retail Stores & Reduces Employees
ULTIMATE ELECTRONICS: Opposes Bid for Appointment of Equity Panel
ULTIMATE ELECTRONICS: Lender Waives DIP Loan Default

USG CORP: FMR Corporation Discloses 12.898% Equity Stake
USG CORPORATION: Wants More Time to Remove State Court Actions
VIVENTIA BIOTECH: Equity Deficit Widens to CDN$21.255M at Dec. 31
VIVENTIA BIOTECH: Borrows $4.6 Million from Chairman Leslie Dan
WEATHERBY FORD: Case Summary & 20 Largest Unsecured Creditors

WEIGHT WATCHERS: S&P Assigns BB Rating to $150 Mil. Term Loan B
WELDON F. STUMP: Four Creditors File Involuntary Petition in Ohio
WHX CORP: Court Restricts Trading in Claims & Equity Securities
WINN-DIXIE: Gets Court OK to Sell Inventory to Eckerd & CVS Realty
WINN-DIXIE: Names Tom Robbins Sr. Vice President - Merchandising

XERIUM TECH: Moody's Rates $750M Senior Secured Debt Rating at B1
XO COMMUNICATIONS: Can't Timely File Annual Report with SEC
YUKOS OIL: Denies Monetary Liability to Rosneft
YUKOS OIL: Inks Stipulation with Deutsche Bank Dismissing Appeal

* Charles J. Sullivan, Esq., Joins Bond, Schoeneck & King
* Peter Briggs Heads Alvarez & Marsal's Operations in Germany

* BOND PRICING: For the week of March 21 - March 25, 2005

                        *********

360NETWORKS: Ill. Resident Class Files Fiber Optic Cable Lawsuit
----------------------------------------------------------------
Madison County residents George and Ruth Schillinger initiated a
class action lawsuit against a Canadian fiber optics network
company, 360 Networks of Vancouver, British Columbia, for
trespassing, the Madison County Record reports.

The suit, filed on the day President Bush signed the Class
Action Fairness Act into law, alleges that the Canadian business
chose to forego time-consuming negotiations with them and other
class members.  Instead, 360 Networks entered into quick
agreements with other companies, such as railroad, pipeline,
energy and other utility companies, and paid them millions to
construct its fiber optic network.  The suit further alleges in
their complaint that the company installed thousands of miles of
telecommunication conduits or fiber optic cable throughout the
United States, including Illinois, in land subject to right-of-
way easements.

Legal experts point out that potential class members consist of
more than 1,000 current and former owners of the right-of-way
land throughout the United States.  The plaintiffs and the
class, who are seeking a declaration that 360 Networks has no
legal rights to exercise dominion and control over their right-
of-way land, allege they have suffered actual damages resulting
from 360 Networks' trespassing, in an amount to be proven at
trial, plus punitive damages for fraud, malice, intentional,
willful or wanton conduct and reckless disregard of their
rights.

The class is represented by:

     Mark Goldenberg, Esq.
     Elizabeth Heller, Esq.
     GOLDENBERG MILLER HELLER & ANTOGNOLI PC
     2227 S. State Route 157
     P.O. Box 959
     Edwardsville, Illinois 62025
     Telephone (618) 656-5150

          - and -

     John Massopust, Esq.
     Daniel Millea, Esq.
     ZELLE, HOFMANN, VOELBEL, MASON & GETTE LLP
     500 Washington Avenue South, Suite 4000
     Minneapolis, Minnesota 55415
     Telephone (612) 339-2020

along with firms from Washington, D.C., Indianapolis, Ind., and
Waltham, Mass.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber
optic communications network products and services worldwide.  The
Company and its 22 debtor-affiliates filed for chapter 11
protection on June 28, 2001 (Bankr. S.D.N.Y. Case No. 01-13721),
obtained confirmation of a plan on October 1, 2002, and emerged
from chapter 11 on November 12, 2002. Alan J. Lipkin, Esq., and
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, represent
the Company before the Bankruptcy Court.  When the Debtors filed
for protection from its creditors, they listed $6,326,000,000 in
assets and $3,597,000,000 in liabilities.  (Class Action Reporter,
March 2, 2005)


360NETWORKS: Sells Long-Haul Assets to Level 3 Communications
-------------------------------------------------------------
360networks has agreed to transfer selected revenue contracts and
a four-fiber, long-term IRU on the Level 3 backbone to Level 3.
The transaction will generate cash for the 360networks, eliminate
a cash-flow negative business, provide network capacity, and
remove selected liabilities.

This strategic transaction will eliminate the Company's exposure
to the volatile, Tier 1, long haul, wholesale market sector.
360networks will concentrate on its western regional network that
reaches the majority of the tier 1, 2 and 3 markets in that
region.

"We have a great opportunity to serve our customers, generate
organic growth and produce strong operating margins in the less
competitive regional market where we have a unique and valuable
network," said Gregory B. Maffei, 360networks Chairman and CEO.
"In addition, we see opportunities to acquire and consolidate
attractive telecom assets in the Western market."

360networks has taken advantage of turmoil in the telecom market
to add synergistic assets at a fraction of their original
construction cost and current replacement value.  Since
restructuring in November 2002, the Company has acquired Group
Telecom, the telecom assets of Dynegy, a majority of the assets
of Touch America (formerly Montana Power), and Corban
Communications.  In November 2004, 360networks completed the sale
of its Canadian operations (including Group Telecom) to Bell
Canada and retired all of its debt.  The Company is currently
undertaking a self-tender for its common stock.

The Company negotiated a comprehensive transaction with
Level 3 that included terminating its IRU liability and
transferring selected customer contracts including a multi-year
supply agreement with T-Systems, Inc.  360networks acquired the
majority of its long-haul assets in 2002 when it purchased
Dynegy's US telecom assets.

"We're very pleased to have executed this transaction," said
Kevin O'Hara, Level 3's president and chief operating officer.
"The assets we are acquiring, including the carrier contract, will
further expand and enhance our long-haul transport business."

"360networks informed us that they were seeking to phase out
their nationwide long-haul network services business in the
U.S.," said Sunit Patel, Level 3's chief financial officer.  "As
such, they no longer had a compelling reason to maintain their
dark fiber agreement with Level 3.  We believe this negotiated
agreement with 360networks, through which Level 3 acquires the
business and an important customer contract, is in the mutual
best interest of all parties."

                 About Level 3 Communications

Level 3 (Nasdaq: LVLT) is an international communications
and information services company.  The company operates one of
the largest Internet backbones in the world, is one of the
largest providers of wholesale dial-up service to ISPs in North
America and is the primary provider of Internet connectivity for
millions of broadband subscribers, through its cable and DSL
partners.  The company offers a wide range of communications
services over its 23,000-mile broadband fiber optic network
including Internet Protocol (IP) services, broadband transport
and infrastructure services, colocation services, and patented
softswitch managed modem and voice services.  Its Web address is
http://www.Level3.com

The company offers information services through its
subsidiaries, Software Spectrum and (i)Structure.  For additional
information, visit their respective Web sites at
http://www.softwarespectrum.comand http://www.i-structure.com

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber
optic communications network products and services worldwide.  The
Company and its 22 debtor-affiliates filed for chapter 11
protection on June 28, 2001 (Bankr. S.D.N.Y. Case No. 01-13721),
obtained confirmation of a plan on October 1, 2002, and emerged
from chapter 11 on November 12, 2002. Alan J. Lipkin, Esq., and
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, represent
the Company before the Bankruptcy Court.  When the Debtors filed
for protection from its creditors, they listed $6,326,000,000 in
assets and $3,597,000,000 in liabilities.  (360 Bankruptcy News,
Issue No. 82; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADB SYSTEMS: Balance Sheet Upside-Down by CDN$1.009M at Dec. 31
---------------------------------------------------------------
ADB Systems International Ltd. (TSX: ADY; OTCBB: ADBYF) disclosed
its interim financial results for the fourth quarter ended
December 31, 2004.

ADB reported revenues of CDN$1.53 million for the quarter, an
increase of more than 70 percent when compared to the CDN$886,000
generated in the third quarter of 2004.  In the fourth quarter of
2003, ADB generated revenues of CDN$1.49 million.  Total revenues
for 2004 were CDN$4.93 million.  Total revenues for 2003 were
CDN$5.85 million.  Revenues were comprised of software license
sales, service fees for software development and implementation,
application hosting, maintenance, support and training, and
transaction fees from on-line activities performed for customers.

"Consistent with our previous guidance, we increased our revenues
by 70 percent over Q3 results, which we believe now puts ADB back
on track," said Jeff Lymburner, CEO of ADB Systems International
Ltd.  "Based on recent customer activities, ongoing cost-
containment activities and the seasonal influx of customer support
fees of approximately CDN$850,000, we are reconfirming our
guidance that we expect to generate positive cash flow from
operations of at least CDN$500,000 in Q1 of 2005 as stated
previously."

ADB recorded a net loss for the period of CDN$773,000 or $0.01 per
basic share.  This compares to a net loss of CDN$1.52 million or
$0.02 per basic share in Q3 and a net loss of CDN$994,000 in Q4 of
2003 or $0.02 per basic share.

As at December 31, 2004, ADB held cash and marketable securities
of $453,000.  Since the close of the quarter, ADB announced that
it raised $575,000 through a private placement with Pinetree
Capital and a group of affiliated investors.

                      Operating Highlights

In addition to its financial performance, the Company achieved a
number of operating achievements in the quarter:

   -- ADB expanded its working relationships with a number of
      customers, including the Healthcare Purchasing Consortium
      who is using ADB's technology for a major on-line purchasing
      initiative.

   -- The Company raised $1.5 million through a number of funding
      arrangements, including a private placement and the issuance
      of convertible notes to a group of private investors.

   -- ADB relocated its corporate headquarters to Toronto,
      enabling the Company to reduce its operational expenses by
      more than $100,000 annually.

                       ADB Systems International Ltd.
                         Consolidated Balance Sheets
                (expressed in thousands of Canadian dollars)
                         (Canadian GAAP, Unaudited)
    ------------------------------------------------------------------------

                                       December 31  December 31  December 31
                                       -------------------------------------
                                          2004         2004         2003
                                       --------------------------------------
                                       (unaudited)  (unaudited)   (audited)
                                                     (in US$)

                                                    translated
                                                    into US$ at
                                                    Cdn$ 1.2034
                                                        for
                                                    convenience

    Cash                                 $     440    $     366    $     432
    Marketable securities                       13           11           13
    Other current assets                     1,743        1,448        1,502
    Other assets                               297          247        1,264
                                       -------------------------------------
    Total assets                         $   2,493      $ 2,072      $ 3,211
                                       -------------------------------------
                                       -------------------------------------

    Current liabilities                  $   1,680      $ 1,396      $ 1,370
    Deferred revenue                           135          112           91
    Other liabilities                        1,684        1,400          721
    Minority interest                            3            2            3
    Total shareholders' equity
     (deficiency)                           (1,009)        (838)       1,026

                                       -------------------------------------
    Total liabilities and shareholders'
     equity (deficiency)                 $   2,493      $ 2,072      $ 3,211
                                       -------------------------------------
                                       -------------------------------------



                       ADB Systems International Ltd.
                    Consolidated Statements of Operations
    (expressed in thousands of Canadian dollars, except per share amounts)
                         (Canadian GAAP, Unaudited)


                        -------------------------- -------------------------
                            Three Months Ended            Year Ended
                        -------------------------- -------------------------
                               December 31                December 31
                        -------------------------- -------------------------
                          2004     2004     2003     2004     2004     2003
                        -------------------------- -------------------------

                               translated                 translated
                               into US$ at                into US$ at
                               Cdn$ 1.2034                Cdn$ 1.2034
                                   for                        for
                               convenience                convenience

    Revenue             $ 1,529  $ 1,271  $ 1,493  $ 4,930  $ 4,097  $ 5,853
                        -------------------------- -------------------------

    General and
     administrative       1,020      848    1,083    4,365    3,627    4,648
    Software development
     and technology
     expense                880      731      727    3,257    2,706    2,817
    Sales and marketing
     costs                  149      124      192      749      622    1,098
                        -------------------------- -------------------------
                          2,049    1,703    2,002    8,371    6,955    8,563
                        -------------------------- -------------------------

    Loss before interest,
     taxes, depreciation,
     amortization and
     employee stock
     options               (520)    (432)    (509)  (3,441)  (2,858) (2,710)
                        -------------------------- -------------------------

    Employee stock options    -        -       60       39       32      193
    Depreciation and
     amortization            94       78      376    1,190      989    1,901
    Interest expense        162      135       51      439      365      289
    Interest income          (3)      (2)      (2)      (6)      (5)      (9)
                        -------------------------- -------------------------
                            253      211      485    1,662    1,381    2,374
                        -------------------------- -------------------------
    Loss before the
     undernoted            (773)    (643)    (994)  (5,103)  (4,239)  (5,084)
                        -------------------------- -------------------------

    Gains/(losses) on
     disposals of capital
     assets and strategic
     investments              -        -        -       (1)      (1)       7
    Gain on settlement
     of demand loan           -        -        -        -        -    2,195
    Retail activities         -        -        -        -        -       67
                        -------------------------- -------------------------
                              -        -        -       (1)      (1)   2,269
                        -------------------------- -------------------------

                        -------------------------- -------------------------
    Net Loss            $  (773) $  (643) $  (994) $(5,104) $(4,240) $(2,815)
                        -------------------------- -------------------------
                        -------------------------- -------------------------
    Basic and diluted
     loss per share     $ (0.01) $ (0.01) $ (0.02) $ (0.08) $ (0.07)   (0.05)
                        -------------------------- -------------------------
                        -------------------------- -------------------------
    Weighted average
     common shares       64,417   64,417   58,546   61,938   61,938   54,324
                        -------------------------- -------------------------

ADB Systems International delivers asset lifecycle management
solutions that help organizations source, manage and sell assets
for maximum value.  ADB works with a growing number of customers
and partners in a variety of sectors including oil and gas,
government, healthcare, manufacturing and financial services.
Current customers include BP, GE Commercial Equipment Financing,
Halliburton Energy Resources, the National Health Service,
permanent TSB, Talisman Energy, and Vesta Insurance.

Through its wholly owned subsidiary, ADB Systems USA, Inc., ADB
owns a 50 percent interest in GE Asset Manager, a joint business
venture with GE.  ADB has offices in Toronto (Canada), Stavanger
(Norway), Tampa (U.S.), Dublin (Ireland), and London (U.K.). The
company's shares trade on both the Toronto Stock Exchange (TSX:
ADY) and the OTC Bulletin Board (OTCBB: ADBYF).

As of December 31, 2004, ADB Systems International posted a
CDN$1,009,000 equity deficit compared to a $1,026,000 positive
equity at December 31, 2003.


AEG INC.: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: AEG, Inc.
        dba Austin Discount Lighting
        9160-D Research Blvd
        Austin, TX 78758

Bankruptcy Case No.: 05-11470

Chapter 11 Petition Date: March 21, 2005

Court: Western District of Texas (Austin)

Judge: Bankruptcy Judge Frank R. Monroe

Debtor's Counsel: John W. Alvis
                  Alvis & Carssow
                  5766 Balcones Drive
                  Suite 201
                  Austin, Texas 78731
                  (Travis & Williamson Cos.)
                  Tel: 512-453-7290
                  Fax: 512-302-0625

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

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sea Gull Lighting             Trade                     $315,939
301 W Washington              debt/judgment
Riverside, NJ 08075

Quorum International          Trade debt                $309,237
201 Railhead Road
Fort Worth, TX 76106
Darrell Brown

Murray Feiss Import           Trade debt                 $141,981
125 Rose Feiss Blvd
Bronx, NY 10454
Jeff Greene

Concord Fans                  Trade debt                $130,000
250 Benjamin Drive
Corona, CA
92879-6508

Monte Carlo Fans              Trade                      $97,046
301 W Washington              debt/judgment
Riverside, NJ 08075


Litex Industries              Trade debt                 $59,418
P O Box 535639
Grand Prairie, TX
75053

Kamary Investments, Ltd.      Rent                       $47,000
811 E. Calton Rd.
Laredo, TX 78041

Designers Fountain            Trade debt                 $45,519
20101 S Santa Fe Ave
Rancho Dominguez,
CA 90221

American Express Bus Fin      Equipment lease            $38,500
c/o Roup &                    liability
Associates
23101 Lake Center Dr
#310
Lake Forest, CA 92630

Savoy House                   Trade debt                 $38,000
P O Box 491750
Lawrenceville, GA
30049

Three G Electric              Trade debt                 $33,732
811 E Carlton Road
Laredo, TX 78041

Advanta Bank Corp             Revolving                  $23,319
PO Box 30715                  business credit
Salt Lake City, UT            line
84130-0715

Angelo/Westinghouse           Trade debt                 $22,000
12401 McNulty Road
Philadelphia, PA
19154-1099

Thomas Industries             Trade debt                 $20,562
10350 Ormsby Park Pl
Ste 601
Louisville, KY 40223

Schonbek                      Trade debt                 $17,906
#61 Industrial Blvd
West
Plattsburgh, NY 12901

Citibusiness Card             Revolving                  $16,781
PO Box 44230                  business line of
Jacksonville, FL              credit
32231-4230

Alfredo Martinez              Accounting services        $15,350
Martinez & Guarneros
PLLC
6423 McPherson #5
Laredo, TX 78041

SATCO                         Trade Debt                 $14,500
1202 Post & Paddock
Grand Priairie, TX
75050

MBNA Platinum Plus            Revolving                  $11,002
PO Box 15463 credit           business line of
Wilmington, DE
19850-5463

Citgo Petroleum Corp          Trade debt                 $10,829
PO Box 923928
Norcross, GA
30010-3928


AEROSTAR EXECUTIVE: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Aerostar Executive Aviation
        dba American Jet San Antonio
        477 Sandau, Hangar B
        San Antonio, TX 78216

Bankruptcy Case No.: 05-51476

Type of Business: The Debtor offers charter services, fleet &
                  contract services, ground transportation and
                  catering services.
                  See: http://www.aerostarexecutive.com/

Chapter 11 Petition Date: March 18, 2005

Court: Western District of Texas (San Antonio)

Judge: Bankruptcy Judge Ronald B. King

Debtor's Counsel: William B. Kingman
                  Law Offices of
                  William B. Kingman, P.C.
                  7801 Broadway, Suite 200,
                  Second Floor
                  San Antonio, Texas 78209
                  (Bexar Co.)
                  Tel: 210-829-1199
                  Fax: 210-821-1114

Total Assets: $1,873,274

Total Debts: $3,010,649

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
GE Capital Corporation        2 aircraft              $1,331,050
Attn: John McMonagle          Value of Security:
44 Old Ridgebury Rd           $1,100,000
Sandy Hook, CT 06482

C.P. Schumann, CPA                                       $21,699
2902 Hillcrest
San Antonio, TX 78201

American Express-Optima                                  $20,761
P.O. Box 360002
Ft. Lauderdale, FL 33336

Cessna Finance Corp           Aircraft (Beec C90,       $617,980
Attn: Dale Hannah             NI39SC, LJ868)
P.O. Box 306                  Value of security:
Wichita, KS 67201             $600,000

Aviation Brokers of San Antonio                          $17,155
P.O. Box 692130
San Antonio, TX 78269

Security Air Park                                        $11,089
477 Sandau C3A
San Antonio, TX 78216

Citi AAdvantage Business                                 $10,318
P.O. Box 6309
The Lakes, NV 88901

SWBYP                                                     $8,257
P.O. Box 630052
Dallas, TX 75263

American Express - Gold                                   $8,251
P.O. Box 650448
Dallas, TX 75265

Quickbooks MasterCARD                                     $7,186
P.O. Box 8013
South Hackensack, NJ 07606

PFCI, Inc.                                                $3,550
710 N. 2nd St., Suite 300N
P.O. Box 8913
Saint Louis, MO 63101

Mastercard                                                  $800
P.O. Box 569100
Dallas, TX 75356

Multi Service                                               $121
P.O. Box 930747
Kansas City, MO 64193

Bexar County Tax A/C          Personal property          Unknown
P.O. Box 839950
San Antonio, TX 78283


Internal Revenue Service                                 Unknown
Special Procedures Staff
STOP 5022 AUS
300 E. 8th Street
Austin, TX 78701


AFFINIA GROUP: Vehicle Group Closes Montreal Manufacturing Plant
----------------------------------------------------------------
The Affinia Under Vehicle Group intends to close its Montreal
manufacturing facility.

"As we continue to review our overall service parts business in
light of today's market conditions, it is clearly necessary to
further reduce our operational costs.  In the case of our brake
pad business, we find ourselves with more manufacturing locations
than we can support.  Regrettably, we have decided to close our
Montreal manufacturing facility", said John R. Washbish, VP and
General Manager of the Affinia Under Vehicle Group.

The Montreal manufacturing facility produces stamped brake pad
backing plates as well as mixes and molds disc pad sets.  The
company will examine available alternatives in respect of the
stamping of backing plates, while disc brake pad molding will be
consolidated into existing remaining manufacturing locations over
the next several months, stated Washbish.  Affinia will offer
employees outplacement support and placement services during the
transition according to Joe Lavarra, VP of manufacturing, Affinia
Under Vehicle Group.

Affinia Group, Inc., is a global supplier of top quality
automotive components for under hood and under vehicle
applications.  The Affinia family of brands includes Wix,
Raybestos, Aimco, Spicer, McQuay-Norris, Beck/Arnley, Nakata, Urba
and Quinton Hazell.  Affinia has operations in 17 countries and
over 13,000 people dedicated to keeping the world's wheels
turning.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2004,
Moody's Investors Service assigned initial ratings to the
acquisition financing of the Cypress Group's purchase of the
Automotive Aftermarket Group from Dana Corporation.  The business
was renamed Affinia Group Inc.

The senior implied rating will be B2, which will also be applied
to the $300 million seven-year, senior secured, first lien term
loan and the $125 million six-year, first lien revolving credit
facility.

A Caa1 rating has been assigned to the $300 million senior
subordinated notes due in 2014 to reflect their junior status in
the capital structure.

These ratings have been assigned:

   * Senior Implied B2
   * $125 million first lien revolver B2
   * $300 million first lien term loan B2
   * $300 million senior subordinated notes Caa1
   * Issuer B3

The subordinated notes will be issued in accordance with Rule 144A
of the Securities Act.  In addition to the above facilities,
Affinia will have a $125 million accounts receivable
securitization facility committed for five years at the closing of
the acquisition.  Approximately $100 million is anticipated to be
utilized under the securitization facility at the close of the
transaction.

As reported in the Troubled Company Reporter on Nov. 4, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Toledo, Ohio-based Affinia Group Inc.  At the
same time, a 'BB-' senior secured bank loan rating and a '3'
recovery rating were assigned to the company's proposed
$425 million first-lien secured bank facility, indicating the
expectation of a meaningful recovery of principal (50%-80%) in the
event of a default.  In addition, Standard & Poor's assigned a 'B'
rating to the company's $300 million senior subordinated notes,
due 2014, to be issued in accordance with SEC Rule 144A with
registrations rights.  The outlook is stable.


AGRIBIOTECH: Former CEO Files for Chapter 11 Protection
-------------------------------------------------------
Richard P. Budd, the former chairman and CEO of AgriBioTech, Inc.,
filed for Chapter 11 bankruptcy protection after the U.S.
Bankruptcy Court for the District of Nevada entered a $14.87
million judgment against him in the company's chapter 11
proceedings.

ABT Creditor Trustee Anthony Schnelling, the plaintiff in the
case, proved that former CEO Budd received a preferential loan
repayment of more than $10 million in June 1999, as ABT slid
deeper into financial trouble.  Mr. Budd was paid in full, but ABT
filed for bankruptcy less than a year later, leaving hundreds of
farmers in Idaho, Washington and Oregon, as well as other
creditors, with more $60 million in unpaid debts.

Mr. Budd delivered a chapter 11 petition to the U.S. Bankruptcy
Court for the Middle District of North Carolina (Case No. 05-
50625) on March 4, 2005.  Mr. Budd estimates that there will be
assets available for distribution to his unsecured creditors.  Mr.
Budd is represented in his personal bankruptcy case by:

          Walter W. Pitt, Jr., Esq.
          Bell, David & Pitt, P.A.
          Post Office Box 21029
          Winston-Salem, North Carolina 27120-1029
          Telephone (336) 722-3700

ABT was a leading turf grass seed and forage seed supplier before
filing for bankruptcy protection in January 2000, in one of the
largest agricultural bankruptcies in U.S. history.  The Court
approved ABT's reorganization plan in 2001, appointing nationally
recognized turnaround expert Anthony Schnelling to pursue claims
for the benefit of creditors.


ALLIED PRINTING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Allied Printing & Mailing, Inc.
        P.O. Box 142708
        Austin, TX 78714

Bankruptcy Case No.: 05-11407

Type of Business: The Debtor offers complete union printing and
                  direct mail services.

Chapter 11 Petition Date: March 18, 2005

Court: Western District of Texas (Austin)

Judge: Bankruptcy Judge Frank R. Monroe

Debtor's Counsel: Joseph D. Martinec
                  Martinec, Winn, Vickers & McElroy, P.C.
                  919 Congress Avenue, Suite. 1500
                  Austin, TX 78701
                  Tel: (512)476-0750
                  Fax: (512)476-0753

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

Estimated debts: $500,000 to $10,000,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                              Claim Amount
------                                              ------------
Kelly, Tom                                              $140,000
1322 Lost Creek Blvd.
Austin, TX 78746

OK Paper Company                                         $46,050
9715 Burnet Road Ste. 250
Austin, TX 78758

Thompson Supply Inc.                                     $27,729
P.O. Box 15604
Austin, TX 78761

PaperTech                                                $20,850

Wells Fargo Credit card                                  $20,135

Arvco (Rent)                                             $19,906

American Litho                                           $15,657

Wells Fargo Credit Card                                  $13,030

Wells Fargo Credit Card                                  $12,903

Wells Fargo Credit Card                                  $11,980

Pitman                                                    $9,466

Print Equip                                               $8,931

Faske Lay & Co. LLP                                       $7,715

Western Paper                                             $6,952

Sam's Club                                                $4,568

J and L Capital Resources                                 $4,500

Bright Truck Leasing                                      $4,339

Post-Edge                                                 $4,173

Shell                                                     $2,830

Ingersoll                                                 $2,145


ALOHA AIRLINES: Secures Court Approval of $65 Million DIP Facility
------------------------------------------------------------------
Aloha Airgroup, Inc. and its principal operating subsidiary, Aloha
Airlines, Inc., secured U.S. Bankruptcy Court approval on Thursday
evening for $65 million in financing to pay off outstanding loans
and supply working capital.

Following a continued hearing for the financing, the Court
approved an interim financing agreement to provide Aloha with a
debtor-in possession (DIP) revolving credit facility of up to $65
million.

"This agreement enables Aloha to meet our financial objectives,
which includes paying off the ATSB loan and our commercial bank
loans, and provides us with the working capital to implement our
financial restructuring and go-forward business plan for a quick
exit from bankruptcy protection," said David A. Banmiller, Aloha's
president and chief executive officer.

"With the DIP loan and an anticipated $60 million in annual cost
savings, Aloha will be well-positioned to meet its financial
obligations and pursue a successful reorganization that benefits
its employees, customers and business partners."

As reported in the Troubled Company Reporter on Mar, 24, 2005,
Ableco Finance LLC and Goldman Sachs Credit Partners LP are the
new lenders.

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.


AMERICAN HOMEPATIENT: Dec. 31 Balance Sheet Upside-Down by $20.7M
-----------------------------------------------------------------
American HomePatient, Inc. (OTCBB:AHOM) reported net income of
$8.2 million and revenues of $84.2 million for the fourth quarter
ended December 31, 2004.  For the year ended December 31, 2004,
the Company reported net income of $13.2 million and revenues of
$335.8 million.

The Company's revenues of $84.2 million for the fourth quarter of
2004 represent a decrease of $2.7 million, or 3.1%, from the
fourth quarter of 2003.  The Company's revenues of $335.8 million
for the year ended December 31, 2004 represent a decrease of $0.4
million, or 0.1%, from the prior year.  Revenues in the current
quarter and year were reduced by approximately $1.8 million, or
2.1%, and $7.4 million, or 2.2%, respectively, as a result of an
approximate 15.8% reduction in the Medicare reimbursement rates
for inhalation drugs effective January 1, 2004.  The sale of
inhalation drugs comprised approximately 12% of the Company's
total revenues for the fourth quarter and twelve months ended
December 31, 2004.

The Company's net income of $8.2 million for the fourth quarter of
2004 compares to net income of $4.7 million for the fourth quarter
of 2003 representing an increase of $3.5 million, or 74%.  This
improvement is primarily attributable to reduced operating
expenses.  Operating expenses decreased by approximately
$5.5 million in the fourth quarter of 2004 compared to the fourth
quarter of 2003 and decreased by approximately $9.9 million for
the current year compared to the prior year.  These decreases are
primarily the result of the Company's initiatives to improve
productivity and reduce personnel costs in its operating centers
and billing centers.  Also contributing to lower operating
expenses in 2004 was the closure and consolidation of three of the
Company's billing centers in 2004 and the full year impact of the
closure and consolidation of eight billing centers in 2003.

The Company's net income of $13.2 million for the year ended
December 31, 2004 compares to net income of $14.0 million, or
$0.74 per share, for the same period of 2003.  Net income for the
year ended December 31, 2003 excluded approximately $10.0 million
in non-default interest expense prior to the Company's emergence
from bankruptcy protection on July 1, 2003.  Net income for the
year ended December 31, 2003 included approximately $4.1 million
of reorganization items compared to $0.7 million for the same
period of 2004.

Earnings before interest, taxes, depreciation, and amortization
(EBITDA) is a non-GAAP financial measurement that is calculated as
net income excluding interest, taxes, depreciation and
amortization.  EBITDA for the fourth quarter of 2004 and for the
fourth quarter of 2003 was $19.3 million and $15.8 million,
respectively.  For the fourth quarter of 2004, adjusted EBITDA
(calculated as EBITDA excluding reorganization items) was $19.4
million or 23.0% of revenues. For the fourth quarter of 2003,
adjusted EBITDA was $16.2 million or 18.6% of revenues.  EBITDA
for year ended December 31, 2004 and for year ended December 31,
2003 was $58.5 million and $47.1 million, respectively.  For the
current year, adjusted EBITDA was $59.2 million or 17.6% or
revenues. For the prior year, adjusted EBITDA was $51.2 million or
15.2% of revenues.

American HomePatient, Inc., is one of the nation's largest home
health care providers with 276 centers in 35 states.  Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home.  American HomePatient, Inc.'s common
stock is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM or AHOM.OB.

At Dec. 31, 2004, American HomePatient's balance sheet showed a
$20,729,000 stockholders' deficit, compared to a $34,249,000
deficit at Dec. 31, 2003.


AMES DEPARTMENT: Employs Deloitte Tax as Tax Advisors
-----------------------------------------------------
Ames Department Stores sought and obtained the U.S. Bankruptcy
Court for the Southern District of New York's authority to employ
Deloitte Tax LLP to provide certain tax services in their Chapter
11 cases, effective August 22, 2004.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, relates that on May 10, 2002, the Debtors employed
Deloitte & Touche LLP to provide:

   (a) tax compliance and reporting services;

   (b) services in connection with the Internal Revenue Service's
       audit of the Debtors' refund claim related to Section 382
       of the Internal Revenue Code for certain of the Debtors'
       subsidiaries for the fiscal years ended January 28, 1995,
       and February 3, 1996; and

   (c) preparation of the Debtors' tax returns and other tax
       services.

To align its organizational structure, Deloitte & Touche recently
reorganized some of its business units, including the business
unit providing tax services to its clients.

Starting August 22, 2004, Deloitte Tax began providing tax
services to Deloitte & Touche's clients, including the Debtors.
While the Debtors' Tax Services engagement team has remained
largely unchanged, certain members of the team have become
personnel of Deloitte Tax as a result of the reorganization.

The Debtors will retain the same terms and conditions they set
with Deloitte & Touche, with the exception of certain fee
provisions.  Based on a decrease in the amount of tax services
required at these stages of their Chapter 11 cases, the Debtors
will reduce Deloitte Tax's fees:

   (a) Tax compliance services performed from August 1, 2004,
       through January 31, 2005, will be compensated at a fixed
       rate of $2,000 per month;

   (b) Tax return services pertaining to the preparation of the
       Debtors' income tax returns for the fiscal year ended
       January 30, 2005, will be provided by Deloitte Tax at a
       flat rate of $200 per hour; and

   (c) All tax compliance services performed for the period
       February 1 to June 31, 2005, will be provided at a flat
       rate of $200 per hour.  However, the Tax Compliance
       Services performed for the Debtors in connection with the
       establishment of a liquidating trust, as contemplated in
       the Debtors' proposed Chapter 11 Plan dated December 6,
       2004, will be provided at a flat rate of $300 per hour.

The terms of Deloitte Tax's expense reimbursement will remain
unchanged.  Deloitte Tax will continue to maintain reasonably
detailed records of any costs and expenses incurred.

The Debtors believe the Deloitte Tax's services are necessary for
them to carry out their statutory duties under Section 960 of the
Judicial Procedures Code.

John N. Evans, a member of Deloitte Tax, tells the Court that the
firm's connections with the Debtors are no different than
Deloitte & Touche's connections with the Debtors.  Mr. Evans
attests that the partners, principals, directors, and employees
of the firm who have been providing or are anticipated to provide
the Tax Services do not:

   (i) hold or represent any interest adverse to the Debtors or
       their estates; and

  (ii) have any connection with the Debtors, their professionals,
       their creditors, or any other party-in-interest.

Mr. Evans assures the Court that Deloitte Tax is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.

Ames Department Stores filed for chapter 11 protection on
August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
64; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARTHUR D. LITTLE: Settles Fraudulent Billing Claims for $6.5 Mil.
-----------------------------------------------------------------
ARTHUR D. LITTLE, now known in its Chapter 11 proceedings as
Dehon, Inc., has agreed to allow the United States' claim for $6.5
million to resolve civil claims arising out of ARTHUR D. LITTLE's
fraudulent billings to the United States by inflating its indirect
costs and overhead charges on various government contracts.
United States Attorney Michael J. Sullivan says the settlement
agreement was approved by a U.S. Bankruptcy Judge on March 15,
2005.

In its civil claim, the United States alleged that ADL caused
false and inflated claims to be submitted to the United States
pursuant to its government contracts by using a rate based upon
ADL's higher overhead and costs for its commercial lines of work,
as compared to its government work.  ADL's domestic business
focused primarily on two distinct types of activities: high level
management consulting for commercial clients almost exclusively,
and research, development, and scientific testing activities for
either commercial clients or government agencies.  Much of the
work performed for the government was performed pursuant to
government contracts which compensated ADL on a "cost-plus fixed
fee" basis, i.e., ADL was paid for its costs in performing the
contract plus an agreed upon fee.  Pursuant to the terms of
such contracts and Federal Regulations, ADL was only permitted to
charge the government for its costs expended in carrying out the
government contracts, including any indirect costs such as
overhead that was properly and reasonably allocable to such
contracts.  ADL in fact charged the United States for costs
it incurred in performing its commercial work, and which were not
reasonably allocable to the government contracts.

ADL reported inflated indirect and overhead charges to the
government by incorrectly pooling its government and commercial
costs for government charging purposes. Federal regulations and
applicable accounting standards require that government
contractors segregate their indirect and overhead costs when they
are not the same for government and other work.  Federal law
prohibits a contractor from charging the government for costs that
solely benefit the contractor's commercial business.  Thus it is
improper to charge the government either directly or indirectly
for costs that are specifically identified with commercial cost
objectives, as ADL did here.

The settlement was negotiated by Assistant U.S. Attorney Sara
Miron Bloom in Sullivan's Civil Division and was investigated by
the Defense Criminal Investigative Service, the Environmental
Protection Agency's Office of Inspector General, the Department of
Transportation's Office of Inspector General, the U.S. Army
Criminal Investigative Demand and the Federal Bureau of
Investigation, with the assistance of the Defense Contract
Auditing Agency.

Arthur D. Little, nka Dehon, Inc. -- http://www.adl.com/-- the
world's first management and technology consulting firm, works at
the interface of business and the technologies that drive
innovation and growth. Drawing on its unique blend of knowledge
and hands-on experience with a broad range of industries
worldwide, the firm collaborates with its clients to achieve
breakthroughs in practices, products, and processes that lead to
dramatic growth and the creation of new value. Company milestones
include the invention and commercialization of fiberglass, the
patent for the first synthetic penicillin, the design and
development of key experiments for NASA's first mission to the
moon, and the creation of a non-toxic, non-hazardous decontaminant
foam that neutralizes chemical and biological warfare agents.
Arthur D. Little has more than 2,000 employees in 30 countries
worldwide.  Arthur D. Little, Inc., and its debtor-affiliates
filed for chapter 11 protection on Feb. 5, 2002 (Bankr. D. Del.
Case No. 02-10348), reporting assets and liabilities between $50
million and $100 million.  David M. Fournier, Esq., at Pepper
Hamilton LLP, and Daniel M. Glosband, Esq., represent the Debtors.


ATA AIRLINES: Court OKs Chicago Xpress Key Employee Retention Plan
------------------------------------------------------------------
ATA Airlines and its debtor-affiliates sought and obtained the
U.S. Bankruptcy Court for the Southern District of Indiana's
authority to implement a key employee retention plan for certain
employees of Chicago Express Airlines, Inc.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the Debtors have identified certain Chicago
Express employees that they believe are necessary to:

   -- preserve the going concern value, specifically the
      effectiveness of the Air Carrier Certificate and Fitness
      Authority to a possible buyer of the Chicago Express
      business approved by the Federal Aviation Authority; and

   -- effect an orderly close of the business affairs of Chicago
      Express after a sale; and

   -- wind down Chicago Express' business affairs so as to
      maximize return to creditors.

The currently scheduled termination dates for Chicago Express'
key employees is April 3, 2005.  Without immediate action to
offer incentives to the Key Employees to remain with Chicago
Express, Ms. Hall points out that the employees may accept other
employment offers and may result in significant loss of value to
the Debtors' estates and their creditors.

Pursuant to the Retention Plan, each Key Employee that accepts
the offer to remain employed through that Employee's identified
termination date, and remains so employed, will receive Retention
Incentive Payments payable in full at the conclusion of the last
day of employment.  The Key Employee will be required to execute
and deliver a waiver and release.  Any Key Employee terminated
for cause during the Retention Period will not earn the Retention
Payment.

If a Sale is effected and the services of the Employee are no
longer necessary to the estates under the terms of the Sale, that
Employee may be terminated on two weeks' written notice and the
Retention Payment will be paid on the noticed date of
termination.  If any Employee leaves voluntarily prior to the
identified termination date without receiving a notice of
termination, that Employee will not be entitled to receive the
Retention Payment.

The maximum cost to the estates for the Retention Plan is
$214,142.

The Chicago Express employees that the Debtors want to retain
include:

   * The President of Chicago Express;

   * The Director of Safety;

   * The Director of Operations;

   * The Director of Maintenance;

   * The Chief Pilot;

   * The Chief Inspector;

   * Certain Administrative Employees to effect an orderly
     transfer and wind down of accounting and other business
     functions like payroll, accounts payable, insurance,
     contract termination, and record keeping; and

   * Certain Employees to manage the closure of passenger and
     aircraft maintenance stations and to liquidate rotable and
     expendable inventories not transferred under a Sale

Ms. Hall asserts that each of the Employees identified is
necessary to effect the best return of value to creditors from
the disposition of Chicago Express.  The Debtors have set
termination dates for each Employee based on the minimum duration
needed to maximize value, and have determined Retention Payments
consistent with the minimum necessary to encourage continued
employment.

The Debtors will not disclose the identity of the Key Employees
and their retention payments and further details of the Retention
Plan to the public.  The Debtors will provide copies of the
Retention Plan to the U.S. Trustee, counsels for Southwest
Airlines Co., the DIP lender, the Official Committee of Unsecured
Creditors and the ATSB, or to other parties, subject to
confidentiality restrictions.  Ms. Hall explains that full
disclosure of the Retention Plan would be detrimental to the
morale of the Debtors' employees, not all of which were
considered in the Retention Plan.

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: Malek Proposes Chicago Express 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 No. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AUTOCAM CORP: S&P Junks $140 Million Unsecured Senior Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Autocam Corp. to 'B' from 'B+'.  At the same time,
Standard & Poor's lowered its rating on Autocam's $166 million
senior secured credit facilities to 'B' and its rating on
Autocam's $140 million unsecured senior subordinated notes, due
2014, to 'CCC+'.

Kentwood, Michigan-based Autocam, a designer and manufacturer of
high-volume, precision-machined specialty metal alloy components
for high-technology automotive applications, had $289 million of
total balance sheet debt at Dec. 31, 2004.  The outlook is
negative.

"The rating actions reflect Standard & Poor's view that
Autocam's aggressive leverage and marginal credit measures,
which are weak relative to expectations, increases the
company's vulnerability to negative surprises in the currently
unstable industry environment for automotive suppliers," said
Standard & Poor's credit analyst Nancy Messer.

Autocam plans to seek an amendment to its senior secured credit
facility, relaxing financial covenants, reducing near-term
amortization payments, and enabling the company to raise
incremental term loans to reduce revolving credit facility
borrowings.  Although these measures somewhat improve the
company's liquidity position, covenants remain tight through 2005.
Debt levels at year-end 2004 are higher than expected by about
$37 million, because of various factors including the weak U.S.
dollar relative to the euro, EBITDA weakness, a small acquisition,
increased working capital requirements, and incremental capital
spending to support new business wins.  Manufacturing
inefficiencies in the European operations and high steel costs
impaired the generation of free cash flow.  Revenue pressures have
continued in 2005 with recently announced original equipment
manufacturer (OEM) production volume cuts, in both the U.S. and
Europe, continuing high material costs, and persistent pricing
pressures.

The ratings on Autocam reflect the company's very aggressive
leverage and well-below-average business profile.  High financial
risk results from the company's very aggressive leverage and weak
cash flow protection.  The company's lack of meaningful near-term
free cash flow generation constrains improvement to the capital
structure through debt reduction.  These risks are mitigated by
the company's solid position in the markets it serves and focus on
markets having growth potential.

In the automotive sector (97% of sales), specifically, Autocam
produces highly-engineered components for power-steering systems,
fuel injectors, electric motors, airbags, and brakes.  The
privately held company is controlled by its owners, GS Capital
Partners 2000 LP, Transportation Resource Partners LP, and
Autocam's president, John Kennedy.

Standard & Poor's expects that Autocam's balance sheet will remain
highly leveraged and credit protection measures will remain weak
for the next two years.  The company should benefit in the
intermediate term from ongoing restructuring of its European
operations and new business wins.  However, negative near-term
industry fundamentals are expected to constrain meaningful
improvement in cash flow generation and the company's financial
profile before 2007.  The ratings could be lowered if market
conditions worsen or Autocam's liquidity position deteriorates.


BALL CORPORATION: Moody's Upgrades $1.85 Billion Debt Ratings
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings for Ball
Corporation, which previously had a positive ratings outlook,
reflecting the company's strong performance and sound financial
metrics exhibited and sustained since the closing of its largest
acquisition to date of Schmalbach-Lubecca for approximately
$900 million in December 2002.

The upgrades express the expectation of further incremental
improvements in Ball's consolidated results likely being fueled by
efficiency gains, moderately sized business combinations that are
accretive to cash flow, and steady yet modest volume gains.  The
ratings also reflect the steady improvement in profitability
metrics as consolidated EBIT margins have improved to roughly 10%
by fiscal year end December 31, 2004, which is good relative to
its rated peers.  Coverage of interest expense also strengthened
during the period with EBITDA less capital expenditures coverage
at over 5 times.

While recognizing the benefits of Ball's scale, business, and
geographic diversification, rising metal and resin costs with
challenges passing those increases through to customers without
material lag time (specifically concerning in the North American
Metal Food business which is close to 15% of consolidated revenue)
limit the ratings.  Also constraining the ratings is Ball's heavy
concentration in one substrate, metal (aluminum and steel), which
accounts for roughly 80% of top and bottom line financial
contribution.  Moreover after giving consideration to the sizable
amount of expected cash dividends and discretionary share
repurchases anticipated throughout the intermediate term plus any
modest funding of pensions liabilities, Ball's retained cash flow
(after working capital changes, capital expenditures, and
dividends) relative to total funded debt (including outstanding
securitizations) is likely to be low for the ratings categories at
roughly 10% on a run-rate basis before share repurchases.

Moody's upgraded these ratings:

   * approximately $1 billion senior secured multi currency credit
     facility to Ba1 from Ba2

   * $550 million guaranteed senior unsecured 6.875% notes, due
     2012, to Ba2 from Ba3

   * $300 million guaranteed senior unsecured 7.75% notes, due
     2006, to Ba2 from Ba3

   * Senior implied rating to Ba1 from Ba2

   * Senior unsecured issuer rating (non-guaranteed exposure at
     Ball, a holding company) affirmed at Ba3

The ratings outlook is stable.

In Moody's opinion, Ball's liquidity profile is expected to remain
very good as cash flow generated by operations should finance
working capital and non-extraordinary capital expenditures
throughout the near term.  Average cash on hand, expected to be
consistent with 2004 at roughly $190 million, plus approximately
$400 million of average effective availability under the committed
$450 combined revolvers should be ample to satisfy mandatory
approximately $80 million of debt maturities during 2005.

Additional liquidity is provided by availability under the
$200 million receivables securitization program (approximately
$25 million available at the fiscal year ended December 31, 2004).
The bond maturity in 2006 is not expected to present a credit
concern.  The absence of encumbrance for the majority of Ball's
assets provides alternate liquidity from the potential sale of
certain of its discrete businesses without material erosion in
enterprise value.

The stable ratings outlook reflects tolerance for moderate
fluctuations in credit statistics before triggering a change in
the outlook.  The ratings outlook could be revised to positive
during the near term should Ball's performance on a segment basis
exceed expectations while its growth strategy is executed (mainly
organic, but some opportunistic purchases likely) without
resulting in overly aggressive financial policies, and the
prospects for its industry fundamentals are good.  Absent event
risk, to date there is no foreseen expectation of the outlook
moving to negative.  However, material and sustained reduction in
retained cash flow as a percentage of total funded debt to below
10% could result in downward pressure.

Additionally, the continuation of large cash stock repurchases
(the company publicly announced approximately $150 million for
fiscal 2005) could further strain cash flow available for debt
service and potentially cause a negative change in the ratings.

Ball's approximately $1 billion credit facility (secured by stock
pledges) is rated Ba1, which is at the senior implied rating, as
it represents the preponderance of total debt at roughly 60% and
there are obligations with secured claims on assets in the capital
structure (e.g. a relatively modest amount of capital leases and
receivables securitizations).

The Ba2 rating for the senior unsecured notes reflects effective
subordination to the sizable amount of secured debt in the capital
structure and gives consideration to the significant amount of
trade payables, accrued expenses, and underfunded pension
liabilities (the latter contains a substantial amount of German
pension liabilities, which are by law "pay as you go").

Headquartered in Broomfield, Colorado, Ball Corporation, a holding
company, through its subsidiaries is a manufacturer of metal and
plastic packaging, primarily for beverages and foods, and a
supplier of aerospace and other technologies and services to
commercial and government customers.  Revenue for the last twelve
months ended December 31, 2004 was approximately $5.4 billion.


BALLY TOTAL: Hires Turnaround Expert Carl J. Landeck as New CFO
---------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT), North
America's leader in health and fitness products and services,
appointed finance veteran Carl Landeck as its new Chief Financial
Officer, effective March 28, 2005.

"The hiring of a new CFO is an important step in restoring
investor confidence in Bally's financial statements," said Paul
Toback, Chairman and Chief Executive Officer of Bally Total
Fitness. "I have every confidence that Carl will be an excellent
addition to the executive team, as he brings a wealth of
management and financial turnaround experience and possesses the
leadership skills necessary to help us chart our future on a sound
financial basis."

Mr. Landeck, a Certified Public Accountant, has served as the CFO
of both publicly traded and privately held companies over the past
ten years and in various senior financial roles spanning nearly
two decades. Throughout his career, Mr. Landeck has demonstrated
an ability to restore credibility and integrity to accounting and
finance functions at companies where there have been inherited
deficiencies. He also brings a strong reputation for integrity and
accomplishment within the banking and lending communities.

                  Comes to Bally from Levitz

He most recently served as Chief Financial and Administrative
Officer at Levitz Home Furnishings, Inc., one of the nation's
largest home furnishings retailers and parent company to both
Levitz and Seaman Furniture. At Levitz Home Furnishings, Mr.
Landeck was instrumental in developing and ensuring the financial
integrity of the business, establishing an effective control
environment and building the organizational infrastructure
necessary to efficiently and effectively support the
revitalization of the company's operations.

Before joining Levitz Home Furnishings, Mr. Landeck served as
Chief Financial Officer of Cablevision Electronics Investments, a
wholly owned subsidiary of Cablevision Systems Corporation (NYSE:
CVC), where he focused on the company's successful acquisition and
re-positioning of assets from Nobody Beats the Wiz, one of the
largest regional retailers of consumer electronics goods during
the 1990's. He was previously Vice President of Finance and Chief
Accounting & Financial Officer at Herman's Sporting Goods,
Incorporated.  Mr. Landeck's diverse experience also includes
implementing restructuring plans and extensive development of
financial technology.

Commenting on his new roles and responsibilities, Carl Landeck
said, "I'm very impressed with the actions this new management
team is taking in executing the turnaround plan for Bally. I
appreciate Paul's confidence in me and look forward to helping him
restore credibility and financial integrity to the business. I'm
excited to join them at this important time as we work together to
maximize the Company's full potential."

Mr. Landeck replaces Bill Fanelli who has served as acting CFO
since April 2004. Mr. Fanelli will transition to the newly created
position of Senior Vice President of Planning and Development
where he will leverage his more than twelve years of experience at
Bally in overseeing critical areas of the business, including
strategic business planning, information technology, real estate,
construction and franchising.

                     About Bally Total Fitness

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada(R) brands. With an
estimated 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Rating Services lowered its ratings on Bally
Total Fitness Holding Corporation, including lowering the
corporate credit rating to 'CCC+' from 'B-'.

At the same time, Standard & Poor's changed its outlook on the
ratings to negative from developing.  Total debt outstanding at
Sept. 30, 2004, was $747.7 million.

"The rating actions are based on the potential for further delays
in the filing of financial statements and on related
uncertainties, in light of Bally's Audit Committee's recent
findings," said Standard & Poor's credit analyst Andy Liu.


BALLY TOTAL: Names Katherine Abbott as New V.P. & Treasurer
-----------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT) appointed
Katherine L. Abbott to the position of Vice President and
Treasurer, effective immediately.

"Kathy's financial and operational expertise, and previous
treasury experience make her a great asset to Bally's revamped
Finance Department," said Paul Toback, Chief Executive Officer of
Bally. "We are pleased to have Kathy as Treasurer and look forward
to her playing a significant role in the Company's continued
turnaround efforts."

In her new position, Ms. Abbott will report to Chief Financial
Officer Carl Landeck and have direct responsibility for Bally
Total Fitness's treasury operations. She will also oversee the
company's investor relations.

        Comes to Bally From J.P. Morgan and Budget Group

Prior to joining Bally Total Fitness, Ms. Abbott was a Vice
President of the Restructuring Group for J.P. Morgan Securities,
Inc.  She previously served as Vice President and Treasurer for
Budget Group Inc., a global car and truck rental company with
revenues of over $2 billion. Ms. Abbott has also served in key
positions at Credit Agricole Indosuez and the Container
Corporation of America, where she served as the company's
assistant treasurer. She holds a B.S. degree in Business from
Indiana University and an M.B.A. from the University of Chicago.

                   About Bally Total Fitness

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada(R) brands. With an
estimated 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Rating Services lowered its ratings on Bally
Total Fitness Holding Corporation, including lowering the
corporate credit rating to 'CCC+' from 'B-'.

At the same time, Standard & Poor's changed its outlook on the
ratings to negative from developing.  Total debt outstanding at
Sept. 30, 2004, was $747.7 million.

"The rating actions are based on the potential for further delays
in the filing of financial statements and on related
uncertainties, in light of Bally's Audit Committee's recent
findings," said Standard & Poor's credit analyst Andy Liu.


BELLAIRE GENERAL: Files Schedules of Assets & Liabilities in Texas
------------------------------------------------------------------
Bellaire General Hospital, L.P., filed its Schedules of Assets and
Liabilities with the U.S. Bankruptcy Court for the Southern
District of Texas, disclosing:

   Name of Schedule         Assets       Liabilities
   ----------------         ------       -----------
A. Real Property          $ 4,385,090
B. Personal Property        6,448,466
C. Property Claimed
   as Exempt
D. Creditors Holding                     $13,064,432
   Secured Claims
E. Creditors Holding                         863,796
   Unsecured Priority
   Claims
F. Creditors Holding                       5,789,235
   Unsecured Nonpriority
   Claims
                          -----------    -----------
   Total                  $10,833,556    $19,717,464

Headquartered in Houston, Texas, Bellaire General Hospital, L.P.
-- http://www.bellairemedicalcenter.com/-- operates a hospital.
The Company filed for chapter 11 protection on January 3, 2005
(Bankr. D. Tex. Case No. 05-30089).   Daniel F. Patchin, Esq., at
McClain, Leppert & Maney, P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


BETHLEHEM STEEL: Update on Adversary Cases v. 3,180 Creditors
-------------------------------------------------------------
As reported in the Troubled Company Reporter on June 4, 2004,
within 90 days before its bankruptcy petition date, Bethlehem
Steel Corporation and its debtor-affiliates made certain transfers
to or for the benefit of 3,180 creditors.  The 47-largest of the
3,180 creditors are:

     Creditor                              Amount
     --------                              ------
     Atlantska Plovidba                  $192,479
     Brad Foote Gear Works, Inc.           52,672
     Brandes Broker Limited             1,313,339
     Chicago Flame Hardening Co.           12,122
     Interamerican Zinc, Inc.             106,255
     Maryland Clean Water Fund             12,500
     Matlack, Inc.                         16,791
     MFV, Ltd.                             13,697
     Microbac Laboratories, Inc.           21,446
     Mictec, Inc.                          11,010
     Mineracoes Brasileiras Reunidas SA    13,419
     Penn Detroit Diesel Allison           32,495
     Paling Transporter, Ltd.               9,090
     Porter Wright Morris & Arthur, LLP    55,822
     Rictou International                  10,000
     Signode Coilmaster                    10,388
     Simplex Time Recorder Co.             48,852
     Southeastern Metal Processing         19,845
     St Lawrence                           99,235
     Standard Steel - FFC                  17,220
     State of Maryland - SIF               54,143
     Steel Dispatch, Inc.                  12,034
     Stekel, Inc.                          75,309
     Swift Transportation Co., Inc.        29,095
     Systran Financial Services Corp.      56,317
     Steel Transport, Inc.                219,054
     STL - Pittsburgh Severn Trent Lab.   127,619
     Svedala Industries, Inc.              34,759
     Squire Sanders & Dempsey, LLP        113,848
     T.C. Graham Associates               417,072
     Thermo ARL U.S., LLC                  13,131
     Tom Peace                             19,500
     Tradesmen Corporation                 35,436
     Transportation & Equipment Division   92,785
     Transport Carriers, Inc.              56,317
     United Air Specialists, Inc.          34,044
     United Van Lines, Inc.                23,043
     Unimold                               30,168
     United Bulk Carriers International   480,880
     U.S. Bank National Association         1,354
     USe Data                              33,496
     USX Engineers & Consultants, Inc.     12,745
     VDA                                   11,500
     Venable Baetjer & Howard, LLP        138,858
     Villa Julie College                    5,375
     Vitalsi                               90,825
     3D Inspection, Inc.                   13,820

Ian J. Gazes, Esq., at Gazes & Associates, LLP, in New York,
relates that the transfers were on account of antecedent debts the
Debtors owed to or for the benefit of the creditors before the
Petition Date.  Mr. Gazes relates that the Debtors were insolvent
during that time.

The Debtors asked the U.S. Bankruptcy Court for the Southern
District of New York for a judgment:

   (1) pursuant to Section 547(b), avoiding the Avoidable
       Transfers;

   (2) pursuant to Section 550(a), directing the creditors to pay
       to the estate an amount to be determined at trial that is
       not less than the Transfers, plus interest and costs; and

   (3) pursuant to Section 502(d), disallowing any claim filed by
       the creditors against the Debtors.

                 A.M. Castle Wants Case Dismissed

A.M. Castle & Co. asks Judge Lifland to dismiss the adversary
proceeding the Debtors commenced against it due to insufficiency
of service of process.  Marvin A. Sicherman, Esq., at Dettelbach,
Sicherman & Baumgart, in Cleveland, Ohio, explains that the
complaint was commenced September 2003 but the summons was not
issued until December 2003.  Moreover, the complaint and summons
were not addressed, as required by Rule 7004(b)(3) of the Federal
Rules of Bankruptcy Procedure, to the attention of an officer, a
managing or general agent, or to any other agent authorized by
appointment or by law to receive service of process.

Mr. Sicherman notes that bankruptcy courts that have interpreted
Rule 7004(b)(3) have found service was not adequate when it was
addressed solely to the corporation, and not to an officer,
managing agent, etc.  Mr. Sicherman points out that Bankruptcy
Judge May D. Scott in In re McElhaney, 1421 B.R. 311 (Bankr. E.D.
Ark, 1992), held that:

     "[t]he Federal Rules of Bankruptcy Procedure state with some
     specificity the method by which and upon whom service must
     be effected in order to provide notice of suit.  In light of
     the comparatively abbreviated procedure in bankruptcy, it is
     of great importance that persons effecting service provide
     correct notice in accord with the rules . . ."

A.M. Castle asserts that the Bankruptcy Court has no jurisdiction
over it.

"It is hornbook law that a party not properly serviced is not
before the Court, and thus an insufficiency with respect to
service of process results in the absence of in personam
jurisdiction over the person of the Defendant in the instant
adversary proceeding," Mr. Sicherman says.

               Liquidating Trust Dismisses Cases

Bethlehem Steel Corporation Liquidating Trust stipulates to
dismiss the complaint against three defendants with prejudice.
Each party will bear its own costs and expenses.

   Defendant                           Adversary Proceeding No.
   ---------                           ------------------------
   Paling Transporter Ltd.                      03-90146

   ADS Logistics, LLC doing business as
   Area Transportation Co.                      03-09236

   Brandes Broker Limited d/b/a
   Standard Bank London                         03-92592

The Liquidating Trust also dismisses 20 complaints against these
defendants:

   Defendant                           Adversary Proceeding No.
   ---------                           ------------------------
   A.M. Castle                                  03-09031

   USL Environmental Services, Inc.,
   doing business as A&A Environmental          03-09039

   Chicago Finished Metals, Inc.                03-09145

   Chicago Metallic Corp.                       03-09146

   Airtek, Inc.                                 03-09166

   Albco Sales, Inc., doing business as
   Albco Foundry                                03-09173

   Allegheny Power Company                      03-09181

   Allied Systems Company, Inc.                 03-09189

   Amepa America, Inc.                          03-09197

   American Chemical Technologies, Inc.         03-09204

   Aquila Energy Marketing Corporation          03-09231

   Aquila, Inc.                                 03-09232

   Astralloy Steel Products, Inc.               03-09246

   Atlantic Nationwide Trucking, Inc.           03-09248

   Axs-One, Inc.                                03-09253

   Baltimore Gas & Electric Company             03-09255

   Baltimore Gas & Electric Company             03-09256

   Transportation & Equipment Division          03-92609

   United Van Lines, Inc.                       03-92611

   United Bulk Carriers International           03-92613

                 Hearing on June 22 in Manhattan

Judge Lifland will conduct a pretrial conference with respect to
over 700 complaints on June 22, 2005, at 10:00 a.m.

The complaints include:

   Defendant                           Adversary Proceeding No.
   ---------                           ------------------------
   Atlantska Plovidba                           03-92630

   A & A Packaging Products                     03-09040

   CLI Corporation                              03-91667

   Cintas Corp.                                 03-09258

   Etkin Equities LLC                           03-09275

   Face USA Inc.                                03-09283

   Feralloy Corporation doing business as
   Feralloy North American Steel Co.            03-09291

   Interamerican Zinc Inc.,
   doing business as U.S. Zinc                  03-92607

   Maryland Clean Water                         03-92624

   Matlack, Inc.                                03-92626

   Microbac Laboratories, Inc., formerly
   known as Gascoyne Laboratories Inc.          03-92625

   Mictec, Inc.                                 03-92615

   Penn Detroit Diesel Allison                  03-92561

   Rictou International                         03-92472

   Signode Coilmaster                           03-92577

   Southeastern Metal Processing                03-92584

   Standard Steel - FFC                         03-92595

   State of Maryland - SIF                      03-92596

   Steel Dispatch, Inc.                         03-92597

   Stekel, Inc.                                 03-92598

   Swift Transportation Co., Inc.               03-92602

   Systran Financial Services Corp.             03-92601

   Steel Transport, Inc.                        03-92570

   Squire Sanders & Dempsey, LLP                03-92628

   Thermo ARL U.S., LLC                         03-92605

   Tom Peace doing business
   as Tom's Painting                            03-92606

   Tradesmen Corporation                        03-92608

   United Air Specialists, Inc.                 03-92610

   Unimold                                      03-92612

   USe Data                                     03-92614

   USX Engineers & Consultants, Inc.            03-92617

   U.S. Bank National Association               03-92634

   Venable Baetjer & Howard, LLP                03-92629

   Vitalsi                                      03-92621

A list of the complaints set for pretrial conference is available
for free at:

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

Pending the hearing, the Court wants the parties-in-interest to
attempt an amicable resolution of the Preferential Transfer
proceedings.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  When the Debtors filed for protection from their
creditors, they listed $4,266,200,000 in total assets and
$4,420,000,000 in liabilities.  Bethlehem obtained confirmation of
a chapter 11 plan on October 22, 2003, which took effect on Dec.
31, 2003. (Bethlehem Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BEVERLY ENTERPRISES: Auction Sale Plan Cues S&P to Review Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Beverly
Enterprises Inc. on CreditWatch with negative implications.  The
CreditWatch listing reflects the announcement that Beverly's board
of directors has voted to sell the company through an auction
process.  This is in response to the possibility that an investor
group, the Whitman/Appaloosa group, may take control of the
company if it is successful at the upcoming board elections at the
company's shareholder meeting in April.  The CreditWatch listing
reflects the apparent likelihood that a sale of the company will
take place.  Regardless of who acquires Beverly, it is likely that
the company's credit profile will weaken.

As reported in the Troubled Company Reporter, on June 16, 2004,
Standard & Poor's Ratings Services assigned its 'B' rating to
Beverly's the $225 million senior subordinated notes due 2014.
The existing ratings on the company were affirmed.  The company's
bank facility, which is rated 'BB', or one notch above the 'BB-'
corporate credit rating, has been assigned a recovery rating of
'1'.

"The speculative-grade ratings on nursing home and assisted-living
facility operator Beverly Enterprises Inc. reflect the chronic
risks the company faces in its industry, such as lower
reimbursement rates and much higher insurance costs," said
Standard & Poor's credit analyst David Peknay.  "However, Beverly
has also divested higher-risk, less strategic facilities and
reduced debt, including off-balance-sheet obligations."

Fort Smith, Ark.-based Beverly Enterprises is the largest operator
of nursing homes in the U.S.  It has 351 skilled nursing
facilities and operates 18 assisted-living facilities.  The
company's efforts to improve its financial performance and reduce
vulnerability to key industry risks include its divestiture of
more than 150 nursing homes since December 2001.  The company used
the proceeds of these sales for debt reduction.

Nevertheless, the company remains vulnerable to several factors.
Changes in reimbursement remain a longer-term risk to performance.
A Medicare rate cut in 2002 reduced Beverly's annual revenues by
an estimated $56 million, and another rate cut could occur in
2006.  Medicaid revenue, which contributes about half of the
company's total, has been good, but remains risky, as many states
suffer from financial difficulties.

Although Beverly's management has been addressing its patient
liability exposure through several operating strategies as well as
through selected asset sales, this exposure remains an ongoing
long-term risk as well.  The company will have more insulation
against this risk after it fully satisfies a settlement with the
U.S. Department of Justice and the Office of the Inspector General
(OIG) for alleged violations of Medicare cost allocations.
Beverly began paying back its $145 million obligation (excluding
an additional $25 million one-time payment) to the OIG in 2000
through reductions in its Medicare reimbursement payments.  When
it fulfills this obligation, in early 2008, the company will
benefit from an additional $18 million in annual cash flow.

More favorable reimbursement, primarily from Medicare and
Medicaid, has contributed to the company's recent improvement in
operating results.  Unless the company is sold, funds from
operations to lease-adjusted debt are expected to be at least 25%
in 2005.  Modest earnings growth in 2005 could reduce debt to
EBITDA to about 3x in 2005 from 3.3x at the end of 2004.


BEVERLY ENTERPRISES: Moody's Affirms Low-B Ratings on $555M Debt
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Beverly
Enterprises, Inc., and changed the outlook to developing.  This
action follows the announcement by Beverly that its Board of
Directors voted unanimously to pursue the sale of the company
through an auction process.  This announcement follows the
expression of interest from and ensuing proxy battle with the
Whitman/Appaloosa investor group.

In June 2004, Moody's revised the outlook to stable from negative
to reflect the company's successful operations through a
challenging reimbursement environment, its focus on core markets
and the selective exit of unprofitable regions, leading to
improved cash flow and deleveraging of the balance sheet.  The
developing outlook reflects the fact that there is significant
uncertainty related to who the ultimate buyer will be or what type
of capital structure the company will have going forward.  Moody's
will continue to monitor developments as the auction process moves
forward.

Moody's notes that the indenture for the senior subordinated notes
contains change of control language that gives the purchaser the
right to put the notes back to the issuer at 101% of the principal
amount of the notes plus accrued and unpaid interest and
liquidated damages (if any).  The indenture for the convertible
notes contains a similar change of control provision that provides
the note holder with the right to put the convertible notes back
to the issuer at 100% of the principal amount plus accrued and
unpaid interest.

These ratings were affirmed:

   * Senior implied rating, Ba3

   * Senior unsecured issuer rating, B1

   * $90 million senior secured revolving credit facility
     due 2007, Ba3

   * $135 million senior secured term loan B due 2008, rated Ba3

   * $215 million 7.875% senior subordinated notes due 2014,
     rated B2

   * $115 million 2.75% convertible subordinated notes, rated B2

Beverly Enterprises, Inc., headquartered in Fort Smith, Arkansas
is a leading provider of post-acute healthcare in the United
States.

As of December 31, 2004, the company operated 351 nursing
facilities with a total of 36,995 licensed beds.  Beverly's
nursing facilities are located in 23 states and the District of
Columbia.

The company also operated 18 assisted living centers containing
495 units, 52 hospice and home health locations and 10 outpatient
clinics, and provided rehabilitation therapy services in 37 states
and the District of Columbia.

For the year ended December 31, 2004, Beverly reported revenues of
$2 billion.


BIOLOGICAL ENVIRONMENTAL: Creditor Sues to Get Plan Distribution
----------------------------------------------------------------
The River East Economic Revitalization Corp. filed a lawsuit
against Biological Environmental Control Laboratories, Inc., on
Feb. 15, 2005, in the Lucas County Common Pleas Court.  River East
says that Biological Environmental's chapter 11 plan, confirmed in
July 1998, promised to pay $44,587 on account of lease obligations
and delivered a Non-Negotiable Promissory Note memorializing that
promise.  The Note remains unpaid.

River East Economic Revitalization Corp. is represented in the
state court lawsuit by:

         Richard A. Scheich, Esq.
         Jones & Scheich
         1600 Fifth Third Center
         608 Madison Avenue
         Toledo, Ohio 43604-1117
         Telephone (419) 241-6450
         Fax (419) 241-1540

"This is about a bankruptcy debt from sometime ago that has not
yet been paid back," Perrysburg, Ohio, city councilman John
Kevern, a former president of the environmental control company,
who is also named in the suit, tells Karamagi Rujumba at the
Toledo Blade.  Mr. Kevern says the debt isn't disputed.  "Some
sort of repayment plan will have to be put together," he said.

Biological Environmental Control Laboratories, Inc., aka BEC Labs
Inc., aka BEC Laboratories, Inc. -- http://www.beclabs.com/--  
filed for chapter 11 protection (Bankr. N.D. Ohio Case No. 96-
33580) on October 24, 1996.  The bankruptcy court confirmed the
company's chapter 11 plan in July 1998, and the Honorable Richard
L. Speer entered an order closing the case on May 28, 1999.


BIOPHAGE PHARMA: Incurs $815,492 Net Loss in Fiscal Year 2004
-------------------------------------------------------------
Biophage Pharma Inc. (TSX.V: BUG.), reported its financial results
for period ended November 30, 2004.

The Corporation continues to progress in the research and
development area where significant value is being realized in the
biosensor asset.  Biophage's continued ability to derive positive
cash flow from its Contract Research division and collaborations
with government agencies on funded research programs has allowed
it to significantly reduce its burn rate and to be well positioned
to move quickly as the market environment improves.

Biophage has focused its business strategy to concentrate on
enhancing value of its technology assets while increasing its
revenues, controlling costs and securing additional funding.  The
Corporation's management will continue to seek new opportunities
and additional financing in fiscal 2005.

During fiscal 2004, Biophage continued to reinforce its momentum
in the development of leading edge biosensor technology while
enhancing the value of other core assets in phage technology and
contract research services.  Revenues from contract research again
reached over $1 million despite competitive pressures and
decreased demand in the pharmaceutical service sector.  Contract
revenues reached $1.05 million, a 21.9% decrease over fiscal 2003.
This decrease in revenue was mainly due to cyclical demand gaps in
the beryllium testing market.

Fiscal 2004 saw Biophage in its continued efforts to streamline
its activities in order to manage burn rate, awaiting a general
improvement in the market for small-cap biotech companies.  These
steps protected both the integrity of the Corporation and the
long-term value for its shareholders.

                      Review of Operations

Contract revenues for the year ended November 30, 2004, reached
$1,051,806 compared with $1,347,291 in fiscal 2003.  Other income
for fiscal 2004 increased to $16,142, compared with $14,825 in
fiscal 2003, resulting from higher average cash balances in the
current year.

Research and development costs for fiscal 2004, before tax
credits, decreased to $522,630 compared with $835,205 in fiscal
2003.  During fiscal 2004, management continued to rationalize
spending on R&D activities to key priority areas in order to
maintain its cash position.

Research and development tax credits were $128,646 in fiscal 2004
and $249,388 in fiscal 2003, representing 25% and 30% of the costs
for those years respectively.  The reduction of tax credits for
the year was again attributable to an increase in non-admissible
expenses for Quebec tax credit.

Costs of contracts for fiscal 2004 amounted to $662,050 compared
to $814,740 in fiscal 2003, representing 63% and 60% of contract
revenues, respectively.  This slight increase in costs was mainly
due to a smaller contribution of relatively high profit income
generated through the beryllium testing activities.

General and administrative expenses decreased by 18% to $744,906
in fiscal 2004, as compared to $905,871 last year. This reflected
management's continued dedication to leveraging available cash.

Amortization of intangible assets for fiscal 2004 decreased to
$16,352 compared to $126,205 for the same period in 2003.  The
fiscal 2004 amount now reflects a more normalized depreciation
rate as compared to management's decision to accelerate the
amortization of certain intellectual property assets in fiscal
2003.  Amortization of property, plant and equipment totaled
$62,056 in fiscal 2004, compared with $76,746 in fiscal 2003.

Biophage's net loss for the year ended November 30, 2004, amounted
to $815,492 compared to a net loss of $1,152,992 for the year
ended November 30, 2003.

                Liquidity and Capital Resources

At November 30, 2004, Biophage had cash, cash equivalents and
temporary investments of $649,411 compared to $848,333 at
November 30, 2003.  The decrease was mainly due to spending
related to the operating activities for fiscal 2004.

Cash flow used in operating activities averaged $60,101 per month
in fiscal 2004 on a year-to-date basis, as compared to $76,480 in
fiscal 2003, a 21% decrease related to the general reduction of
expenses.

During fiscal 2004, Biophage raised net proceeds of $503,295
through a private placement of 5,307,981 shares at.  During fiscal
2004, the Corporation reduced its long-term debt by an amount of
$24,550.

Biophage Pharma, Inc. -- http://www.biophage.com/-- is a Canadian
biopharmaceutical company developing new therapeutic and
diagnostic products using phage-based technology.  Founded in
1995, Biophage is located at the Biotechnology Research Institute
in Montreal.  Through an active research and development program,
as well as collaboration agreements, Biophage is building a
portfolio of promising new therapeutic and diagnostic products.

    BIOPHAGE PHARMA INC.

    CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
    Periods ended November 30
    (in Canadian dollars)


                                 Three-month periods      Fiscal 12 months
                             -----------------------------------------------
                                  2004       2003          2004        2003
    Revenues
      Contract revenues        295,112     351,823    1,051,806   1,347,291
      Other income               6,436       4,250       16,142      14,825
                             -----------------------------------------------
                               301,548     356,073    1,067,948   1,362,116
    Expenses
    Research and development
     costs                     167,466     143,998      522,630     835,205
    Research and development
     tax credits               (56,146)    (47,000)    (128,646)   (249,388)
                             -----------------------------------------------
                               111,320      96,998      393,984     585,817
    Costs of contracts         145,125     232,724      662,050     814,740
    General and administrative 229,950     216,667      744,906     905,871
    Amortization of intangible
     assets                      4,121      23,826       16,352     126,205
    Amortization of property,
     plant and equipment        15,660      19,290       62,056      76,746
    Interest on long-term debt       1         103           60       1,313
    Interest and other
     financial expenses          1,525       1,555        4,032       4,416
                             -----------------------------------------------
                               507,702     591,163    1,883,440   2,515,108

                             -----------------------------------------------
    Net loss for the period   (206,154)   (235,090)    (815,492) (1,152,992)


    Deficit, beginning of
     period                 (6,651,391) (5,691,963)  (5,927,053) (4,774,061)
    Repricing of warrants            -           -     (115,000)          -
                             -----------------------------------------------
    Deficit, end of period  (6,857,545) (5,927,053)  (6,857,545) (5,927,053)
                             -----------------------------------------------
                             -----------------------------------------------

    Weighted average number
     of common shares
     outstanding            32,221,312  26,371,419   28,450,615  26,314,301
                             -----------------------------------------------
                             -----------------------------------------------
    Basic and diluted
     loss per share              (0.01)      (0.01)       (0.03)      (0.04)
                             -----------------------------------------------
                             -----------------------------------------------

Biophage Pharma, Inc., is a Canadian biopharmaceutical company
developing new therapeutic and diagnostic products using
phage-based technology.  Founded in 1995, Biophage is located at
the Biotechnology Research Institute in Montreal and employs 15
people, including a team of 13 researchers.  Through an active
research and development program, as well as in-licensing and
collaboration agreements, Biophage is building a portfolio of
promising new therapeutics collaboration agreements, Biophage is
building a portfolio of promising new therapeutics
http://www.biophage.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004, the
2004 third quarter interim financial statements of Biophage Pharma
include a going concern assumption note.

The Company incurred a CDN$206,154 net loss for the fourth
quarter, widening the accumulated deficit to CDN$6,857,545 at the
end of the fourth quarter compared to a CDN$6,651,391 accumulated
deficit at the beginning of the period.


CARRINGTON MORTGAGE: Moody's Rates Class M-9 Sr. Certs. at Ba1
--------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Carrington Mortgage Loan Trust
2005-NC1 and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by New Century originated adjustable-
rate (86.68%) and fixed-rate (13.32%) sub-prime mortgage loans.
The ratings are based primarily on the credit quality of the
loans, performance of this type of collateral from this
originator, and on the protection from subordination,
overcollateralization, and excess spread.  The credit enhancement
levels reflect some benefit for due diligence performed on the
collateral.

The Complete Rating Actions Are:

Issuer: Carrington Mortgage Loan Trust 2005-NC1
Securities: Asset Backed Pass-Through Certificates

   * Class A-1A, rated Aaa
   * Class A-1B, rated Aaa
   * Class A-1C1, rated Aaa
   * Class A-1C2, rated Aaa
   * Class A-2, rated Aaa
   * Class A-3, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A2
   * Class M-5, rated A3
   * Class M-6, rated Baa1
   * Class M-7, rated Baa2
   * Class M-8, rated Baa3
   * Class M-9, rated Ba1


CATHOLIC CHURCH: Bid to Disband Spokane Committee Draws Fire
------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 4, 2005, the
Diocese of Spokane asked the U.S. Bankruptcy Court for the Eastern
District of Washington to direct the U.S. Trustee to disband the
Committee of Tort Litigants appointed on February 2, 2005.

                          Objections

A. U.S. Trustee

Gary W. Dyer, Attorney for the United States Trustee for Region
18, informs the U.S. Bankruptcy Court for the Eastern District of
Washington that the U.S. Trustee appropriately evaluated the
circumstances of the Diocese of Spokane's case and properly
appointed a second committee.  Under any standard of Rule 2020 of
the Federal Rules of Bankruptcy Procedure or Section 105 of the
Bankruptcy Code, there was no abuse of discretion or any
arbitrary and capricious action on the U.S. Trustee's part.  For
this reason, the U.S. Trustee wants Spokane's request denied in
its entirety.

B. Tort Claimants Committee

The Official Tort Claimants' Committee argues that it is wrong
for the Diocese of Spokane to seek the disbandment of the Tort
Litigants Committee and force its members onto the Tort
Claimants' Committee even though both Committees and, apparently,
the U.S. Trustee agree that the interests of the constituents of
both Committees are adverse.

George E. Frasier, Esq., at Riddell Williams P.S., in Seattle,
Washington, notes that although the Diocese attempts to cast its
request to disband as directed to adequate representation,
Spokane's arguments are directed almost exclusively to its
concerns about the cost of two committees.

Mr. Frasier explains that the Tort Claimants' Committee also is
concerned about the costs of the case and is working diligently
to control them.  However, two committees are necessary because
of significant adversity between the interests of their
constituents.

Mr. Frasier asserts that the U.S. Bankruptcy Court for the
Eastern District of Washington lacks authority to review the
decision of the U.S. Trustee to remove Tort Litigants from the
Tort Claimants' Committee and appoint an Official Tort Litigants'
Committee.  Mr. Frasier notes that decisions of other courts
indicating that bankruptcy courts have the authority to review
the decisions of the U.S. Trustee are distinguishable or
incorrectly decided.

Mr. Frasier points out that in In Smith v. Wheeler Technology,
Inc. (In re Wheeler Technology, Inc.), 139 B.R. 235, 239 (9th
Cir. BAP 1992), the Ninth Circuit Bankruptcy Appellate Panel held
the bankruptcy court did not have authority to remove a committee
member, finding that the power to appoint and delete members of
the creditors' committee resides exclusively with the U.S.
Trustee.  In In re Dow Corning Corp., 212 B.R. 258, 264 (E.D.
Mich. 1997), the district court reversed the bankruptcy court's
order directing the U.S. Trustee to appoint new members of a tort
claimants' committee, holding that the language of Section
1102(a)(1) of the Bankruptcy Code does not give the bankruptcy
courts a role in the appointment or modification of creditor
committees.  Section 1102(a)(1) mandates the United States
Trustee appoint a committee of creditors and gives the Trustee
discretion to appoint additional committees as the Trustee deems
appropriate.

In In re Victory Markets, Inc., 196 B.R. 1, 5-6 (Bankr. N.D.N.Y.
1995), the court found that it had no statutory authority to
grant the movant's request to be appointed to a committee, noting
that "[t]he juxtaposition of [Section 1102(a)(2)] with the repeal
of Section 1102(c) clearly reveals Congress' intent to shift to
the U.S. Trustee the administrative responsibility of appointing
committees and monitoring the same."  In re Drexel Burnham
Lambert Group, Inc., 118 B.R. 209, 210 (Bankr.S.D.N.Y.1990), the
court denied a creditor's motion for appointment to an existing
committee, holding that the bankruptcy court's sole authority
with respect to committees is to order appointment of an
additional committee under Section 1102(a)(2) if necessary to
assure adequate representation.

If the Bankruptcy Court were to determine that it has authority
to review the decision of the U.S. Trustee, Mr. Frasier maintains
that the appropriate standard of review is whether the U.S.
Trustee's decision was "arbitrary and capricious" or an "abuse of
discretion", and not a "de novo" standard.  Under any standard of
review, however, the undisputed evidence establishes as a matter
of law that the interests of the Tort Litigants are so
antithetical to the interests of the Tort Claimants that the U.S.
Trustee had no choice but to refuse Spokane's demand to disband
the Tort Litigants' Committee and impose Tort Litigants back onto
the Tort Claimants' Committee.

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)


COLLINS & AIKMAN: Audit Committee Retains Davis, Polk & Wardwell
----------------------------------------------------------------
Collins & Aikman Corporation's (NYSE: CKC) Audit Committee has
retained independent counsel to assist it in its investigation of
the Company's accounting for certain supplier rebates.  The
company previously reported that it had identified certain
accounting for supplier rebates that led to premature or
inappropriate revenue recognition or that was inconsistent with
relevant accounting standards and the Company's policies and
practices.  The company's management immediately initiated an
internal review of these matters while keeping the company's Audit
Committee and outside auditors, KPMG LLP, informed of the status
of its review. The Audit Committee has determined to conduct an
independent investigation into these matters. It has retained
independent counsel, Davis Polk & Wardwell, for that purpose, and
they expect to retain such other advisors, including an accounting
expert, as they deem appropriate.

As previously announced, the company's internal review of vendor
rebates covered an aggregate of approximately $88 million of
vendor transactions in fiscal years 2002 through 2004. Of such
amount, the company's management believes that net adjustments of
approximately $10 - $12 million are required primarily occurring
during fiscal 2004. For further clarification, the company
announced that management's preliminary analysis indicates that,
of such amounts, approximately $8 million to $10 million would
impact the previously reported nine months ended September 30,
2004 with the balance impacting 2003.  The company expects to
restate its results for the nine months ended September 30,
2004 to reflect these revisions and is continuing to evaluate
whether a restatement of its 2003 results will be necessary. The
company's Audit Committee and the Company's outside auditors, KPMG
LLP, have not commented upon management's current expectations.
The company cannot presently comment upon the timing for
completion of, or the ultimate scope or outcome of, the Audit
Committee investigation, the audit or any necessary restatements.
Nor can it comment upon whether the outcome of the investigation
will impact the foregoing adjustments.

As previously disclosed, the company has not yet filed its annual
report on Form 10-K for 2004 due to this accounting matter and the
need for additional time for completion of the 2004 audit and the
review of internal controls over financial reporting under Section
404 under Sarbanes-Oxley.  The company further announced that it
initiated a process for obtaining waivers of the financial
statement delivery requirements for a period of time from its
lenders under its senior credit facility and for modifications of
certain of its financial covenants.  "There can be no assurance
that any of the required or desirable waivers from our senior
lenders, lessors or others will be received on a timely basis,"
the company warns, "and the failure to obtain waivers could
materially and adversely affect the company and its liquidity."

Collins & Aikman Corporation, a Fortune 500 company, is a global
leader in cockpit modules and automotive floor and acoustic
systems and is a leading supplier of instrument panels, automotive
fabric, plastic-based trim, and convertible top systems.
Geadquartered in Troy, Michigan, the company employs a workforce
of approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  Information about Collins & Aikman is
available on the Internet at http://www.collinsaikman.com/

                         *    *    *

As reported in the Troubled Company Reporter on Mar. 7, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Collins & Aikman Corp. to 'B' from 'B+' and placed the
rating on CreditWatch with negative implications.  At the same
time, the senior secured, senior unsecured, and subordinated debt
ratings on the company were also lowered and placed on
CreditWatch.

"The rating actions reflect our increased concerns about the
company's liquidity and financial flexibility amid an increasingly
difficult operating environment for automotive suppliers," said
Standard & Poor's credit analyst Martin King.  Collins & Aikman
has total debt of about $2 billion.


COMM 2001-FL4: Moody's Junks $7.037M Class M-PS Certificates
------------------------------------------------------------
Moody's Investors Service downgraded one class and affirmed three
classes of COMM 2001-FL4 Commercial Mortgage Pass-Through
Certificates as:

   --Class X-2, Notional, affirmed at Aaa
   --Class K-PS, $2,381,000, Floating, affirmed at B3
   --Class L-PS, $1,163,000, Floating, affirmed at B3
   --Class M-PS, $7,037,000, Floating, downgraded to Caa1 from B3

The Certificates are collateralized by an $82.0 million senior
participation interest in the 100 Pine Street Loan, the only
remaining loan in the trust.  As of the March 15, 2005
distribution date, the transaction's aggregate certificate balance
has decreased by approximately 90.5% to $82.0 million from $862.7
million at closing due to the payoffs of 10 loans originally in
the pool.  The 100 Pine Street Loan, which does not provide for
amortization, matured on January 9, 2004.  The loan is currently
in its second and final extension option period with a maturity
date of January 9, 2006. There is a B Note in the amount of $36.0
million held outside the trust.

Moody's does not rate outstanding pooled Classes C, D and E.
Classes K-PS, L-PS and M-PS pertain to the 100 Pine Street Loan.

The 100 Pine Street Loan is secured by a 394,000 square foot Class
A office building located in San Francisco's financial district.
The property was 81.4% occupied as of December 2004, compared to
65.2% at Moody's last review in October 2004 and compared to 97.7%
at securitization.  Although occupancy has improved since Moody's
last review, in-place rents have continued to decline.  New leases
have been executed at approximately $28 per square foot,
significantly lower than the $70 to $80 per square foot rents of a
few years ago.  Total in-place rent is approximately $35 per
square foot, which exceeds current market rent levels by
approximately 25.0%.

Moody's loan to value ratio for the portion of the debt in the
trust ($208 per square foot) is in excess of 100.0%.  There is a
$4.5 million leasing reserve which serves as additional
collateral.  Total secured debt approximates $299 per square foot.
The property is currently being marketed for sale.  Class M-PS has
been downgraded due to poor property fundamentals.  Classes K-PS
and L-PS are affirmed taking into account the currently strong
office building sales market in San Francisco.

The borrower is an affiliate of Citigroup Global Investments,
WAFRA Investment Advisory, Inc. and UNICO Properties.


CYGNUS INC: Completes $10 Million Asset Sale to Animas
------------------------------------------------------
Cygnus, Inc. (OTC Bulletin Board: CYGN) completed the sale of
substantially all of its assets to Animas Corporation
(NASDAQ:PUMP) and Animas Technologies LLC for $10 million in cash.

At a special meeting of Cygnus' stockholders held on March 23,
2005, Cygnus' stockholders approved the asset sale and the
dissolution of Cygnus pursuant to the Plan of Complete Liquidation
and Dissolution presented to the Company's shareholders.

The assets sold include the Company's:

   -- intellectual property;

   -- product development and production equipment;

   -- regulatory package;

   -- inventory and certain assumed contracts, including all
      supplier, manufacturing and license agreements;

   -- (relating to) glucose monitoring technology and
      GlucoWatch(R) Biographer line of products.

The Asset Sale was completed in accordance with the terms of an
Asset Purchase Agreement, dated Dec. 16, 2004, between Cygnus and
Animas.

Cygnus retains the rights to an arbitration matter pertaining to
Cygnus' claims arising out of the 1999 sale of substantially all
of its drug delivery business assets to Ortho-McNeil
Pharmaceutical, Inc., a Johnson & Johnson company.  Cygnus is
seeking $34.6 million in this arbitration matter.  The arbitration
process is at an early stage, and the outcome is inherently
uncertain.  Although Cygnus believes it has meritorious claims, it
is possible that Cygnus could receive no recovery at all.  The
parties and the arbitration panel have scheduled the arbitration
hearing to occur in mid-September to early October 2005.

                       Bankruptcy Warning

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

                        About the Company

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

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


DADE BERHING: Fitch Rates Senior Subordinated Debt at BB+
---------------------------------------------------------
Fitch Ratings assigned ratings of 'BBB' to Dade Behring Holdings
Inc.'s senior secured debt and 'BB+' to the company's senior
subordinated debt.  The ratings affect approximately $442 million
of debt.  The Rating Outlook is Stable.

The ratings reflect significant improvement of Dade Behring's
credit profile since re-emergence from a prepackaged Chapter 11
bankruptcy in October 2002. The company's efforts to focus its
business strategy solely on the clinical and reference lab
settings has resulted in solid top-line growth and a leaner cost
structure yielding continued margin expansion. The EBITDA margin
improved to 22.1% in 2004 from 12.5% in 2002. Fitch expects a
further improvement in margin will come from product mix, improved
manufacturing efficiencies, and SG&A cost controls offset by
incremental investment for research and development (R&D).

Additionally, Dade Behring's commitment to strengthening the
balance sheet has led to significantly reduced leverage consistent
with the rating category. Total debt at the end of 2004 was
lowered to $442.2 million from $771.8 million at the end of 2002.
Leverage, as defined by total debt to EBITDA, decreased to 1.3
times (x) at the end of 2004 from 4.8x at the end of 2002. Total
adjusted debt-to-EBITDAR was 2.3x at Dec. 31, 2004. Leverage has
improved in 2005, with additional reductions in outstanding term
loans by $40 million. Dade Behring intends to refinance its
capital structure, centered around the first call option (on
10/3/05) for the 11.91% subordinated notes. The new capital
structure is anticipated to result in reduced interest costs and a
more favorable debt maturity schedule.

Aftermarket sales of reagents, consumables, and services,
representing approximately 90% of total company revenue in 2004,
provide a continued stream of cash flow yielding positive cash
impact. Future aftermarket sales growth is driven by greater
placement of instrument systems and test menu expansion. Free cash
flow generation has been solid for two consecutive years at $117.7
million (net cash from operating activities of $249.5 million less
capital spending of $131.8 million) in 2004 (after $26 million of
pension contributions) and $141.8 million in 2003. Increasing cash
outflows are being devoted to capital spending, resulting from an
increasing amount of customer operating leases. Fitch expects the
company to use future cash inflows for further debt reduction
until the debt refinancing. Beyond that time, free cash flow is
anticipated to be used for additional deleveraging and business
development opportunities that could include acquisitions and
collaborative agreements.

Fitch is concerned regarding replacement of revenues and earnings
from the company's key base platforms in routine chemistry and
immunodiagnostics, the Dimension RxL and Xpand, as they mature in
the long-term. However, the launch of the next generation
Dimension, Vista, is expected in the second half of 2006.
Additionally, the company's goal of annual R&D investment in the
range of 8.5%-9.5% of sales through 2009, dedicated to test menu
expansion, new instrumentation architecture and software upgrades,
lends assurance that the current instrument offerings and assay
menu will expand. Dade Behring's product portfolio is supported by
product in-licensing and partnerships, including automated front-
end blood sample preparation and coagulation testing equipment.

Dade Behring develops, manufactures, markets, and distributes in-
vitro diagnostic products to clinical laboratories. The company's
diagnostic product offering includes medical diagnostic
instruments, test reagents and consumables, and maintenance
services. Dade Behring's core businesses are chemistry,
hemostasis, microbiology, and infectious disease testing.


DATATEC SYSTEMS: Committee Taps Navigant as Financial Advisors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Datatec Systems,
Inc., and its debtor-affiliate, permission to employ Navigant
Consulting, Inc., as its financial advisors.

Navigant Consulting will:

   a) assist and advise the Committee in its analysis of the
      Debtors' business plans, cash flow projections,
      restructuring programs, general and administrative structure
      and other reports or analyses prepared by the Debtors or
      their professionals;

   b) assist and advise the Committee in its analysis of proposed
      transactions for which the Debtors seek Court approval,
      including evaluation of competing bids in connection with
      divestiture of corporate assets, DIP financing or use of
      cash collateral, assumption/rejection of leases and other
      executory contracts, management compensation and severance
      plans;

   c) assist and advise the Committee at meetings with the
      Debtors' representatives and other parties, and in its
      analysis of the Debtors' internally prepared financial
      statements and related documents;

   d) assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any plans of
      reorganization or strategic transactions, in the analysis of
      the Debtors' hypothetical analyses under various scenarios,
      and render expert testimony on behalf of the Committee;

   e) provide all other financial advisory services as requested
      by the Committee and agreed by Navigant Consulting.

Kenneth Simon, a Managing Director at Navigant Consulting, reports
the Firm's professionals bill:

      Designation               Hourly Rate
      -----------               -----------
      Managing Director         $600 - $650
      Director                  $500 - $550
      Associate Director        $400 - $450
      Managing Consultant       $300 - $350
      Senior Consultant         $200 - $275
      Consultant                $150 - $175
      Paraprofessional          $100 - $125

Navigant Consulting assures the Court that it does not represent
any interest adverse to the Committee, the Debtors or their
estates.

Headquartered in Alpharetta, Georgia, Datatec Systems, Inc. --
http://www.datatec.com/-- specializes in the rapid, large-scale
market absorption of networking technologies.  The Company and its
debtor-affiliate filed for chapter 11 protection on Dec. 14, 2004
(Bankr. D. Del. Case No. 04-13536).  John Henry Knight, Esq., at
Richards, Layton & Finger, P.A. and Bruce Buechler, Esq., at
Lowenstein Sandler PC represent the Debtors' restructuring.  When
the Company filed for protection from its creditors, it listed
total assets of $26,400,000 and total debts of $47,700,000.


DATATEC SYSTEMS: Wants Exclusive Period Extended through June 13
----------------------------------------------------------------
Datatec Systems, Inc., and its debtor-affiliate, Datatec
Industries, Inc., ask the U.S. Bankruptcy Court for the District
of Delaware for an extension, through and including June 13, 2005,
of the time within which they alone can file a chapter 11 plan.
The Debtors also ask the Court for more time to solicit
acceptances of that plan from their creditors, through Aug. 11,
2005.

This is the Debtors' first request for an extension of their
exclusive periods.

The Debtors give the Court four reasons militating in favor of
their request for more time to propose and file a chapter 11 plan
without interference from other parties in interest:

   a) the Debtors' time and efforts have been concentrated with
      the completing the sale of substantially all of their assets
      to Eagle Acquisition Partners, Inc., which the Court
      approved on March 1, 2005, and closed on March 4, 2005;

   b) to avoid premature formulation of a chapter 11 plan of
      liquidation and ensure that the proposed plan takes into
      account the interests of the Debtors, their estates, their
      creditors and other parties in interest;

   c) the Debtors are pursuing an orderly liquidation of their
      assets to maximize the value for their creditors and are not
      seeking the extension to delay the plan formulation process
      for some speculative event or to pressure the creditors to
      accede to a plan that is unsatisfactory to them; and

   d) the requested extension is appropriate and reasonable and
      will not harm the Debtors' creditors or other parties in
      interest.

Objections, if any, to the Debtors' request for an extension must
be filed and served by March 31, 2005.  The Court will convene a
hearing at 10:30 a.m., on April 4, 2005, to consider the Debtors'
request.

Headquartered in Alpharetta, Georgia, Datatec Systems, Inc. --
http://www.datatec.com/-- specializes in the rapid, large-scale
market absorption of networking technologies.  The Company and its
debtor-affiliate filed for chapter 11 protection on Dec. 14, 2004
(Bankr. D. Del. Case No. 04-13536).  John Henry Knight, Esq., at
Richards, Layton & Finger, P.A. and Bruce Buechler, Esq., at
Lowenstein Sandler PC represent the Debtors' restructuring.  When
the Company filed for protection from its creditors, it listed
total assets of $26,400,000 and total debts of $47,700,000.


DELTA AIR: Standard & Poor's Says Liquidity Might Be a Problem
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of ratings on Delta Air Lines Inc. (CC/Watch
Dev/--) to developing from positive last week.

"The CreditWatch revision to developing reflects renewed pressure
on Delta's liquidity from sharply higher fuel prices, which could
add up to $1 billion in costs during 2005," said Standard & Poor's
credit analyst Philip Baggaley.  "Delta had obtained substantial
concessions from its pilots and $1.1 billion of new secured
financing in late 2004, averting bankruptcy, but now must
intensify its cost-cutting efforts and seek ways to bolster
liquidity," the credit analyst continued.  The corporate credit
rating on Delta would be lowered only upon a default or distressed
debt exchange, as it is already at the lowest level consistent
with a company meeting its debt obligations, but ratings of
individual debt issues could be raised or lowered as a result of
Standard & Poor's rating review.

Ratings on Atlanta, Ga.-based Delta Air Lines, the third-largest
airline in the U.S., reflect declining cash reserves ($1.8 billion
unrestricted cash at Dec. 31, 2004) and heavy, though narrowing,
losses. Delta is implementing substantial cost reductions to
reduce losses, but high fuel prices and price competition from
low-cost airlines is offsetting much of the gains. Liquidity,
while bolstered over the near term by new secured credit
facilities arranged in the fourth quarter of 2004, remains a
concern.  Unrestricted cash totaled $1.8 billion at year-end 2004,
but that amount is expected to decline as Delta meets cash
commitments while incurring continuing, albeit shrinking, losses
during 2005. Subsequent to the year-end, Delta drew down the final
$250 million available under the new facilities. For 2005, Delta
faces at least $630 million of debt maturities (and potentially
another $205 million, depending on various circumstances), $450
million of pension funding, and $1 billion of capital expenditures
(about half of which is for regional jets that have financing
commitments in place).  Accordingly, there is a danger of a
renewed liquidity crunch by late this year. The company has
acknowledged that one possible means of raising cash would be to
sell one or both of its regional airline units, but says no such
sale is imminent.

Complete ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/ All ratings affected by this
rating action can be found on Standard & Poor's public Web site at
http://www.standardandpoors.com/under Credit Ratings in the left
navigation bar, select Find a Rating, then Credit Ratings
Search.

At Dec. 31, 2004, Delta's balance sheet shows $21.8 billion in
assets and $27.6 billion in liabilities.


DIMON INC: Noteholders Agree to Amend Senior Bond Indentures
------------------------------------------------------------
DIMON Incorporated (NYSE: DMN) disclosed the results to date in
its previously announced cash tender offer to purchase any and all
of its outstanding:

     (i) $200.0 million aggregate principal amount of 9-5/8%
         Senior Notes due 2011 and

    (ii) $125.0 million aggregate principal amount of 7-3/4%
         Senior Notes due 2013 and solicitation of consents to
         proposed amendments to each of the indentures governing
         the Notes.

As of 5:00 p.m., New York City time, on March 21, 2005, tenders
and consents had been received for approximately $196.1 million in
aggregate principal amount of the 9-5/8% Notes, representing
approximately 98.1% of the outstanding 9-5/8% Notes, and
approximately $121.6 million in aggregate principal amount of the
7-3/4% Notes, representing approximately 97.3% of the outstanding
7-3/4% Notes.

The percentage of consents received for each of the 9-5/8% Notes
and the 7-3/4% Notes exceeds the requisite consents needed to
amend each of the indentures governing such Notes.  DIMON and
SunTrust Bank, the trustee under the indentures, have executed
supplemental indentures to effect the proposed amendments to each
of the indentures governing the Notes.  However, the proposed
amendments will not become operative with respect to the Notes and
the indentures until the tendered Notes are accepted for purchase
by DIMON.  If the tender offer is terminated or withdrawn, the
proposed amendments will not become operative.  The proposed
amendments would eliminate, among other things, the principal
restrictive covenants and certain events of default in the
indentures.

The tender offer is being made pursuant to an Offer to Purchase
for Cash and Consent Solicitation Statement and a related Letter
of Transmittal and Consent, dated March 8, 2005.  The tender offer
is scheduled to expire at 5:00 p.m., New York City time, on
April 5, 2005, unless extended or earlier terminated.

The terms and conditions of the tender offer and the consent
solicitation are specified in, and qualified in their entirety by,
the Offer to Purchase for Cash and Consent Solicitation Statement
and related materials that have been distributed to holders of the
Notes, copies of which may be obtained from MacKenzie Partners,
Inc., the information agent for the tender offer and the consent
solicitation, at (800) 322-2885 (U.S. toll free) or (212) 929-5500
(collect).

DIMON has engaged Wachovia Securities and Deutsche Bank Securities
Inc. to act as the dealer managers and solicitation agents in
connection with the tender offer and consent solicitation.
Questions regarding the tender offer and the consent solicitation
may be directed to Wachovia Securities at (866) 309-6316 (U.S.
toll free) or (704) 715-8341 (collect) and Deutsche Bank
Securities Inc. at (212) 250-7466 (collect).

The tender offer and the consent solicitation are being conducted
in connection with, and are subject to simultaneous completion of,
the proposed merger of Standard Commercial Corporation with and
into DIMON.  DIMON will be the surviving corporation, and
simultaneously with the closing of the merger, DIMON will change
its name to Alliance One International, Inc.

The tender offer and the consent solicitation are subject to the
satisfaction of certain conditions, including DIMON having entered
into arrangements satisfactory to it with respect to financing
necessary to complete the tender offer, the consent solicitation
and the merger between DIMON and Standard, the simultaneous
closing of the merger and other customary conditions.

This announcement is for informational purposes only and is not an
offer to purchase, a solicitation of an offer to purchase or a
solicitation of consents with respect to any securities.  The
tender offer is being made solely pursuant to the terms of the
Offer to Purchase for Cash and Consent Solicitation Statement,
dated March 8, 2005, and the related Letter of Transmittal and
Consent (as they may be amended from time to time), and those
documents should be consulted for additional information regarding
delivery procedures and the terms and conditions of the tender
offer and the consent solicitation.

                        About the Company

DIMON Incorporated -- http://www.dimon.com/-- is the world's
second largest dealer of leaf tobacco with operations in more than
30 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2004,
Moody's Investors Service placed the ratings of Standard
Commercial Corporation and Dimon Incorporated under review with
direction uncertain, following the announcement by the two
companies of a definitive merger agreement.  The transaction
remains subject to shareholders and regulatory approvals.

Ratings placed under review with direction uncertain:

    * Standard Commercial Corporation

         -- Senior implied, at Ba3
         -- Senior unsecured, at Ba3
         -- Issuer rating, at B1

    * Standard Commercial Tobacco Company

         -- Bank Credit facility, at Ba3

    * Dimon Incorporated

         -- Senior guaranteed unsecured, at B1
         -- Issuer rating, at B2

Dimon and Standard Commercial have announced their intent to
merge. Under the terms of the agreement, Standard Commercial
common shareholders would receive three shares of Dimon common
stock per each share of Standard Commercial common stock, making
Dimon the surviving entity. The merged company should have
proforma annual revenue of approximately $1.9 billion, based on
combined results for the twelve months ended June 30, 2004.

The direction of the review reflects uncertainty on the final
level of the senior implied rating of the new entity at conclusion
of the review. Moody's does not believe that it has sufficient
information at this stage to determine a higher likelihood for a
Ba3 senior implied rating than for a B1. The direction of the
review also reflects uncertainty about the ultimate structure of
the new company, whether this new structure will create structural
subordination of some debt, and whether -- as Dimon has indicated
it might be a possibility -- Dimon's debt will be tendered.


DOBSON COMMS: Defers Payment of Preferred Stock Dividends, Again
-----------------------------------------------------------------
Dobson Communications Corporation (NASDAQ:DCEL) will not declare
or pay the cash dividend due on April 15, 2005, on its outstanding
12-1/4% Senior Exchangeable Preferred Stock or the May 1, 2005,
cash dividend on its outstanding 13% Senior Exchangeable Preferred
Stock.  Unpaid dividends will accrue interest at the stated
dividend rates, compounded quarterly.  In addition, Dobson will
not declare or pay dividends due on April 15, 2005, on its
outstanding Series F Convertible Preferred Stock.  Unpaid
dividends on the Series F will accrue interest at 7%, compounded
semi-annually.

This is the second semi-annual deferral on dividends for the
Series F Convertible Preferred Stock.  Holders of this class of
preferred stock will have the right effective April 16, 2005 to
elect two new directors to Dobson's board of directors.

This is the third quarterly deferral on dividends for the 12-1/4%
and 13% Senior Exchangeable Preferred Stock.  Holders of each of
these two classes of preferred stock separately have the right to
elect two new directors to Dobson's board if dividends on their
respective class are in arrears and unpaid for four quarterly
dividend periods.

                        About the Company

Dobson Communications -- http://www.dobson.net/-- is a leading
provider of wireless phone services to rural markets in the United
States.  Headquartered in Oklahoma City, Dobson owns wireless
operations in 16 states.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 22, 2004,
Moody's Investors Service assigned a B2 rating to the proposed
first priority senior secured notes due 2011 and a B3 rating to
the second priority notes due 2012 being issued by Dobson Cellular
Systems, Inc., a subsidiary of Dobson Communications Corp. In
addition, Moody's downgraded Dobson Communications' senior implied
rating to Caa1 and its senior unsecured rating to Ca, among other
ratings actions. The ratings outlook remains negative.

Dobson Communications Corporation

   -- Senior implied rating downgraded to Caa1 from B2

   -- Issuer rating downgraded to Ca from Caa1

   -- $300 million 10.875% Senior Notes due 2010 downgraded to Ca
      from Caa1

   -- $594.5 million 8.875% Senior Notes due 2013 downgraded to Ca
      from Caa1

   -- 12.25% Senior Exchangeable Preferred Stock due 2008
      downgraded to C from Caa3

   -- 13% Senior Exchangeable Preferred Stock due 2009 downgraded
      to C from Caa3

American Cellular Corporation, (f.k.a. ACC Escrow Corp.)

   -- $900 million 10% Senior Notes due 2011 downgraded to Caa1
      from B3

Dobson Cellular Systems, Inc.

   -- $75 million (reduced from $150 million) senior secured
      revolving credit facility due 2008 affirmed at B1

   -- $550 million senior secured term loan due 2010 rating
      withdrawn

   -- $250 million (assumed proceeds) First Priority Fixed Rate
      Senior Secured Notes due 2011 assigned B2

   -- $250 million (assumed proceeds) First Priority Floating Rate
      Senior Secured Notes due 2011 assigned B2

   -- $200 million (assumed proceeds) Second Priority Senior
      Secured Notes due 2012 assigned B3

The downgrade of the senior implied rating to Caa1 reflects the
much weaker than expected cash flow in 2004 and beyond for the
Dobson Communications family and the resulting negative
consolidated free cash flows of the company.  Further, the
downgrade reflects the expectation that, absent material
improvement in cash flow generation from the Dobson Cellular
subsidiary, Dobson Communications' capital structure is
unsustainable.




E*TRADE ABS: Moody's Junks $5M Securities & $12.5M Pref. Shares
---------------------------------------------------------------
Moody's Investors Service downgraded these classes of securities
issued by E*TRADE ABS CDO I, LTD., which were on watch for
possible downgrade:

   (1) U.S. $25,000,000 Class B Third Priority Senior Secured
       Floating Rate Notes Due 2037 from Aa2 to A1;

   (2) U.S. $9,500,000 Class C-1 Mezzanine Secured Floating Rate
       Notes Due 2037 from Baa3 to B3;

   (3) U.S. $3,400,000 Class C-2 Mezzanine Secured Fixed Rate
       Notes Due 2037 from Baa3 to B3;

   (4) U.S. $12,500,000 Preference Shares from B3 to Ca; and

   (5) U.S. $5,000,000 Composite Securities from B1 to Caa2.

Each of the downgraded securities, other than the Preference
Shares, remain on watch for possible downgrade. The rating actions
are due to continued portfolio deterioration and par erosion.

Rating Action Details:

Issuer: E*TRADE ABS CDO I, LTD.
Tranche Description: U.S. $25,000,000 Class B Third Priority
                     Senior Secured Floating Rate Noted Due 2037

   * Prior Rating: Aa2 on watch for downgrade
   * Current Rating: A1 on watch for downgrade

Tranche Description: U.S. $9,500,000 Class C-1 Mezzanine Secured
                     Floating Rate Notes Due 2037

   * Prior Rating: Baa3 on watch for downgrade
   * Current Rating: B3 on watch for downgrade

Tranche Description: U.S. $3,400,000 Class C-2 Mezzanine Secured
                     Fixed Rate Notes Due 2037

   * Prior Rating: Baa3 on watch for downgrade
   * Current Rating: B3 on watch for downgrade

Tranche Description: U.S. $12,500,000 Class Preference Shares

   * Prior Rating: B3 on watch for downgrade
   * Current Rating: Ca

Tranche Description: U.S. $5,000,000 Composite Securities

   * Prior Rating: B1 on watch for downgrade
   * Current Rating: Caa2 on watch for downgrade


ENRON CORP: Wants Court to Nix Long-Term Revolver Claims
--------------------------------------------------------
As part of their claims reconciliation process, Enron Corp. and
its reorganized affiliates object to claims based on a Long-Term
Revolving Credit Agreement with Citibank and seek alternative
forms of relief with respect to those claims.

                       Long-Term Revolver

On May 18, 2000, Enron, as borrower, entered into the Long-Term
Revolver with Citibank, N.A. as paying agent, Citibank and The
Chase Manhattan Bank as co-administrative agents, and a syndicate
of bank lenders.  The Lenders agreed to lend Enron up to
$1,250,000,000.  By October 25, 2001, Enron drew down the entire
amount of the Long-Term Revolver.

The Long-Term Revolver was an unsecured obligation of Enron.
Enron posted no security or collateral for its obligations under
the Long-Term Revolver.

                   Agent Long-Term Revolver Claim

Citibank, on October 15, 2002, filed Claim No. 14179 on the
Lenders' behalf, asserting liquidated and unliquidated amounts
under the Long-Term Revolver.  The liquidated portion of the
Claim consists of:

    -- $1,250,000,000 in principal outstanding as of the Petition
       Date; and

    -- $3,196,000 in accrued and unpaid interest as of the
       Petition Date.

The unliquidated portion asserts claims for amounts that
allegedly were incapable of final determination as of the filing
of the Claim, including:

    -- costs and expenses for collecting amounts due or enforcing
       or protecting rights and remedies under the Long-Term
       Revolver;

    -- contract damages for unspecified breaches of
       representations, warranties and covenants under the Long-
       Term Revolver; and

    -- the continuing accrual of interest after the Petition Date
       in respect of the amounts borrowed under the Long-Term
       Revolver.

Citibank further asserts that the Agent Long-Term Revolver Claim
may be secured with respect to specific Lenders to the extent
that a particular Lender has set-off rights against Enron's funds
on deposit with the Lender or other amounts owed to Enron as of
the Petition Date.  Citibank however fails to identify any
Lender, including itself, with a set-off right or the amount that
any Lender may be holding subject to a set-off right, Andrew M.
Troop, Esq., at Weil, Gotshal & Manges LLP, in New York, states.

                        Related Stipulations

After the filing of the Agent Long-Term Revolver Claim, Enron
entered into two stipulations that resolved the claims of certain
Lenders that were included in the Agent Long-Term Revolver Claim:

    -- On April 25, 2003, the Court approved a stipulation between
       Enron and Standard Chartered Bank, which granted Standard a
       $10,416,667 allowed general unsecured claim against Enron
       for the principal amount Standard loaned Enron under the
       Long-Term Revolver.

    -- On December 16, 2004, the Court approved an Amended
       Stipulation, pursuant to which DK Acquisition Partners, LP,
       Kensington International Ltd., Rushmore Capital II LLC,
       Springfield Associates LLC and Caylon New York Branch were
       deemed to have filed separate claims asserting unsecured
       claims for each of their interest in the Long-Term
       Revolver.  Accordingly, because the aggregate amount of DK
       Acquisition, et al.'s Claims has been liquidated to
       $598,773,254, the Agent Long-Term Revolver Claim has been
       liquidated to $654,422,746.

                 Long-Term Revolver Claim Categories

The Reorganized Debtors grouped the claims held by individual
Lenders under the Agent Long-Term Revolver Claim and claims held
by the Moving Creditors into two categories based on whether a
particular Lender is a Mega-Lender.

The first category consists of Challenged Revolver Claims:

    Claimant                           Claim No.    Claim Amount
    --------                           ---------    ------------
    DK Acquisition Partners, LP          99037        $5,012,784
    Rushmore Capital II, LLC             99040         4,511,506
    Rushmore Capital II, LLC             99041        27,152,580
    Rushmore Capital II, LLC             99042         2,757,031
    Rushmore Capital II, LLC             99043        10,025,568
    Rushmore Capital II, LLC             99044        22,139,796
    Citibank                             14179       226,317,402
                                                    ------------
                                                    $297,916,667

The second category consists of Non-Challenged Revolver Debt
Claims:

    Claimant                           Claim No.    Claim Amount
    --------                           ---------    ------------
    DK Acquisition Partners, LP          99036       $86,554,070
    Kensington International Ltd.        99038       189,780,225
    Rushmore Capital II, LLC             99039        60,153,409
    Springfield Associates, LLC          99045       153,090,038
    Calyon New York Branch               99046        37,596,248
    Standard Chartered Bank              20065        10,416,667
    Citibank                             14179       417,688,677
                                                    ------------
                                                    $955,279,333

According to Mr. Troop, the Reorganized Debtors do not dispute
Citibank's calculation of the principal balance and accrued and
unpaid interest outstanding under the Long-Term Revolver as of
the Petition Date.

The Reorganized Debtors however dispute:

    -- the claim of any holder of a Long-Term Revolver Claim to
       postpetition interest, fees, charges, attorneys' fees, and
       the like as asserted in the Agent Long-Term Revolver Claim;

    -- any additional claim of any holder of a Long-Term Revolver
       Claim for breaches of representations and warranties under
       the Long-Term Revolver; and

    -- any claim by a Lender to a set-off right.

Moreover, the Reorganized Debtors continue to dispute the right
of any lender to receive any distributions pending resolution of
the Debtors' adversary proceeding against certain lenders for the
return of preferential and fraudulent transfers, equitable
subordination and damages.

                   Reorganized Debtors' Objection

Accordingly, the Reorganized Debtors ask the Court to:

    a. disallow the Long-Term Revolver Claims to the extent they
       assert claims for:

          * costs and expenses for collecting amounts due or
            enforcing or protecting rights and remedies under the
            Long-Term Revolver;

          * contract damages for unspecified breaches of
            representations, warranties and covenants under the
            Long-Term Revolver; and

          * the continuing accrual of interest after the Petition
            Date in respect of the amounts borrowed under the
            Long-Term Revolver;

    b. reclassify the Long-Term Revolver Claims as general
       unsecured claims;

    c. defer any decision with respect to the validity and amount
       of the Challenged Revolver Claims, pending a further ruling
       by the Court setting an objection deadline with respect to
       the claims of the Mega-Defendants; and

    d. allow the Non-Challenged Revolver Claims as general
       unsecured claims under Class 4 of the Plan, which includes
       principal and interest as of the Petition Date.

Enron will reflect in its claims registry and assign a claim
number to that portion of the Agent Long-Term Revolver Claim that
is not held by a Mega-Lender so that distributions on the Allowed
Non-Challenged Revolver Claims may commence prior to resolution
of the Mega-Complaint.

Mr. Troop notes that Section 502(b)(2) of the Bankruptcy Code
provides unequivocally that claims for "unmatured interest"
cannot be allowed.

Since the Long-Term Revolver was an unsecured obligation of
Enron, Mr. Troop states that the Lenders are not entitled to a
claim for any interest accruing after the Petition Date.

Similarly, Mr. Troop continues, the Long-Term Revolver Claims
must be disallowed to the extent they assert an unliquidated
claim for other costs and expenses of collection, including legal
fees and expenses.

The Long-Term Revolver Claims must be reclassified as general
unsecured claims in all respects because there is no basis to
sustain any portion of any claim based on the Long-Term Revolver
as a secured claim based on any set-off right, Mr. Troop
explains.

The viability and amount of any claim asserted by a Mega-
Defendant depends, at least in part, on the resolution of the
Mega-Complaint, Mr. Troop says.

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

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


ENVIRONMENTAL TRUST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: The Environmental Trust, Inc.,
        A Non-Profit Public Benefit Corporation
        4669 Murphy Canyon Road, Suite 201
        San Diego, California 92123

Bankruptcy Case No.: 05-02321

Chapter 11 Petition Date: March 23, 2005

Court: Southern District of California (San Diego)

Debtor's Counsel: Michael D. Breslauer, Esq.
                  Solomon Ward Seidenwurm & Smith, LLP
                  401 B Street, Suite 1200
                  San Diego, California 92101

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Ryland Homes of CA, Inc.                      $297,397
5740 Fleet Street #200,
Carlsbad, CA 92008

Oceanside Properties, LLC                      $64,180
24361 El Toro Road #100
Laguna Woods, CA 92653

Calavera Hills, LLC                            $49,783
2727 Hoover Ave.
National City, CA 91950

Lyons Realty West, LLC                         $30,000

Army Corps of Engrs                            $18,381

Fire Prevention Services                       $12,399

The San Diego Foundation                       $10,989

Earthspan                                       $9,430

Taylor Woodrow Homes                            $8,057

American Express                                $7,747

Pronatura                                       $6,800

Santa Fe Irrigation District                    $5,994

City of Chula Vista                             $4,910

Lin Investment Trust                            $4,030
c/o Euston Homes

City of Carlsbad                                $3,059

Dakota Ranch Partners                           $2,807

Don Hunsaker II                                 $2,715

Leaf & Cole                                     $2,215

Rilington Rancho Pacifica 22, LLC               $1,924

Greystone Homes, Inc                            $1,832


EXIDE TECH: Soros Buys $5M Convertible Notes & $15M Sr. Notes
-------------------------------------------------------------
On March 15, 2005, Soros Fund Management LLC, for the account of
Quantum Partners, agreed to purchase $5,000,000 in Floating Rate
Convertible Senior Subordinated Notes, due 2013, from Exide
Technologies.  These Convertible Notes purchased for the account
of Quantum Partners can be converted into Shares at $17.37 per
share for an aggregate of 287,852 Shares.

Soros, for the account of Quantum Partners, also agreed to
purchase $15,000,000 in 10-1/2% senior notes, due 2013 and
secured by a junior lien on Exide's assets, from Exide.

The notes were offered and sold by Exide pursuant to Rule 144A
under the Securities Act of 1933, as amended.

                 Soros Increases Equity Stake

As of March 17, 2005, Soros Fund and George Soros may be deemed
to beneficially own 1,810,152 shares of Exide common stock held
for the account of Quantum Partners.  The shares beneficially
owned consist of:

     (i) 1,522,300 Shares; and

    (ii) 287,852 Shares issuable upon conversion of the
         Convertible Notes.

The shares represent 7.3% of the total Exide shares issued and
outstanding.

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.


FAIRFAX FINANCIAL: TIG Note Repayment Deferred to June 30, 2006
---------------------------------------------------------------
Fairfax Financial Holdings Limited (TSX:FFH.SV)(NYSE:FFH) has
received regulatory approval to extend the maturity date of the
$100 million Note payable by Fairfax to TIG Insurance Company from
June 30, 2005 to June 30, 2006.

Fairfax Financial Holdings Limited is a financial services holding
company, which, through its subsidiaries, is engaged in property
and casualty insurance and reinsurance, investment management and
insurance claims management.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 3, 2005,
Fitch Ratings published a detailed report on Fairfax Financial
Holdings Limited.  Currently, Fairfax's 'B+' senior debt rating,
as well as the ratings of its insurance affiliates is under review
with negative implications.

These have a Negative Rating Watch by Fitch:

   Fairfax Financial Holdings Limited

          -- No action on long-term issuer 'B+';
          -- No action on senior debt 'B+'.

   Crum & Forster Holdings Corp.

          -- No action on senior debt 'B'.

   TIG Holdings, Inc.

     -- No action on senior debt 'B';
     -- No action on trust preferred 'CCC+'.

The members of the Fairfax Primary Insurance Group:

     Crum & Forster Insurance Co.
     Crum & Forster Underwriters of Ohio
     Crum & Forster Indemnity Co.
     Industrial County Mutual Insurance Co.
     The North River Insurance Co.
     United States Fire Insurance Co.

   Zenith Insurance Co. (Canada)

     -- No action on insurer financial strength 'BBB-'.

The members of the Odyssey Re Group:

     Odyssey America Reinsurance Corp.

     Odyssey Reinsurance Corp.

     -- No action on insurer financial strength 'BBB+'.

Members of the Northbridge Financial Insurance Group:

     Commonwealth Insurance Co.
     Commonwealth Insurance Co. of America
     Federated Insurance Co. of Canada
     Lombard General Insurance Co. of Canada
     Lombard Insurance Co.

   Markel Insurance Co. of Canada

     -- No action on insurer financial strength 'BBB-'.

The members of the TIG Insurance Group:

     Fairmont Insurance Company
     TIG American Specialty Insurance Company
     TIG Indemnity Company
     TIG Insurance Company
     TIG Insurance Company of Colorado
     TIG Insurance Company of New York
     TIG Insurance Company of Texas
     TIG Insurance Corporation of America
     TIG Lloyds Insurance Company

   TIG Specialty Insurance Company

     -- No action on insurer financial strength 'BB+';

     Ranger Insurance Co.

     -- No action on insurer financial strength 'BBB-'.


FEDERAL-MOGUL: Proposes to Settle $183MM of CCR Claims for $29MM
----------------------------------------------------------------
Federal-Mogul Corp. is asking the U.S. Bankruptcy Court for the
District of Delaware to approve a deal that will settle $183
million of asbestos-related personal injury claims with the Center
for Claims Resolution for $29 million.  Federal-Mogul was a CCR
participant prior to 2001.  The settlement agreement resolves all
litigation among Federal-Mogul, the CCR, and Safeco Insurance Co.
of America, Travelers Casualty and Surety Co. of America, National
Fire Insurance Co. of Hartford and Continental Casualty Co.  The
insurance companies underwrote $250 million of surety bonds that
guaranteed Federal-Mogul's obligations to the CCR.  The Sureties
will pay the $29 million (Safeco, 30%; Travelers, 40%, and the two
others, 30%) and Federal-Mogul will reimburse the Sureties over
time.

Judge Fitzgerald approved a separate settlement agreement with the
Insurers underpinning this agreement with the CCR at a hearing on
March 16, 2005.  A detailed review of that settlement pact was
reported in the Troubled Company Reporter on March 9, 2005.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed $10.15
billion in assets and $8.86 billion in liabilities.  At Dec. 31,
2004, Federal-Mogul's balance sheet showed a $1.925 billion
stockholders' deficit.


FLEMING COMPANIES: Core-Mark Prepares to Register Stock & Warrants
------------------------------------------------------------------
Core-Mark Holding Company, Inc. (Pink Sheets: CMRK), one of the
largest North American distributors to the convenience retail
industry, announced its plans to file a Registration Statement on
Form 10 with the Securities and Exchange Commission in the second
quarter of 2005, subject to completion of the audit of the
Company's historical financial statements.

The Company recently engaged a "Big Four" independent public
accounting firm to audit the Company's consolidated financial
statements for the periods on and after August 23, 2004.  The
Company is working with this new firm on the audits, which involve
various complex accounting principles.  Core-Mark emerged from
bankruptcy as a stand-alone company upon adoption of the Fleming
Companies, Inc., Plan of Reorganization on August 23, 2004.  As a
result of the Fleming bankruptcy and in accordance with the
Plan, significant accounting principles were implemented
including, "push down," "impairment," "carve out" and "fresh
start".  "Push down" accounting requires that the financial
statements of a subsidiary reflect the parent company's basis of
the assets and liabilities in the subsidiary after the
acquisition.  Core-Mark's consolidated financial statements
reflect the results of "push-down" accounting treatment of its
acquisition by the Fleming Companies in 2002.  Due to the Fleming
bankruptcy, "impairments" arose under SFAS 142 and SFAS 144.
"Impairments" occur when goodwill, intangibles and other long-
lived assets are found to no longer have values at or greater than
their book values. Core-Mark's consolidated financial statements
are also reported on a "carve out" basis to reflect its
performance on a stand alone basis from Fleming for the periods
from acquisition to the emergence.  Pursuant to the "fresh-start"
accounting principles, a new reporting entity is created and the
recorded assets and liabilities are adjusted to reflect their
estimated fair value at the time of the emergence from bankruptcy.

The timing of completion of the audits of Core-Mark's consolidated
financial statements for the periods ended August 23, 2004, and
December 31, 2004, depends upon the final determination of the
application of these accounting principles.

The shares of Core-Mark common stock and the Class 6(b) warrants
are being distributed to Fleming's unsecured creditors in
accordance with the Plan of Reorganization.

Core-Mark expects to apply for the listing of its common stock on
the Nasdaq National Market concurrent with the filing of the
Registration Statement on Form 10 with the SEC.  No securities are
being offered to the public as part of the registration statement.

                        About Core-Mark

Core-Mark is one of the largest broad-line, full-service wholesale
distributor of packaged consumer products to the convenience
retail industry in North America.  Founded in 1888, the Core-Mark
provides distribution and logistics services as well as marketing
programs to over 18,000 retail locations in 37 states and five
Canadian provinces through 23 distribution centers. Core-Mark
services traditional convenience retailers, grocers, mass
merchandisers, drug, liquor and specialty stores, and other stores
that carry consumer packaged goods.  For more information, visit
http://www.core-mark.com/

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- was the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Judge Walrath confirmed Fleming's Third Amended Plan
on July 26, 2004, under which Core-Mark Holding Company, Inc.,
emerged as a rehabilitated company owned by Fleming's unsecured
creditors on August 23, 2004.  Richard L. Wynne, Esq., Bennett L.
Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,220,500,000 in assets and $3,547,900,000
in liabilities.


GARDEN RIDGE: Disclosure Statement Hearing in Wilmington Tomorrow
-----------------------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates will ask the
Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for the
District of Delaware to put his stamp of approval on a Disclosure
Statement explaining their Joint Plan of Reorganization at a
hearing tomorrow, Mar. 29, 2005, in Wilmington.  As previously
reported in the Troubled Company Reporter on March 3, 2005, Garden
Ridge has proposed a chapter 11 plan that will transfer control of
the deleveraged and reorganized company to unsecured creditors.

Home Textiles Today reported last week that the Disclosure
Statement Hearing is prefaced by positive financial news: Garden
Ridge reported a 6% increase in February comparable store sales
and an 8% increase in its gross margin.  Additionally, the Company
indicated, operating results and EBITDA exceeded management's
February forecasts.

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
debts and assets of over $100 million.


GRAPHIC PACKAGING: S&P Revises Outlook on Low-B Ratings to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Marietta, Georgia-based Graphic Packaging International Inc. to
stable from positive.  The corporate credit and bank loan ratings
were affirmed at 'B+', and the senior unsecured and subordinated
debt ratings were affirmed at 'B-'.

"The outlook revision reflects our assessment that despite
prospects for additional debt reduction in 2005, higher costs will
continue to pressure Graphic Packaging's earnings more than
originally expected and prevent sufficient improvement in the
company's credit measures to support a higher rating over the next
year or two," said Standard & Poor's credit analyst Pamela Rice.

The company did reduce debt by $130 million in 2004 to
$2.04 billion, including capitalized operating leases,
strengthening debt to EBITDA to 5.2x, from about 5.8x at the end
of 2003 on a pro forma basis.  However, higher fiber, chemical,
energy, and freight costs reduced operating margins (before
depreciation and amortization) to about 16% in 2004, from 18% on a
pro forma 2003 basis.  Although Graphic Packaging is able to pass
through some cost increases with a lag and continues to
aggressively reduce costs, it is generally unable to fully recover
these costs through price increases because of competitive pricing
pressures, particularly in folding cartons, and the nature of its
beverage contracts.

The ratings on Graphic Packaging reflect its very aggressive
capital structure, cost pressures, limited product diversity,
oversupplied and highly competitive paperboard and packaging
markets, and the risk of substitution from competing substrates.
The ratings also reflect the company's attractive operating
margins, a value-added product mix, and relatively stable earnings
and cash flow.

Graphic Packaging manufactures paperboard and folding cartons used
in beverage and consumer products packaging as well as packaging
machines that are leased to beverage manufacturers.  Products
include coated unbleached kraft and coated recycled paperboard,
most of which is used internally to produce beverage carriers or
folding cartons for food, household goods, and other consumer
products.


GSAA HOME: Moody's Assigns Ba1 Rating to Class B-4 Certificates
---------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by GSAA Home Equity Trust 2005-2.  In
addition, ratings ranging from Aa1 to Ba1 were assigned to
subordinate certificates issued in the deal.

The securitization is backed by New Century originated hybrid
adjustable-rate sub-prime mortgage loans.  All loans in this
securitization include an interest only payment option effective
during the fixed rate period for the mortgage.  The ratings are
based primarily on the credit quality of the loans, past
performance of collateral from this originator, and on the
protection from subordination, overcollateralization, and excess
spread.  The credit enhancement requirements reflect some benefit
for due diligence performed on the collateral.

Countrywide Home Loans Servicing LP will service the loans.
Moody's has assigned its top servicer quality rating to
Countrywide for primary servicing of sub-prime loans.


The Complete Rating Actions Are:

Issuer:     GSAA Home Equity Trust 2005-2
Securities: Asset-Backed Certificates, Series 2005-2

   * Class 1A1, rated Aaa
   * Class 1A2, rated Aaa
   * Class 2A1, rated Aaa
   * Class 2A2, rated Aaa
   * Class 2A3, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A1
   * Class M-5, rated A2
   * Class M-6, rated A3
   * Class B-1, rated Baa1
   * Class B-2, rated Baa2
   * Class B-3, rated Baa3
   * Class B-4, rated Ba1


HALIFAX REGIONAL: Moody's Chips $24M Bond Rating to Ba1 from Baa3
-----------------------------------------------------------------
Moody's Investors Service has downgraded Halifax Regional Medical
Center's bond rating to Ba1 from Baa3.  The rating remains on
Watchlist for possible downgrade.  The rating action affects
$24 million in outstanding Series 1998 Bonds issued through the
North Carolina Medical Care Commission.

Halifax's rating was lowered to Baa3 from Baa2 and placed on
Watchlist for downgrade on February 1, 2005 upon receipt and
initial review of FY2004 financial statements and interim
statements through the end of December 2004.  The current rating
action has been taken after discussions with management and review
of interim financial statements through the 5-month period ending
February 28, 2005.

The rating action reflects further weakening of Halifax's
liquidity position, despite improved operating performance and
reductions in accounts receivable days.  However, if cash does not
stabilize over the next few months and operating improvements are
not maintained, the rating is likely to be lowered.

Credit strengths are:

   * Recent management action to reverse operating losses by
     reducing operating expenses appear to be making headway
     toward balancing operating performance and improving cash
     flow

   * Limited competition in service area

Credit challenges are:

   * Sharp declines in unrestricted cash continue, driven by thin
     but improved operating performance and accounts receivable
     challenges stemming from an information systems conversion

   * Economically challenged service area demonstrated by high
     reliance on Medicare and Medicaid

   * Reliance on small portion of medical staff for nearly half of
     admissions leaves volumes somewhat vulnerable to fluctuation

               Sharp Declines In Liquidity Continue,
       Although Some Progress Made On Accounts Receivable.

Moody's concern for Halifax's liquidity position is a primary
driver of the rating downgrade and Watchlist for further possible
downgrade.  Unrestricted cash has fallen dramatically from over
$17 million (99 days) at the end of FY2003 to $9.8 million
(53 days) at the end of FY2004 to just $5.9 million (31 days) at
the end of February, 2005.

An operating loss of $4.4 million in FY 2004, combined with a
rapid rise in accounts receivable days (from 57 days at the end of
FY2003 to 81 days at the end of February) contributed to the
decline.

At the end of calendar 2004, Halifax began to experience a rapid
increase in receivables due to an information systems conversion,
which brought days in accounts receivable to over 94 days in
January of 2005.  Management has expressed confidence that these
levels will return to the 60-70 day range by the end of the fiscal
year and has lowered days to 80 at the end of February.  However,
unrestricted cash has not grown accordingly and has continued to
decline in recent months as debt service payments and other large
expenses came due over the last month.  Moody's believes Halifax
will face substantial challenges in rebuilding liquidity as
capital spending, pension contributions and operating pressures
continue, but expects some increase over the remainder of the
fiscal year from current levels.

         Operating Performance Disappointing In Fy2004,
            But Has Strengthened Year-To-Date Fy2005

Halifax generated an unexpectedly large operating deficit in
FY2004 (-6.5% operating margin), caused by a rapid increase in bad
debt and continued expense pressures from an under funded pension
plan.  Bad debt grew 23 percent year-over-year in FY2004, driven
by growth in self-pay business, difficulty collecting co-pays and
deductibles, and assumption of an emergency department physician
group with a high level of bad debt expense.  Management efforts
to improve operating performance focus heavily on expenses
controls and reductions.  Halifax's defined benefit pension plan
has been frozen as of May 1, 2005, which should reduce expense and
cash needs modestly in FY2005 and more significantly in FY2006.
Through the end of February, 2005, operating performance has
improved substantially with an operating deficit of -0.5% compared
to -6.9% during the same period last year.

Over the long-term, Halifax is likely to face ongoing challenges
stemming from poor demographics and a weak economy in its service
area.  Halifax and Northampton counties (combined population
80,000) comprise a primary service area characterized by higher
than average unemployment, below average wealth levels, and no
population growth as economic development efforts to replace the
textile and paper industries have been relatively unsuccessful.

The population is aging, reflected in the growing share of
Medicare payments (56%) as a portion of Halifax's revenues.
Medicaid accounts for an additional 20% of revenue.  The service
area also presents some physician recruitment challenges, although
Halifax has successfully recruited several surgeons over the
course of the last year in order to replace retirees and expand
staff.  Nearly 50% of admissions are generated by ten physicians.

That Medicare and Medicaid are the source of 76% of gross revenue
highlights Halifax's inability to leverage its strong 60% market
share into positive operating performance.  Efforts to be
reclassified as a Rural Referral Center in lieu of Sole Community
Provider designation (which could yield as much as $5 million
annually) so far remain unsuccessful.  In addition,
disproportionate share add-ons are under pressure of state
budgetary constraints, but have benefited Halifax in recent years.

Outlook:

The rating remains on Watchlist for possible downgrade.  Moody's
believes that Halifax may continue to face significant challenges
improving operating performance and rebuilding unrestricted
liquidity given a weak service area and high reliance on Medicare
and Medicaid.  If Halifax is not able to reverse operating losses
and rebuild liquidity, the rating would likely be lowered.

Key Facts: (Based on audited September 30, 2004 financial results;
investment return normalized at 6%)

   -- Admissions: 7,775

   -- Total operating revenue: $67.6 million

   -- Net revenue available for debt service: $3.2 million

   -- Total unrestricted cash: $9.8 million ($5.9 million as of
      February 2005)

   -- Total debt outstanding: $24.2 million

   -- Operating cash flow margin: 2.6%

   -- Cash-to-debt: 40.5% (21.4% as of February 2005)

   -- Debt-to-cash flow: 12.8 times

   -- Days cash on hand: 53 days (31 days as of February 2005)

   -- Maximum annual debt service coverage with actual investment
      income as reported for obligated group: 1.29 times

   -- Moody's adjusted maximum annual debt service coverage with
      investment income normalized at 6%: 1.08 times


HAWAIIAN AIRLINES: Showdown With Pilots in Bankr. Court Tomorrow
----------------------------------------------------------------
Members of the Air Line Pilots Association International voted 144
to 122 to reject a proposal for a new two-year contract with
Hawaiian Airlines that would tinker with retirement and disability
benefits and raise medical insurance premiums.  The carrier will
head to Bankruptcy Court tomorrow, Tues., Mar. 29, to ask a judge
to impose that new contract on ALPA members.  The carrier filed
its motion papers asking for authority to impose new contract
terms in January.

Kirk McBride, chairman of ALPA's master executive committee, told
Rick Daysog at the Star Bulletin that members were outraged by $7
million of management bonuses that were paid out last year with
approval from Bankruptcy Judge Robert Faris.  "In general, there
was a perception that interaction with management at Hawaiian does
not provide for constructive problem solving and smooth employee
relations," Mr. McBride said.

Hawaiian Trustee Joshua Gotbaum told Mr. Daysog he was
disappointed that union members rejected the contract, which he
said was better than any proposal made by the airline to its
pilots in the past two years.  Mr. Gotbaum said the contract would
have made Hawaiian's pilots among the best paid in the industry
and would have kept the pilots' pension plan intact for the next
seven years.

Hawaiian Airlines has already struck new labor agreements with the
International Association of Machinists, the Transport Workers
Union, the Network Engineering Group and the Association of Flight
Attendants.  The Bankruptcy Court confirmed Hawaiian Airlines
Inc.'s plan of reorganization, on Thursday, March 10, 2005.  The
Company hopes to emerge from chapter 11 by next month.  A new
labor contract with the Pilots is a condition to the Plan taking
effect.

On March 21, 2003, Hawaiian Airlines, Inc., filed a voluntary
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Hawaii (Case No. 03-00827).  Joshua Gotbaum serves as the chapter
11 trustee for Hawaiian Airlines, Inc.  Mr. Gotbaum is represented
by Tom E. Roesser, Esq., and Katherine G. Leonard, Esq., at
Carlsmith Ball LLP and Bruce Bennett, Esq., Sidney P. Levinson,
Esq., Joshua D. Morse, Esq., and John L. Jones, II, Esq., at
Hennigan, Bennett & Dorman LLP.


HAYES LEMMERZ: Will Discuss 2004 Year-End Financials on April 15
----------------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ), will host a
telephone conference call to discuss the Company's fiscal year
2004 year-end financial results on Friday, April 15, 2005 at 9:30
a.m. (ET).

To participate by phone, please dial 10 minutes prior to the
call:

      (800) 399-3882 from the United States and Canada
      (706) 634-4552 from outside the United States

Callers should ask to be connected to Hayes Lemmerz earnings
conference call, Conference ID#3684906.

The conference call will be accompanied by a slide
presentation, which can be accessed that morning through the
Company's web site, in the Investor Kit presentations section at
http://www.hayes-lemmerz.com/investor_kit/html/presentations.html

A replay of the call will be available from 12:00 Noon (ET),
April 15, 2005 until 11:59 p.m. (ET), April 22, 2005, by calling
(800) 642-1687 (within the United States and Canada) or (706)
645-9291 (for international calls).  Please refer to Conference
ID#3684906.

An audio replay of the call is expected to be available on
the Company's website beginning 48 hours after completion of the
call.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Del. Case No. 01-11490) and emerged in
June 2003.  Eric Ivester, Esq., and Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meager & Flom represent the Debtors.

                          *     *     *

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

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

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

These specific rating actions were taken by Moody's:

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

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

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

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

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

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

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


HAYES LEMMERZ: Bares Strategic Actions to Fuel Long-Term Growth
---------------------------------------------------------------
Hayes Lemmerz International, Inc. (NASDAQ:HAYZ), disclosed
strategic actions designed to fuel long-term growth, support its
international expansion, strengthen its competitive capabilities
and improve its financial profile.  The actions reflect the
Company's ongoing commitment to grow as a low-cost global
automotive supplier through outstanding customer satisfaction.

"The Company is committed to improving profitability over
the long term for our shareholders and today's announcements are
integral to fulfilling this plan," said Curtis Clawson,
President, Chief Executive Officer and Chairman of the Board of
Hayes Lemmerz.  "This past year, we have continued to
aggressively implement our strategy of growing in low-cost
countries to serve our customers as they continue to expand in
markets outside of the U.S. and Western Europe.  By focusing on
customer service, in both new and established markets, and by
implementing the strategic decisions announced today, we believe
that the Company will build value for our shareholders."

The Company disclosed plans to:

      * Issue approximately $150 million of Euro denominated,
        senior unsecured notes in a private placement, as
        described in a press release issued earlier today;

      * Establish an accounts receivable securitization program to
        finance the U.S. equivalent of up to $25 million of the
        Company's international accounts receivable; and

      * Close its aluminum wheel manufacturing facility in La
        Mirada, California and transfer the production at this
        facility to the Company's Huntington, Indiana facility.

The Company also reported updated guidance for fiscal year
2004 and updated its outlook for fiscal year 2005.

Specific details of the announcements include:

                      Senior Notes Offering

The Company intends to offer approximately $150 million of
Euro denominated, senior unsecured notes.  The notes offering
will be contingent upon obtaining the amendment to the Credit
Agreement.

                 International Accounts Receivable
                      Securitization Program

In order to accelerate cash flow and enhance liquidity in
international locations, the Company has received a commitment
from a European financial institution to establish an accounts
receivable securitization program to finance the U.S. equivalent
of up to $25 million of its international accounts receivable.
This program will complete the $100 million accounts receivable
program previously announced by the Company.  The program is
expected to be similar to the $75 million accounts receivable
securitization facility that the Company established in the U.S.
in December 2004. The Company noted that, although it expects to
finalize the securitization program in the first half of 2005,
there can be no assurance as to whether or when the program will
be completed.

                   Credit Agreement Amendment

The Company will seek the approval of the lenders under its
$450 million Senior Secured Term Loan and its $100 million Senior
Secured Revolving Credit Loan of an amendment to its Credit
Agreement to permit the Company to use approximately 50% of the
net proceeds from the proposed divestiture of its Commercial
Highway Hub and Drum business for capital expenditures; permit
the Company to offer the new senior unsecured notes and retain a
portion of the proceeds from the notes offering for working
capital purposes; and modify certain financial covenants
contained in the Credit Agreement.

The Company said that, although it expects approval of the
proposed amendment, no assurance can be given that the lenders
will approve the proposed amendment.

                        Ongoing Strategy

The Company reiterated its strategy of focusing on actions
to maximize shareholder value.  "Our long-term goal has always
been to maximize our shareholder value. We will continue to
pursue aggressive cost reductions, investments in the right
geographic markets, and focus our resources on our core strengths
where we have a competitive advantage.  And, we must always
consider other strategic options that will maximize long-term
value creation and be in the best interest of our shareholders,"
said Mr. Clawson.

Consistent with its long-term strategy, the Company
announced today that it intends to close its aluminum wheel
manufacturing facility in La Mirada, California, and transfer
that plant's production to the Company's facility in Huntington,
Indiana, which is located closer to its customers.  The La Mirada
facility currently employs approximately 120 people.

"Although we regret the impact this decision will have on
our La Mirada employees and their families, this closure will
better align our available capacity with the market, and make our
overall cost structure more competitive," said Mr. Clawson.

As previously reported, the Company is pursuing the sale of
its Commercial Highway Hub and Drum business. The Company may
also consider the divestiture of other non-core businesses.

The Company's capital expenditures for fiscal year 2004 and
fiscal year 2005 include significant investments in low-cost
countries, such as previously announced expansions in Mexico,
Turkey, Thailand, Brazil and the Czech Republic. By 2009, the
Company projects that over 60% of its aluminum wheel capacity
will be in low-cost countries. The Company also has other
projects under consideration, which will further capitalize on
this strategic advantage.

"We have a thriving international wheel business with a very
diverse customer base.  We are very proud of the great strides
taken by our international colleagues," said Mr. Clawson.

              Updated Guidance for Fiscal Year 2004
                 and Outlook for Fiscal Year 2005

The Company revised its guidance for fiscal year 2004, which
ended January 31, 2005.  The Company now expects to report total
Adjusted EBITDA of approximately $225 million and expects free-
cash flow to be about break-even.  The Company's previous revenue
guidance of approximately $2.2 billion and capital expenditure
guidance of approximately $154 million remain unchanged.

The revised guidance reflects lower U.S. production volumes;
valuation adjustments of certain non-production inventories;
higher than expected one-time costs associated with establishing
and testing its internal controls as required by the Sarbanes-
Oxley Act; costs related to the Company's implementation of SAP
throughout its U.S. operations, which is expected to result in
improved operational efficiency; and despite good overall
productivity for 2004, the Company had lower operating
efficiencies at two of its U.S. manufacturing facilities.

The Company also said that, as of January 31, 2005:

      * Amounts financed under its U.S. accounts receivable
        securitization facility were $57 million;

      * Total debt was approximately $645 million; and

      * Excluding letters of credit of approximately $19 million,
        the Company had no cash draws on its revolving line of
        credit.

The Company also revised its outlook for fiscal year 2005,
ending January 31, 2006.  The Company expects total revenue to be
approximately $2.3 billion to $2.4 billion and Adjusted EBITDA to
be approximately $220 million to $235 million, while free cash
flow is expected to be slightly negative.  The Company's
estimated Adjusted EBITDA is reduced from its prior guidance for
fiscal year 2005, primarily because of expected lower North
American customer production requirements in the first quarter of
the fiscal year.

The Company noted a number of positive factors that point to
a stronger second half of 2005 for the business.  These include
recent successful negotiations with major customers on steel
recovery costs; anticipated higher OEM volumes later in the year;
and the launch of significant new customer programs.

"While reduced North American OEM volumes have made 2004 a
challenging year for the Company and the industry, we firmly
believe that our focus on low-cost, high-growth markets
distinguishes us from our competitors," said Mr. Clawson.  "The
actions announced today are designed to fund our international
growth strategy without compromising our financial position. Our
international strategy has already proven to be very successful.
Recently, we acquired and are expanding an aluminum wheel
production facility in Mexico, launched a new joint venture in
Turkey and are expanding operations in Thailand, Brazil and
the Czech Republic. Each of these projects will better serve our
customers in the geographies where they are growing. There are
many more opportunities on the horizon and we look forward to
taking advantage of them in the months and years to come."

The Company will release its fiscal year 2004 financial
results on Friday, April 15, 2005, and host its conference call
at 9:30 a.m. (ET).

                 Hayes Lemmerz International, Inc.
               Revised Guidance as of March 3, 2005
               (In Millions, unless stated otherwise)

                          Revised FY 2004(1)   Revised FY 2005
                          ------------------   ---------------
Sales                       $2.2 billion    $2.3 - $2.4 billion

Earnings from operations          ~ $24           $0  - $ 35
    Depreciation & amortization   ~ 177           180 -  175
                                ----------       -----------
EBITDA                            ~ $201         $180 - $210
    Asset impairments/
     restructuring/other          ~   24           40 - 25
                                ----------       -----------
Adjusted EBITDA(2)                ~ $225         $220 - $235
                                ==========       ===========

Capital Expenditures              $154           ~ $145
   (including Mexican
   low-pressure facility)

Free Cash Flow                 break-even     slightly negative
                                   (with A/R Securitization)

(1) The Company's reported results of operations for fiscal year
     2004 will reflect a change in year end for its foreign
     subsidiaries to January 31. Historically, the Company's
     foreign subsidiaries have had a fiscal year end of December
     31 and the Company has reported on that 12-month period with
     respect to its foreign operations in its consolidated
     financial statements.

(2) EBITDA, a measure used by management to measure operating
     performance, is defined as earnings from operations plus
     depreciation and amortization. Adjusted EBITDA is defined as
     EBITDA further adjusted to exclude:

         (i) asset impairment losses and other restructuring
             charges;

        (ii) reorganization items; and

       (iii) other items.

     We reference these non-GAAP financial measures as a
     management group frequently in our decision making because
     they provide supplemental information that facilitates
     internal comparisons to historical operating performance of
     prior periods and external comparisons to competitors'
     historical operating performance. Institutional investors
     generally look to Adjusted EBITDA in measuring performance,
     among other things. We use Adjusted EBITDA to facilitate
     quantification of planned business activities and enhance
     subsequent follow-up with comparisons of actual to planned
     Adjusted EBITDA.  In addition, incentive compensation for
     management is based on Adjusted EBITDA.  Fiscal year 2004
     Adjusted EBITDA includes approximately $11-$12 million
     attributable to the Company's Commercial Highway Hub and Drum
     business.  We are disclosing these non-GAAP financial
     measures in order to provide transparency to investors.

     Adjusted EBITDA is not a recognized term under GAAP and does
     not purport to be an alternative to earnings from operations
     as an indicator of operating performance or to cash flows
     from operating activities as a measure of liquidity. Because
     not all companies use identical calculations, these
     presentations of Adjusted EBITDA may not be comparable to
     other similarly titled measures of other companies.

     Additionally, Adjusted EBITDA is not intended to be a measure
     of free cash flow for management's discretionary use, as it
     does not consider certain cash requirements such as interest
     payments, tax payments and debt service requirements.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Del. Case No. 01-11490) and emerged in
June 2003.  Eric Ivester, Esq., and Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meager & Flom represent the Debtors.

                         *     *     *

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

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

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

These specific rating actions were taken by Moody's:

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

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

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

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

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

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

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


HAYES LEMMERZ: Names Pieter Klinkers as Sales & Marketing VP
------------------------------------------------------------
Hayes Lemmerz International, Inc., has appointed Pieter Klinkers
to the position of Vice President of Sales and Marketing for the
Company's International Wheel Group, effective March 1, 2005.
Pieter replaces Marc Hendrickx who was recently appointed as Vice
President of the International Wheel Group's Aluminum Operations.
Mr. Klinkers will report directly to President Fred Bentley.

Mr. Pieter, 34, joins Hayes Lemmerz from Michelin's Wheel Group
where he has worked since 1997.  Mr. Pieter has served in a series
of senior level marketing and sales positions with Michelin, most
recently as Director of Sales and Marketing, based in Paris,
France.

Fluent in Dutch, English, German and French, Mr. Pieter holds a
Masters degree in Business Administration from Maastricht
University in the Netherlands.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Del. Case No. 01-11490) and emerged in
June 2003.  Eric Ivester, Esq., and Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meager & Flom represent the Debtors.

                         *     *     *

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

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

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

These specific rating actions were taken by Moody's:

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

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

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

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

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

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

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


HOST MARRIOTT: S&P Holds Low B-Ratings on Cert. Classes F & G
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
commercial mortgage pass-through certificates from Host Marriott
Pool Trust's series 1999-HMT.

The affirmations reflect the rebound of the pool's overall
operating performance in 2004 to levels comparable to those
when Standard & Poor's lowered its ratings on five classes from
this transaction in January 2003.  Net cash flow (NCF) for this
all-hotel portfolio increased 11% in 2004 from 2003.  In addition,
the loan is amortizing on a 20-year amortization schedule and has
paid down by 15% to $565.2 million since issuance.  The ratings
also reflect the sponsorship provided by Host Marriott Corp.
('B+'), as well as the brand name recognition afforded by Marriott
International Inc. ('BBB+'), Westin Hotels & Resorts (owned by
Starwood Hotels & Resorts Worldwide Inc.; 'BB+'), and Hyatt Corp.

This transaction comprises a single fixed-rate loan that was
initially secured by eight cross-collateralized and cross-
defaulted hotels including:

    * the New York Marriott Marquis;
    * the Drake Swissotel in Manhattan;
    * the San Francisco Airport Hyatt Regency;
    * the Chicago Swissotel;
    * the Cambridge Hyatt Regency;
    * the Reston Hyatt Regency;
    * the Boston Swissotel; and
    * the Atlanta Swissotel.

In 2003, the management of the Boston Swissotel was changed to the
Hyatt Regency brand, and management of the Atlanta Swissotel was
turned over to Westin Hotels & Resorts.  In addition, the borrower
has requested the release of the Drake Swissotel from the mortgage
pool.  In its place will be the Westfields Marriott Conference
Center in Chantilly, Va. and the Pentagon City Residence Inn in
Arlington, Va. The largest asset is the New York Marriott Marquis
(representing 41% of the pool's total NCF in 2004), which has seen
revenue per available room (RevPAR) rebound to its level at
ssuance.  The substitution of the Drake Swissotel with two hotels
from Virginia will reduce the portfolio's concentration risk to
New York City to 41% from 52% of the allocated loan balance of the
pool.  The properties in this portfolio are full-service,
business-oriented hotels located primarily in downtown central
business district locations.

Using results for the year ending Dec. 31, 2004 for the portfolio
post the release and substitution of the Drake Swissotel and
assuming a 6.0% increase in RevPAR for 2005, Standard & Poor's
adjusted the royalty fees, incentive management fees, marketing
and advertising expenses, and ground rent contained in the
borrower's net operating income (NOI), to arrive at a stabilized
NCF of $85.6 million.  Utilizing a blended capitalization rate of
10.88%, the loan-to-value (LTV) is estimated at 72% and the debt
service coverage ratio (DSCR) is 1.48x, based on a refinance rate
of 10.25%.  These levels compare to those at issuance (1999), when
the LTV was 66% and the DSCR was 1.58x.  While still down compared
to issuance, the operating performance for this portfolio of
hotels has improved during the past year (in 2004, overall
occupancy was 76.5%, ADR was $178.96, and RevPAR was $141.26; this
compares to 72.0%, $172.33, and $128.68, respectively, in 2003).

The loan agreement calls for the servicer, Wells Fargo Bank N.A.,
to withhold all excess cash in the event that the base profit for
any trailing 12-month period for the subject portfolio of hotels
falls below $96 million (the "cash trap").  The loan went into the
cash trap period as of July 3, 2002.  When triggered, all excess
cash flow after debt service and certain reserves is held as
additional collateral.  The release of the funds back to the
borrower is dependent on maintaining a base profit in excess of
$96 million for two consecutive quarters.  As of March 2005, $52.3
million had been set aside in an escrow account.

                         Ratings Affirmed

                      Host Marriott Pool Trust
           Commercial mortgage pass-thru certs series 1999-HMT

                         Class    Rating
                         -----    ------
                         A        AAA
                         C        A+
                         D        BBB+
                         E        BBB-
                         F        BB
                         G        B


INDEPENDENCE V: Fitch Rates $24.6 Million Preference Shares at BB-
------------------------------------------------------------------
Fitch Ratings affirms all classes of notes issued by Independence
V CDO, Ltd.  These affirmations are the result of Fitch's review
process and are effective immediately:

    -- $378,581,395 class A-1 floating-rate notes due 2039 at
       'AAA';

    -- $84,000,000 class A-2A floating-rate subordinate notes due
       2039 at 'AAA';

    -- $15,000,000 class A-2B floating-rate subordinate notes due
       2039 at 'AAA';

    -- $56,400,000 class B floating-rate subordinate notes due
       2039 at 'AA';

    -- $25,096,500 class C floating-rate subordinate notes due
       2039 at 'BBB';

    -- $19,100,000 series 1 preference shares at 'BB-';

    -- $5,500,000 series 2 preference shares at 'BB-'.

The ratings of the class A-1, A-2A, A-2B, and B notes address the
likelihood that investors will receive timely payments of
quarterly interest and the ultimate repayment of principal.  In
addition, the rating on the class A-2A notes addresses the timely
payment of monthly interest.  The rating of the class C notes
addresses the likelihood that investors will receive ultimate
payment of scheduled and compensating interest and the ultimate
repayment of principal.  The rating on the series 1 preference
shares addresses the ultimate payment of a 2% coupon and the
ultimate repayment of principal.  The rating on the series 2
preference shares addresses the ultimate payment of a 2% internal
rate of return -- IRR -- and the ultimate repayment of principal.
The principal and IRR of the series 2 preference shares is payable
in Euros and is dependent on a deliverable currency swap
transaction.

Independence V is a collateralized debt obligation -- CDO --
managed by Declaration Management & Research, LLC, which closed
Feb. 25, 2004.  Independence V is composed of approximately 80%
residential mortgage-backed securities -- RMBS, 10% commercial
mortgage-backed securities -- CMBS, 5% asset-backed securities --
ABS, and 5% CDOs.  Fitch discussed the current state of the
portfolio with Declaration and their portfolio management
strategy.

Since the effective date on June 24, 2004, the collateral has
continued to perform.  The weighted average rating has remained
stable from 4.05 (rated 'BBB' by Fitch) to 3.99 (rated 'BBB' by
Fitch) as of the latest trustee report dated Feb. 28, 2005.  The
class A/B overcollateralization -- OC -- ratio has remained at
108.8%.  The class C OC ratio has increased from 103.9% to 104.0%.
As of the most recent trustee report available, Independence V
contains no defaulted assets or assets rated 'CCC+' or lower.

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


INTEGRATED HEALTH: Florida AG Wants Divestiture Order Enforced
--------------------------------------------------------------
In April 1999, Integrated Health Services, Inc., and its
debtor-affiliates  leased 14 skilled nursing facilities in Florida
from Palm Garden Healthcare, Inc.  Florida Convalescent Centers,
Inc., guarantees Palm Garden's performance of all covenants and
obligations under the Leases.  However, the Leases did not
identify Florida Convalescent as the owner or operator of the
Florida Nursing Facilities.

The IHS Debtors had sought and obtained U.S. Bankruptcy Court for
the District of Delaware's approval to transfer the Facilities to
new operators under an Operations Transfer Agreement, dated as of
June 6, 2002.

U.S. Assistant Attorney General Peter D. Keisler relates that as
part of the Facilities' transfer, the Debtors and the new
operators contemplated the IHS Debtors' assumption of the
Facilities' Medicare provider agreements and their assignment to
the new operators via a stipulation among the United States, on
behalf of the Centers for Medicare & Medicaid Services, the IHS
Debtors and the new operators.  The Court approved the Medicare
Stipulation, pursuant to which:

   -- the IHS Debtors and CMS each waive their rights to assert
      the right to further payments from the other, as the case
      may be, for underpayments or overpayments relating to the
      Medicare Provider Agreements; and

   -- the IHS Debtors, Transferees and CMS each will consider all
      cost reporting periods under the Medicare Provider
      Agreements prior to the Effective Date to be fully and
      finally closed in accordance with all applicable law.

                       The Medicare Appeals

Beginning in 2000, Florida Convalescent filed administrative
appeals with the United States Department of Health and Human
Services' Provider Reimbursement Review Board to challenge cost
report determinations under the provider agreements for certain
of the Facilities.  Florida Convalescent also sought cost report
adjustments resulting in amounts being due to it from CMS.  The
Appeals relate to cost reporting periods prior to both Palm
Garden's transfer of the Facilities to the IHS Debtors and the
IHS Debtors' transfer of the Facilities pursuant to the new
operators.  Florida Convalescent alleged to be the owner and
operator of the Facilities notwithstanding the identification of
Palm Garden as the owner and operator of the Facilities in the
Leases and the Divestiture request.

By letter dated January 26, 2005, CMS asked Florida Convalescent
to withdraw the Medicare Appeals.  However, Florida Convalescent
ignored the request.

Mr. Keisler argues that Florida Convalescent lacks standing to
pursue the Medicare Appeals since it was not the provider of
services during the cost reporting periods involved in the
Medicare Appeals and is barred by applicable law from receiving
payment from CMS.  Furthermore, only the Debtors have standing to
pursue the Medicare Appeals and they, under the Medicare
Stipulation, have expressly waived any right to further payment
from CMS under the Facilities' provider agreements and agreed
that all cost reporting periods under the Facilities' provider
agreements were fully and finally closed.

Mr. Keisler points out that although Palm Garden and Florida
Convalescent received notice of the Divestiture request, neither
party objected to the Divestiture Order or the Medicare
Stipulation.  Thus, neither party can be heard to complain now
about the effect of the Divestiture.

Accordingly, the United States of America, on behalf of the
United States Department of Health and Human Services, and CMS,
as its designated component, ask the Court to enforce the terms
of the Medicare Stipulation and the Divestiture Order.  The
Health Department asks Judge Walrath to compel Florida
Convalescent and Palm Garden to withdraw all appeals with respect
to the Facilities' Medicare provider agreements.

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


INTEGRATED HEALTH: Del Negro Wants Compliance with Briarwood Deal
-----------------------------------------------------------------
In November 2002, Nicholas Del Negro was admitted to an
Integrated Health Services, Inc., facility for rehabilitation
after surgery.  While a patient of the facility, Mr. Del Negro
developed a severe bedsore that was left untreated requiring his
hospitalization in February 2003.  Etta R. Wolfe, Esq., at Smith,
Katzenstein & Furlow LLP, in Wilmington, Delaware, relates that
Mr. Del Negro's condition had been allowed to deteriorate to an
extent that six months of hospitalization care was unable to save
him.  Mr. Del Negro died on August 16, 2003.

Pamela Del Negro, as personal representative of her husband and
his Estate, brought suit for her husband's death in the Sarasota
State Court in Florida, against the Debtors.

On January 28, 2003, the IHS Debtors sold substantially all of
their assets to Abe Briarwood Corp.  Pursuant to the Stock
Purchase Agreement, essentially all of the IHS Debtors' assets,
except for certain excluded assets were to be transferred to a
newly created entity to be named IHS Long Term Care, Inc.
Briarwood was then to acquire the stock of IHS LTC.

In consideration for IHS LTC, Briarwood was to pay the IHS
Debtors $100,000,000, and IHS LTC was to assume essentially all
of the IHS Debtors' postpetition nursing home negligence
liabilities.  Prior to the sale, the negligence liabilities were
determined by a risk analysis company to have a value of
$130,000,000.  Prior to confirmation of IHS Plan of
Reorganization, Briarwood guaranteed that IHS LTC would have
sufficient assets to cover the $130,000,000 in postpetition
nursing home negligence liabilities.

The Debtors and Briarwood closed on the Stock Purchase Agreement
on August 20, 2003.

IHS LTC denies and has repeatedly denied that it assumed
liability for the Debtors and their subsidiaries' postpetition
nursing home negligence liabilities that were clearly included
under the Stock Purchase Agreement.

Ms. Wolfe, however, notes that representatives of IHS LTC and
Briarwood have contacted plaintiffs' attorneys in postpetition
nursing home negligence cases across the county there is a
rapidly depleting insurance coverage or no insurance coverage,
and that the plaintiff has the choice of accepting a settlement
of $15,000 to $30,000 or there will be nothing left for them to
recover.

Pamela Del Negro believes that IHS LTC has assumed the Debtors'
postpetition nursing home negligence liabilities under the Stock
Purchase Agreement.  By this motion, Ms. Del Negro ask the U.S.
Bankruptcy Court for the District of Delaware to compel IHS LTC to
comply with the IHS Debtors' Reorganization Plan and Stock
Purchase Agreement.

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


INTEGRATED HEALTH: Trust Has Until April 7 to Remove Civil Actions
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
enlarged the period within which IHS Liquidating, LLC, the
successor-in-interest to Integrated Health Services, Inc., and its
debtor-affiliates can file notices of removal with respect to
civil actions pending on the bankruptcy petition date, through and
including April 7, 2005.

IHS Liquidating is responsible for, inter alia, litigating,
settling or otherwise resolving disputed claims against the
Debtors, some of which are the subject of actions currently
pending in the courts of various states and federal districts.
According to Alfred Villoch, III, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware, IHS Liquidating is in the
process of investigating the Prepetition Actions to determine
which, if any, of these matters will be litigated, and if so,
whether they should be removed pursuant to Rule 9027(a) of the
Federal Rules of Bankruptcy Procedure.

The extension sought, Mr. Villoch tells Judge Walrath, affords IHS
Liquidating an opportunity to make more fully informed decisions
concerning the removal of each Prepetition Action and will assure
that IHS Liquidating does not forfeit the valuable rights afforded
to it under Section 1452 of the Bankruptcy Code.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
Nos. 88 & 89; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Taps Assessment Tech. as Tax Consultant
------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Western District of Missouri's
authority to employ Assessment Technologies Ltd., as their
property tax consultant.

Assessment Technologies is one of the largest ad valorem tax
consulting firms in the Southwest with more than 40 tax
professionals operating out of its offices in Houston and San
Antonio, Texas.  The firm's staff is comprised of economists,
appraisers, tax strategists and client service professionals.

Due to Assessment Technologies' excellent track record of
producing significant tax savings, on February 25, 2005, the
Debtors engaged the firm to assist them in appealing tax
assessments and challenging tax claim amounts for certain
property owned, managed or leased by the Debtors.

As the Debtors' tax consultant, Assessment Technologies will:

   (a) review targeted tax assessments on the Debtors'
       properties, including supporting data, calculations and
       assumptions produced by the appropriate appraisal or
       assessing authority, together with information provided by
       the Debtors;

   (b) represent the Debtors before appropriate tax assessing,
       collecting and court authorities using reasonable,
       appropriate and available means to adjust the assessment,
       unclaimed tax or claimed tax amount; and

   (c) use local, state or federal remedies available.

The Debtors will pay the firm 35% of all Net Tax Savings received
for each tax year, payable within 45 days of the later of:

         (i) the invoice date;

        (ii) Court approval of the fees; or

       (iii) the date the Debtors realize the cash equivalent
             receipt of sufficient Tax Savings to satisfy, in
             whole or part, the amount invoiced.

The Debtors will reimburse Assessment Technologies for all
reasonable and customary special property tax counsel legal fees,
third party appraisal fees, travel expenses and any other fees
incurred by the firm in pursuing Tax Savings, at cost out of the
first dollars of Tax Savings.  The Debtors have authorized an
initial budget of $250,000 for all Reimbursable Expenses.

James F. Hausman, Jr., a Partner and President of Assessment
Technologies, assures the Court that the firm's principals and
professionals:

   -- do not have any connection with the Debtors, their
      creditors, or any other party-in-interest, or their
      attorneys or accountants;

   -- are "disinterested persons" under Section 101(14) of the
      Bankruptcy Code, as modified by Section 1107(b); and

   -- do not hold or represent an interest adverse to the
      Debtors' estate.

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)


IRVING TANNING: Gets Okay to Access $14.5 Mil. of Cash Collateral
-----------------------------------------------------------------
Irving Tanning Company sought and obtained authority from the
Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for the
District of Maine to use up to $14.5 million cash collateral
securing repayment of prepetition obligations to Bank North.
Judge Kornreich granted the company interim authority to use the
lender's cash collateral through April 19, 2005, to honor non-
salary payroll obligations, and pay postpetition operating
expenses.  Larry Grard, writing for the Morning Sentinel, reports
that prepetiton obligations owed to Irving Tanning's salaried
employees will be considered at a later date.

Mr. Grard reports that Irving Tanning is, by far, the largest
employer in Hartland, Maine.  Operating in Hartland since 1936,
Mr. Grard adds that Irving Tanning is one the few remaining
tanneries in the country.  Without citing a source, Mr. Grard
reports that Irving Tanning's annual sales approximate $65
million.

Irving Tanning filed for Chapter 11 bankruptcy protection earlier
this month after Bank North cut off access to the company's
working capital facility.  This is Irving Tanning's second chapter
11 filing.  The company emerged from a previous chapter 11
proceeding filed in 2001.

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


JP MORGAN: Fitch Upgrades $7.8 Million Class G to BB-
-----------------------------------------------------
Fitch Ratings upgrades JP Morgan Chase Commercial Securities
Corp., series 2001-A:

      -- $10.8 million class D to 'AAA' from 'AA';
      -- $3.4 million class E to 'A+' from 'A';
      -- $5.1 million class F to 'BBB' from 'BBB-';
      -- $7.8 million class G to 'BB-' from 'B+'.

In addition, Fitch affirms these classes:

      -- $38.1 million class A-2 'AAA';
      -- Interest-only class X 'AAA';
      -- $6.8 million class B 'AAA';
      -- $7.9 million class C 'AAA'.

Fitch does not rate the $11.7 million NR class.

The upgrades reflect the improved credit enhancement levels since
issuance and a better-than-expected performance of the pool.  As
of the March 2005 distribution date, the pool's collateral balance
has been reduced 20% to $91.4 million from $113.8 million at
issuance.

Currently, one loan (4%) is in special servicing and real estate
owned -- REO.  The REO loan is secured by a hotel in Dallas,
Texas.  The property has been listed for sale and several offers
have been received.  Losses are expected to be absorbed by the NR
class.

Fitch has concerns with the concentrations within the deal.  The
deal is collateralized by 64% retail properties, 9% health care,
and 4% hotel.  In addition, the largest loan, represents 26% of
the overall transaction.

The majority of the collateral in this transaction are loans that
were originated for securitization but were removed from
prospective conduit pools.  While Fitch is also concerned with the
concentrations within the pool and the anticipated losses,
upgrades are warranted given the paydowns and overall stable
performance.


KAISER ALUMINUM: Asks Court to Approve Erie Property Transfer
-------------------------------------------------------------
Kaiser Aluminum & Chemical Corporation owns real property and
improvements located at 1015 East 12th Street in Erie,
Pennsylvania, approximately 12 blocks away from Lake Erie.  The
Erie Property consists of:

    (1) 12 developed acres of land on which an aluminum forging
        plant owned and formerly operated by KACC is located; and

    (2) 25 undeveloped acres, a portion of which is occupied by a
        golf driving range owned and operated by a third-party.

There also previously existed a pond on the undeveloped acres
that, until 1979, was used to deposit by-products and other
substances from the Forging Plant.  In 1980, KACC covered the
Former Pond with soil and vegetation cover, in accordance with a
plan reviewed by the Pennsylvania Department of Environmental
Resources, now known as the Pennsylvania Department of
Environmental Protection.  As a result of the historical
activities of the Forging Plant and use of the Former Pond, there
may still exist environmental consideration that will likely
require investigation and potential remediation work to bring the
Erie Property into compliance with standards under applicable
environmental laws and regulations.  At this time, the extent and
nature of the remediation, if any, remain uncertain.

              Joint Venture with Accuride Corporation

In 1997, KACC concluded negotiations with Accuride Corporation to
form a joint venture that could conduct operations using a
significant portion of the Forging Plant.  Pursuant to a limited
partnership agreement dated as of May 1, 1997, KACC, Accuride and
its wholly owned subsidiary, Accuride Ventures, Inc., formed
Accuride Erie L.P., to design, manufacture and sell heavy duty
aluminum wheels, which would be produced at the Forging Plant.
At the time, KACC and Accuride Ventures each held a 49% limited
partnership interest in Accuride Erie, while their general
partner, AKW General Partners, LLC, held the remaining 2% of the
limited partnership.  As a part of its contribution to the joint
venture, KACC entered into a lease agreement with Accuride Erie,
pursuant to which Accuride Erie was allowed to lease a
substantial portion of the Forging Plant for nominal rent.  The
Erie Lease Agreement expires in 2012, but contains an option to
extend the term for several years.

Shortly after the formation of AKW Partners, KACC decided to
cease its remaining operations at the Forging Plant, leaving AKW
Partners as the sole user of the facility.  In accordance with
KACC's long-term plants, KACC, by a purchase agreement, dated
April 1, 1999, subsequently sold all of its various partnership
interests in Accuride Erie to Accuride and Accuride Ventures for
substantial value.  Pursuant to the Accuride Purchase Agreement,
KACC was required to amend the Lease Agreement to permit Accuride
Erie to continue its operations at the Forging Plant under
certain modified terms reflecting KACC's exit from the Forging
Plant.

            Transfer of KACC's Erie Property Interests

In 1999 and 2000, the Greater Erie Industrial Development
Corporation, which develops and manages industrial and business
parks and buildings throughout Erie County, Pennsylvania,
approached KACC regarding the potential acquisition of the
undeveloped parcel of the Erie Property for re-using and, if
necessary, remediating the property and subsequently
redeveloping, remarketing or selling it to a third-party.  While
the initial discussions never materialized into a definitive
proposal acceptable to both parties -- in part, because KACC
wanted to complete divestment of its remaining interests in and
related to the Erie Property -- the Greater Erie Corp. continued
to approach KACC, from time to time, regarding a potential
acquisition of the Erie Property.

In 2003, after KACC had explored the possibility of marketing the
Erie Property as a part of a larger sale transaction in its
Chapter 11 case, the Greater Erie Corp. expressed a renewed
interest in a potential transaction.  Consequently, another round
of negotiations continued into and progressed throughout 2004.
Because of its long-term leasehold interests in the Erie Property
and the Forging Plant, Accuride also participated in other
negotiations.

In 2004, based on the progress made by the parties in their
negotiations, KACC formulated and sent to the Greater Erie Corp.
and Accuride an initial draft of definitive documentation
regarding the transfer of their various interests in and related
to the Erie Property.  The parties exchanged comments regarding
the documentation for the next several months.

Due to a misperception as to a delay in finalizing the terms of
the definitive documentation, the Greater Erie Corp. caused a
motion for relief from stay to be filed by the Erie-Western
Pennsylvania Port Authority.  In the Lift Stay Motion, the Erie
Port Authority asked the U.S. Bankruptcy Court for the District of
Delaware to allow it to commence a condemnation proceeding against
KACC in state court regarding the portion of the Erie Property
that the Greater Erie Corp. sought to acquire.  The Erie Port
Authority's intention was to ultimately convey the property to the
Greater Erie Corp.

Notwithstanding the Lift Stay Motion, which the Erie Port
Authority agreed to continue until the April 25, 2005, omnibus
hearing, KACC, the Greater Erie Corp., and Accuride met again in
March 2005 to finalize the terms of a potential transaction.  As
a result, the parties reached an agreement regarding the
principal terms of the proposed transfer of KACC's remaining
interests in and related to the Erie Property.

The Erie Property Transfer consists of two components:

    (1) The Greater Erie Corp., KACC, Accuride Erie and Erie Land
        Holding, Inc. -- an affiliate of Accuride -- will enter
        into an agreement that:

         (i) transfers title in the Erie Property, including the
             Forging Plants and related assets, to the Greater
             Erie Corp.; and

        (ii) allocates any future environmental clean-up
             responsibilities of the parties with respect to the
             assets.

    (2) KACC, Accuride, Accuride Erie and AKW Partners will enter
        into a settlement agreement that resolves any remaining
        issues regarding the Accuride Purchase Agreement, the Erie
        Lease Agreement, and any other agreements related to the
        Accuride Erie or the Erie Property.

By this motion, the Debtors ask the Court to approve the Erie
Property Agreement and the Settlement Agreement.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KIMBERLY OREGON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Kimberly Oregon Realty, Inc.
        Aka KORI, Inc.
        P.O. Box 1809
        Rancho Santa Fe, California 92067

Bankruptcy Case No.: 05-02313

Chapter 11 Petition Date: March 22, 2005

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Thomas B. Gorrill, Esq.
                  401 West A Street Suite 1770
                  San Diego, California 92101
                  Tel: (619) 237-8889

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did file its list of 20 Largest Unsecured Creditors.


KITCHEN ETC: Clear Thinking to Administer Reorganization Plan
-------------------------------------------------------------
Clear Thinking Group, LLC, a retail/consumer products
manufacturing consultancy headquartered here, 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.

During the height of its success, Kitchen Etc., operated 17
upscale brick- and-mortar stores in Massachusetts, New York,
Delaware, Maryland, Connecticut, Virginia, New Hampshire,
Pennsylvania and Rhode Island.  It also maintained an online
store, fulfilling orders through warehouses in Exeter as well as
in Amesbury, Mass.  The merchant filed for Chapter 11 bankruptcy
protection in June 2004, citing weak sales (particularly in the
bridal-related category) and rising warehousing and distribution
costs.

                   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.


KMART CORPORATION: Footstar Wants Retailer Held in Contempt
-----------------------------------------------------------
Pursuant to Section 365(d) of the Bankruptcy Code, Kmart
Corporation asked the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay to require
Footstar, Inc., to vacate certain Kmart stores.

On February 3, 2005, Kmart notified Footstar that it plans to
begin the reconfiguration of Stores scheduled for conversion to
an alternative format in April.  Kmart instructed Footstar that,
by as early as February 21, 2005, Footstar could either vacate
those Stores or have the footwear departments in those Stores
relocated around the conversion-related construction until the
conversion date -- when Footstar would be evicted.

Julie A. Younglove-Webb, Vice President/Space Planning for Kmart
Corporation, explains that as a result of Sears, Roebuck and
Co.'s acquisition of 50 Kmart and six Wal-Mart stores finalized
in the third quarter 2004, 25 Sears Essentials stores are
scheduled to open this Spring.  Following the opening of Sears
Essentials, Sears' point-of-sale systems will track store sales
and transmit this information to Sears' headquarters in Hoffman
Estates, Illinois, for recording, analysis and decision-making by
Sears' employees.  Among other effects of this switch from Kmart
to Sears POS systems is that Kmart's merchandise, including that
sold by Footstar, will not be capable of being scanned in the
store.

Kmart also asserts that, because in the course of Footstar's
Chapter 11 cases Footstar has not taken the position that Store
Closings have violated the automatic stay, Footstar has waived
its right to do so.

          Footstar Wants Court to Hold Kmart in Contempt

Footstar, Inc., reminds the U.S. Bankruptcy Court for the
Southern District of New York that the automatic stay is the most
fundamental protection afforded to debtors under the Bankruptcy
Code.  The stay prohibits counterparties to executory contracts
from terminating these contracts without court authorization.
Kmart Corporation, Footstar's counterparty under the Master
Agreement, has violated the automatic stay by seeking to
terminate Footstar's rights under the Master Agreement to operate
footwear departments in Kmart Stores.

Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP, in New York,
argues that Kmart' s actions are an inexplicable flouting of the
automatic stay.  Undeterred by not having received the ruling
from the Court on its current motion seeking relief from the
automatic stay to terminate the Master Agreement wholesale, Kmart
now seeks to terminate Footstar's rights with respect to each
individual store it "converts" to another retail format.  Kmart
has no substantive basis under the Master Agreement to terminate
Footstar's contractual rights and evict Footstar from Stores.

Mr. Basta explains that Kmart is seeking to deprive Footstar of a
very valuable property of the estate by deeming the Master
Agreement terminated on a Store-by-Store basis on the theory that
Kmart's decision to convert any or all Stores in which Footstar
currently operate results in an automatic "lapse" of Footstar's
exclusive right to operate the footwear departments.  Mr. Basta
asserts that those rights, however, are property of substantial
value to Footstar's estates, which the stay explicitly protects.

Kmart simply asserts that there is "no restraint on [its] ability
to close or sell as many stores as it chooses" regardless of the
impact on Footstar's property rights.  Kmart is wrong.  According
to Mr. Basta, there is a restraint -- it is codified in Section
362 of the Bankruptcy Code.  Kmart cannot just blithely ignore
the law and evict Footstar on a Store-by-Store basis.

Kmart's refusal to comply with the terms of the Master Agreement
and its threats to immediately oust Footstar from certain Stores
impedes Footstar's ability to effectively run its business.  The
Termination Notice provides Footstar with less than three weeks'
notice of Kmart's plans to substantially disrupt -- or end -- its
operations in certain Stores.

Mr. Basta reminds the Court that in 48th St. Steakhouse, Inc. v.
Rockefeller Group, Inc. (In re 48th St. Steakhouse, Inc.), 835
F.2d 427, 430 (2d Cir. 1987), the Second Circuit granted summary
judgment in favor of a debtor sub-tenant, where the debtor sub-
tenant claimed that a landlord's act of sending a lease
termination notice to the non-debtor prime-tenant violated the
protections afforded to the debtor under Section 362.

The Second Circuit held that "a mere possessory interest in real
property, without any accompanying legal interest, is sufficient
to trigger the protection of the automatic stay."  Agreeing with
both of the lower courts, the Second Circuit found that, because
landlord's attempt to terminate the prime lease would have
resulted in destruction of the debtor's sub-tenancy, notice of
the termination violated the automatic stay with respect to the
debtor, and accordingly, was void.

Mr. Basta argues that even if Kmart had the right to terminate,
its ability to issue a notice of termination is stayed as a
result of the commencement of Footstar's Chapter 11 case and the
application of Section 362 and the principles in 48th Street
Steakhouse.  Accordingly, any notice of termination can be
effective if and only if the Court lifts the automatic stay to
authorize delivery of a termination notice.

The United States Court of Appeals for the Second Circuit has
held that "[for [non-individual] debtors, contempt proceedings
are the proper means of compensation and punishment for willful
violations of the automatic stay."   Mr. Basta maintains that a
finding of civil contempt is appropriate where the stay is
knowingly violated in deliberate disregard of the bankruptcy
rules pertaining to the requirements for relief from stay.  To be
held in civil contempt for violation of the automatic stay, one
need only have "actual notice of the automatic stay."

Mr. Basta contends that it is undeniable that Kmart knew of the
automatic stay, as evidenced by, among the most obvious, Kmart's
currently pending request to lift the stay to terminate the
Master Agreement.  Kmart has deliberately chosen to disregard
Footstar's rights and has instead caused Footstar to expend
significant resources in protecting its estates.  Kmart should be
held in contempt for violating the automatic stay.

Footstar also asks the Court to assess compensatory damages,
including costs and attorney's fees, as a result of Kmart's
knowing, willful, and deliberate violation of the automatic stay.

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


KMART: Completes Sears Merger, Creating Nation's No. 3 Retailer
---------------------------------------------------------------
Kmart Holding Corporation (NASDAQ: KMRT) and Sears, Roebuck and
Co. (NYSE: S) completed the merger transaction announced on
November 17, 2004, combining Sears and Kmart into a major new
retail company named Sears Holdings Corporation.  Sears Holdings
is the nation's third largest retailer, with approximately $55
billion in annual revenues and a national footprint of nearly
3,500 retail stores in the United States, including 2,350 full-
line and off-mall stores, and 1,100 specialty retail stores.

Starting March 28, 2005, Sears Holdings stock will be listed for
trading on the Nasdaq National Market under the ticker symbol
"SHLD."

Kmart and Sears shareholders approved the combination at their
special shareholder meetings held this past Thursday.

Edward S. Lampert, chairman of Sears Holdings, said, "This new
enterprise will seek to leverage the combined strengths of Sears
and Kmart to create greater long-term value than either could have
generated on a stand-alone basis. Sears Holdings plans to offer
customers a new, more compelling shopping experience with a
differentiated and expanded product range. We believe Sears
Holdings has the potential to be a great company with a truly
great retail business."

Alan J. Lacy, vice chairman and chief executive officer of Sears
Holdings said, "This combination accelerates Sears' off-mall
strategy and gives customers a complete, convenient shopping
solution. Shoppers will have greater access to the leading
proprietary brands of both Kmart and Sears, along with financial
services products and the industry's leading service organization.
With a national store base of nearly 3,500 stores, we expect to be
able to leverage our scale and strategically grow the business."

Aylwin B. Lewis, president of Sears Holdings and chief executive
officer of Kmart and Sears Retail, said, "With the close of the
merger, we will focus on successfully executing the integration
plan for Sears Holdings and building the foundation for a strong
future. As we go forward, we will continue to count on the
dedication and hard work of Sears and Kmart associates. The
hallmarks of our new enterprise will continue to be performance
and dedication to quality products and customer service, and we
aim to instill these traits throughout our corporate culture."

Under the terms of the transaction, Kmart shareholders received
one share of new Sears Holdings common stock for each Kmart share.
Sears, Roebuck shareholders had the right to elect either $50.00
in cash or 0.5 of a share of Sears Holdings for each Sears,
Roebuck share. Shareholder elections will be prorated to ensure
that in the aggregate 55 percent of Sears, Roebuck shares are
converted into Sears Holdings shares and 45 percent of Sears,
Roebuck shares are converted into cash. Sears Holdings expects to
announce preliminary proration calculations prior to the opening
of the market on Monday, March 28, 2005.

Sears Holdings, headquartered in Hoffman Estates, Ill., is the
holding company for the Sears, Roebuck and Kmart businesses, which
will continue to operate separately under their respective brand
names. Kmart will continue to have a presence in Michigan.

Sears Holdings is drawing on an accomplished group of leaders from
both companies: Mr. Lampert serves as chairman of Sears Holdings;
Mr. Lacy, vice chairman and chief executive officer of Sears
Holdings; Mr. Lewis, president of Sears Holdings and chief
executive officer of Kmart and Sears Retail; and William C.
Crowley, executive vice president and chief financial officer of
Sears Holdings.

Messrs. Lampert, Lacy, Lewis and Crowley are joined on a 10-member
Sears Holdings board of directors by Ann N. Reese, Founder and
Executive Director of the Center for Adoption Policy Studies and
former Chief Financial Officer of ITT Corp.; Steven T. Mnuchin,
Chairman and Co-Chief Executive Officer of Dune Capital Management
LP; Julian C. Day, former President and Chief Executive Officer of
Kmart; Michael A. Miles, former Chairman of the Board and Chief
Executive Officer of Philip Morris Companies Inc.; Donald J.
Carty, former Chairman of the Board and Chief Executive Officer of
AMR Corporation and American Airlines, Inc.; and Thomas J. Tisch,
Managing Partner of Four Partners, a private investment firm.

               About Sears Holdings Corporation

Sears Holdings Corporation is the nation's third largest broadline
retailer, with approximately $55 billion in annual revenues, and
with approximately 3,800 full-line and specialty retail stores in
the United States and Canada. Sears Holdings is the leading home
appliance retailer as well as a leader in tools, lawn and garden,
home electronics and automotive repair and maintenance. Key
proprietary brands include Kenmore, Craftsman and DieHard, and a
broad apparel offering, including such well-known labels as Lands'
End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands. It also has Martha Stewart Everyday products,
which are offered exclusively in the U.S. by Kmart and in Canada
by Sears Canada. For more information, visit Sears Holdings'
website at http://www.searshc.com/

                          About Kmart

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


LEVITZ: S&P Cuts Ratings to CCC as Competitive Pressures Increase
-----------------------------------------------------------------
Standard & Poor's Ratings Services cut Levitz Home Furnishings
Inc.'s debt rating to junk last week and S&P says the outlook is
negative outlook.  S&P credit analyst Robert Lichtenstein says the
downgrade to CCC from B- was based on a "sharp decline in
profitability in the fiscal third quarter (ended Dec. 31), which
has narrowed its liquidity position."

Clint Engel at Furniture Today reports that the news from S&P
comes about four months after LHFI closed on a $130 million bond
refinancing package that it said would enable the company to
retire older, high-interest debt and free capital for expansion
and other purposes.  The November bond financing was a private
placement.

Levitz operates 143 Levitz and Seaman's stores in 11 states.  S&P
notes that Raymour & Flanigan has plans to move into metro New
York, where about 50% of LHFI's stores are concentrated.

LHFI President and Chief Operating Officer Mark Scott, wouldn't
disclose sales or earnings to Mr. Engel, but said, "We had a bad
quarter," with written sales down 2.4% and delivered business down
8.1% from the same period a year ago.  Still, written business was
up 2.1% on the East Coast for both Levitz and Seaman's stores, Mr.
Engle relates, noting that the gain came in the face of
competition from going-out-of-business sales at closing Huffman
Koos stores.

Mr. Engle reports that Mr. Scott said LHFI faced erratic
deliveries from vendors during the period, which he attributed to
fallout from the Chinese bedroom antidumping issue and
manufacturers' own credit and liquidity issues after taking hits
with the bankruptcy filings of Breuners Home Furnishings Corp. and
Rhodes last year.


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
party-in-interest may propose a chapter 11 plan.  At the same
hearing, 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 Debtors on their
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.


LYNX 2002-I: Moody's Junks $20 Million Class D Floating Rate Notes
------------------------------------------------------------------
Moody's Investors Service announced today that it had lowered the
ratings of two classes of notes issued by LYNX 2002-I, LTD.:

   (1) to Baa3 (from Baa2 on watch for possible downgrade), the
       U.S. $97,000,000 Class C Floating Rate Notes, Due 2032 and

   (2) to Caa3 (from B3 on watch for possible downgrade), the U.S.
       $20,000,000 Class D Floating Rate Notes, Due 2032.

Moody's noted that, as of the most recent monthly report on the
transaction, the Class C Overcollateralization Test, the Class D
Overcollateralization Test, and the Weighted Average Rating Factor
Test were in violation.

Rating Action: Downgrade

Issuer: LYNX 2002-I, LTD.

Tranche: U.S. $97,000,000 Class C Floating Rate Notes, Due 2032

   * Prior Rating: Baa2 on watch for possible downgrade

   * Current Rating: Baa3

Tranche: U.S. $20,000,000 Class D Floating Rate Notes, Due 2032

   * Prior Rating: B3 on watch for possible downgrade

   * Current Rating: Caa3


MARINER HEALTHCARE: Wants Summary Judgment Against Former Officers
------------------------------------------------------------------
As previously reported, on September 3, 2002, Arthur W. Stratton,
Jr., M.D., David M. Hansen, Paul J. Diaz, and Douglas Stone,
former officers and directors of Mariner Health Group, Inc., and
Mariner Post-Acute Network, Inc., commenced an action against
Marine Health Care, Inc., in the Court of Chancery for the State
of Delaware to:

   (a) enforce certain alleged indemnification obligations
       arising under (i) a prepetition merger agreement between
       MHG and Paragon Health Network, Inc., (ii) MHG's
       prepetition bylaws and certificate of incorporation, and
       (iii) Delaware law; and

   (b) seek a determination that MHC breached a requirement in
       the Merger Agreement to maintain directors' and officers'
       insurance coverage.

On September 17, 2002, MHC removed the Delaware Action to the
United States Bankruptcy Court for the District of Delaware.  On
that same day, MHC commenced a separate action in the Bankruptcy
Court seeking:

   (i) a declaration that the Indemnification Claims were
       discharged pursuant to Section 1141 of the Bankruptcy
       Code;

  (ii) a declaration that commencement of the Delaware Action
       violated the Plan, the Confirmation Order and Section
       524(a) of the Bankruptcy Court;

(iii) a preliminary and permanent injunction enjoining the
       Former Officers from continuing to prosecute the Delaware
       Action; and

  (iv) monetary damages for violation of the Plan, the
       Confirmation Order and Sections 524(a) and 1141, and the
       payment of monetary damages stemming from that violation.

On September 25, 2002, MHC filed its answer and counterclaim in
the Delaware Action.

On October 17, 2002, the Former Officers filed a motion to remand
the Delaware Action back to the Delaware Chancery Court.  The
Motion to Remand was amended on November 17, 2002.  MHC objected,
arguing that the entire Delaware Action was void ab initio
because the Former Officer commenced the Delaware Action in
violation of the discharge injunction.  MHC sought that the
Delaware Action be dismissed.

After oral argument, the Bankruptcy Court issued a written
opinion on December 16, 2003.  The Opinion and the subsequent
consent judgment entered on April 22, 2004, denied the Motion to
Remand and dismissed the Former Officers' claims in the Delaware
Action.  The Court found that:

   (i) the confirmation of the Plan discharged the Former
       Officers' claims;

  (ii) the Former Officers had several conversations with the
       Debtors' counsel regarding the Plan's discharge of their
       prepetition claims before they filed the Delaware Action;
       and

(iii) the Former Officers had full knowledge of the Plan and its
       impact when they filed the Delaware Action.

Although the Bankruptcy Court dismissed all of the Former
Officers' claims in the Delaware Action, the Court did not issue
a final judgment with respect to MHC's counterclaim nor did the
Court dismiss any of the parties' claims in the Enforcement
Action.

Against this backdrop, MHC asks the Court to declare that:

   (a) the Indemnification Claims are discharged pursuant to
       Section 1141; and

   (b) the Delaware Action violated the Plan, the Confirmation
       Order and Section 524(a).

MHC wants the Former Officers enjoined from prosecuting the
Delaware Action.  MHC also seeks monetary damages for the Former
Directors' violation of the Plan, the Confirmation Order and
Section 524(a).  MHC reserves the issue of the amount of the
damages pending trial or further motion.

Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, contends that the summary judgment is
appropriate based on:

   * The express language of the Confirmation Order, which
     provides that "any person or entity injured by any willful
     violation of such injunction shall recover actual damages,
     including costs and attorneys' fees, and in appropriate
     circumstances, may recover punitive damages from the
     willful violator"; and

   * The Court's power to impose civil contempt sanctions under
     Section 105(a) of the Bankruptcy Code upon finding that:

     -- a valid order of the Court exists;

     -- the Former Officers had actual knowledge of the order;
        and

     -- the Former Officers disobeyed that order.

Mr. Silberglied emphasizes that the Court has held in its
December 16 Opinion that the Former Officers violated the
discharge injunction by pursuing the Delaware Action with full
knowledge of the Confirmation Order and the Plan's discharge of
their claims.

           Former Officers Want MHC's Claims Dismissed

Gregory W. Werkheiser, Esq., Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware, tells Judge Walrath that the record as of
June 14, 2004, shows that:

   (i) there has been no finding that the Former Officers
       violated any order or injunction with respect to claims
       asserted in the Delaware Action;

  (ii) after putting their claims on file to preserve their
       rights, the Former Officers did not continue to pursue the
       Delaware Action; and

(iii) the parties were in the process of resolving the claims in
       the Delaware Action and Enforcement Action when the Court
       entered its December 16, 2003, Opinion.

Mr. Werkheiser notes that the parties entered into a Consent
Judgment in April 2004 to complete their earlier negotiations, at
least with respect to the Delaware Action.  The Consent Judgment
dismissed the Delaware Action, including dismissal of the
indemnification claims with prejudice.  Thus, the Consent
Judgment effectively moots MHC's claims that:

    -- the Indemnification Claims were discharged pursuant to
       Section 1141; and

    -- the Delaware Action violated the Plan, the Confirmation
       Order and Section 524(a).

Furthermore, since the Delaware Action has been dismissed, there
is no need to enjoin the Former Officers from prosecuting the
Delaware Action.

Mr. Werkheiser also contends that summary judgment on MHC's claim
for monetary damages should be entered in favor of the Former
Officers because:

   * MHC does not have a private right of action for alleged
     violation of the discharge injunction under Section 524 or
     105.  The exclusive remedy for any alleged violation of the
     discharge injunction contained in the Confirmation Order is
     a finding of civil contempt.

   * MHC failed to show that it was injured by the filing of the
     Delaware Action.

   * There is no evidence that the Former Officers acted
     willfully and in bad faith.  The Former Officers filed the
     Delaware Action defensively, in response to MHC's lawsuit
     against the Former Officers filed in State Court of Fulton
     County, in Georgia, in August 2002.  Filing the Delaware
     Action to enforce the forum selection clause required the
     inclusion of all claims and defenses related to the Georgia
     Action, or the Former Officers risked losing their claims
     under the doctrine against splitting claims.  Moreover, the
     claims asserted in the Delaware Action invoked no monetary
     relief against MHC and therefore involved no possible
     violation of the discharge injunction.

   * No contempt sanctions are warranted because the record
     shows that the Former Officers never prosecuted the
     Delaware Action.

                          *     *     *

The briefing on the Debtors' summary judgment motion and the
Former Officers' cross motion has been completed.  The hearing
for these motions is yet to be scheduled.

Mariner Post-Acute Network, Inc., Mariner Health Group, Inc., and
scores of debtor-affiliates filed for chapter 11 protection on
January 18, 2000 (Bankr. D. Del. Case Nos. 00-113 through 00-301).
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represents the Reorganized Debtors, which emerged from bankruptcy
under the terms of their Second Amended Joint Plan of
Reorganization declared effective on May 13, 2002.  (Mariner
Bankruptcy News, Issue No. 66 Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MARTIN WRIGHT: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Martin Wright Electric Company
        227 W. Olmos
        P.O. Box 1787
        San Antonio, TX 78296

Bankruptcy Case No.: 05-51436

Type of Business: The Debtor engages in residential,
                  commercial and industrial electrical
                  contracting

Chapter 11 Petition Date: March 16, 2005

Court: Western District of Texas (San Antonio)

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: Claiborne B. Gregory, Jr., Esq.
                  Jackson Walker L.L.P.
                  112 E. Pecan, Suite 2100
                  San Antonio, TX 78205
                  Tel: (210) 978-7700

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

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

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Cosolidated Electrical        Trade debt                $958,753
Distributor, Inc.
102 E. Josephine
San Antonio, TX 78215

Southwestern Health &         Trade debt                $163,978
Benefit Fund
774 E. Locust
San Antonio, TX 78212

Luhn-McCain Insurance         Trade debt                $145,931
Agency-General Account
332 W. Sunset Rd., #3
San Antonio, TX 78209

Metroplex Control Systems     Trade debt                 $63,557

IBEW Local Union 60           Trade debt                 $23,052

United Tool & Fastener        Trade debt                 $22,235

National Electrical           Trade debt                 $19,249
Contractors Association

The Reynolds Co.              Trade debt                 $13,308

Royall-Matthiessen            Trade debt                 $14,891

Simplex Grinnell              Trade debt                 $11,853
Mellon Bank

The Daniel Group              Trade debt                 $10,000

Aztec Rental Centers, Inc.    Trade debt                  $9,672

Head & Engquist Equipment     Trade debt                  $9,555

United Rentals                Trade debt                  $6,205

Central Texas AMTF            Trade debt                  $5,952

S.E. Texas Benefit            Trade debt                  $5,662
Trust Fund

South Texas Chapter, NECA     Trade debt                  $5,384

Insurance & Bonds, Inc.       Trade debt                  $5,135

Pacesetter Personnel          Trade debt                  $4,952


MIRANT CORP: Revised Plan Projects 60% Recovery for Most Creditors
------------------------------------------------------------------
Mirant (OTC Pink Sheets: MIRKQ) delivered an amended proposed
Disclosure Statement and proposed Plan of Reorganization to the
U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth division, Friday where the Honorable D. Michael Lynn is
presiding over the company's restructuring case.

The company filed its initial proposed Disclosure Statement and
proposed Plan on January 19, 2005. It is typical in Chapter 11
cases to supplement, modify and amend these documents as required.

The Disclosure Statement, which remains subject to Bankruptcy
Court approval, contains information designed to enable Mirant's
creditors and stockholders to make an informed decision when
exercising their right to accept or reject the company's Plan. The
Plan sets forth the overall structure of the company and how the
claims of creditors and stockholders are to be treated.

If the Bankruptcy Court finds that the Disclosure Statement
contains adequate information, then the company will solicit votes
on the Plan from those creditors, security holders and interest
holders who are entitled to vote on the Plan.  A hearing on the
Disclosure Statement is currently scheduled to be held in
Bankruptcy Court on April 20, 2005.

Mirant notes that negotiations with its bankruptcy committees are
progressing but declines additional commentary given the sensitive
nature of the negotiations. Accordingly, both the proposed amended
Disclosure Statement and proposed Plan remain subject to change.

Mirant expects to emerge from Chapter 11 by mid-year 2005.

A full-text copy of the amended Disclosure Statement is available
at no charge at:

   http://www.mirant.com/financials/pdfs/amended_disclosure_statement_032505.pdf

and a full-text copy of the amended Plan of Reorganization is
available at no charge at:

   http://www.mirant.com/financials/pdfs/amended_por_032505.pdf

The Amended Plan provides for full recovery by MAGI creditors,
with interest, and projects that creditors holding $6.4 billion of
unsecured debt claims against Mirant Corp. will recover 60% of
what they're owed.  The Company says that holders of the $345
million of 6-1/4% preferred shares issued by Mirant Trust I (the
proceeds of which were used to purchase Junior Debentures) will
not receive any distribution unless and until all contractually
senior indebtedness is paid in full.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  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 CORP: Asks Court to Approve Consent Decree with EPA et al.
-----------------------------------------------------------------
Mirant Corporation and its debtor-affiliates manage and operate
businesses that are highly regulated at both the state and federal
level.  The Debtors' Mid-Atlantic coal-fired fleet is no
exception.  In response to certain enforcement and regulatory
actions with respect to the Mid-Atlantic Coal-Fired Fleet, Mirant
Potomac River LLC and Mirant Mid-Atlantic LLC spent the last nine
months embroiled in intense and complicated negotiations with:

   -- the United States of America, through the Environmental
      Protection Agency;

   -- the Commonwealth of Virginia, through its Department of
      Environmental Quality; and

   -- the State of Maryland, through its Department of
      Environment.

The negotiations with the Environmental Agencies resulted in a
comprehensive settlement that:

   (i) resolves certain disputes surrounding operation in 2003 of
       Mirant Potomac's coal-fired electricity producing plant
       located on the Potomac River in Virginia;

   (2) provides for the installation of certain pollution control
       systems at the Mid-Atlantic Coal-Fired Fleet;

   (3) allows the plants comprising the Mid-Atlantic Coal-Fired
       Fleet to reduce nitrogen oxide emissions on a fleet-wide
       basis, as opposed to on a plant-by-plant basis; and

   (4) establishes greater future operational certainty for the
       Mid-Atlantic Coal-Fired Fleet.

The settlement is evidenced by a Consent Decree the parties
entered into on September 24, 2004.

On September 27, 2004, the U.S. Government, the State of Maryland
and the Commonwealth of Virginia, Department of Environmental
Quality filed a lawsuit in the United States District Court for
the Eastern District of Virginia against Mirant Potomac, LLC and
MirMA.  On the same day, the U.S. Government lodged the Consent
Decree in the District Court and published notice of the Consent
Decree in the Federal Register soliciting public comments.

The Debtors believe that the Consent Decree represents a fair,
reasonable and equitable settlement for Mirant Potomac and MirMA
and their estates.  The Mid-Atlantic Coal-Fired Fleet operates in
a highly regulated environment that over the past 10 years has
received significant attention and scrutiny from both federal and
state regulatory agencies.  Federal and state regulations have
been promulgated, with more contemplated, all of which are
designed to change substantially the landscape in which energy
producers, including both Debtors, operate their businesses.

Moreover, the Consent Decree represents the Debtors' tireless
efforts to negotiate a compromise that is not only consistent
with their business plan and strategy but also allows the Debtors
to manage and operate the Mid-Atlantic Coal-Fired Fleet as a
fleet rather than on a plant-by-plant basis for environmental
regulatory purposes.  The fleet-level management provides the
Debtors with greater operational flexibility in determining the
most efficient and cost-effective methods for complying with
federal and state emission standards across the entire fleet.
Similarly, the Consent Decree allows the Mid-Atlantic Coal-Fired
Fleet to reduce Nox emissions on a fleet-wide basis, thereby
allowing Mirant Potomac and MirMA to share operational
efficiencies amongst the plants in the Mid-Atlantic Coal-Fired
Fleet.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Northern District of Texas to approve the Consent Decree and allow
Mirant Potomac and MirMA to perform their obligations under the
agreement.

The relevant terms of the Consent Decree are:

(A) Installation of pollution control systems at:

    (a) Potomac River Plant -- which consists of three 182 MW
        coal-fired units, located on 779 acres of land in
        Montgomery County, Maryland; and

    (b) Morgantown Plant -- which includes two 620 MW coal-fired
        units, located on 569 acres of land in Charles County,
        Maryland, and accounting for 45% of the electricity
        produced by the Mid-Atlantic Coal-Fired Fleet.

    In particular, the pollution control systems relate to the
    installation of:

    -- low NOx burners for Units 3-5 at the Potomac River Plant
       with an estimated $800,000 aggregate cost;

    -- Separated-Over-Fire-Air system for Units 3-5 at the
       Potomac River Plant with an estimated $9 million aggregate
       cost;

    -- Selective Catalytic Reduction system for Units 1 and 2 at
       the Morgantown Plant with an estimated $180 million
       aggregate cost; and

    -- additional controls -- or alternatively, the curtailment
       of operations -- at the discretion of the Debtors,
       necessary to comply with the emission standards set forth
       in the Consent Decree.

(B) Operation of the Mid-Atlantic Coal-Fired Fleet must comply
    with these emission standards:

    (a) NOx ozone season cap for the entire Mid-Atlantic Coal-
        Fired Fleet of 14,700 tons beginning in 2004, and
        decreasing to 5,200 tons by 2010;

    (b) NOx annual cap for the entire Mid-Atlantic Coal-Fired
        Fleet of 36,500 tons beginning in 2004, and decreasing to
        16,000 tons by 2010;

    (c) NOx ozone season cap for the Potomac River Plant of 1,750
        tons beginning in 2004, and decreasing to 1,475 tons by
        2010; and

    (d) emission rate during ozone season of 0.150 lb/Mbtu for
        the entire Mid-Atlantic Coal-Fired Fleet beginning in
        2008.

    The "ozone season" runs from May through September.

(C) Resolution of the alleged violations set forth in the
    enforcement proceedings against Mirant Potomac in connection
    with the "notices of violation" issued by:

    (a) the Virginia DEQ; and

    (b) the EPA.

    The Notices of Violation allege that Mirant Potomac operated
    the Potomac River Plant in violation of an operating permit,
    which (i) established a NOx emission cap of 1019 tons during
    the ozone season and (ii) provided for trading of NOx
    emission allowances under state and federal emissions trading
    rules.

(D) Mirant Potomac and MirMA, collectively, would be required
    to make a one-time payment of $500,000, as well as invest $1
    million in supplemental programs designed to reduce dust and
    particulate matter at the Potomac River Plant.

(E) The Consent Decree provides for transferability of the
    obligations thereunder if the Debtors transfer any of their
    real property and improvements thereon or operations subject
    to the Consent Decree, with the Debtors being potentially
    released from any further obligations under the Consent
    Decree -- with respect to such transferred real property and
    improvements or operations -- with approval by the EPA, the
    Virginia DEQ, or the Maryland Environment Department of the
    successor, and the successor's agreement to assume all
    relevant obligations contained in the Consent Decree.

(F) The Debtors are required to provide semi-annual reports to
    the EPA, the Maryland Environmental Department and the
    Virginia DEQ demonstrating compliance with the terms of the
    Consent Decree.

(G) The Consent Decree contains provisions for remedies and
    stipulated fines for failure to comply.

(H) Any disputes arising under the Consent Decree are to be
    resolved pursuant to the alternative dispute resolution
    procedure set forth in the Consent Decree.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  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)


MORGAN STANLEY: Fitch Puts Low-B Ratings on Two $8.4 Mil. Classes
-----------------------------------------------------------------
Morgan Stanley Capital I, Inc.'s commercial mortgage pass-through
certificates, series 1997-WF1, are upgraded by Fitch Ratings:

      -- $5.6 million class G to 'BB+' from 'BB'.

In addition, Fitch affirms these classes:

      -- $135.4 million class A-2 at 'AAA';
      -- Interest-only class X-1 at 'AAA';
      -- $30.8 million class B at 'AAA';
      -- $33.5 million class C at 'AAA';
      -- $28 million class D at 'AAA';
      -- $33.6 million class F at 'BBB-';
      -- $8.4 million class H at 'B+';
      -- $8.4 million class J at 'B-'.

Fitch does not rate the $11.2 million class E, $5.6 million class
K, or the interest-only class X-2 certificates.  The class A-1
certificates have paid in full.

The upgrades are a result of increased subordination due to
additional loan amortization and prepayments.  The transaction
also benefits from the full defeasance of the largest loan (7.2%),
a hotel portfolio secured by three properties.  As of the March
2005 distribution date, the pool's aggregate collateral balance
has been reduced by 46.1%, to $300.3 million from $559.1 million
at issuance.

There is currently one loan (1.3%) in special servicing. The loan
is secured by an industrial property located in Albany, New York,
and is 90+ days delinquent.  The loan transferred to the special
servicer in September 2004 due to declining occupancy resulting
from the largest tenant vacating its space.  Fitch is monitoring
several loans (10%) with declining occupancies.


ORANGE COUNTY: Moody's Affirms Ba1 Rating on $7.5M Revenue Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on the
Orange County Housing Finance Authority's $7.5 million of
outstanding Multifamily Housing Revenue bonds, Series 2000A
(Maitland Oaks and Hollowbrook Apartments).  The outlook on the
bonds remains negative.  The affirmation of the rating is based
upon Moody's review of unaudited 2004 financial statements and
reflects improved occupancy and debt service coverage.

The Series 2000A Bonds continue to maintain MBIA's bond insurance
and carry MBIA's financial strength of Aaa.  In conjunction with
the delivery these bonds in 2000, the Issuer delivered subordinate
bonds Series C and D, which Moody's does not rate.

Maitland Oaks and Hollowbrook Apartments are 100 unit and 144 unit
properties, respectively, located in Orlando, Florida.  The
project's history of weak financial performance is in large part
due to the overall softening of the Orlando rental market.

                Recent Developments/Results

2004 financials show an improvement in concessions and vacancies,
both positive signs for the project's financial performance.
While debt service coverage of 1.19x in 2003 was lower than 1.43x
in 2002, a small improvement occurred in 2004 with a debt service
coverage of 1.29x.  Weighted occupancy at the beginning of March
2005 is 95%, as compared to 2003 when the weighted average
occupancy was 87%.

While the debt service reserve has not been tapped for the senior
bonds, the debt service reserve pledged to the unrated subordinate
bonds was tapped in July 2003 for approximately $49,000, in
January 2004 for $94,153.77, in July 2004 for $53,346.70 and again
in January 2005.  The balance of the subordinate debt service
reserve is $13,974.  The next payment for subordinate debt is July
1, 2005 in the amount of $94,500.

                           Outlook

The outlook for the bonds remains negative.  Moody's believes that
increased occupancy and improved debt service coverage are
positive signs for the project's financial performance, but
believes the amount of time these improvements have been
measurable is brief and do not yet indicate a prolonged
stabilization.


OWENS CORNING: Bankr. Court Will Handle False X-Ray Readings Issue
------------------------------------------------------------------
Judge Fullam of the U.S. District Court for the District of
Delaware denies Credit Suisse First Boston's request for
withdrawal of the reference with regard to its proposed adversary
case against certain physicians who falsely reported positive X-
ray readings for asbestos-related impairment.

       Debtors Want Indemnity from Potential Counterclaims

On February 28, 2005, at a hearing before Judge Fitzgerald, Barry
Ostrager, Esq., at Simpson, Thacher & Bartlett, in New York,
assured the U.S. Bankruptcy Court for the District of Delaware
that the Banks will indemnify Owens Corning and its debtor-
affiliates for any counterclaims interposed by the B-readers.

Owens Corning's special counsel, Roger E. Podesta, Esq., at
Debevoise & Plimpton LLP, in New York, says the indemnification
agreement satisfies the Debtors' objection.  CSFB will,
therefore, bear the costs of the attorney's fees and expenses
incurred in connection with the adversary litigation, and subject
to potential reimbursement out of recoveries pursuant to
applicable bankruptcy law.

Mr. Podesta tells Judge Fitzgerald that the Debtors do not
concede that there are billions of dollars that have been
improperly paid.  "We investigated these B-readers and tried to
control what was being paid on that basis, and excluded some of
them from various NSP agreements."  Mr. Podesta acknowledges that
the Debtors have expressed concern about the B-readers,
specifically Dr. Harron.

Mr. Podesta says there's strong evidence in the silica hearings
of Dr. Harron reading x-rays for one group of plaintiff's lawyers
for asbestosis and finding small irregular opacities, and then
reading either the same x-ray or another x-ray for the same
individual for silica plaintiff's lawyers and diagnosing
silicosis based on large rounded opacities without ever once
referencing the other.

Mr. Podesta also brings up the Debtors' concern on the issue of
recovery.  Mr. Podesta points out that Dr. Harron would be the
principal defendant, and he's a 73 year-old radiologist from West
Virginia, who no longer has an active practice.  "I don't think a
malpractice claim is going to cover -- any malpractice insurance
he may have is going to cover outright fraud," Mr. Podesta says.

Judge Fitzgerald asked the lawyers who will control any
settlement with potential defendants.  Mr. Podesta presumes that
since CSFB will be taking the lead role, CSFB will consult with
the Debtors concerning potential settlements, subject to the
Court's approval.

Judge Fitzgerald told the lawyers to discuss the specific
language to be included in the order permitting CSFB to commence
an adversary case against the B-readers.  As a condition to
granting CSFB's request, Judge Fitzgerald required CSFB to
provide an indemnity or bond or equivalent form of security to
Owens Corning against potential counterclaims.

           Judge Fitzgerald Denies CSFB's Motion to Sue

CSFB did not comply with the Bankruptcy Court's requirement that
it provide an indemnity or bond to Owens Corning against
potential counterclaims.  Accordingly, Judge Fitzgerald denies
CSFB's request to commence an adversary case, on behalf of the
creditors and the Debtors' estate, against certain B-readers for
fraud.

Judge Fitzgerald will consider her Order upon proof that an
indemnity, bond, or equivalent form of security has been
provided.

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


OXFORD AUTOMOTIVE: Emerges from Chapter 11 Bankruptcy
-----------------------------------------------------
Oxford Automotive, Inc., emerged from chapter 11 bankruptcy
protection on Thursday, March 24, 2005, under a consensual Chapter
11 plan that provides for the sale and/or liquidation of its North
American businesses, while preserving the company's successful
European operations.  Oxford Automotive will continue to operate
exclusively in Europe under the direction of a newly appointed
board and ownership.

"Our strategy to emerge from Chapter 11 is a success," said David
Treadwell, chief executive officer of Oxford.  "We sold the
majority of our North American plants as ongoing operations, thus
retaining jobs and avoiding any disruption for our customers.
Considering the challenges within the supplier industry, this is a
very good resolution that was completed in an expedited process."

Of Oxford's 10 U.S. plants, six have been sold and four have been
or will be liquidated.  The six plants that were sold continue as
ongoing operations.

The Plan of Reorganization names:

          Gary Kulesza
          CLOYSES PARTNERS, LLC
          1625 Broadway, Suite 990
          Denver, Colorado 80202
          Telephone (303) 592-5700

as the plan administrator.  Mr. Kulesza has served as Chief
Reorganization Officer for Oxford since October 2004.

Throughout the reorganization process, turnaround specialist firm
Conway McKenzie & Dunleavy provided financial advisory services.
"The CMD team was instrumental in enabling Oxford to move through
this bankruptcy in a quick and efficient process," said Mr.
Treadwell.

David Treadwell, CEO of Oxford since August of 2004, will leave
the company after it emerges from bankruptcy.  Mr. Treadwell was
named CEO to restructure the company and retain maximum value on
behalf of Oxford creditors.  Mr. Treadwell will serve as a
director of the reorganized Oxford Europe board.

"David did an outstanding job in transitioning Oxford so that it
can continue as a major European supplier, while satisfying the
needs of its North American customer base, and providing the value
sought by Oxford's investors," Mr. Kulesza said.

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


PACIFIC EQUIPMENT: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Pacific Equipment & Irrigation
        1305 S. Wanamaker, Unit A
        Ontario, California 91761

Bankruptcy Case No.: 05-12476

Chapter 11 Petition Date: March 17, 2005

Court: Central District of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: Lazaro E. Fernandez, Esq.
                  3403 Tenth Street Suite 714
                  Riverside, California 92501
                  Tel: (951) 684-4474

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Jacobsen/Textron                            $1,300,000
3800 Arco Corp. Drive
Charlotte, NC 28273

California Bank & Trust                       $127,860
2399 Gateway Oats Drive #110
San Bernardino, CA 95833

Smith-Blair, Inc.                              $85,177
Dept. 0833
PO Box 120001
Dallas, TX 75312-0833

Lastec                                         $53,285
7865 N. 100 E.
Lizton, IN 46149


PEAK ENTERTAINMENT: Forms Strategic Alliance with Maverick Ent.
---------------------------------------------------------------
Peak Entertainment Holdings Inc., (OTC Bulletin Board: PKEH), a
fully integrated multimedia company dedicated to quality
children's television entertainment, character licensing and
consumer products, obtained the exclusive worldwide licensing
rights to Maverick Entertainments Plc's intellectual property
portfolio, which includes the BBC-commissioned classic retro-brand
'Muffin the Mule', which is expected to air in the fall of 2005,
and the highly-rated 'Snailsbury's Tails', which aired last year.

Peak Entertainment and Maverick Entertainment have entered into a
mutually advantageous agreement that is expected to enhance their
respective commercial marketability.  The new relationship will
deliver multi-continental fully-integrated entertainment,
production, distribution (television and home video), publishing,
merchandising and licensing capabilities.

Each company's respective business activities in the entertainment
arena have many common areas of synergy.  Current animation
projects include Peak's action adventure series 'Monster Quest',
and its pre-school show 'The Wumblers', as well as, Maverick's
revival of the BBC 's classic retro-brand 'Muffin the Mule' and
'Snailsbury's Tails'.  The merged intellectual property portfolio
will deliver a truly international broadcast proposition from
which to fully exploit the highly lucrative licensing and
merchandising rights that have been created.

"By harnessing Peak's credentials in the worldwide exploitation of
IP, brand marketing, licensing and toy manufacturing with
Maverick's production, publishing, DVD and video expertise we will
take our 'concept to consumer' vision to a new level," commented
Wilf Shorrocks, Chief Executive Officer and co-founder of Peak.

The new relationship will further provide an increased depth of
management and experience.  This comprehensive pool of talent will
dovetail to deliver improved execution and extensive complimentary
opportunities.

Mike Diprose, Chief Executive of Maverick Entertainment Plc,
added, "Both boards feel that this agreement will provide the
business with a real competitive advantage and, as such, the
rationale is obvious.  The commercial opportunities are endless
and with a potential to improve the trading position of both
companies exponentially.  It is with great anticipation that both
companies have come to this decision to work together in
partnership."

Phil Ogden, Managing Director of Peak concluded; "Considered
industry thinking suggests that commercial successes in the TV-
derived children's entertainment business are a fusion of quality
production to an international broadcast platform.  Companies who
have the ability to control and execute all these key factors from
within a fully integrated business model have the opportunity to
succeed".

                  About Maverick Entertainment

Maverick Entertainment Group plc --
http://www.maverickentertainment.com/-- the AIM listed company
specialising in the creation, acquisition and development of IPR
in children's films, television programmes, characters and related
entertainment products.  Mavericks' Intellectual Property Rights
portfolio includes children's icon Muffin the Mule and Snailsbury
Tails.  Its publishing division represents characters such as
Bananas in Pyjamas, Hairy Maclary, Fairly Odd Parents, 64 Zoo Lane
and the Nelvana Home Video Catalogue.  Muffin the Mule was the
UK's first children's TV character, making his BBC premiere on 20
October 1946.  Hugely successful in the 50s and 60s and now very
much part of English heritage, he is due to return to the screens
in 2005, just in time for his 60th birthday.  Maverick will
initially produce forty, 10 minute episodes to transmit on the BBC
in 2005 and 2006.  The animation team for Muffin was also behind
the successful Snailsbury's Tales, shown on Cbeebies and CBBC last
year and due to air again this year.

                    About Peak Entertainment

Peak Entertainment Holdings Inc. --
http://www.peakentertainment.co.uk/-- is a fully integrated
multimedia company dedicated to quality children's television
entertainment, character licensing and consumer products.  The
Company's unique, fully integrated business model, which includes
concept creation and branding, production of entertainment
programs, character licensing, and manufacturing and distribution
of toys and related consumer products, gives it maximum quality
control and speed-to-market while developing total brand equity.
Peak's properties include Monster Quest, The Wumblers, Little Big
Feet, Countin' Sheep and Mini Flora.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Peak Entertainment reported that at Sept. 30, 2004, and for the
nine months then ended, it has suffered recurring losses, negative
cash flows from operations, negative working capital, an
accumulated deficit of $6,336,922 and a stockholders' deficiency
of $2,143,303.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PENNSYLVANIA ECONOMIC: Moody's Chips $50M Bond Rating to Ba1
------------------------------------------------------------
Moody's has downgraded the rating to Ba1 from Baa3 for the
Pennsylvania Economic Development Financing Authority's
$50 million in outstanding revenue bonds.  The rating outlook is
negative.

The bonds were issued in 2002 to finance the construction of a
1,525-space nine-level parking garage located adjacent to Amtrak's
(rated A3 on Watchlist for possible downgrade) 30th Street Station
in Philadelphia. Issued to finance construction of a single asset,
non-recourse project, the bonds are secured by the net revenues of
the 30th Street Station parking facilities and are not supported
by either tax revenues or Amtrak financial support.

The rating downgrade and negative outlook are based on the weaker-
than-expected financial performance of the new garage during the
first several months of operations and very narrow debt service
coverage by net parking revenues projected for the fiscal year
ending September 30th, 2005.

The downgrade is also based on the expectation that garage access
will likely continue to be limited by activities related to an
adjacent office tower construction until its completion, scheduled
for October 1, 2005.  On-time completion of the office tower
remains outside of the control of the issuer and Amtrak as garage
owner.  Nevertheless, Moody's expects that the timely completion
of the office tower would likely result in parking revenue
increases for the garage.  A debt service reserve fund and excess
capitalized interest provide short-term protection to bondholders
in the case of unforeseen office tower completion delays or
additional delays in the ramp up of garage operations.

Credit Strengths:

   * Parking facilities are expected to enjoy strong demand from
     commuters once accessibility issues are resolved.

   * Adjacent office tower, once completed, is expected to
     generate significant additional parking demand from large
     commercial tenants under multi-year contract.

   * Reserves and excess capitalized interest provide interim
     cushion during completion of office tower and garage ramp up
     period.

Credit Weaknesses:

   * Financial performance and debt service coverage are
     significantly weaker than forecasted.

   * Garage accessibility is currently constrained by activity
     related to the adjacent office tower construction.

   * Increased garage utilization is dependent upon timely
     construction completion and lease up of office tower.

                        Recent Developments

The new garage was completed on schedule and under budget.  The
new garage opened in May 2004 and is operated by Central Parking
System of Pennsylvania, Inc. under a parking management agreement
with a five-year initial term ending January 31, 2008.  The new
garage represents 71% of the total 2,134 spaces that comprise the
parking facilities that generate revenues pledged to support the
bonds.  Additional facilities include a parking deck, below
street, meters and short term spaces.

Preliminary financial results indicate that total parking facility
revenues for the fiscal year ending September 30, 2005 are
projected to equal $5.6 million, or roughly 65% of the original
forecast.  Operating expenses for 2005 are expected to be slightly
below the original forecast at $1.08 million.  These figures are
based on actual results from October through February plus
budgeted results from March through the remainder of the fiscal
year.

Net revenues of $3.73 million plus excess capitalized interest are
expected to provide 1.45 times ("x") coverage of debt service in
2005.  Without capitalized interest, net revenues would cover debt
service by a very narrow 1.07x.  These coverage margins are
significantly weaker than the 1.9x forecasted for 2005 at the time
of the 2002 bond financing and contributed to the rating downgrade
at this time.

Parking revenues are significantly below forecast primarily due to
problems with accessibility to the new garage and parking deck and
are not related to train ridership levels, which continue to be
strong, according to Amtrak.  Access to the new garage has been
limited because of activities related to construction of the
adjacent 29-story office building, known as Cira Centre.  Timely
completion of the building is subject to significant risk factors
outside of Amtrak's control, such as contractor performance,
schedule delays and cost overruns.  Until the building is
completed, construction activities are expected to continue to
result in low utilization and revenue generation from the garage.

Moreover, construction of a covered pedestrian bridge connecting
the garage and the station has been delayed due to the office
building construction.  The bridge is expected to enhance the
safety and accessibility of the garage and will open in
conjunction with the office tower opening.

Longer term, the completed office building has potential to
generate significant additional parking demand and revenues for
bondholders.  The building is roughly 65% leased, and its location
in a Keystone Opportunity Zone gives it certain tax advantages
that make it attractive to certain businesses.  Amtrak cannot sign
leases with commercial tenants for use of the new garage since the
garage was financed with tax-exempt debt.  However, Amtrak is
currently in negotiations with Brandywine for the multi-year lease
of parking in the underground garage.

Parking revenues are also below forecast due to prolonged closure
of the existing parking deck.  The new garage was built on top of
a portion of an existing parking deck (503 spaces).  The remaining
deck (187 spaces) was expected to be resurfaced at modest cost and
operational prior to the garage opening. However, subsequent to
the 2002 bond financing, Amtrak discovered significant
unanticipated structural weaknesses that requires replacement of a
portion of the deck's steel supports and other major repairs.
Amtrak expects to fund this work with unspent bond proceeds
($2.9 million) and an equity contribution (roughly $4 million).
The parking deck is expected to be operational by the end of 2005.

In response to weak financial performance, Amtrak plans to
increase parking rates as of October 1, 2005.  Amtrak expects that
the new rate structure, as well as improved garage access, will
allow the combined parking facilities to generate net revenues to
exceed the 1.25x rate covenant and return to more comfortable debt
service coverage levels.

Bonds are additionally secured by a debt service reserve equal to
maximum annual debt service ($3.56 million), excess capitalized
interest ($1.32 million) and an operating reserve equal to roughly
six months of operating expenses ($549,000).  These funds provide
an interim cushion should there be delays in the office building
completion that further limits garage's accessibility or
additional problems related to ramp up of operations for the
garage or the parking deck.  The bonds are also secured by a
mortgage lien on the property.

Over the medium-term, Moody's expects the garage will return to
more comfortable operating margins, given its desirable location
directly across from the station, reasonable assumptions for
growth in demand, limited competition, competitive parking rates,
and favorable trends in train ridership.

Outlook:

   The outlook is negative based on our expectation that the
   garage will maintain narrow coverage margins until construction
   of the adjacent office tower is completed and garage access
   improves.

What could change the rating - UP

   The rating could improve if net revenues exceed current
   estimates and demonstrate debt service coverage levels closer
   to the original forecast.

What could change the rating - DOWN

   Downward pressure on the rating could result from a significant
   weakening of the projected debt service coverage or protracted
   delays in construction completion of the adjacent office
   building or ramp up of the new garage operations.

Key Indicators:

   * Security: Net revenues from parking facilities; closed lien.

   * Parking spaces: 2,134 spaces

   * Daily rate: $17 for 2-12 hours, $22 up to 24 hours

   * Parking facility projected net revenues, FY2005: $3.7 million

   * Debt service coverage, projected for FY2005: 1.45x including
     excess capitalized interest; 1.07x without capitalized
     interest

   * Debt Service Reserve Fund: MADS ($3.56 million in 2008)

   * Rate Covenant: 1.25x debt service


RCN CORPORATION: Look for Annual Report on April 30
---------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 23, 2004, RCN
Corporation (Nasdaq: RCNIV) consummated its plan of reorganization
and formally emerged from Chapter 11.  The plan, confirmed on
December 8, 2004, by Judge Robert Drain of the Bankruptcy Court in
New York, converted approximately $1.2 billion in unsecured
obligations into 100% of RCN's new equity, and eliminated
approximately $1.8 billion in preferred share obligations.

RCN requires time to complete fresh-start accounting associated
with its emergence from Chapter 11 bankruptcy.  As a result,
the Company was not able to file its 2004 annual report by
March 16, 2005.  The Company anticipates that it will file its
annual report around April 30, 2005.

RCN's emergence financing was comprised principally of borrowings
under a new senior secured financing facility syndicated by
Deutsche Bank AG Cayman Islands Branch in the amount of
$330 million.  In addition, RCN issued $125 million of convertible
second-lien notes to certain investors and holders of the
company's prepetition bond obligations.  The proceeds from the
Deutsche Bank facility and the convertible second-lien notes were
primarily utilized to pay in full-secured indebtedness held by a
syndicate of lenders led by JPMorgan Chase Bank.

RCN also completed the acquisition of PEPCO's 50% stake in the
StarPower Communications, LLC joint venture, enabling RCN to take
full ownership of the Washington, D.C. market for bundled
telephone, cable television and high-speed Internet services.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  The Debtors' confirmed chapter 11 Plan took effect
on December 21, 2004.  Frederick D. Morris, Esq., and Jay M.
Goffman, 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
$1,486,782,000 in assets and $1,820,323,000 in liabilities.


REDDY ICE: Launches $152 Million Cash Tender Offer for Sr. Notes
----------------------------------------------------------------
Reddy Ice Group, Inc., commenced a cash tender offer for its
$152,000,000 aggregate principal amount of 8-7/8% senior
subordinated notes due 2011.  In connection with the tender offer,
Reddy Ice is also soliciting consents to certain proposed
amendments to the Indenture governing the Notes.

The offer is scheduled to expire at 5:00 p.m., New York City time,
on April 21, 2005, unless extended or earlier terminated.  The
total consideration for Notes validly tendered and accepted for
payment by 5:00 p.m., New York City time, on April 5, 2005, will
be equal to the sum of:

     (x) 35% of the equity claw-back price ($1,088.75 per $1,000
         principal amount of Notes validly tendered); and

     (y) 65% of the fixed spread price.

The fixed spread price is equal to the present value on the date
of payment for the Notes, which will occur promptly after the
Expiration Date, of all future cash flows on the Notes (minus
accrued and unpaid interest up to, but not including, the Payment
Date) to August 1, 2007, the first date on which the Notes are
redeemable, based on:

     (a) the yield on the 3.25% U.S. Treasury Note due August 15,
         2007, based on the bid-side price for the Reference
         Security, as of 2:00 p.m., New York City time, on
         April 6, 2005, the eleventh business day immediately
         preceding the scheduled expiration date, as displayed on
         the Bloomberg Government Pricing Monitor, Page PX5, plus

     (b) 75 basis points.

In addition, holders who validly tender and do not validly
withdraw their Notes in the tender offer will receive accrued and
unpaid interest from the last interest payment date up to, but not
including, the Payment Date.  Of this Total Consideration, $20 per
$1,000 principal amount of the Notes represents a consent payment.
No consent payment will be made in respect of Notes tendered after
5:00 p.m., New York City time, on April 5, 2005.

The proposed amendments to the Indenture governing the Notes
would, among other things, eliminate substantially all of the
restrictive covenants and certain events of default contained in
the Indenture.

The offer is subject to the satisfaction of certain conditions,
including there being validly tendered and not validly withdrawn
at least a majority of the aggregate principal amount of the Notes
outstanding and Reddy Ice having available funds sufficient to pay
the aggregate Total Consideration from the anticipated proceeds of
a new senior credit facility and from an offering of equity by
Reddy Ice Holdings, Inc., the parent of Reddy Ice, in connection
with the initial public offering of its common stock.

The terms of the tender offer and consent solicitation are
described in Reddy Ice's Offer to Purchase and Consent
Solicitation Statement, dated March 22, 2005, and the related
Consent and Letter of Transmittal and other related documents.
Copies of the Offer to Purchase and Consent Solicitation Statement
and related documents may be obtained from the Information Agent
for the tender offer and consent solicitation, Morrow & Co., Inc.,
at (800) 654-2468 (US toll-free) and (212) 754-8000 (collect).

Credit Suisse First Boston LLC is the sole Dealer Manager and
Solicitation Agent for the Offer to Purchase and Consent
Solicitation.  Questions regarding the Offer to Purchase and
Consent Solicitation may be directed to Credit Suisse First Boston
LLC, Liability Management Group, at (800) 820-1653 (US toll-free)
and (212) 538-0652 (collect).

This release does not constitute an offer to purchase, a
solicitation of an offer to sell or a solicitation of consent with
respect to any securities. The offer is being made solely by the
Offer to Purchase and Consent Solicitation Statement dated
March 22, 2005.

Headquartered in Dallas, Texas, Reddy Ice Holdings, Inc., and its
subsidiaries manufacture and distribute packaged ice in the United
States serving approximately 82,000 customer locations in
32 states and the District of Columbia under the Reddy Ice brand
name.  The company is the largest of its kind in the United
States. Typical end markets include supermarkets, mass merchants,
and convenience stores.  For the last twelve months ended
June 30, 2004, consolidated revenue was approximately
$260 million.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2004,
Moody's Investors Service assigned a Caa1 rating to the proposed
$100 million gross proceeds senior discount notes, due 2012,
issued by Reddy Ice Holdings, Inc., the ultimate parent holding
company of Reddy Ice Group, Inc.  Moody's also affirmed the
companies' existing ratings pro-forma for the proposed
transactions.  Moody's said outlook remains stable.


SEA CONTAINERS: Weak Earning Prospects Cue S&P to Revise Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Sea
Containers Ltd. to negative from stable.  At the same time, the
'BB-' corporate credit rating was affirmed.

"The outlook revision reflects weaker earnings prospects for Sea
Containers over the near term," said Standard & Poor's credit
analyst Betsy Snyder.  "The company's earnings will be negatively
affected by ongoing high fuel prices at its ferry operations as
well as the less-favorable terms of the new 10-year franchise
agreement that was awarded to GNER, Sea Containers' U.K. rail
operation, yesterday."  The new franchise will extend the
franchise that expires April 30, 2005.

The ratings on Bermuda-based Sea Containers Ltd. reflect a
relatively weak financial profile and financial flexibility.
However, the company does benefit from fairly strong competitive
positions in its major businesses.  Sea Containers is involved in
passenger transport operations and marine cargo container leasing.
It also has a stake of approximately 30% in Orient-Express Hotels
Ltd. (OEH) after the recent sale of 4.5 million shares.  Passenger
transport is the largest operation, accounting for over 90% of
total revenues (although a smaller percentage of earnings and cash
flow).  This business includes passenger and vehicle ferry
services in the English Channel, the Irish Sea, and the Northern
Baltic Sea; and passenger rail service between London and
Scotland, GNER (Great North Eastern Railway).  While Sea
Containers is one of the larger ferry participants on routes it
serves, this is a highly competitive business, with several
participants.  GNER operates under a U.K. government franchise
that was renewed on March 22, 2005, for a 10-year period effective
May 1, 2005.  Marine cargo container leasing primarily includes
Sea Containers' share of its 50/50 joint venture with General
Electric Capital Corp., GE SeaCo SRL, one of the larger marine
cargo container lessors in the world.  Leisure investments include
the company's stake in OEH, which owns and/or manages deluxe
hotels, tourist trains, river cruise ships, and restaurants
located around the world.  Sea Containers had previously owned
100%, but has been selling its stake over the past few years,
using proceeds to reduce debt.  Sea Containers also owns a variety
of smaller businesses.

The ratings anticipate ongoing pressure on earnings over the next
few quarters.  However, if this trend were to continue over an
extended period, ratings could be lowered.  If earnings were to
recover or the company continues to make progress in meeting its
balance sheet debt reduction targets, the outlook could be revised
to stable.


SEMINIS VEGETABLE: Soliciting Consents to Amend Sr. Note Indenture
------------------------------------------------------------------
Seminis Vegetable Seeds, Inc., commenced a cash tender offer to
purchase any and all of its outstanding 10.25% Senior Subordinated
Notes due 2013, as well as a related consent solicitation to amend
the indenture governing the Notes.  The tender offer and consent
solicitation are being conducted in connection with Monsanto
Company's previously announced agreement to acquire Seminis, Inc.,
and its subsidiaries including Seminis Vegetable Seeds, Inc., and
is subject to the closing of that acquisition.

The total consideration to be paid for each validly tendered Note,
subject to the terms and conditions of the tender offer and
consent solicitation, will be paid in cash and calculated based in
part on the 3.125% U.S. Treasury Note due October 15, 2008.  The
total consideration for each Note will be equal to the sum of:

     (i) the product of 65% and the present value of scheduled
         payments on the Note based on a fixed spread pricing
         formula utilizing a yield equal to the Reference Treasury
         Note, plus 50 basis points; plus

    (ii) the product of 35% and 110.25% of the principal amount of
         the Note, which is equal to the equity clawback price at
         which Seminis Vegetable Seeds is permitted to redeem up
         to 35% of the Notes with the proceeds of an equity
         offering or capital contribution. Monsanto has indicated
         that it intends to make a capital contribution to
         Seminis, Inc. in connection with the acquisition. The
         proceeds of such a contribution could be used        to
         effect an equity clawback redemption under the terms of
         the Notes.

The detailed methodology for calculating the total consideration
for Notes is outlined in the Offer to Purchase and Consent
Solicitation Statement dated March 22, 2005, relating to the
tender offer and the consent solicitation.

Seminis Vegetable Seeds, Inc., is also soliciting consents from
holders of the Notes for certain amendments which would eliminate
substantially all of the restrictive covenants and certain of the
events of default contained in the Indenture and the Notes.
Adoption of the proposed amendments requires the consent of
holders of at least a majority of the aggregate principal amount
of Notes outstanding.

The consent solicitation will expire at 5:00 p.m., New York City
time, on Monday, April 4, 2005, unless earlier terminated or
extended.  Holders who validly tender their Notes by the Consent
Time will be eligible to receive the total consideration.  Holders
who validly tender their Notes after the Consent Time, and on or
prior to 11:59 p.m., New York City time, April 19, 2005, will be
eligible to receive the total consideration less $45.00 per $1,000
principal amount.

Notes validly tendered and not withdrawn prior to the Consent Time
will have a settlement date of April 5, 2005, assuming the Consent
Time is not extended.  Notes validly tendered after the Consent
Time and on or prior to the Expiration Date will have a settlement
date one business day following the expiration of the tender
offer.  In either case, holders whose Notes are purchased will be
paid accrued and unpaid interest up to, but not including, the
applicable settlement date.

Holders who tender their Notes must consent to the Amendments.
Holders must validly tender their Notes and deliver their consents
on or prior to the Consent Time in order to be eligible to receive
the total consideration; holders tendering Notes after the Consent
Time will only be eligible to receive the total consideration less
the Consent Amount.  Tendered Notes may not be withdrawn and
consents may not be revoked after the Consent Time.  The tender
offer and the consent solicitation are subject to the satisfaction
of certain conditions, including receipt of consents in respect to
at least a majority of the principal amount of Notes on or prior
to the Consent Time and the completion of the acquisition by
Monsanto on or prior to the Consent Time.

JPMorgan is the sole Dealer Manager for the tender offer and the
consent solicitation and can be contacted at (866) 834-4666 (toll
free).  Global Bondholder Services is the Information Agent and
the Depositary for the tender offer and the consent solicitation
and can be contacted at (212) 430-3774 (collect) or toll free at
(866) 470-4300.

                        About the Company

Seminis Vegetable Seeds, Inc., is a wholly owned subsidiary of
Seminis, Inc., the largest developer, producer and marketer of
vegetable seeds in the world.  The company uses seeds as the
delivery vehicle for innovative agricultural technology. Its
products are designed to reduce the need for agricultural
chemicals, increase crop yield, reduce spoilage, offer longer
shelf life, create better tasting foods and foods with better
nutritional content.  Seminis has established a worldwide presence
and global distribution network that spans 150 countries and
territories.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2005,
Moody's Investors Service placed the ratings of Seminis Vegetable
Seed, Inc., under review for possible upgrade following the
announcement that Monsanto Company (Baa1 senior unsecured) has
signed a definitive agreement to acquire Seminis, Inc., the
holding company of Seminis Vegetable Seed, Inc., for $1.4 billion
plus a performance-based payment of up to $125 million by the end
of fiscal year 2007.

Upon closing of the purchase by Monsanto Company, expected to be
completed during the first half of 2005, and retirement of Seminis
Vegetable's existing debt, Moody's will withdraw its ratings on
Seminis.

The ratings under review for possible upgrade:

   * $75 million senior secured revolver, maturing 9/08 - Ba3,

   * $90 million senior secured term loan, maturing 9/09 - Ba3,

   * $340 million 10.25% senior subordinated notes, due 2013 - B3,

   * Senior implied - B1,

   * Unsecured issuer rating - B2.


SEPSAKOS PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Sepsakos Properties Inc.
        6580 Schamber Drive
        Muskegon, Michigan 49444

Bankruptcy Case No.: 05-03540

Chapter 11 Petition Date: March 17, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtor's Counsel: Mary F. Solis, Esq.
                  1060 W. Norton, Suite 2
                  PO Box 1391
                  Muskegon, Michigan 49443
                  Tel: (231) 780-4819

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,000 to $500,000

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


SGD HOLDINGS: James & Lisa Gordon Want Chap. 11 Trustee Appointed
-----------------------------------------------------------------
James Gregory Gordon and Lisa Kaye Gordon ask the U.S. Bankruptcy
Court for the Northern District of Texas, Fort Worth Division, to
appoint a chapter 11 Trustee in SGD Holdings, Ltd.'s chapter 11
case.

James and Lisa relate that in 1999, the Debtor -- led by George
David Gordon Jr. -- began to use a "pump and dump" scheme to
defraud the shareholders.  They allege that SGD refused to hold a
shareholders' meeting during the last 6 years.  The effect of
SGD's refusal to hold a meeting resulted in James Gordon losing
70% of the outstanding shares in the Company.  James happens to be
the David's younger brother.

In the "pump and dump" scheme, David Gordon along with Terry
Washburn and others converted the 75,000,000 shares of James
Gordon so that he didn't get any share of the common stock.
Without the conversion, James would have been the supermajority
shareholder of SGD.  According to James, David manipulated and
prevented shareholder meetings, filed false reports with the
Securities and Exchange Commission, and structured debt so that
only allies of David controlled SGD.

James and Lisa Gordon further relate that SGD filed for bankruptcy
a day before they filed a lawsuit against the Debtor and David for
securities fraud, stock fraud, fraudulent conversion and legal
malpractice.  James says he was terminated from SGD for refusing
to sign a fraudulent Form 10-K.  SGD has been admonished in 2003
for filing fraudulent reports with the SEC.

According to James and Lisa, some creditors in this bankruptcy
case -- Harry Schmidt, Michael Pruitt, and Avene Financial
Corporation -- are actually insiders working closely with David,
et al., to wrest control of SGD away from the shareholders.

James reminds the Court that Terry Washburn, president and CEO of
SGD, admitted in a court hearing that he didn't know SGD's auditor
is not a licensed certified public accountant but knew the auditor
received sanctions from SEC for securities law violations.

James and Lisa believe that SGD's case is going to get messy and
will get worse without a disinterested administrator at the helm.
They assert that the Debtor has no corporate authority to file a
bankruptcy proceeding and they urge the Court to appoint a Chapter
11 Trustee as quickly as possible.

Headquartered in Addison, Texas, SGD Holdings, Ltd. --
http://www.sgdholdings.com/-- is a holding company engaged in
acquiring and developing jewelry businesses.  SGD Holdings'
principal operating subsidiary, HMS Jewelry Company, Inc., is a
national jewelry wholesaler, specializing in 18K, 14K and 10K gold
and platinum jewelry.  The Company filed for chapter 11 protection
on January 20, 2005 (Bankr. D. Del. Case No. 05-10182, transferred
March 8, 2005, to Bankr. N.D. Tex. Case No. 05-42392).  When the
Debtor filed for protection from its creditors, it estimated $10
million in assets and estimated $50 million in debts.  The Debtor
is represented by Donna L. Harris, Esq., at Cross & Simon, LLC, in
Wilmington, Delaware.


SOLUTIA INC: Court Approves Canadian Unit Settlement Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Solutia Inc. and its debtor-affiliates' settlement with
their non-debtor affiliate Solutia Canada, Inc., UCB S.A., Cytec
Industries Inc., Surface Specialties, Inc., and Surface
Specialties S.A.

               Solutia's Sale Transaction with UCB

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in New
York, relates that Solutia, Inc., entered into various contracts
in connection with the sale of its resins, additives, and adhesive
business to UCB, SA, pursuant to a Stock and Asset Purchase
Agreement dated December 2, 2002.  The Contracts were subsequently
assigned by UCB, UCB, Inc., and UCB Chemicals Corp. to SSI and
SSSA pursuant to an internal restructuring conducted by UCB.

Numerous monetary disputes arose between the parties.  UCB
asserted a claim for $1,787,500 against Solutia relating to
purchase price adjustments under the Solutia Stock and Asset
Purchase Agreement.  UCB also believes that it owes Solutia
$1,878,500 as a result of purchase price adjustments.  UCB further
asserts a liquidated claim for $32.5 million for reimbursement of
taxes paid and related interest on amounts due and payable to
certain tax authorities as well as an unliquidated claim for
future taxes, currently estimated by UCB to be $17 million.

SSI's claims against Solutia are set forth in a proof of claim
filed on November 29, 2004, for $6,699,053 for amounts owing under
the Contracts.  SSI also asserted that it owes Solutia $7,153,382.

               UCB's Sale of the Business to Cytec

UCB and Cytec are parties to a Stock and Asset Purchase Agreement
dated as of October 1, 2004 pursuant to which UCB agreed to sell
certain assets, including the stock of SSI and SSSA, to Cytec.  To
comply with certain requirements set forth in the UCB Stock and
Asset Purchase Agreement, UCB requested Solutia to assume the
Contracts and that Solutia and SOCAN consent to the assignments of
the Contracts and waive any rights they may have to terminate or
cease to perform any of the Contracts, or modify their performance
of or any terms or conditions of any of the Contracts.  The
parties agreed to certain amendments to certain of the Contracts
that are beneficial to Solutia and its affiliates.  In addition,
UCB and its affiliates agreed to pay certain sums to Solutia and
SOCAN, and to waive significant portions of the amounts alleged in
the UCB Proof of Claim and the SSI Proof of Claim to be owed by
Solutia to UCB and its affiliates.

                          Settlement

On December 30, 2004, Solutia, SOCAN, UCB, Cytec, SSI and SSSA
entered into the Settlement Agreement, in which, among other
things:

   (a) the parties agreed to amend certain Assumed Contracts;

   (b) Solutia agreed to assume the Assumed Contracts, as
       amended;

   (c) Solutia and SOCAN consented to UCB's assignment of the
       Contracts to Cytec; and

   (d) in settlement of certain monetary disputes under the
       Contracts, UCB, SSI, SSSA and Cytec agreed to:

      (1) pay $7.5 million to Solutia;

      (2) pay CN$3,948,059 to SOCAN;

      (3) waive $34.2 million of the UCB Proof of Claim;

      (4) waive $2,934,104 of the SSI Proof of Claim; and

      (5) waive any obligation to pay $2,753,517 allegedly due
          from SOCAN for accounts receivable collected on behalf
          of UCB, SSI or SSSA.

Of these obligations, UCB, SSI and SSSA have already paid to
Solutia $4,500,000 and to SOCAN CN$3,948,059.

                        Assumed Contracts

Three of the Assumed Contracts relate to Solutia's Indian Orchard
Site located in Springfield, Massachusetts, at which a portion of
the equipment purchased by UCB as part of the Business is located.
Two of the Assumed Contracts relate to intellectual property while
three other Assumed Contracts are sales agreements with UCB that
Solutia entered into in connection with the sale of the Business.

               SOCAN and the LaSalle Toll Agreement

Although SOCAN is not a debtor in these cases and therefore does
not seek Court approval with respect to its actions, UCB and its
affiliates requested that SOCAN consent to the assignment to Cytec
of the LaSalle Toll Agreement, pursuant to which SOCAN performs
certain toll conversion services to convert SSI's raw materials
into products.  To induce SOCAN to consent to the assignment, UCB
and Cytec agreed to make certain payments to SOCAN under the
LaSalle Toll 11 Agreement.  UCB paid SOCAN CN$3,948,059 in
satisfaction of all past due obligations under the LaSalle Toll
Agreement.  In addition, upon execution of the Settlement
Agreement UCB paid to Solutia $141,526 Canadian representing a
reimbursement of capital expenditures under the LaSalle Toll
Agreement and agreed to cure any payment defaults by UCB under the
LaSalle Toll Agreement.  UCB and Cytec also agreed to release
Solutia and SOCAN from any obligation to pay $2,753,517 allegedly
due from SOCAN for accounts receivable collected on behalf of UCB.

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)



SOUTHWEST COOLING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southwest Cooling, LLC
        520 Olive Avenue
        Holtville, California 92250

Bankruptcy Case No.: 05-02093

Chapter 11 Petition Date: March 16, 2003

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Donald L. Scoville, Esq.
                  1005 State Street
                  P.O. Box 394
                  El Centro, California 92244-0394
                  Tel: (760) 352-3130

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
3D Cooling Inc.               Trade Debt                $350,739
520 Olive Avenue              Collateral FMV:
Holtville, CA 92250           $250,000

Andrew SMith Co.              Disputed                  $218,234
4832 El Camino Real
South Salinas, CA 93908

Growers Ice Co.               Trade Debt                $125,552
PO Box 298
Salinas, CA 93902-0298

PG & E                        Trade Debt                 $35,719

Golden Gate Petroleum         Trade Debt                 $26,353

Internal Revenue Service      Taxes                      $25,258

CIM Electric Inc.             Trade Debt                 $14,530

Food Services Ins             Trade Debt                 $12,262

Quinn Engine Systems          Trade Debt                 $11,634

Franchise Tax Board           Taxes                       $7,556

Donna D. Yarnell Tax          Taxes                       $7,337

Guadalupe Hardware            Trade Debt                  $7,121

Yuma Equipment                Trade Debt                  $7,059

Donna D. Yarnell Tax          Taxes                       $6,805

Precision Electric            Trade Debt                  $6,495

Western Exterminator          Trade Debt                  $5,950

Praxair Dist.                 Trade Debt                  $5,582

Alta Lift Tile                Trade Debt                  $5,068

Praxair Dist.                 Trade Debt                  $4,272

Central Coast Cases           Trade Debt                  $4,051
Managers


SPIEGEL INC: Hires Watson Wyatt to Craft New Employee Equity Plan
-----------------------------------------------------------------
The Hon. Cornelius Blackshear of the U.S. Bankruptcy Court for the
Southern District of New York gave Spiegel Inc., and its debtor-
affiliates permission to expand the scope of employment of Watson
Wyatt & Company, nunc pro tunc to January 10, 2005, to provide
additional consulting services related to the development of the
Debtors' Chapter 11 Plan.

The Debtors' Board of Directors has determined that it is
necessary to develop a post-emergence equity plan to assure the
retention and continued motivation of the Debtors' key employees
so that those employees continue to achieve results necessary to
assure a successful emergence from Chapter 11.

Specifically, Watson Wyatt will:

   (a) make recommendations as to the translation of past stock
       option data into economic value, ensuring that the
       emerging firm has a large enough market capitalization,
       the development of a management team structure with a
       focus on current talent, and how to deliver economic value
       to executives; and

   (b) undertake additional "ad-hoc" project work, to include
       holding meetings and maintaining ongoing communications
       with Spiegel management, the various Creditors Committees,
       legal counsel and bankruptcy professionals on equity pay
       related issues.

In addition to those additional services, the parties anticipate
an ongoing advisory relationship in which the Debtors may require
Watson Wyatt to perform additional projects related to the
rendering of employee benefits advice, including, but not limited
to, annual incentive design, further post-emergence equity plan
design and other general consulting services.  The scope of those
Ongoing Services has not yet been negotiated between the Debtors
and Watson Wyatt but the pricing of the Ongoing Services will be
consistent with the previous application.

Pursuant to the terms and conditions of the second engagement
proposal between the parties, if any of Watson Wyatt's services
do not conform to the requirements of the general terms and
conditions of their engagement and any applicable engagement
letter, the Debtors will notify Watson Wyatt promptly, which will
re-perform those services at no additional charge or, at Watson
Wyatt's option, will refund the portion of the fees paid with
respect to those services.

If re-performance of the services or refund of the applicable
fees would not provide an adequate remedy for damages arising
from the performance, non-performance, or breach of the general
terms of their engagement and any applicable engagement letter,
Watson Wyatt's maximum total liability will be limited to direct
damages not to exceed $250,000 or, if greater, the fees payable
with respect to the particular engagement pursuant to which that
liability arises.

However, the Watson Wyatt Liability Cap does not apply to the
extent that any liability arises from the gross negligence or
willful misconduct of Watson Wyatt, its employees, affiliates,
agents or contractors or from bodily injury, death of any person,
or damage to any real or tangible personal property.

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: Hires Spencer Stuart to Scout for New Directors
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Spiegel Inc., and its debtor-affiliates, and the Official
Committee of Unsecured Creditors permission to employ Spencer
Stuart as their consultant.

Following emergence, Otto and its affiliates, which is associated
with Spiegel, Inc.'s prepetition directors, will no longer be
Spiegel's controlling shareholders.  Therefore, Spiegel is
seeking the assistance of Spencer Stuart in conducting an
efficient and expedient search for new directors.

Spencer Stuart has nearly 50 years of experience in the executive
search field and is one of the leading executive search firms in
the United States, with involvement in over half of all board
recruitments handled.  Moreover, Spencer Stuart has been employed
to conduct executive and board searches for a number of companies
emerging from bankruptcy including Federated Department Stores,
Payless Cashways, Inc., and Warnaco.

Spencer Stuart's services will include, among other things:

   (i) meeting with the Debtors and the Committee to develop
       background information on the significant issues and
       creditor to become as knowledgeable as possible about
       Spiegel and the relevant positions, as to obtain the full
       benefit of the Debtors' and the Committee's thinking,
       prior to approaching and meeting with candidates;

  (ii) working with the Debtors and the Committee to develop
       detailed position specifications based on, inter alia,
       Spencer Stuart's knowledge of the business;

(iii) constructing a search strategy for the positions to define
       and prioritize potential candidate locations, position
       levels and other elements of the search focus to ensure a
       comprehensive search assignment;

  (iv) conducting an intensive search utilizing Spencer Stuart's
       retail networks and knowledge of the marketplace to yield
       qualified individuals for the Debtors and the Committee to
       compare and evaluate;

   (v) thoroughly interviewing qualified candidates to obtain a
       realistic understanding of their experience,
       accomplishments, capabilities, and potential, and
       preparing and presenting a comprehensive resume for review
       of each candidate recommended to be interviewed;

  (vi) presenting the best qualified and interested individuals
       for selection interviews;

(vii) assisting as necessary in developing and negotiating the
       final compensation package and other terms of employment
       for the directors;

(viii) conducting reference checks of successful candidates,
       including:

       -- speaking directly with individuals who are or have been
          in positions to evaluate the candidate's performance on
          the job; and

       -- verifying information like university degrees and
          professional qualifications; and

  (ix) conducting periodic progress reviews with the Debtors and
       the Committee to discuss the individuals contacted,
       candidate interest, recruiting issues, and any other
       matters related to the search.

Spencer Stuart will be retained until the completion of the
assignment unless the employment is terminated by the Debtors,
the Committee or the firm itself.

The Debtors and the Committee believe that Spencer Stuart's
proposed compensation is reasonable in light of the services to
be performed and is consistent with the industry standards for
executive search firms.

Spencer Stuart's retainer fee will be $330,000, which will be
billed in three equal installments of $110,000.  The installments
are to be paid by or on January 31, 2005, February 28, 2005, and
March 31, 2005, if the Retention Order has been entered.  If the
Retention Order is not entered prior to an Installment Date,
Spencer Stuart will be paid as soon as practicable for that
Installment.

In addition, Spencer Stuart will be reimbursed for direct, out-
of-pocket expenses, which will be billed as incurred.

Mr. Deutsch states that in the event the Debtors and the
Committee discontinue the firm's engagement after the first
month, fees are considered earned to the date of cancellation on
a 90-day pro-rated basis from the date Spencer Stuart was
authorized to proceed on the project.  However, the first month's
fees plus associated overhead are considered earned in their
entirety at the commencement of the assignment regardless of the
cancellation date.

The parties' Engagement Letter provides that if the Debtors
decide to expand the Board and hire any candidates that Spencer
Stuart presented or identified within one year from the
completion or termination of the assignment for those new Board
seats, Spencer Stuart will bill an additional board search fee of
$65,000 per director.  For those candidates who will be hired for
a management position, a one-third fee will be billed of the
agreed upon first year's total cash compensation plus any
potential first-year bonus minus any fee paid by the Debtors for
the board search for that candidate.

Julie Hembrock Daum, the firm's practice leader for the North
American Board Services Practice, attests that Spencer Stuart
does not hold or represent an interest adverse to the
Debtors in connection with their Chapter 11 cases and is a
"disinterested person" as defined by Section 101(14) of the
Bankruptcy Code.

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)


STEPHEN M. HOUSE: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Stephen M. House
        dba House And Company Certified
        Public Accountant And Financial Services
        8155 Hampstead Way
        Granite Bay, California 95746

Bankruptcy Case No.: 05-22931

Chapter 11 Petition Date: March 17, 2005

Court: Eastern District Of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Barry H. Spitzer, Esq.
                  2485 Natomas Park Drive, Suite #340
                  Sacramento, California 95833
                  Tel: (916) 567-1175

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
National West                 Lawsuit-Alleged         $3,000,000
Manufacturing, Inc.           embezzlement
c/o Mark A. Sirlin, Esq.
813 F Street, 2nd Floor
Sacramento, CA 95814

Charles and Lillian Risley    Loan/Lawsuit              $600,000
6061 Golden Center Court
Apartment 108
Placerville, CA 95667

Donal Fagin, Beneficiary      Loan                      $261,500
The Barbara Hale
Revocable Trust
40064 Thurston Street
Fermon, CA 94538

Hazel Elizabeth Henshaw       Loan                      $228,000

Florence Brown Trust          Loan                      $175,000

Roseville Bank of Commerce    Value of                   $80,000
                              security:
                              $40,000

Little Dry Creek Farms, LLC   Funds owed to LLC          $50,000

Ronals Johnston,Beneficiary   Loan                       $45,600
The Barbara Hale
Revocable Trust

Bank One                      Credit Card                $19,500
Bankruptcy Support            purchases

Franchise Tax Board           Income Tax                 $16,835

Bank of America               Credit Card                $13,000
                              purchases

Equity Office                 Lease obligation            $8,980

Rancho Caleta, LLC            Quarterly                   $7,000
                              assessment

Wells Fargo Bank              Credit Card                 $7,000
                              purchases

SureWest                      Utilities                   $1,127

Taylor Made                   Business                    $1,125
Leasing Company               Water Filter

Pitney Bowes                  Postage meter                 $260

Lora Richmond                 Lawsuit-Alleging           Unknown
                              sexual harassment


TORCH OFFSHORE: Committee Taps Alvarez & Marsal as Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Torch Offshore,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana for permission to retain Alvarez
& Marsal, LLC, as their financial consultant.

Alvarez & Marsal is expected to:

     a) review and evaluate the current and prospective financial
        and operational condition of the Debtors, including but
        not limited to cash receipts and disbursement forecasts;
        short term and long term business plans and various plans
        of reorganization that may be considered or pursued by the
        Debtors; and review appraisals, DIP financing, asset sale
        and plans to recapitalize or reorganize the Debtors;

     b) assist the Committee and its counsel in evaluating and
        responding to various developments or motions during the
        course of the chapter 11 case, including providing expert
        testimony; and

     c) provide other services that may be required by the
        Committee which are also acceptable to the Firm.

Dean Swick, a Managing Director at Alvarez & Marsal, will be the
lead professional in this engagement.  Mr. Dean discloses the
hourly billing rates of his Firm's professionals:

          Designation               Billing Rate
          -----------               ------------
          Managing Director         $500 - $750
          Director                   350 - 450
          Associate/Analyst          175 - 350

Mr. Swick's billing rate is $600 per hour.

To the best of the Committee's knowledge, Alvarez & Marsal holds
no interest materially adverse to the Debtors and their estates.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $201,692,648 in total assets and $145,355,898 in total
debts.


TORCH OFFSHORE: Committee Wants Chapter 11 Trustee Appointed
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Torch Offshore,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana to appoint a chapter 11 trustee
in the Debtors' restructuring proceedings.

The Committee explains that a chapter 11 trustee is necessary
because the Debtors' management is allowing two secured lenders --
GE Credit Corporation and Regions Bank -- to control their chapter
11 cases.  The Debtors' professionals, the Committee says, are
being incentivized to assist in the asset sell-off.   According to
the Committee, if these lenders aren't stopped, any chance of a
successful reorganization will be lost.

The Committee also wants a disinterested person to investigate
approximately $3.7 million of prepetition payments to insiders and
out-of-state professionals.

              How the Lenders are Taking Control

Regions Bank and GE Credit Corporation, the Committee says, are
dictating the terms of these bankruptcy proceedings through a DIP
financing facility.  The Committee is puzzled that the Debtors
would be needing new loans since they have $2,555,000 cash on
hand.  The Committee believes that what the Debtors need is only
the use of cash collateral.

The Committee insists that the final approval of the DIP facility
should be vacated to stop GE from seizing the Debtors' three
vessels.  The Debtors assessed the vessels for over $43 million
but, under the settlement with GE, it is unlikely that more than
$18 million will be realized upon their sale.

The Debtors owe Regions Bank approximately $98 million in
prepetition debt.  The DIP agreement, requires the Debtors to pay
Regions Bank $5.7 million annually as interest on the prepetition
debt.  The payment must come from the DIP loan.  The Committee
thinks this is onerous and overreaching.

The Committee discloses that out of the $6.9 million DIP loan,
approximately $6.5 is allocated to pay interest to Regions Bank,
the Debtors' professionals and critical vendors who didn't get
Court approval to be paid.

The Committee also believes that three of the Debtors' out-of-
state professionals aren't disinterested:

   * King & Spalding LLP as general counsel,
   * Raymond James & Associates, Inc., as investment bankers, and
   * Bridge Associates LLC as restructuring advisors.

The Committee is quite certain GE may be a very large K&S client.
Also, K&S listed Regions Bank as a former client.

K&S also surprised the Committee by asking it to withdraw its
opposition against the retention of Bridge Associates and Raymond
James.  In fact, the Committee says, part of a proposed settlement
with GE is the withdrawal of objections against Bridge and Raymond
James.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $201,692,648 in total assets and $145,355,898 in total
debts.


UAL CORPORATION: Reports $179 Million Operating Loss in February
----------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, delivered its
February Monthly Operating Report to the United States Bankruptcy
Court last week.  The company reported an operating loss of
$179 million for February 2005.  Fuel expense for the month was
$57 million higher than February 2004 on 4% lower capacity. The
company reported a net loss of $291 million, including $92 million
of largely non cash reorganization expenses.  Unit costs (CASM) in
February increased 3% over the same month last year on 4% lower
capacity.  Excluding fuel, unit costs in February decreased
4% year-over-year.  Mainline passenger unit revenue in February
decreased 2% over the same period a year ago.

UAL ended February with a cash balance of $2.2 billion, which
included $870 million in restricted cash (filing entities only).
The cash balance increased $183 million during the month of
February, driven by strong bookings and was ahead of plan.  UAL
met the requirements of its debtor-in-possession (DIP) financing.

"Recent fare increases have been modestly encouraging, but the
industry still has a long way to go in raising fares and reducing
capacity to offset burgeoning fuel costs," said Jake Brace,
executive vice president and chief financial officer. "Consistent
with our business plan, we still believe that termination and
replacement of our defined benefit pension plans is necessary.
Our goal remains to reach agreement with our unions on this issue
and avoid a costly, time-consuming trial currently set to begin
May 11, but there is much work left to do."

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.  Employing 61,200 workers, United, United Express and
Ted operate more than 3,500 flights a day to more than 200 U.S.
domestic and international destinations from hubs in Los Angeles,
San Francisco, Denver, Chicago and Washington, D.C. 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.


UAL CORPORATION: Gate Gourmet Holds $2.75 Million Claim
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized UAL Corporation and its debtor-affiliates to enter into
a Master Agreement and Ancillary Agreements with Gate Gourmet,
Inc.  As part of the Settlement, the Debtors agreed to file a
Stipulation in acknowledgement of Gate Gourmet's Claims.

The parties stipulate and agree that Gate Gourmet's Claim No.
38911 is fixed and allowed as a general unsecured claim for
$2,752,796.  The Claim will be paid pro rata as other general
unsecured creditors.  The Debtors will not object to the Claim
nor seek its alteration.

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.  Employing 61,200 workers, United, United Express and
Ted operate more than 3,500 flights a day to more than 200 U.S.
domestic and international destinations from hubs in Los Angeles,
San Francisco, Denver, Chicago and Washington, D.C. 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)


ULTIMATE ELECTRONICS: Closes 30 Retail Stores & Reduces Employees
-----------------------------------------------------------------
Ultimate Electronics, Inc.'s Board of Directors authorized a plan
to close retail store locations and reduce the number of central
office employees.

Under the plan, the Company will close approximately 30 of its
retail store locations in Iowa, Kansas City, Missouri, South
Dakota, Texas, and Utah markets.  The Company is actively seeking
bids from third party liquidators to manage the store closings.
The plan anticipates store closing sales will begin on or about
April 9, 2005, and be completed by approximately June 30, 2005.
Approximately 900 employees of the Company will be impacted as a
result of the store closings.

"The Company expects to continue to operate 32 stores in Arizona,
Kansas, Minnesota, St. Louis, Missouri, Nevada, New Mexico, and
Oklahoma," the Company said in its regulatory filing.

On March 22, 2005, the Company notified approximately 65 central
office employees that they would be terminated.  Certain
terminations were effective immediately, while others will occur
over the course of the store closures, as a number of employees
will be needed to facilitate the store closing process.

In conjunction with these plans, the Company will incur charges
related to lease terminations, disposal of fixed assets,
liquidation of inventory, employee severance and other exit costs.
In light of the Company's current financial status, the bankruptcy
filing and the ongoing reorganization efforts, the Company is
currently unable to make an estimate of the costs, charges and
cash outlays associated with the store closings.

                      Director Resignation

Bruce Giesbrecht, CEO of Hollywood Entertainment Corporation, has
resigned as a member of the Company's Board of Directors, Audit
Committee, and Nominating and Corporate Governance Committee
effective March 22, 2005.   Mr. Giesbrecht resigned the day after
Mark J. Wattles, Chairman of the Board and CEO of the Company,
sent a letter to the Board of Directors of Hollywood and
Blockbuster, Inc. expressing his interest in acquiring up to 50%
of Hollywood's stores.

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc.
-- http://www.ultimateelectronics.com/-- is a specialty retailer
of consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid-to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000


ULTIMATE ELECTRONICS: Opposes Bid for Appointment of Equity Panel
-----------------------------------------------------------------
On March 18, 2005, an ad hoc committee of Ultimate Electronics,
Inc. shareholders filed a motion to (1) appoint an official
committee of equity securityholders or (2) in the alternative,
appoint a Chapter 11 trustee.  The Company says that it plans to
oppose the motion filed by the Ad Hoc Committee because
shareholders are out of the money.

As previously reported in the Company's Current Report on Form 8-K
filed with the SEC on February 16, 2005, based upon testimony
given by FTI Consulting at a hearing before the Bankruptcy Court
on February 14, 2005, it appears unlikely that the outcome of the
Company's reorganization will result in any value for the holders
of the Company's common stock.

"It is not currently possible to predict the length of time the
Company will operate under the protection of the Bankruptcy Code
and the supervision of the Bankruptcy Court, when the Company will
file a plan or plans of reorganization with the Bankruptcy Court,
the outcome of the Chapter 11 proceedings in general, or the
effect of the proceedings on the business of the Company or on the
interest of the various interested parties," David A. Carter
the Debtor's Senior Vice President-Finance and Chief Financial
Officer, says in a regulatory filing delivered to the Securities
and Exchange Commission last week.

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc.
-- http://www.ultimateelectronics.com/-- is a specialty retailer
of consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid-to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000



ULTIMATE ELECTRONICS: Lender Waives DIP Loan Default
----------------------------------------------------
Ultimate Electronics, Inc., and Wells Fargo Retail Finance, LLC,
entered into a third amendment to the Company's debtor-in-
possession loan and security agreement modifying certain terms and
conditions of the DIP financing facility.  Wells Fargo agrees to
waive the Company's existing defaults under the loan agreement
arising from the Company's failure to:

   (a) deposit certain proceeds received from American Express and
       certain vendors on or about March 15, 2005, into a
       Concentration Account; and

   (b) timely deliver to the Agent a new business plan.

The Loan Agreement provides that upon the occurrence of an event
of default, the Lenders holding a majority of the obligations
under the Loan Agreement may, among other things, terminate the
unused commitments under the Loan Agreement and declare all
obligations under the Loan Agreement immediately due and payable.

The amended credit agreement requires the Company to provide the
Agent with certain business and financial information regarding
the Company, including:

   1) the Company's revised business plan,

   2) identification of any liquidity shortfalls,

   3) a stalking horse agency agreement for all retail locations
      that the Company proposes to close;

   4) either commitments to provide the Company with additional
      funds to eliminate any liquidity shortfalls identified in
      its revised business plan or bid packages relating to the
      Company's warehouse and remaining retail locations in a form
      to be provided to retail inventory liquidators, and

   5) evidence that the Company has entered into an agency
      agreement, following Court approval, relating to all retail
      locations proposed to be closed in connection with the
      Company's revised business plan.

As reported in the Troubled Company Reporter on Feb. 21, 2005, the
U.S. Bankruptcy Court for the District of Delaware granted
Ultimate Electronics final approval of up to $118.5 million in
debtor-in-possession financing provided by Wells Fargo Retail
Finance and Mark Wattles.  The Debtors are authorized to:

   -- borrow and re-borrow up to $100 million on a revolving
      basis;

   -- issue up to $5 million of new letters of credit;

   -- borrow $13 million under a Tranche B subfacility; and

   -- borrow $5.5 million under a Tranche C subfacility.

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc.
-- http://www.ultimateelectronics.com/-- is a specialty retailer
of consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid-to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000


USG CORP: FMR Corporation Discloses 12.898% Equity Stake
--------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated February 14, 2005, FMR Corporation discloses
holding 5,548,300 shares or 12.898% of the common stock
outstanding of USG Corporation:

                                    No. of Shares   Percentage
                                    Beneficially    Outstanding
   Reporting Person                 Owned           of Shares
   ----------------                 -------------   -----------
   FMR Corp.                            5,548,300     12.898%
   Edward C. Johnson 3d                 5,548,300     12.898%
   Abigail P. Johnson                   5,548,300     12.898%

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR Corp. and an investment adviser registered under Section
203 of the Investment Advisers Act of 1940, is the beneficial
owner of 5,387,000 shares or 12.523% of the Common Stock
outstanding of USG Corporation as a result of acting as
investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940.

The ownership of one investment company, Fidelity Low Priced
Stock Fund, amounted to 4,302,800 shares or 10.003% of the Common
Stock outstanding.

Edward C. Johnson 3d, FMR Corp. -- through its control of
Fidelity -- and the Funds, each has sole power to dispose of the
5,387,000 shares owned by the Funds.

Neither FMR Corp. nor Edward C. Johnson 3d, as Chairman of FMR
Corp., has the sole power to vote or direct the voting of the
shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees.  Fidelity carries out the
voting of the shares under written guidelines established by the
Funds' Boards of Trustees.

Fidelity Management Trust Company, a wholly owned subsidiary of
FMR Corp. and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, is the beneficial owner of
161,300 shares or 0.375% of the Common Stock outstanding of the
Company as a result of its serving as investment manager of the
institutional accounts.

Edward C. Johnson 3d and FMR Corp., through its control of
Fidelity Management Trust Company, each has sole dispositive
power over 161,300 shares and sole power to vote or to direct the
voting of 161,300 shares of Common Stock owned by the
institutional accounts.

Members of the Edward C. Johnson 3d family are the predominant
owners of Class B shares of common stock of FMR Corp.,
representing approximately 49% of the voting power of FMR Corp.
Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR Corp.  Mr. Johnson 3d
is Chairman of FMR Corp. and Abigail P. Johnson is a Director of
FMR Corp.  The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in accordance with
the majority vote of Class B shares.

Accordingly, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR
Corp.

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)


USG CORPORATION: Wants More Time to Remove State Court Actions
--------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, tells Judge Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware that USG Corporation
and its debtor-affiliates need more time to determine which among
their pending asbestos products liability actions and other
actions should be removed from state court and subsequently
transferred to the Bankruptcy Court and the District Court.  Mr.
DeFranceschi explains that the Debtors do not wish to take those
steps unless and until those steps are proven necessary or useful
in the administration of their Chapter 11 cases.  The Debtors need
to retain flexibility to remove cases to federal court as their
bankruptcy cases progress.  In addition, the Debtors may wish to
remove certain non-asbestos-related cases and, thus, need to
preserve flexibility with respect to those cases as well.

Accordingly, the Debtors ask the Court to extend the period
within which they may file certain notices of removal through and
including the date that is 30 days after the effective date of a
plan of reorganization.  The Debtors' request applies to:

   (a) any prepetition asbestos-related actions brought against
       U.S. Gypsum Company or any of the Debtors;

   (b) prepetition non-asbestos actions brought against any of
       the Debtors; and

   (c) any asbestos-related or non-asbestos-related actions
       brought postpetition against any of the Debtors.

The Debtors further ask the Court that the extension of the
Removal Period be without prejudice to any position they may take
regarding whether Section 362 of the Bankruptcy Code applies to
stay any Proceedings, their right to seek further extensions of
the Removal Period, and any position they may take regarding the
effect of the filing of a proof of claim on any Proceedings or
any related matters.

Mr. DeFranceschi believes that the extension will protect the
Debtors' valuable right to economically adjudicate lawsuits under
28 U.S.C. Section 1452 if the circumstances warrant removal.

The Court will convene a hearing on April 25, 2005, to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Debtors' Removal Period is automatically extended through the
conclusion of that hearing.

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


VIVENTIA BIOTECH: Equity Deficit Widens to CDN$21.255M at Dec. 31
-----------------------------------------------------------------
Viventia Biotech, Inc., (TSX:VBI) reported financial and
operational results for the year ended December 31, 2004.

Highlights:

   -- Announced positive safety and efficacy results from a Phase
      I trial for Proxinium(TM) in advanced, recurrent head and
      neck cancer.

   -- Completed enrolment for a second safety and efficacy trial
      for Proxinium(TM) in advanced, recurrent head and neck
      cancer (subsequent to the end of the year).

   -- Granted orphan drug designation from the U.S. FDA for
      Proxinium(TM) for the treatment of advanced, recurrent head
      and neck cancer (subsequent to the end of the year).

   -- Initiated and subsequently expanded a Phase I trial for
      Proxinium(TM) for the treatment of recurrent bladder cancer.

"With efficacy results from our second study with Proxinium(TM)
due in the near-term and the recent granting of Orphan drug
status, we are on track to initiate advanced clinical trials for
this promising drug in 2005," said Dr. Nick Glover, President and
CEO of Viventia.

                      Financial Results

For the year ended December 31, 2004, Viventia reported
expenditures of $15.9 million compared to $12.9 million for the
previous year.

Total research, development and operating expenditures for 2004
increased by $2.1 million or 19.3% to $12.8 million, compared to
expenditures of $10.7 million for 2003.  Research related
activities were $5.5 million for 2004 compared to $4.8 million
for 2003, primarily due to the commencement of human clinical
trials for Proxinium(TM).  Salaries and benefits increased to
$5.6 million for 2004 compared to $4.6 million in 2003, primarily
attributable to costs related to a reorganization in January 2004.
Occupancy costs associated with the leasing of space at the
Company's Winnipeg manufacturing facility were unchanged from 2003
and amounted to $0.8 million for 2004 compared to $0.8 million for
2003.  Other operating costs amounted to $0.8 million for 2004
compared to $0.5 million for 2003, the increase being primarily
related to increased travel costs to monitor clinical trials.

General and administrative expenditures increased to $1.5 million
for 2004 compared to $1.1 million for the previous year, primarily
attributable to expenses associated with two Special Shareholders'
meetings held in 2004.  Interest expense increased to $0.8 million
for 2004 compared to $0.4 million in 2003, primarily attributable
to interest amounts on bridge financing loans in 2004.  In
addition deferred financing expenses of $1.4 million related to
a withdrawn public offering were written-off in 2004.

For the year ended December 31, 2004, miscellaneous income
consisted of the $61,000 gain on the disposition of capital
assets, interest income of $19,000 and a proportionate share of a
U.S. $100,000 one time access fee paid as part of an agreement
whereby exclusive rights were provided to a third party to
evaluate a specific collection of the Company's anti-cancer
monoclonal antibodies for a period of two years.

For 2004, Viventia reported a net loss of $17.2 million compared
to a net loss of $12.8 million for the year ended December 31,
2003.

As at December 31, 2004 the Company had cash and short-term
deposits totaling $2.7 million and current liabilities of
$3.8 million compared to $247,000 and $1.7 million respectively
at December 31, 2003.  In November 2004, the Company completed a
private placement for $14 million in secured convertible
debentures and converted $8.9 million (plus accrued interest of
$246,711 as of November 3, 2004) of outstanding unsecured demand
bridge financing loans into secured convertible debentures, all
issued to Mr. Leslie Dan or persons affiliated with Mr. Dan.

Since January 1, 2000, Viventia has financed substantially all of
its operations through the sale of equity securities and
convertible debt to Mr. Dan or persons affiliated with Mr. Dan and
through bridge loan financings from Mr. Dan or persons affiliated
with Mr. Dan.  Although Viventia actively continues to seek
additional sources of funding to finance its operations into the
future, the Company cannot provide assurances that additional
financing sources will be available.  If adequate funds are not
available from additional sources, the Company will be required to
seek continued funding for its operations through a series of
bridge financing loans from Mr. Dan or persons affiliated with Mr.
Dan.

Viventia Biotech, Inc. (TSX: VBI), is a publicly traded
biopharmaceutical company developing Armed Antibodies(TM),
powerful and precise anti-cancer drugs designed to overcome
various forms of cancer.  Viventia's lead product candidate is
Proxinium(TM), which combines a cytotoxic protein payload
significantly more powerful than traditional chemotherapies with
the highly precise tumor-targeting characteristics of a monoclonal
antibody.  Proxinium(TM) is in clinical development for the
treatment of head and neck cancer and bladder cancer, and is
expected to enter advanced clinical trials in 2005.

As of December 31, 2004, Viventia Biotech's equity deficit widens
to CDN$21,255,000 compared to a CDN$4,484,000 equity deficit at
December 31, 2003.


VIVENTIA BIOTECH: Borrows $4.6 Million from Chairman Leslie Dan
---------------------------------------------------------------
Viventia Biotech Inc.'s (TSX:VBI) board of directors has ratified
two interim bridge loans, for $500,000 and $1.5 million obtained
on February 17, 2005 and March 1, 2005 respectively, from Mr.
Leslie Dan, the Company's Chairman.

In addition, the Board of Directors approved and authorized
the Company to obtain an additional interim bridge loan of
$2.6 million from Mr. Dan to fund ongoing operations.  All of the
loans are unsecured, have an interest rate of 4.5% per year and
are payable on demand.

The board of directors determined, after receiving the
recommendation of a special committee, that the loan arrangements
entered into between the Company and Mr. Dan are reasonable given
the circumstances of the Company and were obtained on reasonable
commercial terms that are not less advantageous to the Company
than if the loans were obtained from a person dealing at arm's
length with the Company.  The loans were arranged by Mr. Dan in
his personal capacity in order to fund ongoing operations.

The special committee, composed of independent directors of the
Company, was formed and authorized by the board to review and
consider the terms of the loan and to provide the board with its
recommendation.

Viventia Biotech, Inc. (TSX: VBI), is a publicly traded
biopharmaceutical company developing Armed Antibodies(TM),
powerful and precise anti-cancer drugs designed to overcome
various forms of cancer.  Viventia's lead product candidate is
Proxinium(TM), which combines a cytotoxic protein payload
significantly more powerful than traditional chemotherapies with
the highly precise tumor-targeting characteristics of a monoclonal
antibody.  Proxinium(TM) is in clinical development for the
treatment of head and neck cancer and bladder cancer, and is
expected to enter advanced clinical trials in 2005.

As of December 31, 2004, Viventia Biotech's equity deficit widens
to CDN$21,255,000 compared to a CDN$4,484,000 equity deficit at
December 31, 2003.


WEATHERBY FORD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Weatherby Ford, Inc.
        dba Ultimate Ford
        300 North Magnolia
        Hubbard, TX 76648

Bankruptcy Case No.: 05-11293

Type of Business: The Debtor deals cars.

Chapter 11 Petition Date: March 11, 2005

Court: Western District of Texas (Austin)

Judge: Bankruptcy Judge Frank R. Monroe

Debtor's Counsel: Jeffrey Wilner, Esq.
                  1415 Louisiana
                  Suite 4175
                  Houston, TX 77002

Total Assets: $3,105,700

Total Debts: $1,760,280

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dealer Computer               Purchase money             $40,000
Services, Inc.
P.O. Box 4346
Dept. 527
Houston, Texas 77210

Waco Tribune Herald           Non-purchase money         $16,409
P.O. Box 2688
Waco, Texas 76702

Wages and Salaries            Arrearage                  $15,000

Jeffrey L. Wilner             Attorney fees              $15,000

AER Manufacturing, Inc.       Purchase money             $11,000

IRS                           940 & 941 Taxes            $10,000

Reynolds and Reynolds         Purchase money              $7,500

The Parts Depot               Purchase money              $7,000

The Teague Chronicle          Purchase money              $6,033

The Groesbeck Journal         Non-purchase money          $5,277

The Jewett Messenger          Fee simple                  $4,050

Freestone County Times        Non-purchase money          $3,000

AT & T                        Purchase money              $2,500

Knes Radio                    Non-purchase money          $2,145

Reyna Capital Corporation     Purchase money              $1,903

GNK Services                  Purchase money              $1,500

Safety Kleen Systems          Purchase money              $1,000

Muzak                         Purchase money              $1,000

Bonds Distribution            Purchase money              $1,000

Buffalo Express               Non-purchase money            $863


WEIGHT WATCHERS: S&P Assigns BB Rating to $150 Mil. Term Loan B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating and
its recovery rating of '3' to Weight Watchers International Inc.'s
(WWI) new $150 million term loan B due 2010, indicating that the
lenders can expect meaningful (50%-80%) recovery of principal in
the event of a default or bankruptcy.

At the same time, Standard & Poor's affirmed its current ratings
on the commercial weight-loss service provider, including its 'BB'
corporate credit rating.  The 'B+' rating for the $250 million
subordinated notes due 2009 was withdrawn, as the issue was paid
off in full. The outlook is stable.  Woodbury, N.Y.-based WWI had
about $469 million of total debt outstanding at Jan. 1, 2005.

Proceeds from the new $150 million loan were used to pay-off the
outstanding balance on the company's  $350 million secured
revolver, and involves no additional debt.  However, the company's
borrowing capacity has increased by the $150 million because the
revolver limit remains at $350 million.

"The ratings on WWI reflect the company's narrow business focus,
its participation in the highly competitive weight-loss industry,
and its substantial debt levels," said Standard & Poor's credit
analyst Susan Ding.  These factors are somewhat mitigated by the
company's leading market position, geographic diversity,
predictable cash flows, and favorable demographic trends.


WELDON F. STUMP: Four Creditors File Involuntary Petition in Ohio
-----------------------------------------------------------------
Four creditors of Weldon F. Stump & Co., a used-machinery dealer
based in Toledo, Ohio, filed an involuntary Chapter 11 petition
against the company on March 22, 2005.  Huntington National Bank
says it's owed $2.2 million on account of a delinquent bank loan.
Three other creditors -- Lesher Printers, Inc., Henry Gurtzweiler,
Inc., and CWS Advisors Ltd. -- say they're owed another $100,000.
The petitioning creditors are represented by:

          John J. Hunter, Jr., Esq.
          Hunter & Schank Co., L.P.A.
          One Canton Square
          1700 Canton Avenue
          Toledo, Ohio 43624-1378
          Telephone (419) 255-4300
          Fax (419) 255-9121

The Toledo Blade reports that the company was founded in 1948 by
Weldon F. Stump, who died in 2002.  The company maintains a Web
site at http://www.stumpco.com/. Thomson Gale's Goliath database
reports that the company has 20 employees and reported $8.6
million in sales in 2003.

Pursuant to Rule 1011 of the Federal Rules of Bankruptcy
Procedure, Weldon F. Stump & Co., the Alleged Debtor, has 20 days
to present any defenses and objections to the involuntary
petition.


WHX CORP: Court Restricts Trading in Claims & Equity Securities
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved notification procedures to help WHX Corp. preserve
certain valuable tax attributes.  The Bankruptcy Court's order,
which was approved March 11, 2005, provides that "any purchase,
sale or other transfer of claims against or equity securities in
the Company in violation of the Notification Procedures shall be
null and void and shall confer no rights on the transferee."

The Interim order also states that, "Any prohibited purchase,
sale, trade or other transfer of claims against or equity
securities in the Company in violation of the order will be null
and void and may result in the imposition of sanctions by the
Bankruptcy Court."

A copy of the NOTICE OF (A) ENTRY OF AN INTERIM ORDER ESTABLISHING
NOTIFICATION AND HEARING PROCEDURES FOR TRADING IN CLAIMS AND
EQUITY SECURITIES AND (B) HEARING TO CONSIDER ENTRY OF FINAL ORDER
ON NOTIFICATION AND HEARING PROCEDURES is available at no charge
at:

   http://www.whxcorp.com/Restructuring%20Information/Notification%20Procedures.pdf

A hearing for final order approval of the Notification Procedures
has been set for March 31, 2005 at 11:30 a.m.  Objections must be
filed with the Bankruptcy Court and served by 4:00 p.m. (EST) on
March 28, 2005, on:

     Counsel to the Debtors:

              Richard H. Engman, Esq.
              Jones Day
              222 East 41st Street
              New York, New York 10017

     The U.S. Trustee:

              Greg M. Zipes, Esq.
              The Office of the United States Trustee
              One Bowling Green
              New York, New York 10004

     Counsel to the Informal Preferred Shareholders Committee:

              Andrews & Kurth LLP
              450 Lexington Avenue, 15th Floor
              New York, New York 10017

     and on counsel to any statutory committee appointed in WHX
     Corp.'s chapter 11 case.

As previously reported in the Troubled Company Reporter, WHX Corp.
filed its Disclosure Statement and Plan of Reorganization with the
U.S. Bankruptcy Court for the Southern District of New York on
March 7, 2005.  Full-text copies of the Disclosure Statement and
Plan are available for a fee at:

   http://www.researcharchives.com/bin/download?id=050314022537

       - and -

   http://www.researcharchives.com/bin/download?id=050314023014

Headquartered in New York City, New York, WHX Corporation --
http://www.whxcorp.com/-- is a holding company structured to
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman, a
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  When the Debtor filed for
protection from its creditors, it reported total assets of
$406,875,000 and total debts of $352,852,000.


WINN-DIXIE: Gets Court OK to Sell Inventory to Eckerd & CVS Realty
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Winn-Dixie Stores, Inc., and its debtor-affiliates to sell
pharmaceutical prescription and inventory to Eckerd Corporation
and CVS Realty Company, subject to higher and better offers.

As reported in the Troubled Company Reporter on Mar. 10, 2005,
D.J. Baker, Esq., at Skadden, Arps, Meagher & Flom, LLP, in New
York, related that the Debtors have implemented, and will continue
to implement, an asset rationalization and expense reduction plan
with the goal of improving their operations and financial
performance and strengthening their business.  In connection with
these plans, the Debtors decided to close unprofitable stores in
an expeditious manner, which includes:

    -- retail store number 950 located in Franklin, Virginia; and
    -- retail store number 983 located in Rocky Mount, Virginia.

The Franklin Store closed on March 9, 2005, while the Rocky Mount
Store closed on March 10, 2005.

Because Virginia state law requires the Debtors to properly
transition customer prescriptions at the date of a store closing,
the approval of the sale of the Assets on an expedited basis is
necessary to permit the Debtors to:

    -- ensure a seamless transition of these assets for the
       benefit of consumers and creditors of the estate; and

    -- avoid potential criminal and civil penalties.

The Debtors have conducted significant marketing efforts under
extreme time constraints to further their goal of selling the
Assets for the most attractive price attainable.  The Debtors
have attempted to identify and contact all third party purchasers
that might be interested in purchasing the Assets.  These efforts
culminated in:

     (i) an offer from Eckerd to purchase the Assets at the
         Franklin Store for $215,000; and

    (ii) an offer from CVS to purchase the Assets at the Rocky
         Mount Store for $220,000.

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).  D.J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WINN-DIXIE: Names Tom Robbins Sr. Vice President - Merchandising
----------------------------------------------------------------
Winn-Dixie Stores, Inc. (OTC Pink Sheets: WNDXQ) reported that Tom
Robbins is joining Winn-Dixie as Senior Vice President of
Merchandising effective March 28.  He will report directly to
President and CEO Peter Lynch.

Mr. Robbins is a 37-year veteran of the supermarket industry with
experience at The Kroger Company, Price Chopper Supermarkets, The
Great A&P Tea Company, Thriftway Food & Drug and Delchamps, Inc.

"Tom's extensive industry experience, proven leadership, and
ability to drive profitable sales will be a strong asset to our
team, particularly during our reorganization," said Mr. Lynch.  "A
strong and well-seasoned merchant leading Winn-Dixie's turnaround
plan is critical as we work our way through Chapter 11.  We are
fortunate to have Tom on our team."

Throughout much of his career, Mr. Robbins has held top management
positions in Sales and Merchandising, most recently serving as
Executive Vice President of Sales and Marketing for Price Chopper.
In his six years with that retailer, Mr. Robbins was responsible
for all functions of the sales department, merchandising,
marketing, procurement, consumer affairs, and advertising,
including being responsible for the departments' revenue.  He
initiated the development of sales and marketing programs,
resulting in five consecutive years of record sales growth.

Mr. Robbins began working in retail in 1967 at The Kroger Company,
progressing through the company in various positions, including
Store Manager and Associate Grocery Sales Manager.  He then went
to work for The Great A&P Tea Company, ending up as Group Vice
President of Merchandising for the Midwest Division. Robbins left
A&P to work for Thriftway Food & Drug for 14 years, serving
ultimately as Senior Vice President, Store
Operations/Administrative Departments.  Later at Delchamps, Inc.,
as Senior Vice President of Sales and Marketing, he played a
significant role in the turnaround of this regional supermarket
chain. Robbins's efforts helped to reposition Delchamps as a
profitable, respected and growing company.

Mr. Robbins has completed the Wharton Business School Executive
Management Program, "Models for Management Series."

Dick Judd, who has been serving for nearly two years as Senior
Vice President of Supply Chain and Merchandising for Winn-Dixie,
will now focus completely on supply chain management, which
includes logistics, distribution and manufacturing.  Mr. Judd's
in-depth experience and solid leadership skills will play a
critical role in managing Winn-Dixie's supply chain during this
important time in the Company's turnaround.

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).  D.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.


XERIUM TECH: Moody's Rates $750M Senior Secured Debt Rating at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Xerium
Technologies, Inc.'s $650 million guaranteed senior secured term
loan B and $100 million guaranteed senior secured revolving credit
facility.  Moody's also assigned a B1 senior implied rating, B3
issuer rating, and SGL-3 speculative grade liquidity rating to the
company.  The rating outlook is stable.

Concurrent with the new bank facility the company will be
executing an initial public offering of common equity that is
expected to generate proceeds to the company of approximately
$212 million from a primary offering of shares.  The IPO and bank
facility are contingent financings with the proceeds being used to
repay approximately $808 million of Xerium's outstanding debt.

Xerium is a leading manufacturer and supplier of consumable roll
cover and clothing products, predominantly to the paper
manufacturing industry, and estimates its market share for roll
products at least 33% and clothing at approximately 15% of global
demand.  From 1976 to 1999, Xerium grew in part through several
acquisitions and was acquired by Apax Partners (Apax), a manager
of private equity funds, in December 1999.  Since its acquisition
by Apax, Xerium acquired three additional companies and executed
two recapitalizations.

The B1 senior implied rating reflects the company's relatively
good operating performance, stable market position, geographic
diversity, and adequate liquidity.  In addition, the meaningful
equity contribution will de-lever its balance sheet and lower
interest costs.  However, the ratings also incorporate the limited
scope and modest size of the company's operations, its acquisitive
nature, high customer concentration, and competitive pressures, in
addition to high debt levels and potential dividend requirements.

Xerium has performed reasonably well despite a weak operating
environment in the paper manufacturing industry as a number of
paper machines have been either shut down or idled.  Over the past
four years, the company has generated positive free cash flow and
maintained relatively good credit metrics despite high debt levels
and ongoing restructuring actions.

Going forward, performance should improve as current cost
initiatives take hold and the operating environment within the
paper industry remains somewhat favorable.  Nevertheless, the
paper industry is highly cyclical and Xerium competes against
companies that are larger and possess greater financial
flexibility, such as Voith AG (Baa1, stable), Metso Corporation
(Ba1, stable), and Albany International (not rated).  Xerium
stated in its most recent S-1 filing that, in 2004, pricing
pressures from competitors required the company to reduce the size
of a proposed price increase in North America.

The contemplated transaction will have a meaningful impact on
credit metrics by reducing Xerium's debt levels by approximately
$143 million, to $665 million from $808 million, and gross
interest costs by about $25 million (cash interest costs by about
$13 million) to $42 million from $67 million.

This will result in pro forma leverage on a gross debt to adjusted
EBITDA (excluding one-time restructuring costs) basis declining to
just over 4.0x from 4.9x, and pro forma EBITDA coverage of gross
interest improving to approximately 4.0x from 2.5x for 2004.
Liquidity should also remain adequate with full availability under
its $50 million six and a half year revolving credit facility and
the expectation that the company should remain cash flow positive.

Despite the benefits from lower debt levels, a proposed dividend
will negatively impact cash flow and corresponding credit metrics.
Xerium is planning to pay an annual dividend of at least
$40 million, which more than offsets the benefits of lower cash
interest costs and could result in cash flow credits metrics that
are weaker post this transaction.  Xerium's balance sheet is also
relatively weak with intangibles representing 34% of total assets,
which has a significant impact on asset coverage of the bank
facility.  When looking at the guarantor group of companies, the
net tangible book value of assets would be less than the
anticipated $665 million of outstanding debt.  Even after
incorporating the non-guarantor subsidiaries, the consolidated
book value of net tangible assets was approximately $667 million
as of December 31, 2004.

Xerium is also relatively small in size with average historical
revenues of approximately $500 million, generated from two primary
products, clothing and rolls, that are predominantly sold to a
single industry, paper manufacturing.  The company's sales to the
steel, leather, and textile industries represent about 10% of
total sales and 12% of sales are generated by roll cover
refurbishment services and mechanical services operations in the
roll segment.  Xerium has been very acquisitive in the past and,
while it is Moody's understanding that no acquisitions are
currently being contemplated, the ratings allow for moderately-
sized acquisitions as long as the acquisitions are sized
commensurate with cash flow and maintain the company's current
risk characteristics.

Xerium is also undertaking a legal entity reorganization of its
Brazilian operations, which is expected to take less than six
months and involves the aggregation of three separate businesses
under a single corporate structure.  As part of the current
refinancing, the company will have a $50 million 364-day revolving
credit facility for the sole purpose of facilitating the
reorganization.  The 364-day revolver will not be available after
the reorganization in Brazil and will not be used for anything
outside the Brazilian reorganization.

The B1 rating on the senior secured bank credit facility reflects
the benefit derived from a secured interest in substantially all
of the assets of US subsidiaries and 65% of the stock of first-
tier non-domestic subsidiaries.  Certain assets of non-US
subsidiaries will also secure the obligations of non-US borrowers.
The bank facility is also guaranteed by all US subsidiaries, while
certain non-US subsidiaries will guarantee non-US borrowers.  The
bank credit facility will be the only debt in the capital
structure, although the credit facility allows for the addition of
up to $150 million in subordinated debt for acquisitions.

The issuer of the bank credit facility will be Xerium, with direct
co-borrowers being Xerium Italia SpA, Stowe Woodward / Mount Hope,
Inc., Weavexx Corporation, and Huyck Austria GmbH.

The stable outlook reflects Moody's expectation that operating
performance will improve as current restructurings and cost
initiatives are realized and that management will prudently manage
its dividend policy, all of which should help reduce debt to more
moderate levels and strengthen liquidity.  The outlook assumes any
acquisitions will not negatively impact Xerium's credit metrics.
We also expect a successful completion of the Brazilian management
reorganization without any impact to credit metrics.  Factors that
could negatively impact the ratings and or outlook would be a
decline in credit metrics or liquidity due in part to increased
competition, deterioration in paper industry fundamentals
resulting in a decline in paper production, or a larger-than-
anticipated debt financed acquisition.

However, a sustained improvement in operating performance
resulting in more moderate debt levels, improved credit metrics,
and stronger liquidity would likely improve the ratings or
outlook.

The SGL-3 speculative liquidity rating reflects Moody's view that
over the next twelve months Xerium will be able to fund all cash
requirements from internal sources, except for extraordinary
capex, but considers the company's $50 million revolver as modest
and the cushion under its financial covenants as relatively tight.
Moody's also believes cash on the balance sheet will remain modest
over the next twelve months, due in part to the expected dividend
payout, and the company does not currently own any assets, outside
of what is secured, that can be monetized in the near term to
satisfy liquidity needs.

Xerium Technologies, Inc., headquartered in Westborough,
Massachusetts, is a manufacturer and supplier of consumable
products used primarily in the production of paper.


XO COMMUNICATIONS: Can't Timely File Annual Report with SEC
-----------------------------------------------------------
XO Communications, Inc.'s Annual Report could not be filed with
the SEC within the prescribed time period because the Company has
not yet completed its valuation analysis to assess a non-cash
goodwill impairment charge under SFAS No. 142 "Goodwill and Other
Intangible Assets", SFAS 142, and consequently, the Company's
independent auditors have not yet completed the audit review
related thereto, the Company discloses.

The Company has determined that it will be required to record a
non-cash impairment charge under the requirements of SFAS 142 with
respect to goodwill.  The requirement to assess this impairment
charge is triggered under SFAS 142 because of the reduction in the
Company's market capitalization (outstanding common shares
multiplied by common stock trading price on the Over-the-Counter
Bulletin Board) compared to the Company's book value of its net
assets at December 31, 2004.  The Company has not yet quantified
the amount of this non-cash impairment charge, however, the
Company believes that there is substantial likelihood that all of
the $216.9 million of goodwill reflected on its balance sheet as
of September 30, 2004 will be impaired.

Headquartered in Reston, Virginia, XO Communications --
http://www.xo.com/-- provides local, long distance, and data
services to small and midsize business customers as well as to
national enterprise accounts.  Through its acquisition of
Concentric Network Corp. in June 2000, the company has been able
to serve more upscale large accounts with enhanced data services
such as Web hosting, virtual private networks, and high-capacity
data network services, including dedicated wavelength and Ethernet
services.  The Company filed for chapter 11 protection on
June 17, 2002 (Bankr. S.D.N.Y. Case No. 02-12947).  XO's stand-
alone plan of reorganization was confirmed on Nov. 15. 2002, and
the company emerged from bankruptcy in January 2003.  Matthew
Allen Feldman, Esq., and Tonny K. Ho, Esq., at Willkie Farr &
Gallagher represented the Debtors.


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)


YUKOS OIL: Inks Stipulation with Deutsche Bank Dismissing Appeal
----------------------------------------------------------------
Yukos Oil Company no longer wishes to prosecute its appeal from
Judge Clark's order dismissing its chapter 11 case.

Yukos Oil and Deutsche Bank AG stipulate and agree that Yukos'
appeal to the U.S. District Court for the Southern District of
Texas is voluntarily dismissed.  The parties ask Judge Clark to
approve their Stipulation of Dismissal.

                       Yukos Oil's Battle

As previously reported, Deutsche Bank accused Yukos Oil of
manufacturing jurisdiction to avail of bankruptcy protection in
the U.S.

On February 24, 2005, the Honorable Letitia Z. Clark of the U.S.
Bankruptcy Court for the Southern District of Texas dismissed the
Chapter 11 case of Yukos Oil Company.

The Bankruptcy Court found that Yukos is not a United States
company, but a Russian company.  The vast majority of the business
and financial activities of Yukos continue to occur in Russia.
Those activities require the continued participation of the
Russian government, in its role as the regulator of production of
petroleum products from Russian lands, as well as its role as the
central taxing authority of the Russian Federation.

The Court doubted Yukos' ability to effectuate a reorganization
without the cooperation of the Russian government.

                      Resurrection Attempts

Yukos Oil asked Judge Leticia Clark to reconsider her analysis of
Section 1112(b) of the U.S. Bankruptcy Code and grant a new trial.
Judge Clark, however, upheld her dismissal order.

This prompted Yukos Oil to ask the U.S. District Court for the
Southern District of Texas to stay Judge Letitia Z. Clark's order
dismissing its Chapter 11 case pending resolution of its appeal.

The District Court, however, refused to grant a stay while Yukos
Oil Company appeals from the U.S. Bankruptcy Court's decision
dismissing its Chapter 11 case.

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.


* Charles J. Sullivan, Esq., Joins Bond, Schoeneck & King
---------------------------------------------------------
Charles J. Sullivan, Esq., has become a member of the law firm of
Bond, Schoeneck & King, PLLC.  BS&K is a 107 year old firm made up
of 170 lawyers practicing in eleven offices in New York, Florida
and Kansas; Mr. Sullivan is located at BS&K's main office in
Syracuse.

"I was presented with the opportunity to join BS&K's Business
Department, where I will continue my practice representing
business and agricultural clients.  In addition, I will work
closely with BS&K's Creditor's Rights, Bankruptcy and Workout
Practice Group, along with my long-time partners Stephen Donato
and Camille Hill," Mr. Sullivan says.

Mr. Sullivan can be reached at:

          Charles J. Sullivan
          Bond, Schoeneck & King, PLLC
          One Lincoln Center
          Syracuse, New York 13202-1355
          Tel: (315) 218-8144
          Fax: (315) 218-8100
          Email: csullivan@bsk.com

Mr. Sullivan joins BS&K after twelve years of practice at
Hancock & Estabrook, LLP, in Syracuse, N.Y.


* Peter Briggs Heads Alvarez & Marsal's Operations in Germany
-------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Peter A. Briggs, a managing director specializing in
corporate restructuring and crisis management, has been named head
of Alvarez & Marsal's operations in Germany and Central and
Eastern Europe.

Mr. Briggs, who has more than 20 years of restructuring experience
as a manager, creditor and investor in North America and Europe,
will work to increase A&M's European presence by cultivating teams
of in-country nationals who are focused on executing corporate
turnaround and performance improvement strategies.   As the
concept of corporate restructuring/renewal becomes more accepted
in Europe, A&M will expand its approach of working with management
and stakeholders to guide organizations through operational and
financial challenges to maximize value and favorably influence
results.

"As one of the first U.S. restructuring firms to establish a
presence in Europe, A&M has led the way in hiring talented
individuals with backgrounds in finance, operations or consulting
and then honing their skills as world-class crisis management and
turnaround professionals," said Antonio M. Alvarez III, who
founded and heads A&M's European practice.  "Our multi-lingual,
multi-cultural teams in the U.K., Germany, Italy, France and the
Netherlands have significant experience leading pan-European as
well as intra-country restructurings.  As we look to grow our
presence in Germany and expand into Central and Eastern Europe, we
intend to build on our successful track record and serve the needs
of companies in many industries."

"We are very pleased that Peter has agreed to return to Europe to
spearhead this key growth initiative for A&M," said Bryan Marsal,
A&M's co-CEO.  "Given the pressure on companies to reduce their
cost base and seek alternative supply in Eastern Europe and Asia,
we see significant opportunity in Germany and in Central and
Eastern Europe for the type of specialized, hands-on services we
provide."

"A growing acceptance of restructuring advisors is taking hold
throughout Europe, as underperforming companies and their
stakeholders begin to recognize alternatives to liquidation and as
investors begin investing in companies that could be improved
through a turnaround process," said Mr. Briggs.  "I am excited to
be returning to Europe to build on the presence A&M already has
established and to expand our operations at such a dynamic time of
structural change in the German economy and integration with the
EU for the transition economies of Central and Eastern Europe."

Prior to joining A&M, Mr. Briggs served as a senior credit officer
for the Citigroup US Leveraged Finance Portfolio.  During 16 years
with Citigroup, his roles included managing the Asset Based
Finance business in New York focused on LBO, DIP and
reorganization financing, and various European management roles
including leading the Citicorp Venture Capital, corporate finance
and investment management businesses regionally in Central and
Eastern Europe, and as corporate bank head for the Czech Republic.

While with A&M, Mr. Briggs has led both in and out-of-court
financial and operational restructuring projects such as strategic
plan development, business unit reorganization, plant and
distribution center consolidation, asset sales, and M&A
transactions.  He has served as the chief restructuring officer
for multinational textile maker Galey & Lord, senior advisor to
Mexican denim producer Parras, chief restructuring advisor to
Tropical Sportswear Int'l Corporation, chief operating officer of
healthcare finance company National Century Financial Enterprises,
Inc., chief restructuring officer for Consumer Financial Services
to retailer The Spiegel Group (Eddie Bauer), senior advisor to law
firm Jenkens & Gilchrist PC, chief restructuring advisor to
auditor Thomas Havey LLP, and co-chief restructuring advisor to
Arthur Andersen LLP.

His restructuring and corporate finance clients at Citigroup
included: Exide Technologies, Amsted Industries, Wheeling-
Pittsburgh Steel, Foamex, Uniroyal Chemical, United American
Energy, Rolls Royce Diesel Engines, Terex, JPS Textiles, Warnaco,
Donna Karan, Esprit, Proctor-Silex, Samsonite, Revlon, Caldor,
Packard Bell, Tenet Healthcare, Coca-Cola Amatil, CEZ, Unipetrol,
Trinecke Zelezarny, Deutsche Telecom, Cesky Telecom, Slovak
Telecom and McDonald's Polska.

Since opening its Frankfurt office in 2003, Alvarez & Marsal has
been credited for unlocking or preserving value for stakeholders
in several high profile engagements including: Fairchild Dornier
GmbH, Schulte GmbH, Trevira GmbH, Bridge Information Systems
Germany GmbH, Hagemeyer Germany and Ventelo Germany GmbH.
Currently, A&M professionals are serving as interim CEO and
interim CFO of Ihrplatz GmbH & Co. AG, interim CEO/CFO of BOG
Informationstechnologie GmbH and advising Treofan Germany GmbH &
Co. KG.

                    About Alvarez & Marsal

Alvarez & Marsal is a pre-eminent global professional services
firm with expertise in guiding underperforming businesses through
complex operational and financial challenges. Since establishing
its European presence in 2000, Alvarez & Marsal has been at the
forefront of leading complex turnaround and restructuring
initiatives with professionals based in the UK, France, Germany,
Italy and the Netherlands. The firm's ability to attract highly
talented, multi-cultural and multi-lingual professionals, many of
whom are hired locally, has been central to its leadership
success.  With a bias toward execution, Alvarez & Marsal draws on
a strong operational heritage to solve problems, implement
solutions and deliver results for European companies and public
sector organizations. Alvarez & Marsal Europe has pioneered its
hands-on approach in the areas of turnaround consulting, crisis
and interim management, performance improvement, working capital
management, as well as lender and investor advisory services.
With professionals across Europe, the United States, Latin America
and Asia, the firm also offers specialized capabilities including
financial advisory, dispute analysis and forensic services, tax
advisory, and business process improvement services. For more
information about the firm, visit http://www.alvarezandmarsal.com/


* BOND PRICING: For the week of March 21 - March 25, 2005
---------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     6
Adelphia Comm.                         6.000%  02/15/06     5
Allegiance Tel.                       11.750%  02/15/08    30
Allegiance Tel.                       12.875%  05/15/08    31
Amer. Color Graph.                    10.000%  06/15/10    65
Amer. Comm. LLC                       12.000%  07/01/08     5
Amer. Plumbing                        11.625%  10/15/08    15
Amer. Restaurant                      11.500%  11/01/06    62
Amer. Tissue Inc.                     12.500%  07/15/06    62
American Airline                       7.379%  05/23/16    67
American Airline                       8.390%  01/02/17    73
American Airline                       8.800%  09/16/15    75
American Airline                       9.070%  03/11/16    71
American Airline                       9.850%  01/02/09    72
American Airline                      10.190%  05/26/16    73
American Airline                      10.610%  03/04/11    67
AMR Corp.                              4.500%  02/15/24    68
AMR Corp.                              9.000%  08/01/12    72
AMR Corp.                              9.000%  09/15/16    72
AMR Corp.                              9.200%  01/30/12    74
AMR Corp.                              9.750%  08/15/21    63
AMR Corp.                              9.800%  10/01/21    64
AMR Corp.                              9.880%  06/15/20    62
AMR Corp.                             10.000%  04/15/21    61
AMR Corp.                             10.200%  03/15/20    62
AMR Corp.                             10.290%  03/08/21    63
AMR Corp.                             10.450%  11/15/11    57
AMR Corp.                             10.550%  03/12/21    57
Anvil Knitwear                        10.875%  03/15/07    64
Apple South Inc.                       9.750%  06/01/06    16
Applied Extrusion                     10.750%  07/01/11    59
Armstrong World                        6.350%  08/15/03    71
Armstrong World                        6.500%  08/15/05    70
Armstrong World                        7.450%  05/15/29    71
Armstrong World                        9.000%  06/15/04    70
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06    10
ATA Holdings                          12.125%  06/15/10    45
ATA Holdings                          13.000%  02/01/09    45
Atlantic Coast                         6.000%  02/15/34    33
Atlas Air Inc.                         9.702%  01/02/08    51
Avado Brands Inc.                     11.750%  06/15/09    20
B&G Foods Holding                     12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99    10
Bank New England                       9.500%  02/15/96     6
Bethlehem Steel                       10.375%  09/01/03     0
Big V Supermarkets                    11.000%  02/15/04     1
Borden Chemical                        9.500%  05/01/05     1
Budget Group Inc.                      9.125%  04/01/06     0
Burlington Inds.                       7.250%  08/01/27     7
Burlington Inds.                       7.250%  09/15/05     7
Burlington Northern                    3.200%  01/01/45    59
Calpine Corp.                          4.750%  11/15/23    73
Calpine Corp.                          7.750%  04/15/09    67
Calpine Corp.                          7.875%  02/15/11    70
Calpine Corp.                          8.500%  02/15/11    70
Calpine Corp.                          8.625%  08/15/10    69
Calpine Corp.                          8.750%  07/15/13    75
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    44
Cone Mills Corp.                       8.125%  03/15/05    11
Continental Airlines                   6.795%  08/02/18    75
CoreComm. Limited                      6.000%  10/01/06     5
Delta Air Lines                        2.875%  02/18/24    49
Delta Air Lines                        7.700%  12/15/05    70
Delta Air Lines                        7.711%  09/18/11    58
Delta Air Lines                        7.779%  01/02/12    56
Delta Air Lines                        7.779%  11/18/05    70
Delta Air Lines                        7.900%  12/15/09    38
Delta Air Lines                        7.920%  11/18/10    58
Delta Air Lines                        8.000%  06/03/23    43
Delta Air Lines                        8.270%  09/23/07    70
Delta Air Lines                        8.300%  12/15/29    32
Delta Air Lines                        8.540%  01/02/07    72
Delta Air Lines                        8.950%  01/12/12    61
Delta Air Lines                        9.000%  05/15/16    34
Delta Air Lines                        9.200%  09/23/14    44
Delta Air Lines                        9.250%  03/15/22    33
Delta Air Lines                        9.300%  01/02/10    61
Delta Air Lines                        9.375%  09/11/07    66
Delta Air Lines                        9.750%  05/15/21    30
Delta Air Lines                        9.875%  04/30/08    73
Delta Air Lines                       10.000%  05/17/10    73
Delta Air Lines                       10.000%  06/01/08    59
Delta Air Lines                       10.000%  06/01/09    65
Delta Air Lines                       10.000%  06/01/10    64
Delta Air Lines                       10.000%  08/15/08    45
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.125%  05/15/10    39
Delta Air Lines                       10.140%  08/14/11    68
Delta Air Lines                       10.140%  08/26/12    50
Delta Air Lines                       10.375%  02/01/11    38
Delta Air Lines                       10.375%  12/15/22    34
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.500%  04/30/16    52
Delta Air Lines                       10.790%  03/26/14    71
Delta Mills Inc.                       9.625%  09/01/07    49
Delphi Trust II                        6.197%  11/15/33    55
Duty Free Int'l                        7.000%  01/15/04    25
DVI Inc.                               9.875%  02/01/04     7
E. Spire Comm Inc.                    10.625%  07/01/08     0
E. Spire Comm Inc.                    12.750%  04/01/06     0
E. Spire Comm Inc.                    13.000%  11/01/05     0
E&S Holdings                          10.375%  10/01/06    51
Eagle-Picher Inc.                      9.750%  09/01/13    69
Eagle Food Center                     11.000%  04/15/05     0
Edison Brothers                       11.000%  09/26/07     0
Encompass Service                     10.500%  05/01/09     0
Enron Corp.                            6.400%  07/15/06    29
Enron Corp.                            6.500%  08/01/02    33
Enron Corp.                            6.625%  10/15/03    32
Enron Corp.                            6.625%  11/15/05    30
Enron Corp.                            6.725%  11/17/08    32
Enron Corp.                            6.750%  08/01/09    32
Enron Corp.                            6.750%  09/01/04    33
Enron Corp.                            6.750%  09/15/04    30
Enron Corp.                            6.875%  10/15/07    32
Enron Corp.                            6.950%  07/15/28    31
Enron Corp.                            7.000%  08/15/23    25
Enron Corp.                            7.125%  05/15/07    32
Enron Corp.                            7.375%  05/15/19    33
Enron Corp.                            7.625%  09/10/04    33
Enron Corp.                            7.875%  06/15/03    30
Enron Corp.                            8.375%  05/23/05    32
Enron Corp.                            9.125%  04/01/03    31
Enron Corp.                            9.875%  06/15/03    33
Exodus Comm. Inc.                     10.750%  12/15/09     0
Exodus Comm. Inc.                     11.625%  07/15/10     0
Falcon Products                       11.375%  06/15/09    44
Federal-Mogul Co.                      7.375%  01/15/06    30
Federal-Mogul Co.                      7.500%  01/15/09    28
Federal-Mogul Co.                      8.160%  03/06/03    29
Federal-Mogul Co.                      8.370%  11/15/01    30
Federal-Mogul Co.                      8.800%  04/15/07    31
Fibermark Inc.                        10.750%  04/15/11    75
Finova Group                           7.500%  11/15/09    43
Fleming Cos. Inc.                     10.125%  04/01/08    33
Flooring America                       9.250%  10/15/02     0
Foamex L.P.                            9.875%  06/15/07    53
GMAC                                   5.700%  06/15/13    75
GMAC                                   5.900%  01/15/19    70
GMAC                                   5.900%  10/15/19    73
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  04/15/19    71
GMAC                                   6.000%  09/15/19    74
GMAC                                   6.100%  09/15/19    70
GMAC                                   6.250%  05/15/19    74
GMAC                                   7.000%  11/15/24    71
Golden Books Pub.                     10.750%  12/31/04     1
Graftech Int'l                         1.625%  01/15/24    75
GST Network Funding                   10.500%  05/01/08     0
HNG Internorth.                        9.625%  03/15/06    32
Imperial Credit                        9.875%  01/15/07     0
Imperial Credit                       12.000%  06/30/05     0
Impsat Fiber                           6.000%  03/15/11    69
Inland Fiber                           9.625%  11/15/07    49
Intermet Corp.                         9.750%  06/15/09    64
Iridium LLC/CAP                       10.875%  07/15/05    16
Iridium LLC/CAP                       11.250%  07/15/05    16
Iridium LLC/CAP                       13.000%  07/15/05    15
Iridium LLC/CAP                       14.000%  07/15/05    17
IT Group Inc.                         11.250%  04/01/09     1
Kaiser Aluminum & Chem.               12.750%  02/01/03    15
Kmart Corp.                            6.000%  01/01/08    16
Kmart Corp.                            8.990%  07/05/10    70
Kmart Corp.                            9.350%  01/02/20    25
Kmart Corp.                            9.780%  01/05/20    74
Kmart Funding                          9.440%  07/01/18    40
Lehman Bros. Holding                   6.000%  05/25/05    65
Lehman Bros. Holding                   7.500%  09/03/05    58
Level 3 Comm. Inc.                     2.875%  07/15/10    56
Level 3 Comm. Inc.                     5.250%  12/15/11    68
Level 3 Comm. Inc.                     6.000%  03/15/10    52
Level 3 Comm. Inc.                     6.000%  09/15/09    53
Liberty Media                          3.750%  02/15/30    63
Liberty Media                          4.000%  11/15/29    68
Loral Cyberstar                       10.000%  07/15/06    75
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
MacSaver Financial                     7.400%  02/15/02     9
MacSaver Financial                     7.600%  08/01/07     8
MacSaver Financial                     7.875%  08/01/03     5
Metamor Worldwide                      2.940%  08/15/04     1
Metro Mortgage                         9.000%  12/15/04     0
Mississippi Chem.                      7.250%  11/15/17     5
Muzak LLC                              9.875%  03/15/09    64
Nat'l Steel Corp.                      8.375%  08/01/06     3
Nat'l Steel Corp.                      9.875%  03/01/09     3
Northern Pacific Railway               3.000%  01/01/47    58
Northpoint Comm.                      12.875%  02/15/10     1
Northwest Airlines                     7.248%  01/02/12    73
Northwest Airlines                     7.360%  02/01/20    66
Northwest Airlines                     7.875%  03/15/08    64
Northwest Airlines                     8.070%  01/02/15    65
Northwest Airlines                     8.130%  02/01/14    68
Northwest Airlines                     8.700%  03/15/07    74
Northwest Airlines                    10.000%  02/01/09    65
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    75
Oakwood Homes                          7.875%  03/01/04    41
Oakwood Homes                          8.125%  03/01/09    33
Oglebay Norton                        10.000%  02/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    32
Orion Network                         11.250%  01/15/07    55
Orion Network                         12.500%  01/15/07    55
Outboard Marine                        9.125%  04/15/17     1
Owens Corning                          7.000%  03/15/09    65
Owens Corning                          7.500%  05/01/05    68
Owens Corning                          7.500%  08/01/18    65
Owens Corning                          7.700%  05/01/08    61
Owens Corning Fiber                    8.875%  06/01/02    65
Owens Corning Fiber                    9.375%  06/01/12    65
Pegasus Satellite                      9.625%  10/15/05    57
Pegasus Satellite                      9.750%  12/01/06    60
Pegasus Satellite                     12.375%  08/01/06    58
Pegasus Satellite                     12.500%  08/01/07    60
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    64
Penn Traffic Co.                      11.000%  06/29/09    56
Polaroid Corp.                         6.750%  01/15/02     2
Polaroid Corp.                         7.250%  01/15/07     3
Polaroid Corp.                        11.500%  02/15/06     3
Primedex Health                       11.500%  06/30/08    55
Primus Telecom                         3.750%  09/15/10    57
Primus Telecom                         8.000%  01/15/14    73
Railworks Corp.                       11.500%  04/15/09     1
Read-Rite Corp.                        6.500%  09/01/04    52
Realco Inc.                            9.500%  12/15/07    40
Reliance Group Holdings                9.000%  11/15/00    22
Reliance Group Holdings                9.750%  11/15/03     3
RDM Sports Group                       8.000%  08/15/03     0
RJ Tower Corp.                        12.000%  06/01/13    54
S3 Inc.                                5.750%  10/01/03     0
Safety-Kleen Corp.                     9.250%  05/15/09     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    60
Silverleaf Res.                       10.500%  04/01/08     0
Specialty Paperb.                      9.375%  10/15/06    75
Startec Global                        12.000%  05/15/08     0
Syratech Corp.                        11.000%  04/15/07    34
Teligent Inc.                         11.500%  12/01/07     0
Tower Automotive                       5.750%  05/15/24    18
Triton PCS Inc.                        8.750%  11/15/11    72
Triton PCS Inc.                        9.375%  02/01/11    73
Twin Labs Inc.                        10.250%  05/15/06    18
United Air Lines                       6.831%  09/01/08     8
United Air Lines                       6.932%  09/01/11    43
United Air Lines                       7.762%  10/01/05     3
United Air Lines                       7.811%  10/01/09    35
United Air Lines                       8.030%  07/01/11    23
United Air Lines                       8.250%  04/26/08    21
United Air Lines                       8.310%  06/17/09    53
United Air Lines                       8.700%  10/07/08    48
United Air Lines                       9.000%  12/15/03     8
United Air Lines                       9.060%  09/26/14    46
United Air Lines                       9.125%  01/15/12     8
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.350%  04/07/16    48
United Air Lines                       9.560%  10/19/18    38
United Air Lines                       9.750%  08/15/21     8
United Air Lines                       9.760%  05/13/06    48
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.110%  01/05/06    41
United Air Lines                      10.110%  02/19/06    38
United Air Lines                      10.125%  03/22/15    45
United Air Lines                      10.250%  01/15/07     8
United Air Lines                      10.360%  11/20/12    54
United Air Lines                      10.670%  05/01/04     7
Univ. Health Services                  0.426%  06/23/20    60
United Homes Inc.                     11.000%  03/15/05     0
US Air Inc.                            7.500%  04/15/08     0
US Air Inc.                            7.960%  04/15/08     0
US Air Inc.                            8.930%  04/15/08     0
US Air Inc.                            9.330%  01/01/06    42
US Air Inc.                           10.250%  01/15/07     1
US Air Inc.                           10.490%  06/27/05     3
US Air Inc.                           10.700%  01/15/07    23
US Air Inc.                           10.900%  01/01/09     5
US Air Inc.                           10.900%  01/01/10     5
US Airways Pass.                       6.820%  01/30/14    40
Venture Hldgs                          9.500%  07/01/05     1
Westpoint Stevens                      7.875%  06/15/08     0
Winn-Dixie Store                       8.875%  04/01/08    59
Winsloew Furniture                    12.750%  08/15/07    20
Winstar Comm Inc.                     12.500%  04/15/08     0
Winstar Comm Inc.                     10.000   03/15/08     1
World Access Inc.                     13.250%  01/15/08     4
World Access Inc.                      4.500%  10/01/02     7
Xerox Corp.                            0.570%  04/21/18    50


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
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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
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of Delaware, contact Ken Troubh at Nationwide Research &
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                          *********

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.

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                *** End of Transmission ***