TCR_Public/050329.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, March 29, 2005, Vol. 9, No. 73

                          Headlines

ADELPHIA COMMS: WSJ Says $725 Mil. SEC Settlement in the Works
ADELPHIA COMMS: Gets Court OK to Sell 200,000 Class A UCOMA Shares
AF&L INSURANCE: Financial Strength is Poor, A.M. Best Says
AIRCRAFT FINANCE: Moody's Junks $171M Classes B & C Notes
ALL MARK: Case Summary & 21 Largest Unsecured Creditors

AMAZON.COM: Shareholder Deficit Narrows to $227 Mil. at Dec. 31
AMERICAN REPROGRAPHICS: S&P Ups Rating on $130M Sr. Sec. Facility
AMES DEPARTMENT: Sells Rocky Hill Property to 18 Bridge for $3M
ANY MOUNTAIN: Owner Wants to Reorganize Rather Than Liquidate
AT&T CORP: Moves Annual Meeting to June to Discuss SBC Merger

AT&T CORP: Inks Long-Term Wholesale Services Pact with Bellsouth
ATA AIRLINES: Chicago Express Wants to Reject 71 Agreements
AUBURN FOUNDRY: Exploring Sale of Plant II Near Interstate 69
BANC OF AMERICA: S&P Puts Low-B Ratings on 6 Series 2005-1 Certs.
BEAR STEARNS: Fitch Puts Low-B Ratings on 6 2005-PWR7 Certificates

BJ SERVICES: Redeeming Convertible Senior Notes for $422.4 Million
BLOCKBUSTER INC: Hollywood Bid Update Prompts S&P to Hold Ratings
BLUE DOLPHIN: On-Going Liquidity Issues Spur Going Concern Doubt
BOOTH CREEK: EBITDA Drop Cues S&P to Junk Credit Rating to CCC
BUFFALO MOLDED: Plastech to Take Over Auto Business, Report Says

CAPITAL LEASE: Fitch Affirms $6.8 Mil. Certs. at B+ & Junks Two
CARDIAC SCIENCE: PwC Raises Doubt About Going Concern Viability
CATHOLIC CHURCH: Court OKs Spokane's Proposed Interim Fee Protocol
CENTERPOINT ENERGY: Moody's Assigns Ba2 Rating to $1 Bil. Facility
CHASE FUNDING: S&P Affirms Low-B Ratings on Four Cert. Classes

CHASE MORTGAGE: S&P Affirms Low-B Ratings on Nine Cert. Classes
COUNTRYWIDE HOME: Fitch Holds Junk Ratings on 3 Mortgage Certs.
CREDIT SUISSE: Moody's Junks Two Securitization Class Ratings
DOLE FOOD: S&P Puts BB Rating on Proposed $1B Sr. Sec. Facilities
DONNKENNY INC: Kronish Lieb Approved as Creditors Comm. Counsel

DONNKENNY INC: Taps Alvarez & Marsal as Restructuring Consultants
EAGLEPICHER: Various Concerns Prompt S&P to Junk Rating to CCC+
EDISON MISSION: Moody's Lifts Sr. Secured Debt Rating to Ba2
ENRON CORP: Asks Court to Approve Gas Transmission Settlement
EXIDE TECH: Sandell, et al., Buy $3 Million Convertible Notes

FALCON PRODUCTS: Taps Recovery Group for Turnaround Advice
FINOVA GROUP: Court Formally Closes Mezzanine's Chapter 11 Case
FITNESS EXPERIENCE: Atlas Partners Advising on 36 Retail Leases
FLYI INC: Financial Restructuring Triggers Late Form 10-K Filing
GENERAL BINDING: Moody's Affirms Caa1 Rating on $150M Sr. Notes

GENERAL TRAILER: Case Summary & 20 Largest Unsecured Creditors
GLASS GROUP: Gets Okay to Hire Focus Management as Fin'l. Advisor
GLOBAL LEARNING: Disclosure & Plan Confirmation Hearing on June 16
GRAHAM CORP: Receiver Appointed for Discontinued U.K. Companies
GREAT REPUBLIC: A.M. Best Says Financial Strength is Marginal

GUITAR CENTER: Good Performance Prompts S&P to Lift Rating to BB
HIGH VOLTAGE: Wants Until April 29 to Object to Old Claims
HMQ METAL: CEO Upbeat About Ability to Emerge from Chapter 11
HOELTER TECH: Filing for Ch. 11 & Buying Movie Distribution Rights
IAAI FINANCE: Moody's Junks Proposed $150 Million Senior Notes

INSURANCE AUTO: S&P Junks $150 Million Senior Notes
INTERSTATE BAKERIES: Wants Until Oct. 21 to Challenge Bank Claims
JILLIAN'S ENT: Plan Administrator Wants Removal Period Extended
JJ GOLF INC: Case Summary & 20 Largest Unsecured Creditors
JOHNSONDIVERSEY: Fitch Assigns Low-B Ratings on Senior Debts

KAISER ALUMINUM: Wants to Assume Plate Finishing Agreement
KAISER ALUMINUM: Gets Court Nod to Reject Houston Office Lease
KOPPERS INC: Dec. 31 Balance Sheet Upside-Down by $62 Million
KRISPY KREME: Has Until Apr. 11 to File October Quarterly Reports
MARVIN & SONS: Case Summary & 20 Largest Unsecured Creditors

MCLEODUSA INC: Lots of Bad News & Second Bankruptcy May Follow
METROPOLITAN MORTGAGE: Selling 3 Insurance Cos. in Package Deal
MIRANT CORP: Shareholders Meeting Request Stayed Until April 13
MISSION ENERGY: Moody's Upgrades Senior Secured Debt to B2 from B3
NANOMAT INC: Wants to Hire Calaiaro Corbett as Bankruptcy Counsel

NDCHEALTH CORP: 10-Q Filing Prompts S&P to Upgrade Ratings
NEW WORLD: District Court Puts Limits on Committee's Investigation
NOBLE DREW: Case Summary & 20 Largest Unsecured Creditors
OMI TRUST: Likely Default Prompts S&P's D Rating on Class M-2
OPBIZ LLC: Moody's Places B3 Ratings on $506M Sr. Sec. Term Loans

OWENS CORNING: CSFB Appeals False X-Ray Readings Issue
PEABODY ENERGY: Fitch Upgrades $900 Mil. Senior Notes to BB+
PEGASUS SATELLITE: Asks Court to Bar Creditors from Taking Action
PHELPS DODGE: Moody's Ups Cumulative Pref. Rating to (P)Ba1
PHILLIPS-VAN: Moody's Reviews $400M Debt Ratings & May Upgrade

PITTSBURGH CITY: Moody's Lifts $825M Debt Rating From Ba1 to Baa3
POGO PRODUCING: Prices $300 Million Senior Subordinated Notes
PROFESSIONAL LIFE: A.M. Best Says Financial Strength is Marginal
QUAKER FABRIC: Banks Agree to Waive Defaults Through July 15
RANCHO LA VALENCIA: Voluntary Chapter 11 Case Summary

RESI FINANCE: S&P Puts Low-B Ratings on Six Series 2005-A Secs.
RESIDENTIAL FUNDING: Fitch Puts Low-B Ratings on $913,000 Certs.
SALOMON BROTHERS: Losses Cue S&P to Cut Two Classes to D Rating
SALTIRE IND: Wants to Cut Insurance Benefits for 490 Retirees
SAXON ASSET: Fitch Downgrades Class BF-1 to BB- from BB+

SCHIRMER'S LLC: Case Summary & 20 Largest Unsecured Creditors
SECOND CHANCE: Relocating Operations from Michigan to Alabama
SOLUTIA INC: 74 Claims Transferred to Longacre Master Fund
SONEX RESEARCH: Liabilities Exceed Assets by More Than $1.6 Mil.
SOUTHERN FAMILY: A.M. Best Says Insurer's Fin'l. Strength is Weak

SPIEGEL INC: Wants to Honor Eddie Bauer Employee Incentive Bonuses
SPIEGEL INC: Modifies Stay for Lounsbery to Pursue Lawsuit
STAAR SURGICAL: Auditors Doubt Going Concern Ability
STATION CASINOS: Good Performance Prompts S&P to Affirm Ratings
TECO AFFILIATES: Confirmation Hearing Will Commence on April 5

TECO AFFILIATES: Will File Separate Operating Reports Under Seal
TORCH OFFSHORE: Balks at Committee's Request to Appoint a Trustee
TORCH OFFSHORE: Gets Final Order on DIP Loan & Cash Collateral Use
TORCH OFFSHORE: Nasdaq Halts Common Stock Trading
UAL CORP: Court Okays Escrow Bond Payments to U.S. Bank

UAL CORPORATION: Files 12th Reorganization Status Report
UNISYS CORPORATION: Moody's Says Liquidity is Adequate for 2005
UNITED RENTALS: Lenders Waive Default on Late Annual Report Filing
USG CORPORATION: L&W Wants to Enter Into New Real Property Leases
V-ONE CORP: Proginet is Offering $2.05 Million to Buy Assets

VALLEY MEDIA: Can Start Soliciting Acceptances of Liquidating Plan
VANGUARDE MEDIA: Liquidation Brings Void to Black Community
VERTIS INC: Moody's Junks $348 Million 9.75% Sr. Secured Notes
WHX CORP: U.S. Trustee Appoints 3-Member Creditors Committee
WHX CORP: PwC Approved as Independent Auditors & Tax Advisors

WILLIAMS PROD: Moody's Reviews B2 Debt Rating for Possible Upgrade
WORLDCOM INC: Settles Dispute Over 10 Champion Comms. Claims

* Former Deloitte Director Dov Frishberg Joins Alvarez & Marsal
* LeBoeuf Lamb Moves Bankr. Practice to Chicago, Legal Week Says

* Large Companies with Insolvent Balance Sheets

                          *********

ADELPHIA COMMS: WSJ Says $725 Mil. SEC Settlement in the Works
--------------------------------------------------------------
The Wall Street Journal reported last week that Adelphia
Communications Corp. is putting a deal together with the Justice
Department and the U.S. Securities and Exchange Commission under
which the cable television company will pay $725 million to settle
all claims arising from its accounting scandal.  Citing sources
familiar with the situation, the Journal says the settlement
amount is one of the largest in U.S. history; WorldCom settled SEC
charges for $750 million in 2003.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.


ADELPHIA COMMS: Gets Court OK to Sell 200,000 Class A UCOMA Shares
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gives permission to Adelphia Communications Corporation and its
debtor-affiliates to sell their interest in United Global Com,
Inc., through open market transactions.

United Global Com is an international broadband communications
provider of video, voice and Internet services, with operations in
15 countries outside the United States.  UCOMA's network reaches
approximately 12.7 million homes, and serves about 7.5 million
video subscribers, 730,000 voice subscribers and 925,000 Internet
subscribers.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that in June 2002, Adelphia Communications
Corporation and its debtor-affiliates sold 2.6 million of their
shares in UCOMA.  Since the June 2002 Sale, the price of the Stock
increased from $3.50 to $6.50 per share in July 2004.

On January 18, 2005, UCOMA entered into an agreement to merge with
Liberty Media.  Under the merger, the ACOM Debtors will have the
option to receive, for every share in UCOMA, $9.58 in cash or
$9.42 of expected value in Liberty Global stock, both of which are
below the current trading price of UCOMA.

The ACOM Debtors have around 200,000 remaining Class A shares in
UCOMA, which is currently trading at approximately $9.75 per
share.  In light of the relatively high current share price, the
Debtors believe that selling their remaining UCOMA shares at this
time is a sound financial decision.

The proceeds of the sale of the Stock will be used in accordance
with the terms of the ACOM Debtors' Amended and Restated Credit
and Guaranty Agreement dated August 26, 2002.

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


AF&L INSURANCE: Financial Strength is Poor, A.M. Best Says
----------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating of AF&L
Insurance Company and its subsidiary, Senior American Life
Insurance Company (both of Warrington, Pa.) to D (Poor) from B
(Fair) earlier this month.  The rating outlook is negative.

The rating reflects AF&L Insurance's capital position and
substantial fourth quarter 2004 net loss as a result of reserve
increases, losses from its long-term care business and one-time
expenses associated with management's restructuring.  The
increased losses have caused substantial deterioration to the
organization's capital and surplus position.  At year-end 2004,
AF&L Insurance reported negative capital and surplus on its annual
statement.  Consequently, AF&L Insurance and Senior American have
ceased writing any new business.

AF&L Insurance is currently working with regulatory authorities to
attempt to rectify its current financial position.  While its
subsidiary Senior American's year-end financials are not as
troubled, it is still adversely impacted by AF&L Insurance's
financial condition.

For Best's Ratings, an overview of the rating process and rating
methodologies, visit Best's Rating Center at
http://www.ambest.com/ratings

For current Best's Ratings, independent data and analysis on more
than 1,050 health companies and more than 130 HMO industry
composites visit Best's Health Center at
http://www.ambest.com/health

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


AIRCRAFT FINANCE: Moody's Junks $171M Classes B & C Notes
---------------------------------------------------------
Moody's Investors Service downgraded its ratings on four classes
of notes issued by Aircraft Finance Trust.

The complete rating action is:

Issuer: Aircraft Finance Trust, Series 1999-1

   * US $512 Million Class A-1 Floating Rate Notes due
     May 15, 2024, rated Ba1 to B1;

   * US $201 Million Class A-2 Floating Rate Notes due
     May 15, 2024, rated A2 to Baa1;

   * US $100 Million Class B Floating Rate Notes due May 15, 2024,
     rated B3 to Caa2;  and

   * US $71 Million Class C Fixed Rate Notes due May 15, 2024,
     rated Caa3 to Ca.

The downgrades are due to the dramatic increase in maintenance
expenses incurred by the trust in recent months and the rising
concern that this trend will continue over the course of the year.
In January 2005, the Class D Notes defaulted on interest followed
by a Class C interest default in February 2005.  In addition, as
of the March 15, 2005, distribution date, approximately 60% of the
Class B reserve account had been drawn.  At the levels of
maintenance expenses incurred in recent months it is possible that
the Class B Notes could default on interest as early as next
month.  The higher expenses in 2005 may also delay the payment of
minimum principal payments to the Class A Notes for a number of
months which places greater risk on the ultimate return of
principal to Class A investors

There are currently four off-lease aircraft in the AFT fleet,
representing around 9% of the portfolio, three of which have
signed new leases, but have not yet been delivered.  Over the
remainder of 2005, the current leases will expire on nine
aircraft, totaling approximately 27% of the portfolio by value and
40% by lease revenue.  The company has been remarketing these
aircraft actively and in some cases has secured LOIs or signed new
leases; however the expected lease rates are 30%-40% lower than
their current rates.  Moody's also believes that the relatively
large releasing task for 2005 will also result in continuing
volatility on the timing and the amount of the expenses for the
near future.


ALL MARK: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: All Mark Paving Marking Systems, Inc
        fka Newmark Manufacturing, Inc.
        3752 Copeland Drive
        Zephyrhills, Florida 33542

Bankruptcy Case No.: 05-05517

Chapter 11 Petition Date: March 25, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Ginnie Van Kesteren, Esq.
                  Ginnie Van Kesteren, P.A.
                  111 Second Ave Northeast, Suite 706
                  St. Petersburg, Florida 33706
                  Tel: (727) 898-9669

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Ennis Paint, Inc.                             $251,431
PO Box 671185
Dallas, TX 75267-1185

Avery Dennison Corporation                    $154,159
3645 Collection Center Drive
Chicago, IL 60693

American Express                               $77,657
PO Box 530001
Atlanta, GA 30353

United Rentals Highway Technologies            $75,400

Bank One                                       $37,873

Chase Platinum Mastercard                      $29,444

Mahan Paint Stripping                          $22,580

Citibusiness Card                              $19,497

Chrisp Company                                 $16,625

Elan Financial Services                        $14,162

Advanta Bank Corp                              $13,758

Capital One F.S.B.                             $11,738

Rapid Metal Products, Inc.                     $10,929

The Terrace Bank of Florida                    $10,778

Gulf State Asphalt Co., LP                      $9,857

Tierra, Inc.                                    $9,650

Better Barricades, Inc.                         $9,642

Skip-Line, Inc.                                 $8,613

Capial One Services                             $8,110

HRH of Southwest Florida                        $6,365

Pinnacle Central Co., Inc.                      $5,980


AMAZON.COM: Shareholder Deficit Narrows to $227 Mil. at Dec. 31
---------------------------------------------------------------
Amazon.com's Dec. 31, 2004, balance sheet shows liabilities exceed
assets by $227 million.  Amazon.com has incurred significant net
losses since it began doing business.  As of December 31, 2004,
the Company had an accumulated deficit of $2.39 billion.  That
figure nets billions of losses in prior years, a $35 million
profit in 2003 and a whopping $588 million of net income in 2004.
and its stockholders' deficit was $227 million.

As of December 31, 2004, Amazon.com had long-term indebtedness of
$1.86 billion.  The Company makes annual, or semi-annual, interest
payments on the indebtedness under its two convertible notes,
which are due in 2009 and 2010.  Although it made debt principal
reduction payments over the last two years, it may incur
substantial additional debt in the future, and in any event a
significant portion of its future cash flow from operating
activities is likely to remain dedicated to the payment of
interest and the repayment of principal on its indebtedness.  The
Company's indebtedness could limit its ability to obtain
additional financing for working capital, capital expenditures,
debt service requirements, acquisitions or other purposes in the
future, as needed; to plan for, or react to, changes in technology
and in its business and competition; and to react in the event of
an economic downturn.

Amazon.com, Inc., a Fortune 500 company, opened its virtual doors
on the World Wide Web in July 1995 and today offers Earth's
Biggest Selection. We seek to be Earth's most customer-centric
company, where customers can find and discover anything they might
want to buy online, and endeavor to offer customers the lowest
possible prices.

Amazon.com and its affiliates operate seven retail websites:

   * http://www.amazon.com/
   * http://www.amazon.co.uk/
   * http://www.amazon.de/
   * http://www.amazon.co.jp/
   * http://www.amazon.fr/
   * http://www.amazon.ca/and
   * http://www.joyo.com/

In addition, the company operates http://www.a9.com/and
http://www.alexa.com/that enable search and navigation, and
http://www.imdb.com/-- a comprehensive movie database.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service upgraded the long-term debt ratings of
Amazon.com and assigned a positive rating outlook as a result of
the company's consistent improvement in operating margins,
reduction in funded debt levels, and strengthening operating cash
flow.

These ratings are upgraded:

   * Senior implied of B1,

   * Issuer rating of B2,

   * Various convertible subordinated notes issues maturing 2009
     thru 2010 of B3,

   * Multiple shelf ratings of (P) B2, (P) B3, and (P) Caa1.

This rating is affirmed:

   * Speculative grade liquidity rating of SGL-2.


AMERICAN REPROGRAPHICS: S&P Ups Rating on $130M Sr. Sec. Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on American
Reprographics Co.'s (ARC) $130 million first priority senior
secured credit facility to 'BB' from 'BB-'.

At the same time, Standard & Poor's assigned its recovery rating
of '1' to this credit facility, indicating a high expectation of a
full recovery of principal in the event of a payment default.  In
addition, Standard & Poor's affirmed its 'B' rating on ARC's $225
million second lien term loan B, and assigned a recovery rating of
'4', indicating our expectation that lenders would experience
marginal (25%-50%) recovery of principal in the event of a payment
default.  Concurrently, Standard & Poor's affirmed its 'BB-'
corporate credit rating on the company.  Approximately $320
million in debt was outstanding as of Dec. 31, 2004.

"The upgrade of the first priority secured credit facility to a
level one notch above the corporate credit rating reflects a
reassessment of the recovery prospects for first lien lenders due
to certain changes to our future interest rate assumptions and a
modest prepayment of principal following the company's recently
completed IPO," said Standard & Poor's credit analyst Sherry Cai.


AMES DEPARTMENT: Sells Rocky Hill Property to 18 Bridge for $3M
---------------------------------------------------------------
Neil Berger, Esq., at Togut, Segal & Segal LLP, in New York, tells
the U.S. Bankruptcy Court for the Southern District of New York
that Ames Department Stores and its debtor-affiliates renewed
their efforts to sell their commercial real property located at
2418 Main Street, in Rocky Hill, Connecticut.  The Rocky Hill
Property consists of 12.7 acres of land and the office building
contains 228,000 square feet of space.

In October 2004, the Court authorized the sale of the Rocky Hill
Property to Thomas Briggs for $3.7 million.  However, Mr. Briggs
failed to close on the sale.  As a result of the default, the
Debtors retained Mr. Briggs' $200,000 contract deposit as
liquidated damages pursuant to the Briggs Purchase Agreement.

The Debtors have obtained an offer from 18 Bridge LLC to purchase
the Property for $3 million.  On February 28, 2005, the Debtors
concluded the terms of a sale of the Property to 18 Bridge.

18 Bridge will purchase the land and the improvements and all
easements, tenements, hereditaments, rights, licenses, privileges
and appurtenances belonging or relating thereto, together with all
right, title and interest of Debtor Ames Realty II, Inc., in and
to any streets, roads, alleys or other public ways adjoining or
serving the Land, including Ames Realty's rights to any land lying
in the bed of any street, road, alley or other public way, open or
proposed, and any strips, gores, culverts and rights-of-way
adjoining or serving the Land.

18 Bridge will also get all equipment and furnishings and all
other tangible personal property owned by Ames Realty and located
on the Premises on the Closing Date.

The $3 million Purchase Price will be payable in cash.  18 Bridge
delivered a $150,000 deposit to Ames Realty as a good faith
deposit.  The balance will be paid in cash at the Closing,
subject to customary prorations and adjustments as may be
provided under the Purchase Agreement.

The proposed transaction with the 18 Bridge for the Property is a
private sale, not subject to higher or better offers, as
permitted under Rule 6004(f)(1) of the Federal Rules of
Bankruptcy Procedure.  Mr. Berger notes that the Property has
been marketed exhaustively for more than two years.  It has been
the subject of two prior failed offers to purchase.  The Debtors
believe that the additional costs of a new bidding and auction
process for the Property are not justified under these
circumstances and are not likely to lead to any additional value
to the Debtors' estates.

Furthermore, the Property is no longer needed for the Debtors'
wind-down operations and, consequently, its ongoing maintenance
and upkeep requires the payment of continuing and significant
costs without any corresponding benefit to the Debtors.

The only recorded Lien against the Property is a mortgage in
favor of Kimco Funding, LLC, under the Revolving Credit, Guaranty
and Security Agreement dated as of September 27, 2002, between
the Debtors and Kimco.  Kimco consented to the sale of the
Property to 18 Bridge or to an entity that may submit a higher
offer.  Kimco agreed to release its Liens against the Property as
the Liens will transfer to the net proceeds of the sale.

Mr. Berger relates that the Debtors have previously tendered to
the State of Connecticut, and the State has accepted, the
Transfer Tax Payment in connection with the Briggs Sale.  Though
the closing on the Briggs Sale never occurred, the Debtors have
not sought a refund of the Transfer Tax Payment.  Accordingly,
the Proposed Sale to 18 Bridge should be exempt from any transfer
tax imposed by the State of Connecticut or any local government
within the State.  The Debtors reserve all of their rights to
seek a return of all or a portion of the Transfer Tax Payment.

At the Debtors' behest, the Court approves the sale of the Rocky
Hill Property to 18 Bridge, free and clear of any liens, claims
and encumbrances.

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


ANY MOUNTAIN: Owner Wants to Reorganize Rather Than Liquidate
-------------------------------------------------------------
Jim Welte, writing for the Marin Independent Journal, reports that
Eldon "Bud" Hoffman, founder and CEO of Any Mountain, Ltd., is in
a last-ditch effort to emerge from chapter 11, reviewing bids from
prospective purchasers.

In a hearing at the U.S. Bankruptcy Court in Santa Rosa this month
before the Honorable Alan Jaroslovsky, Mr. Welte relates,
attorneys for Any Mountain and creditors said the sale of some or
all of the company was the next logical step.  "We know the debtor
has solicited bids for the company, and people have expressed
interest in buying assets or buying the company," Jay Indyke,
Esq., at Kronish, Lieb, Weiner and Hellman in New York, which
represents the Official Committee of Unsecured Creditors, told the
Court.  "We'll find out what others think this business is worth
in this process," Michael Fallon, Esq., Any Mountain's lawyer,
told Judge Jaroslovsky.

Mr. Hoffman told Mr. Welte the past few months have been his worst
nightmare.  "I wouldn't wish this on my worst enemy," he said.
Mr. Hoffman blames his private lender for the chapter 11 filing.
"I would have never filed bankruptcy without something pushing me
to do this," he said. "I thought this guy was an angel on my
shoulder, and I couldn't have been more wrong."

Mr. Hoffman tells Mr. Welte his preferred choice would be to
reorganize the company and sell two of its stores -- but not its
main store in Corte Madera.  Mr. Hoffman said he wants to avoid
selling the entire company and going out of business.  "All this
talk about liquidation is absolutely, positively what I do not
want to do," he said.  "We're coming up with a plan for
reorganization, and we plan to continue operation.  For the
employees, many of whom have been with me for a long time, and for
this industry, I'm not about to close the doors.  I'm looking for
an investor -- somebody that would like to invest in the company
that is not a shark or a buzzard," he said.

Headquartered in Corte Madera, California, Any Mountain Ltd,
operates ten specialty outdoor stores throughout the San Francisco
Bay Area.  The Company filed for chapter 11 protection on Dec. 23,
2004 (Bankr. N.D. Calif. Case No. 04-12989).  Michael C. Fallon,
Esq., of Santa Rosa, California represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed below $50,000 in assets and more than
$1 million in debts.


AT&T CORP: Moves Annual Meeting to June to Discuss SBC Merger
-------------------------------------------------------------
AT&T will reschedule its 120th Annual Meeting of Shareowners to
accommodate the standard proxy filing procedures related to the
proposed acquisition of AT&T by SBC Communications, Inc.  The
annual meeting, originally scheduled for May 18, 2005, is now
expected to be held in June, and a new record date will be set
when the official meeting date has been determined.

As reported in the Troubled Company Reporter on Feb. 1, 2005,
SBC Communications Inc. and AT&T signed an agreement for SBC
to acquire AT&T, a combination that creates the nation's premier
communications company with unmatched global reach.

The transaction combines AT&T's global systems capabilities,
business and government customers, and fast-growing Internet
protocol (IP)-based business with SBC's extraordinary local
exchange, broadband and wireless solutions.  Both companies have
common values focused on customer service, innovation and
reliability.

Under terms of the agreement, approved by the boards of directors
of both companies, shareholders of AT&T will receive total
consideration currently valued at $19.71 per share, or
approximately $16 billion.

AT&T shareholders will receive 0.77942 shares of SBC common stock
for each common share of AT&T.  Based on SBC's closing stock price
on Jan. 28, 2005, this exchange ratio equals $18.41 per share. In
addition, at the time of closing, AT&T will pay its shareholders a
special dividend of $1.30 per share.  The stock consideration in
the transaction is expected to be tax-free to AT&T shareholders.

The acquisition, which is subject to approval by AT&T's
shareholders and regulatory authorities, and other customary
closing conditions, is expected to close by the first half of
2006.

                      About SBC Communications

SBC Communications Inc. -- http://www.sbc.com/--is a Fortune 50
company whose subsidiaries, operating under the SBC brand, provide
a full range of voice, data, networking, e-business, directory
publishing and advertising, and related services to businesses,
consumers and other telecommunications providers.  SBC holds a 60
percent ownership interest in Cingular Wireless, which serves 49.1
million wireless customers.  SBC companies provide high-speed DSL
Internet access lines to more American consumers than any other
provider and are among the nation's leading providers of Internet
services. SBC companies also now offer satellite TV service.

At Sept. 30, 2004, SBC Communications' balance sheet showed a
$27,472,000 stockholders' deficit, compared to a $43,877,000
deficit at Dec. 31, 2003.

                           About AT&T

For more than 125 years, AT&T (NYSE: T) has been known for
unparalleled quality and reliability in communications.  Backed by
the research and development capabilities of AT&T Labs, the
company is a global leader in local, long distance, Internet and
transaction-based voice and data services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2005,
Standard & Poor's Ratings Services placed its ratings on various
AT&T Corp.-related synthetic transactions on CreditWatch with
positive implications.

The rating actions follow the Feb. 1, 2005 placement of the
long-term corporate credit and senior unsecured debt ratings
assigned to AT&T Corp. on CreditWatch with positive implications.

Moody's, S&P and Fitch have assigned their single-B and double-B
ratings to AT&T's outstanding public debt.


AT&T CORP: Inks Long-Term Wholesale Services Pact with Bellsouth
----------------------------------------------------------------
AT&T Corp. signed a long-term commercial agreement with BellSouth
(NYSE: BLS) for local wholesale phone services for the
provisioning of wholesale local phone services throughout the
nine-state BellSouth region in the Southeast.  This agreement
enables AT&T to continue serving its existing local customers in
the region.  AT&T disclosed last summer that it had stopped
actively marketing traditional residential and small-business
voice services, and this agreement does not change that decision.

With the successful completion of negotiations with AT&T,
BellSouth now has more than 100 commercial agreements with
wholesale customers.

"While BellSouth has been providing AT&T with wholesale services
for several years, we are now entering a new commercial
relationship," said Rex Adams, president of BellSouth
Interconnection Services.  "We look forward to offering AT&T our
world-class wholesale services at commercially negotiated rates."

                 About BellSouth Corporation

BellSouth Corporation is a Fortune 100 communications company
headquartered in Atlanta, Ga., and a parent company of Cingular
Wireless, the nation's largest wireless voice and data provider.

                           About AT&T

For more than 125 years, AT&T (NYSE: T) has been known for
unparalleled quality and reliability in communications.  Backed by
the research and development capabilities of AT&T Labs, the
company is a global leader in local, long distance, Internet and
transaction-based voice and data services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2005,
Standard & Poor's Ratings Services placed its ratings on various
AT&T Corp.-related synthetic transactions on CreditWatch with
positive implications.

The rating actions follow the Feb. 1, 2005 placement of the
long-term corporate credit and senior unsecured debt ratings
assigned to AT&T Corp. on CreditWatch with positive implications.

Moody's, S&P and Fitch have assigned their single-B and double-B
ratings to AT&T's outstanding public debt.


ATA AIRLINES: Chicago Express Wants to Reject 71 Agreements
-----------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, Chicago Express
Airlines, Inc., seeks the United States Bankruptcy Court for the
Southern District of Indiana's authority to reject 71 executory
contracts and unexpired leases.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the Agreements are for goods and services,
equipment, or personal and nonresidential real property that is no
longer necessary to the operations of Chicago Express.

Mr. Nelson notes that ATA Airlines, Inc. and its debtor-affiliates
have decided to undertake efforts to sell the assets, including
the stock, of Chicago Express.  In connection with those efforts,
on March 21, 2005, the Court approved the Debtors' proposed Sale
Procedures for Chicago Express.

Chicago Express will reject the 71 Agreements effective 11:59 p.m.
EST, on March 31, 2005.  By then, Chicago Express will have:

     * informed all of the counter-parties to the Agreements of
       its intent to reject the Agreements; and

     * surrendered possession of all real and personal property
       leased pursuant to the Agreements.

As a result, Mr. Nelson says, the counterparties will be barred
from continuing to accrue administrative expenses to the detriment
of Chicago Express' other creditors.

Chicago Express does not want to expose its estate to unwarranted
postpetition administrative expenses.

Mr. Nelson points out that the Court has previously recognized the
idea of a de facto rejection prior to the entry of an order
approving a Rejection Motion in In re American Commercial Lines
LLC, Case No. 03-90305, also a large Chapter 11 case.

Since the deadline for submitting qualifying bids is March 25,
2005, Chicago Express does not know whether the Qualifying Bids
will propose transactions that contemplate the assumption and
assignment of some or all of the Agreements.  If the assumption
and assignment of any of the Agreements is part of any Sale
selected, Chicago Express will notify the affected counterparties
to any Agreement that the rejection of the Agreement will be
contingently withdrawn pending approval of the Sale.

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


AUBURN FOUNDRY: Exploring Sale of Plant II Near Interstate 69
-------------------------------------------------------------
Urvaksh Karkaria, writing for The Journal Gazette, reports that
Auburn Foundry is exploring a sale of its remaining plant (known
as Plant II near Interstate 69), according to John R. Burns, Esq.,
at Baker & Daniels, which represents the company in its chapter 11
restructuring.

Last month, the Bankruptcy Court approved a disclosure statement
explaining the company's chapter 11 plan.  The Plan proposes to
pay priority claims in full.  Unsecured creditors, owed
$1.75 million, will receive an initial $375,000 cash distribution
and additional payments over time based on an excess cash flow
computation.  That plan doesn't have a high level of creditor
support.  Last week, the U.S. Bankruptcy Court for the Northern
District of Indiana, Fort Wayne Division, continued a confirmation
hearing to allow the Debtor 30 additional days to file an amended
disclosure statement and reorganization plan that creditors find
more palatable.

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


BANC OF AMERICA: S&P Puts Low-B Ratings on 6 Series 2005-1 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Commercial Mortgage Inc.'s $2.3 billion
commercial mortgage pass-through certificates series 2005-1.

The preliminary ratings are based on information as of March 25,
2005. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-4, A-SB, A-5, A-1A, A-J, XP, B, C, and D are currently being
offered publicly.  The remaining classes will be offered
privately.  Standard & Poor's Ratings Services' analysis
determined that, on a weighted average basis, the pool has a debt
service coverage of 1.60x, a beginning LTV of 95.1%, and an ending
LTV of 86.8%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com. Select Credit Ratings, and then
find the article under Presale Credit Reports.


                  Preliminary Ratings Assigned
     Banc of America Commercial Mortgage Inc. Series 2005-1

         Class        Rating        Preliminary amount ($)
         -----        ------        ----------------------
         A-1          AAA                       39,800,000
         A-2          AAA                      185,100,000
         A-3          AAA                      555,000,000
         A-4          AAA                      343,041,000
         A-SB         AAA                      132,125,000
         A-5          AAA                      383,422,000
         A-1A         AAA                      219,184,000
         A-J          AAA                      168,352,000
         B            AA                        60,955,000
         C            AA-                       20,318,000
         D            A                         43,539,000
         E            A-                        20,319,000
         F            BBB+                      26,123,000
         G            BBB                       20,318,000
         H            BBB-                      34,832,000
         J            BB+                        5,805,000
         K            BB                         8,708,000
         L            BB-                        8,708,000
         M            B+                         2,902,000
         N            B                          5,805,000
         O            B-                        11,611,000
         P            N.R.                      26,123,942
         XC*          AAA                    2,322,090,942
         XP*          AAA                              TBD

         * Interest-only class with a notional dollar amount.
         N.R. -- Not rated.
         TBD -- To be determined.


BEAR STEARNS: Fitch Puts Low-B Ratings on 6 2005-PWR7 Certificates
------------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Trust 2005-PWR7,
commercial mortgage pass-through certificates are rated by Fitch
Ratings:

        -- $78,000,000 class A-1 'AAA';
        -- $188,000,000 class A-2 'AAA';
        -- $106,000,000 class A-AB 'AAA';
        -- $527,652,000 class A-3 'AAA';
        -- $85,748,000 class A-J 'AAA';
        -- $1,124,565,652 class X-1* 'AAA';
        -- $1,092,297,000 class X-2* 'AAA';
        -- $33,737,000 class B 'AA';
        -- $8,434,000 class C 'AA-';
        -- $15,463,000 class D 'A';
        -- $11,246,000 class E 'A-';
        -- $11,245,000 class F 'BBB+';
        -- $9,840,000 class G 'BBB';
        -- $12,652,000 class H 'BBB-';
        -- $4,217,000 class J 'BB+';
        -- $4,217,000 class K 'BB';
        -- $5,623,000 class L 'BB-';
        -- $4,217,000 class M 'B+';
        -- $1,406,000 class N 'B';
        -- $2,811,000 class P 'B-';
        -- $14,057,652 class Q 'NR';

           * Notional amount and interest only.

Classes A-1, A-2, A-AB, A-3, A-J, X-2, B, C, and D are offered
publicly, while classes X-1, E, F, G, H, J, K, L, M, N, P, and Q
are privately placed pursuant to Rule 144A of the Securities Act
of 1933.  The certificates represent beneficial ownership interest
in the trust, primary assets of which are 124 fixed-rate loans
having an aggregate principal balance of approximately
$1,124,565,652, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the Report titled 'Bear Stearns Commercial Mortgage Securities
Trust 2005-PWR7' dated March 4, 2005, available on the Fitch
Ratings web site at http://www.fitchratings.com/


BJ SERVICES: Redeeming Convertible Senior Notes for $422.4 Million
------------------------------------------------------------------
BJ Services Company (NYSE: BJS; CBOE; PCX) has called for the
redemption of all of its outstanding Convertible Senior Notes
due 2022.  The aggregate redemption price is approximately
$422.4 million ($817.99 per $1,000 principal amount), plus
accrued and unpaid interest to, but excluding, the redemption
date, which is April 25, 2005.

The Company intends to fund the redemption of the Notes from cash.
Holders will have the right to elect to convert their Notes to
shares of the Company's common stock, par value $.10 per share, at
any time prior to the close of business on the second business day
before the redemption date, in accordance with the terms of the
indenture governing the Notes.  If any holder exercises the right,
the Company has the right to settle the conversion in cash, common
stock or a combination thereof.

BJ Services Company is a leading provider of pressure pumping and
other oilfield services to the petroleum industry.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 3, 2005, the
Company received a report from a whistleblower alleging that its
Asia Pacific Region Controller had misappropriated Company funds
in fiscal 2001.  The Company began an internal investigation into
the misappropriation and whether other inappropriate actions
occurred in the Region.

The Region Controller admitted to multiple misappropriations
during a 30-month period ended April 2002.  The misappropriations
identified to date total approximately $9.0 million and have been
repaid to the Company.  The misappropriated funds were recorded as
an expense in the Consolidated Statement of Operations in prior
periods and, therefore, no restatement is required.

As a result, the Company expects to record $9.0 million as Other
Income in the Consolidated Condensed Statement of Operations for
the quarter ending December 31, 2004.  The Company is conducting a
review of accrued liabilities and certain other balance sheet
accounts for the Asia Pacific Region and a review of certain tax
records in the region before filing its Form 10-K.  As the Company
continues its investigation, further adjustments may be recorded
in the Consolidated Statement of Operations.

The Company also received whistleblower allegations that illegal
payments to foreign officials were made in the Asia Pacific
Region.  The Audit Committee of the Board of Directors engaged
independent counsel to conduct a separate investigation to
determine whether any such illegal payments were made.  That
investigation, which is also continuing, has found information
indicating that illegal payments to government officials in the
Asia Pacific Region aggregating in excess of $1.5 million may have
been made over several years.

Earlier this month, the Company said it would give a notice of
default to the lenders under its $400 million revolving credit
facility for failing to comply with its covenants to timely
provide audited financial statements.  The delivery of the
company's annual report to the SEC solves this problem.  The
Company also indicated it has no borrowings under its $400 million
Revolving Credit Facility and has cash and cash equivalents and
short-term investments in excess of its other indebtedness.


BLOCKBUSTER INC: Hollywood Bid Update Prompts S&P to Hold Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services today affirmed its ratings for
Blockbuster Inc., including the 'BB' corporate credit rating, and
removed them from CreditWatch, where they were placed with
negative implications on Nov. 11, 2004.  The outlook is stable.
This action follows the company's announcement that it has decided
not to extend its offer to purchase its closest competitor,
Hollywood Entertainment Corp. (B+/Watch Dev/--), for approximately
$1.3 billion, thereby effectively abandoning its bid to make the
acquisition.

Blockbuster is a leading global provider of in-home movie and game
entertainment, with approximately 8,900 stores throughout the
Americas, Asia, and Australia.  It is the No. 1 player in the
mature and fragmented $8.2 billion U.S. video rental market.

"Ratings reflect the risks of operating in a mature and declining
video rental industry, the company's dependence on decisions made
by movie studios, its high leverage, and the technology risks
associated with delivery of video movies to the home," said
Standard & Poor's credit analyst Diane Shand.  "In the near term,
however, new technologies are not expected to affect the
creditworthiness of the company."  In the retail market (in which
Blockbuster has about a 4% share), the company competes against
big box retailers (e.g., Best Buy Co. Inc. and Circuit City Stores
Inc.), discounters (e.g., Wal-Mart Stores Inc. and Target Corp.),
and specialty stores.  "These risks are partially mitigated by
Blockbuster's dominant market position in the video rental
industry, good cash flow generating capabilities, its healthy
store base, and geographic diversity," added Ms. Shand.


BLUE DOLPHIN: On-Going Liquidity Issues Spur Going Concern Doubt
----------------------------------------------------------------
Blue Dolphin Energy Company (Nasdaq: BDCO) reported a net loss of
$616,827 on revenues of $475,341 for the quarter ended December
31, 2004, compared to a net loss of $850,378 on revenues of
$531,838 for the quarter ended December 31, 2003.  Fourth quarter
2004 results include a non-cash compensation expense of
approximately $617,000 associated with warrants issued to certain
of the Company's Directors.  The decrease in 4th quarter revenues
was primarily due to lower oil and gas sales of approximately
$267,000, offset in part by higher pipeline transportation
revenues of approximately $210,000 due primarily to an increase in
gas transportation rates negotiated on the Blue Dolphin Pipeline
system.

For the year ended December 31, 2004, the Company reported a net
loss of $2,500,334 on revenues of $1,435,646, compared to a net
loss of $793,058 on revenues of $2,516,814 for the year ended
December 31, 2003.  The decrease in year end 2004 results compared
to 2003 results was due to lower oil and gas sales revenues of
approximately $1,186,000, non-cash compensation expense of
approximately $818,000 primarily associated with the issuance of
Warrants to certain of the Company's Directors, and the incurrence
of expenses of approximately $320,000 associated with financing
transactions.

The Company's auditors UHY Mann Frankfort Stein & Lipp CPAs, LLP,
raised substantial doubt about Blue Dolphin's ability to continue
as a going concern due to the Company's on-going liquidity
problems.  For the year ended December 31, 2004, the Company
generated total revenues of approximately $1.4 million while
operating costs and general administrative costs, excluding
certain non-cash compensation expense, totaled approximately
$2.8 million.

"In order to satisfy our working capital and capital expenditure
requirements for the year ending December 31, 2005, we believe
that we will need to raise approximately $500,000 of capital," the
Company said in its regulatory filing.  "Unless operating
performance of existing assets significantly improves or a
significant acquisition of earning assets is made, we will need to
either, extend the payment terms of our promissory notes, arrange
external financing and/or sell assets to raise the necessary
capital."

There are currently 6,863,689 shares of common stock issued and
outstanding.

                        About the Company

Blue Dolphin Energy Company -- http://www.blue-dolphin.com/-- is
engaged in the gathering and transportation of natural gas and
condensate. Questions should be directed to G. Brian Lloyd, Vice
President, Treasurer, at the Company's offices in Houston, Texas,
713-227-7660.


BOOTH CREEK: EBITDA Drop Cues S&P to Junk Credit Rating to CCC
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Booth Creek Ski Holdings Inc. to 'CCC' from 'B-'.
Standard & Poor's also placed all the ratings on CreditWatch with
negative implications.

"The rating actions are based on a significant deterioration in
Booth Creek's EBITDA and the considerably shorter time frame in
which the company must refinance current maturities," said
Standard & Poor's credit analyst Andy Liu.  Booth Creek's ski
resort, The Summit at Snoqualmie, is having one of the lowest
snowfall seasons on record, dramatically affecting skier visits.
Year-over-year skier visits at the Summit declined 83% during the
quarter.  The slight improvements in skier visits at the company's
other ski resorts were insufficient to offset the decline.  The
resulting reduction in EBITDA has led to bank covenant violations.
While the company obtained a waiver from its lender, the maturity
of its credit facility was changed to May 31, 2005, from Oct. 31,
2005, and the size of the revolving credit facility was reduced to
$18 million from $25 million. These changes mean that Booth Creek
will have only two months to complete its refinancing of current
maturities and that liquidity will be very strained for the
duration.

Booth Creek operates six regional ski resorts catering mainly to
day and overnight visitors.  Its resorts are clustered in New
Hampshire and the Lake Tahoe region in California, with one in
Washington State.  Booth Creek's real estate business, which has a
different peak season, only marginally reduces the company's
seasonal swings in revenues, as ski resort operations (including
lift-ticket sales, dining, and others) account for the vast
portion of revenues.


BUFFALO MOLDED: Plastech to Take Over Auto Business, Report Says
----------------------------------------------------------------
The Detroit Free Press reported last week that Plastech Engineered
Products, Inc., has agreed to take over the $45-million automotive
business from Andover Industries, following approval from the
Honorable Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania on March 18.  The paper said that
the deal is expected to close by April 4.  The deal keeps
Andover's 600 workers, who generated $65 million of revenue in
2004, employed.  As previously reported in the Troubled Company
Reporter, Andover started talking to potential buyers in November
2004.

Dearborn, Michigan-based Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a privately held major producer
of plastic interior and exterior trim components for the
automotive industry.  Plastech's total balance sheet debt was
about $504 million at Dec. 31, 2004.  Plastech employs 7,600
people at 35 facilities in North America.  Plastech has its own
challenges.  In February 2005, Standard & Poor's Ratings Services
placed its 'BB-' corporate credit rating on Plastech Engineered
Products Inc., on CreditWatch with negative implications.  "The
action followed indications that 2004 financial results were
materially weaker than expected and that a waiver will be sought
from lenders to avoid violation of certain covenants under the
company's senior secured credit agreement," Standard & Poor's
credit analyst Nancy Messer said at the time.

Headquartered in Andover, Ohio, Buffalo Molded Plastics, Inc., dba
Andover Industries, -- http://www.andoverplastics.com/--  
manufactures rocker panels, grilles, pillars and body side molding
components for General Motors Corp. and DaimlerChrysler.  The
Company filed for chapter 11 protection on Oct. 21, 2004 (Bankr.
W.D. Pa. Case No. 04-12782).  David Bruce Salzman, Esq., at
Campbell & Levine, LLC, represents the Debtor in its restructuring
efforts.  When the Debtor filed  for protection from its
creditors, it estimated assets and debts in the $10 million to $50
million range.  David W. Lampl, Esq., at Leech Tishman Fuscaldo &
Lampl, LLC, represents the Official Committee of Unsecured
Creditors in the Debtor's chapter 11 case.


CAPITAL LEASE: Fitch Affirms $6.8 Mil. Certs. at B+ & Junks Two
---------------------------------------------------------------
Fitch Ratings affirms Capital Lease Funding Securitization, L.P.'s
corporate credit-backed pass-through certificates, series 1997-
CTL-1:

        -- $16.4 million class A-2 'AAA';
        -- $17.8 million class A-3 'AAA';
        -- Interest-only class IO 'AAA';
        -- $15.5 million class B 'AA+';
        -- $15.5 million class C 'A';
        -- $6.1 million class D 'BBB-';
        -- $6.8 million class E 'B+'.

The $1.9 million class F and the $1.3 million class G certificates
remain at 'CCC'.

The affirmations are the result of the transaction paydown and
subsequent increase in credit enhancement offsetting the overall
decline in the tenants' ratings.  As of the March 2005
distribution date, the pool has paid down 37.1% to $81.4 million
from $129.4 million at issuance.  There have been no specially
serviced loans and no realized losses since issuance.

Fitch is concerned with the two Winn-Dixie loans.  On Feb. 21,
2005, Winn-Dixie Stores, Inc. filed for Chapter 11 bankruptcy
protection.  The Winn-Dixie loans, both secured by properties
located in Slidell, Louisiana, represent 7.9% of the pool as of
the March 2005 distribution date.  While the bankruptcy filing is
seen as a negative event for the pool, both stores are currently
open and operating.  Fitch will closely monitor future lease
rejection announcements to assess the impact of any new
developments to the pool.

The pool's tenants consist of:

          * CVS Corp. (26.2%),
          * Circuit City (19.5%),
          * Rite Aid Corp. (12.2%),
          * RadioShack Corp. (8.9%),
          * Winn-Dixie (7.9%),
          * New York State Electric & Gas Corp. (6.4%),
          * Food Lion (Delhaize America Inc.) (5.2%),
          * Royal Ahold N.V. (4.8%),
          * Walgreen Co. (4.0%),
          * AutoZone Inc. (3.6%), and
          * HCA Inc. (1.5%).

The weighted average rating of the tenants is 'B+'/'B'.  In
January 2005, there was a $14.8 million payoff of a loan in which
Health Care Service Corp. (rated 'A-' by Fitch) guaranteed the
lease.


CARDIAC SCIENCE: PwC Raises Doubt About Going Concern Viability
---------------------------------------------------------------
Cardiac Science, Inc. (Nasdaq: DFIB) filed its Annual Report on
Form 10-K with the Securities and Exchange Commission.  The
Company's independent registered public accounting firm,
PricewaterhouseCoopers, LLP, raised substantial doubts about the
Company's ability to continue as a going concern based on the
Company's history of operating losses.

From inception, the Company said it has incurred substantial
losses and negative cash flows from operations.  For the years
ended December 31, 2004 and 2003, Cardiac Science incurred losses
of $18,669 and $12,537, respectively, and negative cash from
operations of $8,776 and $16,347, respectively.  As of Dec. 31,
2004, the Company had $13,913 cash on hand, $27,046 of working
capital, $52,664 of short and long term debt, and an accumulated
deficit of $124,357.

"If we do not realize the expected revenue and cost of goods, or
if operating expenses increase substantially, or if we cannot
maintain our DSO ratio, we may not be able to fund our operations
for the next twelve months," the Company said in its regulatory
filing.  "In addition, our line of credit and our Senior Notes
require maintenance of certain financial covenants, of which we
were in violation during 2004.  Even though we have obtained
waivers for all covenant violations and have amended the covenants
for 2005 and going forward, if in the future, we fail to comply
with these financial covenants as amended, we could be unable to
use our line of credit or be in default under the Senior Notes.
If we are in default, we may be subject to claims by the note
holders seeking to enforce their security interest in our assets.
Such claims, if they arise, may substantially restrict or even
eliminate our ability to utilize our assets in conducting our
business, and may cause us to incur substantial legal and
administrative costs."

Also, PwC expressed an opinion that management's assessment of the
Company's internal controls over financial reporting as of
December 31, 2004, was fairly stated, in all material respects,
based on criteria established in Internal Control -- Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).  Furthermore, in the opinion of
the independent registered public accounting firm, the Company
maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2004, based on
criteria established by COSO.

                        About the Company

Cardiac Science develops, manufactures and markets a complete line
of Powerheart(R) brand, automated public access defibrillators
(AEDs), and offers comprehensive AED/CPR training and AED program
management services that facilitate successful deployments.  The
company makes the Powerheart(R) CRM(R), the only FDA-cleared
therapeutic patient monitor that instantly and automatically
treats hospitalized cardiac patients who suffer life-threatening
heart rhythms.  Cardiac Science also manufactures its AED products
on a private label basis for other leading medical companies such
as Nihon Kohden (Japan), Quinton Cardiology Systems and GE
Healthcare.  For more information please visit
http://www.cardiacscience.com/or call (949) 797-3800.


CATHOLIC CHURCH: Court OKs Spokane's Proposed Interim Fee Protocol
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
December 27, 2004, The Diocese of Spokane sought to establish a
procedure for paying and monitoring the interim compensation due
from the estate on a monthly basis.  By reviewing the amounts
requested on a monthly basis rather than every 120 days, Spokane
believes that it, the United States Trustee, and creditors and
other parties-in-interest will be in a better position to monitor
and control the costs and fees of estate professionals on a
current basis.

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

At the Debtor's behest, Judge Williams approve its proposed
procedure for awarding interim compensation and reimbursement of
expenses to all Professionals.

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)


CENTERPOINT ENERGY: Moody's Assigns Ba2 Rating to $1 Bil. Facility
------------------------------------------------------------------
Moody's Investors Service placed the ratings of CenterPoint
Energy, Inc. (CenterPoint, Ba2 senior unsecured) and CenterPoint
Energy Resources Corp. (CERC, Ba1 senior unsecured) on review for
possible upgrade.  Moody's also revised the rating outlook for
CenterPoint Energy Houston Electric, LLC (CEHE, Baa2 senior
secured) to stable from negative.

In addition, Moody's assigned ratings to CenterPoint and CEHE's
bank credit facilities.  Moody's assigned a Ba2 rating to
CenterPoint's $1.0 billion unsecured bank credit facility expiring
in 2010, a Baa3 rating to CEHE's $200 million unsecured revolving
credit facility expiring in 2010, and a Baa2 rating to CEHE's
$1.31 billion "back-stop" facility, which, when utilized, will be
secured by General Mortgage Bonds.  Drawings under the back-stop
facility may be made until November 16, 2005 and drawn amounts
will term out for two years.  Use of proceeds from the back-stop
facility is restricted to the repayment of a $1.31 billion secured
term loan which matures on November 11, 2005.

The review for possible upgrade for CenterPoint reflects the
progress made to date with respect to the company's debt reduction
plans as a result of the sale of the Texas Genco operations, the
steady financial improvements being generated at CERC and the
progress to date at CEHE with respect to its 2004 True-Up
proceeding, and the prospect for near-term recoveries associated
with its True-up balance.  The review also anticipates that
CenterPoint will generate increased cash from operations and make
significant debt reduction in 2005 by utilizing the proceeds of
asset sales and possibly equity issuances.  In addition, we view
the recent implementation of a $1.3 billion "back-stop" credit
facility at subsidiary CEHE positively, as it adequately addressed
near-term liquidity risks.

The review of CERC's ratings is merited by the solidification of
CERC's creditworthiness on stand-alone factors.  CERC's credit
metrics are improving due to rate relief granted during 2004, and
there is potential that incremental improvement will result from
three outstanding rate cases that are expected to conclude this
year.  Its ratios are reasonably in line with those of low
investment-grade integrated gas companies.  The review also
recognizes CERC's successful renewal of the Southern Gas
Operations' transportation contract (by far CERC's largest
commercial contract) and provisions under the SEC's financing
order and credit facility covenants that help to insulate the
creditworthiness of CERC from CNP.

An upgrade of CERC's senior unsecured rating to Baa3 is likely
provided that CenterPoint's de-leveraging plan progresses as
expected.  Key upcoming milestones in the plan include, but are
not limited to, CenterPoint completing the sale of its STP nuclear
assets (expected 1H05), deciding whether to undertake a quasi-
reorganization (by May 10, 2005), and renewing its financing order
with the SEC before the current one expires on June 30, 2005.

A delay in the renewal of the SEC financing order could prohibit
CenterPoint from financing activity, including the refinancing of
$325 million of CERC's 8.125% notes due on July 15, 2005.  Moody's
anticipates that CEHE's issuance of securitization bonds could be
delayed for some time, possibly beyond the time of CERC's July
2005 debt maturity.  CenterPoint currently plans to use a portion
of the proceeds from the securitization bond issuance to repay
CERC's notes.  As part of the review, we will explore
CenterPoint's contingency plans for refinancing CERC's debt
maturity in July and the impact on CERC's liquidity.

An upgrade would also be conditioned on CERC's reasonably tracking
its near-term forecast, with retained cash flow/adjusted debt of
at least 10%, including borrowings under its accounts receivables
facility and operating leases capitalized at 8x.  This would
entail satisfactory progress on its outstanding rate proceedings
and demonstrating continuing profitability improvements from cost
efficiencies and margins from organic growth projects.

The stable ratings outlook for CEHE reflects the company's
progress to date associated with the 2004 True-Up proceedings, and
our belief that its credit profile will be stable or improve over
the next few years.  The rating and outlook also incorporate our
expectation that there may be substantial regulatory and legal
litigation delays associated with concluding the 2004 True-up
proceeding, which could drag out over a prolonged period.

However, the rating and outlook do not anticipate a surprisingly
negative outcome for the CTC application, the 2004 True-Up
determination or financing order appeals.  The rating and outlook
also do not anticipate an early settlement of regulatory and legal
issues.

Moody's expects the PUCT's financing order authorizing the
issuance of approximately $1.8 billion of securitized RRB's to be
appealed to the District Court in Austin.  In our opinion, the
legal appeals associated with both the $2.3 billion True-up
determination and the financing order could take several years to
fully work through the court system, creating longer term
regulatory and legal litigation risks.

We expect CEHE's funds from operations to adjusted total debt to
be in the range of 10% to 15% over the near- to intermediate-term
and we incorporate an expected improvement in FFO interest
coverage following an expected refinancing of the $1.3 billion
term loan in November 2005.

CenterPoint Energy is an electric and gas transmission and
distribution company headquartered in Houston, Texas.


CHASE FUNDING: S&P Affirms Low-B Ratings on Four Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
M-1 and M-2 from Chase Funding Loan Acquisition Trust, series
2001-C3.  The rating on the class M-1 certificates was raised to
'AAA' from 'AA', while the rating on class M-2 was raised to
'A+' from 'A'. Concurrently, ratings are affirmed on 70 classes
from nine transactions from the same issuer.

The raised ratings reflect adequate actual and projected credit
support percentages, despite moderate delinquencies, that meet the
levels necessary for the revised ratings.  The higher credit
support percentages resulted from significant principal
prepayments of the underlying collateral coupled with the shifting
interest structure of the transaction.  The transaction has paid
down to approximately 11% of its original balance.  On an actual
basis, credit enhancement percentages have at least doubled the
original loss coverage levels associated with the upgraded
classes.  The projected credit support percentage for class M-1
has increased to approximately 77% from 15.25% at issuance, while
the projected credit support percentage for class M-2 has
increased to approximately 30% from its original level of 10.75%.

In addition, series 2001-C3 has been producing a significant
amount of excess interest cash flow, which has been utilized to
cover monthly losses.  As of the February 2005 remittance period,
approximately 14.94% of the mortgage pool had serious
delinquencies (90-plus days, foreclosure, and REO), and the
transaction had incurred approximately 0.88% in cumulative
realized losses.

The affirmed ratings reflect adequate actual and projected credit
support percentages, despite moderate delinquencies and cumulative
realized losses.  As of the February 2005 remittance date, serious
delinquencies ranged from 0.03% for series 2003-C2 to 22.99% for
loan group two of series 2001-C1.  Cumulative realized losses, as
a percentage of the original pool balance, ranged from 0.00% for
series 2003-C2 to 1.96% for loan group one of series 2001-C2.

Credit support is provided by subordination,
overcollateralization, and excess spread, except for the B
classes, where there is no subordination.  The underlying
collateral consists of 30-year fixed-rate or adjustable-rate
subprime mortgage loans secured by first liens on residential
properties.

                           Ratings Raised

                  Chase Funding Loan Acquisition Trust
                    Mortgage loan asset-backed certs
                                         Rating
                  Series     Class   To          From
                  ------     -----   --          ----
                  2001-C3    M-1     AAA         AA
                  2001-C3    M-2     A+          A


                           Ratings Affirmed

                  Chase Funding Loan Acquisition Trust
                    Mortgage loan asset-backed certs

     Series     Class                                     Rating
     ------     -----                                     ------
     2001-C1    IA-3, IA-4, IIA-1                         AAA
     2001-C1    IIM-1                                     AA+
     2001-C1    IM-1                                      AA
     2001-C1    IM-2, IIM-2                               A
     2001-C2    IA-4, IA-5, IIA-1                         AAA
     2001-C2    IIM-1                                     AA+
     2001-C2    IM-1                                      AA
     2001-C2    IM-2, IIM-2                               A
     2001-C2    IB, IIB                                   BBB
     2001-C3    B                                         BBB
     2001-FF1   A-1, A-2                                  AAA
     2001-FF1   M-1                                       AA+
     2001-FF1   M-2                                       A+
     2001-FF1   B                                         BBB
     2002-C1    IA-6                                      AAA
     2002-C1    IM-1, IIM-1                               AA
     2002-C1    IM-2, IIM-2                               A
     2002-C1    IB, IIB                                   BBB
     2003-C1    IA-2, IA-3, IA-4, IA-5, IIA-2             AAA
     2003-C1    IM-1, IIM-1                               AA
     2003-C1    IM-2, IIM-2                               A
     2003-C1    IB, IIB                                   BBB
     2003-C2    IA, IIA, IA-X, IIA-X, IA-P, IIA-P         AAA
     2003-C2    B-1                                       AA+
     2003-C2    B-2                                       A+
     2003-C2    B-3                                       BBB+
     2003-C2    B-4                                       BB+
     2003-C2    B-5                                       B+
     2004-AQ1   A-1, A-2                                  AAA
     2004-AQ1   M-1                                       AA
     2004-AQ1   M-2                                       A
     2004-AQ1   M-3                                       A-
     2004-AQ1   B-1                                       BBB+
     2004-AQ1   B-2                                       BBB
     2004-AQ1   B-3                                       BBB-
     2004-AQ1   B-4                                       BB+
     2004-AQ1   B-5                                       BB
     2004-OPT1  A-1, A-2                                  AAA
     2004-OPT1  M-1                                       AA
     2004-OPT1  M-2                                       A
     2004-OPT1  M-3                                       A-
     2004-OPT1  B-1                                       BBB+
     2004-OPT1  B-2                                       BBB
     2004-OPT1  B-3                                       BBB-
     2004-OPT1  B-4                                       BB+


CHASE MORTGAGE: S&P Affirms Low-B Ratings on Nine Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 13
classes from six series of mortgage pass-through certificates
issued by Chase Mortgage Finance Trust.  Concurrently, ratings are
affirmed on 308 classes from 25 series from the same issuer.

The raised ratings reflect the appreciated percentages of actual
and projected credit support, as well as low total delinquencies
and realized losses to date.  The appreciated credit support
percentages resulted from the shifting interest structure, which
were accelerated by significant principal prepayments on the
underlying collateral.  Currently, the projected credit support
percentages for each upgraded class is at least 2x the original
loss coverage levels associated with the new ratings.

The upgraded transactions have less than 35% of their original
pool principal balances outstanding.  Total delinquencies, as of
the February remittance period, ranged from 0.00% for series 2002-
S8 to 18.85% for series 2001-S7.  Cumulative realized losses, as a
percentage of original pool balance, ranged from 0.00% for five
transactions to 0.03% for series 2001-S5.

The affirmed ratings reflect adequate actual and projected credit
support percentages, low total delinquencies, and low or no
realized losses to date.

Credit support for these transactions is provided by
subordination.  The underlying collateral consists primarily of
conventional, fully amortizing, 30-year, fixed-rate mortgage
loans, which are secured by first liens on one-to four-family
residential properties.

                           Ratings Raised

                  Chase Mortgage Finance Trust
                    Mortgage pass-through certs

                                      Rating
               Series    Class   To            From
               ------    -----   --            ----
               2001-S5   B-2     AAA           AA
               2001-S7   B-1     AAA           AA
               2001-S7   B-2     AA+           A
               2002-S4   M       AAA           AA+
               2002-S4   B-1     AAA           AA
               2002-S4   B-2     AA+           A
               2002-S6   B-1     AAA           AA-
               2002-S6   B-2     AAA           A-
               2002-S8   M       AAA           AA
               2002-S8   B-1     AA+           A
               2002-S8   B-2     A+            BBB
               2003-S1   M       AA+           AA
               2003-S1   B-1     A             A+


                            Ratings Affirmed

                      Chase Mortgage Finance Trust
                        Mortgage pass-thru certs

     Series    Class                                     Rating
     ------    -----                                     ------
     1999-AS2  A-P, A-X, IA-1, IIA-4                        AAA
     2001-S5   IA-4, A-P, A-X, IIA-1, M, B-1                AAA
     2001-S7   A-4, A-6, A-P, A-X, M                        AAA
     2002-S3   B-2                                          A
     2002-S4   A-23, A-P                                    AAA
     2002-S6   IA-4, IIA-1, A-X, A-P, M                     AAA
     2002-S8   IA-1, IA-P, IA-X, IIA-1, IIA-P, IIA-X        AAA
     2003-S1   IA-1, IA-P, IA-X, IIA-1, IIA-P, IIA-X        AAA
     2003-S1   B-2                                          BBB
     2003-S2   A-1, A-2, A-3, A-4, A-X, A-P                 AAA
     2003-S2   B-1                                          AA
     2003-S2   B-2                                          A
     2003-S3   A-1, A-2, A-3, A-4, A-5, A-8, A-9, A-10      AAA
     2003-S3   A-X, A-P, M                                  AAA
     2003-S3   B-1                                          AA
     2003-S3   B-2                                          A
     2003-S4   IA-1, IA-2, IA-3, IA-4, IA-5, IA-6, IA-8     AAA
     2003-S4   IA-9, IA-10, IA-11, IA-12, IA-13, IA-P       AAA
     2003-S4   IA-X, IIA-1, IIA-2, IIA-3, IIA-P, IIA-X      AAA
     2003-S4   M                                            AA
     2003-S4   B-1                                          A
     2003-S4   B-2                                          BBB
     2003-S4   B-3                                          BB
     2003-S4   B-4                                          B
     2003-S5   A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8       AAA
     2003-S5   A-9, A-X, A-P, A-R                           AAA
     2003-S5   B-1                                          AA-
     2003-S5   B-2                                          BBB
     2003-S5   B-3                                          BB
     2003-S5   B-4                                          B+
     2003-S6   A-1, A-2, A-3, A-X, A-P                      AAA
     2003-S6   M                                            AA
     2003-S6   B-1                                          A
     2003-S6   B-2                                          BBB
     2003-S6   B-3                                          BB
     2003-S6   B-4                                          B
     2003-S7   A-1, A-2, A-3, A-4, A-X, A-P                 AAA
     2003-S7   M                                            AA
     2003-S7   B-1                                          A
     2003-S7   B-2                                          BBB
     2003-S7   B-3                                          BB
     2003-S7   B-4                                          B
     2003-S8   A-1, A-2, A-3, A-X, A-P                      AAA
     2003-S8   M                                            AA
     2003-S8   B-1                                          A
     2003-S8   B-2                                          BBB
     2003-S8   B-3                                          BB
     2003-S8   B-4                                          B
     2003-S9   A-1, A-X, A-P                                AAA
     2003-S9   M                                            AA
     2003-S9   B-1                                          A
     2003-S9   B-2                                          BBB
     2003-S9   B-3                                          BB
     2003-S9   B-4                                          B
     2003-S10  A-1, A-2, A-3, A-X, A-P                      AAA
     2003-S10  M                                            AA
     2003-S10  B-1                                          A
     2003-S10  B-2                                          BBB
     2003-S10  B-3                                          BB
     2003-S10  B-4                                          B
     2003-S11  IA-1, IIA-1, IIA-2, IIA-3, IIA-4, IIA-5      AAA
     2003-S11  IIA-6, IIA-7, IIA-8 IIA-9, IIA-10, IIIA-1    AAA
     2003-S11  A-P, A-X                                     AAA
     2003-S11  M                                            AA
     2003-S11  B-1                                          A
     2003-S11  B-2                                          BBB
     2003-S11  B-3                                          BB
     2003-S11  B-4                                          B
     2003-S12  IA-1, IA-2, IA-3, IA-P, IIA-1, IIA-P, A-X    AAA
     2003-S12  M                                            AA
     2003-S12  B-1                                          A
     2003-S12  B-2                                          BBB
     2003-S12  B-3                                          BB
     2003-S12  B-4                                          B
     2003-S13  A-1, A-2, A-3, A-5, A-6, A-7, A-8, A-9       AAA
     2003-S13  A-10, A-11, A-12, A-13, A-14, A-15, A-16     AAA
     2003-S13  A-17, A-18, A-X                              AAA
     2003-S13  M                                            AA
     2003-S13  B-1                                          A
     2003-S13  B-2                                          BBB
     2003-S13  B-3                                          BB
     2003-S13  B-4                                          B
     2003-S14  IA-1, IA-2, IA-3, IA-4, IA-5, IIA-1, IIA-2   AAA
     2003-S14  IIA-3, IIA-4, IIA-5, IIA-6, IIA-7, IIA-8     AAA
     2003-S14  IIA-9, IIA-10, IIIA-1, IIIA-2, IIIA-3        AAA
     2003-S14  III-A4, IIIA-5, IIIA-6, IIIA-7, IIIA-8       AAA
     2003-S14  III-A9, IIIA-10, AP, AX                      AAA
     2003-S14  M                                            AA
     2003-S14  B-1                                          A
     2003-S14  B-2                                          BBB
     2003-S14  B-3                                          BB
     2003-S14  B-4                                          B
     2003-S15  IA-1, IA-2, IA-3, IA-4, IA-X, IIA-1, IIA-2   AAA
     2003-S15  IIA-3, IIA-4, IIA-5, IIA-6, IIA-7, IIA-8     AAA
     2003-S15  IIA-9, IIA-10, IIA-11, IIA-12, IIA-13        AAA
     2003-S15  II-A14, IIA-15, IIA-16, IIA-17, IIA-18       AAA
     2003-S15  II-AX, A-P                                   AAA
     2003-S15  M                                            AA
     2003-S15  B-1                                          A-
     2003-S15  B-2                                          BBB-
     2003-S15  B-3                                          BB
     2003-S15  B-4                                          B
     2004-S1   A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-P       AAA
     2004-S1   M                                            AA
     2004-S1   B-1                                          A
     2004-S1   B-2                                          BBB
     2004-S1   B-3                                          BB
     2004-S1   B-4                                          B
     2004-S2   IA-1, IA-2, IA-3, IA-4, IA-5, IIA-1, IIA-2   AAA
     2004-S2   IIA-3, IIA-4, IIA-5, IIA-6, IIA-7, IIA-8     AAA
     2004-S2   IIA-9, A-P, A-X                              AAA
     2004-S2   M                                            AA
     2004-S2   B-3                                          BB
     2004-S2   B-4                                          B


COUNTRYWIDE HOME: Fitch Holds Junk Ratings on 3 Mortgage Certs.
---------------------------------------------------------------
Fitch has upgraded four, affirmed 22, downgraded one, and removed
one class from Rating Watch Negative from Countrywide Home Loans,
Inc. -- CWMBS residential mortgage-backed securitizations:

     CWMBS mortgage pass-through certificates, series 1998-12
     (Alt 1998-4):

          -- Class A affirmed at 'AAA';
          -- Class M affirmed at 'AAA';
          -- Class B1 affirmed at 'AAA';
          -- Class B2 affirmed at 'A';
          -- Class B3 affirmed at 'BB';
          -- Class B4 remains at 'CCC'.

     CWMBS mortgage pass-through certificates, series 2001-3
     (Alt 2001-2):

          -- Class A affirmed at 'AAA';
          -- Class M affirmed at 'AAA';
          -- Class B1 affirmed at 'AA-';
          -- Class B2 affirmed at 'BBB';
          -- Class B3 downgraded to 'CCC' from 'B';
          -- Class B4 remains at 'C'.

     CWMBS mortgage pass-through certificates, series 2001-28:

          -- Class A affirmed at 'AAA';
          -- Class M affirmed at 'AAA';
          -- Class B1 upgraded to 'AAA' from 'AA';
          -- Class B2 upgraded to 'AA' from 'BBB+';
          -- Class B3 upgraded to 'A' from 'BB';
          -- Class B4 upgraded to 'BBB' from 'B'.

     CWMBS mortgage pass-through certificates, series 2002-11
     (Alt 2002-7):

          -- Class A affirmed at 'AAA';
          -- Class M affirmed at 'AA';
          -- Class B1 affirmed at 'A';
          -- Class B2 affirmed at 'BBB';
          -- Class B3 affirmed at 'B';
          -- Class B4 remains at 'CC'.

     CWMBS mortgage pass-through certificates, series 2003-41:

          -- Class A affirmed at 'AAA';
          -- Class M affirmed at 'AA';
          -- Class B1 affirmed at 'A';
          -- Class B2 affirmed at 'BBB';
          -- Class B3 affirmed at 'BB';
          -- Class B4 affirmed at 'B' and removed from Rating
             Watch Negative.

The affirmations reflect asset performance and credit enhancement
consistent with expectations and affect $445,364,330 of
outstanding certificates.

The upgrades reflect an increase in credit enhancement relative to
future loss expectations and affect $9,352,696 of outstanding
certificates.  As of the Feb. 25, 2005, distribution, the current
credit enhancement of upgraded classes B-1, B-2, B-3, and B-4 is
9.21%, 5.71%, 3.2%, and 1.69% (up from 1.0%, 0.65%, 0.40%, and
0.25% as of the closing date Nov. 30, 2001), respectively.
Currently, 90% of the collateral has paid down.

The negative rating action on class B3 of series 2001-3 (Alt 2001-
02) was taken due to the losses incurred and the delinquencies in
relation to decreasing credit support provided by class B4 and
affect $1,272,045 of outstanding certificates.  As of the Feb. 25,
2005, distribution, there have been $1.7 million in cumulative
losses, and 15.31% of outstanding loans are in the 90-plus day
delinquency bucket (including foreclosure and REO).

Fitch will continue to closely monitor these deals.


CREDIT SUISSE: Moody's Junks Two Securitization Class Ratings
-------------------------------------------------------------
Moody's Investors Service has upgraded 23 classes of mezzanine and
subordinated tranches from 7 mortgage securitizations issued by
Credit Suisse First Boston Mortgage Securities Corp. in 2001.
Moody's has also downgraded 13 classes of mezzanine and
subordinated tranches from 6 mortgage securitizations issued by
Credit Suisse First Boston Mortgage Securities Corp. in 2001 and
2002.  According to Michael Labuskes, Associate Analyst, "The
actions are based on the fact that the bonds' current credit
enhancement levels, including excess spread where applicable, are
either high or low compared to the current projected loss numbers
for the current rating level."

According to Mr. Labuskes, "In general, the securitizations being
upgraded have benefited from rapid prepayments resulting in the
deleveraging of the transactions.  In addition, many of these
mortgage pools underlying most of these securitizations have
performed better than our original expectations."

The securitizations being downgraded suffer primarily from the
performance of the underlying loans with cumulative losses
exceeding our original expectations.  Certain of the pools have
heavy geographic concentrations, large numbers of multi-family
properties and small balance loans.  These factors can be expected
to contribute to higher severity of losses for those pools.
Existing credit enhancement levels may be low given the current
projected losses on the underlying pools.

The complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

Upgrade:

   * Series 2001-2; Class B-1, upgraded to Aaa from Aa2
   * Series 2001-2; Class B-1X, upgraded to Aaa from Aa2
   * Series 2001-2; Class B-2, upgraded to Aa2 from A2
   * Series 2001-2; Class B-2X, upgraded to Aa2 from A2
   * Series 2001-4; Class M-1, upgraded to Aaa from Aa2
   * Series 2001-AR7; Class IV-M-1, upgraded to Aaa from Aa2
   * Series 2001-AR7; Class IV-M-2, upgraded to Aa2 from A2
   * Series 2001-11; Class C-B-1, upgraded to Aaa from Aa2
   * Series 2001-11; Class C-B-2, upgraded to Aa2 from A2
   * Series 2001-11; Class C-B-3, upgraded to A2 from Baa2
   * Series 2001-AR24; Class C-B-1, upgraded to Aa1 from Aa3
   * Series 2001-AR24; Class C-B-2, upgraded to A1 from A3
   * Series 2001-AR24; Class IV-M-1, upgraded to Aaa from Aa2
   * Series 2001-AR24; Class IV-M-2, upgraded to Aa2 from A2
   * Series 2001-26; Class I-B-1, upgraded to Aaa from Aa3
   * Series 2001-26; Class I-B-2, upgraded to Aa3 from A3
   * Series 2001-26; Class I-B-3, upgraded to A3 from Baa3
   * Series 2001-26; Class I-B-4, upgraded to Ba1 from Ba3
   * Series 2001-26; Class D-B-1, upgraded to Aaa from Aa3
   * Series 2001-26; Class D-B-2, upgraded to Aa3 from A3
   * Series 2001-33; Class C-B-1, upgraded to Aaa from Aa3
   * Series 2001-33; Class C-B-2, upgraded to Aa3 from A3
   * Series 2001-33; Class C-B-3, upgraded to A3 from Baa3

Downgrade:

   * Series 2001-11; Class III-M, downgraded to Baa1from Aa3
   * Series 2001-AR19; Class C-B-2, downgraded to Baa3 from A3
   * Series 2001-AR19; Class C-B-3, downgraded to B2 from Baa3
   * Series 2001-28; Class I-B-1, downgraded to A3 from Aa2
   * Series 2001-28; Class I-B-2, downgraded to Baa3 from A2
   * Series 2001-28; Class I-B-3, downgraded to B1 from Baa2
   * Series 2001-28; Class I-B-4, downgraded to Caa2 from Ba2
   * Series 2001-28; Class I-B-5, downgraded to C from B2
   * Series 2002-22; Class II-B-1, downgraded to Ba1 from Baa2
   * Series 2002-22; Class II-B-2, downgraded to B2 from Baa3
   * Series 2002-9; Class II-B, downgraded to B1 from Baa2
   * Series 2002-10; Class I-M-2, downgraded to Baa2 from A2
   * Series 2002-10; Class I-B, downgraded to B1 from Baa2


DOLE FOOD: S&P Puts BB Rating on Proposed $1B Sr. Sec. Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating and a
recovery rating of '1' to Dole Food Co.'s and co-borrower, foreign
subsidiary Solvest Ltd.'s proposed $1.0 billion senior secured
credit facilities.  The 'BB' bank loan rating is rated one notch
higher than Dole's corporate credit rating; this and the '1'
recovery rating indicate that lenders can expect full (100%)
recovery of principal in the event of a default.

Proceeds from the new facilities will be used to refinance certain
existing indebtedness, to pay related fees and expenses and for
working capital and general corporate purposes on an ongoing
basis.  The rating is based on preliminary documentation and is
subject to review once final documentation has been received.  The
'BB' rating on Dole's existing term loans D and E will be
withdrawn upon completion of the transaction.

At the same time, Standard & Poor's affirmed its ratings on Dole
and DHM Holding Co., including 'BB-' corporate credit ratings.
The outlook is negative.  The Westlake Village, California-based
fresh fruit and vegetable producer and marketer will have about
$2.2 billion of lease-adjusted debt outstanding at closing.

"The ratings reflect Dole's highly leveraged financial profile
which is somewhat mitigated by its leading position as a worldwide
marketer, distributor, processor, and grower of branded fresh
fruit, vegetables and processed fruits," said Standard & Poor's
credit analyst Ronald Neysmith.


DONNKENNY INC: Kronish Lieb Approved as Creditors Comm. Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of Donnkenny,
Inc., and its debtor-affiliates, permission to employ Kronish Lieb
Weiner & Hellman LLP, as its counsel

Kronish Lieb will:

   a) attend the meetings of the Committee, review the motions and
      documents relating to proposed purchases of the Debtors'
      assets, and participate in the process of attempting to
      increase the sales price of the Debtors' assets;

   b) assist the Committee in negotiating a payment plan to
      creditors, and review financial information furnished by the
      Debtors to the Committee;

   c) review and investigate the liens of purported secured party
      or parties, the Debtors' schedules, statement of affairs and
      business plans;

   d) confer with the Debtors' management and counsel, and advise
      the Committee as to the ramifications regarding all of the
      Debtors' activities and motions before the Bankruptcy Court;

   e) file appropriate pleadings on behalf of the Committee, and
      review and analyze the work product of other professionals
      and report to the Committee;

   f) assist the Committee in negotiations with the Debtors and
      other parties in interest regarding, debtor in possession
      financing and exit financing, raising equity, selling assets
      and developing a plan of reorganization; and

   g) perform all other legal services for the Committee as may be
      necessary or proper in the Debtors' chapter 11 cases.

Lawrence C. Gottlieb, Esq., a Member at Kronish Lieb, is the lead
attorney for the Committee.  Mr. Gottlieb charges $695 per hour
for his services.

Mr. Gottlieb reports Kronish Lieb's professionals bill:

    Professional              Designation      Hourly Rate
    ------------              -----------      -----------
    Cathy Hershcopf           Partner             $525
    Christopher A. Jarvinen   Associate           $360
    Brent Weisenberg          Associate           $295
    Seth Van Aalten           Associate           $255
    Rebecca G. Goldstein      Legal Assistant     $170

Kronish Lieb assures the Court that it does not represent ant
interest adverse to the Committee, the Debtors or their estates.

Headquartered in New York City, Donnkenny, Inc., designs,
imports, and markets broad lines of moderately and better-priced
women's clothing.  Almost all of the Debtors' products are
produced abroad and imported into the U.S., principally from
Bangladesh, China, Guatemala, Hong Kong, India, Korea, Mexico,
Nepal, and Vietnam.  The Company and its debtor-affiliates filed
for chapter 11 protection on February 7, 2005 (Bankr. S.D.N.Y.
Case No. 05-10712).  Bonnie Steingart, Esq., at Fried, Frank,
Harris, Shriver & Jacobson LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $45,670,000 and total
debts of $100,100,000.


DONNKENNY INC: Taps Alvarez & Marsal as Restructuring Consultants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
Manhattan Division, gave Donnkenny, Inc., and its debtor-
affiliates permission to retain Alvarez & Marsal, LLC, as their
restructuring consultants.

Under a Letter Agreement dated Feb. 1, 2005, between the Debtors
and Alvarez & Marsal, the Firm's staff has assumed certain
management positions in the Debtor's businesses and A&M personnel
will serve as Executive Officers.

Steven Cohn, a Managing Director at Alvarez & Marsal currently
serves as Chief Restructuring Officer of Donnkenny, Inc.,
reporting to the Chief Executive Officer, and assisting in the
Debtors' operations and reorganization.

Dennis Stogsdill, a director of Alvarez & Marsal, currently serves
as the Debtors' Assistant Restructuring Officer.

Messrs. Cohn and Stogsdill and other Executive Officers of Alvarez
& Marsal will be:

   a) assisting the CEO in developing for the Board of Directors'
      review of strategic business alternatives for maximizing the
      enterprise value of the Debtors' various business lines;

   b) serving as the principal contact with the Debtors'
      creditors with respect to the Debtors' financial and
      operational matters;

   c) assist in the development of controls and procedures for
      the operations of the Debtors during their chapter 11
      proceedings; and

   d) perform all other services as requested or directed by
      the Board and CEO that are reasonably related to
      restructuring consultancy services.

Mr. Cohn discloses that Alvarez & Marsal received a $150,000
retainer.

Mr. Cohn reports Alvarez & Marsal's professionals bill:

    Designation            Hourly Rate
    -----------            -----------
    Managing Directors     $550 - $650
    Directors              $375 - $500
    Associates/Analysts    $200 - $350

Alvarez & Marsal assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in New York City, Donnkenny, Inc., designs,
imports, and markets broad lines of moderately and better-priced
women's clothing.  Almost all of the Debtors' products are
produced abroad and imported into the U.S., principally from
Bangladesh, China, Guatemala, Hong Kong, India, Korea, Mexico,
Nepal, and Vietnam.  The Company and its debtor-affiliates filed
for chapter 11 protection on February 7, 2005 (Bankr. S.D.N.Y.
Case No. 05-10712).  Bonnie Steingart, Esq., at Fried, Frank,
Harris, Shriver & Jacobson LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $45,670,000 and total
debts of $100,100,000.


EAGLEPICHER: Various Concerns Prompt S&P to Junk Rating to CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Eagle
Picher Inc. and Eagle Picher Holdings Inc., including the
corporate credit ratings to 'CCC+' from 'B-', and kept all ratings
on CreditWatch with negative implications.  The ratings were
originally placed on CreditWatch on Dec. 28, 2004.

The rating action is based on a combination of several factors:

     * Extremely tight liquidity, cash and availability on
       its credit agreement totaled only $11 million at
       March 10, 2005; Forbearance agreement with senior
       lenders expires June 10, 2005;

     * "Going concern" opinion from auditors;

     * Continued challenges associated with its automotive
       supplier businesses;

     * Potential tightening of credit from vendors;

     * Possibility of alternative financing that could
       result in coercive exchange or possible bankruptcy
       filing;

     * Challenges in selling and obtaining sufficient
       proceeds from possible divestitures in a timely
       manner.

"The ratings reflect Eagle Picher's vulnerable business position
and weak financial profile, including extremely tight liquidity
and near-term risk of default," said Standard & Poor's credit
analyst John R. Sico.  Eagle Picher also has operating challenges
because of heavy exposure to the intensely competitive auto
supplier market, including uncertain prospects for production
levels in 2005.

Eagle Picher recently reached a forbearance agreement with its
credit facility lenders through June 10, 2005, and made its $12
million interest payment on its 9.75% senior notes due 2013.
Still, the ratings remain on CreditWatch pending the evaluation of
possible divestitures of its businesses and other assets to reduce
its debt and improve Eagle Picher's liquidity.  Near-term concerns
remain regarding the company's need to further extend its
forbearance agreement or receive an amendment by June 10, 2005.
Standard & Poor's still views as a risk the potential for debt
reduction via exchange offers or other actions that could impair
bondholders should asset sales not proceed in a manner sufficient
to satisfy its senior lenders.

We will continue to monitor the company's liquidity position,
including its ability to obtain waivers or amendments under its
financing arrangements and meet its financial obligations.
Failure to improve operating performance or sell assets in a
timely basis could lead to a default in the near term.

At Nov. 30, 2004, the Phoenix, Arizona-based industrial
manufacturer had about $426 million of total debt outstanding.

Eagle Picher provides products to the automotive, aerospace,
defense, telecommunications, and pharmaceutical markets.  Goods
manufactured for the cyclical automotive sector, which comprises
roughly 60% of Eagle Picher's revenues, include machined
components, systems, and rubber-coated metal products for engine,
transmission, axle/driveline, and chassis/suspension applications
in passenger cars and light trucks.


EDISON MISSION: Moody's Lifts Sr. Secured Debt Rating to Ba2
------------------------------------------------------------
Moody's Investors Service upgraded the senior secured debt of
Edison Mission Energy Funding Corporation to Ba2 from Ba3 and
placed the rating under review for possible further upgrade.

The upgrade and continuing review reflect the improved
creditworthiness of the contractual off-taker Southern California
Edison, and the much stronger liquidity position of EME Funding's
parent company, Edison Mission Energy, following the completion of
EME's sale of its international assets.  The rating action also
considers the importance of these Qualifying Facility generating
plants to the electricity supply for California, which is a
tighter market than most other U.S. regions, as well as
predictability of contractually derived cash flow over the term of
the financing.  EME plays a substantial role in the day-to-day
management and operation of EME Funding and owns the power
projects that generate the underlying cash flow that is ultimately
relied upon to service the debt of EME Funding.

For the past three years, EME Funding's debt service coverage
ratio was in excess of 2 times and Moody's expects the debt
service coverage ratio to be in that range during the remaining
term of the financing.

EME owns 100% of Camino Energy Company, San Joaquin Energy
Company, Western Sierra Energy Company, and Southern Sierra Energy
Company, all of which provide upstream guarantees to EME Funding
and receive project level dividends that are used to service the
debt at EME Funding.  These four entities have an ownership in
four separate project companies that are engaged in the operation
of natural gas fired cogeneration facilities located at enhanced
oil recovery projects in California.

The rating review will assess the expected performance of the four
underlying projects over the next few years and the rating outcome
will factor in the involvement of EME, as owner and operator.

EME Funding is a special purpose Delaware corporation owned 99% by
Broad Street Contract Services, Inc. and 1% by EME.  It was formed
for the sole purpose of issuing notes and bonds on behalf of the
four guarantors, Camino, San Joaquin, Western Sierra, and Southern
Sierra.

The guarantors are each wholly owned subsidiaries of EME and the
guarantors' principal assets are their respective interest in the
following project companies:

   1. Watson Cogeneration Company,
   2. Midway-Sunset Cogeneration Company,
   3. Sycamore Cogeneration Company, and
   4. Kern River Cogeneration Company

Each of the four project companies have power purchase agreements
with investment grade California utilities, principally Southern
California Edison Company, and each have steam sales agreements
with different major energy companies.


ENRON CORP: Asks Court to Approve Gas Transmission Settlement
-------------------------------------------------------------
Prior to the Petition Date, Enron North America Corp. and Gas
Transmission Northwest Corp. f/k/a PG&E Gas Transmission
Northwest Corp., entered into:

    -- a number of firm transportation agreements;
    -- an imbalance service agreement; and
    -- a parking service agreement.

Pursuant to the Parking Agreement, ENA parked on Gas
Transmission's pipeline 10,787 MMBtu in net volume of natural
gas.  As of February 2005, the Parked Gas remains on Gas
Transmission's pipeline.

On October 15, 2002, Gas Transmission filed two claims against
the Debtors:

    * Claim No. 13166 for $3,512,182 against ENA; and
    * Claim No. 13164 for $632 against Enron Energy Services, Inc.

In the ENA Claim, Gas Transmission asserts amounts allegedly due
under the Firm Agreements and the Parking Agreement.  The Court
later disallowed the EESI Claim at the Debtors' request.

On May 3, 2004, Gas Transmission filed Claim No. 24766 against
Enron Corp. for $3,512,182.  Gas Transmission based the Enron
Claim on amounts allegedly due pursuant to a guarantee by Enron
on ENA's obligations under the Firm Agreements, the Imbalance
Agreement and the Parking Agreement.

On September 9, 2004, Gas Transmission filed an application for
payment of a $2,881,345 administrative expense claim.  The
administrative expense claim represents:

    Actual transportation charges      $482,120
    Parking fees                        323,151
    Firm reservation charges          2,076,074

ENA contests Gas Transmission's administrative priority claim for
the $2,076,074 firm reservation charges.  With the exception of
four days' use of the firm transportation capacity in December
2001, ENA contends it did not utilize the capacity under the Firm
Agreements after the Petition Date.

After discussions between the Debtors and Gas Transmission, the
parties negotiated a settlement of their disputes.

The Settlement Agreement provides that:

    a. ENA will pay Gas Transmission $327,154 as administrative
       expense;

    b. The ENA Claim will be reduced to $3,275,653 and allowed as
       a general unsecured claim;

    c. The Enron Claim will be disallowed and expunged in its
       entirety;

    d. The parties will exchange a mutual release of claims
       relating to the Firm Agreements, the Enron Guarantee, the
       Parking Agreement, the Imbalance Agreement and the Parked
       Gas;

    e. Gas Transmission will withdraw the Administrative Expense
       Application with prejudice; and

    f. All right, title and interest in and to the Parked Gas
       will reside with, and will be held by, Gas Transmission
       free and clear of any claims or interests of ENA.

The Settlement allows the Reorganized Debtors to avoid further
litigation concerning the Administrative Expense Application, the
Gas Transmission Claims, the Firm Agreements, the Enron
Guarantee, the Parking Agreement, the Imbalance Agreement, and
the Parked Gas, Edward A. Smith, Esq., at Cadwalader, Wickersham
& Taft, in New York, states.

Accordingly, the Reorganized Debtors ask the Court to approve the
Settlement.

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)


EXIDE TECH: Sandell, et al., Buy $3 Million Convertible Notes
-------------------------------------------------------------
Castlerigg Master Investments Ltd., Sandell Asset Management
Corp., Castlerigg International Limited, Castlerigg International
Holdings Limited, and Thomas E. Sandell are now deemed to
beneficially own 2,606,929 shares of Exide Technologies common
stock.

The beneficial ownership is comprised of the ownership of
2,434,218 shares of Exide common stock and notes convertible into
an additional 172,711 shares of Exide common stock.  In the
aggregate, the shares comprise 10.61% of Exide's outstanding
common stock.

                          Convertible Notes

On March 15, 2005, Castlerigg Master Investments acquired
$3,000,000 of Exide's Floating Rate Convertible Senior
Subordinated Notes due 2013 convertible into 172,711 shares of
Exide's common stock.

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.


FALCON PRODUCTS: Taps Recovery Group for Turnaround Advice
----------------------------------------------------------
Falcon Products Inc. has turned to the Recovery Group Inc., aka
TRG Turnaround and Crisis Management, for turnaround advice.  John
S. Sumner, Jr., leads the engagement and will serve as Falcon's
new chief restructuring officer.

Mr. Sumner "has had a great deal of experience over the last 20
years in working with companies similar to Falcon that have gotten
their balance sheets out of whack," Falcon Chairman and Chief
Executive Franklin A. Jacobs told Gregory Cancelada at the St.
Louis Post-Dispatch.  "Basically, he's going to be the chief
operating officer of this company, reporting to me and the board
of directors."

Mr. Cancelada relates that Falcon hopes aggressive restructuring
and its leadership position in a niche market -- building
furniture and fixtures for companies such as McDonald's Corp. and
Hilton Hotels -- will allow it to prosper once it exits
bankruptcy.

Prior to filing for Chapter 11 protection, Falcon hired turnaround
firm Alvarez & Marsal LLC, and continued that engagement
postpetition.  Falcon decided TRG would be a better fit, Mr.
Jacobs told Mr. Cancelada.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FINOVA GROUP: Court Formally Closes Mezzanine's Chapter 11 Case
---------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware issues a final decree closing the Chapter
11 case of FINOVA Mezzanine Capital, Inc., Case No. 01-702.  All
subsequent pleadings, therefore, will be filed and docketed in the
case of FINOVA Capital Corporation, Case No. 01-698.

As reported in the Troubled Company Reporter on March 11, 2005,
the Reorganized FINOVA Debtors asked the Court to close the
Mezzanine case following the voluntary dismissal and closing of
the Teltronics Adversary Proceeding on Feb. 1, 2005.

The Reorganized Debtors reiterated that the FINOVA Mezzanine Case
should be closed because:

    * the Confirmation Order has become final and unappealable;

    * the Debtors' Plan of Reorganization has been implemented;

    * no significant property transfers remain unexecuted under
      the Plan with respect to FINOVA Mezzanine;

    * FINOVA Mezzanine has been successfully reorganized under
      the Plan;

    * all Plan payments required, including all fees under
      28 U.S.C. Section 1930, have been made; and

    * no requests or contested matters remain that would preclude
      the closing of the FINOVA Mezzanine Case.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors.  FINOVA
has since emerged from Chapter 11 bankruptcy.  Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost
$6 billion lent to the commercial finance company.  (Finova
Bankruptcy News, Issue No. 56; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FITNESS EXPERIENCE: Atlas Partners Advising on 36 Retail Leases
---------------------------------------------------------------
Brenda Porter Helms, Esq., the Chapter 7 Trustee overseeing the
liquidation of THE FITNESS EXPERIENCE, INC., sought and obtained
permission from Judge Squires to hire Atlas Partners, LLC, as her
consultant to conduct a rapid evaluation of whether or not there
is any value in 36 retail leases for store locations in Indiana,
Illinois, Michigan, Ohio and Wisconsin, to which the estate is a
party.  Bank One, the Debtors' secured lender, supported the
engagement.

THE FITNESS EXPERIENCE, INC., filed a voluntary chapter 7 petition
(Bankr. N.D. Ill. Case No. 05-02069) on January 21, 2005.  In its
bankruptcy petition, the Debtor estimated the value of its assets
at $1 million to $10 million and liabilities between $10 million
and $50 million.  The Debtor did not project that funds would be
available for distribution to unsecured creditors.

The United States Trustee appointed:

     Brenda Porter Helms, Esq.
     The Helms Law Firm, P.C.
     3400 West Lawrence
     Chicago, IL 60625
     Telephone (773) 463-6427

to serve as the Chapter 7 Trustee.  Ms. Helms is represented by:

     David R. Brown, Esq.
     Springer, Brown, Covey, Gaertner & Davis L.L.C.
     400 South County Farm Road, Suite 330
     Wheaton, IL 60187
     Telephone (630) 510-0000

Joel H. Schneider, Managing Director of Atlas, leads the
engagement.  Atlas agreed to do the work in accordance with its
usual and customary fees, $150 per Illinois location and $350 per
out of state locations, all subject to a $10,000 cap.


FLYI INC: Financial Restructuring Triggers Late Form 10-K Filing
----------------------------------------------------------------
FLYi Inc. fka Atlantic Coast Airlines, Inc., successfully
completed a consensual restructuring of its financial obligations
on February 18, 2005.

The restructuring includes agreements with a majority of the
Company's aircraft creditors.  As a result of the timing of
completing the restructuring, the resources and personnel required
to complete and document the restructuring and the effects of the
financial restructuring on the Company's financial statements, the
Company has not been able to complete the work required to
finalize certain portions of its Annual Report, including certain
exhibits to be file therewith, by the required date.

                $192.2 Million Loss Expectation

The Company expects to report an annual net loss of $192.2 million
for 2004 compared to 2003 net income of $82.8 million.  The
Company is in the process of analyzing the recoverability of its
long-lived assets as required by FASB Statement No. 144, including
the impact of the recently completed restructuring of its aircraft
financing.  The analysis may result in the recordation of a non-
cash impairment charge which would further increase the net loss
for 2004 when the Company files its annual report.

             Auditors May Issue Going Concern Note

In addition, it is likely that upon completion of their audit of
the Company's consolidated financial statements, the report of its
independent registered public accounting firm will include an
explanatory paragraph stating that there is substantial doubt
about the Company's ability to continue as a going concern.

In 2004, the Company recorded a loss from continuing operations of
$203.4 million compared to income of $66.6 million for 2003, and
$23.6 million for 2002.  For 2004, Independence Air's available
seat miles (ASM) from continuing operations decreased 5.1% with
the termination of the United Express program during the year.
For 2004, the number of total passengers from continuing
operations decreased 15.4% and revenue passenger miles (RPM)
decreased 20.8%, attributable primarily to lost aircraft
availability during the time the CRJs left United Express service
until the time they began Independence Air service.

FLYi Inc. fka Atlantic Coast Airlines Holdings, Inc., a Delaware
corporation is a holding company with its primary subsidiary being
Atlantic Coast Airlines, a regional airline serving 85
destinations in 30 states in the Eastern and Midwestern United
States and Canada, with 850 scheduled non-stop flights system-wide
every weekday.  The Company has operated as a regional airline
since 1992.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2005,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on FLYi, Inc., (CC/Watch Dev/--) to developing
from negative, following conclusion of the company's restructuring
and payment of deferred interest on rated convertible notes.
Dulles, Virginia-based FLYi is the parent of Independence Air, a
small airline based at Washington Dulles International Airport.

"FLYi's financial restructuring provides near-term relief through
deferral of aircraft lease and debt obligations, though the
company's financial condition remains precarious," said Standard &
Poor's credit analyst Betsy Snyder.


GENERAL BINDING: Moody's Affirms Caa1 Rating on $150M Sr. Notes
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of General Binding
Corporation and changed the outlook from positive to stable.  The
affirmation of General Binding's credit ratings reflects stable
operating and financial performance despite challenging conditions
in the office products industry.  Although operating margins have
weakened in 2004, the company has been able to offset much of the
pressure from rising raw material costs and a difficult pricing
environment with improvements in the company's cost structure.

The change in ratings outlook from positive to stable reflects
weaker than expected financial performance by the company and
reduced expectations for future growth.  The stable outlook
reflects Moody's expectation of minimal sales growth, flat
operating margins and the continued use of free cash flows to
reduce leverage.

On March 16, 2005, General Binding announced that it entered into
a merger agreement pursuant to which the company would merge with
a subsidiary of ACCO World Corporation.  Simultaneous with the
merger, Fortune Brands, Inc. expects to spin off to its
shareholders its ACCO World Corporation office products unit.
Upon completion of the merger, which is expected to close in the
summer, Fortune Brands' shareholders are expected to own 66% of
ACCO and General Binding's shareholders 34%.  The merger and spin-
off are subject to regulatory approvals and other customary
closing conditions.

The merger is also subject to approval by General Binding's
shareholders.  General Binding's majority shareholder has agreed
to vote for the merger.  ACCO has obtained commitments for
financing (not publicly rated) that are expected to be used to
finance a $625 million cash dividend to Fortune Brands and to
repay all of the debt of General Binding.

If the merger is consummated and the existing rated debt is
repaid, all of General Binding's ratings will be withdrawn.

Moody's has affirmed these ratings:

   * $73 million senior secured revolving credit facility due
     2008, rated B2;

   * $112 million senior secured term loan due 2008, rated B2;

   * $150 million 9.375% senior subordinated notes due 2008,
     rated Caa1;

   * Senior implied, rated B2; and

   * Senior unsecured issuer rating (non-guaranteed exposure),
     rated B3.

Headquartered in Northbrook, Illinois, General Binding Corporation
designs, manufactures and distributes branded office equipment,
related supplies and laminating equipment and films.  Revenues for
the year ended December 31, 2004 were $712 million.

ACCO World Corporation, headquartered in Lincolnshire, Illinois,
is the world's largest supplier of office products with revenues
of $1.2 billion for the year ended December 31, 2004.


GENERAL TRAILER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: General Trailer Park Associates
        dba Belmont Shores Mobile Estates
        3101 North Central Avenue, Suite 1390
        Phoenix, AZ 85012

Bankruptcy Case No.: 05-04377

Chapter 11 Petition Date: March 22, 2005

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Mark E Macdonald, Esq.
                  Macdonald & Macdonald, PC
                  325 N. St. Paul St., #2400
                  Dallas, Texas 75201
                  Tel: (214) 237-4220
                  Fax: (214) 922-9718

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Alamitos Bay Partnership      Ground rent               $128,502
c/o Jacmar Builders Inc.
2200 W. Valley Blvd.
Alhambra, CA 91803

Heller Ehrman                 Legal services             $24,060
333 Bush Street
San Francisco, CA 94104

City of Long Beach            Water and gas              $18,831
P.O. Box 630
Long Beach, CA 90842

Frederica Ross, as Trustee    Partnership                $15,624
for Robert J. Ross Trust      distribution -
                              outstanding check

Frederica Ross Trust          Partnership                $15,624
                              distribution -
                              outstanding check

Mobile Home Specialists       Mobile home                $15,260
                              leveling

Jerry Fletchall and           Security                   $14,356
Sharon Cunningham             deposit to be
                              assumed,
                              Disputed tort claim

Rudy Wright and               Security                   $14,330
Mary Wright                   deposit to be
                              assumed,
                              Disputed tort claim

Gary and Michelle             Disputed tort claim        $13,806
Hawthorne

Barry O'Neil and              Disputed tort claim        $13,806
Jeri O'Neil

Ronald Maddox and             Disputed tort claim        $13,806
Marion Maddox

Edward Loftus and             Disputed tort claim        $13,806
Lynn Loftus

William Donaldson and         Disputed tort claim        $13,806
Dona Donaldson

Michael & Agnes McKim         Disputed tort claim        $13,806
c/o Endeman, Lincoln,
Turek & Heater

Guy & Bernice Einsele         Disputed tort claim        $13,806
c/o Endeman, Lincoln,
Turek & Heater

Don & Linda Hunnell           Disputed tort claim        $13,806
c/o Endeman, Lincoln,
Turek & Heater


Thomas & Jean Lazarick        Disputed tort claim        $13,806
c/o Endeman, Lincoln,
Turek & Heater

Southern Calif. Edison        Electricity                $10,428
P.O. Box 600


Margaret Morgan               Security deposit            $7,427
Ron Shefi                     to be assumed,
                              Disputed tort claim

Phyllis Blatz                 Security deposit            $7,411
                              to be assumed,
                              Disputed tort claim


GLASS GROUP: Gets Okay to Hire Focus Management as Fin'l. Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
The Glass Group, Inc.'s application to employ Focus Management
Group, USA, Inc., as its financial consultants.

Focus Management will:

   a) review and analyze the current financial condition of the
      Debtor and its business plans, cash flow projections,
      restructuring programs and other reports or analyses
      prepared by the Debtor or its professionals;

   b) assist the Debtor in preparing an operational restructuring
      plan to be presented to the Debtor's provider of post-
      petition financing;

   c) review, evaluate and analyze the financial ramifications of
      proposed transactions for which the Debtor seek Court
      approval, including DIP financing and cash management,
      assumption/rejection of real property leases and other
      contracts, management compensation and retention and
      severance plans;

   d) review, evaluate and analyze the Debtor's internally
      prepared financial statements and related documentation and
      attend and advise at meetings with the Debtor, its counsel,
      other financial advisors and representatives of the
      Creditors Committee;

   e) assist and advise the Debtor and its counsel in the
      development, evaluation and documentation for any plan of
      reorganization or strategic transactions, including
      developing, structuring and negotiating the terms and
      conditions of a proposed plan or strategic transactions;

   f) make recommendations to improve the Debtor's profitability
      and production efficiency and render testimony in behalf of
      the Debtor; and

   g) provide other services as requested by the Debtor and
      required in its chapter 11 case.

J. Tim Pruban, President of Focus Management, disclosed that the
Firm received a $75,000 retainer.  Mr. Pruban reports Focus
Management's professionals bill:

    Designation            Hourly Rate
    -----------            -----------
    Managing Directors        $350
    Senior Consultants        $300

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

Headquartered in Millville, New Jersey, The Glass Group, Inc., --
http://www.theglassgroup.com/-- manufactures molded glass
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


GLOBAL LEARNING: Disclosure & Plan Confirmation Hearing on June 16
------------------------------------------------------------------
Global Learning Systems, Inc., and its debtor-affiliates delivered
their Second Amended Disclosure Statement explaining their Amended
Chapter 11 Plan to the U.S. Bankruptcy Court for the District of
Maryland.

Objections, if any, to the Disclosure Statement and Amended Plan
must be filed by May 17, 2005.  The Court will convene a combined
disclosure and plan confirmation hearing on June 16, 2005, at 2:00
p.m.

                           About the Plan

The Plan provides for the substantive consolidation of the Debtors
for distribution purposes.  Upon confirmation, Keystone Learning
will become a division of Global Learning.

The Plan provides, among other things:

     -- Full payment to:

          * administrative claims;
          * priority claims; and
          * secured claims

        on the Effective Date.

     -- Priority tax claims will be paid over a six-year period
        with a 7% interest;

     -- Wage claim holders will receive 50% of their claims on
        the Effective Date, with the balance paid over a four-
        month period;

     -- Wachovia Bank will receive a $500,000 note and 1/3 of
        the stock in the Reorganized Global Learning;

     -- General Unsecured creditors are expected to recover 10%
        of their claims plus a pro rata share from the Makau
        litigation.

                About the Makau Litigation

Keystone and Global Learning seek injunctive and monetary
relief against the Makau Corporation, et al., based upon their
misappropriation of Keystone trade secrets, copyright
infringement, civil conspiracy, tortious interference with
contract, tortious interference with prospective economic
relations and conversion.  In addition, Keystone and Global
assert numerous bankruptcy causes of action against the
Defendants.  Expected monetary damages is at least $1,000,000.

Based in Frederick, Maryland, GlobalLearningSystems.COM offers a
library of over 1,200 courses through its Keystone subsidiary in
VHS, CDROM, DVD and server format to home and business computer
users, software developers and network professionals.  Keystone
provides training products to more than 420 of the Fortune 500
companies.  GLS.COM also develops customized learning content,
enterprise knowledge management software and comprehensive
training support services for corporate and government clients
through GLS.

On June 6, 2003 GLS and Keystone filed a petition for relief under
chapter 11 of Title 11 of the United States Code in the Bankruptcy
Court for the District of Maryland, Greenbelt Division (Bankr. D.
Md. Case No. 03-30218).  GLS and Keystone are debtors-in-
possession, and therefore have retained control of their
businesses and assets.  Both companies expect to emerge as
dominate players in the rapidly expanding computer and Web-based
training arena.  When Global filed for protection, it estimated
assets of more than $50,000,000 and estimated debts of
$50,000,000.


GRAHAM CORP: Receiver Appointed for Discontinued U.K. Companies
---------------------------------------------------------------
Graham Corporation (AMEX:GHM) said that a receiver has been
appointed to administer the Company's discontinued operations in
the United Kingdom.  The discontinued operations, which include
Graham Vacuum and Heat Transfer Limited and GVHT's wholly owned
operating subsidiary, Graham Precision Pumps Limited, are located
in Congleton, Cheshire, U.K.

On March 15, 2005, Graham Corporation's Board of Directors
approved discontinuance of its U.K. operations and the sale of the
U.K. companies.  On March 21, 2005, the Company filed a Form 8-K
with the Securities and Exchange Commission reporting this
decision and also that it had proposed to appoint an appropriately
qualified U.K. administrator for GVHT and GPPL as a step toward
proceeding with the sale of the companies.  The appointment of an
administrator gives U.K. companies protection in a manner similar
to bankruptcy proceedings in the U.S.

On March 24, 2005, National Westminster Bank, as the primary
creditor of the U.K. operations, exercised its right to place the
businesses in receivership, which the Company anticipates will
result in the liquidation of the operations.  Receivership also
provides protection similar to U.S. bankruptcy proceedings.  The
Company expects that the disposition will be completed by
March 14, 2006.

Graham Corporation expects to incur a non-cash charge of
approximately $4.50 million to $5.25 million in the current fiscal
quarter, which ends March 31, 2005.  Any income tax benefits that
may be realized as a result of the loss are not yet known.

Bill Johnson, President and CEO of Graham Corporation, commented,
"Strategically, we have recognized the need to streamline our
operations and improve our cost competitiveness in the global
market that we serve in order to grow the Company.  We concluded
that discontinuing our non-profitable U.K. business will
strengthen Graham's operating performance, focus our resources and
allow for greater investment in our core product lines."  The U.K.
operations had sales of $5.6 million for the first nine-months of
fiscal year 2005, which ends March 31, 2005, and its net loss for
that period was $329,000.

Mr. Johnson went on to say, "We anticipate that the closing of our
U.K. pump manufacturing operations will result in a seamless
transition to our selected alternative sources for pumps and
provide continued quality service of our core market channels and
customers for engineered vacuum solutions."

                        About the Company

Graham Corporation designs and builds vacuum and heat transfer
equipment for the process industries throughout the world.  The
principal industries that it serves include chemical,
petrochemical, petroleum refining and electric power generation,
including cogeneration and geothermal plants.  Other markets
served include metal refining, pulp and paper, shipbuilding, water
heating, refrigeration, desalination, food processing, drugs,
heating, ventilating and air conditioning.  Graham's ejectors,
liquid ring and dry vacuum pumps, condensers, heat exchangers and
other products, sold either as components or as complete systems,
are used by its customers to produce synthetic fibers, chemicals,
petroleum products (including gasoline), electric power, processed
food (including canned, frozen and dairy products), pharmaceutical
products, paper, steel, fertilizers and numerous other products
used everyday by people throughout the world.


GREAT REPUBLIC: A.M. Best Says Financial Strength is Marginal
-------------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating of Seattle-
based Great Republic Life Insurance Company to C+ (Marginal) from
B- (Fair) earlier this month.  The rating outlook has been revised
to stable from negative.

This rating action is in response the sizeable decline in Great
Republic Life's capitalization level in 2004, primarily the result
of reserve strengthening in its core long-term care business.
Additionally, the company has reported operating losses over the
past three years, which has negatively impacted its already modest
capital and surplus position.

The majority of Great Republic Life's premium income continues to
be generated through long-term care products.  A.M. Best is
concerned with the challenges for a company of its size,
especially with its thinner margin of error, operating in this
less predictable product line.

Great Republic Life was one of the pioneers in the long-term care
market, writing nursing home insurance, and was the first
insurance company to offer a home health care policy.  However, in
recent years the company has written only very modest amounts of
new business.

For current Best's Ratings, independent data and analysis on more
than 1,050 health companies and more than 130 HMO industry
composites, visit Best's Health Center at
http://www.ambest.com/health

For Best's Ratings, an overview of the rating process and rating
methodologies, visit Best's Rating Center at
http://www.ambest.com/ratings

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


GUITAR CENTER: Good Performance Prompts S&P to Lift Rating to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on specialty
music retailer Guitar Center Inc.  The corporate credit rating was
raised to 'BB' from 'BB-'.  All ratings were removed from
CreditWatch, where they were placed with positive implications
Dec. 22, 2004.  The outlook is stable.

"The upgrade is based on the company's improved operating
performance and credit protection measures," said Standard
& Poor's credit analyst Robert Lichtenstein.  Comparable-store
sales increased 10% in 2004, while operating margins expanded to
11.0% from 9.8% the year before.  Operating performance has been
driven by good execution and favorable industry trends.  As a
result, cash flow protection measures strengthened, with lease-
adjusted EBITDA covering interest by 7.0x, while leverage
declined, with lease-adjusted debt to EBITDA at 1.7x, compared
with 2.4x the previous year.

The ratings reflect Guitar Center's participation in the highly
competitive and fragmented music products retail market and its
aggressive growth strategy.  These factors are partially mitigated
by the company's favorable market position and good credit
protection measures for the rating category. Guitar Center is the
nation's largest retailer of music products, with an 18% market
share in a highly fragmented industry in which the top five music
retailers account for only 29% of the industry's total sales.  The
company plans to accelerate its expansion by opening new stores
and acquiring others.

Operating performance continued to improve, supported by growth at
Guitar Center retail stores and Musician's Friend direct sales,
slightly offset by weakness at the American Music division.
However, the acquisition of Music & Arts Center should improve
performance at American Music, as it is more profitable.
Same-store sales at the Guitar Center stores rose 10% in 2004,
following a 7% gain in 2003. Operating margins in 2004 expanded to
11.0%, from 9.8% in 2003.  The improvement resulted from higher
gross margins, better expense leverage, and lower inventory
shrink.


HIGH VOLTAGE: Wants Until April 29 to Object to Old Claims
----------------------------------------------------------
High Voltage Engineering Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, to extend their time to file objections to
proofs of claim through and including April 29, 2005.

High Voltage filed for bankruptcy protection a second time shortly
after it emerged from chapter 11 last year.  According to the
Debtor, most of its attention and resources were diverted from
resolving the remaining bankruptcy claims and the winding down of
the first bankruptcy case due to the filing of the new petition.

As previously reported, High Voltage's decision to file for
bankruptcy was precipitated by insufficient liquidity from cash
flow from its principal operating subsidiaries and the Company's
inability to procure alternative sources of financing through
either the debt or equity markets.

While in Chapter 11, High Voltage intends to offer and sell as
going concerns the assets of its three distinct operating groups:

   -- the Charles Evans division based in California,

   -- High Voltage Engineering Europa B.V. based in the
      Netherlands and ASIRobicon, and

   -- both Robicon Corporation based in Pittsburgh and ASIRobicon
      S.p.A. based in Milan, either separately or together.

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation owns and operates a group of three
industrial and technology based manufacturing and services
businesses.  HVE's businesses focus on designing and manufacturing
high quality applications and engineered products which are
designed to address specific customer needs.  The Debtor filed its
first chapter 11 petition on March 1, 2004 (Bankr. Mass. Case No.
04-11586).  Its Third Amended Joint Chapter 11 Plan of
Reorganization was confirmed on July 21, 2004, allowing the
Company to emerge on Aug. 10, 2004.

High Voltage filed its second chapter 11 petition on Feb. 8, 2004
(Bankr. Mass. Case No. 05-10787).  S. Margie Venus, Esq., at Akin,
Gump, Strauss, Hauer & Feld LLP, and Douglas B. Rosner, Esq., at
Goulston & Storrs, represent the Debtors in their restructuring
efforts.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.


HMQ METAL: CEO Upbeat About Ability to Emerge from Chapter 11
-------------------------------------------------------------
Tim Blydenburgh at The Observer-Dispatch reports that Metal
Finishing Group, LLC, hopes to emerge from its Chapter 11
bankruptcy reorganization "with minimal impact to customers and
associates," according to CEO Frederick H. Hager.

"The four-year manufacturing downturn, particularly in Upstate New
York, the costs of conducting business in heavily regulated and
highly taxed New York state, and a shift in our customer base led
to an over-extension of our obligations," Mr. Hager told Mr.
Blydenburgh.  While "extremely regrettable," the Chapter 11 filing
will ensure continuity for customers and employees and protect the
company's assets and those of its affiliate and two subsidiaries,
Mr. Hager continued.

Mr. Blydenburgh reports that HMQ was established in 1871.  HMQ's
operations, with plants in Herkimer, Oriskany and Syracuse, N.Y.,
employ 80 people.

Mr. Hager told Mr. Blydenbeurgh that HMQ has an agreement with an
investment group to bring in new capital, allowing its companies
to resume the implementation of its business plan.  The new
financing depends on the restructuring of financial obligations,
which "is best accomplished through the courts," Mr. Hager said.

HMQ Metal Finishing Group, LLC, H.M. Quackenbush, Inc., HMQ
National Plating, LLC, and HMQ Chemtech, LLC, filed for chapter 11
protection on March 16, 2005 (Bankr. N.D.N.Y. Case Nos. 05-61683
and 05-61690 through 05-61692), listing less than $2 million in
assets and more than $15 million in liabilities.  R. John Clark,
Esq., at Hancock & Estabrook, LLP, represents the Debtors.  The
Debtors provide metal finishing and electroplating services,
specializing in cadmium, tin, zinc-cobalt, copper, tin-lead, zinc-
iron, nickel, and zinc barrel plating.  See http://www.hmq.com/


HOELTER TECH: Filing for Ch. 11 & Buying Movie Distribution Rights
------------------------------------------------------------------
Hoelter Technologies Holding AG (OTC: HOTK) found it necessary to
file a Chapter 11 proceeding to reorganize as a result of the loss
of its subsidiaries in Germany and throughout Europe.  As a result
of these losses and the uncertainty of the circumstances in
Europe, the Company's management has determined that the best way
to clean the slate is to follow this procedure.

Bayshore Media Group, a Nevada corporation has agreed to sell to
Hoelter the exclusive distribution rights to a series of movies
found at http://www.bayshoremediagroup.com/David Dadon, the
producer of these movies and a well-respected director has agreed
to enter into this transaction.  The cash flow from these
distribution rights will support the company from hereon.  The
value of the distribution rights exceeds $5 million.

The reorganization will include all new officers and directors as
well as a new direction concentrating in the Entertainment
Industry.  The company was moved to San Diego in early 2004, thus
the filing will take place there.  The Chapter Proceeding and Plan
of Reorganization will be filed simultaneously as soon as they are
prepared.

                        About the Company

Hoelter Technologies Holding AG develops and markets air, water
and energy filtration systems and products that remove dust and
other particulate matter, as well as kill bacteria, spores, molds
and other airborne allergens from treated air streams.  The
Company is integrally affiliated with the Hoelter Group of
companies, a collection of technology-oriented, internationally
operating companies engaging in the field of environmental
technology.


IAAI FINANCE: Moody's Junks Proposed $150 Million Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to IAAI Finance
Corp.'s proposed $150 million of senior notes, which are intended
to replace its proposed $150 million senior subordinated notes
offering (rated Caa1 on March 17, 2005) that was canceled.
Concurrently, Moody's withdrew the Caa1 rating assigned to the
proposed senior subordinated notes of IAAI Finance.  Pro-forma for
the aforementioned capital mix changes, Moody's affirmed all the
debt ratings of Axle Merger Sub, Inc. and the senior implied
rating of Insurance Auto Auctions, Inc.

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

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

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

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

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

Moody's took these rating actions with respect to IAAI Finance:

   * Assigned $150 million senior notes due 2013, rated Caa1
     (rating will be transferred to IAAI upon closing of the
     merger)

   * Withdrew $150 million senior subordinated notes due 2012,
     rated Caa1

Moody's took these rating actions with respect to Axle Merger
(ratings will be transferred to IAAI upon closing of the merger):

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

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

Moody's took these rating actions with respect to IAAI:

   * Affirmed Senior Implied, rated B2;

   * Lowered Senior Unsecured Issuer Rating (non-guaranteed
     exposure) to Caa3

The ratings outlook is stable.

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

The ratings reflect:

   1. substantial leverage;

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

   3. a lack of long term contractual commitments from suppliers;

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

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

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

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

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

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

The stable ratings outlook reflects Moody's expectation of
continued growth in vehicle auction volume, an increase in
revenues per unit sold and a significant reduction in capital
expenditures from the $29 million incurred in 2004.  Capital
expenditures in 2004 included significant costs for major
rehabilitation projects, facility consolidations and expansions.

As a result, Moody's expects operating margins and free cash flows
to improve significantly in 2005.  Free cash flows are expected to
be used to reduce borrowings under the company's term loan
facility.

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

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

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

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

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

Insurance Auto Auctions, Inc. is the second largest provider of
salvage auction services in the United States with a network of
78 sites in 32 states.  The company sells salvage and theft-
recovered vehicles at auctions at one of its facilities or via the
internet through proxy or live internet bidding.  A majority of
the vehicles processed by the company are sold under a fixed fee
and percentage of sale consignment method.  The company obtains
the majority of its supply of vehicles from insurance companies.
The company is headquartered in Westchester, Illinois.

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


INSURANCE AUTO: S&P Junks $150 Million Senior Notes
---------------------------------------------------
Standard & Poor's Rating Services assigned its 'CCC+' rating to
the $150 million senior notes due 2013 of Insurance Auto Auctions
Inc. (IAAI) and withdrew its 'CCC+' rating on the company's $150
million senior subordinated notes, which were never sold.  The 'B'
corporate credit rating on IAAI was affirmed.

Pro forma for the senior notes offering and a new bank credit
facility, Westchester, Illinois-based IAAI, which operates salvage
vehicle auctions, will have total debt of about $365 million,
including the present value of operating leases. The rating
outlook is stable.

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

"We expect that IAAI will continue to improve earnings and cash
flow and that debt leverage will decline modestly," said Standard
& Poor's credit analyst Martin King.  "The narrow scope of
operations and an aggressive growth appetite limit upside
potential.  Relatively stable demand and positive, albeit modest,
free cash flow limit downside risk."

IAAI has a narrow scope of operations and modest size,
notwithstanding its No. 2 market position within its niche.  It
operates 78 salvage vehicle auction facilities in 32 states,
serving 60 of the top 75 metropolitan markets.


INTERSTATE BAKERIES: Wants Until Oct. 21 to Challenge Bank Claims
-----------------------------------------------------------------
The deadline to file an adversary proceeding or contested matter
for claims challenging the extent, validity, enforceability,
perfection or priority of Interstate Bakeries Corporation and its
debtor-affiliates' prepetition obligations or the liens granted to
the prepetition secured lenders on the Prepetition Collateral has
previously been extended to April 22, 2005, for the Debtors, the
Official Committee of Unsecured Creditors, the Official Committee
of Equity Security Holders and U.S. Bank National Association, as
indenture trustee.

The parties want to further extend the Challenge Deadline.
Accordingly, parties agree that:

   (1) JPMorgan Chase Bank N.A., as Administrative Agent, on
       behalf of the Prepetition Secured Lenders, holds a valid
       and perfected security interest in personal property owned
       by the Debtors and Interstate Brands Corporation as of the
       Petition Date, including:

       (a) accounts, documents, equipment, general intangibles,
           instruments, investment property and chattel paper as
           defined in Article 9 of the New York Uniform
           Commercial Code;

       (b) deposit accounts that were under JPMorgan's control,
           or cash that was in its possession, or, to the extent
           either the deposit accounts and cash represent
           proceeds of the Property in which it has a perfected a
           security interest; provided, however, that no
           stipulation is made as to the extent, validity or
           perfection of any liens or security interests in or on
           the Grantors' property, which include:

            (i) property subject to a certificate of title
                statute or a statute, regulation or treaty of the
                United States that preempts Article 9, including,
                without limitation, vehicles, copyrights, boats,
                vessels and aircraft; and

           (ii) Excluded Property;

       (c) tort claims;

       (d) interests in, or claims under, insurance policies,
           except as provided with respect to proceeds in New
           York UCC Section 9-315;

       (e) rights represented by a judgment, other than a
           judgment taken on a right to payment in which JPMorgan
           otherwise holds a perfected lien;

       (f) interest in, or liens on real property, including
           leases or rents under it, except as otherwise provided
           in the New York UCC;

       (g) property that is not located in a state in the United
           States or within the District of Columbia;

       (h) proceeds that are not perfected; and

       (i) property rights under that are created or protected by
           registration or other action under the statutes or
           laws of a foreign country or governmental unit;

   (2) JPMorgan, on behalf of the Prepetition Secured Lenders,
       holds a valid and perfected lien on each Grantor's
       interest in the parcels of real property, but only to the
       extent:

       (a) of the legal description of the real property
           contained in the applicable mortgage/deed of trust;

       (b) that the applicable mortgage/deed of trust has been
           properly recorded and remains of record in the real
           property records of the appropriate recording office;
           and

       (c) of the indebtedness expressly secured by the
           applicable mortgage/deed of trust, subject to any
           limitation; and

   (3) The Challenge Deadline is extended through and including
       October 21, 2005.

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)


JILLIAN'S ENT: Plan Administrator Wants Removal Period Extended
---------------------------------------------------------------
Steven Victor, the Plan Administrator appointed pursuant to the
confirmed chapter 11 plan of Jillian's Entertainment Holdings,
Inc., and its debtor-affiliates, asks the U.S. Bankruptcy Court
for the Western District of Kentucky, Louisville Division, to
extend, until June 30, 2005, his time to remove civil actions.

Mr. Victor needs additional time to address and take the best
course involving several lawsuits against the Reorganized Debtors
pending in various state and federal courts.  He submits that the
extension will not prejudice the Reorganized Debtors' adversaries.

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than
40 restaurant and entertainment complexes in about 20 states. The
Company filed for chapter 11 protection on May 23, 2004 (Bankr.
W.D. Ky. Case No. 04-33192).  Edward M. King, Esq., at Frost Brown
Todd LLC and James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets of more than $100 million and estimated debts of
over $100 million.  Judge David T. Stosberg confirmed the Debtors'
Amended Joint Liquidating Plan on Dec. 12, 2004.


JJ GOLF INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JJ Golf, Inc.
        dba Bolivar Golf Club
        dba Evergreen Golf Course
        8212 Halls Road
        Bolivar, New York 14715

Bankruptcy Case No.: 05-12264

Type of Business: The Debtor operates a public golf course.

Chapter 11 Petition Date: March 25, 2005

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Garry M. Graber, Esq.
                  Hodgson, Russ LLP
                  1800 One M&T Plaza, Suite 2000
                  Buffalo, NY 14203
                  Tel: 716-856-4000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Allegany County                                          $19,254
7 Court Street
Belmont, NY 14813

NYS Dept. of Taxation &       NYS Employment Tax          $1,882
Finance
Bankruptcy Section
P.O. Box 5300
Albany, NY 12205

U.S. Dept. of Treasury                                    $1,849
1500 Pennsylvania Ave., NW
Washington, DC 20220

Sprague, Randy                Family Membership/            $700
                              Adam Robinson

Landes, Milton                Single Membership             $700
                              & Cart


Kibbe, Duff                   Single Membership             $700
                              & Cart

Windus, Alan                  Family Membership/            $650
                              Kirk, Olivia

Root, Karl                    Family Membership/            $650
                              Andrew, Gretchen
                              Ingalls

Nolan, Brian                  Family Membership/            $650
                              Tyler, Clay, Camden

Morris, Robert                Family Membership/            $650
                              Kimberly, Robert T.,
                              Michelle, Matthew,
                              Andrew

Hyde, Jesse                   Family Membership/            $650
                              Jesse Jr., Nathan

Ahrens, Jeanne                Single Membership             $625
                              & Cart Storage

Perry, Fred Sr.               H & W Membership              $600

Nichols, Sue                  Single Membership             $600
                              & cart rental

Watson, Martin                H & W Membership              $550

Walsh, Scott                  H & W Membership              $550

Walsh, David                  H & W Membership              $550

Smith, Stephen                H & W Membership              $550

Slocum, Gerry                 H & W Membership              $550

Petzen, James                 H & W Membership              $550


JOHNSONDIVERSEY: Fitch Assigns Low-B Ratings on Senior Debts
------------------------------------------------------------
Fitch Ratings has placed JohnsonDiversey, Inc.'s senior secured
debt rating of 'BB' and senior subordinated debt rating of 'B+' on
Rating Watch Negative following weaker than expected operating
results for the fourth quarter and full-year 2004 compared to
Fitch's expectations.

The rating action reflects Fitch's concerns regarding the
company's weaker than expected margins, weakened cash flow
generation from operations, and higher than expected debt level.
Total liquidity available to JohnsonDiversey has declined in
recent quarters due to tightening of financial covenants.  At Dec.
31, 2004, the company had $28 million in cash and it could borrow
an additional $82 million under its senior secured revolver and
remain in compliance with financial covenants.

Offsetting Fitch's concerns is JohnsonDiversey's manageable debt
maturity schedule of $8 million in 2005, $8 million in 2006, and
$9 million in 2007.  The next significant debt maturity is $149
million in 2009.  Additionally, the ratings reflect
JohnsonDiversey's diverse sales mix and product offerings as well
as its strong market position as a global supplier of
Institutional & Industrial -- I&I -- cleaning products.  The
company benefits from cash generation through its polymer
business, which contributed double-digit operating margins in 2004
even with severe pressure from raw material cost escalation in the
second half of 2004.

Pending the execution of the company's proposed amendment to the
credit agreement, and the review of the company's financial
performance during the first quarter of 2005, the ratings could be
affirmed or lowered.  Fitch plans to meet with JohnsonDiversey's
management in coming weeks to review ongoing operations.  The
company is seeking an amendment to its credit agreement to enhance
liquidity to support seasonal working capital needs, and provide
financial flexibility for growth initiatives and additional
capital expenditures.

JohnsonDiversey's credit statistics slightly improved during the
12 months ended Dec. 31, 2004, compared to the prior fiscal year
due to a small increase in EBITDA and modest debt reduction, with
EBITDA-to-interest incurred of 3.1 times, and debt-to-EBITDA of
3.4x.  For the fiscal year ended Jan. 2, 2004, EBITDA-to-interest
incurred was 2.8x and debt-to-EBITDA was 4.0x.  However, the
company's total adjusted debt-to-EBITDAR incorporating gross rent,
was slightly weaker at 5.0x for full-year 2004 compared to 4.9x in
the prior year due to an increase in rental expense and a higher
accretive value for JohnsonDiversey Holdings' senior discount
note.  Balance sheet debt was approximately $1.3 billion at 2004
year-end.  Additionally, the company has a $150 million accounts
receivable -- A/R -- securitization program with approximately
$130 million utilized as of Dec. 31, 2004, compared to $95 million
at Jan. 2, 2004.  The total adjusted debt amount includes
operating leases, A/R program balance and JohnsonDiversey
Holdings' senior discount note.

JohnsonDiversey, Inc., is a global player in the I&I cleaning
market, and sells its products into the following market segments;
floor care, food service, restroom/housekeeping, laundry, and food
processing.  In addition, JohnsonDiversey is a global supplier of
water-based acrylic polymer resins for printing, packaging,
coatings, and plastics markets.  The company is owned by
JohnsonDiversey Holding, Inc., which is owned by Commercial
Markets Holdco (67%) and Unilever (33%).  In 2004, the company had
$3.2 billion in net sales and $391 million in EBITDA.  Free cash
flow defined as net from operating activities minus capital
expenditures and dividends was $54 million for the same period.


KAISER ALUMINUM: Wants to Assume Plate Finishing Agreement
----------------------------------------------------------
Kaiser Aluminum & Chemical Corporation wants to assume its Plate
Finishing Agreement with Spur Industries, Inc. dated July 15,
1998, pursuant to Section 365 of the Bankruptcy Code.  Under the
Plate Finishing Agreement, Spur Industries will finish KACC-
furnished aluminum plate at a plant owned by Spur Industries near
the Debtors' Trentwood, Washington, Plant.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, states that any objections to the
Contract Assumption must be filed by 4:00 p.m., Eastern Time, on
April 5, 2005.

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. 64;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: Gets Court Nod to Reject Houston Office Lease
--------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the United States Bankruptcy
Court for the District of Delaware authorizes Kaiser Aluminum
Corporation and its debtor-affiliates to reject the office space
lease between Kaiser Aluminum and Chemical Corporation and San
Felipe Plaza, Ltd., provided that the rejection will be effective
as of the date KACC vacates the premises.

The Effective Date must not occur before March 31, 2005, or after
June 30, 2005.

The Court directs KACC to pay its monthly rental payments, taxes,
insurance, maintenance, and operating expenses due under the San
Felipe Lease through the Effective Date.

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. 64;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KOPPERS INC: Dec. 31 Balance Sheet Upside-Down by $62 Million
-------------------------------------------------------------
Koppers Inc. reported sales for the year ended December 31, 2004,
of $952.5 million as compared to $842.9 million for the prior
year.  The increase in sales of $109.6 million or 13% is a result
of increased sales in the US carbon materials and chemicals and
railroad businesses of $71.7 million as well as higher sales in
Australasia of $39.0 million, including $25.5 million from the
consolidation of Chinese operations, and from favorable exchange
conversion rates.  Earnings before interest and taxes (EBIT) for
the year were $65.1 million as compared to $19.1 million in 2003
with 2004 profits being positively impacted by increased volumes
and margins in the US as well as Australasia.  The 2003 EBIT
results were adversely affected by special charges totaling $17.6
million, including, among others, $12.1 million of charges for
restructuring and related costs associated with the US carbon
materials and chemicals business.

Net income for the year ended December 31, 2004 was $11.3 million
as compared to net losses, before cumulative effect of accounting
change, of $19.0 million in 2003.  Net income in 2004 was
positively impacted by higher sales and margins, plus $2.7 million
from Chinese operations, while net income in 2003 was adversely
affected by special charges of $17.6 million (see reconciliation
on attached schedule).

Borrowings of $385.8 million, net of cash and cash equivalents of
$14.8 million, at December 31, 2004 were $371 million compared to
$331.1 million at December 31, 2003.  Cash flows from operations
for the year were $18.9 million compared to operating cash flows
of $12.4 million in 2003. At December 31, 2004 the Company had
$14.8 million of cash and cash equivalents and $31.4 million of
unused revolving credit availability for working capital purposes
and was, and expects to continue to be, in compliance with all
applicable debt covenants.

Commenting on the year, President and CEO Walter W. Turner said,
"I am very pleased with the results for 2004. The Company's EBIT
increased to $65.1 million compared to $36.7 million before $17.6
million of special charges in 2003.  We saw a significant
turnaround in our US carbon materials and chemicals business where
2004 profits increased $17.6 million from 2003 and continued
strength in our US railroad and Australian operations.  We
certainly benefited from improved economic conditions,
particularly in our chemicals business; however, we also saw
significant benefits realized in the improved profitability of the
Company from the restructuring initiatives taken in 2003.  The
economic growth in China and the performance of our joint venture
also exceeded expectations in 2004 with the achievement of a
$4.7 million EBIT contribution from this very strategic market.
We continue to be driven by our strategy of providing our
customers with the highest quality products and services while
continuing to focus on safety, health and environmental issues."

                        About the Company

Koppers, with corporate headquarters and a research center in
Pittsburgh, Pennsylvania, is a global integrated producer of
carbon compounds and treated wood products.  Including its joint
ventures, Koppers operates 38 facilities in the United States,
United Kingdom, Denmark, Australia, China, the Pacific Rim and
South Africa.  The Company is a wholly owned subsidiary of KI
Holdings Inc.  The stock of KI Holdings Inc. is shared by a large
number of employee investors and by majority equity owner Saratoga
Partners of New York, N.Y.

Koppers management will conduct a conference call today, March 29,
2005, beginning at 2:30 p.m. (ET) to discuss the Company's
performance.  Investors and bond holders may access the live audio
broadcast by dialing 877 809 9521 (Domestic) or 706 643 9697
(International), Conference ID 4980976.  Investors are requested
to access the call at least 5 minutes before the scheduled start
time in order to complete a brief registration.  An audio replay
will be available two hours after the call's completion.  To
access the recording dial 800 642 1687 (Domestic) or 706 645 9291
(International), Conference ID 4980976.  The recording will be
available for reply through April 29, 2005.

At Dec. 31, 2004, Koppers Inc.'s liabilities exceed its total
assets by $62 million.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to KI Holdings, Inc., the parent of Pittsburgh,
Pennsylvania-based Koppers, Inc.

Standard & Poor's also assigned its 'B-' rating to KI Holdings'
proposed $100 million senior discount notes due 2014, subject to
preliminary terms and conditions.  At the same time, Standard &
Poor's affirmed its 'B+' corporate credit rating on Koppers, Inc.,
and revised the outlook to negative from stable.

Proceeds from the proposed senior discount notes issue will be
used to fund a $76 million dividend to shareholders and
$20 million in cash will be retained on the balance sheet at the
parent company for general corporate purposes.

With about $920 million in sales, Koppers is a well-established
producer of carbon compounds and treated wood products with about
$520 million of total debt, including the proposed senior discount
notes.

The outlook revision reflects concerns regarding the aggressive
financial policy of the company's owners.

"The proposed transaction will mark the second debt-financed
dividend payout within the past year and will leave very little
room at the current ratings should profitability fail to improve
as expected or if other strategic or financial decisions result in
additional deterioration to the financial profile," said Standard
& Poor's credit analyst George Williams.


KRISPY KREME: Has Until Apr. 11 to File October Quarterly Reports
-----------------------------------------------------------------
Krispy Kreme Doughnuts, Inc. (NYSE: KKD) obtained an agreement
from the lenders under its Credit Facility last week that extends,
until April 11, 2005, the date on which an event of default would
occur by reason of the Company's failure to deliver financial
statements for the quarter ended October 31, 2004.  This is the
third extension of that reporting deadline.

As previously reported in the Troubled Company Reporter, Krispy
Kreme's six-lender consortium, comprised of:

     * Wachovia Bank, N.A.,
     * Branch Banking and Trust Company,
     * Bank of America, N.A.,
     * Royal Bank of Canada,
     * CIBC Inc., and
     * The Bank of Nova Scotia,

agreed to amend the $150 million Credit Facility to:

     * impose limitations on the issuance, extension
       and renewal of new letters of credit;

     * limit additional revolving credit or swing
       loan borrowings to $59,000,000;

     * restrict the creation of guarantees for debt
       incurred by the Company's joint ventures;

     * require prompt financial reporting from
       this point forward; and

     * require delivery of 13-week cash forecasts
       to the Lenders each Tuesday.

These amendments remain in place and are effective whether or not
the delinquent quarterly financial statements are delivered.

If Krispy Kreme doesn't deliver to its lenders financial
statements for the quarter ended October 31, 2004, on or before
April 11, 2005, that will trigger an event of default absent a
further waiver from the lenders.  If a default occurs, the Credit
Facility may be terminated and all amounts outstanding thereunder
would be immediately due and payable.

                    Talking to a New Lender

Krispy Kreme says that it is currently negotiating with a new
lending group to obtain new credit facilities.  The proceeds of
those new facilities would be used to repay in full the lenders
under its current Credit Facility and for general corporate
purposes.  The Company cautions that there's no assurance that new
credit facilities can be obtained.  Josh Fineman at Bloomberg News
reports that the Company is negotiating for a larger line of
credit.

                  Kroll Zolfo Cooper on Board

As previously reported in the Troubled Company Reporter, Krispy
Kreme hired Kroll Zolfo Cooper LLC as its financial advisor and
interim management consultant.  Stephen F. Cooper has been named
Chief Executive Officer, and Steven G. Panagos now serves as
President and Chief Operating Officer.  Mr. Cooper is the
Chairman and Mr. Panagos is a Managing Director of KZC.

Since KZC's arrival, Krispy Kreme has announced cash conservation
and cost-cutting measures.  Earlier this month, Krispy Kreme said
it was closing five of six test locations operated inside Wal-Mart
stores.

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


MARVIN & SONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marvin & Sons, LLC
        P.O. Box 770
        New York, New York 10116

Bankruptcy Case No.: 05-11892

Type of Business: The Debtor operates three stores from leased
                  premises located at 8025 Jericho Turnpike,
                  Woodbury, New York 11797; 133 Spruce Street,
                  Cedarhurst, New York 11516 and 2164 Merrick
                  Road, Merrick, New York 11566.

Chapter 11 Petition Date: March 24, 2005

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: 212-586-4050
                  Fax: 212-956-2164

Total Assets: $5,178,811

Total Debts:  $4,586,299

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Hearts on Fire Company, LLC                $281,125
NW 5300, P.O. Box 1450
Minneapolis, MN 55485

Monte Carlo Designs Inc.                    $95,594
17 East 48th St., 8th Fl.
New York, NY 10017

Cheerful Jewelry Ltd.                       $94,468
Unit 4, 3/F Fu Huang Ind. Bldg.
1 Hok Yuen St., East Hung Hom
Kowloon, Hong Kong

Alfred Meyers                               $74,215

C. Gonshor Fine Jewelry, Inc.               $66,932

Chopard USA Ltd.                            $61,699

Citra-A                                     $61,285

Charles Wolf & Sons                         $50,434

H.J. Hamdar                                 $43,871

Concord Watch Co.                           $41,909

Chad Allison Designs                        $40,985

Giantto Watches                             $34,885

Barry Kronen                                $33,550

EBEL                                        $32,185

Key Gems International Co., Ltd.            $29,628

Seville Watch Corp.                         $29,426

I.D.I. Design Group                         $29,311

BACI Collection                             $25,908

LVMH Watch & Jewelry USA                    $25,682

V & P Jewelry Co., Ltd.                     $25,059


MCLEODUSA INC: Lots of Bad News & Second Bankruptcy May Follow
--------------------------------------------------------------
McLeodUSA Incorporated delivered its annual report to the
Securities and Exchange Commission on Fri., Mar. 25.  The company
warns that it may be forced to seek protection from creditors in a
second Chapter 11 bankruptcy filing if its lenders do not continue
to forbear from exercising their rights under outstanding Credit
Facilities or execute a capital restructuring to eliminate the
required principal and interest payments.

                     Declining Revenues & Losses

For the year ending December 31, 2004, total revenues were $716.2
million versus $869.0 million in 2003, reflecting federally
mandated access rate reductions, lower long distance rates and
volume, and the decline in price and volume of local services.
McLeodUSA reported a $627.4 million net loss for 2004.

                       Cash Balance Very Low

The Company ended the year with $50.0 million of cash on hand
which included a planned $20 million draw on its exit credit
facility in the fourth quarter.  At December 31, 2004, the Company
had drawn a total of $100 million and had issued approximately $8
million of letters of credit of the $110 million funded exit
credit facility.  The Company was in compliance with all financial
covenants at December 31, 2004.  The Company's cash balance was
approximately $45 million as of March 15, 2005.

                      Forbearance Agreements

On March 16, 2005, McLeodUSA and certain of its subsidiaries
entered into a Forbearance Agreement with JPMorgan Chase Bank,
N.A., as administrative agent related to its Credit Agreement and
Exit Facility.  Pursuant to the Forbearance Agreement, the lenders
have agreed to forbear from exercising any remedies as a result of
certain specified defaults under the Credit Facilities anticipated
by the Company during the forbearance period, including, without
limitation, the failure to make scheduled amortization payments
under the Credit Facilities and interest payments under the Credit
Agreement.  The forbearance period, the purpose of which is to
enable the parties to explore possible strategic transactions,
runs through May 23, 2005.  The Company expects it will not be
required to make approximately $18.1 million of scheduled
principal amortization and interest payments due on or before
March 31, 2005, as a result of the Forbearance Agreement.

JPMORGAN CHASE BANK, N.A., serves as Administrative Agent for a
consortium of lenders to McLeodUSA comprised of:

     * JPMorgan Chase Bank NA

     * Credit Suisse First Boston

     * Bayerische Hypo-und Vereinsbank AG

     * Banc of America Strategic Solutions, Inc.

     * Commonwealth of Massachusetts Pension Reserves Investment
       Managemetn Board

     * Pension Investment Committee of General Motors for General
       Motors Employees Domestic Group Penion Trust

     * Fidelity Advisor Series I: Fidelity Advisor Leveraged
       Company Stock Fund

     * Fidelity Securities Fund: Fidelity Leveraged Company Stock
       Fund

     * Fidelity Advisor Series II: Fidelity Advisor High Income
       Advantage Fund

     * Jefferies & Co., Inc.

     * Banc of America Securities LLC as Agent for Bank of
       America, N.A. and

     * Theodore J. Forstmann

On March 22, 2005, the Company elected not to make $2.8 million of
interest payments on such loans and, as a result, an event of
default occurred and the Company is required to accrue an
additional two percentage points of interest on such loans as
provided in the Forbearance Agreement.

                 Exploring Strategic Alternatives

McLeodUSA's Board of Directors has authorized the Company to
pursue strategic alternatives.  In support of these initiatives
the Company has hired:

     * Miller Buckfire Ying & Co., LLC and
     * Gleacher Partners, LLC

as its financial advisors.  The Company is now actively pursuing a
strategic partner or a sale of the Company while also taking steps
to maintain future liquidity, including evaluating a capital
restructuring to reduce the current debt level enabling the
Company to achieve positive cash flow going forward.

The Company has also begun discussions related to a capital
restructuring with its agent bank and a group of lenders acting as
a steering committee for the lenders under its credit facilities.
The Company and the steering committee are in negotiations related
to terms of a capital restructuring which includes the conversion
of a significant portion of the Company's current outstanding debt
into equity.  Under that kind of a restructuring, the holders of
the Company's current debt would become equity shareholders of the
Company with the current holders of the preferred and common stock
unlikely to receive any recovery.

"While the Company continues to explore a variety of options with
a view toward maximizing value for all of its stakeholders, none
of the options presented to date have suggested that there will be
any meaningful recovery for the Company's current preferred stock
or common stock holders," McLeodUSA warns.  "Accordingly, it is
unlikely that holders of the Company's preferred stock or common
stock will receive any recovery in a capital restructuring or
other strategic transaction."

                       Going Concern Doubt

DELOITTE & TOUCHE LLP, the Company's auditors, say in their review
of the company's 2004 financial statements that McLoedUSA's
recurring losses from operations, negative net cash flows, and net
stockholders' capital deficiency raise substantial doubt about the
Company's ability to continue as a going concern.

McLeodUSA's Dec. 31, 2004, balance sheet shows $1.026 billion in
assets and a $47 million shareholder deficit.

McLeodUSA Incorporated -- http://www.mcleodusa.com/-- provides
integrated communications services, including local services, in
25 Midwest, Southwest, Northwest and Rocky Mountain states.  The
Company is a facilities-based telecommunications provider with, as
of December 31, 2004, 38 ATM switches, 39 voice switches, 699
collocations, 432 DSLAMs and 2,426 employees.  As of April 16,
2002, Forstmann Little & Co. became a 58% shareholder in the
Company.    McLeodUSA emerged from a prepackaged chapter 11 case
(Bankr. D. Del. Case No. 02-10288) in April 2002.  David S. Kurtz,
Esq., and Gregg M. Galard, Esq., at Skadden, Arps, Slate, Meagher
& Flom, represented McLeodUSA in its restructuring.



METROPOLITAN MORTGAGE: Selling 3 Insurance Cos. in Package Deal
---------------------------------------------------------------
Washington Insurance Commissioner Mike Kreidler and insurance
regulators in Idaho and Arizona agreed last week to pursue a
consolidated sale of the three insurance companies currently in
receivership in connection with the financial collapse of parent
holding company, Metropolitan Mortgage & Securities.

"There is no question that a consolidated sale of the three
companies is in the best interests of the policyholders,
Metropolitan's creditors and the taxpayers of all three states,"
Mr. Kreidler said.  "A consolidated sale offers the best way to
maximize benefits for everyone involved."

The affected companies are:

     * Western United Life Assurance Company, of Washington;
     * Old Standard Life Insurance Company, of Idaho; and
     * Old West Annuity & Life Insurance Company, of Arizona.

Western United ranks as one of Washington's largest domestic
insurance companies with 35,000 policyholders and $1.3 billion in
assets.

Mr. Kreidler assumed control of Western United Life Assurance
Company under authority of a Thurston County Superior Court
receivership order on March 2, 2004, shortly after Metropolitan
sought bankruptcy protection.  Western United's day-to-day
operations have not been interrupted by the receivership.  The
sale will not affect policyholders.

The three regulators have identified up to a half-dozen suitors
qualified to purchase the companies and further infuse capital in
their operations.  The regulators have given the suitors 60 days
-- until May 27 -- to complete "due diligence" evaluations of the
companies and put final, best offers on the table.  This process
is proceeding concurrently with a bid process involving only the
Arizona and Idaho companies.

Once the final and best offers have been received, the three
regulators will jointly evaluate them and decide what sale or
sales are in the best interests of the respective companies.  A
final decision will be announced by the end of June.

The three insurance regulators have hired Milliman USA, a
nationally recognized management consulting firm, to evaluate the
three sister insurance companies and make an independent, third-
party assessment of the companies' worth.

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  It filed for
Chapter 11 protection (Bankr. E.D. Wash. Case No. 04-00757), along
with Summit Securities Inc., on Feb. 4, 2004.  Bruce W. Leaverton,
Esq., of Lane Powell Spears Lubersky LLP and Doug B. Marks, Esq.,
of Elsaesser, Jarzabek, Anderson, Marks, Elliot & McHugh represent
the Debtors in their restructuring efforts.  When Metropolitan
Mortgage filed for chapter 11 protection, it listed assets of
$420,815,186 and debts of $415,252,120.   As reported in the
Troubled Company Reporter on Sept. 24, 2004, Metropolitan Mortgage
& Securities Co., Inc., and its debtor-affiliate Summit
Securities, Inc., filed a Joint Plan of Reorganization that would
form the Metropolitan Creditors' Trust to convert assets to cash,
resolve creditors' claims, and make distributions to creditors.


MIRANT CORP: Shareholders Meeting Request Stayed Until April 13
---------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
chapter 11 cases of Mirant Corporation and debtor-affiliates asks
the U.S. Bankruptcy Court for the Northern District of Texas to
compel the Debtors to convene their annual shareholders' meeting
to:

    (a) elect a new board of directors for Mirant Corporation; and

    (b) amend Mirant Corp.'s bylaws and certificate of
        incorporation as necessary to permit the replacement of
        all members of the Board.

Mark C. Taylor, Esq., at Hohmann, Taube & Summers, LLP, in Austin
Texas, states that bankruptcy courts have long recognized that
shareholders have the right and duty to seek the removal of the
members of a board of directors -- and the members of management
reporting to that board -- who are not acting in a manner
consistent with the shareholders' best interests or who otherwise
are not representing the shareholders' interests in a Chapter 11
case.  Case law also establishes that, so long as a management
change is not intended to, or would not have the effect of,
entirely derailing an on-going reorganization, a motion to compel
an annual meeting should be granted.

Mirant Corp.'s current Board has failed to conduct a shareholder
meeting for over 18 months, despite the requirement in Mirant
Corp.'s Bylaws and the operative provisions of Delaware law that
require annual meetings of shareholders.  Mirant Corp.'s last
shareholders' meeting was held on May 22, 2003.

Additionally, Board members have repeatedly and materially
breached their fiduciary obligations to the shareholders by,
inter alia, allowing the Debtors' management and reorganization
professionals to press a purported business plan for the Debtors
that grossly understates projected revenues and ignores
significant assets of value, all in an apparent effort to depress
artificially the Debtors' enterprise value.  These breaches of
fiduciary duty constitute ample "cause" to replace the entire
Board under the Bylaws and relevant principles of Delaware Law.

Mirant Corp. currently has eight directors in three, staggered
classes.  Three of those directors, S. Marce Fuller -- who is
also the Debtors' chief executive officer -- David J. Lesar, and
Ray M. Robinson, would have been the subject of a vote of the
shareholders at the meeting that should have been held in May
2004.  The terms of three other directors, A.W. Dahlberg, Stuart
E. Eizenstat, and Robert F. McCullough, currently expire in May
2005.  The terms of the remaining two directors, A.D. Correll and
James F. McDonald, currently run in May 2006.

Specifically, at the hearing on its request, the Equity will
establish that:

    * The management team and professionals being overseen by
      Board have promulgated two business plans that appear to be
      intentionally designed to reduce artificially the value of
      the Debtors' assets, in part by relying on a fundamentally
      flawed, "home-grown" production model -- that is not used by
      any other market participant for valuation purposes -- and
      employing a variety of unsupportable value-reducing
      assumptions;

    * Following universal criticism of the Debtors' first attempt
      last March to formulate a valid business plan, the Board
      failed to ensure that its management and professionals
      meaningfully considered input on the business plan from the
      Equity Committee and its professionals.  Instead, with the
      express or tacit acquiescence of the existing Board, the
      Debtors merely "went through the motions" in soliciting
      input from the Equity Committee and issued an equally faulty
      amended business plan;

    * The Board inexplicably has permitted that same management
      team and set of advisors to place no value at all on several
      significant assets of the Debtors for the purpose of its
      pre-emergence business plan.  Those assets, however, are the
      likely source of substantial post-emergence revenues and
      value;

    * The current Mirant Board has further breached its fiduciary
      obligations to its shareholders -- and, potentially, engaged
      in impermissible self-protection -- by failing to ensure
      that a meaningful analysis of potentially highly valuable
      claims and causes of action against Mirant Corp.'s former
      parent, The Southern Company, is conducted.  In this regard,
      the Board has allowed the Debtors' management and
      reorganization professionals to exclude the Equity Committee
      -- the statutory representative of all of Mirant Corp.'s
      interest holders -- from the investigative process by, inter
      alia, inexplicably delaying for months sharing an interim
      analysis of those claims with representatives of the Equity
      Committee;

    * Mirant Corp.'s current Board also has flouted the Court's
      express that directed that the Equity Committee be informed
      about, and permitted to participate in, certain management-
      related issues;

    * The Board failed to ensure that the Court's Order relating
      to the trading in the Debtors' securities was properly
      policed and enforced;

    * The Board permitted the crucial job of the Debtors' Chief
      Restructuring Officer to become a revolving door position,
      with no fewer than three individuals holding that role since
      the filing of these cases.  In addition, the Board permitted
      the Debtors' estates to become potentially liable for a
      $15,000,000 fee from one of its professionals for services
      of questionable value;

    * The Board turned a blind eye while its management and
      professionals failed to take even minimal steps to reduce
      the Debtors' cost structure, which is unnecessarily high
      when bench-marked against industry norms;

    * The Board inexplicably failed to explore value-creating
      options for its MAEM unit, including the potential of a
      joint venture with a strategic partner possessing a strong
      balance sheet so as to generate profits from the Debtors'
      trading activities;

    * The Board has further breached its fiduciary duties by
      failing to ensure that the management team and outside
      professionals it is responsible for overseeing provide the
      Equity Committee, through its financial professionals and
      industry experts, with key operational data, assumptions,
      and projections, so as to permit the Equity Committee to
      understand and, where appropriate, critique the Debtors'
      business plan; and

    * Mirant Corp.'s current Board has failed to ensure that its
      management and professional advisors meaningfully involved
      the Equity Committee in discussions regarding the terms of a
      potential plan or plans of reorganization for the Debtors.

Mr. Taylor explains that the motivating factors behind the
breaches by current Board members of their fiduciary obligations
to the shareholders are not hard to discern.  The Board members
-- with an apparent eye toward entrenching their positions with
the Debtors -- have an obvious incentive to curry favor with the
Debtors' creditors, given the expectation that any plan will
result in the conversion of substantial debt into equity of the
reorganized Debtors.  The creditors, of course, have a powerful
economic interest in pressing a valuation that does not exceed
the total of claims against the Debtors.  If that valuation is,
in the end, accepted, the creditors would receive all of the
equity in the reorganized Debtors -- and hence all the very
material upside -- while the shareholders would be wiped out.
The Equity Committee, by contrast, believes that proper oversight
and direction from the Board will result in an assessment that
there is substantial value for the shareholders.

The breaches of the fiduciary duty owed to Mirant Corp.'s
shareholders by the Board members plainly constitute "cause" for
their removal.

With respect to amendments to the Bylaws and Certificate of
Incorporation, two-thirds vote of the shareholders will expressly
permit any of the provisions to be amended.  The permitted
amendments will resolve any conflicting entrenchment provisions
in the Bylaws or Certification of Incorporation and replace
Mirant Corp.'s entire Board.

Mr. Taylor notes that even if the election of a new Board causes
the reorganization proceedings to shift in a new direction, which
will not be dismissive of the shareholders' rights, it will be
the result of the Board finally being held accountable to its
shareholders.

The Equity Committee' actions in light of the Board's abdication
of its duties to the shareholders in seeking to compel
shareholders' meeting are a far cry from a scheme to sabotage the
reorganization proceedings that would constitute "clear abuse,"
Mr. Taylor asserts.

                       Proceedings Stayed

Judge Lynn stays all proceedings related to the Official
Committee of Equity Security Holders' request to compel the
Debtors to convene a shareholders' meeting pending the conclusion
of the Debtors' valuation hearing.  The Valuation Hearing is
scheduled to convene on April 11, 12, and 13, 2005.

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 Nos. 49& 56; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MISSION ENERGY: Moody's Upgrades Senior Secured Debt to B2 from B3
------------------------------------------------------------------
Moody's Investors Service upgraded the rating of Mission Energy
Holding Company (MEHC: senior secured to B2 from B3) and affirmed
the ratings of its subsidiaries Edison Mission Energy (EME: B1
senior unsecured), Midwest Generation, LLC (MWG: Ba3 first lien
secured debt and credit facilities), and Homer City Funding, LLC
(Homer City: Ba2 senior secured).  The rating outlook for EME,
MWG, and Homer City is revised to stable from positive.  The
outlook for MEHC is also stable.

The rating upgrade at MEHC reflects greater flexibility to
upstream funds from MEHC's subsidiaries, following the elimination
of certain ring fencing provisions that previously existed in
EME's charter.  These provisions placed restrictions on the amount
of dividends that could be annually upstreamed to MEHC from EME,
its principal subsidiary, and were a key factor in the previously
wider rating notching between MEHC and EME.  With the termination
of this provision and changes to the financing documents at MWG,
EME's largest subsidiary, the movement of cash flow between MWG,
EME, and MEHC is significantly less constrained and a narrowing of
the rating notching between MEHC and EME is appropriate.  The
upgrade also reflects EME's substantially improved liquidity
position, following the sale of its international power generation
portfolio.

The rating affirmation for EME, MWG, and Homer City considers
EME's improved liquidity profile following the successful
completion of the international asset sale, but also incorporates
continuing high financial leverage at EME and at MEHC.  While EME
has remaining cash proceeds of approximately $1.8 billion, EME's
ability to apply such proceeds to debt reduction at EME and at
MEHC is constrained by call provisions in the companies'
respective indentures.

Management currently intends to maintain high cash balances over
the next several years and to use the cash on hand to repay MEHC
and EME debt at their respective maturities.  Given the negative
arbitrage entailed in holding large amounts of cash for several
years, the ratings of MEHC and EME consider the possibility that
some portion of this cash could be used for other purposes than
debt repayment at MEHC and EME.  Approximately $1.2 billion of
MEHC and EME debt matures in 2008, while an additional
$600 million of EME debt matures in 2009.

Until this debt is paid down, EME's and MEHC's consolidated credit
metrics will continue to reflect high leverage.  Moody's expects
that the ratio of consolidated adjusted funds from operations to
adjusted total debt will be about 8% for EME and about 7% range
for MEHC over the next several years; levels that are weaker than
some similar issuers in the same rating category.

The rating affirmation also considers the close linkage among the
ratings of MWG and Homer City and their parent companies, EME and
MEHC, given the importance of these two subsidiaries to the
earnings and cash flow of EME and MEHC now that virtually all of
the company's international businesses have been sold.  In
particular, the rating of MWG is fairly tightly linked to the
rating of EME given MWG's reliance on cash flows coming from the
intercompany note between MWG and EME.

The stable rating outlook for MEHC, EME, MWG, and Homer City
incorporates expectations for relatively predictable cash flow
over the next few years from the company's predominantly base load
coal-fired generating fleet located in the Midwest and in PJM.
The stable outlook is buttressed by the significant amount of
liquidity that exists at EME, which to some degree balances the
high degree of leverage at EME and at MEHC.

The ratings could be upgraded if:

   * EME completes the final phase of its restructuring program
     by repaying the holding company debt at MEHC and EME;

   * merchant coal prices in the Midwest and in PJM remain at
     healthy levels; and

   * EME continues to execute on a domestically focused strategy
     centered around its coal assets and its contracted natural
     gas portfolio in California.

The ratings could be downgraded if:

   * EME does not follow through on its plans to repay holding
     company debt at EME and MEHC;

   * operating problems at Homer City or at MWG were to
     significantly impact capacity factors and operating costs; or

   * EME substantially depletes the amount of cash on its balance
     sheet through growth strategies that call for sizeable
     capital investments.


Ratings upgraded with a stable outlook:

   * Mission Energy Holding Company: senior secured, upgraded to
     B2 from B3

Ratings affirmed and issuers for which the rating outlook is
revised to stable from positive:

   * Edison Mission Energy: senior unsecured debt and Senior
     Implied rating B1; shelf registration for junior subordinated
     debt (P)B3

   * Midwest Generation, LLC: senior secured credit facilities
     Ba3; second-priority notes B1

   * Midwest Generation, LLC: pass-through certificates,
     guaranteed by Edison Mission Energy, B1

   * Homer City Funding, LLC: senior secured bonds Ba2

Headquartered in Irvine, California, Edison Mission Energy is a
wholly-owned subsidiary of Mission Energy Holding Company, which
in turn is a wholly-owned subsidiary of Edison International.

Midwest Generation, LLC and Homer City Funding, LLC are wholly-
owned subsidiaries of Edison Mission Energy.


NANOMAT INC: Wants to Hire Calaiaro Corbett as Bankruptcy Counsel
-----------------------------------------------------------------
Nanomat, Inc., asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania for permission to employ Calaiaro,
Corbett & Brungo, P.C., as its general bankruptcy counsel.

Calaiaro Corbett is expected to:

   a) attend and represent the Debtor in the first meeting of
      creditors, and represent the Debtor in relation to
      acceptance or rejection of executory contracts;

   b) advise the Debtor with regard to its rights and obligations
      as a debtor-in-possession during its reorganization under
      chapter 11, and provide advice regarding possible preference
      actions;

   c) represent the Debtor in relation to any motions to convert
      or dismiss its chapter 11 case, and in relation to any
      motions for relief from stay filed by creditors;

   d) assist the Debtor in preparing a plan of reorganization
      and disclosure statement, and in preparing any objections to
      claims to be filed in the Debtor's chapter 11 case; and

   e) provide all other legal services that are appropriate and
      necessary in the Debtor's chapter 11 case.

Donald R. Calaiaro, Esq., a Member at Calaiaro Corbett, is the
lead attorney for the Debtor.  Mr. Calaiaro discloses that the
Firm received a $20,000 retainer.  Mr. Calaiaro charges $250 per
hour for his services.

Other professionals performing services to the Debtor are Francis
E. Corbett, Esq., charging $200 per hour, and J. Craig Brungo,
Esq., charging $185 per hour.  Paralegals who will perform
services to the Debtor will charge at $55 per hour.

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

Headquartered in North Huntingdon, Pennsylvania, Nanomat, Inc. --
http://www.nanomat.com/-- is a leading manufacturer of
nanomaterials, powders, and technologies.  Nanomat filed for
chapter 11 protection on March 18, 2005 (Bankr. W.D. Pa. Case No.
05-23245), estimating assets and debts of $10 million to
$50 million.


NDCHEALTH CORP: 10-Q Filing Prompts S&P to Upgrade Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Atlanta,
Georgia-based NDCHealth Corporation from CreditWatch, raised its
corporate credit and senior secured ratings to 'B' from 'CCC', and
raised its subordinated debt rating to 'CCC+' from 'CC'.  The
outlook is stable.

"The rating actions follow the filing of its delayed 10-Q for the
period ending Nov. 26, 2004, by the March 21 deadline, thereby
eliminating a potential event of default under its bond
indenture," said Standard & Poor's credit analyst Lucy Patricola.

NDC delayed the filing of its second quarter 10-Q because of
improper accounting for returns of packaged software sold through
the VAR channel, timing of revenue recognition for certain
contracts, and miscellaneous adjustments for accruals.  In
conjunction with the its second quarter 10-Q, the company restated
the first quarter of fiscal 2005, and fiscal years 2002, 2003 and
2004.  The restatements, although somewhat significant for net
income, did not affect cash flow or cash-flow prospects.

The ratings on NDCHealth Corp. reflect pricing and cost pressures
in its core product offerings and thin cash flow, somewhat offset
by the company's good pharmacy market position and recurring
revenue streams.

NDCHealth provides transaction-processing products to the health
care industry via its proprietary network and its point-of-service
systems, and its information management services.  Its primary
market segment is prescription claims processing, adjudication,
and payment systems, as well as database information on
prescription drug sales and pharmacy operations.  Total
lease-adjusted debt was about $345 million as of November 2004.


NEW WORLD: District Court Puts Limits on Committee's Investigation
------------------------------------------------------------------
The Honorable John E. Jones, III, of the U.S. District Court for
the Middle District of Pennsylvania narrowed and remanded a
bankruptcy court order giving New World Pasta Company's Official
Committee of Unsecured Creditors authority to investigate
prepetition transactions with a majority shareholder.  The
Committee, dominated by bondholders owed more than $150 million,
thinks some of those prepetition transactions smack of self-
dealing and some secured loans should be recharacterized as equity
contributions, according to a report by John Beauge appearing in
The Patriot-News.

Mr. Beauge reports that Judge Jones denied the part of the appeal
dealing with a pre-bankruptcy consensual arrangement with senior
lenders.  The bondholders, in effect, wanted the court to exclude
from a negotiated agreement a term that could place at risk the
considerable sum of money a lender has advanced to New World, the
judge wrote.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the
United States.  The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No.
04-02817) on May 10, 2004.  Eric L. Brossman, Esq., and Robert
Bein, Esq., at Saul Ewing LLP, in Harrisburg, serve as the
Debtors' local counsel.  Bonnie Steingart, Esq., and Vivek
Melwani, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP,
represent the Creditors' Committee.  In its latest Form 10-Q for
the period ended June 29, 2002, New World Pasta reported
$445,579,000 in total assets and $451,816,000 in total
liabilities.


NOBLE DREW: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Noble Drew Ali Plaza Housing Corp.
        230, 240, 250 Lott Avenue
        23-25, 37 New Lots Avenue
        Brooklyn, New York 11233

Bankruptcy Case No.: 05-11915

Type of Business: Housing Project

Chapter 11 Petition Date: March 25, 2005

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtor's Counsel: Gerard R. Luckman, Esq.
                  Silverman Perlstein & Acampora, LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: 516-479-6300
                  Fax: 516-479-6301

Total Assets: $43,500,000

Total Debts:  $18,639,981

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
New Lots Plaza LLC                       $4,367,053
Eshel Management LLC
1950 Coney Island Ave.
Brooklyn, NY 11218

NYC Dept. of Finance                     $4,021,464
P.O. Box 3121
New York, NY 10008

NYC Water Board                            $799,205
P.O. Box 410
Church Street Station
New York, NY 10008

William L. Chisolm HDFC                    $796,354
319 Rockaway Ave.
Brooklyn, NY 11233

DEP                                        $793,256
[address not provided]

Keyspan Energy                             $427,352
220-10 96th Ave.
Queens Village, NY 11429

Building Service 32 B-                     $425,377
Pension, Health & Annuity Funds
c/o Raab Stum & Goldman, LLP
440 Park Avenue S.
New York, NY 10016

OHB Security Corp.                         $271,682
319 Rockaway Ave.
Brooklyn, NY 11233

Pension 32B-J                              $216,466

Force One International Security           $139,053

Keyspan Energy                              $78,000

MSC Restorations                            $60,405

S&G Building Repairs/Stanley Smith          $53,969

NYC Dept. of Health                         $40,252

Henry Trakman                               $33,170

Guardsman Elevator                          $25,419

Guardsman Elevator                          $25,000

SCL Construction Corp.                      $16,025

Amerada Hess Corporation                    $15,248

Scienctor & Boiler Corp.                     $4,010


OMI TRUST: Likely Default Prompts S&P's D Rating on Class M-2
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-2 certificates issued by OMI Trust 1999-E to 'D' from 'CC'.

The lowered rating reflects the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investment.  OMI Trust 1999-E reported an
outstanding liquidation loss interest shortfall for its class M-2
certificates on the February 2005 payment date.  Standard & Poor's
believes that interest shortfalls for this deal will continue to
be prevalent in the future, given the adverse performance trends
displayed by the underlying pool of manufactured housing retail
installment contracts originated by Oakwood Acceptance Corp., and
the location of subordinate class write-down interest at the
bottom of the transaction's payment priorities (after
distributions of senior principal).

Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction in anticipation of future
defaults.


OPBIZ LLC: Moody's Places B3 Ratings on $506M Sr. Sec. Term Loans
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to OpBiz, LLC's
$496 million senior secured term loan A and $10 million senior
secured term loan B.  Both term loans mature in 2010.  Moody's
also assigned a B3 senior implied rating, Caa2 long-term issuer
rating, and SGL-3 speculative grade liquidity rating.  Proceeds
from the bank facility were used to fund OpBiz's acquisition of
the Aladdin Resort and Casino (Las Vegas, Nevada) in September
2004.  The ratings outlook is stable.

OpBiz's B3 rating considers that the company is entirely dependent
on the cash flow generated by a relatively small, single gaming
facility that emerged from Chapter 11 bankruptcy in September
2004, and that the current owners have limited casino operating
experience.  The ratings also incorporate the expectation that the
transformation of the Aladdin into a Planet Hollywood branded
casino will increase foot traffic, and ultimately improve
financial results.

OpBiz is currently conducting a $100 million renovation project
which will convert the Aladdin into the Planet Hollywood Resort
and Casino.  The renovation includes both interior and exterior
alterations designed to make the casino more accessible and
attractive.  The casino will continue to operate as the Aladdin
until the renovation and re-branding is finished sometime in early
to mid 2006.

Positive ratings consideration is given to OpBiz's affiliation
with the Planet Hollywood brand, the favorable outlook for the Las
Vegas area gaming market, and the recent improvement in Aladdin's
financial results, which can be attributed to favorable
performance of the overall Las Vegas gaming market and an improved
cost structure.  The ratings also acknowledge that the interest
rate determination mechanism related to the company's term loan A
is designed to work in such a way that EBITDA coverage of interest
remains at 1.2 times during the renovation.  Other positive credit
factors include significant restrictions included in the bank
facility with respect to paying dividends, incurring additional
debt, and making future capital expenditures.

The stable outlook anticipates that the renovation and re-branding
project will progress according to current plans, and that post-
renovation, the casino will generate a sufficient return to meet
debt service requirements.  The outlook also expects that the Las
Vegas area gaming market will continue to perform well and that
nothing will occur that will materially harm the Planet Hollywood
brand name.  The stable outlook acknowledges that the casino
property will suffer some decline in financial performance as a
result of construction disruption.  Ratings upside is limited at
this time given the prospective nature of this rating.  A slower
than expected ramp-up could result in a ratings downgrade.

The SGL-3 speculative grade liquidity rating considers that cash
generated from operations, combined with the capital available
that was initially invested, should be adequate to meet capital
expenditure, renovation and debt service obligations for the next
twelve months.  Cash requirements for the next twelve month period
are expected to include up to $100 million in capital expenditures
related to the renovation project, approximately $4 million for
maintenance capital expenditures, and about $27 million in
interest payments.

The company will likely experience a reduction in operating cash
flow during the planned renovations; however, the credit agreement
was designed to address these anticipated reductions.  In addition
to the interest rate mechanism that is in place, the covenant
requiring OpBiz to achieve specified levels of EBITDA during the
first two years of the credit agreement is significantly below
Aladdin's current EBITDA level.  There will be no revolver but the
company is permitted certain cash reserves prior to mandatory
principal repayments.  Cost overruns have to be financed by the
owners.  The SGL-3 also acknowledges that most all of the
company's assets will be fully encumbered.

These new ratings were assigned to OpBiz, LLC:

   * Senior implied -- B3;
   * Long-term issuer -- Caa2
   * $496 million senior secured term A loan due 2010 -- B3;
   * $10 million senior secured term loan B due 2010- B3;
   * Speculative grade liquidity rating - SGL-3; and
   * Stable ratings outlook.

OpBiz, LLC, a subsidiary of BH/RE, LLC, acquired the Aladdin
Resort and Casino (located in Las Vegas, Nevada) out of Chapter 11
bankruptcy in September 2004.

OpBiz, along with its parent company, BH/RE, LLC and subsidiaries,
were formed to acquire, operate and renovate the Aladdin.  OpBiz
has entered into an agreement with Planet Hollywood to license
Planet Hollywood's trademarks.  The renovation project will
transform the Aladdin into the Planet Hollywood Resort and Casino.

OpBiz has also entered into an agreement with Sheraton pursuant to
which Sheraton will provide hotel management, marketing and
reservation services for the hotel that will comprise a portion of
Planet Hollywood Resort and Casino.


OWENS CORNING: CSFB Appeals False X-Ray Readings Issue
------------------------------------------------------
Credit Suisse First Boston, as agent for Owens Corning's Bank
lenders, is taking an appeal to the U.S. District Court from Judge
Fitzgerald's Order denying its request for authority to commence
an adversary case against certain B-readers who falsely reported
X-ray readings as positive for asbestos-related disease in
prepetition personal injury claims brought against the Debtors.

CSFB puts three questions to the United States District Court for
the District of Delaware for review:

   1. Did the Bankruptcy Court err as a matter of law when,
      notwithstanding CSFB's offer to bear the costs of
      prosecuting the adversary proceeding and notwithstanding
      the existence of colorable claims, the Court denied the
      Motion for the sole reason that CSFB had not provided an
      indemnity, or equivalent security, against counterclaims
      asserted against the Debtors' estates -- the merits of
      which the Bankruptcy Court expressly declined to assess?

   2. Did the Bankruptcy Court abuse its discretion when it based
      its Order denying the Motion solely on a factor -- the
      potential for unspecified counterclaims -- that has never
      been relied upon or considered as germane by the United
      States Court of Appeals for the Third Circuit -- or any
      other court -- when determining whether to grant derivative
      standing?

   3. Did the Bankruptcy Court err in denying the Motion?

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)


PEABODY ENERGY: Fitch Upgrades $900 Mil. Senior Notes to BB+
------------------------------------------------------------
Fitch Ratings has raised the ratings of Peabody Energy
Corporation's:

       -- $650 million senior notes due 2013 to 'BB+' from 'BB';

       -- $250 million senior notes due 2016 to 'BB+' from 'BB';

       -- $900 million senior secured revolving credit facility to
          'BBB-' from 'BB+';

       -- $450 million senior secured term loan ratings to 'BBB-'
          from 'BB+'.

The Rating Outlook remains Positive.

The ratings reflect Peabody's large, well diversified operations,
good control of low-cost production, strong liquidity, and
moderate leverage.  The outlook is for coal producers to continue
to benefit from a strong pricing environment over the near term.

Peabody should continue to benefit from recovery in coal prices
coupled with strong cost control.  The high proportion of coal
sold under contract and the short- to medium-term fixed pricing
nature of the contracts results in strong earnings visibility over
that period.  The company has consistently met its guidance.
Fitch expects 2004 and 2005 price re-openings to lead to higher
realizations over the next 24 months.

Capital expenditures are expected to increase to the $500 million
level from $267 million level given Federal lease payments and new
longwall equipment for mines acquired last April from RAG Coal
International AG.  In addition, Peabody continues to make resource
acquisitions, most recently the West Roundup Powder River Basin
lease at $63 million a year over the next five years and the
purchase of Illinois Basin reserves and surface assets from the
Lexington Coal Company for $61 million.  Operating cash flows are
expected to amply cover capital expenditures, modest scheduled
maturities of debt ($19 million in 2005 and $24 million in 2006),
and dividends of about $40 million per year.

While debt remains at $1.4 billion, the company's asset base has
grown, as have earnings resulting in declining leverage:

       * debt/EBITDA was 2.5 times in 2004, and
       * down from 2.9x in 2003.

Our expectations are for earnings to grow with no new debt for a
leverage declining to 1.9x and EBITDA/interest expense of over
7.5x.

Liquidity is quite strong: at Dec. 31, 2004, cash was $390
million, and $554 million of the $900 million secured revolver was
available after utilization for letters of credit.  In 2004,
Peabody has been able to make greater use (roughly $200 million)
of corporate guarantees to replace surety bonds to support
reclamation obligations.

Peabody has significant employee-related liabilities, some of
which related to past operations, and significant reclamation
obligations.  At Dec. 31, 2004, Peabody's accrued postretirement
benefit obligation was $1 billion, its liability for asset
retirement obligations was $396 million, its workers compensation
obligation was $269 million, and its minimum pension liability was
$121 million.  Operating expenses to serve these obligations run
between $150 million and $180 million, and the obligations and
expenses are well defined and stable in nature.

Peabody is the largest U.S. coal producer, accounting for about
20% of domestic coal sales and fueling 10% of domestic electricity
generation.  Peabody's operations are well diversified, with new
activity concentrated in the Powder River Basin and the Illinois
Basin where it dominates.  Peabody has over nine billion tons of
coal reserves.

The outlook for coal prices is strong in context of the overall
power demand, the energy price environment, particularly natural
gas, coupled with constraints to increased production posed by
transportation and geological constraints.  Fitch anticipates that
Peabody will continue to reduce its debt and other liabilities
relative to its operations during this favorable environment.


PEGASUS SATELLITE: Asks Court to Bar Creditors from Taking Action
-----------------------------------------------------------------
As previously reported, the Ad Hoc Noteholders Committee asked the
United States Bankruptcy Court for the District of Maine to deny
Plan confirmation absent modifications to the Plan that preserves
the ability of the Liquidating Trustee to investigate and
prosecute any and all claims.

                           PCC Responds

The members of the Ad Hoc Committee assert that they hold a large
portion of Pegasus Satellite Communication, Inc.'s six series of
unsecured notes but are not otherwise identified.

The Ad Hoc Committee states that the Objection is prompted by
"grave concerns regarding the dissipation of Pegasus Satellite
Communications, Inc. and its debtor-affiliates' assets."

Pegasus Communications Corporation tells the Court that the Ad
Hoc Committee's Objection insinuates that the change in the
Debtors' cash position during their Chapter 11 Cases is the result
of secret dealings of questionable propriety, and is otherwise
inexplicable.  Jay S. Geller, Esq., in Portland, Maine, however,
contends that the Debtors' transactions and expenditures have been
the subject of frequent detailed disclosure and, where required,
prior Court approval.  Nor is the decline in cash, although
significant, surprising in light of the early disposition of the
Debtors' satellite assets, which had generated 96% of their
revenues, and the costs of winding up that business, which had
employed 779 employees at the Petition Date, and the other
significant costs of these Chapter 11 Cases, including aggregate
professional fees of approximately $22 million paid through the
end of February.

With limited exceptions, Mr. Geller says PCC is unaware of any
concerns of the sort expressed by the Ad Hoc Committee having been
raised during the nearly 10 months that the Chapter 11 Cases have
been pending.  PCC is unaware of similar concerns raised by the
Official Committee of Unsecured Creditors, any of the Debtors'
secured or unsecured creditors, or any of the numerous
sophisticated professionals who have overseen the Debtors'
operations in their Chapter 11 Cases.

Nevertheless, the Ad Hoc Committee seeks to preserve the ability
of the Liquidating Trustee to investigate and prosecute, among
other claims, any claims arising from the Support Services
Agreement or against non-Debtor affiliates of the Debtors and the
Debtors' officers and directors arising subsequent to August 27,
2004, the effective date of the releases of the parties under the
Global Settlement Agreement.

While PCC strongly questions the justification for the further
expense of the proposed investigation on top of approximately
$22 million of professional fees already paid in the Chapter 11
Cases, PCC does not object to the proposed investigation.  PCC
believes, however, that the Liquidating Trustee's ability to
assert claims in respect of the Support Services Agreement should
be appropriately circumscribed in light of the Court's prior
approval of the Support Services Agreement, the limitations agreed
to by the Official Committee in the Global Settlement Agreement,
and the circumstances in reliance on which PCC has continued to
perform under the Support Services Agreement.

                    Support Services Agreement

Under a Support Services Agreement, Mr. Geller relates that
Pegasus Communications Management Company has provided a variety
of services and benefits that are critical to the Debtors' daily
business operations, as well as their successful reorganization.
These services are provided at PCMC's cost, with no profit
component, and could not be performed by the Debtors themselves or
obtained from third parties on economically viable terms.

PCC believes that the ability of the Liquidating Trustee to assert
claims relating to the Support Services Agreement should be no
greater than the rights of the Official Committee under it, as
modified by the agreement of the Official Committee under the
Global Settlement Agreement, and should be subject to all
defenses.

                            Releases

As inducement to PCC to enter into the Global Settlement
Agreement, the Creditors Committee and certain of its members
entered into the Letter Agreement with PCC, pursuant to which, the
Creditors Committee and the Consenting Members agreed to support a
plan of reorganization providing for certain specified releases of
the Debtors' officers and directors, PCC and its non-Debtor
affiliates, and PCC's and its non-Debtor affiliates' officers and
directors.

To the extent any Consenting Member supports the Ad Hoc
Committee's Objection or objects to the releases provided in the
Plan, Mr. Geller points out that the Consenting Member or the
Creditors Committee would be in breach of its obligations to PCC
under the Letter Agreement.  PCC has previously advised counsel to
the Official Committee that PCC reserves all of its rights under
the Letter Agreement with respect to breach and all other breaches
of the Letter Agreement.

PCC asks the Court to preclude the Creditors Committee and the
Consenting Members from taking any action before the Court in
breach of their contractual commitments.  The Committee and the
Consenting Members should be estopped from asserting or supporting
the Objection or otherwise objecting to the releases provided in
the Plan.

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


PHELPS DODGE: Moody's Ups Cumulative Pref. Rating to (P)Ba1
-----------------------------------------------------------
Moody's Investors Service upgraded Phelps Dodge Corporation's
senior unsecured ratings to Baa2 from Baa3.  Moody's also upgraded
the prospective ratings under Phelps Dodge's $600 million shelf
filing.  The upgrade is based on the improvement in Phelps Dodge's
capital structure and operating performance over the past three
years as the company's efforts to reduce debt were accelerated by
greatly improved copper and molybdenum prices over the past 18
months, and Moody's expectation that the company will be able to
sustain improved debt protection measurements over the
intermediate term.  The rating outlook is stable.

Ratings upgraded are:

Phelps Dodge Corporation:

   * Senior unsecured notes, to Baa2 from Baa3;

   * Shelf registration for senior unsecured debt, to (P)Baa2
     from (P)Baa3;

   * junior subordinated debt to (P)Baa3 from (P)Ba1;

   * cumulative preferreds, subordinated preferreds and
     jr. participating cumulative preferreds to (P)Ba1
     from (P)Ba2;  and

   * PD Capital Trust I and PD Capital Trust II guaranteed trust
     preferreds to (P)Baa3 from (P)Ba1.

Cyprus Amax Minerals Company:

   * Senior unsecured notes, legally assumed by Phelps Dodge, to
     Baa2 from Baa3

The Baa2 rating reflects Phelps Dodge's position as the world's
second largest copper producer, supplying approximately nine
percent of world demand, and its good reserve position.  The
rating also considers Phelps Dodge's strong capital structure, as
evidenced by its December 31, 2004 debt to capitalization ratio of
18%, down from 51% at December 31, 2001, and its good liquidity
position.  However, the rating also considers the company's still
relatively high cost structure, its susceptibility to price
increases in diesel, natural gas and electricity costs in
particular, the capex associated with its mine development
pipeline and its ongoing requirement to support reclamation and
mine closing obligations.

The stable outlook reflects the currently strong fundamentals in
the copper market and Moody's expectation that Phelps Dodge will
record solid earnings and cash flow in 2005 as it did in 2004, and
that management will continue to maintain a favorable capital
structure as it moves forward with its development objectives.

An increase in ratings is unlikely in the next two to three years
as the company has several significant development projects ahead
of it, which are necessary to bring the company's total implied
unit costs closer to its objective of $0.60/lb to $0.65/lb of
copper.  These projects entail significant capital costs and
execution risks, significant permitting and regulatory issues in
the case of Safford in Arizona and Tenke in the Congo, and
political risk in the case of Tenke.  The ratings could be lowered
or outlook changed to negative if the maintenance of a debt to
capitalization ratio of less than 35% is considered to be
unsustainable through a metals price cycle.  This is most likely
to occur if there is a steep and prolonged decline in copper
prices or if the company is unable to satisfactorily control its
cost structure as it moves forward with its mine development
projects or if it undertakes debt financed acquisitions.

Phelps Dodge produced approximately 2.2 billion pounds of copper
for its own account in 2004 and is a leading producer of
molybdenum.  In 2004, Phelps Dodge's mining division accounted for
77% of total revenues.  Through PD Industries, the company is also
involved in the manufacture of specialty chemicals, principally
carbon black, and wire and cable.

Headquartered in Phoenix, Arizona, Phelps Dodge had revenues of
$7.1 billion in 2004.


PHILLIPS-VAN: Moody's Reviews $400M Debt Ratings & May Upgrade
--------------------------------------------------------------
Moody's Investors Service placed Phillips-Van Heusen Corporation's
ratings on review for possible upgrade recognizing the company's
improved operations and financial performance.  The company's FY
2004 results showed meaningful improvements in margins, earnings
and cash flow.  The review will focus on the sustainability of the
positive trend and the potential impact of the ongoing realignment
of its business, the profitability of its individual brands, and
its future ability to delever and to strengthen its debt servicing
metrics.

The ratings placed under review for possible upgrade are:

   * the $100 million issue of 7-3/4% senior secured debentures
     due 2023 of B1;

   * the $150 million issue of 8-1/8% senior unsecured notes due
     2013 of B2;

   * the $150 million issue of 7-1/4% senior unsecured notes due
     2011 of B2;

   * the senior implied rating of B1; and

   * the issuer rating of B2.

PVH has made progress in diversifying its revenue sources by
increasing licensing transactions, and it continues to rationalize
its retail operations, including the opening of Calvin Klein
stores, and introduce selective new brands.  The results have
included greater licensing royalties, increased overall revenues,
an increase in same store sales, successful brand introductions,
and improved margins, earnings, and leverage.  The company has a
dominant market in dress shirts, a large share of the sports shirt
market, and diversified product sourcing and distribution
structures.

For the fiscal year 2004 (ended January 31, 2005) PVH reported a
3% increase in total revenues to $1.6 billion.  The company's
gross margin improved to 45% from 38% in 2003, its operating
margin moved up to 7.9% from 3.5%, and EBITDA (unadjusted) rose to
$162 million from $88 million.

The growth in licensing revenues to $181 million, or 11% of total
revenues, has assisted the margin improvement.  Even though
adjusted debt / EBITDAR improved to 5.7 times in 2004 from
8.3 times in 2003, it remains high.

Phillips-Van Heusen Corporation is one of the world's largest
apparel companies.  It owns and markets the Calvin Klein brand
worldwide.  It is the world's largest shirt company and markets a
variety of goods under its own brands:

    1. Van Heusen,
    2. Calvin Klein,
    3. IZOD,
    4. Arrow,
    5. Bass and G.H. Bass & Co.,
    6. Geoffrey Beene,
    7. Kenneth Cole New York,
    8. Reaction Kenneth Cole,
    9. BCBG Max Azria,
   10. BCBG Attitude,
   11. Sean John,
   12. MICHAEL by Michael Kors,
   13. Chaps and
   14. Donald J. Trump Signature


PITTSBURGH CITY: Moody's Lifts $825M Debt Rating From Ba1 to Baa3
-----------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 and stable outlook
to the City of Pittsburgh's $197.57 million in General Obligation
Bonds, Series A and B of 2005.

At this time, Moody's has upgraded the rating to Baa3/stable
outlook from Ba1/Watchlist for possible upgrade on $825 million in
general obligation debt, including this issue.  The current issue
is secured by an unlimited tax pledge; Series A will refund
portions of the City's Series A of 1995 and Series A, B, C of 1997
bonds and Series B will refund portions of the City's Series B of
1195 and Series D of 1998 bonds for total net present value
savings of slightly over 3% of refunded principal with no
extension of maturities.

The upgrade reflects the City's successful execution and expected
prompt repayment of a $20 million draw on a line of credit from
three area banks, implementation of the Financial Recovery Plan,
and moderately successful collections of new revenue sources.  The
Baa3 rating also reflects the City's high debt burden, diverse
economy anchored by a large institutional presence, and below
average socioeconomic profile.  The stable outlook reflects
Moody's expectation that the City has solved its severe financial
problems, but that some challenges still lie ahead in the current
fiscal year in terms of collecting new revenues.

Recovery Plan Implemented;
Collections Of New Revenues Moderate

After significant delays, the Intergovernmental Cooperation
Authority, the City's state-appointed oversight board, approved
the City's financial recovery plan late in 2004.  The State
legislature then enacted legislation allowing the City to
implement two new revenue enhancements.  The City has replaced the
annual $10 Occupational Privilege Tax with a $52 Emergency and
Municipal Services tax, paid by anyone employed in the City.

The City has also implemented a new Payroll Preparation Tax, paid
by for-profit local corporations many of whom were exempt from the
former Business Privilege Tax, and will levy a new Facility Usage
Fee on visiting sports players.  Conversely, the City will also
phase out its Business Privilege Tax and has eliminated its
Mercantile Tax.  The projected net gain from the legislative
action is approximately $17.3 million in fiscal 2005.

Additionally, the City increased the Deed Transfer Tax by 0.5%,
has received a $3.5 million one-time grant from the State for
homeland security, has eliminated its capital spending for the
year, and will no longer remit $4 million in Regional Asset
District taxes to the Pittsburgh School District (rated A2).

Taken together, this represents approximately $32 million in new
revenues or forgone expenditures for fiscal 2005.  The recovery
plan also includes approximately $39 million in additional
expenditure cuts, including a two-year wage freeze, employee
contributions for health insurance, and reductions in overtime pay
(including the elimination of $1.3 million per month in recent
overtime pay to firefighters due to a new approved contract).  The
City's five-year plan anticipates $22 million growth in General
Fund balance by the end of fiscal 2009.

Year-to-date collections of the two new revenue enhancements
through the first half of March have been somewhat mixed.
Collections of the Emergency and Municipal Services tax have been
strong, with 78% collected in the first 2 months of the year,
well ahead of projections.  Officials currently anticipate
collections of this tax to be at least $1 million above budget by
the end of the year.

Collections of the Payroll Preparation Tax have not been as strong
due to payroll system implementation issues because it is a new
tax.  The tax is collected quarterly and collections for the first
quarter have been at 20% of the total annual budgeted figure,
which translates to an 80% collection rate.  Officials explain the
slower collection rate on the newness of the tax and expect
collections to improve over time as more employers get their
payroll systems in place to estimate and remit the tax to the
City.

Officials project the collection rate to be over 90% by the end of
the year.  Given that the City budgeted for a 100% collection
rate, a lack of improvement from the 80% collection rate will
leave an approximately $8 million shortfall in revenues.  Moody's
believes that even with no improvement in collections, this gap
would not significantly weaken the City's financial operations.
Additionally, the City reports that current and prior real estate
tax collections are ahead of budget and expect to be at least a
$2.5 million ahead of budget by the end of the year.

Diversified Economic Base

Moody's believes the strong institutional employment within
Pittsburgh's economy, combined with new business development, has
positioned the City to better address a number of long-term growth
issues in its $14.5 billion base.  With substantial health care
and educational sectors, large financial services activity and
growth in high-tech industries, the City has been able to maintain
an unemployment rate (3.7% in December, 2004) below state (5.1%)
and national (5.1%) levels.

A countywide property revaluation contributed to a 25% increase in
the City's full valuation in 2001, resulting in almost $3 billion
in additional value.  An additional revaluation in 2002 further
increased the full value by 6% to $15 billion, but that came down
in fiscal 2003 to the current $14.5 billion due to tax appeals.
The City also continued to face population declines in the 1990s,
albeit at a slower rate than during the 1980s (9.5% vs. 12.8%).
The City continues to have a weak demographic profile, with wealth
and income levels falling below state medians and a below average
full value per capita of $42,224.

High Debt Burden

Moody's expects the City's high debt burden (9.9% of full
valuation) will continue to present considerable challenges,
although Moody's views favorably the City's restriction to
$25 million in annual capital debt issuance.  The City has not
issued new, non-refunding debt for several years due to the fiscal
crisis.  A sizable level of the total outstanding debt is
attributable to the issuance of pension bonds in 1998 to reduce a
significant $511 million unfunded pension liability.

Also, the City's aggressive economic development efforts have been
partly funded through the issuance of off-balance sheet debt by
component units like the Urban Redevelopment Authority as well as
the joint venture with the Sports and Exhibition Authority of
Pittsburgh and Allegheny County.  The City's debt amortization is
just above average, with 58.9% retired within ten years.

What could change the rating - UP:

   * Improved collections of new revenue sources
   * Rebuilding of General Fund balance to adequate levels

What could change the rating - DOWN:

   * Sustained weak revenues
   * Further deterioration of narrow reserves

Key Statistics:

   * 2000 Population: 334,563
   * 2003 Full Valuation: $14.5 Billion
   * Full Value Per Capita: $43,224
   * 1999 Per Capita Income as % of State: 90.1%
   * 1999 Median Family Income as % of State: 78.9%
   * Direct Debt Burden: 5.8%
   * Overall Debt Burden: 9.9%
   * Payout of Principal (10 years): 58.9%
   * Post-Sale Parity Debt Outstanding: $831.8 Million
   * FY03 General Fund Balance: $35.2 Million (9.5% of General
     Fund Revenues)


POGO PRODUCING: Prices $300 Million Senior Subordinated Notes
-------------------------------------------------------------
Pogo Producing Company (NYSE: PPP) priced a private offering of
$300 million of 6-5/8% Senior Subordinated Notes due 2015.  Pogo
intends to use net proceeds from the sale of the notes to reduce
outstanding senior indebtedness under its revolving credit
facility.  Pogo expects to close the sale of the notes on
March 29, 2005, subject to satisfaction of customary closing
conditions.

The notes have not been registered under the Securities Act of
1933, as amended or any state securities laws and, unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.

This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy the notes nor shall there be any
sale of the notes in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

                        About the Company

Headquartered in Houston, Texas, Pogo Producing Company explores
for, develops and produces oil and natural gas.  Pogo owns
interests in 90 federal and state Gulf of Mexico lease blocks
offshore from Louisiana and Texas (94 lease blocks if, and when,
the lease blocks on which Pogo was the high bidder at the March
16th OCS lease sale are awarded to Pogo).  Pogo also owns
approximately 705,000 gross leasehold acres in major oil and gas
provinces in the United States, approximately 588,000 gross acres
in the Gulf of Thailand, approximately 778,000 gross acres in
Hungary and 1,044,000 acres in New Zealand.  Pogo common stock is
listed on the New York Stock Exchange and the Pacific Exchange
under the symbol "PPP".

                          *     *     *

As reported in the Troubled Company Reporter on March 24, 2005,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Pogo Producing Co.

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

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

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


PROFESSIONAL LIFE: A.M. Best Says Financial Strength is Marginal
----------------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating of
Professional Life & Casualty Company (Chicago, IL) to C++
(Marginal) from B- (Fair) earlier this month.  The rating outlook
is negative.

This rating action reflects Professional Life's increased exposure
to high-risk investments, the lack of surrender protection on the
company's products and its low level of risk-adjusted
capitalization.  Below investment grade bonds comprised almost 30%
of admitted bonds, while equities comprised over 20% of invested
assets.  Together, these high-risk assets comprised over 260% of
capital and surplus.  In addition, Professional Life's
deteriorating risk-based capitalization directly reflects the
increased investment in high-risk assets.

Professional Life's annuity products have no surrender charges,
and are susceptible to discretionary withdrawal at any time.
Despite the lack of surrender protection, the company has
experienced strong retention on its fixed annuity line, reflecting
the high crediting rates on their products.  However, the
increased investment risk and increasing duration mismatch between
assets and liabilities presents liquidity concerns for
Professional Life.  Despite the investment risks, both operating
earnings and capital and surplus have grown considerably over the
past five years, aided by strong retention and favorable
investment returns.  A.M. Best believes that the future success of
Professional Life will be dependent upon its ability to mitigate
the risk levels on its investment portfolio and preserve capital
and surplus in varying interest rate environments, along with
managing liquidity risk should it experience a prolonged period of
high surrenders on its fixed annuities.

For Best's Ratings, an overview of the rating process and rating
methodologies, visit Best's Rating Center at
http://www.ambest.com/ratings

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


QUAKER FABRIC: Banks Agree to Waive Defaults Through July 15
------------------------------------------------------------
On March 11, 2005, Quaker Fabric Corporation of Fall River, Quaker
Textile Corporation, and Quaker Fabric Mexico, S.A. de C.V., as
Borrowers, and Quaker Fabric Corporation, the Borrowers' Parent
Company Guarantor, entered into a Forbearance and Amendment to the
Second Amended and Restated Credit Agreement dated as of Feb. 14,
2002 with Fleet National Bank.

Under the Bank Forbearance Agreement, the Borrowers and Quaker
Fabric Corporation acknowledged that in the absence of a waiver
from the Bank, they would be in breach of both the debt service
coverage ratio covenant and the profitable operations covenant in
the Credit Agreement for the last quarter of 2004 and possibly in
violation of those covenants and the leverage ratio and senior
debt ratio covenants for each of the first and second quarters of
2005 and that these breaches would constitute Events of Default,
as defined in the Credit Agreement.  In the Bank Forbearance
Agreement, the Bank agreed to waive the Specified Bank Defaults
through the period ending July 15, 2005, subject to certain
conditions including the Bank's receipt of fully executed copies
of a similar waiver from Pruco Life Insurance Company and The
Prudential Insurance Company of America, holding $45.0 million of
Senior Notes due October 2005 and 2007, with respect to the fixed
charge coverage ratio, senior debt ratio and the total debt ratio
set forth in the Note Agreements.

The Bank Forbearance Agreement also provides for, among other
things:

     (i) an increase in the interest rate and fees payable under
         the Credit Agreement;

    (ii) a reduction in the permitted aggregate amount of
         capitalized leases and purchase money debt to $5,000,000;

   (iii) the inclusion of a minimum EBITDA covenant;

    (iv) a change in the definition of EBIT;

     (v) monthly financial reporting to the Bank;

    (vi) the grant, not later than March 31, 2005, of a perfected,
         first priority security interest (subject to certain
         exceptions, including pari passu liens to be granted to
         the holders of the Term Notes) in all personal property
         assets of the Borrowers and the Company then owned or
         thereafter acquired and the contemporaneous execution of
         an intercreditor agreement, in form and substance
         satisfactory to the Bank, among the Bank, the holders of
         the Term Notes, the Borrowers and the Company, which is a
         condition to any further borrowing under the Credit
         Agreement; and

   (vii) the reduction of the maximum amount of loans and letters
         of credit the Bank has agreed to make under the Credit
         Agreement to $15,000.

In the Bank Forbearance Agreement, the Borrowers and the Company
agreed that they will repay all amounts outstanding, and cash
collateralize all letters of credit issued, under the Credit
Agreement on July 16, 2005, and that at such time the Bank will
have all of its rights and remedies under and in respect of the
Credit Agreement and applicable law, including those arising by
virtue of the occurrence of the Specified Bank Defaults.  The
parties previously had entered into waivers on December 20, 2004,
February 28, 2005, and March 4, 2005, with respect to the debt
service coverage ratio covenant and the profitable operations
covenant in the Credit Agreement and including a reduction in the
Bank's Commitment to $20,000,000.

On March 11, 2005, QFR and QFC, as guarantor, entered into a
Forbearance to Note Agreements with respect to the Note Agreements
with Prudential.  Pursuant to the terms of the Insurance Company
Forbearance Agreement, QFR and QFC acknowledged that in the
absence of a waiver from Prudential, QFR and the Company would be
in breach of the fixed charge coverage ratio set forth in the Note
Agreements for the last quarter of 2004 and possibly for each of
the first and second quarters of 2005 and possibly in breach of
the senior debt ratio and total debt ratio set forth in the Note
Agreements for each of the first and second quarters of 2005 and
that this breach would constitute an Event of Default, as defined
in the Note Agreements.  In the Insurance Company Forbearance
Agreement, the Insurance Company agreed to waive the Specified
Insurance Company Defaults through the period ending July 15,
2005, subject to certain conditions including, but not limited to,
the Insurance Company's receipt of fully executed copies of a
similar waiver from the Bank with respect to the debt service
coverage ratio covenant, the profitable operations covenant, the
senior debt ratio covenant and the leverage ratio covenant set
forth in the Credit Agreement.  The Insurance Company Forbearance
Agreement also provides, among other things:

     (i) that the Company will not permit any Priority Debt (as
         defined in the Note Agreements) to be outstanding at
         anytime other than as permitted under the Note
         Agreements;

    (ii) the Company will not, and will not permit any subsidiary
         to, directly or indirectly create, incur, assume or
         permit to exist any Lien (as defined in the Note
         Agreements) for securing Recourse Obligations (as defined
         in the Note Agreements);

   (iii) for the inclusion of a consolidated minimum EBITDA
         covenant;

    (iv) for monthly financial reporting to the Insurance Company;

     (v) for the grant, not later than March 31, 2005, of a
         perfected, first priority security interest (subject to
         certain exceptions, including pari passu liens to be
         granted to the Bank) in all personal property assets of
         the Borrowers and the Company then owned or thereafter
         acquired and the contemporaneous execution of an
         intercreditor agreement, in form and substance
         satisfactory to the Insurance Company, among the Bank,
         the Insurance Company, Borrowers and the Company; and

    (vi) that on or prior to July 10, 2005, the Company shall
         enter into a refinancing credit facility and using the
         proceeds thereof shall repay in full all of the
         Obligations (as defined in the Insurance Company
         Forbearance Agreement).

Pursuant to the Insurance Company Forbearance Agreement, on
July 15, 2005, the Company has agreed to immediately repay to the
Insurance Company all of the outstanding Obligations, and the
Company has acknowledged that the Insurance Company shall be free
in its sole and absolute discretion to proceed to enforce any or
all of its rights and remedies under or in respect of the Note
Agreements and applicable law, including without limitation, those
of termination, acceleration, enforcement and other rights and
remedies arising by virtue of the maturity of the Obligations and
of the occurrence of the Specified Defaults.  The parties
previously had entered into waivers on December 22, 2004,
February 28, 2005, and March 4, 2005, with respect to the fixed
charge coverage covenant in the Note Agreements.  As of March 14,
2005, QFR owed $40,000,000 principal plus accrued interest under
the Note Agreements.

The EBITDA covenant with Fleet and Prudential requires that Quaker
Fabric not permit EBITDA, calculated as of the last day of each
fiscal month, to be less than:

          For the Month Ended    Minimum EBITDA
          -------------------    --------------
            January 2005           ($1,000,000)
            February 2005            ($250,000)
            March 2005                $500,000
            April 2005              $1,000,000
            May 2005                $1,000,000
            June 2005               $1,000,000

The Company says it is in discussions with a commercial bank
regarding a proposed new credit facility to replace, and repay
borrowings under, the Note Agreements and the Credit Agreement.
Prepayment of the Note Agreements may result in the Company
incurring prepayment penalties in an amount which may be as much
as $2,300,000.  Quaker Fabric expects a new facility to include
terms which may be unfavorable to the Company including, but not
limited to, the grant of security interests to the Prospective
Lender to secure the payment and performance of QFR's and the
Company's obligations under the proposed credit facility and
restrictions on QFR's and the Company's capital expenditures going
forward.

Quaker Fabric Corporation (NASDAQ: QFAB) is a leading manufacturer
of woven upholstery fabrics for furniture markets in the United
States and abroad, and the largest producer of Jacquard upholstery
fabric in the world.  For the year ending Jan. 1, 2005, net sales
totaled $289.1 million, an 11% decline from 2003 net sales.  The
Company reported a $2.0 million net loss 2004, compared to $7.9
million of net income in 2003.  The Company's balance sheet shows
$266 million of assets at Jan. 1, 2005, and $100 million of debt
obligations.


RANCHO LA VALENCIA: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Rancho La Valencia, Inc.
        8235 Douglas Avenue, Suite 805
        Dallas, Texas 75225

Bankruptcy Case No.: 05-33267

Type of Business: Real Estate

Chapter 11 Petition Date: March 25, 2005

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: John Paul Stanford, Esq.
                  Quilling, Selander, Cummiskey and Lownds
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201
                  Tel: 214-871-2100
                  Fax: 214-871-2111

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


RESI FINANCE: S&P Puts Low-B Ratings on Six Series 2005-A Secs.
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
RESI Finance L.P. 2005-A/RESI Finance DE Corp. 2005-A's
$142.379 million real estate synthetic investment securities
series 2005-A.

The ratings are based on credit enhancement levels, the
transaction's shifting interest structure, a legal structure
designed to minimize potential losses to security holders caused
by the insolvency of the issuer, and the credit rating assigned to
Bank of America N.A. ('AA/A-1+'), based on its obligations
pursuant to the forward delivery agreement and the credit default
swap agreement.


                       Ratings Assigned
      RESI Finance L.P. 2005-A/RESI Finance DE Corp. 2005-A

          Class             Rating      Amount (mil $)
          -----             ------      --------------
          B3                A                   42.713
          B4                A-                  14.238
          B5                BBB-                28.475
          B6                BB+                 12.340
          B7                BB                  11.390
          B8                BB-                  7.594
          B9                B+                   9.492
          B10               B                    6.645
          B11               B-                   9.492


RESIDENTIAL FUNDING: Fitch Puts Low-B Ratings on $913,000 Certs.
----------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s --
RFMSI -- mortgage pass-through certificates series 2005-S2:

     -- $253,294,095 classes A-1 through A-6, A-P, A-V, R-I, and
        R-II certificates (senior certificates) 'AAA';

     -- $3,913,400 class M-1 'AA';

     -- $1,565,100 class M-2 'A'

     -- $782,600 class M-3 'BBB'.

     -- $521,700 class B-1 'BB';

     -- $391,300 class B-2 'B'.

The $391,347 class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by:

          * the 1.50% class M-1,
          * the 0.60% class M-2,
          * the 0.30% class M-3,
          * the 0.20% privately offered class B-1,
          * the 0.15% privately offered class B-2 and
          * the 0.15% privately offered class B-3.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s -- RFC -- master servicing capabilities (rated 'RMS1' by
Fitch).

As of the cut-off date, March 1, 2005, the mortgage pool consists
of 607 conventional, fully amortizing, fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of approximately
$260,859,542.  The mortgage pool has a weighted average original
loan-to-value -- OLTV -- ratio of 68.15%.  The weighted-average
FICO score of the loans in the pool is 742, and approximately
68.77% and 4.94% of the mortgage loans possess FICO scores greater
than or equal to 720 and less than 660, respectively.

Loans originated under a reduced loan documentation program
account for approximately 21.07% of the pool, equity refinance
loans account for 22.49%, and second homes account for 2.50%.  The
average loan balance of the loans in the pool is approximately
$429,752.  The three states that represent the largest portion of
the loans in the pool are:

          * California (32.22%),
          * Virginia (9.82%), and
          * Maryland (5.41%).

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
'high-cost' or 'covered' loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points and/or fees.

For additional information on Fitch's rating criteria regarding
predatory lending legislation, please see the press release issued
May 1, 2003, entitled 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' available on the Fitch Ratings Web
site at http://www.fitchratings.com/

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers
except in the case of 32.5% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly-owned
subsidiary of the master servicer.  Approximately 26.6% of the
mortgage loans were purchased from and are being subserviced by
Provident Funding Associates, L.P., an unaffiliated seller.
Approximately 14.3% of the mortgage loans were purchased from
First Savings Mortgage Corp., an unaffiliated seller.  Except as
described in the preceding sentence, no unaffiliated seller sold
more than approximately 3.% of the mortgage loans to Residential
Funding.  Approximately 68.5% of the mortgage loans are being
subserviced by HomeComings Financial Network, Inc. (rated 'RPS1'
by Fitch).

U.S. Bank National Association will serve as trustee.  RFMSI, a
special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as two real
estate mortgage investment conduits.


SALOMON BROTHERS: Losses Cue S&P to Cut Two Classes to D Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
E-GF and F-GF of Salomon Brothers Mortgage Securities VII Inc.'s
commercial mortgage pass-through certificates series 2001-CDC to
'D' from 'CCC' and 'CCC-', respectively.  At the same time, the
ratings on classes C, D, E-NM, and F-NM remain on CreditWatch with
negative implications, where they were placed Dec. 17, 2004.

The downgrades of classes E-GF and F-GF reflect principal losses
incurred upon the liquidation of the last remaining hotel securing
the GF Hotel loan, which was originally secured by nine
properties.  The trust realized a $12.4 million loss in March
2005, which caused class E-GF to lose 50% of its remaining
$3.9 million principal balance.  Classes F-GF and G-GF (not rated)
lost 100% of their outstanding principal balances, $3.5 million
and $6.9 million, respectively.

The ratings assigned to classes C, D, E-NM, and F-NM remain on
CreditWatch with negative implications pending the receipt of
further information concerning the lease renewal of the major
tenant at 74 New Montgomery Street, a 119,481 square foot office
building in downtown San Francisco, which secures one of the two
remaining loans in the mortgage pool.


                         Ratings Lowered

           Salomon Brothers Mortgage Securities VII Inc.
      Commercial mortgage pass-through certs series 2001-CDC

                                Rating
                     Class   To       From
                     -----   --       ----
                     E-GF    D        CCC
                     F-GF    D        CCC-


                  Ratings Remain On Creditwatch

           Salomon Brothers Mortgage Securities VII Inc.
      Commercial mortgage pass-through certs series 2001-CDC

                     Class     Rating
                     -----     ------
                     C         BBB-/Watch Neg
                     D         BBB-/Watch Neg
                     E-NM      BB/Watch Neg
                     F-NM      BB-/Watch Neg


SALTIRE IND: Wants to Cut Insurance Benefits for 490 Retirees
-------------------------------------------------------------
Saltire Industrial Inc., wants to cut medical and life insurance
benefits for 490 retirees to "help preserve its remaining, and
limited, assets for distribution among its creditors," according
to a report by David A. Smith at the Republican-Standard.  Saltire
says the alternative is that the company will likely be forced to
file for Chapter 7, or liquidation, which would result in
immediate termination of all retiree benefits.

"Requiring the debtor to continue funding retiree benefits . . .
does not foster an equitable distribution of the debtor's estate,"
the company wrote in pleadings reviewed by Mr. Smith.  Since
August, Saltire said it has spent an average $82,000 monthly, or
more than $500,000, to cover retiree benefits.  Its plan, the
company argues, is "a necessary, if not critical element" of
settling its debts.  According to court papers, Saltire and its
Offiicial Committee of Unsecured Creditors negotiated the proposal
with the United Auto Workers.  The UAW represents about 200 of the
retirees.  Among other things, the plan calls for ceasing coverage
on April 30, then treating the amounts determined to be due
retirees as "general unsecured claims" against Saltire's estate.
Additionally, retirees would receive $500 cash payments no later
than May 6, though that amount would be credited against future
payouts from the estate.

The Honorable Burton R. Lifland will review the company's request
at a hearing on April 21 in Manhattan.

Headquartered in New York, New York, Saltire Industrial, Inc., fka
Scovill, Inc., and the successor to Scovill Manufacturing Co.,
manufactures diverse consumer and industrial products sold under a
variety of brand names.  The Company filed for chapter 11
protection on August 17, 2004 (Bankr. S.D.N.Y. Case No. 04-15389).
Albert Togut, Esq., at Togut, Segal & Segal LLP represents the
Debtor in its restructuring.  When the Debtor filed for
protection, it listed $1 million to $10 million in estimated
assets and $10 million to $100 million in estimated debts.


SAXON ASSET: Fitch Downgrades Class BF-1 to BB- from BB+
--------------------------------------------------------
Fitch Ratings has taken rating action on the following Saxon Asset
Securities Trust issue:

      Series 1999-5

            -- Class AF-1 affirmed at 'AAA';
            -- Class MF-1 affirmed at 'AA';
            -- Class MF-2 affirmed at 'A';
            -- Class BF-1 downgraded to 'BB-' from 'BB+'.

All of the mortgage loans in the series 1999-5 transaction were
either originated or acquired by Saxon Mortgage, Inc.  The
mortgage loans consist of fixed-rate sub-prime mortgage loans and
are secured by first liens, primarily on one- to four-family
residential properties.  As of the February 2005 distribution
date, the series 1999-5 transaction is 63 months seasoned, and the
pool factor (current mortgage loan principal outstanding as a
percentage of the initial pool) is approximately 16%.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $36.4 million of
outstanding certificates as detailed above.  The negative rating
action on the class BF-1 is taken due to worse than expected
performance of the underlying collateral in this transaction.  The
high level of losses incurred has resulted in the continuous
decline of overcollateralization -- OC, which is currently at
$1,792,421, or 3.80% of the collateral balance.  Target OC is
currently at $2,124,636, and the six-month average monthly loss,
after application of excess spread, is approximately $138,628.
The sixty-plus delinquencies (including bankruptcies,
foreclosures, and real estate owned) currently make up 17.67% of
the pool.

Fitch will continue to closely monitor this transaction. Further
information regarding current delinquency, loss, and credit
enhancement statistics is available on the Fitch Ratings website
at http://www.fitchratings.com/


SCHIRMER'S LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Schirmer's LLC
        2916 Annandale Road
        Falls Church, VA 22042

Bankruptcy Case No.: 05-10874

Type of Business: The Debtor sells outdoor furniture and
                  playground equipment.  See
                  http://www.schirmersllc.com/

Chapter 11 Petition Date: March 14, 2005

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Donald F. King, Esq.
                  Odin, Feldman & Pittleman
                  9302 Lee Highway, Suite 1100
                  Fairfax, VA 22031
                  Tel: (703) 218-2100
                  Fax: (703) 218-2160

Estimated Assets: Less than $50,000

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
Phillip Pollet                                          $420,000
R1 Box 10
Seagrove, NC 27341

Doug Pollet                                             $400,790
5833 Bever Hill Lane
Oak Ridge, NC 27310

Sundance Spas                                           $377,284
14801 Quarum Drive
Dallas, TX 75254

Brown Jordan Company                                    $266,363
1801 N. Andrews Ave.
Pompano Beach, FL 33069

Commonwealth of Virginia                                $228,929
Roseneath 3600 Center
Richmond, VA 23218

Doug Cashmere                                           $224,506
6509 Marjory Lane
Bethesda, MD 20817

Washington Post                                         $224,457
1150 15th Street
Washington, DC 20071

Potomac Bank of Virginia                                $200,000
9910 Main Street
Fairfax, VA 22031

Tropitone Furniture                                     $172,130
5 Marconi
Irvine, CA 92618

Pollet Enterprises, Inc.                                $152,057
1607 Battleground Avenue
Greensboro, NC 27408

Internal Revenue Service                                $127,796
P.O. Box 105887
Atlanta, GA 30348

Lane Acceptance Group                                   $110,870
4380 Highway 145
Tupelo, MS 38801

Nationwide Insurance                                    $104,912
P.O. Box 96040
Charlotte, NC 28296

Verizon (Directories)                                    $82,374
P.O. Box 64809
Baltimore, MD 21264

Carefirst Bluecross/Blueshield                           $74,365
840 First Street, NE
Washington, DC 20065

Best & Langston, Inc.                                    $73,862
2815 N. William Street, Suite F
Goldsboro, NC 27530

Comptroller of Maryland                                  $72,753
301 West Preston Street
Baltimore, MD 21201-2383

Woodard, Inc.                                            $64,970
168 North Clinton, 3rd Floor
Chicago, IL 60661

Childlife Inc.                                           $64,689
55 Whitney Street
Holliston, MA 01746

Winston Furniture                                        $63,808
540 Dolphin Road
P.O. Box 868
Haleyville, AL 35565


SECOND CHANCE: Relocating Operations from Michigan to Alabama
-------------------------------------------------------------
Second Chance Body Armor, Inc., is asking the U.S. Bankruptcy
Court for the Western District of Michigan for permission to
eliminate nearly 100 jobs and relocate its operations to Geneva,
Alabama, next month.  The Associated Press says Second Change Vice
President Matt Davis said the job cuts are necessary to emerge
from Chapter 11 Bankruptcy, and that the decision to move jobs to
south Alabama was made after a consultant determined that would
reduce overhead costs and improve cash flow.

In January 2005, the Bankruptcy Court gave Second Chance Body
Armor, Inc., permission to employ BDO Seidman, LLP as its
accountants and business and financial consultants.  William K.
Lenhart leads the team of BDO Seidman professionals working for
Second Chance.

The decision affects around 50 current employees and 48 who are on
furlough, Patrick Sullivan and Bill O'Brien at the Record-Eagle
report.  About 50 people who work in the company headquarters,
sales and marketing, research and development and administration
will remain in Central Lake, Michigan.

Messrs. Sullivan and O'Brien note that Second Chance's request
comes as the company is looking to the Bankruptcy Court for final
approval of a six-month financing agreement with Comerica Bank at
a hearing scheduled on April 4, 2005.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc. --
http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515).
Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets and
liabilities of $10 million to $50 million.  Daniel F. Gosch, Esq.,
at Dickinson Wright PLLC, represents the Official Committee of
Unsecured Creditors.  The Company's exclusive period to file a
chapter 11 plan is intact through June 1, 2005, and the company
has until June 17, 2005, to make decisions about whether to
assume, assume and assign, or reject its unexpired nonresidential
leases.


SOLUTIA INC: 74 Claims Transferred to Longacre Master Fund
----------------------------------------------------------
From July 21, 2004, to March 11, 2005, the Clerk of the
U.S. Bankruptcy Court for the Southern District of New York
recorded 64 claim transfers to Longacre Master Fund, Ltd. in the
chapter 11 cases of Solutia, Inc., and its debtor-affiliates:

        Transferor                               Claim Amount
        ----------                               ------------
        A Boilard Sons Inc.                         $14,564
        A&L Sandblasting & Painting Inc.            483,635
        AB Container Company, Inc.                   26,853
        Action Resources, Inc.                      105,392
        Adams & Ruxton Construction Co.             286,122
        AMBS Chemical Search                         18,250
        Associated Electro-Mechanics Inc.            84,621
        Austin Industrial Inc.                    1,657,578
        Bay Wood Products, Inc.                     138,784
        Brenntag Southeast Inc.                      41,745
        Cana-Tex LLC                                149,148
        Carrier Corp.                               108,851
        Cat Tech Inc.                                64,950
        Chemineer, Inc.                              75,700
        Ciba Specialty Chemicals Corp.              397,033
        Conam Inspector & Engineering Services Inc.  32,546
        Container Recycling Inc.                     12,000
        Contaminant Control Inc.                    311,068
        Deep South Crane Rentals                     92,812
        DSM Chemicals North America, Inc.           359,492
        Dupont Teijin Films                       1,794,015
        E.I. Du Pont De Nemours And Company       4,609,356
        Electronic Supply Co., Inc.                  14,811
        Enpro, Inc.                                  14,224
        Exam Inc.                                    39,727
        Greif Bros Corp.                            265,479
        Groundwater Services, Inc.                  163,033
        Heucotech Ltd,                               42,220
        Heucotech Ltd.                               39,960
        Hill Engineers, Architects, Planners, Inc.   45,933
        Hosokawa Bepex Corp.                        117,157
        Industrial Corrosion Controls, Inc.          22,855
        Industrial Waste Cleanup                     60,404
        Industrial Waste Cleanup Inc.                62,163
        JLM Industries Inc.                         518,400
        Martin Gas Sales Inc.                       275,698
        Naff's Welding & Fabrication                104,092
        Noble & Associates, Inc.                     68,936
        Norman Stein & Associates, Inc.              43,821
        O'Brien & Gere Engineers, Inc.               13,776
        Osterman & Co. Inc.                          69,210
        Perstorp Polyols Inc.                       117,055
        Plastics Distributors Company Inc.          106,464
        Potesta & Associates Inc.                   356,018
        Prayon Inc.                                  34,986
        Process Data Control Corp. and PDC Corp.    115,200
        Quad Chemical Corp.                          54,709
        R Knepper Construction Inc.                 154,154
        R&K Products and Services Inc.               83,933
        Recall Total Information Management          15,757
        Rexel United DBA Rexel Southern              40,258
        Rosenlew Inc.                               204,596
        Shield Pack Inc.                             91,051
        Shipping Utilities Inc.                      52,607
        Southern Management Company                  65,521
        Southern Metal Processing Co. Inc.           18,253
        Sowa Constructions Services Inc.             59,652
        Suburban Industries Inc.                     62,735
        Teris LLC                                   134,295
        The Advent Group, Inc.                       70,794
        The Hughes Group, Inc.                      206,748
        Twin Pines Coal Company Inc.                182,353
        Twitchell Corporation                        84,077
        Well Safe Inc.                              154,606

Fair Harbor Capital, as assignee, also transferred 10 claims to
Longacre:

        Transferor                               Claim Amount
        ----------                               ------------
        Advanced Communications Solutions, Inc.     $11,956
        AEP Industries                                6,298
        Basic Chemical Services, Inc.                10,619
        BlueRidge Solvent                            45,222
        Burner Design                                 2,403
        Electric Motors                               9,848
        Mitchell Machine                             24,720
        Patco Lumber Co.                             25,352
        Pressure Concrete                            15,466
        Stark Printing Co.                           25,917

As previously reported, Amroc Investments LLC, as assignee, had
transferred 31 claims to Longacre Master Fund, Ltd.

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)


SONEX RESEARCH: Liabilities Exceed Assets by More Than $1.6 Mil.
----------------------------------------------------------------
Sonex Research, Inc., retained legal counsel earlier this month to
prepare a response to a Complaint filed on February 9, 2005, in
the U.S. District Court for the Eastern District of Pennsylvania
by investors seeking the return of $175,000 in equity investments
made in Sonex during 2004 plus unspecified compensatory and
punitive damages.  The Company, which continues to experience cash
flow problems, has also arranged for the extension of the due
dates of various loans from shareholders, obtained additional
short-term loans, and is receiving the continued services by its
officers and a key consultant who are deferring compensation,
through the grant of security interests in its patents.

The Complaint was filed by Bruce W. Majer of Plymouth Meeting,
Pa., Allen W. Fortna of Whitehall, Pa., and the Hermitage
Partnership of Philadelphia, Pa.  The Investors purchased a total
of 700,000 shares of the Company's common stock at $.25 per share
and warrants to purchase an additional 700,000 shares exercisable
at $.25 per share.  The Complaint is an action for federal and
state securities fraud, common law fraud, and related claims by
the Investors who believe they were induced to purchase securities
based on a series of false and misleading statements, and is filed
against Sonex, its former President, CEO and director Roger D.
Posey, former director Jim Z.I. Williams, current CFO, Secretary
and director George E. Ponticas, and Dr. Andrew A. Pouring,
current Sonex Chairman of the Board, CEO and President.  Dr.
Pouring and Mr. Ponticas, who comprise the current management and
Board of Directors of Sonex, believe many aspects of the claims in
the Complaint are without merit and that the issuance of the
securities to the Investors was made in accordance with applicable
federal and state securities laws.

A response to the Complaint is expected to be filed before the end
of March 2005.  In securing legal representation, the Company was
required to remit a cash retainer of $12,000.  Dr. Pouring and Mr.
Ponticas each made loans to the Company of $5,000 to provide
sufficient funds for the retainer.  The acceptance of the two
loans has been incorporated into agreements granting first and
second security interests in the Company's patents applicable
primarily to a recent shareholder loan, compensation being
deferred with respect to services provided on an ongoing and
forward basis by Dr. Pouring, Mr. Ponticas and the consultant who
serves as the Company's Director of Business Development and
technical program manager; other past due notes payable to
shareholders; unpaid compensation for past services; and Company
credit card and equipment lease obligations personally guaranteed
by Dr. Pouring.

                       Going Concern Doubt

When HAUSSER + TAYLOR LLC audited Sonex's 2003 financial
statements, the firm expressed doubt about the company's ability
to continue as a going concern given its uncertain ability to
generate sufficient revenue and ultimately achieve profitable
operations, and significant net losses since inception.  Sonex's
Sept. 30, 2004, balance sheet shows $397,650 in assets and
liabilities topping $2 million.

                        About the Company

Sonex Research, Inc., a leader in the field of combustion
technology, is developing its patented Sonex Combustion System
(SCS) piston-based technology for in-cylinder control of ignition
and combustion, designed to increase fuel mileage and reduce
emissions of internal combustion engines.  Sonex plans to complete
development, commercialize and market its Sonex Controlled Auto
Ignition (SCAI) combustion process to the automotive industry to
improve fuel efficiency of gasoline-powered vehicles.
Additionally, independent third-party testing has confirmed the
potential of the SCS application for direct-injected diesel
engines to significantly reduce harmful soot in-cylinder without
increasing  fuel consumption.  Other SCS designs are being used to
convert gasoline engines of various sizes to operate on safer,
diesel-type "heavy fuels" for use in military and commercial
applications requiring light weight and safe handling and storage
of fuel, such as in UAVs (unmanned aerial vehicles).


SOUTHERN FAMILY: A.M. Best Says Insurer's Fin'l. Strength is Weak
-----------------------------------------------------------------
A.M. Best Co. downgraded the financial strength ratings of
Southern Family Insurance Company, Inc., and its affiliate,
Atlantic Preferred Insurance Company (both of Tampa, FL) to C
(Weak) from B (Fair) earlier this month.  The ratings have been
removed from under review and assigned a negative outlook.  As
requested by management of the parent, Poe Financial Group, as
well as referenced in its press release dated February 17, 2005,
the ratings for Southern Family and Atlantic Preferred will
subsequently be withdrawn and assigned an NR-4 (Company Request)
classification.  In addition, the NR-2 (Insufficient Size and/or
Operating Experience) classification of Florida Preferred Property
Insurance Company, an additional subsidiary of Poe Financial
Group, has been revised to NR-4.

The ratings of the companies had previously been downgraded and
placed under review with negative implications on December 28,
2004, in response to deterioration in risk-adjusted capitalization
and pending A.M. Best's review of management's planned
recapitalization initiatives.  As a result of continued
uncertainty regarding the financial condition and overall
strategic direction of Southern Family and Atlantic Preferred, the
companies were further downgraded on February 17, 2005.  A.M. Best
recently completed a preliminary review of year-end 2004
financials, which reflected further deterioration in risk-adjusted
capitalization.  This was driven by significant adverse reserve
development in hurricane losses and continued premium expansion.
These factors, combined with management's unwillingness to execute
a recapitalization plan to support the ratings, have resulted in
Southern Family and Atlantic Preferred being further downgraded.

For Best's Ratings, an overview of the rating process and rating
methodologies, visit Best's Rating Center at
http://www.ambest.com/ratings

For current Best's Ratings, independent data and analysis on more
than 3,000 individual property/casualty companies, groups and
industry composites, visit Best's Property/Casualty Center at
http://www.ambest.com/pc

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


SPIEGEL INC: Wants to Honor Eddie Bauer Employee Incentive Bonuses
------------------------------------------------------------------
Spiegel, Inc., and its debtor-affiliates anticipate that an
announcement pertaining to their proposed liquidation of Eddie
Bauer, Inc.'s Home Division will have a significantly adverse
effect on their ability to retain critical employees, particularly
those in management positions and those at the corporate level.
Moreover, the continued operation of the Home Division prior to
complete liquidation and the smooth-running of the liquidation
process depends on the services of certain key managers and the
maintenance of employee morale.

During the course of the liquidation process, the Debtors must
strive to maintain goodwill with and the best possible work
environment for all employees.

Accordingly, the Debtors seek the Court's authority to offer
certain non-normal course fixed sum incentives to identified key
employees, on an aggregate not to exceed $966,000, on the
condition that they remain in the Debtors' employ until they
complete necessary participation in the liquidation.

The Debtors believe that retaining key employees will allow them
to gradually maximize the value of their business and assets.

Marc B. Hankin, Esq., at Shearman & Sterling, LLP, in New York,
relates that the employee incentive bonus will be communicated to
the designated employees along with the employee's expected
termination date.  At the termination date, employees would
receive their normal course severance benefits as well as any
incentive bonus due and owing to them.

The Debtors have determined that the payment of up to $966,000
associated with the Employee Incentive Bonuses is more than
justified by the benefits that the Debtors expect to realize from
them, including boosting morale and discouraging resignations
among key employees, as well as incentivizing employees to
vigorously assist in preserving and enhancing the value of the
Home Division, pending an orderly and value-maximizing
liquidation.

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: Modifies Stay for Lounsbery to Pursue Lawsuit
----------------------------------------------------------
On January 31, 2002, Margaret Lounsbery commenced an action in
the Supreme Court of the State of New York, County of Onondaga,
seeking, inter alia, compensation for alleged injuries that
occurred in January 1999, as a result of the collapse of a bed
purchased from the Eddie Bauer Carousel Center store in Syracuse,
New York, in December 1997.

On September 25, 2003, Ms. Lounsbery filed Claim No. 2284 against
Eddie Bauer, Inc., for $35 million.

The parties stipulate and agree that:

    (a) The automatic stay will be modified solely to permit the
        parties to prosecute and defend against the Litigation and
        to take actions as are necessary to exercise their rights,
        provided, however, that Ms. Lounsbery may enforce or
        execute on any:

        -- settlement;

        -- judgment entered by a court of competent jurisdiction;
           or

        -- other disposition of the underlying claims in the
           Litigation only to the extent those claims are not
           first satisfied by any other defendant in the
           Litigation or by the proceeds from any of the Debtors'
           applicable liability insurance policies.

    (b) Ms. Lounsbery will retain the right to pursue any efforts
        to collect any amount from Bekins Van Lines, LLC, as co-
        defendant in the Litigation.

    (c) Ms. Lounsbery will not engage in any efforts to collect
        any amount from the Debtors or:

        * the Debtors' current and former employees, officers, and
          directors;

        * any person indemnified by the Debtors;

        * any person listed as an additional insured under the
          Debtors' liability insurance policies;

        * any direct or indirect parent corporations, affiliates
          or subsidiaries of the Debtors;

        * the officers, directors and employees of any parent,
          affiliate, or subsidiary of the Debtors; or

        * any other entity or individual sharing coverage with the
          Debtors.

        Ms. Lounsbery's Claim and any other bankruptcy claims that
        have been filed or asserted by Ms. Lounsbery are
        withdrawn.

    (d) Any settlement of the litigation will include a general
        release of all claims against the Debtors and the
        indemnities.

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)


STAAR SURGICAL: Auditors Doubt Going Concern Ability
----------------------------------------------------
STAAR Surgical Company, a leading developer, manufacturer and
marketer of minimally invasive ophthalmic products, reported
financial results for its fourth quarter and full year 2004, which
ended December 31, 2004, earlier this month.

Total product sales for the fourth quarter were $13,951,000,
compared with $12,753,000 for the same quarter last year and
$12,140,000 for the third quarter of 2004.  Excluding the impact
of changes in currency, fourth quarter 2004 total product sales
were $13,385,000, an increase of 4% over the fourth quarter of
2003.  During the fourth quarter, international ICL sales
increased 56% compared with the fourth quarter of 2003 and 31%
compared with the third quarter of 2004.

Total product sales for the year ended December 31, 2004 were
$51,685,000 compared with $50,409,000 for 2003.  Total revenue for
2003 was $50,458,000, which included royalties from technology
licenses that terminated as of March 31, 2003.  Excluding the
impact of changes in currency, total product sales for 2004 were
$49,482,000, a decrease of 2% over 2003.  For 2004, international
sales of the ICL increased 38% compared with 2003.  In addition,
international sales of the Company's pre-loaded silicone IOL
continued to gain momentum in the market.

Net loss for the fourth quarter of 2004 was $4,384,000, compared
with a net loss of $3,520,000 for the same period last year and a
net loss of $2,268,000 for the third quarter of 2004.  Net loss
for 2004 was $11,332,000, compared with a net loss of $8,357,000
for 2003.  Net loss for the fourth quarter and full year 2004
included a $500,000 reserve against the partially collateralized
notes of a former director.  The reserve represents approximately
$0.02 of the loss recorded during the fourth quarter and full
year.

STAAR exited the fourth quarter with approximately $9,312,000 in
cash, cash equivalents and short-term investments compared with
$11,842,000 in cash and cash equivalents at October 1, 2004 and
$7,286,000 at January 2, 2004.  STAAR's bank debt at the end of
the fourth quarter of 2004 was approximately $3,004,000.  Total
current liabilities, including the bank debt, were $13,480,000.

                       Going Concern Doubt

Due to the Company's recurring losses and negative cash flows, the
Company believes it is likely to receive an opinion from its
independent public accountants on its financial statements for the
year ended December 31, 2004, stating that there is substantial
doubt about the Company's ability to continue as a going concern.
The Company is taking steps to aggressively reduce operating
expenses and increase its revenues while at the same time
reviewing other strategic alternatives; however, there can be no
assurance that these measures will be successful.

With revamped and stronger teams in the areas of R&D, regulatory
and quality assurance, the Company began reducing its reliance on
outside consultants during the fourth quarter of 2004.  This
reduction in spending is expected to save the Company
approximately $1.0 million annually.  In early February 2005, the
Company implemented additional cost reduction strategies,
including the reduction in size of its direct sales force, which
is expected to result in another $1.0 million in annualized cost
savings.  The Company will continue to pursue other cost savings
opportunities with the goal of realizing a total of $3.0 million
in annual cost savings.

The Company does not expect to realize significant benefits from
the cost reductions in the first quarter of 2005 and estimates it
will use approximately $3.5 million of cash for operating
activities in that quarter.  While the benefit of the cost
reductions will be fully implemented in the second quarter, a
continued decline in U.S. sales could offset some of the savings
for future periods.  As a result of the level of cash available to
the Company to fund ongoing operations as well as new product
initiatives, STAAR Surgical is exploring opportunities to raise
additional resources.  These opportunities are in addition to
those the Company is exploring with Morgan Stanley, its investment
banker.

                   Morgan Stanley Exploring Alternatives

"[O]ur Board of Directors is working closely with Morgan Stanley,
to evaluate a number of strategic and financial alternatives,
including acquisitions, mergers, licensing agreements and
divestitures," said David Bailey, President and CEO of STAAR
Surgical.

"In addition, we are in the process of implementing further cost-
cutting strategies," continued Mr. Bailey.  "These coupled with
the cost-cutting strategies we implemented in the fourth quarter
of 2004 and in February 2005, should lead to annualized cost
savings of approximately $3 million.  Despite these aggressive
actions and considering our level of cash burn, we will need to
raise additional money to fund our ongoing operations.  We are in
the process of evaluating all of our options to accomplish this
goal.

"Regarding receiving approval for our Visian(TM) ICL by the Food
and Drug Administration, timing remains uncertain," continued Mr.
Bailey.  "Following our meeting with the FDA on January 27, 2005,
we believe that our Monrovia, California facility will be re-
audited, although we have not yet requested a re-audit and the
timing has not been determined.  However, we were encouraged by
the recent approval from the Office of Device Evaluation in
Washington, DC, of our application to allow our trial
investigators to continue enrollment of up to 75 eyes each month
in the ICL clinical investigation while the pre-market approval is
pending.

"Although international sales of our ICL and pre-loaded IOL
continue to meet or exceed our internal expectations, domestic IOL
sales remain challenging," continued Mr. Bailey.  "Sales of our
IOLs were down 11% during the fourth quarter of 2004 compared with
the same period last year.  However, we are optimistic regarding
our ability to bring to market our three-piece Collamer IOL and
insertion system, which is scheduled for shipment in the second
quarter of 2005.  We continue to believe that the introduction of
this new lens and injector system will greatly enhance our ability
to compete in this market."

Gross profit margin was 47.2% for the fourth quarter of 2004
compared with 56.6% for the same quarter last year and 50.2%
percent for the third quarter of 2004.  The decline in gross
profit was primarily due to increased costs of manufacturing
engineering and quality assurance, an increase in inventory
provisions, higher unit costs due to process changes and reduced
volume, and a shift in geographical and product mix.

Gross profit margin for the year ended December 31, 2004 was 50.6%
compared with 55.2% for 2003.  Essentially, the same factors
affecting the quarter affected the year.

Total selling, general, and administrative expenses in the fourth
quarter increased 8% to $10,399,000 compared with the same period
last year.  Marketing and selling expense decreased 3.3%, on lower
promotional costs in the U.S. partially offset by the negative
impact of foreign exchange rate changes.

R&D expense (which includes the expense of regulatory and quality
assurance activities) increased nearly 10% in the fourth quarter
compared to the same period last year, primarily due to costs
related to consultants utilized for the Company's ongoing
interactions with the FDA and to the costs of the redesign of the
three-piece Collamer IOL and insertion system.  These expenses
were partially offset by the decreased R&D costs of subsidiaries
as the Company consolidated these activities into one location.
R&D expense for the fourth quarter of 2004 decreased 11% compared
with the third quarter 2004.

General and administrative expenses for the fourth quarter of 2004
increased 13.2% compared with the fourth quarter of 2003 primarily
as the result of professional fees associated with compliance with
the Sarbanes-Oxley Act, increased legal fees and insurance
premiums.

"We are committed to protecting and enhancing shareholder value,"
continued Mr. Bailey.  "While we remain focused on resolving the
issues with the FDA to pave the way for an ICL approval in the
U.S. as well as rejuvenating sales of our cataract products, we
feel it is prudent to also consider strategic and financial
alternatives.  We believe that there may be several strategic and
financial alternatives available to us, and we are working
diligently to explore as many of them as possible."

                      About STAAR Surgical

STAAR Surgical is a leader in the development, manufacture and
marketing of minimally invasive ophthalmic products employing
proprietary technologies. STAAR's products are used by ophthalmic
surgeons and include the revolutionary VISIAN ICL(TM) as well as
innovative products designed to improve patient outcomes for
cataracts and glaucoma. STAAR's ICL has received CE Marking, is
approved for sale in 37 countries and has been implanted in more
than 40,000 eyes worldwide. It is currently under review by the
FDA for use in the United States.


STATION CASINOS: Good Performance Prompts S&P to Affirm Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas, Nevada-based Station Casinos, Inc. to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
owner of off-Strip casino properties, including its 'BB' corporate
credit rating.  Total debt outstanding was approximately $1.3
billion at Dec. 31, 2004.

"The outlook revision reflects Station's solid operating
performance in 2004 and continuing positive momentum in the first
quarter of 2005.  As a result its earnings growth, Station was
able to reduce debt leverage during 2004 while accomplishing
expansion projects and strategic acquisitions and land purchases,"
said Standard & Poor's credit analyst Michael Scerbo.  Standard
& Poor's expects Station's expansion and/or development projects
to accelerate over the next few years given the strength of the
company's business model and solid market momentum (i.e. Phase I
& Phase II of Red Rock Station and possibly the development of
Wild Wild West).  At the same time, expected free cash flow
generation should enable Station to achieve its development goals
while maintaining total debt to EBITDA in the 4x-4.5x range
(adjusted for operating leases).


TECO AFFILIATES: Confirmation Hearing Will Commence on April 5
--------------------------------------------------------------
On February 24, 2004, the U.S. Bankruptcy Court for the District
of Arizona approved the Stipulated Discovery Plan Concerning
Confirmation Hearing that was executed by the Teco Energy, Inc.,
and its debtor-affiliates, Citibank, N.A., as administrative agent
to the Debtors' prepetition lenders, Aretex LLC, and Franklin
Mutual Advisors, LLC.  The Discovery Plan provides for,
among other things:

    -- a stipulated timeframe for the parties to conduct
       discovery relating to confirmation of the Debtors' Plan of
       Reorganization;

    -- the scheduling of an initial confirmation hearing for
       April 5, 2005, to be used for administrative matters
       related to confirmation and as a pre-trial conference; and

    -- scheduling of continued confirmation hearings on April 19
       and 20, 2005.

Craig D. Hansen, Esq., at Squire, Sanders & Dempsey L.L.P., tells
Judge Case that a significant amount of the discovery requested
by the Non-Consenting Banks under the Discovery Plan relates to
the Non-Consenting Banks' objection based on the claim that
Citibank and all of the other Prepetition Lenders that executed
the Master Settlement and Restructuring Agreement dated
January 24, 2005, are insiders of the Debtors and that their
votes in favor of the Plan should not be counted for purposes of
determining whether there is an impaired accepting class pursuant
to Section 1129(a)(10) of the Bankruptcy Code.

Pursuant to the Discovery Plan, the Debtors, Citibank and the
Non-Consenting Banks engaged in an extensive discovery process,
resulting in the production of substantial amounts of
document discovery, and depositions.  Additionally, the Non-
Consenting Banks also requested from the Debtors, Citibank and
third parties a substantial amount of document discovery related
to their Insider Allegations.  The Non-Consenting Banks informed
the Debtors that they intend to take the depositions of numerous
individuals with respect to the Insider Allegations.

          Parties Seek New Confirmation Hearing Schedule

The Non-Consenting Banks do not believe that they will be
prepared to litigate the Insider Allegations as part of the
confirmation hearing dates currently scheduled for April 19
and 20, 2005.  The Debtors, however, want the Confirmation
Hearing concluded as quickly as possible, and certainly no later
than the end of May 2005, to provide continued stability to their
trading counterparties -- with whom they buy gas and sell power
-- and to take advantage of enhanced revenue opportunities as the
summer months approach.

The Debtors engaged in extensive good faith discussions and
negotiations with the Non-Consenting Banks and Citibank to reach
a mutually agreeable schedule to complete the contested
Confirmation Hearing in an efficient and expeditious manner.  As
a result of those negotiations, the Debtors, the Non-Consenting
Banks and Citibank agreed that the initial confirmation hearing
scheduled for April 5, 2005 should go forward as originally
contemplated.  The parties agreed that the Confirmation Hearings
on April 19 and 20 should be used primarily to present the
testimony -- both direct and by cross-examination -- of Houlihan
Lokey Howard & Zukin, PA Consulting LLC, and Jefferies & Co.
Houlihan and PA Consulting are expert witnesses who will testify
in support of the Plan, and Jefferies has been retained as an
expert witness by the Non-Consenting Banks.

The Debtors believe that it is unlikely that all of the expert
witness examinations will be completed by the end of the day on
April 20, and that an additional day to day-and-a-half of trial
time will be needed to complete the examinations.

Subject to the Court's calendar, the Debtors ask Judge Case to
schedule an additional day to day-and-a-half of trial time for
the purposes of concluding all expert witness examinations before
the end of April 2005.

The Debtors also intend to present the testimony of John Duff,
President of the Debtors, and, potentially, Michael Schuyler, who
is in charge of all of the Debtors' energy trading activities.
The Debtors believe that their case-in-chief in support of
confirmation, including all relevant cross examinations, can be
completed in approximately a day-and-a-half of trial time.

Accordingly, the Debtors ask the Court to schedule an additional
two days of trial time during the week of May 10, 2005.  The
Debtors believe that any unused Court time during the week of
May 10, can be used for purposes of oral argument with respect to
any confirmation objections that present primarily legal issues.

To complete the confirmation hearings concerning the Plan, the
Debtors also seek approximately four additional days of trial
time between the week of May 16 through May 27, 2005.  The
Debtors believe that this hearing time will be primarily used to
adjudicate the Insider Allegations of the Non-Consenting Banks.

The Debtors believe that both the Non-Consenting Banks and
Citibank agree with this timetable.

          Proposed Revised Confirmation Hearing Schedule

March 30, 2005      Parties to exchange non-expert witness lists.

April 1, 2005       Jefferies expert witness report and
                    supporting materials provided.

April 5, 2005       Commencement of Confirmation Hearing --
                    administrative matters and pre-trial
                    conference only.

April 8, 2005       Expert witness deposition of Houlihan Lokey,
                    PA Consulting and Jefferies to be completed.

April 14, 2005      Parties to exchange expert exhibit lists.

April 14, 2005      Written objections to confirmation of Plan of
                    Non-Consenting Banks to be filed.

April 19 & 20,      Continued confirmation hearing involving
2005                direct and cross examination of expert
                    witnesses.  The parties request up to two
                    additional hearing dates prior to the end of
                    April 2005 to complete examination of all
                    expert witnesses.

Week of May 9,      Continued confirmation hearing to:
2005 (2 Trial
Days Requested)     (a) complete Debtors' case-in-chief; and

                    (b) time permitting, oral argument on legal
                        issues relating to confirmation.

May 16 to 27,       Continued confirmation hearing to complete
2005 (4 Trial       trial of outstanding issues, including
Days Requested)     Insider Allegation of Non-Consenting Banks.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
(TECO Affiliates Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


TECO AFFILIATES: Will File Separate Operating Reports Under Seal
----------------------------------------------------------------
Judge Case of the U.S. Bankruptcy Court for the District of
Arizona gave his permission to Teco Energy, Inc.'s Panda Gila
River, L.P., Union Power Partners, L.P., Trans-Union Pipeline,
L.P., and UPP Finance Co. units to file their separate Monthly
Operating Reports under seal.

According to Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P., in Phoenix, Arizona, the Debtors sought permission from
the U.S. Trustee to file consolidated monthly operating reports.
However, the U.S. Trustee denied the Debtors' request, stating
that it prefers each Debtor entity to file Monthly Operating
Reports separately.

The Debtors believe that filing separate Monthly Operating
Reports would reveal very sensitive financial and commercial
information that their competitors could use to determine the
amounts at which they purchase natural gas and sell power.  That
would give the Debtors' competitors a competitive advantage over
them.

Since it is crucial to the Debtors' reorganization that their
competitors do not have access to the information contained in
the separate Monthly Operating Reports, the Debtors seek the
Court's permission to file their Monthly Operating Reports under
seal.

Mr. Hansen explains that the sensitive financial and commercial
information contained in the separate Monthly Operating Reports
qualify as "commercial information" under Section 107(b) of the
Bankruptcy Code, which should be filed under seal.

The Debtors assure the Court that they will voluntarily share the
separate Monthly Operating Reports with the U.S. Trustee,
Citibank, N.A., the administrative agent to the Debtors'
prepetition lenders, Aretex, LLC, and Franklin Mutual Advisors,
LLC, on the condition that the parties keep the Monthly Operating
Reports confidential.

Kelly Singer, Attorney for Panda Gila River L.P., will
voluntarily produce the records to agents, banks and the U.S.
Trustee subject to a confidentiality order.  Mr. Singer also
informs the Court that no objections were filed concerning the
Debtors' request.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
(TECO Affiliates Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


TORCH OFFSHORE: Balks at Committee's Request to Appoint a Trustee
-----------------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates object to their
Official Committee of Unsecured Creditors' request that the U.S.
Bankruptcy Court for the Eastern District of Louisiana appoint a
Chapter 11 Trustee in their bankruptcy proceedings.

The Debtors remind the Court that the appointment of a chapter 11
trustee is an extraordinary remedy imposed only in the most
unusual situations.  The Committee, Torch Says, presented to the
Court meritless claims which can't be supported by clear and
convincing evidences.

As previously reported, the Committee gave the committee three
reasons warranting appointment of a chapter 11 trustee:

    a) the proposed settlement with General Electric Capital
       Corporation are onerous and overreaching;

    b) the terms of the debtor-in-possession financing weren't the
       best that the Debtors could have negotiated and

    c) certain of the Debtor Professionals aren't disinterested.

Torch Offshore answered the Committee's allegations point by
point.

Torch Offshore states that GE, being a secured creditor, only
sought to foreclose its collateral.  GE can't be charged with
fraud, dishonesty, gross mismanagement or any other cause under
Section 1104(a)(1) of the Bankruptcy Code for wanting to
foreclose.

The Debtors again remind the Court that it has reviewed the DIP
Financing Agreement as well as the retention applications of King
& Spalding LLP, Raymond James & Associates, Inc., and Bridge
Associates LLC.  The Debtors are confident that the Court wouldn't
have approved the financing agreement as well as the retentions if
it found them unsatisfactory or questionable.

Torch Offshore adds that despite the Committee's thrust of
promoting the best interests of all parties-in-interest, it fails
to provide facts.  The Debtors point out that dissatisfaction with
business decisions of a debtor-in-possession isn't sufficient for
an appointment of a trustee.

The Debtors assure the Court that they are effectively managing
their estates as debtors-in-possession.  They challenge the
Committee to provide hard facts supporting its allegations that
Regions Bank and GE are taking control of the chapter 11 cases.

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: Gets Final Order on DIP Loan & Cash Collateral Use
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
granted Torch Offshore, Inc., and its debtor-affiliates final
approval:

   a) to obtain Postpetition Financing and grant Security
      Interests and Superpriority Administrative expense status
      pursuant to Sections 361, 362, and 364 of the Bankruptcy
      Code; and

   b) to use Cash Collateral pursuant to Section 363(c) of the
      Bankruptcy Code.

The Debtors are permitted to obtain Postpetition Financing up to
an aggregate amount of $8.9 million plus a Bonding Facility of up
to $2 million from Regions Bank and Export Development Canada to
be secured by a first priority priming lien on certain assets of
the Debtors.

Under the Debtors' Prepetition Loan Documents with Regions Bank,
Export Development, and other Lenders, they owe approximately
$15 million under a Prepetition Working Capital Facility,
$4,854,532 under a Term Loan from Regions, and $78,480,671 under
what's called the Midnight Express Facility, plus interest
accruing on amounts and fees, costs, expenses, and other charges
accrued, accruing, or chargeable with respect to the Loan
Documents.

           Postpetition Financing and Cash Collateral

The Postpetition Financing and use of the Cash Collateral are
under a Court-approved DIP Loan Agreement between the Debtors,
Regions Bank and Export Development.  Proceeds of the DIP
Financing and proceeds from the Cash Collateral are to be used
pursuant to a 13-week cash flow forecast, from Jan. 7, 2005, up to
April 1, 2005, as agreed from time to time between the Debtors and
the Lenders.

All loans under the DIP Loan Agreement will terminate and become
due and payable on April 1, 2005, which may be extended up to an
additional 90 days upon the written consent of the Lenders in the
exercise of their sole discretion and to be conditioned upon the
Lenders' receipt of a new 13-week cash flow forecast from the
Debtors.

The Debtors will use the proceeds from the DIP Financing and the
Cash Collateral to continue the operation of their businesses, to
minimize disruption of their business operations, to manage and
preserve their estates to maximize recovery to their creditors,
for general and administrative expenses, and funds for a
successful reorganization of their businesses.

The Lenders have consented to the Debtors' use of the full amount
of the Cash Collateral.  To adequately protect their interests,
the Lenders are granted a First Priority Priming Lien on the
Debtors' Prepetition Collateral and on their Postpetition Accounts
Receivables.

                  Relief from Automatic Stay

Upon the occurrence or in the Event of a Default:

  a) the DIP Lenders may immediately cease making advances on the
     DIP Financing, terminate the Debtors' Use of Cash Collateral,
     and exercise all rights and remedies under the DIP Loan
     Documents, without further order of the Bankruptcy Court; and

  b) during the continuation of an Event of Default and after
     providing seven business days' notice to the Debtors,
     the Debtors' counsel, and counsel to Huisman Special Lifting
     Equipment B.V., the DIP Lenders may exercise all rights and
     remedies against the DIP Collateral and Prepetition
     Collateral provided for in the DIP Loan Agreement, the
     Prepetition Loan Agreements, and all related Documents
     without further order from the Court.

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: Nasdaq Halts Common Stock Trading
-------------------------------------------------
Torch Offshore, Inc. (NASDAQ:TORCQ) received a notice from the
staff of The NASDAQ Stock Market that the NASDAQ Listing
Qualifications Panel has denied the Company's request for
continued listing of its common stock on the NASDAQ National
Market.  Accordingly, the Company's common stock is delisted from
the NASDAQ National Market effective Monday, March 28, 2005.

The Company plans to apply for its shares of common stock to be
quoted on the Pink Sheets, however no assurances can be made that
any broker or market maker will make a market in the Company's
common stock.  The "Pink Sheets" is a centralized quotation
service that collects and publishes market maker quotes in real
time, primarily through its Web site at http://pinksheets.com/

As of March 24, 2005, the Company's stock traded at $1.431.

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 CORP: Court Okays Escrow Bond Payments to U.S. Bank
-------------------------------------------------------
As previously reported, UAL Corporation and its debtor-affiliates
brought an adversary proceeding seeking a declaration that certain
bond agreements together with their Facilities Sublease with the
Regional Airports Improvement Corporation are part of a
"disguised" financing arrangement and not a true lease subject to
Section 365 of the Bankruptcy Code.

The RAIC issued:

     * $25,000,000 in aggregate amount of Adjustable-Rate
       Facilities Sublease Refunding Revenue Bonds, Issue of
       1984, United Air Lines, Inc. (Los Angeles International
       Airport); and

     * $34,390,000 in aggregate amount of Facilities Sublease
       Refunding Revenue Bonds, Issue of 1992, United Air Lines,
       Inc. (Los Angeles International Airport).

U.S. Bank is the indenture trustee with respect to the Bonds.

Pursuant to the Facilities Sublease, United is obligated to pay
to U.S. Bank certain rental payments that are equal to the
principal of, premium, if any, and interest on the Bonds.

The Bankruptcy Court granted summary judgment in favor of the
Debtors.  U.S. Bank, the RAIC and the City of Los Angeles
appealed from the judgment to the United States District Court
for the Northern District of Illinois.

Consequently, the District Court reversed the Bankruptcy Court's
judgment and granted summary judgment in favor of the Bond
Parties.  United has taken an appeal from the District Court's
order to the U.S. Court of Appeals for the Seventh Circuit.

As a result of Judge Darrah's ruling, the Debtors, U.S. Bank and
the RAIC stipulate and agree that:

  1) until final resolution of the matter, the Debtors are
     required to place sufficient funds into escrow to cover the
     outstanding payment obligations connected with the Bonds and
     certain related additional payment obligations; and

  2) U.S. Bank and the RAIC are barred from enforcing any
     remedies under any Bond Agreement on account of non-payment
     of obligations by the Debtors.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, says that the
Debtors want to cooperate with U.S. Bank, the RAIC and the City
as the matter progresses toward resolution.  Pursuant to the
parties' proposed Escrow Agreement, the Debtors will place
$9,128,625 into escrow, which represents the amounts due on the
Bonds for April 1, 2003, May 15, 2003, October 1, 2003,
November 15, 2003, April 1, 2004, May 15, 2004, October 1, 2004,
and November 15, 2004.  Going forward, the Debtors will deposit
$1,100,000 before each April 1 and October 1, and $1,182,156
before each May 15 and November 15, to be held in escrow.

The funds in escrow will be held in trust for the benefit of U.S.
Bank and the RAIC, and will be distributed pursuant to the terms
of the Escrow Agreement or further Bankruptcy Court order.

U.S. Bank and the RAIC argued that the Debtors should escrow
amounts due for fees and expenses and additional interest for
non-payment of amounts previously due.  The Debtors disagreed.
The parties consent to reserve these issues until a later date.

At the Debtors' request, Judge Wedoff approves the Stipulation
compelling the Debtors to escrow funds.

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


UAL CORPORATION: Files 12th Reorganization Status Report
--------------------------------------------------------
UAL Corporation and its debtor-affiliates report that they have
been negotiating with the International Association of Machinists
and Aerospace Workers and other unions on permanent wage and
benefit savings and pension alternatives.  The Debtors are
grateful for the breathing room the various sources of savings
have provided during the difficult winter months.  Nevertheless,
James H.M. Sprayregen, Esq., at Kirkland & Ellis, emphasizes that
the Debtors must have the cost savings derived from termination
and replacement of the defined benefit pension plans to procure
exit financing.

While progress has been made, the Debtors have been unable to
reach agreements with the IAM and the Aircraft Mechanics
Fraternal Association on long-term cost savings.  The
alternatives to pension termination and replacement that these
unions have proposed are either not feasible or do not provide
the necessary savings to satisfy the metrics required for exit
financing.

Mr. Sprayregen insists that termination and replacement of the
defined benefit pension plans is necessary due to the structural
changes in the airline industry.  The Debtors face revenue
pressure from low-cost carriers and price reductions by network
carriers.  Fuel prices have continued to increase.  Accordingly,
if there is no agreement on cost savings and pension issues with
the unions by April 11, 2005, the Debtors will seek voluntary
distress termination for each defined benefit pension plan.

On March 11, 2005, the Debtors transmitted new offers for
aircraft financing to the Aircraft Trustees.  The Debtors
proposed a litigation standstill in the pending antitrust and
other litigation for a negotiation period through May 15, 2005.
The Debtors promised that all negotiation-related communications
may not be used in subsequent litigation.  The Debtors proposed
to the Trustees an agreement not to attempt to repossess any
aircraft through May 15, 2005, if the Debtors increase their
adequate protection payments through that date.

The Debtors and Air Wisconsin Airlines Corporation are in the
process of negotiating an agreement to resolve the dispute over
the Jet Service Agreement by having the documents reviewed by a
neutral third-party.  The parties will present an agreement for
approval to the Court shortly.

The Debtors have successfully settled almost 700 preference
claims.  The settlements will bring the estates more than
$3,000,000 in cash and more than $2,300,000 in non-cash plus
other benefits.

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


UNISYS CORPORATION: Moody's Says Liquidity is Adequate for 2005
---------------------------------------------------------------
Moody's lowered the speculative grade liquidity rating of Unisys
Corporation to SGL-3 from SGL-2 based on increased potential for
future charges and impairments to decrease operating
profitability.  Following lower than expected financial
performance for 2004, Unisys received a waiver of a financial
covenant and amended certain financial covenants under its
$500 million unsecured credit facility.  The entire facility was
available for borrowing as of December 31, 2004.  The company
expects that first half 2005 results will be negatively impacted
by problems involving certain outsourcing contracts.

The speculative grade liquidity rating of SGL-3 for Unisys
Corporation (Ba1/negative outlook) reflects adequate liquidity
characterized by:

   (1) balance sheet liquidity of $661 million in cash and
       investments as of December 31, 2004;

   (2) accessible external liquidity;  and

   (3) expected free cash flow generation (cash flow from
       operations less capital expenditures) in excess of
       $50 million in 2005.

Moody's believes Unisys' current liquidity profile remains
sufficient to satisfy next twelve months' scheduled debt
maturities and capital spending requirements as well as cash
outflows related to restructuring activities and postretirement
benefit and pension contributions.

In recent quarters, operating and cash flow performance has
suffered as a result of underperformance on three outsourcing
contracts, unexpected deferral of enterprise server sales, and
delays in expected signings of service contracts.  Excluding
impairment and restructuring charges taken during the last two
quarters of 2004, operating margins were reduced to 3.1% from 7.2%
in 2003.  Full year GAAP profitability of $39 million fell from
$259 million in 2003, and would have been significantly negative
if not for a $97 million recorded tax benefit from favorable tax
audit settlements.

Free cash flow generation of $36 million ended well below
management's initial 2004 guidance of $100 million in free cash
flow (which was subsequently revised downward during the year).
Company expectations for 2005 free cash flow is for a minimum of
$50 million.  Moody's anticipates capital expenditures to average
about $95 million per quarter.  The 2005 cash flow includes
$65 million in cash outflows related to restructuring activities
recognized in September 2004, and a $30 million net tax refund
from the IRS.  The actions taken to reduce the company's cost
structure will target facility consolidation and headcount
reduction.  Expected annualized savings of $70 million should be
realized on a run rate basis by the end of 2005.

At December 31, 2004, Unisys had cash balances of $661 million,
invested in cash and other highly rated investments.  In January
2005, the company satisfied a $150 million scheduled debt maturity
from existing cash balances, reducing pro forma cash balances to
$511 million.  A sizable portion of Unisys' cash balance is
located offshore and only a small amount would not be available
for immediate repatriation, as a result of funds held in cash
restrictive environments.

The company maintains a $500 million multi-year unsecured
revolving credit facility, maturing in May 2006.  Following lower
than expected fourth quarter 2004 results, the company received a
waiver of one of its financial covenants.  The company also
amended certain financial covenants.  The company remains in
compliance and should have sufficient cushion under those
covenants throughout 2005.  An event of default on the revolver
could cause acceleration on certain Unisys obligations and a
termination of the accounts receivable securitization program.

Moreover, any aggregate default of $25 million on other Unisys
debt would constitute an event of default on the revolver.  As of
December 31, 2004, there were no outstanding borrowings under the
revolver and it could be accessed at the company's discretion.
Any potential future borrowings require material adverse change
representations as a condition to each borrowing.

In addition to the unsecured bank facility, the company has a
$225 million accounts receivable securitization program, subject
to availability.  As of December 31, 2004, $225 million of
receivables had been sold under the program.  The program contains
certain financial covenants and requires annual renewals with a
final expiry in December 2006.  Moody's believes Unisys will
remain within covenant compliance and expects the company to renew
and continue its reliance on the program.

At December 31, 2004, Unisys' total debt was $1.1 billion, with
its next material debt obligation of $400 million due in June
2006.

During January 2005, the company satisfied its maturing 7.25%
senior notes with existing cash balances, resulting in a pro forma
debt balance of $901 million.  Remaining cash balances are seen as
sufficient to satisfy short-term debt maturities and other
borrowings under various short-term uncommitted facilities.

In 2005, the company expects to contribute about $27 million to
its postretirement benefit plan and $70 million toward its
worldwide defined benefit pension plan.

In fiscal 2004, an aggregate $90 million was contributed toward
these plans.


UNITED RENTALS: Lenders Waive Default on Late Annual Report Filing
------------------------------------------------------------------
United Rentals, Inc. (NYSE: URI), disclosed that the lenders under
its secured credit facility have agreed the company may defer
providing 2004 audited financial statements until June 29, 2005.
The lenders also agreed to waive certain defaults arising from the
company's delay in filing its 2004 Report on Form 10-K.

United Rentals also disclosed results for 2004, while not yet
finalized, are expected to meet or exceed the outlook provided in
the third quarter earnings release on October 20, 2004.

                 Unaudited Financial Highlights

    * Total revenues increased 12.7% for the fourth quarter and
      8.4% for the full year 2004 to a record $3.11 billion.

    * Same-store rental revenues in the general rentals segment
      increased 13.1% for the fourth quarter and 10.9% for the
      full year.

    * Rental rates increased 7.4% for the fourth quarter and 7.5%
      for the full year.

    * Cash flow from operations was $761 million for the full
      year.

    * Free cash flow was $385 million after total rental and non-
      rental capital expenditures of $635 million.

    * The total cash balance at December 31, 2004 was
      $302 million, an increase of $223 million from 2003.

    * The company determined, in the course of Sarbanes-Oxley
      testing, that the provision for income taxes was higher than
      required for periods prior to 2004; the company will restate
      pre-2004 results to reduce the provision for income taxes by
      a total of approximately $25 million.

                  Selected Business Highlights
                    Unaudited Financial Data

The company will delay finalizing its 2004 results and filing its
Report on Form 10-K to allow additional time to review matters
relating to the previously announced SEC fact-finding inquiry.
The company believes this delay will extend beyond the Form 10-K
due date, including the 15-day extension period.  This delay will
also give the company time to complete work on the income tax
restatement and its evaluation and testing of internal controls
and other items described below.  The selected financial data and
2004 outlook provided in this press release are unaudited and
subject to change based on completion of the audit or the outcome
of the SEC inquiry or internal review.  This data should not be
viewed as a substitute for full financial statements or as a
measure of the company's performance.

Total revenues for the fourth quarter of 2004 were $836.4 million,
an increase of 12.7% compared with $742.2 million for the fourth
quarter of 2003.  Dollar utilization for the fourth quarter of
2004 was 62.9%, an increase of 4.6 percentage points from the
fourth quarter of 2003.  The size of the rental fleet, as measured
by the original equipment cost, increased to $3.7 billion at
December 31, 2004 from $3.5 billion at December 31, 2003.  The age
of the rental fleet was 40 months at the end of 2004 and 2003.

Total revenues for the full year 2004 were $3.11 billion, an
increase of 8.4% compared with $2.87 billion for 2003.  Dollar
utilization for the full year 2004 was 60.1%, an increase of
3.0 percentage points from the prior year.

Cash flow from operations was $761.0 million for the full year
2004 and proceeds from rental equipment sales were $235.2 million.
Total capital expenditures were $634.6 million in 2004 compared
with $377.9 million in 2003.  After capital expenditures, free
cash flow was $385.1 million for the full year 2004 compared with
$145.7 million for the full year 2003.

                    General Rentals Segment

The general rentals segment includes the rental of more than 600
types of construction, aerial, industrial and homeowner equipment
as well as related sales and service.  General rentals segment
revenues were 92% of total revenues for the full year 2004.

Fourth quarter 2004 revenues for the general rentals segment were
$771.7 million, an increase of 15.7% compared with $667.3 million
for the fourth quarter of 2003.  Rental rates for the fourth
quarter of 2004 increased 7.4% and same-store rental revenues
increased 13.1% from the fourth quarter of 2003.  Rental revenues
generated by sharing equipment among branches were 12.6% of
segment rental revenues for the fourth quarter of 2004 compared
with 12.1% for the fourth quarter of 2003.

Full year 2004 revenues for the general rentals segment were
$2.85 billion, an increase of 12.4% compared with $2.54 billion
for 2003.  Rental rates for the full year 2004 increased 7.5% and
same-store rental revenues increased 10.9% from 2003.  Rental
revenues generated by sharing equipment among branches were 11.8%
of segment rental revenues for the full year 2004 compared with
11.5% for the full year 2003.

                    Traffic Control Segment

The traffic control segment includes the rental of equipment for
controlling traffic as well as related services and activities.
Traffic control segment revenues were 8% of total revenues for the
full year 2004.

Fourth quarter 2004 revenues for the traffic control segment were
$64.7 million compared with $74.9 million for the fourth quarter
of 2003, a decline of $10.2 million or 13.6%.

Full year 2004 revenues for the traffic control segment were
$254.9 million compared with $330.2 million for 2003, a decline of
$75.3 million or 22.8%.

            CEO Comments on Performance and Outlook

Wayland Hicks, chief executive officer said, "2004 was an
important year for United Rentals.  We surpassed $3 billion of
revenues for the first time and our free cash flow of $385 million
was the highest in our company's history.  Our intense efforts to
improve rental rates resulted in a 7.5% rate improvement in 2004,
our highest annual increase.

"Our revenue growth of 8.4% continues to outpace our primary end
market, private non-residential construction, which recovered 4%
in 2004 according to Department of Commerce data.  This
achievement reflects strong revenue growth of 12.4% in our general
rentals segment, partially offset by continued weakness in our
traffic control segment.

"Our 2005 outlook is for total revenues of $3.4 billion. This
outlook assumes 11% revenue growth in the general rentals segment,
partially offset by a continued decline in our traffic control
segment. Growth in general rentals is expected to be driven by
continuing our rate initiatives, targeted for at least a 5%
increase in rental rates; expanding our rental fleet; the planned
opening of 30 to 35 new locations; and increasing contractor
supplies revenues 25%. Our outlook assumes continued modest growth
in non-residential construction which, despite growth in 2004, is
still about 20% below peak historical levels.

"We'll finalize our results as soon as possible. However, it's
important to take the extra time needed to review matters related
to the SEC inquiry.  In the interim, we have provided selected
unaudited financial data that highlights our progress over the
past year.

"We continue to feel positive about industry fundamentals and the
direction of our business. We remain focused on our goals of
driving revenue growth, improving our margins and increasing our
return on capital.  We plan to achieve these goals primarily
through strong organic growth and new branch openings."

              SEC Non-Public Fact-Finding Inquiry

The SEC is conducting a non-public fact-finding inquiry of the
company.  The company is cooperating with the SEC, continues to
provide information to the SEC and has formed a special committee
of independent directors with separate counsel to review matters
relating to the SEC inquiry.  The inquiry appears to relate to a
broad range of the company's accounting practices and does not
seem to be confined to a specific time period.

       Restatement of Financial Results for Prior Periods
          to Reduce Income Tax Expense and Other Items

During testing of the company's internal controls, as required by
Section 404 of the Sarbanes-Oxley Act, the company determined that
the provision for income taxes was higher than required for
periods prior to 2004.  The company has not finally determined the
impact this will have on specific periods, but estimates the
correction of this will result in a decrease in the provision
for income taxes for prior years by a total of approximately
$25 million, with a corresponding increase in net income.

The company expects that it will restate its financial statements
for the years 1999 through 2003 to correct the income tax
provision.  Accordingly, investors are cautioned not to rely on
the company's historical financial statements.

The company has determined that the control deficiencies that
resulted in the income tax provision being higher than required
represented a material weakness in the company's internal controls
over financial reporting at December 31, 2004.  The company
believes that it has taken adequate measures to remedy this
weakness.

As previously reported, the company identified a material weakness
in the third quarter partially relating to its self-insurance
reserve estimation and evaluation process.  The company is
conducting additional testing of the process and reserve levels in
2004 and prior periods.

The company is also evaluating whether a material weakness exists
relating to a deficiency in reconciling physical inventory
quantities to accounting records for certain types of bulk rental
equipment inventory, which had an unreconciled difference of
approximately $4 million.

The company does not believe that any deficiency that has been
identified would adversely impact the 2004 outlook or the selected
unaudited financial data provided.  However, the company's
evaluation and testing of internal controls, including testing of
any remediation of deficiencies, has not yet been completed. There
can be no assurance as to the outcome of this testing or that
additional material weaknesses will not be identified or
adjustments required.

United Rentals, Inc., is the largest equipment rental company in
the world, with an integrated network of 730 rental locations in
47 states, ten Canadian provinces and Mexico.  The company's
12,700 employees serve construction and industrial customers,
utilities, municipalities, homeowners and others.  The company
offers for rent over 600 different types of equipment with a total
original cost of $3.7 billion.  United Rentals is a member of the
Standard & Poor's MidCap 400 Index and the Russell 2000 Index(R)
and is headquartered in Greenwich, Connecticut.  Additional
information about United Rentals is available at
http://www.unitedrentals.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Fitch Ratings initiates coverage on United Rentals, Inc. -- UR --
and its principal operating subsidiary United Rentals, Inc.  North
America -- URNA. The ratings are:

   United Rentals, Inc.:

   -- Subordinated debt 'B'.

   United Rentals, Inc. (North America) (Guaranteed by United
   Rentals, Inc.):

   -- Senior secured debt 'BB';
   -- Senior unsecured debt 'BB-';
   -- Subordinated debt 'B'.

Fitch says the Rating Outlook is Stable.  Approximately
$3.1 billion of securities are covered by Fitch's actions.

As reported in the Troubled Company Reporter on Sept. 1, 2004,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and its other ratings on United Rentals (North
America), Inc., on CreditWatch with negative implications.  The
action followed the announcement by the company that it received
notice from the SEC of a non-public, fact-finding inquiry of the
company.  Although no specific reason or scope has been cited for
the investigation, the notice was accompanied by a subpoena
requesting the production of documents relating to certain of the
company's accounting records.


USG CORPORATION: L&W Wants to Enter Into New Real Property Leases
-----------------------------------------------------------------
Before they filed for bankruptcy, USG Corporation and its
debtor-affiliates routinely entered into agreements for the lease
of non-residential real property for use in operating their
businesses.  The majority of the Leases are for locations in which
Debtor L&W Supply Corporation operates distribution centers.  L&W
stocks a wide range of construction materials and delivers
construction materials to a job site and places them in areas
where work is being done.  L&W conducts its operations through
approximately 185 centers located in 36 states, most of which are
leased from third parties.

The Debtors also have various other Leases for, among other
things, warehouse and office space.  On the average, the Debtors
enter into approximately 70 lease transactions each year, each
with an average five-year term.  In addition, the aggregate
rental payments over the initial term of each lease generally
does not exceed $5 million.

Since the Petition Date, certain of the Debtors' leases expired
according to their terms, and the Debtors either extended the
terms or executed new leases for the same locations.  The Debtors
also periodically identify new locations that are strategically
beneficial or required for business operations, and enter into
new leases with respect to these sites.  Because entry into
leases for those new and existing locations is in the ordinary
course of their businesses, the Debtors have not sought Court
approval for those lease transactions.

A number of the Debtors' new or existing landlords have stated
that they will not enter into leases with the Debtors without
specific authorization from the Court.  While the Debtors have
indicated to those parties that no Court order is required, and
while the Debtors believe that some landlords generally would
agree with their position, some appear unwilling to take any
"risk" on the issue.  Instead, the landlords want the comfort of
a Court order confirming the Debtors' inherent authority to enter
into the new leases.

Given the volume of their leasing activity, the Debtors relate
that it would not be cost-effective, and it would be an
unnecessary burden on the Court, to seek individual authority for
each lease where a landlord might demand court authorization.
The Debtors, therefore, ask the Court to enter an order
authorizing them to enter into new leases or amend existing
leases, provided that the base rent due under each lease or
amended lease does not exceed $5 million.  With respect to an
amendment to a lease, the base rent due under any extended term
would not exceed $5 million.

The Debtors believe that these procedures will ensure their
continued and uninterrupted leasing of strategic locations, which
is necessary for the efficient operation of their businesses.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/--throughits 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)


V-ONE CORP: Proginet is Offering $2.05 Million to Buy Assets
------------------------------------------------------------
V-ONE Corporation is asking the U.S. Bankruptcy Court for the
District of Maryland, Greenbelt Division, to approve a debtor-in-
possession credit facility from Proginet Corporation (OTCBB: PRGF)
and allow an expedited sale of its assets to Proginet.

Kevin J. Shay, writing for The Business Gazette, reports that
Proginet Corp., a Garden City, N.Y., developer of security
software, is offering $2.05 million to buy V-ONE's assets.

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

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

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


VALLEY MEDIA: Can Start Soliciting Acceptances of Liquidating Plan
------------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the Disclosure Statement explaining
Valley Media, Inc.'s Liquidating Chapter 11 Plan.  Judge Walsh
determined that the Disclosure Statement contained "adequate
information" within the meaning of Section 1125 of the Bankruptcy
Code.

Valley Media is now authorized to solicit acceptances of its plan
from creditors.  Objections, if any, to the Plan must be filed by
April 29, 2005, at 4:00 p.m.  The Court will convene a hearing on
May 6 at 9:00 a.m. to discuss the merits of the Plan.

As previously reported, Valley Media filed its Liquidating Plan on
Feb. 9, 2005.

The Plan provides for the liquidation and distribution of all of
Valley Media's assets to all holders of allowed claims and
interests.  Valley Media projects that it will have approximately
$1.4 million to $2.4 million of cash on hand on the Effective
Date.  It also intends to pursue $66 million of litigation claims
and avoidance actions to increase the amount of money available
for distribution to creditors.

A Liquidating Trust will be established on the Effective Date.
All assets of the estate including litigation claims and avoidance
actions will be transferred to the Trust for redistribution to
creditors.

Administrative claims, secured claims and priority claims will be
paid in full on the Effective Date.

General unsecured creditors are expected to recover $0.006 to
$0.023 on the dollar.

Subordinated claims and equity holders get nothing under the Plan.

Headquartered in Woodland, California, Valley Media, Inc. --
http://www.valleymedia.com/-- was a full-line distributor of
music and video entertainment products.  The Company filed for
chapter 11 protection on November 20, 2001 (Bankr. D. Del. Case
No. 01-11353).  Bernard George Conaway, Esq., at Fox Rothschild
LLP, Christopher A. Ward, Esq., at The Bayard Firm, Christopher
Martin Winter, Esq., at Duane Morris LLP, et. al. represent the
Debtor.  When the Debtor filed for protection from its creditors,
it listed $241,547,000 in total assets and $259,206,000 in total
debts.


VANGUARDE MEDIA: Liquidation Brings Void to Black Community
-----------------------------------------------------------
The Hilltop, the student-run newspaper at Howard University,
reports that Vanguarde Media, publishers of Savoy, Honey and Heart
& Soul magazines, is going out of business and all three of its
magazines will become extinct.

"In a market where there are not many black magazines to begin
with, it can feel like a major loss when a black magazine does not
survive.  We have already seen the end of BET Weekend, Emerge,
Impact, and Code, just to name a few, and now loosing three black
magazines at once is a detrimental blow," the paper said.

The Hilltop relates that Keith Clinkscales, who was the chairman
and CEO of Vanguarde, stated that his efforts to raise funds in
order to keep the business operating had been unsuccessful.
Provender Capital Group, Vanguarde's primary financial backer,
blamed the shutdown on "dramatically lower advertising revenue due
to the downturn in the economy."

The Hilltop says that Vanguarde's bankruptcy will put
approximately 70 people out of work, "but the loss of this company
will be lamented by a much greater number of people."

Vanguarde Media, Inc., and Vanguarde Holdings, Inc., publishes
magazines for the urban woman, the affluent African-American, and
people in the urban music business.  The company filed for Chapter
11 Protection on November 26, 2003 (Bankr. S.D.N.Y. Case No.
03-17509).  Ira A. Reid, Esq., at Baker & McKenzie represents the
Debtors.


VERTIS INC: Moody's Junks $348 Million 9.75% Sr. Secured Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded all ratings of Vertis,
Inc., including its:

   * $343 million 9.75% senior secured second lien notes due 2009
     -- to B3 from B2

   * $348 million 10.875% senior notes due 2009 -- to Caa1 from B3

   * $284 million 13 1/2% senior subordinated notes due 2009
     -- to Caa2 from Caa1

   * Senior implied rating -- to B3 from B2

   * Issuer rating -- to Caa1 from B3

The ratings outlook remains negative.

The downgrade reflects a heightening of competitive pressure in
virtually all of Vertis's markets, lack of sustained recovery from
the recent market slump in insert spending, and continued setbacks
in its UK operations.  The company has failed to meet Moody's
expectations for top line growth and leverage reduction.  Moody's
expects that Vertis's cash flow generation will be insufficient to
materially reduce leverage in the intermediate term.

The ratings recognize Vertis's scale, its solid market position in
the newspaper insert and direct mail businesses and the experience
of its management team.

Vertis's leverage stood at approximately 6.6 times total debt to
EBITDA at the end of December 2004.  Adjusting for the
securitization facility, parent mezzanine debt, and unfunded
pension obligations, leverage stood at 7.5 times, which is a fully
leveraged profile.  Based upon a valuation of 6.5 times, Moody's
considers that full recovery prospects are unlikely in a distress
scenario.  In particular, the Caa2 senior subordinated note rating
underscores the weak asset protection coverage afforded to junior
debtholders.  Moody's does not rate $158 million in holding
company mezzanine debt, which is structurally subordinated to all
operating company obligations, and represents the company's most
junior debt obligation.

Because newsprint costs are passed-through to Vertis's customers,
recent increases in newsprint costs have created an appearance of
top line improvement.  Weakness in the US dollar has similarly
provided support to Vertis's top line masking a weakness in the
fundamentals of its European business model.  Moody's estimates
that, adjusting for pass-through costs, Vertis's 2004 North
American revenues would have been relatively flat and, adjusting
for currency changes, its European operations would have shown a
top line decline around 10% over the prior year.

After three quarters of rebounding performance, Vertis's fourth
quarter 2004 North American EBITDA slipped by 9% over the prior
year, while its European business recorded EBITDA losses.

At the end of December 2004, Vertis recorded liquidity of
$116 million mainly represented by availability under its new
unrated $200 million senior secured credit facility.  Moody's
considers that this level of liquidity will be ample to cover
Vertis's seasonal working capital needs.

In December 2004, the company put into place a new $200 million
asset based senior secured revolving credit facility with only one
financial covenant (a minimum EBITDA level) providing greater
flexibility than its prior cash flow based revolver.  Moody's
expects that the company will successfully renew its $130 million
off-balance sheet accounts receivable securitization facility
which matures in 2005.

The negative outlook incorporates Moody's expectation that sales
and cash flow will remain pressured by competitive elements in the
near-term and that any improvement in volume will continue to be
offset by tighter pricing.  Importantly, Vertis's UK operations
have begun to create a drain on the company's financial resources.
Moody's will continue to monitor the results of the recent UK
restructuring initiatives.

Ratings lift is unlikely in the near term.  The company's
pressured financial condition is largely the result of factors
outside of management's control.  Excess capacity in the insert
business continues to result in a buyers market, where a
relatively small group of national retailers can dictate ever-
lowering price points in an increasingly commoditized environment.

Vertis, Inc., a leading provider of integrated advertising
products and marketing services, recorded 2004 revenues of
$1.6 Billion.

The company is headquartered in Baltimore, Maryland.


WHX CORP: U.S. Trustee Appoints 3-Member Creditors Committee
------------------------------------------------------------
The United States Trustee for Region 2 appointed three creditors
to serve on the Official Committee of Unsecured Creditors of
WHX Corporation's chapter 11 case:

  1. Steel Partners II, L.P.
     Attn: Jack Howard and Terrye Dewey
     590 Madison Avenue, 32nd Floor
     New York, New York 10022
     Phone: 212-758-3232 x 120

  2. Pension Benefit Guaranty Corporation
     Attn: Garth Wilson
     1200 K Street, N.W.
     Washington, D.C. 20005-4026
     Phone: 202-326-4020 x. 3878

  3. J.P. Morgan Trust Company, National Association
     Attn: Harold L. Kaplan and Mark F. Hebbeln
     6525 West Campus Oval
     New Albany, Ohio 43054
     Phone: 312-569-1000

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

Headquartered in 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.


WHX CORP: PwC Approved as Independent Auditors & Tax Advisors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave WHX Corporation permission, on an interim basis, to employ
PricewaterhouseCoopers LLP as its independent auditors and tax
advisors.

PricewaterhouseCoopers will:

   a) perform an audit of the Debtor and its non-debtor
      subsidiaries' consolidated financial statements and their
      internal control over financial reporting, and perform tests
      of the accounting records and its related procedures;

   b) prepare reports on the consolidated financial statements and
      the schedules supporting those financial statements, and
      prepare management's assessment regarding the effectiveness
      of the Debtor's internal control over financial reporting;

   c) assess the accounting principles used and significant
      estimates made by management, and evaluate the overall
      consolidated financial statement presentation;

   d) obtain an understanding of internal control over financial
      reporting, evaluate management's related assessment, test
      and evaluate the design and operating effectiveness of
      internal control over financial reporting;

   e) review the condensed consolidate balance sheets of the
      Debtor as of March 31, June 30 and September 30, and the
      related condensed consolidated statement of operations and
      cash flows for the quarterly and year-to-date reports and
      other quarterly reports;

   f) analyze accounting issues and advices to the Debtor's
      management regarding the proper accounting treatment of
      event, and review and comment on the Debtor's documents to
      be filed with the SEC; and

   g) provide all other auditing and tax advisory services as
      requested and agreed by the Debtor and PWC.

Richard W. Ellis, C.P.A., a Partner at PricewaterhouseCoopers,
discloses that the Firm received a $40,000 retainer.

Mr. Ellis reports PricewaterhouseCoopers' professionals bill:

    Accounting Advisory:
    Designation                           Hourly Rate
    -----------                           -----------
    Partners                              $603 - $748
    Directors/Senior Managers/Managers    $284 - $458
    Senior/Staff Accountants              $174 - $186
    Paraprofessionals                      $81 - $100

    Advisory Services:
    Designation                           Hourly Rate
    -----------                           -----------
    Partners/Principals/Directors         $695 - $755
    Senior Managers/Managers              $360 - $497
    Senior Associates                     $258 - $271

    Tax Services:
    Designation                           Hourly Rate
    -----------                           -----------
    Partners/Principals/Directors         $539 - $803
    Senior Managers/Managers              $300 - $521
    Senior/Staff Consultants              $240 - $252

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

The Court will convene a hearing at 11:30 a.m., on March 31, 2005,
to consider the Debtor's request to employ PWC on a permanent
basis.

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.


WILLIAMS PROD: Moody's Reviews B2 Debt Rating for Possible Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Williams
Production RMT Company (RMT, B2 Senior Implied) under review for
possible upgrade.  This action reflects the continuing progress
that The Williams Companies, Inc. (Williams, Ba3 Senior Implied)
has made in its domestic exploration and production business,
including consistent reserves replacement, competitive finding and
development costs, increased production and reduced leverage.  The
review for possible upgrade recognizes improvements disclosed for
Williams E&P, but further analysis is necessary to quantify the
ratings for RMT specifically.

From mid-2002 through the first half of 2004, Williams
restructured its business primarily by selling assets, including
oil and gas properties, to reduce debt.  Williams also limited its
capital spending during this period, reducing drilling activity to
one rig for a period of time.  During 2004, Williams E&P resumed a
more normal pace of development activity and, as a result,
increased its total domestic proved reserves by 10%, to
498 million barrels of oil equivalent, and its proved developed
reserves by 16% over the comparable year end 2003 values.
Williams E&P replaced 248% of its 2004 production from all sources
and 236% organically (extensions and discoveries, net of
revisions).

This continues Williams E&P's recent trend of consistent reserves
replacement with 3-year reserves replacement from all sources and
from the drillbit both at about 200%.  Williams E&P replaced its
production at competitive F&D costs.  Both all-sources and organic
F&D for 2004 were about $5.60 per boe, somewhat higher than its 3-
year all-sources F&D of $5.10 and 3-year organic F&D of $5.23 per
boe.

Williams E&P's total 2004 domestic production increased less than
3% over full year 2003, reflecting stronger production early in
2003 and production from properties sold in 2003 as well as the
reduction in drilling activity noted earlier.  More importantly,
Williams E&P increased its production in each successive quarter
of 2004 with 4Q04 production 27% higher than 4Q03.  Total 2005
production is expected to increase an additional 24% over 2004.
Williams E&P's financial performance did not improve as much
because a significant proportion of its 2004 production was hedged
at below market natural gas prices.  Many of these hedges have
rolled off and Williams E&P should benefit from the current high
commodity price environment as less than half of its projected
2005 production is hedged.

Williams tendered for the senior unsecured notes at RMT in 2004,
reducing total debt from $650 million at the beginning of the year
to $525 million by year end.  The combination of lower debt levels
and higher proved developed reserves reduced RMT's leverage, as
measured by debt per proved developed barrel of oil equivalent
(debt per PD boe), from just over $6.00 at the end of 2003 to
below $4 per PD boe at year end 2004.

The ratings review will include analysis of RMT's final year end
2004 reserves, including the mix of PD and proved undeveloped
reserves, F&D costs, expected 2005 production, leveraged full-
cycle ratio for both 2004 and projected 2005, and leverage,
including any further debt reduction plans.  The review will also
incorporate today's announcement that Williams E&P intends to
accelerate its development activity in the Piceance Basin of
western Colorado by contracting for 10 additional drilling rigs
starting late in 2005.  The increased drilling activity addresses
one ratings concern, which is Williams E&P's high percentage of
PUD reserves.  However, this will also significantly increase
capital spending, which will be evaluated in the context of
Williams E&P's expected cash flow from operations.

RMT is an indirect wholly owned subsidiary of Williams that owns
and operates natural gas properties in the Piceance Basin of
western Colorado and the Powder River Basin of northeastern
Wyoming.  These two basins represented 71% of Williams E&P's year
end 2004 total domestic proved reserves and 72% of Williams E&P's
2004 domestic natural gas production.

Ratings placed under review include those of Williams Production
RMT Company.

Williams Production RMT Company, an indirect wholly owned
subsidiary of The Williams Companies, Inc., is an independent
exploration and production company headquartered in Tulsa,
Oklahoma.


WORLDCOM INC: Settles Dispute Over 10 Champion Comms. Claims
------------------------------------------------------------
The Reorganized WorldCom, Inc., its debtor-affiliates and Champion
Communications, Ltd., are parties to an Agreement for MCI 900
Service Billing and Collection.

The Reorganized Debtors rejected the 900 B&C Agreement.

The Reorganized Debtors owe Champion certain amounts on account of
prepetition indebtedness under the 900 B&C Agreement.

The Parties agree that the Reorganized Debtors' prepetition
indebtedness due Champion pursuant to the 900 B&C Agreement is
$13,003,770.

Champion has transferred certain rights to its prepetition claim
to Longacre Master Fund, Ltd.

Longacre subsequently transferred certain rights to the
prepetition claim it purchased from Champion to SPCP Group,
L.L.C.

Champion, Longacre and SPCP filed these proofs of claim on account
of prepetition indebtedness for the 900 B&C Agreement:

                Claim No.     Claim Amount
                ---------     ------------
                   6452      $8,137,433.49
                  27166       2,019,190.40
                  27598       2,019,190.40
                  27599       8,137,433.49
                  27600       8,137,433.49
                  33875       4,418,068.37
                  34577       9,638,271.00
                  34578          66,298.00
                  34579       9,638,271.00
                  34633          66,298.00

The Reorganized Debtors filed objections to the Champion Proofs of
Claim, which, inter alia, seeks to disallow and expunge the
claims.

The Parties have reached an agreement to resolve the Champion
Proofs of Claim and the prepetition indebtedness due under the 900
B&C Agreement as.

In a Court-approved stipulation, the parties agree that:

    -- Claim No. 34579 will be amended and allowed as a Class 6
       claim for $8,585,701.78.  This amended claim will be
       allocated between Champion and Longacre:

       (a) Champion will be the record holder of and have rights
           to a portion of the allowed Class 6 claim for
           $3,825,130.29.

       (b) Longacre will be the record holder of and have rights
           to a portion of the allowed Class 6 claim for
           $4,760,571.49.

    -- SPCP will be the record holder of and have rights to an
       allowed Class 6 claim for $4,418,068.37 for proof of claim
       33875.

    -- The Reorganized Debtors will pay the amended proofs of
       claim 34579 and 33875 in accordance with the Plan of
       Reorganization directly to the record holders, Champion,
       Longacre and SPCP.

    -- Claim Nos. 6452, 27166, 27598, 27599, 27600, 34577, 34578,
       and 34633 will be deemed withdrawn with prejudice pursuant
       to Federal Rule of Bankruptcy Procedure 3006 and will be
       expunged.

    -- The Reorganized Debtors will be deemed to have withdrawn,
       with prejudice, any objections to the Champion Proofs of
       Claim.

    -- The parties will exchange mutual releases.

    -- Champion agrees that the Reorganized Debtors can recover
       28% of any caller credits and/or other chargebacks
       associated with prepetition calls made to Champion's 900
       numbers, provided the Chargebacks have not been previously
       recovered on Settlement Statements dated on or before
       October 15, 2004.  Champion agrees that the Reorganized
       Debtors can offset 28% of the Chargebacks against any
       postpetition amounts due Champion under its existing 900
       Billing and Collection Agreement.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 79; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Former Deloitte Director Dov Frishberg Joins Alvarez & Marsal
---------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, welcomes
Dov Frishberg, Ph.D., formerly the director of economic services
at Deloitte & Touche, to the firm's Dispute Analysis and Forensics
group as a managing director in the New York office.

With over 20 years of experience in economic and financial
consulting to the legal community, Dr. Frishberg has assisted
attorneys in all facets of commercial litigation and regulatory
response.  He has provided expert analysis and opinions related to
matters involving securities fraud and valuation, patent and
trademark infringement, antitrust and competitive restraints, mass
torts class actions, employment discrimination and wage and hour
claims, disputes among sovereigns, reimbursements for health care
services, assessment of environmental damages, injury from failure
to finance, post-merger adjustments, and more.

Beyond services related to commercial disputes and regulations,
Dr. Frishberg regularly leads assignments requiring the
application of economic, statistical and mathematical techniques
to review, plan, and forecast business operations and
opportunities.  Recently he has been increasingly involved in
applying his expertise in these fields to analyses addressing
accounting and auditing issues such as revenue recognition,
valuation of contingent liabilities, and the treatment of long-
lived assets, particularly as accounting practices have come under
heightened scrutiny.

Prior to his work at Deloitte & Touche, Dr. Frishberg led the
litigation consulting practice at BDO Seidman LLP.  He earned
master's degrees and a doctorate degree in economics from Columbia
University.

Alvarez & Marsal's Dispute Analysis and Forensics group provides a
range of analytical and investigative services to major law firms,
corporate counsel and management involved in complex legal and
financial disputes.  DA&F provides sophisticated financial and
economic analysis to assist clients in resolving high-stakes
issues ranging from internal matters to litigation -- in the
boardroom and the courtroom.  The group also conducts corporate
and technology investigations to help companies identify and
mitigate risks and properly address internal or external financial
inquiries.  DA&F services include: expert testimony, lost profits
analysis, business valuation, business interruption claims,
accounting and financial analysis, claims preparation and review,
arbitration service, forensics investigations, and technology
forensics investigations including electronic evidence and
computer forensics analysis.

                       About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding companies and public sector entities
through complex financial, operational and organizational
challenges.  Employing a unique hands-on approach, the firm works
closely with clients to improve performance, identify and resolve
problems and unlock value for stakeholders.  Founded in 1983,
Alvarez & Marsal draws on a strong operational heritage in
providing services including turnaround management consulting,
crisis and interim management, performance improvement, creditor
advisory, financial advisory, dispute analysis and forensics, tax
advisory, real estate advisory and business consulting.  A network
of nearly 400 seasoned professionals in locations across the US,
Europe, Asia and Latin America, enables the firm to deliver on its
proven reputation for leadership, problem solving and value
creation.  For more information, visit
http://www.alvarezandmarsal.com/


* LeBoeuf Lamb Moves Bankr. Practice to Chicago, Legal Week Says
----------------------------------------------------------------
LeBoeuf Lamb Greene & & MacRae, L.L.P., is shuttering its Salt
Lake City office and shifting its bankruptcy practice from Salt
Lake City to its new office in Chicago, according to a report by
Antony Collins at Legal Week.  LeBoeuf chairman Steven Davis told
Legal Week that Chicago would function as the "headquarters for
[LeBoeuf's] bankruptcy practice".  Legal Week adds that LeBoeuf
offered the Salt Lake City staff the chance to relocate to
Chicago.

LeBoeuf Lamb's six Bankruptcy and Corporate Reorganization
Practice partners are:

     John P. Campo, Esq.
     Peter A. Ivanick, Esq.
     Elizabeth Page Smith, Esq.
     LeBoeuf, Lamb, Green & MacRae, L.L.P.
     125 West 55th Street
     New York, NY 10019-5389
     Telephone 212-424-8000
     Fax 212-424-8500

     Neal L. Wolf, Esq.
     LeBoeuf, Lamb, Green & MacRae, L.L.P.
     Two Prudential Plaza, Suite 3700
     180 North Stetson Avenue
     Chicago, IL 60601
     Telephone 312-794-8000
     Fax 312-794-8100

     Todd L. Padnos, Esq.
     Bennett G. Young, Esq.
     LeBoeuf, Lamb, Green & MacRae, L.L.P.
     One Embarcadero Center
     San Francisco, CA 94111-3619
     Telephone 415-951-1100
     Fax 415-951-1180

LeBoeuf Lamb has one of the largest and most accomplished
bankruptcy and restructuring practices in the United States. With
more than 20 highly experienced lawyers practicing in the area on
a full-time basis, offering top-quality service in this
specialized field of law.

LeBoeuf Lamb advises clients engaged in a wide variety of
industries (including e-commerce, energy, financial
services/insurance, manufacturing, real estate and
transportation), commercial banks, investment banks and
professional services firms. We have counseled the full range of
debtors, creditors, creditors' committees, Chapter 11 trustees,
indenture trustees for public debt issues, buyers and sellers of
troubled companies, secured lenders and equipment lessors.

LeBoeuf Lamb lawyers have represented debtors, creditor parties
and trustees in some of the largest and best-known bankruptcies of
the past two decades.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (126)         183       62
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (227)       3,249      919
AMR Corp.               AMR        (581)      28,773   (2,047)
Amylin Pharm. Inc.      AMLN        (87)         358      282
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,944)      11,393      248
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (516)       1,608      168
Choice Hotels           CHH        (203)         262      (32)
Cincinnati Bell         CBB        (600)       1,987      (20)
Clorox Co.              CLX        (457)       3,710     (422)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (35)          19       13
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (5,519)      21,801   (2,335)
Deluxe Corp             DLX        (179)       1,533     (337)
Denny's Corporation     DNYY       (246)         730      (80)
Dollar Financial        DLLR        (47)         335       82
Domino's Pizza          DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (2,078)       6,029      (41)
Emeritus Corp           ESC        (102)         693      (53)
Empire Resorts          NYNY        (13)          61        7
Fairpoint Comm.         FRP        (162)         831      (36)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
I2 Technologies         ITWH       (180)         385       85
IMAX Corp               IMX         (42)         230       17
Int'l Wire Group        ITWG        (80)         410       97
Isis Pharm.             ISIS        (18)         255      116
Life Sciences           LSRI         (5)         173        1
Lodgenet Entertainment  LNET        (68)         301       20
Majesco Holdings        MJES        (41)          26        9
Maxxam Inc.             MXM        (649)       1,017       72
Maytag Corp.            MYG         (75)       3,020      535
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
New York & Co.          NWY         (14)         280       43
Northwest Airline       NWAC     (2,824)      14,042     (919)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (381)       1,110      215
Pegasus Comm            PGTV       (203)         235       52
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Protection One          PONN       (196)         475     (525)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,612)      24,324      (68)
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (331)       1,039      636
St. John Knits Inc.     SJKI        (57)         208       73
Syntroleum Corp.        SYNM         (8)          48       11
US Unwired Inc.         UNWR       (263)         640     (335)
U-Store-It Trust        YSI         (34)         536      N.A.
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (33)         486       31
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***