TCR_Public/050330.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, March 30, 2005, Vol. 9, No. 74

                          Headlines

51% CASH STORES: Case Summary & 14 Largest Unsecured Creditors
ADELPHIA COMMS: Court Bars Prosecution of CA Action v. 2 Employees
AIRNET COMMUNICATIONS: Auditors Raise Going Concern Doubt
ALDERWOODS GROUP: Credit Facility Sublimit Increased to $35M
ALION SCIENCE: Moody's Puts B1 Rating on Proposed $141M Term Loan

ATA AIRLINES: Court Approves Sale of BATA Leasing Assets
ATA AIRLINES: Wants U.S. Bank Credit Card Pact Extended to Mar. 31
BEAL FIN'L: Moody's Withdraws Low-B Ratings for Business Reasons
BLOCKBUSTER INC: Drops Bid to Acquire Hollywood Equity
BOWATER: Fitch Rates Senior Unsecured Bonds & Bank Loan at BB-

BREED TECHNOLOGIES: Court Won't Bar Potential Shareholder Recovery
BRODER BROS: Posts $1.5 Million Net Loss in Fiscal Year 2004
CALPINE CORPORATION: Needs More Time to File Annual Report
CATHOLIC CHURCH: Tucson Wants to Share Copies of Proofs of Claims
CHC INDUSTRIES: Files 2nd Amended Plan & Disclosure Statement

CHC INDUSTRIES: Wants Solicitation Period Extended to May 31
CHESLEY ENTERPRISES: Blames White Way Deal for Chapter 11 Filing
CHIQUITA BRANDS: S&P Lowers Senior Unsecured Debt Rating to B-
CITICORP MORTGAGE: Fitch Puts Low-B Ratings on Classes B-4 & B-5
COLEMAN CABLE: Names S. Levinson & J. London to Board of Directors

CRIIMI MAE: Moody's Considers Upgrade of Junk Preferred Rating
CRYOPAK INDUSTRIES: Raising $1M from Private Debenture Placement
DOCUMENT EXPRESS: Case Summary & 20 Largest Unsecured Creditors
DONNKENNY INC: Committee Taps Magnan Graizzaro as Accountants
DSL.NET: PwC Raises Going Concern Doubt in 2004 Audit Report

DURA OPERATION: Moody's Junks Three Subordinated Debt Issues
EXIDE TECH: Jeffrey L. Gendell Discloses 8.45% Equity Stake
FEDERAL-MOGUL: Amends Commitment & Fee Letters for $1.4B Facility
FINOVA GROUP: Thaxton Sues to Recover $4 Million Transfer
FIRSTPLUS FINANCIAL: Trust's Life Extended to April 10, 2009

FOOTSTAR INC: Committees Tap Brandlin & Assoc. as Fin'l Advisors
GLASS GROUP: U.S. Trustee Appoints 7-Member Creditors Committee
GLASS GROUP: Creditors Committee Taps Cozen O'Connor as Counsel
GLOBAL DIGITAL: Equity Deficit & Loss Spur Going Concern Doubt
GREIF INC: Selling Florida Timberland Assets for $90 Million

HAMMOND-WHITING: Case Summary & Largest Unsecured Creditor
HAYES LEMMERZ: Moody's Withdraws Rating After Notes' Cancellation
HEALTH & HARVEST: Bankr. Court Dismisses Second Chapter 11 Case
HOLLINGER INC: Asks Court to Approve CCPR Trust Formation
HOLLYWOOD ENT: Movie Gallery Pushes Bid; Blockbuster Drops Out

INTERMET CORP: Plan to Close Decatur Ductile-Iron Foundry
INTERSTATE BAKERIES: California Employees Want to Pursue Lawsuit
J.P. IGLOO: Case Summary & 20 Largest Unsecured Creditors
KEYSTONE CONSOLIDATED: Inks Agreement on Consensual Plan Terms
KORI AIR: Case Summary & 2 Largest Unsecured Creditors

LAKEVIEW AMBULATORY: Case Summary & 20 Largest Unsecured Creditors
LIP.SIMS: Case Summary & Largest Unsecured Creditor
LYONDELL CHEMICAL: Moody's Revises Rating Outlook to Positive
MARKLAND TECH: Appoints COO Joseph Mackin as New President
MCI INC: Verizon Allows MCI to Continue Talks With Qwest

MOTORWERKS INC: Three Banks Initiate Involuntary Chapter 7 Case
NANOMAT INC: Wants to Use FirstMerit Bank's Cash Collateral
NANOMAT INC: FirstMerit Asks Court to Appoint a Chapter 11 Trustee
NEENAH PAPER: Incurs $26.4 Million Net Loss in 2004
NORANDA INC: Wooing Falconbridge Shareholders to Okay Merger

NOVELIS INC: David J. FitzPatrick Joins Board of Directors
OPTINREALBIG.COM: Alleged Spammer Seeks Chapter 11 Protection
OPTINREALBIG.COM: Case Summary & 20 Largest Unsecured Creditors
ORMET CORP: Gets Court Nod to Cut Retiree Benefits by $5 Million
OWENS CORNING: Washington Legal Foundation Supports CSFB

OXFORD IND: Declares $0.135 Per Share Quarterly Cash Dividend
P-COM INC: Auditing Firm Expresses Going Concern Doubt Again
PACIFIC EXPRESS: Case Summary & 18 Largest Unsecured Creditors
PACIFIC LUMBER: Gets Waiver from Lenders Until April 15
PBG AIRCRAFT: Moody's Reviews $114M Debt Ratings & May Downgrade

PORTLAND GENERAL: Fitch Raises Preferred Ratings to BBB- from B+
PREMIER CONCRETE: Case Summary & 20 Largest Unsecured Creditors
QUALITY DISTRIBUTION: Dec. 31 Balance Sheet Upside-Down by $34 Mil
QUORUM RADIO: Case Summary & 20 Largest Unsecured Creditors
SEARS HOLDINGS: Releases Prelim. Results on Cash & Stock Elections

SEARS ROEBUCK: Kmart Merger Cues Fitch to Rate Sr. Debt at BB
SEARS ROEBUCK: Kmart Merger Prompts S&P to Lower Ratings
SIRIUS SATELLITES: S&P Junks Proposed $250 Mil. Sr. Unsec. Notes
SLATER STEEL: Clear Thinking's Joseph Myers is Liquidation Trustee
SOLECTRON CORP: Posts $5 Million Net Loss in Second Quarter

SOLUTIA INC: Reports on Status of Flexsys Litigation
SPIEGEL INC: Court Allows Creditors' Committee to Sue KPMG
SPX CORP: Completes Edward Systems Tech. Sale to GE for $1.4B Cash
STELCO INC: Abandons Sale Plans & May File CCAA Plan by May 30
STELCO INC: Stelcam Selling Camrose Interest to Canadian National

STELCO INC: Look for Annual Report on April 14, 2005
STRATOS GLOBAL: Plan Gives Shareholders Time to Review Take-Overs
SYNBIOTICS CORPORATION: Auditor Raises Going Concern Doubts
TORCH OFFSHORE: UST Supports Appointment of Chapter 11 Trustee
TORCH OFFSHORE: Wants Until July 5 to Make Lease-Related Decisions

TRAINER WORTHAM: Moody's Lowers $7.6 Million Notes Rating to B3
TRITON CONSTRUCTION: Case Summary & 9 Largest Unsecured Creditors
TRUMP HOTELS: Panel Withdraws Objection & Shareholders Get $17.5M
TRUMP HOTELS: Wants Exclusive Period Extended through May 20
TXU UK LIMITED: Section 304 Petition Summary

UAL CORP: Creditors Committee Reports on Reorganization
UAL CORP: Gets Court Nod to Complete Intercompany Transactions
USG CORP: Wants to Expands Goodwin's Services as Special Counsel
VALLEY MEDIA: Taps Cross & Simon as Special Litigation Counsel
VALLEY MEDIA: A.D. Vision Settles $1 Mil. Preference for $28,000

WARWICK VALLEY: Tardy 10-K Could Trigger Loan Default on Mar. 31
WHITE TIGER: Voluntary Chapter 11 Case Summary
WORLDCOM INC: Dist. Court Okays Settlement with 12 Directors
XO COMMUNICATIONS: Defaults on Icahn-Backed Credit Facility

* Upcoming Meetings, Conferences and Seminars

                          *********

51% CASH STORES: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 51% Cash Stores, LLC
        dba Cash Tree
        2250 Pool Road, Suite 102
        Grapevine, Texas 76051

Bankruptcy Case No.: 05-42966

Type of Business: The Debtor operates a short-term loan business
                  with operations from different locations in
                  Louisiana.

Chapter 11 Petition Date: March 25, 2005

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Christopher J. Burr, Esq.
                  Joseph F. Postnikoff, Esq.
                  Goodrich, Postnikoff & Albertson
                  777 Main Street, Suite 1360
                  Fort Worth, TX 76102
                  Tel: 817-335-9400

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
American Express              Credit card                $29,083
P.O. Box 650448
Dallas, TX 75265

BellSouth Advertising &       Open Account               $13,913
Publishing Corp.
P.O. Box 105024
Atlanta, GA 30348

Rack Service Company, Inc.    Lease                       $2,195
P.O. Box 1727
Monroe, LA 71211

Buddy Smith & Associates      Lease                       $1,875

Key West Properties LLC       Lease                       $1,750

Shreveport Properties         Lease                       $1,590

Drexel-Line Plaza             Lease                       $1,500

The Metro Book                Open Account                $1,440

Syngenium, Inc.               Lease                         $759

William M. McKean             Lease                         $650

ADT Security Services         Open Account                  $541

City of Bossier City          Open Account                   $70

City of Springhill            Open Account                   $28

Town of Homer                 Open Account                   $20


ADELPHIA COMMS: Court Bars Prosecution of CA Action v. 2 Employees
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends the stay in Jimmy Mendoza's complaint, dated July 16,
2004, entitled Jimmy Mendoza v. Adelphia Communications
Corporation, Vincente Ramirez, Lillian Gomez, and Does 1 to 100,
at the Superior Court of the State of California, in Los Angeles
County to include the other defendants.

As reported in the Troubled Company Reporter on Mar. 15, 2005,
ACOM filed a notice of the automatic stay on December 6, 2004 in
response to the Complaint.  The California Action as against ACOM
was stayed pursuant to the Notice of Automatic Stay.

In the Complaint, Mr. Mendoza alleged that in 1998, he was
employed by ACOM as a service technician in the San Gabriel
Valley region until he was terminated effective July 18, 2003.
According to Mr. Mendoza, ACOM, Ms. Gomez and Mr. Ramirez,
discriminated and retaliated against him in violation of the Fair
Employment and Housing Act for, among other things, his
reasonable accommodation requests, his protests of disability
discrimination or harassment, and his participation in
investigations of disability discrimination or harassment.

Ms. Gomez is a current employee of the ACOM Debtors while Mr.
Ramirez is a former employee.

Mr. Mendoza also alleged that Mr. Ramirez harassed him in
violation of the FEHA.  Accordingly, Mr. Mendoza sought
compensatory damages, special damages, punitive damages and
costs.

Although the California Action is nominally directed against Ms.
Gomez and Mr. Ramirez, the ACOM Debtors believe they will be
prejudiced in the event it proceeds to judgment.  Shelley C.
Chapman, Esq., at Willkie Farr & Gallagher, in New York, explained
that Ms. Gomez and Mr. Ramirez may be deemed the ACOM Debtors'
agent, subjecting them to liability through collateral estoppel.

The prosecution of the California Action, Ms. Chapman added, also
affects the Debtors' estates, because, pursuant to Section 2802
of the California Labor Code, the Debtors may be obligated to
indemnify Ms. Gomez and Mr. Ramirez, including for any
settlements or monetary judgments.

"The continued prosecution of the Action against Ms. Gomez and
Mr. Ramirez is an attempt to obtain indirectly from the ACOM
Debtors' estates that which [Mr. Mendoza] is prohibited from
obtaining directly during the pendency of these cases," Ms.
Chapman argued.  "If permitted to continue, the Action may have
an adverse impact on the Debtors' estates."

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)


AIRNET COMMUNICATIONS: Auditors Raise Going Concern Doubt
---------------------------------------------------------
AirNet Communications Corporation (NASDAQ:ANCC) reported its
financial results for the fourth quarter and year-end period ended
Dec. 31, 2004.

Fourth Quarter and Year-End Highlights:

   -- Net 4Q Revenue was $6.1M, which was within the forecasted
      range representing a 20.5% increase from 4Q 2003 revenue

   -- Gross Margins for 4Q were $1.8M or 28.7% compared to $1.6M
      or 31.0% in 4Q, 2003

   -- Loss from Operations was $4.4M compared with our 4Q, 2003
      loss of $4.3M. Both 2004 and 2003 results reflected $2.4M of
      non-cash stock option charges

   -- Net Loss Attributable to Common Stock in 4Q 2004 was $6.7M
      or ($0.69) per share and included $2.3M (EPS impact of
      $0.24) of non-cash interest-related charges associated with
      the $16M Senior Secured Debt financing consummated in August
      2003 and $2.4M (EPS impact of $0.24) of non-cash stock
      option charges

   -- Cash Flow from Operations for 4Q 2004 was ($3.8M) vs.
      ($0.5M) in 4Q, 2003

   -- Shipped our first RapidCell(TM) base station with iBSS(TM)
      software during 4Q 2004

   -- Delivered EDGE high-speed data software to Alcatel for
      deployment with Dobson Communications

   -- Shipped our first 900 MHz AdaptaCell(R) 4000 XE base station
      to TECORE in 4Q 2004

   -- Made progress in several field trials currently ongoing with
      leading OEM resellers who are evaluating RapidCell base
      station capabilities

   -- Shipped a record number of base stations in the fourth
      quarter and for the fiscal year

   -- Improved MBO Wireless overall network performance in
      Oklahoma with the SuperCapacity(TM) base station by
      virtually eliminating all blocked calls; $2.3M in purchase
      orders for the SuperCapacity base station were released by
      Alcatel for shipment in 1Q 2005

AirNet Communications Corporation (NASDAQ:ANCC) reported financial
results for its fourth quarter and year-ended Dec. 31, 2004.

                        Financial Results

Fourth Quarter

The Company reported net revenue of $6.1 million in the fourth
quarter, compared to $5.1 million in the fourth quarter of 2003.
Gross margins for the fourth quarter were $1.8 million or 28.7%
compared to year ago margins of $1.6 million or 31.0%.  Equipment
margins improved from 14.8% in the fourth quarter of 2003 to 24.3%
in 2004 due to the improved margins associated with our new
products, particularly the RapidCell base station.  Services
margins were 56.2% in fourth quarter 2004 compared to 61.9% in
2003. Operating expenses for the fourth quarter were $6.2 million
compared to $5.9 million in the fourth quarter of 2003 driven
primarily by an increase in research and development expenses.
R&D expenses were $3.3 million versus $2.4 million in 2003
attributable to increased spending on the development of the
SuperCapacity base station, RapidCell feature development and EDGE
software.  The loss from operations was $4.4 million, compared to
a loss of $4.3 million in the fourth quarter of 2003.  The loss
from operations in both quarters included $2.4 million of non-cash
stock option charges that resulted from the granting of options to
employees following the senior secured debt transaction.  The
fourth quarter 2004 net loss attributable to common stock was
$6.7 million or ($0.69) per share vs. $4.6 million loss or ($0.95)
per share in the fourth quarter, 2003. The fourth quarter, 2004
loss included non-cash charges totaling $4.7 million with an EPS
impact of ($0.48) per share.  The components of that charge
include:

   1) $2.0 million associated with the conversion feature of the
      debt,

   2) $0.3 million of accrued interest on the convertible debt,
      which is not payable until the debt matures in August, 2007
      or may be converted to stock without cash payment, and

   3) $2.4 million of stock option compensation expense. Cash used
      in operating activities for the fourth quarter was
      $3.8 million, compared to a use of cash of $0.5 million in
      the fourth quarter of 2003. This increase in cash
      consumption was primarily impacted by the quarterly
      fluctuations in inventory and accounts receivable.

Financing activity for the quarter generated $1.0 million of cash
from the $16 million senior debt financing completed in August
2003.  As of March 3, 2005, the Company has received the full
$16 million in proceeds, including all installment payments, under
this debt financing.

Per share amounts for the fourth quarter of 2004 results were
based on 9.7 million weighted average shares and exclude shares
issuable upon the conversion of the remaining unconverted Senior
Secured Convertible debt and shares underlying outstanding options
because the effect of including those shares would be anti-
dilutive.  The number of shares issued and outstanding and
potentially dilutive totaled 23.1 million as of December 31, 2004.
All share and pre share amounts reflect the 1 - for - 10 reverse
stock split effected December 9, 2004.

Fiscal Year 2004

The Company reported net revenue of $20.6 million for fiscal year
2004, compared to $15.8 million in fiscal year 2003 representing a
30.5% increase in revenue over 2003.  The loss from operations was
$18.9 million for the year and included $9.3 million of non-cash
stock option charges that resulted from the granting of stock
options to employees following the senior secured debt transaction
compared to a loss of $13.9 million (including $3.7 million of
non-cash stock option charges) in 2003.  Gross margins for the
year were $5.8 million or 28.2% compared to year ago gross margins
of $4.3 million or 27.0%.  The 2004 net loss attributable to
Common Stock was $26.2 million, compared to a $22.3 million
loss in 2003.  The 2004 loss included non-cash charges totaling
$16.7 million with an EPS impact of ($2.41) per share; in 2003
non-cash charges were $12.0 million with an EPS impact of ($3.59).
The components of the 2004 charge include:

   1) $6.0 million associated with the conversion feature of the
      debt,

   2) $1.3 million of accrued interest on the debt, and

   3) $9.3 million of stock option compensation expense.

Cash used in operating activities for the year was $8.7 million,
compared to a use of cash of $7.2 million in fiscal year 2003.
Financing activity for the year generated $10.1 million of net
cash primarily from the $16 million Senior Debt Financing
completed in August 2003 and the PIPE funding completed in April
2004, compared to financing activity of $9.2 million in 2003.

                             Outlook

For fiscal year 2005, the Company intends to focus primarily on
the following market opportunities:

   1) sales of its adaptive array, SuperCapacity base station to
      support high capacity voice and high-speed data applications
      to large operators, and

   2) sales of its RapidCell BTS into secure government
      communications markets.

The Company expects to improve revenue and margins in 2005 by
increasing sales of the SuperCapacity base station and RapidCell
base station through its OEM reseller channel.

"With the general availability of our SuperCapacity product line,
the introduction of EDGE, and the RapidCell with iBSS software,
our current product line is proving to be attractive and well-
positioned for GSM 2.5G and government communications markets.  We
have made great strides in the last 12 months developing an
indirect distribution channel and building alliances with OEM
resellers and system integrators," said Glenn Ehley, president &
CEO for AirNet Communications.  "These alliances have begun to
open up a number of significant opportunities for the Company.  We
must continue to demonstrate that we have product differentiation
with capabilities that are unmatched in order to convert these
opportunities into new business."

                       Going Concern Doubt

The Company also disclosed on Monday that its independent
registered public accounting firm, BDO Seidman, LLP, had informed
the Company that its report issued with the Company's financial
statements as of and for the year ended December 31, 2004, will
include a paragraph that describes conditions that give rise to
substantial doubt about the Company's ability to continue as a
going concern.  This paragraph is consistent with the going-
concern paragraph received by the Company in fiscal years 2001
through 2003.  Such conditions and management's plans concerning
those matters will be disclosed in the annual financial statements
included in Form 10-K.

                        About the Company

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless Internet and voice services to mobile subscribers.
AirNet's patented broadband, software-defined AdaptaCell(TM) base
station solution provides a high-capacity base station with a
software upgrade path to the wireless Internet.  The Company's
AirSite(R) Backhaul Free(TM) base station carries wireless voice
and data signals back to the wireline network, eliminating the
need for a physical backhaul link, thus reducing operating costs.
AirNet has 69 patents issued or filed and has received the coveted
World Award for Best Technical Innovation from the GSM
Association, representing over 400 operators around the world.
More information about AirNet may be obtained by calling
321.984.1990, or by visiting the AirNet Web site at
http://www.airnetcom.com/


ALDERWOODS GROUP: Credit Facility Sublimit Increased to $35M
------------------------------------------------------------
On March 18, 2005, Alderwoods Group, Inc., entered into an
amendment to its senior secured credit facility dated
September 17, 2003, with Bank of America, N.A., as Administrative
Agent, and the other banks, financial institutions and other
institutional lenders party thereto.

The amendment modifies the Credit Agreement to:

    -- provide the Company additional flexibility to introduce an
       employee stock purchase plan and other long term incentive
       plans, and

    -- increase the letter of credit sublimit under the revolving
       credit facility to $35 million from $25 million.

A full-text copy of Amendment No. 4 to the Credit Agreement is
available at no charge at:


http://www.sec.gov/Archives/edgar/data/927914/000110465905012748/a05-5694_1e
x10d1.htm

Alderwoods Group is the second largest operator of funeral homes
and cemeteries in North America, based upon total revenue and
number of locations.  As of June 19, 2004, the Company operated
716 funeral homes, 130 cemeteries and 61 combination funeral home
and cemetery locations throughout North America.  Of the Company's
total locations, 59 funeral homes, 53 cemeteries and four
combination funeral home and cemetery locations were held for
sales as of June 19, 2004.  The Company provides funeral and
cemetery services and products on both an at-need and pre-need
basis.  In support of the pre-need business, the Company operates
insurance subsidiaries that provide customers with a funding
mechanism for the pre-arrangement of funerals.

                         *     *     *

As previously reported in the Troubled Company Reporter on
July 27, 2004, Standard & Poor's Ratings Services it affirmed its
'B+' corporate credit rating on the funeral home and cemetery
operator Alderwoods Group, Inc., and assigned its 'B' debt rating
to the company's proposed $200 million senior unsecured notes due
in 2012.  At the same time, Standard & Poor's also assigned its
'BB-' senior secured bank loan rating and its '1' recovery rating
to Alderwoods' proposed $75 million revolving credit facility,
which matures in 2008, and to its proposed term loan B, which
matures in 2009.  The existing term loan had $242 million
outstanding at March 27, 2004, but will be increased in size.  The
bank loan ratings indicate that Standard & Poor's expects a full
recovery of principal in the event of a default, based on an
assessment of the loan collateral package and estimated asset
values in a distressed default scenario.  The company is expected
to use the proceeds from the new financings to redeem $320 million
of 12.25% senior unsecured notes, repay a $25 million subordinated
loan, and fund transaction costs.  As of March 27, 2004, the
company had $614 million of debt outstanding.

The ratings outlook has been revised to positive from stable to
indicate that, in time, the ratings could be raised if Alderwoods
can continue to demonstrate improved operating performance and if
it can sustainably deleverage.  The decline in leverage would give
the company additional financial capacity to weather adverse
competitive factors, such as periodic weaknesses in death rates
and rising consumer preference for lower cost death-care services.

"The low-speculative-grade ratings on funeral and cemetery
services provider Alderwoods Group, Inc., reflect its highly
leveraged financial profile, uncertainties related to the longer
term success of a new business plan, and the company's
vulnerability to periods of business weakness," said Standard &
Poor's credit analyst Jill Unferth.  "These factors are mitigated
by the relatively favorable long-term predictability of the
funeral home and cemetery business."


ALION SCIENCE: Moody's Puts B1 Rating on Proposed $141M Term Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Alion Science
and Technology Corporation's proposed $141 million term loan B.
Concurrently, Moody's affirmed existing ratings and maintained a
stable outlook.  The ratings reflect significant leverage, risks
related to the integration and performance of acquisitions,
revenue concentration in a limited number of task order contracts
and the company's relative small size compared to larger industry
competitors.  The ratings also reflect the company's large
contract backlog, high historical win rate on re-competes and the
expected continued growth in defense spending and the outsourcing
of work by government agencies.

Moody's took these rating actions:

   * assigned $141 million (upsized from $69 million) senior
     secured term loan facility due 2009, rated B1;

   * affirmed $30 million senior secured revolving credit facility
     due 2009, rated B1;

   * affirmed senior implied, rated B1;

   * affirmed senior unsecured issuer rating, rated B2;

   * affirmed speculative grade liquidity rating, rated SGL-3.

The ratings outlook is stable.

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

On March 25, 2005, Alion announced that it had agreed in principle
to acquire John J. McMullen Associates.  The $72 million of
additional borrowings under the term loan B is expected to be used
to finance the cash portion of Alion's proposed acquisition of
JJMA, to pay transaction fees and expenses and for general
corporate purposes.  The acquisition, which is subject to the
execution of a definitive agreement, is expected to close in
April 2005.

JJMA is a leading independent provider of naval architecture,
marine engineering, and related services to military and other
branches of government and commercial, maritime, and industrial
companies.  JJMA's sales in 2003 were about $94 million, of which
about 60% were with the U.S. Navy.

The ratings reflect the risks associated with the company's rapid
growth through acquisitions.  Alion has completed nine
acquisitions since 1998, including two acquisitions in 2004 and
three acquisitions (including JJMA) in 2005.  The businesses
acquired in 2004 and 2005 in aggregate represent a large portion
of the earnings and cash flow of Alion and will have a short
operating history under Alion management.  Although Moody's
believes the acquisitions to date have been strategic for the
company, there are a number of risks including the potential loss
of key employees, changes in key customers and difficulties with
the integration of operations.

Alion will continue to be significantly leveraged pro forma for
the JJMA acquisition.  In addition to the $141 million of
borrowings under the senior secured term loan B, at
December 31, 2004 the company had about $35 million of
subordinated notes and $22 million of redeemable common stock
warrants.  The subordinated notes accrue interest at a rate of 6%
per year through December 2008 through the issuance of non-
interest bearing notes.

Beginning December 2008, the subordinated notes will bear interest
at 16% per year payable quarterly in cash.  Principal on the
subordinated notes will be payable in equal installments of
approximately $20 million in December 2009 and December 2010.  The
non-interest bearing notes will also be due in equal installments
of $7.2 million on these same dates.  The redeemable common stock
warrants enable the holders to sell the warrants back to the
company, at predetermined times, at the then current fair value of
the common stock less the exercise price.  The earliest date at
which the warrants may be sold to the company is December 2008.

Alion is dependent on government contracts for substantially all
its revenues.  Approximately 98% of its revenues for its fiscal
year ended September 30, 2004 were derived from contracts with the
federal government and 91% was with the Department of Defense.
A large portion of these revenues were concentrated in a limited
number of task order contracts.  In the 2004 fiscal year, the
company's five largest federal government contracts accounted for
61% of revenues.  As a result, the company's revenues are exposed
to change in spending policies by the federal government.
The termination of any of these contracts by the federal
government or the inability to replace these contracts as they
expire could materially affect the company's revenues and
profitability.

Competition for government contracts is intense, especially as it
relates to information technology and defense services.  Many of
the company's competitors are larger than the company and have
greater financial and technical resources, larger client bases and
greater name recognition than Alion.

The ratings benefit from the company's long term contracts, a
large contract backlog relative to its size, a high historical win
rate on re-competes, projected continued growth in U.S. defense
spending and the continuing trend toward outsourcing of work by
government agencies.  Total contract backlog at December 31, 2004
was $2 billion, of which approximately $140 million was funded.
Although the total backlog amounts are large relative to the
company's revenue base, there is no guarantee that these revenues
will materialize.

The stable ratings outlook reflects Moody's expectation that Alion
will be able to successfully integrate its recent and proposed
acquisitions and will benefit from the expected growth in the
federal defense budget.  Moody's expects the company to continue
to pursue strategic acquisitions similar in nature to those
acquired in the last few years.  As long as these acquisitions are
similar in size, purchased at similar earnings multiples and
conservatively financed, Moody's does not expect them to pressure
the outlook or rating.

Alion's free cash flow generation was limited in the twelve month
period ended December 31, 2004 and Moody's would like to see a
track record of consistent free cash flows before improving the
outlook or ratings.  An increase in sustainable free cash flow to
debt to the range of 12%-15% would likely lead to an improvement
in the ratings outlook.  A significant shortfall in revenues or
operating margins relative to projections due to the loss of key
government contracts or problems integrating acquisitions would be
likely pressure the outlook or ratings.

The affirmation of the SGL-3 speculative grade liquidity rating
reflects the company's limited free cash flow generation over the
last year, quarterly cash flow volatility and the potential for
significant utilization of the company's $30 million revolving
credit facility.  At December 31, 2004, Alion borrowed $3 million
under its revolver, utilized $0.5 million for letters of credit
and had about $26.5 million available for borrowing.  Alion may
need to rely on its revolver due to working capital swings and to
fund smaller prospective acquisitions.

Alion's credit facility contains maximum leverage and minimum
interest coverage covenants.  After taking into account the
increased borrowings associated with the proposed JJMA
acquisition, Moody's expects Alion to be in compliance with these
covenants for the next four quarters with adequate cushion each
quarter.  Cushion under the covenants may tighten if significant
revolver borrowings are needed to fund working capital swings or a
prospective acquisition.

The SGL rating will be sensitive to the ability of the company to
generate stable quarterly free cash flows, the degree of expected
utilization of the revolver and the execution of the company's
acquisition strategy.

The B1 rating assigned to the senior secured credit facility
reflects the first priority security in substantially all the
tangible and intangible assets of the company and its subsidiaries
including a pledge of 100% of the capital stock of domestic
subsidiaries.  The term loan B will continue to amortize at a rate
of .25% a quarter through August 2008, with the balance payable in
equal installments during the last four quarters of the facility.
The credit facility has a 50% excess cash flow sweep.

Free cash flow to debt (which includes $21.7 million of redeemable
common stock warrants) was about 3% in the twelve month period
ending December 31, 2004 and is expected to improve to the
6%-10% range in the company's 2005 fiscal year.

Alion, headquartered in McLean, Virginia, is an employee-owned
technology solutions company delivering technical solutions and
operational support to the Department of Defense, civilian
government agencies and commercial customers.  The company
designs, integrates, maintains and upgrades technology solutions
and products for national defense, intelligence, homeland
security, emergency response and other high priority government
missions.  Revenue for the twelve-month period ending
December 31, 2004 was $281 million.


ATA AIRLINES: Court Approves Sale of BATA Leasing Assets
--------------------------------------------------------
As previously reported, ATA Airlines sought the United States
Bankruptcy Court for the Southern District of Indiana's authority
to execute the Consent and approved the proposed sales of BATA
Leasing LLC's assets.

BATA Leasing wants to sell certain of the equipment it has been
unable to lease to third parties.  BCC Equipment, the managing
member of BATA Leasing, has identified certain third parties who
are willing to purchase certain aircraft and equipment on terms
favorable to BATA Leasing.

On BATA Leasing's behalf, BCC Equipment proposes to sell up to:

   (1) seven Boeing model 727 airframes for at least $200,000;
       and

   (2) 20 Pratt & Whitney model JT8D-17 or JTD8D-17A engines,
       along with any related leases for at least $1,500,000.

At the Debtor's behest, the Court approves the motion.

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


ATA AIRLINES: Wants U.S. Bank Credit Card Pact Extended to Mar. 31
------------------------------------------------------------------
On January 7, 2005, the Debtors assumed a credit card agreement,
as amended, between ATA Airlines and U.S. Bank National
Association, dated as of December 31, 1998.  Pursuant to the
Agreement, U.S. Bank will provide MasterCard and Visa credit card
processing services to the Debtors until March 31, 2005.

U.S. Bank and ATA Airlines engaged in negotiations to extend the
Agreement.  Consequently, the parties entered into a Seventh
Amendment to the Agreement, which provides that:

   (a) U.S. Bank will extend its services to March 31, 2006,
       subject to certain negotiated changes; and

   (b) In recognition of changes in the Debtors' financial
       circumstances, including their ticket mix, U.S. Bank will
       increase the Deposit amount it maintains.  The Deposit is
       calculated based on ticket sales and flight schedules and
       is a dynamic amount adjusted daily.  The increase in the
       Deposit will result in a reduction of available cash
       estimated to be between $2 million and $2.5 million.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that 75% of the credit card ticket sales for ATA
Airlines and its affiliates are MasterCard and Visa transactions.
ATA Airlines cannot accept MasterCard and Visa transactions absent
a credit card processor agreement.  Credit card processing is a
critical aspect of ATA Airlines' business and the additional
Deposit is reasonable under the circumstances.

Ms. Hall adds that ATA Airlines has sought proposals from other
credit card processing merchant banks without success.  The
ability to accept credit cards for ticket purchases is vitally
important to ATA Airlines' continued viability.  The increase in
the Deposit, while affecting available cash, fluctuates based on
daily calculations of new sales and flight schedules.

In the event the Agreement between the parties were terminated,
the Deposit, less any charge-backs from ticket customers, would be
returned to the Debtors as the tickets are used.  In the event of
a cessation of business, the Deposit would be returned in the same
manner.  In any event, the amount of the Deposit owing to the
Debtors for services performed for ticket holders would be paid.
Most importantly, without a credit card processor, ATA Airlines'
ability to generate cash to run the airlines would be severely
compromised.

The Debtors and U.S. Bank believe that executing the Seventh
Amendment is an ordinary course transaction.

The Debtors also believe that the increase in the Deposit is not
the obtaining of credit or the incurring of debt, as outlined in
Section 364(d)(1) of the Bankruptcy Code.  The Debtors note that
the Seventh Circuit in United Airlines, Inc. v. National
Processing Company, LLC and National City Bank of Kentucky (In re
United Airlines, Inc.), 368 F.3d 720, 724 (7th Cir. 2004), has
determined that credit card agreements are not "financial
accommodations" or loans to the merchant.

Out of an abundance of caution, however, the Debtors seek the
Court's authority to execute the Seventh Amendment.

Ms. Hall notes that the Seventh Amendment contains highly
confidential and proprietary information.  The Debtors will
provide copies on a confidential basis to the U.S. Trustee,
counsels for the DIP lender, the Official Committee of Unsecured
Creditors and the ATSB, and to other parties, subject to
confidentiality agreements.

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)


BEAL FIN'L: Moody's Withdraws Low-B Ratings for Business Reasons
----------------------------------------------------------------
Moody's Investors Service withdrew its ratings for Beal Financial
Corporation (Ba3 issuer rating) and Beal Bank, S.S.B. (bank
deposits at Ba1) for business reasons.

These ratings were withdrawn:

   Beal Financial Corporation:

   -- issuer rating at Ba3

   Beal Bank, S.S.B.:

   -- bank deposits at Ba1
   -- issuer and OSO ratings at Ba2
   -- bank financial strength rating at D+
   -- short-term deposits at NP

Beal Financial Corporation, a thrift holding company headquartered
in Plano, Texas reported $5.1 billion in assets at Dec. 31, 2004.


BLOCKBUSTER INC: Drops Bid to Acquire Hollywood Equity
------------------------------------------------------
Blockbuster Inc.'s (NYSE: BBI, BBI.B) offer to acquire all of the
outstanding shares of Hollywood Entertainment Corporation
(Nasdaq: HLYW) for $14.50 in value, comprised of $11.50 in cash
and $3.00 in Blockbuster class A common stock, and its offer to
purchase for cash any and all of the outstanding 9.625% Senior
Subordinated Notes due 2011 issued by Hollywood expired in
accordance with their terms at midnight, New York City time, on
March 24, 2005.

"Our decision not to extend our offers was reached after a careful
review of all of the available facts and circumstances.  Among
those things that played prominently for us were Hollywood's
recent public filings and the unlikely resolution of our request
for regulatory clearance on an acceptable timetable.  Given the
current circumstances, in our judgment it is not in Blockbuster's
best interest to continue to pursue the acquisition," said John
Antioco, Blockbuster Chairman and CEO.

The tender offers expired in accordance with their terms, and
Blockbuster will not accept for payment and will not pay for any
tendered shares or notes.

All tendered shares and notes will be promptly returned to
holders.

As reported in the Troubled Company Reporter on Feb. 21, 2005,
Hollywood Entertainment's Board of Directors unanimously
recommended that shareholders reject Blockbuster Inc.'s
unsolicited offer to purchase all of the outstanding shares of
Hollywood for consideration consisting of $11.50 in cash and
Blockbuster class A common stock with a value of $3.00.

                        Movie Gallery Bid

Hollywood reported that the Board believes the uncertainties and
possible delays inherent in Blockbuster's offer outweigh the
approximately 9.4% premium being offered by Blockbuster over the
consideration of $13.25 in cash per share to be paid pursuant to
an agreement and plan of merger with Movie Gallery Inc.
(Nasdaq: MOVI) entered into on January 9, 2005.  As a result,
after careful consideration, including its receipt of the
unanimous recommendation of a Special Committee of independent
directors, the Board unanimously recommends that Hollywood
shareholders reject the offer and not tender their shares to
Blockbuster.

The Board reaffirmed its previous recommendation that Hollywood's
shareholders vote in favor of the merger agreement with Movie
Gallery.  UBS Investment Bank and Lazard provided financial advice
to the Special Committee in connection with the proposed
transaction.  Gibson, Dunn & Crutcher LLP provided legal advice to
the Special Committee and Stoel Rives LLP provided legal advice to
Hollywood in connection with these matters.

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Blockbuster has filed a registration statement with the Securities
and Exchange Commission for an exchange offer for all outstanding
shares of Hollywood Entertainment Corporation at a value of
$14.50 per share, comprised of $11.50 in cash and $3.00 in
Blockbuster class A common stock.  The exchange offer will
formally commence on Feb. 4, 2005.  The proposed transaction would
have an estimated total value of more than $1.3 billion and would
be immediately accretive to Blockbuster's earnings per share and
cash flow.

The exchange offer represents a premium of $1.25 per Hollywood
share, or 9.4%, over the value of Movie Gallery's $13.25 cash
offer for each share of Hollywood common stock.  Following
completion of the exchange offer, Blockbuster intends to
consummate a second step merger in which each remaining Hollywood
shareholder would receive the right to the same consideration in
cash and stock as paid in the exchange offer.

Joe Malugen, Chairman, President and Chief Executive Officer of
Movie Gallery, said, "We believe that Movie Gallery's definitive
agreement to acquire Hollywood is in the best interests of
Hollywood's shareholders, employees, and customers. Movie Gallery
has already received regulatory approval and we look forward to
closing the Hollywood transaction promptly after the Hollywood
shareholder vote on April 22, 2005.

"Our combined company will be the second largest North American
video rental company with annual revenue of approximately $2.6
billion and approximately 4,500 stores located in all 50 U.S.
states, Canada and Mexico. With a broader geographic presence and
greatly improved distribution capabilities and scale, our combined
company will be a strong competitor, well-positioned for continued
success in urban, suburban and rural markets," Mr. Malugen
concluded.

Alston & Bird LLP and Axinn, Veltrop & Harkrider LLP acted as
anti-trust legal counsel to Movie Gallery.

On Monday, March 28, Blockbuster's shares dropped 54 cents, or
5.7%, to $8.92 on the New York Stock Exchange, while Hollywood's
shares dropped 93 cents, or 6.6%, to $13.20 on the Nasdaq.  At the
same time, Movie Gallery's shares rose 5.39 cents, or 22.40%, to
$29.45 on the Nasdaq.

                      About Movie Gallery

Movie Gallery, Inc. is the third-largest company in the specialty
video retail industry based on revenues and the second-largest in
the industry based on stores. As of December 31, 2004, Movie
Gallery owned and operated 2,482 stores located primarily in the
rural and secondary markets throughout North America, including
over 200 stores in Canada. Since the company's initial public
offering in August 1994, Movie Gallery has grown from 97 stores to
its present size through acquisitions and new store openings.

                  About Hollywood Entertainment

Hollywood Entertainment Corporation is a rental retailer of
digital video discs -- DVDs, videocassettes and video games in the
United States.  During the year ended December 31, 2003, the
Company operated 1,920 Hollywood Video stores in 47 states and the
District of Columbia.  Hollywood Entertainment also operates 595
Game Crazy stores, which are game specialty stores where game
enthusiasts can buy, sell and trade new and used video game
hardware, software and accessories.  Hollywood Video stores
represented approximately 89%, and its Game Crazy stores
represented approximately 11% of the Company's total revenue in
2003.

                     About Blockbuster Inc.

Blockbuster Inc. is a leading global provider of in-home movie and
game entertainment, with more than 9,000 stores throughout the
Americas, Europe, Asia and Australia.  The Company may be accessed
worldwide at http://www.blockbuster.com/

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2005,
Standard & Poor's Ratings Services 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.  S&P said 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.

"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.


BOWATER: Fitch Rates Senior Unsecured Bonds & Bank Loan at BB-
--------------------------------------------------------------
Fitch has rated Bowater's senior unsecured bonds and bank debt
'BB-'.  The Rating Outlook is Stable.  Nearly $2.5 billion of debt
is subject to the rating.

The ratings are based on Bowater's leverage, the pace of recovery
in cash flow from its newsprint mills, and increased capital needs
as Bowater shifts production into higher priced coated mechanical
and uncoated mechanical paper grades.  Bowater's fortunes are
slowly turning a corner.  The demand for newsprint in North
America is still seeking a floor (down 7.7% for the past two
months year over year).  However, the industry has managed to
charge a little more for newspaper than costs have risen, about
$20/tonne in cash margin year over year in Bowater's case, and the
industry is looking to reduce newsprint capacity further to
balance the market.  Coincidently, the company has been shifting
production into light-weight coated and uncoated mechanical grades
whose prices have been supported by high-single/low-double digit
growth in demand.  Year-over-year increases in coated and
specialty paper tonnage (near 200,000 tons) have brought these
grades to just under 30% of company revenues, with operating
margins in last year's fourth-quarter a full 1.7% better than that
earned in newsprint.

EBITDA could increase by 50% this year, but Bowater will also be
pouring additional money into uncoated mechanical production and
maintenance, almost doubling last year's capital expenditures.
This will impede debt reduction this year in favor of a longer
term shift in business mix.  Fitch expects Bowater's net
debt/EBITDA could improve to near 4.5 times by year-end from 6.9x
at the end of last year but without much change in the company's
financial risk profile.

Bowater's major business interests are newsprint (the second
largest producer in North America with 19% of capacity),
lightweight coated and specialty papers (15% of North American
capacity), supercalendared and uncoated mechanical grades (12% of
North American capacity), market pulp (the third largest producer
in North America with a 10% share), and lumber.

The ratings were initiated by Fitch as a service to investors.


BREED TECHNOLOGIES: Court Won't Bar Potential Shareholder Recovery
------------------------------------------------------------------
Early this year, BREED Technologies, Inc., asked the U.S.
Bankruptcy Court to extend the deadline by which it must file a
final report and to delay entry of a final decree until at least
July 31, 2005.  At a Feb. 28, 2005, hearing, the Honorable John L.
Peterson granted the extension, but said he wouldn't approve any
further delays.  The Reorganized Debtor, in turn, asked Judge
Peterson to reconsider that decision.  At a hearing earlier this
month, Judge Peterson vacated his order prohibiting further
extensions.

BREED Technologies, Inc., filed for chapter 11 protection on
September 20, 1999 (Bankr. D. Del. Case No. 99-3399), the
Bankruptcy Court confirmed the Debtor's Third Amended Joint Plan
of Reorganization on November 22, 2000.  and that Plan took effect
on December 26, 2000.  Among other things, the Plan cancelled all
of BREED's common stock outstanding prior to the effective date of
the Plan.  Under the Plan, BREED continued as a private
corporation with new capital and ownership structures.  John
Riess, the former CEO of Gates Rubber Company, was named as
BREED's Chief Executive Officer.

                    AlliedSignal Litigation

The Plan also established the AlliedSignal Recovery Trust to
pursue post-confirmation litigation against AlliedSignal
Corporation.  On October 30, 1997, AlliedSignal sold its
automotive safety restraints business to Breed Technologies for
$710 million in cash.  The safety restraints business reported
$940 million of net sales in 1996 and $70 million of income in
that year.  Before BREED sought chapter 11 protection, it sued
AlliedSignal for more than $700 million, alleging fraud and
misrepresentation with respect to the Debtor's purchase of the SRS
division from AlliedSignal and fraudulent transfer.

The proceeds from the AlliedSignal Litigation are the primary
source of recovery for the Debtor's creditors as well as the only
hope for a recovery by holders of equity interests.  The
AlliedSignal Recovery Trust must obtain authority from the
Bankruptcy Court to distribute any remaining proceeds from the
AlliedSignal Litigation to holders of Allowed Claims in Class 6,
and then, if all Class 6 Allowed Claims are paid in full, to
holders of Allowed Equity Interests in Class 9.  The trustee under
the AlliedSignal Recovery Trust has informed the Debtor's counsel
that the parties to the AlliedSignal Litigation are engaged in
on-going pre-trial discovery. Trial is not expected to commence
before late 2005. As such, Reorganized Breed explained in its
request for reconsideration, it is too soon to determine the
amount of proceeds available for distribution under the
AlliedSignal Recovery Trust or whether the trustee thereunder will
need to seek Bankruptcy Court approval of distributions to equity.
If the Debtor's bankruptcy case were to close, the trustee of the
AlliedSignal Recovery Trust would not have access to the
Bankruptcy Court.  That result, BREED argued, is at odds with the
purposes of the Plan, and would prejudice creditors.

BREED reports that the AlliedSignal Litigation is not expected to
proceed to trial before late 2005.

BREED, a global producer of automotive safety systems, is
represented by Mary F. Caloway, Esq., and Mark R. Owens, Esq., at
Klett Rooney Lieber & Schorling, and Steven J. Kahn, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.


BRODER BROS: Posts $1.5 Million Net Loss in Fiscal Year 2004
------------------------------------------------------------
Broder Bros., Co., reported results for its fourth quarter and
fiscal year ended Dec. 25, 2004, closing a year, which produced
strong improvement in revenues and profitability.

The Company acquired Alpha Shirt Holdings, Inc., the parent of
Alpha Shirt Company, on September 22, 2003 and NES Clothing
Company on August 31, 2004.  Actual results in this release
include the results of Alpha and NES from the respective dates of
acquisition.  Pro forma results reflect the combined operations of
Broder, Alpha, NES and other acquired businesses for all periods
presented.  On November 23, 2004, the Company issued an additional
$50.0 million aggregate principal amount of its 11-1/4% Senior
Notes due 2010.  Pro forma results reflect the interest impact of
the Notes and corresponding reduction in borrowings under the
Company's line of credit as if the issuance of the Notes had
occurred on the first day of fiscal year 2003.

         Fourth Quarter 2004 Results Compared to Prior Year

Fourth quarter 2004 net sales were $242.0 million compared to
$201.9 million for the fourth quarter 2003.  Fourth quarter 2004
income from operations was $8.5 million compared to a loss from
operations of $(5.6) million for the fourth quarter 2003.  Fourth
quarter 2004 net income was $0.8 million compared to a net loss of
$(7.5) million for the fourth quarter 2003.

             Fourth Quarter 2004 Pro Forma Results
               Compared to Prior Year Pro Forma

Pro forma fourth quarter 2004 net sales of $242.0 million improved
over pro forma net sales of $234.6 million for the fourth quarter
2003.  Pro forma fourth quarter 2004 income from operations of
$8.9 million increased from the pro forma loss from operations of
$(4.9) million for the fourth quarter 2003. Pro forma fourth
quarter 2004 earnings before interest, taxes, depreciation and
amortization (EBITDA) of $14.2 million improved over pro forma
EBITDA of $1.7 million for the fourth quarter 2003.

Actual and pro forma results include the impact of certain
restructuring, integration and other highlighted charges discussed
below. Excluding these highlighted charges, pro forma fourth
quarter 2004 EBITDA was $16.9 million, compared to $12.7 million
pro forma EBITDA for the fourth quarter 2003.

           Full Year 2004 Results Compared to Prior Year

For fiscal year 2004, net sales of $877.4 million exceeded actual
net sales of $487.8 million for fiscal year 2003. Fiscal year 2004
income from operations of $26.0 million compared to a $(6.0)
million loss from operations for fiscal year 2003.  The fiscal
year 2004 net loss was $(1.5) million compared to a net loss of
$(12.5) million for fiscal year 2003.

                Full Year 2004 Pro Forma Results
                Compared to Prior Year Pro Forma

Fiscal year 2004 pro forma net sales of $967.2 million improved
over fiscal year 2003 pro forma net sales of $921.8 million.
Fiscal year 2004 pro forma income from operations of $29.5 million
improved over the pro forma income from operations of $10.5
million for fiscal year 2003.

Excluding the highlighted charges discussed below, pro forma
fiscal year 2004 EBITDA was $58.9 million, compared to $45.3
million for fiscal year 2003.

            Restructuring and Integration Activities

Throughout 2004 the Company successfully completed various
restructuring and integration activities related to the September
2003 combination of the Broder and Alpha businesses. The fourth
and final stage of this plan, migration of the order entry system
onto a single platform, was completed in October 2004.

Since the announcement of the Broder and Alpha merger, the Company
has successfully closed five distribution centers, three of which
were closed in 2003, and two in 2004.

In connection with the acquisition of NES, the Company has
identified cost saving opportunities of $1.6 million including the
closure of a distribution facility in March 2005. With the closure
of this distribution facility, and progress to date toward
reduction of certain redundant general and administrative
positions, the NES restructuring and integration is already
generating expected savings, and is expected to be substantially
complete by the end of 2005.

                       Highlighted Charges

Restructuring charges relate to severance and facility closure
costs incurred in connection with the integrations of Alpha and
NES.  In addition, restructuring charges include a second quarter
2004 non-cash charge of $0.8 million related to the write-down of
software and systems idled in the integration of Alpha.

Integration-related charges recorded in operating expenses
represent costs directly attributable to the integration of Alpha,
including expenses related to the information systems integration,
integration-related travel and the relocation of certain key
personnel to the Pennsylvania headquarters.

Other highlighted charges in the above table include a $0.9
million charge to operating expense in the third quarter 2003
related to the bankruptcy filing of a significant customer, a $1.9
million charge to cost of sales in the fourth quarter 2003 related
to inventory displaced in the restructuring of the Broder division
merchandise line, and a $0.3 million litigation settlement charge
in the second quarter 2004 recorded in other expense.

                    Pro Forma Segment Results

The Company has three operating segments.  The Broder division
generated fourth quarter 2004 net sales of $91.3 million compared
to $93.6 million in the fourth quarter 2003.  The Alpha division
generated fourth quarter 2004 net sales of $116.9 million compared
to pro forma net sales of $108.3 million in the fourth quarter
2003.  The NES division generated pro forma net sales of $33.8
million in the fourth quarter 2004, compared to pro forma net
sales of $32.7 million in the fourth quarter 2003.

For fiscal year 2004, the Broder division generated net sales of
$380.0 million compared to pro forma net sales of $374.7 million
in fiscal year 2003.  Fiscal year 2004 net sales for the Alpha
division were $454.5 million compared to pro forma net sales of
$423.9 million in fiscal year 2003. Fiscal year 2004 pro forma net
sales for the NES division were $132.7 million compared to pro
forma net sales of $123.2 million in fiscal year 2003.

                        Business Outlook

"We are very pleased with our completion of the Alpha integration
process and the ensuing results we have enjoyed from the
combination of the businesses," said Vince Tyra, Chief Executive
Officer. "We now look forward to leveraging our most recent
acquisition of NES with equal success. While 2004 was a terrific
year, we remain focused on enhancing our position as a market
leader while improving the profitability of the business. Our
recent launch of four new private label brands and the planned
April 2005 opening of our newest distribution center in Seattle
are just two of our strategic initiatives designed to meet both
objectives."

                       About Bain Capital

Bain Capital -- http://www.baincapital.com/-- is a global private
investment firm that manages several pools of capital including
private equity, high-yield assets, mezzanine capital and public
equity with more than $21 billion in assets under management.
Since its inception in 1984, the firm has made private equity
investments and add-on acquisitions in over 225 companies around
the world, in a variety of sectors, including in industrial,
manufacturing, and distribution businesses. Bain Capital partners
with exceptional management teams in order to build long-term
value in its portfolio companies. Headquartered in Boston, Bain
Capital has offices in New York, London and Munich.

                        About the Company

Broder Bros., Co. owns and operates three well-recognized brands
in the imprintable sportswear industry: "Broder," "Alpha," and
"NES." Through these three brands, the Company operates 17
distribution centers, strategically located throughout the United
States, with the capability to ship to over 80% of the U.S.
population in one day and 98% of the U.S. population in two days.
The imprintable sportswear industry is characterized by a highly
fragmented customer base comprised primarily of regional and local
decorators who, primarily because of their size, do not generally
purchase directly from manufacturers. The Company provides the
resources to handle small orders, while offering broad selection,
extensive inventory, and rapid delivery. The Company's customers
are decorators who purchase product from the Company, decorate the
blank product, and then in turn sell to a wide variety of end-use
consumers.

The Broder, Alpha, and NES brands offer exceptional customer
service, wide product selection, and industry leading catalogs and
marketing materials that have been central to the success of each
brand. The Company offers virtually all of the leading industry
products including those manufactured by Gildan, Hanes, Jerzees,
Fruit of the Loom, and Anvil. The Company distributes several
exclusive or near-exclusive brands including Nike Golf, Champion,
Columbia Sportswear, Perry Ellis, Adidas Golf and Weatherproof.
The Company has also developed proprietary brands including Devon
& Jones, Authentic Pigment, Luna Pier, HYP, Desert Wash, and
Harvard Square. In 2005, the Company introduced several new
private label brands including Chestnut Hill, Great Republic,
Apples & Oranges, and Harriton.

Broder Bros., Co. was purchased in May 2000 by Bain Capital, one
of the leading private equity investment firms in the world.
Subsequent to Bain's purchase of Broder Bros., Co., the Company
expanded its geographic reach and market share through the
acquisitions of St. Louis T's in 2000, Full Line Distributors and
Gulf Coast Sportswear in 2001, T-Shirts & More and Alpha Shirt
Company in 2003, and NES Clothing in 2004.

The Broder Bros., Co. headquarters is located at Six Neshaminy
Interplex, Trevose, PA 19053. Further information can be found on
the Company's web-sites: http://www.broderbros.com/
http://www.alphashirt.com,and http://www.nesclothing.com.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2004,
Moody's Investors Service assigned a B3 rating to Broder Bros.,
Co.'s proposed $50 million Add-On issue of 11-1/4% guaranteed
senior unsecured notes due 2010 and affirmed the company's
existing ratings.  Moody's said the ratings outlook is stable.


CALPINE CORPORATION: Needs More Time to File Annual Report
----------------------------------------------------------
Calpine Corporation needs more time to prepare its financial
statements ending file its annual report for the year ended
December 31, 2004.

As of December 31, 2004, the Company did not maintain effective
controls over the accounting for the tax effects of its
discontinued operations as a result of the sale of its Canadian
and certain U.S. oil and gas assets during the third quarter of
2004.  The Corporation expects to restate its financials for the
period ended September 30, 2004, to correct an error in the tax
provision recorded in that filing.  Due to the additional time
required to complete these financial statements, Calpine could not
file its 2004 Annual Report in a timely manner without
unreasonable effort or expense.

As a result of the third quarter control deficiency with respect
to the recording of taxes within discontinued operations,
management determined that this control deficiency constitutes a
material weakness.  Because of this material weakness, the Company
has concluded that it did not maintain effective internal control
over financial reporting as of December 31, 2004.  The Company
expects that its external auditors will issue an adverse opinion
on the Company's internal control environment as of December 31,
2004, because of this issue.  The Company will provide a
discussion of its remediation actions that have been implemented
to ensure effective controls over the recording of the tax
provision in its 2004 Annual Report.  In accordance with Section
404 of the Sarbanes-Oxley Act, the Company and its auditors
continue to assess the overall controls environment and its
effectiveness.

                       Earnings Guidance

The Corporation anticipates that a significant change in its
results of operations from the last fiscal year will be reflected
by the earnings statements to be included in its 2004 Annual
Report.  Specifically, Calpine expects to report a loss before
benefit for income taxes of approximately $717.4 million for 2004,
compared to income before provision for income taxes of
$94.6 million previously reported in 2003.

As discussed, the Corporation is evaluating the tax effects for
its third quarter 2004 discontinued operations and has not
finalized its 2004 tax provision.  The 2004 results, after the
effects of the discontinued operations from the sale of certain
oil and gas assets in September 2004, include several previously
disclosed items, including:

   a) a $387.9 million increase in interest expense and
      distributions on trust preferred securities, as compared to
      the same period in 2003;

   b) $202.1 million of impairment charges for certain oil and gas
      reserves; and

   c) market fundamentals, which caused total spark spread,
      despite a total increase of $79.2 million, or 4%, to not
      increase commensurately with additional plant operating
      expense, transmission purchase expense and depreciation
      costs associated with new power plants coming on-line.

These decreases in income before provision for income taxes
were partially offset by pre-tax income in the amount of
$171.5 million, net of transaction costs and the write-off of
unamortized deferred financing costs, associated with the
restructuring of power purchase agreements for the Newark and
Parlin power plants and the sale of an entity holding a power
purchase agreement.

Calpine Corporation -- http://www.calpine.com/--is a North
American power company dedicated to providing electric power to
customers from clean, efficient, natural gas-fired and geothermal
power plants.  The company generates power at plants it owns or
leases in 21 states in the United States, three provinces in
Canada and in the United Kingdom.  The company, founded in 1984,
is listed on the S&P 500 and was named FORTUNE's 2004 Most Admired
Energy Company.  Calpine is publicly traded on the New York Stock
Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Calpine Corp.'s (B/Negative/--) $736 million unsecured convertible
notes due 2014.  The rating on the notes is the same as Calpine's
existing unsecured debt and two notches lower than the corporate
credit rating.  The outlook is negative.


CATHOLIC CHURCH: Tucson Wants to Share Copies of Proofs of Claims
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
December 13, 2005, The Diocese of Tucson sought and obtained a
protocol regarding the handling and access to proofs of claim and
other pleadings filed by abuse claimants.

              Tucson Wants to Share Claim Documents
                 With Insurers & Representatives

The Diocese of Tucson engaged in negotiations with its insurers
regarding, among other things, the extent of the insurers'
coverage liability directly related to claims filed in the
Diocese's Chapter 11 case.  To facilitate those discussions and
comply with the Diocese's obligations as an insured under the
insurance policies, Tucson finds it necessary to share copies of
the proofs of claim.

In this regard, the Diocese asks the U.S. Bankruptcy Court for the
District of Tucson for permission to share copies of the proofs of
claim obtained pursuant to the Protocol Order with its insurers.

The insurance companies will execute confidentiality agreements
acceptable to the Diocese.

Susan Boswell, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, asserts that the Diocese's request is supported
and authorized by Sections 105 and 107 of the Bankruptcy Code and
Rule 9018 of the Federal Rules of Bankruptcy Procedure, which
permit the Court to issue an order that will protect entities and
individuals from potential harm that may result from disclosure of
potentially scandalous or defamatory information.

Ms. Boswell also reminds Judge Marlar that several fiduciaries
have been appointed in Tucson's Chapter 11 case to represent
various creditor constituencies, specifically:

   -- the U.S. Trustee has appointed an Official Committee of
      Tort Creditors; and

   -- the Court has appointed A. Bates Butler, III, as the
      Unknown claims Representative, and Charles Arnold as the
      Guardian ad Litem.

The Committee and Messrs. Butler and Arnold have each sought
information from the Diocese regarding the proofs of claim to
perform their duties.  The Committee, Messrs. Butler and Arnold
have indicated that they do not need to know the identity of the
claimants.

Since the Protocol Order specifically prohibits the Diocese of
Tucson from sharing the confidentially filed claims with any other
parties except for the Pima County Attorney's Office and related
enforcement agencies, the Diocese entered into an agreement with
the Committee and Messrs. Butler and Arnold for the sharing of
confidential proofs of claim relating to sexual abuse.

The Protocol Agreement provides that the Committee and Messrs.
Butler and Arnold, and their court-appointed counsel and
consultants, will be allowed access to all the information from
the proofs of claim filed by individuals alleging injuries related
to sexual abuse, except the claimant's identity.

Tucson also asks Judge Marlar to approve the Protocol Agreement so
that it may share the specified confidential information with the
Committee, and Messrs. Butler and Arnold.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHC INDUSTRIES: Files 2nd Amended Plan & Disclosure Statement
-------------------------------------------------------------
CHC Industries, Inc., fka Cleaners Hanger Company, delivered a
Second Amended Disclosure Statement explaining its Second Amended
Plan of Reorganization to the U.S. Bankruptcy Court for the Middle
District of Florida on March 25, 2005.

The Amended Plan calls for the liquidation of the Debtor's assets
and the pursuit of causes of actions for the benefit of unsecured
creditors.  The Debtor liquidated certain assets and may continue
to liquidate other assets prior to the Plan's confirmation.  The
proceeds from the asset sales will constitute the Reorganized
Debtor's property on the plan's effective date and will be subject
to the distribution process described under the Plan.

On the Effective Date, the Debtor will transfer all Causes of
Action to the Reorganized Debtor.

The Plan groups claims and interests into six classes.

Unimpaired Claims consist of:

   a) Allowed Priority Claims, to be paid in full, in Cash, on
      the Distribution Date, in an amount equal to the Allowed
      Amount of those Priority Claims, in accordance with Section
      1129(a)(9)(B) of the Bankruptcy Code;

   b) Secured Claims of Sun Trust have already been paid during
      the Debtor's reorganization process and will not receive any
      distributions under the Plan;

Impaired Claims consist of:

   a) Allowed Tax Lien Claims, to be paid in full, in Cash, on
      the Distribution Date, in an amount equal to the Allowed
      Amount of those Tax Lien Claims;

   b) Allowed Administrative Convenience Claims, to be paid
      90 days after the Effective Date, or in the case of Disputed
      Administrative Convenience Claims, upon the entry of a Final
      Order allowing those disputed Administrative Convenience
      Claims;

   c) Allowed Unsecured Claims, which receive their Pro Rata Share
      from the proceeds received by the Reorganized Debtor from
      the liquidation of the Assets, including the Causes of
      Action recoveries, after payment for the expenses of the
      Reorganized Debtor, funding the Reorganized Debtor Reserve,
      and payment of the Allowed Administrative Claims, Allowed
      Priority Claims and Allowed Tax Lien Claims; and

   d) Allowed Equity Interests, which be entitled to receive their
      Pro Rata Share from the proceeds received by the Reorganized
      Debtor from the liquidation of the Assets, including the
      pursuit of Causes of Action, after payment for the expenses
      of the Reorganized Debtor, funding the Reorganized Debtor
      Reserve and payment of the Allowed Administrative Claims,
      Allowed Priority Claims, Allowed Tax Lien Claims, Allowed
      Secured Claims, Allowed Administrative Convenience Claims
      and Allowed Unsecured Claims.

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

  http://www.researcharchives.com/bin/download?id=050329002239

     - and -

  http://www.researcharchives.com/bin/download?id=050329002714

The Court has yet to schedule a hearing to consider the adequacy
of the Second Amended Disclosure Statement or confirmation of the
Second Amended Plan.

Headquartered in Palm Harbor, Florida, and formerly known as
Cleaners Hanger Company, CHC Industries, Inc., manufactures and
distributes steel wire coat hangers.  The Company filed for
chapter 11 protection on October 6, 2003 (Bankr. M.D. Fla. Case
No. 03-20775).  Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, PA, represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $25,000,000 in total assets and $20,000,000
in total debts.


CHC INDUSTRIES: Wants Solicitation Period Extended to May 31
------------------------------------------------------------
CHC Industries, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida to extend until May 31, 2005, the
period within which it alone can solicit acceptances of its
Second Amended Plan of Reorganization from creditors.

The Debtor explains that it filed the Second Amended Disclosure
Statement and Second Amended Plan of Reorganization on March 25,
2005, to resolve the objections interposed by the Official
Committee of Unsecured Creditors and Ispat North America, Inc., to
its First Amended Disclosure Statement.  The filing of the
Disclosure Statement and Plan is proof of the Debtor's sincerity
of crafting a Plan that is acceptable to its creditors and other
parties in interest, the company says.

The Debtor says an extension of its exclusive solicitation period
is necessary to work out other pending issues to confirm the Plan.
The Debtor assures the Court that the extension will not prejudice
its creditors and other parties-in-interest.

Headquartered in Palm Harbor, Florida, and formerly known as
Cleaners Hanger Company, CHC Industries, Inc., manufactures and
distributes steel wire coat hangers.  The Company filed for
chapter 11 protection on October 6, 2003 (Bankr. M.D. Fla. Case
No. 03-20775).  Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, PA, represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $25,000,000 in total assets and $20,000,000
in total debts.


CHESLEY ENTERPRISES: Blames White Way Deal for Chapter 11 Filing
----------------------------------------------------------------
Aaron Bray III, Chesley Enterprises, Inc.'s CEO, tells Judy Sarles
at the Nashville Business Journal that unexpected complications
after its acquisition of White Way Cleaners last year are what
caused the company to tumble into chapter 11.

"It was just a complicated acquisition because of the size of it,"
Mr. Bray told Ms. Sarles, and caused the company to grow faster
than it anticipated.  Accounts receivable swelled, Mr. Bray
continued, making the company cash poor.

Ms. Sarles explains that the White Way acquisition entailed buying
a processing plant and procuring the pickup and delivery routes,
not the purchase of any White Way stores.  Chesley, a third-
generation business, has one store and relies on a fleet of six
trucks for pickup and delivery.  It has a seventh truck for
intracompany deliveries and some commercial routes.  White Way
operates retail stores, and "the rent was just killing them," Mr.
Bray says.

Chesley Enterprises, Inc., dba Chesley the Cleaner --
http://www.chesleythecleaner.com/-- filed for chapter 11
protection (Bankr. M.D. Tenn. Case No. 05-02902) on March 9, 2005,
listing assets and liabilities between $1 million and $10 million.
Edwin M. Walker, Esq., at Garfinkle Mclemore & Walker, represents
the Debtor in its restructuring.


CHIQUITA BRANDS: S&P Lowers Senior Unsecured Debt Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on fresh fruit and vegetable producer and
distributor Chiquita Brands International Inc.

At the same time, Standard & Poor's assigned its 'B+' ratings and
'3' recovery ratings to Chiquita Brands LLC's $150 million
revolving credit facility and $125 million term loan A, both due
2010, indicating that lenders can expect meaningful (50% to 80%)
recovery of principal in the event of a payment default.

In addition, Standard & Poor's assigned its 'BB-' rating and a '1'
recovery rating to the company's $375 million term loan B due
2012, indicating that lenders can expect full (100%) recovery of
principal in the event of a payment default.

Chiquita's senior unsecured debt rating was lowered to 'B-' from
'B' due to the amount of priority obligations that rank ahead of
the senior unsecured notes. In addition, Standard & Poor's
assigned its preliminary 'B-'/'B-' senior unsecured/subordinated
debt ratings to Chiquita's $350 million universal shelf
registration.  Furthermore, Standard & Poor's assigned its 'B-'
rating to Chiquita's $150 million in new senior unsecured notes
that will be issued from this shelf registration at closing.
Chiquita also plans to issue $75 million in convertible preferred
stock from the shelf at closing although this issue will not be
rated.

Standard & Poor's removed all ratings from CreditWatch, where they
were placed on Feb. 23, 2005.  The outlook is negative.
Cincinnati, Ohio-based Chiquita is expected to have about $1.1
billion in total debt outstanding at closing.

Proceeds from the new credit facilities and shelf drawdown will be
used to finance Chiquita's $855 million acquisition of the Fresh
Express unit of Performance Food Group and for other general
corporate purposes, including permitted acquisitions.


CITICORP MORTGAGE: Fitch Puts Low-B Ratings on Classes B-4 & B-5
----------------------------------------------------------------
Fitch rates Citicorp Mortgage Securities, Inc.'s REMIC
pass-through certificates, series 2005-2:

      -- $311,664,490 classes IA-1 through IA-5, IA-PO, IIA-1,
         IIA-2, and IIA-PO certificates (senior certificates)
         'AAA';

      -- $3,832,000 class B-1 'AA';

      -- $1,597,000 class B-2 'A'

      -- $798,000 class B-3 'BBB'.

      -- $479,000 class B-4 'BB';

      -- $479,000 class B-5 'B'.

The $479,743 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.40%
subordination provided by:

            * the 1.20% class B-1,
            * the 0.50% class B-2,
            * the 0.25% class B-3,
            * the 0.15% privately offered class B-4,
            * the 0.15% privately offered class B-5, and
            * the 0.15% privately offered class B-6.

In addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures, and
CitiMortgage, Inc.'s servicing capabilities (rated 'RPS1' by
Fitch) as primary servicer.

The mortgage loans have been divided into two pools of mortgage
loans.  Pool I, with an unpaid aggregate principal balance of
$247,676,021, consists of 478 recently originated, 28-30-year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (32.11%)
and New York (19.92%).  The weighted average current loan to value
ratio -- CLTV -- of the mortgage loans is 65.81%.  Condo
properties account for 6.37% of the total pool and co-ops account
for 8.58%.  Cash-out refinance loans represent 21.13% of the pool
and there are no investor properties.  The average balance of the
mortgage loans in the pool is approximately $518,151.  The
weighted average coupon -- WAC -- of the loans is 5.856% and the
weighted average remaining term is 358 months.

Pool II, with an unpaid aggregate principal balance of
$71,653,213, consists of 133 recently originated, 12-15-year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (31.77%)
and New York (8.25%).  The weighted average CLTV of the mortgage
loans is 58.13%.  Condo properties account for 8.51% of the total
pool and co-ops account for 0.57%.  Cash-out refinance loans
represent 26.04% of the pool and there are no investor properties.
The average balance of the mortgage loans in the pool is
approximately $538,746.  The WAC of the loans is 5.314% and the
weighted average remaining term is 178 months.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003, entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings web site at
http://www.fitchratings.com/

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI deposited the
loans into the trust, which then issued the certificates. U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


COLEMAN CABLE: Names S. Levinson & J. London to Board of Directors
------------------------------------------------------------------
Coleman Cable, Inc.'s Board of Directors has appointed Shmuel D.
Levinson and James G. London to the Coleman Cable Board of
Directors, effective March 22, 2005.  Both Mr. Levinson's and Mr.
London's term will expire at this year's annual meeting of
stockholders, at which time they will be nominated along with the
other members of the Board to a regular one year term.

Mr. Levinson is a principal in his family business where he has
been involved in the acquisition, management and development of
over 2 million square feet of commercial and residential
properties since 1996, as well as for Trapeeze Inc., a real estate
investment company in which he has sole voting control.  He also
is the Managing Director of Levinson Capital Management LLC,
where, over the last 5 years, he has overseen more than 30 private
equity transactions.  Mr. Levinson currently is a director of
Optician Medical Inc., a medical device manufacturer located in
Columbus, Ohio.

Mr. London was, from 1994 to 2002, the President of the Wire &
Cable Division of Anixter International Inc.  He retired in 2002
after a 26-year career with Anixter.

G. Gary Yetman, President and Chief Executive Officer of Coleman
Cable, said, "We are pleased to have both Sam Levinson and Gary
London join our Board.  They have both had distinguished and
successful business careers and their backgrounds, operational
knowledge and experience will bring additional perspective to our
Board and will help support Coleman Cable's continued growth."

Both Mr. Levinson and Mr. London are independent and satisfy the
undertaking made by Coleman Cable in connection with its sale in
September 2004 of its 9-7/8% Senior Notes to elect at least one
independent director to its Board.

                       About the Company

Coleman Cable Inc. is a leading designer, manufacturer and
supplier of a broad line of electrical wire and cable products in
the United States.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2004,
Standard & Poor's Ratings Service assigned its 'B+' corporate
credit rating to Waukegan, Illinois-based Coleman Cable Inc., and
assigned its 'B-' rating to the company's proposed $110 million
senior unsecured notes.  The outlook is stable.

Coleman, a manufacturer of wire and cable products, is expected to
use the proceeds from the note issue, along with a drawdown on a
new $75 million asset-based secured revolving bank facility, to
refinance all existing funded debt, and make a distribution of
$11 million to equity sponsors and for management bonuses.  The
senior unsecured notes are rated two notches below the corporate
credit rating, reflecting the material amount of secured debt in
the capital structure.

"The corporate credit rating reflects the company's modest scale
in the highly competitive, relatively low value-added wire and
cable manufacturing industry and high leverage," said Standard &
Poor's credit analyst Joshua Davis.  These factors partially are
offset by strong market positions in higher-profit, niche
segments, and a broad overall mix of end markets, products, and
customers, resulting in less operating volatility than for many
other wire and cable manufacturers.


CRIIMI MAE: Moody's Considers Upgrade of Junk Preferred Rating
--------------------------------------------------------------
Moody's Investors Service has placed its Caa2 preferred stock
rating of CRIIMI MAE Inc. under review for possible upgrade.
CRIIMI MAE is a REIT that owns and manages a portfolio of
approximately $1 billion face amount in mortgage securities --
primarily investments in subordinate CMBS tranches.  CRIIMI MAE
emerged from bankruptcy in April 2001.

Recapitalization of the REIT in January 2003 with infusions of
common equity and subordinate debt, as well as with a new, less
expensive secured financing package, have improved its financial
flexibility and allowed it to retain operating cash flow.
CRIIMI MAE has become current on dividends in arrears following
distributions on June 30, 2003.  The REIT continues to make
preferred dividend distributions due to improved financial metrics
and liquidity.  The Board of Directors of CRIIMI MAE recently
engaged a financial advisor to assist the REIT in undertaking a
review of its various strategic alternatives, including a possible
sale of the REIT.  According to Moody's this rating action
reflects the success of the company's recapitalization, strong
sponsorship and management by Brascan Real Estate Finance Fund,
ongoing ability to make preferred stock dividend distributions,
and possible near term strategic restructuring that could further
enhance the position of preferred stockholders.

During its review, Moody's will examine the REIT's emerging
business plan and possible strategic alternatives as they affect
creditor protections.  An upgrade in CRIIMI MAE's preferred stock
rating will reflect further clarity in the strategic direction and
ownership of the REIT, as well as enhancement trends in the
position of preferred stockholders.

These rating was placed under review for upgrade:

   * CRIIMI MAE Inc. -- Series B Preferred Stock at Caa2

CRIIMI MAE Inc. (NYSE: CMM), a commercial mortgage company,
headquartered in Rockville, Maryland, USA, is structured as a real
estate investment trust (REIT).  The REIT reported assets of
$1.1 billion, and equity of $428 million, at December 31, 2004.


CRYOPAK INDUSTRIES: Raising $1M from Private Debenture Placement
----------------------------------------------------------------
Cryopak Industries Inc. (TSX VENTURE:CYK)(OTCBB:CYPKF) reports
that, in light of its accumulated operating losses and to address
its immediate working capital needs, it has received commitments
with respect to a non-brokered private placement of Secured
Subordinate Convertible Debentures in the principal amount of
$1,000,000, subject to regulatory approval.

Under the terms of the proposed private placement, the Company
plans to issue Debentures maturing five years from the date of
issuance and with a coupon rate of 15% per annum, payable monthly
in arrears.  The Debentures will be secured by a charge on the
assets of the Company, subordinate to the security interest held
by the Company's bank lender.  The Debentures will be convertible
at any time after their issuance into common shares of the Company
at the holder's option at $0.36 per Common Share in the first two
years, $0.40 in year 3, $0.44 in year 4, and $0.49 in year 5.  The
Company will also have the option to prepay Debentures anytime
after one year from the date of issue or to require the holders to
convert the Debentures if the Common Shares traded at a price in
excess of 250% of the conversion price for 90 consecutive days or
more.

It is anticipated that the Debentures and Common Shares issuable
under the Debentures will be subject to a four-month hold period.
The Company anticipates completion of this private placement in
the coming days due to the immediate need for the funds.  The net
proceeds from the private placement are expected to be used to
meet current liabilities and for working capital purposes.  The
Company continues to be in discussions with additional parties,
including potential strategic partners, in an effort to improve
its working capital position and explore various strategic
options.

Esarbee Investments Ltd., an insider of the Company, B.C.
Discovery Fund (VCC) Inc., which is related to an insider of the
Company, Mr. John McEwen, Chairman of the Company, and Mr. Martin
Carsky, Chief Executive Officer of the Company, intend to
subscribe for $500,000, $250,000, $35,000 and $26,000 of the
Debentures, respectively.

With facilities in Vancouver and Montreal, Cryopak --
http://www.cryopak.com/-- provides temperature-controlling
products and solutions.  The Company's clients include some of
North America's leading retailers and consumer goods companies, as
well as global pharmaceutical companies.  In its retail business,
the Company develops, manufactures and sells reusable ice
substitutes, flexible hot and cold compresses, reusable gel ice
and instant hot and cold packs.  These products are marketed under
such popular brand names as Ice-Pak(TM), Flexible Ice(TM) Blanket,
Simply Cozy(R), and Flex Pak(TM).  In its pharmaceutical business,
the Company engineers solutions and supply products that help our
customers safely transport their temperature sensitive
pharmaceuticals.  Over the past few years the Company has evolved
into a recognized player in this growing segment as we assist
customers in optimizing their cold chain processes.  The Company's
shares are listed on the TSX Venture Exchange under the symbol
CII.

                         *     *     *

                       Going Concern Doubt

During the six months ended September 30, 2004, Cryopak Industries
incurred a loss of $516,819.  During the three-year period ended
March 31, 2004, the Company incurred losses topping $5 million,
and during the year ended March 31, 2004, the Company reported
negative cash flows from operations of $297,883.  As at September
30, 2004, the deficit is $7,009,847 and the working capital
deficiency is $4,541,266.  The Company continues to be in default
on the repayment of the principal and accrued interest of the
convertible loan, which was due on June 7, 2003.

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

As of Dec. 31, 2004, Cryopak's balance sheet shows a 1:2 liquidity
ratio, with $3.4 million in current assets available to pay
$6.9 million in current liabilities.  Cryopak's shareholder equity
erodes as losses continue.  At Dec. 31, 2004, shareholder equity
stood at $2,907,944, down from $3,767,596 at March 31, 2004.


DOCUMENT EXPRESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Document Express, Inc.
        75 Ninth Avenue
        New York, New York 10011

Bankruptcy Case No.: 05-11980

Type of Business: The Debtor provides copying and duplicating
                  services.

Chapter 11 Petition Date: March 28, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Avrum J. Rosen, Esq.
                  Law Office of Avrum J. Rosen
                  38 New Street
                  Huntington, NY 11743
                  Tel: 631-423-8527
                  Fax: 631-423-4536

Total Assets: $2,748,046

Total Debts:  $1,453,030

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Xerox                         Contract                  $478,060
800 Carillon Parkway
St. Petersburg, FL 33716

World Copy                    Trade debt                 $83,867
230 West 41st St., Level B
New York, NY 10036

St. Paul Travelers            Insurance                  $73,411
Saperstein Agency Inc.
901 N. Broadway
No. Massapequa, NY 11758

RLS Legal Solutions           Trade debt                 $67,859

Superior Office Systems       Trade debt                 $49,380

Marquardt & Company           Trade debt                 $46,584

Jamestown Chelsea Market      Landlord                   $25,251

Kleinberg, Kaplan, Wolff      Personal Service           $23,251
et al.

Timothy Steuerer              Broker                     $20,000

Oxford Health Plans (NY)      Insurance                  $16,474

Attorney Trust Account of     Settlement of lawsuit      $12,000
Zatchi & Assoc. & Inal Todedo

Oce North America             Lease                      $11,825

The Weeks Lerman Group        Trade debt                 $10,674

Metro Copy and Duplicating    Trade debt                  $7,905

Village Copier Service        Trade debt                  $6,010

Friedman LLP                  Accountants                 $5,450

LMR Business Systems, Inc.    Trade debt                  $4,008

Oce North America             Lease                       $3,800

Gotham Air, Inc.              Trade debt                  $3,704

Leonard Martin Office         Trade debt                  $3,554
Products


DONNKENNY INC: Committee Taps Magnan Graizzaro as Accountants
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Donnkenny,
Inc., and its debtor-affiliates, asks the U.S. Bankruptcy Court
for the Southern District of New York for permission to employ
Magnan Graizzaro & Associates CPA's LLP as its accountants,
consultants and financial advisors.

Magnan Graizzaro is expected to:

   a) assist and advise the Committee in the analysis of the
      current financial position of the Debtors;

   b) assist and advise the Committee in its analysis of the
      Debtors' business plans, cash flow projections,
      restructuring programs, selling, general and administrative
      structure and other reports or analyses prepared by the
      Debtors or their professionals in order to assist the
      Committee in its assessment of the business viability of the
      Debtors, the reasonableness of projections and underlying
      assumptions, and the impact of the market conditions on
      forecasted results of the Debtors;

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

   d) assist and advise the Committee in its analysis of the
      Debtors' internally prepared financial statements and
      related documentation, in order to evaluate performance of
      the Debtors as compared to its projected results;

   e) assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any plans of
      reorganization or strategic transactions, including
      developing, structuring and negotiating the terms and
      conditions of potential plans or strategic transactions;

   f) assist and advise the Committee in its analysis of potential
      causes of action, in the analysis of the Debtors'
      hypothetical liquidation analyses under various scenarios,
      and render expert testimony on behalf of the Committee;

   g) provide the Committee with other services, including  other
      bankruptcy, reorganization and related litigation support
      efforts, valuation assistance, corporate finance/M&A advice,
      compensation and benefits consulting, or other specialized
      services as maybe requested by the Committee and agreed to
      by Magnan Graizzaro;

Bruno Graizzaro, C.P.A., a Member at Magnan Graizzaro, reports the
Firm's professionals bill:

       Designation                      Hourly Rates
       -----------                      ------------
       Partners/Principals              $225 - $250
       Managers                         $170 - $215
       Supervisors/Senior Accountants   $125 - $160
       Staff Accountants                 $85 - $115
       Paraprofessionals                 $50 -  $75

Magnan Graizzaro assures the Court that it does not represent any
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.


DSL.NET: PwC Raises Going Concern Doubt in 2004 Audit Report
------------------------------------------------------------
After reviewing DSL.net Inc.'s 2004 financial statements,
PricewaterhouseCoopers LLP says there's substantial doubt about
the company's ability to continue as a going concern.  The
auditing firm had similar doubts a year ago.  At Dec. 31, 2004,
DSL.net's balance sheet shows $40.8 million in assets and
$12.1 million in shareholder equity.  DSL.net's accumulated
deficit at Dec. 31, 2004, tops $342 million.  The Company reported
a $35.6 million net loss in 2004; a $53 million net loss in 2003;
and a $49.7 million net loss in 2002.

                    Turns to Jefferies for Advice

Earlier this month, DSL.net retained Jefferies Broadview, a
division of Jefferies & Company, Inc., to advise on financing and
strategic alternatives.

"Jefferies has a keen understanding of the telecommunications
landscape and immense resources that can assist us in identifying
and evaluating transactions with financial investors as well as
merger and acquisition alternatives," CEO Kirby G. "Buddy" Pickle
said at the time.  "We believe that engaging Jefferies to help us
fully explore our alternatives is in the best interests of our
stockholders and the Company."

                         About DSL.net

DSL.net, Inc. -- http://www.dsl.net/-- is a leading nationwide
provider of broadband communications services to businesses.  The
Company combines its own facilities, nationwide network
infrastructure and Internet Service Provider capabilities to
provide high-speed Internet access, private network solutions and
value-added services directly to small-and medium-sized businesses
or larger enterprises looking to connect multiple locations.
DSL.net product offerings include T-1, DS-3 and business-class DSL
services, virtual private networks, frame relay, Web hosting, DNS
management, enhanced e-mail, online data backup and recovery
services, firewalls and nationwide dial-up services, as well as
integrated voice and data offerings in select markets.


DURA OPERATION: Moody's Junks Three Subordinated Debt Issues
------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings for Dura
Operating Corp., its direct parent Dura Automotive Systems, Inc.,
and subsidiary Dura Automotive Systems Capital Trust.  The only
rating confirmed was the company's SGL-3 speculative grade
liquidity rating.  Moody's outlook following these rating actions
is stable.

The rating downgrades were driven by Dura Automotive's downward
revision of its first quarter and full-year 2005 guidance.
The lowered expectations were attributed to further deterioration
of industry conditions and increased uncertainty.  Dura Automotive
indicated that a number of negative variables were affecting near-
to-intermediate-term expectations, most significantly including
declining volumes of North American automakers, slower than
expected OEM launches of certain new programs in Europe, reduced
market shares of the Big Three, stepped-up customer price
compression, continued net increases in raw materials costs for
steel and other commodities, and delays in the conclusion of
certain key customer negotiations relating to these increases in
raw materials costs.  Moody's now expects that Dura Automotive
will at best generate only breakeven free cash flow during 2005
and will be unlikely to reduce net debt levels until 2006 or
later.

The specific rating actions implemented for Dura Automotive
Systems, Inc. and its subsidiaries were:

   -- downgrade to B1, from Ba3 of the ratings assigned for Dura
      Operating Corp.'s approximately $286 million of remaining
      guaranteed senior secured credit facilities, consisting of:

      * $175 million revolving credit facility due October 2008;

      * $111 million remaining term loan C due December 2008,
        (reflecting a $35 million prepayment during February 2005
        in connection with a credit agreement amendment);

   -- downgrade to B3, from B2, of the ratings for Dura Operating
      Corp.'s existing $400 million of 8.625% guaranteed senior
      unsecured notes due April 2012 (consisting of $350 million
      and $50 million tranches, respectively);

   -- downgrade to Caa1, from B3, of the ratings of Dura Operating
      Corp.'s $456 million of 9% guaranteed senior subordinated
      notes due May 2009;

   -- downgrade to Caa1, from B3, of the rating for Dura Operating
      Corp.'s Euro 100 million of 9% guaranteed senior
      subordinated notes due May 2009;

   -- downgrade to Caa2, from Caa1, of the rating for Dura
      Automotive Systems Capital Trust's $55.25 million of
      7.5% convertible trust preferred securities due 2028;

   -- downgrade to B2, from B1, of the senior implied rating for
      Dura Automotive Systems, Inc.;

   -- downgrade to B3, from B2, of the senior unsecured issuer
      rating for Dura Automotive Systems, Inc.;  and

   -- confirmation of the SGL-3 speculative grade liquidity rating
      of Dura Automotive Systems, Inc.

The rating downgrades incorporate the fact that Dura Automotive's
fiscal year end 2005 leverage as measured by total debt/EBITDAR
(incorporating off-balance sheet obligations for letters of credit
and the present value of operating leases as debt) is now expected
to exceed 6.0x.  Projected EBIT coverage of cash interest has also
declined and is expected to hover just above 1.0x.  In order for
Dura Automotive to offset unfavorable volume and mix issues,
significant ongoing customer price compression, and unfavorable
raw materials and cost economics, the company is under significant
pressure each year to generate $50 million or more of incremental
cost savings for improved operating efficiency, plant
consolidation, improved purchasing procedures, and customer
concessions.

In the event that costs rise more rapidly than estimated or that
cost savings cannot be achieved the level needed, the company's
margins, net debt levels, and leverage will not gradually improve
as management's base case plan anticipates.  Dura Automotive must
notably continue to win annual new business awards exceeding
$400 million before the company can achieve any organic growth,
due to the need to replace a steady run-off of old contracts.  In
addition, due to the long lead times associated with new original
equipment business, the benefits of Dura Automotive's enhanced
level of business awards over the past two years for more systems-
oriented value-added products will not meaningfully translate into
actual revenues until 2007 or later.

The confirmation of the "adequate" SGL-3 speculative grade
liquidity rating reflects that Dura Operating Corp. received some
financial covenant relief over a six-quarter period through a
February 2005 amendment to the guaranteed senior secured credit
agreement.  While the covenants remain tight after considering the
company's lowered earnings guidance, effective availability has
improved above the $13 million the company reported for its
December 31, 2005 year end after approximately $30 million of Ford
and DaimlerChrysler early pay discounting arrangements were
terminated.  Dura Operating Corp. is notably subject under its
bank agreement to a net debt leverage test.

Therefore, while the company continues to maintain in excess of
$100 million of cash at any one time which provides security and
could be used almost fully repay bank term loan outstandings,
usage of the cash for any other purpose than debt reduction would
have a high probability of causing covenant violations.  Dura
Operating Corp. has not implemented direct borrowings under the
revolver for several years, and maintains about $20 million of
letters of credit on average.  In conjunction with the closing of
the amendment, Dura Automotive offered to make a $35 million
prepayment of the bank term loan utilizing a portion of its cash
balance.

To the company's credit, Dura Automotive's performance will most
likely continue to be more stable than that of many other Tier
I/Tier II automotive suppliers.  This is attributable to Dura
Automotive's significant diversification across customers,
geographics, product lines, and vehicle programs, as well as to
the fact that about 17% of revenues are associated with the
recreation and specialty vehicle markets which have different
cyclicality.  Dura Automotive is therefore not beholden to a
limited number of key make-or-break programs.  The company
launched about 100 programs during 2004 alone.  Since bank
leverage remains low, Moody's expects that the banks would likely
remain cooperative when necessary.  In conjunction with its
lowered earnings guidance Dura Automotive announced that it has
committed to eliminating the 2005 management bonus plan, frozen
salaried wages through the remainder of the year, and eliminated a
performance-based 401k discretionary contribution.

The company is also realizing benefits from having closed or
divested in excess of 20 plants since 2003.  Management is
generating improved new business results given the greater focus
on the quality of its sales force and engineering capabilities.
Dura Automotive is also maximizing low-cost production
capabilities in such locations as Mexico, Brazil, the Czech
Republic, Slovakia, and Romania.  The company just announced the
creation of a 55%-owned joint venture in China with a partner that
already has a leading position in the local market.

Future events that could potentially drive Dura Automotive's
ratings lower include rising debt and leverage, diminishing
interest coverage and liquidity, the announcement of a material
acquisition not funded by equity, continued margin compression due
to an inability to offset customer price-downs and other
escalating cost factors, a failure to generate both improved
levels of organic growth and a reduced reliance upon the Big 3,
and/or evidence of reduced competitiveness attributable to an
inability to generate commercially attractive new technologies
with an increased electronic focus at a fast enough pace.

Future events that could likely improve Dura Automotive's ratings
or outlook include:

   1. significant debt and leverage reduction brought about from
      improved operating cash flow metrics and/or proceeds from
      asset sales or the sale of equity;

   2. substantial new business awards for value-added products;

   3. continued broadening of the customer and geographic base;

   4. evidence of a clear ability to continue offsetting customer
      price-downs with internally-generated cost savings;  and/or

   5. a material reduction in leverage.

Dura Automotive, headquartered in Rochester Hills, Michigan,
designs and manufactures components and systems primarily for the
global automotive industry including driver control systems,
structural door modules, glass systems, seating control systems,
exterior trim systems, and mobile products.  Dura Automotive is a
public company whose predecessor was initially formed in November
1990.  Dura's annual revenues approximate $2.4 billion.


EXIDE TECH: Jeffrey L. Gendell Discloses 8.45% Equity Stake
-----------------------------------------------------------
Jeffrey L. Gendell, as the Managing Member of Tontine Capital
Management, L.L.C., Tontine Management, L.L.C., and
Tontine Overseas Associates, L.L.C., may be deemed to
beneficially own 2,063,587 shares of Exide Technologies Common
Stock:

                                        No. of Shares  Percentage
                                        Beneficially   Outstanding
Reporting Person                       Owned          of Shares
----------------                       -------------  -----------
Jeffrey L. Gendell                      2,063,587        8.45%
Tontine Partners LP                       866,530        3.55%
Tontine Management, L.L.C.                866,530        3.55%
Tontine Capital Partners LP               775,687        3.18%
Tontine Capital Management LLC            775,687        3.18%
Tontine Overseas Associates LLC           421,370        1.73%

Tontine Capital Management, as the general partner of Tontine
Capital Partners, has the power to direct the affairs of Tontine
Capital Partners, including decisions respecting the disposition
of the proceeds from the sale of the shares.  Tontine Management
is the general partner of Tontine Partners.  Mr. Gendell directs
the operations of Tontine Capital Management, Tontine Management
and Tontine Overseas Associates.  Tontine Overseas Associates,
serves as investment manager to Tontine Overseas Fund, Ltd.

As of February 10, 2005, 24,407,068 shares of Exide common stock
were outstanding.

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

                          *     *     *

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

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

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

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


FEDERAL-MOGUL: Amends Commitment & Fee Letters for $1.4B Facility
-----------------------------------------------------------------
As previously reported, Federal-Mogul Corporation, Citicorp USA,
Inc., and Citigroup Global Markets, Inc., entered into a
commitment letter and a related fee letter on October 1, 2004,
which provide for the Debtors' proposed exit financing facility.
Under the Commitment Letter, CUSA's commitment to fund a
$1.4 billion exit facility is scheduled to terminate on
April 30, 2005.  Scotta E. McFarland, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub P.C., in Wilmington, Delaware,
relates that subsequent events in the Debtors' Chapter 11 cases
have caused that date to become unworkable.

"In particular, in late 2004, it became apparent that it would be
necessary to have proceedings to estimate the existing and future
asbestos personal injury liabilities of the U.K. Debtors prior to
the confirmation hearing on the Plan," Ms. McFarland says.  The
estimation proceedings are scheduled to begin in the District
Court on June 14, 2005.  The confirmation hearing on the Plan
will follow thereafter.

Thus, Ms. McFarland notes, the schedule makes it impossible for
the Debtors to conclude their reorganization proceedings prior to
the expiration of CUSA's commitment to provide Federal-Mogul
Corporation with the Exit Facility.

On March 23, 2005, Shapleigh Smith, Citigroup USA, Inc.'s Vice-
President sent to Federal-Mogul Amendment No. 1 to the Commitment
Letter and Fee Letter.  Federal-Mogul's Chief Financial Officer
G. Michael Lynch accepted and agreed to the terms of the
Amendment.  A full-text copy of the Amendment is available for
free at:

           http://bankrupt.com/misc/amendment1.pdf

The Debtors, therefore, ask Judge Lyons to approve the terms of
the Amendment, which:

    * extends the expiry date of CUSA's commitment to December 9,
      2005; and

    * reduces the amount of the commitment fee [redacted].

The commitment fee will be payable on:

    (a) the earlier of the date of entry of the order approving
        the Amendment and April 30, 2005;

    (b) June 30, 2005;

    (c) September 30, 2005; and

    (d) the closing date of the Exit Facility or, if earlier, the
        date on which the commitment is terminated.

The Amendment also provides that the General Investment Basket
under the Draft Exit Facility Credit Agreement will be increased
from $200 million to $400 million.

According to Ms. McFarland, the Amendment is not effective until
CUSA has completed, to its satisfaction, the syndication of the
Exit Facility, as amended.

The Debtors also ask the Court to authorize Federal-Mogul to:

     (i) continue to pay the fees and expenses under the
         Commitment Letter and Fee Letter, as modified by the
         Amendment; and

    (ii) enter into and perform its obligations under the
         Commitment Letter and the Fee Letter as amended with
         respect to the Exit Facility.

Ms. McFarland says that absent approval of the Amendment, the
Debtors and the other Plan Proponents will be forced to repeat
the time-consuming and expensive process of identifying potential
exit lenders and negotiating the terms of a new exit financing
facility.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
Represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$10.15 billion in assets and $8.86 billion in liabilities.
At Dec. 31, 2004, Federal-Mogul's balance sheet showed a
$1.925 billion stockholders' deficit.  (Federal-Mogul Bankruptcy
News, Issue No. 75; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FINOVA GROUP: Thaxton Sues to Recover $4 Million Transfer
---------------------------------------------------------
Richard M. Mitchell, the Chapter 11 trustee for the bankruptcy
estate of Thaxton Life Partners, Inc., has commenced an adversary
proceeding against FINOVA Capital Corporation before the U.S.
Bankruptcy Court for the District of Delaware in Thaxton Life
Partners and its affiliates' bankruptcy cases, Case No. 04-13005.

The Thaxton Life Partners Trustee seeks to recover certain
transfers that Thaxton Life Partners' subsidiary made to FINOVA
Capital.

On April 4, 2001, Thaxton Group, Inc. and FINOVA Capital executed
a note for a term loan from FINOVA Capital to Thaxton.  The
original amount of Thaxton's Term Loan was $23,000,000, payable
in 23 monthly installments of principal and interest of $600,000,
and a final balloon payment of approximately $13,500,000 due on
March 15, 2003.

According to Brett D. Fallon, Esq., at Morris, James, Hitchens &
Williams LLP, in Wilmington, Delaware, FINOVA Capital structured
the Term Loan so that $8,000,000 of the $23,000,000 lent to
Thaxton was classified as "Preferred Stock" on Thaxton's balance
sheet.  FINOVA Capital, Mr. Fallon explains, devised the
"Preferred Stock" scheme in collusion with James Thaxton,
President of Thaxton Group, who personally guaranteed Thaxton's
Term Loan.  FINOVA Capital reserved the right to demand that
Thaxton's Term Loan guarantor "repurchase" the "Preferred Stock"
upon demand after default on Thaxton's Term Loan.  FINOVA Capital
agreed to finance Thaxton's Term Loan repurchase of the
"Preferred Stock" in the event that a "repurchase" became
necessary.

In early 2003, Mr. Thaxton reached an agreement with FINOVA
Capital to buy back the "Preferred Stock" for $4,000,000.
Thaxton RBE Inc., Thaxton Life Partners' subsidiary, provided
consideration for the purchase price of the "Preferred Stock,"
paying the $4,000,000 to FINOVA Capital.  In so doing, Mr. Fallon
says Thaxton RBE repaid a $4,000,000 debt actually owed by
Thaxton Group, and in return, received only the preferred stock
that had no market value.

The Trustee believes that FINOVA Capital had actual knowledge
that Thaxton RBE was doomed to fail.

The Trustee asserts that Thaxton Life Partners is entitled to
recover the transfer for the benefit of its estate pursuant to
Sections 550 and 551 of the Bankruptcy Code.  The Trustee argues
that Thaxton RBE's payment to FINOVA Capital of the $4,000,000 is
avoidable because:

   (1) the $4,000,000 payment was intended to hinder, delay and
       defraud creditors pursuant to Section 548(a)(1)(A);

   (2) Thaxton Life Partners was insolvent on the date the
       transfer was made, or became insolvent as a result of the
       transfer;

   (3) Thaxton Life Partners was engaged in a business for which
       any property remaining with it was an unreasonable small
       capital; and

   (4) Thaxton Life Partners received less than a reasonably
       equivalent value in exchange for the transfer or
       obligation pursuant to Section 548(a)(1)(B).

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)


FIRSTPLUS FINANCIAL: Trust's Life Extended to April 10, 2009
------------------------------------------------------------
The Honorable Barbara J. Houser of the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, extends the life
of the FPFI Creditor Trust, created under FirstPlus Financial
Inc.'s Modified Third Amended Plan of Reorganization, to
April 10, 2009.

As reported in the Troubled Company Reporter on Feb. 24, 2005,
the Trust asked the U.S. Bankruptcy Court to extend its life.
The Plan creating the Trust was filed on April 7, 2000.  The Court
confirmed the Plan on April 10, 2000.

On April 12, 2000, the Court appointed David T. Obergfell as
Trustee to administer and liquidate the Debtors' property to the
creditors.

Joseph A. Friedman , Esq., at Kane, Russell, Coleman & Logan,
P.C., the Trust's counsel, reports that Mr. Obergfell continues
to liquidate the Trust's assets.  At present, the primary
Trust assets that remain to be liquidated are residuals -- junior
derivative rights in mortgage-backed or asset-backed
securitizations that represent cash flow in excess of the bond
coupons and reserve requirements.  In short, they are assets that
will produce cash flow to the Trust for the benefit of Trust
beneficiaries over time.

Prior to its bankruptcy filing, FirstPlus Financial, Inc.,
participated in 20 securitization transactions that involved over
$7.3 billion in consumer loans between 1994 and 1998.  Most of the
residuals from these transactions, Mr. Friedman relates, should be
liquidated by 2011; however, Mr. Friedman says, it is also
possible that a significant amount of residuals will not be
liquidated until 2023.

Under Article 6.5.1 of the Plan, the Trust will terminate on
April 10, 2005, unless the Court extends it.

Mr. Obergfell also has the discretion to seek extension of the
Trust's life for three additional 5-year terms.  This
qualification will allow the Trust to be extended through and
including 2024 if the Trustee or any successor trustee deems it
necessary.  Mr. Obergfell may also terminate the Trust in
accordance with the Trust Agreement and applicable state law at
the earliest possible date.

FirstPlus Financial, Inc.'s sought bankruptcy protection in the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division (Case No: 99-31869-HCA-11)

With the Trust's life extended, the Trust now asks Judge Houser to
enter formally close FirstPlus Financial Inc.'s chapter 11 case,
without prejudice to the Trust's right to reopen the case if a
further extension of the Trust should be necessary.  Judge Houser
will convene a hearing to consider entry of a Final Decree at
1:15 p.m. on April 18, 2005,


FOOTSTAR INC: Committees Tap Brandlin & Assoc. as Fin'l Advisors
----------------------------------------------------------------
The Official Committee of Equity Security Holders and the Official
Committee of Unsecured Creditors in the chapter 11 cases of
Footstar, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for authority to
retain Brandlin & Associates as their financial consultants, nunc
pro tunc to Mar. 8, 2005.

Brandlin & Associates is expected to:

      a) assist the Committees and their legal advisors in their
         review and analysis of the fee applications, the numerous
         audit work papers and documents already produced and
         anticipated to be produced to the Committees in response
         to requests for production of documents and the
         anticipated depositions of KMPG LLP as the Debtor's
         accountants;

      b) serve as testifying experts at any hearings on or trial
         of the objections;

      c) assist the Committees in any negotiations to consensually
         resolve the objections; and

      d) perform any other services commensurate with the
         Committees' needs and Brandlin's expert knowledge in
         connection with issues arising from the Objections,
         including rendering assistance to the Committees'
         respective professionals in connection with discovery and
         trial preparation.

Jeffrey E. Brandlin discloses his Firm's professionals' hourly
billing rates:

            Designation                 Billing Rate
            -----------                 ------------
            Partners                        $410
            Senior Consultants           $365 - $385
            Associate Consultants        $275 - $300
            Accounting Manager           $140 - $170
            Staff Accountant              $95 - $105

To the best of the Committees' knowledge, Brandlin & Associates
doesn't hold any interest materially adverse to the Debtors and
their estates.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


GLASS GROUP: U.S. Trustee Appoints 7-Member Creditors Committee
---------------------------------------------------------------
The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors of
The Glass Group, Inc.'s chapter 11 case:

   1. South Jersey Energy
      Attn: Richard H. Walker, Jr., Esq.
      1 South Jersey Place
      Folsom, New Jersey 08037
      Phone: 609-567-4000 ext 4250, Fax: 609 -561-7130

   2. Union Electric Company d/b/a Ameren UE
      Attn: Susan B. Knowles, Esq.
      One Ameren Plaza, 1901 Chouteau Avenue
      St. Louis, Missouri 63103
      Phone: 314-554-2566, Fax: 314-554-4014

   3. OMCO Mould, Inc.
      Attn: George C. Rowyer
      One OMCO Square
      Winohaster, Indiana 47394
      Phone: 765-384-4000, Fax: 765-584-4982

   4. Monofrax, Inc.
      Attn: Steven Del Cotto
      27 Noblestown Road
      Carnegie, Pennsylvania 15106
      Phone: 412-429-1800, Fax: 412-276-7252

   5. FMC Corporation
      Attn: Tony Basile
      1735 Market Street
      Philadelphia, Pennsylvania 19103
      Phone: 215-299-6767, Fax: 215-299-5998

   6. Boxes of St. Louis, Inc.
      Attn: Shirley Jean Delahanty
      1833 Knox Avenue, St. Louis, Missouri 63139
      Phone: 314-781-2600, Fax: 314-781-0321

   7. United Steelworkers of America
      Attn: David R. Jury, Esq.
      Five Gateway Center Room 807
      Pittsburgh, Pennsylvania 15222
      Phone: 412-562-2545, Fax: 412-562-2429

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 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.


GLASS GROUP: Creditors Committee Taps Cozen O'Connor as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Glass Group,
Inc., asks the U.S. Bankruptcy Court for the District of Delaware
for permission to retain Cozen O'Connor as its counsel, nunc pro
tunc to March 11, 2005.

Cozen O'Connor is expected to:

   a) advise the Committee of its rights and obligations in the
      Debtor's chapter 11 case and in other matters related to
      creditors' rights, duties and obligations under bankruptcy
      proceedings;

   b) advise and assist the Committee in the formulation of a
      proposed disclosure statement and plan of reorganization;
      and

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

Mark E. Felger, Esq., a Senior Member at Cozen O'Connor, is the
lead attorney for the Committee.  Mr. Felger charges $410 per hour
for his services.  Mr. Felger discloses that other attorneys
performing services to the Committee will charge from $225 to $550
per hour.

Mr. Felger reports Cozen O'Connor's professionals bill:

    Professional           Position        Hourly Rate
    ------------           --------        -----------
    Arthur J. Abramowitz   Senior Member      $475
    Jeffrey R. Waxman      Junior Member      $265
    Julie Schwartz         Paralegal          $150

Cozen O'Connor assures the Court that it does not represent any
interest adverse to the Committee, 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 DIGITAL: Equity Deficit & Loss Spur Going Concern Doubt
--------------------------------------------------------------
Global Digital Solutions, Inc., incurred a $1,851,976 net loss in
the six-month period ending Dec. 31, 2004, and a $1,117,492 net
loss in the corresponding period in 2003.  The Company's current
liabilities exceed current assets by $3,511,915 as of December 31,
2004.  These factors among others may indicate that the Company
will be unable to continue as a going concern for a reasonable
period of time.

The Company's existence is dependent upon management's ability to
develop profitable operations.  In order to improve the Company's
liquidity, the Company's management is actively pursing additional
equity financing through discussions with investment bankers and
private investors.  There can be no assurance the Company will be
successful in its effort to secure additional equity financing.

As of December 31, 2004, the Company had a $3,511,915 working
capital deficit.  The Company generated a deficit in cash flow
from operations of $1,584,654 for the six-month period ended
December 31, 2004.  The deficit in cash flow from operating
activities for the six-month period ended December 31, 2004, is
primarily attributable to the Company's net loss from operations
of $1,357,407.

The Company met its cash requirements during the period through
proceeds from the issuance of common stock subscribed of $429,150,
proceeds from line of credit of $580,429, proceeds from notes
payable of $350,921, and cash from the exercise of warrants of
$205,150.

While the Company has raised capital to meet its working capital
and financing needs in the past, additional financing is required
in order to meet current and projected cash flow deficits from
operations and development.  Management is seeking financing in
the form of equity in order to provide necessary working capital.
Global Digital Solutions currently has no commitments for
financing.  There is no guarantee that it will be successful in
raising the funds required.

By adjusting its operations and development to the level of
capitalization, management believes it has sufficient capital
resources to meet projected cash flow deficits through the next 12
months.  However, if thereafter, the Company is not successful in
generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to it, this
could have a material adverse effect on its business, results of
operations, liquidity and financial condition.

Global Digital Solutions, Inc., formerly Creative Business
Solutions, Inc., was formed on August 25, 1995, under the laws of
the State of New Jersey.   The Company is engaged in the sale,
servicing and installation of integrated data and voice
communications systems to commercial and industrial users.


GREIF INC: Selling Florida Timberland Assets for $90 Million
------------------------------------------------------------
Greif, Inc. (NYSE: GEF, GEF.B), entered into agreements to sell
approximately 56,000 acres of timberland and associated assets
located in Florida, together with certain parcels located in
surrounding states, to Plum Creek Timber Company, Inc.  The assets
are owned by Soterra LLC, a Greif subsidiary.

Plum Creek is one of the nation's largest private timberland
owners with approximately 8 million acres of timberlands in major
timber producing regions of the United States.

According to the agreements, Plum Creek will pay approximately
$90 million, subject to closing adjustments, for the timber,
timberland and related assets.  The agreement is subject to
conditions of due diligence including title and environmental
assessments.

Greif expects the transactions to close in several installments,
with the first installment being completed in late April or May,
and involving the sale of timber, timberland and associated assets
for approximately $50 million.  This transaction will be paid
primarily in the form of a 15-year installment note that will be
used as collateral in a securitization transaction, with the
proceeds used for general corporate purposes.  The remaining sale
transactions are expected to take place during Greif's 2006 fiscal
year, and it is currently anticipated that the tax-deferred
proceeds of those transactions will be used to acquire timber
properties in proximity to existing Soterra holdings.

Currently, Soterra LLC owns and actively manages about 281,000
acres of timber properties in Alabama, Arkansas, Florida and
Louisiana, and owns about 35,000 acres in Canada.  The sale to
Plum Creek includes all of Soterra's holdings in Florida.

                        About the Company

Greif, Inc. -- http://www.greif.com/-- is the world leader in
industrial packaging products and services.  The Company provides
extensive experience in steel, plastic, fibre, corrugated and
multiwall containers and protective packaging for a wide range of
industries.  Greif also produces containerboard and manages timber
properties in North America.  Greif is strategically positioned in
more than 40 countries to serve global as well as regional
customers.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services raised its corporate credit and
senior secured ratings on Greif, Inc., to 'BB+' from 'BB' and its
subordinated debt rating to 'BB-' from 'B+'.  At Oct. 31, 2004,
the Delaware, Ohio-based manufacturer of industrial packaging
products had approximately $523 million in total debt outstanding,
including receivable securitizations and the present value of
operating leases.  The outlook is stable.

"The upgrade reflects Greif's improved financial profile and our
expectations of continued strengthening of the business profile as
several lean initiatives gain momentum," said Standard & Poor's
credit analyst Joel Levington.  "The rating action also
incorporates management's more moderate financial policies."


HAMMOND-WHITING: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Hammond-Whiting Medical Center, LLC
        2143 Calumet Avenue
        Whiting, Indiana 46394

Bankruptcy Case No.: 05-61377

Chapter 11 Petition Date: March 24, 2005

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: William G. Crabtree, II, Esq.
                  222 Indianapolis Blvd, Suite 102
                  Schererville, Indiana 46375
                  Tel: (219) 864-3700
                  Fax: (219) 864-3710

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mercantile National Bank      Trust Management              $370
of Indiana                    Fees
5243 Hohman Avenue
Hammond IN 46320


HAYES LEMMERZ: Moody's Withdraws Rating After Notes' Cancellation
-----------------------------------------------------------------
Moody's Investors Service withdrew the B2 rating which had been
assigned for the cancelled Euro 120 million guaranteed senior
unsecured notes offering of HLI Operating Company, Inc., an
indirect subsidiary of Hayes Lemmerz International, Inc.
Management attributed the cancellation of the transaction to
unattractive current conditions in the high yield market.

Moody's affirmed all of the company's other existing ratings based
upon management's reaffirmed guidance and expectations that HLI
Opco will be successful with its current negotiations to amend its
existing credit agreement to add a new term loan of up to
$150 million, favorably modify the financial covenants, and
increase the revolving credit facility.  Moody's will rate any new
debt tranches of the company and will once again reevaluate the
relative ratings and notching based upon additional information
provided to the rating agency at that time.  The company still
expects to apply a portion of the net proceeds from any proposed
new debt obligations to prepay existing senior secured term loans.
The balance would be retained to either augment cash or to repay
outstanding revolver debt or accounts receivable securitization
usage.

The rating outlook remains stable.

These specific ratings actions were taken by Moody's:

   -- withdrawal of the B2 rating for HLI Operating Company,
      Inc.'s cancelled Euro 120 million guaranteed senior
      unsecured notes maturing 2012;

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

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

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

      * $450 million ($427.3 million remaining) guaranteed senior
        secured bank term loan facility due June 2009 (which term
        loan is still expected to be partially prepaid through
        application of about half of the net proceeds of an
        incremental debt issuance);

   -- affirmation of the B1 senior implied rating;  and

   -- affirmation of the B3 senior unsecured issuer rating, which
      rating does not presume the existence of subsidiary
      guarantees.

Hayes Lemmerz is the largest worldwide producer of aluminum and
steel wheels for the light vehicle market, with an approximately
20% market share in both North America and Europe.  The company is
also a leading provider of steel wheels for the commercial highway
market and a leading supplier in the market for suspension, brake
and powertrain components.  Annual revenues approximate $2.2
billion.


HEALTH & HARVEST: Bankr. Court Dismisses Second Chapter 11 Case
----------------------------------------------------------------
The Honorable Thomas H. Fulton of the U.S. Bankruptcy Court for
the Western District of Kentucky dismissed Health & Harvest,
Inc.'s latest chapter 11 case last week, David Goetz, writing for
The Courier-Journal, reports.

The three-store Health & Harvest chain, which used to operate
under the name Apple Annie's, Mr. Goetz relates, is under a
receiver's control, and could face a liquidation sale of its
inventory unless its owner, Faith Barrient, comes to terms with
PNC Bank over a $1.7 million loan.  Ms. Barrient tells Mr. Goetz
she had an oral commitment for new money from a third party, but
the deal hasn't been finalized.

Health & Harvest, Inc., filed for chapter 11 protection on
January 18, 2004 (Bankr. W.D. Ky. Case No. 04-30315), failed to
restructure, and filed again on March 11, 2005 (Bankr. W.D. Ky.
Case No. 05-31487).  Fred R. Simon, Esq., at Franklin and Hance,
P.S.C., represents the Debtor.


HOLLINGER INC: Asks Court to Approve CCPR Trust Formation
---------------------------------------------------------
Hollinger, Inc., (TSX: HLG.C)(TSX:HLG.PR.B) disclosed that, in
connection with the proposed share consolidation going private
transaction involving Hollinger, it will ask the Ontario Superior
Court of Justice today to approve the formation of the CCPR Trust
dated March 4, 2005, for use at the special meeting of
shareholders to be held on Thursday, March 31, 2005.  The issuance
of such Court order is a condition to the completion of the Going
Private Transaction.

Catalyst Fund General Partner I Inc. has brought a motion before
the Ontario Superior Court of Justice, to be heard on the same
day, seeking to enjoin the holding of the Special Meeting.

In the event that the Going Private Transaction is effected, the
Independent Privatization Committee of the Board will remain in
place to supervise and direct the independent valuator conducting
the updated valuation referred to in the Circular until its
completion and former holders of Hollinger's retractable common
shares are paid any additional amount per share.

Hollinger's principal asset is its interest in Hollinger
International which is a newspaper publisher, the assets of which
include the Chicago Sun-Times, a large number of community
newspapers in the Chicago area and a portfolio of news media
investments, and a portfolio of revenue-producing and other
commercial real estate in Canada, including its head office
building located at 10 Toronto Street, Toronto, Ontario.

                          *     *     *

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

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

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

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


HOLLYWOOD ENT: Movie Gallery Pushes Bid; Blockbuster Drops Out
--------------------------------------------------------------
Blockbuster Inc.'s (NYSE: BBI, BBI.B) offer to acquire all of the
outstanding shares of Hollywood Entertainment Corporation
(Nasdaq: HLYW) for $14.50 in value, comprised of $11.50 in cash
and $3.00 in Blockbuster class A common stock, and its offer to
purchase for cash any and all of the outstanding 9.625% Senior
Subordinated Notes due 2011 issued by Hollywood expired in
accordance with their terms at midnight, New York City time, on
March 24, 2005.

"Our decision not to extend our offers was reached after a careful
review of all of the available facts and circumstances.  Among
those things that played prominently for us were Hollywood's
recent public filings and the unlikely resolution of our request
for regulatory clearance on an acceptable timetable.  Given the
current circumstances, in our judgment it is not in Blockbuster's
best interest to continue to pursue the acquisition," said John
Antioco, Blockbuster Chairman and CEO.

The tender offers expired in accordance with their terms, and
Blockbuster will not accept for payment and will not pay for any
tendered shares or notes.

All tendered shares and notes will be promptly returned to
holders.

As reported in the Troubled Company Reporter on Feb. 21, 2005,
Hollywood Entertainment's Board of Directors unanimously
recommended that shareholders reject Blockbuster Inc.'s
unsolicited offer to purchase all of the outstanding shares of
Hollywood for consideration consisting of $11.50 in cash and
Blockbuster class A common stock with a value of $3.00.

                        Movie Gallery Bid

Hollywood reported that the Board believes the uncertainties and
possible delays inherent in Blockbuster's offer outweigh the
approximately 9.4% premium being offered by Blockbuster over the
consideration of $13.25 in cash per share to be paid pursuant to
an agreement and plan of merger with Movie Gallery Inc.
(Nasdaq: MOVI) entered into on January 9, 2005.  As a result,
after careful consideration, including its receipt of the
unanimous recommendation of a Special Committee of independent
directors, the Board unanimously recommends that Hollywood
shareholders reject the offer and not tender their shares to
Blockbuster.

The Board reaffirmed its previous recommendation that Hollywood's
shareholders vote in favor of the merger agreement with Movie
Gallery.  UBS Investment Bank and Lazard provided financial advice
to the Special Committee in connection with the proposed
transaction.  Gibson, Dunn & Crutcher LLP provided legal advice to
the Special Committee and Stoel Rives LLP provided legal advice to
Hollywood in connection with these matters.

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Blockbuster has filed a registration statement with the Securities
and Exchange Commission for an exchange offer for all outstanding
shares of Hollywood Entertainment Corporation at a value of
$14.50 per share, comprised of $11.50 in cash and $3.00 in
Blockbuster class A common stock.  The exchange offer will
formally commence on Feb. 4, 2005.  The proposed transaction would
have an estimated total value of more than $1.3 billion and would
be immediately accretive to Blockbuster's earnings per share and
cash flow.

The exchange offer represents a premium of $1.25 per Hollywood
share, or 9.4%, over the value of Movie Gallery's $13.25 cash
offer for each share of Hollywood common stock.  Following
completion of the exchange offer, Blockbuster intends to
consummate a second step merger in which each remaining Hollywood
shareholder would receive the right to the same consideration in
cash and stock as paid in the exchange offer.

Joe Malugen, Chairman, President and Chief Executive Officer of
Movie Gallery, said, "We believe that Movie Gallery's definitive
agreement to acquire Hollywood is in the best interests of
Hollywood's shareholders, employees, and customers. Movie Gallery
has already received regulatory approval and we look forward to
closing the Hollywood transaction promptly after the Hollywood
shareholder vote on April 22, 2005.

"Our combined company will be the second largest North American
video rental company with annual revenue of approximately $2.6
billion and approximately 4,500 stores located in all 50 U.S.
states, Canada and Mexico. With a broader geographic presence and
greatly improved distribution capabilities and scale, our combined
company will be a strong competitor, well-positioned for continued
success in urban, suburban and rural markets," Mr. Malugen
concluded.

Alston & Bird LLP and Axinn, Veltrop & Harkrider LLP acted as
anti-trust legal counsel to Movie Gallery.

On Monday, March 28, Blockbuster's shares dropped 54 cents, or
5.7%, to $8.92 on the New York Stock Exchange, while Hollywood's
shares dropped 93 cents, or 6.6%, to $13.20 on the Nasdaq.  At the
same time, Movie Gallery's shares rose 5.39 cents, or 22.40%, to
$29.45 on the Nasdaq.

                      About Movie Gallery

Movie Gallery, Inc. is the third-largest company in the specialty
video retail industry based on revenues and the second-largest in
the industry based on stores. As of December 31, 2004, Movie
Gallery owned and operated 2,482 stores located primarily in the
rural and secondary markets throughout North America, including
over 200 stores in Canada. Since the company's initial public
offering in August 1994, Movie Gallery has grown from 97 stores to
its present size through acquisitions and new store openings.


                     About Blockbuster Inc.

Blockbuster Inc. is a leading global provider of in-home movie and
game entertainment, with more than 9,000 stores throughout the
Americas, Europe, Asia and Australia.  The Company may be accessed
worldwide at http://www.blockbuster.com/

                  About Hollywood Entertainment

Hollywood Entertainment Corporation is a rental retailer of
digital video discs -- DVDs, videocassettes and video games in the
United States.  During the year ended December 31, 2003, the
Company operated 1,920 Hollywood Video stores in 47 states and the
District of Columbia.  Hollywood Entertainment also operates 595
Game Crazy stores, which are game specialty stores where game
enthusiasts can buy, sell and trade new and used video game
hardware, software and accessories.  Hollywood Video stores
represented approximately 89%, and its Game Crazy stores
represented approximately 11% of the Company's total revenue in
2003.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 11, 2005,
Hollywood Entertainment's 9-5/8% senior notes due March 15, 2011,
currently holds Moody's Investors Services & Standard & Poor's
single-B ratings.


INTERMET CORP: Plan to Close Decatur Ductile-Iron Foundry
---------------------------------------------------------
INTERMET Corporation (INMTQ:PK) discloses its plans to close its
ductile-iron foundry in Decatur, Illinois.  The company intends to
meet with Local 6-728 of the Paper, Allied-Industrial, Chemical &
Energy Workers International Union, which represents hourly
employees at the plant, to discuss the closure.  If INTERMET
proceeds with its plans, the facility is expected to close by
December 31, 2005.

The INTERMET Decatur Foundry, which currently has 320 active
employees, manufactures ductile-iron cast components for a number
of automakers and Tier 1 suppliers.

Commenting on the announcement, Gary F. Ruff, INTERMET Chairman
and CEO, said, "While the Decatur Foundry has been important for
our ductile-iron business in the past, exposure to legacy and
other fixed costs at this location, coupled with INTERMET's
capacity-optimization strategy relative to its plan of
reorganization, requires us to consider this action.  We believe
that closure of the Decatur facility would allow INTERMET to
become more competitive as we emerge from Chapter 11, while
preserving flexibility in our Ferrous Metals Group to ensure that
future market demand can be met. If the foundry is closed, it is
our intention to transfer its business to other INTERMET ductile-
iron foundries in Columbus, Ga., Hibbing, Minn., Lynchburg, Va.,
and Radford, Va."

Local officials of the city of Decatur also were notified of the
company's plans to close the plant.

Headquartered in Troy, Michigan, Intermet Corporation --
http://www.intermet.com/-- provides machining and tooling
services for the automotive and industrial markets specializing
in the design and manufacture of highly engineered, cast
automotive components for the global light truck, passenger car,
light vehicle and heavy-duty vehicle markets.  Intermet, along
with its debtor-affiliates, filed for chapter 11 protection on
Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP,
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $735,821,000 in total assets
and $592,816,000 in total debts.


INTERSTATE BAKERIES: California Employees Want to Pursue Lawsuit
----------------------------------------------------------------
Mitchell N. Fishlowitz, as representative of a putative class
composed of former and current employees of Interstate Brands
Corporation, Inc., previously filed a request with the Court to
lift the automatic stay to pursue a complaint against Interstate
Brands in the United States District Court for the Central
District of California, Los Angeles Division.

The Complaint alleged violations of California labor statutes and
regulations, in addition to allegations of unfair business
practices under California Civil Code Section 17200 and
violations of certain overtime wage provisions of the federal
Fair Labor Standards Act.

To settle their dispute, the Fishlowitz Plaintiffs and the
Debtors agree to promptly proceed to mediate or seek other means
of possible consensual resolution of their disputes.  The hearing
on Mr. Fishlowitz' request is continued to June 28, 2005, at 2:30
p.m. (Central Time).

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

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


J.P. IGLOO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: J.P. Igloo, Inc.
        5309 29th Street East
        Ellenton, Florida 34222

Bankruptcy Case No.: 05-04415

Type of Business: Operates the 115,000-square-foot J.P. Igloo Ice
                  & Inline Sports Complex near the northeast
                  corner of Interstate 75 and U.S. 301 in
                  Ellenton, Florida.

Chapter 11 Petition Date: March 14, 2005

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Debtor's Counsel: Frederick T Lowe, Esq.
                  Florida Law Group LLC
                  3907 Henderson Bloulevard, Suite 200
                  Tampa, Florida 33629
                  Tel: (813) 288-9525
                  Fax: (813) 282-0384

Total Assets: Unstated

Total Debts:  $1,042,089

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Margaret Husmann                              $388,619
[Address Not Provided]

Manatee County                                $385,167
TAX COLLECTOR
[Address Not Provided]

US Treasury                                    $79,807
Internal Rev Service
Atlanta, GA 39901

GMAC                                           $42,184

Christopher Marriner                           $13,390

FL Dept of Revenue                             $11,948

TAX COLLECTOR                                  $10,408
Ken Burton Jr.

FPL Energy Services                             $9,546

FL Dept of Revenue                              $8,430

Savin Corporation                               $7,025

Reliable Office Supplies                        $6,900

Platinum Plus for                               $6,626
Business

TAX COLLECTOR                                   $6,459
Ken Burton, Jr.

CFIHOA                                          $6,254

Nielson Expos Inc                               $5,782

Ice Skating Institute                           $5,000

Office Depot                                    $5,222

Bradenton Herald                                $4,245

Verisign, Inc.                                  $2,940

Official's Warhouse                             $2,550


KEYSTONE CONSOLIDATED: Inks Agreement on Consensual Plan Terms
--------------------------------------------------------------
Keystone Consolidated Industries, Inc. (OTC Pink Sheets: KESNQ),
entered into an agreement with:

   * Contran Corporation, Keystone's largest prepetition
     shareholder,

   * EWP Financial, LLC, a Contran affiliate and one of Keystone's
     Debtor-In-Possession lenders,

   * certain retiree groups,

   * the Independent Steel Workers Alliance, Keystone's largest
     labor union,

   * the Official Committee of Unsecured Creditors, and

   * certain individual members of the Committee

with respect to terms and conditions of a proposed consensual plan
of reorganization for Keystone and its direct and indirect Debtor
operating subsidiaries.

The agreement provides that Keystone will, among other things,
finalize the Consensual Plan with the input of the other Parties
to incorporate terms and conditions in the agreement and file the
Consensual Plan with the U.S. Bankruptcy Court for the Eastern
District of Wisconsin its approval for solicitation of a vote to
consummate the Consensual Plan.  The negotiated Consensual Plan
will, among other things, incorporate these provisions:

     *  certain provisions of the previously negotiated and
        Bankruptcy Court approved amendment to the collective
        bargaining agreement with the ISWA;

     *  specific provisions of the previously negotiated agreement
        regarding healthcare related payments to certain retiree
        groups;

     *  payments to unsecured creditors of Keystone and its
        subsidiaries;

     *  conversion of certain pre-petition secured and unsecured
        claims to equity in reorganized Keystone;

     *  administrative services to continue to be provided by
        Contran to the reorganized Keystone under a new
        Intercorporate Services Agreement;

     *  formation of a Creditor Trust; and

     *  issuance of new common stock of Keystone to holders of
        certain secured claims and to all holders of unsecured
        claims of Keystone and its Debtor subsidiaries.

The Agreement also provides for a process to evaluate an
alternative plan of reorganization for the Debtors.  The Agreement
remains subject to approval of the Bankruptcy Court.  The
execution of this Agreement is another important milestone in
Keystone's efforts to complete a successful restructuring.

Commenting on the Company's recent operational performance, David
L. Cheek, Keystone's President and Chief Executive Officer, said,
"The Company experienced a significant performance turnaround
during 2004 and as such, our financial results continue to exceed
the results from the same period a year ago.  The combined effects
of favorable market conditions, customer loyalty, ongoing cost
control initiatives and cost reductions resulting from the
previously granted interim relief, have all contributed to the
improved financial results.  Keystone appreciates the continued
support of its customers, vendors, employees and retirees in its
efforts to reorganize and restructure the Company and improve its
long-term competitive position and financial prospects."

Keystone and its advisors will continue to work diligently in an
effort to achieve Keystone's goal of continuing to operate and
provide consistent, reliable customer service for its superior
product while remaining focused on efforts to exit the bankruptcy
process as soon as possible.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company filed for chapter 11 protection on February 26, 2004,
(Bankr. E.D. Wisc. Case No. 04-22422).  Daryl L. Diesing, Esq., at
Whyte Hirschboeck Dudek S.C., and David L. Eaton, Esq., at
Kirkland & Ellis LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, it listed $196,953,000 in total assets and $365,312,000
in total debts.


KORI AIR: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Kori Air, Inc.
        P.O. Box 1809
        Rancho Santa Fe, California 92067

Bankruptcy Case No.: 05-01987

Chapter 11 Petition Date: March 14, 2005

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

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

Total Assets: $4,700,000

Total Debts:  $1,585,400

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Million Air Topeka            Trade Debt                 $50,400
6700 SW Topeka Blvd
Topeka, KS 66619

Freeman Holdings, LLC         Trade Debt                 $35,000
6700 SW Topeka Blvd
Topeka, KS 66619


LAKEVIEW AMBULATORY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lakeview Ambulatory Center, LLC
        2143 Calumet Avenue
        Whiting, Indiana 46394

Bankruptcy Case No.: 05-61376

Chapter 11 Petition Date: March 24, 2005

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: William G. Crabtree, II, Esq.
                  222 Indianapolis Blvd, Suite 102
                  Schererville, Indiana 46375
                  Tel: (219) 864-3700
                  Fax: (219) 864-3710

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
   ------                     ---------------       ------------
Baccala Realty, Inc.          Promissory Note         $3,000,000
G Street, Suite 201
Petaluma CA 94952

Hammond-Whiting                                         $418,200
Medical Center
2143 Calumet Avenue
Whiting IN 46394

APAC Group                    Contract Labor             $39,093
521 East 86th Avenue, Suite R
Merrillville IN 46410

Cardinal Health               Supplier                   $23,865

Arthrocare Corporation                                   $16,901

Alcon Laboratories, Inc.      Supplier                   $16,842

Alcon Laboratories, Inc.      Financing Lease            $13,629
                              for Equipment/Eye

Cheetah Limousine Service     Services                   $12,660

Bausch & Lomb                 Eye Lens                   $12,255

GE Medical Systems            Services                   $12,070

Miller Electric Company       Services                   $10,400

Physcian Sales & Services     Supplier                   $10,259

GE Healthcare Financial       Financing Lease             $8,590
                              for Equipment

Rhein Medical Inc.            Supplier                    $7,943

SBC                           Utility Bills               $7,194

Unicare                       Healthcare Insurance        $5,654

Priority Healthcare Corp.     Supplier                    $5,389

Santa Barbara Bank            Financing Lease             $5,378
                              for Equipment

Innovative Marketing          Marketing Services          $5,000
Solutions

ASICO, LLC                    Equipment Purchase          $4,686


LIP.SIMS: Case Summary & Largest Unsecured Creditor
---------------------------------------------------
Lead Debtor: Lip.Sim LLC
             c/o Joseph Frost, Esq.
             225 Broadway
             New York, New York 10007

Bankruptcy Case No.: 05-11513

Chapter 11 Petition Date: March 10, 2005

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel:  Arnold Mitchell Greene, Esq.
                   Scott A. Steinberg, Esq.
                   Robinson Brog Leinwand Greene
                   Genovese & Gluck, P.C.
                   1345 Avenue of the Americas
                   31st Floor, New York, New York 10105
                   Tel: (212) 586-4050
                   Fax: (212) 581-5981

Total Assets: $1 Million to $10 Million

Total Debts: $100,000 to $500,000

Debtor's Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
Phillip Fried                                 $200,000
11 Sheppard Drive
Scarsdale, NY 10583


LYONDELL CHEMICAL: Moody's Revises Rating Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service has changed the outlook on the debt of
Lyondell Chemical Company and Equistar Chemicals, LP to positive
due to the anticipation that financial performance in 2005 and
2006 may enable the company to greatly increase free cash flow
generation and sufficiently reduce debt to levels that would
support a higher rating through the cycle.  In addition, Moody's
affirmed the ratings of Millennium Chemicals Inc and Millennium
America Inc. (senior implied at Ba3) and raised the speculative
grade liquidity rating of Lyondell to SGL-1.

The positive outlook reflects the anticipation of a significant
improvement in financial performance at Lyondell on a consolidated
basis in 2005.  Specifically, the key drivers of improved free
cash flow include higher cash margins at Equistar, and a more
moderate improvement in profitability from Millennium's TiO2 and
acetyls businesses, as well as Lyondell's propylene oxide
business.

Additionally, event risk at Lyondell CITGO Refining LP has
declined as crack spreads for heavy sour crude oil have widened
significantly.  Hence, with or without the contractual pricing
agreements with PDVSA and its affiliates, LCR would continue to
generate an elevated level of free cash flow that could be
dividended to Lyondell.

Moody's currently anticipates that Lyondell can generate over
$500 million of after tax free cash flow in 2005, which will be
used to repay debt.  If Lyondell is able to exceed Moody's
expectations with regard to debt reduction and can achieve total
debt to EBITDA of less than 4 times and retained cash flow to
total debt of greater than 6-7% in 2005, then the ratings would
likely be upgraded.  Conversely, if financial metrics fall below
expectations and Moody's believes that the cyclical peak will be
significantly below current expectations, then the outlook could
be changed to stable.

Lyondell's B1 senior implied rating reflects the company's
elevated debt level, exposure to volatile petroleum-based
feedstocks, a large cash dividend, and significant operating
leases and pension liabilities.  These risks are mitigated by the
company's leading market positions in its key businesses, its
world-scale facilities, competitive cost structure, improving
financial metrics and an unusually large cash balance.  Lyondell's
ratings also benefit from management's focus on debt reductions
and the ability to consummate transactions that enhance financial
performance without slowing debt reduction.

LTM credit metrics remain weak for the B1 rating on a pro forma
consolidated basis with total debt to EBITDA of 6 times, EBITDA-
capex to interest of 1.5 times and free cash flow to total debt of
2.6%.  Moody's expects that by the end of 2005 total debt to
EBITDA will fall to 4 times and free cash flow to debt will rise
to the 6-7% range.

Despite the positive outlook for 2005, Moody's noted that ethylene
demand has been weaker than anticipated in the first quarter of
2005 and in March cash margins in the spot market fell back below
4th quarter 2004 levels.  The lackluster demand in the first
quarter appears inconsistent with the expected increase in global
economic growth in 2005.  While Moody's was expecting a muted peak
to the ethylene cycle, the failure of volumes and margins to
rebound in the second quarter could indicate that peak could be
weaker than Moody's current expectation.

While Lyondell's financial profile is not solely dependant on the
ethylene cycle, the company has substantial leverage to this
product with almost 10 billion pounds of effective production
capacity at Equistar.  A sustainable expansion of cash margins in
2005 and 2006 to levels above $0.10/pound would allow the company
to significantly accelerate debt reduction.  Furthermore, free
cash flow in 2006 could continue to increase providing demand
growth in ethylene stays ahead of new international capacity
additions, enabling cash margins remain above the $0.10/lb. level.

Moody's has raised Lyondell's speculative grade liquidity rating
to SGL-1 due to Lyondell's elevated cash balance and the rising
dividend stream from Equistar and LCR, which should cover all
fixed costs and allow for over $500 million of debt reduction in
2005.  The SGL-1 also reflects the significant amount of
availability under Lyondell's new $475 million credit agreement,
which was undrawn, and almost $400 million of availability, as of
December 31, 2004, under Equistar's $700 million asset-backed
credit facilities.  Additionally, the SGL-1 reflects the
substantial room under the covenants in Lyondell's new agreement
and the absence of covenants in Equistar's credit facilities.

The SGL-1 rating also reflects Lyondell's access to an upsized
$150 million accounts receivable program.  Equistar's liquidity
rating has been withdrawn since it has become a wholly owned
subsidiary of Lyondell and there are no substantive restrictions
on the payment of dividends to Lyondell or Millennium.

Headquartered in Houston, Texas, Lyondell Chemical Company
manufactures propylene oxide, MTBE and toluene di-isocyanate, as
well as co-product styrene.  Both Equistar Chemicals LP and
Millennium Chemicals Inc. are wholly owned subsidiaries of
Lyondell.

Equistar is a leading North American producer of commodity
petrochemicals and plastics.  Millennium Chemicals is among the
largest global producers of titanium dioxide pigments and acetyls.
Lyondell also participates in a refinery joint venture with CITGO
Petroleum Corporation - Lyondell-CITGO Refining Company Ltd.  LCR
(58.75% owned by Lyondell) is a refiner that has the unique
ability to process 100% heavy sour crude oil from Venezuela.

On a pro forma basis Lyondell reported revenues of over
$16 billion for the LTM dated December 31, 2004.


MARKLAND TECH: Appoints COO Joseph Mackin as New President
----------------------------------------------------------
Markland Technologies, Inc. (OTCBB: MRKL), a defense and homeland
security company transforming advanced laboratory technology into
real-world products, disclosed that Dr. Joseph P. Mackin, a member
of the Board of Directors and currently the Chief Operating
Officer of Markland, has assumed the role of President of
Markland.  He will also continue in his role as COO.  The
announcement was made by Robert Tarini, Chief Executive Officer of
Markland.

Dr. Mackin has been employed by EOIR Technologies since 2001 and
is currently serving as the subsidiary's President and CEO.
Dr. Mackin, a retired Army Colonel, has an extensive background in
sensor development at all phases of the development cycle, having
managed programs from concept through engineering development and
production.  Most notably, Dr. Mackin was the Army Project Manager
for the Second Generation Thermal Imaging System Forward Looking
Infrared System now in the newest versions of the M1A2 Army Battle
Tank and the Bradley Fighting Vehicle.  He has also served on the
staff of the Army Acquisition Executive, where he had
responsibility for all Army acquisition special classified
programs.  While at MIT's Lincoln Lab, he served as the technical
lead for the Deputy Under Secretary of Defense for Science and
Technology's Smart Sensor Web program, a multi-agency, multi-
service network centric sensor demonstration program.  He has
served on numerous government panels and committees, and was most
recently appointed to the prestigious National Academy of Science
study called "ARMY S&T FOR HOMELAND DEFENSE" published in June
2003.  Dr. Mackin was also recently appointed as a member of the
Military Sensing Symposium committee on Passive Sensors.  Dr.
Mackin holds a B.S. in Engineering from the United States Military
Academy at West Point, a M.S. in Physics and Electro-Optics from
the Naval Post Graduate School, and a Ph.D. in Physics (Laser and
Nuclear Physics) from the Massachusetts Institute of Technology.
He is also a graduate of the Defense Services Management College.

"Markland is extremely fortunate to have such a strong executive
talent with extensive experience to fill this critical role," said
Mr. Tarini.  "As Markland has expanded its presence in the
Homeland Security and Defense sectors, including the majority
ownership in Technest Holdings, Inc., and its subsidiary Genex
Technologies, Inc., the role of President has become increasingly
more complex.  Dr. Mackin, with a wealth of technical expertise
and business experience in these sectors, has demonstrated the
ability to successfully manage organizational growth both as
president of EOIR and COO of Markland. I know he will do a great
job in this new role.  Additionally, by combining the roles of
President and COO, we can save considerable cost in our management
structure."

Dr. Mackin replaces Ken Ducey, Jr., as Markland's President.  Mr.
Ducey was removed from his position by the Board of Directors.

                        About the Company

Markland Technologies, Inc., is committed to setting next-
generation standards in defense and security through the provision
of innovative emerging technologies and expert services.  The
Company is engaged in the identification of advanced technologies
currently under development in laboratories, universities and in
private industry, and in the transformation of those technologies
into next-generation products.  Markland's solutions support
military, law enforcement and homeland security personnel to
protect the nation's citizens, borders and critical infrastructure
assets from the threat of terrorism and other dangers. Through
strategic development, Markland focuses on the creation of dual-
use technology and products with applications in both the defense
market and civilian homeland security and law enforcement fields.
The Company is a Board Member of the Homeland Security Industries
Association, and is a featured Company on
HomelandDefenseStocks.com; additional details can be viewed at
http://www.homelanddefensestocks.com/Companies/MarklandTechFor
more information about the Company and its products, visit the
Markland home page at http://www.marklandtech.com/

                          *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended SEC 10-Q
Dec. 31, 2004, filed with the Securities and Exchange Commission,
Markland reported net losses of $9,253,213 and $1,739,145 for the
six months ended December 31, 2004 and 2003, respectively.  During
the six months ended December 31, 2004, Markland issued secured
convertible promissory notes with a face value of $6,955,000
which, if not converted, are repayable between September and
November 2005.  There is no assurance that Markland can reverse
its operating losses, or that it can raise additional capital to
allow it to continue its planned operations.  These factors raise
substantial doubt about Markland's ability to continue as a going
concern.


MCI INC: Verizon Allows MCI to Continue Talks With Qwest
--------------------------------------------------------
Verizon Communications Inc. (NYSE: VZ) has agreed that MCI, Inc.
(Nasdaq: MCIP) may engage in further discussions with Qwest
Communications International Inc. (NYSE: Q) through March 28,
subject to the applicable provisions of the Feb. 14 agreement for
Verizon to acquire MCI.  Following is Verizon's letter:

                                  John W. Diercksen
                                  Executive Vice President -
                                  Strategy, Development & Planning
                                  VERIZON COMMUNICATIONS INC.
                                  1095 Avenue of the Americas
                                  New York, NY  10036

      March 23, 2005


      MCI, Inc.
      22001 Loudoun County Parkway
      Ashburn, Virginia 20147

      Ladies and Gentlemen:

           You and we are party to the Agreement and Plan of
      Merger dated as of February 14, 2005 among Verizon
      Communications Inc., Eli Acquisition, LLC and MCI, Inc. (as
      amended as of March 4, 2005, the "Agreement").  Capitalized
      terms used without definition in this letter have the
      meanings ascribed to them in the Agreement.

           Section 6.5(a) of the Agreement provides that you may
      not furnish information to or engage in discussions with
      Persons who make a Takeover Proposal without making certain
      specified findings.  The purpose of this letter is to
      reflect our agreement that prior to March 29, 2005, you and
      your Representatives may engage in the activities described
      in subparagraphs (x) and (y) of Section 6.5(a) of the
      Agreement with Qwest Communications International, Inc. or
      its Representatives without having made the determinations
      contemplated by the proviso immediately following clause (y)
      thereof.  For the avoidance of doubt, nothing in this letter
      shall relieve you of the obligation to comply with the other
      provisions of the Agreement, including the other provisions
      of Section 6.5, or prejudice your ability to make any future
      determination under the above-referenced proviso.

           Please signify your concurrence with the foregoing by
      signing below.

      Sincerely yours,


      VERIZON COMMUNICATIONS INC.
      John W. Diercksen


      Accepted and agreed:

      MCI, INC.
      Michael Capellas
      President and CEO


                          MCI's Statement

MCI, Inc. (Nasdaq: MCIP) said that its Board of Directors met to
review the latest Qwest proposal presented on March 16th.  MCI's
Board has determined to continue its discussions with Qwest and
has instructed its advisors and management to begin this process
promptly.  Verizon has consented to MCI's request for a waiver
permitting these discussions.

                          Qwest's Statement

On March 23, 2005, Qwest Communications sent a statement by e-mail
to Bloomberg News, saying:

      "We are encouraged that the MCI board realizes that our bid
      delivers great value to shareowners and welcome the
      opportunity to continue our discussions with the MCI board
      to complete a merger agreement.

      "We understand that MCI's board has additional questions
      surrounding our offer.  We are confident that we can quickly
      address these questions and provide the basis for the board
      to declare that our bid for MCI is the superior offer."

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

                         *     *     *

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MOTORWERKS INC: Three Banks Initiate Involuntary Chapter 7 Case
---------------------------------------------------------------
Three banks filed an involuntary chapter 7 petition against
Motorwerks, Inc., in the U.S. Bankruptcy Court for the Southern
District of Ohio, on March 11, 2005.  The three banks say
Motorwerks owes:

      Bank                            Amount
      ----                            ------
      Liberty Savings Bank        $2,900,000
      State Bank & Trust Co.      $2,700,000
      National City Bank            $112,000

John Wilfong, writing for the Dayton Business Journal, reports
that he tried to contact Mark Van Nest, Motorwerks president, but
Mr. Van Nest didn't return Mr. Wilfong's calls.  An employee
answering Motorwerks' telephone on March 23 told Mr. Wilfong the
company was still open.

Mr. Wilfong reports that two other financial institutions filed
lawsuits in state court against Motorwerks earlier this year.  On
Jan. 27, Day Air Credit Union sued the company for $685,024.  On
Feb. 2, Oak Hills Bank sued the company for $164,754.  On
March 18, Oak Hills obtained a default judgment.

Motorwerks leases on new and used vehicles for personal or
business use.  The company also leases vans that provide lifts for
the disabled.  According to published figures, the company had
$25 million in revenue in 1999 and 10 employees, Mr. Wilfong
relates.


NANOMAT INC: Wants to Use FirstMerit Bank's Cash Collateral
-----------------------------------------------------------
Nanomat, Inc., asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania for permission, on an emergency basis, to
use cash collateral securing repayment of prepetition loan
obligations to its primary lender, FirstMerit Bank, N.A.

The Debtor needs immediate access to the cash collateral to
preserve its assets and continue its business operations.  The
Debtor owes FirstMerit Bank more than $3.5 million.

FirstMerit Bank asserts a valid perfected first lien on the
Debtor's equipment and accounts receivable.

As adequate protection for the use of FirstMerit Bank's cash
collateral, the Debtor has offered:

   a) to open a Debtor in Possession account with PNC Bank and
      grant FirstMerit Bank a post-petition lien on its accounts
      receivable without execution of documents;

   b) to make contractual payments to FirstMerit Bank pending
      further order of the Bankruptcy Court.

   c) to give FirstMerit Bank a claim under Section 507(b) of the
      Bankruptcy Code with priority over all creditors to the
      extent there is a reduction of the collateral after
      March 18, 2005; and

   d) to adequately protect and insure the interests of FirstMerit
      Bank and list the Bank as a loss payee on all insurance
      policies.

The Debtor explains that it is still in the process of negotiating
an agreement with FirstMerit Bank for consensual use of the cash
collateral, but FirstMerit has not yet consented to the Debtor's
proposal.

The Court will convene a hearing at 9:30 a.m., on April 5, 2005,
to consider the Debtor's request.

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.  Donald R. Calaiaro, Esq., at Calaiaro, Corbett &
Brungo, P.C., represents the Debtor in its restructuring efforts.


NANOMAT INC: FirstMerit Asks Court to Appoint a Chapter 11 Trustee
------------------------------------------------------------------
FirstMerit Bank, N.A., Nanomat Inc.'s secured lender owed $3.5
million, asks the U.S. Bankruptcy Court for the Western District
of Pennsylvania to appoint a Chapter 11 Trustee, or in the
alternative, appoint an Examiner in Nanomat, Inc.'s chapter 11
case.

FirstMerit explains that it sued the Debtor in the U.S. District
Court of Western Pennsylvania.  FirstMerit says the Debtor
obtained its bank loan through fraud.  The Debtor agreed to a
Consent Order on Nov. 2, 2004, which provided for the appointment
of a Provisional Officer with full operating and financial
authority over the Debtor's business operations.

The Provisional Officer submitted his initial findings to the
District Court on Feb. 15, 2005, and his report claims that the
Principals repeatedly refused to cooperate with him, he suffered
physical and verbal abuse from one of the Principals, and he
uncovered evidence of deliberate attempts by the Principals to
conceal assets and misrepresent bank account transactions.

The Provisional Officer filed an Emergency Motion with the
District Court on March 14, 2005, seeking to hold the Principals
in contempt, to remove the Principals from their positions, and to
enjoin the Principals in further concealing assets and
misrepresenting bank accounts.  The Debtor filed its bankruptcy
petition on March 18, 2005, a day after the District Court's first
hearing on the Provisional Officer's Emergency Motion.

FirstMerit explains that because of the reasons stated in the
Provisional Officer's Emergency Motion and the repeated attempts
of the Principals to hinder and delay the Provisional Officer's
performance of his duties, the Principals' fraudulent schemes
remain unchecked.

If a Trustee or Examiner is not appointed, the Principals will be
free to continue removing assets from the estate to affiliates
controlled by the Principals, or elsewhere, and the Principals
will likely redirect revenues with total disregard for the rights
of FirstMerit and other creditors, all in continuing contravention
of the District Court's various orders.

The Bankruptcy Court will convene a hearing at 9:30 a.m., on
April 5, 2005, to consider FirstMerit's request.

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.  Donald R. Calaiaro, Esq., at Calaiaro, Corbett &
Brungo, P.C., represents the Debtor in its restructuring efforts.


NEENAH PAPER: Incurs $26.4 Million Net Loss in 2004
---------------------------------------------------
Neenah Paper (NYSE: NP) reported a $26.4 million net loss for the
full year 2004, including after-tax charges of $72.0 million for
the previously announced impairment of Terrace Bay pulp assets and
$2.9 million for one-time transaction costs incurred prior to the
spin-off and assigned to Neenah Paper.

Net income for 2003 was $38.9 million.  Neenah Paper operations
were part of Kimberly-Clark through November 30, 2004 and
consequently results do not fully reflect changes for higher pulp
discounts, corporate costs and interest expense expected as a
stand-alone company.

Net sales for 2004 of $772.1 million increased 9 percent from
$710.3 million in 2003 primarily as a result of increased pulp
prices and higher paper volumes.  Net sales for 2004 increased in
all three segments, with fine paper growing 5 percent, technical
paper up 9 percent and pulp increasing 11 percent.  Amounts for
both years reflected a change to reclassify freight costs, which
increased both net sales and cost of sales, to be in conformity
with generally accepted accounting principles.

Operating loss for 2004 was $39.9 million, including pre-tax
charges of $112.8 million for impairment and $4.5 million for
spin-off related transaction costs. 2003 operating income was
$63.3 million.  Year-over-year operating results, excluding the
impact of impairment and transaction costs, increased primarily
due to growth in paper volumes, increased selling prices for pulp
and improved paper mill operations, partially offset by the impact
of a stronger Canadian dollar and higher pulp manufacturing costs.
For 2004, operating income for fine paper increased 6 percent and
technical paper grew more than 30 percent.  Operating losses in
pulp were $120.5 million, including the $112.8 million impairment
charge. The 2003 operating loss for pulp was $16.5 million.

The 2004 year-end balance sheet includes cash and cash equivalents
of $19.1 million and long-term debt of $225 million. There were no
outstanding borrowings against the company's revolving credit
facility as of December 31, 2004.  Cash provided from operations
of $76.0 million in 2004 increased from $73.6 million in 2003.
Capital expenditures in 2004 were $19.1 million and depreciation
totaled $35.8 million.

                     Fourth Quarter Results

Fourth quarter 2004 results reflect a $69.7 million net loss,
including the $72.0 million after-tax charge for the impairment
and $1.8 million for spin-off transaction expenses in the quarter.
Net income was $14.2 million in the fourth quarter of 2003.
Interest expense in the fourth quarter of 2004 was $1.4 million
and began in the month of December.

Net sales for the 2004 fourth quarter totaled $177.4 million
and included the one-time impact of a change in contractual terms
for pulp sales to Kimberly-Clark, which affected the timing of
recognition of revenue and reduced December sales by approximately
$12.9 million.  Excluding this impact, net sales increased
$7.8 million, or 4 percent, versus the fourth quarter of
2003.  The increase was primarily a result of volume growth in
paper and higher selling prices for pulp.  For the 2004 fourth
quarter, fine paper net sales increased 9 percent, technical paper
net sales were up 1 percent and pulp net sales, excluding the
impact from the change in terms, were up 5 percent.

Fourth quarter of 2004 gross profit was $22.8 million compared to
$31.8 million in the fourth quarter of 2003.  The positive impact
of increases in the paper businesses and higher pulp selling
prices in the fourth quarter of 2004 was offset by the impact of a
stronger Canadian dollar and higher pulp manufacturing costs, the
latter, which increased versus the prior year as a result of the
timing of annual maintenance shutdowns and higher costs for
certain raw materials and energy.

Fourth quarter 2004 operating loss, including the $112.8 million
impairment charge and $2.8 million of transaction costs, was
$109.3 million.  Operating income was $22.1 million in the fourth
quarter of 2003.  In addition to the impairment charge, the change
from 2003 was due to both the lower gross profit and higher
selling, general and administrative, and other expenses in 2004.
These latter expenses increased from $9.7 million in the fourth
quarter 2003 to $19.3 million in 2004. Reasons for the increase
include the $2.8 million of transaction expenses, $5.1 million of
additional expenses as a stand-alone company and to support growth
in paper, and a $1.7 million increase in other expenses, net,
primarily due to foreign currency losses resulting from the
strengthening of the Canadian dollar.

                          2005 Outlook

Commenting on the outlook for 2005, Sean Erwin, Chairman and CEO
said, "We are very pleased with the top and bottom line growth in
our paper businesses, as well as the programs that have been
developed to sustain this in 2005.  The recently announced
introduction of the EAMES(TM) Fine Papers Collection represents
one of the most exciting brand launches ever for the Neenah Paper
fine paper business.  While our focus remains on premium branded
products, which represent over 80 percent of our portfolio, we
will also be using our available low-cost capacity to pursue large
orders in areas such as corporate annual reports, and premium
direct mail campaigns.  These orders may have lower price points,
but provide important incremental profit opportunities."

"Our focus in pulp remains on improving the cost position of
Terrace Bay and building our capability as a market pulp supplier.
We are beginning to execute our plans to enhance our long-term
competitive position, including the recently announced closure of
the No. 1 Mill at Terrace Bay, as well as working more closely
with the Ministry of Natural Resources in Ontario and others to
address both wood cost and supply.  External conditions were
difficult in the fourth quarter for pulp, and while recent
increases in market prices have contributed to improved
conditions, 2005 is still expected to challenging, as the Canadian
dollar, currently at around $0.83, is much stronger than 2004's
average rate of approximately $0.77 and does not show signs of
weakening.  In addition, many external forecasts indicate pulp
prices are expected to start falling in the latter half of the
year."

"Across all of our businesses, we are seeing increased prices for
certain raw materials, such as latex, and also for energy. We have
an active productivity and cost savings program and we hope to
achieve cost improvements to help offset these cost increases."

"Finally, we continue to carefully manage cash flows and were
pleased to start the year with a relatively strong cash balance
and without any draw on our revolving credit line. Capital
spending is being prudently managed and we now expect spending to
be about $40 million in 2005 and 2006, approximately $10 million
below previous estimates for each year.  Certain investments
planned in Terrace Bay are being deferred until we realize other
non-capital improvements necessary for the long term success of
this business, and the environmental project at Pictou will most
likely be delayed to allow regulatory bodies and other interested
parties additional time to evaluate the project."

2005 reported earnings for Neenah Paper as a stand-alone company
will differ from 2004 results, which reflected eleven months as
part of Kimberly-Clark.  Primary areas of difference are due to
higher discounts for pulp sales to Kimberly-Clark, increased
ongoing corporate costs of approximately $14 million, $7.5 million
of incremental spending in 2005 for transition services, and
interest expense.

            Effect of Special Items in 2004 Results

Special items for the full year 2004 included after-tax charges of
$72.0 million for the impairment of Terrace Bay pulp assets and
$2.9 million for spin-off related transaction costs, which in
total equated to an impact of $5.09 per diluted common share.
Additionally, 2004 full year results did not reflect changes
expected as a stand-alone company for higher pulp discounts to
Kimberly-Clark and interest expense, except for the month of
December 2004.  Had the new pulp discounts to Kimberly-Clark been
in place for the first eleven months, net sales and operating
income would each have been $25.6 million lower.  Similarly, 2004
full year results would have included approximately $17 million
for an additional eleven months of interest expense and
amortization.  The combined effect had the pulp discounts and
interest and amortization expense been in place for the full year
would have increased 2004 net losses by $27.5 million, or $1.86
per diluted common share.

Likewise, for the fourth quarter of 2004, results included
after-tax charges of $72.0 million for the impairment of Terrace
Bay pulp assets and $1.8 million for spin-off related transaction
costs, which in total equated to an impact of $5.01 per diluted
common share in the fourth quarter of 2004.  Additionally, 2004
fourth quarter results did not reflect changes expected as a
stand-alone company for higher pulp discounts to Kimberly-Clark
and interest expense, except for the month of December 2004.  Had
the new pulp discounts to Kimberly-Clark been in place for October
and November, net sales and operating income would each have been
$4.2 million lower.  Similarly, fourth quarter 2004 results would
have included approximately $3.3 million for an additional two
months of interest expense and amortization.  The combined effect
had the pulp discounts and interest and amortization expense been
in place for the full year would have increased 2004 fourth
quarter net losses by $4.8 million.

Neenah Paper, Inc. -- http://www.neenah.com/--manufactures and
distributes a wide range of premium and specialty paper grades,
with well-known brands such as CLASSIC(R), ENVIRONMENT(R),
KIMDURA(R) and MUNISING LP(R).  The company also produces and
sells bleached pulp, primarily for use in the manufacture of
tissue and writing papers.  Neenah Paper is based in Alpharetta,
Georgia, and has manufacturing operations in Wisconsin, Michigan
and in the Canadian provinces of Ontario and Nova Scotia.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2004,
Moody's Investors Service assigned a B1 rating to Neenah Paper,
Inc.'s proposed $200 million guaranteed senior unsecured notes due
2014, and a Ba3 rating to the company's proposed $150 million
senior secured revolving credit facility.  In addition, Moody's
assigned a B1 senior implied rating, B3 senior unsecured issuer
rating, and SGL-2 speculative grade liquidity rating to the
company.  The outlook for the ratings is stable.  This is the
first time Moody's has rated the debt of Neenah.

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to forest products producer Neenah Paper, Inc., in
connection with the company's spin-off from Kimberly-Clark
Corporation.

At the same time, Standard & Poor's assigned its 'BB+' bank loan
rating and its recovery rating of '1+' to Neenah's proposed
$150 million senior secured credit facility.  The rating is three
notches above the corporate credit rating; this and the '1+'
recovery rating indicate that bank lenders can expect a full
recovery of principal and interest in the event of a default.

In addition, Standard & Poor's assigned its 'B+' senior unsecured
debt rating to the Alpharetta, Georgia-based company's
$200 million senior unsecured notes due 2014, to be issued under
Rule 144a with registration rights.

The senior unsecured debt is rated the same as the corporate
credit rating based on Standard & Poor's expectations that the
level of Neenah's priority liabilities, relative to its assets,
will not place senior unsecured lenders at a material disadvantage
in a bankruptcy.  All of these newly assigned ratings are based on
preliminary terms and conditions.  S&P says the outlook is stable.


NORANDA INC: Wooing Falconbridge Shareholders to Okay Merger
------------------------------------------------------------
Noranda, Inc., (TSX:NRD)(NYSE:NRD) mailed an issuer bid circular
to its common shareholders and a take-over bid circular to common
shareholders of Falconbridge Limited, in connection with Noranda's
previously announced issuer bid for up to 63.4 million Noranda
common shares and its offer to purchase the common shares of
Falconbridge not owned by Noranda.  Falconbridge has mailed to its
common shareholders a directors' circular in response to Noranda's
offer to purchase Falconbridge shares.  The issuer bid expires on
April 28, 2005 and the take-over bid expires on May 5, 2005.

The all-encompassing plan, which will combine Noranda and
Falconbridge will create one of North America's largest base-
metals companies.  After the Merger, Noranda will be renamed
NorandaFalconbridge.

The announcement resolves the dual public ownership structure of
Noranda and Falconbridge, and brings Noranda's strategic
alternatives review process to a close. Noranda's Board of
Directors approved the making of a substantial Issuer Bid.
Highlights are as follows:

Highlights:

   -- The Boards of Noranda and Falconbridge have unanimously
      agreed to combine the two companies by way of a share
      exchange.

   -- Each Falconbridge shareholder will receive 1.77 Noranda
      shares for each Falconbridge share, which represents a 15%
      premium to the 20-day average share price for the period
      ending March 7, 2005.  Each existing Noranda common share
      will represent one share of the new combined entity.

   -- Prior to the Merger, Noranda will offer to repurchase
      63.4 million of its common shares, in exchange for three
      series of junior preferred shares of the Company with an
      aggregate stated value of US$1.25 billion.

   -- Brascan, the owner of approximately 41% of Noranda common
      shares, has indicated that it will tender its common shares
      to the US$1.25 billion Issuer Bid.  On completion of the
      Merger and Issuer Bid, Brascan's ownership position will
      decline to between 16% and 26% of the new entity.

   -- The transaction simplifies the ownership structure and
      substantially increases the public float and share liquidity
      of the new company.

   -- The larger market capitalization and simplified corporate
      ownership structure is expected to attract a greater
      institutional investor base for the combined company.

   -- The increased size, diversification and financial capability
      of the new combined company will facilitate future growth.

                Noranda and Falconbridge Merger

The Board of Directors of each of Noranda and Falconbridge have
unanimously agreed to merge the two companies.  The Merger will be
carried out by way of a share exchange take-over bid by Noranda.
In addition to the usual conditions, the take-over bid will be
conditional on acceptance by a majority of the minority
Falconbridge shareholders tendering to the Noranda Offer, and the
Issuer Bid being completed.

        Important Considerations for Noranda's Decision

Among the factors taken into account by the Noranda Board in
arriving at its decision to proceed with the Merger and the Issuer
Bid were:

   -- Direct access to consolidated cash flow -
      NorandaFalconbridge will have direct access to 100% of the
      cash flow of the combined companies, which will provide it
      with greater financial flexibility and improved access to
      credit.

   -- Greater market capitalization - The merged company will
      enjoy the benefits of a significantly greater market
      capitalization, which should improve its ability to finance
      its activities.

   -- Increased trading liquidity - The positive impact on trading
      liquidity in shares of the merged company.  The public
      trading "float" of NorandaFalconbridge will be over 50%
      greater than that of Noranda today.  This should attract a
      greater institutional investor base in the ownership of the
      combined company.

   -- Favourable impact on exploration and development programs -
      As a consolidated enterprise, NorandaFalconbridge will have
      enhanced flexibility to carry out exploration and business
      development programs from an operational and financial
      standpoint.

   -- Favourable fairness opinion - The Special Committee of the
      Board received advice from its financial advisor, CIBC World
      Markets, including an opinion that the Merger exchange ratio
      of 1.77 Noranda common shares for each Falconbridge common
      share, is fair from a financial point of view to Noranda.

   -- Available to all shareholders - All common shareholders of
      Noranda can participate in the Issuer Bid.

   -- Enhanced Leverage - The issuance by Noranda of preferred
      shares will provide the remaining common shareholders with
      enhanced returns from the current strong commodity cycle.

   -- Terms of the preferred shares - The terms of the preferred
      shares are flexible and allow for Noranda to pay dividends
      and repay the capital amount using common shares as
      currency, which provides the company with liquidity
      protection.

   -- Ability to redeem preferred shares - Noranda will have the
      ability to redeem or refinance the preferred shares, whether
      or not the Merger proceeds, through operating cash flow,
      assets available for sale, access to the capital markets and
      other means.

Falconbridge Limited -- http://www.falconbridge.com/-- is a
leading low-cost producer of nickel, copper, cobalt and platinum
group metals. It is also one of the world's largest recyclers and
processors of metal-bearing materials.  The company's common
shares are listed on the Toronto Stock Exchange under the symbol
FL.  Falconbridge is owned by Noranda Inc. of Toronto (58.8%) and
by other investors (41.2%).

Noranda -- http://www.noranda.com/-- is a leading copper and
nickel company with investments in fully integrated zinc and
aluminum assets.  The Company's primary focus is the
identification and development of world-class copper and nickel
mining deposits.  It employs 16,000 people at its operations and
offices in 18 countries and is listed on The New York Stock
Exchange and the Toronto Stock Exchange (NRD).

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 11, 2005,
Standard & Poor's Ratings Services changed its CreditWatch
implications on mining companies Noranda, Inc., and its
subsidiary, Falconbridge Ltd. to negative from developing, after
the companies announced their intention to combine the businesses.

At the same time, Standard & Poor's assigned its 'BB' rating to
Toronto, Ontario-based Noranda's proposed US$1.25 billion junior
preferred shares.


NOVELIS INC: David J. FitzPatrick Joins Board of Directors
----------------------------------------------------------
Novelis, Inc., (NYSE: NVL; Toronto) reported the appointment of
David J. FitzPatrick, special advisor to the chief executive
officer of Tyco International Ltd., to the Novelis Board of
Directors, effective immediately.

Mr. FitzPatrick, 51, was previously executive vice president and
chief financial officer of Tyco, a post he held from September
2002 until March 2005.  He was senior vice president and chief
financial officer for United Technologies Corporation from June
1998 until September 2002.

"Dave's experience and expertise in international business and
financial strategy will greatly benefit Novelis as we focus on de-
levering the company in the short term, while positioning for
long-term success," said J.E. Newall, non-executive chairman of
the Novelis Board of Directors.  "We welcome him to our team."

"Novelis has tremendous opportunities and an enviable market-
leading position right out of the gate," Mr. FitzPatrick said.  "I
look forward to working with the Board and the leadership team to
help shape the future of this company."

Novelis -- http://www.novelis.com/-- incorporated Jan. 6, 2005,
is the global leader in aluminum rolled products and aluminum can
recycling, with 37 operating facilities in 12 countries and more
than 13,500 dedicated employees.  Novelis has the unparalleled
capability to provide its customers with a regional supply of
high-end rolled aluminum throughout Asia, Europe, North America,
and South America.  Through its advanced production capabilities,
Novelis supplies aluminum sheet and foil to automotive,
transportation, beverage and food packaging, construction,
industrial and printing markets.

                         *     *     *

As reported by the Troubled Company Reporter on Jan. 21, 2005,
Standard & Poor's Ratings Services assigned its 'B' rating to
Novelis Inc.'s US$1.4 billion senior unsecured notes due 2015.  At
the same time, Standard & Poor's withdrew its CP ratings on Alcan
Aluminum Corp., as this entity was transferred to Novelis on
Jan. 6, 2005.  The outlook on Novelis, Inc., is stable.

As reported in the Troubled Company Reporter on Jan. 17, 2005,
Moody's Investors Service assigned a B1 rating to Novelis, Inc.'s
$1.4 billion senior unsecured, guaranteed note issue due January
2015 and affirmed the Company's existing ratings.  The notes will
be guaranteed by all wholly owned subsidiaries in the U.S. and
Canada and certain wholly owned foreign subsidiaries.  The
guarantee structure is the same as that provided in the Company's
recently placed senior secured bank facilities.  Moody's said the
rating outlook is stable.


OPTINREALBIG.COM: Alleged Spammer Seeks Chapter 11 Protection
-------------------------------------------------------------
OptinRealBig.com, LLC, aka EarnBigRewards, aka EarnBigGifts, aka
eRewardTime, aka CPAEmpire.com, aka SaveRealBigDeals.com, has
filed for chapter 11 protection.  OptinRealBig.com describes
itself as "The Nation's Fastest Growing Online Marketing Company";
New York Attorney General Eliot Spitzer and Microsoft Corp. call
the company and owner Scott Richter defendants in anti-spam
lawsuits.

Spamhaus Project, a British organization that battles unsolicited
e-mail, reports that OptinRealBig.com is the third-largest source
of spam on the Internet.  "OptInRealBig.com and Richter's many
aliases are 'block-on-sight' domains for most of the Internet's
mail systems," Spamhaus relates.

"Microsoft and the state of New York said . . . we would drive him
into bankruptcy, and together we have," Aaron Kornblum,
Microsoft's Internet safety enforcement attorney, tells Todd
Bishop at the Seattle Post-Intelligencer.

But Steven Richter, Esq., the company's lawyer and Scott Richter's
father, disputes the characterization of his son's activities and
tells Mr. Bishop the Westminster, Colo., company plans to
reorganize and remain in business.  The bankruptcy was essentially
an effort to consolidate various lawsuits against the company,
Steven Richter told Mr. Bishop.  "The company is growing, the
company is viable, and has no intention of stopping business,"
Steven Richter said.  "This was done just to get some breathing
room."

Microsoft's lawsuit against OptinRealBig.com (W.D. Wash. Case No.
2:2004cv00116) seeks $20 million to $40 million in damages.
OptinRealBig.com faces another lawsuit by American Family Mutual
Insurance (D. Colo. Case No. 1:2004cv00477).

Steven Richter, Esq., told John Accola at the Rocky Mountain News,
the five-year-old, 15-employee firm has approached Microsoft "many
times about reaching a settlement, and it's been a moving target.
Ultimately, this case is going to trial, and the legal fees will
be unbelievable."

OptinRealBig.com filed for chapter 11 protection on March 25, 2005
(Bankr. D. Colo. Case No. 05-16304).  John C. Smiley, Esq., at
Lindquist & Vennum, represents the Debtor.  Scott A. Richter has
also filed for personal bankruptcy under chapter 11 (Bankr. D.
Colo. Case No. 05-16340).  Mr. Richter is represented by Harvey
Sender, Esq., at Sender & Wasserman, P.C.


OPTINREALBIG.COM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: OptinRealBig.com, LLC
             aka EarnBigRewards
             aka EarnBigGifts
             aka eRewardTime
             aka CPAEmpire.com
             aka SaveRealBigDeals.com
             1333 W. 120th Avenue, Suite 101
             Westminster, Colorado 80234

Bankruptcy Case No.: 05-16304

Type of Business: An e-mail marketing company.

Chapter 11 Petition Date: March 25, 2005

Court: District of Colorado (Denver)

Judge: Howard R Tallman

Debtor's Counsel: John C. Smiley, Esq.
                  Lindquist & Vennum P., L.L.P
                  600 17th Street, Suite 1800 South
                  Denver, Colorado 80202-5441
                  Tel: (303) 573-5900

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Microsoft Corporation                                $20,000,000
c/o David Bateman, Esq.
Preston Gates & Ellis, LLP
925 Fourth Ave., Suite 2900
Seattle, WA 98104

OptiGate Networks, Inc        Trade/service              $60,500
40356 Oak Park Way, Suite V   debt
Oakhurst, CA 93644

Robertson                                                $50,000
Apollo Enterprises
PO Box 6434
Kent, WA 98064

Qwest                         Trade/service              $28,912
                              debt

Cydoor Technologies, Inc.     Trade Debt                 $28,121

QWEST Interprise America,     Phone System               $16,162
Inc.

IPWS                          Trade Debt                 $10,899

Quest Communications          Trade/service              $10,058
                              debt

Frank Amyx                                                $6,500
c/o Denver C. Snuffer, Jr., Esq.

Clements                                                  $6,500
c/o Denver C. Snuffer, Jr., Esq.

Clements                                                  $6,500
c/o Denver C. Snuffer, Jr., Esq.

Clements                                                  $6,500
c/o Denver C. Snuffer, Jr., Esq.

Clements                                                  $6,500
c/o Denver C. Snuffer, Jr., Esq.

Goins                                                     $6,500
c/o Denver C. Snuffer, Jr., Esq.

Somers                                                    $6,500
c/o Denver C. Snuffer, Jr., Esq.

Riddle                                                    $6,500
c/o Denver C. Snuffer, Jr., Esq.

Did-it.com, LLC               Trade Debt                  $1,102
c/o Internet Marketing G

Ram Enterprises               Trade Debt                    $675

American Family Mutual                                   Unknown
Insurance Co.
c/o Robert W. Harris, Esq.

Balsam, Daniel L.                                        Unknown
c/o Timothy J. Walton, Esq.


ORMET CORP: Gets Court Nod to Cut Retiree Benefits by $5 Million
----------------------------------------------------------------
The Honorable Barbara Sellers of the U.S. Bankruptcy Court for the
Southern District of Ohio gave Ormet Corp. the green light last
week to cut retiree health insurance benefits.  That move will
save $5 million, bringing Ormet's costs for more than 1,800
retirees in 2005 down to $10 million.

Judge Sellers also directed Ormet to begin meeting with
representatives of United Steelworkers of America two days per
week to negotiate a new contract and report to the Bankruptcy
Court weekly about the progress of those talks.  Ormet is looking
for up to $18 million of concession from the union.  This news
comes from Carrie Spencer, writing for the Associated Press.

The steelworkers tried to persuade Judge Sellers to force Ormet to
sell two of its Ohio plants.  Judge Sellers declined the
invitation.  Ms. Spencer relates that more than 1,200 workers went
on strike Nov. 22, and Ormet's been using salaried employees to
run the two plants.

Headquartered in Wheeling, West Virginia, Ormet Corporation --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.  The
Company and its debtor-affiliates filed for chapter 11 protection
on January 30, 2004 (Bankr. S.D. Ohio Case No. 04-51255).  Adam C.
Harris, Esq., in New York, represents the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy
protection, it listed $50 million to $100 million in estimated
assets and more than $100 million in total debts.


OWENS CORNING: Washington Legal Foundation Supports CSFB
--------------------------------------------------------
The Washington Legal Foundation asks the U.S. District Court for
the District of Delaware to ensure that any estimation the
District Court issues properly account for the effect of punitive
damages on Owens Corning's claims history, and that any punitive
damages component be eliminated from the estimation.  WLF
supports Credit Suisse First Boston's opposition to the Plan
Proponent's request for estimation of Owens Corning's pending and
future asbestos liabilities.

In an Amicus Curiae brief filed with the District Court, WLF
explains that it supports efforts to ensure that those injured as
a result of exposure to asbestos are adequately and promptly
compensated for their injuries.  WLF is concerned, however, by
mounting evidence that much of the money awarded as damages in
asbestos liability cases has been paid to uninjured claimants.
WLF believes that bankruptcy estimation proceedings provided a
unique opportunity for federal courts to examine the propriety of
continuing to make payments at historic levels.

WLF is a public interest law and policy center located in
Washington, D.C., with supporters in all 50 states.  WLF devotes
a significant portion of its resources to tort reform efforts,
including efforts to impose reasonable caps on the size of
punitive damages awards.  WLF has participated in numerous
federal and state court proceedings that addressed punitive
damages issues.

WLF has participated as an amicus curiae in another matter
arising from Owens Corning's Chapter 11 proceedings in In re:
Kensington International Limited, 368 F.3d 289 (3d Cir. 2004).

                       WLF Is Disinterested

WLF clarifies that it has no direct interest, financial or
otherwise, in the resolution of the issues raised by the Plan
Proponents' estimation motion, or of any other issues raised in
the Debtors' bankruptcy proceedings.  WLF's sole purpose in
filing an Amicus Curiae brief is to urge the District Court to
adopt -- in the context of an entity driven into bankruptcy by
massive tort judgments -- due process limitations on additional
punitive damages awards.  No counsel for a party authored WLF's
brief in whole or in part, and no person or entity, other than
WLF and its counsel, contributed monetarily to the preparation
and submission of the brief.

WLF seeks to press an additional ground for excluding punitive
damages -- any award would exceed limits on punitive damages
imposed by the Due Process Clause.  WLF does not address any
other issues raised by the parties.

Because of its lack of direct economic interests, WLF believes
that it can assist the District Court by providing a perspective
that is distinct from that of any party.

           WLF Wants Claims for Punitive Damages Nixed

WLF argues that the due process prohibits additional punitive
damages against Owens Corning for the sale of asbestos products.
WLF says Owens Corning has already paid out, in connection with
asbestos liability lawsuits, damages well in excess of the
constitutional limit on punitive damages.

Joel Friedlander, Esq., at Bouchard Margules & Friedlander, P.A.,
in Wilmington, Delaware, reminds Judge Fullam that the Supreme
Court has established three "guideposts" to be used in evaluating
whether a punitive damages award is constitutionally excessive:

   (1) The degree of reprehensibility of the defendant's
       misconduct;

   (2) The disparity between the actual or potential harm
       suffered by the plaintiffs and the punitive damages award;
       and

   (3) The differences between the punitive damages awarded by
       the jury and the civil penalties authorized or imposed in
       comparable cases.

If the "guideposts" are applied, Mr. Friedlander says, there can
be little doubt that due process prohibits imposition of
additional punitive damages on Owens Corning.  In light of the
billions of dollars of damages -- both compensatory and punitive
-- that Owens Corning has paid to asbestos liability claimants
for a single course of conduct that ended decades ago and has no
chance of recurring, imposition of additional punitive damages
would amount to arbitrary punishment.

"Suffice to say that however one wished to characterize Owens
Corning's conduct, it has already been subjected to as severe a
punishment as could be meted out to a corporation; it has had its
equity entirely wiped out," Mr. Friedlander tells the Court.

Mr. Friedlander explains that imposing liability for additional
punitive damages above and beyond the billions in compensatory
and punitive damages that Owens Corning has already paid out
would not further society's interests in imposing rational
punishments on wrongdoers.  Nor could additional punitive damages
be defended as serving to deter Owens Corning and other from
repeating the actions that gave rise to the company's asbestos
tort liability.  Given the scores of major corporations driven
into bankruptcy by asbestos litigation, it would be ludicrous to
suggest that other companies might still be tempted to follow in
Owens Corning footsteps but would be deterred from doing so if
even more punitive damages are piled on top of Owens Corning's
billion of dollars of asbestos-related payments.

Mr. Friedlander adds that courts have been reluctant to enforce
the due process cap on aggregate punitive damages awards in the
context of an asbestos liability action brought by a single
plaintiff.  But the factors underlying that reluctance are
inapplicable to Owens Corning's bankruptcy proceedings.  Because
the District Court has jurisdiction over all of Owens Corning's
assets and all pending and future asbestos liability claims
against the company, it is uniquely situated to address that
constitutional issue.

The Supreme Court has explained that "punitive damages are never
awarded as of right, no matter how egregious the defendant's
conduct."  Punitive damages are imposed to punish and deter
wrongdoing, not to compensate for injury; they are "in effect a
windfall to a fully compensated plaintiff."  Accordingly, if the
District Court determines that the punitive damages component
must be eliminated from the estimation because society's
interests in punishment and deterrence have already been fully
served, asbestos claimants have no basis for complaining, Mr.
Friedlander says.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At
Sept. 30, 2004, the Company's balance sheet shows $7.5 billion in
assets and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
102; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OXFORD IND: Declares $0.135 Per Share Quarterly Cash Dividend
-------------------------------------------------------------
The Board of Directors of Oxford Industries, Inc. (NYSE: OXM),
declared a cash dividend of $0.135 per share on common stock
payable June 6, 2005 to shareholders of record on May 23, 2005.
This is the 180th consecutive quarterly cash dividend since Oxford
became publicly owned in 1960.

                        About the Company

Oxford Industries, Inc., is a producer and marketer of branded and
private label apparel for men, women and children.  Oxford
provides retailers and consumers with a wide variety of apparel
products and services to suit their individual needs.  Oxford's
brands include Tommy Bahama(R), Indigo Palms(TM), Island Soft(TM),
Ely & Walker(R) and Oxford Golf(R).  The Company also holds
exclusive licenses to produce and sell certain product categories
under the Tommy Hilfiger(R), Nautica(R), Geoffrey Beene(R),
Slates(R), Dockers(R) and Oscar de la Renta(R) labels.  Oxford's
customers are found in every major channel of distribution
including national chains, specialty catalogs, mass merchants,
department stores, specialty stores and Internet retailers.  The
Company's common stock has traded on the NYSE since 1964 under the
symbol OXM.  For more information, visit its Web site at
http://www.oxfordinc.com/

                         *     *     *

As reported in the Troubled Company Reporter on March 7, 2005,
Standard & Poor's Ratings Services said that there would be no
immediate effect on the ratings or outlook on the rated apparel
companies from the proposed merger of Federated Department Stores,
Inc., (BBB+/Watch Neg/A-2) and May Department Stores Co.
(BBB/Watch Neg/A-3), including those of Oxford Industries, Inc.
(BB-/Stable/--).

In April 2003, Standard & Poor's Ratings Services assigned its
'BB-' long-term corporate credit rating to Oxford Industries Inc.
At the same time, Standard & Poor's assigned its 'B' unsecured
debt rating to the company's $175 million senior notes due 2011.

S&P said the ratings outlook on Oxford is stable.


P-COM INC: Auditing Firm Expresses Going Concern Doubt Again
------------------------------------------------------------
After reviewing P-Com, Inc.'s 2004 financial statements, Aidman,
Piser & Company, P.A., says there's "substantial doubt about the
Company's ability to continue as a going concern."  The auditing
firm points to recurring net losses, the use of significant
amounts of cash in support of its operating activities and, based
upon current operating levels, a clear need for additional capital
or significant reconfiguration of its operations to sustain its
operations beyond June 30, 2005.

At December 31, 2004, P-Com had $1.3 million of available working
capital.  The company's principal sources of liquidity are
available borrowings under its Credit Facility, and approximately
$2.3 million of cash and cash equivalents.  Available borrowings
under the Credit Facility as of December 31, 2004, were
approximately $1.8 million.  The existing cash balance is
principally derived from the issuance of debentures in the
principal amount of $3.3 million in November 2004.

"Our cash position is deteriorating," the Company says in its
annual report delivered to the Securities and Exchange Commission
last week.  "Considering our projected cash requirements based
upon current operating levels, our available cash resources will
be insufficient by approximately $4.0 million to allow us to
continue as a going concern at current operating levels.  In
addition, at current operating levels, management estimates that
our current cash reserves will be exhausted by the second quarter
of the Company's year ended December 31, 2005.  We will be
required to borrow from our existing Credit Facility, which has
limitations, as well as raise additional equity and debt financing
in order to continue.  There are currently no formal committed
financing arrangements to support this projected cash shortfall."

At December 31, 2004, P-Com's balance sheet shows $25.4 million in
assets and $7.5 million in shareholder equity.  P-Com reported a
$5.8 million net loss in 2004; a $14.4 million net loss in 2003;
and a $54.3 million net loss in 2002.  The company's accumulated
deficit at Dec. 31, 2004, tops $368 million.

                        About the Company

P-Com Inc. -- http://www.p-com.com/-- develops, manufactures, and
markets point-to-point, spread spectrum and point-to-multipoint,
wireless access systems to the worldwide telecommunications
market.  P-Com's broadband wireless access systems are designed to
satisfy the high-speed, integrated network requirements of
Internet access and private networks.  Cellular and personal
communications service providers utilize P-Com point-to-point
systems to provide backhaul between base stations and mobile
switching centers.  Government, utility, and business entities use
P-Com systems in public and private network applications.


PACIFIC EXPRESS: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pacific Express Stables, LLC
        548 South Pearl Street
        Denver, Colorado 80209

Bankruptcy Case No.: 05-16548

Chapter 11 Petition Date: March 28, 2005

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: David M. Miller, Esq.
                  303 E. 17th Avenue, Suite 500
                  Denver, Colorado 80203
                  Tel: (303) 832-2400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Thompson & Associates                         $325,000
12081 West Alameda Parkway
Suite 416
Lakewood, CO 80228

MCR Construction                               $23,000
34449 County Road 10
Keenesburg, CO 80643

Treasurer City and County                      $20,000
of Denver
PO Box 17420
144 West Colfax
Denver, CO 80217

Professional Investigative                     $10,000
Engineers

Reems & Patterson, Inc                          $8,800

Xcel Energy                                     $3,500

Provident Construction Co.                      $3,500

Elevators Unlimited, INc.                       $1,400

Acosta Landscape                                $1,200

Avery Woods Reporting                           $1,000
Service, Inc

Colorado Engineering                              $925

Doctor Glass Window                               $730
Washing

Wilson Electric                                   $485

Rocky Mountain Security                           $450
Systems

Utility Locator and                               $450
Mapping

Denver Water                                      $385

Denver Fire Department                             $90

Aurora Huddleson                                   $76
Plumbing


PACIFIC LUMBER: Gets Waiver from Lenders Until April 15
-------------------------------------------------------
The Pacific Lumber Company didn't comply with a minimum EBITDA
covenant under the terms of a Credit Agreement dated as of
January 23, 2004, backed by Bank of America, N.A.  BofA signed-off
on another waiver of that covenant through April 15, 2005, and the
parties inked a Fourth Amendment to the Credit Agreement on
March 18 that:

     (a) increases availability by $3.0 million as the result of
         a pledge by Palco's parent, MAXXAM Group Inc., of a
         $2.0 million certificate of deposit, and a decrease of
         $1.0 million in the borrowing base reserve,

     (b) requires Palco and its Britt Lumber Co., Inc., subsidiary
         to deliver to Bank of America documents necessary to
         perfect Bank of America's security interests in all
         vehicles owned by the borrowers,

     (c) requires the borrowers to deliver to Bank of America
         weekly cash-flow projections from March 21, 2005
         through April 15, 2005,

     (d) continues, until April 15, 2005, a limited waiver
         previously granted by Bank of America, of the default
         caused or expected to be caused by the borrowers' failure
         to attain a specified level of EBITDA during the fiscal
         quarters ended December 31, 2004 and March 31, 2005,

     (e) requiring the borrowers to continue to pay interest at
         the default rate, which is 2% per annum higher than the
         rate that would otherwise apply under the Credit
         Agreement, and

     (f) requiring the borrowers to pay an aggregate fee of
         $300,000.

Palco, as Pacific Lumber's frequently called, says it's talking to
Bank of America about long-term amendments that would cure the
existing default and avoid further anticipated defaults under the
Credit Agreement and give Palco necessary ongoing liquidity beyond
the March 11 waiver expiration date.

As previously disclosed, Palco is also trying to obtain clearance
from the North Coast Regional Water Quality Control Board to
permit sufficient timber harvesting that will allow Palco to
sustain its current level of operations and to enable Scotia
Pacific Company LLC to fund required interest payments due in July
2005 on its approximately $750 million of Timber Notes.

In a Feb. 9, 2005, press release, Robert Manne, Palco's President
and CEO, made the Company's position clear:

     "Let there be no misunderstanding.  If our efforts with
     both the Regional Water Board staff and our bank lender
     are not successful, PALCO will not have sufficient
     liquidity from timber operations and its line of credit
     to sustain ongoing operations.  In such a circumstance,
     PALCO and its subsidiaries, including Scotia Pacific,
     expect that they will be forced to take extraordinary
     actions: reduce expenditures by laying off employees and
     shutting down various operations; seek other sources of
     liquidity, such as from asset sales; and consider
     seeking protection by filing under the United States
     Bankruptcy Code," Manne said.

Palco is an indirect wholly owned subsidiary of MAXXAM, Inc.
Scotia Pacific Company LLC and Britt Lumber Co., Inc., are Palco's
wholly owned subsidiaries.  These companies grow and harvest
redwood and Douglas-fir timber, mill the logs into lumber and
manufacture that lumber into a variety of finished products.
Housing, construction and remodeling are the principal markets for
the Company's lumber products.

Standard & Poor's Ratings Services lowered its corporate credit
rating on Scotia, California-based Pacific Lumber Co. to CCC+ in
December 2004, and, as reported in the Troubled Company Reporter
on Jan. 28, 2005, placed that rating on CreditWatch with negative
implications.

MAXXAM has residential and commercial real estate investments in
Arizona, California, Puerto Rico and Texas, including golf courses
and resort operations and other commercial real estate projects.
MAXXAM also owns and operates Sam Houston Race Park, Ltd. (a Class
1 pari-mutuel horse racing facility in the greater Houston
metropolitan area, and a pari-mutuel greyhound racing facility in
Harlingen, Texas.).  Additionally, MAXXAM owns approximately 62%
of Kaiser Aluminum Corporation, the integrated aluminum producer
that's reorganizing under chapter 11.  MAXXAM's Consolidated
Balance Sheet at Sept. 30, 2004, shows $1 billion in assets and
$1.6 billion in liabilities.


PBG AIRCRAFT: Moody's Reviews $114M Debt Ratings & May Downgrade
----------------------------------------------------------------
Moody's Investors Service is placing under review for possible
downgrade its ratings on two classes of notes issued by PBG
Aircraft Trust.

The complete rating actions are:

Issuer: PBG Aircraft Trust, Series 1999-1

   * US $96 Million Class A Fixed Rate Notes due October 15, 2012,
     rated Ba1, Under Review for Possible Downgrade;

   * US $18 Million Class B Fixed Rate Notes due October 15, 2012,
     rated Ba2, Under Review for Possible Downgrade;

The review is due to the several factors including:

   (1) significant deterioration in the credit quality of the
       underlying lessees;

   (2) the restructuring of existing leases at lower rates;

   (3) the rejection of the leases on two 737-300 by United
       Airlines last month;  and

   (4) concern with respect to the residual value of the portfolio
       given its age and concentration in older generation
       aircraft types.

Moody's review will focus on the several factors including:

    (i) the increased likelihood of default by the underlying
        lessees;  and

   (ii) the extent of recoveries, given the current difficult
        market environment for sale of repossessed aircraft,
        should any of the lessees default on their obligations.

The extent of recoveries is primarily dependent on sale prices in
the event of a lessee default, the length of remarketing periods,
and the refurbishment expenses incurred to facilitate the sale.


PORTLAND GENERAL: Fitch Raises Preferred Ratings to BBB- from B+
----------------------------------------------------------------
Fitch Ratings has raised Portland General Electric Company's
ratings:

      -- Senior secured ratings to 'A-' from 'BBB-';
      -- Senior unsecured ratings to 'BBB+' from 'BB';
      -- Preferred ratings to 'BBB-' from 'B+'.

Concurrent with this rating action, Fitch has assigned a
short-term debt rating of 'F-2' and withdrawn the preferred stock
ratings.  The Rating Outlook is Stable.

The ratings and Stable Rating Outlook reflect the utility's
relatively strong and predictable standalone cash flows,
manageable debt load, regulatory support for investment-grade
creditworthiness, and greater clarity with regard to PGE's
potential exposures to Enron Corp. -- ENE -- controlled group
issues.  Fitch also anticipates in its analysis that PGE will
maintain a relatively strong capital structure after paying a
potential catch-up dividend to Enron later this year or in early
2006.  PGE has not paid a common dividend to its corporate parent
since June 2001.  Oregon ring-fence provisions preclude PGE from
paying dividends that would result in an equity ratio as a
percentage of total capital of less than 48%.

The ratings recognize Portland General Electric's status as a
subsidiary of Enron Corp., which emerged from bankruptcy in
November 2004.  The new ratings also assume that, in the event of
a sale of PGE to a third party as permitted under ENE's Plan of
Reorganization, Oregon regulators will require the potential buyer
to be of at least low-investment-grade creditworthiness.  The
March 10, 2005 Oregon Public Utility Commission -- OPUC --
rejection of the Texas Pacific Group's -- TPG -- bid to acquire
PGE in a leveraged buyout virtually eliminates the possibility
that PGE will be acquired in a highly leveraged private
transaction.  Nonetheless, the ultimate form of ownership that
will emerge from the bankruptcy process is not likely to be
resolved in the near term.

Primary concerns include the absence of a regulatory mechanism to
recover increased commodity costs during periods of below-normal
hydro generation output and potential exposure to pending Trojan
nuclear plant investment recovery litigation.  PGE's ownership
status is expected to remain a source of uncertainty for some
time; however, resolution of this issue is more likely to be a
neutral-to-positive event for PGE fixed income investors, in
Fitch's view.  These issues will be monitored closely by Fitch.

ENE's bankruptcy plan calls for PGE's common stock to either be
distributed to creditors or sold to a third party.  Under the
distribution option, PGE's current shares of common stock will be
canceled and new PGE shares representing 100% of PGE common stock
will be issued.  The distribution is contingent upon Bankruptcy
Court determination of allowed claims equal to 30% of PGE's issued
and outstanding common stock and appropriate consents and is
expected to occur by the end of this year or during the first half
of 2006.  Thirty percent of the new PGE shares will be distributed
to creditors on a pro rata basis and the remaining 70% will be
held for future release to creditors, pending resolution of
claims.  The timing of the distribution of the new PGE common
shares held for future release is uncertain.

In the wake of the OPUC's rejection of TPG's proposed purchase of
ENE's ownership interest in PGE, Fitch anticipates a change in
control through a sale, to either private or public entities, is
unlikely to be accomplished over the next year and could take
considerably longer.  TPG, through its acquisition vehicle, Oregon
Electric Utility Co., could submit a new offer or appeal the OPUC
decision rejecting its bid or another private buyer could emerge.
However, a motion for rehearing by TPG seems unlikely and even
less likely to succeed, and the appeal process seems impractical
given the circumstances.  New proposals from other potential
buyers would require another round of public hearings and an
ultimate OPUC ruling could take a year or more from the time a
proposal is submitted.  While there is some support for municipal
or state ownership of the utility, a successful public bid would
be a lengthy and highly politicized process.


PREMIER CONCRETE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Premier Concrete Construction, Inc.
        775 Andico Road
        Plainfield, Indiana 46168

Bankruptcy Case No.: 05-04900

Type of Business: Pavement Maintenance Contractor

Chapter 11 Petition Date: March 24,2005

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Edward B. Hopper, II, Esq.
                  Stewart & Irwin PC
                  251 E Ohio St Suite 1100
                  Indianapolis, Indiana 46204
                  Tel: (317) 639-5454

Total Assets: $72,336

Total Debts:  $1,060,922

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Prairie Material Sales,       Business                  $395,038
Inc.                          Transaction
c/o J. Michael Cavoise
8555 River Road, Suite 4000
Indianapolis, IN 46240

White Cap Construction        Business                  $142,095
Supply                        Transaction
P.O. Box 6209
Indianapolis, IN 46206-6209

Allied Ready Mix              Business                   $79,473
P.O. Box 6954                 Transaction
Louisville, KY 40206-0954

Midwest Concrete Pumping,     Business                   $75,426
Inc.                          Transaction

Ambassador Steel              Business                   $45,897
                              Transaction

American Concrete Co., Inc.   Business                   $41,119
                              Transaction

Baker & Daniels               Legal Services             $17,852

O'Brien Leasing, Inc.         Business                   $16,664
                              Transaction

Menards                       Business                   $16,350
c/o Mill Creek                Transaction
Retail Services

Gerdau Ameristeel             Business                   $15,160
                              Transaction

Gate City Steel, Inc.         Business                   $14,769
                              Transaction

F.E. Gates Co.                Business                   $14,180
                              Transaction

Nations Rent, Inc.            Business                   $12,348
                              Transaction

ISC/JobSite Supply            Business                   $11,778
                              Transaction

Wells Fargo Equipment         Business                   $11,114
Finance, Inc.                 Transaction

Anthem Blue Cross & Blue      Business                   $10,753
Shield                        Transaction

Lykins reinforcing, Inc.      Business                   $10,402
                              Transaction

Country Rentals               Business                    $9,686
                              Transaction

Fischer Contractors, Inc.     Business                    $8,800
                              Transaction

Chisholm Lumber & Supply      Business                    $6,714
Co. Inc.                      Transaction


QUALITY DISTRIBUTION: Dec. 31 Balance Sheet Upside-Down by $34 Mil
------------------------------------------------------------------
Quality Distribution, Inc. (Nasdaq: QLTY), reported record total
revenue for the year ended December 31, 2004, of $622.0 million, a
10.0% increase over the prior year's revenue of $565.4 million.
Total revenue increased 11.2% from $139.4 million in the 4th
quarter of 2003 to $155.0 million in 2004, a record for the 4th
quarter.

Transportation revenue for the year 2004 ended increased 8.6% over
the prior year and increased 6.2% for the 4th quarter when
compared to the 4th quarter of 2003.  The increase has been driven
primarily by strong demand from existing customers, rate
increases, and the continued addition of affiliates.

The Company incurred a net loss attributable to common
shareholders for the 4th quarter of 2004 of ($6.6) million,
compared to a net loss of ($67.9) million in the 4th quarter of
2003.  Adjusting for events not related to the Company's on-going
trucking operations as described in the attached reconciliation of
Consolidated EBITDA, net income and earnings per share for the 4th
quarter were in line with guidance the Company had previously
issued.  For the year ended December 31, 2004, the net loss was
($10.7) million, compared to a net loss of ($71.6) million for
2003.

Consolidated EBITDA for the 4th quarter of 2004 was $15.6 million
and was in line with the Company's prior guidance.  Consolidated
EBITDA for the 4th quarter of 2003 was $15.2 million.  For the
full year, Consolidated EBITDA was $67.6 million as compared to
$66.1 million last year. Additional detail regarding Consolidated
EBITDA and a reconciliation of Consolidated EBITDA to net loss
attributable to common shareholders is included as part of this
earnings release.

Commenting on the results and outlook, President and Chief
Executive Officer, Tom Finkbiner said, "We are optimistic about
the underlying trends in our business.  Demand continues to be
strong and our new operating management team, led by COO Gary
Enzor, has recently begun to make progress in driver recruitment
and retention.  Our core trucking business continues to perform
well and we continue to aggressively pursue the addition of new
customers and affiliates."  He added, "The past year was a
difficult year for the Company, and we are disappointed that
several issues unrelated to our core operations temporarily
depressed our profitability.  With the announcement in early
January of a proposed settlement of the class action litigation
related to PPI, we are hopeful that these matters are effectively
behind us and that our earnings will return to a more normalized
level in 2005.

On Jan. 28, 2005, Quality Distribution, LLC, announced the
consummation of its offering, together with its wholly owned
subsidiary QD Capital Corporation, of $85 million aggregate
principal amount of Senior Floating Rate Notes Due 2012 through a
private offering.

Headquartered in Tampa, Florida, Quality Distribution, Inc.,
through its subsidiary, Quality Carriers, Inc., and TransPlastics,
a division of Quality Carriers, and through its affiliates and
owner-operators, manages approximately 3,500 tractors and 7,400
trailers. The Company provides bulk transportation and related
services, including tank cleaning and freight brokerage. Quality
Distribution is an American Chemistry Council Responsible Carer
Partner and is a core carrier for many of the Fortune 500
companies that are engaged in chemical production and processing.

At Dec. 31, 2004, Quality Distribution's balance sheet showed a
$34,100,000 stockholders' deficit, compared to a $20,671,000
deficit at Dec. 31, 2003.


QUORUM RADIO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Quorum Radio Partners of Virginia, Inc.
        aka WKEY, Inc.
        aka WKEY (AM)
        aka WIQO-FM
        aka WKCJ-FM
        aka WSLW (AM)
        P.O. Box 710
        Covington, VA 24426

Bankruptcy Case No.: 05-50466

Type of Business: The Debtor owns and operates radio stations in
                  Virginia and West Virginia.

Chapter 11 Petition Date: March 22, 2005

Court: Western District of Virginia (Harrisonburg)

Judge: Chief Judge Ross W. Krumm

Debtor's Counsel: Eugene M. Lawson, Jr., Esq.
                  Fletcher, Heald & Hildreth, PLC
                  1300 N 17th St.
                  11th Floor
                  Arlington, VA 22209
                  Tel: (703) 812-0400

Total Assets: $2,339,413

Estimated Debts: $1,950,817

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Seneca Broadcasting, Inc.     Asset purchase of         $500,000
P.O. Box 610                  West Virginia stations
White Sulpher Springs, WV

First National Bank           UCC liens, deed of        $450,862
One Center Street             trust on real estate
Ronceverte, WV 24970          Value of security:
                              $300,000

Branch Banking & Trust        Acquisition loan,         $249,337
116 W. Riverside Street       May 2003
Covington, VA 24426

Fletcher, Heald &             Legal fees,               $119,370
Hildreth, PLC                 judgment entered
1300 N 17th Street, 11th Flr  January 7, 2005
Washington, DC 20009

Fleet Capital Leasing         UCC, equipment lease       $59,275
P.O. Box 7023                 Value of security:
Troy, MI 480077023            $1,000

Centennial Bank               UCC, equipment             $51,511
4605 S. Harrison Boulevard    lease
Ogden, UT 84403               Value of security:
                              $1,000

Key Equipment Finance         UCC, equipment lease       $39,350
60 South Pearl Street         Value of security:
P.O. Box 1339                 $1,000
Albany, NY 122011339

Wells Fargo Financial         UCC, equipment lease       $37,261
Leasing, Inc.                 Value of security:
633 W. Centerville Road,      $1,000
Suite 316
Garland, TX 75041

Impact Broadcasting           Alleged breach of          $35,326
4 Professional Drive,         contract by former
Suite 145                     principal of Debtor
Gaithersburg, MD 20879

Key Equipment Finance         UCC, equipment lease       $33,081
60 South Pearl Street         Value of security:
P.O. Box 1339                 $1,000
Albany, NY 122011339

GE Capital Corp.              UCC, equipment lease       $29,652
201 West Big Beaver Road      Value of security:
Troy, MI 48084                $1,000

HewlettPackard                UCC, equipment lease       $28,500
Financial Services            Value of securiy:
633 W. Centerville Road,      $1,000
Suite 316
Garland, TX 75041

HewlettPackard                Value of security:         $27,400
Financial Services            $1,000
633 W. Centerville Road,
Suite 316
Garland, TX 75041

ASCAP                         Royalties                   $6,757
One Lincoln Plaza
New York, NY 10133

BMI                           Royalties WIQO;             $4,549
P.O. Box 406833               WKEY
Atlanta, GA 30384

Planters Bank                                             $2,628
450 West Main Street
Covington, VA 24426

Anthem                        Health Insurance            $1,848
Post Office Box 27401
Richmond, VA 23279

ABC                           Royalties                   $1,625
P.O. Box 844513
Dallas, TX 75284

Alleghany Power               WV electric                 $1,310
800 Cabin Hill Drive          Get 2nd account
Greensburg, PA 15606          number

SESAC                         Royalties                   $1,226
55 Music Square Street        WIQO, WKCJ, WSLW, WKEY
Nashville, TN 37203           Account No. 0147010900,
                              014500153


SEARS HOLDINGS: Releases Prelim. Results on Cash & Stock Elections
------------------------------------------------------------------
Sears Holdings Corporation (Nasdaq: SHLD), the major new retail
company resulting from the merger of Kmart Holding Corporation and
Sears, Roebuck and Co., has been informed by EquiServe Trust
Company, N.A., the exchange agent in connection with the merger,
that preliminary results of the cash and stock elections by Sears,
Roebuck and Co. shareholders are as follows:

   -- Cash Elections

      Elections to receive $50 in cash for each share of Sears,
      Roebuck common stock were made with respect to approximately
      8.3 million shares of Sears, Roebuck common stock, of which
      approximately 1 million shares remain subject to outstanding
      guarantees of delivery;

   -- Stock Elections

      Elections to receive 0.5 of a share of Sears Holdings common
      stock for each share of Sears common stock were made with
      respect to approximately 219.5 million shares of Sears,
      Roebuck common stock, of which approximately 36 million
      shares remain subject to outstanding guarantees of delivery;

   -- Non-Elections

      No election was made with respect to approximately 9.5
      million shares of Sears, Roebuck stock.

These elections are subject to proration calculations so that, in
the aggregate, 55 percent of the Sears, Roebuck shares outstanding
as of the closing on March 24, 2005 will be converted into the
right to receive 0.5 of a share of Sears Holdings common stock per
share and 45 percent will be converted into the right to receive
$50 in cash per share.  Based on these preliminary results of the
elections and subject to confirmation of the validity of elections
made, the number of failed guaranteed deliveries, whether the
failed deliveries relate to stock or cash elections and final
proration calculations, the merger consideration currently
estimated to be paid to Sears shareholders is as follows:

   -- Cash Elections

      Sears, Roebuck shareholders who validly elected cash would
      be expected to receive $50 for each Sears, Roebuck share
      with respect to which that election was made;

   -- Stock Elections

      Sears, Roebuck shareholders who validly elected to receive
      Sears Holdings stock would be expected to receive 0.5 of a
      share of Sears Holdings common stock for approximately 59
      percent of their shares and $50 in cash for approximately 41
      percent of their shares with respect to which that election
      was made; and

   -- Non-Elections

      Sears, Roebuck shareholders who did not make a valid
      election would be expected to receive $50 in cash for each
      of their Sears, Roebuck shares.

The final results of the cash and stock elections, including the
consideration to be received by Sears, Roebuck shareholders who
validly elected cash and those who validly elected stock are
expected to be announced on or about Wednesday, March 30, 2005.

Pursuant to the Agreement and Plan of Merger dated as of Nov. 16,
2004, by and among Sears Holdings, Kmart, Sears, Roebuck, Kmart
Acquisition Corp. and Sears Acquisition Corp., fractional shares
of Sears Holdings will not be issued. In lieu thereof,
shareholders will receive cash based on the closing Kmart stock
price of $124.83 on March 23, 2005.

Kmart shareholders received one share of Sears Holdings common
stock for each Kmart share.

                 About Sears Holdings Corporation

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

                          *     *     *

Standard & Poor's assigned its 'BB+' corporate credit rating to
Sears Holdings, this week.  S&P said the outlook is negative.


SEARS ROEBUCK: Kmart Merger Cues Fitch to Rate Sr. Debt at BB
-------------------------------------------------------------
Fitch Ratings disclosed rating actions upon completion of the
merger of Kmart Holding Corporation and Sears, Roebuck and Co.
under a new holding company named Sears Holdings Corporation:

   New ratings:

       Sears Holdings

         -- Senior unsecured debt 'BB';

         -- $4 billion, 5-year senior secured revolving credit
            facility 'BBB-'.

The Rating Outlook is Negative.

   Downgrades:

       Sears, Roebuck and Co.

         -- Senior unsecured to 'BB' from 'BBB-'.

       Sears Roebuck Acceptance Corp.

         -- Senior unsecured to 'BB' from 'BBB-';
         -- Commercial paper to 'B' from F3.

The ratings of Sears, Roebuck and Co. and SRAC are removed from
Rating Watch Negative, where they were placed on Nov. 17, 2005,
following Sears' announcement that it would be merging with Kmart.
SRAC had $2.7 billion of domestic term debt and $685 million of
commercial paper outstanding as of Jan. 1, 2005.  Kmart had
$95 million of debt outstanding as of Jan. 26, 2005.


SEARS ROEBUCK: Kmart Merger Prompts S&P to Lower Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Sears,
Roebuck and Co. and Sears Roebuck Acceptance Corp.  The long-term
corporate credit rating was lowered to 'BB+' from 'BBB'.  The
short-term rating on Sears Roebuck Acceptance Corp. was lowered to
'B' from 'A-2'. All ratings were removed from CreditWatch, where
they were listed with negative implications on Oct. 21, 2004.
These actions follow the completion of Sears' merger with Kmart
Holding Corp. in a $12 billion transaction, and the creation of a
new parent company, Sears Holdings Corp.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings.  The outlook is negative.  The
'BBB-' bank loan rating and '1' recovery rating on the company's
$4.0 billion senior secured revolving credit facility (co-borrowed
by Sears Roebuck Acceptance Corp. and Kmart Corp.) were affirmed.
The '1' recovery rating indicates a high expectation for full
recovery of principal in the event of a payment default.

"The downgrade reflects an increase in business risk for the
combined company, as both Sears and Kmart will continue to be
challenged to improve store productivity and profitability," said
Standard & Poor's credit analyst Gerald Hirschberg.  Each business
has struggled with intense competition over a number of years from
companies like J.C. Penney Co. Inc., Kohl's Corp., Wal-Mart Stores
Inc., and Target Corp.  Moreover, we believe that the combined
company will face difficulties in integrating different corporate
cultures while trying to make Sears and Kmart stores more relevant
to consumers in terms of convenience, merchandising, and value.

Although we believe that revenue growth will be a major challenge,
the merger represents a unique opportunity for Sears to accelerate
its off-the-mall strategy by converting hundreds of existing Kmart
stores into Sears stores over the next few years.  However,
because the off-mall strategy (which includes Sears Grand stores)
is still in its infancy, it is likely that a number of years will
pass before any reasonable assessment can be made as to its
ultimate viability, despite initial success from the first few
concept stores.


SIRIUS SATELLITES: S&P Junks Proposed $250 Mil. Sr. Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Sirius Satellite Radio Inc.'s proposed $250 million senior
unsecured notes maturing in 2015.

At the same time, Standard & Poor's raised its senior unsecured
debt ratings to 'CCC' from 'CCC-' and affirmed the its 'CCC'
corporate credit rating on the company.  The outlook remains
stable.  Proceeds will be used to repay $57.3 million in debt,
including all of Sirius' secured debt, and boost liquidity.  On a
Dec. 31, 2004, pro forma basis, the New York, N.Y.-based satellite
radio broadcaster had $849 million in debt.

"The upgrade of the senior unsecured debt is based on repayment of
all of the company's higher priority debt, which will improve the
standing of the senior unsecured debt.  Sirius will retain
significant flexibility to raise new secured debt, and the senior
unsecured debt ratings could be lowered one to two notches below
the corporate credit rating if Sirius subsequently issues a large
amount of secured debt," said Standard & Poor's credit analyst
Steve Wilkinson.

The very low speculative-grade rating on Sirius reflects the
company's substantial debt load, large projected EBITDA and cash
flow deficits for this startup business for at least the next
couple of years, and increased rivalry for exclusive programming
and subscribers that may continue to raise both operating costs
and the number of subscribers needed to reach break-even cash
flow.  These risk factors are not meaningfully offset by the near-
term benefit of Sirius' sizable liquid assets and operational
progress.


SLATER STEEL: Clear Thinking's Joseph Myers is Liquidation Trustee
------------------------------------------------------------------
Joseph E. Myers, a partner and managing director at Clear Thinking
Group, LLC, has been appointed Liquidation Trustee for Slater
Steel, Inc.  The appointment became effective with the
confirmation of the company's Chapter 11 Plan of Reorganization by
the U.S. Bankruptcy Court for the District of Delaware.

Under terms of the appointment agreement, the Trustee will assist
the debtor in meeting obligations set forth in its Plan of
Reorganization and Disclosure.  Mr. Myers will also administer the
disbursement of funds contained in a liquidated assets trust from
which Slater Steel will pay its administrative and general
unsecured claims.

Mississauga, Ontario-based Slater and certain of its U.S. and
Canadian subsidiaries filed for Chapter 11 bankruptcy protection
under Section 304 of the U.S. Bankruptcy Code in June 2003.  At
the same time, Slater's U.S. subsidiaries filed for creditor
protection in Canada under that nation's Companies' Creditors
Arrangement Act.  Slater operations involved in the filing
included Atlas Stainless Steels, Atlas Specialty Steels, Fort
Wayne Specialty Alloys, Hamilton Specialty Bar, Sorel Forge, and
Slater Lemont.

At the time of the filings, Slater officials noted that the moves
to seek protection from creditors followed concerted efforts by
management to restructure the business and focus on specialty
steel production.  Factors cited as having contributed to the
filing included the general economic downturn, the rising cost of
natural gas and electricity in Ontario, and the higher price of
scrap steel, nickel and other components necessary in steel
manufacture.

                   About Clear Thinking Group

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

                       About Slater Steel

Headquartered in Wayne, Indiana, Slater Steel U.S., Inc., a mill
producer of specialty steel products, filed for chapter 11
protection on June 2, 2003 (Bankr. Del. Case No. 03-11639). Daniel
J. DeFranceschi, Esq., and Paul Noble Heath, Esq., at Richards
Layton & Finger, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets of $50 million and estimated
debts of $100 million.


SOLECTRON CORP: Posts $5 Million Net Loss in Second Quarter
-----------------------------------------------------------
Solectron Corporation (NYSE:SLR) reported sales of $2.76 billion
in the second quarter of fiscal 2005.  Sales in the second quarter
of fiscal 2004 were $2.89 billion, and sales in the first quarter
of fiscal 2005 were $2.69 billion.

The company reported a GAAP loss from continuing operations in the
second quarter of $5 million compared with a GAAP loss from
continuing operations of $90 million in the second quarter of last
year.

The company had non-GAAP net income from continuing operations of
$40 million, or 4 cents per share, excluding $45 million of
charges.  The company reported an impairment charge of $40 million
related to the pending sale of one of its Japanese facilities.
In addition, the company recorded a restructuring charge of
$3 million and a charge of $2 million related to its convertible
note exchange offer.

The company reported sequentially improved revenues due to
stronger demand in the networking, computing and storage and
industrial markets.  Revenues from communications, consumer and
automotive were weaker in the second quarter.

"Solectron demonstrated stability in profitability while improving
working capital management, generating strong cash flow from
operations of approximately $280 million," said Mike Cannon,
president and chief executive officer.  "While we are pleased with
sequential growth in second quarter revenue, we are not seeing the
anticipated growth from several customers primarily in the
consumer and computing markets.  We now expect that second half
revenues and earnings will not be higher than first half results."

                      Quarterly Highlights

The company made further improvements in working capital during
the quarter with a reduction in accounts receivable of $41 million
and a reduction in inventory of $162 million.  Inventory turns
were 7.9 and the company's cash conversion cycle was 45 days, an
improvement of six days from the prior period.  Capital
expenditures were $34 million, and depreciation and amortization
was $51 million.

                  Third-Quarter 2005 Guidance

Fiscal third-quarter guidance is for sales of $2.6 billion to
$2.8 billion, and for non-GAAP EPS from continuing operations to
range from 4 cents to 6 cents, on a fully diluted basis.

                      Section 404 Testing,
              Impact of Prior Period Adjustments

As part of the company's self-assessment and self-testing of its
internal control over financial reporting under Section 404 of the
Sarbanes-Oxley Act of 2002, management has identified errors
related to account reconciliations and tax account roll-forwards
for fiscal years 2002, 2003 and 2004.  Although the company
believes such errors were immaterial to its financial statements
for each of such prior periods and no evidence of fraud was noted,
under relevant Securities and Exchange Commission accounting
interpretations a restatement of the financial statements for such
prior periods to correct immaterial misstatements therein is
required if the aggregate correcting adjustment related to such
errors would be material to the financial statements of the
current fiscal period.  Accordingly, the company will restate its
historical financial information for those periods.

The company is working to finalize the financial statement impact
of these errors, but currently estimates that operating and other
expenses will increase by a net of approximately $20 million over
the three-year period.  Additionally, the company currently
estimates that tax expense will decrease by approximately $20
million over the same time period.

In addition, for the fiscal quarter ending Nov. 30, 2004, the
company will have similar adjustments resulting in the potential
reduction of expenses in the amount of approximately $5 million,
which will be included in the restatement.  The majority of this
amount is caused by the restatement of prior quarters and is not
in addition to the total impact described.

Under Public Company Accounting Oversight Board Auditing Standard
No. 2, the restatement of the company's financial statements is at
least a significant deficiency and is a strong indicator that a
material weakness in internal controls over financial reporting
exists.  The company's management is reviewing its disclosure
controls and internal controls over financial reporting to
remediate this situation.

Due to the time and effort involved in completing the required
analysis, the company anticipates a delayed filing of its Form 10-
Q for the fiscal quarter ended Feb. 28, 2005.

Solectron Corporation -- http://www.solectron.com/-- provides a
full range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and introduction
services, materials management, product manufacturing, and product
warranty and end-of-life support.  The company is based in
Milpitas, California, and had sales from continuing operations of
$11.64 billion in fiscal 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
Fitch Ratings affirmed Solectron Corporation's debt ratings:

   -- 'BB-' senior unsecured debt;
   -- 'BB+' senior secured bank credit facility;
   -- 'B' subordinated debt.

Fitch says the Rating Outlook is Stable.  Approximately
$1.2 billion of debt is affected by Fitch's action.


SOLUTIA INC: Reports on Status of Flexsys Litigation
----------------------------------------------------
Antitrust authorities in the United States, Europe and Canada are
investigating past commercial practices in the rubber chemicals
industry.  In a recent filing with the Securities and Exchange
Commission, Solutia, Inc., relates that Flexsys America, LP, its
50/50 joint venture with Akzo Nobel N.V., is a subject of that
investigation and has been fully cooperating with the
authorities.  In addition, a number of purported class actions
have been filed against Flexsys and other producers of rubber
chemicals.

                      Actions Against Flexsys

Solutia is aware of 22 purported class actions filed in various
state courts seeking damages against Flexsys and other producers
of rubber chemicals.  Twelve of these cases remain pending at the
trial level in procedural stages or are pending on appeal
following dismissal on procedural grounds as to Flexsys.  In
another case, defendants have appealed following the denial of
their motion to dismiss for lack of standing.

On March 1, 2005, Solutia became aware of a new state court
action filed in Tennessee on behalf of consumers who allegedly
purchased any product containing rubber chemicals in Tennessee or
a number of other states.  The case was filed against Flexsys and
other rubber chemical producers and also names Solutia.  The case
will be automatically stayed against Solutia.

                       Federal Court Actions

Eight purported class actions filed in the U.S. District Court
for the Northern District of California on behalf of all
individuals and entities that had purchased rubber chemicals in
the United States during the period January 1, 1995, until
October 10, 2002, against Solutia, Flexsys and a number of other
companies producing rubber chemicals have been consolidated into
a single action called In Re Rubber Chemicals Antitrust
Litigation.  The consolidated action alleges price-fixing and
seeks treble damages and injunctive relief under U.S. antitrust
laws on behalf of all the plaintiffs.

A settlement agreement was filed with the District Court on
February 18, 2005.  If approved, the agreement would release
Flexsys, Solutia, Akzo and their predecessors-in-interest from
any further liability to the members of the class with respect to
the allegations in the action.

Six purported shareholder class actions were filed in the U.S.
District Court for the Northern District of California against
Solutia, its then and former chief executive officers and its
then chief financial officer.  The complaints were consolidated
into a single action called In Re Solutia Securities Litigation,
and a consolidated complaint, which named two additional
defendants, Solutia's then current and past controllers, was
filed.  The consolidated complaint alleges that from December 16,
1998, to October 10, 2002, Solutia's accounting practices
regarding incorporation of Flexsys' results into Solutia's
financial reports violated federal securities laws by misleading
investors as to Solutia's actual results and causing inflated
prices to be paid by purchasers of Solutia's publicly traded
securities during the period.  The consolidated action has been
automatically stayed with respect to Solutia by virtue of Section
362(a) of the U.S. Bankruptcy Code.  The consolidated complaint
was dismissed as against the individual defendants for failure to
state a claim, but plaintiffs were granted the right to file an
amended complaint, which they did.  The second amended complaint
against the individual defendants was dismissed with prejudice on
January 4, 2005.  Plaintiffs have the right to appeal.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: Court Allows Creditors' Committee to Sue KPMG
----------------------------------------------------------
The Official Committee of Unsecured Creditors sought and obtained
Bankruptcy Court authority to bring an action in the United States
District Court for the Northern District of Illinois against KPMG,
LLP, as Spiegel Inc.'s former auditor, for professional
malpractice in connection with the firm's services to the Debtors.

The proposed legal action is based on the report conducted by
Stephen J. Crimmins, the independent examiner appointed by the
Illinois court, who was directed to review Spiegel's financial
records from January 1, 2000, and provide the District Court and
the parties with a written report discussing Spiegel's financial
condition and identifying any material accounting irregularities.

Mr. Crimmins found that KPMG had violated federal law and
professional standards by its inaction when Spiegel did not file
its 2001 annual report and 2002 quarterly reports with the
Securities and Exchange Commission.  Mr. Crimmins stated that
KPMG was required to report "up the ladder" to Spiegel's Board
and the SEC under the circumstances of the Debtors' case, but
KPMG failed to do so.

"Had KPMG acted as required by law and industry standards,
Spiegel's financial disclosures would have alerted investors and
Spiegel's creditors to the full extent of Spiegel's financial
crisis," Melinda Sarafa, Esq., at Zuckerman Spaeder, LLP, in
New York, tells Judge Blackshear.  "Spiegel would have been
compelled to file for bankruptcy earlier than it did, which in
turn would have saved the company and its creditors enormous
sums."

In addition, Mr. Crimmins found that KPMG had committed many
other significant auditing failures that for years covered up the
full extent of Spiegel's financial crisis.  Specifically, KPMG
failed to detect:

   (a) a $113 million overvaluation of Spiegel's retained
       interest assets in the year-end 2000 financial statement;

   (b) significant errors in the discount, charge-off and finance
       yield assumptions used by Spiegel to determine the fair
       value of its retained interest assets at year-end 2000;

   (c) the potential adverse impact on Spiegel's operations and
       liquidity from actual and projected "trust trigger"
       violations throughout 2000 and 2001;

   (d) material weaknesses with respect to Spiegel's internal
       controls; and

   (e) errors in Spiegel's recognition of revenue.

Ms. Sarafa argues that the cumulative effect of KPMG's failures
was to delay bankruptcy or other appropriate remedial measures,
by approximately two years, causing in excess of $100 million in
damages to the estate.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPX CORP: Completes Edward Systems Tech. Sale to GE for $1.4B Cash
------------------------------------------------------------------
SPX Corporation (NYSE: SPW) completed the sale of its fire
detection and building life-safety systems business Edwards
Systems Technology to General Electric (NYSE: GE) for
$1.395 billion in cash.  SPX intends to use the net proceeds from
the transaction to pay down debt and repurchase equity.

As previously announced, completing the sale of EST is a condition
to closing the company's outstanding cash tender offer for its
senior notes.  The tender offer will close promptly after the
completion of the EST sale.  In addition, closing of the cash
tender offer for the company's senior notes will eliminate
substantially all of the restrictive covenants and certain of the
default provisions contained in the indenture governing the senior
notes, including the covenant that limits restricted payments.

Chris Kearney, President and Chief Executive Officer, said,
"Completing the sale of EST is the second of three key
transactions in our previously announced divestiture program.  The
proceeds from these transactions will strengthen our balance
sheet, provide the base for our recapitalization plan and create
an even more stable financial environment to continue improving
our existing operations."

SPX Corporation is a leading global provider of thermal equipment
and services, flow technology, test and measurement solutions and
industrial products and services.  For more information visit the
company's web site at http://www.spx.com/

                          *     *     *

As reported in the Troubled Company Reporter on March 24, 2005,
Fitch affirmed the ratings for SPX Corporation's senior unsecured
debt and senior secured bank debt at 'BB' and 'BB+', respectively.
Fitch said the rating outlook has been revised to stable from
evolving.  At Dec. 31, 2004, SPX had approximately $2.5 billion of
debt outstanding.

The Rating Outlook revision to Stable recognizes the anticipated
reduction in debt and leverage after SPX completes its
divestitures of Edwards Systems Technology and Kendro.


STELCO INC: Abandons Sale Plans & May File CCAA Plan by May 30
--------------------------------------------------------------
Stelco Inc. (TSX: STE) seeks the Court's approval to discontinue
the capital raising process as it relates to its core business,
and replace it with a financing plan.  In an affidavit of Hap
Stephen, Stelco's Chief Restructuring Officer, he notes that
Stelco should be able to return to Court by no later than
May 30, 2005, to file a CCAA plan and seek directions with respect
to the calling of meetings to obtain approval of the CCAA plan by
stakeholders.

Stelco is seeking to complete its restructuring as quickly as
possible and will file a CCAA plan sooner to the extent practical.
This motion will also be heard by the Court on March 30, 2005.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.


STELCO INC: Stelcam Selling Camrose Interest to Canadian National
-----------------------------------------------------------------
Stelco Inc. (TSX: STE) asks the Court to approve the sale by
Stelcam Holdings Inc., Stelco's wholly owned subsidiary, of its
partnership interest in Camrose Pipe Company to Canadian National
Steel Corporation.  CNSC, an indirect subsidiary of Oregon Steel
Mills Inc., is the other partner in the Camrose Partnership.

The Camrose Partnership is a producer of steel pipe using two pipe
mills in Camrose, Alberta.  The operations of the Camrose
Partnership are managed by CNSC.

Ernst & Young Inc., the Stelco's Court-appointed Monitor, has
filed its twenty-second Report of the Monitor with the Court
recommending that the Court approve the sale. The motion will be
heard by the Court on March 30, 2005.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.


STELCO INC: Look for Annual Report on April 14, 2005
----------------------------------------------------
Stelco Inc. (TSX:STE) will miss the deadline for filing its
financial statements, related management's discussion and
analysis, and annual information form for the year ended
December 31, 2004.

Under the securities laws of the provinces in which Stelco
is a reporting issuer, these materials are to be filed by
March 31, 2005.  The Company has advised the Ontario Securities
Commission that it will miss the filing deadline.  Based on its
current expectations, Stelco anticipates that the Annual Filings
will be filed on or prior to April 14, 2005.

The Company has determined that the completion of its financial
statements and related information will take a longer period of
time than expected.  The Company's delay is attributable to the
circumstances of Stelco's Court-supervised restructuring process
under the Companies' Creditors Arrangement Act.  Currently, Stelco
remains under CCAA protection.  As part of the restructuring plan
for Stelco, a formal CCAA plan of arrangement will be prepared and
submitted to certain stakeholders, who will vote on the Plan, and
to the Court for approval.  As part of the Court approved capital
raising process, Stelco is also currently reviewing bids for
several of its subsidiaries, which may impact the carrying value
and disclosure of these subsidiaries in the 2004 financial
statements.  These circumstances will prevent Stelco from
completing its financial statements by March 31, 2005.

As a result of the filing delay, the OSC could issue a Management
and Insider Cease Trade Order.  The order may prohibit trading by
certain directors and certain senior managers of the Company in
Stelco's securities for 15 days from the date of that Order.  The
temporary order may be replaced by a permanent order if Stelco
does not file the Annual Filings within such time frame.

The Company indicated that it plans to file with the OSC
throughout the default period any information it provides to its
creditors generally (unless the information is provided pursuant
to confidentiality agreements which restrict trading) at the time
such information is provided to them, and in the same manner as it
would file a material change report under Canadian securities
laws.  As well, Stelco will issue a Default Status Report on a
bi-weekly basis during the default period.  These reports will
disclose any material change in the information contained in this
news release and the related material change report.  The reports
will also disclose, among other things, any failure by Stelco to
fulfill its stated intentions during the default period and any
other material information concerning the Company's affairs that
has not been generally disclosed.

The 18th Report of the Court-appointed Monitor filed on
February 4, 2005, had indicated that Stelco would not be in a
position to issue audited financial statements in the then near
future because of uncertainties surrounding the restructuring
process.  That Report noted that the Company had indicated that it
might be in a position to pre-announce certain preliminary
unaudited operating results for the fourth quarter, as well as
provide an indication of the financial forecast for 2005, within
weeks thereafter.  On March 8, 2005, the Company issued
preliminary unaudited operating results for the fourth quarter and
full year of 2004 as well as commentary on estimated 2005 results.

Stelco Inc. -- -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses.


STRATOS GLOBAL: Plan Gives Shareholders Time to Review Take-Overs
-----------------------------------------------------------------
Stratos Global Corporation (TSX: SGB) adopted a Shareholder Rights
Plan designed to allow its shareholders sufficient time to
properly assess any unsolicited take-over bid.  The Plan gives the
Stratos Board of Directors time to consider possible alternative
courses of action to allow its shareholders to receive full value
and equal treatment for their shares in the event of an
unsolicited take-over bid.  The terms of the Plan are consistent
with many plans recently adopted by other Canadian companies, as
well as with the guidelines for such plans established by certain
shareholder rights groups.

The Plan has received conditional approval from the Toronto Stock
Exchange and came into effect on March 24, 2005.  The Plan will be
presented for approval at the annual shareholders meeting to be
held on May 12, 2005.  If the Plan is approved by shareholders, it
will have an initial term of three years.

The Stratos Board of Directors is not aware of, nor is the Board
seeking ratification of the Plan in anticipation of, any pending
or threatened take-over bid or offer for the common shares of
Stratos.

To implement the Plan, the Board of Directors has authorized the
issuance of one right for each outstanding Stratos common share to
holders of record at 4 p.m. EST on March 24 and for any future
issuance of common shares.  Initially, each Right will trade with
its corresponding Stratos common share and be represented by the
certificate representing that Stratos share.

Upon the occurrence of certain triggering events, including the
acquisition by a person or group of persons of 20% or more of
Stratos' outstanding common shares in a transaction not approved
by the Board of Directors, the Rights will separate from the
common shares and will entitle holders (other than the acquiring
person or group of persons) to acquire common shares of Stratos at
a substantial discount to the prevailing market price at the time.

The Rights will not be triggered by purchases of shares made
pursuant to a "Permitted Bid" under the Plan, being a bid made to
all Stratos shareholders on identical terms and which remains open
for acceptance for not less than 60 days.  Under the Permitted Bid
mechanism, Stratos shareholders will have more time to consider
the bid and any other options that may be available before
deciding whether or not to tender their shares.  The Stratos Board
of Directors will also have time to consider and pursue
alternatives and make recommendations in the best interests of
shareholders.

Stratos Global Corporation -- http://www.stratosglobal.com/-- is
a publicly traded company (TSX: SGB) and the leading global
provider of a wide range of advanced mobile and fixed-site remote
communications solutions for users operating beyond the reach of
traditional networks.  With its owned-and-operated infrastructure
and extensive portfolio of industry-leading satellite and
microwave technologies (including Inmarsat, Iridium, Globalstar,
MSAT, VSAT, and others), Stratos serves the voice and high-speed
data connectivity requirements of a diverse array of markets,
including government, military, energy, industrial, maritime,
aeronautical, enterprise, media and recreational users throughout
the world.

                         *     *     *

AS reported in the Troubled Company Reporter on Oct. 27, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Stratos Global Corp., a global provider
of remote telecommunications services.  At the same time, Standard
& Poor's assigned its 'BB-' bank loan rating and a '3' recovery
rating to the company's proposed US$150 million senior secured
credit facility with final maturity in 2010, which is secured by
substantially all of the company's assets.

The '3' recovery rating indicates expectations for a meaningful
(50%-80%) recovery of principal in the event of a default or
bankruptcy.  Use of proceeds will be to refinance existing debt of
about US$125 million, while the remainder will be available for
general corporate purposes.  The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Moody's Investors Service assigned initial ratings to Stratos
Global Corporation of:

   * (P) Ba2 Senior Implied,
   * (P) Ba2 Senior Secured,
   * (P) Ba3 Issuer, and
   * SGL-1.

All long-term ratings are stable.


SYNBIOTICS CORPORATION: Auditor Raises Going Concern Doubts
-----------------------------------------------------------
Synbiotics Corporation (Pink Sheets:SBIO) reported its results for
the year ended December 31, 2004.  Net loss for the year was
$647,000, compared to net income of $1,287,000 for 2003.

Synbiotics' revenues were $19,219,000 for 2004 as compared to
$19,211,000 for 2003.  The 2004 results include significant legal
expenses related to patent litigation, which was settled in 2004,
as well as disappointing performance from Synbiotics' subsidiary,
Synbiotics Europe SAS.

                       Going Concern Doubt

After reviewing Synbiotics Corporation's 2004 financial
statements, LEVITZ, ZACKS & CICERIC, says it has substantial doubt
about the company's ability to continue as a going concern. The
auditing firm points to the Company's $46,113,000 accumulated
deficit, the fact that $1,000,000 of contractual obligations are
coming due in July and another $1,500,000 contractual obligation,
to the same party, comes due in July 2006.  Synbiotics has told
the auditing firm that it doesn't believe its cash position will
be sufficient to fund its operations and service its debt for the
next twelve months if it also pays the $1,000,000 due in July
2005.

                        About the Company

Synbiotics Corporation -- http://www.synbiotics.com/-- develops,
manufactures and markets veterinary diagnostics, instrumentation
and related products for the companion animal, large animal and
poultry markets worldwide.  Headquartered in San Diego,
California, Synbiotics manufactures and distributes its products
through its operations in San Diego, California, and Lyon, France.

The Troubled Company Reporter initiated coverage of Synbiotics' on
April 13, 2001, and the company has averted a liquidity crisis
each year.  At Dec. 31, 2004, Synbiotics' balance sheet shows
$15.5 million in assets and $4.3 million in shareholder equity.
The company reported an $868,000 net loss in 2004, compared to a
$1 million profit in 2003.


TORCH OFFSHORE: UST Supports Appointment of Chapter 11 Trustee
--------------------------------------------------------------
As previously reported, the Official Committee of Unsecured
Creditors of Torch Offshore, Inc., and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Eastern District of Louisiana to
appoint a chapter 11 trustee in the Debtors' bankruptcy
proceedings.  The Committee gave 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.

R. Michael Bolen, the United States Trustee for Region 5, asks the
Bankruptcy Court to consider several important points before
deciding whether or not a Chapter 11 Trustee is necessary in the
Debtors' cases.

The U.S. Trustee points to the Professionals' fees in the Debtors'
cases:

         * King & Spalding, L.L.P., as national counsel was paid a
           $150,000 retainer and bills as high as $625 per hour;

         * Heller Draper, Hayden and Horn as local counsel also
           received a $150,000 retainer and bills up to $325 per
           hours;

         * Bridge and Associates, L.L.C., as the Debtors'
           restructuring advisor has requested a $400,000 success
           fee and bills as high as $450 per hour; it also
           received a $150,000 retainer; and

         * Raymond James and Associates, Inc., as the Debtors'
           external investment banking advisors, is compensated at
           $100,000 per month.

The U.S. Trustee suggests that the Court should think of the lines
in the children's song Humpty Dumpty . . . "all the king's horses
and all the king's men couldn't put Humpty together again."  Those
lines, the UST says, can be compared to the Debtors' cases.
Despite all the professionals employed, the Debtors' books and
records are in complete disarray resulting in useless information
provided to creditors.

                      The Committee is Right

Mr. Bolen agrees with most of the analysis provided by the
Committee.  The proposed settlement with GE Capital Corporation,
Mr. Bolen explains to the Court, will result to significant losses
to the estates and the unsecured creditors if the terms of the
settlement are approved.  He urges the Court to make material
modifications to the settlement agreement before approving it.

The U.S. Trustee also informs the Court that Torch Offshore
received a bona fide written DIP proposal of $30 million to fund
the Debtors' reorganization rather than the estates' liquidation.

Mr. Bolen believes that a chapter 11 trustee is necessary to
protect the interests of creditors.

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: Wants Until July 5 to Make Lease-Related Decisions
------------------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana for an
extension until July 5, 2005, of their time to decide whether to
assume, assume and assign, or reject unexpired leases of
nonresidential real property pursuant to Section 365(d) of the
Bankruptcy Code.

The Debtors are currently in the process of exploring all options
available to best reorganize their businesses.  At this stage, the
Debtors don't want to prematurely assume leases, which might prove
cumbersome to the estates, or reject leases which could be
valuable to their reorganization.

The Debtors submit that the extension won't prejudice any parties-
in-interest.

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.


TRAINER WORTHAM: Moody's Lowers $7.6 Million Notes Rating to B3
---------------------------------------------------------------
Moody's Investors Service has taken action on four classes of
notes issued by Trainer Wortham First Republic CBO II, Ltd.  The
affected notes are:

   (1) the U.S. $23,000,000 Class A-2L Floating Rate Notes Due
       April 2037, which are currently rated Aa2, were placed on
       watch for possible downgrade;

   (2) the U.S. $10,000,000 Class A-3L Floating Rate Notes Due
       April 2037, which are currently rated A2, were placed on
       watch for possible downgrade;

   (3) the U.S. $7,600,000 Class B-1L Floating Rate Notes Due
       April 2037, which are currently rated Baa3, were downgraded
       to B3 and left on watch for possible downgrade;  and

   (4) the U.S. $18,000,000 Preference Shares, which are currently
       rated Ba3, were placed on watch for possible downgrade.

Moody's noted that, according to the latest monthly report, the
transaction was failing:

   1. the Moody's Weighted Average Rating Test;
   2. the Moody's Minimum Weighted Average Recovery Rate Test;
   3. the Weighted Average Coupon of Fixed Collateral test;  and
   4. the allowable percentage of rated collateral below Baa3
      test.

Rating Action: Downgrade And Watchlist For Possible Downgrade

Issuer: Trainer Wortham First Republic CBO II, Ltd.

Class Description: U.S. $23,000,000 Class A-2L Floating Rate Notes
                   Due April 2037

   * Previous Rating: Aa2
   * New Rating: Aa2 on watch for possible downgrade

Class Description: U.S. $10,000,000 Class A-3L Floating Rate Notes
                   Due April 2037

   * Previous Rating: A2
   * New Rating: A2 on watch for possible downgrade

Class Description: U.S. $7,600,000 Class B-1L Floating Rate Notes
                   Due April 2037

   * Previous Rating: Baa3
   * New Rating: B3 on watch for possible downgrade

Class Description: U.S. $18,000,000 Preference Shares

   * Previous Rating: Ba3
   * New Rating: Ba3 on watch for possible downgrade


TRITON CONSTRUCTION: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Triton Construction Inc.
        PO Box 2009
        Pasco, WA 99301

Bankruptcy Case No.: 05-02324

Chapter 11 Petition Date: March 24, 2005

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Judge John A. Rossmeissl

Debtor's Counsel: Steven Schneider, Esq.
                  Murphy, Bantz & Bury PS
                  818 W Riverside, Suite 631
                  Spokane, WA 99201-0989
                  Tel: 509-838-4458
                  Fax: 509-838-5466

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

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

Debtor's 9 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
D&G Concrete                                             $24,000
104902 E. Triple Vista Dr.
Kennewick, WA 99338

Lumberman's Building Center                              $15,000
3919 W. Clearwater
Kennewick, WA 99336

Kinion Construction                                      $14,000
4506 W. Hilltop Dr.
Pasco, WA 99301

Premier Landscaping                                      $14,000
631 S. Taft
Kennewick, WA 99336

Corey Bitton                                             $11,000
PO Box 3656
Pasco, WA 99302

Three Brothers Sheetrock                                  $8,000
1211 W. Grand Ronde Ave.
Kennewick, WA 99336

Cascade Heating and Air                                   $7,000
11015 222nd St. Ct. E
Graham, WA 98338

V&G Services                                              $6,000
1015 S. 8th Ave.
Pasco, WA 99301

Dan Cox                                                       $1
3616 W. Court St., Suite A
Pasco, WA 99301


TRUMP HOTELS: Panel Withdraws Objection & Shareholders Get $17.5M
-----------------------------------------------------------------
The Official Committee of Equity Security Holders, representing
the interests of more than 20,000 public holders of Trump Hotels &
Casino Resorts, Inc.'s common stock, complained that the Plan of
Reorganization would out shareholders' interests while conferring
substantial benefits to Donald J. Trump.  Moreover, the Committee
complained, the proposed Plan would improperly transfers from
THCR's estate at least $97 million in value to creditors who have
no claims against THCR and no right whatsoever to THCR's assets.

The Equity Committee asked Judge Wizmur not to confirm the Plan.

Donald K. Astin, Esq., at The Bayard Firm, in Wilmington,
Delaware, argued that the Debtors' own valuations prove that
THCR is highly solvent, entitling its existing shareholders to
receive or retain substantial value under the Plan.  THCR has
sole title to a number of the Debtors' most valuable assets,
including the exclusive right to use the "Trump" trademarks,
names, and likeness through at least 2015.  The Debtors value
this exclusive right at between $52 million and $85 million.
THCR also has virtually no creditors, and THCR has no liability
whatsoever on account of the "TAC Notes" and "TCH Notes" issued
by THCR's indirect subsidiaries.  Thus, Mr. Astin says, even if
THCR's ownership interests in its operating subsidiaries were
worthless as the Debtors contend, THCR would have at least $97
million in net equity value that belongs solely to shareholders.

"The Debtors, the TAC and TCH noteholders, and Mr. Trump have
gone out of their way to conceal THCR's value and to deny
shareholders their rights to that value," Mr. Astin states.  The
Plan Proponents have proposed a Plan that illegally uses THCR's
assets to satisfy its subsidiaries' obligations.

The Noteholders, Mr. Astin maintains, want access to THCR's
assets but they currently have no right to these assets.  "Mr.
Trump, in turn, desires to remain in full control of the Debtors,
and to obtain a number of lucrative, personal benefits under the
Plan.  Together, Mr. Trump and the noteholders have concocted a
scheme to obtain their mutual goals, at the expense of THCR's
non-insider shareholders."

"The Equity Committee does not dispute that Mr. Trump's name is
valuable," Mr. Astin says.  "The Equity Committee disagrees,
however, with Mr. Trump's apparent belief that, because his name
is on the buildings he gets to run this chapter 11 case for his
own personal benefit."

"The Plan is patently inconsistent with both the letter and the
spirit of Chapter 11," Mr. Astin continued.  "The Plan cannot be
confirmed."

             $17.5 Million Eleventh-Hour Settlement

Trump Hotels & Casino Resorts, Inc. (OTCBB: DJTCQ.OB) and the
official committee of THCR's equity security holders appointed in
connection with the Company's recapitalization plan met and
reached a resolution that will result in the Equity Committee
agreeing to support the Plan and withdrawing its opposition to the
Plan.

The settlement, which has also been consented to by the informal
committees of the Company's Trump Atlantic City Associates' First
Mortgage Notes and Trump Casino Holdings' First and Second
Priority Mortgage Notes, provides for the Company making a $17.5
million cash payment to the Company's unaffiliated common
stockholders in connection with the Plan.  In addition, Donald J.
Trump would exchange his right under the Plan to receive the
former World's Fair Site in Atlantic City, New Jersey for
additional equity in the recapitalized Company, which would bring
Mr. Trump's stake to approximately 30% of the Company's fully
diluted common stock (including the Class A Warrants discussed
below, and not including any shares to be reserved for issuance
under management incentive plans).  The World's Fair Site would be
sold at auction following the consummation of the Company's
recapitalization proceedings, and the net proceeds would be
distributed to the Company's unaffiliated common stockholders.
The property would be subject to a perpetual negative covenant
preventing future owners or any transferee, assignee, occupant or
lessee from developing any gaming activities on the property.

The Class A Warrants to purchase up to an aggregate of
approximately 8.29% of the recapitalized Company's new common
stock (on a fully-diluted basis) would be reallocated, with the
unaffiliated common stockholders receiving Class A Warrants to
purchase up to approximately 5.34% of the recapitalized Company's
new common stock and Mr. Trump receiving the remaining warrants
to purchase approximately 2.95% of the new common stock.  Upon
consummation of the Plan and assuming the exercise of all of his
warrants received under the Plan, Mr. Trump would be the largest
individual holder of THCR common stock.  The Company believes
that the Equity Committee's support of the Plan will expedite the
reorganization process and help the Company meet its initial
timeline to emerge from the court process by the beginning of May
2005.

The Company commenced its recapitalization proceedings on
November 21, 2004.  The Plan calls for an approximately $400
million reduction in the Company's indebtedness with a reduced
interest rate of 8.5%, representing an annual interest expense
savings of approximately $98 million.  The Plan also permits a
working capital facility of up to $500 million secured by a first
priority lien on substantially all of the Company's assets, which
is expected to allow the Company to refurbish and expand its
current properties and permit the Company to enter into new and
emerging markets.  For information on the proceedings, including
the detailed disclosure statement and the amended plan of
reorganization, interested parties are encouraged to visit the
Company's Web site at http://www.THCRrecap.com/ The hearing to
confirm the Company's Plan is scheduled to commence on April 5,
2005 in Camden, New Jersey.

Donald J. Trump, the Company's Chairman and Chief Executive
Officer, commented, "I firmly believe in the future of the
Company, as evidenced by my increasing my overall ownership in
the recapitalized Company to approximately 30%."  Scott C.
Butera, the Company's President and Chief Operating Officer,
added, "We are pleased to have reached an agreement with the
Equity Committee which provides additional value to our
shareholders and facilitates the execution of the Company's
recapitalization plan.  The Company's plan now has overwhelming
support from its major equity and fixed income stakeholders."

Any securities proposed to be issued in connection with the
Plan (including the Class A Warrants referenced above) have not
been registered under the Securities Act of 1933 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 of 1933 and applicable state securities
laws.  The information contained herein and in the attached
exhibit does not constitute an offer to sell or the solicitation
of offers to buy any security and shall not constitute an offer,
solicitation or sale of any security in any jurisdiction in which
such offer, solicitation or sale would be unlawful.

                          About THCR

THCR is a leading gaming company that owns and operates four
properties.  THCR's assets include Trump Taj Mahal Casino Resort
and Trump Plaza Hotel and Casino, located on the Boardwalk in
Atlantic City, New Jersey, Trump Marina Hotel Casino, located in
Atlantic City's Marina District, and the Trump Casino Hotel, a
riverboat casino located in Gary, Indiana.  Together, the
properties comprise approximately 371,300 square feet of gaming
space and 3,180 hotel rooms and suites.  The Company is the sole
vehicle through which Donald J. Trump conducts gaming activities
and strives to provide customers with outstanding casino resort
and entertainment experiences consistent with the Donald J. Trump
standard of excellence.  THCR is separate and distinct from Mr.
Trump's real estate and other holdings.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: Wants Exclusive Period Extended through May 20
------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Trump Hotels
& Casino Resorts, Inc., and its debtor-affiliates seek a 60-day
extension of their exclusivity periods.

Section 1121(b) of the Bankruptcy Code grants a debtor the
exclusive right to file a plan of reorganization during the first
120 days after the commencement of a chapter 11 case.  If a
debtor files a plan during this exclusive filing period, Section
1121(c)(3) grants an additional 60 days during which the debtor
may solicit acceptances of that plan and no other party-in-
interest may file a competing plan.  Section 1121(d) provides
that the Court may, "for cause," extend these periods: "[o]n
request of a party in interest . . . and after notice and a
hearing, the court may for cause reduce or increase the 120-day
period or the 180-day period referred to in this section."

In determining whether "cause" exists for an extension of a
debtor's Exclusivity Periods, courts have relied upon a variety
of factors, including:

    -- the size and complexity of the case;

    -- the necessity of sufficient time to negotiate and prepare
       adequate information;

    -- the existence of good faith progress;

    -- whether the debtor is paying its debts as they become due;

    -- whether the debtor has demonstrated reasonable prospects
       for filing a viable plan;

    -- whether the debtor has made progress negotiating with
       creditors;

    -- the length of time a case has been pending;

    -- whether the debtor is seeking an extension to pressure
       creditors; and

    -- whether or not unresolved contingencies exist.

Charles A. Stanziale, Jr., Esq., at Schwartz Tobia & Stanziale,
asserts that the Debtors clearly meet the various standards
evaluated by courts in granting extensions of the Exclusivity
Periods.  "The Debtors have positioned their estates to emerge
quickly from chapter 11, preserve 12,000 jobs, and maximize value
for all stakeholders."

Mr. Stanziale points out that:

    -- the Debtors did not commence their cases until they reached
       a consensual restructuring with committees representing
       around $1.9 billion of the Debtors' secured debt;

    -- the Independent Committee of the Debtors' board of
       directors reviewed and approved that restructuring;

    -- the Debtors obtained the highly unusually relief to pay all
       undisputed prepetition trade vendors in full within the
       first month of their cases;

    -- the Debtors obtained $100 million in DIP financing;

    -- the Debtors separately obtained the consensual use of cash
       collateral without objection from the holders of $1.9
       billion in secured prepetition debt;

    -- the Debtors filed their Initial Disclosure Statement and
       Initial Plan within three weeks of the Petition Date;

    -- the Debtors obtained approval of their Disclosure Statement
       within three months of the Petition Date; and

    -- the Debtors are poised to confirm the Plan within five
       months of the Petition Date.

"The Debtors embarked on their entrance and exit from Chapter 11
in the most inclusive way possible in the face of opposition from
the Official Committee of Equity Security Holders," Mr. Stanziale
notes.

The Debtors' businesses, Mr. Stanziale reminds the U.S. Bankrutpcy
Court for the District of New Jersey, are very complex.  The
Debtors operate a hotel and casino enterprise involving four major
operating properties in New Jersey and Indiana, employ about
12,000 employees, and have annual gross revenues of approximately
$1.5 billion.

The Debtors want more time to continue the confirmation process
without the interruption of competing plans.

Accordingly, the Debtors ask the Court to extend their exclusive
periods to:

    a. file a plan of reorganization, through and including
       May 20, 2005; and

    b. solicit plan acceptances through and including July 19,
       2005.

                           *     *     *

Judge Wizmur will convene a hearing on May 5, 2005, to consider
the Debtors' request.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TXU UK LIMITED: Section 304 Petition Summary
--------------------------------------------
Petitioners: Alan Robert Bloom,
             Roy Bailey,
             Gareth Hughes,
             Alan Lovett and
             Martin Fishman
             Ernst & Young LLP
             1 More London Place
             London, England SE1 2AF

Debtors: TXU UK Limited
         fka Eastern Natural Gas (Retail) Limited
         fka TXU (UK) Limited
         c/o Ernst & Young LLP
         1 More London Place
         London, England SE1 2AF

         TXU Direct Sales Limited
         fka Eastern Energy Limited
         c/o Ernst & Young LLP
         1 More London Place
         London, England SE1 2AF

         TXU Europe Energy Trading Limited
         fka Eastern Power and Energy Trading Limited
         c/o Ernst & Young LLP
         1 More London Place
         London, England SE1 2AF

         TXU (UK) Holdings Limited
         fka Eastern Natural Gas Limited
         c/o Ernst & Young LLP
         1 More London Place
         London, England SE1 2AF

Case Nos.: 05-12017, 05-12018, 05-12019, 05-12020

Type of Business: The Debtors are affiliates of TXU Europe Group
                  PLC, which filed for Section 304 petition on
                  November 12, 2004.  TXU Europe Group PLC is an
                  indirect, wholly owned subsidiary of TXU
                  Corporation -- http://www.txu.com/-- a Texas
                  corporation (TXU Corporation).  The Debtors are
                  members of the European division of the TXU
                  group of companies.  The TXU Group's business
                  activities included power production, retail
                  energy sales and related services, wholesale
                  energy sales, energy delivery, portfolio
                  management, risk management and various trading
                  activities.  On November 19, 2002, the TXU
                  Europe Group and several of its subsidiaries
                  were placed under the "administration" process
                  in the United Kingdom.  Some units have been
                  liquidated.  As a result more than $1 billion
                  in cash is now held with the TXU Group pending
                  distribution.

Section 304 Petition Date: March 29, 2005

Court: Southern District of New York (Manhattan)

Petitioners' Counsel: Kenneth P. Coleman, Esq.
                      Daniel Guyder, Esq.
                      Adrian Stewart, Esq.
                      Allen & Overy LLP
                      1221 Avenue of Americas
                      New York, New York 10022
                      Tel: (212) 610-6300
                      Fax: (212) 610-6399

                           -- and --

                      Ronald Dekoven, Esq.
                      Foley & Lardner LLP
                      321 North Clark Street, Suite 2800
                      Chicago, Illinois 60610
                      Tel: (312) 832-4500

                               Total Assets      Total Debts
                               ------------      -----------
TXU UK Limited               More than $100M   More than $100M

TXU Direct Sales Limited     More than $100M   More than $100M

TXU Europe Energy
Trading Limited              More than $100M   More than $100M

TXU (UK) Holdings Limited    More than $100M   More than $100M


UAL CORP: Creditors Committee Reports on Reorganization
-------------------------------------------------------
The Official Committee of Unsecured Creditors filed its First
Report on the status of UAL Corporation and its debtor-affiliates'
reorganization efforts.  Carole Neville, Esq., at Sonnenschein,
Nath & Rosenthal, in New York City, draws the Court's attention to
a paragraph in the Debtors' Form 10-K filed with the Securities
and Exchange Commission:

  "There can be no assurance that the Creditors' Committee will
  support our positions or our plan of reorganization, and any
  disagreements between the Creditors' Committee and us could
  protract the Chapter 11 process, hinder our ability to operate
  during the Chapter 11 process and delay our emergence from
  Chapter 11."

"The Committee has a different view about healthy dissent and
debate," Ms. Neville tells Judge Wedoff.  Disagreements between
creditors and debtors are constructive and serve to strengthen a
plan of reorganization.

The Creditors' Committee reports that the Debtors have been
struggling within the Chapter 11 process for over two years.
That struggle continues.  The Debtors face a host of challenges,
some industry specific and some confined to the Debtors.  "At
this date, the Committee is not convinced that the Debtors have
properly addressed the challenges," states Ms. Neville.  The
debate continues because the Debtors are not making adequate
progress.

The working group process touted by the Debtors as evidence of a
cooperative spirit is essentially over except for the exit
financing group.  The Committee, Ms. Neville says, will continue
to work with the Debtors because it is concerned that the Debtors
cannot meet the challenges they face on their own.  The Committee
will continue to review all strategic options.

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 CORP: Gets Court Nod to Complete Intercompany Transactions
--------------------------------------------------------------
As reported in the Troubled Company Reporter on March 22, 2005,
UAL Corporation and its debtor-affiliates want to enter into
certain inter-debtor transactions.  The Debtors are examining all
aspects of their business to obtain cost savings.  As part of this
pursuit, the Debtors are reviewing and rationalizing their
corporate structures.  The Debtors have determined that it is
appropriate and beneficial to separately organize their non-core
"Loyalty Business" assets from their core airline business assets
under the parent company, UAL Corporation, through the Inter-
Debtor Transactions.

The Official Committee of Unsecured Creditors tells Judge Wedoff
that the Debtors portray a valid business judgment for the
corporate transfers.  It is admirable that the Debtors intend to
maximize the value of these small non-core businesses for the
benefit of the estates.  However, the Committee is concerned that
the Debtors may use this separate structure to enrich certain
insiders who will take charge of the businesses.  To prevent this
undesirable scenario, the Debtors should be required to bring any
incentive or reward programs for management, officers and
directors of the companies to the Court for approval.

Fruman Jacobson, Esq., at Sonnenschein, Nath & Rosenthal, says
the Committee should be notified in advance of any proposed
incentive or bonus programs, performance incentives, compensation
or other plans for individuals running these businesses.  The
Debtors should seek Court approval for any implementation or
alteration of a compensation program.

                         Debtors Respond

The Committee's objection is neither well-founded nor provides
any supportable basis to deny the Debtors' request, James H.M.
Sprayregen, Esq., at Kirkland & Ellis, in Chicago, Illinois,
argues.  The Committee does not challenge the Debtors' business
judgment.  The Committee cites no provision in the Bankruptcy
Code or case law that requires a debtor to provide a committee
with notice of ordinary course transactions, like the subject
compensation programs.  Mr. Sprayregen contends that the
requirement of notice for ordinary transactions would constitute
an undue burden and set a dangerous precedent.  Therefore, the
objection should be overruled and the Debtors' request approved.

                          *     *     *

Judge Wedoff grants the Debtors' request.  Judge Wedoff rules
that the Transactions will have no impact on the Debtor entities
transferring assets.  All claims against the Debtor entities
transferring assets will survive the Transactions status quo
ante.

United Loyalty Services will be entitled to superpriority
administrative claims against:

  a) Confetti for the fair value of the Club Business assets;
  b) MyPoints.com for the fair value of Confetti; and
  c) UAL Corporation for the fair value of MyPoints.

The superpriority administrative claim amounts will be net of any
corresponding benefits to ULS.

Prior to the hearing, the Pension Benefit Guaranty Corporation
withdrew its objection.

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)


USG CORP: Wants to Expands Goodwin's Services as Special Counsel
----------------------------------------------------------------
In 2001, USG Corporation and its debtor-affiliates employed
Shea & Gardner as their special asbestos counsel.  On Oct. 1,
2004, Shea & Gardner merged with Goodwin Procter LLP.

To inform parties-in-interest of the merger and modify the scope
of services to be performed by the firm, the Debtors sought and
obtained the Court's authority to employ Goodwin Procter as
special counsel in their Chapter 11 cases.

As previously reported, Shea & Gardner was authorized to provide:

   -- analysis and advice regarding formulating and implementing
      the Debtors' litigation strategy for resolving alleged
      asbestos-related claims;

   -- analysis, advise and litigation concerning the Debtors'
      alleged asbestos-related liability; and

   -- assistance to the Debtors' general bankruptcy counsel in
      connection with litigation relating to the Debtors' plan of
      reorganization and any competing plan arising out of
      alleged asbestos liability.

The Debtors relate that in 2004, Shea & Gardner's fees and
expenses regarding asbestos-related liability matters were
relatively minor.

The Debtors will modify the scope of Goodwin Procter's
representation from matters regarding asbestos-related product
liability claims to matters regarding all product liability
claims, including asbestos-related liability.  The Debtors have
not retained any law firm to advise and represent them regarding
non-asbestos product liability claims, therefore, they determined
that modifying the scope of Goodwin Procter's employment to
include all products liability claims would be more cost-
effective and efficient than retaining two law firms to handle
asbestos-related product liability claims and non-asbestos
product claims separately.

The Debtors believe that Goodwin Procter has substantial
expertise in asbestos-related and other product liability claims
and is well qualified to perform and represent their interests in
their bankruptcy cases.

Goodwin Procter will be paid on an hourly basis in accordance
with its customary rates.  The professionals expected to perform
the required services and their hourly rates are:

             John D. Aldock                  $585
             Patrick M. Hanlon               $510
             John T. Rich                    $500
             Eric C. Jeffrey                 $385
             Simon D. Stern                  $265

The firm will also be reimbursed for necessary out-of-pocket
expenses incurred.

John D. Aldock, a partner at Goodwin Procter, assures the Court
that the firm has no connection with the Debtors, their
creditors, the U.S. Trustee or any other party with an actual or
potential interest in these Chapter 11 cases.

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)


VALLEY MEDIA: Taps Cross & Simon as Special Litigation Counsel
--------------------------------------------------------------
Valley Media, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Cross & Simon, LLC,
as its special litigation counsel, nunc pro tunc to Feb. 22, 2005.

Cross & Simon will investigate and prosecute preference claims for
Valley Media.

Donna L. Harris, Esq., is the lead attorney in this engagement.
Ms. Harris will bill the Debtor at her current hourly rate of
$270.

To the best of Valley Media's knowledge, Cross & Simon doesn't
hold any interest materially adverse to the Debtor and its estate.

Headquartered in Woodland, California, Valley Media, Inc. --
http://www.valleymedia.com/-- is 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 in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $241,547,000 in total assets and
$259,206,000 in total debts.


VALLEY MEDIA: A.D. Vision Settles $1 Mil. Preference for $28,000
----------------------------------------------------------------
Valley Media, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to enter into a settlement
agreement with A.D. Vision Inc.

A.D. Vision agrees to pay Valley Media $28,000 to settle a
preferential suit filed by the Debtor in August 2002.  The
preference action sought to recover $1,046,174 from A.D. Vision.

The Debtors tell the Bankruptcy Court that this compromise and
settlement is a good deal for the estate.

Headquartered in Woodland, California, Valley Media, Inc. --
http://www.valleymedia.com/-- is 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 in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $241,547,000 in total assets and
$259,206,000 in total debts.


WARWICK VALLEY: Tardy 10-K Could Trigger Loan Default on Mar. 31
----------------------------------------------------------------
Warwick Valley Telephone Company says it's unable to file its
Annual Report on Form 10-K for the year ended December 31, 2004,
by the prescribed filing deadline without unreasonable effort or
expense.

Furthermore, due to the complex nature of the requirements of
Section 404 of the Sarbanes-Oxley Act of 2002 and the fact that
the Company has encountered unanticipated delays in connection
with its evaluation and testing, the Company has not yet completed
its assessment of its internal control over financial reporting.
Management has devoted, and continues to devote, significant time,
effort and expense in preparing its financial statements and
performing its evaluation of internal control over financial
reporting.  Due to the redirection of personnel resources in
connection with the ongoing efforts to complete management's
assessment of the effectiveness of the Company's internal controls
over financial reporting and management turnover, the Company is
still in the process of preparing its financial statements.

There can be no assurance that management will complete its
financial statements or its Section 404 assessment
by March 31, 2005.

If the Company fails to provide CoBank, the lender under its major
credit facility, with the Company's audited financial statements
by March 31, 2005, the Company will need, and would intend to
seek, a waiver of the resulting default under the credit facility.

Additionally, if the delay in the filing of the Company's Annual
Report on Form 10-K continues for too long a period, that delay
could precipitate action by NASDAQ to initiate de-listing
hearings, to which the Company would intend to appropriately and
vigorously respond.

Warwick says management has not yet completed its documentation,
testing and assessment of its internal control over financial
reporting.  However, the Company's internal controls documentation
and testing, to date, has identified certain deficiencies in the
documentation, design and effectiveness of internal controls over
financial reporting.  The Company previously disclosed in the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004 material weaknesses that were related to:

   * a lack of segregation of duties;

   * deficiencies associated with manually intensive processes;
     and

   * deficiencies associated with lack of formal review or account
     reconciliation.

A material weakness is a control deficiency, or combination of
control deficiencies, that results in a more than remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.
Furthermore, as the Company continues with its evaluation of
internal control over financial reporting, additional control
deficiencies may be identified and those control deficiencies may
also represent one or more material weaknesses.  The existence of
one or more material weaknesses as of December 31, 2004 would
preclude a conclusion by management that the Company's internal
control over financial reporting was effective as of that date.

Total Operating Revenues are expected to decline $1.1 million or
approximately 4%, due principally to a decrease in revenue from
network access charges. The Company's Operating Expense is
expected to increase by approximately $1.5 million or
approximately 6%, due largely to a significant increase in
professional fees, which in turn was due largely to the
preparation of management's Section 404 assessment. Net income is
expected to increase by $0.8 million, or approximately 10% due
largely to a gain on the sale of the Company's interest in DataNet
and to an increase in its income from its limited partnership
interest in Orange County-Poughkeepsie LP, offset by the increase
in the operating expenses. These results, Warwick stresses, are
preliminary and unaudited and are subject to adjustment.

Warwick Valley Telephone Company is based in Warwick, N.Y.  The
Company's Sept. 30, 2004, balance sheet shows $67 million in
assets and $26 million in liabilities.


WHITE TIGER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: White Tiger Properties
        3726 Laurel Way
        Redwood City, California 94062

Bankruptcy Case No.: 05-51087

Chapter 11 Petition Date: March 1, 2005

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Sally A. Morello, Esq.
                  William C. Lewis, Esq
                  Law Offices of William C. Lewis
                  510 Waverly Street
                  Palo Alto, California 94301
                  Tel: (650) 322-3300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor has no unsecured creditors who are not insiders.


WORLDCOM INC: Dist. Court Okays Settlement with 12 Directors
-----------------------------------------------------------
Former WorldCom Chairman Bert Roberts, the 12th and final director
defendant in the WorldCom securities class action, has agreed to
pay a total of $4.5 million from his own pocket to settle the
claims against him in that action, New York State Comptroller Alan
G. Hevesi, the sole trustee of the New York State Common
Retirement Fund and Court-appointed Lead Plaintiff, announced
today.  In addition, the insurance companies that had written
directors and officers liability coverage for WorldCom will
contribute an additional $1 million above and beyond the $35
million agreed to as part of the settlement announced Friday.

If this settlement and the settlements achieved earlier in the
case are approved by the Court, this will bring the total amount
recovered for the WorldCom investor class to $6,063,056,840.

"We are delighted, after having revived a historic settlement with
11 of the former WorldCom outside directors, to have reached a
settlement with the sole remaining director defendant, Bert
Roberts. We now look forward to beginning the trial against
WorldCom's former auditor, Arthur Andersen, later this week,"
Hevesi said.

On Friday, Comptroller Hevesi announced a settlement with 11 of
the former WorldCom outside directors in which those individuals
agreed to pay a total of $20.25 million from their own pockets. In
addition, that settlement provides for an additional $35 million
to be paid by the insurance companies that had written directors
and officers liability coverage for WorldCom, for a total
settlement of $55.25 million.

Hevesi is the Court-appointed Lead Plaintiff in the consolidated
securities class action, In re WorldCom, Inc. Securities
Litigation, which is pending before Judge Denise Cote in federal
court in Manhattan. Friday's settlement resolves all claims
asserted in the WorldCom securities class action against former
directors James C. Allen, Judith Areen, Carl J. Aycock, Max E.
Bobbitt, Clifford L. Alexander, Jr., Francesco Galesi, Stiles A.
Kellett, Jr., Gordon S. Macklin, John A. Porter, the Estate of
John W. Sidgmore, and Lawrence C. Tucker.

All served on WorldCom's board of directors at various times
between April 29, 1999 and June 25, 2002, the period during which
WorldCom allegedly issued false and misleading statements to the
investing public.

The settlement with Mr. Roberts and Friday's settlement with
11 former directors, follows the $2 billion settlement with J.P.
Morgan Securities Inc., the $572,840 settlement with Blaylock &
Partners, L.P. and the $234,000 settlement with Utendahl Capital
Partners, L.P. announced on March 16, the $460.5 million
settlement with Bank of America announced on March 3, the $100.3
million settlement with Lehman Brothers, Goldman Sachs, Credit
Suisse First Boston, and UBS Warburg announced on March 4, the
$428.4 million in settlements with ABN AMRO, Mitsubishi
Securities International, BNP Paribas Securities Corp. and Mizuho
International announced on March 9, 2005, the $325 million
settlement with Deutsche Bank Securities Inc. and the $112.5
million in settlements with WestLB and Cabato Holding announced on
March 10, as well as the $2.575 billion settlement with the
Citigroup Defendants, which was approved by United States
District Court Judge Denise Cote on November 12, 2004.

The NYSCRF and investor class are represented by the law firms of
Barrack, Rodos & Bacine and Bernstein Litowitz Berger & Grossmann
LLP, who were appointed as Lead Counsel by Judge Cote in August
2002. The two firms also served as Lead Counsel in the Cendant
class action, which was previously the highest recovery ever
achieved in a securities law class case.

To obtain further information concerning that Settlement and the
submission of proof of claim forms, investors may access the
website maintained by Lead Counsel, at
http://www.worldcomlitigation.com/

             District Court Grants Preliminary Approval

Bloomberg News reports that Judge Denise Cote of the U.S.
District Court for the Southern District of New York granted
preliminary approval to settlements involving former WorldCom
directors:

    (1) James C. Allen,
    (2) Judith Allen,
    (3) Carl J. Aycock,
    (4) Max E. Bobbitt,
    (5) Clifford L. Alexander, Jr.,
    (6) Francesco Galesi,
    (7) Stiles A. Kellett, Jr.,
    (8) Gordon S. Macklin,
    (9) John A. Porter,
   (10) Bert C. Roberts, Jr.,
   (11) the estate of John W. Sidgmore, and
   (12) Lawrence C. Tucker

The settlements also include the insurance companies that provided
insurance coverage to the settling director defendants.

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


XO COMMUNICATIONS: Defaults on Icahn-Backed Credit Facility
-----------------------------------------------------------
XO Communications, Inc., is party to a Credit Agreement that
contains covenants restricting, among other things:

   * the level of capital expenditures,

   * the company's ability to borrow money,

   * grant additional liens on assets,

   * make particular types of investments or other restricted
     payments, and

   * sell assets or merge or consolidate.

A company controlled by Mr. Carl Icahn, XO's Chairman, holds more
than 90% of the principal loan amount outstanding under the Credit
Agreement.  Because covenant amendments or waivers under the
Credit Agreement generally require the approval or consent of
holders of only a majority of the outstanding principal amount
under the Credit Agreement, decisions whether to amend or waive
compliance with the covenants by the holders of loans under the
Credit Agreement can be made by Mr. Icahn, whether or not the
other holders agree.

The Credit Facility includes a financial covenant requiring XO to
maintain minimum EBITDA for the twelve-month period ending each
fiscal quarter.  XO didn't meet this covenant in 2004 and based on
current financial results and the company's current business plan,
XO doesn't expect to comply with this covenant in 2005.

"We have obtained a waiver through December 31, 2005," XO says in
its annual report delivered to the Securities and Exchange earlier
this month, "but we can not be certain that we will be able to
obtain any further waivers of this, or any other, covenant in our
Credit Facility.  If we are not able to (i) amend this Credit
Facility covenant to remove the minimum EBITDA requirements or
decrease the requirement to a level we believe we can achieve,
(ii) obtain an extension on the waiver to at least March 31, 2006,
or (iii) repay the Credit Facility with a new debt or equity
offering so that we are in compliance, under the current
accounting guidelines we will be required to reclassify the
$366.2 million amount outstanding from long term to short term as
of March 31, 2005.  While existing waivers prevent the lenders
under the Credit Facility from accelerating repayment of the
outstanding indebtedness under the Credit Facility until March 31,
2006, this reclassification would cause a significant
deterioration to our disclosed working capital and financial
position."  That reclassification would occur on May 10, 2005, if
an amendment or further waiver is not obtained.

XO's obligations under the Credit Facility are secured by liens on
substantially all of the assets of the company and its
subsidiaries.  A default under the Credit Agreement could
adversely affect XO's rights under other commercial agreements.

XO said it is retaining investment bankers and consultants to help
it review "strategic alternatives."

Headquartered in Reston, Virginia, XO Communications --
http://www.xo.com/-- provides local, long distance, and data
services to small and midsize business customers as well as to
national enterprise accounts.  The Company filed for chapter 11
protection on June 17, 2002 (Bankr. S.D.N.Y. Case No. 02-12947).
XO's stand-alone plan of reorganization was confirmed on
Nov. 15. 2002, and the company emerged from bankruptcy in
January 2003.  Matthew Allen Feldman, Esq., and Tonny K. Ho,
Esq., at Willkie Farr & Gallagher represented the Debtors in
their restructuring.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 30, 2005
   NEW YORK INSTITUTE OF CREDIT
      Factoring 2005
         Arno's Ristorante, NY
            Contact: 212-551-7920 or info@nyic.org

March 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Chapter April Fools Party
         University Club, NYC
            Contact: 312-578-6900 or http://www.turnaround.org/

April 7-8, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         San Francisco, CA
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu

April 8-9, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      The NABT Spring Seminar
         Don CeSar Beach Resort St. Petersburg, FL
            Contact: 803-252-5646 or info@nabt.com

April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
     Wilbur Ross - Joint Breakfast Meeting with Association for
     Corporate Growth
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

April 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Chapter / Finance Network Club Spring Dinner
         Sheraton Suites Cypress Creek, Ft. Lauderdale, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA South Florida Golf Day
         Carolina Club, Margate, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Contact: 716-440-6615 or http://www.turnaround.org/

April 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

April 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 303-457-2119 or http://www.turnaround.org/

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 4, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Errors, Omissions and Fraud
         Newark Club, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 17, 2005
   NEW YORK INSTITUTE OF CREDIT
      26th Annual Credit Smorgasbord
         Arno's Ristorante, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA May Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Golf Tournament [Carolinas]
         Venue - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Great Lakes Regional Conference
         Peek'N Peak Resort, Findley Lake, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

May 23, 2005 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island TMA Golf Outing
         Indian Hills, Northport, LI
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2005 (Date is tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      12th Annual Charity Golf Tournament
         Venue - TBA
            Contact: 203-877-8824 or http://www.turnaround.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Golf Tournament (for members only.)
         Fresh Meadows Country Club, Lake Success, NY
            Contact: 646-932-5532 or http://www.turnaround.org/

June 7, 2005
   NEW YORK INSTITUTE OF CREDIT
      NYIC 86th Annual Award Banquet
         New York Hilton and Towers, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

June 8, 2005
TURNAROUND MANAGEMENT ASSOCIATION
TMA-LI Women's Marketing Initiative: Afternoon Tea
Milleridge Inn, Long Island, NY
Contact: 516-465-2356 / 631-434-9500 or http://www.turnaround.org/

June 9-10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Mid-Atlantic Regional Symposium
         Atlantic City, NJ
            Contact: 908-575-7333 or http://www.turnaround.com/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or www.turnaround.org

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or www.turnaround.org

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, TX
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

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