TCR_Public/050331.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, March 31, 2005, Vol. 9, No. 75

                          Headlines

A.P.I. INC: Asbestos Committee Hires Ravich Meyer as Counsel
ADAMS OUTDOOR: Moody's Assigns B1 Ratings to $285M Facilities
AIR CANADA: Unit Inks $300 Million Maintenance Pact with Delta
AMERICAN BUSINESS: Taps A&M's David Coles as Restructuring Officer
AMERICAN SKIING: Posts $22.1 Million GAAP Net Loss in 2nd Quarter

AMERIQUEST MORTGAGE: Fitch Puts Low-B Ratings on Two Cert. Classes
ATA AIRLINES: Gets Court Nod to Amend & Assume GATX Aircraft Lease
ATA AIRLINES: Gets Court Nod to Reject O'Hare Airport Agreement
ATHLETE'S FOOT: Has Until June 7 to File Chapter 11 Plan
BBI ENTERPRISES: Case Summary & 25 Largest Unsecured Creditors

BEAR STEARNS: S&P Lifts Rating on Two 2002-11 Class Certificates
BLOCKBUSTER: Fitch Affirms Ratings After Withdrawing Bid for HEI
BROWARD COUNTY ARCHEOLOGY: Plan for Graves Museum is Confirmed
CARILLON HOLDING: Moody's Reviews Junk Rating & May Downgrade
CATHOLIC CHURCH: US Trustee Balks at Tucson's Disclosure Statement

CEATECH USA: Case Summary & 60 Largest Unsecured Creditors
CENTENNIAL COMMS: Will Redeem $40 Mil. of 10-3/4% Sr. Sub. Notes
CHC HELICOPTER: Shareholders Approve Two-for-One Stock Split
CMS ENERGY: Plans to Sell 16 Million Common Shares in Public Offer
COLTS 2005-1: Moody's Assigns Ba1 Rating to $10.6M Interest Notes

CROWN CASTLE: Posts $88.1 Million Net Loss in Fourth Quarter
CUSTOM SERVICES: Case Summary & 20 Largest Unsecured Creditors
DELTA AIR: Inks $300M Maintenance Pact with Air Canada Technical
DELTA FUNDING: Fitch Assigns Junk Ratings on Eight Debt Issues
DMX MUSIC: U.S. Trustee Appoints 3-Member Creditors Committee

DMX MUSIC: Creditors Committee Taps Drinker Biddle as Counsel
DOLE FOOD: Moody's Assigns Ba3 Rating to $1 Billion Loan Package
FIRST INTERNATIONAL: Moody's Junks Three Note Classes
FOOTSTAR INC: Wants Court to Hold Kmart Corporation in Contempt
GLASS GROUP: Look for Bankruptcy Schedules on April 29

GLASS GROUP: Gets Final Order on DIP Loan and Cash Collateral Use
GSC PARTNERS: Moody's Confirms Ba3 Rating on $10M Class B Notes
HOLLYWOOD ENT: S&P May Cut Rating Following Movie Gallery Bid
IMPERIAL PLASTECH: Section 304 Petition Summary
INNOVATIVE COMMUNICATION: Defaults on $10 Million RTFC Loan

INTERPUBLIC GROUP: Updates Consent Solicitation Status
INTERSTATE BAKERIES: Amends Schedules of Assets & Liabilities
ISTAR FINANCIAL: Lenders Agree to Amend TriNet's 7.95% Notes
J.P. IGLOO: Mortgage Holder Wants Relief from Stay to Foreclose
JOY GLOBAL: Amends Financial Results After SEC Review Completed

K&M DEVELOPMENT: Voluntary Chapter 11 Case Summary
KAISER ALUMINUM: Wants to Disallow Ace, et al., Insurance Claims
KEY ENERGY: Asks Lenders & Bondholders to Waive Reporting Default
KEY ENERGY: S&P Downgrades Corporate Credit Rating to B-
KIVI SOUTH: Trustee Taking Bids for Seabonay Hotel Sale on Apr. 13

KRISPY KREME: Silver Point & CSFB Are Said to Be New Lenders
MASTR ALTERNATIVE: S&P Affirms Low-B Ratings on 18 Cert. Classes
MCI: Fitch Holds B Rating on Sr. Unsecured Debt on Watch Positive
MCI INC: Board Accepts Enhanced $7.64 Billion Verizon Proposal
NOBLE DREW: Wants to Hire Silverman Perlstein as Bankr. Counsel

NORTEL NETWORKS: Declares Preferred Stock Dividends
NORTEM NV: Files Liquidation Accounts & Plan of Distribution
NORTHWESTERN CORP: Michael Hanson Succeeds Gary Drook as President
PHH MORTGAGE: Fitch Rates $183,129 Private Class B-5 at B
PORTUS ALTERNATIVE: Court Extends KPMG's Appointment as Receiver

PRIME CAMPUS: Taps Goodrich Postnikoff as Bankruptcy Counsel
QWEST COMMS: May Press Bid for MCI Inc., Reports Say
RUTTER INC: Raising $11M from Equity & Convertible Debt Deal
SAFETY-KLEEN: Dennis McGill Replaces Bob Gary as EVP & CFO
SAVVIS COMM: Has Until Sept. 19 to Comply with Nasdaq Bid Rule

SEARS ROEBUCK: Moody's Downgrades Sr. Unsec. Debt Rating to Ba1
SINO-FOREST CORP: JP Management Values China Assets at $566 Mil.
SOLUTIA INC: Closing Nylon Fiber Production Plant in Pensacola
STATES GENERAL: Under Regulatory Supervision, A.M. Best Reports
SYSTEMS DESIGN: Case Summary & 21 Largest Unsecured Creditors

THISTLE MINING: CCAA Restructuring Delays Financial Report Filing
TRICO MARINE: Thomas E. Fairley Steps Down as President & CEO
TRITON AVIATION: Moody's Reviews $420.2 Mil Debt & May Downgrade
UAL CORP: Wants to Settle Varde Fund's Aircraft Claim for $22.4M
US STEEL: Names Dennis Quirk Minnesota Ore Operations Gen. Manager

VERIZON GLOBAL: Fitch Keeps Long-Term Debt Rating on WatchNegative
WHEELING-PITTSBURGH: Names Harry Page as President & COO
WINN-DIXIE: Wants Chap. 11 Case Transferred to Jacksonville, Fla.
WINN-DIXIE: Gets Final Nod on DIP Financing & Cash Collateral Use
WINN-DIXIE: Has Until Sept. 19 to Make Lease Decisions

WORLDCOM INC: Bankr. Court Formally Closes 220 Cases
WORLDCOM INC: Settles Dispute Over Intelsat's Claim & Cure Fees
WORLDCOM INC: Bankr. Court Vacates New York Civil Court Order

* CDO Expert Angus Duncan Joins Cadwalader as London Partner
* Focus Management Group Names Riiska Managing Director
* Fraser Milner Casgrain LLP Announces 20 New Partners
* Ralph Mabey & 16 Partners Form Mabey & Murray in Salt Lake City

                          *********

A.P.I. INC: Asbestos Committee Hires Ravich Meyer as Counsel
------------------------------------------------------------
The Asbestos Claimants Committee in A.P.I., Inc.'s chapter 11 case
sought and obtained permission from the U.S. Bankruptcy Court for
the District of Minnesota to retain Ravich Meyer Kirkman McGrath &
Nauman as its counsel.

The Firm will represent the Committee in negotiating a settlement
of asbestos claims against the Debtor's estate.

The lead attorneys in this engagement and their hourly billing
rates are:

     Professional                Hourly Rate
     ------------                -----------
     Michael L. Meyer, Esq.          $340
     Michael F. McGrath, Esq.        $300
     Will R. Tansey, Esq.            $190

A.P.I. paid the Firm a $20,000 retainer.

To the best of the Committee's knowledge, Ravich Meyer holds no
interest materially adverse to the Committee, the Debtor and its
estate.

Headquartered in St. Paul, Minnesota, A.P.I. Inc., fka API
Construction Company -- http://www.apigroupinc.com/-- is a wholly
owned subsidiary of the API Group, Inc., and is an industrial
insulation contractor.  The Company filed for chapter 11
protection on January 5, 2005 (Bankr. D. Minn. Case No. 05-30073).
James Baillie, Esq., at Fredrikson & Byron P.A., represents the
Debtor in its restructuring.  When the Debtor filed for protection
from its creditors, it listed total assets of $34,702,179 and
total debts of $63,000,000.


ADAMS OUTDOOR: Moody's Assigns B1 Ratings to $285M Facilities
-------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Adams Outdoor
Advertising Limited Partnership's $25 million revolving credit
facility and $260 million term loan B facility.  Additionally,
Moody's affirmed the B1 senior implied and stable outlook.
The proceeds of the transaction will be used to refinance the
existing debt at Adams and fund a dividend to the partners.

The ratings and stable outlook continue to reflect Adams' high
market penetration and attractive operating margins that are
supported by the limited competition and pricing pressure in their
markets as well as the benefits of cost efficiencies of regional
clusters.  These factors are offset by the company's still high
leverage and our belief that the company will continue to acquire
outdoor advertising assets in medium-sized markets.

Moody's took these rating actions:

   -- Assigned a B1 rating to the $25 million senior secured
      revolving credit facility;

   -- Assigned a B1 rating to the $260 million senior secured
      Term Loan B;

   -- Affirmed the B1 senior implied rating;

   -- Affirmed the Caa1 senior unsecured issuer rating;  and

   -- Withdrew the ratings on the existing senior secured credit
      facilities.

The outlook remains stable.

The ratings remain constrained by:

   * the company's high debt burden;

   * likelihood of additional acquisitions and the financial and
     integration risk associated with this strategy;

   * the geographic concentration to the Charlotte market
     (constituting about 24% of Adams' total revenues and cash
     flows);  and

   * willingness to return cash to shareholders.

Although Adams is the fourth largest outdoor advertising player,
with $92 million in revenues for YE 2004, it is small in
comparison to its better capitalized peers (Clear Channel, Lamar,
and Viacom).

The ratings benefit from Adams' dominant regional market share
(nearly 100% market share of outdoor advertising assets within the
markets in which Adams operates), sizeable barriers to entry,
efficiencies from consolidating fixed costs in regional clusters,
the resulting attractive operating margins (EBITDA margin is in
excess of 48% for YE 2004).  The ratings are also supported by the
company's diversified base of advertising clients and its reliance
on more stable local advertising revenues (accounting for 70% of
total revenues).

Additionally, Moody's believes that there is further growth
potential for the outdoor advertising industry as it only
constitutes about 4% of aggregate media advertising spending.
Importantly, we note that Adams has experienced growth every year
since 1992.  Also, new technology (e.g. tri-visions product)
provides Adams with enhanced revenue opportunities on its existing
outdoor advertising assets.  Moody's also notes that Adams'
attractive outdoor advertising assets (billboards and posters)
provide meaningful coverage of the company's total debt.

The stable outlook incorporates the stability of Adams cash flows
offset by Adam's still high leverage and our belief that given the
company's acquisitive nature, it is unlikely that the company will
meaningfully reduce debt over the near-to-medium term.  Moody's
may revise the outlook to positive if Adams growth in core EBITDA
exceeds expectation and reduces leverage below 5 times over the
next 12 to 18 months.  To the extent that the company uses cash
from debt issuance to finance acquisitions and this significantly
increases leverage, the rating may face negative pressure.

Pro forma for the transaction, total debt is approximately
$270 million and leverage remains high with debt-to-EBITDA of
6.1 times and lease adjusted leverage of 6.4 times.  Assuming
approximately $10 million per year in capital expenditures, Adams'
cash flow coverage of interest (defined as EBITDA less
CapEx/interest expense) is modest at 2.2 times and free cash flow
as a percentage of debt remains thin at about 6% of lease adjusted
debt.

The B1 rating for the bank credit facilities reflects the credit
profile of the company, as well as the benefits of the collateral
package, including a pledge of all of the partnership interests
including the capital stock of the managing partner of the
borrower and a first perfected lien on all the assets, tangible
and intangible.  The B1 further incorporates the company's
attractive asset value and its salability.

Adams Outdoor Advertising Limited Partnership, with headquarters
in Atlanta, Georgia, is the fourth largest owner and operator of
outdoor advertising structures in the United States.


AIR CANADA: Unit Inks $300 Million Maintenance Pact with Delta
--------------------------------------------------------------
Air Canada Technical Services, a limited partnership of ACE
Aviation Holdings Inc., has secured an agreement with Delta Air
Lines for the maintenance, repair and overhaul of the Atlanta-
based airline's fleet of more than 200 Boeing 757-200, 767-300 and
767-300ER aircraft.  The exclusive agreement, one of the
industry's largest outsourcing contracts, covers a period of five
years and represents potential revenue to ACTS of approximately
USD$300 million.  Heavy maintenance work will be performed at
ACTS's Vancouver maintenance center beginning in May 2005,
resulting in the creation of approximately 300 jobs there. Delta
Air Lines currently operates 121 Boeing 757s, 28 Boeing 767-300s
and 59 Boeing 767-300ER aircraft.

"The selection of ACTS to perform Delta's heavy maintenance work
on its Boeing fleet is a reflection of Air Canada Technical
Services' worldwide reputation for safety and reliability, and
underscores our cost competitiveness achieved through
restructuring last year," said Robert Milton, Chairman of ACTS,
and Chairman, President and CEO of ACE Aviation Holdings Inc.  "We
look forward to further developing the potential value that ACTS
holds for all stakeholders, including customers such as Delta, one
of the world's leading and largest carriers."

"A major contract such as this, one of the industry's largest,
reflects ACTS's strong reputation for quality service and
technical expertise in a number of fleet types including these
Boeing aircraft," said Bill Zoeller, President and CEO, ACTS.
"Our agreement with Delta Air Lines is consistent with our
business strategy to leverage our MRO expertise, and knowledge of
commercial airline operations, to grow as a stand alone profitable
business."

Air Canada Technical Services, a limited partnership of ACE
Aviation Holdings Inc., the parent company of Air Canada, is a
full-service Maintenance, Repair and Overhaul organization that
provides airframe, engine and component maintenance and various
ancillary services to a wide range of more than 100 global
customers, including Air Canada, Air Canada Jazz, JetBlue, United
Airlines, ABX, Mexicana, Snecma Services, Chromalloy, Lufthansa
Technik, International Lease Finance Corporation (ILFC) and
Canada's Department of National Defence.  Montreal-based ACTS
operates maintenance centers across Canada with a combined
workforce of 3,600 employees and has major bases in Montreal,
Toronto, Winnipeg and Vancouver.

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

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

As of December 31, 2004, Air Canada's shareholders' deficit
narrowed to CDN$203 million compared to a $4.155 billion deficit
at December 31, 2003.


AMERICAN BUSINESS: Taps A&M's David Coles as Restructuring Officer
------------------------------------------------------------------
American Business Financial Services, Inc., received approval from
the U.S. Bankruptcy Court for the District of Delaware to retain
David Coles of turnaround and restructuring firm Alvarez & Marsal,
LLC as Chief Restructuring Officer.  At a hearing held before the
Court on March 29, the Company reported that it has resolved
certain issues with the Office of the United States Trustee.  As a
result, the U.S. Trustee withdrew her objection to the Company's
retention of Mr. Coles and A&M, and also withdrew her motion
seeking the appointment of a Chapter 11 trustee.

"I am pleased that we were able to work with the Office of the
U.S. Trustee to amicably resolve these issues, and that the Court
has approved our retention," said Mr. Coles.  "We intend to
continue to work with all constituents, including the Secured
Noteholders and the Unsecured Creditors Committee, to maximize
recoveries."

As part of the resolution with the U.S Trustee, ABFS agreed to the
appointment of an examiner pursuant to section 1104 of the
Bankruptcy Code.  The Company intends to work with the U.S
Trustee's Office to determine the scope of the examiner's
responsibilities.

ABFS also reported to the Court that by April 11 it will file a
motion with the Court that will address the changes in the
relationship between the Company and Anthony J. Santilli, Chairman
and Chief Executive Officer of ABFS.

ABFS also disclosed that Jeff Steinberg, Executive Vice President,
and Barry Epstein, Managing Director of Wholesale Lending, have
left the Company, effective immediately.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.


AMERICAN SKIING: Posts $22.1 Million GAAP Net Loss in 2nd Quarter
-----------------------------------------------------------------
American Skiing Company (OTC: AESK) reported its financial results
for the second quarter of fiscal 2005.  Highlights of the ski
season to date include an increase in group and conference
business and increases in season pass visitation as a result of
the successful introduction of the All For One pass at the
company's resorts in the East, which allows guests to ski
throughout the ski season for as little as $349.

"We entered this season poised to capture additional skier visits
on the strength of our new creative marketing efforts, and I am
pleased to report that our innovative All For One pass products
have done just that," said CEO B.J. Fair.  "With the introduction
of the All For One pass this year, we have contributed to the
financial health of the company, while making skiing and riding at
our network of resorts accessible to many more than in past years.
The success of the All For One program and the increased exposure
to the ASC experience should benefit us for the remainder of the
current season and in the years ahead."

"While we did experience poor early season weather conditions in
the East, excellent skiing and riding conditions now prevail at
all of our resorts," Mr. Fair continued.  "We are reaping the
benefits of superb recent natural snowfall in the Northeast,
followed by favorable weather conditions at all resorts.  As a
result, we remain cautiously optimistic about the remainder of
this year's ski season."

In addition to the financial results through January 30, 2005, the
company also reported a 10.6% increase in revenues for the first
four weeks of its fiscal 2005 third quarter over the first four
weeks of its fiscal 2004 third quarter along with approximately a
4% increase in year over year hotel booking pace.  Strong
visitation through the February holiday period was cited as a
driver of increased ticket product and resort amenity revenues.

              Fiscal 2005 Second Quarter Results

Total consolidated revenue was $106.1 million for the 14 weeks
ended January 30, 2005, compared with $103.0 million for the 13
weeks ended January 25, 2004.  Revenue from resort operations was
$103.4 million for the 14 weeks ended January 30, 2005 compared to
$92.9 million for the 13 weeks ended January 25, 2004.  As the
result of the company being on a 52-53 week fiscal year, fiscal
2005 includes an extra week of operations compared to fiscal 2004.
This resulted in an additional week of operations in the second
quarter of fiscal 2005 compared to the second quarter of fiscal
2004. Revenue associated with the additional week was
approximately $11.6 million.  Without the extra week in fiscal
2005, skier visits were down approximately 3% as compared to
fiscal 2004 due to lower amounts of natural snowfall and warmer
temperatures in the East, and wind events from the beginning of
the ski season through the end of the Christmas holiday period.
Revenue from real estate operations was $2.7 million for the 14
weeks ended January 30, 2005 versus $10.1 million for the 13 weeks
ended January 25, 2004, when the company recognized $8.9 million
from land parcel sales.

On a GAAP basis, the net loss for the 14 weeks ended January 30,
2005 was $22.1 million, compared to a net loss of $21.7 million
for the 13 weeks ended January 25, 2004.  The loss from resort
operations was $21.4 million for the 14 weeks ended January 30,
2005 versus a loss of $17.7 million for the 13 weeks ended January
25, 2004.  The increased loss was associated with a $6.0 million
deferred financing costs write-off and loss on extinguishment of
Senior Subordinated Notes relating to the refinancing of Senior
Debt, Subordinated Notes and Preferred Stock this past November
2004, a $3.8 million increase in depreciation and amortization due
to asset additions (specifically, the conversion of operating
leases to capital leases), a $3.4 million increase in interest
expense due to compound interest associated with the junior
subordinated notes and the accretion of discount and dividends on
mandatorily redeemable preferred stock and an additional week of
outstanding borrowings, a $4.3 million decrease in marketing,
general and administrative costs, $2.0 million in reduced
operating lease costs as a result of the conversion to capital
leases and the results of the extra week of operations discussed
above.  Excluding the deferred financing costs write-off and loss
on extinguishment of Senior Subordinated Notes, the loss from
resort operations was $15.4 million for the 14 weeks ended January
30, 2005 compared to a loss of $17.7 million in the 13 weeks ended
January 25, 2004.  The company has provided reconciliations from
GAAP financial measures to non-GAAP financial measures in the
tables following this discussion.

The loss from real estate operations was $0.7 million for the 14
weeks ended January 30, 2005, compared with a loss of $4.0 million
for the 13 weeks ended January 25, 2004.  The decrease in the loss
was largely due to the reduced interest expense during fiscal 2005
as result of the restructuring of the real estate credit facility
in May 2004.

                   Fiscal 2005 to Date Results

Skier visits company-wide for the 27 weeks ended January 30, 2005
increased 9.5% over skier visits for the 26 weeks ended
January 25, 2004.  The increase was due to the extra week of
operations in fiscal 2005 compared to fiscal 2004 to date, and the
increased season pass visits associated with the All For One pass
products.  Total consolidated revenue was $125.6 million for the
27 weeks ended January 30, 2005, compared with $121.4 million for
the 26 weeks ended January 25, 2004.  Revenue from resort
operations was $121.2 million for the 27 weeks ended January 30,
2005 compared to $109.0 million for the 26 weeks ended January 25,
2004. The increase in resort revenue reflects an additional week
of operations in the second quarter of fiscal 2005 compared to the
second quarter of fiscal 2004, as discussed above, and strong
fiscal 2005 first quarter group and conference business at
Steamboat and The Canyons. Revenue from real estate operations was
$4.4 million for the 27 weeks ended January 30, 2005 versus $12.4
million for the 26 weeks ended January 25, 2004, including the
previously mentioned land parcel sales.

On a GAAP basis, net loss for the 27 weeks ended January 30, 2005
was $59.9 million, or $1.89 per basic and diluted common share,
compared with a net loss of $62.9 million, or $1.98 per basic and
diluted common share for the 26 weeks ended January 25, 2004. The
loss from resort operations was $58.5 million for the 27 weeks
ended January 30, 2005 versus a loss of $53.6 million for the 26
weeks ended January 25, 2004. The increased loss was associated
with $6.0 million in deferred financing costs write-off and loss
on extinguishment of Senior Subordinated Notes, a $3.8 million
increase in depreciation and amortization due to asset additions
(specifically, the conversion of operating leases to capital
leases), a $4.8 million increase in interest expense due to
compound interest associated with the junior subordinated notes
and the accretion of discount and dividends on mandatorily
redeemable preferred stock and an additional week of outstanding
borrowings, a $3.7 million decrease in marketing, general and
administrative costs and a reduction of $2.0 million in operating
lease costs as a result of the conversion to capital leases.
Excluding the deferred financing costs write- off and loss on
extinguishment of Senior Subordinated Notes, the loss from resort
operations was $52.6 million for the 27 weeks ended January 30,
2005 compared to a loss of $53.6 million for the 26 weeks ended
January 25, 2004. The company has provided reconciliations from
GAAP financial measures to non- GAAP financial measures in the
tables following this discussion.

The loss from real estate operations was $1.3 million for the 27
weeks ended January 30, 2005 compared with a loss of $9.4 million
for the 26 weeks ended January 25, 2004. The decrease in the loss
was largely due to the reduced interest expense from the
previously mentioned credit facility restructuring.

Headquartered in Park City, Utah, American Skiing Company --
http://www.peaks.com/-- is one of the largest operators of alpine
ski, snowboard and golf resorts in the United States.  Its resorts
include Killington and Mount Snow in Vermont; Sunday River and
Sugarloaf/USA in Maine; Attitash Bear Peak in New Hampshire;
Steamboat in Colorado; and The Canyons in Utah.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2004,
Standard & Poor's Ratings Services withdrew its ratings including
the 'CCC' corporate credit rating on American Skiing Co. following
the completion of the company's refinancing, which replaces its
existing resort credit facility and its 12% senior subordinated
notes with a new $230 million senior secured credit facility.  The
new facility consists of a $125 million first lien loan (including
a $40 million revolving credit line) due November 2010 and a
$105 million second lien term loan due 2011.  The company also
exchanged its 10.5% repriced convertible exchangeable preferred
stock for junior subordinated debt due 2012, and it extended the
maturity of its existing $18 million in junior subordinated notes
to 2012.


AMERIQUEST MORTGAGE: Fitch Puts Low-B Ratings on Two Cert. Classes
------------------------------------------------------------------
Ameriquest Mortgage Securities Inc. asset-backed pass-through
certificates are rated by Fitch Ratings:

     -- 2005-R2 $967.8 million publicly offered classes A-1A
        through A-3D 'AAA';

     -- $31.20 million class M-1 certificates 'AA+';

     -- $49.80 million class M-2 certificates 'AA';

     -- $16.80 million class M-3 certificates 'AA-';

     -- $28.80 million class M-4 certificates 'A+';

     -- $16.80 million class M-5 certificates 'A';

     -- $12 million class M-6 certificates 'A-';

     -- $19.20 million class M-7 certificates 'BBB+';

     -- $9 million class M-8 certificates 'BBB';

     -- $13.20 million class M-9 certificates 'BBB';

     -- $7.80 million privately offered class M-10 'BB+';

     -- $12 million privately offered class M-11 'BB'.

Credit enhancement -- CE -- for the 'AAA' rated class A
certificates reflects the 19.35% subordination provided by classes
M-1 through M-11, monthly excess interest, and initial
overcollateralization -- OC -- of 1.30%.

CE for the 'AA+' rated class M-1 certificates reflects the 16.75%
subordination provided by classes M-2 through M-11, monthly excess
interest, and initial OC.

CE for the 'AA' rated class M-2 certificates reflects the 12.60%
subordination provided by classes M-3 through M-11, monthly excess
interest, and initial OC.

CE for the 'AA-' rated class M-3 certificates reflects the 11.20%
subordination provided by classes M-4 through M-11, monthly excess
interest, and initial OC.

CE for the 'A+' rated class M-4 certificates reflects the 8.80%
subordination provided by classes M-5 through M-11, monthly excess
interest, and initial OC.

CE for the 'A' rated class M-5 certificates reflects the 7.40%
subordination provided by classes M-6 through M-11, monthly excess
interest, and initial OC.

CE for the 'A-' rated class M-6 certificates reflects the 6.40%
subordination provided by classes M-7 through M-11, monthly excess
interest, and initial OC.

CE for the 'BBB+' rated class M-7 certificates reflects the 4.80%
subordination provided by classes M-8 through M-11, monthly excess
interest, and initial OC.

CE for the 'BBB' rated class M-8 certificates reflects the 4.05%
subordination provided by classes M-9 through M-11, monthly excess
interest, and initial OC.

CE for the 'BBB' rated class M-9 certificates reflects the 2.95%
subordination provided by classes M-10 and M-11, monthly excess
interest, and initial OC.

CE for the non-offered 'BB+' class M-10 certificates reflects
2.30% subordination provided by class M-11, monthly excess
interest, and initial OC.

CE for the non-offered 'BB' class M-11 certificates is provided by
monthly excess interest and initial OC.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
Ameriquest Mortgage Company as Master Servicer.  Deutsche Bank
National Trust Company will act as Trustee.

As of the cut-off date, the Group I mortgage loans have an
aggregate balance of $400,015,650.  The weighted average loan rate
is approximately 7.582%.  The weighted average remaining term to
maturity is 353 months.  The average cut-off date principal
balance of the mortgage loans is approximately $162,542.  The
weighted average original loan-to-value -- OLTV -- ratio is 77.67%
and the weighted average Fair, Isaac & Co. -- FICO -- score was
614.  The properties are primarily located in:

          * California (13.16%),
          * Florida (10.38%), and
          * New York (9.32%).

As of the cut-off date, the Group II mortgage loans have an
aggregate balance of $399,949,168.  The weighted average loan rate
is approximately 7.553%.  The weighted average remaining term to
maturity is 352 months.  The average cut-off date principal
balance of the mortgage loans is approximately $151,267.  The
weighted average OLTV ratio is 78.95% and the weighted average
FICO score was 620.  The properties are primarily located in:

          * California (13.30%),
          * Florida (11.69%), and
          * New York (7.45%).

As of the cut-off date, the Group III mortgage loans have an
aggregate balance of $400,035,619.  The weighted average loan rate
is approximately 7.521%.  The weighted average remaining term to
maturity is 356 months.  The average cut-off date principal
balance of the mortgage loans is approximately $234,076.  The
weighted average OLTV ratio is 80.91%, and the weighted average
FICO score was 623.  The properties are primarily located in:

          * California (28.79%),
          * New York (9.25%), and
          * Florida (8.91%).

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company.  Ameriquest Mortgage Company is a specialty
finance company engaged in the business of originating,
purchasing, and selling retail and wholesale subprime mortgage
loans.


ATA AIRLINES: Gets Court Nod to Amend & Assume GATX Aircraft Lease
------------------------------------------------------------------
ATA Airlines, Inc. and its debtor-affiliates sought and obtained
the United States Bankruptcy Court for the Southern District of
Indiana's authority to assume the GATX Third Aircraft Corporation
Amended Lease.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, tells the Court that the Aircraft is important to ATA
Airlines' business plan and future operations.  GATX has agreed
that upon assumption of the Amended Lease, ATA will not be
required to cure any outstanding defaults in rental payments under
the Lease.  GATX will waive any related claims provided that ATA
comply with the terms of the Court-approved Stipulation.

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: Gets Court Nod to Reject O'Hare Airport Agreement
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Indiana gave ATA Airlines, Inc. and its debtor-affiliates
permission to reject a lease agreement for space in the
international terminal at Chicago's O'Hare Airport.

As previously reported, ATA Airlines, Inc., and the City of
Chicago are parties to the Chicago - O'Hare International Airport
International Terminal Use Agreement and Facilities Lease dated
January 1, 1990.  The O'Hare Agreement is set to expire in 2018.
Pursuant to the Agreement, Chicago leased certain facilities and
space at the Chicago O'Hare Airport, and provided the Debtors
certain rights and privileges for utilizing services at the O'Hare
Airport.

However, just prior to the Petition Date, Chicago sent the
Debtors an invoice for obligations under the O'Hare Agreement for
the time period in which the Debtors believed they had been
released from obligations under the O'Hare Agreement.  The
Debtors disputed the bill and the fact of any prior unmet or
ongoing obligations under the O'Hare Agreement.  Chicago asserts
that the O'Hare Agreement remains an executory contract.

The Debtors reserve all rights to prosecute their belief that no
executory contract remains.

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)


ATHLETE'S FOOT: Has Until June 7 to File Chapter 11 Plan
--------------------------------------------------------
Athlete's Foot Stores, LLC, and Delta Pace, LLC, sought and
obtained an extension of their exclusive period to file a chapter
11 plan from the U.S. Bankruptcy Court for the Southern District
of New York.  The Debtors have until June 7, 2005, to file a plan
and until August 8 to solicit acceptances of that plan without
interference from any other party-in-interest.

The Debtors reminded the Court that their efforts are focused on
the liquidation of their assets.  The Debtors also told the Court
that until a claims bar date is established, the Debtors can't
make meaningful disclosure about the claims against their estates
and can't project distribution to creditors.

Company and its debtor-affiliate filed for chapter 11 protection
on December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors.  When the Company filed for
protection from its creditors, it listed total assets of
$33,672,000 and total debts of $39,452,000.


BBI ENTERPRISES: Case Summary & 25 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: BBi Enterprises, L.P.
             aka BBi Enterprises Group
             36800 Woodward Avenue, Suite 200
             Bloomfield Hills, Michigan 48304

Bankruptcy Case No.: 05-46580

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
BBi Enterprises (U.S.), Inc.                     05-46582
BBi Enterprises, Inc.                            05-46583

Type of Business: The Debtor designs, manufactures and supplies
                  thermal and acoustic components to the North
                  American OEM Automotive industry.

Chapter 11 Petition Date: March 4, 2005

Court: Eastern District Of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtors' Counsel: Joseph M. Fischer, Esq.
                  Robert A. Weisberg, Esq.
                  Lawrence A. Lichtman, Esq.
                  Carson Fischer, P.L.C.
                  300 East Maple Road, Third Floor
                  Birmingham, Michigan 48009-6317
                  Tel: (248) 644-4840
                  Fax: (248) 644-1832

                      Estimated Assets       Estimated Debts
                      ----------------       ---------------
BBi Enterprises,      $10 Million to         $10 Million to
L.P.                  $50 Million            $50 Million

BBi Enterprises       $50,000 to             $50,000 to
(U.S.), Inc.          $100,000               $100,000

BBi Enterprises,      $10 Million to         $10 Million to
Inc.                  $50 Million            $50 Million

Debtors' 25 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Johns Manville Corporation    Trade                   $5,315,145
600 Jackson Street
Defiance, OH 43512

AT Plastics, Inc.             Trade                     $946,244
142 Kennedy Road South
Brampton, ON L6W 3G4
Canada

Electro Optica S.A.           Trade                     $693,821
de C.V. (ESOA)
Privada Cumbres de
Acultzingo 202
Los Pirules, Mexico 54040

Freudenberg                   Trade                     $554,084

Freudenberg NonWovens Ltd.
2975 Pembroke Road
Hopkinsville, KY 42240

Freudenberg Spunweb Co.
2514 University Drive
Suite 201
Durham, NC 27704

Freudenberg Vitech L.P.
47960 East Anchor Court
Plymouth, MI 48170

Vita Non Wovens               Trade                     $484,273
9403 Avionics Drive
Fort Wayne, IN 46809

Borden Chemicals, Inc.        Trade                     $401,378
6200 Campground Road
Louisville, KY 40216

Fagadela                      Trade                     $378,534
Fagadela A-Paclite Inc.
1300 South PArker Street
Marine City, MI 48039

Accu-Shape Diecutting Inc.    Trade                     $341,041
4050 Market PLace Drive
Flint, MI

Leigh Fibers Inc.             Trade                     $339,075
1101 Syphrit Road
Welford, SC 29385

Huron Model and Gauge         Trade                     $333,410
95 Washburn Drive
Kitchener, ON N2R 1S1

SY Systems Technologies       Trade                     $324,218
1700 Executive Plaza Drive
Dearborn, MI 48126

Interface Fabric Group        Trade                     $309,767
5300 Corporate Grove
Grand Rapids, MI 49512

Plastech                      Trade                     $305,742
4741 Talon Court SE
Kentwood, MI 49512

Precision Custom              Trade                     $289,308
Coatings
200 Malteses Drive
Totowa, NJ 07512-1404

Transman Logistics            Trade                     $273,785
26000 NOrthline Commence
Drive
Suite 700
Taylor, MI 48180

NYX Inc.                      Trade                     $251,950
38700 PLymouth Road
Livonia, MI 48150

Foamex                        Trade                     $248,989

Foamex Canada Inc.
415 Evans Ave.
Toronto, ON M8W 2T2

Foamex International
28700 Cabot Drive
Suite 500
Novi, MI 48377

Hematite                      Trade                     $230,923
695 Speedvale Avenue
Guelph, ON N1K1E6

CBS Personnel                 Trade                     $227,641
LOCATION 00464
Cincinnati, OH 45264

Honigman Miller Schwartz      Professional              $226,140
and Cohn LLP                  Services
32270 Telegraph Road
Suite 225
Bingham Farms, MI
48025-2457

SCA North American            Trade                     $202,604
PKG Division-Automotive
850 Stephenson Hwy.
Suite 314
Troy, MI 48083

Preferred Sourcing, Inc.      Trade                     $202,029
3802 North 600 West
Greenfield, IN 46140

Eastern Oil Co                Trade                     $197,466
590 S. Paddock
Pontiac, MI 48341

Picqua Materials, Inc.        Trade                     $179,244
1750 W. Statler Road
Piqua, OH 45356

Datong Design                 Trade                     $155,963
415 South West St.
Suite 300
Royal Oak, MI 48067


BEAR STEARNS: S&P Lifts Rating on Two 2002-11 Class Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 34
classes of mortgage pass-through certificates from 10 series
issued by Bear Stearns ARM Trust.  Concurrently, ratings on 414
classes from 31 series are affirmed.

The raised ratings reflect increases in the actual and projected
credit support percentages for the respective classes, in addition
to low delinquencies and realized losses.  The higher credit
support percentages resulted from the shifting interest structure
of the transactions, which have benefited from the significant
paydown of the respective mortgage pools.  As a result, the
projected credit support percentages were, on average, about 2x
the original credit support percentages associated with the raised
ratings.  As of the February 2005 remittance period, the
outstanding pool balances for these transactions ranged from
8.31% (for series 2002-5) to 33.57% (for series 2003-3).  Series
2000-2 had no delinquencies or realized losses to date, whereas
series 2001-4 had total delinquencies of 8.23% and cumulative
realized losses of 0.47%. However, series 2001-4 has not realized
any losses since May 2003.  The other eight transactions all had
total delinquencies of less than 3%, with three realizing losses
to date of less than 0.04% each.

The affirmed ratings reflect adequate actual and projected credit
support percentages for the respective classes, along with low
delinquencies and losses to date.  As of the February 2005
remittance period, series 2002-1 had total delinquencies of
7.35% and cumulative realized losses of 0.09%.  The other
transactions with affirmed ratings had total delinquencies of less
than 3%, and all but series 2002-2 experienced no realized losses.
Series 2002-2 had 0.03% in cumulative realized losses.

Credit support is provided by subordination.  The collateral
consists of adjustable-rate first-lien mortgage loans secured by
one- to four-family residential properties.  The rates on the
mortgage loans are fixed for an initial period of three, five,
seven, or 10 years.  After the initial fixed-rate period, the
rates will adjust semiannually or annually.


                         Ratings Raised

                     Bear Stearns ARM Trust
               Mortgage pass-through certificates

                                             Rating
                  Series    Class      To        From
                  ------    -----      --        ----
                  2000-2    B-2        AA+       AA
                  2000-2    B-3        A+        A
                  2001-4    B-2        AA+       AA-
                  2001-4    B-3        A+        BBB
                  2002-4    B-2        AA+       AA
                  2002-4    B-3        A+        A-
                  2002-5    B-2        AA+       AA
                  2002-5    B-3        AA-       A
                  2002-9    B-2        AA        A+
                  2002-9    B-3        A-        BBB+
                  2002-10   B-1        AAA       AA+
                  2002-10   B-2        AA        A+
                  2002-10   B-3        A-        BBB+
                  2002-11   I-B-1      AA+       AA
                  2002-11   1-B-2      A+        A
                  2002-11   II-B-1     AAA       AA+
                  2002-11   II-B-2     AA        A+
                  2002-11   II-B-3     A-        BBB
                  2002-11   II-B-4     BBB       BB
                  2002-11   II-B-5     BB        B
                  2002-12   I-B-1      AAA       AA+
                  2002-12   I-B-2      AA-       A+
                  2002-12   I-B-3      A-        BBB+
                  2002-12   II-B-1     AA+       AA
                  2002-12   II-B-2     A+        A
                  2002-12   II-B-3     BBB+      BBB
                  2003-1    M          AAA       AA+
                  2003-1    B-1        AA+       AA
                  2003-1    B-2        AA        A
                  2003-1    B-3        BBB+      BBB
                  2003-3    B-1        AA+       AA
                  2003-3    B-2        A+        A
                  2003-3    B-3        BBB+      BBB


                         Ratings Affirmed

                     Bear Stearns ARM Trust
                Mortgage pass-through certificates

     Series    Class                                       Rating
     ------    -----                                       ------
     2000-2    A-1, A-2, B-1                               AAA
     2001-4    I-A, II-A, B-1                              AAA
     2002-1    I-A, II-A, III-A                            AAA
     2002-1    B-1                                         AA
     2002-1    B-2                                         A
     2002-1    B-3                                         BBB
     2002-2    I-A, II-A, III-A                            AAA
     2002-2    B-1                                         AA
     2002-2    B-2                                         A
     2002-2    B-3                                         BBB
     2002-4    A, X, B-1                                   AAA
     2002-5    I-A, II-A, III-A, IV-A1, IV-A2, IV-A3       AAA
     2002-5    IV-A4, IV-A5, IV-X, V-A, VI-A, VII-A, B-1   AAA
     2002-9    I-A, II-A, III-A, III-X, IV-A, A-5          AAA
     2002-10   I-A, II-A-1, II-A-2, II-X, III-A            AAA
     2002-11   I-A-1, I-A-2, I-A-3, I-A-4, II-A-1          AAA
     2002-11   II-A-2, I-M-1                               AAA
     2002-11   I-B-3                                       BBB
     2002-11   I-B-4                                       BB
     2002-11   I-B-5                                       B
     2002-12   I-A-1, I-A-6, I-A-7, I-X-1, I-X-2           AAA
     2002-12   II-A-1, II-A-2, II-X-1, II-A-3              AAA
     2003-1    I-A-1, II-A-1, III-A-1, IV-A-1, V-A-1       AAA
     2003-1    VI-A-1, VII-A-1, VII-A-X, VIII-A-1          AAA
     2003-1    VIII-A-X                                    AAA
     2003-1    B-4                                         BB
     2003-1    B-5                                         B
     2003-2    A-5, X                                      AAA
     2003-3    I-A-1, I-X-A-1, I-A-2, II-A-1, II-X-A-1     AAA
     2003-3    II-A-2, II-X-A-2, II-A-3, II-A-4            AAA
     2003-3    II-A-X-4                                    AAA
     2003-3    III-A-1, III-A-2, III-X-A-2, III-A-3        AAA
     2003-3    III-X-A-3, IV-A-1, II-X-A-3                 AAA
     2003-3    B-4                                         BB
     2003-3    B-5                                         B
     2003-4    I-A-1, I-X-A-1, II-A-1, II-X-A-1            AAA
     2003-4    III-A-1, III-X-A-1                          AAA
     2003-4    B-1                                         AA
     2003-4    B-2                                         A
     2003-4    B-3                                         BBB
     2003-4    B-4                                         BB
     2003-4    B-5                                         B
     2003-5    I-A-1, I-A-2, I-A-3, I-X, II-A-1, II-X      AAA
     2003-5    I-B-1, II-B-1                               AA
     2003-5    I-B-2, II-B-2                               A
     2003-5    I-B-3, II-B-3                               BBB
     2003-5    I-B-4, II-B-4                               BB
     2003-5    I-B-5, II-B-5                               B
     2003-6    I-A-1, I-A-2, I-X-2, I-A-3, I-X-3, II-A-1   AAA
     2003-6    I-B-1, II-B-1                               AA
     2003-6    I-B-2, II-B-2                               A
     2003-6    I-B-3, II-B-3                               BBB
     2003-6    I-B-4, II-B-4                               BB
     2003-6    I-B-5, II-B-5                               B
     2003-7    A-1, I-X, II-A, III-A, IV-A, IV-AM, V-A     AAA
     2003-7    V-X, VI-A, VII-A, VIII-A, IX-A              AAA
     2003-7    B-1                                         AA
     2003-7    B-2                                         A
     2003-7    B-3                                         BBB
     2003-7    B-4                                         BB
     2003-7    B-5                                         B
     2003-8    I-A-1, I-A-2, II-A-1, II-A-2, III-A         AAA
     2003-8    IV-A-1, IV-A-2, V-A                         AAA
     2003-8    B-1                                         AA
     2003-8    B-2                                         A
     2003-8    B-3                                         BBB
     2003-8    B-4                                         BB
     2003-8    B-5                                         B
     2003-9    I-A-1, I-X-1, I-A-2, I-X-2, I-A-3, I-X-3    AAA
     2003-9    II-A-1, II-X-1, II-A-2, II-X-2, II-A-3      AAA
     2003-9    II-X-3, III-A-1, III-X-1, III-A-2, III-A-3  AAA
     2003-9    III-X-3, IV-A-1, IV-X-1                     AAA
     2003-9    B-1                                         AA
     2003-9    B-2                                         A
     2003-9    B-3                                         BBB
     2003-9    B-4                                         BB
     2003-9    B-5                                         B
     2004-1    I-1-A-1, I-1-A-2, I-1-A-3, I-1-X, I-2-A-1   AAA
     2004-1    I-2-A-2, I-2-A-3, I-2-A-4A, I-2-A-4M        AAA
     2004-1    I-2-A-5, I-2-X, I-3-A-1, I-3-A-2, I-3-A-3   AAA
     2004-1    I-3-X, I-4-A-1, I-4-A-2, I-4-X, I-5-A-1     AAA
     2004-1    I-5-A-2, I-5-A-3, I-5-X, I-6-A-1, I-6-X     AAA
     2004-1    I-7-A-1, I-7-X, II-1-A-1, II-1-X, II-2-A-1  AAA
     2004-1    II-3-A-1                                    AAA
     2004-1    I-B-1, II-B-1                               AA
     2004-1    I-B-2, II-B-2                               A
     2004-1    I-B-3, II-B-3                               BBB
     2004-1    I-B-4, II-B-4                               BB
     2004-1    I-B-5, II-B-5                               B
     2004-2    I-1-A, I-2-A-1, I-2-A-2, I-2-A-3, I-2-X     AAA
     2004-2    I-3-A, I-4-A, I-4-A-M, II-1-A, II-1-X       AAA
     2004-2    II-2-A, II-2-X, II-3-A, II-4-A              AAA
     2004-2    I-B-1, II-B-1                               AA
     2004-2    I-B-2, II-B-2                               A
     2004-2    I-B-3, II-B-3                               BBB
     2004-2    I-B-4, II-B-4                               BB
     2004-2    I-B-5, II-B-5                               B
     2004-3    I-A-1, I-A-2, I-A-3, II-A, III-A, IV-A      AAA
     2004-3    B-1                                         AA
     2004-3    B-2                                         A
     2004-3    B-3                                         BBB
     2004-3    B-4                                         BB
     2004-3    B-5                                         B
     2004-4    A-1-A, A-1-B, A-2, A-3, A-4, A-5, A-6       AAA
     2004-4    A-7, X-1                                    AAA
     2004-4    B-1                                         AA
     2004-4    B-2                                         A
     2004-4    B-3                                         BBB
     2004-4    B-4                                         BB
     2004-4    B-5                                         B
     2004-5    I-A, II-A, III-A, IV-A                      AAA
     2004-5    B-1                                         AA
     2004-5    B-2                                         A
     2004-5    B-3                                         BBB
     2004-5    B-4                                         BB
     2004-5    B-5                                         B
     2004-6    I-A-1, I-A-2, II-A-1, II-A-2, III-A         AAA
     2004-6    B-1                                         AA
     2004-6    B-2                                         A
     2004-6    B-3                                         BBB
     2004-6    B-4                                         BB
     2004-6    B-5                                         B
     2004-7    I-A-1, I-A-2, II-A-1, II-X, III-A, IV-A     AAA
     2004-7    B-1                                         AA
     2004-7    B-2                                         A
     2004-7    B-3                                         BBB
     2004-7    B-4                                         BB
     2004-7    B-5                                         B
     2004-8    I-1-A-1, I-1-A-2, I-1-A-3, I-2-A-1          AAA
     2004-8    I-3-A-1, I-4-A-1, II-A-1                    AAA
     2004-8    I-B-1, II-B-1                               AA
     2004-8    I-B-2, II-B-2                               A
     2004-8    I-B-3, II-B-3                               BBB
     2004-8    I-B-4, II-B-4                               BB
     2004-8    I-B-5, II-B-5                               B
     2004-9    I-1-A-1, I-1-X-1, I-2-A-1, I-2-A-2          AAA
     2004-9    I-2-A-3, I-2-X-1, I-3-A-1, II-1-A-1         AAA
     2004-9    II-2-A-1, II-3-A-1, II-A-4-1                AAA
     2004-9    I-B-1, II-B-1                               AA
     2004-9    I-B-2, II-B-2                               A
     2004-9    I-B-3, II-B-3                               BBB
     2004-9    I-B-4, II-B-4                               BB
     2004-9    I-B-5, II-B-5                               B
     2004-10   I-1-A-1, I-2-A-1, I-2-X-1, I-2-A-2          AAA
     2004-10   I-2-X-2, 1-2-A-3, I-2-X-3, I-2-A-4          AAA
     2004-10   I-2-A-5, I-2-A-6, I-3-A-1, I-4-A-1          AAA
     2004-10   I-5-A-1, II-1-A-1, II-2-A-1, II-3-A-1       AAA
     2004-10   III-1-A-1, III-2-A-1                        AAA
     2004-10   I-M-1, I-B-1                                AA+
     2004-10   I-B-2, II-B-1, III-B-1                      AA
     2004-10   I-B-3                                       A+
     2004-10   II-B-2, III-B-2                             A
     2004-10   I-B-4, II-B-3, III-B-3                      BBB
     2004-10   I-B-5, II-B-4, III-B-4                      BB
     2004-10   I-B-6, II-B-5, III-B-5                      B
     2004-11   I-A-1, II-A-1, III-A-1, IV-A-1              AAA
     2004-11   M-1                                         AA+
     2004-11   B-1                                         AA
     2004-11   B-2                                         A
     2004-11   B-3                                         BBB
     2004-11   B-4                                         BB
     2004-11   B-5                                         B
     2004-12   I-A-1, I-X-1, II-A-1, II-X-1, II-A-2        AAA
     2004-12   II-X-2, II-A-3, II-X-3, III-A-1, IV-A-1     AAA
     2004-12   M-1, B-1                                    AA+
     2004-12   B-2                                         AA
     2004-12   B-3                                         A
     2004-12   B-4                                         BBB
     2004-12   B-5                                         BB
     2004-12   B-6                                         B


BLOCKBUSTER: Fitch Affirms Ratings After Withdrawing Bid for HEI
----------------------------------------------------------------
Fitch Ratings has removed Blockbuster Inc. from Rating Watch
Negative.  The 'BB' senior secured and 'B+' senior subordinated
ratings have been affirmed by Fitch.  The Rating Outlook is
Stable.  Approximately $1.1 billion of debt is affected by Fitch's
action.

The action follows Blockbuster's announcement that the company has
withdrawn its $1.3 billion takeover bid for rival video-store
chain Hollywood Entertainment Inc. due to regulatory concerns.
The company was placed on Rating Watch Negative on Nov. 11, 2004,
reflecting the potential for meaningfully higher leverage for
Blockbuster due to the potential debt-financed transaction.

The ratings continue to reflect the $1.1 billion of debt that
Blockbuster incurred to finance its split off from Viacom Inc.,
which was completed in October 2004.  As a result of the
transaction, credit protection measures weakened considerably.
Total adjusted debt (total debt plus 8 times rents) to EBITDAR
increased to 5.4x for the year ended Dec. 31, 2004, from 3.7x at
year-end 2003.  EBITDAR to interest plus rents slightly worsened
during this period as well, to 1.8x from 2.1x.

The long-term risk of competing technologies remains a concern,
particularly video-on-demand -- VOD, pay-per-view -- PPV, and
internet-based delivery services, which all result in easier
access to home video rental for the end-user.  The rising sale of
DVDs has also negatively affected the rental market.  Due to this
increasing competition, the company has undertaken various new
initiatives that include in-store and internet-based subscription
services for DVDs, video game subscriptions, and the elimination
of late fees on video rentals.  Fitch will continue to monitor the
impact these new initiatives have on the company's margins, its
leadership position in video rentals, and the long-term growth
potential in other areas such as merchandise and video games.

The ratings are supported by Blockbuster's leading market position
in the highly competitive/fragmented and mature home entertainment
industry and its strong global brand name recognition, as well as
its high cash flow generating ability.  Blockbuster's leading 39%
market share in the U.S. movie rental industry provides it with
economies of scale not afforded to its smaller competitors.  Fitch
will monitor the impact an expected purchase of Hollywood by Movie
Gallery Inc. (which would combine the second and third largest
video rental chains) will have on Blockbuster's competitive
position within the industry.


BROWARD COUNTY ARCHEOLOGY: Plan for Graves Museum is Confirmed
--------------------------------------------------------------
The Honorable Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for
the Southern District of Florida put his stamp of approval on the
Second Amended Chapter 11 Plan of Reorganization proposed by
Soneet R. Kapila at Kapila & Company, the chapter 11 trustee
overseeing the shutdown of the Graves Museum of Archaeology and
Natural History in Dania Beach, Florida.

In July 2004, the Chapter 11 Trustee closed the museum, sold the
two-story building that housed the collection, and proposed a plan
that would repay about 80 cents-on-the-dollar to unsecured
creditors owed about $1 million.

The museum's collection is being distributed to six Broward
Community College campuses, the Fort Lauderdale's Museum of
Discovery & Science, and Florida State University in Tallahassee.
The collection includes duck-billed dinosaur bones, pre-Colombian
artifacts, silk robes worn by the last emperor of China, and 6th
and 7th-century samurai swords.

Broward County Archeological Society, Inc., which operated the
Graves Museum of Archaeology and Natural History in Dania Beach,
Florida, filed for chapter 11 protection on June 25, 2004 (Bankr.
S.D. Fla. Case No. 04-24068).  Paul F. Angueira, Esq., at Lubell &
Rosen, P.A., represents the Debtor.  Michael R Bakst, Esq., at
Elk, Bankier, Christu & Bakst LLP, represents the Chapter 11
Trustee.


CARILLON HOLDING: Moody's Reviews Junk Rating & May Downgrade
-------------------------------------------------------------
Moody's Investors Service announced today that it has taken action
on notes issued by Carillon Holding, Limited, a collateralized
debt obligation issuance.

The tranches affected are:

   (1) U.S.$85,000,000 (current balance of $29,667,494) Class II
       Senior Floating Rate Notes Due 2008, currently rated A1,
       have been placed on watch for possible upgrade;

   (2) U.S.$11,000,000(current balance of $11,000,000) Second
       Priority Senior Fixed Rate Notes Due 2008, currently
       rated B1, have been placed on watch for possible upgrade;
       and

   (3) US $4,500,000 Senior Subordinated Fixed Rate Notes Due
       2008, currently rated Caa2, have been placed on watch for
       possible downgrade.

According to Moody's, the rating action on the Class II Senior
Floating Rate Notes and the Second Priority Senior Fixed Rate
Notes is due to the continuing amortization of the transaction
since the end of the reinvestment period in October 1999.

The rating action on the Senior Subordinated Fixed Rate Notes is a
result of overall deterioration in credit quality of the
collateral pool, and par losses due to defaults.

Rating Action: Watchlist

Issuer: Carillon Holding, Ltd.

Tranche: U.S.$85,000,000 (current balance of $29,667,494) Class II
         Senior Floating Rate Notes Due 2008

   * Prior Rating: A1
   * Current Rating: A1 on watch for possible upgrade

Tranche: U.S.$11,000,000(current balance of $11,000,000) Second
Priority Senior Fixed Rate Notes Due 2008

   * Prior Rating: B1
   * Current Rating: B1 on watch for possible upgrade

Tranche: U.S.$4,500,000 Senior Subordinated Fixed Rate Notes Due
2008

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


CATHOLIC CHURCH: US Trustee Balks at Tucson's Disclosure Statement
------------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14, wants
the Diocese of Tucson to deliver copies of the Settlement Trust
and Litigation Trust.  The U.S. Trustee explains that the two
documents are very critical.  The documents contain important
information, like the criteria for each of the four tort claimant
tiers, and are essential to a proper understanding of the
Diocese's Plan of Reorganization.

The U.S. Trustee also wants Tucson to disclose the criteria to be
used by the Bankruptcy Court in determining the allocations
between the two trusts.  Tucson should also explain its
justification for failing to include the Unknown Claims
Representative and the Guardian ad Litem in devising the proposed
allocation scheme.  It also must identify the trustees of the
Settlement and Litigation Trusts, and explain how the trustees
will be or have been chosen.

The Disclosure Statement, the U.S. Trustee tells Judge Marlar,
contains many flaws.  It is unclear how certain important aspects
of the Plan are to be implemented.  The Disclosure Statement
simply indicates that a number of issues will be resolved "as part
of the confirmation process."  The U.S. Trustee wants Tucson to
fully describe these processes and their implementation:

   a.  The allocation of assets between the Settlement and
       Litigation Trusts is to be determined by the Bankruptcy
       Court "as part of the confirmation process."

   b.  Allowance of tort claims in the Settlement Trust are to
       be evaluated and determined by a Special Master proposed
       by the Diocese, the Committee and other interested parties
       and selected by the Bankruptcy Court "as part of the
       confirmation process."

   c.  The recoveries within a tier will be submitted by the
       Diocese prior to the final hearing on the Disclosure
       Statement and approved by the Bankruptcy Court "as part of
       the confirmation process."

   d.  The reserve for future claims and minors in the Settlement
       Trust is to be based upon a formula determined by the
       Bankruptcy Court "as part of the confirmation process."

   e.  The amount of funds in the Litigation Trust is to be
       allocated by the Bankruptcy Court "as part of the
       confirmation process."

The U.S. Trustee also contends that the Disclosure Statement does
not explain the difference between Class 8 and Class 9 tort
claims, which justifies the disparity in how these two classes of
tort claims are paid, other than the fact that one class is
covered by insurance and the other is not.  Tucson also failed to
explain how the Plan does not discriminate unfairly within the
meaning of Section 1129(b)(1) of the Bankruptcy Code, in view of
the fact that Class 6 Parish Unsecured Claims are to be paid in
full with interest, and Class 7 General Unsecured Claims are to be
paid in full with interest, but other unsecured claims -- like the
Class 9 Tort Claimants -- are being paid less than the full
principal amounts of their claims.

The "permanent channeling injunction" and its effect should be
clearly explained in plain English.  Tucson should specify exactly
who receives the benefit of this "injunction" and why, the amounts
to be paid and how those amounts are determined.

The Disclosure Statement does not provide a justification for
releasing from liability virtually everyone associated with the
case for anything other than willful misconduct.  The U.S.
Trustee wants Tucson to be more explicit as to:

   a.  how the releases would benefit the estate, and what
       consideration, if any, would be received in return for the
       releases;

   b.  why the releases include the attorneys and other
       professionals in the case, as distinguished from the
       Diocese and its principals and employees; and

   c.  why the releases include gross negligence?

Tucson also should provide a better description of the value of
the insurance actions, one of the Debtor's assets, and its
estimated value.

"Even if a precise valuation is not possible, creditors are still
entitled to some sort of an estimate or range as to what the
potential recovery might be, so that they can vote intelligently
on the plan," the U.S. Trustee says.

The Debtor should also explain how a claims bar date will apply to
those with unknown claims, like those with "repressed memory," as
well as describe its efforts to estimate the number and magnitude
of the tort claims of unknown claimants.

Tucson must also set forth the amounts of claims against the
estate.  The U.S. Trustee points out that the case is now six
months old.  Many proofs of claim have been filed and there have
been many discussions between the Diocese and tort claimants or
their counsel.

"Surely, some information in this regard can be provided, such as
the number of tort proofs of claims which have been filed and the
dollar amount of claims (if any) made in such proofs of claim or
made in related litigation," the U.S. Trustee tells the Court.

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)


CEATECH USA: Case Summary & 60 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Ceatech USA, Inc.
             1000 Bishop Street, Suite 303
             Honolulu, Hawaii 96813

Bankruptcy Case No.: 05-00687

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Hawaii High Health Seafood Corp.           05-00688
      C.E.A. Tech HHGI Breeding Corp.            05-00689
      Sunkiss Shrimp Co., Ltd.                   05-00690
      Cea Tech Plantations, Inc.                 05-00691

Type of Business: The Debtor operates shrimp farming facilities
                  located at Kekaha on the island of Kaua'i.
                  See: http://www.ceatech.com/

Chapter 11 Petition Date: March 22, 2005

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Jerrold K. Guben, Esq.
                  Reinwald O'Connor & Playdon
                  733 Bishop St., Fl. 24
                  Honolulu, Hawaii 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628

                          Estimated Assets     Estimated Debts
                          ----------------     ---------------
Ceatech USA, Inc.         $500,000 to          $1 Million to
                          $1 Million           $10 Million

Hawaii High Health        $500,000 to          $1 Million to
Seafood Corp.             $1 Million           $10 Million

C.E.A. Tech HHGI          $500,000 to          $1 Million to
Breeding Corp.            $1 Million           $10 Million

Sunkiss Shrimp Co.,       $500,000 to          $1 Million to
Ltd.                      $1 Million           $10 Million

Cea Tech Plantations,     $500,000 to          $1 Million to
Inc.                      $1 Million           $10 Million


A. Ceatech USA, Inc.'s 10 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Nossaman, Guthner                              $34,159
Knox & Elliot LLP
445 S. Figueroa, 31st Floor
Los Angeles, CA 90071-1602

Robert Greenspan                               $20,804
300 Corporate Pointe, #375
Culver City, CA 90230

CKS Business Services Inc.                     $15,145
300 Esplandada Drive, #250
Oxnard, CA 93036

Aon Risk Services                              $14,739

Price Waterhouse-Coopers LLP                    $7,244

Frascona Joiner Goodman                         $3,874
& Greenstein

U.S. Stock Transfer Corp.                       $3,549

Stephanie Horowitz & Assoc.                     $1,150

Best Software Inc.                                $306

WKF Inc.                                          $225

B. Hawaii High Health Seafood Corp.'s 19 Largest Unsecured
   Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
BOC Gases Gaspro                               $30,597
3990 Rice Street
Lihue, HI 96766

Department of Finance                          $29,804
Treasury Division
4444 Rice Street
Lihue, HI 96766

United Rim Transport                           $26,042
2298 Alahao Place
Honolulu, HI 96819

Aloha Airlines, Inc.                           $24,565

XPEDX                                          $12,682

Bonar Plastics                                  $8,265

Hawaii State Tax Collector                      $8,252
Kauai District Office

Seattle-Tacorna Box                             $6,887
Company

Hanapepe Ice                                    $6,454

Kapaa Ice Co., Inc.                             $4,914

United Cold Storage                             $4,772

Stevens Air Transport                           $3,729

Standard Marine Supple Corp.                    $2,735

Silliker Inc.                                   $1,300

Ventures Associates                             $1,205

Hale Kauai                                      $1,064

Commodity Forwarders                              $979

Aquatic ECO=Systems                               $469

Lord's Electric                                   $250

C. C.E.A. Tech HHGI Breeding Corp.'s 11 Largest Unsecured
   Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Reed Mariculture, Inc.                         $24,742
511 Pamlar Avenue, #C
San JOse, CA 95128

Mike's Bait Service                            $16,270
801 Brandy Farm Lane
Gambrills, MD 21054

San Francisco Bay Br.                           $5,205
8239 Enterprise Drive
Newark, CA 94560

Hawaii Tax Collector                            $1,909

Pacific Cap Credit Hawaii                       $1,500

Kauai Automated Fuels                           $1,490

University of Arizona                           $1,260

Lord's Electric                                   $650

Director of Finance                               $619
Country of Kauai Real Property

United Airlines                                   $159

Jimmy's Sales                                      $70

D. Cea Tech Plantations, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Roger Taniguchi Inc.                          $434,500
PO Box 3994
Lihue, HI 96766

Burris Mill & Feed                            $280,780
1012 Pearl Street
Franklinto, AL 70438

Hess Microgen LLC                             $171,891
12 Industrial Parkway, Unit B
Carson City, NV 89706

Pacific Machinery                              $83,455

Kauai Petroleum Co.                            $53,701

Lord's Electric                                $44,149

Parsons Brinkerhoff                            $24,820

Marine Research Consultants                    $17,052

Hawaii State Tax Collector                     $11,869
Kauai District Office

Department of Agriculture                      $10,960
Kekaha Agricultural Park

Service Rentals                                 $8,956

Director of Finnace                             $6,605
State of hawaii ADC

Pacific Service                                 $6,099
& Development

Senter Petroleum                                $5,965

Kauai Veteran's Exp.                            $5,386

Sunwell Technologies                            $4,812

Pacific Cap Credit                              $4,500

Director of Finance                             $3,232
Treasury Division

Kauai Automated Fuels                           $2,961
Network

Sako Electric Corp.                             $2,200


CENTENNIAL COMMS: Will Redeem $40 Mil. of 10-3/4% Sr. Sub. Notes
----------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) will redeem $40
million of its $185 million outstanding 10-3/4% percent senior
subordinated notes due December 15, 2008.  The redemption will be
on April 25, 2005, at 103.583 percent.

                        About Centennial

Centennial Communications (NASDAQ: CYCL), based in Wall, New
Jersey, is a leading provider of regional wireless and integrated
communications services in the United States and the Caribbean
with over 1 million wireless subscribers.  The U.S. business owns
and operates wireless networks in the Midwest and Southeast
covering parts of six states.  Centennial's Caribbean business
owns and operates wireless networks in Puerto Rico, the Dominican
Republic and the U.S. Virgin Islands and provides facilities-based
integrated voice, data, video and Internet solutions.  Welsh,
Carson Anderson & Stowe and an affiliate of the Blackstone Group
are controlling shareholders of Centennial.  For more information
regarding Centennial, visit http://www.centennialwireless.com/
http://www.centennialpr.com/and http://www.centennialrd.com/

                            *  *  *

As previously reported in Troubled Company Reporter, Moody's
Investors Service placed the ratings of Centennial Communications
Corp., and its subsidiary, Cellular Operating Company, on review
for possible upgrade.  The review is based on the continued good
operating and financial performance of the company as well as the
reduction of debt with the proceeds from the sale of the cable
television assets.

The ratings placed on review are:

   -- Senior implied B3
   -- Issuer rating:
      -- Senior secured bank credit facility B2
      -- 10.125% Senior Notes due 2013 Caa1
      -- 8.125% Senior Notes due 2014
      -- 10.75% Senior Subordinated Notes due 2008


CHC HELICOPTER: Shareholders Approve Two-for-One Stock Split
------------------------------------------------------------
CHC Helicopter Corporation's (TSX: FLY.SV.A and FLY.MV.B; NYSE:
FLI) shareholders approved the subdivision of CHC's issued and
unissued Class A Subordinate Voting Shares, Class B Multiple
Voting Shares and Ordinary Shares, all on a two for one basis.
Articles of amendment reflecting the subdivision were filed with
Industry Canada.

Shareholders of Record on April 14, 2005, will receive
certificates for the additional shares to which they are entitled
as a result of the subdivision.  These certificates will be mailed
April 20, 2005.

It is expected that Class A Subordinate Voting Shares and Class B
Multiple Voting Shares listed on the Toronto Stock Exchange will
commence trading on a post-split basis on April 12, 2005.  Based
on a distribution date of April 20, 2005, Class A Subordinate
Voting Shares listed on the New York Stock Exchange will commence
trading on a post-split basis on April 21, 2005.

As a result of the subdivision, CHC's annual dividend will change
from 60 cents per share to 30 cents per share, payable at 7.5
cents per quarter on a post-split basis.

The subdivision will increase the number of Class A Subordinate
Voting Shares outstanding from approximately 18,414,000 to
36,828,000; the number of Class B Multiple Voting Shares
outstanding from approximately 2,933,000 to 5,866,000; and the
number of Ordinary Shares from 11,000,000 to 22,000,000.

CHC Helicopter Corporation is the world's largest provider of
helicopter services to the global offshore oil and gas industry,
with aircraft operating in more than 30 countries and a team of
approximately 3,400 professionals worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 17, 2005,
Moody's Investors Service assigned a B2 rating to CHC Helicopter
Corporation's proposed US$100 million senior subordinated note
add-on to the existing 7.375% senior subordinated notes issue
while affirming the Ba3 senior implied rating.  However, the
outlook is changed to stable from positive to accommodate the
company's growth leverage back to historical levels and that is
considered full for the Ba3 senior implied rating and no longer
supportive of a positive outlook.  Moody's notes that the
increased debt beyond what was utilized for the strategic
Schreiner acquisition has funded the company's aircraft fleet
expansion and growth of its repair and overhaul business.

Moody's rating actions for CHC Helicopter are:

   * assigned B2 --  CHC's proposed US$100 million add-on senior
                     sub notes

   * affirmed B2 --  CHC's existing US $250 million senior sub.
                     notes due 2014

   * affirmed Ba3 -- CHC's senior implied rating

   * affirmed B1 --  CHC's issuer rating


CMS ENERGY: Plans to Sell 16 Million Common Shares in Public Offer
------------------------------------------------------------------
CMS Energy (NYSE: CMS) intends to offer 16 million shares of
common stock to the public under the Company's currently effective
shelf registration statement.  The underwriters will be granted an
option to purchase an additional 2.4 million shares of the
Company's common stock to cover over-allotments.

Bookrunning managers for the offering are Citigroup Global Markets
Inc., J.P. Morgan Securities Inc., Deutsche Bank Securities Inc.,
and Wachovia Capital Markets, LLC. Co-managers for the offering
are Goldman, Sachs & Co., KeyBanc Capital Markets, a division of
McDonald Investments Inc., and Wells Fargo Securities, LLC.

A preliminary prospectus supplement related to the offering is
filed with the U.S. Securities and Exchange Commission.  Copies of
the preliminary prospectus supplement may be obtained from the
offices of Citigroup Global Markets Inc., Brooklyn Army Terminal
140 58th Street, 8th Floor, Brooklyn, N.Y. 11220, J.P. Morgan
Securities Inc., Chase Distribution & Support Service, 1 Chase
Manhattan Plaza, Floor 5B, New York, N.Y. 10081, Deutsche Bank
Securities Inc., 60 Wall St., Equity Capital Markets, 4th Floor,
New York, N.Y. 10005, or Wachovia Capital Markets, LLC, 7 St. Paul
Street, 1st Floor, Baltimore, MD, 21202.

This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any state. The offering may be made
only by means of a prospectus and related prospectus supplement.

                        About the Company

CMS Energy is an integrated energy company, which has as its
primary business operations an electric and natural gas utility,
natural gas pipeline systems, and independent power generation.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2005,
Fitch assigned a 'B+' rating to CMS Energy Corp.'s $150 million
issuance of 6.30% senior unsecured notes, due 2012.  Proceeds from
the issuance will be used to refinance higher cost debt and for
general corporate purposes.  The Rating Outlook is Positive.

The current ratings for CMS take into consideration the reduced
business risk, improved access to capital markets, and lower
levels of parent and consolidated debt as a result of management
actions over the past two years.  The ratings also recognize CMS'
ownership of a regulated utility, Consumers Energy (Consumers,
senior secured rating of 'BBB-', Stable Outlook by Fitch).  CMS is
strongly dependent on cash flow from Consumers to service parent
debt obligations. Consumers benefits from relatively stable and
predictable cash flows, as well as sound electric and gas
distribution franchises.


COLTS 2005-1: Moody's Assigns Ba1 Rating to $10.6M Interest Notes
-----------------------------------------------------------------
Moody's Investors Service announced today that it has assigned
ratings to four classes of notes issued by Colts 2005-1 Ltd, a
middle-market loan collateralized loan obligation transaction.

Moody's assigned these ratings:

   * Aaa to the U.S. $279,000,000 Class A-1 Floating Rate
     Commercial Notes;

   * Aaa to the U.S. $11,083,333 Class A-2 Revolving Floating Rate
     Commercial Notes;

   * Aa2 to the U.S. $23,251,000 Class B Floating Rate Deferrable
     Interest Notes;

   * A2 to the U.S. $31,705,000 Class C Floating Rate Deferrable
     Interest Notes;

   * Baa2 to the U.S. $25,364,000 Class D Floating Rate Deferrable
     Interest Commercial Notes;  and

   * Ba1 to the U.S. $10,568,000 Class E Floating Rate Deferrable
     Interest Notes.

The notes are backed by a pool of primarily floating rate
commercial loans originated, acquired, or underwritten by Wachovia
Bank, National Association or its strategic partners to privately
held companies.  The obligors under the loans are engaged in
various types of businesses such as healthcare, finance, business
services, manufacturing and media.  Wachovia Bank will be
servicing the loans for the transaction.

According to Moody's, the ratings are based primarily on the
expected loss posed to noteholders relative to the promise of
receiving the present value of such payments.  Moody's also
analyzed the risk of diminishment of cashflows from the underlying
portfolio due to defaults, the characteristics of the loans and
the transaction's legal.


CROWN CASTLE: Posts $88.1 Million Net Loss in Fourth Quarter
------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) reported results for
the fourth quarter ended Dec. 31, 2004.

Site rental revenue for the fourth quarter of 2004 increased
$12.3 million, or 9.6%, to $139.5 million from $127.3 million for
the same period in the prior year.  Operating loss improved to
$10.9 million in the fourth quarter of 2004 from a loss of
$15.9 million in the fourth quarter of 2003.

Adjusted EBITDA for the fourth quarter of 2004 increased
$10.9 million, or 17.6%, to $72.9 million, up from $62.0 million
for the same period in 2003.  Recurring cash flow, defined as
Adjusted EBITDA less interest expense less sustaining capital
expenditures, was $28.5 million for the fourth quarter of 2004.
For the fourth quarter of 2004, total capital expenditures were
$14.1 million, comprised of $3.8 million of sustaining capital
expenditures and $10.3 million of revenue generating capital
expenditures.

Net loss was $88.1 million for the fourth quarter of 2004,
inclusive of $39.4 million in losses from the retirement of debt,
compared to a net loss of $162.2 million for the same period in
2003, inclusive of $73.6 million of losses from the retirement of
debt and preferred securities.  Net loss after deduction of
dividends on preferred stock was $97.9 million in the fourth
quarter of 2004, compared to a loss of $172.2 million for the same
period last year. Fourth quarter net loss per share was $(0.44)
compared to a net loss per share of $(0.79) in last year's fourth
quarter.

Site rental revenue for the full year 2004 increased $54.7
million, or 11.3%, to $537.5 million from $482.7 million for the
full year 2003.  Operating loss improved $48.2 million to a loss
of $27.2 million for the full year 2004 from a loss of $75.4
million for the full year 2003.

Adjusted EBITDA for the full year 2004 increased $45.1 million, or
19.1%, to $281.3 million, up from $236.1 million in 2003.
Recurring cash flow was $64.6 million for the full year 2004.  For
the full year 2004, total capital expenditures were $43.3 million,
comprised of $9.8 million of sustaining capital expenditures and
$33.5 million of revenue generating capital expenditures.

Net loss from continuing operations was $306.9 million for the
full year 2004, inclusive of $63.8 million in losses from the
retirement of debt, compared to a net loss from continuing
operations of $464.8 million for the same period in 2003,
inclusive of $119.4 million of losses from the retirement of debt
and preferred securities.  Net income was $235.1 million for the
full year 2004, inclusive of $542.0 million in income from
discontinued operations and $63.8 million in losses from the
retirement of debt, compared to a net loss of $454.9 million for
the same period in 2003, inclusive of $10.5 million in income from
discontinued operations and $119.4 million in losses from the
retirement of debt and preferred securities.  Net income after
deduction of dividends on preferred stock was $196.5 million in
the full year 2004, inclusive of $542.0 million in income from
discontinued operations and $63.8 million in losses from the
retirement of debt, compared to a loss of $510.8 million for the
same period last year inclusive of $10.5 million in income from
discontinued operations and $121.0 million in losses from the
retirement of debt and preferred securities.  Full year 2004 net
income per share was $0.89, inclusive of $2.45 per share in income
from discontinued operations, compared to a loss per share of
$(2.36) for full year 2003, inclusive of $0.05 per share in income
from discontinued operations.

                        Operating Results

US site rental revenue for the fourth quarter of 2004 increased
$10.5 million, or 8.9%, to $128.8 million, up from $118.3 million
for the same period in 2003.  US site rental gross margin, defined
as site rental revenue less site rental cost of operations,
increased 13.6% to $85.6 million, up $10.3 million in the fourth
quarter of 2004 from the same period in 2003.  Australia site
rental revenue for the fourth quarter of 2004 increased $1.7
million, or 19.0%, to $10.7 million, up from $9.0 million for the
same period in 2003.  Australia site rental gross margin increased
14% to $6.1 million, up $0.7 million in the fourth quarter of 2004
from the same period in 2003. On a consolidated basis, site rental
gross margin increased 13.6% to $91.6 million, up $11.0 million in
the fourth quarter of 2004 from the same period in 2003.

"We are pleased with the significant recurring revenue growth
generated in 2004," stated John P. Kelly, President and Chief
Executive Officer of Crown Castle.  "US site rental revenue
increased approximately $4,100 per site over the past year to an
annualized level of approximately $48,600 per site at year end.
While our 2005 outlook is currently based on a lower level of new
leasing activity than we achieved in 2004, we continue to see
positive signs from our customers in the US, which may result in
additional revenue.  Further, as of January 1, 2005, more than 95%
of Crown Castle's 2005 outlook for site rental revenue was under
contract, demonstrating the inherent predictability of the tower
business.  I am very pleased with the degree to which we exceeded
our original 2004 financial targets and look forward to further
financial and operational accomplishments in 2005."

"We continue to focus our efforts on maximizing recurring cash
flow per share and exploring opportunities to refinance a
significant portion of our indebtedness," stated Ben Moreland,
Crown Castle's Chief Financial Officer.  "While there can be no
assurances that we will be successful in completing any such
refinancing, we continue to be optimistic that we can lower the
average interest rate of our debt and increase the flexibility of
our investment options through such a refinancing.  If we are able
to achieve a refinancing, we would expect to have increased
flexibility to invest our cash flow in those investments that we
believe will maximize returns to our shareholders, which may
include the purchase of our own securities.  We hope to complete
these refinancing activities during the second quarter."

               Impact of Lease Accounting Changes

As previously announced, Crown Castle reviewed certain non-cash
items relating to its lease accounting practices as a result of a
public letter issued by the SEC to the American Institute of
Certified Public Accountants on February 7, 2005, clarifying the
interpretation of existing accounting literature applicable to
certain leases and leasehold improvements.  As a result of this
review, Crown Castle adjusted its method of accounting for tenant
leases, ground leases and depreciation.  The corrections were non-
cash adjustments resulting in increases to site rental revenue,
ground rent expense (a component of site rental cost of
operations) and depreciation expense.  The adjustments did not
affect historical or future cash flow or the timing of payments
under related leases.  Moreover, the corrections did not have any
impact on cash balances, compliance with any financial covenant or
debt instrument, or the current economic value of Crown Castle's
leaseholds and its tower assets.

The impact of the changes in the Company's lease accounting in its
reported fourth quarter 2004 results, as compared to the
methodology used to prepare its fourth quarter 2004 Outlook, was
an increase of $1.8 million in site rental revenue ($0.8 million
in the US and $1.0 million in Australia), an increase of $3.8
million in site rental cost of operations ($3.4 million in the US
and $0.4 million in Australia) and a net decrease in Adjusted
EBITDA of $2.0 million.

         Summary of Non-Cash Amounts in Tower Gross Margin

In accordance with applicable accounting standards, the Company
said it recognizes site rental revenues and ground lease expenses
monthly on a straight-line basis, regardless of whether the
receipts and payments are in equal monthly amounts.  Some
agreements provide for rent-free periods at the beginning of the
lease term, while others call for rent to be prepaid for some
period.  If the payment terms call for fixed escalations (as in
fixed dollar or fixed percentage increases), the effect of such
increases is recognized on a straight-line basis over the
appropriate lease term.  As a result of this accounting method, a
portion of the revenue and expense recognized in a given period
represents cash collected or paid in other periods.

                       About the Company

Crown Castle International Corp. -- http://www.crowncastle.com/--  
engineers, deploys, owns and operates technologically advanced
shared wireless infrastructure, including extensive networks of
towers. Crown Castle offers significant wireless communications
coverage to 68 of the top 100 United States markets and to
substantially all of the Australian population. Crown Castle owns,
operates and manages over 10,600 and over 1,300 wireless
communication sites in the U.S. and Australia, respectively.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2005,
Standard & Poor's Ratings Services raised its ratings on Houston,
Texas-based wireless tower operator Crown Castle International
Corporation.  The corporate credit rating was raised to 'B' from
'B-'.  All ratings were removed CreditWatch, where they were
placed with positive implications June 28, 2004.

S&P said the outlook is stable.  As of Sept. 30, 2004, the company
had about $1.9 billion of debt and $508 million of redeemable
preferred stock outstanding.


CUSTOM SERVICES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Custom Services International, Inc.
        1600 State Docks Road
        Eufaula, Alabama 36027

Bankruptcy Case No.: 05-12327

Type of Business: The Debtor provides warehousing services for
                  long & short term periods, third party
                  logistics services, de-vanning for customs
                  inspections, labeling, packaging services, and
                  transportation services.  See
                  http://www.customservicesint.com/

Chapter 11 Petition Date: March 28, 2005

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Ron Schlager, Esq.
                  810 South Casino Center
                  Las Vegas, Nevada 89101
                  Tel: (702) 366-1528

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
   ------                        ---------------    ------------
Lillie C. Thomas                 Unpaid Wages &         $398,707
601 Cherry Street 2G             Expenses
Eufaula, AL 36027
Tel: (334) 695-1451

Michael Brown                    Unpaid Wages &         $214,607
PO Box 97772                     Expenses
Las Vegas, NV 89193
Tel: (702) 498-4645

Computer Associates              Software License       $210,000
PO Box 12001                     Fees
Dallas, TX 75312
Attn: Rosa Salis Rainy
Tel: (702) 383-8888

Unites States Agency for         Unpaid Contract        $172,457
International Development
1300 Pennsylvania Avenue, NW
Washington, DC 20523
Attn: Bruce Baltas
Tel: (202) 712-1202

SSL Americas, Inc.               Unpaid Equipment       $120,000
3585 Engineering Drive           Lease
Suite 200
Norcross, GA 30092
Attn: Robert Kaiser
Tel: (770) 582-2072

Principal Insurance              Insurance Payments      $75,000

Michael Tom                      Accounting Services     $70,000

Reynolds Metals                  Unpaid Stipulated       $54,000
                                 Judgment

Johnstone Adams                  Attorney Fees & Costs   $52,000

Lexington Insurance              Backcharge on           $50,000
                                 Insurance Stipulated
                                 Judgment

Ron Schlager                     Attorney Fees & Costs   $20,000

Dina Browne                      Unpaid Wages            $11,846

Wells Fargo                      Overdrawn Bank          $10,000
                                 Accounts

Jorge Pupo                       Unpaid Wages             $9,231

United Parcel Services           Shipping Charges           $603

Sprint                           Final Telephone Bill       $400

Catherin Pierce v. LMR, CSI      Lawsuit for Damages         $80

Eufaula Staffing                 Lawsuit for Damages          $0

Person v. LMR, CSI               Lawsuit for Damages          $0

Jones v. LMR, CSI                Lawsuit for Damages          $0


DELTA AIR: Inks $300M Maintenance Pact with Air Canada Technical
----------------------------------------------------------------
Air Canada Technical Services, a limited partnership of ACE
Aviation Holdings Inc., has secured an agreement with Delta Air
Lines for the maintenance, repair and overhaul of the Atlanta-
based airline's fleet of more than 200 Boeing 757-200, 767-300 and
767-300ER aircraft.  The exclusive agreement, one of the
industry's largest outsourcing contracts, covers a period of five
years and represents potential revenue to ACTS of approximately
USD$300 million.  Heavy maintenance work will be performed at
ACTS's Vancouver maintenance center beginning in May 2005,
resulting in the creation of approximately 300 jobs there. Delta
Air Lines currently operates 121 Boeing 757s, 28 Boeing 767-300s
and 59 Boeing 767-300ER aircraft.

"The selection of ACTS to perform Delta's heavy maintenance work
on its Boeing fleet is a reflection of Air Canada Technical
Services' worldwide reputation for safety and reliability, and
underscores our cost competitiveness achieved through
restructuring last year," said Robert Milton, Chairman of ACTS,
and Chairman, President and CEO of ACE Aviation Holdings Inc.  "We
look forward to further developing the potential value that ACTS
holds for all stakeholders, including customers such as Delta, one
of the world's leading and largest carriers."

"A major contract such as this, one of the industry's largest,
reflects ACTS's strong reputation for quality service and
technical expertise in a number of fleet types including these
Boeing aircraft," said Bill Zoeller, President and CEO, ACTS.
"Our agreement with Delta Air Lines is consistent with our
business strategy to leverage our MRO expertise, and knowledge of
commercial airline operations, to grow as a stand alone profitable
business."

Air Canada Technical Services, a limited partnership of ACE
Aviation Holdings Inc., the parent company of Air Canada, is a
full-service Maintenance, Repair and Overhaul organization that
provides airframe, engine and component maintenance and various
ancillary services to a wide range of more than 100 global
customers, including Air Canada, Air Canada Jazz, JetBlue, United
Airlines, ABX, Mexicana, Snecma Services, Chromalloy, Lufthansa
Technik, International Lease Finance Corporation (ILFC) and
Canada's Department of National Defence.  Montreal-based ACTS
operates maintenance centers across Canada with a combined
workforce of 3,600 employees and has major bases in Montreal,
Toronto, Winnipeg and Vancouver.

Delta Air Lines -- http://delta.com/-- is the world's second
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 493
destinations in 87 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam,
Northwest Airlines, Continental Airlines and other partners.
Delta is a founding member of SkyTeam, a global airline alliance
that provides customers with extensive worldwide destinations,
flights and services.  At Dec. 31, 2004, Delta's balance sheet
shows $21.8 billion in assets and $27.6 billion in liabilities.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 28, 2005,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of ratings on Delta Air Lines Inc. (CC/Watch
Dev/--) to developing from positive.

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


DELTA FUNDING: Fitch Assigns Junk Ratings on Eight Debt Issues
--------------------------------------------------------------
Fitch Ratings has taken rating action on Delta Funding Corporation
and Renaissance Mortgage Acceptance Corporation (Renaissance)
issues:

   Delta Funding series 1997-2

       -- Classes A-5, A-6, and A-7 affirmed at 'AAA';
       -- Class M-1 downgraded to 'A' from 'AA';
       -- Class M-2 downgraded to 'BB' from 'BBB+';
       -- Class B-3 remains at 'C'.

   Delta Funding series 1997-4 group F

       -- Class M-1F upgraded to 'AAA' from 'AA';
       -- Class M-2F upgraded to 'AA' from 'A';
       -- Class B-1F affirmed at 'BBB'.

   Delta Funding series 1997-4 group A

       -- Class B-1A affirmed at 'BBB'.

   Delta Funding series 1998-1 group 1

       -- Classes A-5F and A-6F affirmed at 'AAA';
       -- Class M-1F upgraded to 'AAA' from AA+';
       -- Class M-2F affirmed at 'A+';
       -- Class B-1F affirmed at 'BBB'.

   Delta Funding series 1998-1 group 2

       -- Class B-1A rated 'B-' is removed from Rating Watch
          Negative and affirmed.

   Delta Funding series 1998-2 group 1

       -- Class M-1F upgraded to 'AAA' from 'AA';
       -- Class M-2F upgraded to 'A+' from 'A';
       -- Class B-1F upgraded to 'BBB+' from 'BBB'.

   Delta Funding series 1998-2 group 2

       -- Class M-2A upgraded to 'AAA' from 'A'
       -- Class B-1A remains at 'CCC'

   Delta Funding series 1999-2

       -- Classes A-1A, A-6F, and A-7F affirmed at 'AAA';
       -- Class M-1 affirmed at 'AA';
       -- Class M-2 affirmed at 'A';
       -- Class B downgraded to 'CC' from 'CCC'.

   Delta Funding series 1999-3

       -- Classes A-1A, A-1F and A-2F affirmed at 'AAA';
       -- Class M-1 affirmed at 'AA';
       -- Class M-2 downgraded to 'BBB' from 'A';
       -- Class B downgraded to 'C' from 'CCC'.

   Delta Funding series 2000-1

       -- Classes A-1A, A-5F and A-6F affirmed at 'AAA';
       -- Class M-1 affirmed at 'AA';
       -- Class M-2 affirmed at 'A';
       -- Class B downgraded to 'CC' from 'B-'.

   Delta Funding series 2000-2

       -- Classes A-1A and A-6F affirmed at 'AAA';
       -- Class M-1 affirmed at 'AA';
       -- Class M-2 downgraded to 'BBB-' from 'A';
       -- Class B remains at 'C'.

   Delta Funding series 2000-3

       -- Classes A-1A and A-6F affirmed at 'AAA';
       -- Class M-1 affirmed at 'AA';
       -- Class M-2 affirmed at 'A';
       -- Class B affirmed at 'B-'.

   Delta Funding series 2000-4

       -- Class A affirmed at 'AAA';
       -- Class M-1 affirmed at 'AA';
       -- Class M-2 downgraded to 'CCC' from 'B';
       -- Class B remains at 'C'.

   Delta Funding series 2001-1

       -- Classes A-1 and A-2 affirmed at 'AAA';
       -- Class M-1 affirmed at 'AA';
       -- Class M-2 affirmed at 'A';
       -- Class B affirmed at 'BBB'.

   Renaissance Mortgage series 2002-1

       -- Classes A-1V and A-2F affirmed at 'AAA';
       -- Class M-1 affirmed at 'AA';
       -- Class M-2 affirmed at 'A';
       -- Class B affirmed at 'BBB'.

   Renaissance Mortgage series 2002-2

       -- Class A affirmed at 'AAA';
       -- Class M-1 affirmed at 'AA';
       -- Class M-2 affirmed at 'A';
       -- Class B affirmed at 'BBB'.

   Renaissance Mortgage series 2002-3

       -- Class A affirmed at 'AAA';
       -- Class M-1 affirmed at 'AA';
       -- Class M-2 affirmed at 'A';
       -- Class B affirmed at 'BBB'.

The underlying collateral of these deals is a mix of both fixed-
and adjustable-rate subprime mortgages.

The affirmations, representing 52 classes, affect approximately
$499 million in principal.  The upgrades, representing seven
classes, affect approximately $59 million in principal, and the
downgrades, representing eight classes, affect around $66.4
million.

The pool factors (principal outstanding as a percentage of the
initial loan pool) on the above referenced transactions range from
3.55% (Delta Funding series 1998-1 group 2) to 36.33% (Renaissance
Mortgage 2002-3).

The upgraded classes reflect positive collateral performance and,
as a result, credit enhancement -- CE -- that ranges from 2 times
initial levels (Delta Funding series 1998-1 group 1) to
approximately 15x initial levels (Delta Funding 1998-2 group 2).

The downgrades reflect substantial reductions in CE, particularly
in the form of overcollateralization -- OC.  All of the pools that
contain downgraded certificates have failed to maintain their
respective OC targets.  In the most severe examples (Delta Funding
series 2000-2 and 2000-4), OC has been exhausted and subordinate
certificates have suffered principal write-downs.

Fitch will continue to closely monitor these deals.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch ratings
web site at http://www.fitchratings.com/


DMX MUSIC: U.S. Trustee Appoints 3-Member Creditors Committee
-------------------------------------------------------------
The United States Trustee for Region 3 appointed three creditors
to serve on the Official Committee of Unsecured Creditors in
DMX Music Inc., and its debtor-affiliates' chapter 11 cases:

   1. Odyssey Technologies, Inc.
      Attn: Mei-Na Wun
      14504 Greenview Drive, Suite 100
      Laurel, Maryland 20708
      Phone: 301-291-6000, Fax: 301-291-6001

   2. Broadcast Music, Inc.
      Attn: Joseph DiMona or John Coletta
      320 West 57th Street
      New York City, New York 10019
      Phone: 212-830-3847, Fax: 212-397-0789

   3. Receivable Management Services
      as agent for United Parcel Service
      Attn: Kelli Bohuslar-Kail, Esq., and Steven D. Sass, Esq.
      9690 Deereco Rd., Suite 200
      Timonian, Maryland 21093
      Phone: 410-453-6533, Fax: 410-453-6558

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 Los Angeles, California, DMX MUSIC, Inc., --
http://www.dmxmusic.com/-- is majority-owned by Liberty Digital,
a subsidiary of Liberty Media Corporation, with operations in more
than 100 countries.  DMX MUSIC distributes its music and visual
services worldwide to more than 11 million homes, 180,000
businesses, and 30 airlines with a worldwide daily listening
audience of more than 100 million people.  The Company and its
debtor-affiliates filed for chapter 11 protection on Feb. 14, 2005
(Bankr. D. Del. Case No. 05-10431).  The case is jointly
administered under Maxide Acquisition, Inc. (Bankr. D. Del. Case
No. 05-10429).  Curtis A. Hehn, Esq., 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 estimated
more than $100 million in assets and debts.


DMX MUSIC: Creditors Committee Taps Drinker Biddle as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of DMX Music Inc.,
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Drinker Biddle &
Reath LLP as its counsel.

Drinker Biddle is expected to:

   a. advise the Committee with respect to its rights, powers, and
      duties in the Debtors' chapter 11 cases;

   b. assist and advise the Committee in its consultations with
      the Debtors relative to the administration of their chapter
      11 cases, including the proposed sale of the their
      businesses as a going concern;

   c. assist the Committee with its investigation of the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtors and of the operation of the Debtors' businesses in
      order to maximize the value of the Debtors' assets for the
      benefit of all creditors;

   d. assist the Committee in its analysis and negotiations with
      the Debtors or any third party concerning matters related
      to the terms of a plan of reorganization or plan of orderly
      liquidation, and in analyzing the claims of creditors and in
      negotiating with those creditors;

   e. assist and advise the Committee with respect to any
      communications with the general creditor body regarding
      significant matters in the Debtors' chapter 11 cases;

   f. commence and prosecute necessary and appropriate actions
      and proceedings on behalf of the Committee, and confer with
      other professional advisors retained by the Committee

   g. review, analyze or prepare, on behalf of the Committee,
      all necessary applications, motions, answers, orders,
      reports, schedules, pleadings and other documents, and
      represent the Committee at all hearings and other
      proceedings;

   h. perform  all other necessary legal services as may be
      requested by the Committee in the Debtors' chapter 11
      proceedings.

Robert K. Malone, Esq., a Partner at Drinker Biddle, reports the
Firm's professionals bill:

      Designation              Hourly Rate
      -----------              -----------
      Partners                 $325 - $500
      Counsel/Associates       $175 - $375
      Paraprofessionals         $75 - $190

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

Headquartered in Los Angeles, California, DMX MUSIC, Inc., --
http://www.dmxmusic.com/-- is majority-owned by Liberty Digital,
a subsidiary of Liberty Media Corporation, with operations in more
than 100 countries.  DMX MUSIC distributes its music and visual
services worldwide to more than 11 million homes, 180,000
businesses, and 30 airlines with a worldwide daily listening
audience of more than 100 million people.  The Company and its
debtor-affiliates filed for chapter 11 protection on Feb. 14, 2005
(Bankr. D. Del. Case No. 05-10431).  The case is jointly
administered under Maxide Acquisition, Inc. (Bankr. D. Del. Case
No. 05-10429).  Curtis A. Hehn, Esq., 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 estimated
more than $100 million in assets and debts.


DOLE FOOD: Moody's Assigns Ba3 Rating to $1 Billion Loan Package
----------------------------------------------------------------
Moody's Investors Service affirmed Dole's B1 senior implied rating
and assigned a Ba3 to the company's planned new senior secured
$300 million revolving credit facilities, $350 million term loan
A, and $350 million term loan B.  Moody's also affirmed its
ratings on Dole's existing debt.  The ratings outlook remains
stable.

Proceeds from the new revolver ($34 million) and term loans
($700 million) are intended to refinance Dole's existing credit
facilities ($388 million outstanding), redeem up to $275 million
of senior unsecured notes, and pay approximately $71 million of
transaction costs, bond tender premium, and repatriation taxes.
The recapitalization will add debt at Dole's foreign subsidiary,
Solvest Ltd, and reduce debt at the US-domiciled Dole Food
Company.

Dole's ratings reflect high financial leverage, combined with
earnings and cash flow sensitivity to uncontrollable factors, such
as varying commodity prices and the impact of weather, disease,
and pests on fruit and vegetable supplies.  Dole also is exposed
to changes in trade regulations and movements in currency exchange
rates.  The ratings, however, gain support from the company's
scale and diversity.  Dole is a well recognized brand name, and
the company has established market positions in a range of fresh
produce and related products around the world.  The impact of the
planned refinancing on overall leverage is marginal.  The
refinancing will increase the level of effective and structural
subordination of Dole's unsecured notes back toward the levels
initially seen when the company was privatized in 2003, and the
notching of the ratings on the credit facilities and debt
securities continues to accommodate the pro forma capitalization
structure.

Moody's assigned these ratings to Dole Food Company and Solvest
Ltd, as co-borrowers:

   1) $150 million senior secured revolving credit,
      maturing 2010 -- Ba3 assigned;

   2) $150 million senior secured multicurrency revolving credit,
       maturing 2010 -- Ba3 assigned;

   3) $350 million (yen denominated) senior secured term loan A,
      maturing 2010 -- Ba3 assigned;  and

   4) $350 million senior secured term loan B,
      maturing 2012 -- Ba3 assigned.

Solvest is expected to be the borrower under the term loans and
the $150 million multicurrency revolving credit.  Dole Food
Company will guarantee Solvest's obligations under the facilities.

Moody's affirmed these ratings:

Dole Holding Company, LLC:

   (1) $150 million second lien term loan, maturing 2010 -- B3;
   (2) Senior implied rating -- B1;  and
   (3) Senior unsecured issuer rating -- B3.

Dole Food Company, Inc.:

   (1) $150 million senior secured revolver, maturing 2008 -- Ba3;

   (2) $175 million senior secured Term Loan E,
       maturing 2008 -- Ba3;

   (3) $400 million 8.625% senior unsecured notes, due 2009 -- B2;

   (4) $400 million 7.250% senior unsecured notes, due 2010 -- B2;

   (5) $475 million 8.875% senior unsecured notes, due 2011 -- B2;

   (6) $155 million 8.75% senior unsecured notes, due 2013 -- B2;

   (7) Senior unsecured shelf -- (P)B3;

   (8) Senior subordinated shelf -- (P)Caa1;  and

   (9) Junior subordinated shelf -- (P) Caa1.

Solvest Ltd:

   (1) $150 million senior secured revolving credit facility,
       maturing 2008 -- Ba3;  and

   (2) $295 million Term Loan D, maturing 2008 -- Ba3.

Moody's will withdraw its ratings on the existing revolving
credits and term loans of Dole and Solvest when the new facilities
are closed.  In connection with the refinancing, Dole has tendered
for up to $275 million of its senior unsecured notes; the tender
offer expires April 14, 2005.

Dole's ratings are constrained by continued high leverage since
the significant increase in debt during 2003 as part of the
leveraged buyout of Dole by its chairman, David Murdock.
Moody's expects leverage to remain high in support of
Mr. Murdock's strategic initiatives, such as construction of a
wellness center and acquisition of other food product lines with
perceived health benefits.

The company's ratings also consider the sensitivity of its
earnings to factors such as commodity input cost volatility (on
items such as fuel, shipping and packaging costs, as well as fruit
and vegetable supplies, which can be impacted by weather, disease,
and pests).  With a large portion of its operations overseas,
Dole's earnings also are exposed to exchange rate fluctuations.

In addition, the business can be affected by changing
international trade regulations, such as current uncertainty about
the specific changes to be made to European banana import
regulations and tariffs, which are scheduled to be adopted in
2006.  The company's overseas farms also can be subject to
political risks, labor issues, and litigation.  Dole has modest
operating margins (about 6%) and returns on assets (operating
income represents about 8% of book assets), and a material
intangible component to its book assets (about 30%), which,
combined with the company's high debt levels restrain financial
flexibility.

The ratings gain support from Dole's large revenue base
($5.3 billion), strong brand name recognition, and established
market positions, supported by a global logistics infrastructure.
The company has product, customer, and geographical diversity.
Demand trends in its major product categories are steady, with
some underlying growth.

Dole sells a range of fresh produce and related products,
including:

   * fresh fruit (67% of revenues);
   * vegetables (17% of revenues);
   * packaged foods (13% of revenues);  and
   * fresh-cut flowers (3% of revenues).

Key products include:

   * Bananas;
   * ready-to-eat salads;
   * iceberg lettuce;
   * canned and fresh pineapple;  and
   * and fruit cups.

Product sales are spread geographically (45% US/Canada, 20%
EuroZone, 13% Japan, 22% elsewhere), and its customer base is
diverse (top ten customers account for about 29% of total sales).

The ratings outlook is stable.

An upgrade is not likely over the near term given current leverage
levels and the expectation that debt-funded acquisition activity
will continue to be a core part of the company's business
strategy.  The stable outlook leaves some modest room for
additional strategic activities by Mr. Murdock, but if
acquisitions or other strategic activity lead to materially
increased business risk and/or if lease adjusted leverage
(including the holding company notes) rises and remains materially
above the pro forma level of 5.1x , the ratings could be pressured
downward.

Longer term, the ratings could be positively affected if Dole were
to materially reduce debt, with an expectation that the consequent
enhancement in financial flexibility would be sustained over time
and free cash flow would remain in the range of 10% of enterprise
debt.

Pro forma for the planned refinancing, Dole's average funded debt
(including the holding company notes) represents 4.6x PF EBITDA.
Taking into account operating leases, however, leverage would be
higher, with lease adjusted debt at about 5.1x lease adjusted
EBITDA.  Free cash flow after capital spending and funding a large
increase in working capital was about 5.5% of debt in 2004 and is
expected to remain in that range over the next year.  The
refinancing reduces interest expense by replacing higher cost debt
with lower cost debt.  Pro forma EBIT coverage of interest is
adequate, at about 2.5x.

The Ba3 rating on Dole's senior secured debt is notched up one
level from the B1 senior implied rating to reflect the priority
position in the company's capital base as senior debt secured by
assets and benefiting from guarantees.  Asset coverage is
adequate, and enterprise value covers the senior secured debt at a
low multiple of EBITDA.  The refinancing shifts debt to Solvest
Ltd., a foreign subsidiary, from Dole Food Company, a US domiciled
entity.

Foreign debt will represent about 34% of debt outstanding, up from
about 8%.  Foreign EBITDA represents about 57% of total EBITDA.
The revolver and term loans at Solvest will be guaranteed by Dole
Holding Company, Dole Food Company, and Dole's domestic and
foreign subsidiaries.  The revolver at Dole Food Company will not
be guaranteed by foreign subsidiaries.  A mechanism in the credit
facilities will provide for pari passu sharing of collateral
between the lenders to Dole Food Company and the lenders to
Solvest.

Dole's B2-rated senior unsecured notes are notched down one level
from the senior implied rating and two levels from the senior
secured ratings to reflect their effective and structural
subordination to the secured term loans and revolver at Solvest.
The notes will have senior subordinated guarantees from Dole's US
subsidiaries but no guarantees from Solvest or Dole's other
foreigh subsidiaries.  The levels of effective and structural
subordination of the notes will increase toward the levels at the
time of Dole's privatization in 2003.  The $1.1 billion of
unsecured notes (assuming tender of $275 million as part of the
refinancing) will be effectively subordinated to about
$835 million of secured debt and capital leases, and structurally
subordinated to about $735 million of Solvest indebtedness.

The B3 rating on Dole Holding Company's term loan is two notches
below Dole's senior implied rating, reflecting its junior position
in Dole's capital structure.  The term loan is secured by a second
lien on the capital stock of Dole Food Company, but is not
guaranteed by Dole Food Company or other subsidiaries.

Dole Food Company, Inc., headquartered in Westlake Village,
California, has revenues of $5.3 billion.


FIRST INTERNATIONAL: Moody's Junks Three Note Classes
-----------------------------------------------------
Moody's Investors Service downgrades 10 classes of notes issued in
six small business loan securitizations originally sponsored by
First International Bank and confirms eight classes at their
current rating.  The notes were placed on review for downgrade on
October 28, 2004 and the current action concludes the review of
the notes.  The downgrades are due to lower-than-expected recovery
rates that are being realized on defaulted loans since the last
rating action taken on the securities.

The complete ratings actions are:

Issuer: First National Bank of New England SBA Loan-Backed
        Trust 1998-1

      * $3.56 million Class A Notes, downgraded to Baa2 from A2
      * $0.40 million Class B Notes, downgraded to B2 from Ba2

Issuer: First International Bank Trust 1999-1

      * $9.43 million Class A Notes, downgraded to Baa2 from A3
      * $0.84 million Class M Notes, rating confirmed at B2
      * $0.21 million Class B Notes, rating confirmed at B3

Issuer: First International Bank Trust 2000-1

      * $12.23 million Class A Notes, downgraded to B2 from Ba2
      * $1.84 million Class M Notes, downgraded to Ca from Caa2

Issuer: First International Bank Trust 2000-2

      * $10.66 million Class A Notes, rating confirmed at Baa1
      * $0.92 million Class M Notes, rating confirmed at Ba2

Issuer: FNBNE Business Loan Trust 1998-A

      * $7.70 million Class A Notes, downgraded to A2 from Aa3
      * $0.45 million Class M-1 Notes, rating confirmed at Baa2
      * $0.45 million Class M-2 Notes, rating confirmed at Ba1

Issuer: FIB Business Loan Trust 1999-A

      * $10.57 million Class A Notes, downgraded to A2 from A1
      * $0.49 million Class M-1 Notes, rating confirmed at Baa2
      * $0.49 million Class M-2 Notes, rating confirmed at Ba3

Issuer: FIB Business Loan Trust 2000-A

      * $16.0 million Class A Notes, downgraded to B2 from Ba2
      * $1.34 million Class M-1 Notes, downgraded to Ca from Caa2
      * $1.48 million Class M-2 Notes, downgraded to C from Caa3

FIB's pools have been adversely impacted by the recession in the
manufacturing sector which began in the fourth quarter of 2000.
Most affected are the 2000-1 and 2000-A transactions, which have
delinquencies over 60 days of 24% and 18%, respectively as of the
February 2005 distribution date.  The Class A securities in both
transactions are downgraded to B2, based on the remaining excess
spread available.  Recoveries on defaulted collateral have been
lower than expected in both deals at 31% and 27% for the 2000-1
and 2000-A transactions, respectively.  Collateral generally
consists of a mix of equipment and real estate.

The remaining five securitizations are performing better than the
2000-1 and 2000-A deals, but are performing worse than expected at
the time of the original ratings.  For the SBA 7(a) deals, 60+
delinquencies are:

      * 1998-1: 17%
      * 1999-1: 22%
      * 2000-2: 12%

Delinquencies past 60 days in the conventional loan deals (1998-A
and 1999-A) are both approximately 10%.  Most troublesome for some
of the deals is the lower than expected recovery rates on
defaulted collateral, ranging from 18% for 1999-A to 42%
for 1999-1.  The ratings actions consider the impact of lower and
more volatile recoveries on the collateral, in addition to the
credit support available in the form of subordination, reserve
account, and excess spread.

Securities issued in the 2000-2 deal and subordinate securities in
the 1999-1, 1998-A, and 1999-A transactions are confirmed at their
current ratings based on performance consistent with assumptions
made in the previous downgrade of the securities on March 1, 2004.

UPS Capital Corporation, a wholly-owned subsidiary of United
Parcel Service, Inc., purchased FIB in August 2001.  In
April 2003, FIB changed its name to UPS Capital Business Credit.
UPSBC is currently servicing the portfolio.  FIB was formerly
known as First National Bank of New England.

The notes were sold in a privately negotiated transaction without
registration under the Securities Act of 1933 under circumstances
reasonably designed to preclude a distribution thereof in
violation of the Act.  The issuance has been designed to permit
resale under Rule 144A.


FOOTSTAR INC: Wants Court to Hold Kmart Corporation in Contempt
---------------------------------------------------------------
Footstar, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to hold Kmart Corporation in contempt for
seeking to terminate Footstar's rights under their Master
Agreement to operate footwear departments in Kmart Stores.

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

Footstar reminds the Court that the automatic stay is the most
fundamental protection afforded to debtors under the Bankruptcy
Code.  The stay prohibits counterparties to executory contracts
from terminating these contracts without court authorization.

Footstar explains that Kmart is seeking to deprive it a very
valuable property right by deeming the Master Agreement terminated
on a Store-by-Store basis on the theory that Kmart's decision to
convert any or all Stores in which Footstar currently operates
results in an automatic "lapse" of Footstar's exclusive right to
operate the footwear departments.

Kmart says there is "no restraint on [its] ability to close or
sell as many stores as it chooses" regardless of the impact on
Footstar's property rights.  Footstar says Kmart is wrong
according to Section 362 of the Bankruptcy Code.  Kmart cannot
blithely ignore the law and evict Footstar on a Store-by-Store
basis.

Kmart's refusal to comply with the terms of the Master Agreement
and its threats to immediately oust Footstar from certain Stores
impedes Footstar's ability to effectively run its business.

Kmart has deliberately chosen to disregard Footstar's rights and
has instead caused Footstar to expend significant resources in
protecting its estates.  Kmart should be held in contempt for
violating the automatic stay.

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

Headquartered in 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: Look for Bankruptcy Schedules on April 29
------------------------------------------------------
Glass Group, Inc., asks the U.S. Bankruptcy Court for the District
of Delaware for more time to file its Schedules of Assets and
Liabilities, Schedules of Current Income and Current Expenditures,
Statements of Financial Affairs, and Lists of Executory Contracts
and Leases.  The Debtor wants until April 29, 2005, to file those
documents.

The Debtor explains that it has been focused on mitigating the
disruption to its business operations, vendors and customers
caused by the filing of its chapter 11 case.  The Debtor has also
focused much of its time and limited resources in negotiating the
terms and obtaining the approval of its DIP financing and
formulating a business plan to maintain the going concern value of
its business.

The Debtor relates that due to the size and complexity of its
business, it needs the extension to properly accumulate, review
and analyze all the information needed for the Schedules and
Statements and file those documents.

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: Gets Final Order on DIP Loan and Cash Collateral Use
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted The
Glass Group, Inc., final approval:

   a) to obtain post-petition loans, including Cash Advances,
      other Postpetition extensions of credit and a Revolving
      Credit Facility from CapitalSource Finance LLC and the DIP
      Lenders;

   b) to grant mortgages, security interests, liens and
      superiority claims to the DIP Lenders pursuant to Sections
      364(c)(1), 364(c)(2) and 364(d)(1) of the Bankruptcy Code;
      and

   c) to use Cash Collateral securing repayment of prepetition
      obligations to The CIT Group/Business Credit, Inc., Fifth
      Third Bank, MAP V, LLC, and the City of Millville, and
      provide adequate protection to these Pre-Petition Lenders
      pursuant to Sections 361, 363(c) and 364(d) of the
      Bankruptcy Code.

            Prepetition Debt & Use of Cash Collateral

Under various Loan Agreements, the Debtors owe:

      Pre-Petition Lender                      Amount Owed
      -------------------                      -----------
      The CIT Group/Business Credit, Inc.    $22,214,599.59
      Fifth Third Bank                         9,837,956.21
      MAP V, LLC                               3,120,000.00
      City of Milville                         1,000,000.00
                                             --------------
                                             $36,172,556.20

together with additional interests, costs, fees and expenses due.

The Debtor will use the Pre-Petition Lenders' Cash Collateral to
continue meeting the day-to-day operating costs of its molded
glass manufacturing facilities, and paying salaries, expenses for
rent, utilities and other expenses associated with protecting its
business and the value of its assets, and selling its products.

            Postpetition Financing & Cash Collateral

The Bankruptcy Court authorized the Debtor to obtain up to
$40,000,000 of Postpetition Financing under a Post-Petition
Revolving Credit and Security Agreement between the Debtor,
CapitalSource and the DIP Lenders.  The proceeds of the DIP Loans
and proceeds from the Cash Collateral will be used in accordance
with a 15-week Cash Flow Budget covering the period from March 8,
to June 12, 2005.  A full-text copy of that Budget is available
for a fee at:

     http://www.researcharchives.com/bin/download?id=050330022811

The Prepetition Lenders have consented to the Debtor's use of the
Cash Collateral.  To adequately protect their interests, the
Prepetition Lenders are granted a Replacement Lien in all of the
Collateral to the extent that the Debtor's use of any prepetition
Collateral results in any diminution of value of the Collateral.

                  Relief from Automatic Stay

Upon the occurrence or continuance of an Event of Default or a
violation of the Court's Final Financing Order by the Debtor, the
DIP Lenders will have no further obligation to provide financing
under the DIP Loan Documents or the Final Financing Order.

The DIP Lenders are also authorized to accelerate the DIP
Obligations under the DIP Loan Documents without prior notice to
the Debtor, setoff funds in accounts maintained by the Debtor to
repay the DIP Obligations, terminate any further commitment to
issue letters of credit, charge interest at the default rate
pursuant to the DIP Loan Agreement, and require cash
collaterization of obligations relating to the letters of credit
issued.

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.


GSC PARTNERS: Moody's Confirms Ba3 Rating on $10M Class B Notes
---------------------------------------------------------------
Moody's Investors Service announced today that it has removed the
Class B Floating Rate Subordinated Notes due 2013 (the "Class B
Notes") issued by GSC Partners CDO Fund II, Limited from the
Moody's Watchlist for possible upgrade and confirms the Ba3
rating.

Moody's notes that since the Class B Notes were put on watch for
possible upgrade on September 8, 2004, the Class A and B
overcollateralization ratios fell further out of compliance.

As of the September 30, 2004 Trustee Report, the Class A
Overcollateralization Test and Class B Overcollateralization Test
ratios stood at 124.22% and 122.62%, respectively.

As of the February 28, 2005 Trustee Report, the respective ratios
were 120.97% and 119.41%.  The required test ratios are 124.40%
and 122.80%, respectively.

As of February 28, 2005, the Caa basket amounted to 22.98% of the
collateral, in excess of the 15% limit.

Issuer: GSC Partners CDO Fund II, Limited

Rating Action: Removal from Moody's Watchlist and Confirmation of
               Rating

Class Description: U.S. $10 million (current outstanding amount
                   approximately U.S. $6.7 million) Class B
                   Floating Rate Subordinated Notes due 2013
                   rating confirmed at Ba3.


HOLLYWOOD ENT: S&P May Cut Rating Following Movie Gallery Bid
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on its ratings for Hollywood Entertainment Corp.
('B+' corporate credit rating) to negative from developing.  This
follows Blockbuster Inc.'s announcement that it has decided not to
extend its offer to purchase its closest competitor, Hollywood
Entertainment.  Hollywood has agreed to be purchased by Movie
Gallery Inc., the third-largest video rental company in the U.S.,
for total considerations of about $1 billion.  The U.S. Federal
Trade Commission has already approved the merger.

"The negative CreditWatch listing reflects the possibility that
ratings could be lowered based on a potential deterioration in
Hollywood's financial profile following the merger with Movie
Gallery," explained Standard & Poor's credit analyst Diane Shand.
"We will monitor developments and resolve the CreditWatch listing
after the transaction is approved by shareholders and financing
plans have been announced."

Wilsonville, Ore.-based Hollywood is the second-largest video
rental company in the U.S., with 12% market share in 2003.  It
operates more than 1,900 Hollywood Video stores in 47 states and
approximately 600 Game Crazy video game specialty stores.  The
company's operating performance has been under pressure since the
second quarter of 2003 because of increased costs related to the
expansion of the Game Crazy video games business and a lack of
sales leverage in the video rental business.  Profitability is
expected to remain under pressure in the near term, given the weak
fundamentals in the overall video rental industry and the
company's continuing investments in Game Crazy.


IMPERIAL PLASTECH: Section 304 Petition Summary
-----------------------------------------------
Petitioner: RSM Richter Inc., as Receiver
            200 King Street West, Suite 1100
            P.O. Box 48
            Toronto, Ontario M5H 3T4

Debtors: Imperial Plastech, Inc.
         Imperial Pipe Corporation
         Imperial Building Products Corporation
         Ameriplast Inc., and
         Imperial Building Products (U.S.) Inc.
         6600 Jimmy Carter Boulevard, Suite C
         Norcross, Georgia 30071

Case No.: 05-65531

Type of Business: The companies manufactured plastic products for
                  a wide range of applications, principally for
                  use in the telecommunications, residential
                  construction, industrial construction and cable
                  television industries.  The Debtors' plastic
                  pipe products are principally marketed and sold
                  in Canada and in the United States. The Debtors
                  operated manufacturing facilities in Canada and
                  a plastic pipe manufacturing facility in the
                  Atlanta area.  In March of 2003, Imperial
                  Plastech, Inc. foreclosed on the assets of
                  Ameriplast, Inc., and the operations of
                  Ameriplast, Inc. were wound down and its assets
                  were transferred to Imperial Building Products
                  (U.S.) Inc., which operated out of an Atlanta
                  area facility.  The Canadian Court sanctioned a
                  CCAA Plan in 2003 and the U.S. Court recognized
                  that Plan on Jan. 6, 2004 (Bankr. N.D. Ga. Case
                  No. 03-97594).  The Debtors were unable to
                  comply with the terms of the Plan and have
                  ceased operations.  Thereafter, Gowling Lafleur
                  Henderson LLP and Chevron Phillips Chemical
                  Company LP filed an Application in the Canadian
                  Court pursuant to section 47(1) of the
                  Bankruptcy and Insolvency Act for an Order
                  appointing RSM Richter Inc. as Receiver (Ont.
                  Sup. Ct. J. Court File No. 05-CL-5760).  A full-
                  text copy of the Canadian Court's order in the
                  BIA proceeding is available at no charge at
                  http://bankrupt.com/misc/05-CL-5760.pdf

Section 304 Petition Date: March 24, 2005

Court: Northern District of Georgia (Atlanta)

Petitioner's Counsel: William D. Matthews, Esq.
                      Lamberth, Cifelli, Stokes & Stout, P.A.
                      3343 Peachtree Road, N.E., Suite 550
                      Atlanta, Georgia 30326-1022
                      Tel: (404) 262-7373
                      Fax: (404) 262-9911

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million


INNOVATIVE COMMUNICATION: Defaults on $10 Million RTFC Loan
-----------------------------------------------------------
Rural Telephone Finance Cooperative, a consolidated affiliate of
National Rural Utilities Cooperative Finance Corporation issued
notices of default to Innovative Communication Corporation and
Virgin Islands Telephone Corporation -- Vitelco -- d/b/a
Innovative Telephone.

On March 20, 2005, ICC, a diversified telecommunications company
headquartered in St. Croix, United States Virgin Islands, was
required to pay $10,034,876.71 for a maturing secured line of
credit, including accrued interest, to RTFC.  ICC has only paid
RTFC $34,876.71 representing the accrued interest due on that
date.  On March 22, 2005, RTFC notified ICC in writing that an
event of default had occurred as a result the non-payment of the
$10,000,000 due on its maturing secured line of credit.  In the
pending actions against ICC in the USVI, RTFC intends to make the
filings required to enforce its rights with respect to this
additional default.  As a result of the default, RTFC placed all
loans to ICC on non-accrual status as of February 1, 2005.

On March 20, 2005, ICC's USVI local exchange carrier subsidiary,
Vitelco was required to pay $4,013,950.68 for a maturing unsecured
line of credit, including accrued interest, to RTFC.  Vitelco has
only paid RTFC $13,950.68 representing the accrued interest due on
that date.  On March 22, 2005, RTFC notified Vitelco in writing
that an event of default had occurred as a result of the non-
payment of the $4,000,000 due on its maturing unsecured line of
credit.  As a result of the default, RTFC placed all loans to
Vitelco on non-accrual status as of March 20, 2005.  Additionally,
RTFC filed a complaint in the United States District Court for the
Eastern District of Virginia against Vitelco on March 23, 2005.

CFC filed a Form 8-K Current Report with the U.S. Securities and
Exchange Commission regarding these actions. The form 8-K may be
viewed on CFC's website at http://www.nrucfc.coop/

                             About CFC

National Rural Utilities Cooperative Finance Corporation is a not-
for-profit finance cooperative that serves the nation's rural
utility systems, the majority of which are electric cooperatives
and their subsidiaries.  With more than $20 billion in assets, CFC
provides its member-owners with an assured source of low-cost
capital and state-of-the-art financial products and services.
RTFC is a not-for-profit lending cooperative that serves the
financial needs of the rural telecommunications industry.

                  About Innovative Communication

Innovative Communication Corporation is a diversified,
trendsetting telecommunications and media company with extensive
holdings throughout the Caribbean basin.  The company's operations
are in Belize, British Virgin Islands, Guadeloupe, Martinique,
Saint-Martin, Sint Maarten, U.S. Virgin Islands and France and
include local, long distance and cellular telephone companies,
Internet access providers, cable television companies, business
systems, and The Virgin Islands Daily News, a Pulitzer Prize-
winning newspaper.  Management offices are in West Palm Beach,
Florida and headquarters are in Christiansted, St. Croix, U.S.
Virgin Islands.  With more than 1,200 employees, ICC is one of the
largest private employers in Belize and the second largest in the
U.S. Virgin Islands.


INTERPUBLIC GROUP: Updates Consent Solicitation Status
------------------------------------------------------
The Interpublic Group of Companies, Inc. (NYSE: IPG) disclosed
developments in its solicitation of consents to proposed
amendments relating to the following series of debt securities:

                                                           Supplemental
     Outstanding       Title of                            Indenture
  Principal Amount     Securities     CUSIP    Indenture   dated as of
  ----------------------------------------------------------------------
                        7.875%     460690AK6   2000
                         Senior                Indenture
                      Unsecured
                      Notes due
    $250,000,000         2005                                     N/A

                     7.25% Senior   460690AR1  2000         August 22,
                       Unsecured    U46064AB4  Indenture         2001
                       Notes due    460690AM2
    $500,000,000         2011
                       4.50%
                      Convertible   460690AT7  2000          March 13,
                         Senior     460690AS9  Indenture         2003
                       Notes due    U46064AC2
    $800,000,000         2023

                      5.40% Senior             2004       November 18,
                       Unsecured    460690AU4  Indenture         2004
                       Notes due
    $250,000,000         2009

                     6.25% Senior   460690AV2  2004       November 18,
                       Unsecured               Indenture         2004
                       Notes due
    $350,000,000         2014

The proposed amendments provide, pursuant to the terms of the
Company's consent solicitation dated March 18, 2005, that failure
to comply with certain reporting covenants will not constitute a
default under the indentures.

For the 7.875% Senior Unsecured Notes due 2005, the 7.25% Senior
Unsecured Notes due 2011 and the 6.25% Senior Unsecured Notes due
2014, the Company announced that Supplemental Indentures with
respect to each such series have been executed and the Effective
Time was 9:00 p.m. on March 28, 2005.  Consents delivered to the
Company by record holders of Securities of these Series are
irrevocable unless the Company fails to pay such holders pursuant
to the terms of the solicitation.  The Company's acceptance of
consents for these Series is, however, conditioned on receipt of
the requisite consents for all Series subject to the solicitation,
subject to the Company's right to waive this condition.

The Company also extended the expiration date for the consent
solicitation, which was March 28, 2005, to 5:00 p.m., New York
City time, on March 29, 2005, unless extended by the Company with
respect to any series.  Record holders may provide their consents
to the Company at any time before the expiration date with respect
to the series of securities they hold.

The solicitation is subject to certain conditions and presents
certain risks for holders who consent, as set forth more fully in
the consent solicitation statement and related consent form.
These documents contain important information, and holders should
read them carefully before making any decision.

The Company has retained Citigroup Global Markets Inc., J.P.
Morgan Securities Inc. and UBS Securities LLC to serve as
solicitation agents for the solicitation, and Global Bondholder
Services Corporation to serve as the information agent.

Copies of the solicitation statement and related consent form may
be obtained at no charge by contacting the information agent by
telephone at (866) 470-3900 (toll-free) or (212) 430-3774, or in
writing at 65 Broadway - Suite 704, New York, NY 10006.

Questions regarding the solicitation may be directed to:

      Citigroup Global Markets Inc.
      (800) 558-3745 (toll-free)
      (212) 723-6106 (collect)

      J.P. Morgan Securities Inc.
      (800) 834-4666 (toll-free)
      (212) 834-3424 (collect)

      UBS Securities LLC
      (888) 722-9555 ext. 4210 (toll-free)
      (203) 719-4210 (collect)

This announcement is not a solicitation of consents with respect
to any Securities.  The solicitation is being made solely by the
consent solicitation statement and related consent form.  In any
jurisdiction where the laws require solicitations to be made by a
licensed broker or dealer, the solicitation will be deemed to be
made on behalf of the Company by the solicitation agents, or one
or more registered broker dealers under the laws of such
jurisdiction.

                        About the Company

Interpublic is one of the world's leading organizations of
advertising agencies and marketing-services companies. Major
global brands include Draft, Foote Cone & Belding Worldwide,
GolinHarris International, Initiative, Jack Morton Worldwide,
Lowe & Partners Worldwide, MAGNA Global, McCann Erickson, Octagon,
Universal McCann and Weber Shandwick. Leading domestic brands
include Campbell-Ewald, Deutsch and Hill Holliday.

At Sept. 30, 2004, Interpublic's balance sheet showed
$11.2 billion in assets and $9 billion in liabilities.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2005,
Fitch Ratings has lowered the following debt ratings of The
Interpublic Group of Companies, Inc. -- IPG:

      -- Senior unsecured debt to 'B+' from 'BB+';
      -- Multicurrency bank credit facility to 'B+' from 'BB+'.

Fitch said the debt ratings have also been placed on Rating Watch
Negative.

At the same time, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating on Manhattan-based The
Interpublic Group of Cos. Inc. to 'BB-' from 'BB+', based on the
long-term challenges the company faces related to its reporting
systems and restoring operating performance to peer levels.  The
rating remains on CreditWatch with negative implications given the
company's need to seek waivers from lenders and bondholders in
order to address the possibility of a technical default.  The
advertising agency holding company had approximately $2.2 billion
of debt outstanding on Sept. 30, 2004.


INTERSTATE BAKERIES: Amends Schedules of Assets & Liabilities
-------------------------------------------------------------
Interstate Bakeries Corporation filed an amendment to Schedule F
-- Creditors Holding General Unsecured Claims -- of its Schedules
of Assets and Liabilities.  According to Ronald B. Hutchison,
Chief Financial Officer of Interstate Bakeries, the Debtor
amended Schedule F to reflect a total scheduled liability of
$268,565,577.  The Debtor added 19 creditors asserting deferred
compensation claims to the list.

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)


ISTAR FINANCIAL: Lenders Agree to Amend TriNet's 7.95% Notes
------------------------------------------------------------
iStar Financial Inc. (NYSE: SFI), the leading publicly traded
finance company focused on the commercial real estate industry,
and its subsidiary TriNet Corporate Realty Trust, Inc., disclosed
the results of their consent solicitation to amend certain
covenants of the Indenture relating to TriNet Corporate Realty
Trust Inc. 7.95% Notes due 2006 in order to facilitate a
consolidation of TriNet with its parent, iStar Financial Inc.
The consent solicitation was launched on March 14, 2005, and
expired on March 28, 2005, at 5:00 p.m., New York City time.

One of the conditions to the consummation of the consent
solicitation was that consents were received from holders of at
least a majority in aggregate principal amount of the Notes.  The
company said that it has met this threshold and that TriNet has
executed a supplemental indenture containing the amendments.  If
the consolidation of TriNet and iStar does not occur, the
supplemental indenture, though previously executed, will be
terminated and the amendments to the Indenture will not become
operative.

Bear, Stearns & Co. Inc. acted as solicitation agent in connection
with the consent solicitation.  Questions regarding the consent
solicitation may be directed to Bear, Stearns & Co. Inc., Global
Liability Management Group, at (877) 696-BEAR (2327) (U.S. toll-
free).

Copies of Consent Solicitation Statement and Letter of Consent can
be obtained from Georgeson Shareholder at 17 State Street, 10th
Floor, New York, NY 10004, by telephone at (866) 873-6993.

                        About the Company

iStar Financial is the leading publicly traded finance company
focused on the commercial real estate industry.  The Company
provides custom-tailored financing to high-end private and
corporate owners of real estate nationwide, including senior and
junior mortgage debt, senior and mezzanine corporate capital, and
corporate net lease financing.  The Company, which is taxed as a
real estate investment trust, seeks to deliver a strong dividend
and superior risk-adjusted returns on equity to shareholders by
providing the highest quality financing solutions to its
customers. Additional information on iStar Financial is available
on the Company's website at http://www.istarfinancial.com/

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
iStar Financial, Inc., plans to acquire Falcon Financial
Investment Trust.  Fitch expects no change to iStar's rating and
Outlook as a result of this transaction.  The iStar's ratings are:

      -- Senior unsecured debt: 'BBB-';
      -- Preferred stock 'BB';
      -- Rating Outlook Stable.


J.P. IGLOO: Mortgage Holder Wants Relief from Stay to Foreclose
---------------------------------------------------------------
J.P. Igloo, Inc., operates the 115,000-square-foot J.P. Igloo Ice
& Inline Sports Complex built in 1999 on 15.5 acres near the
northeast corner of Interstate 75 and U.S. 301 in Ellenton,
Florida.  The Husmann Family LP owns the property and leases it to
J.P. Igloo.  Matt Griswold, writing for the Herald, reports that
Manatee County tax records show the property and building are
worth about $9.1 million.

The Husmann Family LP borrowed $4.7 million from Regions Bank and
delivered a mortgage on the property to secure repayment of that
obligation.  MJ Squared, LLC, in turn, bought the loan from
Regions.  The loan is in default and MJ Squared wants to
foreclose.  The mortgage note carries 25% default interest rate.
J.P. Igloo is delinquent on its lease obligations to The Husmann
Family LP.  MJ Squared initiated a foreclosure action 12th
Judicial Circuit Court in Bradenton and asked the state court to
appoint a receiver.  J.P. Igloo's chapter 11 filing stalled the
foreclosure action.

MJ Squared asks the Honorable Alexander L. Paskay to lift the
automatic stay in J.P. Igloo's chapter 11 proceeding to allow the
foreclosure action to proceed.

J.P. Igloo, Inc., filed for chapter 11 protection (Bankr. M.D.
Fla. Case No. 05-04415) on March 14, 2005.  Frederick T. Lowe,
Esq., at Florida Law Group LLC, represents the Debtor.  MJ Squared
is represented in this matter by John D. Emmanuel, Esq., at Fowler
White Boggs Banker P.A.


JOY GLOBAL: Amends Financial Results After SEC Review Completed
---------------------------------------------------------------
Joy Global Inc. (Nasdaq: JOYG), a worldwide leader in high-
productivity mining solutions, filed amended reports with the
Securities and Exchange Commission, including an amended Form 10-K
for the fiscal year ended October 30, 2004, amended Form 10-Q for
the fiscal quarter ended January 29, 2005, and an amended
Form S-3.  None of these amended filings reflected any changes in
financial results previously reported for the periods covered by
the filings.

The amendments to the reports on Form 10-K and 10-Q were the
result of the recently completed review by the SEC of the
company's periodic reporting, and were largely technical in
nature.  The SEC review, which began in late December, was the
first covering Joy Global since its emergence from reorganization
in mid-2001.  A number of the changes resulting from this review
reflect the SEC's efforts toward increased disclosure and
transparency of financial reporting, two goals the company
strongly supports.  The Form S-3 is a universal shelf registration
statement in the amount of $500 million.  It will allow the
company to offer a number of alternative forms of securities if
financing is needed in the future, although the company has no
specific plans to utilize this capability.

                        About the Company

Joy Global Inc. is a worldwide leader in manufacturing, servicing
and distributing equipment for surface mining through P&H Mining
Equipment and underground mining through Joy Mining Machinery.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Joy Global, Inc., to 'BB+' from 'BB', raised all other
ratings on the company, and removed all ratings from CreditWatch,
where they had been placed on Oct. 22, 2004.

The outlook is positive on the Milwaukee, Wisconsin-based company.
Rated debt is approximately $400 million.

"This action reflects the improved credit profile because of the
solid improvement in the company's operating cash flow and capital
structure," said Standard & Poor's credit analyst John Sico.
"Although the progress is the direct result of the upturn in
commodity markets leading to increased demand for the company's
mining equipment, management's financial policies should sustain
credit measures consistent with the higher rating, despite an
inevitable cyclical downturn."


K&M DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: K & M Development, Inc.
             P.O. Box 67
             Mackey, Indiana 47654

Bankruptcy Case No.: 05-70574

Chapter 11 Petition Date: March 24, 2005

Court: Southern District of Indiana (Evansville)

Judge: Basil H. Lorch III

Debtor's Counsel: David R. Krebs, Esq.
                  Hostetler & Kowalik P.C.
                  101 W. Ohio Street, Suite 2100
                  Indianapolis, Indiana 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file its list of 20 Largest Unsecured
Creditors.


KAISER ALUMINUM: Wants to Disallow Ace, et al., Insurance Claims
----------------------------------------------------------------
In 2003, ACE Property and Casualty Company, Century Indemnity
Company, Industrial Underwriters Insurance Company, Pacific
Employers Insurance Company, St. Paul Mercury Insurance Company,
and Industrial Indemnity Company jointly filed, among other
claims, Claim Nos. 7162 and 7174 against Kaiser Alumina Australia
Corporation and Kaiser Finance Company.  In addition, the
Insurance Companies filed Claim Nos. 7516, 7520, and 7523 against
Alpart Jamaica, Inc., Kaiser Jamaica Corporation, and Kaiser
Bauxite Company.  The Insurance Companies assert identical
contingent and unliquidated claims against each of Kaiser Aluminum
Corporation and its debtor-affiliates for any amounts potentially
owing under 30 separate insurance policies issued to Kaiser
Aluminum & Chemical Corporation, including any additional premium
payments, deductibles, or other expenses that may become due under
the Policies.

The Policies cover periods from the 1960s to the mid-1980s.  All
of the Policies -- except several that were settled before the
Petition Date -- are subject of litigation between KACC and ACE
Property and other insurers in California relating to coverage for
asbestos, noise-induced hearing loss, and coal tar pitch volatiles
claims.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, tells the United States Bankruptcy Court
for the District of Delaware that the Debtors are not, and never
have been, parties to the litigation and have not asserted claims
under the Policies.

                Objection to the Insurance Claims

The Insurance Companies allege that the Debtors "may" have
liability under the Policies in the future.

As an initial matter, Mr. DeFranceschi notes that the Insurance
Companies do not specifically allege in the Insurance Claims, let
alone provide any proof, that the Debtors have liability to the
Insurance Companies.  On that basis alone, Mr. DeFranceschi says,
the Court should summarily dismiss the Insurance Claims.

Mr. DeFranceschi also points out that because there Debtors have
not asserted any claim under the Policies, the Insurance
Companies have no basis to assert a claim against the Debtors.
Even if claims by the Debtors against the Insurance Companies were
pending, the Insurance Companies would be debtors of the
Debtors -- not creditors.

Moreover, Mr. DeFranceschi continues, there is no basis to
conclude that the Debtors will ever have liability under the
Policies.  Since their inception and throughout the applicable
periods of the Policies, the Debtors have been holding
corporations with no business operations, no real property and no
employees.  The Debtors' assets almost exclusively comprise of
ownership interests in foreign joint ventures and intercompany
receivables.

Thus, the Debtors could never have any liability under the
Policies, and the Insurance Companies could not possibly ever have
a "right to payment" against the Debtors giving rise to a claim
under Section 101 of the Bankruptcy Code, Mr. DeFranceschi
maintains.

           Insurance Claims Should be Estimated at Zero

Section 502 mandates and imposes an affirmative duty on the
Bankruptcy Court to estimate the value of a contingent or
unliquidated claim where actual liquidation would unduly delay the
closing of the case.

Notably, the Third Circuit Court of Appeals held in Bittner v.
Borne Chemical Co. 691 F.2d 134, 138 (3d. Cir. 1983), there is no
requirement that a particular type of procedure be employed in
estimating the value of a claim.  The determination of the claims
estimation method is vested within the sound discretion of the
Bankruptcy Court using whatever method is best suited to the
particular contingencies at issue, provided that the method is
bound by the legal rules which may govern the ultimate value of
the claim.

Mr. DeFranceschi states that requiring the liquidation of the
Insurance Claims would "unduly delay" the administration of the
Debtors' estates.  Four of the Debtors have filed plans of
liquidation and obtained Court approval of the related disclosure
statements.  The confirmation hearing of the Liquidation Plans for
Alpart Jamaica and Kaiser Jamaica, and for Kaiser Australia and
Kaiser Finance is scheduled to begin on April 13, 2005, with
distributions anticipated to begin shortly after confirmation.
Delaying distributions under the Liquidation Plans because of the
remote possibility of a contingent claim filed by the Insurance
Companies would unreasonably delay the closing of the Debtors'
Chapter 11 cases.

Accordingly, the Debtors ask the Court to:

    (a) disallow the Insurance Claims pursuant to Section 502; or

    (b) alternatively, estimate the Insurance Claims, pursuant to
        Section 502(c), at zero.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 64;
Bankruptcy Creditors' Service, Inc., 215/945-7000)




KEY ENERGY: Asks Lenders & Bondholders to Waive Reporting Default
-----------------------------------------------------------------
Key Energy Services, Inc. (NYSE: KEG) doesn't expect to file its
Annual Report on Form 10-K for the year ended December 31, 2003,
by the March 31, 2005, deadline.

                      Restatement Update

The Company is still in the process of finalizing its financial
statements and is working closely with its auditors to complete
the restatement process as quickly as possible.  While the Company
continues to work on the financial statements, including the
issues identified in its March 7, 2005 release, the Company has
not completed its work.  The Company believes that it is nearing
the completion of the restatement process; however, given the
difficulty encountered in completing certain of the previously
disclosed items, it is difficult for the Company to estimate the
filing date of its Annual Report on Form 10-K for the year ended
December 31, 2003.

                    NYSE May Move to Delist

The Company has advised the New York Stock Exchange of the delay.
The Company expects that if it does not file its 2003 Annual
Report on Form 10-K by March 31, 2005, the NYSE will begin the
delisting process for its common shares and that suspension in
trading on the NYSE will occur shortly thereafter.  Alternative
arrangements are being made for the trading of the Company's
common shares should the NYSE suspension occur.

                Lender & Bondholder Talks Begin

The Company is in discussions with the lenders under its senior
credit facility and with a representative of bondholders for a
waiver of delivery of the 2003 10-K after
March 31, 2005.

KEY ENERGY SERVICES, INC., is party to a Fourth Amended and
Restated Credit Agreement, dated as of June 7, 1997, as amended
and restated through November 10, 2003, and as amended by that
certain Waiver And First Amendment To Credit Agreement dated as of
April 5, 2004, as further amended by a MODIFICATION OF WAIVER AND
SECOND AMENDMENT TO CREDIT AGREEMENT dated as of August 31, 2004,
with a consortium of LENDERS comprised of:

     * PNC BANK, NATIONAL ASSOCIATION,
       individually and as Administrative Agent

     * WELLS FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger
       to Wells Fargo Bank Texas, National Association,
       individually and as Co-Lead Arranger

     * CALYON NEW YORK BRANCH, individually and as Syndication
       Agent

     * BANK ONE, NA, individually and as Co-Documentation Agent

     * COMERICA BANK, individually and as Co-Documentation Agent

     * BNP PARIBAS

     * GENERAL ELECTRIC CAPITAL CORPORATION

     * HIBERNIA NATIONAL BANK

     * NATEXIS BANQUES POPULAIRES and

     * SOUTHWEST BANK OF TEXAS, N.A.

providing the company with up to $175,000,000 of revolving credit
to back letters of credit.

The company has two public bond issues outstanding:

     * $150,000,000 of 6-3/8% Senior Notes due May 1, 2013; and

     * $275,000,000 of 8-3/4% Senior Notes due March 1, 2008.

                  New CFO's a Restructuring Pro

In January, Key Energy hired William M. Austin as its Chief
Financial Officer.  Mr. Austin had served as an advisor to the
Company since mid-2004.  Prior to joining Key Energy, Mr. Austin
served as Chief Restructuring Officer of Northwestern Corporation
from 2003 to 2004.  Mr. Austin also served as Chief Executive
Officer, U.S. Operations, of Cable & Wireless/Exodus
Communications from 2001 to 2002 and as Chief Financial Officer of
BMC Software from 1997 to 2001.  Prior to that, Mr. Austin spent
nearly six years at McDonnell Douglas Aerospace, serving most
recently as Vice President and Chief Financial Officer, and
eighteen years at Bankers Trust Company.

                         About Key Energy

Key Energy Services, Inc. -- http://www.keyenergy.com/-- is the
world's largest rig-based, onshore well service company.  The
Company provides diversified energy operations including well
servicing, contract drilling, pressure pumping, fishing and rental
tool services and other oilfield services.  The Company has
operations in all major onshore oil and gas producing regions of
the continental United States and internationally in Argentina and
Egypt.  The Company's balance sheet dated Sept. 30, 2003 -- the
latest published balance sheet -- shows $1.5 billion in assets and
$718 million in shareholder equity.


KEY ENERGY: S&P Downgrades Corporate Credit Rating to B-
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on oil and gas equipment services provider Key Energy
Services Inc. to 'B-' from 'B'.  Standard & Poor's also revised
the CreditWatch implications on the company to negative from
developing.

Midland, Texas-based Key Energy had about $530 million of total
debt as of Jan. 31, 2005.

"The rating actions follow the company's recent announcement that
it will not be able to deliver its audited 2003 financial
statements and the unaudited financial statements for the first
three quarters of 2004 by the March 31, 2005 filing deadline set
forth under agreements with its bank lenders and bondholders,"
said Standard & Poor's credit analyst Brian Janiak.

As a result, the company is in the process of seeking additional
waivers from the lenders under its senior credit facility and
additional consent from its noteholders to extend the March 31,
2005 deadline.

The company's failure to file its 2003 Form 10-K will also likely
result in the NYSE to begin the delisting process of Key Energy's
common shares on March 31, 2005.  The suspension in trading of Key
Energy's shares on the NYSE shortly thereafter will further
constrain the company's liquidity by not having access to the
public equity markets.

The failure to file its Form 10-K further highlights the important
issues previously identified by Standard & Poor's in its rating
downgrade on June 8, 2004.

These include weak corporate governance, lack of internal controls
and risk management, and the opacity of Key Energy's overall
credit risk exposure, which still have not been adequately
addressed in a manner consistent with the interest of the
company's bondholders.

Resolution of the CreditWatch is dependent on Key Energy filing
its 10-K, the completion of the SEC investigation, and the
demonstration of sound performance by the firm's new management
team.


KIVI SOUTH: Trustee Taking Bids for Seabonay Hotel Sale on Apr. 13
------------------------------------------------------------------
Marika Tolz, the Chapter 7 Trustee overseeing the liquidation of
Kivi South LLC, is taking bids for the Seabonay Hotel, described
this way:

    * OceanFront Hotel on Hillsboro Mile Beach, Florida.
    * 65 unit Boutique Hotel with frontage on the Ocean and on the
      intracoastal side.
    * Property is in excellent condition.
    * Each unit has its own meter, air conditioning unit, flexible
      floor plan, firesprinkling system, and much more.
    * Each room is very nicely furnished.
    * Improvements include 2 elevators (one at each end).
    * Laundry rooms, covered parking, pool, meeting room,
      reception desk and waiting area, and much more.

Contact Beatrice at 954-923-6536 (ext 12) or
Beatrisa@mtolztrustee.com or TolzOffice@aol.com for more
information or visit http://www.Seabonay.com/

A draft purchase and sale contract is available at:

    http://www.bankruptcysales.com/uploads/attachments/Kivi_contract1.pdf

Bidders are required to deliver a $100,000 deposit and 10% of the
balance due must be paid within 48 hours of Court approval of the
transaction.  The sale will be free and clear of all liens and
encumbrances, with all liens and encumbrances attaching to the
sale proceeds.

Kivi South LLC's chapter 7 proceeding is identified by case number
04-26245 and is pending in the U.S. Bankruptcy Court for the
Southern District of Florida.


KRISPY KREME: Silver Point & CSFB Are Said to Be New Lenders
------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., said last week that it is
negotiating with a new lending group to obtain new credit
facilities.  The proceeds of those new facilities would be used to
repay in full the lenders under its current Credit Facility and
for general corporate purposes.

Mark Maremont at The Wall Street Journal and Josh Fineman at
Bloomberg name Credit Suisse First Boston and Silver Point Capital
LP as the new lenders citing people close to and familiar with the
situation as their sources, and indicate that the new facility
will provide the doughnut make with up to $225 million of
financing.

As reported in the Troubled Company Reporter earlier this week,
Krispy Kreme obtained an agreement from the lenders under its
existing Credit Facility that extends, until April 11, 2005, the
date on which an event of default would occur by reason of the
Company's failure to deliver financial statements for the quarter
ended October 31, 2004.  This is the third extension of that
reporting deadline.

Krispy Kreme's current consortium of lenders is comprised of:

     * WACHOVIA BANK, NATIONAL ASSOCIATION
     * The Bank of Nova Scotia
     * Royal Bank of Canada
     * Branch Banking & Trust Company
     * Regiment Capital, LTD
     * Satellite Senior Income Fund, LLC
     * Drawbridge Special Opportunities Fund L.P.
     * Drawbridge Special Opportunities Fund Ltd and
     * Dunking Investors Trust

Krispy Kreme paid the existing lenders a $300,000 fee for the 17-
day grace period.  Krispy Kreme will also pay all fees billed by:

     * O'Melveny & Myers LLP
     * Womble, Carlyle, Sandridge & Rice PLLC and
     * Loughlin Meghji & Company

for providing the Banks with legal counsel and financial advice.

Krispy Kreme says it has notified Wachovia that it is diligently
working towards finalizing the documentation with the new lenders
and anticipates closing a Refinancing Transaction in the near
future and in any event on or before April 11, 2005, that will
repay every dollar owed under the existing credit facility and
either cash collateralize outstanding letters of credit at 105% or
support them with back-to-back letters of credits.

As of March 25, 2005, Krispy Kreme owed the current lenders
$59,000,000 of principal on account of Revolving Credit Loans,
$28,325,000 of principal on account of Term Loans, $8,766,200 on
account of outstanding L/C's, plus accrued and unpaid interest,
fees and costs

                  Kroll Zolfo Cooper on Board

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

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

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


MASTR ALTERNATIVE: S&P Affirms Low-B Ratings on 18 Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
256 classes of certificates from 13 transactions issued by MASTR
Alternative Loan Trust.

Credit support for the MASTR Alternative Loan Trust transactions
is provided by subordination.  Series 2002-3 also benefits from
overcollateralization and has a certificate guarantee insurance
policy provided by MBIA Insurance Corp.

The affirmations reflect actual and projected credit support
percentages that should be sufficient to support the certificates
at their current rating levels.  As of the February 2005
distribution date, total delinquencies for the affirmed
transactions ranged from 0.67% (series 2003-9) to 16.2% (series
2002-3), serious delinquencies ranged from 0.00% to 8.63% (series
2002-3) of the current pool balance, and there were no realized
losses.

The collateral backing each transaction consists of groups of
Alternative-A, fixed-rate, mortgage loans with original terms to
maturity of 30 years or less, and are secured by first liens on
primarily one- to four-family residential properties.


                         Ratings Affirmed

                  MASTR Alternative Loan Trust
                Residential mortgage backed certs

     Series   Class                                      Rating
     ------   -----                                      ------
     2002-3   A-5, A-6, A-7, A-IO                        AAA
     2002-3   M-1                                        AA
     2002-3   M-2                                        A
     2002-3   B                                          BBB
     2003-2   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1   AAA
     2003-2   6-A-2, 6-A-3, 6-A-4, 6-A-IO, 6-A-PO        AAA
     2003-2   7-A-1, 15-A-X, 15-PO, 30-A-X, 30-PO        AAA
     2003-2   B-1                                        AA
     2003-2   B-2                                        A
     2003-2   B-3                                        BBB
     2003-2   B-4                                        BB
     2003-2   B-5                                        B
     2003-3   1-A-1, 2-A-1, 2-A-2, 2-A-5, 2-PO           AAA
     2003-3   B-1                                        AA
     2003-3   B-2                                        A
     2003-3   B-3                                        BBB
     2003-3   B-4                                        BB
     2003-3   B-5                                        B
     2003-4   1-A-1, 2-A-1, 3-A-1, 4-A-1, 4-A-2, 4-A-3   AAA
     2003-4   5-A-1, 15-A-X, 15-PO, 30-A-X, 30-PO        AAA
     2003-4   B-1                                        AA
     2003-4   B-2                                        A
     2003-4   B-3                                        BBB
     2003-4   B-4                                        BB
     2003-4   B-5                                        B
     2003-5   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1   AAA
     2003-5   7-A-1, 8-A-1, 15-PO, 15-AX, 30-PO, 30-AX   AAA
     2003-5   15-B-1, 30-B-1                             AA
     2003-5   15-B-2, 30-B-2                             A
     2003-5   15-B-3, 30-B-3                             BBB
     2003-5   15-B-4, 30-B-4                             BB
     2003-5   15-B-5, 30-B-5                             B
     2003-6   1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 4-A-1   AAA
     2003-6   15-A-X, 30-A-X, 15-PO, 30-PO               AAA
     2003-6   B-1                                        AA
     2003-6   B-2                                        A
     2003-6   B-3                                        BBB
     2003-6   B-4                                        BB
     2003-6   B-5                                        B
     2003-7   1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-4   AAA
     2003-7   3-A-5, 4-A-1, 4-A-2, 4-A-3, 5-A-1, 6-A-1   AAA
     2003-7   7-A-1, 7-A-2, 7-A-3, 7-A-4, 7-A-5          AAA
     2003-7   7-A-9, 7-A-10                              AAA
     2003-7   15-PO, 30-PO                               AAA
     2003-7   7-A-17, 7-A-18, 8-A-1, 15-A-X, 30-A-X      AAA
     2003-7   B-1                                        AA
     2003-7   B-2                                        A
     2003-7   B-3                                        BBB
     2003-7   B-4                                        BB
     2003-7   B-5                                        B
     2003-8   1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-4   AAA
     2003-8   4-A-1, 5-A-1, 6-A-1, 7-A-1, 15-PO          AAA
     2003-8   30-PO, 15-A-X, 30-A-X1, 30-A-X2            AAA
     2003-8   B-1                                        AA
     2003-8   B-2                                        A
     2003-8   B-3                                        BBB
     2003-8   B-4                                        BB
     2003-8   B-5                                        B
     2003-9   1-A-A, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 5-A-2   AAA
     2003-9   6-A-1, 7-A-1, 7-A-2, 8-A-1, 8-A-2, 15-PO   AAA
     2003-9   30-PO, 15-AX-A, 15-AX-2, 30-A-X            AAA
     2003-9   B-1                                        AA
     2003-9   B-2                                        A
     2003-9   B-3                                        BBB
     2003-9   B-4                                        BB
     2003-9   B-5                                        B
     2004-1   1-A-1, 1-A-2, 2-A-1, 3-A-1, 4-A-1, 15-P0   AAA
     2004-1   30-PO, 15-AX, 30-AX                        AAA
     2004-1   B-1                                        AA
     2004-1   B-2                                        A
     2004-1   B-3                                        BBB
     2004-1   B-4                                        BB
     2004-1   B-5                                        B
     2004-2   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1,  AAA
     2004-2   7-A-1, 8-A-1, 8-A-2, 8-A-3, 8-A-4, 8-A-5   AAA
     2004-2   15-PO, 30-PO, 1-A-X, 2-A-X, 3-A-X, C-A-X   AAA
     2004-2   7-A-X, 8-A-X                               AAA
     2004-2   B-1                                        AA
     2004-2   B-2                                        A
     2004-2   B-3                                        BBB
     2004-2   B-4                                        BB
     2004-2   B-5, B-I-5                                 B
     2004-3   1-A-1, 2-A-1, 3-A-1, 4-A-1, 15-AX          AAA
     2004-3   30-AX-1, 15-PO, 30-PO, 5-A-1, 6-A-1        AAA
     2004-3   7-A-1, 8-A-1, 30-AX-2, 15-PO, 30-PO        AAA
     2004-3   B-I-1                                      AA-
     2004-3   B-1                                        AA
     2004-3   B-I-2                                      A-
     2004-3   B-2                                        A
     2004-3   B-I-3                                      BBB-
     2004-3   B-3                                        BBB
     2004-3   B-I-4, B-4                                 BB
     2004-3   B-I-5, B-5                                 B
     2004-4   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1   AAA
     2004-4   7-A-1, 8-A-1, 9-A-1, 10-A-1, 10-A-2        AAA
     2004-4   11-A-1, 15-PO, 30-PO, 15-AX-1, 15-AX-2     AAA
     2004-4   30-AX-1, 30-AX-2                           AAA
     2004-4   B-1                                        AA
     2004-4   B-I-1                                      AA-
     2004-4   B-2                                        A
     2004-4   B-I-2                                      A-
     2004-4   B-3                                        BBB
     2004-4   B-I-3                                      BBB-
     2004-4   B-4, B-I-4                                 BB
     2004-4   B-5, B-I-5                                 B


MCI: Fitch Holds B Rating on Sr. Unsecured Debt on Watch Positive
-----------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative assigned to
Verizon Global Funding's outstanding long-term debt securities,
which are rated 'A+', and the Rating Watch Positive remains on the
senior unsecured debt rating of MCI, Inc., which is rated 'B' by
Fitch, following the announcement that Verizon Communications
amended its previous agreement to acquire MCI.  Verizon has
increased the total consideration from $6.75 billion to
approximately $7.6 billion.  As before, the transaction includes
approximately $4.8 billion in Verizon common stock, with the
increase in the amount coming from cash.

The existing long-term debt of other Verizon subsidiaries also
remains on Rating Watch Negative by Fitch, as listed below.  The
'F1' ratings assigned to Verizon Global Funding and Verizon
Network Funding are not on Rating Watch Negative and have been
affirmed.  Verizon Global Funding primarily funds the nonregulated
operations of Verizon.  Verizon Global Funding is a subsidiary of
Verizon and benefits from a support agreement with Verizon.
Verizon Communications' implied senior unsecured rating is also
'A+'.

As disclosed in a press release dated Feb. 14, 2005, Fitch's
rating action reflects the need to evaluate these:

     -- The moderately higher business risk profile of Verizon
        following its acquisition of MCI;

     -- The potential synergies to be achieved;

     -- The outcome of the regulatory approval process;

     -- The potential for other bids to arise for MCI.

In agreeing to an amended agreement with Verizon, MCI has rejected
a cash and stock offer from Qwest that totals $26.00 per share, or
approximately $8.4 billion.  At this time, Qwest's response to the
improved Verizon offer is not clear; in any event, Fitch will
continue to monitor the position of each of the three companies.

Taking into account the remaining cash on MCI's balance sheet and
the size of Verizon relative to MCI, the transaction is not
expected to have a material effect on Verizon's credit protection
measures.  Verizon's liquidity is strong, as it has an undrawn $5
billion credit facility to back its commercial paper.  The
facility expires in June 2005 and has a two-year termout option.
In 2004, free cash flow after dividends and capital spending was
approximately $4.3 billion.  Intermediate-term liquidity needs are
expected to be addressed through strong free cash flows and could
be supplemented by additional asset sales.

The transaction will be subject to regulatory and shareholder
approval.  After the necessary approvals are obtained, the
transaction is expected to close, which could be in the first half
of 2006.  Material conditions arising from the regulatory approval
process could have an impact on the final economics of the
transaction and the ultimate credit profile of the combined
company.

At this time it has not been disclosed if Verizon will guarantee
or legally assume MCI's outstanding debt.  Without a guarantee,
MCI's debt would likely be upgraded to two notches below Verizon's
rating, but the notching could be more or less depending on an
evaluation of the integration of MCI's assets into Verizon's
operations.

These subsidiary ratings remain on Rating Watch Negative by Fitch:

     Cellco Partnership (Verizon Wireless)

          -- Notes 'A+'.

     GTE Corp.

          -- Debentures/notes 'A+'.

     NYNEX Corp.

          -- Debentures 'A+'.

     Verizon New York

          -- Debentures 'A+'.

     Verizon Credit Corp.

          -- Notes 'A+'.

     Verizon Florida

          -- Senior unsecured debentures 'A+'.

     Verizon New England

          -- Senior unsecured bonds 'A+';
          -- Debentures 'A+';
          -- Notes 'A+'.

     Verizon South

          -- Senior unsecured debentures 'A+'.

     GTE Southwest

          -- Senior unsecured debentures 'A+'.

     Verizon California

          -- First mortgage bonds 'A+';
          -- Senior unsecured debentures 'A+'.

     Verizon Delaware

          -- Senior unsecured debentures 'A+'.

     Verizon Maryland

          -- Senior unsecured debentures 'A+'.

     Verizon New Jersey

          -- Senior unsecured debentures 'A+'.

     Verizon North

          -- First mortgage bonds 'A+'
          -- Senior unsecured debentures 'A+'.

     Verizon Northwest

          -- First mortgage bonds 'A+';
          -- Senior unsecured debentures 'A+'.

     Verizon Pennsylvania

          -- Senior unsecured debentures 'A+'.

     Verizon Virginia

          -- Senior unsecured debentures 'A+'.

     Verizon Washington D.C.

          -- Senior unsecured debentures 'A+'.

     Verizon West Virginia

          -- Senior unsecured debentures 'A+'.

These ratings remain on Rating Watch Negative where they were
placed on May 25, 2004 due to the pending sale of Verizon Hawaii
by Fitch:

     Verizon Hawaii

          -- First mortgage bonds 'BBB-';
          -- Debentures 'BB+'.

These ratings are affirmed by Fitch:

     Verizon Global Funding

          -- Commercial paper 'F1'.

     Verizon Network Funding

          -- Commercial paper 'F1'.

MCI Inc. remains on Rating Watch Positive and rate by Fitch:

     -- Senior unsecured debt 'B'.


MCI INC: Board Accepts Enhanced $7.64 Billion Verizon Proposal
--------------------------------------------------------------
MCI, Inc. (Nasdaq: MCIP) received revised proposals from Verizon
and Qwest, on Tuesday, March 29.  After a review of both
proposals, MCI's Board of Directors accepted Verizon's revised
offer.  MCI and Verizon have amended their February 14, 2005,
merger agreement accordingly.

On March 29, MCI's shares rose 84 cents, or 3.66%, to $23.78 on
the Nasdaq Stock Market composite trading, while Verizon's shares
rose $0.14, or 0.40%, to $34.86.

                     Revised Verizon Proposal

Under the revised Verizon proposal, each MCI share will receive
cash and stock worth at least $23.50, comprising an increase in
cash of $2.75 (or approximately $900 million in the aggregate) to
$8.75 (including MCI's March 15 dividend payment of $0.40 per
share) as well as the greater of 0.4062 Verizon shares for every
share of MCI Common Stock or Verizon shares valued at $14.75.
Under this price protection feature, Verizon may elect to pay
additional cash instead of issuing additional shares over the
0.4062 exchange ratio.

Of the $8.75, up to $5.60 is expected to be paid upon approval of
the transaction by MCI's shareholders.

Under the revised proposal, MCI may be required to pay Verizon a
termination fee in the event the agreement is terminated.  Under
specified circumstances, this termination fee has been increased
to $240 million from $200 million and reimbursement to Verizon for
its expenses up to $10 million.

In making its determination, MCI's Board considered seven factors,
among others:

   -- the changing competitive nature of the telecommunications
      industry;

   -- increasing need for scale and comprehensive wireless
      capabilities;

   -- access economics;

   -- the level and achievability of synergies;

   -- strength of capital structure;

   -- the ongoing ability to sustain network service quality and
      invest in new capabilities; and

   -- ensuring ongoing customer confidence among MCI's large
      enterprise and government customers.

"MCI's Board has been closely and carefully evaluating all of the
recent developments," said Nicholas deB. Katzenbach, MCI Chairman
of the Board.  "We believe Verizon's substantial increase in its
offer, the strength of its competitive position and the financial
certainty at close make this offer compelling to our shareholders,
customers and employees."

A full-text copy of Verizon's Amended Proposal is available for
free at the Securities and Exchange Commission:


http://www.sec.gov/Archives/edgar/data/723527/000119312505063511/dex21.htm

The salient terms of the Amended Agreement and Plan of Merger
among Verizon, its wholly owned subsidiary, ELI Acquisition, LLC,
and MCI, Inc., are:

    (a) Verizon will acquire MCI for $23.10 per share, not
        including the $0.40 per share cash dividend paid by MCI on
        March 15, 2005;

    (b) MCI stockholders will receive total cash of $8.35 per
        share of MCI common stock.  This represents:

        -- up to $5.60 per share in special cash dividends, not
           including the $0.40 per share cash dividend paid by MCI
           on March 15, 2005, less the amount of any dividends
           declared by MCI during the period from February 14,
           2005, to the consummation of the acquisition of MCI by
           Verizon; and

        -- $2.75 per share in cash consideration.

        The previous Merger Agreement provided for up to $4.10 per
        share in special cash dividends, not including the $0.40
        per share cash dividend paid by MCI on March 15, 2005, and
        $1.50 per share in cash consideration.

    (c) Verizon will issue at least 0.4062 shares of Verizon
        common stock for each share of MCI common stock.  The
        exact exchange ratio will be determined by dividing $14.75
        by the volume weighted average of the closing prices of
        Verizon common stock, as the prices are reported on the
        NYSE Composite Transactions Tape, for each of the 20
        trading days ending on the third trading day immediately
        preceding the effective time of the acquisition of MCI by
        Verizon and will be deemed equal to 0.4062 if the quotient
        is less than 0.4062.

The Amended Merger Agreement provides that the $2.75 Per Share
Cash Amount is subject to downward adjustment for certain
remaining bankruptcy claims, including state tax claims, and
certain international tax liabilities, which exceed
$1,775,000,000.  The adjustment threshold in the previous Merger
Agreement was $1,725,000,000.

The Amended Merger Agreement increases to $240,000,000 the
termination fee that, under specified circumstances, MCI may be
required to pay Verizon.  Under the Amended Merger Agreement, MCI
also agreed to reimburse Verizon for up to $10,000,000 in
expenses.

In the event that the MCI board of directors changes, withdraws,
modifies or qualifies its recommendation of the acquisition of
MCI by Verizon to MCI stockholders as a result of a superior
proposal, Verizon has the option to request MCI to cause a
stockholder meeting to be held to consider approval of the
acquisition of MCI by Verizon and the other transactions
contemplated by the Amended Merger Agreement and the Merger
Agreement.  Under the previous Merger Agreement, this right was
limited to situations in which the change in recommendation
resulted from an event that was not known to the MCI board of
directors as of the signing of the Merger Agreement, which became
known prior to MCI stockholder approval and which caused the MCI
board of directors to conclude in good faith that its failure to
effect a change in recommendation would result in a breach of its
fiduciary duties to the MCI stockholders.

               Original MCI/Verizon Merger Terms

The original merger agreement entered into with Verizon on
February 14, 2005, provided MCI shareholders with $6.00 in cash
(including MCI's March 15 dividend payment of $0.40 per share) and
0.4062 Verizon shares, representing a total value of $20.12 per
MCI share based on Verizon's closing share price on March 24,
2005.

                     Revised Qwest Proposal

Qwest's latest offer stands at $10.50 in cash (including MCI's
March 15 dividend payment of $0.40 per share) and 3.735 Qwest
shares (subject to adjustment under a collar which fixes the value
of the Qwest shares at $15.50 provided Qwest's share price is
between $3.74 and $4.57) per MCI share.  The revised Qwest offer
included increased financing by $500 million to $5.75 billion.
Qwest's offer terminates on April 5, 2005.

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

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

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

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.


NOBLE DREW: Wants to Hire Silverman Perlstein as Bankr. Counsel
---------------------------------------------------------------
Noble Drew Ali Plaza Housing Corp. asks the U.S. Bankruptcy Court
for the Southern District of New York for permission to employ
Silverman Perlstein & Acampora, LLP, as its general bankruptcy
counsel.

Silverman Perlstein is expected to:

   a) provide legal advice with respect to the Debtor's powers and
      duties as a debtor-in-possession in the continued management
      and operation of the Debtor's property and affairs;

   b) prepare on behalf of the Debtor all necessary applications,
      motions, answers, orders, reports and other legal documents
      required by the Bankruptcy Code and Federal Rules of
      Bankruptcy Procedure;

   c) assist the Debtor in the development and implementation of a
      disclosure statement and plan of reorganization.

   d) perform all other legal services for the Debtor that are
      necessary in connection with its attempt to reorganize
      its affairs under the Bankruptcy Code.

Gerard R. Luckman, Esq., a Member at Silverman Perlstein &
Acampora, is the lead attorney for the Debtors.  Mr. Luckman
discloses that the Firm received a $40,000 retainer.

Mr. Luckman reports Silverman Perlstein's professionals bill:

     Designation            Hourly Rate
     -----------            -----------
     Counsel                   $490
     Paraprofessionals          $65

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

Headquartered in Brooklyn, New York, Noble Drew Ali Plaza Housing
Corp., filed for chapter 11 protection on March 25, 2005 (Bankr.
S.D.N.Y. Case No. 05-11915).  When the Debtor filed for protection
from its creditors, it listed total assets of $43,500,000 and
total debts of $18,639,981.


NORTEL NETWORKS: Declares Preferred Stock Dividends
---------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX: NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7 (TSX:
NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.

The maximum monthly adjustment for changes in the weighted average
daily trading price of each of the series will be plus or minus
4.0% of Prime.  The annual floating dividend rate applicable for a
month will in no event be less than 50% of Prime or greater than
Prime.  The dividend on each series is payable on May 12, 2005 to
shareholders of record of such series at the close of business on
April 29, 2005.

                          About Nortel

Nortel is a recognized leader in delivering communications
capabilities that enhance the human experience, ignite and power
global commerce, and secure and protect the world's most critical
information.  Serving both service provider and enterprise
customers, Nortel delivers innovative technology solutions
encompassing end-to-end broadband, Voice over IP, multimedia
services and applications, and wireless broadband designed to help
people solve the world's greatest challenges.  Nortel does
business in more than 150 countries.  For more information, visit
Nortel on the Web at http://www.nortel.com For the latest Nortel
news, visit http://www.nortel.com/news


                            *  *  *

As reported in the Troubled Company Reporter on Dec. 10, 2004,
Standard & Poor's Ratings Services placed its B-/Watch Developing
credit rating on Nortel Networks Lease Pass-Through Trust
certificates series 2001-1 on CreditWatch with negative
implications.

The rating on the pass-through trust certificates is dependent
upon the ratings assigned to Nortel Networks, Ltd., and ZC
Specialty Insurance, Co.  This CreditWatch revision follows the
Dec. 3, 2004, withdrawal of the ratings assigned to ZC Specialty
Insurance, Co.  Previously, the rating had a CreditWatch
developing status due to the CreditWatch developing status on the
rating assigned to Nortel.

The pass-through trust certificates are collateralized by two
notes that are secured by five single-tenant, office/R&D buildings
that are leased to Nortel ('B-').  Nortel guarantees the payment
and performance of all obligations of the tenant under the leases.
The lease payments do not fully amortize the notes.  A surety bond
from ZC Specialty Insurance Co. insures the balloon amount.


NORTEM NV: Files Liquidation Accounts & Plan of Distribution
------------------------------------------------------------
Nortem N.V. in Liquidation (Nasdaq:MTCH), formerly Metron
Technology N.V., filed its liquidation accounts and plan of
distribution for public inspection with the Dutch Commercial
Registry in Arnhem.  A copy of the liquidation accounts and plan
of distribution as filed in The Netherlands is also available for
public inspection at Nortem's office in The Netherlands and will
be filed with the Securities and Exchange Commission as an exhibit
to a Current Report on Form 8-K which Nortem intends to file
within the next business days.

As described in the liquidation accounts and plan of distribution,
Nortem expects the final distribution to its shareholders to be in
the range of approximately $1.01 to approximately $1.09 per share,
prior to the effect of tax withholding requirements, as discussed
in the Current Report on Form 8-K filed by Nortem with the SEC on
February 28, 2005.  Within two months after the date of the filing
of the liquidation accounts and plan of distribution, Nortem's
creditors or other entitled parties may file with the court an
opposition to Nortem's liquidation.  Nortem may not make the final
liquidating distribution until such two months have passed and
there is no opposition to Nortem's liquidation.  The amount of the
final liquidating distribution will depend on a number of factors,
including the final amount of its liabilities, costs of operations
during the liquidation period, other related costs involved in the
wind down and liquidation of Nortem.  The timing and amount of the
final liquidating distribution will be determined by Nortem's
liquidators in accordance with the plan of distribution.

                     Nasdaq Delisting Hearing

The Nasdaq National Market has scheduled a hearing today,
March 31, 2005, to determine when Nortem's common stock will be
delisted from Nasdaq.  Nortem does not anticipate that its stock
will continue to be traded on NASDAQ after March 31, 2005.

Nortem N.V. f/k/a Metron Technology N.V. used to outsource
solutions to the semiconductor industry.  Metron was focused on
delivering outsourcing alternatives to semiconductor device
manufacturers, original equipment manufacturers and suppliers of
production materials.  The Company used to provide semiconductor
device manufacturers with an alternative for outsourcing non-core,
critical functions of the wafer fabrication facility.  The company
is now being liquidated.


NORTHWESTERN CORP: Michael Hanson Succeeds Gary Drook as President
------------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
said its Board of Directors has named Michael J. Hanson as
President.

Mr. Hanson, 46, has been with NorthWestern since 1998 and most
recently served as Chief Operating Officer.  Previously, he served
as President and Chief Executive Officer of NorthWestern Energy,
the Company's utility division.

E. Linn Draper, Jr., Chairman of the Board of Directors, said,
"The Board has the utmost confidence in Mike's ability to lead
NorthWestern in this new chapter of its history.  Through our
restructuring, we have once again become a focused utility
company, and we are confident that we have a leadership team in
place that is uniquely suited to continue to build value for our
stakeholders."

Gary G. Drook, 60, who has served as President and Chief Executive
Officer of NorthWestern since January 2003, said he will retire
effective immediately.

Mr. Drook said, "My goal in leading NorthWestern was to see the
Company through its reorganization.  I am proud of our
accomplishments and am pleased to see the Company in a solid state
today.  With my main objectives achieved, I feel it is time for me
to move on."

Mr. Hanson said, "It is a great opportunity to lead NorthWestern
in this new era.  I look forward to working with the Board and
management team to build solid, sustainable growth for
NorthWestern."

Mr. Draper continued, "We thank Gary for his leadership through
NorthWestern's reorganization.  We wish him all the best in his
retirement."

Mr. Hanson holds a Juris Doctor degree from William Mitchell
College of Law, a Bachelor of Science degree in Accountancy from
the University of Wisconsin, and attended the United States Naval
Academy with a focus on Engineering/Political Science.

Prior to joining NorthWestern, Mr. Hanson was general manager and
chief executive of Northern States Power's North Dakota and South
Dakota operations.  He worked for NSP for nearly 20 years in
various financial, legal and operating leadership positions.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.

At Sept. 30, 2004, Northwestern Corp.'s balance sheet showed a
$602,981,000 stockholder's deficit, compared to a $585,951,000
deficit at Dec. 31, 2003.


PHH MORTGAGE: Fitch Rates $183,129 Private Class B-5 at B
---------------------------------------------------------
PHH Mortgage Capital LLC $114.8 million mortgage pass-through
certificates, series 2005-2:

     -- Classes A-1 through A-6, R-I, and R-II certificates
        (senior certificates) 'AAA';

     -- $5.6 million privately offered class B-1 certificates
        'AA';

     -- $732,515 privately offered class B-2 certificates 'A';

     -- $366,258 privately offered class B-3 certificates 'BBB';

     -- $305,215 privately offered class B-4 certificates 'BB';

     -- $183,129 privately offered class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 6.00%
subordination provided by:

          * the 4.55% class B-1,
          * the 0.60% class B-2,
          * the 0.30% class B-3,
          * the 0.25% class B-4,
          * the 0.15% class B-5, and
          * the 0.15% privately offered class B-6 (which is not
            rated by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the servicing capabilities of PHH Mortgage Corporation, which is
rated 'RPS1' by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 245 one- to four-family conventional, 30-
year and 15-year fixed-rate mortgage loans secured by first liens
on residential mortgage properties.  As of the cut-off date (March
1, 2005), the mortgage pool has an aggregate principal balance of
approximately $122,085,892, a weighted average original loan-to-
value ratio -- OLTV -- of 69.81%, a weighted average coupon
-- WAC -- of 5.745%, a weighted average remaining term -- WAM --
of 327 months, and an average balance of $489,306.  The loans are
primarily located in:

          * California (16.75%),
          * New Jersey (12.12%), and
          * Illinois (8.17%).

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,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

All of the mortgage loans were either originated or acquired in
accordance with the underwriting guidelines established by PHH
Mortgage Corporation.  Any mortgage loan with an OLTV in excess of
80% is required to have a primary mortgage insurance policy.
Approximately 3.19% of the mortgage loans are pledged asset loans.
These loans, also referred to as Additional Collateral Loans, are
secured by a security interest, normally in securities owned by
the borrower, which generally does not exceed 30% of the loan
amount.  Ambac Assurance Corporation provides a limited purpose
surety bond, which guarantees that the trust receives certain
shortfalls and proceeds realized from the liquidation of the
additional collateral, up to 30% of the original principal amount
of that additional collateral loan.

Citibank N.A. will serve as trustee.  For federal income tax
purposes, an election will be made to treat the trust fund as two
real estate mortgage investment conduits.


PORTUS ALTERNATIVE: Court Extends KPMG's Appointment as Receiver
----------------------------------------------------------------
The Ontario Securities Commission obtained a court order extending
the appointment of KPMG Inc. as the receiver of all the property,
undertaking and assets of Portus Alternative Asset Management Inc.
and BancNote Corp.

On April 8, 2005, Portus Asset Management Inc. will bring a motion
seeking to terminate the receivership against it.  The Court
ordered the extension of the receivership relating to Portus Asset
Management Inc. until that date.

The court appointment, originally made March 4, 2005, authorizes
the receiver to take control of any assets and preserve any
documents of the above-noted parties.  KPMG is also empowered to
conduct investigations as appropriate and respond to questions and
claims of Portus' clients.

KPMG LLP is the Canadian member firm of KPMG International, the
global network of professional services firms that aim to turn
knowledge into value for the benefit of their clients, people and
capital markets.  With nearly 100,000 people worldwide, KPMG
member firms provide audit, tax and advisory services from more
than 715 cities in 148 countries.  In Canada, KPMG delivers
corporate restructuring and other insolvency-related services
through KPMG Inc.


PRIME CAMPUS: Taps Goodrich Postnikoff as Bankruptcy Counsel
------------------------------------------------------------
Prime Campus Housing, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Goodrich,
Postnikoff & Albertson, LLP, as its general bankruptcy counsel.

Goodrich Postnikoff is expected to:

   a) advise the Debtor with respect to its rights, duties and
      powers in the continued operation and management of its
      business and properties;

   b) advise and assist the Debtor in the negotiation and
      documentation of agreements, debt restructuring and its
      related transactions, and in monitoring of transactions
      proposed by parties in interest;

   c) review and monitor the nature and validity of liens asserted
      against the Debtor's property, advise the Debtor concerning
      the enforceability of those liens and on actions that can be
      taken by the Debtor to collect and recover property for the
      benefit of the Debtor's estate;

   d) prepare on behalf of the Debtor all necessary applications,
      motions, pleadings, draft orders, notices and other
      documents, and review all financial and other reports to be
      filed in the Debtor's chapter 11 case;

   e) advise and assist the Debtor in the formulation, negotiation
      and promulgation of any plan of reorganization; and

   f) perform all other legal services for the Debtor that are
      necessary and appropriate in its chapter 11 case.

Joseph F. Postnikoff, Esq., a Partner at Goodrich Postnikoff, is
the lead attorney for the Debtor.  Mr. Postnikoff discloses that
the Firm received a $40,000 retainer.

Prime Campus had not yet received Goodrich Postnikoff's hourly
rates for its professionals when the Debtor filed the employment
application with the Court.

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

Headquartered in Omaha, Nebraska, Prime Campus Housing, LLC,
operates a 1017-bed coeducational full-service dormitory located
at Lubbock County, Texas.  Prime Campus filed for chapter 11
protection on March 21, 2005 (Bankr. N.D. Tex. Case No. 05-50311),
estimating assets and debts to $10 million to $50 million.


QWEST COMMS: May Press Bid for MCI Inc., Reports Say
----------------------------------------------------
MCI Inc.'s board of directors accepted Verizon's revised
$7.64 takeover proposal over Qwest Communications International
Inc.'s $8.45 billion counter-party bid.  This is now the second
time MCI has opted for a lower payment from Verizon out of concern
about Qwest's questionable financial health and business
prospects, Bruce Meyerson of Associated Press said.  When MCI's
board accepted Verizon's original $6.75 billion offer in mid-
February, it did so with an $8 billion bid on the table from
Qwest, Mr. Meyerson said.

                Qwest Insists Its Bid is Better

Qwest sent a letter on Monday to MCI's Board of Directors
reiterating that its proposed stock and cash merger agreement
dated March 16, 2005, is superior to Verizon's.  Qwest also
threatened to withdraw its offer if MCI wouldn't respond by
April 5, 2005.

Richard C. Notebaert, Chief Executive Officer of Qwest, wrote
that after the inclusion of MCI's March 16, 2005 dividend payment
of $0.40 per share, Qwest's offer is valued at $26 per MCI share,
which consists of:

    (i) $10.10 in cash; and

   (ii) $15.50 of Qwest common stock based on an exchange ration
        of 3.735 Qwest shares per MCI share, subject to the Value
        Protection Mechanism.

According to Mr. Notebaert, Qwest has reviewed its financing
plan.  Mr. Notebaert stated that Qwest has increased its
financing by $500 million to $5.75 billion, in response to MCI's
request for additional assurances.

A full-text copy of Qwest's March 28 letter and the terms of
Qwest offer are available for free at the Securities and Exchange
Commission:

http://www.sec.gov/Archives/edgar/data/723527/000104746905007936/a2154710z425.htm

Qwest reportedly hired proxy adviser, The Altman Group to
challenge the MCI-Verizon merger pact, people familiar with the
matter told Dana Cimilluca of Bloomberg News.  The Altman Group,
Bloomberg said, will canvass MCI shareholders to help Denver-based
Qwest, the No. 4 U.S. local-telephone company, gauge whether
they'll back a revised offer.

"We respect the right of Verizon to change the composition and
value of their bid, but we still believe our proposal creates
superior value for shareowners," Qwest said in a press statement.
"We are going to assess the situation and determine what is in the
best interests of shareowners, customers and employees."

MCI received revised proposals from Verizon and Qwest, on Tuesday,
March 29.  After a review of both proposals, MCI's Board of
Directors accepted Verizon's revised offer.  MCI and Verizon have
amended their February 14, 2005, merger agreement accordingly.

On March 29, MCI's shares rose 84 cents, or 3.66%, to $23.78 on
the Nasdaq Stock Market composite trading, while Verizon's shares
rose $0.14, or 0.40%, to $34.86.

                     Revised Verizon Proposal

Under the revised Verizon proposal, each MCI share will receive
cash and stock worth at least $23.50, comprising an increase in
cash of $2.75 (or approximately $900 million in the aggregate) to
$8.75 (including MCI's March 15 dividend payment of $0.40 per
share) as well as the greater of 0.4062 Verizon shares for every
share of MCI Common Stock or Verizon shares valued at $14.75.
Under this price protection feature, Verizon may elect to pay
additional cash instead of issuing additional shares over the
0.4062 exchange ratio.

Of the $8.75, up to $5.60 is expected to be paid upon approval of
the transaction by MCI's shareholders.

Under the revised proposal, MCI may be required to pay Verizon a
termination fee in the event the agreement is terminated.  Under
specified circumstances, this termination fee has been increased
to $240 million from $200 million and reimbursement to Verizon for
its expenses up to $10 million.

In making its determination, MCI's Board considered seven factors,
among others:

   -- the changing competitive nature of the telecommunications
      industry;

   -- increasing need for scale and comprehensive wireless
      capabilities;

   -- access economics;

   -- the level and achievability of synergies;

   -- strength of capital structure;

   -- the ongoing ability to sustain network service quality and
      invest in new capabilities; and

   -- ensuring ongoing customer confidence among MCI's large
      enterprise and government customers.

"MCI's Board has been closely and carefully evaluating all of the
recent developments," said Nicholas deB. Katzenbach, MCI Chairman
of the Board.  "We believe Verizon's substantial increase in its
offer, the strength of its competitive position and the financial
certainty at close make this offer compelling to our shareholders,
customers and employees."

               Original MCI/Verizon Merger Terms

The original merger agreement entered into with Verizon on
February 14, 2005, provided MCI shareholders with $6.00 in cash
(including MCI's March 15 dividend payment of $0.40 per share) and
0.4062 Verizon shares, representing a total value of $20.12 per
MCI share based on Verizon's closing share price on March 24,
2005.

                     Revised Qwest Proposal

Qwest's latest offer stands at $10.50 in cash (including MCI's
March 15 dividend payment of $0.40 per share) and 3.735 Qwest
shares (subject to adjustment under a collar which fixes the value
of the Qwest shares at $15.50 provided Qwest's share price is
between $3.74 and $4.57) per MCI share.  The revised Qwest offer
included increased financing by $500 million to $5.75 billion.
Qwest's offer terminates on April 5, 2005.

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

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

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

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.


RUTTER INC: Raising $11M from Equity & Convertible Debt Deal
------------------------------------------------------------
Rutter Inc. agreed to terms and will proceed with transactions to
inject $11 million into the Company -- $10 million through a
convertible debenture arrangement and $1 million through a
concurrent equity offering.

The issue price of each debenture will be $1,000, each bearing an
interest rate of 10% per annum, payable in cash semi-annually.
Each debenture will be convertible at the holder's option
into common shares of the Company at any time prior to the
June 30, 2008, Maturity Date at a conversion price of $1.00 per
Common Share.  The conversion right will be subject to standard
anti-dilution provisions.

Concurrently, and as a condition of closing of the debentures,
certain directors and senior officers of the Company will be
required by the lenders to subscribe for an aggregate of 1 million
Common Shares at an issue price per Common Share equal to the
above noted $1.00 Conversion Price.

"What we have here is an extremely favourable refinancing
arrangement that will allow Rutter to replace on better terms,
approximately $5.6 million in long term debt currently held by
Bank of Montreal Capital Corporation and the Business Development
Bank of Canada," said Donald I. Clarke, Chairman and CEO of Rutter
Inc.  "The remainder will be used to reduce current debt and
provide ongoing working capital for the Company.  These lenders
are existing large external shareholders of Rutter who understand
our current circumstances and believe in our future," said Mr.
Clarke.  "Their expectation that management purchase $1 million in
additional equity in the Company at the above market price of
$1.00 is a reasonable stipulation considering the confidence they
are showing in management and Rutter.  I believe this shows a
desire to ensure fairness to all shareholders going forward,"
added Mr. Clarke.

The Debentures will not be redeemable except that Rutter will be
entitled, for a period of 45 days following the date that is
12 months following the Closing Date, to redeem up to $5 million
of the principal amount of the Debentures on a pro rata basis at a
price equal to 102% of the principal amount of the Debentures plus
accrued and unpaid interest.

"What this last mechanism allows Rutter to do is prevent
conversion of up to $5 million of these Debentures in the event
that we see an improvement in our cash position either through
sales growth and settlement of the SEA change orders that has
caused us this difficulty," said Mr. Clarke "We are also free to
replace that $5 million with non-convertible debt should that
opportunity arise.  Under the circumstances this is a fair minded
way to reward our new lenders for the additional risk they are
undertaking while preserving the opportunity for all shareholders
to participate in an improved outlook without unnecessary future
dilution," said Mr. Clarke.  "This deal has been ratified by
independent members of the Rutter Board and the Leadership Team is
very pleased with both the terms and the candor with which our new
lenders have approached this restructuring of our balance sheet.
Everyone is in a better position moving forward."

Toronto-based McFarlane Gordon Inc. will again act as the Agent
for Rutter and at the discretion of Rutter will have the right to
invite certain other investment dealers to also act as agents.
Under the agreement, the Agents shall be paid cash Debenture
Commission equal to 6% of the gross proceeds of that component of
the offering.  In addition, the Agents shall be paid a cash fee
equal to 3% of the gross proceeds of the concurrent equity
offering.  As additional compensation, the Agents will receive, on
closing, compensation warrants exercisable to acquire an aggregate
of 500,000 Common Shares of the Company.  The Compensation
Warrants shall be exercisable for a period of two years following
the Closing Date at an exercise price per Option Share equal to
the $1.00 Conversion Price.  The Compensation Warrants will be
subject to standard anti-dilution provisions.

Assuming the sale and conversion of all $10,000,000 principal
amount of debentures, the sale of all 1,000,000 Common Shares to
Insiders and the exercise of all 500,000 Compensation Warrants
(but not the exercise of any other outstanding options or
warrants), the total potential dilution expected will be 31.6%.

As the maximum number of common shares issuable under these
transactions may exceed the maximum number of securities issuable
without security holder approval under the rules of TSX, Rutter
has applied to the TSX for an exemption from the security holder
approval requirement provided for under section 604(e) of the TSX
Company Manual relating to financial hardship.  This exemption was
relied upon because much of the debt being refinanced by the
proceeds of this financing was recently re-classified as short-
term debt because the Company was in default of certain covenants
and waivers of certain defaults were not made available to the
Company by the applicable lenders in a timely fashion, creating
some instability for the Company.  This uncertainty was further
reflected by the 'going concern' qualification contained in the
Company's recently released financial statements.

"We are naturally pleased to see that the uncertainty surrounding
our overall capital structure and medium term working capital
requirements will be positively resolved by this financing,"
stated Mr. Clarke.

Represented worldwide, Rutter Inc. -- http://www.rutter.ca/-- is
a global enterprise focused on the business of providing
innovative 21st century technologies and engineering solutions
that improve the efficiency and safety of marine, transportation
and other industrial operations.  Key divisions are involved in
product development and marketing, technology manufacturing and
multidisciplinary engineering services.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 17, 2005,
certain management and insiders of Rutter Inc. remain subject to
the Management Cease Trade Order, which was requested by the
Company and granted on Jan. 19, 2005, by the securities regulators
in Newfoundland and Labrador, Quebec, and Alberta.

The reasons for the delay were primarily tied to unanticipated
delays in the final approval of significant change orders over and
above the original value of a $7.8 million project completed by
our subsidiary, SEA Systems Limited.  It also indicated that these
final approvals would enable the Company to establish the final
contract value and the timing of recognition of the related
revenue.

In a press release issued Feb. 28, 2005, Chairman and CEO, Donald
I. Clarke noted, among other things, that the audit of Rutter's
financial statements for the year ended August 31, 2004, is
substantially complete but the auditors were still reviewing
documentation related primarily to SEA.  Accordingly, Rutter said
it would not meet its most recently stated target date of March 5,
2005.  The revised date for release was to occur on or before
Monday, March 14, 2005, with first quarter financial statements to
be released on or before Friday, March 18, 2005, which is within
the sixty-day window contemplated in the granting of Rutter's
management cease trade order.

                             Update

The Company has now concluded it will not be in a position to
release its Annual Financial Statements or its First Quarter
Financial Statements by Friday, March 18, 2005, as a result of
outstanding waivers that are still required from certain of the
Company's lenders.

                        Events of Default

In connection with the release of audited financial statements,
the Company must obtain waivers in respect of certain defaults
under debentures issued by the Company to BMO Capital Corporation
and Business Development Bank of Canada.  The defaults under the
Debentures relate to certain financial ratios the Company must
maintain relative to working capital and the relationship between
debt and EBITDA (earnings before interest, taxes, depreciation and
amortization).  The waivers have been requested and the Secured
Creditors have advised that they will be appointing a consultant
to assist them in assessing whether they will be granting the
waivers.  Accordingly, the release of the Company's Annual and
First Quarter Interim Financial Statements and the Annual
Information Form will be further delayed until such time as the
waivers are obtained.


SAFETY-KLEEN: Dennis McGill Replaces Bob Gary as EVP & CFO
----------------------------------------------------------
Safety-Kleen Systems reported that Executive Vice President and
Chief Financial Officer Bob Gary is stepping down from his role at
the Plano, Texas-based industrial waste management company.

Mr. Gary joined Safety-Kleen in April 2003 specifically to help
the company achieve two key objectives:

   -- provide financial leadership and expertise in helping the
      company emerge from bankruptcy; and

   -- assist the company in improving its financial controls and
      liquidity.

"During Bob's tenure, he more than achieved his goals -- Safety-
Kleen emerged from Chapter 11, improved its financial condition,
strengthened its internal controls and improved its liquidity,"
said Safety-Kleen CEO and President Frederick J. Florjancic.  "His
stellar work has helped Safety-Kleen establish a solid foundation
for its continued turnaround."

Mr. Florjancic noted that Mr. Gary will assist the company over
the coming weeks in concluding the refinancing of its senior debt
facilities.

Succeeding Mr. Gary as Executive Vice President and Chief
Financial Officer beginning in April will be Dennis McGill.  Mr.
McGill joins Safety-Kleen from GAB Robins Group of Companies in
Parsippany, N.J.  In his new capacity, Mr. McGill will oversee
Safety-Kleen's Finance department, including accounting, planning,
forecasting, budgeting, treasury, accounts receivable, and
relations with lenders, creditors and the financial community.

Mr. McGill's professional experience includes more than 20 years
of financial, operational, and enterprise leadership across the
country at such companies as Savers, Miami Cruiseline Services,
Hastings Entertainment, and Galoob Toys.  He began his career at
Deloitte & Touche and holds both a B.S. and MBA (Finance) degrees
in business administration from the University of California at
Berkeley.

"We are pleased to have Dennis join the Safety-Kleen team," says
Mr. Florjancic.  "We know he will be a significant asset to our
senior leadership staff as we continue to grow and succeed in the
future."

Headquartered in Delaware, Safety-Kleen Corporation --
http://www.safety-kleen.com/-- provides specialty services such
as parts cleaning, site remediation, soil decontamination, and
wastewater services.  The Company, along with its affiliates,
filed for chapter 11 protection (Bankr. D. Del. Case No. 00-02303)
on June 9, 2000.  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,031,304,000 in assets and $3,333,745,000 in liabilities.


SAVVIS COMM: Has Until Sept. 19 to Comply with Nasdaq Bid Rule
--------------------------------------------------------------
SAVVIS Communications (NASDAQ:SVVS), a leading global IT utility,
received a letter from The Nasdaq Stock Market advising that the
company has 180 days, until September 19, 2005, to regain
compliance with The Nasdaq SmallCap Market's $1.00 minimum bid
price rule.  The grace period is extendable by another 180 days,
to March 20, 2006, if SAVVIS meets certain other listing
requirements.  If the company does not regain compliance within
the allotted period, Nasdaq will send the company a notice that it
is subject to a delisting from Nasdaq, which SAVVIS would be able
to appeal to a Nasdaq Listing Qualifications Panel.

SAVVIS received the notification because the bid price of SAVVIS'
common stock closed below $1.00 per share for 30 consecutive
business days.  Under NASD Marketplace Rules, $1.00 per share is
the minimum required for continued listing. If, at any time during
the grace period, the bid price of the company's common stock
closes at $1.00 per share or more for at least ten consecutive
business days, Nasdaq will notify the company that it complies
with the Rule. SAVVIS has existing stockholder authorization for
both a one-for-five and a one-for-ten reverse split of its
outstanding common stock.

                           About SAVVIS

SAVVIS Communications (NASDAQ:SVVS) -- http://www.savvis.net/--  
is a leading global IT utility services provider that delivers
secure, reliable, and scalable hosting, network, and application
services.  SAVVIS' strategic approach combines the use of
virtualization technology, a utility services model, and automated
software management and provisioning systems.  SAVVIS solutions
enable customers to focus on their core business while SAVVIS
ensures the quality of their IT infrastructure.  With an IT
services platform that extends to 47 countries, SAVVIS is one of
the world's largest providers of IP computing services.

At Dec. 31, 2004, Savvis Communications' balance sheet showed a
$63,941,000 stockholders' deficit, compared to a $927,000 deficit
at Dec. 31, 2003.


SEARS ROEBUCK: Moody's Downgrades Sr. Unsec. Debt Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded the guaranteed senior
unsecured debt rating of Sears Roebuck Acceptance Corp. to Ba1
from Baa2, as well its commercial paper rating to Not Prime from
Prime 2, and affirmed the Ba1 senior implied rating of Sears
Holding Corporation.  The rating outlook is stable.

Ratings downgraded:

     Sears, Roebuck and Co.

        * Senior unsecured shelf to (P) Ba1 from (P) Baa2;
        * Preferred shelf to (P) Ba3 from (P) Ba1.

     Sears Roebuck Acceptance Corp.

        * Senior unsecured debt to Ba1 from Baa2;
        * Senior unsecured MTN to Ba1 from Baa2;
        * Subordinated MTN to Ba2 from Baa3;
        * Senior unsecured shelf to (P) Ba1 from (P) Baa2;
        * Subordinate shelf to (P) Ba2 from (P) Baa3;  and
        * Commercial paper rating to Not Prime from Prime-2.

     Sears DC Corp.

        * Medium term notes to Ba1 from Baa2.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1;  and
        * $4 billion senior secured revolving credit facility
          at Baa3.

Ratings lowered and will be withdrawn:

     Sears, Roebuck and Co.

        * Long term issuer rating of Baa2 to Ba1 and will be
          withdrawn.

     Sears Roebuck Acceptance Corp.

        * Long term issuer rating of Baa2 to Ba1 and will be
          withdrawn.

These rating actions, which conclude the review for downgrade
initiated on November 17, 2004, follow the recent consummation of
the acquisition of Sears, Roebuck and Co. by Kmart Holdings, and
the closing of a $4 billion senior secured credit facility with
Kmart Corporation and Sears Roebuck Acceptance Corp. as co-
borrowers.  The rating downgrade reflects the increased risk
profile of Sears, Roebuck and Co. following its acquisition by
Kmart as management seeks to improve the performance of two
challenged retailers by integrating certain of their operations,
repositioning their franchises and cross-merchandising the two
main retail concepts.  The primary risk is integration-based as
the new entity will be rationalizing substantial real estate
assets at the same time it is combining significant proprietary
brands.

The Ba1 senior implied rating for Sears Holdings considers the
challenges that management faces as it integrates and re-positions
two challenged retailers in a fiercely competitive environment, as
well as the solid credit metrics that will result from this debt-
free combination and the additional financial flexibility provided
by its real estate holdings.

The Sears franchise, while possessing a market-leading position in
hard lines, remains challenged by its ongoing inability to craft a
cogent soft lines strategy.  Kmart, which has made healthy strides
since its emergence from Chapter 11, has yet to prove it can
compete effectively as a pure retailer in the discount space now
unquestionably led by Wal-Mart.  Moody's notes that the
combination should accelerate the new company's ability to
increase the number of Sears stores in off-mall locations, as well
as allowing the two concepts to cross-merchandise their
proprietary brands.

However, significant square footage for both concepts will still
be devoted to soft lines, categories where both have faced
challenges and which will continue to face fierce competition from
discounters such as Wal-Mart and Target and specialty retailers
such as Gap.  In addition, the integration process, which is never
easy, will be further complicated by the level of real estate
rationalization that is likely necessary.  With combined locations
of over 3,500, it is clear that combinations and closings will
occur, which will magnify the integration risk.

The stable rating outlook reflects Sears Holdings solid position
in its rating category, industry leading hardlines business, and
relatively low levels of funded debt.

Upward rating pressure would result from Sears Holdings
demonstrating:

   (a) that it is successfully integrating the two businesses in
       relation to systems, operations, culture and store
       rationalization;  and

   (b) that the resulting concepts are gaining traction with the
       consumer, including maintenance of Sears' market share in
       hard lines and both Sears and Kmart becoming more credible
       competitors in apparel.

An upgrade would also require Sears Holdings to demonstrate that
it can maintain free cash flow to adjusted debt of at least 7%,
with free cash flow reflecting reasonable capital reinvestment to
maintain a fresh store base, and EBIT margins of at least 3.5%.
A demonstrated ability to access the market on an unsecured basis
would also add to upward rating pressure.

While Sears Holdings is solidly positioned in its rating category,
downward rating pressure would emanate from deterioration in
operating performance that would result in significantly weaker
credit metrics, with free cash flow to adjusted debt of less than
5% and EBIT margins of less than 2.5%.  Qualitatively, should the
company's competitive position erode, or should the integration
not proceed fairly smoothly, a negative outlook is likely, with
continued erosion resulting in a downgrade.

The Baa3 rating of the $4 billion senior secured 5 year revolving
credit facility is notched up one from the senior implied and
considers the facility's favorable position in the proposed
capital structure of Sears Holdings, as well as its receipt of a
pledge of inventory and minimal credit card receivables.
Co-borrowers under this facility will be SRAC and Kmart, with
guarantees from Sears Holdings, Sears, Roebuck and Co. and
principally all domestic subsidiaries.  The advance rates are
conservative, with significant excess availability that provides
cushion to the unsecured creditors.

The unsecured debt at SRAC is guaranteed by Sears, Roebuck and
Co., as well as being a beneficiary of a support agreement from
Sears, Roebuck and Co.  Although this debt is effectively
subordinated to the secured bank facility, there should be
significant tangible assets available to support the position of
senior unsecured creditors given likely drawings under the bank
facility and the rating is therefore at the same level as the
senior implied rating.  Commercial paper issued by SRAC is also
guaranteed by Sears, Roebuck and Co., and its rating was lowered
to Not Prime reflecting the company's non-investment grade senior
unsecured debt rating.  The Not Prime rating will be withdrawn
once the outstanding commercial paper has been repaid.

The medium term notes at Sears DC Corp. benefit from a support
agreement from Sears, Roebuck and Co., which requires Sears,
Roebuck to pay interest on its unsecured notes issued to Sears DC
Corp. sufficient to cover principal and interest obligations at
least 1.005x, as well as a Net Worth Maintenance Agreement, which
requires Sears, Roebuck and Co. to maintain ownership of and
positive shareholders equity in Sears DC Corp.  The notes are
therefore rated at the Ba1 level.

Sears, Roebuck and Co. which operates more than 870 full-line
department stores and approximately 1,300 specialty stores, is the
parent of Sears Roebuck Acceptance Corp., and is a wholly-owned
subsidiary of Sears Holdings, which is headquartered in Hoffman
Estates, Illinois, and is also the parent of K-Mart Corporation,
which operates approximately 1,500 retail stores.


SINO-FOREST CORP: JP Management Values China Assets at $566 Mil.
----------------------------------------------------------------
Sino-Forest Corporation (TSX:TRE) has received the updated,
independent valuation of its commercial forest plantation assets
as well as a prospective valuation of its proposed plantation
development plans in China.

The Company engaged JP Management Consulting (Asia-Pacific) Ltd
(Jaakko Poyry) - a reputable, international consulting firm - to
conduct the valuation.  Using a discounted cash flow methodology,
Jaakko Poyry applied a 12% discount rate to real, pre-tax cash
flows in order to estimate that Sino-Forest's existing forest
plantations (current rotation only), as at December 31, 2004, had
a value of approximately USD $566 million.  The consultants'
report states that Sino-Forest's plantation area was approximately
241,800 hectares at year-end 2004.

Recognizing that Sino-Forest is in the process of significantly
expanding its forest plantation area under management by 200,000
hectares in Heyuan City, Guangdong Province, the consultants
derived the value of approximately USD $774 million for the
"perpetual" re-establishment and maintenance of all Sino-Forest
plantation rotations over a 50-year period.  The report states
that Sino-Forest is "at the forefront of commercial plantation
development in China", and that its position in the market will
likely remain dominant due to its established land bank and long-
term relationships with forestry bureaus in the key southern China
provinces of Guangdong, Guangxi, Jiangxi and Fujian.

The previous value of Sino-Forest's plantation assets,
dated October 31, 2003, of USD $345 million, increased to
USD $566 million on December 31, 2004, as a result of revised
discount rate and log price assumptions and inclusion of
approximately 95,100 hectares of additional forest plantation
area. The book value of Sino-Forest's forest assets on its balance
sheet at year end 2004 was approximately USD $360 million.

The Jaakko Poyry Group of companies is a global consulting and
engineering firm with expertise in three core areas - forest
industry, energy, and infrastructure & environment - and employs
4,600 people in 35 countries.

Sino-Forest Corporation (S&P, BB- Credit Rating, Stable Outlook,
July 28, 2004) is involved in the growing & harvesting of
eucalyptus, aspen and pine trees under long-term plantation
programs in Southern China.  The Company also manufactures,
distributes and sells forest products including logs, wood chips
and wood products.


SOLUTIA INC: Closing Nylon Fiber Production Plant in Pensacola
--------------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ) said it will focus the
production of nylon industrial fibers at its Greenwood, S.C.,
plant.  Nylon industrial fibers are used in diverse applications
such as tire reinforcement, automotive airbags, and many other
industrial uses.

As a result of this decision, Solutia will shut down its nylon
industrial fiber manufacturing unit at its plant in Pensacola,
Fla., pending approval by the U.S. Bankruptcy Court.  Solutia's
Pensacola plant will continue to be the world's largest integrated
nylon 6,6 production facility, manufacturing nylon plastics, nylon
carpet fiber, and chemical intermediates for use in nylon
products.  However, it will close its nylon industrial fiber
manufacturing unit by the end of May.  This action will impact
approximately 140 contractors and six Solutia employees.  The
impacted Solutia employees will have opportunities to apply for
positions elsewhere within the company.

"A critical piece of Solutia's reorganization strategy is re-
shaping our asset portfolio so it consists of high-potential
businesses that can consistently deliver returns in excess of
their costs of capital," said Jeffry N. Quinn, president and CEO
of Solutia Inc.  "Focusing our nylon industrial fiber production
at the Greenwood site is our most recent step forward in
implementing this strategy."

The Greenwood nylon industrial fiber unit utilizes much newer
technology than the Pensacola unit, enabling it to achieve lower
costs and higher quality.  In addition to nylon industrial fibers,
the Greenwood plant produces nylon carpet fiber and nylon
plastics.

This matter is subject to bankruptcy court approval, and is
scheduled to be heard in

The U.S. Bankruptcy Court for the Southern District of New York
will hear the Debtors request on April 20.

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 is represented by
Conor D. Reilly, Esq., and Richard M. Cieri, Esq., at Gibson,
Dunn & Crutcher, LLP.


STATES GENERAL: Under Regulatory Supervision, A.M. Best Reports
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to E
(Under Regulatory Supervision) from C++ (Marginal) with a negative
outlook of States General Life Insurance Company (Fort Worth, TX).

This rating action follows the recent issuance of a Notice of
Receivership by the Commissioner of Insurance of the State of
Texas for States General Life Insurance Company.

On January 27, 2005, A.M. Best downgraded the financial strength
rating of States General Life Insurance Company to C++ (Marginal)
from B- (Fair) with a negative outlook. This was due to the
company's significant decline in its capital and surplus funds and
its below minimum level of risk-adjusted capitalization.

For Best's Ratings, an overview of the rating process and rating
methodologies, please visit Best's Rating Center.

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

States General Life Insurance Company was placed into permanent
receivership in Texas on March 9, 2005.  The Special Deputy
Receiver is:

          Jack M. Webb
          2508 Ashley Worth Blvd., Suite 100
          Austin, TX 78738
          Telephone 512-263-4650.

At December 31, 2003, data available from the Texas Department of
Insurance shows that States General Life Insurance Company had
$11,285,544 in assets and $6,613,307 in liabilities.  The company
wrote life, accident and health insurance policies.


SYSTEMS DESIGN: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Systems Design, Inc.
        1420 9th Street, NW
        Washington, DC 20001

Bankruptcy Case No.: 05-00478

Chapter 11 Petition Date: March 29, 2005

Court: District of Columbia (Washington, D.C.)

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Cohen, Baldinger & Greenfeld LLC
                  7101 Wisconsin Avenue, Suite 1200
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350

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

Total Debts:  $1 Million to $10 Million

Debtor's 21 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Provident Bank                                $224,444
PO Box 2394
Baltimore, MD 21203-2394

Wendell P. Gardner, Jr.                       $200,000
8115 East Beach Drive
Washington, DC 20012

Provident Bank                                $152,433

Provident Bank                                 $73,940

Life Fitness                                   $68,000

The Home Depot                                 $32,000

Track Corporation                              $27,945
c/o Nationwide Recovery Systems

Barbara Fisher                                 $27,000

Internal Revenue                               $26,000

Free Motion Fitness, Inc.                      $25,016

Maryland Office Furniture                      $24,208
c/o Scaldara & Potler, LLP

Free Motion Fitness, Inc.                      $20,016

ICI                                            $18,000

Sit On It Seating, Inc.                        $17,791
c/o McKenzie, Becker & Stevens, Inc.

Thompson, Cob, Bazilio & Ass.                  $16,000

Bernhardt Furniture                            $15,435
c/o Furniture Manufactures Credit

Bretford Furniture Manufacture                 $14,987

James Haynes                                   $14,986

Indiana Furniture Industries                   $12,852

Jack White & Associates                        $12,437

Sun Trust Bank fka Crestar Bank                $10,486
c/o Rubenstein, Cogan, Beehler & Quick


THISTLE MINING: CCAA Restructuring Delays Financial Report Filing
-----------------------------------------------------------------
Thistle Mining, Inc., obtained an order on January 7, 2005, to
commence Thistle's restructuring under the Companies' Creditors
Arrangement Act.

Thistle will be unable to file its consolidated financial
statements for the fiscal year ended December 31, 2004, and
related documentation like management discussion and analysis and
the annual information form by March 31, 2005, as required by the
securities legislation applicable in the provinces in which
Thistle is a reporting issuer.  Thistle's share trading facility
on the Alternative Investment Market of the London Stock Exchange
will be suspended if financial statements are not published by
June 30, 2005.

The preparation and filing of the Annual Financial Statements and
the First Quarter Financial Statements have been delayed as the
result of Thistle's restructuring activities under the CCAA.

Thistle also anticipates that it will be unable to file its
interim financial statements for the three-month period ended
March 31, 2005, and related documentation by May 15, 2005.

It is anticipated that Thistle will be able to file the Annual
Financial Statements and the First Quarter Financial statements
after the completion of its restructuring process.  At this time
it is expected that Thistle will emerge from its restructuring
process prior to the summer of 2005.

In accordance with Ontario Securities Commission Policy 57-603,
Thistle intends to satisfy the provisions of the alternate
information guidelines, including the disclosure of any material
change to information disseminated to the marketplace to date,
until the time as it has complied with its financial statement
filing requirements.  Thistle also intends to disclose the same
information that it provides to its creditors in the same manner
in which it would report a material change.

If Thistle has not filed the Annual Financial Statements and
the First Quarter Financial Statements by May 31, 2005, and
July 15, 2005, respectively, Thistle will have been in default of
its financial statement filing requirements for a period of two
months.  The Ontario Securities Commission may impose a cease
trade order against Thistle if those defaults are not remedied
prior to those dates.

Thistle Mining -- http://www.thistlemining.com/-- says its goal
is to become one of the fastest gold mining growth operations in
the world.  Thistle has focused on acquiring companies with
established reserves and will not be developing green field sites.
The company operations in South Africa and Kazakhstan are in
production, while the Masbate project in the Philippines is
forecast to commence production in the latter half of 2005.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Thistle Mining, Inc., intended to undertake a restructuring of its
debt and equity in accordance with a restructuring and lock-up
agreement signed Dec. 20, 2004, among Thistle, Meridian Capital
Limited and Meridian's affiliate, Thistle Holdings Limited.

The proposed restructuring will result, upon implementation, in
these percentages of all the issued shares of Thistle being held
as follows:

   -- 70% Meridian Capital Limited;

   -- 25% Holders of secured and certain unsecured convertible
      loan notes; and

   -- 5% Affected unsecured creditors and existing shareholders
      of Thistle Mining Inc.

The existing equity issued by Thistle will be cancelled.  The 5%
of new equity to be issued by Thistle to its affected unsecured
creditors and its existing shareholders upon implementation will
be allocated between them in a manner to be determined by Meridian
Capital Limited.  The percentage of shares to be received by the
existing shareholders will depend on the amount of claims by
Thistle's affected unsecured creditors.

Upon implementation, Thistle will be indebted to Meridian in the
principal amount of US$ 20 million (and in the additional
principal amounts loaned by Meridian to any subsidiary of Thistle
after Dec. 16, 2004 and before the date of the initial CCAA
Order).  The amount will include the principal amount of Cdn
$3,930,000 loaned by Meridian to a subsidiary of Thistle on
Dec. 20, 2004.

Holders of a significant principal amount of Thistle's secured
convertible loan notes are in support of the plan.

Thistle is confident that the proposed plan will enable the
Company to restructure in a manner, which will be beneficial to
Thistle and its creditors.


TRICO MARINE: Thomas E. Fairley Steps Down as President & CEO
-------------------------------------------------------------
Trico Marine Services, Inc. (OTC Pink Sheets: TRMA), reported that
Thomas E. Fairley stepped down as President and Chief Executive
Officer of the Company, effective March 31, 2005.  After assisting
the Company through its restructuring and recent exit from Chapter
11, Mr. Fairley informed the Board of his decision to leave the
Company.  Mr. Fairley will also leave the Board of Directors of
the Company as of the same date.  The Board accepted Mr. Fairley's
resignation, thanking him for his many years of service to Trico
and wishing him well for the future.

The Company commenced a search for a new President and Chief
Executive Officer.  Candidates both inside and outside the Company
are being considered for the position.  Joseph S. Compofelice,
Chairman of the Board, has been named as interim Chief Executive
Officer until the search is completed and a new President and
Chief Executive Officer is named.  Mr. Compofelice will continue
to serve as Chairman of the Board.

"Tommy Fairley's dedication and loyalty to the Company and its
employees is unparalleled.  His team-building spirit, sense of
humor and straightforward manner have been assets to the Company
throughout his career," said Joe Compofelice.  "As co-founder of
Trico, he has made an indelible mark on the Company and we express
our sincere gratitude for his 25 years of service and commitment
to the Company."

Mr. Compofelice emphasized "Trico's strategy remains unchanged: to
focus our efforts on international markets, to delever the balance
sheet and to improve our cost structure while maintaining the
outstanding level of service our customers have come to expect
from the Company."

Headquartered in New York, Trico Marine Services, Inc.
-- http://www.tricomarine.com/-- provides marine support services
to the oil and gas industry around the world.  The Trico Companies
operate a large, diversified fleet of vessels used in the
transportation of drilling materials, crews and supplies necessary
for the construction, installation, maintenance and removal of
offshore drilling facilities and equipment.  Trico Marine and its
debtor-affiliates filed for chapter 11 protection on Dec. 21, 2004
(Bankr. S.D.N.Y. Case No. 04-17985).  Leonard A. Budyonny, Esq.,
and Robert G. Burns, Esq., at Kirkland & Ellis LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $535,200,000 in
assets and $472,700,000 in debts.


TRITON AVIATION: Moody's Reviews $420.2 Mil Debt & May Downgrade
----------------------------------------------------------------
Moody's Investors Service announced that it is placing under
review for possible downgrade its ratings on four Subclasses of
notes issued by Triton Aviation Finance.

The complete rating action are:

Issuer: Triton Aviation Finance

   * US $285 Million Class A-1 Floating Rate Notes due
     June 15, 2025, rated Ba3, Under Review for Possible
     Downgrade;

   * US $73.3 Million Class A-2 Floating Rate Notes due
     June 15, 2025, rated Ba1, Under Review for Possible
     Downgrade;

   * US $49.5 Million Class B-1 Floating Rate Notes due
     June 15, 2025, rated Caa1, Under Review for Possible
     Downgrade;  and

   * US $12.4 Million Class B-2 Fixed Rate Notes due
     June 15, 2025, rated Caa1, Under Review for Possible
     Downgrade.

The review is due to the several factors including:

   (1) reduced lease rentals in recent months;

   (2) the continued high level of maintenance expenses for the
       pool and the expectation that these will not revert to
       historical levels for the foreseeable future;

   (3) the uncertainty of the timing of future maintenance
       expenses and therefore the potential for high amounts of
       cash being reserved by the servicer, Triton Aviation
       Services Limited, in the expense account, ahead of Class A
       interest in the cash waterfall;  and

   (4) the reduction in the available Dexia credit facility from
       $30M to $20M last month due to the recent amortization of
       Class A Notes, that brought the total outstanding on Class
       A Notes below $360M.

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

(1) budgeted expenses for the aircraft that will come off-lease;

(2) the prospective lease rates;

(3) probability of extension risk with respect to principal
    payments on Class A Notes;  and

(4) residual value analysis on the portfolio that is composed of
    over 80% old-generation aircraft.


UAL CORP: Wants to Settle Varde Fund's Aircraft Claim for $22.4M
----------------------------------------------------------------
On March 15, 1989, UAL Corporation and its debtor-affiliates
entered into a lease agreement for an Aircraft with Tail No.
N353UA with Wilmington Trust Company, as Owner Trustee, and U.S.
Bank, as Mortgagee.  On September 17, 2004, the Court approved the
Debtors' request to reject the Lease.  Prior to rejection, the
Debtors used the Aircraft after the Petition Date, but did not
make any postpetition payments.

In January 2005, U.S. Bank foreclosed its liens on the Aircraft
and the Lease, including Claim Nos. 35501 and 43787.  In
connection with the foreclosure, the Varde Fund, L.P., by and
through a Bill of Sale, became the sole owner of the Lease and
the Claims.

On February 18, 2005, the Court approved the Debtors' request to
settle Varde's administrative claims.  Pursuant to the Order, the
Debtors agreed that they would support the allowance of a general
unsecured claim of between $18,098,742 and $22,356,859, inclusive
of Swap Break Fees related to the Lease of $4,258,117.  However,
if Varde failed to provide documentation of the Swap Break Fee,
the related amounts would be disallowed and the Debtor would
support a general unsecured claim for only $18,098,742.

Varde has presented adequate documentation supporting the Swap
Break Fees.  Accordingly, the Debtors ask the Court for
permission to settle all of Varde's claims related to Tail No.
N353UA, as they relate to Claim Nos. 35501 and 43787, for
$22,356,859.

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)


US STEEL: Names Dennis Quirk Minnesota Ore Operations Gen. Manager
------------------------------------------------------------------
United States Steel Corporation (NYSE: X) appointed Dennis G.
Quirk to the position of general manager-Minnesota Ore Operations,
reporting to David H. Lohr, vice president-plant operations.  In
his new position, Mr. Quirk succeeds James D. McConnell, who has
been named general manager-raw materials and will be relocating to
the company's headquarters in Pittsburgh to oversee the
procurement of raw materials for the company's domestic and
Central European operations.  The appointments are effective
tomorrow, April 1.

"Throughout his career with U. S. Steel, Dennis has demonstrated
strong leadership skills," said Mr. Lohr.  "Following the
acquisition of the National Steel assets in 2003, he played a
primary role in the successful integration of Granite City Works
into U. S. Steel, and he was a major contributor to its excellent
performance in 2004.  We believe his leadership ability, along
with his technical expertise and financial proficiency will help
our Minnesota Ore Operations achieve even higher levels of
performance."

Mr. Quirk, 50, began his career with U. S. Steel in 1976 as a
summer student trainee at National-Duquesne Works near Pittsburgh,
which manufactured tubular products.  He was named turn foreman-
finishing operations in 1978 and turn foreman-forming and welding
in 1981.  In 1983, Mr. Quirk moved to Fairfield Works in Alabama
where he was named general foreman in the seamless pipe mill.  He
moved through a series of increasingly responsible positions in
tubular and flat-rolled operations and was named manager-tubular
operations in 2001.  When U. S. Steel acquired Granite City (Ill.)
Works in 2003, Mr. Quirk was appointed plant manager-finishing
operations, a position he held until being named to his new
position as general manager-Minnesota Ore Operations.

Mr. Quirk graduated from Carnegie Mellon University in Pittsburgh,
in 1977, with bachelor's degrees in both industrial management and
economics.

                      About the Company

U.S. Steel -- http://www.ussteel.com/-- through its domestic
operations, is engaged in the production, sale and transportation
of steel mill products, coke, and iron- bearing taconite pellets;
the management of mineral resources; real estate development; and
engineering and consulting services and, through its European
operations, which include U. S. Steel Kosice, located in Slovakia,
and U. S. Steel Balkan located in Serbia, in the production and
sale of steel mill products.  Certain business activities are
conducted through joint ventures and partially owned companies.
United States Steel Corporation is a Delaware corporation.

                          *     *     *

U.S. Steel's 9-3/4% senior notes due May 15, 2010, carry Moody's
Ba2 rating, Standard & Poor's 'BB' rating, and Fitch's 'BB-'
rating.


VERIZON GLOBAL: Fitch Keeps Long-Term Debt Rating on WatchNegative
------------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative assigned to
Verizon Global Funding's outstanding long-term debt securities,
which are rated 'A+', and the Rating Watch Positive remains on the
senior unsecured debt rating of MCI, Inc., which is rated 'B' by
Fitch, following the announcement that Verizon Communications
amended its previous agreement to acquire MCI.  Verizon has
increased the total consideration from $6.75 billion to
approximately $7.6 billion.  As before, the transaction includes
approximately $4.8 billion in Verizon common stock, with the
increase in the amount coming from cash.

The existing long-term debt of other Verizon subsidiaries also
remains on Rating Watch Negative by Fitch, as listed below.  The
'F1' ratings assigned to Verizon Global Funding and Verizon
Network Funding are not on Rating Watch Negative and have been
affirmed.  Verizon Global Funding primarily funds the nonregulated
operations of Verizon.  Verizon Global Funding is a subsidiary of
Verizon and benefits from a support agreement with Verizon.
Verizon Communications' implied senior unsecured rating is also
'A+'.

As disclosed in a press release dated Feb. 14, 2005, Fitch's
rating action reflects the need to evaluate these:

     -- The moderately higher business risk profile of Verizon
        following its acquisition of MCI;

     -- The potential synergies to be achieved;

     -- The outcome of the regulatory approval process;

     -- The potential for other bids to arise for MCI.

In agreeing to an amended agreement with Verizon, MCI has rejected
a cash and stock offer from Qwest that totals $26.00 per share, or
approximately $8.4 billion.  At this time, Qwest's response to the
improved Verizon offer is not clear; in any event, Fitch will
continue to monitor the position of each of the three companies.

Taking into account the remaining cash on MCI's balance sheet and
the size of Verizon relative to MCI, the transaction is not
expected to have a material effect on Verizon's credit protection
measures.  Verizon's liquidity is strong, as it has an undrawn $5
billion credit facility to back its commercial paper.  The
facility expires in June 2005 and has a two-year termout option.
In 2004, free cash flow after dividends and capital spending was
approximately $4.3 billion.  Intermediate-term liquidity needs are
expected to be addressed through strong free cash flows and could
be supplemented by additional asset sales.

The transaction will be subject to regulatory and shareholder
approval.  After the necessary approvals are obtained, the
transaction is expected to close, which could be in the first half
of 2006.  Material conditions arising from the regulatory approval
process could have an impact on the final economics of the
transaction and the ultimate credit profile of the combined
company.

At this time it has not been disclosed if Verizon will guarantee
or legally assume MCI's outstanding debt.  Without a guarantee,
MCI's debt would likely be upgraded to two notches below Verizon's
rating, but the notching could be more or less depending on an
evaluation of the integration of MCI's assets into Verizon's
operations.

These subsidiary ratings remain on Rating Watch Negative by Fitch:

     Cellco Partnership (Verizon Wireless)

          -- Notes 'A+'.

     GTE Corp.

          -- Debentures/notes 'A+'.

     NYNEX Corp.

          -- Debentures 'A+'.

     Verizon New York

          -- Debentures 'A+'.

     Verizon Credit Corp.

          -- Notes 'A+'.

     Verizon Florida

          -- Senior unsecured debentures 'A+'.

     Verizon New England

          -- Senior unsecured bonds 'A+';
          -- Debentures 'A+';
          -- Notes 'A+'.

     Verizon South

          -- Senior unsecured debentures 'A+'.

     GTE Southwest

          -- Senior unsecured debentures 'A+'.

     Verizon California

          -- First mortgage bonds 'A+';
          -- Senior unsecured debentures 'A+'.

     Verizon Delaware

          -- Senior unsecured debentures 'A+'.

     Verizon Maryland

          -- Senior unsecured debentures 'A+'.

     Verizon New Jersey

          -- Senior unsecured debentures 'A+'.

     Verizon North

          -- First mortgage bonds 'A+'
          -- Senior unsecured debentures 'A+'.

     Verizon Northwest

          -- First mortgage bonds 'A+';
          -- Senior unsecured debentures 'A+'.

     Verizon Pennsylvania

          -- Senior unsecured debentures 'A+'.

     Verizon Virginia

          -- Senior unsecured debentures 'A+'.

     Verizon Washington D.C.

          -- Senior unsecured debentures 'A+'.

     Verizon West Virginia

          -- Senior unsecured debentures 'A+'.

These ratings remain on Rating Watch Negative where they were
placed on May 25, 2004 due to the pending sale of Verizon Hawaii
by Fitch:

     Verizon Hawaii

          -- First mortgage bonds 'BBB-';
          -- Debentures 'BB+'.

These ratings are affirmed by Fitch:

     Verizon Global Funding

          -- Commercial paper 'F1'.

     Verizon Network Funding

          -- Commercial paper 'F1'.

MCI Inc. remains on Rating Watch Positive and rate by Fitch:

     -- Senior unsecured debt 'B'.


WHEELING-PITTSBURGH: Names Harry Page as President & COO
--------------------------------------------------------
Wheeling-Pittsburgh Steel Corp. (Nasdaq: WPSC) said Harry L. Page,
58, will assume the new position of President and Chief Operating
Officer, effective April 1, 2005.  James G. Bradley will continue
as Chairman of the Board and Chief Executive Officer.  As
President and COO, Page will have responsibility for all steel
producing and sales functions, as well as engineering, metallurgy
and quality control.  All other staff functions will continue to
report directly to Mr. Bradley.

"Harry has been a key asset to our organization," Mr. Bradley
said.  "He led Wheeling-Pittsburgh Steel's efforts to improve its
operating and financial performance through technology and
engineering advancements.  His leadership and 30-plus years of
steel industry experience played a vital role in our ability to
develop, finance and successfully integrate our new Consteel(R)
Electric Arc Furnace into our existing primary operations."

The Consteel(R) EAF was the centerpiece of Wheeling-Pittsburgh
Steel's strategy upon its emergence from bankruptcy.  It has been
operating since Nov. 28, 2004, when it produced its first heat.

Mr. Page joined Wheeling-Pittsburgh Steel in March 1998 as Vice
President of Engineering and Environmental Control and has been
Vice President of Engineering, Technology and Metallurgy since
January 1999.  Previously, Mr. Page was with LTV Steel for 30
years, during which he held positions of increasing
responsibility.

Mr. Bradley joined Wheeling-Pittsburgh Steel in October 1995 as
Vice President of Operations and became President and Chief
Executive Officer in April 1998.  He took on the additional duties
as Chairman of the Board on Sept. 4, 2003.

"The promotion of Harry to President and COO provides for a more
balanced executive team which will be better able to manage the
ongoing, day-to-day business, while also implementing our
strategic vision," Mr. Bradley said.

Wheeling-Pittsburgh Steel Corporation and eight debtor-affiliates
filed for Chapter 11 protection on Nov. 16, 2000 (Bankr. N.D. Ohio
Case No. 00-43394).  WPSC was the nation's seventh largest
integrated steelmaker at the time, reporting $1.3 billion in
assets and liabilities exceeding $1.1 billion.  In September 2002,
Royal Bank of Canada filed an application on behalf of the company
with the Emergency Steel Loan Guarantee Board to obtain a $250
million federal steel loan guarantee.  The application for the
loan guarantee was approved in March 2003.  The Debtors' plan of
reorganization was confirmed on June 18, 2003, and the plan became
effective on August 1, 2003.  Michael E Wiles, Esq., at Debevoise
& Plimpton LLP, and James M. Lawniczak, Esq., at Calfee, Halter &
Griswold LLP, represent the Debtor.


WINN-DIXIE: Wants Chap. 11 Case Transferred to Jacksonville, Fla.
-----------------------------------------------------------------
Winn-Dixie Stores, Inc. (OTC Pink Sheets: WNDXQ) asks the U.S.
Bankruptcy Court for the Southern District of New York to transfer
its Chapter 11 case to the Jacksonville Division of the Middle
District of Florida.

Winn-Dixie President and Chief Executive Officer Peter Lynch said,
"We have always been comfortable having our Chapter 11 case heard
in our hometown of Jacksonville.  When we initially made the
decision to file in New York, it was with the understanding that
creditors preferred that location because of its convenience.  In
fact, our research showed that most of our major creditors either
have offices or legal representation in New York.  Now that an
objection from a creditor has caused this matter to become an
unnecessary distraction, we have asked the court in New York to
agree to move the case to Jacksonville as soon as possible."

On March 14, 2005, a Winn-Dixie trade creditor, Buffalo Rock
Company, filed a motion seeking to transfer venue.  In its
response to this motion, filed with the Court, Winn-Dixie said it
disputes Buffalo Rock's assertions.  Nonetheless, Winn-Dixie has
concluded that the issue has become a distraction and that
protracted litigation over venue would only further distract the
Company and its creditors from the fundamental issues to be
resolved in Winn-Dixie's Chapter 11 cases, all of which relate to
the successful reorganization of the company and its emergence
from Chapter 11 as a profitable, viable business.

A court hearing on Winn-Dixie's request to change venue has been
scheduled for April 12, 2005.  Judge Robert D. Drain of the
Southern District of New York currently presides over the Winn-
Dixie case.  If Judge Drain agrees to a change in venue,
procedures would be implemented that would allow for an orderly
transition of the case to the Jacksonville Court.  Winn-Dixie does
not expect that such a transition would significantly delay or
otherwise materially affect its reorganization proceedings.

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


WINN-DIXIE: Gets Final Nod on DIP Financing & Cash Collateral Use
-----------------------------------------------------------------
Judge Drain believes that Winn-Dixie Stores, Inc., and its debtor-
affiliates' ability to continue their businesses and reorganize
under Chapter 11 of the Bankruptcy Code depends upon obtaining a
DIP financing.  The Debtors' businesses cannot survive on the use
of cash collateral only, Judge Drain states.

Thus, on a final basis, the Court approves the Debtors' DIP
Financing Agreement with Wachovia Bank National Association, as
Administrative Agent and Collateral Agent, and other financial
institutions party thereto.

The U.S. Bankruptcy Court for the Southern District New York
overrules all objections to the DIP Financing Motion that have
not been withdrawn or otherwise resolved.

The Debtors are authorized to continue performing under and
comply in all respects with the DIP Agreement and the other Loan
Documents.

The Lender is granted valid, perfected, enforceable and non-
avoidable first priority security interests in and liens, senior
and superior in priority to all other secured and unsecured
creditors of the Debtors' estates.

The Lender's Superpriority Claim and security interests in and
liens will be subordinate to these Carve-Out expenses:

    (a) the fees and expenses of the Clerk of Court and the Office
        of the United States Trustee pursuant to Section 1930(a)
        of the Judiciary Code;

    (b) the allowed reasonable fees and expenses of any Chapter 7
        Trustee appointed for any Debtor's Chapter 7 case,
        provided, that the allowed fees and expenses will not
        exceed $50,000 in the aggregate for purposes of
        constituting a part of the Carve Out Expenses; and

    (c) on and after a Default Point, the Allowed Professional
        Fees, in an aggregate amount not to exceed $12,000,000.

The Default Point means the date when both an Event of Default
have occurred, and the Lender has ceased making advances or other
extensions of credit in accordance with the terms of the DIP
Agreement and the other Loan Documents.

A full-text copy of Judge Drain's Final DIP Order dated March 23,
2005, is available for free at:

    http://bankrupt.com/misc/Winn-Dixie_Final_DIP_Order.pdf


                        Cash Collateral

On a final basis, the Court authorizes the Debtors to use the
Cash Collateral.

Wachovia Bank National Association, in its capacity as
Administrative Agent and Collateral Agent for itself and certain
other financial institutions that are parties from time to time
to the Pre-Petition Credit Agreement, reserves its right to seek
a Section 507(b) claim in an amount equal to any diminution in
the value of its junior liens, as adequate protection.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  D.J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WINN-DIXIE: Has Until Sept. 19 to Make Lease Decisions
------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, Winn-Dixie
Stores, Inc., and its debtor-affiliates must assume, assume and
assign, or reject unexpired nonresidential real property leases
within 60 days after the bankruptcy petition date.

D. J. Baker, Esq., at Skadden, Arps, Meagher & Flom LLP, in New
York, relates that the Debtors are lessees under more than 900
Unexpired Leases, majority of which are used to operate grocery
and drug retail stores.  The facilities and premises leased under
the Unexpired Leases form the platform of the Debtors' ongoing
business operations and are key assets of their estates.

The Debtors, with their advisors' assistance, have begun
identifying Unexpired Leases that will be critical to their
reorganization.  The Debtors are evaluating a variety of factors
to determine whether it is appropriate to assume, assume and
assign, or reject a particular Unexpired Lease.

The Debtors have made significant progress in assessing their
Unexpired Leases, Mr. Baker says.  However, given the size of the
Debtors' Chapter 11 cases, the exceptionally large number of
Unexpired Leases, and the need for them to focus on their primary
objective of stabilizing their business, the Debtors need more
time to adequately assess whether to assume, assume and assign,
or reject each of the Unexpired Leases.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to extend their time to make lease
decisions through and including September 19, 2005, without
prejudice to their right to seek further extensions.

Absent an extension, the Debtors may be compelled, prematurely,
to assume substantial, long-term liabilities under their
Unexpired Leases or forfeit benefits associated with some
Unexpired Leases to the detriment of their ability to operate and
preserve the going-concern value of their business for the
benefit of all creditors and other parties-in-interest.  Deciding
whether and when to assume, assume and assign, or reject
Unexpired Leases requires the Debtors to determine whether the
leased premises are necessary to their future business plan and
whether assigning certain Unexpired Leases will benefit the
Debtors' estates more than rejecting them.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  D.J. Baker, Esq., at Skadden Arps Slate
Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and Brian
C. Walsh, Esq., at King & Spalding LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Bankr. Court Formally Closes 220 Cases
----------------------------------------------------
As previously reported, the Reorganized WorldCom, Inc. and its
debtor-affiliates asked the United States Bankruptcy Court for the
Southern District of New York to enter a final decree closing the
Chapter 11 cases of:

    (a) 171 Merged Subsidiaries, effective as of April 20, 2004;
        and

    (b) 49 Surviving Subsidiaries, effective no later than today.

*   *   *

Judge Gonzalez approves the Debtors' request.

The Chapter 11 cases of WorldCom, Inc., Case No. 02-13533-ajg and
Intermedia Communications, Inc., Case No. 02-42154-ajg will remain
open.

The Chapter 11 cases of the Merged Subsidiaries will be closed
effective as of April 30, 2004.

A complete list of the 171 Merger Subsidiaries is available for
free at:

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

The Chapter 11 cases of the Surviving Subsidiaries will be closed
no later than today.

A complete list of the 49 Surviving Subsidiaries is available for
free at:

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

Judge Gonzalez emphasizes that the Final Decree is intended to
facilitate administration of the Chapter 11 cases only and will
not have any effect whatsoever on the WorldCom Case or the
Intermedia Case.  Furthermore, the Final Decree is without
prejudice to the rights of the Debtors or any other party-in-
interest to seek to reopen the cases for good cause shown.

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


WORLDCOM INC: Settles Dispute Over Intelsat's Claim & Cure Fees
---------------------------------------------------------------
Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, in New
York, relates that by a court order dated December 10, 2002, the
Debtors rejected certain circuit leases with Intelsat Ltd.,
Intelsat USA License Corp. and Intelsat USA Sales Corp.

Subsequently, Intelsat filed three claims against the Debtors:

                                           Unsecured   Secured
    Claim No.          Basis               Claim Amt.  Claim Amt.
    ---------          -----               ----------  ----------
      25759      lease rejection damages
                 pursuant to the
                 Rejection Order dated
                 December 10, 2002        $14,829,381    $305,480

      25757      postpetition payment to
                 to Intelsat that the
                 Debtors later determined
                 were erroneous               821,577           0

      38309      relate to rejected
                 leases pursuant to
                 Schedule 8.01 of the
                 Plan                       5,426,291           0
                                           ----------  ----------
    TOTAL                                 $20,771,770    $305,480
                                           ==========  ==========

The total Allowed WorldCom General Unsecured Claim owing to
Intelsat is $20,771,770.  In accordance with the Debtors' Plan of
Reorganization, Mr. Selbst says, the Debtors are obligated to:

    (i) pay Intelsat $3,707,761; and

   (ii) issue to Intelsat 148,310 shares.

Moreover, the Reorganized Debtors paid a dividend of 40 cents per
share to record equity holders as of November 29, 2004.

Intelsat and the Debtors were also party to a number of
prepetition circuit leases which were not rejected by the Debtors
in the course of the bankruptcy proceeding and do not appear on
the Rejection Schedules.  In accordance with the Plan, these
leases were assumed by the Debtors.  Mr. Selbst asserts that the
Reorganized Debtors owe Intelsat $6,979,464 as cure payment for
the Assumed Leases.

Mr. Selbst presents a summary of the Debtors' cash obligations to
Intelsat:

    Category                                    Amount
    --------                                    ------
    Secured Claim Amount                      $305,480

    Cash Owing for Class 6                   3,707,761
    General Unsecured Claims

    Dividend Amount                             59,324

    Cure Amount on Assumed Leases            6,979,464
                                           -----------
    TOTAL                                  $11,052,028
                                           ===========

Pursuant to Debtors' Confirmed Plan of Reorganization, all general
unsecured claims were to be paid on the Effective Date of the Plan
and cure amounts on assumed leases were to be paid within 30 days
of the Effective Date.

However, Intelsat has not received any distributions on their
allowed general unsecured claims, allowed secured claims, or cure
amounts on leases assumed by the Debtors.  The Reorganized
Debtors refused to tell Intelsat when payment will be made, or the
reason for the lengthy and unjustified delay.

Accordingly, Intelsat asks the United States Bankruptcy Court for
the Southern District of New York to compel the Reorganized
Debtors to immediately:

    (a) distribute to Intelsat the cash and shares of New Common
        Stock it is entitled to receive as distribution on its
        allowed general unsecured claim, including lost dividend
        income that resulted from the Reorganized Debtors' delay
        in issuing the shares;

    (b) pay, in full and in cash, Intelsat's Allowed Secured
        Claim; and

    (c) pay, in full and in cash, cure costs associated with the
        Assumed Leases.

                         Parties Stipulate

To resolve their dispute, the parties entered into a stipulation,
which the Court approved.  They agreed that:

    (a) Intelsat will have an Allowed Administrative Expense Claim
        for $7,857,958;

    (b) Claim No. 38309 will be allowed as a Class 6 WorldCom
        General Unsecured Claim for $3,701,620;

    (c) Claim No. 25759 will be allowed as a Class 6 WorldCom
        General Unsecured for $7,838,159;

    (d) Claim No. 25757 will be allowed as an Administrative
        Expense Claim for $821,577;

    (e) Intelsat will receive cash amounting to $1,754,370 and
        82,394 shares of stock on account of Claim Nos. 38309 and
        25759, and cash totaling $7,857,958 on account of the
        Intelsat Cure Claim and Claim No. 25757;

    (f) Except as expressly provided for, the Intelsat Claims will
        be expunged and disallowed in their entirety;

    (g) Intelsat will release and forever discharge the Debtors
        from and against all actions, claims, and liabilities
        that Intelsat now has or may have had as of April 20,
        2004.

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)


WORLDCOM INC: Bankr. Court Vacates New York Civil Court Order
-------------------------------------------------------------
Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in
Washington, D.C., relates that on September 19, 2002, WorldCom,
Inc. and its debtor-affiliates received a Notice of Claim and
Summons to Appear filed by Akhtar Ali in the Civil Court of the
City of New York Small Claims Part Queens County.  Mr. Ali brought
the Action for alleged breach of contract.  The Summons stated
that an appearance was scheduled for November 7, 2002.

Mr. Strochak tells the United States Bankruptcy Court for the
Southern District of New York that on October 31, 2002, the
Debtors' counsel sent a letter to the Clerk of Court for the
New York Civil Court, enclosing the Notice of Filing of Bankruptcy
for filing.

Furthermore, through a letter dated November 7, 2002, the Debtors
advised the presiding judge in the New York Civil Court that they
were currently in a bankruptcy proceeding in the United States
Bankruptcy Court for the Southern District of New York and that
their bankruptcy petition operated as an automatic stay of all
proceedings.

However, on August 7, 2003, the New York Civil Court entered a
judgment against the Debtors for $3,307, in violation of the
automatic stay.

At the Debtors' behest, the Bankruptcy Court enforces the
automatic stay and vacates the New York Civil Court judgment.

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)


* CDO Expert Angus Duncan Joins Cadwalader as London Partner
------------------------------------------------------------
Angus Duncan, currently a partner at Allen & Overy, will be
joining Cadwalader, Wickersham & Taft LLP as a partner in the
Capital Markets Department, resident in the London office.

A leading expert in structured transactions with particular
emphasis on repackagings and CDO transactions, Mr. Duncan
represents both arrangers and asset managers.  He has been
involved in a number of significant CDO transactions, including
Robeco, Balthazar, Stanton, Sterlingmax, AIG MezzVest and
Callisto.  He has also advised Japanese and international
securities banks and corporations on a wide variety of capital
markets matters.

"Angus is highly respected throughout the market and brings
further strength and expertise to our London team," stated Robert
O. Link Jr., Cadwalader's Chairman and Chair of the Capital
Markets Department.  "Angus' knowledge and experience make him a
valuable addition to the team as we continue to build our
international position in securitisation and structured finance."

Andrew Wilkinson, Managing Partner of the London office, stated,
"I am delighted that Angus is joining us.  The Capital Markets
Department in London is a major source of growth, and Angus'
appointment is further testimony to our commitment to the UK and
Europe."

Mr. Duncan stated, "I am looking forward to joining Cadwalader and
working with Neil Weidner, Charles Roberts, Jerry De Melo,
Christian Parker and the rest of the team.  Cadwalader is a
recognised market leader in capital markets in the US, and its
London office is fast building a global reputation throughout
Europe."

Mr. Duncan attended Manchester University and graduated from
Chester Law College in 1988.  Thereafter, he trained with
Slaughter and May.  In 1994, he moved to the London office of
Allen & Overy, where he focused on general capital markets work,
such as debt programmes and equity-linked work.  In 1996, Mr.
Duncan was made partner and transferred to the firm's Tokyo
office.  From 1998 to 2000 he served as the managing partner of
the Tokyo office.  During this period, he advised Japanese and
international securities houses, banks and corporations on
securitisations, repackagings, other structured finance issues and
derivative transactions.

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--  
established in 1792, is one of the world's leading international
law firms, with offices in New York, London, Charlotte, and
Washington.  Cadwalader serves a diverse client base, including
many of the world's top financial institutions, undertaking
business in more than 50 countries in six continents.  The firm
offers legal expertise in securitization, structured finance,
mergers and acquisitions, corporate finance, real estate,
environmental, insolvency, litigation, health care, banking,
project finance, insurance and reinsurance, tax, and private
client matters.


* Focus Management Group Names Riiska Managing Director
-------------------------------------------------------
Robert O. Riiska has joined Tampa, Florida-based Focus Management
Group as a Managing Director.  Mr. Riiska will head up the firm's
Los Angeles, California office and help foster the firm's
nationwide support of its clientele.

"We are excited to have someone of Bob's ability and experience
join Focus Management Group," J. Tim Pruban, Focus' President,
said.  "Bob has done an outstanding job establishing himself as a
turnaround advisory expert, and his addition to our team will
support our firm's steady growth in providing restructuring
solutions to financially distressed businesses and their
stakeholders."

Mr. Riiska brings to Focus Management Group extensive
restructuring experience.  He has served in a variety of interim
senior financial management capacities and has over 20 years of
experience in providing business plan assessments, viability
analyses, due diligence reviews, DIP financing, and cash
management for companies operating in Chapter 11 in a variety of
industries.  Most recently, Mr. Riiska was a senior manager for a
national turnaround consulting firm and has previously served as a
manager with a "Big Four" Insolvency and Reorganization consulting
practice.

Mr. Riiska is a Certified Public Accountant with an MBA from the
University of Chicago - Graduate School of Business and a BS in
Economics from University of Pennsylvania's Wharton School.  He is
a member of the Turnaround Management Association and can be
reached at (949) 280-7770 or r.riiska@focusmg.com

FOCUS Management Group offers nationwide capabilities in business
restructuring, turnaround management and asset recovery.
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Greenwich, Los Angeles and Nashville, FOCUS Management Group
provides turn-key support to stakeholders including secured
lenders and equity sponsors. The Company provides a comprehensive
array of services including turnaround management, interim
management, operational analysis and process improvement, bank and
creditor negotiation, asset recovery, recapitalization services
and investment bankers to distressed companies.

FOCUS Management Group has significant expertise in the insolvency
arena - in matters both with and without court protection.  The
principals of FOCUS have served debtors, creditors, and unsecured
stakeholders in their efforts to accomplish the best outcome.

Over the past decade, FOCUS Management Group has successfully
assisted hundreds of clients operating in diverse industries,
guiding them to maximize performance or asset recovery.  Adverse
situations are FOCUS Management Group's forte - finding winning
compromises in a timely manner when faced with the most
discouraging of circumstances is what separates FOCUS Management
Group from the competition.

For additional information about FOCUS Management Group, visit
http://www.focusmg.com/or call 800-528-8985.


* Fraser Milner Casgrain LLP Announces 20 New Partners
------------------------------------------------------
Fraser Milner Casgrain LLP, one of Canada's leading full-service
business law firms, has announced the admission of 20 new partners
in five of its offices across Canada.  The new partners have all
been admitted from within the firm and represent expanded depth in
FMC's Corporate, Litigation, Energy and Business Law practices
across Canada.

"One of the hallmarks of Fraser Milner Casgrain is our commitment
to developing Canada's best legal talent," says David G. Fuller,
Chief Executive Officer and Partner.  "Each new partner has
developed his or her skills and talent within the firm and brings
his or her own unique insights, industry expertise and knowledge
of regional markets to the FMC team.  I congratulate each of them
and thank them for contributing to the success of our firm and
that of our clients."

Admitted to the Partnership are:

  In Vancouver:                   In Toronto:
  - Arnon Dachner, Real Estate    - Brendan Bissell, Litigation
                                  - Kate Broer, Litigation
  In Edmonton:                    - Heidi Clark, Fin'l Services
   - Joe Hunder, Employment       - Andrea Feltham, Corporate/IT
     & Labour                     - Sander Grieve,
   - Martin Ignasiak,               Corporate/Securities
     Administrative               - Chad Hutchison,
   - Tom Sides, Technology/IP       Corporate/Securities
   - Leah Tolton, Corporate       - Andrew Salem, Real Estate

   In Calgary:                    In Montreal:
   - Karim Mahmud, Energy         - Alexandre Boileau, Litigation
   - Cameron Peacock, Litigation  - Barbara Farina, Corporate
   - Miles Pittman, Energy        - Neil Katz, Corporate
   - Phillip Scheibel, Litigation - Sebastien Vilder, Financial
                                    Services
For more than 165 years, Fraser Milner Casgrain LLP has
distinguished itself as one of Canada's leading business law
firms.  With more than 550 lawyers in six full-service Canadian
offices, and an office in New York, FMC offers the depth of
experience and trusted legal advice to help clients succeed.


* Ralph Mabey & 16 Partners Form Mabey & Murray in Salt Lake City
-----------------------------------------------------------------
Seventeen prominent lawyers have founded the law firm of Mabey &
Murray LC.  The new law firm consists of all of the partners and
associates of the former Salt Lake City office of the New York-
based law firm of LeBoeuf, Lamb, Greene & MacRae, L.L.P.  LeBoeuf
opened its Salt Lake City office in 1981.

"Although the Salt Lake office has always been a successful part
of the LeBoeuf network, LeBoeuf decided to concentrate its
operations in larger cities -- and we didn't want to move in order
to stay with LeBoeuf," said Ralph Mabey, who led LeBoeuf's
national and international corporate bankruptcy practice for 21
years and served as head of the American College of Bankruptcy for
the last two years.

Mr. Mabey added, "We are now free of the conflicts issues and cost
structure which plague large firms."

Among the new firm's prominent lawyers are:

     * Ralph R. Mabey, Esq. -- a United States Bankruptcy Judge
       from 1979 to 1983, whose judicial opinions have been cited
       more than 1,000 times by courts and scholars.  Mr. Mabey is
       a member of the New York and Utah Bars and heads the
       insolvency and reorganization practice of Mabey & Murray
       LC.  Mr. Mabey chaired the American College of Bankruptcy
       until March of this year.  From 1987 to 1993, he served as
       an appointee of the Chief Justice of the United States to
       the U.S. Judicial Conference's Advisory Committee on the
       Bankruptcy Rules.  He has also served as the managing
       editor of the Norton Bankruptcy Law Adviser (1983-1985), on
       the Editorial Advisory Board of the American Bankruptcy Law
       Journal (1990-1991), and currently serves as a contributing
       author to Collier on Bankruptcy and the Collier Bankruptcy
       Manual.  Mr. Mabey is a member of the National Bankruptcy
       Conference, the American Law Institute and the American Bar
       Association's Select Advisory Committee on Business
       Reorganization (SABRE).  He is a senior lecturer at the J.
       Reuben Clark Law School, Brigham Young University.
       Mr. Mabey's service in complex bankruptcy reorganization
       and litigation matters includes:  A.H. Robins Company (as
       examiner with expanded powers); Dow Corning (as counsel for
       certain bondholders);  Columbia Gas System (as equity
       committee counsel); Federated Department Stores (as pre-
       merger bondholders committee counsel); TWA (as counsel for
       the pilots).  He serves as the Chapter 11 Trustee of Cajun
       Electric Power cooperative which provided electricity for
       more than one million residents of Louisiana.  Courts,
       parties, or the Department of Justice (U.S. Trustee
       Program) have appointed Mr. Mabey to serve as mediator,
       arbitrator, examiner or trustee in Alaska, Arizona,
       California, Louisiana, Michigan, New York, Texas, Utah,
       Virginia, and Washington, D.C.;

     * Kevin Murray, Esq., a nationally prominent environmental,
       land use, and redevelopment lawyer;

     * Ronald Rencher, Esq., a former United States Attorney;

     * Steven McCardell, Esq., a prominent bankruptcy lawyer who
       has argued before the United States Supreme Court; and

     * David Connors, Esq., a business litigation attorney who has
       represented Lloyds of London and PacifiCorp and who also
       serves as the Vice Chairman of the Wasatch Front Regional
       Council.

Mr. Murray, managing partner for the new firm, said: "The closing
of the LeBouef office has presented us with a remarkable
opportunity.  Mabey & Murray opened as a 17-lawyer, AV-rated firm,
with first-rate office space and prominent clients.  Attorneys and
staff have worked together successfully for many years.  It is a
collegial and supportive group of some of the best talent in
America -- and it's all the more remarkable that none of the
lawyers accepted the offer to transfer to another LeBoeuf office.
The entire group chose to stay together."

Other Mabey & Murray partners include:

     * Lon Jenkins, Esq., a bankruptcy lawyer who represented the
       Chapter 11 Trustee in the Cajun Electric Power Cooperative
       bankruptcy;

     * Stephen Tumblin, Esq., a corporate attorney who has served
       as a director of a Fortune 500 company; and

     * Mark Dykes, Esq., a litigator with national trial and
       appellate experience who also advises on insurance coverage
       issues.

Several Mabey & Murray partners also are adjunct professors or
lecturers at Brigham Young University and the University of Utah,
where they teach courses in bankruptcy, insurance, land use, and
real estate development.

"LeBoeuf was a good home for us for many years and we leave in a
spirit of mutual good will," Mr. Mabey noted.  "Now we are open
for business on our own, and ready to provide top-quality,
specialized, cost-effective  legal services for local, regional
and national clients."

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***