TCR_Public/050401.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, April 1, 2005, Vol. 9, No. 76

                          Headlines

ACE AVIATION: Selling Equity & Convert. Sr. Notes to Raise $720MM
ACTIVANT SOLUTIONS: Completes Speedware Corporation Acquisition
ADELPHIA COMMS: Cablevision May Join in Asset Bidding
ADELPHIA COMMS: Court Okays Madison Square Sublicense Pact
ADELPHIA COMMS: UST Appoints Wilmington Trust to Creditors Comm.

AES EASTERN: Settlement Prompts S&P to Affirm BB+ Rating
AMERICAN BUSINESS: Amends $500M DIP Loan with Greenwich Capital
AMERICAN BUSINESS: Wants Until April 4 to File Lists & Schedules
ATA AIRLINES: Gets Court Nod to Reject Citicorp Plaza Lease
ATA AIRLINES: Gets Court Nod to Reject Seattle & Sarasota Leases

BANC OF AMERICA: Fitch Puts Low-B Ratings on Classes B-4 & B-5
BANC OF AMERICA: Fitch Puts Low-B Ratings on Two Mortgage Certs.
BANC OF AMERICA: Moody's Withdraws Low-B Ratings After Payment
CATHOLIC CHURCH: Tucson Doesn't Get Solicitation Period Extension
COLLINS & AIKMAN: Poor Performance Prompts S&P to Junk Ratings

CONTINENTAL AIRLINES: Four Unions Ratify New Labor Pacts
CONTINENTAL AIRLINES: Issues Common Stock Options to Employees
CONTINENTAL AIRLINES: Leasing Eight New Boeing Aircraft This Year
COEUR D'ALENE: Incurs $12.2 Million Net Loss in 2004
CREDIT SUISSE: Fitch Holds Low-B & Junk Ratings on Four Classes

CREDIT SUISSE: Moody's Reviewing Mortgage Securitization Ratings
CRDENTIA CORP: Acquires TravMed USA
CRYOPAK INDUSTRIES: Raises Private Debenture Placement to $1.9MM
CWMBS INC: Fitch Assigns Low-B Ratings on Classes B-3 & B-4 Certs.
CWMBS INC: Fitch Rates $10.5 Mil. Mortgage Certificates at Low-B

DMX MUSIC: Creditors Committee Taps BDO Seidman as Fin'l Advisors
DMX MUSIC: Ct. Enters Final DIP Financing & Cash Collateral Order
ELCOM INT'L: Insolvent by $2.8 Million & Gives Bankruptcy Warning
FEDERAL-MOGUL: Appoints Rainer Jueckstock as Senior Vice-President
FIRST HORIZON: Fitch Assigns Low-B Ratings on Classes B-4 & B-5

G. B. BOOTS: Voluntary Chapter 11 Case Summary
GARDEN RIDGE: Judge Kornreich Finds Disclosure Statement Adequate
GENERAL BINDING: ACCO World Merger Prompts S&P to Affirm B+ Rating
GREENPOINT MORTGAGE: Fitch Puts Low-B Ratings on 2 Private Classes
GSR MORTGAGE: Fitch Places Low-B Ratings on Two 2005-3F Certs.

H&E EQUIPMENT: Reports Q4 Results & Sends Some Default Warnings
HIGGINSON OIL: Voluntary Chapter 11 Case Summary
HILL HEALTH: Moody's Affirms B1 Rating on $3 Million Bond Issue
HILLTOP GOLF: Voluntary Chapter 11 Case Summary
IFT CORP: Losses & Deficit Trigger Going Concern Doubt

IMAGIS TECHNOLOGIES: Incurs $5,457,937 Net Loss in 2004
INNOVATIVE COMM: Says CFC-RTFC's Default Announcement is False
INTEGRATED ALARM: Moody's Reviews Low Debt Ratings & May Downgrade
KERR GROUP: Possible Sale Spurs S&P to Put Rating on Creditwatch
KEY ENERGY: Bank Lenders Agree to Waive Reporting Default

KISTLER AEROSPACE: Judge Steiner Confirms Chapter 11 Plan
MATRIX SERVICE: Lenders Agree to Waive Defaults through Apr. 11
MILLER EXCAVATING: List of 14 Largest Unsecured Creditors
MIRAVANT MEDICAL: Equity Deficit Nears $2 Million at Dec. 31
MIRANT CORP: Court Denies Efforts to Suppress Expert Testimony

MIRANT CORPORATION: Review of Amended Plan of Reorganization
MONSOUR MEDICAL: Says $2.5 Million Infusion Won't Be Immediate
MORGAN STANLEY: Moody's Affirms Junk Rating on Class O Certificate
MYSTERE GROUP: Case Summary & 4 Largest Unsecured Creditors
NEVADA DEPARTMENT: Moody's Cuts $445.8M Bond Issue's Rating to Ba1

NEWARK INSURANCE: Moody's Withdraws Junk Financial Strength Rating
NEXTWAVE TELECOM: Inks Settlement Pact With LCC Int'l for $30 Mil.
NORTEK INC: Posts $2.3 Million Net Loss in Fourth Quarter
NORTEL NETWORKS: Annual Shareholders Meeting Slated for June 29
OWENS CORNING: Taps Brunswick Group as Communications Consultant

PENN ENGINEERING: S&P Junks Proposed $60 Million Senior Sec. Loan
PENTON MEDIA: Liquidity Concerns Prompts S&P to Junk Ratings
POPULAR ABS: Fitch Rates Three Private Classes With Low-B Ratings
PREMCOR REFINING: Fitch Assigns Low-B Ratings to Bank Loan & Bonds
QUEBECOR MEDIA: Names Pierre Francoeur as President & COO

RESIDENTIAL ACCREDIT: Fitch Puts Low-B Ratings on 4 Sub. Certs.
RESIDENTIAL FUNDING: Fitch Puts Low-B Ratings on Classes B-1 & B-2
RIVERSIDE FOREST: Tender Completed & Moody's Withdraws Ratings
ROBOTIC VISION: Ancora Completes Semiconductor Business Purchase
S.A. HOLDING: Case Summary & 21 Largest Unsecured Creditors

SEARS HOLDINGS: Issues Final Results on Cash & Stock Elections
SEARS ROEBUCK: Moody's Downgrades Sr. Unsec. Debt Rating to Ba1
SIRIUS SATELLITE: Moody's Junks Proposed $250M Sr. Unsecured Notes
SPIEGEL INC: Files First Amended Plan & Disclosure Statement
SPIEGEL INC: Court Approves Amended Disclosure Statement

STELCO INC: Gets Court Approval to Tap Capital Markets for Funds
SUMNER GLADSTONE: Case Summary & 20 Largest Unsecured Creditors
SUMNER GLADSTONE: Marjem Mortgage Asks Court for Sanctions
SUSQUEHANNA AUTO: S&P Assigns BB- Rating on $11 Mil. Class D Notes
TEKNI-PLEX: Gets Waiver Extension on Existing Credit Agreement

TEXAS STUDENT: Moody's Rating on $35M Bonds to Ba2 from Ba1
THISTLE MINING: Files CCAA Plan & Increases DIP Financing to $27M
TOWER AUTOMOTIVE: Asks Court to Set May 31 as Claims Bar Date
TOWER AUTOMOTIVE: Deregisters Securities from the SEC
TOWER AUTOMOTIVE: Wants to Extend Comerica Letters of Credit

TRUSTREET PROPERTIES: CNL Merger Prompts S&P to Affirm BB Rating
UAL CORP: Inks $400,000 Settlement Pact with Best Western
UAL CORP: U.S. Bank Holds $17.2 Million Allowed Aircraft Claim
US AIRWAYS: Court Approves Investment Pact with Republic Airways
US AIRWAYS: Wants to Ink $125M Investment Pact with Wexford

USG CORP: CIBC is Futures Rep.'s Financial Advisor Until April 1
UNIVERSAL ACCESS: Vanco Direct to Buy Assets for $13 Million
VILLAS AT HACIENDA: Voluntary Chapter 11 Case Summary
WACHOVIA BANK: Fitch Assigns Low-B Ratings on Six 2005-C17 Certs.
WASHINGTON MUTUAL: Fitch Rates $2.26 Mil. Private Class at B-4

WESTERN OIL: Names James C. Houck Chief Executive Officer
WHISNANT CONTRACTING: Case Summary & 20 Largest Unsec. Creditors
WHITEHEAD MANN: Case Summary & 20 Largest Unsecured Creditors
WINN-DIXIE: Creditors Committee Wants to Retain A&M as Advisor
WINN-DIXIE: Panel Wants to Employ Houlihan as Investment Banker

WINN-DIXIE: Wants Chap. 11 Case Transferred to Jacksonville, Fla.
WORLDCOM INC: Settles Dispute Over Baltimore Gas' $463,100 Claim

* BOOK REVIEW: Bailout: An Insider's Account of Bank Failures

                          *********

ACE AVIATION: Selling Equity & Convert. Sr. Notes to Raise $720MM
-----------------------------------------------------------------
ACE Aviation Holdings Inc. entered into agreements with a group of
underwriters to sell an aggregate of 11,350,000 Class A Variable
Voting Shares and Class B Voting Shares at a price of $37.00 per
Share for gross proceeds of approximately $420 million, and
$300 million of 4.25% Convertible Senior Notes due 2035, for
aggregate gross proceeds of approximately $720 million.

In addition, ACE has granted the underwriters over-allotment
options to purchase up to an additional 10 per cent of each of the
offerings, during the 30 days following closing. The offerings are
subject to normal regulatory approvals and are expected to close
on or about April 6, 2005.

The convertible senior notes will be convertible into Shares at an
initial conversion price of $48.00 per Share, representing a
premium of approximately 30% to the Share offering price and being
a ratio of approximately 20.8333 Shares per $1,000 principal
amount of the notes.

The convertible senior notes will be convertible at any time at
the option of the holders into Shares.  Starting June 6, 2008, ACE
will have the right to redeem all or a portion of the convertible
senior notes.  Holders may require ACE to purchase all or a
portion of their convertible senior notes, at a purchase price
equal to 100% of the principal amount of the notes plus accrued
and unpaid interest, on June 1, 2010, June 1, 2015, June 1, 2020,
June 1, 2025 and June 1, 2030.

As previously announced, Air Canada, ACE Aviation's principal
subsidiary, obtained commitments from a syndicate of lenders for
the establishment of a two year senior secured revolving credit
facility in an aggregate amount of $300 million, subject to
completion of the equity offering.

Strong investor demand has resulted in an increase in the equity
offering to $420 million and in the convertible note offering to
$300 million.  Both offerings have a 10% over-allotment option.
If both options are exercised in full by the underwriters, the
total size of the combined offerings will be $792 million.

"We are extremely pleased at the success of the equity and senior
notes offerings," said Robert Milton, Chairman, President and CEO
of ACE Aviation Holdings.  "This is clearly a reflection that the
capital markets share our confidence in the position of the
company going forward.  The new capital will enhance the company's
existing cash position and will further strengthen our balance
sheet, which is one of the strongest in the industry.  T[he]
announcement is also an indication that the contribution of our
employees and other stakeholders to the company's restructuring
are paying off.  Future bookings for the airline are strong,
reflecting ever growing customer response to Air Canada's new
business model and product offering," said Mr. Milton.

The net proceeds from the offerings will be used primarily to
repay currently outstanding debt of $540 million under the exit
credit facility with General Electric Capital Corporation.  The
repayment of this exit facility will reduce net annual interest
costs by an estimated $27 million and will provide ACE with
greater strategic and financial flexibility.  As at March 28,
2005, the Company's consolidated cash balance, measured on the
basis of cash in bank accounts, amounted to approximately
$1.8 billion and after giving effect to the offering, the
syndicated credit facility and the repayment of the exit facility,
the Company will have cash and committed credit facilities in
excess of $2 billion, resulting in adjusted net debt (including
the capitalized value of all aircraft leases) of approximately
$4 billion.

RBC Capital Markets, BMO Nesbitt Burns and CIBC World Markets are
acting as joint book running managers for the equity offering.

RBC Capital Markets, Merrill Lynch and BMO Nesbitt Burns are
acting as joint bookrunning managers for the convertible senior
note offering.

Bank of Montreal is acting as administrative agent for the
syndicated revolving credit facility.  The syndicate of lenders
includes Bank of Montreal, Royal Bank of Canada, Canadian Imperial
Bank of Commerce, Merrill Lynch Capital Canada, The Toronto-
Dominion Bank, Citigroup and Deutsche Bank AG.

The Shares and convertible senior notes being offered by ACE have
not been and will not be registered under the U.S. Securities Act
of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

ACE Aviation is the parent holding company of Air Canada and
certain other subsidiaries including Aeroplan LP, Jazz Air LP and
ACTS LP.  Montreal-based Air Canada provides scheduled and charter
air transportation for passengers and cargo to more than 150
destinations on five continents.  Canada's flag carrier is the
14th largest commercial airline in the world and serves 29 million
customers annually with a fleet consisting of 293 aircraft.  Air
Canada is a founding member of Star Alliance providing the world's
most comprehensive air transportation network.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  S&P
says the outlook is stable.


ACTIVANT SOLUTIONS: Completes Speedware Corporation Acquisition
---------------------------------------------------------------
Activant Solutions Inc. (TM) completed its tender offer (take over
bid) to acquire the outstanding common shares of Speedware
Corporation Inc. (TSX: SPW).  35,338,465 Speedware common shares
(including those subject to notices of guaranteed delivery),
representing approximately 96% of its outstanding common shares,
were tendered and not withdrawn pursuant to the offer.  Activant
has accepted for payment all validly tendered shares.

This acquisition of a leading vendor of vertical market-focused
enterprise software solutions solidifies Activant's position as a
premier provider of vertical ERP solutions to the lumber and
building materials, wholesale distribution, hardware and home
center, and automotive aftermarket segments.

The acquisition took effect on March 30, and Activant is moving
forward with the integration of the two companies.

"This acquisition is an important step in Activant's growth and
expansion in the vertical ERP market," said Larry Jones, CEO of
Activant.  "The combined company will give our customers a more
comprehensive technology suite and deep vertical expertise that is
unrivaled in the industry."

"Many small and mid-size manufacturers, distributors and retailers
are thinking about replacing their business systems.  Today, they
use off-the-shelf accounting software, outdated legacy systems,
and many spreadsheets to manage their businesses.  These companies
realize that in order to grow and be profitable, they need
applications designed for their industry, easy-to-use interfaces,
updated architecture, and extended functionality that goes beyond
core Enterprise Resource Planning (ERP)."  AMR Research, Midmarket
ERP Vendor Landscape: Discrete Industries, Thursday, January 20,
2005, Bob Locke, Joyce Moncrief, Judy Sweeney, Jim Shepherd.

Speedware's customer base and technology platforms will materially
enhance Activant's ability to meet the customer demands in its
vertical segments.  Speedware's Prelude platforms combined with
Activant Eagle(TM) for Distribution product make Activant one of
the leading providers in the wholesale distribution segment.  With
Speedware's Enterprise Computing Systems, Activant strengthens its
product and service offerings in the lumber and building materials
segment.  Activant is already the leading technology provider in
the automotive aftermarket and the hardware and home center
segments.   In addition, Speedware's Open ERP group brings new
technology and manufacturing expertise, and Speedware Ltd will
become Activant's Productivity Tools Group focusing on business
intelligence and migration solutions.

The current Activant senior executive team will continue to run
the combined business, and the company does not anticipate any
office closings as a result of the integration process.

Activant, through a wholly owned subsidiary, will now exercise its
statutory rights under the Canada Business Corporations Act to
compulsorily acquire the remaining Speedware common shares that
have not been deposited to the offer.  It is anticipated that this
compulsory acquisition will be completed on or before April 6,
2005, at which time Activant would become the owner of all
outstanding shares of Speedware's common stock.  Following the
compulsory acquisition, Activant will apply to de-list the
Speedware common shares from the Toronto Stock Exchange.

Activant Solutions Inc. -- http://www.activant.com/-- is a
technology provider of vertical ERP solutions servicing the
automotive aftermarket, hardware and home center, wholesale trade,
and lumber and building materials industry segments.  Over 20,000
wholesale, retail and manufacturing customer locations use
Activant to help drive new levels of business performance.  With
proven experience and success, Activant is fast becoming an
industry standard for companies seeking competitive advantage
through stronger customer integration.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 2, 2005,
Standard & Poor's Ratings Services assigned its 'B+' debt rating
to Austin, Texas-based Activant Solutions Inc.'s proposed
$120 million senior unsecured floating rate notes.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and senior unsecured debt ratings.

The proposed floating rate notes are rated the same as the
corporate credit rating, because of the minimal amount of secured
debt, a $15 million revolving credit facility, in the capital
structure.  Proceeds from the proposed floating rate notes will
primarily be used to fund the acquisition of Speedware
Corporation, which was announced in January 2005.  S&P says the
outlook is stable.

As reported in the Troubled Company Reporter on Mar. 1, 2005,
Moody's Investors Service assigned a B2 rating to the proposed
$120 million five-year senior unsecured floating rate notes issue
of Activant Solutions Inc.  Concurrently, Moody's affirmed its B2
rating on Activant's $157.0 million (face value) senior unsecured
notes, due 2011.  The net proceeds from this unregistered offering
were earmarked to finance the company's acquisition of Speedware
Corporation Inc., a publicly held company that provides
ERP solutions to the hardware, lumber, building materials and
wholesale trade markets.


ADELPHIA COMMS: Cablevision May Join in Asset Bidding
-----------------------------------------------------
Cablevision Systems Corp. is in advanced talks to join two private
equity firms in bidding for Adelphia Communications Corp., The New
York Times reports, citing executives involved in the process.

Andrew Ross Sorkin, writing for The Times, relates that
Cablevision is talking with Kohlberg Kravis Roberts and
Providence Equity Partners "about forming a group that, if
successful, would merge the two cable companies to create a
national operator, with 8.4 million subscribers."

The executives told Mr. Sorkin that Kohlberg Kravis and
Providence have already submitted an all-cash bid worth about $15
billion for Adelphia while the alliance of Time Warner and
Comcast may pay more than $18 billion in stock.

If Cablevision joins Kohlberg Kravis and Providence, the group
would submit a "substantially higher" offer, according to Mr.
Sorkin's sources.

Cablevision Systems Corporation is one of the largest
entertainment, media and telecommunications companies in the
United States.  In addition to its cable, Internet, and voice
offerings, the company owns and operates Rainbow Media Holdings
LLC and its networks; Madison Square Garden and its teams; and
Clearview Cinemas.  Cablevision also operates New York's famed
Radio City Music Hall.  Additional information about Cablevision
Systems Corporation is available on the Web at
http://www.cablevision.com/

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Court Okays Madison Square Sublicense Pact
----------------------------------------------------------
Pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and
Rule 9018 of the Federal Rules of Bankruptcy Procedure, Adelphia
Communications Corporation sought and obtained the U.S.
Bankruptcy Court for the Southern District of New York's authority
to enter into:

    (a) a Sublicense Agreement with Madison Square Garden, L.P.;
        and

    (b) a related Consent Agreement with Madison Square Garden and
        Hockey Western New York LLC -- the Sabres -- a National
        Hockey League team in Buffalo, New York.

The ACOM Debtors are party to a postpetition license agreement
dated September 14, 2002, with the Sabres' predecessor -- Niagara
Frontier Hockey LP.  Marc Abrams, Esq., at Willkie Farr &
Gallagher, in New York, relates that under the License Agreement,
the Debtors have the right to distribute games of the Sabres.
Either Adelphia Communications Corporation or Parnassos LP may
sublicense the distribution of the games to an ACOM subsidiary or,
subject to the Sabres' consent, a third-party television network
or channel.

Pursuant to the License Agreement, the ACOM Debtors have been
sublicensing the Sabres' games to Empire Sports Network, a
regional sports network owned by Parnassos.  However, due to an
immediate need to terminate ESN's operations as a result of its
diminishing financial condition as well as the need to mitigate
the Debtors' continuing obligations to the Sabres, the Debtors
need to enter into the Madison Square Garden Sublicense Agreement
and the Consent Agreement.

                           *     *     *

Because of the confidential nature of the Madison Square Garden
Transaction, the Court authorized the ACOM Debtors to file the
Sublicense Motion under seal.

The Sublicense Motion will be made available only to:

    -- the United States Trustee;
    -- counsel for the Committees,
    -- counsel to the agents for the Debtors' lenders;
    -- counsel to Madison Square Garden;
    -- counsel to Comcast; and
    -- other parties the Court may authorize.

Judge Gerber makes it clear that the Sublicense Motion remains
subject to review only by the professionals retained by the
Committees and not by its individual members.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: UST Appoints Wilmington Trust to Creditors Comm.
----------------------------------------------------------------
Mary Elizabeth Tom, Assistant United States Trustee for Region 2,
added Wilmington Trust Company to the Official Committee of
Unsecured Creditors in Adelphia Communications Corporation and
its debtor-affiliates' chapter 11 cases.

The Creditors Committee is now composed of seven members:

    1. Appaloosa Management, LP
       26 Main Street
       Chatham, NJ 07928
       Attn: James Bolin
       Phone: (973) 701-7000
       Fax: (973) 701-7309

    2. W. R. Huff Asset Management Co., LLC
       67 Park Place
       Morristown, NJ 07960
       Attn: Edwin M. Banks, Senior Portfolio Manager
       Phone: (973) 984-1233
       Fax: (973) 984-5818

    3. MacKay Shields, LLC
       9 West 57th Street
       New York, New York 10019
       Attn: Ben Renshaw, Associate Director
       Phone: (212) 230-3836
       Fax: (212) 754-9187

    4. Law Debenture Trust Company of New York
       767 Third Avenue, 31st Floor
       New York, New York 10017
       Attn: Daniel R. Fisher, Senior Vice President
       Phone: (212) 750-6474
       Fax: (212) 750-1361

    5. U.S. Bank National Association, as Indenture Trustee
       1420 Fifth Avenue, 7th Floor
       Seattle, WA 98101
       Attn: Diana Jacobs, Vice President
       Phone: (206) 344-4680
       Fax: (206) 344-4632

    6. Sierra Liquidity Fund, LLC
       2699 White Road, Suite 255
       Irvine, CA 92614
       Attn: Jim Riley, Esq.
       Phone: (949) 660-1144, ext. 16
       Fax: (949) 660-0632

    7. Wilmington Trust Company, as Indenture Trustee
       1100 North Market Street
       Wilmington, Delaware, 19890
       Attn: Ms. Sandra R. Ortiz
       Phone: (302) 636-6056
       Fax: (302) 633-4143

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AES EASTERN: Settlement Prompts S&P to Affirm BB+ Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' rating on
AES Eastern Energy L.P.'s $550 million pass through certificates
and $75 million working capital facility and revised its outlook
to stable from negative.

"The rating action follows the company's settlement of the
environmental issues with New York State Department of
Environmental Conservation regarding the Greenidge and Westover
plants, as well as a review of the project's merchant risk," said
Standard & Poor's credit analyst Scott Taylor.

The stable outlook for AES Eastern Energy reflects the expectation
that the plants will continue to operate adequately and service
debt.  AES Eastern Energy has an adequate financial position, low
technology risk, and a sound marketing strategy.

Nonetheless, AES Eastern Energy is exposed to 100% merchant risk
and significant environmental risk at all of the coal-fired
plants; therefore, the potential for a ratings upgrade is somewhat
limited.  Stricter environmental regulation could also negatively
affect the ratings due to potentially increasing compliance costs.

The settlement includes $1.7 million of penalties.  The company is
expected to pay the penalties in the first half of 2005 from
reserved amounts.

The settlement also requires the project to retrofit Greenidge and
Westover with clean coal burning technology to reduce sulfur
dioxide and nitrogen oxide emissions by December 2009 or cease
operations.


AMERICAN BUSINESS: Amends $500M DIP Loan with Greenwich Capital
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Stephen M. Giroux, Executive Vice President, General
Counsel and Secretary of American Business Financial Services,
Inc., discloses that American Business Financial Services, Inc.,
and its debtor-affiliates and Greenwich Capital Financial
Products, Inc., entered into a first amendment to the DIP loan
and security agreement on March 10, 2005.

Pursuant to the Amendment, the advances under the DIP Agreement
will bear interest per annum equal to the one-month LIBOR rate
plus a margin which ranges from 3.75% to 8.25% depending on the
type of tranche contained in the DIP Facility.  Advances under
the revolving credit facility for the funding of mortgage loans
for which Greenwich's custodian has received all of the required
documentation will bear interest per annum equal to the one-month
LIBOR rate plus a 3.75% margin until the time as ABFS has
originated and funded mortgage loans of at least $350 million in
aggregate.  Thereafter, the advances will bear interest per annum
equal to the one-month LIBOR rate plus a 3.00% margin.

The DIP Agreement provided for ABFS to pay Greenwich:

  (x) a $15 million facility fee, if certain conditions are met
      by September 30, 2005, or

  (y) $17.5 million in all other cases.

The Amendment provides for ABFS to pay Greenwich a flat fee of
$15.75 million.

Upon the entry of the Final DIP Order on March 9, 2005, the
entire amount of the facility fee, adjusted for the prior payment
of a portion of the fee, was fully earned by Greenwich and
payable in weekly installments, which can be deferred by ABFS
under certain circumstances.

Under the DIP Agreement, ABFS agreed to pay Greenwich a non-usage
fee determined by a formula if the utilization percentage of the
DIP Facility is less than 100%.  The Amendment changes the
formula to provide for a non-usage fee equal to the product of
0.25% per annum, times $500 million.

Mr. Giroux further states that the Amendment adds two covenants
to the DIP Agreement.  The first covenant requires ABFS to
originate at least 80% of the aggregate principal amount of
mortgage loans to be originated during each two-calendar month
period beginning with the two-calendar month period ending
April 30, 2005, as set forth in ABFS' budget.  The second
covenant sets the approved marketing expenditures at $7.6 million
for the period from March through December 2005.  In addition,
ABFS is not permitted to:

   (i) exceed $7.6 million of the approved marketing
       expenditures; or

  (ii) reallocate the difference between the marketing expenses
       in ABFS' budget and $7.6 million of the approved
       marketing expenditures to any other areas of the budget
       without the approval of the ABFS Chief Restructuring
       Officer and notice to the Official Committee of Unsecured
       Creditors.

Moreover, prior to June 1, 2005, advances under the revolving
credit facility for the funding of mortgage loans for which
Greenwich's custodian has received all of the required
documentation cannot exceed $250 million.

The Amendment also grants Greenwich the first right to make an
offer to act as a lead arranger for financing to be provided to
ABFS upon emerging from the Chapter 11 restructuring process or
refinancing of the DIP Facility.  Greenwich must be provided a
reasonable period of time to prepare any offer, but ABFS is not
required to accept the offer once received.  Subject to the
conditions set forth in the Amendment, Greenwich will be
obligated to purchase those mortgage loans considered to be
"approved."

A full-text copy of the Amendment to the DIP Agreement is
available for free at:


http://www.sec.gov/Archives/edgar/data/772349/000118811205000465/tex10_1-532
6.txt

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc. -- http://www.abfsonline.com/-- 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 BUSINESS: Wants Until April 4 to File Lists & Schedules
----------------------------------------------------------------
American Business Financial Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to extend their time to file required lists of equity
security holders, schedules of assets and liabilities, and
statements of financial affairs until April 4, 2005, without
prejudice to their right to seek further extensions.

Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington, Delaware,
relates that due to the number of equity holders and creditors,
the deadline previously set by which the Debtors are required to
file the Equity Holders List, Schedules and Statements is not
sufficient.  Mr. Packel explains that, since the Petition Date,
the Debtors and their professionals have devoted a significant
amount of time and resources to other aspects of their Chapter 11
cases and evaluating various objections, responding to them, and
negotiating resolutions.  The process took more than the entire
month of February 2005 to complete, Mr. Packel notes.  In
addition, the Debtors' resources have been stretched thin by
staff reductions and the need to prepare for a multiplicity of
hearings on matters of vital importance to the Debtors'
reorganization.

Considering the tens of thousands of known and potential
creditors, Mr. Packel informs the Court that the Debtors are
still in the process of identifying the equity holders at the
street level and preparing separate lists of Schedules and
Statements for each of the Debtors on a deconsolidated basis.
Granting the extension will provide the Debtors with adequate
time to accurately and completely prepare the necessary
documents.

The Court will convene a hearing on April 12, 2005, to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Debtors' deadline to file their Lists and Schedules is
automatically extended until the Court rules on the request.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc. -- http://www.abfsonline.com/-- 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.


ATA AIRLINES: Gets Court Nod to Reject Citicorp Plaza Lease
-----------------------------------------------------------
As previously reported, ATA Airlines, Inc. and its debtor-
affiliates sought United States Bankruptcy Court for the Southern
District of Indiana's authority to walk away from the Citicorp
Plaza Lease on the earlier of the date on which ATA Airlines
surrenders full possession of the Leased Premises to American
National Bank.

Judge Lorch allows the Debtors to reject the Citicorp Plaza
Office Lease effective April 30, 2005, at which time the Debtors
will surrender possession of the Leased Premises.  The Court does
not preclude American National Bank & Trust Company of Chicago and
the Debtors from agreeing that the Debtors may retain possession
of the Leased Premises beyond April 30, 2005, on a per day basis
or on other basis.

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 Seattle & Sarasota Leases
----------------------------------------------------------------
As previously reported, ATA Airlines, Inc. and its debtor-
affiliates sought the United States Bankruptcy Court for the
Southern District of Indiana's authority to reject two airport use
and lease agreements:

   (1) Port of Seattle Signatory Lease and Operating Agreement
       dated December 13, 2003, by and between the Port of
       Seattle and the Debtors; and

   (2) Operating Agreement and Terminal Building Lease for
       Commuter and Non-Signatory Airlines dated April 17, 1995,
       by and between the Sarasota Manatee Airport Authority and
       the Debtors.

Judge Lorch authorizes the Debtors' rejection of the Seattle and
Sarasota Airport Agreements.  For the period preceding the
Rejection Date, the Debtors will remain obligated to:

   -- pay the Sarasota Manatee Airport Authority a monthly
      landing fee to be determined in accordance with the
      Sarasota Agreement;

   -- furnish the Sarasota Airport Authority on or before the
      10th day of each month, an accurate verified report,
      including:

      (1) the total number of Aircraft Arrivals, by type of
          aircraft and Maximum Gross Certificated Landing Weight
          of each type of aircraft;

      (2) the number of Enplaned and number of Deplaned
          Passengers; and

      (3) the amount of freight, mail, and other cargo for the
          preceding month.

      The Debtors will also maintain the records required under
      the Sarasota Agreement.

      The obligation of furnishing an accurate verified report
      will continue for the month immediately after the Rejection
      Date;

   -- pay the Sarasota Airport Authority all Passenger Facility
      Charges imposed in accordance with the Sarasota Agreement
      and the PFC Regulations; and

   -- cooperate with the Sarasota Airport Authority in the
      collection of PFC charge and to collect and remit the
      charges to the Authority as provided in the PFC
      Regulations.

The Debtors are also required to account for and return to the
Sarasota Airport Authority on the Rejection Date, all security and
access identification cards or other documents issued by the
Airport Authority to the Debtors or their representatives, agents
or employees.

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)


BANC OF AMERICA: Fitch Puts Low-B Ratings on Classes B-4 & B-5
--------------------------------------------------------------
Banc of America Mortgage Securities, Inc. series 2005-C mortgage
pass-through certificates are rated by Fitch Ratings:

      -- $302,024,100 classes 1-A-1, 1-A-R, 1-A-LR, 2-A-1, 2-A-2,
         2-A-3, 3-A-1, and 4-A-1 (senior certificates) 'AAA';

      -- $5,467,000 class B-1 'AA';

      -- $1,874,000 class B-2 'A';

      -- $1,249,000 class B-3 'BBB';

      -- $625,000 class B-4 'BB';

      -- $468,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.30%
subordination provided by:

            * the 1.75% class B-1,
            * the 0.60% class B-2,
            * the 0.40% class B-3,
            * the 0.20% privately offered class B-4,
            * the 0.15% privately offered class B-5, and
            * the 0.20% privately offered class B-6.

The ratings on class B-1, B-2, B-3, B-4, and B-5 certificates
reflect each certificate's respective level of subordination.
Class B-6 is not rated by Fitch.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of four groups of adjustable interest-
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 610 loans, and an
aggregate principal balance of $312,332,290 as of March 1, 2005,
the cut-off date.  The four loan groups are cross-collateralized.

The group 1 collateral consists of 3/1 hybrid adjustable-rate
mortgage - ARM -- loans.  After the initial fixed interest rate
period of three years, the interest rate will adjust annually
based on the sum of one-year LIBOR index and a gross margin
specified in the applicable mortgage note.  Approximately 45.73%
of group 1 loans require interest-only payments until the month
following the first adjustment date.  As of the cut-off date, the
group has an aggregate principal balance of approximately
$23,565,772 and an average balance of $501,399.  The weighted
average original loan-to-value ratio -- OLTV -- for the mortgage
loans is approximately 74.78%.  The weighted average remaining
term to maturity -- WAM -- is 360 months, and the weighted average
FICO credit score for the group is 738.  Second homes and
investor-occupied properties constitute 21.59% and 4.23% of the
loans in group 1, respectively.  Rate/term and cashout refinances
account for 14.15% and 16.46% of the loans in group 1,
respectively.

The states that represent the largest geographic concentration of
mortgaged properties are California (34.56%) and Florida (20.34%).
All other states represent less than 5% of the outstanding balance
of the group.

The group 2 collateral consists of 5/1 hybrid ARM mortgage loans.
After the initial fixed interest-rate period of five years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 64.99% of group 2 loans require
interest-only payments until the month following the first
adjustment date.  As of the cut-off date, the group has an
aggregate principal balance of approximately $183,034,322 and an
average balance of $488,092.  The weighted average OLTV for the
mortgage loans is approximately 71.97%.  The weighted average
remaining term to maturity is 359 months, and the weighted average
FICO credit score for the group is 736.  Second homes and
investor-occupied properties constitute 8.32% and 1.29% of the
loans in group 2, respectively.  Rate/term and cashout refinances
account for 20.85% and 14.31% of the loans in group 2,
respectively.

The states that represent the largest geographic concentration of
mortgaged properties are California (53.15%) and Florida (12.06%).
All other states represent less than 5% of the outstanding balance
of the pool.

The group 3 collateral consists of 7/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of seven years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 50.02% of group 3 loans require
interest-only payments until the month following the first
adjustment date.  As of the cut-off date, the group has an
aggregate principal balance of approximately $52,187,559.11 and an
average balance of $532,526.  The weighted average OLTV for the
mortgage loans is approximately 70.60%.  The weighted average
remaining term to maturity is 359 months, and the weighted average
FICO credit score for the group is 740.  Second homes and
investor-occupied properties constitute 8.96% and 1.06% of the
loans in group 3, respectively.  Rate/term and cashout refinances
account for 19.56% and 21.69% of the loans in group 3,
respectively.

The states that represent the largest geographic concentration of
mortgaged properties are:

            * California (43.50%),
            * Florida (8.92%), and
            * Virginia (8.42%).

All other states represent less than 5% of the outstanding balance
of the pool.

The group 4 collateral consists of 10/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of 10 years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 67.93% of group 4 loans require
interest-only payments until the month following the first
adjustment date.  As of the cut-off date, the group has an
aggregate principal balance of approximately $53,544,636.44 and an
average balance of $594,940.  The weighted average OLTV for the
mortgage loans is approximately 67.92%.  The weighted average
remaining term to maturity is 357 months, and the weighted average
FICO credit score for the group is 747.  Second homes constitute
11.64% of the loans in group 4, and there are no investor-occupied
properties in this group.  Rate/term and cashout refinances
account for 19.51% and 10.18% of the loans in group 4,
respectively.

The states that represent the largest geographic concentration of
mortgaged properties are:

            * California (39.61%),
            * District of Columbia (7.05%), and
            * Virginia (6.07%).

All other states represent less than 5% of the outstanding balance
of the pool.

Approximately 53.65% of the group 1 mortgage loans, approximately
60.74% of the group 2 mortgage loans, approximately 58.51% of the
group 3 mortgage loans, approximately 71.37% of the group 4
mortgage loans, and approximately 61.66% of all of the mortgage
loans were originated under the accelerated processing programs.
Loans in the accelerated processing programs, which may include
the all-ready home and rate reduction refinance programs, are
subject to less stringent documentation requirements.

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/

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BANC OF AMERICA: Fitch Puts Low-B Ratings on Two Mortgage Certs.
----------------------------------------------------------------
Banc of America Alternative Loan Trust 2005-3 mortgage pass-
through certificates are rated by Fitch Ratings:

    -- $228,923,663 Classes 1-CB-1 through 1-CB-4, 2-A-1, A-IO,
       and A-PO, 'AAA';

    -- $100 class 1-CB-R and 1-CB-LR 'AAA';

    -- $4,660,000 class B-1, 'AA';

    -- $1,792,000 class B-2, 'A';

    -- $1,075,000 class B-3, 'BBB';

    -- $956,000 class B-4, 'BB';

    -- $597,000 class B-5, 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.20%
subordination provided by the:

        * 1.95% class B-1,
        * 0.75% class B-2,
        * 0.45% class B-3,
        * 0.40% privately offered class B-4,
        * 0.25% privately offered class B-5 and
        * 0.40% privately offered class B-6.

Classes B-1, B-2, B-3, and the privately offered classes B-4 and
B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively, based
on their respective subordination.  Class B-6 is not rated by
Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by two pools of mortgage loans.  Loan
groups 1 and 2 are cross-collateralized and supported by the B-1
through B-6 subordinate certificates.

Approximately 27.21% and 28.81% of the mortgage loans in groups 1
and 2, respectively, were underwritten using Bank of America's
'Alternative A' guidelines.  These guidelines are less stringent
than Bank of America's general underwriting guidelines and could
include limited documentation or higher maximum loan-to-value
ratios.  Mortgage loans underwritten to 'Alternative A' guidelines
could experience higher rates of default and losses than loans
underwritten using Bank of America's general underwriting
guidelines.

Loan groups 1 and 2 in the aggregate consist of 1,700 recently
originated, conventional, fixed-rate, fully amortizing, first
lien, one- to four-family residential mortgage loans with original
terms to stated maturity -- WAM -- ranging from 120 to 360 months.
The aggregate outstanding balance of the pool as of March 1, 2005,
is $238,960,417, with an average balance of $140,565 and a
weighted average coupon of 6.016%.  The weighted average original
loan-to-value ratio for the mortgage loans in the pool is
approximately 70.76%.  The weighted average FICO credit score is
734.  Second homes and investor-occupied properties comprise 3%
and 56.95% of the loans in the group, respectively.  Rate/Term and
cash-out refinances account for 16.54% and 32.66% of the loans in
the group, respectively.

The states that represent the largest geographic concentration of
mortgaged properties are:

             * California (24.61%),
             * Florida (16.68%) and
             * Texas (6.75%).

All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

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

Banc of America Mortgage Securities, Inc., deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BANC OF AMERICA: Moody's Withdraws Low-B Ratings After Payment
--------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Banc of
America Large Loan, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-7WTC as:

   --Class A, $211,225,000, Floating, currently rated A2
   --Class X-2, Notional, currently rated A2
   --Class B, $19,337,000, Floating, currently rated Baa1
   --Class C, $26,775,000, Floating, currently rated Baa2
   --Class D, $14,875,000, Floating, currently rated Baa3
   --Class E, $34,213,000, Floating, currently rated Ba2
   --Class F, $17,850,000, Floating, currently rated Ba3
   --Class G, $31,325,000, Floating, currently rated B2
   --Class H, $27,400,000, Floating, currently rated B3

The rated Certificates were paid off in their entirety on March
28, 2005 utilizing the proceeds of an unrated $425.0 million New
York City Industrial Development Agency Liberty Revenue Bonds
issuance secured by the new 7 World Trade Center building in New
York City, which is under construction.  In response, Moody's
ratings have been withdrawn.


CATHOLIC CHURCH: Tucson Doesn't Get Solicitation Period Extension
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Feb. 8,
2005, the Diocese of Tucson asked Judge Marlar to extend the
exclusive period for soliciting acceptance of its Plan to
September 19, 2005.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang, LLP,
assured the United States Bankruptcy Court for the District of
Arizona that extending the Exclusive Solicitation Period in
Tucson's Chapter 11 case will facilitate moving the case forward
toward a fair and equitable resolution because of the clarifying
effect of the expiration of the bar date on April 15, 2005.

The Court denied the motion.  Tuscon's exclusive solicitation
period ended on March 19, 2005.

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)


COLLINS & AIKMAN: Poor Performance Prompts S&P to Junk Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Troy, Mich.-based Collins & Aikman Corp. to 'CCC+' from
'B' and removed the rating from CreditWatch where it was placed
March 5, 2005.  At the same time, the senior secured, senior
unsecured, and subordinated debt ratings on the company were also
lowered and removed from CreditWatch.

Collins & Aikman has total debt of about $2 billion.  The rating
outlook is negative.

"The rating actions reflect the company's poor cash flow
generation, high debt leverage, and constrained liquidity that
have resulted from the intense challenges of the automotive
industry, combined with concerns about accounting misstatements
and material internal financial control weaknesses," said Standard
& Poor's credit analyst Martin King.  "The industry outlook
continues to be uncertain.  Ratings could be lowered if it appears
that Collins & Aikman's operating performance will remain
depressed or liquidity constrained."

Industry conditions for automotive suppliers have deteriorated in
recent months because of reduced vehicle production, higher raw
material costs, and more constrained liquidity.  Lower vehicle
production levels in North America during the past few quarters
were primarily concentrated at Ford Motor Co. (BBB-/Stable/A-3)
and General Motors Corp. (BBB-/Negative/A-3) because of their
market-share losses and bloated inventory.  Weak production levels
may continue later in the year if the lackluster sales pace does
not improve.

Somewhat offsetting the impact of the Ford and GM cuts for Collins
& Aikman is the strong performance of several vehicles from its
largest customer, DaimlerChrysler AG (BBB/Stable/A-2), which
accounts for 30% of total sales, and has gained market share so
far this year.

We had expected Collins & Aikman to show meaningful improvements
in its operating results during 2005 because of new business
additions and cost savings.  Current industry challenges, however,
will likely negate the expected improvement.  Results are also
being negatively affected by higher commodity prices. Meanwhile,
the company's cash flow generation remains very poor and is a key
credit concern.


CONTINENTAL AIRLINES: Four Unions Ratify New Labor Pacts
--------------------------------------------------------
Continental Airlines' (NYSE: CAL) pilots, mechanics, dispatchers
and simulator engineers have ratified new collective bargaining
agreements with the airline.

The flight attendants, represented by the International
Association of Machinists and Aerospace Workers, were the only
work group that failed to ratify their agreement and join the rest
of Continental's employees in the needed pay and benefit
reductions.

The unions with ratified agreements have chosen to go forward and
implement their contracts despite the flight attendants' failure
to ratify.

The company will also implement previously announced pay and
benefit reductions at the beginning of April for its airport,
cargo, reservations, Chelsea food services, management and
clerical employees.

In its Form 10-K for the fiscal year ended Dec. 31, 2004, filed
with the Securities and Exchange Commission, Continental Airlines
said labor costs, including employee incentives, constituted 28.3%
of its total operating expenses in 2004.

"Currently, our estimated wages, salaries and benefits cost per
available seat mile, measured on a stage length adjusted basis --
labor CASM -- would be the second highest among major domestic
airlines after taking into account labor cost savings announced or
proposed by our competitors," the Company said in its regulatory
filing.  "Even after the $500 million reduction in annual wage and
benefit costs, we estimate that our labor CASM will continue to be
higher than that of many of our competitors. . . [W]e believe that
the timely ratification and implementation of the tentative
agreements with our unions is essential in order to have adequate
liquidity to meet our obligations."

Continental's officers and its board of directors already
implemented their reductions on Feb. 28.

With the implementation of reduced pay and benefits for all
domestic employees except flight attendants, and including
reductions already achieved from certain Continental Micronesia
and international work groups, Continental expects to achieve
approximately $418 million of annual pay and benefit savings on a
run-rate basis.  Additionally in 2005, Continental will record an
approximately $43 million non-cash curtailment charge related to
the pilots' pension plan and an incremental $23 million non-cash
expense associated with a bridge retiree medical plan.

Having achieved the vast majority of its cost savings goal, the
company can avoid having to seek larger pay and benefit reductions
in the future from all work groups other than flight attendants,
and it will significantly improve its liquidity position.

The current levels of pay and benefits for flight attendants are
not sustainable.  The company will promptly reengage in
discussions with the flight attendants to reach a revised
agreement on pay and benefit reductions.  Unfortunately, the
needed pay and benefit reductions under that agreement will be
larger.  The longer this process takes, the deeper the pay and
benefit reductions will be in order to achieve the needed cost
savings from the flight attendants and to be fair to their co-
workers who have taken reductions.

"I recognize that these pay and benefit reductions are painful,
and I appreciate that our pilots, mechanics, dispatchers and
simulator engineers made the decision to support their co-workers
and our airline," Continental Chairman and Chief Executive Officer
Larry Kellner said.  "While I am disappointed that the flight
attendants failed to ratify their agreement, I believe they
recognize our need for cost reductions and want to support our co-
workers, but were influenced by other factors."

            Teamsters Overwhelmingly Ratify Agreement

Teamsters employed across the country by Continental Airlines also
ratified contract modifications by an overwhelming margin.
Approximately 3,430 aviation maintenance technicians and related
workers are covered by the agreement.

"This contract strengthens workers' positions at Continental
Airlines," said Don Treichler, Teamsters Airline Division
Director.  "This is a difficult time for airlines, but we fought
hard to include job protections -- including a no-furlough clause
-- that these skilled, hardworking Teamsters deserve."

The contract includes caps on workers' health insurance costs, a
clause that prohibits loss of jobs through furloughs and stronger
language in the case of bankruptcy.  Numerous items in the
workers' current contract, such as their 401(k) plan, sick leave
and vacation time, are unchanged.

The Continental employees voted by a 72 percent to 28 percent
margin (1,751 to 667) to ratify this new agreement.  These
contract modifications take effect on April 1 and run until
March 1, 2009.

Founded in 1903, the International Brotherhood of Teamsters
represents more than 1.4 million hardworking men and women
throughout the United States and Canada.

Continental Airlines -- http://continental.com/--is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  FORTUNE ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  FORTUNE also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                         *     *     *

Continental Airlines reported a $363 million loss for 2004.  In a
recorded message on Feb. 11, 2005, Larry Kellner, Continental's
Chairman and Chief Executive Officer, told employees that losses
in January 2005 continued and are running more than $1.5 million
per day.  Continental expects to incur a significant loss in 2005.
The carrier's balance sheet dated Sept. 30, 2004, shows
$10.8 billion in assets and $685 million in shareholder equity.

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its single-B ratings on
Continental Airlines Inc. equipment trust certificates and
enhanced equipment trust certificates on CreditWatch with negative
implications.  S&P's rating action does not affect issues that are
supported by bond insurance policies.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.


CONTINENTAL AIRLINES: Issues Common Stock Options to Employees
--------------------------------------------------------------
As a result of the ratifications made by Continental Airlines'
(NYSE: CAL) employees for pay and benefit reductions, Continental
has issued to all domestic employees, except flight attendants,
stock options for approximately 8.7 million shares of
Continental's common stock.  These options represent approximately
13 percent of the currently outstanding shares of common stock of
Continental and have an exercise price of $11.89 per share.  As a
result of options granted under the new employee stock option
plans, Continental expects to incur a non-cash expense of
$18 million in 2005.

The company's previously announced enhanced profit-sharing program
also became effective for all employees participating in the pay
and benefit reductions.  The program creates a much larger profit-
sharing pool than the old profit-sharing plan and is the best in
the industry.

The flight attendants, represented by the International
Association of Machinists and Aerospace Workers, were the only
work group that failed to ratify their agreement and join the rest
of Continental's employees in the needed pay and benefit
reductions.

Continental Airlines -- http://continental.com/-- is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  FORTUNE ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  FORTUNE also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                         *     *     *

Continental Airlines reported a $363 million loss for 2004.  In a
recorded message on Feb. 11, 2005, Larry Kellner, Continental's
Chairman and Chief Executive Officer, told employees that losses
in January 2005 continued and are running more than $1.5 million
per day.  Continental expects to incur a significant loss in 2005.
The carrier's balance sheet dated Sept. 30, 2004, shows
$10.8 billion in assets and $685 million in shareholder equity.

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its single-B ratings on
Continental Airlines Inc. equipment trust certificates and
enhanced equipment trust certificates on CreditWatch with negative
implications.  S&P's rating action does not affect issues that are
supported by bond insurance policies.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.


CONTINENTAL AIRLINES: Leasing Eight New Boeing Aircraft This Year
-----------------------------------------------------------------
With the implementation of the ratified agreements between
Continental Airlines (NYSE: CAL) and its employees, excluding its
flight attendants, Continental is confirming delivery of the
aircraft under its previously announced Boeing aircraft order.
The company will now grow by leasing eight Boeing 757-300 aircraft
starting this summer and accelerating delivery of six Boeing 737-
800 aircraft into 2006.  These aircraft will provide the
opportunity for Continental to further expand its international
network while supporting its domestic system.  The airline also
will acquire 10 Boeing 787 aircraft beginning in 2009.

Continental Airlines -- http://continental.com/--is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  FORTUNE ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  FORTUNE also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                         *     *     *

Continental Airlines reported a $363 million loss for 2004.  In a
recorded message on Feb. 11, 2005, Larry Kellner, Continental's
Chairman and Chief Executive Officer, told employees that losses
in January 2005 continued and are running more than $1.5 million
per day.  Continental expects to incur a significant loss in 2005.
The carrier's balance sheet dated Sept. 30, 2004, shows
$10.8 billion in assets and $685 million in shareholder equity.

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its single-B ratings on
Continental Airlines Inc. equipment trust certificates and
enhanced equipment trust certificates on CreditWatch with negative
implications.  S&P's rating action does not affect issues that are
supported by bond insurance policies.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.


COEUR D'ALENE: Incurs $12.2 Million Net Loss in 2004
----------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE, TSX: CDM) reported the
expected filing with the Securities and Exchange Commission of its
Annual Report on Form 10-K for 2004.  The Company has received an
unqualified opinion on its 2004 financial statements.
Management's assessment pursuant to Section 404 of the Sarbanes-
Oxley Act reported certain material weaknesses in the Company's
system of internal controls and it plans to remediate all reported
weaknesses.

The Company booked a net $4.7 million ($0.02 per share) non-cash,
deferred tax adjustment to its previously released, unaudited
financial statements for 2004.  The net deferred tax adjustment
resulted primarily from a reduction in the expected future
effective tax rate used in connection with the valuation allowance
for deferred tax assets.

As a result of the adjustment, net loss for 2004 increased from
$12.2 million to $16.9 million.  Net cash flow was not affected.

Net income for the fourth quarter of 2004 decreased from
$13.0 million ($0.05 per diluted share) to $8.3 million.
Operating income remained unchanged at $1.8 million.

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

                         *     *     *

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


CREDIT SUISSE: Fitch Holds Low-B & Junk Ratings on Four Classes
---------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston Mortgage
Securities Corp., commercial mortgage pass-through certificates,
series 1997-C2:

   -- $95.3 million class D certificates to 'AA-' from 'A+'.

In addition, Fitch affirms these classes:

   -- $66.8 million class A-2 at 'AAA';
   -- $523.3 million class A-3 at 'AAA';
   -- Interest-only class A-X at 'AAA';
   -- $95.3 million class B certificates at 'AAA';
   -- $80.6 million class C certificates at 'AAA';
   -- $73.3 million class F at 'BB';
   -- $14.7 million class G at 'BB-';
   -- $29.3 million class H remains at 'CCC';
   -- $14.7 million class I remains at 'CC'.

Fitch does not rate the $25.7 million class E or the $9.0 million
class J certificates.

The upgrade is the result of increased subordination levels due to
amortization and prepayments.  As of the March 2005 distribution
date, the pool's aggregate balance has been reduced by 29.9% to
$1.03 billion from $1.47 billion at issuance.  In addition, 13.6%
has been defeased.

Currently, eight loans (5.2%) are in special servicing, the
largest two are real estate owned.  One (1.5%) is a retail
property in Canton, Michigan, which transferred to the special
servicer following Kmart rejecting their lease in January 2003 as
part of their bankruptcy plan.  The property is now under contract
for sale and is scheduled to close by June 2005.

The second largest (0.77%) is secured by a retail property located
in Lewisville, Texas.  The loan was transferred to the special
servicer as a result of a monetary default due to the occupying
tenant's bankruptcy.  The property is expected to be listed for
sale shortly.

Although losses are expected on the specially serviced loans,
previous rating actions on the lower rated classes have taken loss
estimates into account.  If the deal's performance deteriorates
further or should the expected losses on the specially serviced
loans increase, downgrades to the lower rated classes may result.


CREDIT SUISSE: Moody's Reviewing Mortgage Securitization Ratings
----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 35 classes of mezzanine and subordinated tranches from
nine mortgage backed securitizations issued by Credit Suisse First
Boston Mortgage Securities Corp. in 2002.  In addition, Moody's
has placed under review for possible downgrade three classes of
mezzanine and subordinated tranches from 3 mortgage backed
securitizations issued by Credit Suisse First Boston Mortgage
Securities Corp. in 2002.  The pools are Jumbo-A/Alternative-A
first lien adjustable-rate loans.  The actions are based on the
fact that the bonds' current credit enhancement levels, including
excess spread where applicable, are either high or low compared to
the current projected loss numbers for the current rating level.

In general, the securitizations being placed under review for
possible upgrade have benefited from rapid prepayments resulting
in the deleveraging of the transactions.  In addition, many of the
mortgage pools underlying most of these securitizations have
performed better than our original expectations.

The securitizations being placed under review for possible
downgrade suffer primarily from the performance of the underlying
loans with cumulative losses exceeding our original expectations.

The complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

Review for Upgrade:

   * Series 2002-AR2; Class I-B-1, current rating Aa3, under
     review for possible upgrade

   * Series 2002-AR2; Class I-B-2, current rating A3, under review
     for possible upgrade

   * Series 2002-AR2; Class II-M-1, current rating Aa2, under
     review for possible upgrade

   * Series 2002-AR8; Class C-B-1, current rating Aa2, under
     review for possible upgrade

   * Series 2002-AR13; Class C-B-1, current rating Aa3, under
     review for possible upgrade

   * Series 2002-AR13; Class C-B-2, current rating A2, under
     review for upgrade

   * Series 2002-AR13; Class C-B-3, current rating Baa3, under
     review for possible upgrade

   * Series 2002-AR13; Class C-B-4, current rating Ba3, under
     review for upgrade

   * Series 2002-AR13; Class V-M-1, current rating Aa2, under
     review for possible upgrade

   * Series 2002-AR13; Class V-M-2, current rating A2, under
     review for upgrade

   * Series 2002-AR17; Class C-B-1, current rating Aa3, under
     review for upgrade

   * Series 2002-AR17; Class C-B-2, current rating A3, under
     review for possible upgrade

   * Series 2002-AR17; Class C-B-3, current rating Baa3, under
     review for upgrade

   * Series 2002-AR25; Class C-B-1, current rating Aa3, under
     review for upgrade

   * Series 2002-AR25; Class C-B-2, current rating A3, under
     review for possible upgrade

   * Series 2002-AR25; Class C-B-3, current rating Baa3, under
     review for upgrade

   * Series 2002-AR27; Class C-B-1, current rating Aa3, under
     review for upgrade

   * Series 2002-AR27; Class C-B-2, current rating A3, under
     review for possible upgrade

   * Series 2002-AR27; Class C-B-3, current rating Baa3, under
     review for upgrade

   * Series 2002-AR27; Class IV-M-1, current rating Aa2, under
     review for upgrade

   * Series 2002-AR28; Class C-B-1, current rating Aa3, under
     review for upgrade

   * Series 2002-AR28; Class C-B-2, current rating A3, under
     review for possible upgrade

   * Series 2002-AR28; Class C-B-3, current rating Baa3, under
     review for upgrade

   * Series 2002-AR28; Class III-M-1, current rating Aa2, under
     review for upgrade

   * Series 2002-AR31; Class C-B-1-X, current rating Aa2, under
     review for possible upgrade

   * Series 2002-AR31; Class C-B-1, current rating Aa2, under
     review for possible upgrade

   * Series 2002-AR31; Class C-B-2, current rating A2, under
     review for possible upgrade

   * Series 2002-AR31; Class C-B-3, current rating Baa3, under
     review for possible upgrade

   * Series 2002-AR31; Class C-B-4, current rating Ba2, under
     review for possible upgrade

   * Series 2002-AR31; Class C-B-5, current rating B3, under
     review for upgrade

   * Series 2002-AR33; Class C-B-1, current rating Aa3, under
     review for possible upgrade

   * Series 2002-AR33; Class C-B-2, current rating A2, under
     review for upgrade

   * Series 2002-AR33; Class C-B-3, current rating Baa2, under
     review for possible upgrade

   * Series 2002-AR33; Class C-B-4, current rating Ba2, under
     review for upgrade

   * Series 2002-AR33; Class C-B-5, current rating B3, under
     review for upgrade

Review for Downgrade:

   * Series 2002-AR8; Class C-B-4, current rating Ba3, under
     review for possible downgrade

   * Series 2002-AR31; Class VII-M-2, current rating A2, under
     review for downgrade

   * Series 2002-AR33; Class V-M-2, current rating A2, under
     review for do


CRDENTIA CORP: Acquires TravMed USA
-----------------------------------
Crdentia Corp. (OTC Bulletin Board: CRDE), a leading U.S. provider
of healthcare staffing services, acquired TravMed USA, Inc., a
nationwide provider of travel and per diem nursing services.
Terms of the transaction were not released.

TravMed, based in Charlotte, North Carolina, has a database of
4,000 nurses and currently has approximately 450 contracts with
more than 1,200 healthcare facilities.  In addition, TravMed also
has a Government Services Agreement to staff federal healthcare
facilities operated by the Veterans Administration and the
Department of Defense.  The Company has a broad geographic reach
providing its travel and per diem nursing staffing services in 49
states and the District of Columbia.  TravMed was founded in 1997
by Robert Litton and Steve Williams.  Robert Litton will continue
to oversee the day-to-day operations of TravMed and has joined the
Crdentia senior management team.

"I am delighted to welcome TravMed to the Crdentia family," said
Crdentia's Chairman and Chief Executive Officer James D. Durham.
"TravMed is a broad-based, highly respected and well-known name in
travel nursing.  The combination of TravMed with Crdentia's
current travel nurse operation carves out a definitive niche for
our company in the travel nurse staffing industry."

Robert Litton, co-founder of TravMed, commented, "I am excited
about joining Crdentia and integrating the companies' travel
nursing operations.  I believe that Crdentia's size and scope
along with its unique multidimensional approach to healthcare
staffing services will provide opportunities that will allow
TravMed to grow faster than it would have on a stand-alone basis."

Crdentia's President Pamela Atherton stated, "TravMed's GSA
contract is a significant entry point for Crdentia into federal
healthcare facilities and we will look to expand this business as
a combined company going forward.  In addition, consolidating the
TravMed and existing Crdentia travel nurse businesses will result
in significant annual cost savings and operating efficiencies that
will improve our competitiveness in the marketplace."

TravMed USA, Inc., represents one of several recent acquisitions
announced by Crdentia focusing on healthcare staffing services.
Founded in August 2002, Crdentia successfully integrated four
acquisitions in 2003 along with two acquisitions in 2004.
Crdentia currently ranks among the 10 largest healthcare staffing
providers in the U.S. market.

                        About the Company

Crdentia Corp. -- http://www.crdentia.com/-- is one of the
nation's leading providers of healthcare staffing services.
Crdentia seeks to capitalize on an opportunity that currently
exists in the healthcare industry by targeting the critical
nursing shortage issue.  There are many small, private companies
that are addressing the rapidly expanding needs of the healthcare
industry.  Unfortunately, due to their relatively small
capitalization, they are unable to maximize their potential,
obtain outside capital or expand.  By consolidating well-run small
private companies into a larger public entity, Crdentia intends to
facilitate access to capital, the acquisition of technology, and
expanded distribution that, in turn, drive internal growth.

At September 30, 2004, Crdentia's balance sheet showed a
$1,899,908 stockholders' deficit compared to $4,741,642 of
positive equity at December 31, 2003.


CRYOPAK INDUSTRIES: Raises Private Debenture Placement to $1.9MM
----------------------------------------------------------------
Cryopak Industries Inc. (TSX VENTURE:CYK)(OTCBB:CYKIF) reported
that, in connection with its proposed private placement of Secured
Subordinate Convertible Debentures in the principal amount of
$1,000,000 announced on March 24, 2005, it has received
commitments from other third party investors with respect to
subscriptions of Debentures with principal of up to an additional
$900,000, for a private placement of Debentures with a total
principal amount of up to $1,900,000.  The terms and conditions of
the Debentures are as disclosed in the Company's press release
dated March 24, 2005.  This private placement remains subject to
regulatory approval.  A finder's fee of up to 1% will be payable
in connection with the private placement.

As disclosed in the Company's press release dated March 24, 2005,
Esarbee Investments Limited, an insider of the Company, B.C.
Discovery Fund (VCC) Inc., which is related to an insider of the
Company, Mr. John McEwen, Chairman of the Company, and Mr. Martin
Carsky, Chief Executive Officer of the Company, intend to
subscribe for $500,000, $250,000, $26,000 and $35,000 of the
Debentures, respectively.

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

                         *     *     *

                       Going Concern Doubt

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

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

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


CWMBS INC: Fitch Assigns Low-B Ratings on Classes B-3 & B-4 Certs.
------------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
mortgage pass-through trust 2005-12:

    -- $920.6 million classes 1-A-1 through 1-A-6, 2-A-1 through
       2-A-11, PO, and A-R certificates (senior certificates)
       'AAA';

    -- $20.1 million class M certificates 'AA';

    -- $5.7 million class B-1 certificates 'A';

    -- $3.3 million class B-2 certificates 'BBB';

    -- $1.9 million class B-3 certificates 'BB';

    -- $1.4 million class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.60%
subordination provided by:

        * the 2.10% class M,
        * the 0.60% class B-1,
        * the 0.35% class B-2,
        * the 0.20% privately offered class B-3,
        * the 0.15% privately offered class B-4, and
        * the 0.20% privately offered class B-5 (not rated by
          Fitch).

Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A', 'BBB',
'BB', and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing), rated 'RMS2+' by Fitch, a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.

The certificates represent an ownership interest in two groups of
conventional, fully amortizing mortgage loans.  Loan group 1
consists of 30-year fixed-rate mortgage loans totaling
$389,653,420, as of the cut-off date, March 1, 2005, secured by
first liens on one- to four- family residential properties.  The
mortgage pool demonstrates an approximate weighted-average
original loan-to-value ratio -- OLTV -- of 72.04%.  Approximately
64.13% of the loans were originated under a reduced documentation
program.  The weighted average FICO credit score is approximately
742.  Cash-out refinance loans represent 19.86% of the mortgage
pool and second homes 6.03%.  The average loan balance is
$535,974.

The three states that represent the largest portion of mortgage
loans are:

        * California (51.53%),
        * Florida (4.96%), and
        * New York (4.80%).

Loan group 2 consists of 30-year fixed-rate interest-only mortgage
loans totaling $354,676,493, as of the cut-off date, secured by
first liens on one- to four-family residential properties.  The
mortgage pool demonstrates an approximate weighted-average OLTV of
72.49%.  Approximately 66.34% of the loans were originated under a
reduced documentation program.  The weighted average FICO credit
score is approximately 742.  Cash-out refinance loans represent
20.98% of the mortgage pool and second homes 5.18%.  The average
loan balance is $538,204.

The three states that represent the largest portion of mortgage
loans are:

        * California (50.37%),
        * New York (4.92%), and
        * Florida (4.16%).

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/

Approximately 95.19% and 4.81% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios, and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Rates $10.5 Mil. Mortgage Certificates at Low-B
----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
mortgage pass-through trust 2005-10:

    -- $289.3 million classes A-1 through A-4, PO, and A-R
       certificates (senior certificates) 'AAA';

    -- $6.2 million class M certificates 'AA';

    -- $1.8 million class B-1 certificates 'A';

    -- $1.1 million class B-2 certificates 'BBB';

    -- $600,000 class B-3 certificates 'BB';

    -- $450,000 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.55%
subordination provided by:

        * the 2.05% class M,
        * the 0.60% class B-1,
        * the 0.35% class B-2,
        * the 0.20% privately offered class B-3,
        * the 0.15% privately offered class B-4, and
        * the 0.20% privately offered class B-5 (not rated by
          Fitch).

Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A', 'BBB',
'BB', and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing), rated 'RMS2+' by Fitch, a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.

The certificates represent an ownership interest in a group of 30-
year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$231,234,349, as of the cut-off date, March 1, 2005, secured by
first liens on one- to four- family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average original loan-to-value ratio of 72.40%.  The
weighted average FICO credit score is approximately 741.  Cash-out
refinance loans represent 20.13% of the mortgage pool and second
homes 5.81%.  The average loan balance is $535,265.

The three states that represent the largest portion of mortgage
loans are:

        * California (51.45%),
        * New York (5.68%), and
        * New Jersey (4.99%).

Subsequent to the cut-off date, additional loans were purchased
prior to the closing date, March 30, 2005.  The aggregate stated
principal balance of the mortgage loans transferred to the trust
fund on the closing date is $299,998,938.

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/

Approximately 96.77% and 3.23% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios, and different documentation requirements
than those associated with the Standard Underwriting Guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


DMX MUSIC: Creditors Committee Taps BDO Seidman as Fin'l Advisors
-----------------------------------------------------------------
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 BDO Seidman, LLP,
and its majority owned affiliate, the Trenwith Group, LLC, as its
financial advisors.

BDO Seidman and Trenwith Group are expected to:

   a) evaluate the necessity and benefits of a proposed sale of
      the Debtors' assets, and assist the Debtors in connection
      with the marketing of assets for sale;

   b) assist the Committee in investigating the acts, conduct,
      assets, liabilities and financial condition of the Debtors,
      the operation of the Debtors' businesses, the desirability
      of the sale of the Debtors' assets and businesses, and any
      other matters related to an asset sale or the formation of
      a plan of reorganization or liquidation;

   c) assist the Committee in negotiating and formulating a plan
      of reorganization or plan of orderly liquidation; and

   d) perform all other financial and investment banking advisory
      services for the Committee that are necessary in the
      Debtors' chapter 11 proceedings.

David E. Berliner, C.P.A., a Member at BDO Seidman, discloses
that:

      BDO Seidman's professionals bill:

      Designation         Hourly Rate
      -----------         ------------
      Partners            $335 - $675
      Senior Managers     $230 - $510
      Managers            $210 - $345
      Seniors             $150 - $255
      Staff                $95 - $195

      Trenwith Group's professionals bill:

      Designation                   Hourly Rate
      -----------                   -----------
      Senior Managing Directors        $650
      Managing Directors            $325 - $550
      Senior Vice Presidents        $295 - $425
      Vice Presidents               $225 - $300
      Associates                    $150 - $225
      Analysts                       $90 - $150

for their professional services.  BDO Seidman and Trenwith Group
assure the Court that they represent no 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.


DMX MUSIC: Ct. Enters Final DIP Financing & Cash Collateral Order
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted DMX
Music Inc., and its debtor-affiliates, final approval:

   a) to incur post-petition secure indebtedness, enter into
      certain financial arrangements with Royal Bank of Canada as
      Agent and the Pre-Petition Secured Lenders and Post-Petition
      Lenders party to the Amended Credit Agreements, and to
      obtain post-petition extensions of credit;

   b) to grant security interests, liens and priority claims to
      Royal Bank and the Pre-Petition and Post-Petition Lenders
      pursuant to Section 364 of the Bankruptcy Code; and

   c) to use Cash Collateral securing repayment of prepetition
      obligations to the Pre-Petition Secured Lenders and grant
      adequate protection to those Lenders.

      Pre-Petition Debt, Use of Cash Collateral & DIP Loans

Under various Credit & Loan Agreements, the Debtors owe:

    Pre-Petition Lender                     Amount Owed
    -------------------                     -----------
    Royal Bank & Pre-Petition Lenders       $125,000,000
    (under Credit Agreement dated
     May 17, 2001)

    Royal Bank & Pre-Petition Lenders        $86,000,000
    (under revolving loans & term loans)

    Liberty Digital, Inc.                    $35,000,000
    Option Holders of AEI & Maxide           $10,000,000
                                            ------------
                                            $256,000,000

The Debtors will use the Pre-Petition Secured Lenders' Cash
Collateral and Royal Bank and the Post-Petition Lenders' DIP Loans
to finance continued operation of their businesses pending the
consummation of the sale of substantially all of their assets.

                 DIP Financing & Cash Collateral

The Bankruptcy Court authorizes the Debtors to obtain up to $4
million for March 2005, $5 million for April 2005, and $8 million
for May 2005, for a total limit of up to $17 million.  The
Debtors' Post-Petition DIP Financing are under the DIP Financing
Amendment, the Amended Credit Agreement, and all other Pre-
Petition Credit Documents between the Debtors, Royal Bank and the
Lenders.

The Court's final financing order provides that if Royal Bank or
the Post-Petition Lenders advance funds in excess of the amount
limitations set by the Court or the DIP Credit Documents, those
fund advances will constitute part of the Debtors' DIP
Indebtedness and will be entitled to the benefits of the DIP
Credit Documents and the Court's final financing order.

The proceeds of the DIP Loans and proceeds from the Cash
Collateral will be used in accordance with a 16-week Budget
covering the period from Feb. 16, to June 3, 2005.  A full text-
copy of that Budget is available at no charge at:

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

The Pre-Petition Secured Lenders have consented to the Debtors'
use of the Cash Collateral.  To adequately protect their
interests, those Lenders are granted Replacement Liens in all of
the Debtors' post-petition assets for any diminution of value of
the existing Collateral.

             Modification of the Automatic Stay

Royal Bank and the Lenders are entitled to full protection under
Section 364(e) of the Bankruptcy Code with respect to the
Indebtedness, the liens and priorities authorized by the Court's
Final Financing Order in the event that any authorization
contained in the Order is stayed, vacated, reversed or modified on
appeal.

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.


ELCOM INT'L: Insolvent by $2.8 Million & Gives Bankruptcy Warning
-----------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO; and AIM: ELC
and ELCS), reported operating results for its year ended
December 31, 2004.

Net revenues for the year ended December 31, 2004, increased to
$3,807,000 from $3,028,000 in the same period of 2003, an increase
of $779,000, or 26%.  The increase in revenues is primarily due to
an increase in licenses and associated fees reflecting a final
(non-recurring) license fee of $1.1 million related to the
eProcurement Scotland program, earned by the Company in the first
quarter of 2004.

Selling, general and administrative expenses for the year ended
December 31, 2004 were $6,032,000 compared to $8,273,000 in 2003,
a decrease of $2,241,000, or 27%. Throughout 2002 and 2003, the
Company implemented cost containment measures designed to better
align its SG&A expenses with lower than anticipated revenues and
has generally maintained this decreased level of expenses
throughout 2004.  The measures taken in 2003 included personnel
reductions throughout most functional and corporate areas.  In
March 2004, the Company began hiring several staff in the U.K. and
U.S. (support services) in order to service the expanding demand
in the public sector market in the U.K. However, overall headcount
has only increased by three, from 35 employees at the end of the
2003 to 38 employees (five (5) of whom are part-time), at the end
of 2004 (the Company had 57 employees at the end of 2002).  In
addition to the decrease in personnel expenses, the decrease in
SG&A from 2003 to 2004 also reflects a reduction in depreciation
and amortization expense (various Company assets have been fully
depreciated or amortized).

The Company reported an operating loss from continuing operations
of $3,005,000 for the year ended December 31, 2004 compared to a
loss of $5,686,000 reported in 2003, a decrease (improvement) of
$2,681,000, or 47% in the reported loss.  This smaller operating
loss from continuing operations in 2004 compared to 2003 quarter
was due to both the reduction in SG&A and the increase in net
revenues.

As of December 31, 2004, the Company had $390,000 of cash, which
the Company had anticipated would allow it to operate into the
first quarter of 2005.  The Company intends to raise additional
funding sufficient to support its operations and is exploring the
possibility of a common stock offering under its AIM (U.K.)
listing.  The Company required additional financing in the first
quarter of 2005 in order to continue to operate.  The Company has
received bridge loans from the Chairman and CEO and Vice Chairman
and Director.  The bridge loans are intended to provide the
Company with the necessary funds to operate while the Company
continues fundraising discussions.  Through March 31, 2005, the
Company has received a total of $200,000 of such bridge loans,
however the Company requires additional funds to operate until the
anticipated common stock offering may occur.  The Company is
currently in discussions with several parties regarding the
raising of additional capital, however there can be no assurance
that the Company will receive any such funding or, if raised, on
what terms or what the timing thereof may be. Without such funding
the Company would likely be forced to curtail operations and seek
protection under bankruptcy laws during April 2005.

The Company, which is (as previously announced) a member of the
Consortium which is the sole preferred bidder for the U.K.
Government's Zanzibar eProcurement tender in the U.K., believes
that a general election will shortly be called in the U.K.
Because of this, the earliest the Zanzibar agreement is
anticipated to be signed is May 2, 2005.  The Company believes the
Zanzibar agreement, while delayed, will be signed; however, the
date thereof remains uncertain.  This further substantial delay
has impaired the Company's fundraising opportunities.  Because the
Company had already expected the Zanzibar contract to have been
awarded and announced (which would have enhanced fundraising
activities), this additional delay has exacerbated the level of
the Company's shortfall of operating cash. As a result, the
Company will soon be unable to fund operations or other
obligations.

                        Bankruptcy Warning

While the Company continues to explore several opportunities to
raise additional funding, the Company has limited funds to operate
and there can be no assurance that any new funding will be
received, or on what terms.  In addition, as previously disclosed,
the Company believed that its liquidity sources would allow it to
operate into the first quarter.  Hence, if the Company is unable
to secure funding to operate and pay its creditors by April 2005,
it will be forced to seek protection under Federal bankruptcy laws
and may not be able to operate as a going concern.

The Company expects to file its 2003 Annual Report Form 10-K, as
amended, as well as the Company's annual report on Form 10-KSB,
early this month.

At Dec. 31, 2004, Elcom International's balance sheet showed a
$2,840,000 stockholders' deficit, compared to a $2,722,000 deficit
at Dec. 31, 2003.


FEDERAL-MOGUL: Appoints Rainer Jueckstock as Senior Vice-President
------------------------------------------------------------------
President and Chief Executive Officer Jose Maria Alapont announced
the appointment of Rainer Jueckstock as senior vice president,
Powertrain Systems and a member of the Strategy Board for
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ).  Mr.
Jueckstock will have responsibility for the Company's $2.1 billion
Global Powertrain business.

Mr. Jueckstock has been with the company for more than 15 years.
Since 2004 he served as senior vice president, Powertrain
Operations, responsible for worldwide Powertrain manufacturing.

"Mr. Jueckstock has been an outstanding asset to Federal-Mogul.
His determination and leadership skills, coupled with his
manufacturing and business experience, has helped to improve the
efficiency of our global operations," Mr. Alapont said.  "In his
new role Mr. Jueckstock will be instrumental in driving the future
of Federal-Mogul powertrain technology and innovation.  His focus
on quality excellence and commitment to creating value for our
customers is fully aligned with our global profitable growth
strategy."

Mr. Jueckstock, who joined Federal-Mogul in 1990, has held various
positions in the company, including senior vice president,
Pistons, Rings and Liners; vice president, Rings and Liners;
operations director Pistons Rings - Europe; managing director of
the company's Friedberg, Germany operation and responsibility for
Valve Train operations in Elstead, United Kingdom; sales director
for Rings and Liners in Europe; finance controller in Burscheid,
Germany; and finance manager in Dresden, Germany.

Mr. Jueckstock earned a degree in engineering from the Military
College at Zittau, Germany.

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


FIRST HORIZON: Fitch Assigns Low-B Ratings on Classes B-4 & B-5
---------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc. mortgage pass-
through certificates:

    -- $276.6 million, series 2005-2 class I-A-1 through I-A-8, I-
       A-PO, I-A-R, II-A-1, II-A-2, II-A-PO, III-A-1, and III-A-2
       'AAA';

    -- $3,691,000 classes B-1 'AA';

    -- $1,419,000 class B-2 'A';

    -- $710,000 class B-3 'BBB';

    -- $567,000 class B-4 'BB';

    -- $426,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.55%
subordination provided by:

        * the 1.30% class B-1,
        * the 0.50 class B-2,
        * the 0.25% class B-3,
        * the 0.20% privately offered class B-4,
        * the 0.15% privately offered class B-5, and
        * the 0.15% privately offered class B-6 certificates.

The ratings on the class B-1, B-2, B-3, B-4, and B-5 certificates
are based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch.

As of the cut-off date, March 1, 2005, the trust will consist of
three pool groups.  The certificates whose class designation
begins with I, II, and III correspond to pools I, II, and III,
respectively.

As of the cut-off date pool I consists of conventional, fully
amortizing, 30-year fixed-rate mortgage loans secured by first
liens on one- to four-family residential properties, with an
aggregate principal balance of $234,976,316.  The average
principal balance of the loans in this pool is approximately
$511,931.  The mortgage pool has a weighted average original loan-
to-value ratio -- OLTV -- of 70.43%.  The weighted average FICO
score is approximately 743.

The three states that represent the largest portion of the
mortgage loans are:

        * California (27.48%),
        * Virginia (9.93%), and
        * Washington (9.38%).

As of the cut-off date pool II consists of conventional, fully
amortizing, 15-year fixed-rate mortgage loans secured by first
liens on one- to four-family residential properties mortgage
loans, with an aggregate principal balance of $23,058,108.  The
average principal balance of the loans in this pool is
approximately $536,235.  The mortgage pool has a weighted average
OLTV of 68.74%.  The weighted average FICO score is approximately
742.

The three states that represent the largest portion of the
mortgage loans are:

        * California (19.14%),
        * Texas (15.85%), and
        * Virginia (11.18%).

As of the cut-off date, pool III consists of conventional, fully
amortizing, 30-year fixed-rate mortgage loans secured by first
liens on one- to four-family residential properties mortgage
loans, with an aggregate principal balance of $25,834,615.  The
average principal balance of the loans in this pool is
approximately $453,239.  The mortgage pool has a weighted average
OLTV of 68.70%.  The weighted average FICO score is approximately
749.

The three states that represent the largest portion of the
mortgage loans are:

        * California (17.92%),
        * Texas (11.19%), and
        * Georgia (10.00%).

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 the mortgage loans were originated or acquired in accordance
with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2005-2, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as multiple real estate mortgage
investment conduits.  The Bank of New York will act as trustee.


G. B. BOOTS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: G. B. "Boots" Smith Corporation
        2501 Airport Drive
        Laurel, Mississippi 39440

Bankruptcy Case No.: 05-51270

Type of Business: The Debtor deals in transportation and
                  long-distance trucking.

Chapter 11 Petition Date: March 29, 2005

Court: Southern District of Mississippi

Judge: Edward Gaines

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris & Geno, PLLC
                  587 Highland Colony Parkway
                  Ridgeland, Mississippi 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


GARDEN RIDGE: Judge Kornreich Finds Disclosure Statement Adequate
-----------------------------------------------------------------
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Delaware approved the Disclosure Statement
explaining Garden Ridge Corp. and its debtor-affiliates' First
Amended Joint Plan of Reorganization.  Judge Kornreich found the
Disclosure Statement contains adequate information -- meaning the
right amount of the right kind of information to allow a
hypothetical reasonable investor to make an informed decision
whether to accept or reject the Debtors' Plan.

The Court will convene a hearing on April 28 to discuss the merits
of the Plan.

As previously reported, the Plan provides for the substantive
consolidation of the Debtors, so that on or after the Effective
Date, all assets and liabilities of Garden Holdings Inc., Garden
Ridge Corp., Garden Ridge Investments, Inc., Garden Ridge Finance
Corp., and Garden Ridge Management, Inc., will be merged into and
with the assets of Garden Ridge L.P.

On the Effective Date, Reorganized Garden Holdings will issue New
Preferred Shares and New Common Stock.  On or before the Effective
Date, Three Cities will invest $25 million in Garden Ridge
Holdings in exchange the New Common Stock under the terms of a
Stock Purchase Agreement.

The Plan contemplates:

   a) payment in full, on or after the Effective Date, of the
      Unimpaired Claims of Administrative Claims, Priority Tax
      Claims, DIP Financing Claims, Other Priority Claims, and
      Other Secured Claims;

   b) a Cash payment to each holder of Allowed Convenience Claims
      in an amount equal to those claims' Pro Rata distribution of
      $800,000;

   c) issuance of the New Allied Note and New Allied Security
      Interests to the holders of Allied Secured Claims;

   d) distribution to holders of Allowed General Unsecured
      Creditors of Preferred Shares;

   e) a Cash payment to each holder of Allowed Opt-In
      Reclamation Claims in an amount equal to those holders' Pro
      Rata distribution of $200,000;

   f) holders of Equity Interests in each of the Debtors will
      retain their interests; and

   g) holders of Garden Holdings Claims will receive no
      distributions under the Plan.

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

     http://www.researcharchives.com/bin/download?id=050302021552

          - and -

     http://www.researcharchives.com/bin/download?id=050302023013

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


GENERAL BINDING: ACCO World Merger Prompts S&P to Affirm B+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on General
Binding Corp., including its 'B+' corporate credit rating.

At the same time, Standard & Poor's removed the ratings from
CreditWatch, where they had been placed on March 16, 2005.  The
outlook is stable.

The affirmation and stable outlook reflect Standard & Poor's
assessment that the previously announced merger between General
Binding and ACCO World Corp., a division of Fortune Brands, Inc.,
will be consummated, and General Binding's existing rated
obligations will be repaid.  General Binding's majority
shareholder has approved the merger, and commitments from lenders
are in place to effectuate the transaction.  The transaction is
subject to regulatory approval.  At closing, Standard & Poor's
will withdraw its ratings on Northbrook, Ill.-based General
Binding.  Standard & Poor's has not assigned ratings to the new
entity that will be formed from the combination of General
Binding and ACCO.

"We expect that management will continue to improve profitability
through marketing initiatives and manufacturing efficiencies, and
that General Binding's outstanding rating obligations will be
repaid as a result of the ACCO/General Binding merger," said
Standard & Poor's credit analyst Martin Kounitz.


GREENPOINT MORTGAGE: Fitch Puts Low-B Ratings on 2 Private Classes
------------------------------------------------------------------
GreenPoint Mortgage Funding Trust, series 2005-HE1 notes, are
rated by Fitch Ratings:

    -- $866.6 million classes A-1A, A-1-B, A-2 through A-5 'AAA';
    -- $87.2 million classes M1 and M2 'AA+';
    -- $21.8 million class M3 'AA';
    -- $19.6 million class M4 'AA-';
    -- $10.6 million class M5 'A+';
    -- $10.6 million class M6 'A';
    -- $12.2 million class M7 'BBB+';
    -- $9 million class M8 'BBB-';
    -- $10.1 million privately held class B1 'BB+';
    -- $5.3 million privately held class B2 'BB'.

Credit enhancement for the 'AAA' rated class A certificate
reflects the 18.55% subordination provided by:

        * the 6.90% class M-1,
        * the 1.30% class M-2,
        * the 2.05% class M-3,
        * the 1.85% class M-4,
        * the 1.0% class M-5,
        * the 1.0% class M-6,
        * the 1.15% class M-7,
        * the 0.85% class M-8,
        * the 0.95% privately held class B-1,
        * the 0.50% privately held class B-2,
        * the 0.50% privately held class B-3 (not rated by Fitch),
        * monthly excess interest, and
        * initial overcollateralizationof 0.50%.

Fitch's analysis indicates that the above credit enhancement will
be adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts.  In addition,
the ratings reflect the strength of the transaction's legal and
financial structures, the attributes of the mortgage collateral,
and the strength of the servicing capabilities represented by
GreenPoint Mortgage Funding, Inc. as servicer.  Wilmington Trust
Company will act as Owner trustee.  Deutsche Bank National Trust
Company will act as Indenture trustee.

As of the cut-off date, the mortgage loans have an aggregate
balance of $734,646,148.  The weighted average loan rate is
approximately 7.158%.  The weighted average remaining term to
maturity is 193 months.  The average cut-off date principal
balance of the mortgage loans is approximately $55,162.  The
weighted average original combined loan-to-value ratio is 87.2%,
and the weighted average FICO score was 711.

The properties are primarily located in:


        * California (59.57%),
        * New York (4.58%), and
        * Washington (3.21%).

At closing, the seller may deposit up to approximately
$329,325,298 into a pre-funding account to be used to acquire
subsequent mortgage loans from the seller during the pre-funding
period.

The mortgage loans were originated or acquired by GreenPoint
Mortgage Funding, Inc.  For federal income tax purposes, multiple
real estate mortgage investment conduit elections will be made
with respect to the trust estate.


GSR MORTGAGE: Fitch Places Low-B Ratings on Two 2005-3F Certs.
--------------------------------------------------------------
Fitch rates GSR Mortgage Loan Trust series 2005-3F residential
mortgage pass-through certificates:

      -- $325.3 million classes 1A-1 through 1A-17, 2A-1 through
         2A-5, A-P, and A-X certificates (senior certificates)
         'AAA';

      -- $6.7 million class B1 certificates 'AA';

      -- $1.8 million class B-2 certificates 'A';

      -- $1.1 million class B-3 certificates 'BBB';

      -- $674,000 class B-4 certificates 'BB';

      -- $505,000 class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.45%
subordination provided by:

            * the 2% Class B-1,
            * the 0.55% Class B-2,
            * the 0.35% Class B-3,
            * the 0.20% privately offered Class B-4,
            * the 0.15% privately offered Class B-5, and
            * the 0.20% privately offered Class B-6 (not rated by
              Fitch).

Classes B-1, B-2, B-3, B-4, and B-5 are rated 'AA', 'A',
'BBB', 'BB' and 'B' based on their respective subordination only.

The ratings also reflect the quality of the underlying collateral,
the strength of the legal and financial structures, and the master
servicing capabilities of Chase Manhattan Mortgage Corporation,
which is rated 'RMS1-' by Fitch.

The mortgage loan pool is divided into three sub-groups which are
cross-collateralized and pay interest and/or principal to
respective classes of senior certificates.  The subordinate
certificates are also cross-collateralized and will receive
interest and principal from available funds collected in the
aggregate from the mortgage pool.

As of the cut-off date March 1, 2005, the mortgage pool consists
of fixed-rate mortgage loans, which have 30-year amortization
terms, with an approximate balance of $336,937,247.  The mortgage
loans were originated by:

            * Countrywide Home Loans (95.12%),
            * IndyMac Bank, FSB (4.55%), and
            * National City Mortgage Co.(0.33%).

The mortgage pool has an average unpaid principal balance of
$528,944 and a weighted average FICO score of 744.  The weighted
average amortized current loan-to-value ratio is 71.5%.  Rate/Term
and cashout refinances represent 27.88% and 17.13%, respectively,
of the mortgage loans.  The states that represent the largest
geographic concentration of mortgaged properties are:

            * California (49.83%),
            * New Jersey (4.83%), and
            * New York (4.52%).

All other states comprise fewer than 4% of properties in the pool.

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

GS Mortgage Securities Corp. purchased the mortgage loans from
each seller and deposited the loans in the trust, which issued the
certificates, representing undivided and beneficial ownership in
the trust.  For federal income tax purposes, the securities
administrator will cause multiple real estate mortgage investment
conduits elections to be made for the trust.  JPMorgan Chase Bank,
N.A. will serve as the Master Servicer.  JPMorgan Chase Bank, N.A.
will act as Securities Administrator and Wachovia Bank, N.A will
serve as the Trustee.


H&E EQUIPMENT: Reports Q4 Results & Sends Some Default Warnings
---------------------------------------------------------------
H&E Equipment Services L.L.C., reports that fourth quarter
revenues increased $24.0 million, or 22.3%, and earnings before
interest, taxes, depreciation and amortization (EBITDA) and EBITDA
as adjusted for the loss of litigation recorded in 2003
(Adjusted EBITDA) increased $8.4 million, or 48.6%.

John Engquist, President and Chief Executive Officer, said, "Our
performance during the fourth quarter continued to improve and
accelerate.  The fourth quarter was our strongest quarter of the
year, and December was our strongest month of the year (higher
revenues, gross profit and EBITDA)."

"Our much improved performance is the result of a better
environment in the equipment rental sector, an improved economy,
strong demand for new and used equipment, and an intense focus on
rationalizing our rental fleet in order to improve dollar returns.
We believe demand for our products and services will continue to
grow with an improving economy," Mr. Engquist continued.

                Unaudited Fourth Quarter Highlights

Fourth quarter revenues were $131.6 million compared to $107.6
million for the fourth quarter of 2003.  Fourth quarter 2004
income from operations was $11.7 million compared to $2.7 million
last year, an increase of $9.0 million.  The fourth quarter of
2004 net income was $1.8 million compared to the $7.2 million net
loss for the fourth quarter of 2003.  EBITDA and Adjusted EBITDA
for the fourth quarter increased $8.4 million, or 48.6%, to $25.7
million from $17.3 million for the fourth quarter of 2003.

Fourth quarter equipment rental revenues were $43.7 million
compared to $38.6 million for the fourth quarter of 2003,
reflecting an increase of $5.1 million, or 13.2%.  The overall
increase was primarily due to a $4.7 million increase in aerial
work platform equipment rental revenue.  At the end of the fourth
quarter of 2004, the original acquisition cost of the rental fleet
was $463.9 million, down $29.6 million from $493.5 million at the
end of the fourth quarter of 2003.  For the fourth quarter of
2004, dollar utilization increased to 36.9% from 30.7% for the
fourth quarter 2003.

Fourth quarter new equipment sales were $36.3 million compared to
$23.1 million for the fourth quarter of 2003, reflecting an
increase of $13.2 million, or 57.1%.  Fourth quarter used
equipment sales were $23.0 million, representing a $4.1 million,
or 21.7%, increase from $18.9 million for the fourth quarter of
2003.  New and used equipment sales increased across all product
lines, except for a $0.6 million decrease in sales of used other
equipment.  Parts sales and service revenues for the fourth
quarter of 2004 collectively were $21.9 million, representing a
$0.2 million, or 0.9%, increase compared to $21.7 million for the
fourth quarter of 2003.

Gross profit for the fourth quarter of 2004 was $36.3 million
compared to $25.8 million for the fourth quarter of 2003,
reflecting an increase of $10.5 million, or 40.7%.  Fourth quarter
gross profit margin increased to 27.6% from 24.0% for the fourth
quarter of 2003.  Gross profit margin improved for equipment
rentals, new, used, parts sales and service revenues.

Fourth quarter gross profit from equipment rentals was $19.0
million compared to $12.9 million for the same time period last
year, reflecting an increase of $6.1 million, or 47.3%.  The
increase was primarily a result of $5.1 million more in rental
revenues combined with $1.0 million less in depreciation,
maintenance expense and other rental costs.  New equipment sales
gross profit for the fourth quarter of 2004 increased to $4.1
million from $2.6 million for the fourth quarter of 2003.  Used
equipment sales gross profit for the fourth quarter of 2004
increased to $4.8 million from $3.4 million for the fourth quarter
of 2003.  The improvement in both new and used equipment sales
gross profit is a result of increasing customer demand and the mix
of equipment sold.  Gross profit for parts sales and service
revenues for the fourth quarter of 2004 was $9.0 million compared
to $8.5 million for the same time period in 2003 and is primarily
a result of the mix of parts sold.

Selling, general and administrative expenses for the fourth
quarter of 2004 were $24.7 million compared to $23.1 million last
year, a $1.6 million, or a 6.9%, increase.  Approximately $0.8
million of the total increase was related to higher sales
commissions, performance incentives, and benefits.  As a
percentage of total revenues, selling, general and administrative
expenses for the fourth quarter of this year decreased to 18.8%
for the fourth quarter of this year from 21.5% for the fourth
quarter of last year.

                      Unaudited 2004 Highlights

For 2004, revenues increased $64.2 million, or 15.5%, to $478.2
million from $414.0 million for 2003.  Income from operations for
2004 increased $20.9 million to $26.1 million from $5.2 million
for 2003 (excluding $17.4 million of loss from litigation recorded
in 2003).  The net loss was $13.6 million for 2004, down from the
net loss of $34.0 million for 2003 (excluding $17.4 million of
loss from litigation recorded in 2003).  EBITDA for 2004 increased
$33.0 million, or 41.4%, to $79.8 million from $46.8 million for
2003, and Adjusted EBITDA (excluding $17.4 million of loss from
litigation recorded in 2003) for 2004 increased $15.6 million, or
19.5%, to $79.8 million from $64.2 million for 2003.

For the year 2004, equipment rental revenues were $160.4 million
compared to $153.9 million in 2003.  New equipment sales for 2004
were $116.9 million compared to $81.7 million for 2003, reflecting
an increase of $35.2 million, or 43.1%.  New equipment sales for
cranes and earthmoving equipment accounted for the majority of the
improvement.  Used equipment sales for 2004 were $85.0 million
compared to $70.9 million for 2003, an increase of $14.1 million,
or 19.9%.  Parts sales and service revenues for 2004 collectively
were $91.7 million compared to $87.0 million last year, reflecting
an increase of $4.7 million, or 5.4%, primarily as a result of
higher revenues due to increasing customer demand.

For 2004, gross profit was $123.7 million compared to $99.4
million for 2003, an increase of $24.3 million, or 24.4%.  The
current year total gross profit margin was 25.9% compared to 24.0%
last year.  Gross profit margin improved for equipment rentals,
new, used and parts sales and service revenues.

For 2004, gross profit from equipment rentals was $60.4 million
compared to $49.2 million for the same time period last year, an
increase of $11.2 million, or 22.8%.  New equipment sales gross
profit for 2004 increased $4.3 million, or 50.6%, to $12.8 million
from $8.5 million for 2003.  Used equipment sales gross profit for
this year increased $4.3 million, or 33.6%, to $17.1 million from
$12.8 million for 2003.  Parts sales and service revenue gross
profit for 2004 was $37.4 million compared to $34.8 million for
2003.

Selling, general and administrative expenses for 2004 were $97.8
million compared to $93.0 million last year, reflecting a $4.8
million, or 5.2%, increase.  Approximately $3.5 million of the
increase was related to higher sales commissions, performance
incentives, and benefits.  As a percent of total revenues,
selling, general and administrative expenses decreased to
20.5% for 2004 from 22.5% for 2003.

                 Annual Report Will Be Delayed

As previously disclosed, upon recommendation of the Audit
Committee and approval of the Board of Directors, on October 27,
2004 H&E dismissed KPMG as its independent auditors, and appointed
BDO Seidman L.L.P. to serve as its independent auditors for the
2004 fiscal year.

The company relates that the delay is KPMG's fault saying, "KPMG
has refused to give its consent to the inclusion in our annual
report on Form 10-K for 2004, of its audit opinion on our
financial statements for fiscal years 2002 and 2003,
notwithstanding that KPMG consented to the inclusion of their
audit opinions in our prior Forms 10-K for those years.  KPMG has
informed us that it has refused to furnish its consent due to a
pending lawsuit against KPMG brought by John Engquist, our
President and Chief Executive Officer.  The lawsuit relates to a
personal matter between KPMG and Mr. Engquist, and it does not
involve in any manner us or our business or financial results or
condition.  KPMG's refusal to issue its consent is not based on
any disagreement on accounting principles or practices, financial
statement disclosure, or auditing scope and procedure involving
us.  However, the immediate consequence of KPMG's refusal is that
we are unable to timely file our 2004 Form 10-K in compliance with
the rules and regulations of the SEC."

H&E has asked BDO to re-audit the 2002 and 2003 annual financial
statements and issue new audit opinions so it can file its Form
10-K as soon as practicable.  In any event, BDO will not be able
to complete its audit in time for the inclusion of audited
financial statements in our annual report on Form 10-K for 2004
for filing by March 31st, when it would normally be filed.  "Our
goal is to complete the re-audits of our 2002 and 2003 financial
statements, release our audited financial statements and file our
2004 Form 10-K as soon as practicable thereafter," the Company
says.

             Asking Lenders & Noteholders for Waiver

In light of the delay in filing its Form 10-K, the Company will be
seeking waivers from the holders of our senior secured notes and
senior subordinated notes and the lenders under its secured credit
facility.  If granted, the waivers will also allow H&E sufficient
time to complete the re-audit and file our Form 10-K.  H&E
cautions that if the waiver is not obtained under the secured
credit facility, an event of default will occur and the requisite
percentage of lenders may, among other things, cease making
additional advances and demand payment of all amounts outstanding
under the credit facility.  In addition, the requisite percentage
of holders of the respective notes, or the trustee under the
applicable indenture, could elect to declare an event of default
under such indenture subject to applicable grace periods.

                   Balance Sheet Upside-Down

H&E Equipment's balance sheet dated Sept. 30, 2004, shows $403
million in assets and a $42 million equity deficit.

                        Low-B Ratings

Moody's Investors Services gave the company's debt obligations
low-B ratings in May 2002.  On Dec. 12, 2003, Standard & Poor's
Ratings Services put its BB- rating on the Credit Agreement dated
as of June 17, 2002 (as amended six times to date) under which a
five-lender consortium comprised of GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and a Lender, FLEET CAPITAL CORPORATION, PNC
BANK, NATIONAL ASSOCIATION, LASALLE BUSINESS CREDIT, LLC, and ORIX
FINANCIAL SERVICES, INC., provide the company with up to $150
million of financing on a revolving basis.

             About H&E Equipment Services L.L.C.

H&E Equipment Services L.L.C. is one of the largest integrated
equipment rental, service and sales companies in the United States
of America, with an integrated network of 39 facilities, all of
which have full service capabilities, and a workforce that
includes a highly-skilled group of service technicians and
separate and distinct rental and equipment sales forces.  In
addition to renting equipment, the Company also sells new and used
equipment and provides extensive parts and service support.  This
integrated model enables the Company to effectively manage key
aspects of its rental fleet through reduced equipment acquisition
costs, efficient maintenance and profitable disposition of rental
equipment.  The Company generates a significant portion of its
gross profit from parts sales and service revenues.


HIGGINSON OIL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Higginson Oil Company
        P.O. Box 67
        Mackey, Indiana 47654

Bankruptcy Case No.: 05-70572

Chapter 11 Petition Date: March 24, 2005

Court: Southern District of Indiana

Judge: Basil H. Lorch III

Debtor's Counsel: David R. Krebs, Esq.
                  Hostetler & Kowalik P.C.
                  101 W. Ohio St. 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 a list of its 20 Largest Unsecured
Creditors.

Higginson Oil Company filed an identical chapter 11 petition on
March 24, 2005, and the Clerk assigned Case No. 05-70569 to that
proceeding.  Judge Lorch entered an order on March 28, 2005,
granting the Debtor's motion to dismiss that proceeding because
the documents were electronically filed in error.


HILL HEALTH: Moody's Affirms B1 Rating on $3 Million Bond Issue
---------------------------------------------------------------
Moody's Investors Service has affirmed the Hill Health Center's B1
long-term rating.  The outlook for the rating is stable.
The rating applies to $3 million of outstanding Series 1992 bonds
issued through the City of New Haven.

Security: Gross revenues and negative mortgage lien

Debt Related Derivative Instruments: None

Credit strengths are:

   * Long history of providing primary care and other out-patient
     services as a community health center for low-income and
     disadvantaged individuals in New Haven, Connecticut, leading
     to consistent and modest annual growth in number of patients
     and encounters;

   * Very consistent operating performance (operating margin
     between -0.2% and 0.2% for each of the last five years),
     leading to adequate cash flow and debt service coverage;  and

   * Improved cash balances since the end of FY2004, with
     approximately $1.5 million in unrestricted cash as of
     February, 2005, stemming from resolution of payment delays
     from the State of Connecticut.

Credit challenges are:

   * Very thin liquidity with just 5 days cash at the end of
     FY2004 (20 days as of February, 2005), which leaves the
     Center vulnerable to unexpected payment delays and other
     interruptions to cash flow.  Due to a series of initial
     payment denials under a program with the State of
     Connecticut, Hill Health's cash balances fell considerably,
     requiring the Center to utilize a line of credit to sustain
     operations over the last two years.  However, these delays
     have been resolved and the line of credit has been fully
     repaid.  Management reports year-end cash balances should
     remain above $1 million compared to just $360,000 at the end
     of FY2004.  The Center also maintains a $1.4 million line of
     credit with a bank (no outstanding balances).

   * The Center is exploring options for refinancing its 1992
     bonds and adding additional debt in order to finance
     necessary capital investment in existing facilities.
     Additional capital plans are likely to raise debt levels,
     although the potential savings from refunding the 1992 bonds
     may reduce the impact of additional debt on operations.
     In addition, the Center hopes to secure state funds to fund
     an expansion providing up to 25% more clinical space.
     No definitive plans have been made for additional borrowing
     and we have not incorporated any additional debt into the
     rating affirmation.

Outlook

   * The Hill Health Center's stable rating outlook reflects our
     expectation for steady demand for its services leading to at
     least break-even operating results and maintenance of current
     liquidity levels.

Key Ratios And Data (based on audited Fiscal Year ending
June 30, 2004 results):

   * Total Revenue: $27.6 million

   * Days cash on hand: 5 days (20 days as of February, 2005)

   * Debt to Cash flow: 4.9 times

   * Total Debt Outstanding: $3.8 million

   * Operating Cash flow Margin: 3.9%

   * Maximum annual debt service coverage with actual investment
     income as reported: 1.32x

   * Maximum annual debt service coverage with investment income
     normalized at 6%: 1.34x


HILLTOP GOLF: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Hilltop Golf Center, L.L.C.
        6069 Blue Star Highway
        Saugatuck, Michigan 49453

Bankruptcy Case No.: 05-04231

Type of Business: The Debtor operates a golf course, indoor
                  practice facility, golf academy, and
                  conference and banquet facility.  See
                  http://www.hilltopcenter.com/

Chapter 11 Petition Date: March 29, 2005

Court: Western District of Michigan

Judge: James D. Gregg

Debtor's Counsel: Michael W. Donovan, Esq.
                  Varnum Riddering Schmidt & Howlett, LLP
                  PO Box 352
                  Grand Rapids, Michigan 49501
                  Tel: (616) 336-6000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


IFT CORP: Losses & Deficit Trigger Going Concern Doubt
------------------------------------------------------
IFT Corporation (Amex: IFT) reported operating results for the
fourth quarter ended December 31, 2004.

                      Operating Results

For the quarter ended December 31, 2004:

   -- IFT Corp's revenue was $994,785 as compared to revenue of
      $490,549 in the fourth quarter of 2003.

   -- IFT Corp's net loss was $(160,216) as compared to a net loss
      of $(3,746,162) in the fourth quarter of 2003.

   -- IFT Corp's net loss for continuing operations was $(437,094)
      as compared to a net loss for continuing operations of
      $(1,403,152) in the fourth quarter of 2003.

   -- IFT Corp's net income for discontinued operations was
      $276,878 as compared to a net loss for discontinued
      operations of $(2,343,010) in the fourth quarter of 2003.

   -- IFT Corp reported net loss per share - basic and diluted -
      of $(0.005) as compared to $(0.228) in the comparable period
      in 2003, of which:

      -- $(0.015) loss per share - basic and diluted - related to
         continuing operations as compared to $(0.085) loss per
         share in the comparable period in 2003; and

      -- $0.010 income per share - basic and diluted - related to
         discontinued operations as compared to $(0.143) loss per
         share in the comparable period of 2003.

"Although we had a one time charge of $3,122,765 related to the
discontinued operations of our RSM Technologies, Inc. subsidiary
for the 2004 year, we rebounded with outstanding revenue growth by
our Infiniti Products, Inc. subsidiary in the fourth quarter as
compared to the fourth quarter of 2003," stated Michael T. Adams,
CEO of IFT Corp.

Following the end of the fourth quarter of 2004:

   -- Cancellation of Indebtedness -- On January 4, 2005, the
      Company issued 18,181,818 shares of restricted common stock
      to Richard J. Kurtz, Chairman of the Board, in exchange for
      his cancellation of $6,000,000 of indebtedness advanced to
      the Company and its subsidiaries for working capital and
      other requirements in the past.

   -- Acquisition of LaPolla Industries, Inc. -- On February 11,
      2005, the Company closed the acquisition of LaPolla
      Industries, Inc. for $2 Million in cash and a nominal amount
      of restricted common stock.

      LaPolla is located in Tempe, Arizona.  LaPolla has 10
      employees.  The basic assets of LaPolla include
      manufacturing equipment, product formulations, raw material
      and finished goods inventory, long term employees, customers
      and vendors, office equipment, accounts receivable, and
      goodwill.  The Chairman of the Board and majority
      shareholder, Richard J. Kurtz, advanced $2 Million in cash
      to finance the acquisition.  The $2 Million advance was made
      in the form of a demand loan bearing interest at 9% per
      annum payable by the Company to Mr. Kurtz.  LaPolla's
      trailing twelve months revenue as of January 31, 2005 was
      approximately $8 Million.

   -- Long Term Employment Agreements

      -- On January 28, 2005, the Company hired Douglas J. Kramer
         as its new President and Chief Operating Officer pursuant
         to an Executive Employment Agreement.

      -- On February 1, 2005, the Company entered into a new
         Executive Employment Agreement with its CEO, Michael T.
         Adams.; and

      -- On February 25, 2005, the Company hired Charles R. Weeks
         as its new Chief Financial Officer and Corporate
         Treasurer pursuant to an Employment Agreement.

"We have engineered a new dynamic in our overall organization and
strong forward progress is taking place.  The Chairman of the
Board, Richard J. Kurtz, converted $6 Million of our indebtedness
to him into equity and we hired a new President and COO, Douglas
J. Kramer, who brought to us a proven sales and marketing team.
We also made our first new strategic growth plan acquisition for
$2 Million and we hired a new CFO, Charles R. Weeks, in the first
quarter of this year," continued Mr. Adams.  "With the integration
of Infiniti and LaPolla nearing completion, we feel confident that
our first quarter 2005 estimated revenues will exceed $2.3
Million," concluded Mr. Adams.

                   Going Concern Qualification

The report of the Company's independent registered public
accounting firm on the Company's consolidated financial statements
as of and for the year ended December 31, 2004, expressed
substantial doubt about the Company's ability to continue as a
going concern.  Factors contributing to this substantial doubt
include recurring losses from operations and net working capital
deficiencies.  The Company is dependent on the continued funding
currently being received from the Chairman of the Board for its
continued operations.  The discontinuance of such funding and the
unavailability of financing to replace such funding would more
likely than not cause the Company to cease operations.

                  About Infiniti Products, Inc.

Infiniti Products, Inc., markets, sells, manufactures and
distributes acrylic roof coatings, roof paints, sealers, and
roofing adhesives to the home improvement retail and
industrial/commercial construction industries.

                 About LaPolla Industries, Inc.

LaPolla Industries, Inc. markets, sells, manufactures and
distributes acrylic roof coatings, sealers, and polyurethane foam
systems to the industrial/commercial construction industries.

                      About IFT Corporation

IFT Corporation is a holding company focused on acquiring and
developing companies that operate in the coatings, paints, foams,
sealants, and adhesives markets.


IMAGIS TECHNOLOGIES: Incurs $5,457,937 Net Loss in 2004
-------------------------------------------------------
Imagis Technologies Inc. (TSX VENTURE:WSI)(OTCBB:IMTIF)(DE:IGYA)
Reported that its fiscal year revenues at December 31, 2004, were
$1,032,970, a decrease of 24 percent over the previous fiscal year
level of $1,355,742.  Software revenues decreased by 27% to
$639,805 for the year compared to the prior year level of
$877,438.  Support and services revenues for the year declined 18%
to $385,075 from the prior year level of $469,575.  As of March
15, 2005 Imagis has received orders totalling $2,100,000 that are
not recorded as at December 31, 2004.  Consequently, Imagis
expects that revenues will increase in the first two quarters of
2005 when compared to the first two quarters of 2004 and will
continue to increase as the company's new products and solutions
continue to gain increasing customer acceptance.

Operating expenses totalled $6,490,907 for 2004, which is 20
percent higher than the 2003 operating expenses of $5,414,599.
The 2004 expenses include stock-based compensation of $1,204,307
due to the restructuring of Imagis' employee stock option plan and
$1,524,525 in amortization, which includes $1,290,852 in
amortization costs of intellectual property.  Excluding these
non-cash charges the 2004 operating expenses total $3,762,075.
The 2003 expenses include one-time charges of $266,950 and
amortization of $359,241.  Excluding these items, the operating
expenses for 2003 were $4,788,408.  The difference of $1,026,333
between 2004 and 2003 represents a 21% reduction in operating
expenses over the prior year.  The current cash operating expense
level is approximately $4,300,000 per year as a result of
increased staffing levels required to meet increased demand for
Imagis' products and services.

Overall, the Company incurred a net loss for the year ended
December 31, 2004, of $5,457,937, which is 34 percent higher than
the net loss incurred during the year ended December 31, 2003, of
$4,058,857.  The loss per share figure for 2003 has been adjusted
to take into account the Company's share consolidation that
occurred in November of 2003.  Adjusting the loss to take into
account the non-cash and one-time expenses described, the losses
become $2,729,105 for 2004 and $3,432,666 for 2003, representing a
20% reduction.  The rate of loss at December 31, 2004, on an
EBITDA basis was $280,000 per month and management believes that
the Company will be able to achieve break even operations on an
EBITDA basis during the first six months of 2005.  The Company
received significant sales orders during the final quarter of 2004
and the first quarter of 2005; however, installation did not
commence until 2005 and the revenue will not be recognised until
then.  The timing of the revenue recognition will depend on the
schedule of completion of contracts.

The Company does not currently have sufficient cash flow from
operations to fund its operations.  The company has cash
sufficient to fund its operations through April 30, 2005.  The
Company has also received orders that if completed will generate
cash sufficient to fund its operations through September 30, 2005.
If no further sales are received the Company may need to raise
additional funds through private placements of its securities or
seek other forms of financing.  There can be no assurance that the
financing will be available to the Company on terms acceptable to
it, if at all.  If the Company's operations are substantially
curtailed, it may have difficulty fulfilling its current and
future contract obligations.

For the past few years, government legislation in the United
States and around the world has mandated two key improvements:
security and information sharing.  The Company has found that the
former cannot be effectively accomplished without the latter.
Nevertheless, there remain a large number of information silos
within and throughout government, law enforcement and security
agencies, as well as with information systems in the health care
and financial services sectors.

The merger with Briyante Software Corporation in November of 2003
brought a unique capability to Imagis and its customers.  The
Company can rapidly and cost-effectively deliver data integration
and unified query solutions-incorporating these core capabilities
with facial recognition and image matching when necessary-to
address legislated market needs and priorities.

"The extended nature of our sales cycles takes time to bear fruit,
but new business opportunities and closings clearly show our re-
vamped business model and focus on information sharing is
accelerating our turnaround," says Roy Trivett, President and CEO,
Imagis Technologies Inc.  "It is important to note that the
company's core technologies and solutions are still receiving
enthusiastic validation from customers and partners alike.  The
justice information sharing networks that utilized our products
over the past couple of years are now spreading into other
jurisdictions, and our partnerships in the United States and
United Kingdom have also been instrumental in developing new,
exciting opportunities.  We continue to work on extending our
industry-leading integration solutions into the financial
services, health care, public services, telecommunications and
other vertical market sectors."

Based in Vancouver, British Columbia, Imagis Technologies Inc.
specializes in developing and marketing software products that
enable integrated access to applications and databases.  The
company also develops solutions that automate law enforcement
procedures and evidence handling.  These solutions often
incorporate Imagis' proprietary facial recognition algorithms and
tools.  Using industry standard "Web Services", Imagis delivers a
secure and economical approach to true, real-time application
interoperability.  The corresponding product suite is referred to
as the Briyante Integration Environment -- BIE.

                         *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Imagis
Technologies' disclosed that:

"The Auditors' Report on the Company's Dec. 31, 2003 Financial
Statements includes additional comments by the auditor on Canada-
United States reporting differences that indicate the financial
statements are affected by conditions and events that cast
substantial doubt on the Company's ability to continue as a going
concern.

"At Sept. 30, 2004, the Company has a working capital deficiency
of $1,201,322. For the nine-month period ended Sept. 30, 2004,
the Company has incurred a loss from operations of $4,187,757 and
a deficiency in operating cash flow of $1,830,245. Also, the
Company has incurred significant operating losses and net
utilization of cash in operations in all prior periods.
Accordingly, the Company will require continued financial support
from its shareholders and creditors until it is able to generate
sufficient cash flow from operations on a sustained basis.
Failure to obtain ongoing support of its shareholders and
creditors may make the going concern basis of accounting
inappropriate, in which case the Company's assets and liabilities
would need to be recognized at their liquidation values."


INNOVATIVE COMM: Says CFC-RTFC's Default Announcement is False
--------------------------------------------------------------
Innovative Communication Corporation declared as false and
misleading a news release distributed on March 28 by the National
Rural Utilities Cooperative Finance Corporation -- CFC -- and
Rural Telephone Finance Cooperative -- RTFC -- of Herndon, Va.,
alleging that ICC defaulted on its loan obligations.

"We are not in default of these obligations," Jeffrey J. Prosser,
chairman, president and CEO of ICC, said.  "These claims are false
and misleading and are the newest links in the RTFC's chain of
predatory conduct for which we have sued the RTFC."

"It is our position that ICC remains current under its loan
agreements on all its loan obligations.  This appears to be yet
another effort by the CFC and RTFC to maliciously and publicly
malign our company, perhaps due to ICC's prior expression of
concerns that we believed RTFC profits were inappropriately being
transferred to CFC in order to conceal CFC operating losses," Mr.
Prosser said.

ICC believes that RTFC-CFC management has spearheaded an
aggressive litigation and public disinformation campaign against
ICC fueled by false information in response to ICC's recent
investigation into potentially improper accounting practices and
the potential concealment of tens of millions of dollars of
profits.

"How often does a bank and its lawyers publicly attack and malign
one of its largest borrowers -- a borrower that was current on all
its debt obligations," Mr. Prosser said.  "You have to ask
yourself why."

ICC says it's asked five questions about RTFC/ICC, including some
to RTFC's board chairman and CFC-co-chairman, John Hegmann, and
has yet to receive factual responses:

   1. Why does it appear that the RTFC may be violating the
      Internal Revenue Code by shifting revenue from the for-
      profit RTFC to the non-profit CFC while shifting expenses
      from CFC to RTFC?

   2. Why has RTFC changed auditors three times in the last four
      years?

   3. Why has CFC made two significant changes in accounting
      policy or practice in the last year, including an abrupt
      change in its segment reporting in the most recent 10-Q?

   4. Why does it appear that CFC has violated Sarbanes-Oxley by
      not appointing a financial expert and failing to explain why
      it has not done so?

   5. Why is the CFC, as a purported tax-exempt organization,
      engaging in a substantial volume of apparently high-risk
      derivatives and foreign currency transactions, which it
      admits are 'volatile'?

ICC says that RTFC improperly seized $61 million of ICC's assets
in January 2005 and holds in excess of $3.5 million of Vitelco's
assets that should have been applied against any short-term loans
that ICC had.  Instead of applying these funds against short-term,
higher interest rate debt, RTFC -- in an act that ICC's attorneys
believe is an additional element of bad faith -- applied it
against lower-interest rate, long-term debt.

As reported in the Troubled Company Reporter yesterday, 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.

RTFC said that 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.

                             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 ICC

Innovative Communication Corporation is a privately held,
diversified telecommunications and media company with management
offices in West Palm Beach, Florida, headquarters in St. Croix,
U.S. Virgin Islands, and with operations in the British and U.S.
Virgin Islands, Saint Maarten, Saint-Martin, Guadeloupe,
Martinique, Belize and France.


INTEGRATED ALARM: Moody's Reviews Low Debt Ratings & May Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the credit ratings of Integrated
Alarm Services Group, Inc. on review for possible downgrade.
This rating action follows IASG's recent announcement that it is
unable to close its books, prepare its financial statements and
file its annual report on Form 10-K for the year ended
December 31, 2004 on a timely basis due to the company's delay in
completing its evaluation of internal control over financial
reporting, significant growth through acquisitions and major
system changes.

IASG also announced that it expects to report material weaknesses
in its internal control over financial reporting.  The review for
possible downgrade reflects Moody's concern about the possible
acceleration of the maturity of the company's $125 million senior
secured second lien notes, management's inability to file its
annual report on Form 10-K and complete its evaluation of internal
controls over financial reporting, and the potential scope of
material weaknesses in internal controls at the company.

The failure to file its annual report on Form 10-K on a timely
basis constitutes a default under the indenture governing IASG's
$125 million aggregate principal amount of 12% senior secured
notes.  Absent a waiver of default, the trustee under the
indenture or the holders of 25% of the notes have the right to
accelerate the maturity of the notes if the company fails to file
its annual report on Form 10-K within 30 days of the date it
receives a notice of default by the trustee or such holders.
An acceleration of the maturity of the notes will also result in
an event of default under the company's $30 million revolving
credit facility.

Moody's review will focus on IASG's ability to file its annual
report on Form 10-K, complete its required evaluation of the
effectiveness of internal controls over financial reporting and
eliminate the associated near term default risks related to the
senior secured notes and revolver.  Moody's will evaluate the
material weaknesses identified in accordance with the framework
outlined in Moody's October 2004 Special Comment "Section 404
Reports on Internal Control: Impact on Ratings Will Depend on
Nature of Material Weaknesses Reported".  Material weaknesses that
relate to company-level controls such as the control environment
or the financial reporting process are of most concern to Moody's
because they call into question not only management's ability to
prepare accurate financial reports but also its ability to control
the business.

In determining whether a downgrade in the outlook or rating is
warranted, Moody's will evaluate the extent to which the company's
ratings already reflect weak accounting controls and management's
plan to remediate identified weaknesses.

Moody's has placed these ratings on review for possible downgrade:

   * $125 million 12% senior secured second lien notes due 2011,
     rated B3;

   * Senior Implied, rated B3;  and

   * Senior Unsecured Issuer, rated Caa1.

The company's speculative grade liquidity rating is affirmed at
SGL-4, the lowest rating and reflective of weak liquidity.
The affirmation of the SGL-4 rating reflects the potential
acceleration of the maturity of the senior secured notes and the
potential lack of access to the company's $30 million revolving
credit facility.

Headquartered in Albany, New York, IASG is a provider of alarm
monitoring services.  Revenue for the LTM period ended September
30, 2004 was approximately $72 million.


KERR GROUP: Possible Sale Spurs S&P to Put Rating on Creditwatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on Kerr Group Inc. on
CreditWatch with developing implications.

Lancaster, Pa.-based Kerr has about $186 million of total debt
outstanding.  The 'BB-' senior secured bank loan rating was also
placed on CreditWatch developing.

"The CreditWatch placement followed senior management's public
confirmation of trade press reports that majority owner, Fremont
Capital Partners, is exploring a sale of Kerr Group," said
Standard & Poor's credit analyst Franco DiMartino.

While the identity of a potential buyer was not revealed,
management indicated that Kerr could be sold within the next three
to six months.  Accordingly, the ratings on Kerr could be lowered,
affirmed, or raised depending on the financial structure of the
proposed transaction.  An acquisition of Kerr by a company with a
stronger credit profile could result in an upgrade.  Conversely,
an acquisition of Kerr by a company with a weaker credit profile,
or by a financial buyer using an aggressive debt structure, could
result in a downgrade.  Standard & Poor's would expect that Kerr's
existing debt would be refinanced if a material change of control
took place.

Kerr, with about $375 million in annual sales, is a domestic
producer of closures for the health care and food and beverage
segments, pharmaceutical bottles, and prescription vials.
Standard & Poor's will continue to monitor developments and will
resolve the CreditWatch listing as more information is made
available.


KEY ENERGY: Bank Lenders Agree to Waive Reporting Default
---------------------------------------------------------
Key Energy Services, Inc. (NYSE: KEG) said the lenders under its
revolving credit facility have amended the terms of the facility
to extend to April 30, 2005, the date by which the Company must
deliver audited financial statements for 2003.  The lenders also
agreed to extend until June 30, 2005, the date by which the
Company must deliver quarterly financial statements and audited
financial statements for 2004 and extend until August 31, 2005,
the date by which the Company must deliver quarterly financial
statements for the quarters ended March 31, 2005, and June 30,
2005.  Accordingly, the Company continues to be able to borrow
under the revolving credit facility and to obtain letters of
credit.

Under the terms of the latest amendment, the Company has
permanently reduced the size of its revolving credit facility to
$150 million from $175 million.  The Company currently has
outstanding borrowings of $48 million and outstanding letters of
credit of $82.1 million.  In addition, as of March 29, 2005, the
Company has cash balances of approximately $103 million.  The
Company believes that it has adequate cash flow and liquidity to
fund its current activities.  The terms of the amendment are
otherwise similar to those set forth in the prior amendments
announced on April 7, 2004, September 2, 2004 and December 20,
2004.  The Company will pay waiver fees of approximately $375,000
to the lenders and an administrative fee to the administrative
agent in consideration of the amendment.

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.

As previously reported, Key Energy said it doesn't expect to file
its Annual Report on Form 10-K for the year ended December 31,
2003, by yesterday's March 31, 2005, deadline.

The company said last week that it was talking to a representative
of the bondholders for a waiver of the financial reporting delay.
The Company has not said whether it obtained a waiver from that
representative. 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.

The Company said it received waivers from three of its primary
equipment lessors.

                      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.

                 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 the Company

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.


KISTLER AEROSPACE: Judge Steiner Confirms Chapter 11 Plan
---------------------------------------------------------
The Honorable Samuel J. Steiner of the U.S. Bankruptcy Court for
the Western District of Washington confirmed Kistler Aerospace
Corporation's First Amended Plan of Reorganization this week.
Each impaired creditor class voted to accept the company's
restructuring proposal.

The Plan preserves Kistler's businesses, restructures $600 million
of pre-petition debt by converting it to equity, and puts a new
capital structure in place that permits the Reorganized Company to
pursue the completion of its K-1 Program.  The Debtor's projected
market value after the restructuring is between $112 million and
$175 million.

The Plan provides, among other things, that:

    * DIP Facility claim holders, led by Bay Harbour
      Management L.C., will receive $1 in Series A Convertible
      Secured Notes on the Effective Date;

    * senior secured claims will receive one share of Series A
      Preferred Stock for each dollar owed -- projected to
      return 36.2% to 62.1% of what's owed;

    * contractor claims will get 0.2742 shares of Series A
      Preferred Stock for each dollar owed -- projected to
      deliver an 11.9% to 20.4% recovery;

    * general unsecured creditors will receive their pro rata
      share of the New Common Stock; and

    * equity interests will be extinguished and cancelled on
      the Effective Date.

The Series A Preferred Stock shares given to senior secured
creditors and to the Contractors will put them in the best
position to control the outcome of actions regarding shareholder
approval, including the election of directors.

                         Kistler's Future

Kistler president Wil Trafton tells Jeff Foust, writing for The
Space Review, that the Company is planning the first flight of its
K-1 two-stage reusable vehicle in early 2007, although Mr. Trafton
did not say if the company had lined up all of the investment
required to complete the development and testing of the K-1.

Mr. Foust relates that Kistler is focusing primarily on government
business with the K-1, most notably commercial resupply of the
International Space Station. Mr. Trafton said that Kistler is
"very actively pursuing" the market for launching small
satellites. "We're looking at dedicating our first two launches to
precisely that marketplace," he said, adding those launches would
be at "severely discounted" prices. "If you're affordable the
market will always be there for smallsats."

Headquartered in Kirkland, Washington, Kistler Aerospace
Corporation, develops a fleet of fully reusable launch vehicles to
provide lower cost access to space for Earth orbiting satellites.
The Company filed for chapter 11 protection on July 15, 2003
(Bankr. W.D. Wash. Case No. 03-19155).  Ragan L. Powers, Esq.,
Jennifer L. Dumas, Esq., and Youssef Sneifer, Esq., at Davis
Wright Tremaine LLP represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $6,256,344 in total assets and $587,929,132 in total
debts.


MATRIX SERVICE: Lenders Agree to Waive Defaults through Apr. 11
---------------------------------------------------------------
Matrix Service Co. (Nasdaq: MTRX) received a temporary waiver from
its senior lenders last week of their rights and remedies arising
from any unmatured defaults under its Credit Agreement dated as of
March 7, 2003.  The lenders agree, through April 11, 2005, to
waive any default that may result from a shortfall in preliminary
February 28, 2005, quarter-end financial results.  In connection
with the waiver the Credit Agreement was amended to, among other
things:

    * reduce funds available under the revolving line of credit to
      the lesser of $29,000,000 or 70% of the borrowing base,

    * eliminate a provision in the credit agreement that provided
      for the partial restoration of the revolver availability
      upon the repayment of Term Note B.

Matrix paid the Lenders a $35,000 fee for this concession.
Additionally, Matrix agreed to immediately pay all amounts billed
by Capstone Corporate Recovery, LLC.  Matrix has retained a
financial consultant and an investment-banking firm to assist the
Company and its Board in evaluating all financial and strategic
options.

The five-lender consortum behind the Credit Agreement is comprised
of:

    * J. P. MORGAN CHASE BANK, N.A., as Agent
    * WACHOVIA BANK, NATIONAL ASSOCIATION
    * UMB BANK, N.A.
    * WELLS FARGO BANK, NA, and
    * INTERNATIONAL BANK OF COMMERCE

Absent the waiver from the Lenders, the Credit Agreement required
Matrix to comply with four key financial covenants:

    * a fixed charge coverage ratio of not less than 1.15 to 1.0
      through February 28, 2005; 1.0 to 1.0 from March 1, 2005
      through May 31, 2005; and 1.25 to 1.0 thereafter. The fixed
      charge coverage ratio is calculated as (i) consolidated
      EBITDA for the then most recently ended fiscal four quarters
      less dividends paid in cash, taxes paid in cash and capital
      expenditures for the same period to (ii) scheduled current
      maturities of long-term debt for the following four fiscal
      quarters plus consolidated interest expense for the then
      most recently ended fiscal four quarters. Consolidated
      EBITDA is defined in the credit agreement as consolidated
      net income plus, to the extent included in determining
      consolidated net income, consolidated (i) interest expense,
      (ii) tax expense, (iii) depreciation, amortization and
      other non-cash charges, (iv) losses on the sale of fixed
      assets and (v) extraordinary losses realized other than in
      the ordinary course of business minus (i) gains on sales of
      fixed assets and (ii) extraordinary gains realized other
      than in the ordinary course of business.

    * a total debt leverage ratio not to exceed 4.5 to 1.0 through
      February 28, 2005 and 3.50 to 1.0 thereafter. The total debt
      leverage ratio is calculated as (i) consolidated debt plus
      the face value of the acquisition payable to the former
      shareholders of Hake, to (ii) consolidated EBITDA for the
      then most recently ended four fiscal quarters.

    * a senior debt leverage ratio not to exceed 3.0 to 1.0
      through February 28, 2005 and 2.25 to 1.0 thereafter. The
      senior debt leverage ratio is calculated as (i) total debt
      outstanding under the credit facility excluding Term Loan B
      plus the face value of the acquisition payable to the former
      shareholders of Hake, to (ii) consolidated EBITDA for the
      then most recently ended four fiscal quarters.

    * a minimum net worth of at least $75 million plus 100% of
      quarterly positive net income less dividends paid and
      treasury stock purchased commencing with the fiscal quarter
      ended August 31, 2004.

Matrix says the temporary nature of the waiver is intended to
permit the company and the senior lenders to draft a more
permanent waiver once final third quarter and nine-month year-to-
date results for the period ending February 28, 2005 are
available, which is expected some time prior to April 11, 2005.
Items still in the preliminary stages of analysis include
impairment assessments of certain Company assets. Matrix intends
to release its third quarter and nine-month year-to-date results
for the periods ended February 28, 2005, on Monday, April 11,
2005, prior to the open of the market.

Given these developments, Matrix says, it is unlikely that any of
the senior debt will be refinanced prior to April 1, 2005, at
which time the interest rate on the $20,000,000 Term Note B is
scheduled to increase from 12.5% to 18%.

Matrix Service Company provides general industrial construction
and repair and maintenance services principally to the petroleum,
petrochemical, power, bulk storage terminal, pipeline and
industrial gas industries. The Company is headquartered in Tulsa,
Oklahoma, with regional operating facilities located in Oklahoma,
Texas, California, Michigan, Pennsylvania, Illinois, Washington
and Delaware in the U.S. and Canada.

At Nov. 30, 2004, Matrix's balance sheet shows $217 million in
assets and $92 million in liabilities.  The company reported
profits in 2003 and 2004, and liquidity appeared adequate at
Nov. 30 to pay debts coming due this year.

Matrix also disclosed this week that Brad Vetal has resigned as
Matrix Service Company's chief executive officer and chairman of
the Board of Directors.  Michael Hall, Matrix's former chief
financial officer and a current director on the Board, has been
appointed interim chief executive officer of Matrix Service
Company. Mr. Ed Hendrix, currently an independent director on
Matrix's Board was elected chairman of the Board of Directors.


MILLER EXCAVATING: List of 14 Largest Unsecured Creditors
---------------------------------------------------------
Miller Excavating Service, Inc. released a list of its 20 Largest
Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Jessie and Irene Thompson     Loan                       $87,000
3440 Roosevelt Blvd.
Kenner, LA 70065

Dianne Williams               Loan                       $80,000
9025 Ford Dr.
Kenner, LA 70068

Internal Revenue Service      Taxes                      $68,000
600 S. Maestri Pl
Stop 59
New Orleans, LA 70130

Louisiana Machinery                                      $58,177

La. Dept. of Revenue          Taxes                      $41,971

Sheriff Greg Champagne        Taxes: Sales &             $15,272
                              Prop.

GE Corp Visa                  Trade Expenses             $11,287

MBNA America                  Trade Expenses              $9,537

GB Collections                Trade Expenses              $7,000

Sheriff Greg Champagne        Taxes                       $4,909

Wegman Dazet                  Accounting                  $3,750
                              services

Sheriff Harry Lee             Property taxes              $3,674

Doug Salzer, Esq.             Attorney fees               $1,440

River Parish Oil Co.          Trade Expenses                 $34

Located in St. Rose, Louisiana, Miller Excavating Service, Inc.,
filed for chapter 11 protection (Bankr. E.D. La. Case No.
05-11993) on March 18, 2005.  Marion D. Floyd, Esq., in Kenner,
Louisiana, represents the Debtor.  The company estimated assets
and liabilities of $1 million to $10 million in its chapter 11
petition.


MIRAVANT MEDICAL: Equity Deficit Nears $2 Million at Dec. 31
------------------------------------------------------------
Miravant Medical Technologies (OTCBB:MRVT), a pharmaceutical
development Company specializing in PhotoPoint(TM) photodynamic
therapy, reported consolidated financial results for the fourth
quarter and the year ended December 31, 2004.  The net loss for
the quarter was $3.3 million, compared to a net loss of
$1.6 million for the same period in 2003.

The Company reported a net loss for the year ended December 31,
2004 of $15.9 million, compared to a net loss of $7.5 million for
the year ended 2003.  The comparative differences were largely the
result of a gain on the retirement of Company debt and the selling
of certain investment assets in 2003.  The Company had cash and
marketable securities of $6.1 million at December 31, 2004; and
subsequently, in March 2005, entered into a $15.0 million line-of-
credit agreement available through June 2006, subject to
satisfaction of certain conditions and requirements.

"Our primary areas of focus in 2004 were our development programs
in ophthalmology and cardiovascular disease," stated Gary S.
Kledzik, chairman and chief executive officer.  "In ophthalmology,
we were extremely pleased to receive an FDA Approvable Letter for
PHOTREX(TM), a treatment for patients with wet age-related macular
degeneration (AMD).  The conditional FDA approvable status
represents a major accomplishment in the development process,
reflecting positively on the clinical results achieved to date
with this promising new drug."

Dr. Kledzik added, "In our cardiovascular program, we forged a
collaborative relationship with Guidant Corporation to develop
regional treatments for vulnerable plaque, inflammatory plaque in
arteries estimated to cause 85% of all heart attacks.  We are
gratified to have the benefit of Guidant's experience and
consultation as we prepare for human cardiovascular clinical
trials."

              FDA Approvable Letter for PHOTREX(TM)

   -- In March 2004, Miravant submitted its first New Drug
      Application (NDA) to the U.S. Food and Drug Administration
      (FDA), seeking approval of PHOTREX as a treatment for wet
      AMD, which was granted a priority review designation.

   -- As a part of the review process, the FDA inspected
      Miravant's manufacturing facilities for the PHOTREX active
      pharmaceutical ingredient. The FDA noted no deficiencies
      after the inspection for compliance with Pharmaceutical Good
      Manufacturing Practices.

   -- In September 2004, the FDA issued an Approvable Letter for
      PHOTREX, a major achievement for the Company, which included
      a request for an additional confirmatory clinical trial,
      among other requirements.

   -- Based on the knowledge and experience gained during prior
      clinical studies, Miravant prepared the confirmatory Phase
      III clinical protocol, for which the FDA granted a Special
      Protocol Assessment. The randomized, placebo-controlled
      study is designed to enroll wet AMD patients with both
      classic and occult lesions. The Company expects to conduct a
      primary efficacy endpoint analysis of approximately 600
      patients at one-year follow-up and, contingent on the
      clinical results, expects to amend the NDA to potentially
      gain regulatory approval of PHOTREX as a treatment to
      stabilize vision in a broad range of wet AMD patients.

   -- Miravant plans to initiate this confirmatory Phase III
      clinical trial in mid-2005 at investigational sites in
      Central and Eastern Europe and the United Kingdom. The
      Company selected Kendle (Nasdaq:KNDL), a leading
      international contract research organization with locations
      worldwide, to provide clinical development and trial
      management services for the study.

   -- Also during 2004, PHOTREX clinical investigators presented
      Phase III results at major ophthalmology conferences,
      including the Association for Research in Vision and
      Ophthalmology, the American Society of Retina Specialists,
      and the American Academy of Ophthalmology.

   -- In 2005, Miravant also expects to initiate a PHOTREX
      clinical study to investigate its use in combination with
      anti-angiogenic agent(s) to treat wet AMD patients.

         Guidant Collaboration for PhotoPoint(R) PDT

   -- In March 2004, results of extensive preclinical studies were
      presented at the American College of Cardiology, New
      Orleans, suggesting that PhotoPoint PDT can induce
      stabilization and regression of atherosclerotic plaque.

   -- In July 2004, Miravant announced Collaboration and
      Securities Purchase Agreements with Guidant Corporation
      (NYSE:GDT), a world leader in the treatment of cardiac and
      vascular disease. Guidant agreed to invest up to $7.0
      million, which includes an upfront payment of $3.0 million
      and additional staged investments based on the achievement
      of certain milestones, in support of PhotoPoint
      cardiovascular programs through Phase I clinical trials,
      focusing on regional treatments for vulnerable plaque.

   -- During 2005, Miravant expects to submit its Investigational
      New Drug (IND) application to begin clinical testing next
      year of PhotoPoint drug MV0633. The drug and light procedure
      will use Miravant's proprietary endovascular light delivery
      catheter to treat cardiovascular disease.

                        About the Company

Miravant Medical Technologies specializes in pharmaceuticals and
devices for photoselective medicine, developing its proprietary
PhotoPoint photodynamic therapy (PDT) for large potential markets
in ophthalmology, dermatology, cardiovascular disease and
oncology.  PhotoPoint PDT uses photoreactive (light-activated)
drugs to selectively target diseased cells and blood vessels. The
Company's lead drug, PHOTREX(TM) (rostaporfin, formerly known as
SnET2) is a proposed treatment for wet age-related macular
degeneration that has received an FDA Approvable Letter and a
Special Protocol Assessment for a Phase III confirmatory trial.
Miravant's cardiovascular program focuses on life-threatening
coronary artery diseases, with PhotoPoint MV0633 in advanced
preclinical testing for atherosclerosis, atherosclerotic
vulnerable plaque and restenosis.

At Dec. 31, 2004, Miravant's balance sheet showed a $1,982,000
stockholders' deficit, compared to a $7,027,000 deficit at
Dec. 31, 2003.


MIRANT CORP: Court Denies Efforts to Suppress Expert Testimony
--------------------------------------------------------------
The Honorable Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas denied a motion by Mirant Corporation
that sought to suppress expert testimony on the company's
valuation.  Benjamin Schlesinger and Associates and Kenneth
Slater, whose analyses prove that Mirant is attempting to hide
millions of dollars in company value, will be heard during the
bankruptcy valuation hearing, scheduled to begin on April 12,
2005.

A fair assessment of the value of Mirant's assets is in the best
interest of the company and all of its stakeholders.  The Equity
Holders believe that the company and several of its large
creditors are conspiring to intentionally undervalue the Company
in order to hide value from shareholders and abuse the bankruptcy
process for personal gain.

Mirant's business plan uses energy prices that are more than a
year old.  Since that time, energy prices have increased,
significantly adding to the value of the company.  "The company's
attempt to use outdated and under-priced fuel oil and gas prices
is clear and convincing evidence of the corporate larceny Mirant
is attempting to commit," said Paul Syiek, a Mirant shareholder.
"This represents just one example of the multiple hide and seek
valuation games that Mirant is playing and we hope that Judge
Lynn's decision to allow our expert testimony is a sign that he's
not going to let Mirant get away with theft."

Mirant's current plan of reorganization calls for all creditors,
with the exception of equity holders, to receive 100 percent
recovery (90 percent in cash, 10 percent in stock), while
shareholders receive nothing.  The Equity Committee has agreed
that the plan represents a calculated abuse of the bankruptcy
process that would have the net effect of improperly wiping out
billions of dollars in shareholder value, while large creditors
such as Citicorp eventually receive more than 100 percent
recovery.

"Mirant was once again attempting to avoid the fact that their
experts relied on outdated material despite having access to
publicly available current information.  The company's attempted
suppression of these documents was properly thwarted by the court.
These reports are instrumental to determining an accurate and fair
value for the company and we are pleased that these reports will
be considered for this purpose," said Ed Weisfelner, lead attorney
for Mirant's equity committee.

Mirant Corporation's valuation hearing is scheduled to begin
April 12, 2005 in Fort Worth, Texas.

                     About the Equity Committee

The Equity Committee appointed in Mirant Corporation and its
debtor-affiliates' chapter 11 proceeding, was formed in September
2003 to represent shareholder interests in Mirant Corporation's
Chapter 11 proceedings.  The U.S. Trustee overseeing Mirant's
Chapter 11 case appointed the Official Committee of Equity
Security Holders.  This committee includes five members and is
represented by Brown Rudnick Berlack Israels LLP.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.


MIRANT CORPORATION: Review of Amended Plan of Reorganization
------------------------------------------------------------
Mirant Corporation and its debtor-affiliates delivered their
First Amended Joint Plan of Reorganization and First Amended
Disclosure Statement explaining that Plan to the U.S. Bankruptcy
Court for the Northern District of Texas on March 25, 2005.

Mirant says that its plan as originally filed on January 19,
2005, was the product of extensive, but incomplete, negotiations
with the Corp Committee, the MAGI Committee.  Although not
supported by either committee, Mirant believes that Plan
reflected the basic construct around which the parties had
negotiated to that point and otherwise represented, in the
Debtors' view, a reasonable and appropriate compromise that
permitted the value of the Debtors' business to be maximized and
provided a fair allocation between the Debtors' estates.

Negotiations regarding the terms under which the Debtors would
emerge from chapter 11 protection continued since January.
Mirant believes that the Amended Plan reflects the current status
of discussions with various parties, and reflects an agreement in
principal with the Corp Committee.  Given the current state of
negotiations, Mirant believes there is a reasonable prospect of
obtaining the support of the MAGI Committee before the Disclosure
Statement begins.

Mirant makes it clear that the Amended Plan does not reflect
material input from the Official Committee of Equity Security
Holders because there isn't sufficient value to flow to that
constituency.  The Equity Committee continues to argue that
holders of Equity Interests in Mirant are entitled to a recovery
because the enterprise value of the Debtors' business exceeds the
amount necessary to provide a full recovery to creditors.  The
Debtors say they're ready to proceed with the hearing on April
11, 2005, at which time they'll ask the Court to determine
enterprise value.

If creditors accept and the Court confirms the Amended Plan:

   * The Debtors' business will continue to be operated in
     substantially its current form, subject to:

     (1) certain internal structural changes that the Debtors
         believe will improve operational efficiency, facilitate
         and optimize the ability to meet financing requirements
         and accommodate the enterprise's debt structure as
         contemplated at emergence; and

     (2) potentially organizing the new parent entity for the
         Debtors' ongoing business operations in the jurisdiction
         outside the United States;

   * The estates of Mirant Corp., Mirant Americas Energy
     Marketing, LP, Mirant Americas, Inc., and the other debtor-
     subsidiaries -- excluding Mirant Americas Generation, LLC,
     and its debtor-subsidiaries -- will be substantially
     consolidated for purposes of determining treatment of and
     making distributions in respect of claims against and equity
     interests in Consolidated Mirant Debtors;

   * MAG's estates will be substantially consolidated for
     purposes of determining treatment of and making
     distributions in respect of Claims against and Equity
     Interests in Consolidated MAG;

   * The holders of unsecured claims against Consolidated Mirant
     Debtors will receive a pro rata share of 100% of the shares
     of New Mirant common stock, except for:

     (1) certain shares to be issued to the holders of certain
         MAG Claims; and

     (2) the shares reserved for issuance pursuant to the New
         Mirant Employee Stock Programs, which will provide for
         an eligible pool of awards to be granted to New Mirant's
         eligible employees and directors in the form of stock
         options;

   * The unsecured claims against Consolidated MAG will be paid
     in full through:

     (1) the issuance to general unsecured creditors and holders
         of MAG's revolving credit facility and MAG's senior
         notes maturing in 2006 and 2008 of:

          (i) new debt securities of a newly formed intermediate
              holding company under MAG -- "New MAG Holdco" --
              or, at the option of the Debtors, cash proceeds
              from third-party financing transactions, equal to
              90% of the full amount owed to those creditors; and

         (ii) common stock in the Debtors' new corporate parent
              that is equal to 10% of the amount owed; and

     (2) the reinstatement of MAG's senior notes maturing in
         2011, 2021 and 2031;

   * The intercompany claims between and among Consolidated
     Debtors and Consolidated MAG will be resolved as part of a
     global settlement under the Amended Plan whereby
     Intercompany Claims will not receive a distribution under
     the Plan;

   * The consolidated business will have approximately $4.33
     billion of debt -- as compared to approximately $8.63
     billion of debt at the commencement of the Debtors' Chapter
     11 cases -- comprised of:

    (1) $1.14 billion of debt obligations associated with non-
        debtor international subsidiaries of Mirant;

    (2) $169 million of miscellaneous domestic indebtedness
        including, in particular, the $109 million of the certain
        "West Georgia Plan Secured Notes", issued by West Georgia
        Generating Company, LLC;

    (3) $1.7 billion of reinstated debt at MAG; and

    (4) $1.32 billion of new debt issued by New MAG Holdco in
        partial satisfaction of certain existing MAG debt, which
        amount does not include the obligations under numerous
        agreements between Mirant Mid-Atlantic, LLC and various
        special purpose entities -- "Owner Lessors" -- which
        relate to two power stations, the Morgantown Station and
        the Dickerson Station;

   * To help ensure the feasibility of the Amended Plan with
     respect to Consolidated MAG, Mirant Corp. will contribute
     value to MAG, including the trading and marketing business
     -- subject to an obligation to return a portion of the
     imbedded cash collateral in the trading and marketing
     business to Mirant; provided that, under certain
     circumstances, the Debtors may elect to satisfy this
     obligation by transferring $250 million to Mirant Americas
     from New MAG Holdco -- the Mirant Peaker, Mirant Potomac and
     Zeeland generating facilities and commitments to make
     prospective capital contributions of $150 million for
     refinancing and, under certain circumstances, up to $265
     million for sulfur dioxide capital expenditures;

   * MAG's prospective working capital requirements will be met
     with the proceeds of a new senior secured credit facility of
     $750 million;

   * Substantially all of the Debtors' contingent liabilities
     associated with the California energy crisis and certain
     related matters will be resolved pursuant to a global
     settlement in accordance with the Amended Plan;

   * The disputes regarding the Debtors' ad valorem real property
     taxes for the Bowline and Lovett facilities will be settled
     and resolved on terms that permit the feasible operation of
     these assets, or the Debtors that own the assets will remain
     in Chapter 11 until those matters are resolved by settlement
     or through litigation;

   * Substantially all of Mirant Corp.'s assets will be
     transferred to New Mirant, which will serve as the corporate
     parent of the Debtors' business enterprise on and after the
     Plan effective date and which will have no successor
     liability for any unassumed obligations of Mirant Corp.;
     similarly, the trading and marketing business of the
     "Trading Debtors" will be transferred to Mirant Energy
     Trading LLC, which shall have no successor liability for any
     unassumed obligations of the Trading Debtors;

   * The outstanding Mirant common stock will be cancelled and
     the holders thereof will receive any surplus value after
     creditors are paid in full, plus the right to receive a pro
     rata share of warrants issued by New Mirant if they vote to
     accept the Plan.

                      Reorganization Value

The Blackstone Group, L.P., the Debtors' financial advisor,
estimates the enterprise value for Mirant Corp. at the Plan
effective Date to be between $7.0 and $8.3 billion, with $7.6
billion used as the midpoint estimate.  The estimated enterprise
value for MAG at the Effective Date is between $3.1 and $3.7
billion, with $3.4 billion used as the midpoint estimate.

Blackstone utilized two methodologies to derive the
reorganization values of Mirant Corp., MAG, and New MAG HoldCo
based on the Debtors' financial projections:

   (1) a comparison of the Valued Entities and their projected
       performance to publicly traded comparable companies --
       commonly called a Comparable Company Analysis; and

   (2) a calculation of the present value of the free cash flows
       under the Projections, including an assumption for a
       terminal value -- commonly called a Discounted Cash Flow
       or DCF Analysis.

The Comparable Company Analysis involves identifying a group of
publicly traded companies whose businesses are comparable to
those of the Debtors, and then calculating ratios of various
financial results to the public market values of these companies.
The ranges of ratios derived are then applied to the Valued
Entities' financial results to derive a range of implied values.
The discounted cash flow approach involves deriving the unlevered
free cash flows that the Valued Entities would generate assuming
the Projections were realized.  The cash flows and an estimated
value of the Valued Entities at the end of the projected period
are discounted to the present at the Debtor's estimated post-
restructuring weighted average cost of capital to determine the
enterprise values of the Valued Entities.  Blackstone used a
range of discount rates from 11% to 13%.

Blackstone assigned weightings of 50% to the Comparable Company
Analysis and 50% to the DCF Analysis for MAG and the Caribbean.

For other domestic assets and the Philippines, Blackstone
assigned weightings of 40% to the Comparable Company Analysis and
60% to the DCF Analysis.

                          Equity Value

After estimating the enterprise values of the Valued Entities,
Blackstone estimated the equity value of the entities by making
several adjustments to reorganization value:

   (1) Deducting the long-term indebtedness at the Effective
       Date;

   (2) Adding the estimated value of the Net Operating Losses;

   (3) Adding unrestricted excess cash balances; and

   (4) Adding or transfer other asset value that is not reflected
       in the Projections.

After the Adjustments, the estimated total equity value of Mirant
Corp. is estimated between $3.5 and $4.7 billion, with $4.1
billion used as an estimate of the total equity value at the
Effective Date.  The estimated total equity value of MAG is
between $307 million and $935 million, with $591 million used as
an estimate of the total equity value at the Effective Date.  The
estimated total equity value of New MAG Holdco is between
$1.9 billion and $2.5 billion, with $2.2 billion used as an
estimate of the total equity value at the Effective Date.

In preparing its analyses, Blackstone:

   * reviewed historical operating and financial results of the
     Debtors;

   * reviewed certain financial projections prepared by the
     Debtors for the operations of the Valued Entities;

   * discussed current operations and prospects of the
     operating businesses with the Debtors;

   * reviewed the Debtors' assumptions underlying those
     projections;

   * considered the market values of publicly traded companies
     that Blackstone and the Debtors believe are in businesses
     reasonably comparable to the operating businesses of the
     Valued Entities; and

   * made other examinations and performed other analyses as
     necessary and appropriate for the purposes of the
     valuations.

The Debtors' financial projections through 2011 are annexed to
their First Amended Disclosure Statement as Exhibit D.

                    Estimated Allowed Claims

The Debtors made significant changes to the estimated allowed
claim amounts.  Placed side-by-side for comparison, the Estimated
Allowed Claims under the Amended Plan and under the "original
plan" are:

A. Unclassified Claims

Claim Classes                    Amended Plan     Original Plan
-------------                    ------------     -------------
Administrative Claims           $64.1 million      Undetermined

Priority Tax Claims             $12.7 million     $55.6 million


B. Classified Claims and Interests of Consolidated Mirant Debtors

Claim Classes                    Amended Plan     Original Plan
-------------                    ------------     -------------
  1 Priority Claims                        $0      Undetermined

  2 Secured Claims               $154 million    $143.8 million

  3 California Party         $283-320 million    $283.2 million
    Secured Claims

  4 Unsecured Claims             $6.4 billion      $6.7 billion
                               Allowed Claims
                            plus $530 million
                                 Postpetition
                             Accrued Interest

  5 Convenience Claims           $3.7 million     $19.9 million

  6 Equity Interests                      N/A      Undetermined

C. Classified Claims and Interests of Consolidated MAG

Claim Classes                    Amended Plan     Original Plan
-------------                    ------------     -------------
  1 Priority Claims                        $0      Undetermined

  2 Secured Claims              $42.4 million     $17.6 million

  3 MIRMA Owner/Lessor           Undetermined      Undetermined
    Secured Claims

  4 New York Taxing              Undetermined      Undetermined
    Authority Secured
    Claims

  5 PG&E/RMR Claims              $148 million    $392.8 million

  6 General Unsecured            $1.2 billion      $1.3 billion
    Claims                     Allowed Claims
                            plus $154 million
                                 Postpetition
                             Accrued Interest

  7 MAG Long-term                $2.0 billion      $2.0 billion
    Note Claims             inclusive of $309
                                million Post-
                             petition Accrued
                                     Interest

  8 Convenience                  $5.2 million     $14.6 million
    Claims

  9 Equity Interests                      N/A      Undetermined

                    Distribution Under Plan

Under the Amended Plan, the recovery percentage on Allowed
Consolidated Mirant Debtors Class 4 -- Unsecured Claims -- is
60%, excluding Postpetition Accrued Interest.

A full-text copy of the amended Disclosure Statement is available
at no charge at:


http://www.mirant.com/financials/pdfs/amended_disclosure_statement_032505.pd
f

and a full-text copy of the amended Plan of Reorganization is
available at no charge at:

  http://www.mirant.com/financials/pdfs/amended_por_032505.pdf

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/--is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MONSOUR MEDICAL: Says $2.5 Million Infusion Won't Be Immediate
--------------------------------------------------------------
As reported in the Troubled Company Reporter on March 24, 2005,
Monsour Medical Center exited the chapter 11 restructuring process
with no opposition and U.S. Bankruptcy Judge Bernard Markovitz's
blessing after a 15-minute hearing at which Robert O. Lampl, Esq.,
Monsour's bankruptcy lawyer, told the Court a $2.5 million
investment was coming.

This week, Richard Gazarik, writing for the Tribune-Review,
reports that Chief Executive Officer John Bukovac says the
financing isn't coming until August and he's never met the unnamed
investor.

Monsour tells Mr. Gazarik that it's signed a letter of intent with
the investor.  Mr. Bukovac would reveal only that the investor is
not in the health care field and is located in northeastern
Pennsylvania.  The private entrepreneur-financier wants to
establish a research facility in a building across the street that
will be linked to the 140-bed hospital by a pedestrian bridge.

Before, during, and after the chapter 11 proceeding, Monsour's
debts total $41 million.  Monsour Medical Center filed for chapter
11 protection on Oct. 15, 2004 (Bankr. W.D. Pa. Case No. 04-
33736).


MORGAN STANLEY: Moody's Affirms Junk Rating on Class O Certificate
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of twelve classes of Morgan Stanley Dean
Witter Capital I Trust 2000-LIFE2, Commercial Mortgage Pass-
Through Certificates, Series 2000-LIFE2 as:

   --Class A-1, $71,767,920, Fixed, affirmed at Aaa
   --Class A-2, $479,987,000, Fixed, affirmed at Aaa
   --Class X, Notional, affirmed at Aaa
   --Class B, $22,961,000, Fixed upgraded to Aa1 from Aa2
   --Class C, $24,874,000, Fixed, upgraded to A1 from A2
   --Class D, $6,888,000,000, Fixed, affirmed at A3
   --Class E, $18,751,000, WAC, affirmed at Baa2
   --Class F, $7,653,000, WAC, affirmed at Baa3
   --Class J, $9,184,000, Fixed, affirmed at Ba2
   --Class K, $3,061,000, Fixed, affirmed at Ba3
   --Class L, $4,018,000, Fixed, affirmed at B1
   --Class M, $6,697,000, Fixed, affirmed at B2
   --Class N, $2,870,000, Fixed, affirmed at B3
   --Class O, $957,000, Fixed, affirmed at Caa2

As of the March 15, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 11.4%
to $678.0 million from $765.3 million at securitization.  The
Certificates are collateralized by 100 loans secured by commercial
and multifamily properties.

The pool consists of a conduit component representing 79.3% of the
pool and a large loan component representing 20.7% of the pool.
The loans range in size from less than 1.0% to 7.9% of the pool,
with the top ten loans representing 34.4% of the outstanding pool
balance.  One loan, representing less than 1.0% of the pool, has
defeased and has been replaced with U.S. Government securities.
The trust has not experienced any losses since securitization and
there are no loans in special servicing.

Moody's was provided with year-end 2003 operating results for
95.3% of the pool.  Borrowers are generally required to report
financial information only on an annual basis and therefore
minimal information is available for calendar year 2004.  Moody's
weighted average loan to value ratio for the conduit component is
77.1%, compared to 73.3% at securitization.  Based on Moody's
analysis, 17.3% of the conduit pool has a LTV greater than 90.0%,
compared to 2.1% at securitization.  The upgrade of Classes B and
C is primarily due to increased subordination levels.

The large loan component consists of five shadow rated loans.
The largest shadow rated loan is the Towers at Portside Loan
($53.4 million - 7.9%), which is secured by a 527-unit multifamily
complex located on the waterfront of Jersey City, New Jersey,
directly across the Hudson River from lower Manhattan.  The
property has been impacted by significant new construction in the
market, which has resulted in decreased occupancy and rental
rates.  The property was 93.0% occupied as of December 2003,
compared to 99.0% at securitization.  The loan sponsor is Equity
Residential Properties Trust (Moody's senior unsecured rating
Baa2).  The loan is currently shadow rated A2, compared to A1 at
securitization.

The second largest shadow rated loan is the Southbridge Woods
Apartments Loan ($27.4 million - 4.0%), which is secured by a
648-unit multifamily complex located in South Brunswick, New
Jersey.  The property was 96.0% occupied as of December 2003,
essentially the same as at securitization.  The property's
performance has been stable since securitization.  The loan is
shadow rated Baa2, compared to Baa3 at securitization.

The third largest shadow rated loan is the Tasman Corporate Center
Loan ($21.9 million - 3.2%), which is secured by a 141,000 square
foot office building located in Santa Clara, California.  The
property is situated in a corporate park which contains 6.0
million square feet of office space.  The property is 100.0%
occupied by Brio Technology on a lease that expires in June 2010.
Moody's shadow rating is Baa2, the same as at securitization.

The fourth largest shadow rated loan is the Affinity Office
Building Loan ($19.6 million - 2.9%), which is secured by a
467,000 square foot office building located in downtown Columbia,
South Carolina.  The property is situated near the State Capitol
Building and is largely tenanted by state offices.  The two
largest tenants are the South Carolina Department of Budget and
Control (34.1% NRA; lease expiration June 2005) and the South
Carolina Department of Commerce (13.8% NRA; leases expiring in
June 2009 and June 2011).  The loan is on the master servicer's
watchlist due to upcoming lease expirations.  The property was
90.0% occupied as of December 2003, essentially the same as at
securitization.  Moody's shadow rating is Baa1, the same as at
securitization.

The fifth largest shadow rated loan is the Pinnacle at Squaw Peak
Loan ($17.9 million - 2.6%), which is secured by a 350-unit luxury
apartment complex located in Phoenix, Arizona.  Although the
property's occupancy has remained stable since securitization at
approximately 96.0%, its performance has been impacted by
declining revenues and increased operating expenses.  The sponsor
for the loan is BRE Properties, Inc. (Moody's senior unsecured
rating Baa2).  Moody's shadow rating is Baa3, compared to Baa1 at
securitization.

The top three conduit loans represent 9.4% pool.  The largest
conduit loan is the Twin County Building Loan ($23.7 million -
3.5%), which is secured by a 657,000 square foot warehouse-
distribution center located in Edison, New Jersey.  The property
was 99.0% occupied as of December 2003, compared to 95.7% at
securitization.  The loan is on the master servicer's watchlist
due to the upcoming lease expirations of three tenants which
occupy 39.0% of the premises.  Moody's LTV is 87.6%, compared to
82.4% at securitization.

The second largest conduit loan is the 825 Seventh Avenue Loan
($22.7 million - 3.3%), which is secured by a 165,000 square foot
office condominium located in midtown Manhattan.  The property was
86.5% leased as of December 2003 to two tenants -- Young & Rubicam
(67.9% NRA; lease expiration April 2010) and International
Merchandising Corp. (18.6% NRA; lease expiration November 2013).
Moody's LTV is 88.4%, essentially the same as at securitization.

The third largest conduit loan is the Marigold Center Loan
($17.4 million - 2.6%), which is secured by a 174,000 square foot
neighborhood shopping center located in San Luis Obispo,
California.  The center is anchored by:

   1. Vons Supermarket (30% GLA; lease expiration December 2017);

   2.Michael's Stores (12.0% GLA; lease expiration October 2008);
     and

   3.Sav-On-Drug (10.0% GLA; lease expiration August 2017).

Moody's LTV is 79.0%, compared to 82.7% at securitization.

The pool collateral is a mix of:

   * office (28.5%);
   * industrial and self storage (28.5%);
   * retail (20.7%);
   * multifamily (19.1%);
   * healthcare (2.4%);
   * lodging (0.5%);  and
   * U.S. Government securities (0.3%).

The collateral properties are located in 23 states and the
District of Columbia. The highest state concentrations are:

   * New Jersey (23.6%);
   * California (22.7%);
   * Florida (6.1%);
   * New York (5.9%);  and
   * Texas (4.8%).

All of the loans are fixed rate.


MYSTERE GROUP: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mystere Group Inc.
        32039 Virginia Way
        Laguna Beach, California 92651

Bankruptcy Case No.: 05-11869

Chapter 11 Petition Date: March 25, 2005

Court: Central District of California (Santa Ana)

Judge: Robert W. Alberts

Debtor's Counsel: Thomas W. Harris, Esq.
                  20101 SW Birch Street, Suite 200
                  Newport Beach, California 92660-1750
                  Tel: (949) 477-2390

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Jay Martinez                  Loan                       $35,000
1843 Pomona Avenue, Suite A
Orange, CA 92667

Nicole Glass                  Secretarial                $20,000
42706 San Julian Place        services
Tamecula, CA 92592

Jeff Struyck                  Loan                       $15,000
4519 Admiralty Way, Suite C
Marina Del Rey, CA 90292

Patricia Jiminez              Repair and rehab           $12,000
480 Jamacha Road              services
El Cajon, CA 92019


NEVADA DEPARTMENT: Moody's Cuts $445.8M Bond Issue's Rating to Ba1
------------------------------------------------------------------
Moody's has downgraded to Ba1 from Baa3 the underlying rating on
the Nevada Department of Business and Industry's $445.8 million
Las Vegas Monorail Project Revenue Bonds, First Tier Series 2000.
The rating outlook is negative.

The bonds are secured by a first lien on the net revenues of the
monorail system.  The downgrade is based on the actual revenues to
date being lower than the original forecast, which is due in large
part to the late opening and subsequent shut down of operations.
These events have caused significantly weaker than expected
ridership and revenue results during the first months of operation
and the ramp up period has been compressed due to the one-year
delay in system delivery following problems with train control and
equipment reliability.

The Ba1 rating is based on Moody's expectation that the project's
revenues will cover operating expenses in 2005, the first full
year of operations, and that significant cash reserves will be
sufficient to cover any operating deficits plus debt service if
needed for the next two to four years.  The rating also
acknowledges the system's improved record of safety and
reliability since restarting operations in late December 2004, and
maintenance of the Ba1 rating assumes the monorail will continue
to perform at or near full system availability.

The negative outlook anticipates that the system will be required
to continue to achieve a significant ramp up in ridership and
revenues in order to achieve financial self-sufficiency in each of
2006 and 2007, a large challenge given the cash flow demands of
meeting senior and subordinated debt service.  While the ramp up
period ridership through the first quarter of 2005 has shown
positive growth, more operating history will be needed to fully
assess credit quality.

The bonds were issued in 2000 to finance the construction of a
monorail system on the east side of the Las Vegas Strip through a
loan agreement between the issuer and the Las Vegas Monorail
Corporation, a non-profit public benefit corporation governed by a
five-member Board appointed by the Governor.  The project was
additionally financed through the issuance of $146 million Second
Tier bonds and $48.5 million Subordinate Bonds, which are not
rated by Moody's.  The First Tier bonds are insured by Ambac and
as such carry an insured rating of Aaa.  Moody's will continue to
maintain an underlying rating on the First Tier bonds.

Credit Strengths:

   * The monorail directly serves many Las Vegas Strip hotels,
     attractions and the convention center

   * Cash balances and reserves are available to cover debt
     service for an interim period while the project continues its
     ramp up phase

   * Strong legal provisions in the financing documents which
     include the obligation to increase fares to meet payment
     obligations

Credit Weaknesses:

   * Actual ridership levels for the first months of operations
     equal roughly 60% of the level projected by the original
     ridership study

   * Significant improvements in current ridership and revenues
     are needed to support operations and First Tier debt service

   * Operating costs are approximately $4.4 million higher than
     originally forecast, primarily due to cost increases related
     to insurance, security and fare collection.

   * The debt structure is aggressive, and the monorail will
     require continued increases in ridership and revenues to
     support annual increases in debt service

Significant Improvements In Ridership Needed
To Support Operations And Debt Service

Since restarting operations on December 24, 2004, the monorail
generated roughly $2 million in farebox revenues in January,
$1.78 million in February, and $2.6 million in the first 28 days
of March, 2005.  The monorail also generated $2.5 million in
farebox revenues last August, prior to the system shutdown that
occurred in September.  Based on the first months of operations
(Aug 2004 and preliminary results for the first quarter of 2005),
Moody's estimates that farebox revenues projected on an annualized
basis using March revenues as a guide would generate roughly
$34 million in FY 2005.  When combined with roughly $6 million in
advertising revenues, total estimated revenues of $40 million
would be sufficient to cover operating expenses of $21 million,
and pay the $19 million in First Tier debt service.

While Moody's revenue estimate conservatively assumes no further
ramp up or seasonality in ridership or revenues, it falls
significantly short of the $49 million in farebox revenues
projected in the 2000 ridership study completed in conjunction
with the original financing.  Actual ridership of 32,000 per day
is weaker than the original forecast of 54,000 per day, although
yield per passenger is 17 % higher, at $2.92 compared to $2.50 in
the original forecast.  Moody's acknowledges that the original
ridership and revenue forecasts were aggressive and would have
produced a comfortable 2x coverage on senior and 1.4x coverage on
Second Tier Bonds.  While the project is not required to achieve
these high coverage levels in order to achieve an investment grade
rating, we do expect the project to demonstrate an ability to
cover operating expenses and First Tier debt service with a
comfortable margin well above 1.0x.

Our estimate based on March 2005 results also falls $2.8 million
below the $36.8 million in farebox revenues that the monorail has
budgeted for 2005.  Monorail officials estimate that a fare
increase of $0.25 per ride would be sufficient to cover such a
budget shortfall.  Moody's notes that the impact of such a fare
increase on ridership and revenue levels is difficult to assess at
this stage given the monorail's limited operating history.
Without additional growth in revenues, available reserves,
including excess capitalized interest and liquidated damages, are
expected to be used to pay any balance of First Tier debt service
and all of the Second Tier debt service in 2005.

Moody's breakeven analysis indicates that the monorail would need
to generate at least $51 million in revenues to support operating
expenses ($21 million), First Tier debt service ($19.2 million)
and Second Tier debt service ($10.9 million) in 2005. With
$6 million in advertising revenues currently committed, the
monorail would need to raise $45 million in farebox revenues.
This represents roughly 25% more than the $34 million pace
established in March.  In Moody's view, this represents a
significant challenge that will depend on continued system safety
and availability and the success of ongoing marketing initiatives
in coordination with hotel properties and the convention center
that are expected to boost ridership and revenues over the next
few years.  The monorail notes that a $1 increase in ticket price
would increase revenues by approximately $12 million, assuming no
loss in ridership levels.

Significant Reserves Available For Operations
And Debt Service

The monorail has sizable cash and reserves equal to roughly
$81 million to pay for operating deficits and debt service on
First Tier and Second Tier debt service.  These reserves provide
an important alternative payment source for First Tier bondholders
should revenues fall short of current estimates.  Reserves include
$3 million in excess capitalized interest, net of amounts used to
make the January 2005 debt service payment on the First Tier and
Second Tier bonds.  Reserves also include $11.2 million in
liquidated damages recovered from the project contractor,
Bombardier (senior unsecured debt rated Ba2 with negative
outlook).  A bond-funded owner's contingency fund ($23 million)
plus excess construction funds ($9 million) are also available to
fund operations and debt service.  The bonds are also secured by
debt service reserve funds equal to $35.2 million.  We expect that
debt service payments due in July 2005 will be paid from remaining
capitalized interest and liquidated damages.

System Reopens Following Shutdown Due To Equipment Failures

The Monorail's contract with Bombardier required project
completion and delivery by January 20, 2004.  Due to completion
delays, the project did not begin revenue service until
July 15, 2004.  During the first six weeks of revenue service
(July 15th to Sept 2004), the project demonstrated solid ridership
demand and collected $4.5 million in farebox revenues.  The
project was shut down in early September following equipment
failures.  The project sponsors responded by hiring an independent
consulting firm to identify causes of the failures by way of
sophisticated testing systems.  Following a series of equipment
modifications, the system was restored to full operations on
December 29th, 2004.  The project was subject to safety testing
and received a temporary operating permit from the Clark County
Building Division.

The monorail corporation is currently negotiating with Bombardier
to settle claims that would compensate the monorail for periods
after January 2004 when the system was not operational or not
performing according to contract specifications.  The outcome of
these negotiations cannot be predicted at this time.

Outlook

The negative outlook is based on Moody's expectation that
ridership and revenues will likely remain significantly below
original forecasted levels, and the monorail will need a
significant continued ramp up in ridership or fares in order to
meet budgeted revenues in each of 2005 and 2006.

What could change the rating - UP

The rating could improve if ridership and revenues ramp up
significantly over the course of the next year and are sufficient
to pay annual operating expenses and debt service.

What could change the rating - DOWN

The rating could drop further, absent a significant improvement in
ridership to levels necessary to support operating expenses and
senior lien debt service.  Likewise, additional system shutdowns
or safety concerns that result in an extended period of system
unavailability or unreliability could put additional pressure on
the rating.

Key Indicators:

   * System type: 4.2-mile elevated monorail train, with 7
     stations, directly accessible by 8 hotels and convention
     center

   * Bond security: First lien on monorail system net revenues

   * Ridership: 19.1 million projected for 2005

   * Revenues: $43.5 million budgeted for 2005

   * Farebox revenues: $36.8 million budgeted for 2005

   * Per ride fare: $3.00

   * Rate covenant: 1.4 times

   * Debt service reserve funds: $35.2 million

   * First Tier Revenue Bonds outstanding: $445.8 million

   * Total revenue bonds outstanding: $640.3 million


NEWARK INSURANCE: Moody's Withdraws Junk Financial Strength Rating
------------------------------------------------------------------
Moody's Investors Service announced today that it has withdrawn
the Caa2 insurance financial strength rating of Newark Insurance
Company.  Moody's has withdrawn this rating because the insurer
has been, and remains, under regulatory supervision of the New
Jersey Department of Banking and Insurance.

In Sept. 2004, Moody's said the insurer had ceased all operations,
including writing new business.

Records at the New Jersey Department of Banking and Insurance show
the insurer's Registered Agent is:

          ROBERT SANDERFORD
          NEWARK INSURANCE COMPANY
          17-01 POLLITT DRIVE
          FAIR LAWN, NJ 07410

Moody's says that Newark Insurance Company is based in Bethpage,
New York.


NEXTWAVE TELECOM: Inks Settlement Pact With LCC Int'l for $30 Mil.
------------------------------------------------------------------
Nextwave Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to enter into a settlement agreement with LCC
International Inc.

In 1996, Nextwave and LCC entered into a services agreement where
LCC would design, implement and optimize personal communications
systems for Nextwave and its subsidiaries.  Nextwave agreed to pay
LCC $50 million for its services.  LCC claims Nextwave still owe
it $37 million.

Pursuant to Nextwave's confirmed Third Amended Joint Plan of
Reorganization, all executory contracts were rejected as of the
confirmation date.  The original agreement wasn't listed on the
Contract Assumption Notice thus, it was rejected on Mar. 1, 2005.

To resolve the matter, the parties decided to scrap the old
contract and enter into a new one.  The new agreement requires LLC
to provide broadband wireless systems services to Nextwave's Las
Vegas, Nevada metropolitan market.  Nextwave proposes to pay LLC
$30 million.

Headquartered in Hawthorne, New York, NextWave Telecom, Inc. --
http://www.nextwavetel.com/-- was organized in 1995 to provide
high-speed wireless Internet access and voice communications
services to consumer and business markets on a nationwide basis.
NextWave is currently constructing a third-generation CDMA2000 1X
network in all of its 95 PCS markets whose geographic scope covers
more than 168 million POPs coast to coast, including all top 10
U.S. markets, 28 of the top 30 markets, and 40 of the top 50
markets.  NextWave's "carriers' carrier" strategy allows existing
carriers and new service providers to market NextWave's network
services through innovative airtime arrangements.  The company
filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
98-23303) on December 23, 1998.  Deborah Lynn Schrier-Rape, Esq.
of Andrews & Kurth, LLP represents the Debtor.  Judge Adlai S.
Hardin confirmed the Debtors' Third Amended Joint Plan of
Reorganization on Mar. 1, 2005.


NORTEK INC: Posts $2.3 Million Net Loss in Fourth Quarter
---------------------------------------------------------
Nortek, Inc., a leading international designer, manufacturer and
marketer of high-quality branded building products, reported
record sales from continuing operations for 2004 and the fourth
quarter in strong housing and home improvement markets.

Nortek 2004 combined financial results were based on record sales
from continuing operations totaling $1.679 billion, an increase of
11.5 percent over 2003.  Sales increased in every quarter
throughout the year.  Despite higher costs for raw materials and
shipping, Nortek achieved combined operating earnings for 2004
totaling $74.7 million, down $2.9 million from 2003.

Richard L. Bready, Chairman and Chief Executive Officer, said,
"Our operating groups delivered a solid fourth quarter and 2004 as
we increased sales to record levels." Mr. Bready said, "Nortek's
core residential housing and home improvement markets remained
vigorous as we entered 2005.  During 2004, Nortek initiated some
price increases and continued aggressive cost savings to partially
offset higher raw materials and shipping costs."

                          Acquisitions

On August 27, 2004, affiliates of Thomas H. Lee Partners L.P., in
partnership with certain members of Nortek's management purchased
all of the outstanding capital stock of Nortek's parent company,
the former Nortek Holdings, Inc., in a transaction valued at
approximately $1.74 billion before fees and expenses from
affiliates of Kelso and Company L.P. and certain other parties.

Nortek's new capitalization includes $625 million 8-1/2% Senior
Subordinated Notes due 2014 and a $698 million bank term loan due
2011.  In addition, as of December 31, 2004, Nortek had
approximately $95 million in unrestricted cash and cash
equivalents and has no borrowings outstanding under its
$100 million revolving credit facility.

Net sales for the period from January 1 to August 27, 2004 and the
period from August 28 to December 31, 2004 were $1,118 million and
$561 million, respectively. Operating earnings for the period from
January 1 to August 27, 2004 and the period from August 28 to
December 31, 2004 were $32.6 million and $42.1 million,
respectively.

On January 9, 2003, certain affiliates of Kelso & Company, L.P.
and certain members of management acquired control of Nortek in a
recapitalization transaction.  Net sales for the nine-day period
ending January 9, 2003 and the period from January 10 to
December 31, 2003 were $25 million and $1.480 billion,
respectively.  Operating earnings (loss) from continuing
operations for the nine-day period ending January 9, 2003 and the
period from January 10 to December 31, 2003 were $(81.8) million
and $159.4 million, respectively.

The 2004 full-year results presented below include the period from
January 1 to August 27 (post-recapitalization) and the post-
acquisition period from August 28 to December 31.

Nortek's net sales from continuing operations for the combined
periods from January 1 to December 31, 2004 were $1,679 million,
an increase of 11.5 percent over the $1,505 million reported for
2003.  Operating earnings for the combined periods from January 1
to December 31, 2004 were $74.7 million compared to $77.6 million
last year.

Key financial highlights from continuing operations for the fourth
quarter included:

   -- Net sales of $400 million, an increase of 10 percent,
      compared to the $363 million recorded for the fourth quarter
      of 2003.

   -- Operating earnings of $26.6 million, compared to last year's
      $31.4 million.

Mr. Bready noted that, "2004 was a record year for Nortek, and we
are proud of Nortek's accomplishments during the year.  These
accomplishments include:

   -- Completion of the sale of Ply Gem in a transaction valued at
      $560 million.

   -- In connection with the THL transaction, Nortek sold
      $625 million of 8-1/2% Senior Subordinated Notes and entered
      into a new Senior Secured Credit Facility providing for
      aggregate borrowings of up to $800 million.

   -- Product introductions, particularly in our Residential
      Building Products segment, and ongoing manufacturing
      efficiency programs that are reflected in the results for
      2004.

   -- In line with Nortek's long-term growth strategy, completed
      two acquisitions in 2004 strengthening Nortek's electronics
      businesses in the Residential Building Products segment.

   -- Successfully completed a significant facilities
      rationalization and restructuring in the Air Conditioning
      and Heating Products segment."

Mr. Bready added, "During 2004, a record number of homes were sold
in the United States and housing starts were the strongest since
1978.  Going forward, overall residential housing markets are
expected to continue to be solid into 2005.  For the first two
months of 2005, building permits were up 5.2 percent and housing
starts were up 15.0 percent compared to the same period in 2004.
However, we believe the sluggish conditions we faced in the
commercial HVAC markets in 2004 will continue into 2005."

Acquisitions contributed approximately $63 million to net sales
and $9.7 million to operating earnings for the combined periods
ended December 31, 2004.

                        About the Company

Nortek Inc., a wholly owned subsidiary of Nortek Holdings -- which
is a wholly owned subsidiary of NTK Holdings, Inc. -- is a leading
international manufacturer and distributor of high-quality,
competitively priced building, remodeling and indoor environmental
control products for the residential and commercial markets.
Nortek offers a broad array of products for improving the
environments where people live and work.  Its products include:
range hoods and other spot ventilation products; heating and air
conditioning systems; indoor air quality systems; and specialty
electronic products.


                        NORTEK, INC. AND SUBSIDIARIES
            UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS

                                                   For the three months
ended
                                                      Post-         Post-
                                                  Acquisition
Recapitalization
                                                  Dec. 31, 2004 Dec. 31,
2003
                                                     (Amounts in thousands)


    Net Sales                                        399,950        363,440

    Costs and Expenses:
     Cost of products sold                           293,160        259,829
     Selling, general and administrative expense      73,163         68,936
     Amortization of intangible assets                 6,994          3,298
                                                     373,317        332,063
    Operating earnings                                26,633         31,377
    Interest expense                                 (24,126)       (15,434)
    Investment income                                    293            557
    Earnings from continuing operations before
     provision for income taxes                        2,800         16,500
    Provision for income taxes                         4,600          4,900
    (Loss) earnings from continuing operations        (1,800)        11,600
    (Loss) earnings from discontinued operations        (500)         1,300
    Net (loss) earnings                               (2,300)        12,900


                          *     *     *

Nortek, Inc.'s 8-1/2% senior subordinated notes due September 1,
2014, carry Moody's and Standard & Poor's junk ratings.


NORTEL NETWORKS: Annual Shareholders Meeting Slated for June 29
---------------------------------------------------------------
Nortel Networks Corporation's (NYSE:NT)(TSX:NT) board of directors
called a combined 2004/2005 annual meeting of shareholders to be
held on June 29, 2005 in Toronto, Ontario.  The board of directors
set the close of business on Monday, May 2, 2005, as the record
date for determining the shareholders of Nortel Networks
Corporation entitled to receive notice of the Meeting.  Details of
the location, time and agenda for the Meeting will be included in
Nortel Networks Corporation's proxy circular and proxy statement.

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 Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation is based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.

The properties are secured by five single-tenant, office/R&D
buildings in Research Triangle Park, North Carolina that are
leased to Nortel (B-/Watch Developing), which guarantees the
payment and performance of all obligations of the leases.  The
lease payments do not fully amortize the notes.  A surety bond
from ZC insures the balloon amount.

Due to the withdrawal of the rating on ZC, Standard & Poor's
current analysis incorporates the rating on Nortel and internal
valuations of the properties, including balloon risk. The
valuations factored in current market data.  The rating will not
necessarily be in alignment with Nortel's due to the balloon risk,
which is no longer mitigated by a rated entity.

A balloon payment of $74.7 million is due at maturity in
August 2016.  If this amount is not repaid, the indenture trustee
can obtain payment from the surety, provided certain conditions
are met.


OWENS CORNING: Taps Brunswick Group as Communications Consultant
----------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve the employment of
Brunswick Group as their communications consultant, nunc pro tunc
to their bankruptcy petition date.

Brunswick partner Michael Buckley relates that on December 22,
2004, Brunswick performed communications consulting services for
the Debtors in connection with the Debtors' restructuring
efforts.  Brunswick is familiar with the Debtors' operations and
well qualified to assist the Debtors as their communications
consultant.

Under an engagement letter between the parties, Brunswick will
serve the Debtors as appropriate and feasible to assist Owens
Corning in the course of its Chapter 11 cases.

Brunswick will be paid $50,000 for the first month of service and
$25,000 for each subsequent month of service.

The Debtors need Brunswick's services to help communicate with
all parties-in-interest in the Chapter 11 cases.  Brunswick will
carry out unique functions and will use reasonable efforts to
coordinate with the Debtors' other retained professionals to
avoid unnecessary duplication of services.

Based on the results of the firm's conflict search, Mr. Buckley
attests that the firm is a disinterested person as defined in
Section 101(14) of the Bankruptcy Code.  None of Brunswick's
business relationships give rise to any material adverse
interests to the Debtors.  Mr. Buckley says that the firm ensures
that no conflicts or other disqualifying circumstances will exist
or arise.

Without any explanation, Mr. Buckley withdrew his affidavit from
the Court record.

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


PENN ENGINEERING: S&P Junks Proposed $60 Million Senior Sec. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Penn Engineering & Manufacturing Corp.  At the
same time, assigned a 'B' senior secured bank loan rating and '3'
recovery rating to the company's proposed $155 million six-year
first-lien senior secured bank facility and $20 million revolving
credit facility, indicating our expectation of a meaningful (50%-
80%) recovery of principal in the event of a payment default.  A
'CCC+' rating and '5' recovery rating were assigned to the
company's proposed $60 million seven-year second-lien senior
secured bank facility, indicating the expectation of a negligible
(0%-25%) recovery of principal in the event of a payment default.
The outlook on Danboro, Pa.-based Penn is stable.

"We expect Penn to focus on restructuring and cost
rationalization," said Standard & Poor's credit analyst Paul
Kurias.  "Excess cash flow, after normal capital expenditure is
expected to pay down debt and fund manufacturing capacity in
China.  Acquisitions are not factored in the rating."

Penn is a manufacturer and distributor of steel fasteners, which
generated about 80% of fiscal 2004 revenue, and small, low-margin
motors, which generated about 20% of revenue.  Penn's fasteners
have applications in diverse industries, including
telecommunications, data communications, and medical.

The company operates in cyclical and geographically fragmented
niche segments in North American, European, and, increasingly,
Asian markets.

The $20 million revolving credit facility and $155 million term
loan are secured by first-priority perfected liens in all of the
company's domestic tangible and intangible assets, a pledge of all
the capital stock of the borrower and its domestic subsidiaries,
and a pledge of 65% of the equity interest of non-U.S.
subsidiaries.  Guarantors include all current and future domestic
subsidiaries of the borrower.


PENTON MEDIA: Liquidity Concerns Prompts S&P to Junk Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its:

    -- corporate credit rating on Penton Media Inc. to 'CCC' from
       'CCC+',

    -- its senior secured debt rating to 'CCC' from 'CCC+', and

    -- its subordinated debt rating to 'CC' from 'CCC-'.

At the same time, Standard & Poor's placed all of its ratings for
the company on CreditWatch with negative implications.  The
Cleveland, Ohio-based business-to-business media firm had $332.5
million in debt as of Sept. 30, 2004.

"The downgrade and CreditWatch placement reflect substantial
concern about Penton's limited liquidity and weak operations,"
said Standard & Poor's credit analyst Steve Wilkinson.

Standard & Poor's concerns about Penton's liquidity were
heightened by the company's recent announcement that it will delay
filing its 2004 Form 10-K and restate its financial statements
from 2002 through 2004.  While the changes, related to errors in
Penton's deferred tax valuation allowances, will not affect its
EBITDA or cash flow, they may preclude the company from borrowing
on its undrawn $40 million credit facility.  This backup source of
liquidity is critical because Penton's cash balances eroded
steadily in the first nine months of 2004 despite some profit
improvement.

Failure to get a waiver, extension, or amendment to this facility
to preserve borrowing access could lead to a default on the
company's April 1, 2005, interest payment, which would result in
an immediate ratings downgrade to 'D'.  Otherwise, the rating will
remain on CreditWatch pending a review of the company's 2004
financial statements, now scheduled to be filed by April 15, 2005,
and an updated review of its liquidity and operations.


POPULAR ABS: Fitch Rates Three Private Classes With Low-B Ratings
-----------------------------------------------------------------
Fitch rates Popular ABS mortgage pass-through trust certificates
series 2005-2:

    -- $423,426,000 classes AF-1 to AF-6, AV-1A, AV-1B, and AV-2
       'AAA';

    -- $37,119,000 class M-1 'AA';

    -- $27,574,000 class M-2 'A';

    -- $4,772,000 class M-3 'A-';

    -- $7,424,000 class M-4 'BBB+';

    -- $4,242,000 class M-5 'BBB';

    -- $6,098,000 class M-6 'BBB-';

    -- $6,363,000 privately offered class B-1 'BB+';

    -- $5,780,000 privately offered class B-2 'BB';

    -- $7,477,000 privately offered class B-3 'BB-'.

The 'AAA' rating on the senior certificates reflects the 21.65%
total credit enhancement provided by:

        * the 7.00% class M-1,
        * the 5.20% class M-2,
        * the 0.90% class M-3,
        * the 1.40% class M-4,
        * the 0.80% class M-5,
        * the 1.15% class M-6,
        * the 1.20% privately offered class B-1,
        * the 1.10% privately offered class B-2,
        * the 1.40% privately offered class B-3, and
        * the 1.50% target overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure,
as well as the primary servicing capabilities of Equity One, Inc.
(rated 'RPS3+' by Fitch) and JPMorgan Chase Bank, as trustee.

The certificates are supported by two collateral groups.  Group I
consists of fixed-rate mortgage loans while group II consists of
fixed-rate and adjustable-rate mortgage loans.

As of the cut-off date, March 1, 2005, the mortgage loans have an
aggregate balance of $530,275,524.  The weighted average coupon
rate is approximately 6.954%, while the weighted average remaining
term to maturity is 343 months.  The average cut-off date
principal balance of the mortgage loans is approximately $161,423.
The weighted average combined loan-to-value ratio of the mortgage
loans at origination was approximately 84.08%, and the weighted
average Fair, Isaac & Co. score was 641.  The properties are
primarily located in:

            * New York (8.59%),
            * California (8.20%), and
            * Michigan (6.51%).


PREMCOR REFINING: Fitch Assigns Low-B Ratings to Bank Loan & Bonds
------------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on Premcor Refining
Group -- PRG -- and Port Arthur Finance Corp. -- PAFC -- to
Positive from Stable.  The Outlook revision reflects the
improvements in the operating base and capital structure of
Premcor Inc. (Premcor, NYSE: PCO) since the company's initial
public offering in 2002 as well as management's proven commitment
to conservatively finance the company's growth strategy and
improve the credit profile.  PRG is a wholly-owned subsidiary of
Premcor.  PAFC and the Port Arthur Coker Company L.P. (PACC) are
wholly owned subsidiaries of PRG.  Fitch rates the debt of PRG and
PAFC:

     PRG

          -- $1 billion secured credit facility 'BB+';
          -- Senior unsecured notes 'BB';
          -- Senior subordinated notes 'B+'.

     PAFC

          -- Senior secured notes 'BB+'.

Premcor's sizable asset base now includes four large refineries
with 800,000 barrels per day -- bpd -- of crude capacity including
significant heavy conversion capabilities at the Port Arthur,
Texas and Delaware City, Delaware facilities.  While Premcor's
growth in recent years has come primarily from the Delaware City
and Memphis acquisitions, the company is also pursuing two major
organic growth projects.  Premcor expects to complete the 75,000
bpd expansion of the Port Arthur heavy sour crude refinery to
325,000 bpd in the second quarter of 2006.  Premcor also recently
announced that it has entered into an agreement with EnCana
Corporation (EnCana, NYSE: ECA) to study upgrading the Lima, Ohio
refinery to process 100% heavy Canadian crude oil and increase the
plant's crude capacity to 200,000 barrels of oil per day with
completion expected in late 2008.

As part of the growth strategy, Premcor's management has also
pursued improving the company's credit quality which has included
the issuance of nearly $1.3 billion in equity.  Through the
significant cash from operations generated in 2004, Premcor's
year-end cash balances and short term investments grew to
approximately $820 million.  This liquidity would cover planned
capital expenditures for 2005 of between $720 million and $740
million or give greater flexibility to finance further acquisition
opportunities.  Significant near term-debt reduction, however, is
not expected as Premcor has pushed back most of the maturities of
its long term debt to 2009 and beyond.  At year-end 2004, balance
sheet debt under PRG totaled $1.8 billion with no cash borrowings
under PRG's $1 billion revolving credit facility.

Offsetting factors include the significant capital expenditures
required to meet the low sulfur fuel specifications and other
required regulatory spending as expenditures will remain high
through 2006.  Despite the improved asset base, Premcor also
remains subject to the volatility of refining margins as seen in
the industry downturns of 2002 and 1999.  While Premcor would
likely be free cash flow negative in 2005 under Fitch's view of a
mid-cycle margin environment, the company continues to benefit
from the strong refining margin environment including the wide
light-heavy crude spreads.  Fitch would also expect Premcor to
adjust its capital program to manage cash flows through any
prolonged trough in the industry cycle.  Also of concern is
Premcor's ability to negotiate future acquisitions at attractive
economics, particularly given the prolonged run in refining
margins, and the company's ability to continue to tap the equity
markets to help finance this growth despite management's public
commitment to grow conservatively.

PRG is a large independent U.S. refiner of petroleum products that
owns and operates four crude refineries with a combined capacity
of 800,000 bpd.  PACC owns and operates the heavy oil processing
facility at Premcor's Port Arthur, Texas, refinery that includes
an 80,000-bpd delayed coking unit.


QUEBECOR MEDIA: Names Pierre Francoeur as President & COO
---------------------------------------------------------
Quebecor Inc. (TSX:QBR.MV.A) (TSX:QBR.SV.B) reported the
appointment of Mr. Pierre Francoeur to the position of President
and Chief Operating Officer of Quebecor Media Inc.  Mr. Serge
Gouin, the current President and Chief Executive Officer of
Quebecor Media Inc., will again become Chairman of the Board of
Quebecor Media Inc., a position he held from the fall of 2002 to
March 2004. He will continue serving as Chief Executive Officer of
Quebecor Media Inc. until the Annual Meeting of Shareholders of
Quebecor Inc. on May 11, 2005.  Mr. Erik Peladeau is appointed
Executive Vice President of Quebecor Inc. and Vice Chairman of the
Board of Quebecor Media Inc., in addition to his duties as Vice
Chairman of Quebecor Inc. and Quebecor World Inc.

Pierre Francoeur remains President and Chief Executive Officer of
Sun Media Corporation, a wholly owned subsidiary of Quebecor Media
Inc.

"Pierre Francoeur is the very embodiment of the type of leader we
want to have at the helm of our subsidiaries," said Pierre Karl
Peladeau, President and Chief Executive Officer of Quebecor Inc.,
the controlling shareholder of Quebecor Media Inc. "He is a
disciplined and rigorous manager who has shown he can deliver the
goods.  He is also thoroughly familiar with the Quebecor
environment and knows what the shareholders expect."

Quebecor Inc. (TSX: QBR.MV.A, QBR.SV.B) is a communications
company with operations in North America, Europe, Latin America
and Asia.  It has two operating subsidiaries, Quebecor World Inc.
and Quebecor Media Inc.

Quebecor World is one of largest commercial print media services
companies in the world.

Quebecor Media owns operating companies in numerous media-related
businesses:

   * Videotron ltee, the largest cable operator in Quebec and a
     major Internet Service Provider as well as a provider of
     telephone services;

   * Videotron Telecom Ltd., a provider of business
     telecommunications services;

   * Sun Media Corporation, Canada's largest national chain of
     tabloids and community newspapers;

   * TVA Group Inc., operator of the largest French-language
     general-interest television network in Quebec, a number of
     specialty channels, and the English-language general-interest
     station Toronto 1;

   * Canoe inc., operator of a network of English- and French-
     language Internet properties in Canada;

   * Nurun Inc., an important agency in interactive technologies
     and communications in Canada, the United States and Europe;

   * companies engaged in book publishing, magazine publishing and
     production, distribution and retailing of cultural products;

   * Archambault Group Inc., the largest chain of music stores in
     eastern Canada;

   * TVA Films; and

   * Le SuperClub Videotron ltee, a chain of video and video game
     rental and retail stores.

Quebecor Inc. has operations in 17 countries.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Moody's Investors Service affirmed all ratings and the stable
outlook of the Quebecor Media, Inc., group and assigned a Ba3
senior unsecured rating to Videotron Ltee's proposed
US$300 million debt issue.  The ratings have not changed as a
result of the new debt issue because the proceeds will ultimately
be used to reduce other debt within the Quebecor Media group, as
funds flow relatively freely amongst group members.

Ratings affected by this action are:

   * Quebecor Media Inc.

        -- Senior Implied, Ba3 (unchanged)
        -- Issuer, B2 (unchanged)
        -- Senior Unsecured Notes, B2 (unchanged):

      * 11.125% due July 2011 US$715 million

        -- Senior Unsecured Discount Notes, B2 (unchanged):

      * 13.75% due July 2011 US$232 million (US$295 million
        principal amount)

   * Videotron Ltee

        -- Senior Unsecured Notes, rated Ba3 (unchanged):

      * 6.875% Due January 2014 US$335 million

        -- Proposed Senior Unsecured Notes, Ba3 (assigned):

      * Due January 2014 US$300 million

   * CF Cable TV Inc.

        -- Senior Secured First Priority Notes, Ba3 (unchanged):

      * 9.125% due July 2007 US$76 million

   * Sun Media Corporation

        -- Senior Secured Revolving Bank Facility, Ba2
           (unchanged):

      * Due 2008 C$75 million (C$nil outstanding)

        -- Senior Secured Term Loan B, Ba2 (unchanged):

      * Due 2009 US$202 million (original amount US$230 million)

        -- Senior Unsecured Notes, Ba3 (unchanged):

      * 7.625% Due Feb 2013 US$205 million

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Montreal, Quebec-based Videotron Ltee's proposed US$300 million
6.875% senior unsecured notes due Jan. 15, 2014, to be issued
under Rule 144A with registration rights.  The loan is rated one
notch below the long-term corporate credit rating, reflecting its
junior position in the company's capital structure.

At the same time, Standard & Poor's affirmed its 'BB+' bank loan
rating and assigned a recovery rating of '1+' to Videotron's
proposed C$450 million senior secured five-year revolving credit
facility.  The loan is rated two notches higher than the long-term
corporate credit rating; this and the '1+' recovery rating
indicate that lenders can expect full recovery of principal in the
event of a default or bankruptcy.  The ratings are based on
preliminary documentation and are subject to review on receipt of
final documentation.

In addition, all ratings outstanding on Videotron and its parent
company, Quebecor Media, Inc., along with the ratings on its
subsidiaries Sun Media Corp. and CF Cable TV, Inc., including the
'BB-' long-term corporate credit rating, were affirmed.  S&P says
the outlook is stable.


RESIDENTIAL ACCREDIT: Fitch Puts Low-B Ratings on 4 Sub. Certs.
---------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc.'s mortgage pass-
through certificates, Series 2005-QS3:

     -- $451,971,702 classes I-A1-1 through I-A1-3, I-A2-1 through
        I-A2-6, II-A-1, I-A-P, I-A-V, II-A-P, II-A-V, R-I, R-II,
        and R-III certificates (senior certificates) 'AAA';

     -- $10,590,600 class I-M-1 'AA';

     -- $2,235,600 class II-M-1 'AA';

     -- $3,344,400 class I-M-2 'A';

     -- $208,000 class II-M-2 'A';

     -- $1,858,000 class I-M-3 'BBB';

     -- $312,000 class II-M-3 'BBB'.

In addition, the privately offered subordinate certificates listed
below are rated by Fitch:

     -- $1,858,000 class I-B-1 'BB';
     -- $156,000 class II-B-1 'BB';
     -- $1,114,800 class I-B-2 'B';
     -- $104,000 class II-B-2 'B';

The $1,672,286 class I-B-3 and $156,040 class II-B-3 are not rated
by Fitch.

The mortgage pool consists of two groups of mortgage loans
referred to as the group I and the group II loans.  Loan group I
consists of mortgage loans with terms to maturity of generally not
more than 30 years and will be supported by the I-M-1, I-M-2, I-M-
3, I-B-1, I-B-2 and I-B-3 certificates.  Loan group II consists of
mortgage loans with terms to maturity of generally not more than
15 years and will be supported by the II-M-1, II-M-2, II-M-3, II-
B-1, II-B-2 and II-B-3 certificates.

The 'AAA' rating on the group I senior certificates reflects the
5.50% subordination provided by the:

          * 2.85% class I-M-1,
          * 0.90% class I-M-2,
          * 0.50% class I-M-3,
          * 0.50% privately offered class I-B-1,
          * 0.30% privately offered class I-B-2 and
          * 0.45% privately offered class I-B-3.

The 'AAA' rating on the group II senior certificates reflects the
3.05% subordination provided by:

          * the 2.15% class II-M-1,
          * the 0.20% class II-M-2,
          * the 0.30% class II-M-3,
          * the 0.15% privately offered class II-B-1,
          * the 0.10% privately offered class II-B-2 and
          * the 0.15% privately offered class II-B-3.

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

As of the cut-off date, March 1, 2005, the mortgage pool consists
of 2,586 conventional, fully amortizing, fixed-rate mortgage loans
secured by first liens on one- to four- family residential
properties with an aggregate principal balance of approximately
$475,581,428.  The group I mortgage pool is collateralized by two
loan groups (sub-group I-1 and sub-group I-2).

           Sub-group I-1 consists of 451 mortgage loans with an
           aggregate principal balance of $117,125,952.  The
           mortgage pool has a weighted average original loan-to-
           value ratio of 73.84%.  The weighted-average FICO score
           of the loans in the pool is 731 and approximately
           56.88% and 2.21% of the mortgage loans possess FICO
           scores greater than or equal to 720 and less than 660,
           respectively.  Loans originated under a reduced loan
           documentation program account for approximately 55.07%
           of the pool, equity refinance loans account for 37.80%,
           and second homes account for 0.47%.  The average loan
           balance of the loans in the pool is approximately
           $259,703.  The three states that represent the largest
           portion of the loans in the pool are:

                      * California (36.77%),
                      * Texas (7.02%) and
                      * Washington (5.76%).

           Sub-group I-2 consists of 1,440 mortgage loans with an
           aggregate principal balance of $254,473,802.  The
           mortgage pool has a weighted average OLTV of 77.86%.
           The weighted-average FICO score of the loans in the
           pool is 718 and approximately 45.94% and 5.16% of the
           mortgage loans possess FICO scores greater than or
           equal to 718 and less than 660, respectively.  Loans
           originated under a reduced loan documentation program
           account for approximately 61.71% of the pool, equity
           refinance loans account for 36.65%, and second homes
           account for 2.23%.  The average loan balance of the
           loans in the pool is approximately $176,718.  The three
           states that represent the largest portion of the loans
           in the pool are:

                      * California (16.16%),
                      * Florida (11.35%) and
                      * Texas (7.66%).

The group II mortgage pool consists of 695 mortgage loans with an
aggregate principal balance of approximately $103,981,675.  The
mortgage pool has a weighted average OLTV of 68.31%.  The
weighted-average FICO score of the loans in the pool is 725 and
approximately 53.14% and 3.66% of the mortgage loans possess FICO
scores greater than or equal to 720 and less than 660,
respectively.  Loans originated under a reduced loan documentation
program account for approximately 73.36% of the pool, equity
refinance loans account for 52.19%, and second homes account for
2.41%.  The average loan balance of the loans in the pool is
approximately $149,614.  The three states that represent the
largest portion of the loans in the pool are:

           * California (19.01%),
           * Texas (15.23%) and
           * Florida (6.03%).

All of the sub-group I-1 mortgage loans were purchased by the
depositor through its affiliate, Residential Funding, from
unaffiliated sellers except in the case of 13.2% of the mortgage
loans, which were purchased by the depositor through its
affiliate, Residential Funding, from HomeComings Financial
Network, Inc., a wholly-owned subsidiary of the master servicer.
Approximately 19.9% and 16.6% of the sub-group I-1 loans were
purchased from Provident Funding Assoc, L.P., and National City
Mortgage Company, respectively.  Except as described in the
preceding sentence, no unaffiliated seller sold more than
approximately 8.1% of the mortgage loans to Residential Funding.
Approximately 58.6% of the mortgage loans are being subserviced by
HomeComings Financial Network, Inc. (rated 'RPS1' by Fitch) as
primary servicer.

All of the sub-group I-2 mortgage loans were purchased by the
depositor through its affiliate, Residential Funding, from
unaffiliated sellers except in the case of 39.3% of the mortgage
loans, which were purchased by the depositor through its
affiliate, Residential Funding, from HomeComings Financial
Network, Inc., a wholly-owned subsidiary of the master servicer.
Approximately 16.1% of the sub-group I-2 loans were purchased from
National City Mortgage Company.  Except as described in the
preceding sentence, no unaffiliated seller sold more than
approximately 9.5% of the mortgage loans to Residential Funding.
Approximately 72.9% of the mortgage loans are being subserviced by
HomeComings Financial Network, Inc. (rated 'RPS1' by Fitch) as
primary servicer.

All of the group II mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers except in the case of 41.4% of the mortgage loans, which
were purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly-owned
subsidiary of the master servicer.  All of the Group II loans were
purchased by the depositor through its affiliate, Residential
Funding, from unaffiliated sellers, except in the case of 41.4% of
the group II loans, which were purchased from the depositor from
HomeComings Financial Network, Inc.  No unaffiliated seller sold
more than approximately 9.8% of the mortgage loans to Residential
Funding.  Approximately 83.1% of the mortgage loans are being
subserviced by HomeComings Financial Network, Inc.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as:

            (1) 'high-cost' or 'covered' loans or
            (2) any other similar designation if the law imposes
                greater restrictions or additional legal liability
                for residential mortgage loans with high interest
                rates, points and/or fees.

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

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program.  Alt-A program loans are often marked
by one or more of the following attributes:

           * a non-owner-occupied property;
           * the absence of income verification; or
           * a loan-to-value ratio or debt service/income ratio
             that is higher than other guidelines permit.

In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

Deutsche Bank Trust Company Americas will serve as trustee. RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as three real
estate mortgage investment conduits.


RESIDENTIAL FUNDING: Fitch Puts Low-B Ratings on Classes B-1 & B-2
------------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s
mortgage pass-through certificates series 2005-S3:

     -- $180,805,868 classes A-1, A-P, A-V, and R certificates
        (senior certificates) 'AAA';

     -- $1,098,600 class M-1 'AA';

     -- $366,200 class M-2 'A'

     -- $274,600 class M-3 'BBB'.

     -- $183,100 class B-1 'BB';

     -- $183,100 class B-2 'B'.

The $183,129 class B-3 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 1.25%
subordination provided by the:

          * 0.60% class M-1,
          * 0.20% class M-2,
          * 0.15% class M-3,
          * 0.10% privately offered class B-1,
          * 0.10% privately offered class B-2 and
          * 0.10% privately offered class B-3.

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

As of the cut-off date, March 1, 2005, the mortgage pool consists
of 372 conventional, fully amortizing, fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of approximately
$183,094,597.  The mortgage pool has a weighted average original
loan-to-value -- OLTV -- ratio of 59.68%.  The weighted-average
FICO score of the loans in the pool is 753, and approximately
81.29% and 2.70% of the mortgage loans possess FICO scores greater
than or equal to 720 and less than 660, respectively.  Loans
originated under a reduced loan documentation program account for
approximately 17.88% of the pool, equity refinance loans account
for 19.99%, and second homes account for 6.05%.  The average loan
balance of the loans in the pool is approximately $492,190.

The three states that represent the largest portion of the loans
in the pool are:

          * California (24.46%),
          * Maryland (8.59%), and
          * Virginia (6.45%).

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

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

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers
except in the case of 9.5% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly-owned
subsidiary of the master servicer.  Approximately 24.6%, 17.4% and
17.2% of the mortgage loans were purchased from National City
Mortgage Company, Provident Funding Associates, L.P. and Suntrust
Mortgage, Inc., respectively, each an unaffiliated seller.  Except
as described in the preceding sentence, no unaffiliated seller
sold more than approximately 8.1% of the mortgage loans to
Residential Funding.  Approximately 24.6% of the mortgage loans
are being subserviced by National City Mortgage Company.
Approximately 33.9% of the mortgage loans are being subserviced by
HomeComings Financial Network, Inc. (rated 'RPS1' by Fitch).

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


RIVERSIDE FOREST: Tender Completed & Moody's Withdraws Ratings
--------------------------------------------------------------
Moody's Investors Service withdrew Riverside Forest Products
Limited's B2 senior unsecured rating, its B2 senior implied rating
and its B2 issuer rating.  This action follows the successful
tender offer by Riverside for all of its outstanding bonds.  With
this action, Moody's no longer rates Riverside.

Riverside Forest Products is a British Columbia, Canada based
company engaged in the forestry industry.


ROBOTIC VISION: Ancora Completes Semiconductor Business Purchase
----------------------------------------------------------------
Ancora Management LLC completed the purchase of the assets of
Robotic Vision Systems, Inc.'s Semiconductor Equipment Group.  The
sale of SEG was approved by the U.S. Bankruptcy Court for the
District of New Hampshire. The business will operate as RVSI
Inspection LLC and will continue to be based in Hauppauge, Long
Island.  Charles Evans, Ancora's Managing Member, will serve as
president of RVSI Inspection.

RVSI Inspection manufactures, sells and services the WS-series of
bumped wafer inspection systems and the LS series of assembled
Integrated Circuits inspection systems.

In an interview with Mr. Evans, he commented that "RVSI does
inspection better than anyone in the business.  It offers the best
technological approach to both lead scanning and wafer inspection;
its products offer superior price performance advantages.  We
believe that RVSI has great products and a great market position;
this is what the customers told us when we spoke to them prior to
completing the acquisition.  With the addition of Ancora's
financial depth and discipline, RVSI Inspection's Hauppauge staff
now has the chance to make and support those great products like a
true world-class company, a potential it has long strived for but
been unable to obtain."

Michael Gray, VP of Sales and Marketing, said, "Customers should
see rapid improvement in deliveries of systems and spares.
Customers will find that their needs are being addressed by many
of the same individuals and that the ongoing product development
will be handled by the same team that has full familiarity with
the product lines.  The employees of RVSI Inspection are excited
to be able to say that you can buy from us with the confidence
that we will be here for many years to come to support the product
and to deliver improved models as a result of our new ownership
structure."

Ancora Management LLC is located in Greenwich, Conn., and has made
investments in a number of operating companies including Great
Lakes MDF LLC and Cleveland Thermal LLC.

Headquartered in Nashua, New Hampshire, Robotic Vision Systems,
Inc. -- http://www.rvsi.com/-- designs, manufactures and markets
machine vision, automatic identification and related products for
the semiconductor capital equipment, electronics, automotive,
aerospace, pharmaceutical and other industries.  The Company,
together with its debtor-affiliate, filed for chapter 11
protection on Nov. 19, 2004 (Bankr. D. N.H. Case No. 04-14151).
Bruce A. Harwood, Esq., at Sheehan, Phinney, Bass + Green
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$43,046,000 in total assets and $51,338,000 in total debts.


S.A. HOLDING: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: S.A. Holding Company, LLC
             251 Livingston Avenue
             New Brunswick, New Jersey 08901

Bankruptcy Case No.: 05-19874

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Delilah's Den of S.A., Inc.                05-19876

Type of Business:  S.A. Holding Company, LLC, owns the real
                   property located at 3630 Route 35 North, in
                   South Amboy, New Jersey.  Delilah's Den of
                   S.A., Inc., owns and operates an adult club
                   on the property.

Chapter 11 Petition Date: March 30, 2005

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtors' Counsel: Michael F. Hahn, Esq.
                  William S. Katchen, Esq.
                  Duane Morris LLP
                  744 Broad Street, Suite 1200
                  Newark, New Jersey 07102
                  Tel: (973) 424-2047
                  Fax: (973) 424-2001

                   Total Assets           Total Debts
                   ------------           -----------
S.A. Holding
Company, LLC       $1 Mil. to $10 Mil.    $0 to $50,000

Delilah's Den of
S.A., Inc.         $100,000 to $500,000   $100,000 to $500,000

A.  S.A. Holding Company, LLC's Largest Unsecured Creditor:

    Entity                                Claim Amount
    ------                                ------------
Delilah's Den of S.A., Inc.                    $30,000
3630 Route 35
South Amboy, NJ 08879


B.  Delilah's Den of S.A., Inc.'s 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Joseph E. Shamy                               $157,250
7938 Wellwynd Way
Boca Raton, FL 33496

Sherrie Terrill                                $87,200
402 Cynwood Road
Absecon, NJ 08201

Delilah's of Philadelphia                      $53,000
100 Spring Garden Street
Philadelphia, PA 19123

Nick and Cindy Panaccione                      $35,320
17 Fielek Terrace
Parlin, New Jersey 08859

Silva Lighting and Sound Company               $26,427
2120 Branch Pike
Cinnaminson, NJ 08077

Anexus Insurance Company                       $14,000

Home Depot Company                              $9,200

Jeffrey Carpenter & Company                     $7,311

New Jersey Sales & Use                          $4,200

Mandelbaum Salsburg                             $3,457

ASCAP                                           $2,400

Food Quip - Quality Beverage Company            $2,400

Penn Jersey Paper Company                       $2,400

Poland Springs Nestle Waters                    $2,385

Ciffelli Disposal Company                       $1,200

Middlesex Water Company                           $900

Falgi Industries                                  $880

Asbury Park Press                                 $700

Gene's HVAC Services                              $600

George Haber                                      $600


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

   -- Cash Elections

      Valid elections to receive $50 in cash for each share of
      Sears, Roebuck common stock were made with respect to
      7,382,118 shares of Sears, Roebuck common stock;

   -- Stock Elections

      Valid elections to receive 0.5 of a share of Sears Holdings
      common stock for each share of Sears common stock were made
      with respect to 197,655,072 shares of Sears, Roebuck common
      stock; and

   -- Non-Elections

      No election was made with respect to 21,185,749 shares of
      Sears, Roebuck stock.

These elections were subject to proration calculations so that, in
the aggregate, 55 percent of the Sears, Roebuck shares outstanding
as of the closing on March 24, 2005, were converted into the right
to receive 0.5 of a share of Sears Holdings common stock per share
and 45 percent were converted into the right to receive $50 in
cash per share.  Based on these final results of the elections,
the merger consideration to be paid to Sears shareholders is as
follows:

   -- Cash Elections

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

   -- Stock Elections

      Sears, Roebuck shareholders who validly elected to receive
      Sears Holdings stock will receive 0.5 of a share of Sears
      Holdings common stock for approximately 62.95 percent of
      their shares and $50 in cash for approximately 37.05 percent
      of their shares with respect to which that election was
      made; and

   -- Non-Elections

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

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

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

In connection with the consummation of the merger, approximately
157.4 million shares of Sears Holdings common stock are being
issued to former Sears, Roebuck and Kmart shareholders and
approximately $5.1 billion in cash is being paid to former Sears,
Roebuck shareholders.

                About Sears Holdings Corporation

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

                          *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

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.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


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 assigned 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.


SIRIUS SATELLITE: Moody's Junks Proposed $250M Sr. Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 senior implied rating
and a SGL-3 speculative grade liquidity rating for SIRIUS
Satellite Radio, Inc., as well as a Caa2 rating for the proposed
$250 million senior unsecured notes due 2015.  Proceeds from the
transaction will be used to retire $63 million of the remaining
senior secured notes (15% senior secured discount notes due 2007
and 14.5% senior secured notes due 2009) as well as to fund
operations.

The ratings reflect the substantial business risk of a development
stage company, characterized by sizeable subscriber acquisition
costs and marketing expenditures, and the expectation that SIRIUS
will continue to burn cash in the near to intermediate term.
These risks are offset by the progress that SIRIUS has made to
date in expanding its subscriber base and our expectation that the
company's sizeable investments in programming and content and
relationships with auto manufacturers will serve to support
further growth.  The rating outlook is stable.

Moody's has assigned these ratings:

   -- a Caa1 senior implied rating;

   -- a Caa2 rating to the proposed $250 million senior unsecured
      notes due 2015;

   -- a Caa2 senior unsecured issuer rating;  and

   -- a SGL-3 speculative grade liquidity rating.

The rating outlook is stable.

The Caa1 senior implied rating reflects that SIRIUS is expected to
continue to burn through cash on the balance sheet, and may access
the capital markets to fund operations over the ratings horizon.
The ratings further incorporate the risks that additional fixed
expenditures (i.e. programming, headcount, and technology) will be
needed to support the company's growth, the challenge of prudently
managing subscriber acquisition costs, as well as, management's
short track record and the limited ability to predict the
company's cost structure.  The ratings also reflect the increasing
competition from XM Satellite, currently the satellite radio
industry leader, for auto manufacturer distribution agreements,
and technology.

The ratings are supported by:

   1. the success the company has had to date in growing its
      subscriber base (1.14 million subscribers at December 2004
      with over 800 thousand added during the year);

   2. the relationships and distribution agreements with auto
      manufacturers (exclusive arrangements with Daimler Chrysler,
      Ford and BMW), distribution deals with retailers (25,000
      retail points);

   3. investments in programming and content that differentiates
      SIRIUS from its competitor, XM Satellite (Howard Stern, NBA,
      NFL, NASCAR);

   4. the stable revenue stream associated with the company's
      subscription-based satellite radio service;  and

   5. access to the debt capital markets.

The stable outlook incorporates our expectation that SIRIUS will
continue to grow its subscriber base, balanced by our belief it
will burn cash until 2007 as the company attempts to attain a
critical mass of subscribers.  Additionally, while SIRIUS has made
significant upfront investment in programming and content, we do
not believe that this will translate into subscriber growth until
the intermediate term, given the long-dated nature of these
contracts (i.e. Howard Stern in 2006, NASCAR in 2007).  The
outlook may be revised to positive if the company's progress in
achieving free cash flow breakeven occurs sooner than Moody's
expects.  The ratings may face negative pressure if SIRIUS makes
any additional sizeable cash investment in programming.

SIRIUS' SGL-3 rating reflects the adequate liquidity profile as
projected over the next twelve months.  Given SIRIUS' rapid rate
of growth and the cash consumptive nature of this development
stage business, we expect the company to continue to burn cash
over the SGL twelve-month time horizon.  Pro forma for the
proposed debt issuance, SIRIUS will have about $850 million in
cash on the balance sheet.  Despite the lack of a liquidity
facility, we believe the company's significant cash balances will
provide an adequate cushion to fund operations, debt service, and
all capital expenditure requirements over the liquidity rating
time horizon.

The SGL-3 rating is also supported by absence of any near-term
maturities and a debt capitalization profile composed primarily of
convertible debt securities, which are primarily in the money,
reducing SIRIUS' potential cash interest burden.  Additionally,
Moody's believes that the company's assets, both satellites and
technical infrastructure, would be of little value in a distressed
scenario given their highly specialized purpose.

The Caa2 rating for the senior unsecured notes reflects their
contractual subordination to any future senior secured debt
issuances and the lack of subsidiary guarantees.  The one notch
difference from the Caa1 senior implied rating also reflects
Moody's expectation that Sirius will use its flexibility to access
the capital markets potentially with debt that ranks senior to the
$250 million of senior unsecured notes.

SIRIUS Satellite Radio, Inc., headquartered in New York, NY,
provides subscription-based satellite radio services in the US.


SPIEGEL INC: Files First Amended Plan & Disclosure Statement
------------------------------------------------------------
Several parties-in-interest filed objections to Spiegel, Inc. and
its debtor-affiliates' Disclosure Statement filed on February 18,
2005:

   * The lead plaintiffs in the securities class action filed in
     the United States District Court for the Northern District
     of Illinois on behalf of all persons who purchased the Class
     A Non-Voting common stock of Spiegel, Inc., between
     February 16, 1999, and June 4, 2002;

   * Deutsche Bank AG;

   * Capital Augusta Properties Limited Partnership; and

   * Macerich Company, The Forbes Company, Urban Retail
     Properties Co., Cadillac Fairview Corporation Limited
     (Canada), Consolidated Affiliates, The Prudential Insurance
     Company of America, and Gregory Greenfield & Associates.

(1) Lead Plaintiffs

The Lead Plaintiffs argue that the Disclosure Statement does not
contain sufficient information to enable a reasonable person to
make an informed judgment about the Debtors' Plan of
Reorganization.  The Plan and Disclosure Statement are ambiguous
and omit material facts that may mislead or preclude holders of
claims or interests from making an informed judgment about the
Plan.

The Lead Plaintiffs assert that the Disclosure Statement should
not be approved because it describes a plan that may improperly
release claims against non-debtors, including the Non-Debtor
Defendants in the Securities Class Action, and thus cannot be
confirmed.  With the myriad of definitions involving released
parties, the reasonable investor may be easily confused.

If the Debtors intend that the Lead Plaintiffs' claims against
non-debtors, including the Non-Debtor Defendants, are not
released under the Plan, then, to satisfy Section 1125(a) of the
Bankruptcy Code, the Lead Plaintiffs contend that the Disclosure
Statement and the Plan should affirmatively disclose that fact.

In addition, the Lead Plaintiffs note that the description of the
Securities Litigation in the Disclosure Statement is not
accurate.  The Lead Plaintiffs want the Securities Litigation
portion revised so as to reflect the correct class period --
between February 16, 1999 and June 4, 2002.  The Debtors
indicated that the Lead Plaintiffs purport to represent
shareholders who purchased Spiegel's common stock between
April 24, 2001, and April 4, 2002.

(2) Deutsche Bank

Deutsche Bank asserts that the Disclosure Statement requires
additional detail regarding the rationale behind the trading
restrictions and especially the escrow, especially in light of
the material negative impact that the trading restrictions and
escrow will have on Class 4 creditors who will receive 4.75% or
more of Eddie Bauer Holdings Common Stock.  In any case, Deutsche
Bank states that the escrow simply should be stricken from the
Plan.

Deutsche Bank explains that the Disclosure Statement is deficient
in at least three respects:

   (a) The Disclosure Statement does not adequately explain why
       the Debtors potentially seek to keep the trading
       restrictions in place for close to four years.  Generally,
       a debtor with significant net operating losses will have
       the restrictions in place for two years after the
       effective date of its plan.  If an ownership change for
       tax purposes occurs during this period, the reorganized
       debtor risks losing the use of all of its remaining pre-
       confirmation NOLs.  The trading restrictions prevent that
       occurrence.

   (b) The trading restrictions provide that a 4.75% Holder is
       required to give notice to Eddie Bauer, Inc., of a
       potential sale of Eddie Bauer Stock to any party who holds
       or would hold as a result of the sale of that stock.
       Absent Eddie Bauer's notice and approval, the sale is void
       ab initio.  However, it is not clear how a trading
       restriction actually would work.  Generally, stock is
       simply sold into the market, not to a particular party.
       The effect of this structure is likely to require 4.75%
       Holders to give notice of every sale to Eddie Bauer, not
       knowing whether the sale is to another 4.75% Holder.  If
       this is the intent of the provision, then the Disclosure
       Statement should so state.

       As an alternative, the trading restrictions should require
       that notice not be given by sellers but rather be given by
       buyers, since buyers know whether they hold or would be
       acquiring by the sale 4.75% of Eddie Bauer Stock.  For the
       most part, the trading restrictions in place during the
       Debtors' Chapter 11 cases for trading of claims, which has
       the same purpose as the Plan's proposed trading
       restrictions for Eddie Bauer Stock, does require that
       notice come from buyers not sellers.  If the structure is
       going to shift from buyers to sellers under the Plan and
       the effectuating documents, the Disclosure Statement
       should clearly indicate the reason for the change.

   (c) The operative documents governing post-confirmation
       trading restrictions should be filed at least 25 days in
       advance of the objection deadline for the Plan pursuant to
       Rule 2002(b) of the Federal Rules of Bankruptcy Procedure.
       As with many complicated tax-driven provisions, the "devil
       is in the details" with respect to the propriety of the
       provisions that will be proposed by the Debtors.  As such,
       and given the central nature of these provisions to the
       Plan as well as the potential serious negative impact the
       provisions could have on the 4.75% Holders' own property,
       all parties should be entitled to have as much time as
       possible to review the operative documents.  This will
       help ensure that the trading restrictions truly are
       narrowly tailored so as to not inappropriately interfere
       with the property rights of third parties.

(3) Capital Augusta

Capital Augusta is the landlord to the premises leased by Eddie
Bauer in The Marketplace at Augusta.  Capital Augusta wants the
Disclosure Statement and the Plan amended to provide:

    -- adequate notice to all landlords regarding the rejection
       of leases; and

    -- sufficient time for landlords to file proof of claim forms
       seeking rejection damages.

Capital Augusta notes that the Disclosure Statement provides that
the Debtors will identify all unexpired leases which they intend
to assume in a Plan Supplement, and that all unexpired leases not
specifically identified in the Supplement will be deemed rejected
upon entry of the Confirmation Order.  The Debtors are not
required to provide landlords with either specific notice of
lease disposition, or with a copy of the Supplement.  There is
also no requirement that the Debtors provide notice to landlords
of any subsequent changes to the Supplement after its initial
posting, even if those changes impact lease disposition.

Capital Augusta contends that the Debtors' ability to alter the
Supplement up to and including the Effective Date of the Plan
without additional notice to landlords is unreasonable and may
prejudice the landlords' ability to timely file lease rejection
claims.

The Plan requires that proofs of claim related to the rejection
of leases must be filed within 30 days after the entry of an
order rejecting the lease.  Since the Effective Date may not
occur until more than 30 days after entry of the Confirmation
Order, Capital Augusta points out that the Debtors may
conceivably reject a landlord's lease subsequent to the Bar Date
for filing a lease rejection claims.

The Disclosure Statement provides that the Debtors may withhold
payment of cure of defaults for assumed leases until the entry of
a "Final Order" of the Bankruptcy Court "resolving the dispute
and approving the assumption."  Capital Augusta tells the Court
that the Disclosure Statement fails to provide for a procedure by
which the Debtors will notify the landlords of the proposed cure
amounts.  The Disclosure Statement further fails to provide for a
procedure to raise any cure disputes with the Court.

Capital Augusta wants the Debtors to amend the Disclosure
Statement and the Plan to adequately address notice issues
surrounding the procedure for determining cure amounts for
assumed leases.

(4) Shopping Center Owners & Managers

Macerich, Forbes Company, Urban Retail, Cadillac Fairview,
Consolidated Affiliates, Prudential Insurance, and Gregory own or
manage numerous shopping center locations wherein the Debtors are
or were a retail tenant pursuant to unexpired non-residential
real property leases.  The Shopping Center Owners and Managing
Agents assert that the Debtors' Disclosure Statement, as
presented, does not satisfy Section 1125 of the Bankruptcy Code
and does not address various issues of critical import to the
Landlords, making it impossible for creditors to make an informed
decision on the Plan or reorganization prospects.  The Owners and
Managers tell the Court that the Disclosure Statement does not
adequately disclose when the Debtors will determine whether to
assume, assume and assign, or reject leases.  The Disclosure
Statement also fails to estimate cures or to delineate any
procedure to resolve cure disputes.

            Debtors Amend Plan & Disclosure Statement

To address the majority of the objections to their Disclosure
Statement, on March 28, 2005, the Debtors filed an amendment to
their Joint Plan of Reorganization and Disclosure Statement to
provide clarification and additional information.

The Debtors also amended the Plan to reflect changes made since
the Plan and the Disclosure Statement were filed with the Court
on February 18, 2005.  The Debtors included in the Plan a
detailed process for providing notice of their intention to
assume executory contracts and unexpired leases and determine and
resolve related cure payments.

The Debtors clarify in the Disclosure Statement that certain of
the non-debtor releases set forth in the Plan do not release the
claims asserted against the Debtors in the Federal Securities
Class Actions.  The Debtors added an additional section to the
Disclosure Statement providing greater detail with respect to and
the rationale behind the share restrictions and escrow.

                Cases Transferred to Judge Lifland

The Debtors disclose that the Honorable Judge Burton R. Lifland
will be presiding over their bankruptcy cases following the
approval of the Disclosure Statement explaining their Plan.

                   Canadian Confirmation Order

On April 1, 2005, Spiegel Group Teleservices-Canada, Inc., and
Eddie Bauer of Canada, Inc., will ask the Ontario Superior Court
of Justice in Canada to approve the Disclosure Statement and
confirm the Plan.  The Debtors hope to obtain the Canadian
Confirmation Order by June 3, 2005.

                    Class 4 Estimated Recovery

Assuming that the Debtors and the Official Committee of Unsecured
Creditors determine that the requirements of Section 382(1)(5) of
the Internal Revenue Code are met, the Debtors tell the Court
that the estimated recoveries of claims in Class 4 will be:

      * General Unsecured Claims: 91%
      * Otto Entity General Unsecured Claims: 82.8%
      * SHI Unsecured Claims: 2.3%

Assuming that the Debtors and the Creditors Committee determine
that the requirements of Section 382(1)(5) of the Tax Code cannot
be met and the Debtors and the Creditors Committee determine to
apply Section 382(1)(6), the estimated recoveries of Class 4
claims will be:

      * General Unsecured Claims: 85.3%
      * Otto Entity General Unsecured Claims: 77.0%
      * SHI Unsecured Claims: 2.3%

                     Class 6 Equity Interests

The Debtors clarify that Class 6 will consists of all Equity
Interests in Spiegel and all claims arising from the rescission
of a purchase or sale of a security of a Debtor or for damages
arising from the purchase or sale of security, including but not
limited to the Claim asserted in the Debtors' cases on behalf of
"Purchasers of Class A Non-Voting Common Stock of Spiegel, Inc.,
between February 1, 1999 to June 4, 2002, inclusive," as set
forth in Claim No. 2971.

              Trading of Eddie Bauer Holdings Stock

Pursuant to the Amended Plan and Disclosure Statement, as of the
Effective Date, Eddie Bauer Holdings, Inc., will be authorized to
issue 100 million shares of Eddie Bauer Holdings Common Stock,
par value $0.01 per share, of which:

   (i) approximately 30 million shares will be distributed to
       holders of Allowed Claims in Class 4; and

  (ii) 2.1 million shares will be reserved for issuance under a
       Management Stock Incentive Program.

Eddie Bauer Holdings will use commercially reasonable efforts to
have the Eddie Bauer Holdings Common Stock listed for trading on
an exchange or The NASDAQ as soon as practical after the
Effective Date.  As part of this listing process, Eddie Bauer
Holdings must file with the Securities and Exchange Commission
and have effective a registration statement under the Securities
Exchange Act of 1934, as amended.  As part of the registration
statement, Eddie Bauer Holdings must provide audited annual
financial statements primarily comprised of balance sheets -- two
most recent fiscal years -- and income and cash flow statements
and unaudited interim quarterly financial statements prepared in
accordance with generally accepted accounting principles in the
United States.

The Debtors relate that Eddie Bauer Holdings is actively
considering issues relating to the financial statements that may
be required under GAAP including whether Eddie Bauer Holdings,
solely for accounting purposes, may be viewed as the successor
company to Spiegel, under GAAP and be required to reflect in its
financial statements various businesses of Spiegel, such as
Newport News, Spiegel Catalog and First Consumers National Bank
and related entities that will not be a part of the Reorganized
Debtors.  Eddie Bauer Holdings is working to resolve these
issues, but cannot provide any assurances as to when and how the
issues will be resolved.

The Debtors warn that there may be a substantial time delay
between the Effective Date and the date Eddie Bauer Holdings
Common Stock may be approved for trading through Nasdaq.

             Rationale for Share Restrictions, Escrow
                  & Limit on Their Effectiveness

The Certificate of Incorporation for Eddie Bauer Holdings will
require persons seeking to acquire or accumulate 4.75% or more of
the Eddie Bauer Holdings stock and persons who already own 4.75%
of that stock and seek to acquire additional shares to give prior
notice of that proposed acquisition to Eddie Bauer Holdings.
Eddie Bauer Holdings may object to that proposed acquisition
based on its reasonable assessment that the acquisition would
jeopardize the use of the NOLs.

James M. Brewster, Senior Vice President and Director of Newport
News, Inc., explains that this mechanism permits all Eddie Bauer
Holdings shareholders, including 4.75% Shareholders, to freely
dispose of their shares in transactions that would not result in
the creation of a new 4.75% Shareholder or the increase in share
ownership by an existing 4.75% Shareholder.

Under Section 382 of the Tax Code and the Treasury regulations,
however, when a 5% Shareholder disposes of any shares, there will
be an increase in the ownership of shares by 5% Shareholders even
if the sale is to a non-5% Shareholder because non-5%
Shareholders are aggregated into one or more "public groups" that
are treated as separate 5% Shareholders.  Thus, if 5%
Shareholders own more than 50% of the Eddie Bauer Holdings stock
on the Effective Date and all of those shareholders disposed of
those shares in those transactions, then, under the "public
group" provisions, an ownership change could result, potentially
eliminating Eddie Bauer Holdings' ability to use the NOLs.

"It is precisely this situation that the additional sale
restriction . . . is intended to address," Mr. Brewster says.

Mr. Brewster adds that the escrow arrangement is necessary, as a
practical matter, to administer and enforce the Additional Sale
Restriction.

Under the Additional Sale Restriction, the Certificate of
Incorporation of Eddie Bauer Holdings will also provide that up
to 10% of the Eddie Bauer Holdings stock held by 4.75%
Shareholders on the Effective Date cannot be disposed of by the
4.75% Shareholders to any person -- regardless of whether the
person is a 4.75% Shareholder or would become a 4.75% Shareholder
as a result of acquiring such shares -- without Eddie Bauer
Holdings' prior consent.  The Additional Sale Restriction is
designed to prevent the disposition of shares in situations where
that disposition could result in a disposition of more than 50%
of the Eddie Bauer Holdings stock by 5% Shareholders.  Because
Eddie Bauer Holdings may not have complete knowledge of the
ownership of its stock, the Additional Sale Restriction is
designed with some "cushion," applying to 4.75% Shareholders and
calculating the restricted amount to prevent 47.5% transfers or
more of the Eddie Bauer Holdings stock.

Mr. Brewster states that the escrow arrangement would require
4.75% Shareholders to place into escrow the portion of their
shares subject to the Additional Sale Restriction.  Without the
escrow arrangement, it would be highly impractical to administer
and enforce the Additional Sale Restriction.

Based on Claims held by Creditors as of February 18, 2005,
creditors that would become 4.75% Shareholders would receive, in
the aggregate, approximately 46% of the Eddie Bauer Holdings
Common Stock.  If, as of the Effective Date, 4.75% Creditors will
receive, in the aggregate, no more than 47.5% of the Eddie Bauer
Holdings Common Stock, then the Debtors anticipate that no
Additional Sale Restriction and no escrow of the Eddie Bauer
Holdings Common Stock will be necessary.

If, however, as of the Effective Date, an additional creditor or
current 4.75% Creditors have increased their holdings, in the
aggregate, by 5% of the Eddie Bauer Holdings Common Stock, then
approximately 7.3% of the 4.75% Creditors' shares would be
subject to the Additional Sale Restriction and placed in escrow.
If the cumulative increase in Eddie Bauer Holdings stock to be
held by new or current 4.75% Creditors on the Effective Date were
approximately 6.4%, then 10% of the 4.75% Creditors' shares, the
maximum permissible amount, would be subject to the Additional
Sale Restriction and placed in escrow.

Under the Plan, the amount of shares subject to the Additional
Sale Restriction and placed in escrow may not exceed 10% of the
4.75% Creditors' Eddie Bauer Holdings Common Stock.  Therefore,
if, as of the Effective Date, 4.75% Creditors hold in excess of
approximately 52.4% of the Eddie Bauer Holdings Common Stock, an
Additional Sale Restriction of 10% would not be sufficient to
preclude the possibility of an ownership change.  If Section
382(l)(6) of the Tax Code treatment is applied, there would be no
share transfer restrictions and no escrow arrangement.  Under
Section 382(l)(6), Eddie Bauer Holdings would be limited in its
ability to use its net operating losses each year to an amount
equal to the product of the long-term tax-exempt bond rate
multiplied by the value of Eddie Bauer Holdings' equity at the
time of the ownership change.

Under the Trading Order with respect to Claims, no person can
acquire or accumulate more than $61 million of Claims without
notifying the Court and the Debtors.  The Debtors reserve the
right to challenge any proposed transfer that would increase the
amount of Claims held by the 4.75% Creditors.  However, it cannot
be predicted whether the Debtors would be successful in any
challenge.

                     Assumption of Contracts

The Amended Plan and Disclosure Statement further indicate that
there can be no assurance that Reorganized Eddie Bauer will be
successful in its efforts to assume executory contracts or
unexpired leases.  The assumption of executory contracts of the
Canadian Debtors or unexpired leases of Canadian real property
will be subject to the Canadian Confirmation Order or other Order
of the Canadian Court authorizing assumption of those executory
contracts or unexpired leases.

                   Loan and Security Agreement

The Debtors note that "termination date" of the Second Amended
and Restated Loan and Security Agreement and the "closing date"
of the Loan and Security Agreement will both occur on the
Effective Date.

If there are any Letters of Credit outstanding under the Second
Amended and Restated Loan and Security Agreement or any unpaid
Obligations under the Second Amended and Restated Loan and
Security Agreement:

   (a) to the extent there are any undrawn Letters of Credit
       issued under the Second Amended and Restated Loan and
       Security Agreement outstanding on the Effective Date, the
       Debtors or Reorganized Debtors, as the case may be, will
       either deposit with the Agent under the Second Amended and
       Restated Loan and Security Agreement cash in the amount of
       105% of the face amount of each undrawn Letter of Credit
       or provide to the Agent a "Supporting Letter of Credit"
       for each outstanding Letter of Credit or, at the option of
       the Debtors and the Agent under the Working Capital
       Facility, will be deemed to constitute Letters of Credit
       issued under the Working Capital Facility;

   (b) to the extent there are any unpaid obligations under the
       Second Amended and Restated Loan and Security Agreement on
       the Effective Date of the Plan, those obligations will be
       repaid by the Debtors on the Effective Date; and

   (c) with respect to the cash, if any, deposited with the Agent
       with respect to undrawn Letters of Credit that were
       outstanding on the Effective Date, any Cash that was
       deposited with the Agent with respect to a Letter of
       Credit that eventually expires without being drawn will be
       promptly delivered by the Agent to Reorganized Eddie Bauer
       at the expiration of any Letter of Credit.

A full-text copy of the Debtors' First Amended Joint Plan of
Reorganization is available for free at:

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

A full-text copy of the Debtors' First Amended Disclosure
Statement explaining the Plan is available for free at:

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

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: Court Approves Amended Disclosure Statement
--------------------------------------------------------
The Honorable Cornelius Blackshear of the U.S. Bankruptcy Court
for the Southern District of New York finds that Spiegel, Inc.,
and its debtor-affiliates' Disclosure Statement, as amended,
contains "adequate information" within the meaning of Section 1125
of the Bankruptcy Code.  On March 29, 2005, Judge Blackshear
approved the Amended Disclosure Statement for distribution to
parties-in-interest entitled to vote on the Debtors' Plan of
Reorganization.

The Debtors are authorized to file a Plan Supplement by May 3,
2005.  The Plan Supplement will contain, among other things:

   (i) forms of the Creditor Trust Agreement, the Eddie Bauer
       Holdings, Inc. Certificate of Incorporation, the Eddie
       Bauer Holdings, Inc. Bylaws, and the Securitization Note;

  (ii) the principal terms and conditions of the Senior Debt
       Facility, if applicable, and the Working Capital Facility;

(iii) the identity of the proposed senior officers and directors
       of Eddie Bauer Holdings, Inc.;

  (iv) the identity and compensation of any insiders to be
       retained or employed by Eddie Bauer Holdings, Inc.;

   (v) a schedule of executory contracts and unexpired leases to
       be assumed pursuant to the terms of the Plan; and

  (vi) a list of the Eddie Bauer Holdings Rights of Action.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STELCO INC: Gets Court Approval to Tap Capital Markets for Funds
----------------------------------------------------------------
Stelco Inc. (TSX:STE) received Court authorization to access the
capital markets in pursuit of new capital in the form of equity or
a combination of debt and equity.

At a hearing held on March 30, the Superior Court of Justice
(Ontario) discontinued the previous capital raising process as it
relates to the Company's integrated steel business and authorized
the Company, with the assistance of its advisors, to seek to raise
new money in the capital markets.

Hap Stephen, Stelco's Chief Restructuring Officer, said, "We
believe that capital markets will provide the money we need to
fund key projects, to support a restructuring plan, and to
facilitate our successful emergence from the CCAA process."

The Company indicated that the amount of capital it is able to
raise will be determined, in part, by the markets' views of the
Company's restructuring plan and its future prospects, including
resolution of Stelco's pension liability.  As a result, Stelco
will continue its ongoing discussions with key stakeholders to
seek a level of consensus concerning a restructuring plan that
will support its capital-raising activity.  The Company will seek
to file a restructuring plan with the Court as quickly as
practicable, hopefully before or by May 30, 2005.

The Company also sought and was granted approval to proceed with
the previously-disclosed agreement to sell its 40% ownership
interest in the Camrose Pipe Company to Canadian National Steel
Corporation, a subsidiary of Oregon Steel, which owns the other
60% of Camrose.

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


SUMNER GLADSTONE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sumner M. Gladstone
        dba Macanudo Realty Trust
        6140 Sun Boulevard, Unit 3
        Saint Petersburg, Florida 33715

Bankruptcy Case No.: 05-05287

Chapter 11 Petition Date: March 23, 2005

Court: Middle District of Florida

Judge: Alexander L. Paskay

Debtors' Counsel: Buddy D Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, Florida 33609
                  Tel: (813) 877-4669

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
CPS Group/EJ                  1999 Kobelco               $38,134
File #55603                   Excavator
Los Angeles, CA               Value of Security:
90074-5603                    25,000

Builders Insulation           Labors &                   $23,755
PO Box 5111                   Materials for
Manchester, NH 03108          insulation
                              (Macanudo)

Efficiency Production,        Rental of                  $22,506
Inc.                          Equipment
658 Hull Road                 (Macanudo)
Mason, MI 48854

Ford Motor Credit             2002 F150                  $15,142
                              Lxt Pickup
                              Value of Security:
                              13,000

Bedford Design                Engineering                $10,000
Consultation                  (Macanudo)

Cote Electrical Svc.          Labor &                   $10,000
                              materials for
                              electrical
                              (Macanudo)

Superior Fire Protection      Labor &                     $6,360
                              for fire sprinklers
                              (Macanudo)

Capital One Bank              Credit Card                 $4,857

Southworth Milton             Rental of                   $4,120
                              equipment
                              (Macanudo)

American Landscaping          Labor for                   $4,056
                              road work
                              (Macanudo)

Capital One, FSB              Credit Card                 $3,750

Ford Motor Credit             1998 E350                   $3,410
                              Ford Van
                              Value of Security:
                              1,500

Hooksett Equipment Rental     Rental of                   $3,010
                              equipment
                              (Macanudo)

Waste, Inc.                   Rental of                   $1,021
                              equipment
                              (Macanudo)

Bunce Industries              Rental of                     $840
                              equipment
                              (Macanudo)

Capital One Bank              Credit Card                   $787

American Express              Credit Card                   $403

Ronald Natoli, PLS            Surveying                     $350
                              (Macanudo)

Capitol One Bank              Credit Card                   $152

C. George Elanjian            Architect                      $50
                              (Macanudo)


SUMNER GLADSTONE: Marjem Mortgage Asks Court for Sanctions
----------------------------------------------------------
Marjem Mortgage Corporation says Sumner Gladstone, Macanudo Realty
Trust, or whatever it's name-du-jour might be, is a bad faith
debtor that doesn't deserve any of the protections afforded by the
Bankruptcy Code.  Marjem charges that the Debtor has maintained a
course of conduct in state court foreclosure litigation and now
through three bankruptcy cases designed to evade and delay as
opposed to having some legitimate purpose.  Marjem asks the
Honorable Alexander L. Paskay to dismiss the Debtor's latest
chapter 11 case, transfer the case from Florida to Massachusetts
so it can be dismissed there, or terminate the automatic stay to
allow a foreclosure sale in New Hampshire to go forward promptly.

Stephen F. Gordon, Esq., and Leslie F. Su, Esq., at Gordon Haley
LLP in Boston, and Steven M. Berman, Esq., at Berman & Norton
Breman, in Tampa, represent Marjem Mortgage Corporation.  Marjem's
lawyers tell the Bankruptcy Court that this is Sumner's third
Chapter 11 case and it was filed for the sole purpose of stalling
the foreclosure sale in New Hampshire.  The foreclosure had been
ordered to proceed by the New Hampshire Court less than twenty-
four hours prior to the filing of the third chapter 11 case in
Florida.

Mr. Berman tells Judge Paskay that the first petition, filed under
the name of Macanudo Realty Trust, was dismissed as being the
alter-ego of Sumner Gladstone.  The second petition, filed as
Sumner Gladstone, was dismissed on the Debtor's ore tenus motion
to the U.S. Bankruptcy Court in Massachusetts.

Mr. Berman tells the Court that Marjem Mortgage is the Debtor's
only secured creditor and holds of the vast majority of the
Debtor's total debt.

Marjem argues that this third chapter 11 case should be dismissed
for three reasons:

      (1) the Debtor is not eligible to be a debtor under the
          Bankruptcy Code;

      (2) it's a bad faith filing; and

      (3) it's a classic example of "New Debtor" Syndrome.

Marjem Mortgage also asks the Court to impose sanctions against
the First, Second and Third Debtors and their bankruptcy counsel,
personally, in an amount equal to the excess costs, expenses and
attorneys' fees incurred by Marjem as a result of the Debtor's
conduct.  Marjem says the Debtor and its lawyers have unreasonably
and vexatiously multiplied the proceedings necessary to resolve
the Debtor's mortgage default.

Headquartered in Saint Petersburg, Florida, Sumner N. Gladstone,
filed for chapter 11 protection on March 16, 2005 (Bankr. M.D.
Fla. 05-04769).  Buddy D. Ford, Esq., in Tampa, Florida,
represents the Debtor.  When Sumner N. Gladstone filed for
protection, it estimated assets and liabilities of $1 million to
$10 million.


SUSQUEHANNA AUTO: S&P Assigns BB- Rating on $11 Mil. Class D Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Susquehanna Auto Lease Trust 2005-1's $329.42 million asset-backed
notes.

The reflect credit enhancement provided by an initial reserve
account balance of 3.0% building to a nonamortizing target level
of 6.0%; subordination of 11.25% for the class A notes, 6.50% for
the class B notes, and 3.25% for the class C notes; and excess
spread.  All percentages are measured in terms of the initial
securitization value of the leases.

The ratings are also based on the characteristics of the leases to
be securitized, the strong credit profile of the lessees, and a
sound legal structure.  As part of the cash flow analysis,
Standard & Poor's stresses the potential decline in residual value
of the off-lease vehicles commensurate with the rating category.


                            Ratings Assigned
                   Susquehanna Auto Lease Trust 2005-1

                 Class        Rating        Amount (mil. $)
                 -----        ------        ---------------
                 A-1          A-1+                   80.500
                 A-2          AAA                   115.000
                 A-3          AAA                   106.675
                 B            A                      16.175
                 C            BBB                    11.070
                 D*           BB-                    11.070

             *Not publicly offered and is not part of the
              $329.42 million.


TEKNI-PLEX: Gets Waiver Extension on Existing Credit Agreement
--------------------------------------------------------------
Tekni-Plex, Inc., obtained, until April 30, 2005, the waiver of
compliance with certain covenants contained in its existing credit
agreement.  The waiver continues to be conditioned upon the
Company raising a minimum of $18 million of additional equity
financing.

As previously announced, as of December 31, 2004, the Company was
in violation of the minimum fixed charge coverage ratio covenant
and the minimum consolidated EBITDA covenant contained in the
Company's credit agreement.  The lenders under the credit
agreement agreed to waive compliance with those covenants until
March 31, 2005, subject to the Company raising a minimum of
$18 million in additional equity financing.  That waiver has now
been extended until April 30, 2005.  If the Company fails to
obtain the additional equity by April 30, 2005 and is unsuccessful
in obtaining a further waiver from the lenders, the Company will
be in default under its credit agreement.  The Company is in
continuing discussions with potential equity investors.

                          *     *     *

Tekni-Plex is based in Coppell, Texas.  The Company's balance
sheet dated Dec. 31, 2004, shows $728 million in assets and a $114
million shareholder deficit.

As reported in the Troubled Company Reporter on Feb. 21, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Tekni-Plex, Inc., to 'CCC+' from 'B-', and placed the
rating on CreditWatch with negative implications.

Other ratings were also lowered and placed on CreditWatch with
negative implications.  This follows the company's disappointing
operating results for the second quarter of fiscal 2005, strained
liquidity, and violation of financial covenants under its credit
agreement for the period ended Dec. 31, 2004.

"The CreditWatch placement reflects heightened concerns regarding
the company's ability to preserve access to its credit facility,
its strained liquidity given its upcoming interest payments, and
deterioration in the company's already stretched and highly
leveraged financial profile," said Standard & Poor's credit
analyst Liley Mehta.


TEXAS STUDENT: Moody's Rating on $35M Bonds to Ba2 from Ba1
-----------------------------------------------------------
Moody's Investors Service has downgraded the underlying rating on
approximately $35 million Texas Student Housing Authority Student
Housing Revenue Bonds (Austin, Texas Project), Senior Series 2001A
to Ba2 from Ba1 and affirms the Ba3 rating on $2 million Junior
Series 2001B bonds.  The Senior 2001A bonds are insured by MBIA.
The outlook on both series of bonds is negative.  The downgrade is
based on a continued weak debt service coverage levels.

Strengths:

** The project has a debt service reserve fund that is fully
   funded at maximum annual debt service and management does not
   expect to need to tap it for the July 31, 2005 payment;

** Asset Campus Housing has taken over property management;  and

** As of February 2005, occupancy has improved to 92%, however,
   concessions are high.

Challenges:

** Softening in the submarket has led to significant competition
   with the conventional rental properties including rent declines
   and concessions;

** Debt service coverage is very weak at 0.83x and 0.82x for the
   senior and subordinate bonds;  and

** The project is a 282 unit/768 bed student housing rental
   property in Austin, Texas and is not affiliated with any
   university.  As such, it receives no direct or indirect
   support from any university and is subject to general real
   estate pressures similar to any other uninsured and
   unsubsidized rental property.

Outlook:

** The rating outlook on the bonds is negative given the continued
   weak debt service coverage given significant concessions
   necessary to attract students in the weak sub market.

What Could Change the Rating - UP

** Significant improvement in the debt service coverage will come
   as a result of improved occupancy, rent increases and
   reductions in concession.

What Could Change the Rating - DOWN

** Continued declines in debt service coverage or a tap of the
   debt service reserve fund.


THISTLE MINING: Files CCAA Plan & Increases DIP Financing to $27M
-----------------------------------------------------------------
The Ontario Superior Court of Justice extended the Thistle Mining
Inc.'s stay period under its restructuring case under the
Companies' Creditors Arrangement Act to June 30, 2005.

Thistle Mining Inc. commenced its restructuring on Jan. 7, 2005.

The Court also increased the authorized maximum principal amount
of the Company's debtor-in-possession financing to CDN$27 million.

Thistle also filed with the Court its proposed restructuring plan.
The plan provides inter alia for:

   (1) Two classes of affected creditors:

       (a) Class One, being the Meridian Creditors, the holders of
           claims in respect of Thistle's senior secured
           indebtedness; and

       (b) Class Two, being the Noteholder Creditors, consisting
           of the holders of claims relating to notes issued by
           Thistle.

   (2) The sale by Meridian Creditors to Thistle, or its security
       agent, of:

       (a) debt owing to Meridian Creditors by Thistle's
           subsidiaries totalling approximately US$54.2 million
           and interest thereon guaranteed by Thistle, and
           security therefor; and

       (b) debt owing to Meridian Creditors by a subsidiary of
           Thistle totalling approximately CDN$3.93 million and
           interest thereon.

   (3) In consideration for such sale, the Meridian Creditors will
       receive from Thistle, in aggregate:

       (a) secured notes evidencing indebtedness of US$20 million;

       (b) secured notes evidencing indebtedness of CDN$3.93
           million; and

       (c) 70% of Thistle's post-implementation equity.

   (4) The compromise of all claims of Noteholder Creditors,
       totalling principal of US$24,850,000 and interest thereon,
       in consideration for which Noteholder Creditors will
       receive 25% of Thistle's post-implementation equity.

   (5) The consolidation of existing shares of Thistle such that
       existing shareholders will retain 5% of Thistle's post-
       implementation equity.

   (6) The delivery by Thistle to Meridian Creditors of secured
       notes evidencing the debtor-in-possession financing which
       remains outstanding on implementation of the plan.

   (7) Releases in favour of the directors and other parties from
       all claims, except that the releases in favour of directors
       exclude claims that:

       (a) relate to contractual rights of creditors; or

       (b) are based on allegations of misrepresentation or of
           wrongful or oppressive conduct.

All Thistle's creditors, other than Meridian Creditors and
Noteholder Creditors, are unaffected creditors under the plan.
The plan provides that unaffected creditors will be paid in full
by Thistle.

The Court authorized, on March 30, 2005, the Monitor,
PricewaterhouseCoopers Inc., to call meetings of the Meridian
Creditors and Noteholder Creditors to be held in Toronto on
May 3, 2005, so that they may consider and vote on the plan.  The
Monitor will be forwarding meeting materials (including proxies
and an information circular) to known affected creditors. Certain
materials will also be available on the Monitor's website:

            http://www.pwc.com/brs-thistlemining/

Thistle Mining (TSX: THT and AIM: TMG) --
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.


TOWER AUTOMOTIVE: Asks Court to Set May 31 as Claims Bar Date
-------------------------------------------------------------
Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the Court will fix the time within which proofs of
claim must be filed in a Chapter 11 case pursuant to Section 501
of the Bankruptcy Code.  In addition, Bankruptcy Rule 3003(c)(2)
provides that any creditor:

    -- whose claim is not scheduled in the debtors' statements of
       financial affairs, schedules of assets and liabilities and
       schedules of executory contracts; or

    -- whose claim is scheduled as disputed, contingent, or
       unliquidated,

must file a proof of claim.

Accordingly, Tower Automotive, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
establish May 31, 2005, at 5:00 p.m. (prevailing Eastern Time) as
the last day and time by which proofs of claim must be filed in
their Chapter 11 cases.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
notes that fixing May 31, 2005, as the Bar Date will enable the
Debtors to receive, process and begin their analysis of
creditors' claims in a timely and efficient manner and will allow
all creditors ample opportunity to prepare and file proofs of
claim.

Each person or entity that asserts a prepetition claim against
the Debtors must file original, written proof(s) of claim so as
to be received on or before the Bar Date.  All proofs of claim
can be either:

     -- mailed to:

        Tower Automotive, Inc. Claims Processing
        United States Bankruptcy Court - SDNY
        P.O. Box 5209, Bowling Green Station
        New York, NY 10274-5209; or

     -- delivered by messenger or overnight courier to:

        Tower Automotive, Inc. Claims Processing
        United States Bankruptcy Court - SDNY
        One Bowling Green, Room 534
        New York, NY 10004-1408

These persons will not be required to file a proof of claim by
the Bar Date:

    (a) any person or entity that has already properly filed, with
        the Clerk of the United States Bankruptcy Court for the
        Southern District of New York, a proof of claim against
        the Debtors;

    (b) any person or entity:

        -- whose claim is listed on the Debtors' Statements of
           Financial Affairs, Schedules of Assets and Liabilities
           and Schedules of Executory Contracts;

        -- whose claim is not described on the Schedules as
           "disputed," "contingent," or "unliquidated";

        -- whose claim is asserted against a specific Debtor; and

        -- who does not dispute the amount or nature of the claim
           or the Debtor against whom the claim is asserted as set
           forth under the Schedules;

    (c) any person having a claim under Sections 503(b) and 507(a)
        of the Bankruptcy Code as an administrative expense of any
        of the Debtors' bankruptcy cases;

    (d) any person or entity whose claim has been paid in full by
        any of the Debtors;

    (e) a Debtor having a claim against another Debtor in these
        bankruptcy cases;

    (f) any person or entity that holds a claim that has been
        allowed by Court order entered on or before the Bar Date;

    (g) any person or entity whose claim is limited exclusively to
        the repayment of principal, interest and other applicable
        fees and charges on or under any bond or note issued by
        the Debtors pursuant to an indenture; and

    (h) any holder of a claim for which specific deadlines have
        previously been fixed by the Court.

The Debtors clarify that they are not seeking to set a bar date
for holders of equity interests.  Equity holders need not file a
proof of interest.  However, if any equity interest holder
asserts a claim against the Debtors, a proof of claim must be
filed on or before the Bar Date.

The Debtors propose that any holder of a claim against the
Debtors who is required, but fails, to file a proof of claim on
or before the Bar Date will:

    * be forever barred, estopped and enjoined from asserting a
      claim against the Debtors, and the Debtors and their
      property will be forever discharged from all indebtedness or
      liability with respect to the claim;

    * not be permitted to vote to accept or reject any plan of
      reorganization filed in the Debtors' cases; and

    * not be allowed to participate in any distribution in the
      Debtors' cases on account of the claim or to receive further
      notices regarding the claim.

The Debtors will mail a notice of the Bar Date Order to parties-
in-interest, on or before April 14, 2005.

The Debtors will publish the Bar Date Notice in the USA Today
(National Edition) and the Detroit Free Press/Detroit News, on
one occasion on or before May 6, 2005, 25 days prior to the Bar
Date, in satisfaction of Bankruptcy Rule 2002(a)(7).

Bankruptcy Services, LLC, is the authorized claims agent for the
Court with respect to the Debtors' cases.  Bankruptcy Services
will maintain the database containing the Debtors' Schedules, and
facilitate and coordinate the claims reconciliation and Bar Date
notice functions.

BSI intends to complete mailing of the Proof of Claim forms and
the Bar Date Notices by April 14, 2005.  All potential claimants,
therefore, will have approximately 45 days' notice of the Bar
Date for filing their proofs of claim.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.


TOWER AUTOMOTIVE: Deregisters Securities from the SEC
-----------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Tower Automotive, Inc., discloses that it previously
issued $125,000,000 principal amount of 5.75% Convertible Senior
Debentures due 2024 and registered for resale both the Debentures
and 28,875,025 shares of its Common Stock that are issuable upon
conversion of the Debentures if certain conditions are satisfied.

Registration Statement No. 333-119156 on Form S-3 was declared
effective on December 16, 2004.

Tower Automotive amends its Registration Statement to deregister
$124,349,000 principal amount of the Debentures and the
corresponding 28,724,644 shares of the Company's Common Stock
that are issuable upon the conversion of the Debentures and the
231 shares of the Company's Common Stock that were issued upon
the conversion of $1,000 principal amount of the Debentures prior
to March 25, 2005, which represents that portion of the
Debentures and the Shares that were not sold under the
Registration Statement.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.


TOWER AUTOMOTIVE: Wants to Extend Comerica Letters of Credit
------------------------------------------------------------
Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
tells the Honorable Allen L. Gropper of the U.S. Bankruptcy Court
for the Southern District of New York that Comerica Bank issues
certain synthetic letters of credit under Tower Automotive, Inc.,
and its debtor-affiliates' prepetition second lien facility.
Among others, Comerica has issued two letters or credit under the
Second Lien Facility for the benefit of the United States Fidelity
and Guarantee Co., c/o Discovery Managers, LTD, one of the
Debtors' insurance providers.  The L/Cs, which are aggregate
$21,275,000, support the Debtors' obligations under certain
current and former insurance policies with Discovery, including
workers compensation, auto and general liability policies.  The
L/Cs are currently set to expire today, April 1, 2005.

The L/Cs contain evergreen renewal clauses that provide for
automatic one-year renewals unless Comerica provides advanced
written notice of its intent to not renew.  By letter dated
February 23, 2005, Comerica informed Discovery that the L/Cs
would not be extended beyond April 1, 2005.  As a result, on
March 23, 2005, Discovery issued a conforming draw for the full
amount of the L/Cs to Comerica that instructed to make payment on
the draw on March 30, 2005.  Comerica, by letter dated March 24,
2005, informed the Debtors of Discovery's request to draw the
full amount under the L/Cs.

                           L/C Extensions

Discovery has confirmed to the Debtors that it will delay the
payment of its draw on the L/Cs if the Court approves an
extension.

Thus, the Debtors negotiated a 60-day extension to each of the
L/Cs with Comerica, subject to certain conditions, provided that
the Debtors pay:

    (a) Comerica's legal expenses related to the negotiation,
        documentation and implementation of the L/C extension and
        otherwise related to the Second Lien Letters of Credit;
        and

    (b) a 1/2-point extension fee on the $21,272,000 or $106,375
        to be committed under the L/C Extensions.

Accordingly, the Debtors seek the Court's authority to:

    -- enter into and perform under the L/C Extensions with
       Comerica; and

    -- pay Comerica's legal fees and extension fee.

Mr. Cantor tells the Court that funding Discovery's draw on the
L/Cs may have a significant and adverse impact on the Debtors and
their reorganization efforts.  "Any draw by Discovery under the
L/Cs may adversely impact the Debtors' current negotiations with
Discovery regarding the renewal of various insurance policies."

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.


TRUSTREET PROPERTIES: CNL Merger Prompts S&P to Affirm BB Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating for Trustreet Properties Inc. formerly CNL
Restaurant Properties Inc. following the recently completed merger
between CNL and U.S. Restaurant Properties Inc.

Additionally, Standard & Poor's affirmed its 'B+' rating on the
company's recently issued 7.5% senior notes due 2015 and the 'B'
rating previously assigned to Trustreet's preferred stock.

However, as a result of the expanded size of the company's secured
credit facility to $350 million ($175 million revolver/$175
million term loan) from $275 million, and ensuing lower collateral
coverage, the rating on the credit facility is lowered to 'BB'
from a preliminary 'BB+'. The recovery rating of '1' is affirmed
for this facility.  The outlook remains stable.

"The ratings for Trustreet reflect the company's expanding market
position in the triple-net restaurant segment, supported by the
size and diversity of Trustreet's portfolio, as well as the
breadth of its products and services," said Standard & Poor's
credit analyst George Skoufis.  "Credit weaknesses center around
the leveraged nature of the combination of the two companies,
which will result in a more highly leveraged balance sheet that
contributes to weak coverage measures, as well as some integration
risk.  Furthermore, financial flexibility is presently constrained
due to a highly encumbered/pledged portfolio."

The ratings are supported by a relatively predictable rental
income stream that is supported by a diverse tenant base operating
under long-term leases with modest, but steady rental bumps.
Income derived from Trustreet's specialty finance business is
considered less predictable, but does provide some additional cash
flow cushion.


UAL CORP: Inks $400,000 Settlement Pact with Best Western
---------------------------------------------------------
UAL Loyalty Services, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Illinois to approve a settlement with Best
Western International, Inc., that will resolve the adversary
proceeding between the parties.

Andrew S. Marovitz, Esq., at Mayer, Brown, Rowe & Maw, tells
Judge Wedoff that since the adversary proceeding was initiated,
ULS and Best Western have been cooperating in good faith to
settle this matter.  As a result of productive negotiations, the
parties agree that ULS will recover $400,000.  Best Western will
wire the money to:

              UAL Loyalty Services
              Account Number 1101955 at Bank One
              ABA # 071000013

Within 10 days of receiving the payment, ULS will authorize the
dismissal of the adversary proceeding.  The Participation
Agreement between the parties will be terminated.

Mr. Marovitz concedes that this amount is substantially greater
than the alleged pre-litigation settlement asserted by Best
Western.  Nevertheless, the Settlement should be approved because
ULS faces risks in taking the matter to trial.  While ULS is
confident in its position, ULS may either lose at trial or
receive a substantially reduced recovery.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  Employing 61,200 workers, United, United Express and
Ted operate more than 3,500 flights a day to more than 200 U.S.
domestic and international destinations from hubs in Los Angeles,
San Francisco, Denver, Chicago and Washington, D.C. The Company
filed for chapter 11 protection on December 9, 2002 (Bankr. N.D.
Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $24,190,000,000 in assets and
$22,787,000,000 in debts.  (United Airlines Bankruptcy News, Issue
No. 79; Bankruptcy Creditors' Service, Inc., 215/945-7000)


UAL CORP: U.S. Bank Holds $17.2 Million Allowed Aircraft Claim
--------------------------------------------------------------
On February 3, 2004, U.S. Bank, as Mortgagee, on behalf of
Dresdner Bank AG, New York Branch, as Lender, filed two partially
liquidated claims against UAL Corporation and its debtor-
affiliates -- Claim Nos. 43485 and 43484.  The Claims related to
Aircraft bearing Tail Nos. N385UA and N386UA, each asserting
$17,216,207.  On June 2, 2004 V4U-737X2 LLC purchased and
succeeded all rights, claims and interests of Dresdner to the
Aircraft.  The Debtors objected to the Claims.

The parties have reached a Stipulation that settles the Claims.
Pursuant to the Stipulation, Claim Nos. 43485 and 43484 are each
allowed for $17,216,207, less an amount to be determined, for
excluded payments.  If the Debtors default under the Stipulation,
V4U may assert additional administrative expense and general
unsecured claims.

The Debtors believe that they will benefit from the excluded
payments.  This will reduce the amount U.S. Bank asserts against
the Debtors without the need for further proceedings.  Additional
litigation will be complex and time-consuming.

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 AIRWAYS: Court Approves Investment Pact with Republic Airways
----------------------------------------------------------------
The Hon. Stephen S. Mitchell of the U.S. Bankruptcy Court for the
Eastern District of Virginia in Alexandria approved US Airways
Group, Inc.'s agreement with Republic Airways Holding, Inc., and
its majority shareholder, Wexford Capital LLC, on an equity and
financing package that includes a $125 million investment upon US
Airways' emergence from Chapter 11, in addition to options for
obtaining $110 million of other liquidity enhancements that would
be available prior to emergence to assist the airline in
completing its restructuring.

"The court's approval builds momentum toward the successful
implementation of our Plan of Reorganization and emergence from
Chapter 11," said Bruce R. Lakefield, US Airways president and
chief executive officer.  "This agreement with Republic is another
important step in our efforts to raise sufficient capital to
remain a strong competitor in the marketplace."

The agreement is contingent on US Airways securing $350 million in
new cash investment (including the $125 million from Republic and
the $125 million previously secured from Eastshore Aviation, LLC)
to finance the US Airways Plan of Reorganization, and other
conditions.  It also provides for representation on the US Airways
board of directors, and requires US Airways to amend and restate
its existing jet service agreement with Chautauqua, to assume that
agreement and to enter into a new jet service agreement with
Republic for regional jet feed using the Embraer 170 and 190
aircraft under the US Airways Express brand.

In addition, the agreement includes options for additional US
Airways financing subject to the consent and approval of the Air
Transportation Stabilization Board, including:

   -- US Airways may exercise an option to obtain approximately
      $110 million through the sale of certain assets, including
      10 EMB-170 aircraft owned by US Airways;

   -- three EMB-170 aircraft currently committed for delivery
      to US Airways;

   -- other EMB-170-related assets; 113 commuter slots at
      Ronald Reagan Washington National Airport; and 24 commuter
      slots at New York's LaGuardia airport.

   -- US Airways would assign to Republic leases for an additional
      15 EMB-170 aircraft, and would work with Republic to locate
      an Embraer heavy maintenance facility at an agreed upon
      location within the US Airways network.  Republic would
      enter into an RJ service agreement that would continue the
      operation of the aircraft as US Airways Express.  Republic
      also would simultaneously lease back the Washington and
      LaGuardia slots to US Airways.  At any time on or after the
      second anniversary of the slots sale/leaseback agreement, US
      Airways would have the right to repurchase the slots at a
      predetermined price.

   -- After the effective date of US Airways' Chapter 11 Plan, if
      US Airways does not exercise the slots sale/leaseback
      option, Republic could purchase/assume debt and leases for
      all 28 EMB-170 aircraft and to fly them as US Airways
      Express.  The net effect would be the sale of US Airways'
      MidAtlantic aircraft to Republic.  If either option is
      exercised, Republic will comply with the applicable
      provisions of all existing agreements with US Airways
      regarding MidAtlantic.  The aircraft would continue to fly
      under the US Airways Express brand, operated by Republic.

            Exclusive Plan Filing Period Extended

The court also extended until May 31, 2005, the date for US
Airways to have exclusive rights to file a Plan.  The request was
supported by the company's unsecured creditors committee and was
unopposed by other interested parties.

Republic Airways Holdings, based in Indianapolis, Indiana is an
airline holding company that operates Chautauqua Airlines, Inc.,
and Republic Airlines Inc.  Its principal operating subsidiary,
Chautauqua Airlines offers scheduled passenger service on more
than 700 flights daily to 76 cities in 32 states, Canada and the
Bahamas through code sharing agreements with four major U.S.
airlines.  All of its flights are operated under its major airline
partner brand, such as AmericanConnection, Delta Connection,
United Express and US Airways Express.  The airline employs more
than 2,600 aviation professionals.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


US AIRWAYS: Wants to Ink $125M Investment Pact with Wexford
-----------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask Judge Mitchell of
the U.S. Bankruptcy Court for the Eastern District of Virginia for
authorization to enter into an Investment Agreement with Wexford
Capital LLC, on its own behalf and on behalf of its affiliated
funds and managed accounts, and Republic Airways Holdings, Inc.
The Debtors also want to enter into an Amended and Restated Jet
Service Agreement with Chautauqua Airlines, Inc., an affiliate of
Republic.

After extensive negotiations, the Debtors, Wexford and Republic
have agreed to the terms and conditions of the Investment
Agreement, which includes an Equity Investment Option.  Under the
Option, the Debtors may cause Wexford and Republic to purchase
$125,000,000 in shares of common stock of Reorganized US Airways
Group Inc., which will represent at least 19.2308% equity
interest in Reorganized US Airways Group.  In exchange, Wexford
and Republic will receive rights and obligations for the transfer
and use of certain slots, gates, and related aircraft equipment.
In addition, the Debtors and Chautauqua Airlines will amend and
restate the 1999 Jet Service Agreement.

         Investment Agreement & Equity Investment Option

The key terms of the Investment Agreement and Equity Investment
Option provided for therein include:

Investor:          Wexford, and its affiliated funds and managed
                   accounts, and/or Republic.

Investment:        Shares of New Common Stock determined pursuant
                   to the Investment Agreement, subject to
                   adjustments.

Investment Price:  $125,000,000.

Business Plan:     The Debtors must reach agreement on a business
                   plan for Reorganized US Airways Group and
                   subsidiaries for 2005 to 2007.  Wexford and
                   Republic must sign off on any amendments to
                   the business plan.  If Reorganized US Airways
                   Group raises equity capital from a new
                   investor on similar terms, then US Airways
                   Group will have the right to terminate up to
                   10 ERJ-145 Aircraft flown under the Amended
                   and Restated Jet Service Agreement.

                   US Airways Group will grant Wexford and
                   Republic a right of first offer for any equity
                   securities offered under a Plan.  If the offer
                   is declined, US Airways Group may terminate up
                   to 10 ERJ-145 Aircraft under the Amended and
                   Restated Jet Service Agreement.

                   If US Airways Group chooses not to extend a
                   right of first offer to Wexford and Republic,
                   it forfeits the right to terminate the
                   10 ERJ-145 Aircraft.

Conditions:        1) In connection with its emergence from
                      bankruptcy, US Airways Group must have cash
                      equity investments of $350,000,000 million,
                      including loans converted to equity under
                      the DIP Facility provided by Eastshore
                      Aviation, LLC.

                   2) The Effective Date must be at least
                      December 31, 2005.

                   3) The Debtors must have exercised the Slots
                      Option and the purchase by Republic of the
                      10 ERJ-145 Aircraft.

                   4) These Chapter 11 cases must not have been
                      converted to a Chapter 7.

                   5) The collective bargaining agreements must
                      be in effect, without any material disputes
                      or arbitrations.

                   6) Wexford and Republic must have approved the
                      business plan for Reorganized US Airways
                      Group.

                   7) US Airways Group will deliver to Wexford
                      and Republic all operating and financial
                      reports that are delivered to the ATSB
                      Lender Parties.

Termination
Events:            Reorganized US Airways Group must close the
                   Investment Equity Option by December 31, 2005.
                   The Court must approve the Investment
                   Agreement and the other Transactions and the
                   Debtors must assume the Amended and Restated
                   JSA by April 20, 2005.

Fees & Expenses:   On the Effective Date, US Airways Group will
                   pay Wexford and Republic:

                   a) $735,000, if the Slots Option has been
                      exercised; and

                   b) $200,000, if the Slots Option has not been
                      exercised.

                   If the Investment Agreement terminates and
                   US Airways Group has not exercised the Slots
                   Option, US Airways Group will reimburse
                   Wexford and Republic for all fees and expenses
                   incurred in the negotiation, preparation,
                   execution and delivery of the Transaction
                   Documents, not to exceed $200,000.

Chautauqua
Prepetition
Claims:            To settle the 1999 Jet Service Agreement,
                   Chautauqua will hold an allowed prepetition
                   unsecured claim for $3,200,000 for claims
                   arising under the 1999 Jet Service Agreement.
                   US Airways Group will not have to cure any
                   default under the 1999 JSA.

Directors:         Wexford and Republic will have the right to
                   designate three members to the Board of
                   Directors of Reorganized US Airways Group, two
                   of which will be Independent Directors.  This
                   right will continue so long as Wexford and
                   Republic collectively hold more than 50% of
                   their initial investment in Reorganized US
                   Airways Group.  Wexford and Republic may
                   designate two members of the Board if they
                   maintain 30% of their initial investment and
                   one member as long as they hold 12% of the
                   initial investment.

                          Slots Option

US Airways Group will have an option to sell to Republic, and
license from Republic the right to use, 113 unrestricted commuter
slots at Ronald Reagan International Airport and 24 unrestricted
commuter slots at New York-LaGuardia Airport, subject to
Republic's purchase of the 10 ERJ-145 Aircraft.  Republic will
pay the Debtors $51,600,000 for the Slots, less legal fees and
expenses.

Republic will simultaneously enter into a Slots License
Agreement, under which US Airways Group will license the DCA
Slots at an annual rate, payable in arrears.  The Debtors will
also license the LGA Slots at an annual rate, payable monthly in
arrears, equal to the level monthly payment sufficient to fully
amortize the purchase price over the earlier of the term of the
New JSA and Slots expiration date, at an agreed annual interest
rate.

US Airways Group may exercise the Slots Option prior to the
Effective Date with 30 days' written notice to Republic, but not
later than December 31, 2005.

Reorganized US Airways Group will retain a Repurchase Option to
repurchase all of the DCA Slots for the original purchase price.
Reorganized US Airways Group may repurchase the LGA Slots for the
unamortized amount of the purchase price.  Reorganized US Airways
Group may exercise the Repurchase Option after the Effective Date
and prior to the expiration of the Slots License, or upon
termination of the JSAs.

                     Slots Security Interests

Republic will receive a perfected security interest and first
lien on the Repurchase Option and all proceeds to secure US
Airways Group's obligations under the JSAs.  Upon exercise of the
Repurchase Option, the Slots will be transferred to a bankruptcy
remote trust for the benefit of Reorganized US Airways Group,
subject to the Slots Security Interest.

The Slots Security Interest will expire two years after
Reorganized US Airways Group's exercise of the Repurchase Option.

                           Gates Option

If US Airways Group defaults under the Slots License or the JSAs
and no cure is produced within 30 days, Republic will have a
Gates Option to acquire US Airways Group's right, title and
interest in and to three gates at DCA and two gates at LGA.
Republic will pay the fair market value of US Airways Group's
rights to the Gates, determined as if no Gates Option existed,
with any dispute resolved by binding arbitration.

                      Approvals and Consents

US Airways Group's sale of the Slots and Gates must be approved
by regulators, applicable third parties and the Air
Transportation Stabilization Board Lender Parties.

                       Termination of JSAs

If US Airways Group defaults on the JSAs, the Slots License will
terminate and Wexford's damages will be limited to:

   (a) an administrative expense claim for any damages that arose
       before the date of breach;

   (b) a general unsecured prepetition claim for obligations due
       and payable after the date of breach; and

   (c) a general unsecured prepetition claim for damages.

                  Republic Aircraft Transaction

Upon closing of the Slots Option:

   (a) US Airways Group will sell to Republic 10 EMB-170
       aircraft;

   (b) US Airways Group will assume the leases for 15 EMB-170
       aircraft, which the Debtors are currently leasing from
       General Electric Capital Corporation and assign the leases
       to Republic; and

   (c) Republic will fly the aircraft as "US Airways Express."

If US Airways Group exercises the Slots Option and US Airways
Group, Republic and Embraer agree to the purchase of additional
aircraft from Embraer, US Airways Group will assume and assign
the Embraer Master Purchase Agreement.

As long as US Airways Group has 100% leasing financing available
to Republic, Republic will purchase three EMB-170 aircraft that
are committed to be delivered by Embraer.  US Airways Group will
retain its rights to all pre-delivery deposits for the EMB
Committed Aircraft.

If US Airways Group does not exercise the Slots Option, Republic
will have an Investor One-Time Option to purchase the 10 EMB-170
aircraft and the three EMB-170 aircraft.

Republic will pay $44,000,000 for the 10 EMB-170 aircraft, which
is the fair market value of the Debtors' equity, less:

   (1) any accrued maintenance costs;

   (2) any loss discovered through inspection of the aircraft not
       covered by warranty; and

   (3) adjusted upward for the pay down of debt.

The Sale/Leaseback will occur simultaneously with the Slots
Option.  US Airways Group will concurrently enter into a
leaseback for the 10 EMB-170 aircraft.

US Airways Group may assign the Leases to Republic only if all
cure obligations have been satisfied.

                  Purchase of Related Assets and
                Relocation of Maintenance Facility

If Republic acquires the EMB-170 aircraft and takes assignment of
the Leases, US Airways Group will sell Republic a flight
simulator and a cabin door trainer for $9,500,000.

US Airways Group will sell Republic certain spare parts and
tooling equipment for fair market value, not to exceed $5,00,000.
US Airways Group will relocate its EMB-170/-190 heavy overhaul
maintenance facility to a location east of the Mississippi River,
consistent with Republic maintaining low operating costs.

                     Amended & Restated JSA

US Airways Group and Chautauqua will enter into the Amended and
Restated JSA.  The Amended and Restated JSA provides for certain
cost-reductions for US Airways Group.  The parties will have the
right to terminate the number of aircraft subject to the Amended
and Restated JSA.

                             New JSA

If Republic purchases the 10 EMB-170 aircraft and assumes the
Leases for the Leased Aircraft, US Airways Group and Republic
will enter into the New JSA.  The New JSA is substantially
similar to the Amended and Restated JSA.

            Additional Regional Jet Aircraft Purchase

US Airways Group will have the option to cause Republic to
purchase and finance an additional six EMB-170 aircraft and 16
additional EMB-170 or EMB-190 aircraft.  Republic will operate
the aircraft under the name "US Airways Express."  This
transaction is subject to Republic's ability to secure adequate
financing.

                 Transactions Should Be Approved

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
tells Judge Mitchell that the Debtors will realize substantial
annual cost reductions from the Investment Agreement and JSAs.
The transactions represent a significant step towards the
Debtors' successful reorganization.  The sale/leasebacks,
purchase and sales, and assignment options will raise
approximately $110,000,000 in immediate cash, while relieving the
Debtors of almost $440,000,000 of debt and lease obligations,
while permitting the Debtors to continue to realize the benefits
of the slots and aircraft.  The Investment Agreement obligates
Wexford and Republic to purchase and finance additional regional
jet aircraft, which Republic will operate on behalf of US Airways
pursuant to a new jet service agreement.

The Debtors are not obligated to exercise the Equity Investment
Option, and are free to pursue other potential investment
opportunities with more attractive terms and conditions.

Mr. Leitch informs the Court that the Investment Agreement and
Related Term Sheets contain sensitive and confidential
information.  Accordingly, the documents are filed in a redacted
form.  The ATSB and the Creditors' Committee and any other party
with a legitimate interest will be provided with the non-redacted
versions of the Investment Agreement and Related Term Sheets,
subject to signed confidentiality agreements.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.   (US Airways Bankruptcy News,
Issue No. 86; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: CIBC is Futures Rep.'s Financial Advisor Until April 1
----------------------------------------------------------------
At the request of the Official Representative of Future Asbestos
Personal Injury Claimants appointed in the chapter 11 cases of USG
Corporation and its debtor-affiliates, Judge Fitzgerald of the
U.S. Bankruptcy Court for the District of Delaware extends
the terms of CIBC World Markets Corp.'s retention as investment
banker and financial advisor for an additional one-year period,
through and including April 1, 2006, pursuant to a supplemental
letter agreement.

The Court also approves the $135,000 Monthly Fee to be paid to
CIBC.

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


UNIVERSAL ACCESS: Vanco Direct to Buy Assets for $13 Million
------------------------------------------------------------
Universal Access Global Holdings Inc. (OTC: UAXSQ) and its four US
subsidiaries operating under Chapter 11 bankruptcy protection
ask the U.S. Bankruptcy Court for the Northern District of
Illinois to approve an Asset Purchase Agreement with Vanco Direct
USA, LLC.  Vanco proposes to buy substantially all of Universal
Access' assets for $13 million.  The purchase price is subject to
adjustment if certain conditions are not met.  The sale is subject
to higher and better offers from other bidders submitted in
accordance with bidding procedures to be approved by the Court,
and certain other closing conditions.

"We are pleased to have reached this important milestone in the
restructuring of Universal Access and welcome Vanco's interest in
our company," said Randy Lay, Chief Executive Officer of Universal
Access.

"With this contemplated acquisition, we expand relationships in
the US marketplace, and add significant value to our product and
service offerings," said Allen Timpany, Chief Executive Officer,
Vanco plc.  "Universal Access has unique software tools and
capabilities that give us immediate information and access to the
US telecommunications market."

Because the sale of Universal Access' assets is subject to higher
and better offers, Vanco's offer is, in effect, the first bid in
an auction process.  A motion to approve bidding procedures for
the auction was filed with the Court on March 25, 2005, and it is
anticipated that the Court will rule on the motion on April 15,
2005.  Universal Access anticipates that the auction will take
place in mid-May 2005.

                         About Vanco plc

Established in 1988, Vanco plc (FTSE: VAN) is the leading global
Virtual Network Operator.  With solutions available in 230
countries and territories, Vanco is selected by the world's
largest organisations to provide strategic network solutions.  Its
customers include British Airways, Siemens, IBM/Lloyds TSB, Avis
Europe, Virgin Megastores, Ford Motor Company, Pilkington, Bacardi
and Smith & Nephew.  Through the Vanco network solution customers
get access to the greatest geographic coverage available through a
single provider. Vanco offers incomparable flexibility to
customise and adapt the solution in line with market changes and
business priorities.  Vanco is recognized by the industry for its
financial success and world class customer service delivery.  A
significant proportion of its investment capital goes into
customer care which is reflected by the awards won, independent
market research and customer retention.

Headquartered in Chicago, Illinois, Universal Access Global
Holdings, Inc. -- http://www.universalaccess.com/-- provides
network infrastructure services and facilitates the buying and
selling of capacity on communications networks.  The company, and
its debtor-affiliates, filed for a chapter 11 protection on
August 4, 2004 (Bankr. N.D. Ill. Case No. 04-28747).  John Collen,
Esq., and Rosanne Ciambrone, Esq., at Duane Morris LLC, represent
the Company.  David W. Wirt, Esq., and David Neier, Esq., at
Winston & Strawn, represent an Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $22,047,000 in total assets and $24,054,000
in total debts.


VILLAS AT HACIENDA: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Villas At Hacienda Del Sol, Inc.
        2550 E. River Road
        Tucson, Arizona 85718

Bankruptcy Case No.: 05-01482

Type of Business: The Debtor operates a gated rental community.
                  See http://www.thevillasathaciendadelsol.com/

Chapter 11 Petition Date: March 28, 2005

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Matthew R.K. Waterman, Esq.
                  Waterman & Waterman, PC
                  33 N. Stone Avenue, #2020
                  Tucson, Arizona 85701
                  Tel: (520) 382-5000
                  Fax: (520) 629-9500

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


WACHOVIA BANK: Fitch Assigns Low-B Ratings on Six 2005-C17 Certs.
-----------------------------------------------------------------
Wachovia Bank Commercial Mortgage Trust, series 2005-C17
commercial mortgage pass-through certificates are rated by Fitch
Ratings:

        -- $129,081,000 class A-1 'AAA';
        -- $375,240,000 class A-1A 'AAA';
        -- $288,753,000 class A-2 'AAA';
        -- $82,046,000 class A-3 'AAA';
        -- $224,353,000 class A-PB 'AAA';
        -- $1,079,352,000 class A-4 'AAA';
        -- $187,242,000 class A-J 'AAA';
        -- $2,628,355,000 class X-P* 'AAA';
        -- $2,723,531,639 class X-C* 'AAA';
        -- $74,897,000 class B 'AA';
        -- $23,830,000 class C 'AA-';
        -- $47,661,000 class D 'A';
        -- $27,235,000 class E 'A-';
        -- $27,235,000 class F 'BBB+';
        -- $30,639,000 class G 'BBB';
        -- $37,448,000 class H 'BBB-';
        -- $6,808,000 class J 'BB+';
        -- $10,213,000 class K 'BB';
        -- $13,617,000 class L 'BB-';
        -- $6,808,000 class M 'B+';
        -- $6,808,000 class N 'B';
        -- $6,808,000 class O 'B-';
        -- $37,457,639 class P 'NR'.

*Notional Amount and Interest Only.

Class P is not rated by Fitch.  Classes A-1, A-2, A-3, A-PB, A-4,
A-J, B, C, and D are offered publicly, while classes A-1A, E, F,
G, H, J, K, L, M, N, O, P, X-P, and X-C are privately placed
pursuant to rule 144A of the Securities Act of 1933.  The
certificates represent beneficial ownership interest in the trust,
primary assets of which are 226 fixed-rate loans having an
aggregate principal balance of approximately $2,723,531,639, as of
the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the report titled 'Wachovia Bank Commercial Mortgage Trust, Series
2005-C17' dated March 9, 2005, and available on the Fitch Ratings
web site at http://www.fitchratings.com/


WASHINGTON MUTUAL: Fitch Rates $2.26 Mil. Private Class at B-4
--------------------------------------------------------------
Washington Mutual Mortgage Securities Corp.'s mortgage pass-
through certificates, are rated by Fitch Ratings:

     -- $429,528,864 series 2005-2 classes 1-A-1 through 1-A-6, 2-
        A-1 through 2-A-6, 3-A, C-X, C-P, 3-P, and R (senior
        certificates) 'AAA';

     -- $10,399,000 class B-1 'AA';

     -- $4,295,000) class B-2 'A';

     -- $2,486,000) class B-3 'BBB';

     -- $2,260,000 privately offered class B-4 'BB'.

The classes B-5 and B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5%
subordination provided by:

          * the 2.30% class B-1,
          * the 0.95% class B-2,
          * the 0.55% class B-3,
          * the 0.50% privately offered class B-4,
          * the 0.45% privately offered class B-5, and
          * the 0.25% privately offered class B-6 certificates.

The ratings on the classes B-1 through B-4 certificates are based
on their respective subordination.

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.  The ratings also
reflect the quality of the mortgage collateral, the capabilities
of Washington Mutual Bank, F.A. as servicer (rated 'RMS2' for AltA
primary servicer) and Fitch's confidence in the integrity of the
legal and financial structure of the transaction.

The mortgage loans deposited into the WMALT series 2005-2 trust
were purchased by Washington Mutual Mortgage Securities Corp.
directly or indirectly from affiliated or unaffiliated third
parties who either originated the applicable mortgage loans or
purchased the mortgage loans through correspondent or broker
channels.

The assets of the trust will consist of three groups:

          * two groups of 30-year fixed-rate loans and
          * one group of 15-year fixed-rate loans, secured by
            first liens on one- to four-family properties, with a
            total of 2,218 loans.

As of the cut-off date (March 1, 20050, the aggregate original
principal balance was $452,135,715.  The three loan groups are
cross-collateralized.

In aggregate groups 1 through 3 consist of 2,218 conventional,
fully amortizing, 15- and 30-year fixed-rate mortgage loans with
an aggregate original principal balance of $452,135,715.  The
average unpaid principal balance is $203,848. The weighted average
original loan-to-value ratio is 70.9%. cRate/Term and Cash-out
refinance loans represent 18.7% and 43.8% of the loan pool,
respectively.  Second home and investor-occupied loans comprise
2.4% and 16.1% of the group, respectively.  The weighted average
FICO credit score for the group is 717.  The weighted average
remaining term for the group is 347 months.

The states that represent the largest portion of the mortgage
loans are:

          * California (30.4%),
          * Arizona (8.5%),
          * Florida (6.5%), and
          * Illinois (5.6%).

All other states represent less than 5% of the outstanding balance
of the pool.

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

The certificates are issued pursuant to a pooling and servicing
agreement dated March 1, 2005, among Washington Mutual Mortgage
Securities Corp., as depositor, Washington Mutual Bank F.A., as
servicer, and LaSalle Bank National Association, as trustee.  For
federal income tax purposes, elections will be made to treat the
trust as two separate real estate mortgage investment conduits.


WESTERN OIL: Names James C. Houck Chief Executive Officer
---------------------------------------------------------
Western Oil Sands Inc. disclosed the appointment of Mr. James C.
Houck to the position of President and Chief Executive Officer
with effect from April 15, 2005.  Mr. Houck will also be nominated
to become a member of Western's Board of Directors.

James Houck was most recently a Principal of FrontStreet Partners,
a US based privately held energy merchant banking firm. He spent
most of his career with ChevronTexaco and its predecessor, Texaco
Inc.  His last position with ChevronTexaco was President,
Worldwide Power and Gasification Inc.  Prior to that, he held
various senior positions within the Texaco organization in global
gas and power, business development, production operations,
research & development, finance & strategic planning.  He earned a
B.S. degree in Engineering from Trinity University in Texas and an
MBA from the University of Houston.

Mr. Geoffrey Cumming, Chairman of Western Oil Sands' Board of
Directors noted, "We are very pleased to have such an experienced
international executive join Western's management team.  Mr. Houck
will bring a wide and diverse knowledge base to Western as the
Company undertakes to aggressively expand production from its
existing oil sands assets.  His background in downstream
activities will be a valuable addition to Western's extensive
experience in oil sands mining and extraction."

As previously announced on July 26, 2004, Mr. Geoffrey Cumming
will retire as Chairman but remain a director of the Company.  The
current President and CEO, Mr. Guy Turcotte, will then assume the
role of Chairman of the Board.

Western Oil Sands is a Canadian oil sands corporation, which holds
a 20% undivided interest in the Athabasca Oil Sands Project --
AOSP.  Western's partners in the project are Shell Canada Limited
(a 60 per cent partner) and Chevron Canada Limited (with 20 per
cent).  Western has previously indicated that it intends to
participate in growth plans for the Athabasca Oil Sands Project
that would increase bitumen production to in excess of 100,000
bbl/day net to Western.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 10, 2002,
Standard & Poor's Ratings Services affirmed Calgary, Alta.- based
Western Oil Sands Inc.'s 'BB+' corporate credit rating.


WHISNANT CONTRACTING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Whisnant Contracting Company
        630 Red Oak Road
        Stockbridge, Georgia 30281

Bankruptcy Case No.: 05-65427

Chapter 11 Petition Date: March 23, 2005

Court: Northern District of Georgia

Judge: W. Homer Drake

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, Georgia 30303
                  Tel:(404) 893-3880

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
   ------                     ---------------       ------------
First State Bank              Bank Loans              $1,345,926
PO Box 928
Stockbridge, GA 30281

Southern Pipe &               Trade Debt              $1,190,534
Supply Co., Inc.
1417 Parker Road, SW
Conyers, GA 30094

Apex/Home Depot Supply        Trade Debt                $554,888
PO Box 101802
Atlanta, GA 30392-1802

American Express              Trade Debt                 $50,671

Morgan Lewis &                Trade Debt                 $32,000
Company P.A.

Extended Stay #1796           Trade Debt/                $31,143
                              contract

Barnett Brass                 Trade Debt                 $18,816

Devore & Johnson, Inc.        Trade Debt                 $16,377

Extended Stay of              Trade Debt/                $21,953
America #121                  contract

Hertz Equipment               Trade Debt                 $12,005
Rental Company

Golden Age Healthcare,        Contract                   $10,500
Inc.

Inn-Columbia SC North                                     $8,168

Studio Plus #1585             Trade Debt/                 $6,282
                              contract

Nextel Communications         Contract                    $5,860

Centers for Medicare &                                    $5,119
Medicaid Services
c/o Georgia Medicare
Part B-MSP Unit

Gas Connections, Inc.         Contract                    $4,545


Associate Pipe &              Trade Debt                  $2,547
Supply Co., Inc.

Extended Stay of              Trade Debt/                 $2,451
America #123                  contract

Dell                          Trade Debt                  $2,000

Stokes Lazarus &              Insurance                   $1,978
Carmichael LLP
(rep: Federated Insurance
Company)


WHITEHEAD MANN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Cherry

Debtor: Whitehead Mann Inc.
        dba Whitehead Mann Pendleton James
        dba Whitehead Mann Pendleton
        fdba Pendleton James & Associates, Inc.
        fdba Baines Leadership Solutions Corporation
        280 Park Avenue
        East Tower, 25th Floor
        New York, New York 10017-1216

Bankruptcy Case No.: 05-12046

Type of Business: The Debtor provides consultancy services
                  concerned with the recruitment of executive
                  personnel, management assessment, executive
                  development and psychometric evaluation.
                  See http://www.wmann.com/

Chapter 11 Petition Date: March 31, 2005

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Douglas L. Furth, Esq.
                  Golenbock Eiseman Assor Bell & Peskoe, LLP
                  437 Madison Avenue
                  New York, New York 10022
                  Tel: (212) 907-7340
                  Fax: (212) 754-0777

Debtor's
Accountants:      DeGrazia and Company
                  One Hollis Street, Suite 435
                  Wellesley, MA 02482

Total Assets:  $545,847

Total Debts: $7,788,874

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Carleta (Jodi) Taylor         Compensation               $79,003
1555 Gold Camp Road
Colorado Springs, CO 80906

A. James DiFilippo            Compensation               $70,862
653 Case Road
Neshanic Station, NJ 08853

Diamond Castle Holdings LC    Real Property Lease        $45,736
280 Park Avenue, 25th Floor
New York, NY 10017

Leigh Kearney                 Compensation               $37,863
1819 North Cascade
Colorado Springs, CO 80907

The State Insurance Fund      Workers' Compensation      $23,922
Workers' Compensation         Insurance
PO Box 4788
Syracuse, NY 13221-4788

Chubb                         Trade Debt                 $20,764

AGResearch.info               Trade Debt                 $15,416

Guardian                      Trade Debt                 $13,644

David J. Loring               Compensation                $9,525

Palmer Center, Ltd.           Real Property Lease         $7,185

Forum Personnel, Inc.         Trade Debt                  $6,617

DSCI Corporation              Trade Debt                  $5,545

American Express Company      Trade Debt                  $4,759

IKON Financial Services       Trade Debt &                $4,742
                              Equipment Lease

Control Solutions Group       Trade Debt                  $2,819

Fedex                         Trade Debt                  $2,341

Cogent Communications, Inc.   Trade Debt                  $2,000

Pritchard Industries, Inc.    Trade Debt                  $1,643

First Corporate Sedans        Trade Debt                  $1,620

Fedex                         Trade Debt                  $1,479


WINN-DIXIE: Creditors Committee Wants to Retain A&M as Advisor
--------------------------------------------------------------
Alvarez & Marsal, LLC, is a nationally recognized business
turnaround and crisis management company that specializes in
providing restructuring and advisory services to companies in
financial and operational distress.

By this application, the Official Committee of Unsecured
Creditors of Winn-Dixie Stores, Inc., and its debtor-affiliates
seeks the authority of the U.S. Bankruptcy Court for the Southern
District of New York to retain A&M as its operations and real
estate advisor.

Martha E. M. Kopacz, a Managing Director of A&M, will be
responsible for the overall engagement.  Ms. Kopacz has more than
20 years of experience serving the needs of financially and
operationally challenged organizations.  She brings leadership
and a proven track record in addressing critical business
processes including cash flow management and enhancement,
profitability improvement, strategic assessment and business plan
implementation.

Ms. Kopacz has been involved in major corporate restructuring
projects throughout the United States.  Some of her most notable
publicly disclosed engagements include Spalding Holdings Corp.,
Genuity, Inc., Arthur D. Little, Inc., Essential Therapeutics,
Inc., GC Companies, Inc., Quality Stores, Inc., Value America,
Inc., Stone & Webster, Greate Bay Holdings, Inc., Sarcom, Inc.,
CellNet Data Systems, Filene's Basement, Boston Bed & Bath,
County Seat Stores, Joan & David Helpern, Inc., The Grand Union
Company, Cumberland Farms, Inc., Hills Department Stores, and
Almac's Supermarkets, Inc., among others.

Because of A&M's experience in business reorganizations, the
Committee believes that A&M is exceptionally well qualified to
serve as its financial, operations and real estate advisor in the
Debtors' cases.

As operations and real estate advisor, A&M will:

    (a) review and evaluate the Debtors' current and prospective
        operational condition;

    (b) assist the Committee and its counsel in evaluating and
        responding to various developments during the course of
        the Debtors' Chapter 11 cases in connection with matters
        relating to:

        * claims analysis, including preference analysis;

        * vendor relations, including reclamation/PACA issues, and
          vendor liens/arrangements;

        * substantive consolidation;

        * executory contracts; and

        * real estate interests;

    (c) advise the Committee concerning various measures for
        margin improvement in the Debtors' operations; and

    (d) provide other services that may be required by the
        Committee and that do not overlap with services provided
        by the Committee's other advisors.

The Committee also seeks to retain Houlihan, Lokey, Howard &
Zukin as its financial advisor in the Debtors' Chapter 11 cases.
Both A&M and Houlihan will coordinate their services to the
Committee to minimize any potential duplication in the services
provided and any potential burden on the Debtors and their
professionals.

A&M and Houlihan, in consultation with the Debtors and their
professional advisors, have already developed a protocol with
respect to coordinating and consolidating any and all information
requests to the Debtors through a designee.  Should the situation
arise, A&M and Houlihan have agreed to share, if necessary,
information each receives from the Debtors.  This should
eliminate the need to separately request information from the
Debtors already in the possession by the other.

Furthermore, A&M and Houlihan will coordinate telephone
conferences and meetings with the Debtors and their professionals
so that, if the topics or information to be discussed is also
relevant to a matter within the other's scope of responsibility,
the other will be informed, and the topic or information can be
discussed effectively and without duplication.

A&M and Houlihan will continue to develop procedures to ensure
minimal burden on the Debtors and their professionals.

For its services, A&M will receive $100,000 per month and a
distribution fee of 25 basis points of the non-priority unsecured
creditors' recovery upon confirmation of a plan of
reorganization, in cash or in reorganized securities, at the
Committee's discretion.  The distribution fee will be reduced by
100% of all monthly fees paid to A&M after the 12th monthly fee,
but in no event will the distribution fee be reduced to less than
zero.  A&M will also be reimbursed for its reasonable out-of-
pocket expenses.

Ms. Kopacz assures Judge Drain that A&M is a "disinterested
person" as defined by Section 101(14) of the Bankruptcy Code and
holds no adverse interest against any party-in-interest relating
to matters on which it is to be retained.

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


WINN-DIXIE: Panel Wants to Employ Houlihan as Investment Banker
---------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks the authority
of the U.S. Bankruptcy Court for the Southern District of New York
to retain Houlihan Lokey Howard & Zukin Capital as its investment
bankers in Winn-Dixie Stores, Inc., and its debtor-affiliates'
Chapter 11 cases, effective March 3, 2005.

Houlihan is a nationally recognized investment banking and
financial advisory firm, with nine offices worldwide and more
than 400 professionals.  Houlihan's Financial Restructuring
Group, which has more than 100 professionals, is one of the
leading advisors and investment bankers to debtors, bondholder
groups, secured and unsecured creditors, acquirers, and other
parties-in-interest involved in financially troubled companies
both in and outside bankruptcy.  In this role, Houlihan has been
and is involved in some of the largest restructuring matters in
the United States.

As financial advisor, Houlihan will:

    (a) evaluate the Debtors' assets and liabilities;

    (b) analyze and review the Debtors' financial and operating
        statements;

    (c) analyze the Debtors' business plans and forecasts;

    (d) evaluate all aspects of the Debtors' DIP financing, cash
        collateral usage and adequate protection, any exit
        financing in connection with any Chapter 11 plan, and any
        KERP or similar proposed compensation plan or program;

    (e) assist the Committee, as needed, in identifying potential
        alternative sources of liquidity in connection with any
        Chapter 11 plan or otherwise;

    (f) provide specific valuation or other financial analyses
        as the Committee may require in connection with the
        Debtors' Chapter 11 cases;

    (g) represent the Committee in negotiations with the Debtors
        and third parties;

    (h) provide testimony in Court on the Committee's behalf, if
        necessary; and

    (i) assess the financial issues and options concerning:

        * the sale of any assets of Winn-Dixie and/or its non-
          debtor affiliates, either in whole or in part; and

        * the Debtors' Chapter 11 plan(s) or any other Chapter 11
          plan(s).

In return for its services, Houlihan will be entitled to:

    -- a $100,000 monthly fee, plus expenses; and

    -- a Distribution Fee equal to 0.75% of the aggregate value
       received by the Debtors' non-priority unsecured creditors.
       The Distribution Fee will be paid in the same consideration
       received by the Debtors' non-priority unsecured creditors.

The Committee may determine, in its sole discretion, that the
Distribution Fee be paid in cash at a value to be determined by
Houlihan and the Committee as of the effective date of a Chapter
11 plan or another relevant distribution date.  If paid in kind,
the Distribution Fee will be paid as and when distribution is
made to the Debtors' non-priority unsecured creditors.  The
Distribution Fee will be reduced by 100% of all monthly fees paid
to Houlihan after the 12th monthly fee that was timely paid, but
in no event will the Transaction Fee be reduced to less than
zero.

Saul E. Burian, a managing director at Houlihan, assures the
Court that the firm is disinterested and holds no materially
adverse interest as to the matters on which it is to be retained.

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


WINN-DIXIE: Wants Chap. 11 Case Transferred to Jacksonville, Fla.
-----------------------------------------------------------------
Winn-Dixie Stores, Inc. (OTC Pink Sheets: WNDXQ) ask 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.

As previously reported, on February 21, 2005, Winn-Dixie Stores,
Inc., and 23 of its U.S. subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
All Winn-Dixie stores in the U.S. and the Bahamas are open and
conducting business as usual.

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


WORLDCOM INC: Settles Dispute Over Baltimore Gas' $463,100 Claim
----------------------------------------------------------------
In their Schedules of Assets and Liabilities, WorldCom, Inc. and
its debtor-affiliates listed Baltimore Gas and Electric Company as
the holder of two liquidated, non-contingent and undisputed
Scheduled Claims:

        Schedule Claim No.              Claim Amount
        ------------------              ------------
            229009490                    $525,424
            229009500                      12,938

Baltimore Gas assigned its Scheduled Claims to Longacre Master
Fund, Ltd., on December 30, 2002.

On January 2, 2003, Baltimore Gas filed Claim No. 8290 for
$823,366 against the Debtors.

On January 22, 2003, Longacre filed a Notice of Claim Transfer,
which mistakenly and inadvertently stated that Baltimore Gas
transferred the full amount of Claim No. 8290 to Longacre.  The
Longacre Notice of Transfer intended to effectuate that Baltimore
Gas transferred only $538,363 to Longacre -- the portion of Claim
No. 8290 that Longacre believed relates to the Scheduled Claims.

Longacre subsequently agreed to sell the Scheduled Claims to
Deutsche Bank Securities, Inc.  On June 9, 2003, Deutsche Bank
filed a Notice of Claim Transfer, which mistakenly and
inadvertently stated that Longacre had transferred the full amount
of Claim No. 8290 to Deutsche Bank.  The Deutsche Bank Notice of
Transfer intended to effectuate that Longacre transferred to
Deutsche Bank only the portion of Claim No. 8290 that Longacre
believed is related to the Scheduled Claims.

Deutsche Bank then agreed to sell the Scheduled Claims to Stark
Event Trading Ltd.  Stark became the beneficial owner of the
Assigned Claim, while Deutsche Bank remains the record owner of
the Assigned Claim.

The Debtors objected to Claim No. 8290 and asserted that their
records do not reflect any liability owed to Baltimore Gas.

Baltimore Gas argued that Claim No. 8290 should be allowed in the
full amount.  Baltimore Gas states that $463,100 of Claim No.
8290 is related to the Scheduled Claims.  The balance relates to
amounts due and owing to Baltimore Gas under an executory contract
that has allegedly been assumed by the Debtors and for which no
cure payment was made to Baltimore Gas.

In December 2004, Baltimore Gas asked United States Bankruptcy
Court for the Southern District of New York to set aside the
Transfer of Claim due to Longacre's alleged lack of service and
fraud.  Longacre vigorously disputed Baltimore Gas' allegations.
In February 2005, Baltimore Gas asked the Court to compel the
Debtors to pay cure amounts under a Telecommunications Service
Agreement.

The parties have met and conferred regarding their dispute on the
claim transfers.  In a Court-approved stipulation, the parties
agree that:

    (a) The Longacre Notice of Transfer is amended, pursuant to
        which Baltimore Gas is deemed to have transferred to
        Longacre a portion of Claim No. 8290 for $463,100;

    (b) The Deutsche Bank Notice of Transfer is amended, pursuant
        to which Longacre is deemed to have transferred to
        Deutsche Bank a portion of Claim No. 8290 for $463,100;

    (c) The Notices of Transfer are binding, authorized, and of
        full force and effect;

    (d) Stark is the current beneficial owner of the portion of
        Claim No. 8290 equal to $463,100.  Deutsche Bank is the
        record owner of the portion of Claim No. 8290 equal to
        $463,100;

    (e) In settlement of any and all claims that Longacre has or
        may have against Baltimore Gas based on the purchase and
        transfer of the Scheduled Claims, Baltimore Gas will pay
        Longacre $32,363.  This represents the amount by which the
        Scheduled Claims exceed $463,100, multiplied by the
        percentage paid by Longacre to Baltimore Gas:
        (($538,363.01 - $463,100.36 = $75,262.65) x .43 =
        $32,362.93);

    (f) Baltimore Gas will deem the Motion to Set Aside Transfer
        settled and withdrawn, with prejudice;

    (g) Baltimore Gas withdraws its allegations and claims of
        fraud against Longacre, with prejudice; and

    (h) Baltimore Gas and Longacre will exchange mutual, general
        releases of liability.

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)


* BOOK REVIEW: Bailout: An Insider's Account of Bank Failures
-------------------------------------------------------------
Author:     Irvine H. Sprague
Publisher:  Beard Books
Softcover:  299 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587980177/internetbankrupt

No one is more qualified to write a work on this subject of
bank bailouts.  Holding the positions of chairman or director
of the Federal Deposit Insurance Corporation (FDIC) during the
1970s and 1980s, one of Sprague's most important tasks was to
close down banks that were failing before they could cause
wider damage.  The decades of the 1970s and '80s were times of
high interest rates for both depositors and borrowers.  Rates
for depositors at many banks approached ten percent, with
rates for loans higher than that.  The fierce competition in
the banking industry to offer the highest rates to attract and
keep depositors caused severe financial stress to an unusually
high number of banks. Having to pay out so much in interest to
stay competitive without taking in much greater deposits was
straining the cash and other assets of many banks.  The
unprecedented high interest rates also had the effect of
reducing the number of loans banks were giving out. There were
not so many borrowers willing to take on loans with the high
interest rates.  With the disruptions in the their
interrelated deposits and loans, many banks began to engage in
unprecedented and unfamiliar financial activities, including
investing in risky business ventures.  As well as having
harmful effects on local economies, the widely-reported
troubles of a number of well-known and well-respected banks
were having a harmful effect on the public's confidence in the
entire banking industry.

Sprague along with other government and private-sector leaders
in the banking and financial field realized the problems with
banks of all sizes in all parts of the country had to be dealt
with decisively.  Action had to be taken to restore public
confidence, as well as prevent widespread and long-lasting
damage to the U. S. economy.  Sprague's task was one of damage
control largely on the blind.  The banking industry, the
financial community, and the government and the public had
never faced such a large number of bank failures at one time.
The Home Loan Bank Board for the savings-and-loans
associations had allowed these institutions to treat goodwill
as an asset in an effort to shore up their deteriorating
financial situations with disastrous results for their
depositors and U. S. taxpayers.  Such a desperate stratagem
only made the problems with the savings-and-loans worse.  The
banks covered by the FDIC headed by Sprague were different
from these institutions. But the problems with their basic
business of deposits and loans were more or less the same.
And the cause of the problem was precisely the same: the high
interest rates.

Faced with so many bank failures, Sprague and the government
officials, Congresspersons, and leaders he worked with
realized they could not deal effectively with every bank
failure. So one of their first tasks was to devise criteria
for which failures they would deal with.  Their criteria
formed what came to be known as the "essentiality doctrine."
This was crucial for guidance in dealing with the banking
crisis, as well as for explanation and justification to the
public for the government agency's decisions and actions.
Sprague's tale is mainly a "chronicle [of] the evolution of
the essentiality doctrine, which derives from the statutory
authority for bank bailouts."  The doctrine was first used in
the bailout of the small Unity Bank of Boston and refined in
the bailouts of the Bank of the Commonwealth and First
Pennsylvania Bank.  It then came into use for the multi-
billion dollar bailout of the Continental Illinois National
Bank and Trust Company in the early 1980s.  Continental's
failure came about almost overnight by the "lightening-fast
removal of large deposits from around the world by electronic
transfer."  This was another of the unprecedented causes for
the bank failures Sprague had to deal with in the new, high-
interest, world of banking in the '70s and '80s.  The main
part of the book is how the essentiality doctrine was applied
in the case of each of these four banks, with the especially
high-stakes bailout of Continental having a section of its
own.

Although stability and reliability have returned to the
banking industry with the return of modest and low interest
rates in following decades, Sprague's recounting of the
momentous activities for damage control of bank failures for
whatever reasons still holds lessons for today.  For bank
failures inevitably occur in any economic conditions; and in
dealing with these promptly and effectively in the ways
pioneered by Sprague, the unfavorable economic effects will be
contained, and public confidence in the banking system
maintained.

As chairman or director of the FDIC for more than 11 years,
Irvine H. Sprague handled 374 bank failures.  He was a special
assistant to President Johnson, and has worked on economic
issues with other high government officials.

                          *********

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
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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 Salta, Jason Nieva and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

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

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

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