TCR_Public/050405.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, April 5, 2005, Vol. 9, No. 79      

                          Headlines

AAIPHARMA INC: Chapter 11 Threat Looms in Background
AAIPHARMA INC: Payment Default Prompts S&P to Tumble Rating to D
AAMES MORTGAGE: Moody's Downgrades Class B Cert. Rating to B3
ACCERIS COMMS: Appoints Allan Silber as Board Chairman
AFFINITY TECH: Warns of Bankruptcy & Receives Going Concern Doubt

AFFINITY TECH: U.S. Patent Office Completes Patent Reexamination
ALLIED WASTE: Financial Restructuring Cues Fitch to Affirm Ratings
AMERICAN BUSINESS: Court OKs $20M Operations Sale to Ocwen Federal
AMERICAN BUSINESS: Liquidating Assets & Winding Down Operations
AMERICAN RESTAURANT: Noteholders Want Exclusive Periods Terminated

ARCHANGEL DIAMOND: Appoints Jonathan N. Dickman as Director & VP
ASPEN TECHNOLOGY: S&P Affirms Junk Subordinated Debt Ratings
ATA AIRLINES: Court Approves John Denison Employment Agreement
ATHLETE'S FOOT: Moody's Downgrades Asset-Backed Bond Rating to Ba2
BOMBARDIER INC: Discloses Fourth Quarter & Annual Financials

BSI HOLDING: Liquidating Trustee Issues 3rd Partial Distribution
CATHOLIC CHURCH: St. George Asks Court to Extend CCAA Stay
CHC HELICOPTER: Post-Split Shares Will Trade at NYSE on April 19
CHC INDUSTRIES: Has Until April 28 to File Objections to Claims
CHIQUITA BRANDS: Moody's Assigns B3 Rating to Proposed $150M Debt

COVANTA ENERGY: Wachovia Bank Wants Cash Collateral Order Modified
CREDIT SUISSE: Fitch Puts BB Rating on $1.4 Mil. Mortgage Certs.
DADE BEHRING: S&P Affirms BB+ Subordinated Debt Rating
DANA CORP: Revises First Quarter 2005 Earnings Outlook
DECISIONONE CORP: Section 341(a) Meeting Slated for April 19

DECISIONONE: Disclosure & Plan Confirmation Hearing on April 19
DELLS MOTOR: Case Summary & 20 Largest Unsecured Creditors
DELPHI CORP: Secures $1.2B in Global Steering Column Biz in 2004
DELTAGEN INC: Has Until June 20 to File Chapter 11 Plan
DLJ MORTGAGE: Moody's Downgrades Four Certificate Ratings to B3

DORIAN GROUP: Seeks Additional Bids for Assets
DOWLING COLLEGE: Moody's Affirms Ba2 Long-Term Rating
EXIDE TECH: Board Okays Restricted Stock Grants & Options to CEO
FAIRMONT GENERAL: Moody's Affirms Ba2 Bond Rating
FEDERAL-MOGUL: Estimation Hearing Scheduled for June 14

GE-RAY FABRICS: Case Summary & 41 Largest Unsecured Creditors
GEORGIA-PACIFIC: Buying Back $250 Million Debentures on April 30
GLOBAL CROSSING: Sells Trader Voice Business to WestCom for $25M
HIGH VOLTAGE: Choate Hall Approved as Chapter 11 Trustee Counsel
HARRAH'S ENT: Hosting First Quarter Conference Call on April 20

HAWAIIAN AIRLINES: Posts $71 Million Operating Profit in 2004
HAWAIIAN AIRLINES: Promotes Dave Kolakowski to Senior Director
HIGGINSON OIL: List of 20 Largest Unsecured Creditors
HOFFMAN ESTATES: Moody's Downgrades Bond Rating to Ba1
HUGHES NETWORK: Moody's Assigns B1 Rating to Proposed $325M Debt

IMMUNE RESPONSE: Liquidity Concerns Trigger Going Concern Doubt
INTERNATIONAL UTILITY: Exits from CCAA Protection
INTERPUBLIC GROUP: Has Until June 30 to File Annual Report
INTERSTATE BAKERIES: Taps Judge Federman as Claims Mediator
IPSCO INC: Steelworkers Say Wheat City Metal Lock-Out is Illegal

JOHNSONDIVERSEY: Moody's Reviewing Ratings & May Downgrade
KAISER ALUMINUM: Taps Dickstein Shapiro as Special Claims Counsel
LEIGH ENTERPRISES: Selling Business to IBI Ent. for $955,000
LIFEPOINT HOSPITALS: Ups Purchase Price for Tendered Province Bond
LIFEPOINT HOSPITALS: Health Management Acquires Bartow Memorial

LITTLE MT. ZION: Files Plan of Reorganization in New York
LOUISIANA HOUSING: S&P Downgrades $11.1 Mil. Bond Rating to BB-
MACROCHEM CORP: Recurring Losses Prompt Going Concern Doubt
MERRILL LYNCH: Moody's Puts Low-B Ratings on Two Mortgage Certs.
MORTGAGE CAPITAL: Fitch Downgrades Ratings on Classes G & H Certs.

NDCHEALTH CORP: Board Votes to Consider Sale of the Company
NDCHEALTH CORP: S&P Junks Subordinated Debt Rating
NEWAVE INC: Welcomes David Hanlon as Advisor
NORTEL NETWORKS: Names Brian McFadden Chief Research Officer
NORTHWESTERN CORP: Montana PSC Okays Wind Energy Proposal

NRG ENERGY: Posts $18.1 Million Net Income in Fourth Quarter
OAKWOOD HOMES: Trust Inks Pact to Settle $250 Mil. Arkansas Claims
OMNI FACILITY: Judge Lifland Confirms First Amended Chap. 11 Plan
PARMALAT USA: Farmland Wants Court OK on $61M LaSalle Exit Funding
PENN ENGINEERING: Moody's Junks Senior Unsecured Issuer Rating

PHYSIOMETRIX INC: Insufficient Cash Triggers Going Concern Doubt
PRESIDENTIAL LIFE: S&P Puts Ratings on CreditWatch Negative
PROVINCE HEALTHCARE: Noteholders Consent to Merger Amendments
SALEM COMMS: Appoints Joe Davis as Chief Operating Officer
SALOMON BROTHERS: S&P Downgrades Ratings on Four Class Certs.

SEARS HOLDINGS: Inks Employment Agreement with Aylwin Lewis
SHC INC: Administrator Has Until May 23 to File Notices of Removal
SPIEGEL INC: Court Sets Plan Voting Deadline for May 13
SPIEGEL INC: Expects to Finalize Debt Facility Early This Month
STACCATO GOLD: Band-Ore Resources Terminates Shebandowan Agreement

STEELCASE INC: Moody's Affirms Ba1 Sr. Implied & Unsec. Ratings
SYNTRON BIORESEARCH: Case Summary & 20 Largest Unsecured Creditors
TERPHANE HOLDING: Moody's Assigns Ba3 Rating to $30M Debt Add-On
TRUMP HOTELS: Files Third Amended Plan of Reorganization
UAL CORP: U.S. Bank Holds $35.6 Mil. Liquidated Aircraft Claims

USGEN NEW ENGLAND: TransCanada Completes Hydro Asset Purchase
VIVENTIA BIOTECH: To Register with SEC to List Stock in AMEX
WELLS FARGO: Fitch Puts Low-B Ratings on Four Mortgage Certs.
WESTPOINT STEVENS: Motion to Sell All Assets Draws Mixed Reactions
WHITE BIRCH: S&P Puts B- Rating on $125 Million Second-Lien Loan

WORLDGATE COMMS: Auditors Express Going Concern Doubt

* Large Companies with Insolvent Balance Sheets

                          *********

AAIPHARMA INC: Chapter 11 Threat Looms in Background
----------------------------------------------------
aaiPharma Inc. (NASDAQ: AAII) received its anticipated income tax
refund of $11.3 million and reached an agreement with the lenders
under its senior credit facilities to permit the proceeds of the
refund to be used for working capital expenses and other general
corporate purposes subject to certain restrictions as detailed in
the agreement.  Subject to conditions in the agreement,
aaiPharma's senior lenders also agreed not to take any action with
respect to existing defaults under aaiPharma's senior credit
facilities until April 30, 2005.

               Noteholders & Lenders Continue Talks

aaiPharma also confirmed that it did not make the April 1, 2005,
interest payment on its 11.5% Senior Subordinated Notes due 2010.  
The Company had previously announced that it expected that it
would not make that payment on the due date.  The failure of the
Company to make the interest payment within 30 days after April 1,
2005, will entitle the holders of 25% of the outstanding amount of
the notes or the trustee under the indenture governing the notes
to declare the outstanding amount of the notes immediately due and
payable.  The Company has continued its discussions with advisors
to an ad hoc committee of holders of the notes regarding a
potential restructuring.

Further, aaiPharma has entered into an agreement that provides a
three-week exclusivity period to a third party that is considering
a purchase of certain assets of aaiPharma's pharmaceutical
products division.  The agreement is not a binding agreement with
respect to a sale of any assets of aaiPharma's pharmaceutical
products division, and the Company cannot provide any assurance
that any material asset sale will be agreed upon or completed.  
Under the agreement, the Company is allowed to engage in
discussions with third parties regarding any restructuring or
acquisition of its debt or equity securities or the sale of all or
substantially all of its assets.

                    Chapter 11 Highly Likely

As previously announced, aaiPharma believes that it is highly
likely that it will seek protection under chapter 11 of the U.S.
bankruptcy code.

                        About the Company

aaiPharma Inc. -- http://www.aaipharma.com/-- is a science-based  
company with corporate headquarters in Wilmington, North Carolina
with over 25 years experience in drug development.  The company
also sells branded pharmaceutical products, including the
Darvon(R) and Darvocet(R) product lines, primarily in the area of
pain management.  


AAIPHARMA INC: Payment Default Prompts S&P to Tumble Rating to D
----------------------------------------------------------------
NEW YORK (Standard & Poor's) April 4, 2005

Standard & Poor's Ratings Services lowered its ratings on
aaiPharma Inc. to 'D' following the company's failure to pay the
$10.5 million interest payment due on April 1, 2005, on its
$175 million senior subordinated notes due April 1, 2010.

In addition, the ratings were removed from CreditWatch, where they
were placed on March 17, 2005, following the company's 8-K filing
stating that it may not be able to make the scheduled interest
payment.  The Wilmington, North Carolina-based specialty
pharmaceutical company has subsequently said that it is highly
likely that it will seek Chapter 11 bankruptcy protection.
aaiPharma continues to negotiate to sell certain pharmaceutical
assets, though the timing and proceeds raised from a sale are
uncertain.


AAMES MORTGAGE: Moody's Downgrades Class B Cert. Rating to B3
-------------------------------------------------------------
Moody's Investors Service downgraded a certificate issued in one
transaction by Aames Mortgage Trust in 2001.  The transaction is
backed mostly by first-lien, fixed rate, sub-prime mortgage loans
originated by Aames Financial Corporation and is serviced by
Countywide Home Loans, Inc.

The Class B certificate issued in Aames Mortgage Trust 2001-1 has
been downgraded because the securitization has experienced
significant losses causing gradual erosion of credit enhancement
provided in the form of overcollateralization.  As of
February 25, 2005, the realized cumulative loss was 5.74% for the
2001-1 transaction.  The existing credit enhancement levels in the
transaction do not provide adequate protection to support the
rating on the most subordinate certificate class.

Moody's complete rating actions are as:

Issuer: Aames Mortgage Trust

Downgraded:

   * Series 2001-1; Class B, downgraded to B3 from Ba2


ACCERIS COMMS: Appoints Allan Silber as Board Chairman
------------------------------------------------------
Acceris Communications Inc. (OTCBB:ACRS), said that, in
conjunction with the expected sale of its telecommunications  
business, it has reconfigured its Board of Directors to reflect
the new operating strategy and the contracted nature of the
continuing operations of the Company.  

James Meenan and Frank Tanki have resigned as directors of the
Company, recognizing that their experience may not materially
contribute to the Company's future operating plans.  In addition,
Kelly Murumets and William Lomicka have resigned in order to
downsize the Board to reflect the reduction in the size of the
Company and to maintain the ratio of independent to non-
independent directors.

These changes reduced the current Board size to four members,
comprised of Henry Toh and Hal Heaton (both independent) and Allan
Silber and Samuel Shimer (both affiliated with Acceris' parent,
Counsel Corporation).  None of the resignations were for cause.

As a result of these changes, the Board has appointed Allan Silber
as Chairman of the Board, Henry Toh as Chairman of the Audit
Committee and Hal Heaton as Chairman of the Special Committee of
Independent Directors.

Acceris Communications Inc. -- http://www.acceris.com/-- is a   
broad based communications company serving residential, small and
medium-sized business and large enterprise customers in the United
States.  A facilities-based carrier, it provides a range of
products including local dial tone and 1+ domestic and
international long distance voice services, as well as fully
managed and fully integrated data and enhanced services.  Acceris
offers its communications products and services both directly and
through a network of independent agents, primarily via multi-level
marketing and commercial agent programs.  Acceris also offers a
proven network convergence solution for voice and data in Voice
over Internet Protocol communications technology and holds two
foundational patents in the VoIP space.

As of December 31, 2004, the Company's equity deficit widened
to $61,965,000 compared to a $42,953,000 equity deficit at
December 31, 2003.


AFFINITY TECH: Warns of Bankruptcy & Receives Going Concern Doubt
-----------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB:AFFI) reported financial
results for the fourth quarter and for the full year ended
December 31, 2004.

Revenues for the quarter were $5,000, resulting in a net loss of
$151,000.  For the comparable period in 2003, revenues were
$504,000 and the Company reported a net income of $29,000.  
Revenues for the comparable period in 2003 included $500,000 of
nonrecurring income related to the settlement of a lawsuit.  The
weighted average number of shares outstanding during the three
months ended December 31, 2004 was 42.1 million, compared to
41.8 million for the same period in 2003.

For the year, revenues were $287,000, with a net loss of
$217,000, compared to revenues of $518,000 in 2003, with a net
loss of $561,000.  The weighted average number of shares
outstanding during the twelve months ended December 31, 2004, was
41.9 million, compared to 41.5 million for the same period in
2003.

At Dec. 31, 2004, Affinity Technology's balance sheet showed a
$1,513,523 stockholders' deficit, compared to a $1,329,579 deficit
at Dec. 31, 2003.

                      Going Concern Doubt

The Company's independent registered public accounting firm, Scott
Mcelveen L.L.P., raised substantial doubt about Affinity's ability
to continue as a going concern due to the Company's recurring
operating losses, accumulated deficit and certain convertible
notes in default.

                      Bankruptcy Warning

In its Form 10-K for the fiscal year ended Dec. 31, 2004, filed
with the Securities and Exchange Commission, Affinity said it has
generated substantial operating losses and has been required to
use a substantial amount of cash resources to fund its operations.  
At Dec. 31, 2004, the Company had cash and cash equivalents of
$62,756.  The Company needs to secure additional capital
immediately since it has almost completely exhausted its remaining
cash resources.

Affinity also disclosed that it doesn't have the resources to
repay the principal and accrued interest outstanding under its
convertible secured notes, which have become due and payable in
full.  If any of the holders of these notes takes action to
collect the amounts owed by the Company under these notes, it may
be forced to consider alternatives for winding down its business,
including offering its patents for sale and filing for bankruptcy
protection.

                        About the Company

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc., owns a portfolio of patents that covers the automated
processing and establishment of loans, financial accounts and
credit accounts through an applicant-directed remote interface,
such as a personal computer or terminal touch screen.  Affinity's
patent portfolio includes U. S. Patent No. 5,870,721C1, No.
5,940,811, and No. 6,105,007.


AFFINITY TECH: U.S. Patent Office Completes Patent Reexamination
----------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB:AFFI) received a "Notice of
Intent to Issue Ex Parte Reexamination Certificate" from the U. S.
Patent and Trademark Office on March 30, 2005, relating to its
U.S. Patent No. 5,940,811 entitled "Closed Loop Financial
Transaction Method and Apparatus".

Joe Boyle, Chairman, President and Chief Executive Officer said,
"During 2004, our primary focus was the continued prosecution of
the reexamination of two of our patents.  We are pleased that the
reexamination of our second loan processing patent has finally
been completed.  Consistent with the reexamination of our first
loan processing patent, U.S. Patent No. 5,870,721, our second loan
processing patent has withstood an extremely lengthy and rigorous
reexamination.  We believe that the satisfactory conclusion of the
reexamination should strengthen our entire patent portfolio.

"As we announced last year our patent covering the automated
establishment of financial and credit accounts (U.S. Patent No.
6,105,007) is also under reexamination.  The reexaminations of our
patents have proven to be time consuming and has impeded our
ability to execute a successful licensing program and raise
additional capital.  Our goals for the first part of 2005 are to
attempt to raise additional capital, which is an immediate
priority for us, and to continue to prosecute the reexamination of
U.S. Patent No. 6,105,007."

                       Bankruptcy Warning

In its Form 10-K for the fiscal year ended Dec. 31, 2004, filed
with the Securities and Exchange Commission, Affinity said it has
generated substantial operating losses and has been required to
use a substantial amount of cash resources to fund its operations.  
At Dec. 31, 2004, the Company had cash and cash equivalents of
$62,756.  The Company needs to secure additional capital
immediately since it has almost completely exhausted its remaining
cash resources.

Affinity also disclosed that it doesn't have the resources to
repay the principal and accrued interest outstanding under its
convertible secured notes, which have become due and payable in
full.  If any of the holders of these notes takes action to
collect the amounts owed by the Company under these notes, it may
be forced to consider alternatives for winding down its business,
including offering its patents for sale and filing for bankruptcy
protection.

                         About the Company

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc., owns a portfolio of patents that covers the automated
processing and establishment of loans, financial accounts and
credit accounts through an applicant-directed remote interface,
such as a personal computer or terminal touch screen.  Affinity's
patent portfolio includes U. S. Patent No. 5,870,721C1, No.
5,940,811, and No. 6,105,007.

At Dec. 31, 2004, Affinity Technology's balance sheet showed a
$1,513,523 stockholders' deficit, compared to a $1,329,579 deficit
at Dec. 31, 2003.

                        Going Concern Doubt

The Company's independent registered public accounting firm, Scott
Mcelveen L.L.P., raised substantial doubt about Affinity's ability
to continue as a going concern due to the Company's recurring
operating losses, accumulated deficit and certain convertible
notes in default.


ALLIED WASTE: Financial Restructuring Cues Fitch to Affirm Ratings
------------------------------------------------------------------
Allied Waste (NYSE: AW) recently completed its financing plan,
including the offering of approximately $100 million of common
stock, $600 million of mandatory convertible preferred stock,
$600 million senior secured notes due 2015, and refinancing and
funding of a new senior secured credit facility.  

Fitch affirms AW's ratings:

    -- $3.425 billion senior secured credit facility at 'BB-';
    -- 7.25% $600 million senior secured notes due 2015 at 'B+';
    -- 6.25% $600 million of three-year mandatory convertible
       preferred stock at 'CCC+'.

In addition, Fitch withdraws the ratings of AW's 10% senior
subordinated notes due 2009 and 7.625% senior secured notes due
2006 upon redemption of the securities.  The existing ratings on
outstanding senior secured notes, senior unsecured notes, senior
subordinated notes and convertible preferred stock are 'B+', 'B',
'B-', and 'CCC+', respectively.

The Rating Outlook is Negative, reflecting uncertainty regarding
AW's ability to reverse margin deterioration through pricing
improvements and cost reductions.  The company is also searching
for a new CEO.  The completion of the financing plan has
eliminated Fitch's concerns about AW's execution of the plan.  The
financing plan allowed the company to extend its debt maturity
schedule, lower interest costs, and improve financial flexibility.

Additional concerns include AW's continued margin deterioration,
weak free cash flow outlook, higher capital expenditure
requirements, and limited credit profile improvement in the
intermediate term.  Interest costs are expected to be lower due to
the refinancing actions, but additional dividend payments on the
new mandatory convertible preferred stock are expected to
partially offset the interest savings, continuing to pressure
fixed-charge coverage metrics.  Stabilization of margins and
improved free cash flow could lead to a review of the Rating
Outlook.  The ratings are supported by AW's solid market
positions, the relatively low volatility of the waste industry,
and the value of AW's landfill assets.

The common stock and preferred stock were issued by Allied Waste
Industries, Inc., and senior secured notes were issued by Allied
Waste North America, Inc., a wholly owned subsidiary.  The
proceeds from the financing transactions were used to repay the
remaining balance of 10% senior subordinated notes due 2009 ($195
million), to redeem $600 million of 7.625% senior secured notes
due January 2006, and to pay off the existing term-loan balance of
approximately $1.6 billion.  In addition, the proceeds will be
used to redeem a portion of 9.25% senior secured notes due 2012
and to retire the remaining balance of 7.875% senior secured notes
due 2005 at maturity (approximately $70 million).  AW does not
have any near-term maturities.

The overall capacity of the new senior secured credit facility is
$3.425 billion.  AW's new revolver due 2010 and institutional
letter of credit facility due 2012 have capacity of $1.575 billion
and $500 million, respectively (the old revolver and letter of
credit capacities were $1.5 billion and $200 million,
respectively).  The new $1.35 billion term loan matures in 2012.
Maturities and covenants have been improved with the refinancing
and will give AW more financial flexibility.  

For example, the maximum debt/EBITDA and minimum EBITDA/interest
under the new covenants through the end of 2005 are set at 6.50
times and 1.85x, respectively, compared to old covenants of 5.75x
(leverage ratio) through June 30, 2005 and 2.0x (interest coverage
ratio) for the quarters starting April 1 through Sept. 30, 2005.  
EBITDA margins have been declining steadily over the past several
years due to rising costs and competitive pricing, which has
pressured EBITDA cushion under the old covenants in recent years.  
With stronger volumes, improved pricing, and better controlled
costs, AW could stabilize its margins, which could further improve
flexibility under the new covenants.


AMERICAN BUSINESS: Court OKs $20M Operations Sale to Ocwen Federal
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the sale of American Business Financial Services, Inc.'s servicing
operations to Ocwen Federal Bank FSB for approximately $20
million.  The sale is expected to close by May 2, 2005.

On Friday, April 1, 2005, the Bankruptcy Court also granted the
request by the Office of the U.S. Trustee for authority to appoint
an examiner in ABFS' Chapter 11 case, a request that was supported
by the Company.  It is expected that an examiner will be selected
in the next several days who will investigate certain specific
issues and prepare and deliver a report summarizing his or her
findings to the Court.

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


AMERICAN BUSINESS: Liquidating Assets & Winding Down Operations
---------------------------------------------------------------
American Business Financial Services, Inc., intends to wind down
its operations and dispose of its assets through a Chapter 11 plan
of liquidation.  The Company closed its office in Texas on Friday,
April 1, 2005, and closed its other offices in California and
Maryland yesterday.  Layoffs of Philadelphia based employees will
begin on April 11, 2005.  ABFS currently expects the wind down to
be completed and the corporate headquarters in Philadelphia to be
closed by the end of July.

ABFS said that the decision to discontinue operations was made
after an extensive analysis of the Company's prospects and careful
consideration of other options for continuing the business,
including a sale of the Company.  "My team and I have worked
diligently with the Company's senior management team and advisors
to explore various options for maximizing recoveries to ABFS'
creditor constituents," said David Coles of Alvarez & Marsal, who
was appointed as Chief Restructuring Officer of ABFS on March 7,
2005.  "As a result of this analysis, it became clear to us that
the cash requirements to create a sustainable operation were
significantly greater than the Company's available funding.  
Therefore, the Board of Directors and I reached the conclusion
that the best course of action for the Chapter 11 estate and
creditors is to wind down the Company in an orderly manner.  

"This was an extremely difficult decision," Mr. Coles said.  "We
regret the impact it will have on the Company's constituents,
particularly its employees, who have been very patient, loyal and
understanding during the Company's recent financial difficulties.
We wish there were a viable alternative that would avoid a wind
down of the Company, but we believe this option offers creditors
the best prospects for recovery."

ABFS intends to ask the Bankruptcy Court for authorization to make
retention and severance payments to certain employees whose
services have been determined to be critical to the wind down and
liquidation process via a Key Employee Retention Program.

The Company said that this announcement will not affect pending
mortgage loan commitments and conditional approvals.  These
categories of applications will be funded in the normal course.
Additionally, ABFS said that the announcement will not affect its
existing loan customers.  The Company's portfolio of loans
currently held for sale is expected to be sold to one or more
buyers as part of the liquidation process and when this occurs
borrowers will receive information from their new lender.

The Company does not expect its Chapter 11 case to be converted to
a Chapter 7, saying that it intends to work closely with its
creditor constituencies, including the DIP Lender, Secured
Noteholders and the Unsecured Creditors Committee, to develop a
Chapter 11 plan of liquidation that provides recoveries for
creditors at least equal to amounts projected under a Chapter 7
liquidation.  Mr. Coles said that he intends to meet with
representatives of both the Secured Noteholders and Unsecured
Creditors Committee to outline the Company's wind down plans and
seek their continued support.

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


AMERICAN RESTAURANT: Noteholders Want Exclusive Periods Terminated
------------------------------------------------------------------
The Ad Hoc Committee of Senior Secured Noteholders appointed in
American Restaurant Group, Inc., and its debtor-affiliates'
chapter 11 cases asks the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, not to extend the
Debtors' exclusive plan filing and solicitation periods.  The plan
filing period ended on March 28.

The Senior Secured Noteholders hold 11-1/2% Series D Senior
Secured Notes due 2006 amounting to $161,774,000.

The Noteholders say it doesn't want the exclusive period extended
since it is imminent that a consensual plan drafted by the
Debtors, the Official Committee of Unsecured Creditors and the
Noteholders will soon be completed.

Headquartered in Los Altos, California, American Restaurant Group,
Inc., through its subsidiaries operating as Stuart Anderson's,
specializes in U.S.D.A. Choice fresh-cut steak; seasoned, seared,
and slow-roasted prime rib; and a variety of seafood entrees
complete with 'all the fixin's'.  The company and its debtor-
affiliates filed a chapter 11 petition on Sept. 28, 2004 (Bankr.
C.D. Cal. Case No. 04-30732).  Thomas R. Kreller, Esq., at
Milbank, Tweed, Hadley & McCloy, represents the Debtors in their
restructuring efforts.  When the Debtor filed for bankruptcy
protection, it listed $77,873,000 in assets and $273,395,000 in
total debts.


ARCHANGEL DIAMOND: Appoints Jonathan N. Dickman as Director & VP
----------------------------------------------------------------
Michael J. M. Farmiloe resigned as a member of the Board of
Directors of the Archangel Diamond Corporation effective March 24,
2005.  

Upon his retirement from the De Beers Group of companies, Mr.
Farmiloe was originally nominated as director of the Corporation
in connection with the acquisition by Cencan S.A. of approximately
62.7% of the issued and outstanding Common Shares of the
Corporation in December 2002.

On April 1, 2005, Jonathan N. Dickman was appointed as Director
and Vice President of the Corporation.  Mr. Dickman is a senior
legal counsel with the De Beers Group of companies with extensive
experience of Russia.

Archangel Diamond Corporation is an international diamond
exploration company that currently owns a 40% interest in Almazny
Bereg, a Russian international open joint stock company, which
conducts exploration on the Verkhotina license area in the Oblast
of Arkhangel'sk in northwestern Russia.  De Beers Consolidated
Mines Ltd. recently stated in a technical assessment study based
on all exploration work completed through November 3, 1999, that
the Grib Pipe, located within the Verkhotina license area, has an
estimated resource of approximately 98 million tonnes of
kimberlite to a depth of 500 meters, containing some 67 million
carats of recoverable +1 mm diamonds at an average mining grade of
69 carats per hundred tonnes and an average life-of-mine revenue
value of US$79 per carat.  For the past three years, Archangel has
persistently sought political and legal assistance in an effort to
cause its Russian joint venture partner to transfer the Verkhotina
Diamond License, pursuant to underlying contracts, to Almazny
Bereg.

As of Sept. 30, 2004, Archangel Diamond's stockholders' deficit
widened to $1,345,006, compared to a $704,570 deficit at
Dec. 31, 2003.


ASPEN TECHNOLOGY: S&P Affirms Junk Subordinated Debt Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Cambridge, Ma.-based Aspen Technology Inc. from CreditWatch, where
they were placed with negative implications on Nov. 1, 2004, and
affirmed its 'B' corporate credit and 'CCC+' subordinated debt
ratings.  The outlook is negative.

"The rating action follows the filing of the company's 10-Q
statements for the periods ending Sept. 30, 2004, and Dec. 31,
2004, which had been delayed because of ongoing investigations of
accounting for certain software license and service-agreement
transactions by its audit committee," said Standard & Poor's
credit analyst Lucy Patricola.  As a result of the investigation,
the company has restated results from fiscal 2000 through fiscal
2004.  The restatements, aggregated over the four-year period, are
not material to operations and do not have a cash impact.

The ratings on Aspen Technology reflect high leverage, limited
near-term liquidity, and a narrow product offering.  These are
only partially offset by Aspen's good position as a specialized
software provider.  Aspen's software products focus on process
manufacturing, specializing in chemicals, petrochemicals, and
petroleum segments.  Aspen competes against other specialized
process industry software providers, as well as large, diversified
supply-chain-applications providers.


ATA AIRLINES: Court Approves John Denison Employment Agreement
--------------------------------------------------------------
ATA Airlines, Inc., and John Denison executed an employment
agreement on March 4, 2005.  Pursuant to the Agreement, Mr.
Denison will serve as ATA Airlines' Chief Executive Officer and
continue to serve as the Co-Chief Restructuring Officer for ATA
Airlines and ATA Holdings Corp.  Mr. Denison has served as
Co-Restructuring Officer since January 20, 2005.

The Debtors believe Mr. Denison's leadership is crucial to their
ongoing success and reorganization efforts.  Mr. Denison's past
successes and experience in the airline industry are excellent
indicators of the value Mr. Denison will add to the Debtors.

Melissa M. Hinds, Esq., at Baker & Daniels, in Indianapolis,
Indiana, notes that in the ordinary course of business, the
Debtors make strategic employment decisions, including hiring new
officers and senior level management personnel.  These employment
decisions would be made regardless of the Debtors' Chapter 11
cases, and therefore should not require Court approval under
Section 327 of the Bankruptcy Code.  Moreover, courts have
routinely held that officers and directors of a debtor should not
be treated as "professional persons."

At the Debtors' behest, Judge Lorch rules that the execution of
the Employment Agreement is within the ordinary course of the
Debtors' business.  The United States Bankruptcy Court for the
Southern District of Indiana approves the Employment Agreement
nunc pro tunc to March 4, 2005.

Ms. Hinds relates that, excluding Mr. Denison's most recent
engagement as the Debtors' Co-Chief Restructuring Officer, Mr.
Denison is a "disinterested person."  Mr. Denison does not hold
any interest adverse to the Debtors' estates.

The salient terms of the Employment Agreement are:

   (a) As the Debtors' Co-Restructuring Officer, Mr. Denison will
       be paid $25,000 for the period January 20 to February 20,
       2005;

   (b) As remuneration for all services to be rendered by Mr.
       Denison under the Agreement as of February 21, 2005, the
       effective date of the Agreement, the Debtors will pay Mr.
       Denison a bi-weekly salary of $12,115, less all applicable
       payroll tax withholding and other applicable deductions;

   (c) Mr. Denison will also be eligible to be considered for
       discretionary bonus, to be determined by the Board of
       Directors of the Company upon the earliest to occur of:

       (1) the termination of the employee's employment;

       (2) a consummation of any agreement or any transactions,
           involving any:

           * merger, consolidation or reorganization to which ATA
             Holdings or ATA Airlines are acquired by or combined
             with any entity;

           * acquisition, directly or indirectly, by a Purchaser
             of all or a substantial portion of the assets or
             operations of the ATA Companies or all or
             significant part of the outstanding or newly issued
             shares of any of the ATA Companies' capital stock;

           * closing of any other sale, transfer or assumption of
             all or a substantial portion of all of the assets,
             liabilities or stock of the ATA Companies; or

           * confirmation of a Chapter 11 reorganization plan for
             ATA Holdings or ATA Airlines; or

       (3) December 31, 2005.  

   (d) ATA Airlines will provide Mr. Denison fringe benefits to
       which senior vice president level officers of the company
       are generally entitled.  However, Mr. Denison is not
       entitled to any severance benefits or compensation or any
       vacation benefits;

   (e) ATA Airlines will pay or reimburse Mr. Denison for all
       ordinary and necessary expenses, in a reasonable amount,
       which Mr. Denison incurs in performing his duties; and

   (f) ATA Airlines will indemnify Mr. Denison against all
       liability and expense that he may be incur in connection
       with or resulting from any Claim to the fullest extent
       authorized or permitted by law, as the same exists or may
       be amended, or otherwise consistent with the public policy
       of the State of Indiana.

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


ATHLETE'S FOOT: Moody's Downgrades Asset-Backed Bond Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service is downgrading its rating on asset-
backed notes issued by Athlete's Foot's I.P. Holdings, Inc., a
securitization entity wholly owned by Athlete's Foot Brands, Inc.,
in August 2003.  The Notes are backed by franchise fee revenues
generated by The Athlete's Foot footwear stores and their related
trademarks.  The complete rating action is:

   Issuer: Athlete's Foot's I.P. Holdings, Inc

   * Asset-Backed Notes, rated Baa3, downgraded to Ba2

Athlete's Foot LLC filed for bankruptcy protection on
December 10, 2004.  Under its reorganization plan and as of
March 31, 2005, all of the 114 company owned stores have been
liquidated, though 32 of these have been purchased by existing
franchisees.  Athlete's Foot, the entity that owned and operated
the company owned stores, is a separate operating entity from the
securitization vehicle.  As a result, the 593 franchisees
continued to operate on an "as-is" basis and were not directly
affected by the bankruptcy.

The downgrade is due to the recent loss of royalty revenue to the
securitization as a result of the closing of the company-owned
stores.  Though a portion of this lost revenue is expected to
replaced by collections from franchisees as well as the opening of
new locations, the level of recovery remains uncertain.  The
potential damage to the Athlete's Foot brand due to the bankruptcy
was also factored into the rating action.


BOMBARDIER INC: Discloses Fourth Quarter & Annual Financials
------------------------------------------------------------
Bombardier Inc. (TSX:BBD.MV.A)(TSX:BBD.SV.B) disclosed its
financial results for the fourth quarter and the year ended
Jan. 31, 2005.

Consolidated revenues totaled $4.8 billion for the three-month
period ended Jan. 31, 2005, compared to $4.9 billion for the same
period last year.  For the year ended Jan. 31, 2005, consolidated
revenues totaled $15.8 billion, compared to $15.5 billion the
previous year.  These results mainly reflect higher revenues in
the transportation segment and lower revenues in the aerospace
segment.

Consolidated earnings (loss) before income taxes (EBT), before
special items, were $93 million for the fourth quarter of fiscal
year 2005, compared to negative $38 million for the same period
last fiscal year.  The improvement of $131 million is mainly due
to better results in the transportation segment.  EBT before
special items for fiscal year 2005 was $71 million, compared to
$311 million last year.

The manufacturing segments' free cash flow for the fourth
quarter of fiscal year 2005 was $704 million, an improvement of
$60 million over the corresponding period last year.  For fiscal
year 2005, free cash flow was $388 million for a $1.1 billion
improvement, compared to last fiscal year.  The Corporation's cash
position as at Jan. 31, 2005, was solid at $2.4 billion.

In the aerospace segment, business jet net orders were up 69% year
over year, demonstrating the continued strengthening of the
market.  For the transportation segment, its restructuring
initiative is proceeding as planned with a net workforce reduction
of approximately 4,000 as at Jan. 31, 2005.

In accordance with the Corporation's policy and based on last
fiscal year results, the Board of Directors decided there will be
no dividend payment on common shares (Class A and Class B shares)
for fiscal year 2006.

"Despite a very challenging environment, our cash position is
solid and we had a good free cash flow performance this year,"
said Laurent Beaudoin, Chairman of the Board and Chief Executive
Officer of Bombardier Inc.  "The Corporation's foundations are
robust: highly skilled employees and great product portfolios.  
All our efforts will be concentrated on our two main businesses to
ensure that they can achieve their full profit potential."

                        Bombardier Aerospace

Bombardier Aerospace was profitable for the fourth quarter and the
year ended Jan. 31, 2005, in spite of a challenging environment.

Total aircraft deliveries increased to 329 from 324 the previous
year.  Business jet deliveries were up 44%. Lower Bombardier
CRJ200 deliveries were partially offset by a 26% increase in
Bombardier CRJ700 and CRJ900 aircraft deliveries.  With regards to
aircraft orders, business jet net orders were up 69% and Q-Series
turboprop aircraft orders were up 88% for fiscal year 2005.

Bombardier Aerospace continues to be a leader in the business jet
and regional aircraft segments in which it competes. The business
jet market share, based on deliveries, reached 27% from 20% last
year.  The regional aircraft market share, based on gross order
intake, increased from 56% to 67%.  Deliveries of Bombardier
products represented 57% of the overall 20- to 90-seat regional
aircraft deliveries during the last year.

Bombardier Aerospace also maintains its competitiveness with
product innovations that meet customers' needs.  An enhanced
version of the CRJ900 aircraft, which combines substantially,
improved take-off and landing performance, increased range and
lower fuel consumption was recently introduced.  An engine upgrade
was also introduced for the CRJ700 aircraft, that will offer
operators savings of up to 15% in engine maintenance costs over 15
years.

In March 2005, the Board of Directors of the Corporation granted
Bombardier Aerospace authority to offer the new CSeries family of
aircraft to customers.  The authority to offer is an important
step in the process that could lead to the aircraft program
launch.  Prior to launch, Bombardier will seek firm commitments
from potential customers, suppliers and government partners.

                   Bombardier Transportation

Bombardier Transportation's results continue to improve as the
ongoing restructuring initiative progresses on schedule.

Site closures are proceeding as planned with three plant closures
in fiscal year 2005.  Site improvement measures were deployed with
clear, measurable cost saving targets.  The project management
function has been strengthened with regular audits of the most
critical 40 projects, supported by a strict governance system and
resulting in enhanced accountability.  A detailed procurement
action plan was put in place to reduce costs and the number of
suppliers.

Two important product milestones were achieved in the last fiscal
year.  The first Bombardier TRAXX MS multi-system freight
locomotive was delivered to the Swiss Federal Railways, bringing
significant commonality and interoperability advantages to
customers.  Also, the first AGC high-capacity regional trainset
was delivered to the French National Railways ahead of schedule,
reflecting the improvements in project management and the focus on
customer satisfaction.

Bombardier Transportation remains the global leader in rail
equipment manufacturing.  Sales efforts will be intensified in the
new member countries of the European Union, the Middle East, and
Asia.  Emphasis will also be placed on the fast-growing signaling
and services segments.

                     Consolidated Results

Consolidated revenues totaled $4.8 billion for the three-month
period ended Jan. 31, 2005, compared to $4.9 billion for the same
period last year.  This decrease is due to lower sales in the
aerospace segment, partially offset by higher sales in the
transportation segment.  For the year ended Jan. 31, 2005,
consolidated revenues totaled $15.8 billion, compared to
$15.5 billion the previous year.  This increase is due to higher
revenues in the transportation segment, partially offset by lower
revenues in the aerospace segment.

EBT before special items for the three-month period ended Jan. 31,
2005, amounted to $93 million, compared to negative $38 million
for the same period last year.  This improvement results from
better performance in the transportation segment, partially offset
by lower results in the aerospace and BC segments.  EBT before
special items reached $71 million for fiscal year 2005, compared
to $311 million for fiscal year 2004.  This decrease is mainly
explained by lower performance in the Aerospace and BC segments.

Special items for the three-month period ended Jan. 31, 2005
amounted to $38 million, compared to $362 million for the same
period last year.  For the year ended Jan. 31, 2005, special items
reached $172 million, compared to $330 million for fiscal year
2004.

As a result, EBT amounted to $55 million for the fourth quarter of
fiscal year 2005, compared to a negative EBT of $400 million
for the same period the previous year.  For the year ended
Jan. 31, 2005, EBT was negative $101 million, compared to negative
EBT of $19 million for fiscal year 2004.

Income from continuing operations was $56 million, or $0.03 per
share, for the fourth quarter of fiscal year 2005, compared to a
loss of $415 million, or $0.24 per share, for the same period the
previous year.  For the year ended Jan. 31, 2005, loss from
continuing operations was $85 million, an improvement of $81
million over the $166 million loss, for fiscal year 2004.

As at Jan. 31, 2005, Bombardier's order backlog was $31.5 billion,
compared to $34.6 billion as at Jan. 31, 2004. The main reason for
the reduction is an excess of revenues recorded over order intake
in the transportation segment.

Bombardier Aerospace's segmented revenues amounted to $2.6 billion
for the three-month period ended Jan. 31, 2005, compared to
$2.9 billion for the same period the previous year.  Bombardier
Aerospace's segmented revenues amounted to $7.9 billion for the
year ended Jan. 31, 2005, compared to $8.2 billion for the same
period the previous year.  These decreases mainly result from
lower deliveries of CRJ200 aircraft, partially offset by increased
deliveries and a favorable mix of business aircraft and increased
deliveries of CRJ700 and Q400 aircraft.  Effective the first
quarter of fiscal year 2005, Bombardier prospectively changed its
revenue recognition policy for sales of aircraft fractional
shares.  Under the previous accounting policy, total revenues
would have been higher by $163 million for fiscal year 2005.

Earnings before net interest expense, income taxes and
depreciation and amortization (EBITDA) amounted to $164 million
for the three-month period ended Jan. 31, 2005, compared to
$232 million for the same period last year. EBITDA amounted to
$555 million for fiscal year 2005, compared to $717 million for
fiscal year 2004.  These decreases mainly result from the negative
impact of higher effective exchange rates of the Canadian dollar
compared to the U.S. dollar, lower deliveries of CRJ200 aircraft,
severance and other involuntary termination costs and higher
research and development costs related to the CSeries aircraft for
the periods of fiscal year 2005.  These decreases were partially
offset by increased deliveries and a favorable mix of business
aircraft, increased deliveries of CRJ700 and Q400 aircraft and
improved margin on pre-owned aircraft.

EBIT amounted to $78 million, or 3% of segmented revenues, for the
fourth quarter ended Jan. 31, 2005, compared to $139 million, or
4.9%, for the same period the previous year.  For fiscal year
2005, EBIT was $190 million, or 2.4% of segmented revenues,
compared to $409 million, or 5%, for fiscal year 2004.

For the quarter ended Jan. 31, 2005, aircraft deliveries totaled
108, compared to 107 for the same period the previous year. The
108 deliveries were made up of 47 business aircraft, 60 regional
aircraft and one amphibious aircraft.  During fiscal year 2005,
Bombardier Aerospace delivered 329 aircraft, compared to 324 for
fiscal year 2004.  Aircraft delivered during fiscal year 2005
consisted of 200 regional aircraft, 128 business aircraft and one
amphibious aircraft.  Bombardier expects aircraft deliveries in
fiscal year 2006 to remain at a similar level as in fiscal year
2005.

For the fourth quarter and fiscal year ended Jan. 31, 2005,
Bombardier received 54 and 154 net orders for business aircraft,
compared to 48 and 91 net orders for the same periods last fiscal
year.  This increase reflects the introduction of new models and
the sustained recovery in the worldwide business aircraft market.

For the fourth quarter and fiscal year ended Jan. 31, 2005,
Bombardier received 12 and 133 net orders for regional aircraft,
compared to 38 and 140 for the same periods last year.  The fiscal
year 2005 orders included an order for 32 CRJ200 aircraft from
Atlantic Southeast Airlines, valued at approximately $780 million;
an order from Air Canada for 15 CRJ Series 705 and 15 CRJ200,
valued at approximately $821 million; an order from Air Nostrum
for 20 Bombardier CRJ200 aircraft, valued at approximately
$512.6 million; and an order from FlyBE. for 20 Q400 aircraft
valued at approximately $485 million.

As at Jan. 31, 2005, the aerospace firm order backlog totalled
$10.2 billion, compared to $10.9 billion as at Jan. 31, 2004.  The
year-over-year reduction in the backlog is mainly due to the
voluntary removal of 34 CRJ200 aircraft orders from Independance
Air, Inc. (formerly Atlantic Coast Airlines, Inc.), and the
deliveries exceeding new orders for regional aircraft (mainly
CRJ200 aircraft), partially offset by the increase in the backlog
for business aircraft.

                   Bombardier Transportation

   -- Successful ongoing execution of the restructuring initiative

   -- Revenues of $2.1 billion for the fourth quarter;
      $7.6 billion for fiscal year 2005

   -- EBITDA before special items of $94 million ($56 million
      after special items) for the fourth quarter; $171 million
      (negative $1 million after special items) for fiscal year
      2005

   -- EBIT before special items of $61 million ($23 million after
      special items) for the fourth quarter; $33 million (negative
      $139 million after special items) for fiscal year 2005

   -- Special items of $38 million for the fourth quarter;
      $172 million for fiscal year 2005

   -- New order intake totaling $4.4 billion for the year

   -- Order backlog of $21.3 billion

Bombardier Transportation's segmented revenues amounted to
$2.1 billion for the three-month period ended Jan. 31, 2005,
compared to $1.9 billion for the same period last year.  For the
year ended Jan. 31, 2005, segmented revenues amounted to
$7.6 billion, compared to $7 billion for the previous year.  These
increases were mainly due to higher revenues on mainline contracts
and the positive effect of foreign currency fluctuations resulting
from the weakening of the U.S. dollar compared to the euro and
other western European currencies.

EBITDA before special items amounted to $94 million for the three-
month period ended Jan. 31, 2005, compared to negative $98 million
for the same period last year.  The increase is primarily due to
contract adjustments in fiscal year 2004 related to revisions in
estimates for the completion of certain contracts and the charge
related to the settlement of all outstanding claims in connection
with the Amtrak Acela high-speed train contracts.  For fiscal year
2005, EBITDA before special items totaled $171 million, compared
to $197 million for fiscal year 2004.  The decrease is primarily
due to the deterioration in the profitability of certain
significant contracts during the fourth quarter of fiscal year
2004 and the first quarter of fiscal year 2005, which are now
accounted for at a lower margin, partially offset by lower
operating expenses resulting from the positive effects of various
restructuring and cost reduction initiatives.

EBIT before special items totaled $61 million, or 2.9% of
segmented revenues for the fourth quarter ended Jan. 31, 2005,
compared to negative $145 million for the same quarter the
previous fiscal year.  For fiscal year 2005, EBIT before special
items was $33 million, or 0.4% of segmented revenues, compared to
$39 million, or 0.6%, for fiscal year 2004.

Special items amounted to $38 million for the three-month period
ended Jan. 31, 2005, compared to $349 million for the same period
last year.  For fiscal year 2005, special items totaled
$172 million, compared to $349 million for fiscal year 2004. These
special items relate to severance and other involuntary
termination costs, as well as site closure costs.  The total
cost of the restructuring initiative, initially estimated at
$583 million, is now expected to amount to $617 million.

As a result, EBIT amounted to $23 million, or 1.1% of segmented
revenues, for the fourth quarter ended Jan. 31, 2005, compared to
negative $494 million for the same quarter the previous
fiscal year.  For fiscal year 2005, EBIT amounted to negative
$139 million, compared to negative $310 million for fiscal year
2004.

Major orders during fiscal year 2005 were for 324 high-capacity
trains, AGC type, from the French National Railways (SNCF), valued
at $474 million; a fully-automated rapid transit system from Yong-
In of Korea, valued at $320 million; and 20 eight-car high-speed
trainsets from the Ministry of Railways of China, valued at
$263 million.

Bombardier Transportation's backlog totaled $21.3 billion as at
Jan. 31, 2005, compared to $23.7 billion as at Jan. 31, 2004. This
decrease in the value of the order backlog reflects an excess of
revenues recorded over order intake, partially offset by the
positive impact of a foreign exchange adjustment of approximately
$800 million, mainly due to the weakening of the U.S. dollar
compared to the euro and other western European currencies.

                        Bombardier Capital

   -- Revenues of $105 million for the fourth quarter;
      $426 million for fiscal year 2005

   -- EBT of negative $1 million for the fourth quarter; positive
      $29 million for fiscal year 2005

   -- 13% reduction of wind-down portfolios for the fourth
      quarter; 45% reduction for fiscal year 2005

For the fourth quarter of fiscal year 2005, Bombardier Capital's
segmented revenues amounted to $105 million, compared to
$114 million for the same quarter the previous year.  For the year
ended Jan. 31, 2005, Bombardier Capital's segmented revenues
amounted to $426 million, compared to $493 million for fiscal year
2004.  These decreases are consistent with the reduction in
average assets under management.

Bombardier Capital's EBT amounted to negative $1 million and
positive $29 million for the quarter and fiscal year ended
Jan. 31, 2005, compared to EBT of $13 million and $53 million for
the same periods the previous year.  These decreases are mainly
due to the payment of $19 million in connection with the
repurchase of call options related to putable/callable notes as a
result of the downgrades in the Corporation's credit ratings in
November 2004 and the reduction in net margin resulting from the
decrease in the wind-down portfolios, partially offset by lower
non-interest expenses and improved credit quality trends resulting
in lower provision requirements.

Significant progress was made in reducing the wind-down portfolios
during fiscal year 2005.  Finance receivables and assets under
operating leases related to the wind-down portfolios declined 45%,
or $420 million, during fiscal year 2005, mainly arising from
reductions in the business aircraft, manufactured housing and
consumer finance portfolios as a result of loan repayments.

Continued portfolios are regularly assessed for strategic fit,
profitability, funding availability and risk profiles.  The
orderly and timely reduction of the wind-down portfolios carries
on as planned.

A world-leading manufacturer of innovative transportation
solutions, from regional aircraft and business jets to rail
transportation equipment, Bombardier, Inc. --
http://www.bombardier.com/-- is a global corporation
headquartered in Canada.  Its revenues for the fiscal year ended
Jan. 31, 2004 were $15.5 billion US and its shares are traded on
the Toronto and Frankfurt stock exchanges (BBD and BBDd.F).

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 18, 2005,
Standard & Poor's Ratings Services would keep its ratings on
Bombardier, Inc., and its subsidiaries, on CreditWatch with
negative implications, where they were placed Dec. 13, 2004.  The
ratings remain on CreditWatch pending the company's release of its
annual results, and meetings between Standard & Poor's and the
company's senior management.

"Bombardier recently announced that it would be offering a new C-
series aircraft line for sale aimed at the 110-130 seat segment,"
said Standard & Poor's credit analyst Kenton Freitag.  The
announcement falls short of a full launch, with decisions still to
be made on government and supplier support and the company will be
seeking firm customer commitments prior to launch.  "The company
has estimated development costs of about US$2 billion," added Mr.
Freitag.

The C-series aircraft signals a continuing interest by Bombardier
to compete in the commercial aerospace segment.  Bombardier aims
to exploit a market niche by offering an aircraft that is
comparable in size to Boeing Co. (A/Stable/A-1) and Airbus's
smallest offerings (the 737-600 and A318) and Embraer's largest
aircraft (the 190/195).  The company expects that its aircraft
will be lighter and offer better operating market economics than
current competing offerings and will target airlines that will be
retiring DC-9s and older B-737s.

There are significant risks to new aircraft development.
Development costs frequently balloon beyond original estimates,
market reception is uncertain, and the costs beyond development
(working capital, financing subsidies, and residual value support)
can be onerous.  The market segment that Bombardier is focusing on
has experienced a particularly high failure rate in the past; the
economics would likely need to be very compelling to overcome
concerns about fleet commonality and an unproven operating
history.  Finally, a targeted competitive response to the C-series
from Boeing or Airbus could seriously handicap the jet's potential
for success.

Bombardier estimates that its share of development costs would be
about US$700 million spread out over the next five years, and that
it will substantially finance its portion out of operating cash
flows.  At this time, however, Bombardier's future cash flows are
very uncertain and even modest incremental development costs could
strain the company's financial profile.

Although Standard & Poor's expects to discuss these issues with
management in forthcoming meetings, resolution of the CreditWatch
will be primarily focused on near-term financial issues.

Standard & Poor's subsequently expects to resolve the CreditWatch
in April 2005.  Any downgrade would likely be limited to one or
two notches, provided liquidity remains adequate. Conversely,
ratings could be affirmed if there are indications that the
company's financial position has stabilized.


BSI HOLDING: Liquidating Trustee Issues 3rd Partial Distribution
----------------------------------------------------------------
Joseph Myers, a partner and managing director of Clear Thinking
Group, LLC, and Liquidating Trustee for BSI Holding Co., Inc.,
f/k/a Bob's Stores, said that BSI's unsecured creditors have been
issued the third partial distribution of their undisputed claims,
bringing total distributions to date to 75 cents on the dollar.

The distribution exceeds the 70-cent return that had initially
been anticipated, Mr. Myers said.  An additional disbursement of
funds for payment of general unsecured claims is expected to occur
at the end of the second quarter of 2005.

Mr. Myers credited the higher-than-anticipated return rate and
expedient distribution of claims to the efforts of Jay Indyke, of
New York City-based Kronish Leib Weiner & Hellman LLP, counsel to
the trustee.  He also acknowledged the cooperation of several
other individuals and firms involved in the matter, including
Michael Pappone and Nancy Johnsen of Goodwin Procter LLP, Boston,
Mass., counsel to the debtor; David Fournier and Adam Hiller, of
the Wilmington, Del. office of Pepper Hamilton LLP, local counsel
to the trustee; Shelia Smith and Tim Hurley, at Deloitte & Touche
LLP, financial advisor to the trustee; and Bob Duffy of FTI
Consulting, financial advisor to the debtor.

                   About Clear Thinking Group

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

BSI Holding Co., Inc., formerly known as Bob's Stores, Inc., and
its affiliates operated a retail clothing chain headquartered in
Meriden, Connecticut.  The companies filed for chapter 11
protection on October 22, 2003 (Bankr. Del. Case No. 03-13254).  
At that time, the casual clothing and footwear chain operated 34
stores in six states throughout the Northeast.  The majority of
the merchant's assets were subsequently acquired by The TJX
Companies, Framingham, Mass., for about $100 million less various
adjustments.  A liquidation trust was then established to
reconcile all remaining claims and liquidate the retailer's
estate.

Adam Hiller, Esq., at Pepper Hamilton represents the Debtors.  
Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman LLP, and
Charlene Davis, Esq., and Deirdre Richards, Esq., at The Bayard
Firm represent the Creditors' Committee.  When the Company filed
for protection from its creditors, it listed debts and assets of
more than $100 million.


CATHOLIC CHURCH: St. George Asks Court to Extend CCAA Stay
----------------------------------------------------------
The Most Rev. Douglas Crosby, Bishop of St. George's Diocese,
confirmed that the Roman Catholic Episcopal Corporation of
St. George's, the civil arm of the Diocese, is seeking a 45-day
extension of the time to file a proposal under the Notice of
Intention filed on March 8, 2005, pursuant to the Bankruptcy and
Insolvency Act.  This notice effected a "stay of proceedings" in
civil actions against the Corporation including those launched
since 1991 on behalf of 36 victims of sexual abuse.

Since March 8, the Corporation has notified its creditors of the
filing, established a listing of the Corporation's land holdings,
completed a full review of the Corporation's insurance policies,
initiated a review of a number of legal issues affecting various
stakeholders including creditors and parishioners and has begun
assembling a list of other assets within the Corporation.  The
Corporation is currently in the process of obtaining independent
valuations for each of its land holdings and, with the assistance
of legal counsel, is preparing to meet with the insurers to assess
liability coverage.

The requested extension will give the Corporation additional time
necessary to complete the processes currently underway, to meet
with its major creditors to review and assess proposal options and
to prepare a viable proposal to present to its creditors.

"We will see this through till the end," said Bishop Crosby.  "Too
many innocent people have been hurt and continue to suffer.  Not
just the victims of abuse, for whom no amount of money can
compensate for their suffering, but the people in our parishes and
their priests - everyone."

The Corporation is taking active steps to assemble a clear and
complete listing of its assets and their value in order to
properly determine its financial capacity to make a just and fair
proposal to its creditors.

"I am confident that the Roman Catholic Episcopal Corporation of
St. George's is firm in its resolve to meet its obligations to its
creditors, in particular, the victims of sexual abuse," said
Bishop Leonard Whitten, retired Anglican Bishop of Western
Newfoundland.  "The process underway is open and transparent."

In February 2005 Bishop Whitten accepted Bishop Crosby's
invitation to serve as an independent and external reviewer of the
Corporation's financial resources.

The Diocese of St. George's -- http://www.rcchurch.com/--   
established in 1904, is located in Western Newfoundland.  It
serves a Catholic population of 32,060 found in 20 parishes under
the pastoral care of 18 priests.  St. George's is one of four
Catholic dioceses in the province.  The Diocesan Centre is located
in Corner Brook.


CHC HELICOPTER: Post-Split Shares Will Trade at NYSE on April 19
----------------------------------------------------------------
CHC Helicopter Corporation (TSX: FLY.SV.A and FLY.MV.B; NYSE: FLI)
has amended the mailing date for share certificates associated
with the two-for-one subdivision of shares.

As reported in the Troubled Company Reporter on Mar. 31, 2005, CHC
Helicopter Corporation's shareholders approved the subdivision of
CHC's issued and unissued Class A Subordinate Voting Shares,
Class B Multiple Voting Shares and Ordinary Shares, all on a two
for one basis. Articles of amendment reflecting the subdivision
were filed with Industry Canada.

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

It is expected that Class A Subordinate Voting Shares and Class B
Multiple Voting Shares listed on the Toronto Stock Exchange will
commence trading on a post-split basis on April 12, 2005.  

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

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

In order to accommodate requirements of the New York Stock
Exchange, certificates for additional Class A Subordinate Voting
Shares and Class B Multiple Voting Shares will be mailed April 18,
2005, not April 20 as stated earlier.  As a result of this change,
the Class A Subordinate Voting Shares listed on the New York
Stock Exchange will commence trading on a post-split basis on
April 19, 2005.

The subdivision record date remains unchanged.  Shareholders of
Record on April 14, 2005, will receive certificates for the
additional shares to which they are entitled as a result of the
subdivision.

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

                         *     *     *

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

Moody's rating actions for CHC Helicopter are:

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

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

   * affirmed Ba3 -- CHC's senior implied rating

   * affirmed B1 --  CHC's issuer rating


CHC INDUSTRIES: Has Until April 28 to File Objections to Claims
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the Middle District of Florida gave
CHC Industries, Inc., an extension, through and including
April 28, 2005, to file objections to claims.

The Debtor relates that its creditors have filed 330 claims
against it, and in addition, there are approximately 240 creditors
listed on its schedules that did not appear to file claims.  The
Debtor has filed objections to numerous filed and scheduled claims
with the Bankruptcy Court since February 2005.

The Debtor tells the Court that it is still continuing to review
other claims and may still file additional objections with respect
to those claims, if necessary.  The Debtor explains that the
extension will allow it and the Creditors Committee to verify that
objections have been filed to all disputed and contested claims.  
The Debtor further assures the Court that the extension will not
prejudice its creditors and will not delay the payment to holders
of allowed claims.

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


CHIQUITA BRANDS: Moody's Assigns B3 Rating to Proposed $150M Debt
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Chiquita Brands
LLC's proposed new senior secured credit facilities.  Moody's also
assigned a B3 rating to the planned $150 million senior unsecured
notes of Chiquita Brands International, Inc. (CBII, the holding
company), downgraded CBII's existing senior unsecured notes to B3
from B2, and downgraded Chiquita's senior implied rating to B2
from B1.  The ratings outlook is stable.

These ratings actions conclude Moody's review of Chiquita's
ratings, which was initiated on February 24, 2005, after the
company's announcement that it intended to acquire the Fresh
Express unit of Performance Food Group Company for $855 million in
cash (approximately 9.4x Fresh Express' adjusted 2004 EBITDA).
Proceeds from the proposed credit facilities, along with $50
million of debt secured by ships, $75 million of planned perpetual
convertible preferred stock, and cash on hand will fund the
acquisition of Fresh Express.

The ratings recognize that the addition of Fresh Express provides
important diversification to Chiquita's business, but also takes
into account the significant cost of the acquisition, its largely
debt funding, the consequent increase in financial leverage, the
challenges in integrating the new business, which will increase
Chiquita's sales by a third, and the continuing sensitivity of
Chiquita's earnings and cash flow to the regulatory regime for
banana imports in Europe, which will be modified by 2006.  The
specific regulatory changes in Europe are not yet agreed, and the
extent of potential negative impact on Chiquita's profitability is
uncertain but could be significant.

Moody's ratings actions were:

Chiquita Brands LLC:

    i) $150 million senior secured revolving credit, maturing 2010    
       -- B1 assigned;

   ii) $125 million senior secured term loan A, maturing 2010
       -- B1 assigned; and

  iii) $375 million senior secured term loan B, maturing 2012
       -- B1 assigned.

Chiquita Brands International Inc.:

   i) $150 million senior unsecured notes, due 2015 -- B3    
      assigned;

  ii) $250 million 7.5% senior unsecured notes, due 2014 -- to B3
      from B2;

iii) Unsecured issuer rating -- to B3 from B2;

  iv) Senior implied rating -- to B2 from B1; and

   v) Ratings outlook -- stable.

Moody's does not rate Chiquita Brands LLC's existing $150 million
secured credit facility, secured shipping loans ($133 million pro
forma after the Fresh Express acquisition), or the proposed $75
million of CBII perpetual convertible preferred stock.

Fresh Express, which is an industry leader in value-added and
other fresh-cut produce in US retail and foodservice channels,
will add significant business diversification to Chiquita in
higher margin products in a growing food category.  The
acquisition will add about $1 billion of revenues and $91 million
of adjusted EBITDA to Chiquita's $3 billion 2004 revenue base and
$172 million of adjusted 2004 EBITDA.  Bananas will drop to 42% of
Chiquita's sales from 56%, though earnings exposure to European
banana markets will remain material.  While an important strategic
business move for Chiquita, integration of the acquisition could
pose challenges because it is a large addition to Chiquita in a
new type of produce.

Also, while Fresh Express' sales growth has been good, category
growth is slowing, and margins have been declining.  In addition,
the acquisition cost is significant and financing is largely debt,
increasing Chiquita's overall debt and leverage at a time when it
still faces uncertainty about the outcome of new European banana
import regulations.

Chiquita's ratings are restrained by the sensitivity of its
earnings to factors such as commodity input cost volatility (on
fuel, shipping and packaging costs, as well as fruit and vegetable
supplies, which can be impacted by weather, disease and pests).
The company's earnings also are exposed to foreign exchange rates,
particularly the Euro.  In addition, the business can be affected
by changing international trade regulations, and the company's
overseas farm operations can be subject to political risks, labor
issues, and litigation.  Pro forma debt and lease adjusted
enterprise leverage is high considering the company's low
operating margins, modest returns on assets, the large intangible
component to its pro forma balance sheet, the uncertainty about
the changes in European banana import regulations, and the Fresh
Express integration risks.

The ratings gain support from the business/geographic
diversification and scale gained with the Fresh Express
acquisition, a business with higher margins than Chiquita, growing
sales, and relatively steady earnings generation.  Chiquita's
earnings concentration on European bananas will reduce materially,
though still be significant.  The ratings also consider the well-
established market positions of both Chiquita and Fresh Express.
Demand trends for both businesses' products are steady, with some
underlying growth, and Chiquita has strong brand name awareness by
consumers.  The ratings also recognize Chiquita's risk management
initiatives, which have included hedging a large part of its Euro
exposure through 2006 to protect the profitability of its European
operations from negative euro exchange rate movements.  In
addition, the ratings consider the liquidity provided by the
revolving credit, which provides adequate seasonal availability
and covenant levels that provide ample cushion.

The stable ratings outlook accommodates potential for negative
impact from the scheduled changes in European regulations in 2006.
Ratings could be upgraded once the changes are agreed if the
impact on Chiquita is moderate and free cash flow after capital
spending and dividends is expected to be above about 8% of
enterprise debt.  The ratings also could gain support if earnings
growth enables Chiquita to reduce debt levels materially while the
market transitions in Europe.  Ratings could be pressured by a
combination of significant profit impairment resulting from the
new regulations in Europe and pressures on earnings from
uncontrollable cost increases and/or unfavorable banana
supply/demand dynamics, and/or major integration difficulties with
Fresh Express.

Pro forma for the acquisition, Chiquita will have a $4 billion
revenue base, $1.1 billion of debt, and $263 million of adjusted
PF EBITDA.  The company also will have significant operating
leases.  PF lease adjusted debt/EBITDA will be about 5x. Pro forma
free cash flow after capital spending and dividends represents
about 6% of debt.  The balance sheet will have a significant
goodwill and intangible component. PF EBITDA margins are about 6%,
and EBITDA less capital spending provides 2.5x coverage of
interest expense and 2.0x coverage of interest and dividends.
The company's EBITDA, however, could drop materially in 2006, when
European banana import tariffs become effective, if tariff levels
are set in the upper half of the range currently under discussion
(Euro 75/MT to Euro 230/MT), materially weakening credit
measurements.

The senior secured credit facilities are notched up from the
senior implied rating to reflect their effective and structural
priority to $400 million of unsecured notes and $75 million of
convertible preferred shares at the holding company (CBII).
Tangible asset coverage is not robust and coverage of principal
would rely on realizing value in trademarks, but enterprise value
at a low multiple of EBITDA would provide adequate coverage of
principal.  The Revolver and Term Loan A are guaranteed by the
holding company and material US and Latin American subsidiaries;
they are secured by the Chiquita trademark and a pledge of 65% of
the stock of material European subsidiaries.  The Term Loan B is
guaranteed by the holding company, material domestic Chiquita
subsidiaries, and Fresh Express and its subsidiaries; Term Loan B
will have security in the assets and stock of Fresh Express and
its subsidiaries, including the Fresh Express trademark, but not
new working capital or other new assets of Fresh Express going
forward.

The rating on the unsecured notes is notched down to reflect their
unsecured and structurally subordinated position in the company's
capital structure.  The notes are at the holding company (CBII),
with no upstream guarantees. The planned new note issue will have
some increased indenture flexibility compared with the existing
notes.  Asset coverage of the notes at par would require
realization of a significant amount of intangible value on
Chiquita's pro forma balance sheet.

Chiquita Brands International has headquarters in Cincinnati,
Ohio.  The company is a global producer and marketer of fresh
fruit, with a revenue base of $3 billion.  Fresh Express is a
marketer of fresh-cut produce, with a revenue base of $1 billion.


COVANTA ENERGY: Wachovia Bank Wants Cash Collateral Order Modified
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York's Final Cash Collateral Order provides that, to the
extent approved by the Court as reasonable fees, costs, or charges
provided for under the agreement under which the claim arose, and
as specifically relating to the interests of the indenture
trustees under certain indentures relating to Covanta Energy
Corporation and its debtor-affiliates' waste-to-energy projects,
acting on behalf of bondholders, or bond insurers or owner
participants, the postpetition legal fees and expenses of the WTE
Trustees provided for in the WTE Agreements and related to the
Chapter 11 Cases will constitute secured claims to the extent
permitted by Section 506(b) of the Bankruptcy Code in respect of
those estates against which the WTE Trustees hold prepetition
claims, and will accrue, but will not be paid, prior to 30 days
after confirmation of a plan of reorganization in these Chapter 11
cases.

Wachovia Bank, National Association, formerly known as First Union
National Bank, is an indenture trustee for the holders of bonds
issued in connection with a WTE facility owned by Covanta
Warren Energy Resources Co. L.P.  Covanta Warren entered into
several contracts related to the WTE facility located in Warren
County, New Jersey.  Wachovia Bank is a party to those contracts
as well as several other related instruments relevant to the WTE
Project, which provide for the reimbursement of certain of
Wachovia Bank's legal fees and costs incurred in the Covanta
Energy Corporation and its debtor-affiliates' bankruptcy case.

By this motion, Wachovia Bank asks the Court to modify the Cash
Collateral Order provision so it may:

   (a) file interim fee applications; and

   (b) be reimbursed for legal fees and costs in this case on an
       interim basis.

Jan I. Berlage, Esq., at Ballard Spahr, Andrews & Ingersoll, LLP,
in Baltimore, Maryland, explains that the provision in the Final
Cash Collateral Order that the WTE Trustee's legal fees cannot be
reimbursed until 30 days after confirmation of a plan was
premised, in part, on the Debtors' prompt emergence from
bankruptcy.  The Debtors have achieved that goal in regards to all
of their WTE Facility Debtors with the exception of the Covanta
Warren.

Mr. Berlage notes that Covanta Warren, Covanta Warren Holdings I,
Inc., formerly known as Covanta Equity of Alexandria/Arlington,
Inc., and Covanta Warren holdings II, Inc., formerly known as
Covanta Equity of Stanislaus, Inc., are still continuing their
restructuring efforts.  Covanta Warren is continuing to review its
options with respect to filing a plan of reorganization.  However,
it has not yet completed negotiations with interested parties.

Mr. Berlage says it is only fair and just for the Court to modify
its Final Cash Collateral Order to allow Wachovia Bank to be
reimbursed on an interim basis while Covanta Warren continues in
bankruptcy.  Mr. Berlage adds that the Debtors have no objection
to Wachovia Bank's request.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 76;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CREDIT SUISSE: Fitch Puts BB Rating on $1.4 Mil. Mortgage Certs.
----------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp. mortgage
pass-through certificates, series 2005-3, are rated:

    -- $981.8 million classes I-A-1, II-A-1, III-A-1 through III-
       A-34, IV-A-1, V-A-1, V-A-2, VI-A-1 through VI-A-4, VII-A-1
       through VII-A-5, AR, AR-L, VI-X, A-X, C-X, PP, and A-P
       (senior certificates) 'AAA';

    -- $10.7 million class C-B-1 certificates 'AA';

    -- $4.8 million class C-B-2 certificates 'A';

    -- $2.6 million class C-B-3 certificates 'BBB';

    -- $1.4 million privately offered class C-B-4 certificates
       'BB'.

The mortgage loans are separated into seven loan groups.  Loan
groups I, II, and VI are cross-collateralized with the class D-B
certificates that support the class I-A-1, II-A-1, VI-A-I through
VI-A-4, VI-X, A-P, A-R, and AR-L certificates.  Loan groups III,
IV, V, and VII are cross-collateralized with the class C-B
certificates that support the class III-A-1 through III-A-34, IV-
A-1, V-A-1, V-A-2, VII-A-1 through VII-A-5, C-X, A-X, PP, and A-P
certificates.  The certificates generally receive distributions
based on collections on the mortgage loans in the corresponding
loan group or loan groups.

The 'AAA' rating on the group I, II, and VI senior certificates
reflects the 7.25% subordination provided by the following classes
which Fitch does not rate, including:

             * 4.00% class D-B-1,
             * 1.10% class D-B-2,
             * 0.65% class D-B-3,
             * 0.80% privately offered class D-B-4,
             * 0.50% privately offered class D-B-5, and
             * 0.20% privately offered class D-B-6 certificates.

The 'AAA' rating on the group II, IV, V, and VII senior
certificates reflects the 3.00% subordination provided by the:

             * 1.45% class C-B-1,
             * the 0.65% class C-B-2,
             * the 0.35% class C-B-3,
             * the 0.20% privately offered class C-B-4,
             * the 0.20% privately offered class C-B-5 (not rated
               by Fitch), and
             * the 0.15% privately offered class C-B-6 (not rated
               by Fitch) certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the master servicing capabilities of Wells Fargo Bank, N.A., which
is rated 'RMS1' by Fitch.

The trust will contain seven groups of fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an approximate aggregate principal balance of
$1,011,676,449.  At closing, the depositor may deposit up to
approximately $12,844,898 into a prefunding account to be used to
acquire subsequent mortgage loans from the seller during the
prefunding period.

The mortgage loans in groups I, II, and VI initially consist of
889 fixed-rate mortgage loans with an aggregate principal balance
of $275,033,955 as of the cut-off date, March 1, 2005.  The
mortgage pool has a weighted average loan-to-value ratio of 72%
with a weighted average mortgage rate of 6.48%.  Cash-out
refinance loans account for 37.6% and second homes 3.3%.  The
average loan balance is $309,374, and the loans are primarily
concentrated in:

                * California (39.6%),
                * New York (10.2%), and
                * Florida (8.3%).

The mortgage loans in groups III, IV, V, and VII consist of 1,443
fixed-rate mortgage loans with an aggregate principal balance of
$736,642,494 as of the cut-off date.  The mortgage pool has a
weighted average LTV of 67.1% with a weighted average mortgage
rate of 5.88%.  Cash-out refinance loans account for 29.3% and
second homes 5.7%.  The average loan balance is $510,494, and the
loans are primarily concentrated in:

                * California (43.3%),
                * Massachusetts (7.0%), and
                * New York (6.9%).

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

U.S. Bank National Association will serve as trustee.  Credit
Suisse First Boston Mortgage Securities Corp., 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 as multiple real estate mortgage
investment conduits.


DADE BEHRING: S&P Affirms BB+ Subordinated Debt Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BBB' senior secured
credit rating and a recovery rating of '1' to Dade Behring Inc.'s
new $600 million senior revolving credit facility due in 2010.
Dade Behring Inc. is a subsidiary of Dade Behring Holdings Inc.
The 'BBB-' corporate credit and 'BB+' subordinated debt ratings of
Dade Behring Holdings are affirmed.  The outlook is stable.  This
new facility will enable Dade to refinance high-cost debt later
this year.

Deerfield, Ill.-based Dade Behring Holdings Inc. is a leading
manufacturer of systems and related products and services for in
vitro diagnostic (IVD) testing.  The company underwent a
prepackaged bankruptcy filing in August 2002.  Before that, it had
incurred an onerous debt burden to fund a sponsor dividend while
at the same time expanding its product offerings and geographic
presence through acquisitions.  This constrained financial
position limited its ability to withstand a temporary operating
shortfall that led to the default.  The company was able to exit
bankruptcy promptly and has since capitalized on its strong market
position to quickly repay debt.

Currently, the lease-adjusted debt to capital of 44% and total
debt to EBITDA of about 1.9x indicate a moderately leveraged
financial profile.  These measures are expected to improve as Dade
Behring continues to increase profits and free cash flow.  Over
the course of 2005, Dade Behring is expected to refinance its $275
million of senior subordinated notes, which can be called in
October at a premium.  As these bear a very high 11.9% coupon, the
refinancing is expected to markedly reduce interest expense and
further improve earnings and cash flow.

Dade Behring's Dimension family of clinical chemistry analyzers is
the second-largest brand in the industry.  The rapid acceptance of
these units is yielding sales growth, on a constant currency
basis, of more than 7% for Dade Behring's core chemistry business.
However, although Dimension is the single largest brand for Dade
Behring, it contributes less than half of sales, a fact that
illustrates the diversity of the company's product offering.  The
base of installed equipment, which generates repeat sales of
consumables and reagents used in testing, is relatively young.

"These recurring revenues, which account for some 86% of the
corporate total, impart an important measure of stability
and predictability to Dade Behring's business profile," said
Standard & Poor's credit analyst David Lugg.


DANA CORP: Revises First Quarter 2005 Earnings Outlook
------------------------------------------------------
Dana Corporation (NYSE: DCN) revised its first-quarter 2005
earnings outlook to a range of 11 to 13 cents per share, from its
previously announced range of 17 to 23 cents per share.

Dana Chairman and CEO Michael J. Burns said the reduction is
primarily attributable to three factors:

   -- Higher-than-expected material costs, including the effect of
      the increased cost of steel to Dana's suppliers and other
      factors;

   -- A current component shortage from a principal supplier that
      has resulted in reduced shipments of heavy-duty axles; and

   -- Lower-than-expected North American light-vehicle production
      rates on key platforms.

Mr. Burns added, "We are hopeful that we will see less pressure on
material price increases during the balance of the year, but we
can't count on this.  We are accelerating our cost-reduction
efforts to pull forward savings to offset the potential impact of
continued pressure on material costs.  Regarding the component
shortage that has reduced heavy-duty axle shipments, we are
working closely with the supplier to resolve the situation and are
confident that we will see a substantial improvement in the second
quarter.  However, given the uncertain outlook for the light-
vehicle industry in general, as well as on commodity prices, we
feel it is prudent to lower our 2005 full-year guidance to $1.30
to $1.45 per share, from our previous guidance of $1.40 to $1.62
per share."

                        About the Company

Dana Corporation -- http://www.dana.com/-- people design and   
manufacture products for every major vehicle producer in the
world.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles every year.  A
leading supplier of axle, driveshaft, engine, frame, chassis, and
transmission technologies, Dana employs 46,000 people in 28
countries.  The company is based in Toledo, Ohio, and reported
sales of $9.1 billion in 2004.

                          *     *     *

Dana Corporation's 5.85% notes due January 15, 2015, carry Moody's
Investors Services' Ba2 rating.


DECISIONONE CORP: Section 341(a) Meeting Slated for April 19
------------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
DecisionOne Corporation's creditors at 10:00 a.m., on April 19,
2005, at the J. Caleb Boggs Federal Building, located in 844 North
King Street, 5th Floor in Wilmington, Delaware.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Frazer, Pennsylvania, DecisionOne Corporation --
http://www.decisionone.com/-- serves leading companies and  
government agencies with tailored information technology support
services that maximize the return on technology investments,
minimize capital and infrastructure costs and optimize operational
effectiveness.  The Company filed for chapter 11 protection on
March 15, 2005 (Bankr. D. Del. Case No. 05-10723).  When the
Debtor filed for protection from its creditors, it listed total
assets of $107 million and total debts of $273 million.


DECISIONONE: Disclosure & Plan Confirmation Hearing on April 19
---------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware will convene a combined hearing at 2:30 p.m.,
on April 19, 2005, to consider the adequacy of DecisionOne
Corporation's disclosure statement and confirmation of its pre-
packaged plan of reorganization.

As reported in the Troubled Company Reporter on March 16, 2005,
the Company filed a "pre-packaged" Chapter 11 plan to restructure
and substantially reduce the Company's debt, strengthen its
balance sheet and improve its liquidity.  Approximately 98% of the
Company's investors agreed to exchange their debt for equity.  

The Company anticipates emerging from Chapter 11 by early May
2005.

Full-text copies of DecisionOne Corporation's Plan and Disclosure
Statement are available for a fee at:

Disclosure Statement:
   http://www.researcharchives.com/bin/download?id=050404215056

Plan of Reorganization:             
   http://www.researcharchives.com/bin/download?id=050404214615   

Objections, if any, to the adequacy of the Disclosure Statement or
to plan confirmation must be in writing and served by April 12,
2005, at 4:00 p.m., to:

   (a) Counsel to the Debtors:

       Mark D. Collins, Esq.
       Richards, Layton & Finger, P.A.
       One Rodney Square
       920 N. King Street
       P.O. Box 551
       Wilmington, Delaware 19899

          -- and --

       Michael A. Bloom, Esq.
       Morgan, Lewis & Bockius LLP
       1701 Market Street
       Philadelphia, Pennsylvania 19103

   (b) Counsel to the Secured Noteholders:

       David B. Stratton, Esq.
       Pepper Hamilton LLP
       Hercules Plaza
       1313 Market Street, Suite 5100
       Wilmington, Delaware 19899

   (c) Office of the U.S. Trustee:

       Richard L. Schepacarter, Esq.
       J. Caleb Boggs Federal Building
       844 North King Street, Suite 2313
       Lockbox 35
       Wilmington, Delaware 19801

Headquartered in Frazer, Pennsylvania, DecisionOne Corporation --
http://www.decisionone.com/-- serves leading companies and  
government agencies with tailored information technology support
services that maximize the return on technology investments,
minimize capital and infrastructure costs and optimize operational
effectiveness.  The Company filed for chapter 11 protection on
March 15, 2005 (Bankr. D. Del. Case No. 05-10723).  When the
Debtor filed for protection from its creditors, it listed total
assets of $107 million and total debts of $273 million.


DELLS MOTOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dells Motor Speedway, Inc.
        N1070 Smith Road
        Wisconsin Dells, WI 53965

Bankruptcy Case No.: 05-12251

Type of Business: The Debtor operates a 1/3-mile asphalt racetrack
                  located just five minutes from the famous                   
                  downtown Wisconsin Dells tourist area, three
                  miles West of I-90/94, Exit 85, on Highway 12/16
                  toward Lyndon Station.
                  See http://www.dellsmotorspeedway.com/

Chapter 11 Petition Date: March 30, 2005

Court: Western District of Wisconsin (Eau Claire)

Judge: Judge Thomas S. Utschig

Debtor's Counsel: Claire Ann Resop, Esq.
                  Brennan, Steil & Basting, S.C.
                  22 East Mifflin Street, Suite 400
                  P.O. Box 990
                  Madison, WI 53701-0990
                  Tel: (608)251-7770
                  Fax: (608)251-6626

Total Assets: $1,269,823

Total Debts:  $1,367,541

Debtor's 20 Largest Unsecured Creditors:
                                 
   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Gray Electric                 Trade debt                 $33,169
N4717 Highway 12-16
Mauston, WI 53948

DRS, Ltd.                     Trade debt                 $22,640
2534 South Fish Hatchery
Road
Madison, WI 53711

Midwest Bleachers                                        $20,600

Scott's Construction, Inc.                               $17,605

Henderson/Yates                                          $14,733

WKOW Television, Inc.                                    $14,394

Wisconsin Dept. of Revenue    Witholding and             $13,275
                              sales tax - amount
                              estimated

RaceQuip Safety Systems                                  $11,682

Thundercat Fireworks                                     $10,000

Bound Tree Medical                                        $9,282

IRS                           Witholding -                $9,000
                              amount estimated

Bob Johnson Lubricants                                    $7,835

Milestone Materials                                       $7,834

Clear Channel                                             $7,500

Green Earth Organic Lawn                                  $7,201

Charter Media                                             $7,100

Ray Zobel & Sons                                          $5,179

The LAMAR Co.                                             $5,117

Viking Village, Inc.          Trade debt                  $5,082

Wisconsin Dist.                                           $5,000


DELPHI CORP: Secures $1.2B in Global Steering Column Biz in 2004
----------------------------------------------------------------
Delphi Corporation (NYSE: DPH) booked more than $1.2 billion in
new steering column business globally last year, company officials
said Thursday.

The new business bookings include eight OEM customers spanning
several regions including North America, Europe, Asia and South
America, and 26 new customer programs total. Details of individual
contracts remain confidential at the customers' request.

"Our column team was very successful at broadening its customer
base and global presence last year, which is important to Delphi,"
said Robert J. Remenar, Delphi Steering president.  "We continue
to demonstrate that we can support our customers in every region
with high quality products and seamless execution."

"Delphi Steering has led the column industry for more than 40
years and provides vehicle expertise that allows us to assist our
customers with a deeper level of service, often addressing broader
vehicle level challenges," said Gregory D. Kochendorfer, Delphi
Steering global director of sales, marketing and planning.  "Our
customers value this extended knowledge as steering columns have
become a main point of interface for key vehicle systems."

Steering columns used to be simple, mechanical devices.  Now,
they're one of the more complicated subsystems on a vehicle.  A
steering column is a critical safety device that affects the
vehicle's crash worthiness, handling, control, comfort,
convenience, and even styling.

Fueled by governmental agency research and mandates, safety
continues to be a major focal point for consumers and vehicle
manufacturers.  A recent NHTSA report shows traditional energy-
absorbing steering columns helped saved 53,000 lives from 1960 to
2002, second only to seat belts.  In correlation, Delphi's new
steering column contracts won in 2004 are nearly 100 percent
energy-absorbing steering columns with the exception of some
tractor business and small base car platforms.

"Our customers continue to turn to Delphi for leading edge energy
absorbing steering column technology to help improve their safety
ratings," said Daniel B. Crishon, Delphi Steering business line
executive, steering columns.  "Our focus is on developing ways to
further increase the level of safety gained from energy absorption
through innovative integration with other safety systems."

                         About the Company

Delphi -- http://www.delphi.com/-- is the world's largest  
automotive component supplier with annual revenues topping $25
billion.  Delphi is a world leader in mobile electronics and
transportation components and systems technology.  Multi-national
Delphi conducts its business operations through various
subsidiaries and has headquarters in Troy, Michigan, USA, Paris,
Tokyo and Sao Paulo, Brazil. Delphi's two business sectors --
Dynamics, Propulsion, Thermal & Interior Sector and Electrical,
Electronics & Safety Sector -- provide comprehensive product
solutions to complex customer needs.  Delphi has approximately
186,500 employees and operates 171 wholly owned manufacturing
sites, 42 joint ventures, 53 customer centers and sales offices
and 34 technical centers in 41 countries.

                          *     *     *

As reported in the Troubled Company Reporter on March 24, 2005,
the sale of Delphi Corporation's global automotive battery
operations to Johnson Controls Inc. for $212.5 million does not
affect the current ratings of Delphi, according to Fitch Ratings.  
Fitch's 'BB+' rating on Delphi's senior unsecured debt remains on
Rating Watch Negative.  Additionally, in a separate announcement,
Delphi announced that it has substantially completed its financial
accounting investigation with only modest further adjustments,
which Fitch sees as a positive step for the company.

To resolve the Rating Watch Negative status, Fitch will be focused
on the filing of Delphi's financial statements (currently
estimated by the company to be by June 30), the status of the
investigation by the Securities & Exchange Commission, any further
changes to the company's financial management team and the status
of its bank agreement.  Fitch will also focus on Delphi's ability
to manage the current severe operating environment, where Delphi's
margin pressures will be exacerbated by GM's production cutbacks
for the first half of 2005.  


DELTAGEN INC: Has Until June 20 to File Chapter 11 Plan
-------------------------------------------------------
Deltagen Inc. and its debtor-affiliates sought and obtained an
extension until June 20, 2005, from the U.S. Bankruptcy Court for
the Northern District of California to exclusively file a plan of
reorganization.  The Court also extended the Debtors' exclusive
right to solicit acceptances of that plan until Aug. 15, 2005.

The Debtors want to continue to maximize the value of their assets
and the ultimate distribution to creditors under a plan.  The
Debtors has largely completed their efforts to market the sale or
licensing of their selected assets and liquidated various assets
of their non-debtor subsidiaries.  The Debtors are continuing
their discussions with a federal government agency regarding
academic licensing of their pre-existing lines of knockout mice
and associated data, which may provide the framework for a
confirmable plan, and would take several months to complete.

Although they fully expect to develop a consensual plan with the
Official Committee of Unsecured Creditors at an appropriate time,
the Debtors are willing to continue to share the extended
Exclusive Periods with the Committee in the event that the
Committee is dissatisfied with the contours of a plan formulated
by the Debtors.

The Debtors understand that during the extended exclusive periods:

   (a) they may file and solicit acceptances of a plan, provided
       that:

       -- the Committee supports the plan;

       -- the Committee has filed a motion, on no less than 15
          days' notice, to reduce the extended exclusive periods
          pursuant to Sec. 1121(d) of the U.S. Bankruptcy Code; or

   (b) the Committee may file and solicit acceptances of a plan,
       provided that the Debtors support the plan.

Deltagen Inc. provides essential data on the in vivo mammalian
functional role of newly discovered genes.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 27, 2003
(Bankr. N.D. Calif. Case No. 03-31906).  Alan Talkington, Esq.,
and Frederick D. Holden, Esq., at Orrick, Herrington and
Sutcliffe, and Henry C. Kevane, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.


DLJ MORTGAGE: Moody's Downgrades Four Certificate Ratings to B3
---------------------------------------------------------------
Moody's Investors Service downgrades four certificates from DLJ
Mortgage Acceptance Corp. asset-backed securitization deals from
1993, 1994, and 1996.  The transactions consist of adjustable-rate
first-lien mortgage loans.  The seller and originator on the
transactions is Quality Mortgage USA.

The Class I B-1 certificate from Series 1993-Q18, the Class II B-1
certificate from series 1994-Q01, the class B-1 certificate from
series 1996-QB, and the class B-3 from Series 1996-QJ are
downgraded based on the weak performance of the underlying loans
with historical and expected cumulative losses exceeding original
expectations.  The four certificates have already assumed some
writedowns.

Complete rating actions are:

Issuer: DLJ Mortgage Acceptance Corporation

Downgrade:

   * Series 1993-Q18; Class I B-1, current rating Baa3,
     downgrade to B3;

   * Series 1994-Q01; Class II B-1, current rating Ba1,
     downgrade to B3;

   * Series 1996-QB; Class B-1, current rating Baa3,
     downgrade to B3;  and

   * Series 1996-QJ; Class B-3, current rating Ba3,
     downgrade to B3.


DORIAN GROUP: Seeks Additional Bids for Assets
----------------------------------------------
Dorian Group Ltd. announced in January that it will liquidate its
recording and mastering equipment, various inventories and
trademarks, and the Dorian Recordings and Discovery catalog.

The sale should have been concluded on Feb. 25 but there was only
one proposal submitted.  The Company asks the U.S. Bankruptcy
Court for the Southern District of New York for more time to
solicit additional bids.

Artists are now given the chance to bid for their own master
recordings and contracts.

Headquartered in Troy, New York, The Group Ltd. --
http://www.dorian.com/-- produces and releases audiophile-quality  
recordings of fine classical and accoustic traditional music.  The
Company filed for chapter 11 protection on Jan. 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-10056).  Robert J. Rock, Esq., in Albany, New
York, represents the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed $10
million to $50 million in assets and $1 million to $10 million in
debts.


DOWLING COLLEGE: Moody's Affirms Ba2 Long-Term Rating
-----------------------------------------------------
Moody's Investors Service has affirmed Dowling College's Ba2 long-
term rating, but revised the rating outlook to negative from
stable.  The outlook revision primarily reflects ongoing
enrollment challenges, which impact the College's operating
performance and reliance on external bank lines for cash flow.
The rating affirmation and outlook revision applies to $33 million
of outstanding Series 1993, 1994, 1996, and 2002 bonds, issued
through the Suffolk County Industrial Development Authority.

Credit strengths are:

   * Annual operations cover peak debt service with some cushion    
     at 1.1 times in FY2004;

   * Projected operating surplus of $300K for FY2005 if summer
     enrollment meets projections;

   * Significant increase in private philanthropy in FY2004 with
     gift revenue of $2 million; and

   * Reported increase in student demand for education programs,
     although demand softness continues in business programs.

Credit challenges are:

   * Operating deficit in FY2004 due to enrollments that came in
     lower than projections;

   * Still reliant on external sources to meet seasonal cash flow
     needs;  and

   * Thin balance sheet cushion for debt (0.08 expendable
     resources to debt) and operations (0.06 expendable resources
     to operations) with significant portion of cash and
     investments pledged as collateral for bank lines of credit
     and term loans.

                  Recent Developments/Results   

In fall 2004, the College posted an operating deficit of -1.7% by
Moody's measures, whereas Moody's had expected to see at least
balanced operations.  Management attributes the deficit to a
shortfall in summer enrollment compared to budget.  This operating
shortfall also resulted in a $1 million increase in the amount
outstanding under the College's line of credit as of the end of
FY2004, which management reports has since been paid down so that
$3 million will remain outstanding under the bank line as of the
end of FY2005.  Nonetheless, this reliance on external credit
lines for cash flow purposes points to the College's still fragile
operating position.

For FY2005, management reports continued softness in enrollment in
business programs and in education programs in fall 2004.
Education program enrollment rebounded, however, in spring 2005.
Overall, tuition revenue for FY2005 was lower than initial
projections, which management has accommodated through expense
reductions, such that the College is now projecting a $300K
operating surplus.  Summer enrollment, however, is still
uncertain, and the negative outlook reflects our concerns that
further enrollment shortfalls relative to budget, either this
summer or next fiscal year, could place further stress on the
College's credit quality.

On the positive side, the College did report a significant
increase in private philanthropy in FY2004, with $2 million in
gift revenue booked as a result of a challenge gift from a Board
member.  In order for Dowling's credit profile to achieve long-
term stabilization, the College will need to build balance sheet
strength through reinvested operating surpluses and fundraising.
In Moody's opinion, this will require a substantial increase in
philanthropic support, particularly from the Board.

                          Outlook

The negative outlook reflects our concerns that the College could
again miss budgeted enrollment targets, which could lead to
additional operating pressure and further reliance on external
lines of credit.

What Could Change the Rating - UP

   * Significant growth in financial resources, coupled with an
     improved philanthropic profile and reduced reliance on
     external bank lines of credit.

What Could Change the Rating - DOWN

   * Inability to meet targeted enrollment, leading to operating
     deficits and increased use of external lines of credit.

Key Data And Ratios (Fall 2004 Enrollment, FY 2004 Financial
Information):

   * Total Enrollment: 4,763 full-time equivalent students
   * Freshman Applicants Accepted: 84.3%
   * Freshman Accepted Students Enrolled: 24.9%
   * Expendable Resources to Pro Forma Debt: 0.08 times
   * Expendable Resources to Operations: 0.06 times
   * FY2004 Operating Margin: -1.7%
   * MADS Coverage: 1.1 times


EXIDE TECH: Board Okays Restricted Stock Grants & Options to CEO
----------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) confirmed that, pursuant to the
terms of the previously announced March 3, 2005, employment
agreement with Gordon A. Ulsh, the Board of Directors approved the
grant of restricted stock and stock options to Mr. Ulsh in
connection with his commencement of employment as Exide's
President and Chief Executive Officer effective April 2, 2005.

As an inducement to commence employment with Exide, Mr. Ulsh is
granted an option to purchase 80,000 shares of Exide's common
stock at a per share exercise price equal to the fair market value
of one share as of April 2.  The option will vest at the rate of
33-1/3% of the shares on the first, second and third anniversaries
of the grant date.

Mr. Ulsh also is granted 100,000 shares of Exide's common stock,
subject to certain restrictions that will lapse at the rate of 33-
1/3% of the shares on the first, second, and third anniversaries
of the grant date.  This stock may not be transferred, disposed of
or sold during the restricted period and will be forfeited if Mr.
Ulsh terminates employment voluntarily or is terminated by Exide
for cause, prior to the date the restrictions lapse.

The grants of the option and restricted stock are not subject to
the approval of Exide's shareholders.  Pursuant to Mr. Ulsh's
employment agreement, he also will be granted other stock options
and restricted stock under Exide's stock option plan.  These
grants under the stock option plan, however, are subject to the
approval of the plan by Exide's shareholders at the Company's next
annual meeting.

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

                          *     *     *

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

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

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

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


FAIRMONT GENERAL: Moody's Affirms Ba2 Bond Rating
-------------------------------------------------
Moody's Investors Service has affirmed Fairmont General Hospital's
Ba2 bond rating, affecting $6.3 million of debt outstanding.
The rating outlook remains negative.  The affirmation of the Ba2
rating is attributable to low levels of liquidity and a third
consecutive year of volume declines, balanced by a notable level
of operational improvement demonstrated in the current fiscal
year.  Nonetheless, the negative outlook reflects our belief that
FGH will continue to face challenges with volumes given the area's
fundamentals and the potential encroachment of a nearby
competitor.

Legal Analysis: The bonds are secured by a pledge of gross
revenues of FGH. No swaps outstanding.

FGH Slowly Recovering From Operating Losses; Challenges Remain

Though consolidated audited financials have not been completed, it
appears that FGH will demonstrate modest levels of recovery in
FY 2004 after incurring a peak operating loss of $3.4 million in
FY 2003, which left the System less than $700,000 in operating
cash flow.  At FYE 2004, FGH's management reported a break-even
bottom line with a slight operating gain of $161,000 (for the
hospital only) compared to an audited operating loss of
$3.2 million at FYE 2003.  Based on unaudited financials, it
appears that operating cash flow (for FGH alone) rose
significantly in FY 2004 to $3.9 million, compared to just
$296,000 in FY 2003.

Management attributes the improvement in operating performance to
successful cost-saving measures and significant changes in
emergency room services.  FGH has been aggressively trying to
recover from heavy operating losses suffered in FY 2002 and      
FY 2003, due to the disbandment of eight physicians practicing in
FGH's emergency department, inpatient volume declines, and agency
nursing costs.

Significant challenges related to the costs of professional
liability coverage at the time hindered FGH's physician
recruitment efforts, thereby slowing the recovery process.  These
challenges appear to have subsided with the passing of tort reform
legislation in July 2003, and FGH has focused on recruiting
physicians and nurses while working with consultants to identify
key savings opportunities.  The results of these initiatives now
appear visible in FY 2004, with management reporting 7.1% revenue
growth while expenses remained flat with 1.8% growth.  In
addition, FGH successfully renegotiated a collective bargaining
agreement with nurses in October 2004, which stipulates a modest
4% increase over 3 years (not per year).

Despite improvement in operating performance, Moody's notes a
third consecutive year of admission declines at FGH.  Total in-
patient admissions have declined 11.3% from FY 2001 to FY 2004,
largely due to the operating setbacks in FY 2002.  Management
attributes the decline in acute admissions in FY 2004 to the
retirement of three physicians - one general surgeon and two
OB/GYNs - representing 5.6% of total patient volume in FY 2003.
FGH has developed several strategic initiatives to address these
challenges and improve operating performance in FY 2005 including
physician recruitment and developing a hospitalist program.
Moody's notes that outpatient visits have increased from FY 2002,
which we view favorably.

The decline in acute admissions in FY 2004 was slightly offset by
increases in admissions in FGH's Behavioral Medicine Unit, which
grew by 17.8% in FY 2004.  Behavioral medicine represents a
profitable line of business for the hospital, and management plans
to expand this program in FY 2005.  In addition, FGH expects the
new prospective payment system for psychiatric services to bring
in an additional $800,000 per year when fully phased in (2008).
ED volumes continued to decline by 2.7% in FY 2004, which poses
some concern as 13.5% of the hospitals admissions are derived from
the ED, although declines were not as severe as in prior years
(4.2% and 7.7% in FY 2002 and FY 2003, respectively).

FGH's budget for FY2005 includes a 10.7% increase in net patient
revenues.  Moody's view this level as highly optimistic given the
trend of volume declines in the past three years.  Based on
consolidated audited financial statements, FGH has only seen
double-digit revenue growth once in the past five years.

Cash Levels Remain Thin But Relatively Stable; Debt Levels Appear
To Be Coming Down

At FYE 2004, FGH reported cash levels at $5.8 million (for the
hospital only), or 33.0 days cash on hand, relatively flat from
$5.4 million (30.9 days cash on hand) in FY 2003.  Management
expects FYE 2005 unrestricted liquidity to be $5.2 million (26.8
cash days on hand).  Despite a modest improvement in cash-to-debt
ratios (from 38.3% in at FYE 2003 to 48.1% at FYE 2004), Moody's
believe FGH retains little financial cushion to withstand
unforeseen operating challenges.

FGH has kept capital spending low (average capital spending level
0.85 from FY 1999-2003) in spite of deferred capital needs.
Moody's are concerned that low levels of investment in the plant
over the last five years will challenge the organization to remain
competitive as nearby competitors refurbish and rebuild.  FGH's
capital budget for FY 2005 is $3.2 million.  

FGH's current debt service is high relative to total debt
outstanding due to a rapidly amortizing debt schedule.  Three of
FGH's four bond series are due to expire in 2007 (Series 1997,
2000 and 2002, representing $5.8 million in debt outstanding),
while the Series 1994 bonds mature in 2019.  At FYE 2004, FGH's
total debt outstanding was $12.2 million (includes capital
leases).  Maximum annual debt service coverage improved to 1.3
times from 0.31 times at FYE 2003.  FGH does not have plans to
issue additional debt in the near term.

FGH Maintains Strong Market Share But Faces Stiff Competition From
A Strong Potential Competitor

As the only acute care hospital in Marion County, FGH enjoys a
solid market position.  The hospital derives approximately 80% of
its admissions from Marion County (population 56,000 in 2000), its
primary service area.  Management reports a 72.8% market share in
Marion County.  However, the area's fundamentals continue to
present challenges for the hospital's long-term growth.  From 1990
to 2000, Marion County experienced a 1.1% decline in population.
Moody's also notes an increasing percentage of self-pay patients,
as evidenced by a material increase in bad debt expense in
FY 2004.  FGH reported that bad debt expense rose 25.0% in
FY 2004, representing 10.7% of FGH's net patient revenue.  
Hospital management is now looking to establish an outpatient
presence in South Fairmont, where the payor mix is more favorable.

FGH also faces competitive pressures from three hospitals located
only 15-20 miles away.  182-bed Monongalia General Hospital and
363-bed West Virginia University Hospital are located in
Morgantown, only 15 miles to the northeast, while 309-bed United
Hospital (part of the West Virginia University Hospital System)
lies 19 miles southwest in Clarksburg, WV.  Given the volume
declines in the past three years, Moody's expects FGH may have
experienced some market share erosion.

It should be noted that FGH has been involved in a protracted
legal battle with United Hospital, which is looking to build a
replacement facility in Bridgeport.  While United Hospital only
draws 3-4% of Marion County's business, the new facility would
place United even closer to FGH (10 minutes driving time).  Both
FGH and United Hospital filed certificate of need applications for
replacement facilities in 2002.  At that time, FGH's capital
partner, Triad Hospitals, Inc., was in discussions to buy FGH
pending approval of the CON application.

However, in October 2003, the West Virginia Health Care Authority
approved United Hospital's request for a replacement facility.  As
a result, Triad pulled out of discussions and FGH was forced to
withdraw its CON application.  FGH appealed the decision twice,
and in November 2004 a circuit judge overturned HCA's decision.
Both United Hospital and the West Virginia HCA have now appealed
the case to the West Virginia Supreme Court of Appeals.

Key Facts: (Based on consolidated audited financial results of       
           December 31, 2003; unaudited FY 2004 for FGH only)

   * Admissions: 6,265

   * Total operating revenue: $64.8 million; $67.3 million

   * Net revenue available for debt service: $953,000;
     $4.0 million (Moody's normalizes investment income at 6%)

   * Total unrestricted cash: $5.4 million; $5.8 million

   * Total debt outstanding: $13.2 million; $12.1 million

   * Operating cash flow margin: 1.0%; 5.4%

   * Cash-to-debt: 40.8%; 48.1%

   * Debt-to-cash flow: 118.7 times; 3.8 times

   * Days cash on hand: 30.27 days; 32.96 days

   * Maximum annual debt service: $3.1 million

   * Maximum annual debt service coverage: 0.31 times; 1.3 times

                        Outlook

The negative outlook reflects Moody's belief that FGH will
continue to face challenges with volumes given the area's
fundamentals and the potential encroachment of a nearby
competitor.


FEDERAL-MOGUL: Estimation Hearing Scheduled for June 14
-------------------------------------------------------
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, relates that as
a result of proceedings before the U.S. Bankruptcy Court for the
District of Delaware, Federal-Mogul Corporation's estimation
proceedings are now scheduled to begin in the District Court on
June 14, 2005, with the confirmation hearing on the Plan to follow
thereafter.

                    The Estimation Proceedings

The amount of Asbestos Claims against the U.K. Debtors is at the
core of the dispute among the various constituencies in Federal-
Mogul's chapter 11 cases.

The Asbestos PI Committee's expert, Dr. Mark Peterson, has
estimated the total amount of all Asbestos Claims against the U.K.
Debtors at $10.97 billion.  

EMB, the U.K. Administrators' expert, estimates the tort system
liability of Asbestos Claims against the U.K. Debtors at $5.3
billion, and has suggested that there is some other, even lower,
value that will be produced if the English Court disregards the
U.S. jury system in assessing the Asbestos Claims that arise under
U.S. law.

Tillinghast, the expert for the T&N Retirement Benefits Scheme
(1989) Trustee, estimates the liability in the range of $2.1 to
$5.5 billion.

The Property Damage Committee says it's $2.4 billion.

This disagreement, the Debtors observe, has resulted in a
stalemate among the creditor constituencies that is costing
millions of dollars per year in professional fees while creditors
wait for distributions.

The Estimation Proceeding is expect to broadly resolve the
parties' dispute regarding the aggregate amount of the Asbestos
Claims against the U.K. Debtors for both the Chapter 11 Cases and
the English Proceedings.

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)


GE-RAY FABRICS: Case Summary & 41 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Ge-Ray Fabrics, Inc.
             1071 Avenue of the Americas
             New York, New York 10018
             Tel: (212) 869-3400

Bankruptcy Case No.: 05-12201

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Lustar Dyeing & Finishing, Inc.            05-12207

Type of Business: Ge-Ray Fabrics, Inc., is a supplier of circular
                  knitted fabrics to the apparel industry.  The
                  fabrics include cottons and synthetics, with and
                  without spandex, and range from basic jersey to
                  high fashion knits.  Lustar Dyeing & Finishing,
                  Inc., is a dyeing & finishing processing plant
                  for textile fabrics.  See http://www.geray.com/

Chapter 11 Petition Date: April 4, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Avrom R. Vann, Esq.
                  Avrom R. Vann, P.C.
                  420 Lexington Avenue, Suite 2450
                  New York, New York 10170
                  Tel: (212) 382-1700
                  Fax: (646) 227-1579

                          Total Assets           Total Debts
                          ------------           -----------
Ge-Ray Fabrics, Inc.  $10 Mil. to $50 Mil.   $10 Mil. to $50 Mil.

Lustar Dyeing &
Finishing, Inc.       $1 Mil. to $10 Mil.    $500,000 to $1 Mil.


A.  Ge-Ray Fabrics, Inc.'s 22 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Titan-Dillon Yarn Corporation               $1,673,515
PO Box AE
Paterson, NJ 075509
Attn: Harold Nebbia
Tel: (973) 684-1600

Unifi, Inc.                                   $965,235
PO Box 19109
Greensboro, NC 27419
Attn: Ramona Johnson
Tel: (336) 316-5617

Wellstone                                     $434,664
856 South Pleasantburg Drive
Greenville, SC 29607
Attn: Johnny McPherson
Tel: (864) 255-3533

Spectrum Textured Yarns Inc.                  $330,238
136 Patterson Road
Kings Mountain, NC 28086
Attn: Jim Roark
Tel: (704) 739-7401

Russ Knits, Inc./CIT Group                    $273,298
PO Drawer 130
Candor, NC 27229
Attn: Joyce Beam
Tel: (910) 974-4114

Fruit of the Loom                             $271,500
One Fruit of the Loom Drive
Bowling Green, KY 42103
Attn: William Howell
Tel: (502) 782-4222

Radicispandex Corporation                     $266,758
125 Hartwell Street
Fall River, MA
Attn: Theo Papajadas
Tel: (508) 674-3588

Buhler Yarns, Inc.                            $246,956
PO Box 729
Jefferson, GA 30549

Alandale Knitting Company, Inc.               $212,004
PO Box 708
Troy, NC 27371

Nylstar, Inc.                                 $207,601
4100 Medenenhall Oaks, Suite 130
High Point, NC 27265

Spectrum Dyed Yarn, Inc.                      $104,231
136 Patterson Road
Kings Mountain, NC 28086

Eastman Chemical Financial                     $97,328
One James C. White Drive
PO Box 2002
Kingsport, TN 37662

Invista SARL                                   $96,162
4123 East 37th Street North
Wichita, KS 67220

Distribution De Ropa Viva                      $87,840
Avena No. 513
Col Granjas Mexico Dei
Iziacolco, Mexico D.F. CP 08400

Globus Mercantile Company, Inc.                $80,657
10 East 40th Street, Suite 3612
New York, NY 10016

Somelos Mix Fios Textiles, S.A.                $68,220
PO Box 1503
New York, NY 10268

Transportation                                 $52,588
10 Spring Street
Freehold, NJ 07728

Frontier Spinning                              $49,859
c/o Suntrust Bank
55 Park Place
Atlanta, GA 30303

Textil Tearfil S.A. (W)                        $49,275
Avenida Comendador Joaquim
De Almeda Freitos, 3 Molreira
De Congregos Guimaraes
Apartado 203
Caldas De Vizela
Portugal 4815-903

Hyosung America New York                       $48,227
One Penn Plaza
25 West 24th Street, Suite 10119
New York, NY 10119

Tuscarora Yarns Inc. BB&T                      $47,672
PO Box 218
Mount Pleasant, NC 28124

Globus Mercantile Company-CIT Group            $44,213
10 East 40th Street, Suite 3612
New York, NY 10016


B.  Lustar Dyeing & Finishing, Inc.'s 19 Largest Unsecured
    Creditors:

    Entity                                Claim Amount
    ------                                ------------
Clariant Corporation                          $108,555
4000 Monro Road
Charlotte, NC 28205
Attn: Gary Mulerian

Dystar L.P.                                    $92,435
Pine Brook III
9844-A Southern Pine Boulevard
Charlotte, NC 28273
Attn: Tom Barcellona

MSD Buncombe County                            $35,237
2028 Riverside Drive
Ashville, NC 28804

Public Service of North Carolina Inc.
PO Box 100256
Columbia, SC 29202-3256

M Dohmen USA Inc.                              $20,163
25 Ellwood Court
Greenville, SC 29681

Carauster                                      $18,404
PO Box 11088
Charlotte, NC 28220

CIBA Specialty Chemicals Corporation           $14,390
540 White Plains Road
Tarrytown, NY 10591

Boehme Fitatex Incorporated                    $13,561
209 Watlington Industrial Drive
Reidsville, NC 27320-8147

Securitas Security Services                    $13,049

United Stated Supply Company Inc.              $11,966

Vesco Industrial Trucks                        $11,844

Primary Physician Care Inc.                    $11,665

Chemway Corporation                            $10,958

Noveon, Inc.                                   $10,021

Ashville Staffing Resources                     $8,699

Engineering Sales Association                   $7,276

GDS of Ashville Inc.                            $5,663

IBM Corporation                                 $5,657

Colonial Packaging Inc.                         $5,356

Tubular Textile Machinery                       $5,270


GEORGIA-PACIFIC: Buying Back $250 Million Debentures on April 30
----------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) elected to call for redemption
all of its 8.625% debentures due April 30, 2025.  These debentures
were issued in April 1995 and have an aggregate outstanding
principal amount of $250 million.  The company anticipates that
the debentures will be redeemed on April 30, 2005.

Georgia-Pacific said it will use funds available under its
revolving credit facility to redeem these debentures.  The company
expects to record a second quarter 2005 pretax charge of
approximately $12.5 million for call premiums and to write off
deferred debt issuance costs.

Headquartered at Atlanta, Georgia-Pacific -- http://www.gp.com/--   
is one of the world's leading manufacturers and marketers of  
tissue, packaging, paper, building products and related chemicals.   
With 2004 annual sales of $20 billion, the company employs  
approximately 55,000 people at more than 300 locations in North  
America and Europe.  Its familiar consumer tissue brands include  
Quilted Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n  
Gentle(R), Mardi Gras(R), So-Dri(R), Green Forest(R) and Vanity  
Fair(R), as well as the Dixie(R) brand of disposable cups, plates  
and cutlery.  Georgia-Pacific's building products manufacturing  
business has long been among the nation's leading suppliers of  
building products to lumber and building materials dealers and  
large do-it-yourself warehouse retailers.   

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,  
Moody's Investors Service changed the outlook on Georgia-Pacific  
Corporation's ratings to positive from stable, with similar  
outlook changes initiated for the other entities through which  
Georgia-Pacific and its subsidiaries and predecessor companies  
have issued debt.  At the same time, Moody's affirmed Georgia-
Pacific's senior implied rating at Ba2, and the senior unsecured  
and issuer ratings at Ba3.  Moody's continued its practice of  
rating debt that is either issued or guaranteed by Fort James  
Corporation at a level equivalent with the Ba2 senior implied  
rating, with all other debt rated one notch below at Ba3. Georgia-
Pacific's Speculative Grade Liquidity -- SGL -- rating was also  
affirmed at SGL-2, which indicates good liquidity.

   * Georgia-Pacific Corporation:

     -- Outlook changed to positive from stable

Ratings affirmed:

     -- Senior Implied: Ba2
     -- Senior unsecured: Ba3
     -- Issuer rating: Ba3
     -- Speculative Grade Liquidity Rating: SGL-2

   * Fort James Corporation:

     -- Outlook changed: to positive from stable

Rating affirmed:

     -- Senior Unsecured: Ba2

   * G-P Canada Finance Company:

     -- Outlook changed: to positive from stable

Rating affirmed:

     -- Backed Senior Unsecured: Ba3

   * Fort James Operating Company:

     -- Outlook changed: to positive from stable

   Rating affirmed:

     -- Backed Senior Unsecured: Ba2

As reported in the Troubled Company Reporter on May 6, 2004,  
Standard & Poor's Ratings Services revised its outlook on Atlanta,  
Ga.-based Georgia-Pacific Corp. (GP) and its subsidiaries to  
stable from negative, and affirmed its 'BB+' corporate credit and  
senior unsecured debt ratings.


GLOBAL CROSSING: Sells Trader Voice Business to WestCom for $25M
----------------------------------------------------------------
Global Crossing entered into an agreement to sell its Trader Voice
business to WestCom Corporation.  In addition to the sale, Global
Crossing announced a wholesale services agreement to provide
bandwidth and co-location services to WestCom.  Under the sale
agreement, Global Crossing will receive $25 million in gross cash
proceeds for the Trader Voice business, including a three-year,
$0.7 million prepayment for certain services under the wholesale
services agreement.

Global Crossing expects approximately $22 million in net cash
proceeds from the transaction, after giving effect to the payment
of certain fees and the deduction of certain retained liabilities.

The transaction is expected to close in the second quarter,
subject to remaining regulatory approvals.  The application for
regulatory approval filed with New York State Public Service
Commission was granted, and such approval will become effective
by operation of law on April 30, 2005.  The Federal
Communications Commission approved the sale on March 22, 2005.

"Global Crossing's strategy is to provide multinational enterprise
and carrier customers, including those in the financial markets
industry, with global IP products and services.  The sale of our
Trader Voice business, a specialty service used by trading floors,
enables us to intensify our focus on our core business and to
transition these important customers and their services to
WestCom, the industry leader in trader voice services to the
financial industry," said John Legere, chief executive officer of
Global Crossing.  "We're happy to proceed with this sale with
WestCom, and through our wholesale agreement, to support them in
providing their customers with the quality service and reliability
of our global data network."

The Trader Voice business being acquired by WestCom, which
includes all the assets and hardware, provides high-quality,
high-speed voice solutions to thousands of traders in the world's
largest financial services firms.  The Trader Voice product
offering includes services such as Manual Ringdown, Automatic
Ringdown and Hoot 'n Holler circuits.

"The acquisition of Global Crossing's Trader Voice business
further secures our position as the largest provider of trader
voice services in the world," said Michael Hirtenstein, chief
executive officer and founder of WestCom.  "With this
acquisition, we are adding over 500 on-net customer sites to our
network.  This is great news for our new and existing customers,
all of whom will benefit from our rapid provisioning services,
which allow us to turn up new trading connections in a matter of
hours over our privately managed network."

Mr. Hirtenstein continued: "This transaction further demonstrates
our commitment to supporting this specialty product for our
customers as we continue to explore exciting opportunities to
provide additional services and take advantage of a wider range of
technologies."

WestCom is owned by One Equity Partners, a private equity unit of
J.P. Morgan Chase & Co.

Global Crossing is intensifying its focus to capitalize on the
growing trend of major corporations to adopt IP-based, top-
performing networking solutions as part of their corporate
infrastructures.  Global Crossing's sales of its Trader Voice
business Small Business Group units complete two major milestones
in this effort.

                           About Westcom

WestCom Corporation -- http://www.westcom.com/-- is an  
international telecommunications company that provides specialty
trader voice and data products to the financial industry.  Our
global private network enables members to turn up new trader voice
lines within 24 hours to participating financial institutions.  
WestCom's Global Trader Voice Exchange is the largest of its kind
in the world, reaching 20 countries and every major financial
center.  WestCom offers a variety of solutions including trader
voice ring down service, multiple-point Hoot 'n Holler networks
and point-to-point data services.  WestCom is focused exclusively
on the financial community, with expertise in supporting the
critical trading activities for many of the largest firms in the
world.  Headquartered in New York City, WestCom with network
operations centers in New York and London, and business offices in
Paris, Frankfurt, Chicago, San Francisco, Houston and South
Carolina.
  
                       About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunications    
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe.  Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services.  The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on December 9, 2003.


HIGH VOLTAGE: Choate Hall Approved as Chapter 11 Trustee Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts gave
Stephen S. Gray, the Chapter 11 Trustee for High Voltage
Engineering Corporation and its debtor-affiliates, permission to
retain Choate, Hall & Stewart as his counsel effective as of
Feb. 18, 2005.

Choate Hall will:

    a) provide Mr. Gray with legal advice and counsel on his
       rights, duties and responsibilities as a Chapter 11 Trustee
       in the Debtors' chapter 11 cases; and

    b) provide all other legal services to Mr. Gray that are
       necessary for the proper administration of the Debtors'
       estates and their bankruptcy proceedings.

Charles L. Glerum, Esq., a Shareholder at Choate Hall, is one of
the attorneys performing services for Mr. Gray.  Mr. Glerum
charges $530 per hour for his services.  Mr. Glerum discloses that
the Firm has not received any retainer for its representation of
Mr. Gray.

Mr. Glerum reports Choate Hall's professionals bill:

       Designation      Hourly Rates
       -----------      ------------
       Partners         $435 - $495
       Associates       $245 - $390

Choate Hall assures the Court that it does not represent any
interest adverse to the Chapter 11 Trustee, the Debtors or their
estates.

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

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


HARRAH'S ENT: Hosting First Quarter Conference Call on April 20
---------------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) will host a conference
call Wednesday, April 20, 2005, at 9:00 a.m. Eastern Daylight Time
to discuss its 2005 first-quarter results.

Those interested in participating in the call should dial
1-888-399-2695, or 1-706-679-7646 for international callers,
approximately 10 minutes before the call start time.  A taped
replay of the conference call can be accessed at 1-800-642-1687,
or 1-706-645-9291 for international callers, beginning at 11:00
a.m. EDT on Wednesday, April 20.  The replay will be available
through 11:59 p.m. EDT on Tuesday, April 26. The passcode number
for the replay is 5244318.

Interested parties wanting to listen to the conference call may do
so on the company's Web site -- http://www.harrahs.com/-- in the  
Investor Relations section.

                   About Harrah's Entertainment  

Founded 67 years ago, Harrah's Entertainment, Inc., owns or  
manages through various subsidiaries 27 casinos in the United  
States, primarily under the Harrah's and Horseshoe brand names.   
Harrah's Entertainment is focused on building loyalty and value  
with its valued customers through a unique combination of great  
service, excellent products, unsurpassed distribution, operational  
excellence and technology leadership.  

                          *     *     *

As reported in the Troubled Company Reporter on July 19, 2004,  
Fitch Ratings has affirmed the following long-term debt ratings of  
Harrah's Entertainment and placed the long-term ratings of Caesars  
Entertainment on Rating Watch Positive.  

   HET  

      -- Senior secured debt 'BBB-';  
      -- Senior subordinated debt 'BB+'.  

   CZR  

      -- Senior unsecured debt 'BB+';  
      -- Senior subordinated debt 'BB-'.


HAWAIIAN AIRLINES: Posts $71 Million Operating Profit in 2004
-------------------------------------------------------------
Hawaiian Airlines, Inc., reported its audited financial results
for the fiscal year ending December 31, 2004, reporting an
operating profit of $71.1 million on revenue of $764.0 million.  
By comparison, Hawaiian reported an operating profit of
$77.5 million on revenue of $697.7 million for 2003.

Hawaiian Airlines Trustee Joshua Gotbaum said, "With rising fuel
costs and increasing competition, 2004 was a very tough year for
airlines.  Nonetheless, the people of Hawaiian Airlines performed
magnificently, setting new standards for service, reliability, and
financial performance. That same performance will be necessary in
the tough times ahead."

Mr. Gotbaum added that the brunt of rising fuel costs and
increased competition were felt more heavily as the year wore on,
and are continuing into 2005.  He noted that more than 95 percent
of Hawaiian's operating profit for 2004 was realized in the first
eight months of the year.

Hawaiian's overall operating expenses for 2004 increased by 11.7
percent to $692.9 million, with fuel costs skyrocketing by 40.1
percent to $135.9 million compared to 2003.  Labor costs increased
by 5.5 percent to $227.3 million for the year.

Along with operating expenses, Hawaiian also recognized
$129.5 million in reorganization expenses for 2004.  These
primarily consisted of $110.6 million in one-time non-cash claims
to settle leases with Boeing Capital Corporation for three Boeing
767-300 and 11 Boeing 717-200 aircraft, and with Ansett for a
B767-300 rejected by Hawaiian in 2003.

Under generally accepted accounting principles, reorganization-
related expenses are reported as a non-operating expense.  The
aircraft lease settlements converted ongoing cash obligations into
unsecured claims.

Taking into account reorganization-related expenses and an income
tax provision of $16.8 million, Hawaiian recorded a net loss of
$75.4 million in 2004.  This compares with a net loss of
$49.5 million for 2003.

The complete financial report for 2004 will be available online at
http://www.HawaiianAirlines.com/

                    Becoming A National Leader

For Hawaiian Airlines, 2004 was a year in which Hawaii's largest
and longest-serving carrier became recognized as one of the
nation's best.  Hawaiian maintained profitability, improved
service, and led the nation in performance and reliability.

Based on reports issued by the U.S. Department of Transportation,
Hawaiian led America's airlines in service for 2004, finishing #1
for punctuality, #2 for both baggage handling and boarding
reliability, and in the top five for fewest consumer complaints.

Moreover, according to Aviation Daily, Hawaiian was the nation's
best airline at attracting customers, leading all carriers with a
systemwide load factor of 85.7 percent.

Hawaiian continued to innovate to make travel more enjoyable and
hassle-free for customers in 2004.  It became the world's first
carrier to introduce a mobile skycap service, BaggageDirect, so
that travelers are no longer forced to lug their bags to the
airport and through security.  Hawaiian was the first transpacific
carrier to introduce digEplayer, a laptop personal entertainment
system.  Hawaiian also reorganized its airport operations,
improved its Web Check-In, and added significantly more Self-
Check-In Hele On machines to ticket lobbies throughout its route
system, thereby speeding up lines and, in some cases, eliminating
them entirely.

Mark Dunkerley, Hawaiian's president and chief operating officer,
said, "Our good operational performance in 2004 leaves us well-
placed to distinguish our service from that of our competitors in
a market of increasing competitive intensity.  As always, there
remains further room for improvement and we shall not lose sight
of the need to innovate."

                        About the Company

Hawaiian Airlines, the nation's number one on-time carrier, is
recognized as one of the best airlines in America.  Readers of two
prominent national travel magazines, Conde Nast Traveler and
Travel + Leisure, have both rated Hawaiian as the top domestic
airline serving Hawaii in their most recent rankings, and the
fifth best domestic airline overall.

Celebrating its 76th year of continuous service, Hawaiian is
Hawaii's biggest and longest-serving airline, and the second
largest provider of passenger air service between Hawaii and the
U.S. mainland.  Hawaiian offers nonstop service to Hawaii from
more U.S. gateway cities than any other airline.  Hawaiian also
provides approximately 100 daily jet flights among the Hawaiian
Islands, as well as service to Australia, American Samoa and
Tahiti.

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


HAWAIIAN AIRLINES: Promotes Dave Kolakowski to Senior Director
--------------------------------------------------------------
Hawaiian Airlines promotes Dave Kolakowski, a 27-year airline
training professional, to senior director of corporate training.

In his new role, Mr. Kolakowski oversees The Learning Center at
Hawaiian and is responsible for airline operations training,
specifically involving pilots, flight attendants, customer service
agents, and ramp personnel.  He also provides guidance on
regulatory and leadership issues.

Mr. Kolakowski's promotion is part of a larger effort by Hawaiian
to centralize its training resources and take greater advantage of
the airline's assets in providing a consistency of 'need-to-know'
information to employees.

One of his projects is reviewing all corporate training
requirements to ensure that Hawaiian meets the professional
development needs of its employees and operational divisions,
while complying with government regulations.

Hawaiian hired Mr. Kolakowski in March 2003 as senior director of
flight standards and crew training.  The position carried a wide
berth of responsibilities to standardize and improve training of
pilots and flight attendants.  One of his first accomplishments
was implementing an Advanced Qualification Program for pilots,
which emphasizes real-work conditions by training cockpit crews as
flight teams instead of individuals.

Before joining Hawaiian, Mr. Kolakowski spent 25 years at the
United Airlines Flight Center in Denver, where he rose through the
ranks with promotions and ever-increasing responsibilities
focusing on the training of pilots and flight attendants.

A native of Erie, Pennsylvania, Mr. Kolakowski earned a Bachelor
of Science in English Education, as well as a Masters in Education
from Edinboro University in Pennsylvania.

                        About the Company

Hawaiian Airlines, the nation's number one on-time carrier, is
recognized as one of the best airlines in America.  Readers of two
prominent national travel magazines, Conde Nast Traveler and
Travel + Leisure, have both rated Hawaiian as the top domestic
airline serving Hawaii in their most recent rankings, and the
fifth best domestic airline overall.

Celebrating its 76th year of continuous service, Hawaiian is
Hawaii's biggest and longest-serving airline, and the second
largest provider of passenger air service between Hawaii and the
U.S. mainland.  Hawaiian offers nonstop service to Hawaii from
more U.S. gateway cities than any other airline.  Hawaiian also
provides approximately 100 daily jet flights among the Hawaiian
Islands, as well as service to Australia, American Samoa and
Tahiti.

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


HIGGINSON OIL: List of 20 Largest Unsecured Creditors
-----------------------------------------------------
Higginson Oil Company released a list of its 20 Largest Unsecured
Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Countrymark Cooperative       Open Account              $343,766
2250 S. East Street
Suite 605
Indianapolis, IN 46202
     
CoreMark                      Open Account              $182,184
P.O. Box 4609
Leitchfield, KY 42755

Wabash Foodservice            Open Account               $47,320
P.O. Box 576
Vincennes, IN 47591

Heritage Petroleum            Open Account               $38,446
P.O. Box 6850

Pepsi Americas                Open Account               $23,955

Hinderliter Environmental     Open Account               $14,000
Services

E. M. Cobb                    Lease of business          $13,216
                              premises

Central State Coca-Cola       Open Account                $8,492
P.O. Box 88987

Ideal American Dairy          Open Account                $8,028
P.O. Box 4038

Evansville Courier Corp.      Open Account                $7,110
P.O. Box 268

Daviess County                Open Account                $6,386

Royal Crown Beverages         Open Account                $5,733
P.O. Box 2870

Aramark Uniforms              Open Account                $2,413
P.O. Box 1290

FritoLay                      Open Account                $1,938
P.O. Box 643105

Miles & Finch, Inc.           Open Account                $1,800

Sara Lee Bakery Group         Open Account                $1,683

Ice Products                  Open Account                $1,517

K & I Toy House               Open Account                $1,384

IBC Wonder/Hostess            Open Account                  $954
P.O. Box 60223

Coca-Cola Bottling Works      Open Account                  $938

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.


HOFFMAN ESTATES: Moody's Downgrades Bond Rating to Ba1
------------------------------------------------------
Moody's Investors Service has downgraded the rating on the Village
of Hoffman Estates' (Illinois) Tax Increment Junior Lien Revenue
Bonds, Series 1991 to Ba1/stable outlook from Baa2/negative
outlook, affecting $22 million of outstanding debt.  The bonds
carry a junior lien on tax increment revenues generated in the
Economic Development Area in which Sears located its world
headquarters; Series 1997 Tax Increment Revenue Refunding Bonds
(unrated) carry a senior lien on these revenues.

The primary security for the Series 1991 bonds is provided by an
Ancillary Agreement between the Village and Sears, Roebuck and Co.
(rated Ba1/stable outlook), in which Sears is obligated to make
debt service payments should incremental revenues be insufficient.
The agreement constitutes an unsecured contractual obligation of
Sears, on parity with the company's senior unsecured debt.  This
agreement has taken on increasing importance in recent years due
to a lag in development activity below projections has resulted in
TIF cash-flow shortfalls and, accordingly, Sears has made partial
payments on the Series 1991 bonds annually since 1999.

The Series 1991 Bonds represent the second series of tax increment
bonds sold by the village, following a Series 1990 issue, used to
finance land acquisition and infrastructure improvements in an
Economic Development Area in which Sears located its world
headquarters.  The 1990 Bonds were later refunded by a 1997
refunding issue that carries a senior lien on the project's
incremental revenues.  The EDA was enabled by special state
legislation designed to provide incentives to insure Sears
remained in Illinois when it sought to leave the City of Chicago
in the late 1980s, and essentially functions like a TIF district.

Incremental taxes respect the following flow of funds:

    (1) a Governmental Share Account which distributes a minimum
        level of taxes to the various units of government serving
        the area;

    (2) a Program Expense Account;

    (3) Senior Lien Bond debt service;

    (4) Senior Lien Debt Service Reserve Account;

    (5) Junior Lien Bond debt service;  and

    (6) a General Account for surplus monies.

Though cash flow has been sufficient to cover debt service on the
Senior Lien bonds, there have been shortfalls in each of the last
five years regarding junior lien debt service, totaling
$36.3 million.  Though Sears own headquarters complex is fully
valued at nearly $821 million, anticipated ancillary development
in the remaining acres of the corporate office park that was
formed has been slower than anticipated, resulting in the
shortfalls of incremental revenues.  These shortfalls reiterate
the importance of the primary security for the Series 1991 bonds;
Sears unconditional and irrevocable obligation to make payments
(on the business day preceding debt service due dates) to the
trustee sufficient to cover debt service debt service payments
coming due.  The rating revision reflects the importance of this
agreement, and the credit substitution it represents.

This rating action, which concludes 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.


HUGHES NETWORK: Moody's Assigns B1 Rating to Proposed $325M Debt
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Hughes Network
Systems' proposed $325 million senior unsecured notes due 2013 and
a Ba3 rating to the company's proposed $50 million revolving
credit facility.  This is the first time that Moody's has rated
HNS.  This transaction coincides with the acquisition of 50% of
HNS by SkyTerra Communications, which is 63% owned by Apollo
Management.  Proceeds from the note issue will be used largely to
finance the acquisition and complete the company's SPACEWAY 3
satellite.  The ratings broadly reflect HNS's increasing
challenges from terrestrial based competition, relatively low
margins, and the significant risk and capital spending associated
with the company's SPACEWAY 3 satellite launching in late 2006
offset by modest leverage (3.8x total debt to adjusted EBITDA, pro
forma 2004) and good interest coverage (3.2x).

Moody's assigned these ratings to HNS:

   * Senior implied rating -- B1

   * $50 million senior secured revolving credit facility maturing
     2011 -- Ba3

   * Speculative grade liquidity rating -- SGL-2

Moody's assigned these ratings to HNS and HNS Finance Corp. as co-
issuers:

   * $325 million senior unsecured notes due 2013 -- B1
   * The outlook on all ratings is stable.

The B1 senior implied rating reflects neutral to negative
projected free cash flow owing to the company's investment in the
SPACEWAY 3 satellite, low EBITDA margins (roughly 14%), and the
business risk associated with the launching and implementation of
the SPACEWAY 3 satellite.  Moody's recognizes that the vertical
integration enabled by SPACEWAY 3 may reduce the company's cost
structure, and that the new satellite will facilitate higher data
rates and open up new marketing opportunities.  However, any
failure with respect to SPACEWAY (e.g. launch, orbital placement,
operational failure) could impair the company's business plan.

The ratings also consider the company's leading position in the
VSAT market (58% market share -- next largest competitor has a 26%
share), and some degree of revenue stream diversification (67%
domestic, 33% international; top 10 customers accounted for only
23% of 2004 revenues).  The ratings also recognize its customers'
longer term contracts (3-5 years) and good enterprise customer
retention (85%), good liquidity as evidenced by the company's $115
million pro forma cash balance (though much of this cash is
allocated to the completion of SPACEWAY 3), and the company's
servicing of a market niche that is underserved by terrestrial
competitors.  Additionally, the B1 senior implied rating reflects
the company's reasonable pro forma leverage (3.8x -- pro forma
2004), good interest coverage (3.2x), and nearly 2.0x asset
coverage of debt obligations (including lease debt).

The stable rating outlook considers the company's moderate growth
plans and reasonable likelihood of at least maintaining its
present operating cash flow generating customer base.  Moody's
would likely raise HNS's ratings if the company could sustain
EBITDA margins above 20%, and generate enough free cash flow,
despite necessary capital expenditures associated with SPACEWAY 3,
to begin meaningfully delevering.  Moody's would likely lower
HNS's ratings if the company's EBITDA margins fall below 14% for a
prolonged period of time, leaving only minimal free cash flow
generation to grow the business, compete effectively, and reduce
leverage.  The use of cash flow to pay a material distribution to
the equity owners prior to reducing leverage and the successful
launching and implementation of SPACEWAY 3, could negatively
affect the ratings.

Moody's has notched up the revolver's rating relative to the
senior implied rating.  The proposed revolver benefits from a
collateral interest in effectively all the company's assets.
The company's receivables, inventories, and net PP&E of $424
million provides 1.0x coverage of total debt, and 8.5x coverage of
senior secured debt (if the revolver were to be fully drawn), not
giving effect for $115 million in cash.  Moody's does not notch
the ratings of the senior unsecured notes relative to the
company's senior implied rating since it currently represents a
significant majority of the company's total debt.  As a class,
senior unsecured debt could be notched lower than the senior
implied rating if the company were to issue a material amount of
secured debt in the future.

HNS's SGL-2 rating reflects Moody's belief that the company has
good liquidity to meet its near-term cash operating and investment
needs through a combination of operating cash flow and
availability under its $50 million revolving credit facility.
Though the company has a significant cash balance as of the end of
2004 (pro forma for the note offering), Moody's notes that much of
this cash is essentially allocated to the completion and launch of
the SPACEWAY 3 satellite.

Additionally, while Moody's does not expect HNS to accumulate cash
over the 2005-2006 timeframe because of its investment in SPACEWAY
3, we believe the revolver would be sufficient for working capital
needs and unforeseen spikes in capital expenditures should
operating performance falter.  Two financial covenants (total
senior secured leverage, 1.5x, and interest coverage, 2.0x) will
govern the revolving credit facility.  Moody's anticipates that
the company will have significant cushion under these covenants to
weather an unexpected operational shortfall.  In the event of a
liquidity crisis, Moody's believes that the company is unlikely to
sell fixed assets given their strategic importance and highly
specialized nature.  Moody's notes that the company does have
nearly $200 million in receivables that it could potentially
monetize.

Moody's understands that the notes will be guaranteed by all
domestic subsidiaries (other than license subsidiaries and future
receivables subsidiaries).  The revolver is guaranteed by each of
HNS's direct and indirect domestic subsidiaries (other than
license subsidiaries and any future receivables subsidiaries).
HNSI and SkyTerra do not provide downstream guarantees.
Additionally, a perfected first priority security interest in all
of HNS's assets, 65% of the capital stock of foreign subsidiaries
and all the capital stock of HNS secure the revolver.

The company is issuing the notes and revolving credit facility in
connection with the formation and capitalization of Hughes Network
Systems LLC, pursuant to an agreement between HNS, HNSI, SkyTerra
and DIRECTV.  HNSI, 100% owned by DIRECTV, will contribute
substantially all of its assets, including the SPACEWAY 3
satellite assets, to HNS.  As consideration, HNS will pay HNSI
$201 million in cash, after which HNSI will own 100% of HNS's
equity interests.  Subsequently, HNSI will sell 50% of its equity
interests in HNS to SkyTerra for $50 million in cash, plus 300,000
shares of SkyTerra common stock.  Net proceeds from the note issue
will be used largely to fund the $201 million cash payment to
HNSI, and as an addition to HNS's cash balance (subject to
transaction adjustments).

Hughes Network Systems, headquartered in Germantown, Md., is a
global provider of broadband satellite networks and services to
the VSAT enterprise market and the largest Internet access
provider to the North American consumer market.  The company
generated approximately $789 million in revenue in 2004.


IMMUNE RESPONSE: Liquidity Concerns Trigger Going Concern Doubt
---------------------------------------------------------------
The Immune Response Corporation's (Nasdaq:IMNR) auditors, Levitz,
Zacks & Ciceric, included a going concern opinion in the Company's
Form 10-K filed with the Securities and Exchange Commission, due
to operating and liquidity concerns which resulted from its
significant net losses and negative cash flows from operations.

As of Dec. 31, 2004, the Company had a consolidated accumulated
deficit of $329,815,000.  

"We have not generated revenues from the commercialization of any
product," the Company said in its Annual Report.  "We expect to
continue to incur substantial net operating losses over the next
several years, which would imperil our ability to continue
operations.  We may not be able to generate sufficient product
revenue to become profitable on a sustained basis, or at all, and
do not expect to generate significant product revenue before the
end of 2008, if at all."

Nasdaq's rules require Nasdaq-listed companies to publicly
disclose whenever a Form 10-K includes an audit opinion containing
a going-concern qualification.

                        About the Company

The Immune Response Corporation (Nasdaq:IMNR) --
http://www.imnr.com/-- is a biopharmaceutical company dedicated  
to becoming a leading immune-based therapy company in HIV and
multiple sclerosis (MS).  The Company's HIV products are based on
its patented whole-killed virus technology, co-invented by Company
founder Dr. Jonas Salk, to stimulate HIV immune responses.
REMUNE(R), currently in Phase II clinical trials, is being
developed as a first-line treatment for people with early-stage
HIV.  We have initiated development of a new immune-based therapy,
IR103, which incorporates a second-generation immunostimulatory
oligonucleotide adjuvant and is currently in Phase I/II clinical
trials in Canada and the United Kingdom.

The Immune Response Corporation is also developing an immune-based
therapy for MS, NeuroVax(TM), which is currently in Phase II
clinical trials and has shown potential therapeutic value for this
difficult-to-treat disease.


INTERNATIONAL UTILITY: Exits from CCAA Protection
-------------------------------------------------
International Utility Structures Inc. has obtained an order from
the Court of Queen's Bench of Alberta providing for its exit from
its proceedings under the Company's Creditors Arrangement Act
(Canada).  

This order contemplates, among other things:

   * an interim distribution to those remaining creditors,

   * the placement with the Monitor of an amount of funds in order
     to deal with certain remaining outstanding matters,

   * the resignation of the remaining Canadian directors, and

   * the discharge of the Chief Restructuring Officer.  

Given that all of IUSI's assets have been substantially realized
and that all funds received or to be received will be disbursed to
the remaining creditors at a substantial loss, IUSI again confirms
that there will be no funds available for distribution to its
shareholders.

International Utility Structures makes the metal poles and
structures that power companies, cities, and phone companies use
to support lighting, power lines, traffic signs and lights, and
telecommunications cables.  After failing to make scheduled
interest payments on its subordinated notes, IUSI filed for
creditor protection under the Companies' Creditor Arrangement Act
of Canada in 2003.  Soon after filing for creditor protection
president and CEO Robert Jack was released from his duties.


INTERPUBLIC GROUP: Has Until June 30 to File Annual Report
----------------------------------------------------------
The Interpublic Group of Companies, Inc. (NYSE: IPG) disclosed
that its solicitation of consents to amendments relating to the
following series of debt securities expired on March 31, 2005:

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

                7.25% Senior Unsecured  460690AR1    2000      August 22,
                     Notes due 2011     U46064AB4   Indenture     2001
   $500,000,000                         460690AM2
   
                4.50% Convertible Senior460690AT7    2000       March 13,
                     Notes due 2023     460690AS9   Indenture     2003
   $800,000,000                         U46064AC2
   
                5.40% Senior Unsecured  460690AU4    2004    November 18,
   $250,000,000      Notes due 2009                 Indenture    2004
   
                6.25% Senior Unsecured  460690AV2    2004    November 18,
   $350,000,000      Notes due 2014                 Indenture    2004

The amendments provide, pursuant to the terms of the Company's
consent solicitation dated March 18, 2005, as supplemented, that
failure to comply with certain reporting covenants will not
constitute a default under the indentures.  With respect to the
4.50% Convertible Senior Notes due 2023, the amendments further
provide:

  (1) an extension from March 15, 2008, to September 15, 2009, of
      the date before which the Company may not redeem the notes
      and

  (2) an additional "make-whole" adjustment to the conversion rate
      in the event of a change of control meeting specified
      conditions.

The Company said that all conditions to the consent solicitation
have been met and that it has accepted the consents it had
received.  The Company said it will pay the initial consent fee on
April 1, 2005, to each record holder from which the Company has
received and accepted consents.  If the Company has not filed its
2004 Annual Report by 5:30 p.m., New York City time, on June 30,
2005, the Company will pay the additional consent fee on July 1,
2005 to each such record holder.  For every $1,000 of principal
amount of Securities as to which the Company has received and
accepted consents, the initial consent fee is $2.50 and the
additional consent fee is $1.25.

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

Questions regarding the solicitation may be directed to: Citigroup
Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-
6106 (collect), J.P. Morgan Securities Inc. at (800) 834-4666
(toll-free) or (212) 834-3424 (collect), and UBS Securities LLC at
(888) 722-9555 ext. 4210 (toll-free) or (203) 719-4210 (collect).

This announcement is not a solicitation of consents with respect
to any Securities.

                        About the Company

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

                          *     *     *

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

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

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

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


INTERSTATE BAKERIES: Taps Judge Federman as Claims Mediator
-----------------------------------------------------------
On December 3, 2004, the U.S. Bankruptcy Court for the Western
District of Missouri approved procedures for liquidating and
settling tort claims.  Under the Claims Resolution Procedures,
Interstate Bakeries Corporation and its debtor-affiliates are
required to identify and employ a firm to administer the mediation
and arbitration process for all eligible claims, and serve as
mediator or arbitrator for many of the eligible claims.

Pursuant to the Claims Resolution Procedures, "a person may
serve as a mediator only if:

      (i) the person has judicial experience or has been trained
          in mediation in a recognized program such as that of the
          American Arbitration Association or is otherwise
          mutually agreeable to the Debtors and the Eligible
          Claimant;

     (ii) the person is an impartial and neutral person;

    (iii) the person has no financial or personal interest in the
          proceedings, or except where otherwise agreed by the
          parties, in any related matter; and

     (iv) the person, upon appointment, discloses any
          circumstances likely to create a reasonable inference of
          bias or prevent a prompt hearing or conference with the
          parties."

J. Eric Ivester, Esq., Skadden Arps Slate Meagher & Flom LLP, in
Chicago, Illinois, relates that the Debtors, after interviewing
and assessing the qualifications of several applicants,
determined that Judge Arthur B. Federman, a United States
Bankruptcy Judge for the Western District of Missouri since 1989,
is eminently qualified to assist the Court and the Debtors'
estates in implementing the Claims Resolution Procedures as to
claims subject to mediation or arbitration.

The Debtors, therefore, seek the Court's authority to employ
Judge Federman to serve as Mediator.

Mr. Ivester explains that Judge Federman will not be seeking any
fees for his services but will be entitled to reimbursement of
expenses incurred, with costs to be shared equally by the parties
engaged in the mediations or arbitrations.

For administrative purposes, the Debtors will pay all of Judge
Federman's fees and expenses incurred within 10 days after
submission of the bill to the Debtors.  The Tort Claimant will
pay its share of fees and expenses directly to the Debtors.

"Reimbursement of Judge Federman's fees and expenses would be on
the same basis that judges are reimbursed for government travel,
which includes actual expenses for hotel, travel and postage,
plus a per diem allowance for food.  Judge Federman will not be
required to submit any application for allowance of such
expenses," Mr. Ivester clarifies.

The Debtors anticipate that Judge Federman will examine any
conflicts that he may have with parties-in-interest on a case by
case basis, and when necessary, Judge Federman will disclose any
conflicts that he may have and voluntarily recuse himself from
the matter, where applicable.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


IPSCO INC: Steelworkers Say Wheat City Metal Lock-Out is Illegal
----------------------------------------------------------------
The United Steelworkers says that a lock-out notice served Friday
by Wheat City Metal, a subsidiary of IPSCO against 38 workers at
its scrap metal processing facility in Regina is illegal, and the
union intends to forward the matter to the Saskatchewan Labour
Relations Board.

Although both parties had resolved various issues at the
bargaining table, on March 28 the employer sent a letter to the
union with an ultimatum that there be an agreement by 12 p.m.
Friday or the company would serve notice to lock out the workers.

Steelworker Staff Representative Mike Park said that, under
Saskatchewan labour law, collective agreements must be between one
to three years in duration unless there is an exemption granted by
the provincial legislature.

"Last year IPSCO made nearly a half billion dollars in profits.
The Wheat City operation is a money maker and there is no rational
reason that this company can not reach a fair agreement with its
workers," said Mr. Park.  "Our members refuse to accept the
company's offer of measly lump sum payments over five years.  
There are also pension issues that must be properly addressed."  
The members of Steelworkers Local 5917 have been without a
contract since December 31, 2004.

Across Canada, the union represents more than 255,000 men and
women working in every sector of Canada's economy.

IPSCO Inc. operates steel mills at three locations and pipe mills
at six locations in Canada and the United States.  As a low cost
North American steel producer, IPSCO has a combined annual steel
making capacity of 3,500,000 tons and provides further processing
at its five cut-to-length lines located in both the U.S. and
Canada.  The Company's tubular facilities produce a wide range of
tubular products including line pipe, oil and gas well casing and
tubing, standard pipe and hollow structurals.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Moody's Investors Service upgraded its senior implied rating for
IPSCO, Inc., to Ba2.  The upgrade reflects IPSCO's much-stronger
financial performance in response to improved market conditions
for discrete plate, coil and tubular products, and its much
improved capitalization.  In consideration of IPSCO's strong
credit metrics, low cost position, ability to further reduce
leverage as debt matures over the next two years, and the very
favorable near-term outlooks for its primary products, plate and
energy tubulars, Moody's changed IPSCO's rating outlook to
positive.

These ratings were upgraded:

   * $200 million of 8.75% guaranteed senior unsecured notes due
     2013 -- to Ba2 from Ba3,

   * senior implied rating -- to Ba2 from Ba3, and

   * senior unsecured issuer rating -- to Ba3 from B1.

As reported in the Troubled Company Reporter on February 26, 2004,
Standard & Poor's Ratings Services lowered its ratings on steel
producer IPSCO Inc., including the long-term corporate credit
rating, which was lowered to 'BB' from 'BB+'.  At the same time,
Standard & Poor's lowered its rating on the company's 5.5%
cumulative redeemable first preferred shares to 'B' from 'B+'.
The downgrade affects about US$425 million in unsecured debt.  S&P
says the outlook is stable.


JOHNSONDIVERSEY: Moody's Reviewing Ratings & May Downgrade
----------------------------------------------------------
Moody's Investors Service placed the ratings of JohnsonDiversey,
Inc., and its parent JohnsonDiversey Holdings, Inc. on review for
possible downgrade primarily because Moody's believes free cash
flow for 2005 and 2006 will be weaker than originally forecast
when the ratings were assigned in April 2002 and because of the
limited reduction of debt over the past three years.

Ratings placed under review for possible downgrade are:

JohnsonDiversey Holdings, Inc.

   -- $406.3 million aggregate principal amount at maturity
      10.67% senior discount notes due 2013, at B3

JohnsonDiversey, Inc.

   -- Senior implied, at Ba3

   -- $1.2 billion senior secured credit facilities due 2008-2009,
       at Ba3

   -- $300 million senior subordinated notes due 2012, at B2

   -- EUR225 million senior subordinated notes due 2012, at B2

In the fiscal year ended December 31, 2004, EBITDA margins fell to
12.4% (from 12.7% for the fiscal year ended January 2, 2004)
before $46 million of integration and restructuring related costs.
The 12.4% margin is less than the margin anticipated when Moody's
changed the outlook on its ratings to negative in August 2003.

The margin pressure was primarily driven by continued price
increases for crude oil and natural gas, which are key raw
materials for the company's polymer division and the floor care
unit of the professional services business.  Successful ahead-of-
plan cost reduction efforts in the post merger integration and
restructuring process could only partly mitigate this decrease.

Moody's notes that lower-than-anticipated cash generation, and the
adverse impact of the weakening of the dollar on the dollar value
of euro denominated debt have led to stagnant debt levels since
the merger.  As of December 31, 2004, the company's funded debt of
approximately $1.76 billion (adjusted for accounts receivable
securitization and including the discount notes at the holding
level) remained close to levels at closing of the merger of S.C.
Johnson Commercial Markets Inc. and DiverseyLever Inc. in May
2002.  The currency impact on term debt from the time of the
merger until December 31, 2004 was an increase of approximately
$189 million.

While the absolute level of operating earnings increased since the
merger, cash generation remains flat and debt protection measures
continue to be weak for the current rating category.  In fiscal
2004, Moody's estimates that cash flow from operations before
receivables securitization was $162 million, which was
approximately flat compared to fiscal 2003 when adjusted for the
timing of certain post-merger payments between Unilever and
JohnsonDiversey and pension plan contributions.  Free cash flow to
non-adjusted debt and EBITDA less capital expenditures to cash
interest were 1.2% and 2.4 times, respectively, for the fiscal
year ended December 31, 2004.  We note that JohnsonDiversey has
material off-balance sheet debt, including operating leases, asset
securitizations and unfunded pension obligations.  In addition,
Moody's views the company's Class B common stock as debt because
of the put rights held by Unilever under a stockholders'
agreement.

Moody's review will focus on JohnsonDiversey's prospects to
improve operating margins and cash generation.  Moody's
anticipates this will depend on the company's ability to offset
higher input costs of the affected businesses through pricing
actions in a highly competitive environment.  Moody's will also
examine the company's ability to balance growth plans with the
flexibility to reduce debt and its ability to obtain ample
liquidity to execute its financial strategy.

Our decision to review JohnsonDiversey's ratings anticipates that
credit facility covenants will be amended as proposed by the
company in March 2005.

Headquartered in Sturtevant, Wisconsin, JohnsonDiversey, Inc., is
a leading manufacturer and marketer of cleaning products and
services for the global institutional and industrial cleaning and
sanitation market.  The company is also a leading worldwide
supplier of water-based acrylic polymer resins, primarily for the
industrial printing and packaging markets.  The company was formed
in May 2002 through the acquisition of Unilever's DiverseyLever
by S.C. Johnson Commercial Markets (a previously spun-off
subsidiary of S.C. Johnson & Son, Inc.).

JohnsonDiversey, Inc., is a wholly owned subsidiary of
JohnsonDiversey Holdings, Inc., which in turn is owned by Johnson
family affiliates (67%) and Unilever (33%).  Unilever has put
rights with respect to its equity stake at 8x LTM EBITDA beginning
in 2007.

Sales for the fiscal year ended December 31, 2004 were
approximately $3.2 billion.


KAISER ALUMINUM: Taps Dickstein Shapiro as Special Claims Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Kaiser Aluminum Corporation and its debtor-affiliates
permission to employ Dickstein Shapiro as special claims counsel,
nunc pro tunc to January 1, 2005.

Dickstein Shapiro's retention nunc pro tunc to January 1, 2005,
will provide for Dickstein Shapiro to be properly compensated for
the work the firm has performed for the Debtors prior to the
Court's approval.

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


LEIGH ENTERPRISES: Selling Business to IBI Ent. for $955,000
------------------------------------------------------------
Leigh Enterprises, Inc., dba A.D. Price Funeral Establishment,
asks the U.S. Bankruptcy Court for the Eastern District of
Virginia for authority to enter into a sales agreement with IBI
Enterprises LLC.  IBI proposes to acquire A.D. Price for $955,000.

Leigh first entered into a sales contract with Marcorp Ltd. to
sell its business for $820,000 but the sale wasn't consummated.

Headquartered in Richmond, Virginia, Leigh Enterprises Inc., dba,
A.D. Price Funeral Establishment is Richmond's oldest black-owned
funeral home.  The Debtor filed for chapter 11 protection on Dec.
29, 2003 (Bankr. E.D. Va. Case No. 03-41964).  The case was
converted into a chapter 7 proceeding on August 6, 2004.  Robert
A. Canfield, Esq., in Richmond, represents the Debtor.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $1 million to $10 million.


LIFEPOINT HOSPITALS: Ups Purchase Price for Tendered Province Bond
------------------------------------------------------------------
LifePoint Hospitals, Inc. (NASDAQ: LPNT) disclosed that, in
connection with the previously announced tender offer by Lakers
Holding Corp., a subsidiary of LifePoint Hospitals, for any and
all of the $172.5 million aggregate principal amount of Province
Healthcare Company's 4-1/4% Convertible Subordinated Notes due
2008, the purchase price to be paid for each $1,000 principal
amount of Notes validly tendered (and not validly withdrawn) in
the offer has been increased from $1,060 to $1,070, plus accrued
and unpaid interest up to, but not including, the date of payment
for the Notes.

The offer is being made pursuant to an Offer to Purchase dated
March 18, 2005, as supplemented by the Supplemental Offer to
Purchase dated March 21, 2005, and the Second Supplemental Offer
to Purchase dated April 1, 2005, and a related Letter of
Transmittal, which more fully set forth the terms and conditions
of the offer.

LifePoint Hospitals expects the payment date to be promptly after
the expiration date.  The offer is scheduled to expire at 12:00
midnight, New York City time, on April 14, 2005, unless extended
or earlier terminated.  Tenders of the Notes may be withdrawn
pursuant to the Offer to Purchase at any time prior to the
Expiration Date.

The offer is conditioned upon, among other things, the
satisfaction or waiver of all conditions precedent to the
consummation of LifePoint Hospitals' proposed acquisition of
Province Healthcare set forth in the agreement and plan of merger
relating to the proposed acquisition.  Copies of the Offer to
Purchase and the Letter of Transmittal may be obtained from Global
Bondholder Services Corporation, the information agent for the
offer, at (866) 804-2200 (US toll free) and (212) 430-3774
(collect).

Lakers Holding has engaged Citigroup Global Markets Inc. to act as
the dealer manager in connection with the offer.  Questions
regarding the offer may be directed to Citigroup Global Markets
Inc., Liability Management Group, at (877) 531-8365 (US toll-
free).

This announcement is not an offer to purchase or a solicitation of
an offer to purchase with respect to any securities.  The offer is
being made solely by the Offer to Purchase and the related Letter
of Transmittal dated March 18, 2005.

LifePoint Hospitals currently operates 30 hospitals in non-urban
communities.  In most cases, the LifePoint Hospitals facility is
the only hospital in its community.  LifePoint Hospitals' non-
urban operating strategy offers continued operational improvement
by focusing on its five core values: delivering high quality
patient care, supporting physicians, creating excellent workplaces
for its employees, providing community value and ensuring fiscal
responsibility. Headquartered in Brentwood, Tennessee, LifePoint
Hospitals is affiliated with over 9,900 employees.

                          *     *     *

As reported in the Troubled Company Reporter on March 24, 2005,
Standard & Poor's Ratings Services assigned a 'BB' rating and a
recovery rating of '3' to the proposed $1.4 billion senior secured
bank credit facility of LifePoint Hospitals Inc.  The facility is
due in 2012.  LifePoint Hospitals Inc. will be the newly formed
holding company after the acquisition of Province Healthcare
Company is completed.

The new bank facility is rated the same as LifePoint Hospitals
Inc.'s corporate credit rating; this and the '3' recovery rating
mean that lenders are unlikely to realize full recovery of
principal in the event of a bankruptcy, though meaningful recovery
is likely (50%-80%).

LifePoint is also expected to issue $200 million of senior
subordinated debt as part of the financing of the Province
acquisition.  Standard & Poor's expects to provide a rating for
this proposed debt when the terms become available.

Standard & Poor's also affirmed its 'BB' corporate credit rating
on hospital operator LifePoint Hospitals Inc. and removed the
rating from CreditWatch, where it was placed Aug. 16, 2004.  The
CreditWatch listing followed the announcement that LifePoint would
acquire Province in a transaction estimated to be about $1.7
billion.  As of Dec. 31, 2004, LifePoint's total debt outstanding
was $221 million.  However, pro forma for the transaction, the
debt will increase to approximately $1.5 billion.  The outlook is
negative.  Upon completion of the acquisition, Province
Healthcare's ratings will be withdrawn.

"The ratings on Brentwood, Tenn.-based LifePoint Hospitals Inc.
are based on the strength of the company's diversified hospital
portfolio, which will number 51 facilities following the Province
Healthcare acquisition," said Standard & Poor's credit analyst
David Peknay.  "This is an increase from 30 facilities before the
transaction.  The portfolio is still vulnerable, however, to
industry operating risks."


LIFEPOINT HOSPITALS: Health Management Acquires Bartow Memorial
---------------------------------------------------------------
LifePoint Hospitals, Inc. (NASDAQ: LPNT) disclosed the sale of its
56-bed Bartow Memorial Hospital, located in Bartow, Florida, to
Health Management Associates, Inc. (NYSE: HMA) effective April 1,
2005.  The terms of the transaction were not disclosed.

Kenneth C. Donahey, president and chief executive officer of
LifePoint Hospitals, said, "We are pleased to complete the sale of
Bartow Memorial Hospital, and we are confident that the hospital,
its staff, and the residents of Bartow and the surrounding
communities will be well served by HMA."

With the addition of Bartow Memorial Hospital, HMA now operates 17
hospitals in the State of Florida, and has now completed five
acquisitions in fiscal year 2005, achieving its fiscal year 2005
objective to acquire between four and six hospitals.  Bartow
Memorial Hospital's annual net revenue is approximately
$33 million.

                            About HMA

Health Management Associates, Inc., is the premier operator of
non-urban general acute care hospitals in communities situated
throughout the United States. HMA has generated 16 years of
uninterrupted operating earnings growth and operates 57 hospitals
in 16 states with approximately 8,259 licensed beds.

                        About the Company

LifePoint Hospitals, Inc., currently operates 30 hospitals in non-
urban communities.  In most cases, the LifePoint Hospitals
facility is the only hospital in its community.  LifePoint
Hospitals' non-urban operating strategy offers continued
operational improvement by focusing on its five core values:
delivering high quality patient care, supporting physicians,
creating excellent workplaces for its employees, providing
community value and ensuring fiscal responsibility.  Headquartered
in Brentwood, Tennessee, LifePoint Hospitals is affiliated with
approximately 9,900 employees.

                          *     *     *

As reported in the Troubled Company Reporter on March 24, 2005,
Standard & Poor's Ratings Services assigned a 'BB' rating and a
recovery rating of '3' to the proposed $1.4 billion senior secured
bank credit facility of LifePoint Hospitals Inc.  The facility is
due in 2012.  LifePoint Hospitals Inc. will be the newly formed
holding company after the acquisition of Province Healthcare
Company is completed.

The new bank facility is rated the same as LifePoint Hospitals
Inc.'s corporate credit rating; this and the '3' recovery rating
mean that lenders are unlikely to realize full recovery of
principal in the event of a bankruptcy, though meaningful recovery
is likely (50%-80%).

LifePoint is also expected to issue $200 million of senior
subordinated debt as part of the financing of the Province
acquisition.  Standard & Poor's expects to provide a rating for
this proposed debt when the terms become available.

Standard & Poor's also affirmed its 'BB' corporate credit rating
on hospital operator LifePoint Hospitals Inc. and removed the
rating from CreditWatch, where it was placed Aug. 16, 2004.  The
CreditWatch listing followed the announcement that LifePoint would
acquire Province in a transaction estimated to be about $1.7
billion.  As of Dec. 31, 2004, LifePoint's total debt outstanding
was $221 million.  However, pro forma for the transaction, the
debt will increase to approximately $1.5 billion.  The outlook is
negative.  Upon completion of the acquisition, Province
Healthcare's ratings will be withdrawn.

"The ratings on Brentwood, Tenn.-based LifePoint Hospitals Inc.
are based on the strength of the company's diversified hospital
portfolio, which will number 51 facilities following the Province
Healthcare acquisition," said Standard & Poor's credit analyst
David Peknay.  "This is an increase from 30 facilities before the
transaction.  The portfolio is still vulnerable, however, to
industry operating risks."


LITTLE MT. ZION: Files Plan of Reorganization in New York
---------------------------------------------------------
Little Mt. Zion Pentecostal Faith Church, Inc., delivered its Plan
of Reorganization to the U.S. Bankruptcy Court for the Southern
District of New York, Manhattan Division.

The Plan provides that administrative, secured, priority and
unsecured claim holders will be fully paid in cash on the
Effective Date.  Equity interest holders will retain their
interest in the Debtor.

Headquartered in New York, Little Mt. Zion Pentecostal Faith
Church Inc., is a church.  The Church filed for chapter 11
protection on Jan. 5, 2005 (Bankr. S.D.N.Y. Case No. 05-40051).  
James E. Hurley, Jr., Esq., in 75 Maiden Lane, New York,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed $1 million in assets and $100 million in
debts.


LOUISIANA HOUSING: S&P Downgrades $11.1 Mil. Bond Rating to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Louisiana
Housing Finance Agency's (New Orleans Towers project)
$11.1 million Section 8 assisted multifamily housing bonds series
1992A to 'BB-' from 'BB+'.  The outlook is negative.

The downgrade reflects the continued decline in debt service
coverage to under 1.0x maximum annual debt service (MADS) for the
fiscal year-ended 2003 and the expectation that the coverage will
continue to decline.

The audited financial results for the year ended Dec. 31, 2003,
indicate that the performance of the property has declined over
the past several years.  In fiscal 2003 debt service coverage
declined to 0.88x MADS from 1.05x MADS in 2002. The year-to-date
financial statements for the six months ended June 30, 2004,
indicate a further decline in debt service coverage to 0.81x MADS.

The average rent of $764 per unit per month has remained stable
over the past several years.  There have been no rental increases
since 1996.  The owner has not applied for a rental increase
because the rents are currently 165% above fair market rents.  The
average rent has remained stable but the vacancy loss has
increased leading to a decline in the economic rent per unit per
month to $674 in 2002 from $706 in 2002.  Expenses per unit per
year increased by 16% to $4,318 per unit in 2003 from $3,606 in
fiscal 2002.  Utility expenses increased by 43% and maintenance
and repair expenses increased by 26%.  Debt per unit was $27,752
as per the trustee report dated May 4, 2004.  Occupancy at the
property has significantly declined to 88% in 2003 from 92% in
2002.


MACROCHEM CORP: Recurring Losses Prompt Going Concern Doubt
-----------------------------------------------------------
In accordance with applicable Nasdaq rules, MacroChem Corporation
(NasdaqSC: MCHM) disclosed that the report of the Company's
independent registered public accounting firm regarding the
Company's 2004 financial statements included in its Annual Report
on Form 10-K filed with the Securities and Exchange Commission,
contained an explanatory paragraph regarding the Company's ability
to continue as a going concern.  

The going concern opinion was based upon recurring losses from
operations and the Company's cash balance as of December 31, 2004,
which is not sufficient to fund projected operations over the next
year.  The explanatory paragraph does not take into consideration
any potential future cash inflows.  

                        About the Company

MacroChem Corporation -- http://www.macrochem.com/--is a  
specialty pharmaceutical company that innovates, develops and
commercializes pharmaceuticals administered in novel ways, to
treat important medical conditions. MacroChem is developing two
products containing its patented enhancer, SEPA(R): Opterone(R), a
SEPA-enhanced topical testosterone treatment for male
hypogonadism; and EcoNail(TM), a SEPA-enhanced antifungal nail
lacquer to treat a common and potentially debilitating nail
infection known as onychomycosis.


MERRILL LYNCH: Moody's Puts Low-B Ratings on Two Mortgage Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Merrill Lynch Mortgage Investors
Trust, Mortgage Loan Asset-Backed Certificates, Series 2005-NC1
and ratings ranging from Aa2 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by New Century originated adjustable-
rate (84.18%) and fixed-rate (15.82%) sub-prime mortgage loans.
The ratings are based primarily on the credit quality of the
loans, performance of past deals backed by collateral from this
originator, and on the protection from subordination,
overcollateralization, and excess spread.  The loans backing
this deal are of average quality relative to other recent
securitizations of this lender's collateral.

Wilshire Credit Corporation will service the loans.  Moody's has
assigned its above average servicer quality rating (SQ2) to
Wilshire for primary servicing of subprime loans.

The Complete Rating Actions Are:

Issuer: Merrill Lynch Mortgage Investors Trust

Securities: Mortgage Loan Asset-Backed Certificates,
             Series 2005-NC1

    * Class A-1A, rated Aaa
    * Class A-1B, rated Aaa
    * Class A-2A, rated Aaa
    * Class A-2B, rated Aaa
    * Class A-2C, rated Aaa
    * Class R, rated Aaa
    * Class M-1, rated Aa2
    * Class M-2, rated A2
    * Class M-3, rated A3
    * Class B-1, rated Baa1
    * Class B-2, rated Baa2
    * Class B-3, rated Baa3
    * Class B-4, rated Ba1
    * Class B-5, rated Ba2


MORTGAGE CAPITAL: Fitch Downgrades Ratings on Classes G & H Certs.
------------------------------------------------------------------
Fitch Ratings downgrades Mortgage Capital Funding, Inc.'s
multifamily/commercial mortgage pass-through certificates, series
1997-MC1:

      -- $6.6 million class G to 'B+' from 'BB-';
      -- $13.2 million class H to 'CC' from 'CCC'.

In addition, Fitch affirms these classes:

      -- $119.5 million class A-3 at 'AAA';
      -- Interest-only class X at 'AAA';
      -- $39.5 million class B at 'AAA';
      -- $36.2 million class C at 'AAA';
      -- $32.9 million class D at 'A+';
      -- $39.5 million class F at 'BB';
      -- $3.8 million class J remains 'D'.

The $13.2 million class E is not rated by Fitch.

The downgrades reflect the expected losses on the specially
serviced loans.  Fitch expected losses will cause credit
enhancement levels to decline on the G and H classes.  As of the
March 2005 distribution date, the pool's aggregate certificate
balance decreased 53.8% since issuance, to $304.4 million from
$658.5 million.  To date, the transaction has realized losses in
the amount of $12.7 million.  Cumulative interest shortfalls due
to appraisal reductions and servicer fees total $4.2 million and
currently affect classes F, G, H, J and K.

Currently, there are six loans (9.35%) that are specially
serviced.  The largest specially serviced loan (2.32%) is secured
by a 179-room full-service hotel located in Augusta, Ga.  The loan
transferred to the special servicer as a result of a monetary
default.  Property performance has declined since issuance due to
increased competition and a general decline in Augusta's economy.
The property is currently real estate owned.  A recent appraisal
value indicates a significant loss upon liquidation of the
property.

The second largest specially serviced loan (2%) is secured by a
single-tenant retail property, located in Plymouth, Mass.  The
loan transferred to the special servicer after K-Mart filed
bankruptcy and subsequently rejected its lease.  The property is
now REO.  The property was marketed for sale and an offer has been
accepted.  A minimal loss is expected at the time of disposition.


NDCHEALTH CORP: Board Votes to Consider Sale of the Company
-----------------------------------------------------------
NDCHealth Corporation's (NYSE: NDC) Board of Directors voted to
pursue the potential sale of the company.  The decision follows
the completion by the Board, acting with the assistance of The
Blackstone Group L.P., of an evaluation of strategic alternatives
with the objective of maximizing stockholder value over a
reasonable period of time.  The Blackstone Group and Goldman,
Sachs & Co. will act as the company's financial advisors.

NDCHealth notes that there can be no assurance regarding the
outcome of this process.  The company said it does not intend to
comment further publicly with respect to its process until its
conclusion, unless the company determines it would be appropriate
to do so at an earlier stage.

                        About the Company

Headquartered at Atlanta, Ga., NDCHealth Corporation --
http://www.ndchealth.com/-- is a leading information solutions  
company serving all sectors of healthcare.  Its network solutions
have long been among the nation's leading, automating the exchange
of information among pharmacies, payers, hospitals and physicians.  
Its systems and information management solutions help improve
operational efficiencies and business decision making for
providers, retail pharmacy and pharmaceutical manufacturers.  

                          *     *     *

Standard & Poor's Ratings Services affirmed NDCHealth's corporate
credit and senior secured ratings at 'B' and the subordinated debt
rating is affirmed at 'CCC+'.


NDCHEALTH CORP: S&P Junks Subordinated Debt Rating
--------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Ga.-based NDCHealth Corp. to developing from stable, following its
announcement that the company's board of directors has voted to
consider the sale of the company.  The corporate credit and senior
secured ratings are affirmed at 'B' and the subordinated debt
rating is affirmed at 'CCC+'.

"The outlook revision is based on the uncertain outcome of the
company's sale," said Standard & Poor's credit analyst Lucy
Patricola.  Ratings could be lowered or raised depending on the
financial and business profile of the new parent company and the
financial structure of the transaction.

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

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

NDCHealth's weak business profile reflects its challenging
position as a small service provider to large, national drugstore
chains and its narrow product focus within the pharmaceutical
industry.  Providing some offset, NDCHealth has a leading position
in the pharmacy market, where it is connected to more than 90% of
U.S. pharmacies and processes about 70% of claims.

The company continues to face a challenging profitability
environment.  EBITDA margins remain around 18%, well below the
company's historical average of around 30%.  Profitability has
been adversely affected by challenging conditions in the
pharmaceutical industry and consolidation among pharmacy
customers, both of which have led to pricing pressures; and higher
expense levels related to new product releases.  The company has
announced restructuring efforts to align costs with this new
pricing environment.


NEWAVE INC: Welcomes David Hanlon as Advisor
--------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWWV), said David P. Hanlon,
former CEO of International Game Technology (NYSE) and Merv
Griffin Resorts International has joined the Company as an
advisor.  Mr. Hanlon will consult directly with NeWave's senior
management on issues of business strategies and corporate
development.

NeWave CEO Michael Hill stated, "We are extremely delighted about
having an individual of Dave's stature on our team.  His
tremendous accomplishments within the business world speak for
themselves and NeWave can only benefit from his experience and
insight.  He will be a valuable asset to the Company as we
progress forward."

David Hanlon commented, "Newave is providing excellent application
of modern technology and helping the business process move more
quickly and effectively.  It's an exciting situation and I'm very
pleased to be asked to work with this capable and aggressive
management team."

                       About David Hanlon
  
From 1996-1999 David Hanlon served as President and Chief
Operating Officer of the Rio Suites Hotel & Casino in Las Vegas
where he guided the Company through a major expansion resulting in
the doubling of profits within two years.  The Rio was voted "Best
Hotel in Vegas" by Zagat Guide and "World's Best Hotel Value" by
Travel & Leisure magazine.

From 1994 to 1995 Mr. Hanlon served as CEO of International Game
Technology (NYSE) where he led the development of new products and
greatly broadened IGT's domestic and international markets.

From 1988-1993 Mr. Hanlon was President & CEO of Merv Griffin's
Resorts International, Atlantic City and Bahamas, where he
successfully completed two, billion dollar corporate
restructurings while simultaneously effecting an extremely
successful operational turnaround.  During this period he was
voted "Executive of the Year" by Casino Player magazine and also
served as the Chairman of the New Jersey Casino Association.

From 1984-1988 Mr. Hanlon was President of Harrah's Atlantic City
(Marina & Trump Plaza), which was the most profitable casino in
Atlantic City at that time.  He also served as CFO and Executive
Vice President for Caesar's World, Inc., from 1978-1983.  Mr.
Hanlon received a B.S in Hotel Administration from Cornell
University, M.S. in Accounting and M.B.A in Finance from the
Wharton School, University of Pennsylvania.  He currently serves
as a consultant to several companies within the gaming,
hospitality and technology industries.

                        About the Company

NeWave Inc. -- http://www.newave-inc.com/-- is a direct marketing   
company, which utilizes the internet to maximize the income
potential of its customers, by offering a fully integrated turnkey
ecommerce solution.  NeWave subsidiary Onlinesupplier.com, offers
a comprehensive line of products and services at wholesale prices
through its online club membership. Auction Liquidator, a NeWave
subsidiary is an online portal that provides customers with a
quick and efficient method for selling unwanted items on eBay and
other online auction sites.

                          *     *     *

As reported in the Troubled Company Reporter on June 8, 2004,
Kabani & Company's report on the Company's consolidated financial
statements for the fiscal years ended December 31, 2003, and
December 31, 2002, included an explanatory paragraph expressing
substantial doubt about NeWave's ability to continue as a going
concern.

Losses have continued in 2004.  For the nine-month period ending
Sept. 30, 2004, NeWave posted a $3,344,334 net loss.


NORTEL NETWORKS: Names Brian McFadden Chief Research Officer
------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT) reported that Brian
McFadden, a 26-year Nortel veteran and the current CTO, has been
appointed to the role of Chief Research Officer, effective
April 4, 2005.  In his new role, Mr. McFadden will oversee the
Advanced Technology, Research and Standards organization and will
continue to report to the president and COO.  He will be
responsible for setting Nortel's research priorities to ensure
they support the company's business strategies, which include
maintaining an industry leadership position in end-to-end
broadband, Voice over IP, multimedia services and applications,
and wireless broadband solutions. McFadden will also ensure that
Nortel continues to play a lead role in industry standards and
regulatory organizations.

"We are absolutely committed to growing our business and a key
component of that is our continued technology leadership," said
Bill Owens, vice chairman and chief executive officer, Nortel.
"Today's announcement reaffirms the profound importance of
research and development to Nortel's future and our commitment to
ensuring our technology decisions are highly integrated with our
overall business strategy and the dynamics of an extremely
competitive global market.  Creating two distinct technology and
research and development organizations with specific mandates and
led by two very accomplished senior executives certainly reflects
our 'playing to win' commitment to enhancing shareholder value."

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.


NORTHWESTERN CORP: Montana PSC Okays Wind Energy Proposal
---------------------------------------------------------
The Montana Public Service Commission approved NorthWestern
Corporation's -- d/b/a NorthWestern Energy (NASDAQ: NWEC) -- power
sales agreement with an affiliate of Invenergy Wind LLC to
purchase 135 to 150 megawatts of electricity from a $150 million,
large-scale wind farm near Judith Gap in Wheatland County,
Montana.

The 20-year contract will provide NorthWestern Energy's default
supply customers with approximately 7 percent of their electricity
from the wind at a price that is competitive with electricity
generated from other resources.  The contract price is
approximately $32/MWh, but the cost paid by the consumer will be
slightly higher due to the intermittent nature of wind.

"We are very pleased that the PSC has given expedited approval to
our contract with the first large-scale wind farm in Montana,"
said Mike Hanson, President.  "This project allows NorthWestern
Energy to serve a portion of its customer needs using low-cost
renewable electricity.  This project also will help provide rate
stability for our default supply customers through greater
diversity in types of electricity generation and suppliers."

The 8,000-acre wind farm will utilize 100 turbines each with a
capacity of about 1.5 MW.  Wind Park Solutions Arcadia developed
the project and sold its interest to Invenergy Wind LLC who will
construct, own and operate the facility.  To realize the benefits
afforded by federal Production Tax Credits, which are included in
the contract price, the facility must be in production by Dec. 31,
2005.

                    About Invenergy Wind LLC

Invenergy Wind LLC -- http://www.invenergyllc.com/-- and its  
affiliates develop, own and operate wind energy and natural gas
fueled projects throughout North America.  Invenergy is based in
Chicago, Ill.  

               About Wind Park Solutions Arcadia

Wind Park Solutions Arcadia is a Montana company based in Big
Sandy.  It was formed in 2002 by the partnership of Wind Park
Solutions America, specializing in all aspects of wind park
development and analysis, and Arcadia Windpower, a New York firm
with significant financial expertise and a strong history in wind
development.  For more information about Wind Park Solutions
America, visit http://www.windpark-solutions.com/and for  
information about Arcadia Windpower, visit
http://www.ArcadiaWind.com/

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

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


NRG ENERGY: Posts $18.1 Million Net Income in Fourth Quarter
------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) reported net income for the quarter
ended December 31, 2004 of $18.1 million.  Reported net income for
the year ended December 31, 2004 was $185.6 million or $1.85 per
diluted share.  Income from discontinued operations was $0.2
million during the fourth quarter and $23.5 million or $0.24 per
diluted share for the full year.  The fourth quarter results
included a $60 million before tax mark-to-market gain associated
with financial electricity sales executed during the fourth
quarter 2004 to hedge the Northeast coal-fired generation
primarily related to the first quarter 2005.   

Cash provided by operations was $48.6 million and $644 million for
the fourth quarter and full year 2004, respectively.  Fourth
quarter and full year net increase in cash was $5.3 million and
$558.8 million, respectively.  The $558.8 million result includes
$147 million from asset sales and a $100 million net payment from
the Xcel Energy settlement.   

The Company completed several significant capital transactions
during the fourth quarter 2004.  These included the issuance of
$420 million of preferred securities, the repurchase of 13 million
common shares from MatlinPatterson, and the $950 million
refinancing of its Senior Debt Facility.   

"Our strong execution across all areas of our business in 2004
allowed us to exceed our own financial objectives for the year,"
said David Crane, NRG President and Chief Executive Officer.  "We
are also pleased that during the course of achieving such a strong
first year result, we succeeded in positioning the Company's
balance sheet and asset portfolio as a platform for value-
enhancing growth."  

Adjusted net income, excluding discontinued operations and other
nonrecurring items, was $15.9 million or $0.16 per diluted share
for the three months ended December 31, 2004 and $180.2 million or
$1.80 per diluted shares for the twelve months ended December 31,
2004.  Adjustments were primarily associated with asset
impairments, restructuring and relocation charges and litigation
settlements.   

Additional Full Year and Fourth Quarter Highlights:  

     -- $976 million of adjusted EBITDA for 2004;  

     -- Reduced net debt to total capital to 49% as of
        December 31, 2004;  

     -- Successful implementation of NRG's multi-faceted approach  
        to long-term environmental remediation at our New York  
        coal-fired plants;  

     -- Record operating reliability across fleet led by Big  
        Cajun II, which set a net generation output record of  
        10,468,596 megawatt hours (MWh) in 2004; and  

     -- Strong operating performance internationally, buoyed by  
        completion of the Playford refurbishment and strong  
        summer weather in Australia.   

                        Financial Summary

NRG's fourth quarter net income of $18.1 million and operating
revenues of $580.9 million were primarily driven by the solid
performance of our Northeast assets and the strong generating
output and pool prices in Australia.  These favorable results were
partially offset by unplanned outages in South Central and the
pre-tax impact of $41.2 million of prepayment penalties and a
write off for previously deferred financing costs associated with
the refinancing of the Senior Debt Facility.  Operating expenses
were lower primarily due to reduced auxiliary power charges and
tax credits.  The fourth quarter included $60 million in pretax
mark-to-market gains associated with financial electricity sales
in the Northeast.  This was partially offset by a $6.4 million
mark-to-market loss in our Australian operations.   

"NRG's full-year net income of $185.6 million and operating
revenues of $2.4 billion reflect the strong reliability of our  
assets throughout the year, particularly during the first quarter  
2004 when we saw an extreme cold weather condition in the  
Northeast and strong pool prices during a hot summer in  
Australia," Mr. Crane cites.  Full-year results were also  
impacted by higher revenues from West Coast Power (WCP), our  
partnership with Dynegy Inc., the favorable settlement of the  
Connecticut RMR agreement, the $38.5 million FERC-approved  
settlement with Connecticut Light & Power and tax credits.   
Expenses incurred in connection with relocation, reorganization,  
restructuring and impairments aggregated $47.4 million pretax.   
Included in the full year results were $71.6 million of pretax  
write-offs for previously deferred financing costs and prepayment  
premiums associated with first and fourth quarter 2004  
refinancings.   

                            Northeast

The Northeast region posted a strong fourth quarter with adjusted
EBITDA of $111 million.  These results included the favorable
impact of $60 million in unrealized before tax gains from
financial energy sales transactions.  Additionally, our Huntley
and Dunkirk plants continued to realize the benefits from their
conversion to low-sulfur, lower cost Powder River Basin (PRB)
coal.  Our Indian River facility had higher generation and
revenues for the quarter due to the unavailability of other  
generating facilities in the PJM market.  The Northeast also  
benefited from a settlement that reduced its auxiliary power  
utility charges.   

The Northeast's full-year adjusted EBITDA was due to strong asset
performance during extreme weather in January 2004 and the
favorable reliability-must-run (RMR) settlement for some our  
NEPOOL assets.  The RMR settlement received final approval from  
the FERC on January 27, 2005.  Northeast operating expenses were  
lower due to tax credits.   

                          South Central

The South Central region generated $24 million in adjusted EBITDA
during the quarter.  These results proved to be the weakest
quarterly results for the region during the year.  Coop and long
term customer load demand was strong during the fourth quarter
with 2.1 million MWh delivered to such customers.  December load
volume hit a record high due to unusually cold weather.  
Consequently, high customer demand limited our ability to sell
into the merchant market where prices are generally more favorable
than our contracted energy prices.  The region's  
quarterly performance was also adversely affected by a forced  
outage at one of our three units at our Big Cajun II facility  
during October 2004, which required the Company to meet its  
contracted load-following obligations in the merchant market at  
higher cost than our coal-based generating assets.   

For the full year, our South Central region generated $116 million
in adjusted EBITDA.  During the year, the Company delivered over
8.9 million MWh to our coop and long term customers.  These
contracted energy revenues were further supplemented by merchant
energy sales of 1.7 million MWh.  Despite the October forced
outage discussed above, our Big Cajun II facility produced a
record 10.5 million MWh with a net capacity factor of 80.9% versus
73.4% for 2002.  Big Cajun II's equivalent forced outage rate of
4.9% was half of what it was in 2002, marking two consecutive
years of operating improvements.   

                            West Coast

The West Coast region's fourth quarter adjusted EBITDA of
$50 million was driven primarily by the earnings realized by WCP.   

Full-year results of our West Coast region were favorable due to
WCP's pricing under the California Department of Water Resources
(CDWR) contract with adjusted EBITDA totaling $185 million.  
Additionally, revenues from ancillary services and minimum load
cost compensation power positively contributed to WCP's operating
results.  As of January 1, 2005 we retired our Long Beach facility
following approval from the California ISO as the facility was no
longer required for reliability.  The power purchase agreement
with the CDWR expired on December 31, 2004.  

                            Australia

Fourth quarter adjusted EBITDA totaled $10 million.  The increased
generation from the newly refurbished Playford station and strong
pool prices during the quarter offset a generally mild start to
the summer season.   

Full-year adjusted EBITDA of $70 million was primarily due to the
strong first quarter, when Australia experienced a particularly
hot summer, driving higher generation and pool prices.   

                       Other North America

Fourth quarter adjusted EBITDA totaled $8 million.  During the
quarter, we successfully closed the sale of our Kendall operation,
resulting in $1 million in net sales proceeds and the removal of
approximately $450 million in consolidated project-financed debt
from our balance sheet.  Kendall contributed $5.7 million in
EBITDA for the fourth quarter as we continued to see increasing
run-time from the asset since it became part of the PJM market.   

Other North American assets' full-year adjusted EBITDA totaled
$81 million.  The results were driven by our Kendall asset and
equity investments.  Kendall contributed $41.9 million of adjusted
EBITDA to the Other North American results, with the balance
driven by the performance of the Rockford asset and the Rocky Road
and James River equity investments.   

                       Other International

Adjusted EBITDA for the fourth quarter was $20 million.  These
results were driven primarily by the Company's German operations,
Schkopau and MIBRAG.  MIBRAG, a coal mining and power plant
operation in which NRG holds a 50% ownership, benefited this
quarter as its coal customers were back to full operations after
outages in the two prior quarters.   

Full-year adjusted EBITDA of $92 million was driven by the German
operations, which are largely contracted, and the Enfield
investment, which recorded a total of $23 million in unrealized  
gains associated with its long-term gas contract.   

                 Thermal and Other Non-Generation

Adjusted EBITDA for Thermal and other Non-Generation through 2004
was primarily from the thermal operations.  Thermal's output is
largely contracted, providing steam heating to approximately 565
customers and chilled water to 90 customers, resulting in a steady
earnings stream.   

                 Liquidity and Capital Resources

On December 24, 2004, the Company amended and restated its Senior
Debt Facility, which now consists of a $450 million Term B loan, a
$350 million funded letter of credit facility and a $150 million
revolver.  The interest rate on the amended Term B loan and Letter
of Credit is LIBOR plus 187.5 basis points, a reduction of 212.5
basis points from the original facility.   

On December 27, 2004, NRG completed the issuance of $420 million
of convertible preferred stock which provided $406 million in net
proceeds.  The proceeds were used to redeem and cancel $375
million of its high yield notes at 108.  This redemption was
completed on February 4, 2005.  The issuance of the preferred
securities also enabled NRG to use available cash balances to
repurchase 13 million shares of common stock for $31.16 per share
from investment partnerships managed by MatlinPatterson Global
Advisers, LLC.  This left MatlinPatterson with less than 10% of
the common stock, and caused them to relinquish their three board
seats and registration rights with respect to their remaining
shares.   

During the first quarter of 2005, the Company purchased in the
market an additional $41 million of high yield notes at an average
cost of approximately 108.  The face amount of our remaining
outstanding high yield notes was $1.35 billion as of March 1,
2005.   

                        Recent Development

On February 25, 2005, the Company collected $70.8 million of an
arbitration award arising out of the Company's participation in
the TermoRio project in Brazil.  Previous to its receipt, that  
potential award had been carried on the Company's balance sheet  
at $57.3 million.  As a result, the difference of approximately  
$13 million will be included in the first quarter 2005 earnings.   
The entire $70.8 million will be included in the Company's first  
quarter 2005 net cash flow.   

                           2005 Outlook

While the notable weather events (in Australia and the Northeast
U.S.) that positively influenced the Company's financial results
in the first quarter 2004 have not occurred in 2005, NRG continues
to take advantage of the persistently high gas price environment
to hedge its baseload coal position for the balance of 2005 and
into 2006.  As previously disclosed, the Company substantially
hedged its baseload coal generation in the Northeast for 2005
early in the fourth quarter of 2004 resulting in a $60 million
pretax mark-to-market gain as of year end 2004.  While this $60
million is associated with 2005 revenues, FAS 133 requires it to
be recorded in fiscal year 2004 results.   

The Company's adjusted EBITDA guidance for 2005, excluding unusual
or nonrecurring events and assuming normal weather patterns in our
core markets, is estimated at $560 million.  This adjusted EBITDA
guidance excludes the $60 million mark-to-market gain . . . and
takes into account the sale during 2004 of Kendall and the
projected sale of additional EBITDA-generating assets during
2005.  The gross margin associated with this EBITDA estimate is
substantially hedged in terms of downside protection while the
Company retains the potential to benefit from extreme weather
events, locational supply-demand imbalances or gas price spikes
through its dual fuel-fired peaking units.

NRG Energy, Inc., owns and operates a diverse portfolio of
power-generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan.  James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
NRG Energy Inc.'s (NRG; B+/Stable/--) proposed $400 million
convertible perpetual preferred stock.  S&P says the outlook is
stable.


OAKWOOD HOMES: Trust Inks Pact to Settle $250 Mil. Arkansas Claims
------------------------------------------------------------------
The OHC Liquidation Trust, as successor-in-interest to Oakwood
Homes Corporation and its debtor-affiliates pursuant to their
Second Amended Joint Consolidated Plan of Reorganization, seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to enter into a settlement agreement with certain
claimants.

In February 2001, several individuals filed a suit against the
Debtors alleging unfair trade practices and consumer fraud laws.  
They demanded damages for a group of people who were sold mobile
homes by Oakwood.  The claimants filed an unsecured claim against
the Debtors' estates for $250 million.

After the Debtors' Plan became effective on April 15, 2004, the
Arkansas claims were still disputed.  To avoid a costly and
lengthy litigation, retired Judge Nicholas J. Politan was engaged
as a mediator.  The parties reached a settlement agreement,
wherein the Trust agrees to pay the claimants $10 million and $2
million for the plaintiffs' counsel.

Oakwood Homes Corporation and its subsidiaries are engaged in the
production, sale, financing and insuring of manufactured housing
throughout the U.S.  The Debtors filed for chapter 11 protection
on November 15, 2002 (Bankr. Del. Case No. 02-13396).  Robert J.
Dehney, Esq., Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell, and C. Richard Rayburn, Esq., and Alfred F. Durham, Esq.,
at Rayburn Cooper & Durham, P.A., represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $842,085,000 in total assets and
$705,441,000 in total debts.  The Debtors' Plan became effective
on April 15, 2004.


OMNI FACILITY: Judge Lifland Confirms First Amended Chap. 11 Plan
-----------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York confirmed Omni Facility
Services, Inc., and its debtor-affiliates' First Amended
Consolidated Chapter 11 Plan of Liquidation.

                         Terms of the Plan

The Plan provides for a substantive consolidation of the Debtors'
estates, the creation of a Creditors' Trust, the appointment of a
Plan Administrator to oversee the winding down of the Debtors'
estates, the rejection of executory contracts and unexpired leases
not previously assigned, and the compromise and settlement of
Claims and prosecution of causes of actions.

Holders of priority non-tax claims will be paid in full 30 days
after the effective date of the Plan.

Holders of miscellaneous secured claims will be paid in full from
the net proceeds from the sale of the relevant collateral or the
return of the relevant collateral.

Prepetition lenders holding secured claims will receive payments
as set forth in the settlement agreement.

Holders of general unsecured claims will receive their pro rata
share of any distribution from the Creditors' Trust or upon the
mutual agreement of the Creditor Trustee and the general unsecured
creditor.

Holders of subordinated claims under a Last-Out Participation
Agreement will receive payments from the Creditors' Trust but only
after all General Unsecured Claims are paid in full.

Subordinated Lenders under a Subordination and Intercreditor
Agreement will receive payments from the Creditors' Trust but only
after all General Unsecured Claims and Last-Out Participation
Claims have been paid in full.

Intercompany Claims will be cancelled.

Holders of equity interests will not receive any distributions
under the Plan.

Headquartered in South Plainfield, New Jersey, Omni Facility
Services, Inc. -- http://www.omnifacility.com/-- provides  
architectural, janitorial, landscaping, and electrical services.
The Company filed for chapter 11 protection on June 9, 2004
(Bankr. S.D.N.Y. Case No. 04-13972).  Frank A. Oswald, Esq., at
Togut, Segal & Segal LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $80,334,886 in total assets and
$100,285,820 in total debts.


PARMALAT USA: Farmland Wants Court OK on $61M LaSalle Exit Funding
------------------------------------------------------------------
As previously reported, Farmland Dairies LLC, a Parmalat USA
Corporation debtor-affiliate, needs to obtain a working capital
credit facility which will provide the necessary financing to
repay its DIP facility, to fund certain payments under the
confirmed Plan of Reorganization, and to operate its business
after the effective date of the Plan.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that under the Plan, Farmland's exit financing will
consist of two facilities:

   -- a "Junior Secured Exit Facility," and

   -- a "Senior Secured Exit Facility."

Farmland and General Electric Capital Corporation have executed a
commitment letter with respect to the Junior Secured Exit
Facility, and they are in the process of formalizing the
negotiated terms into a final loan document.

In connection with Farmland's efforts to secure Exit Financing,
its investment banker, Lazard Freres and Co. LLC, prepared and
delivered to a number of potential lenders an informational
memorandum, related diligence materials, and requests for
proposals regarding the Senior Secured Exit Facility portion of
the Exit Financing.  After reviewing the initial proposals
submitted by several potential lenders, Farmland pursued further
discussions with three potential lenders interested in providing
the Senior Secured Exit Facility whose proposals were among the
more favorable for Farmland's needs.  The Potential Lenders each
performed due diligence in connection with making a proposal for
a potential Senior Secured Exit Facility.

Subsequent to the negotiations, Farmland and Lazard ultimately
concluded, at the time, that Wachovia Investment Holdings, LLC
had offered the most favorable terms for the Senior Secured Exit
Facility.  On December 4, 2004, Farmland executed Wachovia's
revised proposal letter and paid Wachovia $75,000 for Wachovia's
performance of due diligence.

Wachovia and Farmland reached a substantial agreement on a
commitment letter pursuant to which Wachovia was to provide
Farmland with the Senior Secured Exit Facility.  Under the
proposed Wachovia Commitment Letter, Wachovia was to provide a
secured revolving loan facility, including a letter of credit
sub-facility, and a term loan facility of up to an aggregate of
$55,000,000.  In connection with the Wachovia Commitment Letter,
Farmland agreed to pay Wachovia a $100,000 commitment fee and a
$75,000 additional deposit for fees and expenses.

The Court had also previously authorized Farmland to enter into
the Wachovia Commitment Letter and pay the Wachovia Commitment
Fee.  Farmland executed the Wachovia Commitment Letter and paid
Wachovia the agreed commitment amount.

Subsequent to Farmland's selection of Wachovia, LaSalle Business
Credit, LLC, one of the initial Potential Lenders, approached
Farmland with a proposal to provide the Senior Secured Exit
Facility on more favorable terms than LaSalle's initial proposal.  
According to Mr. Holtzer, Farmland continued to negotiate with
LaSalle and the negotiations ultimately resulted in a proposal
for the Senior Secured Exit Facility with significantly better
terms than those negotiated with Wachovia, taking into account
the additional costs and fees attendant to entering into the
proposed credit facility with LaSalle.

On March 2, 2005, Farmland executed a proposal letter with
LaSalle and, to date, has paid LaSalle an aggregate of $150,000
as Diligence Deposit as previously authorized by the Court.
Farmland and LaSalle subsequently negotiated and entered into a
commitment letter pursuant to which LaSalle will provide Farmland
with a Senior Secured Exit Facility up to an aggregate of
$61,000,000 through these credit facilities:

   * a $35,000,000 revolving line of credit facility, including a
     letter of credit sub-facility; and

   * $26,000,000 consisting of various term loans.

                    LaSalle Has Superior Offer

Although Farmland initially received the best proposal from
Wachovia, the terms proposed by LaSalle are superior and more
beneficial than the terms otherwise offered by Wachovia, Mr.
Holtzer says, because LaSalle:

   -- offers a facility that is $6,000,000 larger and provides
      for greater than $10,000,000 more in availability;

   -- has a $1,000,000 smaller availability block;

   -- requires $6,000,000 less in borrowing availability at
      closing;

   -- charges less for letters of credit;

   -- requires $120,000 less a year in servicing fees; and

   -- has lower prepayment fees.

The LaSalle Commitment Letter contains these salient terms:

     Borrower:            Farmland Dairies, LLC

     Agent:               LaSalle Business Credit, LLC

     Lenders:             LaSalle and a syndicate of financial
                          institutions and other accredited
                          investors assembled by LaSalle.
  
     Maximum Credit:      $61,000,000

     Revolving Loan       Lenders commit to advance an amount up
     Facility:            to the lesser of $35,000,000 or the sum
                          of the listed sublimits described in
                          the LaSalle Commitment Letter.

     Term Loans:          The Lenders commit to advance these
                          additional amount on the closing date
                          or at other time as specified:

                          * Term Loans A and B -- Up to the
                            lesser of:

                            a. the sum of:

                               -- the lesser of:

                                  (A) 80% of the appraised
                                      orderly liquidation value
                                      of the Borrower's
                                      domestic machinery and
                                      equipment other than those
                                      located in Atlanta,
                                      Georgia, or any idle
                                      machinery and equipment; or

                                  (B) 100% of the forced
                                      liquidation value of
                                      domestic machinery and
                                      equipment at specified
                                      locations as identified in
                                      a schedule to the LaSalle
                                      Commitment Letter; and

                               -- 75% of the appraised fair
                                  market value of the Farmland's
                                  real estate as identified in
                                  the Commitment Letter; or

                            b. $16,000,000 allocated between Term
                               Loans A and B as determined by
                               LaSalle in its sole discretion;
                               plus

                          * Term Loan C -- $5,000,000 as a
                            special accommodation loan.

                          * Term Loan D -- In LaSalle's sole
                            discretion, up to $5,000,000 to be
                            used by the Borrower from time to
                            time for purposes to be agreed upon
                            between the parties in the final
                            documentation.

     Collateral:          A first priority lien on all of the
                          Borrower's assets.  However, the lien
                          on the Borrower's Atlanta Facility will
                          be released when Term Loan C is repaid
                          in full and the Term Loan C commitment
                          is terminated.

     Interest Rates:      * Revolving Credit Facility -- An
                            interest at the Borrower's option, at
                            either (i) the publicly announced
                            prime rate of LaSalle Bank Nation
                            Association or (ii) at the LIBOR Rate
                            plus the applicable amount set forth
                            in the pricing grid contained in the
                            LaSalle Commitment Letter.

                          * Term Loans A and B -- An interest
                            rate at the Borrower's option at
                            either (i) the Prima Rate plus 1.25%
                            of (ii) the LIBOR Rate plus 2.5%.

                          * Term Loans C and D -- An interest
                            rate at the Borrower's option at
                            either:

                            -- the Prime Rate plus 1.75%, or

                            -- the greater of (i) the LIBOR Rate
                               plus 3.00% or (ii) 5.00% per
                               annum.

     Letters of Credit:   The Lenders will cause the issuance of
                          and co-sign for, upon the Borrower's
                          request, commercial and standby letters
                          of credit, provided that the aggregate
                          undrawn face amount of these letters of
                          credit will not exceed the lesser of
                          Availability or $25,000,000, in the
                          aggregate.  The Borrower will pay the
                          issuer's normal charges for letters of
                          credit, and in addition, will pay the
                          Lenders an administrative charge equal
                          to 2% per annum payable on the
                          outstanding amount of the letters of
                          credit, which charges will be payable
                          monthly in arrears on each day that
                          interest is payable.  The Borrower's
                          contingent liability under the letters
                          of credit will automatically reduce,
                          dollar-for-dollar, the amount of
                          Revolving Loans which the Borrower may
                          borrow.

     Excess               The Borrower will, at the time of the
     Availability:        initial disbursement of the Loans, have
                          Availability plus cash and cash
                          equivalents in excess of $11,000,000.

     Good Faith Deposit:  The Borrower has remitted to LaSalle
                          $150,000 as an initial good faith
                          deposit.  At the Court's approval, the
                          Borrower will remit an additional
                          $125,000 deposit.  The good faith
                          deposits, less (i) LaSalle's charges
                          and expenses for its initial
                          examination of the Borrower's
                          Collateral, as well as the Borrower's
                          books and records and (ii) all other
                          out-of-pocket expenses will be refunded
                          to the Borrower at the time LaSalle
                          makes the initial disbursement of the
                          Loan or the termination of the LaSalle
                          Commitment Letter.

     LaSalle Commitment   The Borrower will pay LaSalle a
     Fee:                 $100,000 Commitment Fee, on the later
                          of (i) the execution of the LaSalle
                          Commitment Letter by both parties and
                          (ii) receipt of the Court's approval.
                          The Commitment Fee will be fully earned
                          and non-refundable when paid and will
                          be applied as a credit to the closing
                          fee at the closing date.

     Indemnification:     The Borrower will indemnify and hold
                          LaSalle harmless from and against any
                          loss, claim, liability or expense,
                          including reasonable outside attorney's
                          fees and legal expenses incurred in
                          connection with, arising out of, or in
                          any way related to the LaSalle
                          Commitment Letter or any of the
                          contemplated transactions, except to
                          the extent directly arising from the
                          gross negligence, willful or criminal
                          misconduct or an Indemnified Party as
                          determined pursuant to a final, non-
                          appealable order of a court of
                          competent jurisdiction.  The
                          Indemnified Parties will not, in any
                          case be liable for any special,
                          indirect or consequential damages in
                          respect of a breach of alleged breach
                          of any of LaSalle's or the Borrower's
                          obligation that might be deemed to
                          exist under the LaSalle Commitment
                          Letter.

Mr. Holtzer assures the Court that any additional fees and
expenses incurred as a consequence of moving the Senior Secured
Exit Facility to LaSalle and Farmland's proposed payment of the
LaSalle Commitment Fee will not impact the recovery to Farmland's
general unsecured creditors under the Plan.  Under these
circumstances, Farmland believes that incurring the LaSalle
Commitment Fee at this time is warranted and is a necessary step
in furtherance of procuring the Senior Secured Exit Facility.

Farmland sought and obtained the Court's authority to:

   (a) enter into the LaSalle Commitment Letter; and

   (b) pay LaSalle a good faith deposit for $125,000 and a
       commitment fee for $100,000.

Headquartered in Wallington, New Jersey, Parmalat U.S.A.
Corporation -- http://www.parmalatusa.com/-- generates more
than EUR7 billion in annual revenue.  The Parmalat Group's 40-
some brand product line includes milk, yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.  The company employs over 36,000
workers in 139 plants located in 31 countries on six continents.
It filed for chapter 11 protection on February 24, 2004 (Bankr.
S.D.N.Y. Case No. 04-11139).  Gary Holtzer, Esq., and Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP represent the
Debtors in their restructuring efforts.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than $200
million in assets and debts.  The Bankruptcy Court confirmed the
U.S. Debtors' Plan of Reorganization on March 7, 2005.  (Parmalat
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


PENN ENGINEERING: Moody's Junks Senior Unsecured Issuer Rating
--------------------------------------------------------------
Moody's assigned a B2 rating to the proposed new first lien senior
secured bank credit facilities for Penn Engineering &
Manufacturing and a B3 rating to the company's second lien term
loan.  The ratings consider the company's significant leverage,
small size relative to its debt levels, and execution risk related
to new management initiatives.  This is the first time rating of
Penn by Moody's.  The ratings reflect the company's strong market
position, highly integrated contribution to its clients'
manufacturing process and expectation for meaningful de-leveraging
over the next eighteen months.  The stable rating outlook reflects
expectations for stable operating and financial performance.

Moody's has assigned these ratings to Penn:

   * $20 million senior secured revolving credit facility, due
     2010, rated B2;

   * $155 million senior secured first lien term loan, due 2011,       
     rated B2;

   * $60 million senior secured second lien term loan, due 2012,
     rated B3;

   * Senior Implied, rated at B2; and

   * Senior Unsecured Issuer Rating, Caa1.

The ratings outlook is stable.

The ratings are subject to final documentation that is consistent
with the Moody's understanding of the transaction.

Proceeds from the facilities, along with $115 million of equity
from Tinicum Capital Partners II L.P., will finance the
acquisition of Penn for total purchase price of $330.5 million,
which represents a purchase multiple of approximately 8 times
EBITDA.  The $20 million senior secured revolver is expected to be
unused at closing and is expected to remain largely unused
throughout the year.

The ratings are constrained by the company's high leverage and
execution risk related to its de-leveraging strategy.  Moody's
expects Penn to finance its de-leveraging through cash flow
generation, expense reduction, efficiency gains, as well as
through the sale of non-core and redundant assets.  Additionally,
senior management, while highly experienced, will be relatively
new to the company's day-to-day operations.  Consistent trends for
US manufacturers to move operations overseas may place pressure on
Penn to invest in new facilities overseas or lose additional
customers.  Penn is currently pursuing an Asian investment
strategy.

The ratings benefit from expectations for positive, although slow,
revenue growth.  Furthermore, the company's fasteners are used by
manufacturers as an integral part of the manufacturing process.
If its fasteners were not available, its customers would need to
find an alternative supplier or an alternative products.  The
difficulty (time and effort) its customers would experience in
replacing the company's products in their manufacturing process
suggests an above average customer retention opportunity.  

Although the timeframe for cost cutting and asset sales is
unclear, there is a clear commitment to de-leveraging as evidenced
by the company's covenants that call for significant de-leveraging
(step-downs) over the next couple of years.

The B2 rating on the $175 million senior secured first lien credit
facilities will be unconditionally guaranteed by the parent and by
each of the existing and future domestic subsidiary of the
company.  The facilities will be secured by a first priority
pledge of all the capital stock (65% in the case of a foreign
subsidiary) and substantially all tangible and intangible assets
of the parent, the company and each existing and subsidiary
guarantor.  The $20 million revolver will be used solely to fund
the company's working capital needs.  The $155 million term loan
will amortize in equal quarterly installments at an annual rate of
1% per year. Proceeds from the asset sales are first applied to
the repayment of the first lien term loan.

The facilities will include an acquisition basket not to exceed
$7.5 million over the life of the first lien.  The facilities will
include an excess cash flow sweep.  The first lien facilities are
not notched from the senior implied rating because of the
facilities size when compared to the company's assets.  For fiscal
year 2004, plant property and equipment totaled $85 million,
accounts receivable were $37 million while inventory was
$47 million.

The B3 rating on the $60 million senior secured second lien term
loan primarily reflects expectations that the anticipated
prepayment of the first lien facility will result in improved
asset coverage for the second lien.  The second lien will
similarly be unconditionally guaranteed by the parent and by each
of the existing and future domestic subsidiary of the company.
The second lien facility is to be secured by all the assets of the
parent, the company and each subsidiary guarantor that constitute
the collateral under the first lien senior facilities.  The second
lien facility will not be subject to interim scheduled
amortization.  The second lien is also to include an acquisition
basket not to exceed $7.5 million over the life of the assets.
This restriction makes it clear that acquisitions are not expected
to be an integral part of the company's strategy.

Penn Engineering's covenants are expected to be comprised of a
first lien leverage covenant, a total leverage covenant, an
interest coverage covenant and a fixed charge covenant.  Moody's
expects the company to be in compliance for at least the next
twelve months.  Moody's notes that changes in documentation,
structure, or operating performance from what has been relied
upon, may have yielded a different ratings outcome.

The stable outlook reflects Penn's customer's reliance on high
quality fasteners and the company's strong market position.  
The outlook also reflects the expectation for an increased focus
on cost cutting.  The ratings could improve if the company were to
reduce its leverage to under 4 times debt to EBITDA and improve
its competitive position through increased participation in areas
of the world where its customers have chosen to invest in, such as
China and India.  The ratings could deteriorate if the company's
international strategy was executed poorly or if it did not report
significant progress in its de-leveraging strategy over the next
eighteen months.

Moody's expects EBITDA to cash interest for 2005 to be over 2.8
times, while its total debt to EBITDA is expected to be close to
3.5 times.  For the fiscal 2005, Moody's expects Penn's free cash
flow to be above $15 million.

Penn Engineering and Manufacturing, headquartered in Danboro,
Pennsylvania, is a leading manufacturer and distributor of
fasteners and fractional horsepower motors.  The company generated
revenues of $243 million in 2004.


PHYSIOMETRIX INC: Insufficient Cash Triggers Going Concern Doubt
----------------------------------------------------------------
Physiometrix, Inc.'s (Nasdaq: PHYX) auditors, Ernst & Young LLP,
raised substantial doubts about the Company's ability to continue
as a going concern.  The uncertainty described in Physiometrix's
Form 10-K filed with the Securities and Exchange Commission was
based on the company's cash balance as of December 31, 2004, which
was not sufficient to fund projected operations over the next year
and does not take into account any potential future cash inflows.  

"Our principal source of liquidity at December 31, 2004 consisted
of cash, cash equivalents and short-term investments, which
aggregated $2.6 million," the Company said in its regulatory
filing.  "We anticipate that our existing cash, cash equivalents,
and short-term investments will be sufficient to conduct
operations only until the beginning of the third quarter of 2005,
at which time we will be unable to meet our working capital
requirements."

                       Bankruptcy Warning
  
The Company said it is currently engaged in negotiations and
discussions with potential sources of new capital.

"If additional amounts cannot be raised and we are unable to
substantially reduce our expenses," the Company continued, "we
would suffer material adverse consequences to our business,
financial condition and results of operations and would likely be
required to seek other alternatives up to and including the sale
of our technology, filing for protection under the United States
bankruptcy laws or cessation of operations."

                        About the Company

Physiometrix Inc. -- http://www.physiometrix.com/-- designs,  
manufactures and markets noninvasive medical products -- based on
novel gel materials, sophisticated signal-processing electronics
technologies, and proprietary software -- for use in anesthesia-
monitoring during surgical procedures.  


PRESIDENTIAL LIFE: S&P Puts Ratings on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' counterparty
credit rating on Presidential Life Corp. (NASDAQ:PLFE;
Presidential) on CreditWatch with negative implications.

Standard & Poor's also said that it placed its 'BB+' counterparty
credit and financial strength ratings on Presidential Life
Insurance Co. on CreditWatch negative.

These rating actions follow the release of the company's 10-K
yesterday, which had been delayed for two weeks as a result of
recently announced accounting errors.  "The ratings are on
CreditWatch negative to reflect our growing concern about the
company's aggressive investment strategy, poor risk management,
and weak capital adequacy," said Standard & Poor's credit analyst
Jeff Watson.  "In addition, management has identified a material
weakness related to recent accounting restatements associated with
certain investments."

On Feb. 17, 2005, Presidential disclosed improper accounting
treatment for some of its principal-protected notes, which led to
a negative $69 million statutory loss (net of pretax income
offsets) and wiped out about 25% of total capital.  This follows
three years of significant investment write-downs, capped by
losses totaling 3.7% of invested assets and 45% of capital in
2002.

The recent accounting restatement and material weakness highlight
Standard & Poor's concern that Presidential's capital adequacy and
risk management might not be sufficient to support its investment
profile at the current rating level.  "The CreditWatch status of
the ratings will be resolved over the next four to five weeks
following a full review of the insurance operations and
discussions with senior management," Mr. Watson added.  "The
ratings are not expected to fall by more than two notches."


PROVINCE HEALTHCARE: Noteholders Consent to Merger Amendments
-------------------------------------------------------------
Province Healthcare Company (NYSE: PRV) received the requisite
consents and tenders from holders of its 7-1/2% Senior
Subordinated Notes due 2013 to eliminate substantially all of the
restrictive covenants and to significantly amend the merger
covenant and certain events of default and related provisions
contained in the indenture governing the Notes.

On March 18, 2005, Province Healthcare, in connection with its
previously announced business combination with LifePoint
Hospitals, Inc. (Nasdaq: LPNT) into a newly formed company,
commenced a cash tender offer and consent solicitation for any and
all of its $200,000,000 outstanding principal amount of the Notes.  
The consent solicitation expired at 12:00 midnight, New York City
time, on Thursday, March 31, 2005.  Prior to expiration of the
consent solicitation, holders of approximately 96.9% of the
outstanding principal amount of the Notes had tendered their Notes
and consented to the Proposed Amendments.  These consents and
tenders may not be validly withdrawn unless Province Healthcare
makes a material change in the terms of the tender offer.  The
tender offer is scheduled to expire at 12:00 midnight, New York
City time, on April 15, 2005, unless extended or earlier
terminated.

Province Healthcare intends to enter into a supplemental indenture
to effect the Proposed Amendments described in the Offer to
Purchase and Consent Solicitation Statement, dated March 18, 2005.  
The Proposed Amendments will not become operative, however, unless
and until the Notes tendered by the consenting holders are
accepted for purchase pursuant to the terms of the tender offer.
Once the Proposed Amendments become operative, they will be
binding upon the holders of the Notes not purchased in the offer.

The obligations of Province Healthcare to accept for purchase and
pay for the Notes in the tender offer is conditioned on, among
other things, the satisfaction or waiver of all conditions
precedent to the consummation of the Proposed Transaction, as
described in more detail in the Offer to Purchase and Consent
Solicitation Statement.

This announcement is not an offer to purchase, nor a solicitation
of an offer to purchase, nor a solicitation of tenders or consents
with respect to, any Notes.  The tender offer and consent
solicitation are being made solely pursuant to the Offer to
Purchase and Consent Solicitation Statement and related Consent
and Letter of Transmittal.

Province Healthcare has retained Citigroup Global Markets Inc. to
serve as the dealer manager and solicitation agent for the tender
offer and the consent solicitation.  Questions regarding the
tender offer and consent solicitation or requests for documents
may be directed to Citigroup Global Markets Inc., Liability
Management Group, at (800) 558-3745 (U.S. toll free) and (212)
723-6106 (collect) or Global Bondholder Services Corporation, the
Information Agent, at (866) 804-2200 (U.S. toll-free) and (212)
430-3774 (collect).

                          About LifePoint

LifePoint Hospitals, Inc. operates 30 hospitals in non-urban
communities. For the twelve months ended June 30, 2004, LifePoint
reported revenues of approximately $968 million.

                     About Province Healthcare

Province Healthcare is a provider of health care services in
attractive non-urban markets in the United States. The Company
owns or leases 20 general acute care hospitals in 12 states with a
total of 2,486 licensed beds. For the twelve months ended June 30,
2004, Province reported total revenues of approximately $780
million.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2004,
Moody's Investors Service placed the ratings of LifePoint
Hospitals, Inc., LifePoint Hospital Holdings, Inc., and Province
Healthcare Company on review for possible downgrade.  The rating
action follows the announcement by LifePoint that it has entered
into an agreement to purchase Province in a transaction valued at
approximately $1.7 billion including the assumption of Province's
debt by LifePoint.  The ratings placed on review for possible
downgrade are:

    LifePoint Hospitals, Inc. (parent)

       -- Ba3 senior implied rating

       -- B2 senior unsecured issuer rating

       -- $250 million 4.5% convertible subordinated notes due
          2009, rated B3

    LifePoint Hospital Holdings, Inc. (operating company)

       -- $200 million senior secured revolving credit facility
          due 2006, rated Ba2

    Province Healthcare Company

       -- Ba3 senior implied rating

       -- $210 million senior secured revolving credit facility
          due 2006, rated Ba3

       -- B2 senior unsecured issuer rating

       -- $200 million senior subordinated notes due 2013,
          rated B3

       -- $172.5 million convertible subordinated notes due 2008,
          rated B3


SALEM COMMS: Appoints Joe Davis as Chief Operating Officer
----------------------------------------------------------
Salem Communications Corporation (Nasdaq:SALM), the leading radio
broadcaster focused on Christian and family themed programming,
disclosed the appointment of Joe D. Davis to executive vice
president and chief operating officer of the company, effective
immediately.  Mr. Davis has been executive vice president of radio
for the company since 2003.  Mr. Davis' new duties will include
day-to-day operational oversight of all of Salem Communication's
lines of business including radio broadcasting, news, music and
talk programming, network syndication, and non-broadcast
activities that include Salem Publishing and Salem Web Network.  
Mr. Davis will continue to report directly to Edward G. Atsinger
III, president and chief executive officer.

Edward G. Atsinger III commented, "Joe has successfully championed
our efforts to expand our national footprint in radio and develop
our strategic formats, most recently in Contemporary Christian
Music and in News Talk.  Over the 15 years that I have known Joe,
I have developed a tremendous regard for his ability to execute
the strategies of the company, his performance in the face of
tremendous challenges, and the strength of his character.  His
leadership will prove extremely valuable as we continue to grow
Salem as a company that creates and distributes programming and
content that is consistent with Christian and heartland values."

"I am honored by this appointment, humbled by its scope and
energized by the opportunities for growth and impact across all of
our platforms," said Mr. Davis.  "There is a large and growing
audience interested in the kind of content that we develop and
distribute. We will work diligently to continue to deliver on our
mission with excellence and integrity."

Joe Davis began his career with Salem Communications in 1989 as
general manager of WMCA-AM, New York, and in 1994, also became
general manager of WWDJ-AM, New York.  He was appointed vice
president operations in 1996, and was promoted to senior vice
president in 2000.  The next year he was named executive vice
president, operations and was promoted to head of radio in 2003.

Mr. Davis served as president of Davis Eaton Corporation in
Phoenix, Arizona, president of Vintage Advertising Agency and as
vice president and executive director of the Christian Fund for
the Disabled.  He has been involved professionally in various
aspects of broadcasting since 1967.

Mr. Davis is married to the former Carolyn Bradley, and they have
four adult children and six grandchildren.  He and his family will
relocate to the corporate office in California from the current
East Coast office in New Jersey.

Salem Communications Corporation (Nasdaq:SALM) (B+/Stable/) --
http://www.salem.cc/-- headquartered in Camarillo, Calif., is the  
leading U.S. radio broadcaster focused on Christian and family
themes programming.  Upon the close of all announced transactions,
the company will own 105 radio stations, including 68 stations in
24 of the top 25 markets.  In addition to its radio properties,
Salem owns Salem Radio Network(R), which syndicates talk, news and
music programming to more than 1,900 affiliates; Salem Radio
Representatives(TM), a national sales force; Salem Web
Network(TM), the leading Internet provider of Christian content
and online streaming; and Salem Publishing(TM), a leading
publisher of Christian themed magazines.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2004,
Moody's Investors Service upgraded the long-term debt ratings for
Salem Communications Holding Corporation.  The upgrades are driven
mostly by improvements at development-stage stations, better than
expected financial performance in 2004, the company's willingness
to issue equity to reduce total debt and the subsequent balance
sheet de-leveraging.  The outlook is stable.

Moody's upgraded these ratings:

   * $94 million 9% senior subordinated notes due 2011 upgraded to
     B2 from B3, and

   * $100 million 7.75% senior subordinated notes due 2010
     upgraded to B2 from B3.

Moody's assigned these ratings:

   * assigned a Ba3 senior implied rating, and
   * assigned a B1 senior unsecured issuer rating.

Moody's withdrew the former senior implied rating and issuer
rating for Salem Communications Corporation (the Parent) and
upgraded and reassigned them to Salem Communications Holding
Corporation.

Moody's said the rating outlook is stable.


SALOMON BROTHERS: S&P Downgrades Ratings on Four Class Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
C, D, E-NM, and F-NM of Salomon Brothers Mortgage Securities VII
Inc.'s series 2001-CDC and removed them from Credit Watch
negative.  At the same time, the ratings on classes B, E-DS, F-DS
and X-3B-DS are affirmed.

The downgrades reflect the loss of the major tenant of the office
building that secures the 74 New Montgomery loan, one of the two
remaining loans in this mortgage pool, which has a current in-
trust mortgage loan balance of $18.8 million.  The major tenant at
74 New Montgomery Street, which occupies 64% of this 119,481-
square-foot office building in downtown San Francisco, is
vacating.  The borrower has decided to convert the building to
residential condominiums.  Conversations with the special
servicer, Midland Loan Services Inc., indicated that payoff of the
subject loan will be dependent upon the obtainment of construction
and permanent financing for the conversion later this year.

Standard & Poor's placed its ratings on classes C, D, E-NM and
F-NM on CreditWatch with negative implications in December 2004
pending resolution of the lease renewal of the major tenant at 74
New Montgomery Street.

The other loan in this pool, with a current in-trust mortgage loan
balance of $60.4 million, is known as the DIVCO-SVP loan, and is
secured by seven office buildings totaling 456,556 square feet in
Santa Clara, Calif.  Net cash flow for the year ended Dec. 31,
2003 for this collateral was 43% lower than at issuance.  A
forbearance and loan modification agreement was executed which, in
effect, extended the loan through Dec. 11, 2005 after a one-time
principal reduction of $3.8 million in April 2004.  The loan,
while current, remains in special servicing for monitoring and
processing of draw requests relating to the use of reserves to
fund tenant improvements for the vacant space in two of the seven
buildings.
   

            Ratings Lowered and Off Creditwatch Negative
   
            Salomon Brothers Mortgage Securities VII Inc.
         Commercial mortgage pass-thru certs series 2001-CDC
   
                                   Rating
                         Class    To     From
                         -----    --     ----
                         C        BB-    BBB-/Watch Neg
                         D        B+     BBB-/Watch Neg
                         E-NM     B      BB/Watch Neg
                         F-NM     B-     BB-/Watch Neg
   
                           Ratings Affirmed
   
            Salomon Brothers Mortgage Securities VII Inc.
         Commercial mortgage pass-thru certs series 2001-CDC
   
                           Class     Rating
                           -----     ------
                           B         AAA
                           E-DS      B+
                           F-DS      B
                           X-3B-DS   AAA


SEARS HOLDINGS: Inks Employment Agreement with Aylwin Lewis
-----------------------------------------------------------
Sears Holdings Corporation entered into a five-year Amended and
Restated Employment Agreement with Aylwin Lewis on March 24,
2005.  Under the Agreement, Mr. Lewis will serve as:

    -- President of Sears Holdings;

    -- Chief Executive Officer and President of Kmart Holding
       Corporation; and

    -- Chief Executive Officer of Sears Retail.

Mr. Lewis was also appointed to the Board of Directors of Sears
Holdings.  The Lewis Agreement supersedes and replaces Mr. Lewis'
prior employment agreement with Kmart Management Corporation.

Mr. Lewis will receive an annual salary of not less than
$1,000,000, an annual bonus opportunity with a target amount equal
to his annual salary, relocation benefits, and other employee
benefits and perquisites made available generally to Kmart's other
senior executives or, in Sears Holdings' discretion, Sears
Holdings' senior executives or its employees generally.

Mr. Lewis will be deemed to be constructively terminated if:

   (a) neither Edward Lampert, Sears Holdings' Chairman or Mr.
       Lewis becomes the Chief Executive Officer of Sears
       Holdings; or

   (b) Alan Lacy is no longer Chief Executive Officer of Sears
       Holdings.

In this event, Mr. Lewis will receive his salary and continued
welfare benefits for the lesser of three years or the remaining
term of the Lewis Agreement, but not less than 12 months, and a
pro-rata portion of the annual bonus for the year of termination.

A full-text copy of the Lewis Agreement is available free of
charge at:

    http://www.sec.gov/Archives/edgar/data/1310067/000095012305003833/y07301aexv10w1.htm

Pursuant to Mr. Lewis' Nonqualified Stock Option Agreement and
Restricted Shares Agreement with Kmart, dated as of October 18,
2004, Mr. Lewis was granted options to acquire 150,000 shares of
Kmart common stock with an exercise price equal to $88.6150, and
50,781 restricted shares of Kmart common stock.  These options and
restricted shares vest in four installments on the last day of
fiscal years 2005 through 2008, subject to Mr. Lewis' continued
employment and, in the case of the restricted stock, to a
performance condition.

If Mr. Lewis' employment is terminated without cause or as a
result of constructive termination, these restricted shares will
vest in full and options that would have vested within 12 months
of the date of termination will vest, and all vested options will
remain exercisable for two years.  These restricted shares also
vest in full upon his death or disability.

Pursuant to Mr. Lewis' Restricted Share Agreement that he executed
with Kmart on March 24, 2005, immediately after the close of the
Kmart stockholder meeting held on that date, Mr. Lewis was also
granted an additional 8,011 restricted shares of Kmart common
stock.  These additional restricted shares vest in three
installments on the last day of fiscal years 2005 through 2007,
subject to his continued employment and to a performance
condition.  These restricted shares vest in full upon his death or
disability.

A full-text copy of Mr. Lewis' Restricted Share Agreement with
Kmart is available at no charge at:

   http://www.sec.gov/Archives/edgar/data/1310067/000095012305003590/y06960exv4w6.htm

The grants of options, restricted shares, and the additional
restricted shares, were subject to receiving the approval of the
Kmart stockholders on March 24, 2005, which was obtained.

As a result of the consummation of the Mergers, these options and
restricted shares were exchanged for restricted shares and options
of Sears Holdings on a one-for-one basis and are subject to the
same vesting and restrictions.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 92; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


SHC INC: Administrator Has Until May 23 to File Notices of Removal
------------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave Walker
Truesdell & Associates, Inc., and Carrol Services, LLC, an
extension to file notices of removal of related proceedings
involving the estate of SHC, Inc., and its debtor-affiliates,
until the later of:

   -- May 23, 2005, or

   -- 30 days after the entry of an order terminating the
      automatic stay with respect to the particular action sought
      to be removed.

Walker Truesdell is the Plan Administrator appointed pursuant to
the Debtors' Confirmed Plan.  Carrol Services serves as the
Liquidation Trustee pursuant to the terms of the Plan.  The
Court confirmed the Debtors' Amended Joint Liquidating Plan of
Reorganization on July 7, 2004, and the Plan took effect on
Aug. 2, 2004.

Walker Truesdell and Carrol Services relate that the Post-
Confirmation Debtors are parties to various State Court Actions.

According to Walker Truesdell and Carrol Services, they have not
had sufficient time to investigate and fully evaluate all the
State Court Actions to determine whether removal is appropriate
because they were busy with the process of reviewing and objecting
to claims related to the State Court Actions.  The extension will
give them an opportunity to make fully informed decisions
concerning removal of any State Court Action.  The extension will
also assure the Post-Confirmation Debtors that they do not forfeit
valuable rights under Section 1452(a) of the Judiciary Procedures
Code.  Adversaries to the state court actions will not be
prejudiced by the extension, Walker Truesdell and Carrol Services
assure the Court.

SHC, Inc., headquartered in Chicopee, Massachusetts, is a
manufacturer of golf balls and clubs and other sporting goods.  
The Company and its debtor-affiliates filed for chapter 11
protection on June 30, 2003 (Bankr. Del. Case No. 03-12002).  
Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors.  The Court confirmed the Debtors' Joint
Plan on July 7, 2004, and the Plan became effective on Aug. 2,
2004.  When the Debtors filed for chapter 11 protection, they
listed estimated assets of more than $50,000 and estimated debts
of more than $100 million.


SPIEGEL INC: Court Sets Plan Voting Deadline for May 13
-------------------------------------------------------
The Hon. Cornelius Blackshear of the U.S. Bankruptcy Court for the
Southern District of New York established March 29, 2005, as the
record date for purposes of determining which creditors are
entitled to vote on Spiegel, Inc., and its debtor-affiliates' Plan
of Reorganization.

Judge Blackshear directs all Ballots to be properly completed,
executed and transmitted in accordance with the agreed
requirements to Bankruptcy Services, LLC, so as to be actually
received no later than 4:00 p.m. on May 13, 2005.

As reported in the Troubled Company Reporter on March 21, 2005,
the Debtors will solicit votes from General Unsecured Claim
Holders in Class 4 and Convenience Claim Holders in Class 5.
Claims in Class 1 (Groveport Secured Claims), Class 2 (Other
Secured Claims) and Class 3 (Non-Tax Priority Claims) are
designated as unimpaired classes and, therefore, are conclusively
presumed to accept the Plan.  Equity interests in Class 6 are not
receiving distributions under the Plan and, thus, are
conclusively presumed to reject the Plan.

The Debtors have established standards and protocols for the
voting and tabulation of the Ballots:

   (1) Ballots voting to accept or reject the Plan must be
       "actually received" by Bankruptcy Services on or before
       the Voting Deadline.  The Ballots may be transmitted to
       Bankruptcy Services through:

       * mail by returning an original executed ballot to:

         Bankruptcy Services, LLC
         757 Third Avenue, 3rd Floor
         New York, New York 10017
         Attn: Spiegel, Inc., Balloting

       * a facsimile copy of an executed ballot which is faxed to
         (646) 282-2501 and received prior to the Voting Deadline
         will be effective as delivery of a manually executed
         ballot; or

       * a scanned copy of an executed ballot, saved in portable
         document format and attached to an e-mail that is sent
         to spiegelvote@bsillc.com

       Any Ballot actually received after the Voting Deadline
       will not be counted unless the Debtors will have granted
       in writing an extension of the Voting Deadline with
       respect to that Ballot.

   (2) If a holder of a claim submits more than one Ballot with
       respect to the same claim prior to the Voting Deadline,
       only the first Ballot actually received by BSI will count
       unless the Court orders that the holder has sufficient
       cause within the meaning of the Bankruptcy Rule 3018(a) to
       submit, or the Debtors consent to the submission of, a
       superseding Ballot.

   (3) If a claim holder casts simultaneous duplicative Ballots
       voted inconsistently, then those Ballots will be counted
       as one vote accepting the Plan.

   (4) The authority of the signatory of each Ballot to complete
       and execute that Ballot will be presumed.

   (5) Any Ballot that is not signed, is illegible or contains
       insufficient information to permit the identification of
       the claimant will not be counted.

   (6) Ballots transmitted electronically will be counted,
       provided that their requirements are fully complied with.

   (7) Ballots transmitted by facsimile will be counted.

   (8) A claimholder must vote the entire claim within one
       particular class under the Plan either to accept or reject
       the Plan, and may not split its vote with respect to the
       claim between more than one class, whether or not those
       claims are asserted against the same or multiple Debtors.
       Accordingly, a Ballot that partially rejects and partially
       accepts the Plan, or that indicates both a vote for and
       against the Plan, will be counted as one vote accepting
       the Plan.

   (9) Any Ballot that is timely received and duly executed but
       does not indicate whether the holder of the relevant claim
       is voting to accept or reject the Plan will be counted as
       a vote accepting the Plan.

  (10) Any Ballot cast by a person or entity that does not hold a
       claim in a class that is entitled to vote to accept or
       reject the Plan will not be counted.  Any Ballot cast for
       a claim scheduled as unliquidated, contingent, or disputed
       for which no proof of claim was timely filed will not be
       counted.

If any creditor seeks to challenge the allowance of its claim to
vote on the Plan, that creditor must file a motion for an order
pursuant to Bankruptcy Rule 3018(a) temporarily allowing its claim
in a different amount for voting purposes.  A Creditor's Voting
Motion must be filed 10 days after the later of the date of
service of the Confirmation Hearing Notice and the date of service
of notice of an objection, if any, to that claim.

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 INC: Expects to Finalize Debt Facility Early This Month
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Spiegel, Inc., and its debtor-affiliates permission to enter
into and perform under certain Work Fee Letters so that
prospective lenders may commence the due diligence process
necessary for the Debtors to obtain the Senior Debt Facility
contemplated by the Plan.

The Debtors disclose in recent filings with the Court that they
anticipate that a commitment letter for the Senior Debt Facility
will be finalized in early April 2005.

                        Work Fee Letters

The Prospective Lenders are willing to perform due diligence
under the terms and conditions of certain work fee letters.

Each of the Work Fee Letters provide:

    (i) that each Prospective Lender will be paid a $100,000 work
        fee; and

   (ii) for the indemnification of each Prospective Lender in
        connection with the engagement.

The Work Fee will be used for reasonable out-of-pocket expenses.
The Work Fee balance will be credited against closing fees in the
event that the Debtors select the Prospective Lender as the
underwriter or arranger under the Senior Debt Facility.

Miller Buckfire advised the Debtors that the terms of the Work
Fee Letters are typical for transactions similar to the Senior
Debt Facility.

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.


STACCATO GOLD: Band-Ore Resources Terminates Shebandowan Agreement
------------------------------------------------------------------
Band-Ore Resources Ltd. (TSX:BAN) terminated the agreement with
Staccato Gold Resources Ltd. (TSX VENTURE:CAT) on 16 contiguous
patented mining claims and one mineral lease located in Conacher
Township within the Thunder Bay Mining Division of Northern
Ontario.  Staccato is in default regarding certain terms of the
agreement.

Assay results from the November, 2004 drilling program included
significant gold and zinc values.  Assay results of 4.65 g/t gold
and 7.5% zinc over 1.1 metres and 5.13 g/t gold over 1.5 metres
were intersected in drillhole SG 04-08.  A comprehensive review of
all data is required before determining the next exploration
programs on the property.

The Shebandowan property is located along the North Shore of
Shebandowan Lake, approximately two kilometres west of the village
of Shebandowan, and approximately 80 kilometres west of Thunder
Bay, Ontario.  The past producing Shebandowan Mine (Inco) is
located approximately 10 kilometres southwest of the property.  At
least two known gold mineralized zones occur on the property.

The Main (No. 1) Zone, discovered in 1937, consists of sheared and
altered porphyry with disseminated and stringer pyrite
mineralization.  Based on the drilling conducted during the period
1944 to 1947, Watts, Griffis and McQuat, in 1980, estimated a
reserve of approximately 706,000 tonnes grading 6.86 g/t gold
above the 500 foot level.  Mattagami Lake Explorations Limited (a
subsidiary of Noranda Mines Ltd.) optioned the property from Band-
Ore Resources in 1980 and over the next 10 years conducted
exploration programs, which consisted of I.P., Magnetic and VLF
surveys, detailed geological mapping and 9,346 metres (30,655
feet) of diamond drilling.  Erratic distrubition of gold
mineralization discouraged Noranda from completing further work on
the Main (No. 1) Zone.

The No. 4 Zone was discovered by Mattagami Lake Explorations in
1980 by routinely testing IP anomalies.  The No. 4 Zone lies in
the southern part of the property, 800 metres southwest of the
Main (No.1) Zone and is comprised of three sub-zones termed the
Telluride, Upper and Lower Zones, and consists of sheared and
altered felsic to intermediate pyroclastics.  Possible geological
reserves for these three zones were calculated by Mattagami to be
approximately 616,000 tonnes of 4.83 g/t gold and 7.71g/t silver.  
Subsequent drilling by Noranda from 1984 to 1990 in the No. 4 Zone
has reduced the possibility of western, eastern and depth
extensions of the No. 4 Zone.  A review of the data by Staccato
indicated there may be more potential for additional resources
than indicated by the Noranda drilling.

These resource estimates for the Main (No. 1) Zone and the No. 4
Zone do not follow the required disclosure for reserves and
resources as outlined in National Instrument 43-101 as they were
prepared in the 1980's prior to NI 43-101.  The historic resource
figures generated by Mattagami (Noranda) have not been redefined
to conform to the CIM approved standards as required in NI 43-101.  
The resource estimates have been obtained by sources believed
reliable and are relevant but cannot be verified.  No effort has
been made to refute or confirm these estimates and they can only
be described as historical estimates.


STEELCASE INC: Moody's Affirms Ba1 Sr. Implied & Unsec. Ratings
---------------------------------------------------------------
Moody's Investors Service has affirmed Steelcase Inc.'s Ba1 senior
implied and senior unsecured ratings and changed the ratings
outlook to stable from negative.  The change in the outlook is
based on the company's improved operating performance and its
positive effect on financial metrics, positive momentum in
transforming the company's business model, and a more favorable
outlook for capital spending among the company's largest customers
over the near-to-intermediate term.

Moody's Ba1 ratings for Steelcase reflect its widely recognized
brand name and reputation for quality office furnishings.
Steelcase remains the leading provider of office environments, an
industry with considerable barriers to entry.  The company has a
diversified installed customer base of major national and
multinational corporations that are likely to return to Steelcase
for future furnishing requirements for uniformity among their
corporate environments, especially given a significant reduction
in furniture spending in the 2000-2004 period.  Furthermore,
Moody's ratings are supported by the company's success with
realizing asset sale proceeds that were sufficient not only to
meet its ongoing cash requirements during the cyclical downturn,
but also to reduce debt and build cash and short-term investments
on its balance sheet, which now stands at almost $350 million.

The Ba1 ratings also incorporate Moody's concern over continued
pressure on the company's cost structure and working capital needs
due to high input costs for steel, fuel and petroleum derivatives,
a $40 million increase in variable compensation costs associated
with bonuses, and production disruptions associated with continued
restructurings and plant closings since the company has reduced
its manufacturing footprint 40% over the last 5 years.

The stable outlook is predicated on Moody's expectation the
company will continue to make progress in converting the company's
business strategy from a vertically-integrated, fixed-cost
manufacturing model to one that is more variable and competitive
in nature.  Moody's anticipates this will enable the company to
generate increased levels of gross profit, operating income and
cash flow, even during another cyclical downturn.  Moody's outlook
contemplates operating income margins above 5% and EBIT interest
coverage (excluding restructuring costs) above 1.5x, while
maintaining an average retained cash flow- and free cash flow-to-
adjusted total debt (adjusted to include under-funded pension
liabilities) of 20% and 7.5%, respectively.

Given the company's operating performance volatility as a result
of the economic cycle, as was evidenced by a considerable
deterioration in credit metrics during the challenging economic
environment from 2001-2003 and improvement during 2004 and so far
in 2005, Moody's believes the stable outlook will tolerate, for
any given year, some deviation from the average credit metrics
stated above.

Strategically, Moody's believes management's efforts, to date, and
commitments to continue lean manufacturing principles, which
includes outsourcing a greater percentage of component
manufacturing to lower-cost jurisdictions and reducing the North
American manufacturing footprint is critical for the company to
improve operating efficiency and remain competitive.  The
company's recent announcement that it intends to consolidate
manufacturing plants and reduce the workforce in the Grand Rapids
area is further evidence of the company's progression towards a
leaner cost base, resulting in a reduction of production space in
North America from 7.6 million square feet to 5 million without
limiting capacity given the greater reliance on component
suppliers.  Moody's recognizes that there continues to be
additional short-term economic costs associated with
restructurings and corresponding business disruptions, which
Moody's anticipates will total more than $200 million on a pre-tax
basis since fiscal 2002.  However, Moody's believes these costs
are necessary to improve long-term profitability.

Downward ratings pressure could occur if the company is unable to
maintain average credit metrics consistent with those listed
above, giving effect to cyclical operating performance volatility
and the company's prospects for recovering higher input costs
through high prices and planned surcharges in 2005 and 2006 and
smoothing variable compensation expenditures.  Longer-term,
downward pressure could occur should Steelcase not realize the
full benefits of its lower overhead cost structure, any
indications that the strengthening in the domestic contract
furnishings market will not materialize or begin to slow, or the
company's international markets, which account for 23% of total
revenues, contract sharply given continued economic weakness.

Conversely, upward pressure on the ratings could occur if
Steelcase's sustained, average retained cash flow- and free cash
flow-to-adjusted total debt were to improve to 25% and 10%,
respectively, average EBIT margins near to 8%, and EBIT interest
coverage above 5.0x.

Moody's believes Steelcase has a strong liquidity profile and
expects the company to generate approximately $30 million in free
cash flow in fiscal 2006 (ending February 24, 2006).  Steelcase
has approximately $350 million in cash and short-term investments
on the balance sheet and over $180 million in cash surrender value
of company-owned life insurance.  Moody's anticipates the company
will use cash on hand to retire a $47 million capital lease that
matures in May 2005, thereby reducing overall balance debt by
approximately 15%.  In addition, the company has a $250 million
unsecured credit facility due July 2006.  At February 25, 2005,
the credit facility was undrawn.  However, while the company
remains covenant compliant, the onerous leverage ratio covenant
limited actual availability to about $128 million as of
November 26, 2004.

Steelcase Inc., based in Grand Rapids, MI, is the world's largest
supplier of office furniture with fiscal 2005 (ending
February 25, 2005) revenue of $2.6 billion.


SYNTRON BIORESEARCH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Syntron Bioresearch, Inc.
        2774 Loker Avenue West
        Carlsbad, California 92008

Bankruptcy Case No.: 05-02757

Type of Business: The Debtor is a research, development and
                  manufacturing company specializing in advanced
                  rapid in vitro immunodiagnostic test systems.
                  The Debtor is also licensed as a Medical Device
                  Establishment.  See http://www.syntron.net/

Chapter 11 Petition Date: April 1, 2005

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Colin W. Wied, Esq.
                  C. W. Wied Professional Corporation
                  600 West Broadway, Suite 1510
                  San Diego, California 92101-8567
                  Tel: (619) 338-4030
                  Fax: (619) 338-4022

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
   ------                     ---------------       ------------
Morrison & Foerster           18.5% of                $3,391,631
3811 Valley Centre Dr.,       capital stock
#500 San Diego,
CA 921302332

Baker McKenzie                Litigation fee            $964,725
Ali Mojdehi, Esq.
101 West Broadway,
Suite 1200
San Diego, CA 92101

Venture LLC                                             $230,000
7348 Melodia Terrace
Carlsbad, CA 92009

Foley & Lardner               Patent fee                $141,116

Tianjin New Bay                                          $50,607
Bioresearch Co

Advanced Microdevices                                    $37,543
(PVT)Lt

Weber Marking                                            $30,366
Systems, Inc.

Perfect Mold, Inc.                                       $19,872

G & L Precision                                          $18,301
Die Cutting *

Campbell & Flores LLP                                    $13,200

Abbott Laboratories                                      $10,000

Pacific Plastics                                          $9,735

Regulatory Specialists Inc.                               $8,799

Arista Biologicals, Inc.                                  $7,800

Mcdermott, Will & Emery                                   $7,712

Sudchemie Performance                                     $7,521

The JG Plastics                                           $7,012
Group, Inc.

Spectrum                                                  $5,481

Richard M. Viscasillas,P.A                                $4,520

Sigma-Aldrich, Inc.                                       $3,281


TERPHANE HOLDING: Moody's Assigns Ba3 Rating to $30M Debt Add-On
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Terphane Holding
Corporation's $30 million add-on to its 12.5% fixed rated senior
secured notes, due 2009, and affirmed existing ratings.
Concurrently, Moody's changed the ratings outlook to negative from
stable reflecting concern about increased financial leverage
resulting from this proposed second decapitalization consisting of
an additional $26 million distribution to its investor group, led
by Rhone Capital I LLC (bringing the total dividend paid to
approximately $56 million in less than one year).  The negative
ratings outlook incorporates the aggressive posture of the
sponsors and the company's fiscal policies, notably given
Terphane's already fragile financial condition leaving it
vulnerable to potential economic downturn.

Despite more favorable macro-economic trends in Brazil (B1
sovereign rating) since the initiation of Terphane's ratings in
May 2004, the change in the ratings outlook to negative from
stable reflects the pro-forma incremental increase in financial
leverage with pro-forma debt to FYE December 31, 2004 EBIT
approaching 5 times (approximately 4 times EBITDA),
debt continuing to exceed net consolidated revenue of only
$75 million, and increased senior secured borrowings on collateral
not fully available to the bondholders (e.g. approximately $6
million in working capital loans plus approximately $24 million
pari passu borrowings for equipment financing in both the US and
Brazil).

Additionally, the negative ratings outlook reflects the
expectation of continued pressure on margins from rising input
costs, some pricing pressure, and competition throughout North
America.  The company is at an inflection point as it finishes the
ramp up of a major films line in Brazil.  Should the company
execute its stated strategy and exceed expectations consistently
throughout the next several quarters, specifically regarding free
cash flow generation and reduction in financial leverage, the
ratings outlook could be revised back to stable.

Moody's took the following actions:

   * Assigned B3 rating to the $30 million add-on 12.5% guaranteed
     fixed rate senior secured notes, due 2009;

   * Affirmed B3 rating for the existing $46.5 million existing
     12.5% guaranteed fixed rate senior secured notes, due 2009;

   * Affirmed B3 rating for the existing approximately $7 million
     guaranteed floating rate senior secured notes, due 2009;

   * Affirmed B3 senior implied rating;  and

   * Affirmed Caa2 senior unsecured issuer rating (non-guaranteed
     exposure).

The Speculative Grade Liquidity Rating of SGL-4 is affirmed and
the rationale is updated.

The ratings outlook changed to negative from stable.

Favorably incorporated into the affirmation of the ratings is
Terphane's solid performance throughout fiscal 2004 as the
company's results were in line with expectations despite
challenges from high raw material and other operating costs and
the ongoing ramp up of significant capital
projects.  Enterprise value appears to have remained consistent
with Moody's original expectations, thereby continuing to support
the B3 rating of the guaranteed senior secured notes, due 2009.

Moody's updated the rationale for Terphane's Speculative Grade
Liquidity rating of SGL-4 reflecting weak liquidity with minimal
external committed sources of liquidity (roughly $1 million
available under a $2 million secured financing intended for
equipment purchases).  Terphane has a secured $5 million export
receivables facility plus roughly $4 million remaining under its
additional indebtedness basket in the indenture.  Headroom under
the one financial covenant, minimum EBITDA of $20 million, is
expected to be adequate throughout the near term.  Unrestricted
average cash on hand is expected to remain modest (less than
$10 million) throughout the near term and net cash generated by
operations is expected to be slightly positive after working
capital.  All assets and stock are encumbered.

Through its operating subsidiaries, Terphane Corporation produces
and sells polyester film used in numerous packaging and industrial
applications.  The company states that it is the sole polyester
film producer in South America and has leading market share in the
thin polyester film market in Brazil and throughout South America.
The company also produces and sells film in North America.
Products are manufactured at facilities located in Bloomfield, New
York and in Cabo Pernambuco, Brazil.

For the fiscal year ended December 31, 2004, net revenue was
approximately $75 million.


TRUMP HOTELS: Files Third Amended Plan of Reorganization
--------------------------------------------------------
On March 30, 2005, Trump Hotels & Casino Resorts, Inc., and its
debtor-affiliates filed with the U.S. Bankruptcy Court for the
District of New Jersery their Third Amended Plan of
Reorganization.  Among others, the Third Amended Plan reflects the
settlement reached between the Debtors and the Official Committee
of Equity Security Holders.  Accordingly, the Third Amended Plan
lays claim not only the support of the Debtors, Donald J. Trump,
the TAC and TCH Noteholder Committees, but also that of the Equity
Committee.

The salient revisions included in the Third Amended Plan are:

A. World's Fair Site Sale

    The Debtors will sell the World's Fair Site in Atlantic City,
    pursuant to a motion under Section 363 of the Bankruptcy Code
    to be filed within 60 days after the Effective Date.  The
    World's Fair Site will be sold:

       -- according to procedures as are mutually agreed between
          the Debtors and the Equity Committee; and


       -- subject to a restriction to be set forth in the deed of
          the Worlds Fair Site, which prevents its purchaser or
          any successor, assign, lessee or occupant from
          developing or conducting any activities relating to
          owning, operating, managing or developing a casino or a
          similar facility.

    To the extent the Debtors employ a broker or auctioneer to
    conduct the sale, the broker or auctioneer will be:

       -- jointly selected by the Equity Committee and the
          Debtors;


       -- retained pursuant to Section 327 of the Bankruptcy Code;
          and

       -- paid its fees and costs from the World's Fair sale
          proceeds as World's Fair sale expenses.

B.  Class 11 Treatment

     In the event Class 11 votes to accept the Plan, each holder
     of an Allowed Class 11 Interest, on the Effective Date (or,
     in the case of the Worlds Fair Sale Proceeds, as soon as
     practicable), will:

        (i) to the extent the holder holds Old THCR Common Stock,
            retain its existing shares of Old THCR Common Stock,
            be subject to the Reverse Stock Split and dilution
            upon issuance of the New Common Stock;

       (ii) to the extent the holder held Old THCR Shares as of
            the New Class A Warrants Record Date, receive, on a
            pro rata basis:

               * a subset of the New Class A Warrants to acquire
                 up to an aggregate number of 2,207,260 shares of
                 New Common Stock at an exercise price of $14.60
                 per share of New Common Stock -- New Class 11
                 Class A Warrants;

               * the Worlds Fair Sale Proceeds; and

               * $17,500,000 in cash;

     (iii) to the extent the holder holds Old THCR Holdings LP
           Interests, retain its existing Old THCR Holdings LP
           Interests, subject to the terms of the New THCR
           Partnership Agreement; and

      (iv) to the extent the holder holds Old THCR Class B Common
           Stock, retain its existing shares of Old THCR Class B
           Common Stock, which will be reclassified on a one-to-
           one basis into shares of New Class B Common Stock.

C. New DJT Class A Warrants

    Mr. Trump would exchange his right to receive the World's Fair
    Site, for additional equity in the recapitalized company.  Mr.
    Trump will be issued a subset of the New Class A Warrants to
    acquire up to 1,217,933 shares of New Common Stock at an
    exercise price of $14.60 per share.

    The issuance of the New DJT Class A Warrants could bring Mr.
    Trump's stake to around 30% of the Debtors' fully diluted
    common stock.

D. Class 7 Claim and TCAP Claim


    Class 7 is a group of subclasses, each of which consists of
    the Allowed General Unsecured Claims against one of the
    Debtors.  Claims of participants in the Trump Capital
    Accumulation Plan based on breach of fiduciary duty will be
    treated as a disputed claim in the Class 7 subclass for the
    Debtor against which the TCAP Claim is asserted.

    Each holder of a Class 7 Claim that is entitled to receive
    interest accruing on or after the Petition Date with respect
    to the claim under applicable law will receive interest in an
    amount sufficient to render it unimpaired.


E. 12 Groups of Claims and Interests


    The Third Amended Plan now only groups claims and interests
    into 12 classes.  The group of claims and interest now exclude
    the Class 13 Claims -- Securities Claims Against THCR.


A full-text copy of the Third Amended Plan is available for free
at:

   http://www.thcrrecap.com/pdfs/901-100/03-30-05-901.pdf

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its  
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


UAL CORP: U.S. Bank Holds $35.6 Mil. Liquidated Aircraft Claims
---------------------------------------------------------------
On May 9, 2003, U.S. Bank, as Mortgagee, on behalf of V5U-737X2
LLC, as Lender, filed Claim Nos. 35497 and 35498 for two Boeing
737-322 Aircraft bearing Tail Nos. N366UA and N367UA.  The Claims
asserted unliquidated amounts of at least $24,175,902 each.

On May 12, 2003, Chuo Mitsui Trust & Banking Co., Ltd., filed
Claim Nos. 40300 and 40302, relating to the Aircraft, in
unliquidated amounts of at least $19,916,973 each.

On August 18, 2004, V5U purchased and succeeded to all rights,
claims and interests of Chuo Mitsui relating to the Aircraft,
including Claim Nos. 40300 and 40302.

On May 9, 2003, Peak Finance Partners III, LP, as Owner
Participant, filed Claim No. 36286 relating to the Aircraft, in a
contingent, unliquidated amount.

UAL Corporation and its debtor-affiliates, U.S. Bank, V5U and Peak
have agreed to resolve the Aircraft Claims.  The parties agree
that Claim Nos. 35497 and 35498 will be liquidated for $17,783,360
each, and allowed as prepetition, general unsecured claims without
priority.  Claim Nos. 40300 and 40302 will each be liquidated for
$0 and disallowed and expunged.  To the extent that Claim No.
36286 asserts claims arising from a Tax Indemnity Agreement
between Peak and the Debtors, Claim No. 36286 will be liquidated
for $0.

Judge Wedoff approves the Stipulation.

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)


USGEN NEW ENGLAND: TransCanada Completes Hydro Asset Purchase
-------------------------------------------------------------
TransCanada Corporation (TSX:TRP) (NYSE:TRP) closed its
acquisition of hydroelectric generation assets from USGen New
England, Inc., for $505 million US in cash, subject to specified
closing adjustments.  The assets have a total generating capacity
of 567 megawatts.  The sale, previously announced in September
2004, received bankruptcy court approval and met other regulatory
approvals and conditions.

"We're pleased to be growing our power business through this
acquisition," said Hal Kvisle, TransCanada's chief executive
officer.  "With the addition of these strong hydro facilities and
expert employees, TransCanada now offers more power, reliability
and flexibility to meet the needs of our customers in the U.S.
Northeast."

An existing agreement between the Town of Rockingham and USGen New
England provided the Town with the option to purchase the 49 MW
Bellows Falls facility for $72 million US.  In December, 2004 the
Town exercised the option and assigned its rights to the Vermont
Hydroelectric Power Authority.  TransCanada has assumed USGen's
rights and obligations under the option agreement and will
therefore sell the Bellows Falls hydroelectric facility to Vermont
Hydroelectric Power Authority for $72 million US.  Before it can
close, the transaction requires regulatory approvals and the
satisfaction of certain conditions under the option agreement.

When the sale of the Bellows Falls facility is completed,
TransCanada will have 12 dams with 36 hydroelectric generating
units on two rivers in New England: the Connecticut River in New
Hampshire and Vermont and the Deerfield River in Massachusetts and
Vermont.  Operations of these facilities, known as the Deerfield
River and Connecticut River Systems, will be integrated into
TransCanada's existing operations model.

TransCanada is financing the acquisition in a manner consistent
with maintaining its solid financial position and credit ratings.  
TransCanada expects the transaction to be immediately accretive to
earnings and cash flow.

TransCanada -- http://www.transcanada.com/-- is a leading North  
American energy company.  TransCanada is focused on natural gas
transmission and power services with employees who are expert in
these businesses.  TransCanada's network of approximately 41,000
kilometres (25,600 miles) of pipeline transports the majority of
Western Canada's natural gas production to the fastest growing
markets in Canada and the United States.  With the acquisition of
the USGen hydro assets, TransCanada now owns, controls or is
constructing approximately 5,700 megawatts of power generation -
an amount of power that can meet the needs of about 5.7 million
average households.  The Company's common shares trade under the
symbol TRP on the Toronto and New York stock exchanges.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian,
Esq., Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig
A. Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.


VIVENTIA BIOTECH: To Register with SEC to List Stock in AMEX
------------------------------------------------------------
Viventia Biotech Inc. (TSX:VBI) plans to register with the United
States Securities and Exchange Commission with the intent of
making an application for a listing of its common shares on the
American Stock Exchange in the near term.

"Listing on the AMEX will support Viventia's growth strategy by
raising our profile with U.S. investors and by providing our
Company with opportunities to attract new sources of capital to
fund our research and development activities," said Dr. Nick
Glover, President and CEO of Viventia Biotech.

Viventia Biotech intends to continue to trade its common shares on
the Toronto Stock Exchange under the symbol "VBI".

Viventia Biotech, Inc. (TSX: VBI), is a publicly traded
biopharmaceutical company developing Armed Antibodies(TM),
powerful and precise anti-cancer drugs designed to overcome
various forms of cancer.  Viventia's lead product candidate is
Proxinium(TM), which combines a cytotoxic protein payload
significantly more powerful than traditional chemotherapies with
the highly precise tumor-targeting characteristics of a monoclonal
antibody.  Proxinium(TM) is in clinical development for the
treatment of head and neck cancer and bladder cancer, and is
expected to enter advanced clinical trials in 2005.

As of December 31, 2004, Viventia Biotech's equity deficit widens
to CDN$21,255,000 compared to a CDN$4,484,000 equity deficit at
December 31, 2003.


WELLS FARGO: Fitch Puts Low-B Ratings on Four Mortgage Certs.
-------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2005-2, are
rated by Fitch Ratings:

   Group 1 certificates:

       -- $633,337,194 classes I-A-1 through I-A-12, I-A-R, and I-
          A-PO, (Group 1 senior certificates) 'AAA';

       -- $8,457,000 classes I-B-1, 'AA';

       -- $3,578,000 classes I-B-2, 'A';

       -- $1,952,000 classes I-B-3, 'BBB';

       -- $1,301,000 classes I-B-4, 'BB';

       -- $976,000 classes I-B-5, 'B'.

   Group 2 certificates:

       -- $296,464,343 classes II-A-1 and II-A-PO, (Group 2 senior
          certificates) 'AAA';

       -- $1,952,000 classes II-B-1, 'AA';

       -- $601,000 classes II-B-2, 'A';

       -- $450,000 classes II-B-3, 'BBB';

       -- $301,000 classes II-B-4, 'BB';

       -- $300,000 classes II-B-5, 'B'.

The 'AAA' ratings on the group 1 senior certificates reflect the
2.65% subordination provided by the:

         * 1.30% class I-B-1,
         * 0.55% class I-B-2,
         * 0.30% class I-B-3,
         * 0.20% privately offered class I-B-4,
         * 0.15% privately offered class I-B-5, and
         * 0.15% privately offered class I-B-6.

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

The 'AAA' ratings on the group 2 senior certificates reflect the
1.30% subordination provided by the:

         * 0.65% class II-B-1,
         * 0.20% class II-B-2,
         * 0.15% class II-B-3,
         * 0.10% privately offered class II-B-4,
         * 0.10% privately offered class II-B-5, and
         * 0.10% privately offered class II-B-6.

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

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Wells Fargo Bank, N.A. 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, which
respectively collateralize the group 1 and 2 certificates.  Groups
1 and 2 are not cross-collateralized with each other.

The group 1 collateral consists of 1,365 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with weighted average
remaining terms to stated maturity ranging from 298 to 360 months.
The weighted average original loan-to-value ratio for the mortgage
loans in the pool is approximately 66.30%.  The average balance of
the mortgage loans is $476,614 and the weighted average coupon  of
the loans is 5.883%.  The weighted average FICO credit score for
the group is 736.  Second homes comprise 6.05% and there are no
investor-occupied properties.  Rate/Term and cashout refinances
represent 29.81% and 30.50%, respectively, of the group 1 mortgage
loans.

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

               * California (49.87%),
               * New York (6.60%) and
               * Maryland (5.38%).

All other states comprise fewer than 5% of properties in the
group.

The group 2 collateral consists of 571 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with WAM ranging from 168
to 180 months.  The weighted average OLTV for the mortgage loans
in the pool is approximately 57.54%.  The average balance of the
mortgage loans is $526,041 and the WAC of the loans is 5.169%.  
The weighted average FICO credit score for the group is 746.
Second homes comprise 6.70% and there are no investor-occupied
properties.  Rate/Term and cashout refinances represent 39.52% and
30.14%, respectively, of the group 2 mortgage loans.  

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

               * California (42.58%),
               * New York (6.90%),
               * Texas (5.45%) and
               * Florida (5.09%).

All other states comprise fewer than 5% of properties in the
group.

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/

All of the mortgage loans were generally originated in conformity
with underwriting standards of Wells Fargo Bank, N.A.  WFB sold
the loans to Wells Fargo Asset Securities Corporation, a special
purpose corporation, who deposited the loans into the trust.  The
trust issued the certificates in exchange for the mortgage loans.
WFB will act as servicer and custodian, and Wachovia Bank, N.A.
will act as trustee.  An election will be made to treat the trust
as a real estate mortgage investment conduit for federal income
tax purposes.


WESTPOINT STEVENS: Motion to Sell All Assets Draws Mixed Reactions
------------------------------------------------------------------
As previously reported, WestPoint Stevens, Inc., and its debtor-
affiliates asked United States Bankruptcy Court for the Southern
District of New York to hold a hearing on June 15, 2005, to
consider approval of:

    (a) the terms of the asset purchase agreement(s) selected by
        the Debtors as the highest or best bid(s);

    (b) the sale(s) of any assets under the asset purchase
        agreement free and clear of all liens, claims,
        encumbrances, and other interests to the party or parties
        submitting the highest or otherwise best offer(s) at the
        Auction;

    (c) the assumption(s) and assignment(s) of certain executory
        contracts and unexpired leases related thereto; and

    (d) the distribution of proceeds from the sale to satisfy the
        liens of the First Lien Lenders and, if applicable, the
        Second Lien Lenders in the manner provided in the Asset
        Purchase Agreement.

WestPoint Stevens Inc. entered into a definitive agreement for the
sale of the Company to an investor group.  The investor group
consists of WL Ross & Co. LLC, and holders of a majority of the
Company's Senior Credit Facility, including Contrarian Capital
Management and CP Capital Investments.

The agreement calls for the sale of substantially all of the
assets of WestPoint Stevens.  As part of the agreement, equity in
the new company will be distributed to holders of outstanding
senior secured debt, and the new company will conduct a rights
offering, underwritten by the investor group, to raise $207.5
million of equity capital.  All of WestPoint Stevens' Senior
Credit Facility holders will have the equal right to participate,
and in certain circumstances WestPoint Stevens' Second Lien
Facility holders could participate in the rights offering.  The
new company will repay WestPoint Stevens' debtor in possession
loan, satisfy certain administrative claims, and assume WestPoint
Stevens' ordinary course payables and certain other postpetition
liabilities, including bankruptcy emergence costs.  The agreement
provides that WestPoint Stevens' Second Lien Facility holders
would receive $10.0 million released from escrowed adequate
protection payments provided they do not object to the transaction
and additional consideration in certain other events if the sale
is completed.  Following the sale, WestPoint Stevens will wind
down its estate, and as a result, its unsecured creditors could
receive a small distribution and all shares of its common stock
would be cancelled with no payment.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, tells the Court that for the past seven months, the Debtors
have attempted to reach consensus with their three main creditor
constituencies on the terms of a Chapter 11 reorganization plan:

            Creditor Group         Approximate Claim
            --------------         -----------------
            First Lien Lenders        $480 million
            Second Lien Lenders        165 million
            Creditors Committee        1.1 billion

The First Lien Lenders are the holders of claims against any of
the Debtors based upon that certain Second Amended and Restated
Credit Agreement dated as of June 9, 1998, among WestPoint
Stevens Inc., as Borrower, WestPoint Stevens (U.K.) Limited and
WestPoint Stevens (Europe) Limited, as Foreign Borrowers, Bank of
America, N.A., as Issuing Lender, Swingline Lender as
Administrative Agent and the several banks and other financial
institutions from time to time parties thereto.

The Second Lien Lenders are the holders of claims against any of
the Debtors based on that certain Second Lien Credit Facility
dated as of June 29, 2001, among WestPoint as Borrower, Wilmington
Trust Company (as successor to Deutsche Bank Trust Company
Americas) as Administrative Agent, and the banks and other
financial institutions from time to time parties thereto.

                            Responses

(1) Second Lien Lenders

Wilmington Trust Company, as successor Administrative Agent under
a Second Lien Credit Facility dated as of June 29, 2001, asserts
that the Asset Purchase Agreement concerning the sale of
substantially all of the Debtors' assets is not a simple transfer
of assets between the Debtors and the purchaser.  Gary M. Becker,
Esq., at Kramer Levin Naftalis & Frankel LLP, in New York,
explains that the Asset Purchase Agreement provides for the
Debtors' transfer of assets to the purchaser in return for the
transfer of value to different classes of creditors -- creditors
senior to the Second Lien Lenders and, fatally, creditors junior
to the Second Lien Lenders, while leaving little or nothing to pay
the secured/superpriority claims of the Second Lien Lenders.

Mr. Becker argues that the APA is an impermissible "sub rosa plan"
-- a scheme to circumvent both the priority provisions contained
in the Bankruptcy Code and rights granted to the Second Lien
Lenders to be paid before other administrative expense claimants.  
Worst of all, junior priority unsecured claimants are being paid
out of value according to the Debtors' own filings -- at least $30
million and possibly much more -- in excess of the DIP Lender's
and First Lien Lenders' claims, that as a matter of law belongs to
the Second Lien Lenders.  Mr. Becker asserts that the Court should
not approve an APA or a sale process that is designed to flow this
value to claimants junior to the Second Lien Lenders.

"Not only does the sale expropriate the property of the Second
Lien Lenders and award it to creditors who are junior to them, it
vitiates the creditor protections built into plan provisions of
the Bankruptcy Code, while dictating the outcome of any
subsequently filed plan," Mr. Becker says.  "The Court cannot and
should allow the Debtors to accomplish through a Section 363 sale
what they could not accomplish through a plan of liquidation."

Accordingly, the Second Lien Lenders ask the Court to deny the
Debtors' Sale Motion.  In the alternative, the Second Lien
Lenders ask the Court to:

   (a) set a date for an evidentiary hearing to establish the
       value of:

       (1) the Debtors;

       (2) the collateral of the First Lien Lenders; and

       (3) the collateral of the Second Lien Lenders; and

   (b) compel the Debtors, Rothschild, Inc., and WL Ross &
       Co. LLC to respond to the discovery requests of Wilmington
       Trust.

(2) First Lien Lenders

The Steering Committee of the First Lien Lenders disagrees with
the bid treatment in the Debtors' Sale Motion.

The Debtors are borrowers and guarantors under a Second Amended
and Restated Credit Agreement dated April 9, 1999.  Pursuant to
the Credit Agreement, banks holding a majority of the aggregate
outstanding obligations have the right to request and direct a
Collateral Trustee and Administrative Agent to enforce any rights
and remedies that exist under the Credit Agreement, a certain
Collateral Trust Agreement, or applicable law.

A. Brent Truitt, Esq., at Hennigan, Bennett & Dorman LLP, in New
York, relates that the Collateral Trustee has the right to bid for
the assets to be sold pursuant to the Sale Motion.  The proposed
Bidding Procedures permit the Collateral Trustee to credit bid at
the auction on behalf of the banks under the Credit Agreement.  
However, the Sale Motion also states that "[n]otwithstanding any
credit bid, the Debtors intend to evaluate all Bids based upon the
proceeds actually received by the Debtors' estates and creditors."

Mr. Truitt argues that, in valuing the amount of the bids, the
Debtors should be required to consider the credit bid as
equivalent to a cash bid equal to the total outstanding
obligations under the Credit Agreement subject to the lien.  The
Debtors should not accept any competing bid that does not provide
for a cash payment that exceeds the credit bid.  Mr. Truitt
explains that this requirement is necessary to protect the
"absolute" and "unconditional" right of a lienholder to credit
bid.  The purpose of credit bidding is to ensure that a secured
creditor, upon disposition of its collateral free and clear of
liens, receives the actual market value of the property rather
than a value that the Court determines.

Mr. Truitt clarifies that the disagreements between the Debtors
and the Banks do not need to be addressed or resolved at the Sale
Motion hearing on April 7, 2005, since both sides have agreed to
reserve all rights with respect to those matters.  However, the
Banks believes that it is appropriate to resolve those issues
before the auction that, under the proposed bidding procedures, is
scheduled for June 7, 2005.  Determining these issues before the
auction will provide the Debtors and bidders with certainty as to
the criteria that the Debtors will use to select the successful
bidder, Mr. Truitt says.

The Steering Committee comprises Contrarian Capital Management,
Inc., Satellite Senior Income Fund, L.L.C. and CP Capital
Investments, L.L.C.

(3) Creditors' Committee

Lawrence M. Handelsman, Esq., at Stroock & Stroock & Lavan LLP, in
New York, informs the Court that the Official Committee of
Unsecured Creditors has worked with the Debtors, their secured
creditors, and other parties to achieve two principal goals:

   -- to formulate a plan of reorganization; and

   -- to maximize recoveries for all creditors.

Through the Sale Motion, which was filed without any warning to or
consultation with the Creditors Committee, the Debtors abandon
those goals in favor of a fundamentally flawed sale process that
is not designed to foster maximum participation so as to enhance
bidding and maximize value for the Debtors' assets, Mr.
Handelsman says.

"Apparently frustrated by disputes among the secured lenders and
their intransigence in plan negotiations, the Debtors have thrown
in the towel and have engineered a sale process and Bidding
Procedures that will chill third party bidding and effectively
result in a two-horse race between Carl Icahn and the Steering
Committee," Mr. Handelsman tells Judge Drain.

The "sale process" is nothing more than a poorly disguised
transfer of the Debtors' assets to its secured creditors in
satisfaction of their claims, Mr. Handelsman argues.  This is an
impermissible sub rosa plan that sidesteps the protections of the
reorganization process and disenfranchises the holders of
unsecured claims.  Moreover, the Debtors have not adequately
demonstrated and articulated a business purpose, other than the
appeasement of major creditors.

While the Debtors ask the Court to approve a sale process and a
stalking horse bid, Mr. Handelsman notes that the Debtors have not
provided the Creditors Committee, its advisors or the Court with
any factual record of a marketing process they conducted.  The
Creditors Committee believes that the Steering Committee and Mr.
Icahn are the only parties with whom the Debtors have engaged in
discussions prior to the selection of the stalking horse.  Thus,
there can be no assurance that the stalking horse bid is an
adequate starting point, particularly given the Steering
Committee's heavy utilization of credit bidding and the likelihood
that Mr. Icahn will employ similar strategies.  The Court should
adjourn the sale process so as to allow the Debtors sufficient
time to market their assets to other parties, Mr. Handelsman
states.

Furthermore, the Creditors Committee believes that:

   (a) there should be no stalking horse bidders;

   (b) there is no justification for the Break-Up Fee; and

   (c) the deposit requirements prescribed by the Bidding
       Procedures confer a substantial and unfair advantage to
       the Steering Committee.  

Accordingly, the Creditors Committee asks the Court to deny the
Sale Motion.

(4) Taxing Authorities

The City of San Marcos, San Marcos C.I.S.D. and the City of
Denton, in Texas, have filed secured priority tax claims against
the Debtors for $23,850.  As of January 1, 2005, a first priority
lien attached to the Debtors' property to secure payment of all
tax, penalty and interest imposed by Texas statute for 2005 taxes.

In addition, the County of Comal, County of Denton, and County of
Hays, in Texas, assert that the Debtors are delinquent in paying
property taxes for the tax years 2002-2003, aggregating $15,035,
as well as estimated taxes for the tax year 2005, amounting to
$19,292.

The laws of the State of Texas, Property Tax Code, Section
32.05(b), give the tax lien securing property taxes priority over
any other claim or lien against these properties.  These tax
claims are entitled to priority as a secured claim, and over other
secured claims, pursuant to Section 506 of the Bankruptcy
Code.

Unless unpaid taxes are satisfied or sufficient proceeds are
segregated to secure the tax claims, the Taxing Authorities find
it impossible for them to collect the prepetition taxes.

The Taxing Authorities ask the Court to compel the Debtors to pay
in full delinquent property taxes, penalties and interest from the
proceeds of the sale, at the time of the closing of the sales
transaction, prior to application of proceeds to other lien
creditors.  In the alternative, the Taxing Authorities ask the
Court to compel the Debtors to segregate appropriate proceeds to
pay taxes at the time of the sale closing.

(5) Silver Sands

Silver Sands Joint Venture Partners II leases to the Debtors
certain retail space in a shopping center in Walton County,
Florida.  The Lease expires on April 30, 2008.

The Bidding Procedures provide that, in the event that any bidder
conditions its offer to purchase assets on the assumption of any
unexpired leases of real estate and their assignment to the
bidder, those leases must be identified in the bid package and the
bidder must provide evidence of its ability to provide adequate
assurance of future performance under those leases.  All bids must
be submitted by no later than May 23, 2005, and, if an auction is
necessary, it will be held on June 7, 2005, in New York City.  The
date requested for the hearing on confirmation of the sale is June
15, 2005.

Patrick E. Mears, Esq., at Barnes & Thornburg LLP, in Grand
Rapids, Michigan, contends that the Sale Motion and Bidding
Procedures prescribe an extremely short notice period to lessors:

   (a) advising them that the Debtors propose to assume and
       assign their leases to the successful bidder; and

   (b) specifying the Debtors' estimate of the applicable cure
       amounts.  

The Debtors propose that, sometime after the June 7 auction, the
Debtors will file the Cure Schedule with the Court, which will
then transmit that document to all affected lessors by first class
mail.  Any lessors objecting to the proposed assignment and
assumption or to the proposed cure amount must file a written
objection with the Court so that it is actually received "on or
before the date that is five (5) business days after" the date on
which the Cure Schedule is filed.

Mr. Mears argues that the objection deadline is unreasonable.  
The Court should expand the objection deadline to at least 14
days.  In addition, the Debtors should be required to transmit
copies of the Cure Schedule directly to the affected lessors by
Federal Express and to their counsel by Federal Express or by
electronic means.

(6) LeasePlan

LeasePlan USA, Inc., the lessor of an assumed lease with the
Debtors, asks the Court to deny the Sale Motion because:

   (a) the proposed sale could not satisfy the requirements of
       Section 363(f) of the Bankruptcy Code;

   (b) the Debtors do not propose a date by which to notify Non-
       Debtor Parties as to the Debtors' intention with their
       lease or executory contract;

   (c) the Debtors do not disclose how obligations under those
       leases and executory contracts that have been assumed
       during the course of their Chapter 11 case will be met by
       an as yet unidentified purchaser.  Thus, Debtors have not
       provided and cannot provide adequate assurance of future
       performance under such leases and executory contracts;

   (d) the Debtors' proposed sale constitutes a sub rosa plan;

   (e) the Debtors make no assurances that the unknown purchaser
       will not attempt to "cherry pick" the components of any
       assumed leases; and

   (f) the Debtors do not provide adequate time for Non-Debtor
       Parties to object to the cure schedule.

(7) D.A. Moore

D.A. Moore Corporation holds an $89,775 claim against the Debtors,
which is secured by a mechanic's lien on the Debtors' real
property in North Carolina.

The Sale Motion indicates that the First Lien Lenders and the
Second Lien Lenders hold valid, perfected security interests in
substantially all of the Debtors' assets and that the total amount
of the lenders' combined claims is expected to substantially
exceed the total purchase price for the Debtors' assets.  However,
D.A. Moore points out that the Sale Motion does not indicate what
portion of the total purchase price is to be allocated to the
Property.

D.A. Moore objects to the proposed sale in the absence of any
allocation of the purchase price, which would allow it to
determine whether the price is fair and reasonable as it relates
to the Property and also whether its interest in the Property has
value.  In addition, the proceeds of the sale of the Property
should be segregated with valid preexisting liens attaching to the
proceeds in the same priority as existed on the property at the
time of the sale.

(8) Aretex

Aretex LLC holds approximately 40% of the First Lien Debt and
approximately 52% of the Second Lien Debt.

Aretex finds the Asset Purchase Agreement between the Debtors and
New Textile Co., an entity acting on behalf of WL Ross & Co. LLC,
as well as the Bidding Procedures fatally flawed.

Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal LLP, in
New York, argues that the Sale Motion and Bidding Procedures
should not be approved because:

   (a) The Wilbur Ross/Steering Committee bid fails to meet the
       standards necessary to be authorized as a stalking horse
       bid.  Aretex has a higher and better bid, which values the
       assets being acquired at $800 million and provides a
       significant recovery for the Second Lien Lenders.  In
       contrast, the Wilbur Ross/Steering Committee bid is
       materially lower in value -- somewhere between
       $550 million and $650 million -- and provides little or no
       value to the Second Lien Lenders;

   (b) The Wilbur Ross/Steering Committee bid constitutes a sub
       rosa plan that is dead on arrival.  It improperly diverts
       to WLR and many administrative and priority creditors
       value that belongs to the Second Lien Lenders, and at the
       same time fails to assume the superpriority adequate
       protection claim of the Second Lien Lenders.  Absent the
       Second Lien Lenders' consent, neither the APA nor the
       follow-on liquidating plan can be approved;

   (c) Given that there are at least two capable and qualified
       bidders interested in bidding for substantially all of the
       Debtors' assets, there is no justification to pay the
       Wilbur Ross/Steering Committee a break-up fee.  Aretex is
       prepared to go forward with its bid without a break-up fee
       and with an expense reimbursement capped in all instances
       at $1 million in contrast to the proposed $3.5 million
       expense reimbursement in favor of Wilbur Ross/Steering
       Committee if Aretex's bid prevails;

   (d) Certain elements of the Bidding Procedures are unfairly
       skewed to discourage rival bids and transactions and need
       to be altered to provide for a level playing field.  Among
       other things, bidders should not be compelled or pushed to
       assume substantially all of the Debtors' administrative
       expenses and priority claims.  Bids which offer more value
       to the senior Second Lien Debt should be permitted; and

   (e) The Steering Committee has no authority to direct the
       First Lien Agent to credit bid and that provision must be
       struck in its entirety.  It is outrageous that they are
       purporting to impair Aretex's 40% of the First Lien Debt
       without its consent.  This effort is without precedent,
       has no basis in the law or the loan documents, and is
       essentially an effort by the Steering Committee to take
       Aretex's property without its consent in a manner that
       Aretex views as little more than common theft.

As the largest creditor in the Debtors' Chapter 11 cases with
aggregate first and second lien debt of $270 million, Aretex has
the most at stake in maximizing value, Mr. Wolfson points out.  
Pursuant to Aretex's bid, the DIP financing and the First Lien
Debt will be fully satisfied, with substantial value to the Second
Lien Debt.  Postpetition trade, current payroll and certain other
critical administrative expenses necessary to preserve the value
of the assets being acquired will also be assumed by Aretex.  
Based on discussions with the other large holders of the Second
Lien Debt and the Second Lien Agent, Aretex believes that they
agree in principle to support its bid.

(9) PBGC

The Pension Benefit Guaranty Corporation is a wholly owned United
States government corporation and an agency of the United States
that administers the defined benefit pension plan termination
insurance program under Title IV of the Employee Retirement Income
Security Act of 1974, 29 U.S.C. Sections 1301-1461 (2000 & Supp.
II 2002).  The PBGC guarantees the payment of certain pension
benefits upon the termination of a single-employer pension plan
covered by Title IV of ERISA.  When an underfunded plan
terminates, the PBGC generally becomes trustee of the plan and,
subject to certain statutory limitations, pays the plan's unfunded
benefits with its insurance funds.

Margaret E. Drake, Esq., relates that WestPoint Stevens, Inc., is
the contributing sponsor of the WestPoint Stevens, Inc. Salaried
Retirement Plan and the WestPoint Stevens, Inc. Hourly Retirement
Plan within the meaning of 29 U.S.C. Section 1301(a)(13).  The
Pension Plans are single-employer defined benefit pension plans
covered by Title IV of ERISA.

The PBGC estimates that the Salaried Plan is underfunded on a
termination basis for $148.8 million while the Hourly Plan is
underfunded on a termination basis for $134.1 million.

The Debtors and the Non-Debtors, Ms. Drake says, are jointly and
severally liable to the Pension Plans for the contributions
required under ERISA's minimum funding standard and to the PBGC
for the Pension Plans' unfunded benefit liabilities.

Ms. Drake points out that the Asset Purchase Agreement appears to
provide for the transfer of the assets of Non-Debtors, as well
assets of the Debtors.  Furthermore, the Bidding Procedures do not
distinguish among the assets of the Debtors and the assets of the
Non-Debtors, or for allocating the proceeds of sale among the
Debtors and the Non-Debtors.

Including assets of Non-Debtors in the proposed sale, Ms. Drake
avers, is outside the scope of Bankruptcy Code Section 363 of the
Bankruptcy Code, which provides only for the sale of property of
the estate.  Moreover, use of the proceeds of the sale of those
assets to fund the Debtors' reorganization may violate Section 548
of the Bankruptcy Code and applicable state law relating to
fraudulent transfer and the Non-Debtors' obligations to their
creditors.

Accordingly, to provide for appropriate treatment of the assets of
the Non-Debtors and the protection of the Non-Debtors' creditors,
the PBGC asks the Court to compel the Debtors to:

   -- modify the bidding procedures to clearly identify the
      Non-Debtors' assets that are intended to be included
      in the sale;

   -- establish procedures to determine the fair market value of
      these assets; and

   -- require that the proceeds resulting from the sale of assets
      of Non-Debtors be segregated and preserved for their
      creditors.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed    
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts.  (WestPoint Bankruptcy
News, Issue No. 42; Bankruptcy Creditors' Service, Inc.,
215/945-7000)  


WHITE BIRCH: S&P Puts B- Rating on $125 Million Second-Lien Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured debt rating, and '1' recovery rating to White Birch Co.'s
proposed $275 million first-lien term loan B due 2012.  Standard &
Poor's also assigned its 'B-' senior secured debt rating and '3'
recovery rating to White Birch's $125 million second-lien term
loan C due 2013. Term loan ratings were assigned based on
preliminary terms and conditions.

At the same time, Standard & Poor's withdrew its 'B' rating on the
company's previously proposed $400 million senior unsecured notes.
All other ratings, including the 'B' corporate credit rating on
White Birch, were affirmed.  The outlook is positive.

White Birch, a Nova Scotia unlimited liability company, will be
indirectly owned 75% by Mr. Peter Brant, 12.5% by Mr. Aby Rosen,
and 12.5% by Mr. Michael Fuchs and will acquire a 100% interest in
each of the following companies:

         * Stadacona Inc. (B/Stable/--),
         * Bear Island Paper Co. LLC (B-/WatchPos/--), and
         * F.F. Soucy Inc. (not rated).

All three companies will become direct or indirect subsidiaries of
White Birch.  The $400 million of expected term loan proceeds will
be used to refinance debt at the acquired companies and buy out
existing partners.

"Bear Island Paper Co. ratings will remain on CreditWatch until
the transaction is completed, at which time the ratings will be
raised to the same level as White Birch and removed from
CreditWatch," said Standard & Poor's credit analyst Dominick
D'Ascoli.  The outlook on Stadacona will be revised to positive
from stable upon completion of the transaction.

The ratings on White Birch reflect limited product diversity with
a primary focus on the highly cyclical commodity newsprint market,
and aggressive debt levels.  These weaknesses are partially offset
by the company's low cost position and high capacity utilization
rates.

The company produces newsprint (82% of 2004 pro forma revenues),
directory paper (9%), paperboard (5%), and lumber (3%) on seven
paper machines, one paperboard machine, and a sawmill located at
three mills (one in the U.S. and two in Canada).  Newsprint is the
company's primary focus and area of expertise.


WORLDGATE COMMS: Auditors Express Going Concern Doubt
-----------------------------------------------------
WorldGate Communications, Inc.'s (Nasdaq: WGAT) auditors raised
substantial doubt about the Company's ability to continue as a
going concern because the Company had suffered recurring losses
from operations and had a net accumulated deficiency of $220
million for the year ended Dec. 31, 2004.

As of December 31, 2004, the Company had cash and cash equivalents
of $11,840.  The operating cash usage from continuing operations
for the twelve months ended December 31, 2004 was $7,084.  

                        About the Company

WorldGate Communications, Inc. -- http://www.wgate.com/-- is in  
the business of developing, manufacturing and distributing video
phones for personal and business use, to be marketed with the Ojo
brand name.  The Ojo video phone is designed to conform with
industry standard protocols, and utilizes proprietary enhancements
to the latest technology for voice and video compression to
deliver quality, real-time video images that are synchronized with
the accompanying sounds.  Ojo video phones are designed to operate
on the high-speed data infrastructures of cable and DSL providers.  
WorldGate has applied for patent protection for its unique
technology and techno-futuristic design that contribute to the
functionality and consumer appeal offered by the Ojo video phone.  
WorldGate believes that this unique combination of design,
technology and availability of broadband networks allow for real-
life video communication experiences that were not economically or
technically viable a short time ago.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (126)         183       62
Alaska Comm. Syst.      ALSK        (12)         650       84
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (227)       3,248      919
AMR Corp.               AMR        (581)      28,773   (2,047)
Amylin Pharm. Inc.      AMLN        (87)         358      282
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (282)         423      103
CableVision System      CVC      (1,944)      11,393      248
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (516)       1,608      168
Choice Hotels           CHH        (203)         262      (32)
Cincinnati Bell         CBB        (600)       1,987      (20)
Clorox Co.              CLX        (457)       3,710     (422)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (35)          19       13
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (5,519)      21,801   (2,335)
Deluxe Corp             DLX        (179)       1,533     (337)
Denny's Corporation     DNYY       (246)         730      (80)
Dollar Financial        DLLR        (47)         335       82
Domino's Pizza          DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         178      N.A.
Echostar Comm-A         DISH     (2,078)       6,029      (41)
Empire Resorts          NYNY        (13)          61        7
Fairpoint Comm.         FRP        (162)         831      (36)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
I2 Technologies         ITWH       (180)         385       85
IMAX Corp               IMX         (42)         230       17
Int'l Wire Group        ITWG        (80)         410       97
Isis Pharm.             ISIS        (18)         255      116
Life Sciences           LSRI         (5)         173        1
Lodgenet Entertainment  LNET        (68)         301       20
Majesco Holdings        MJES        (41)          26        9
Maxxam Inc.             MXM        (649)       1,017       72
Maytag Corp.            MYG         (75)       3,020      535
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
New York & Co.          NWY         (14)         280       43
Northwest Airline       NWAC     (2,824)      14,042     (919)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (381)       1,110      215
Pegasus Comm            PGTV       (203)         235       52
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Protection One          PONN       (177)         461     (372)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,612)      24,324      (68)
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (331)       1,039      636
St. John Knits Inc.     SJKI        (57)         208       73
Syntroleum Corp.        SYNM         (8)          48       11
US Unwired Inc.         UNWR       (263)         640     (335)
U-Store-It Trust        YSI         (34)         536      N.A.
Valence Tech            VLNC        (43)          16        1
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (33)         486       31
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, and Peter A.
Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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