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      T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, April 7, 2005, Vol. 9, No. 81

                          Headlines


ABITIBI-CONSOLIDATED: Buys Back $437 Mil. of Notes in Tender Offer
ADELPHIA COMMS: Asks Court to Okay Salary Adjustments for EVPs
AMERICAN RESTAURANT: Disclosure Hearing Moved to April 22
ANDRE S. TATIBOUET: Case Summary & 20 Largest Unsecured Creditors
ARMSTRONG WORLD: Conference with Judge Robreno on April 25

ASHMONT AUTO: Voluntary Chapter 11 Case Summary
ATA AIRLINES: Motion to Reject Orlando Airport Lease Draws Fire
AVCORP INDUSTRIES: Working Opportunity Holds 18.4% Equity Stake
BALLY TOTAL: Amends Credit Agreement & Secures Waiver
BALLY TOTAL: Hosting Investor Conference Call on April 12

BELDEN & BLAKE: Moody's Junks $192.5M Second Secured Senior Notes
BILLING SERVICES: S&P Puts Low-B Ratings on Two Bank Loans
CAESARS ENT: Completes $145M South African Casino Interest Sale
CAPITAL ACQUISTIONS: Involuntary Chapter 11 Case Summary
CHARTER COMMS: Names Edward Machek Chief Information Officer

CINCINNATI BELL: Refinancing Prompts S&P to Lift Rating to BB-
CITATION CORP: Committee Taps Chanin Capital as Financial Advisor
CLEARLY CANADIAN: Inks BG Capital $3M Private Placement Financing
CORPORATE BACKED: S&P Puts Junk-Rated Certs. on Creditwatch
COVANTA ENERGY: Reports Management's Ownership of Danielson Stock

CSPB LLC: Case Summary & 4 Largest Unsecured Creditors
CURTIS & MARI: Case Summary & 20 Largest Unsecured Creditors
DATATEL INC: Moody's Puts Low-B Ratings on Three Loans
DATATEL INC: S&P Puts Low-B Ratings on Two Proposed Loans
DIRECTV HOLDINGS: S&P Puts BB Rating on $2.5 Billion Sr. Sec. Loan

DELTA AIR: March 2005 System Traffic Up 14.4% from Last Year
ENRON CORP: Inks Pact with Oregon Electric to Terminate PGE Sale
ENTERTAINMENT INT'L: Case Summary & 19 Largest Unsecured Creditors
FEDDERS CORP: Delays Form 10-K Filing to Complete Financial Audit
FEDERAL-MOGUL: Names Jean Brunol Senior Vice President

FEDERAL-MOGUL: Wants Until Aug. 1 to Make Lease-Related Decisions
FRIEDMAN'S: Wants Until Feb. 2006 to File Plan of Reorganization
GAP INC: Moody's Upgrades Long Term Debt Ratings to Baa3 from Ba1
GENESIS HEALTHCARE: S&P Puts B- Rating on $180 Mil. Sr. Sub. Loan
GEORGIA BUILDING: Case Summary & 20 Largest Unsecured Creditors

GMAC MORTGAGE: Fitch Upgrades Low-B Ratings of 3 Mortgage Classes
HAWAIIAN AIRLINES: Paul Boghosian Indicted on Bankruptcy Fraud
HLI OPERATING: S&P Puts B Rating on $150MM Second-Lien Term Loan
HOLLINGER INC: Demands $550M in Damages & $86M in Reimbursement
HOLLINGER INC: Holding $82.97 Million Cash Balance as of March 18

HOLLINGER INC: Inspector's Report Delayed as Fees Tops $5.25 Mil.
ICEFLOE TECH: Taps Fleishman-Hillard to Handle Investor Relations
IMAGIS TECHNOLOGIES: Raising $1.5 Mil. in Private Equity Placement
INFOR GLOBAL: Moody's Junks $200 Million Second Lien Term Loan
INFOR GLOBAL: S&P Junks Proposed $200M Second-Lien Sr. Sec. Loan

INTERSTATE BAKERIES: Non-Union Retirees Want Committee Appointed
JP MORGAN: Fitch Upgrades $18 Million Mortgage Certificates to BB+
KAISER ALUMINUM: Completes Sale of 20% QAL Stake
KCS ENERGY: Moody's Puts B3 Rating on $75 Mil. Proposed Sr. Notes
LEAP WIRELESS: 10-K Filing Delay Cues S&P to Watch B- Rating

LIFESTREAM TECH: Names Ed Siemens to Board of Directors
LONG BEACH: Fitch Puts Low-B Ratings on $57.5M Asset-Backed Certs.
MBIA INC: SEC & NY Atty. General Subpoena Additional Documents
MCI INC: Rejects Qwest's $8.9 Billion Proposal Over Verizon's Bid
MCI INC: Verizon Raises Issues Regarding a Qwest/MCI Merger

MIRANT CORP: Court Will Consider Slater & Schlesinger Opinions
MIRANT CORP: Equity Committee Says Plan is Unconfirmable
MISSION RESOURCES: Petrohawk Sale Cues S&P to Put Rating on Watch
MISSISSIPPI CHEMICAL: Ct. Approves Assumption of Utility Contract
MORTGAGE CAPITAL: Fitch Upgrades Low-B Ratings of Two Mort. Certs.

NHC COMMUNICATIONS: Raises $700,000 in Private Debenture Placement
NRG ENERGY: Officers Acquire Deferred Stock Units as Incentives
OAKWOOD HOMES: Court Extends Claim Objection Deadline to Dec. 15
OAKWOOD HOMES: Trust Wants More Time to Serve Avoidance Actions
OGLEBAY NORTON: Sells North Carolina Mica Operation for $15 Mil.

OPTINREALBIG.COM: Taps Lindquist & Vennum as Bankruptcy Counsel
OWENS CORNING: Citadel Credit Holds Allowed $1.28M Unsec. Claims
PARAMOUNT RESOURCES: Files Annual & Fourth Quarter Reports
PARMALAT USA: Has Until June 30 to Decide on Atlanta Contracts
PEACHTREE FRANCHISE: Fitch Downgrades Four 1999-A Note Classes

PHILIP SERVICES: Court Lifts Injunction Against Crown Central
PRIDE INTERNATIONAL: Moody's Affirms Three Low-B Debt Ratings
QWEST: Fitch Takes No Action Despite MCI Purchase Talks
QWEST COMMS: MCI Rejects $8.9 Billion Takeover Bid
QWEST COMMS: Weighs Options Following MCI's Rejection of Offer

RAYTECH CORP: Seeks Waivers & Reports Prelim Financial Results
REDDY ICE: Amends 8-7/8% Senior Subordinated Debt Tender Offer
RELIANCE GROUP: Wants to Honor Interparty Pact with J. Goodman
REMEDIATION FIN'L: Wants Solicitation Period Extended to July 27
REXNORD CORP: Buying Falk Cues S&P to Put B+ Rating on CreditWatch

ROOMLINX INC: Inks Pact to Acquire SuiteSpeed
SALOMON BROTHERS: Fitch Maintains Junk Rating on $11.1 Mil. Certs.
SATURNS TRUST: S&P Cuts Rating on $60 Mil. Debt to BB+ From BBB
SENETEK PLC: Appoints M. Khoury & R. Aliahmad as New Directors
SPIEGEL INC: Court Okays Home Store Lease Disposition Protocol

STRUTHERS INDUSTRIES: Business Up for Sale to Highest Bidder
SYRATECH CORP: Silvestri Auction Set for Apr. 19
THAXTON GROUP: Gets Lease Decision Period Extended to June 8
THAXTON GROUP: Sells Accounts Receivables to The Sagres Company
TRUMP HOTELS: $10 Million Reserved to Pay DLJ's Claims

TRUMP HOTELS: Stipulation Resolves Power Plant Group Dispute
UAL CORPORATION: Court Okays Boeing Aircraft Lease Amendment
VAST EXPLORATION: Buys Oil & Gas Assets for CDN$2.9 Million
VERY LTD: Case Summary & 20 Largest Unsecured Creditors
WARP TECHNOLOGY: Names Messrs. Boehmer, Howitt & Lotke Directors

* David Carlson & Craig Mcclory Join Alvarez & Marsal in Chicago

                          *********

ABITIBI-CONSOLIDATED: Buys Back $437 Mil. of Notes in Tender Offer
------------------------------------------------------------------
Abitibi-Consolidated Inc. and its subsidiary, Abitibi-Consolidated
Company of Canada, have accepted and purchased US$337 million
aggregate principal amount of Abitibi's 8.30% notes due 2005 and
US$100 million of ACCC's 6.95% notes due 2006 that were tendered
in response to the Company's previously announced tender offers.
The tender offers expired at 12:00 Midnight, on Monday, April 4,
2005.  The 2005 Notes that were tendered and not withdrawn before
5:00 p.m., New York City time, on March 16, 2005, were accepted
and purchased by the Company on March 29, 2005.

Based on the final count by the depositary, the tender offer for
the 2006 Notes was oversubscribed, with an aggregate principal
amount of US$267 million of 2006 Notes having been tendered prior
to the expiration date.  The Company used the proceeds of its
recently completed issuance of US$450 million in aggregate
principal amount of 8.375% Notes due 2015 to fund the purchase of
the Notes in the tender offers and to pay associated expenses and
accrued interest.  Citigroup Global Markets Inc. and Credit Suisse
First Boston LLC acted as the Dealer Managers for the tender
offers.  Global Bondholder Services Corporation acted as
depositary and information agent for the tender offers.

Abitibi-Consolidated is a global leader in newsprint and uncoated
groundwood (value-added groundwood) papers as well as a major
producer of wood products, generating sales of $5.8 billion in
2004.  The Company owns or is a partner in 26 paper mills, 22
sawmills, 4 remanufacturing facilities and 1 engineered wood
facility in Canada, the U.S., the UK, South Korea, China and
Thailand.  With approximately 14,000 employees, excluding its
PanAsia joint venture, Abitibi-Consolidated does business in
approximately 70 countries.  Responsible for the forest management
of approximately 18 million hectares of woodlands, the Company is
committed to the sustainability of the natural resources in its
care.  Abitibi-Consolidated is also the world's largest recycler
of newspapers and magazines, serving 16 metropolitan areas in
Canada and the United States and 130 local authorities in the
United Kingdom, with 14 recycling centres and approaching 20,000
Paper Retriever(R) and paper bank containers.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 24, 2005,
Moody's Investors Service rated Abitibi-Consolidated Inc.'s new
(up to) US$500 million senior unsecured debt issue Ba3.
Concurrently, the company's Ba3 senior implied, senior unsecured
and issuer ratings were affirmed, as was the SGL-4 speculative
grade liquidity rating (indicating weak liquidity).  Since the
debt issue and tender offer eliminate near term maturities,
Moody's anticipates the SGL rating will be upgraded upon
completion.

Moody's says the outlook remains negative.

Rating issued:

Abitibi-Consolidated Company of Canada:

   * Senior unsecured 7-and-10 year notes of up to US$500 million
     (term-to-maturity split to be determined): Ba3

Ratings affirmed:

Abitibi-Consolidated Inc.:

Outlook: negative

   * Senior Implied: Ba3
   * Issuer: Ba3
   * Senior Unsecured: Ba3
   * Senior Unsecured Shelf Registration: (P)Ba3
   * Speculative Grade Liquidity Rating: SGL-4

Abitibi-Consolidated Company of Canada:

Outlook: negative

   * Bkd Senior Unsecured: Ba3
   * Senior Unsecured Shelf Registration: (P)Ba3

Abitibi-Consolidated Finance L.P.:

Outlook: negative

   * Bkd Senior Unsecured: Ba3
   * Senior Unsecured Shelf Registration: (P) Ba3

Donohue Forest Products Inc.:

Outlook: negative

   * Bkd Senior Unsecured: Ba3

As reported in the Troubled Company Reporter on Mar. 24, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
newsprint producer Abitibi-Consolidated Co. of Canada's
US$450 million senior unsecured notes due 2015, issued pursuant to
the company's US$800 million shelf registration.  The notes are
unconditionally guaranteed by its parent, Abitibi-Consolidated
Inc.  At the same time, Standard & Poor's affirmed its 'BB-' long-
term corporate credit and senior unsecured debt ratings.  S&P says
the outlook is negative.


ADELPHIA COMMS: Asks Court to Okay Salary Adjustments for EVPs
--------------------------------------------------------------
Since they joined Adelphia Communications Corporation in 2003,
the Debtors' Executive Vice Presidents -- Vanessa Wittman, Chief
Financial Officer, and Brad Sonnenberg, General Counsel -- have
become invaluable to the Debtors' reorganization process,
according to Myron Trepper, Esq., at Willkie Farr & Gallagher
LLP, in New York.  Ms. Wittman and Mr. Sonnenberg helped ACOM's
Board of Directors, the Chief Executive Officer and the Chief
Operating Officer in achieving maximum value of ACOM's
constituents.  Without the EVPs dedicated participation in the
Debtors' dual-track emergence process, Mr. Trepper says, it would
be significantly more difficult to timely sell the company or
emerge from bankruptcy on a stand-alone basis.

                   Ms. Wittman's Responsibilities

"As CFO, Ms. Wittman has a tremendous amount of responsibility as
the Debtors make their way toward emergence," Mr. Trepper says.
In connection with the sale process, Ms. Wittman is charged with:

    -- completion of outstanding diligence items requested by
       multiple bidders,

    -- diligence with respect to potential purchasers,

    -- negotiations over value,

    -- contract negotiations with bidders,

    -- coordination of information flow to constituents regarding
       bids,

    -- coordination of merger and acquisition advisors,

    -- value maximization analysis,

    -- tax analysis,

    -- distribution of proceeds analysis, and

    -- negotiation of potential state tax claims.

Ms. Wittman also supervises a number of other tasks regarding
plan of reorganization issues, including:

    -- the preparation of draft 2004 financials,

    -- updating the disclosure statement,

    -- assisting with the liquidation analysis,

    -- potential preparation of fresh start accounting,

    -- negotiation and explanation of intercompany balances and
       their impact on intercreditor settlements,

    -- analysis of intercreditor settlement alternatives, and

    -- the claims resolution process.

In terms of general finance and accounting duties as well as
other miscellaneous responsibilities, Ms. Wittman is tasked with:

    -- overseeing budgeting issues,

    -- organizing and supervising the preparation of responses to
       the Securities and Exchange Commission with respect to the
       SEC's comments to the 10-K filed in December of 2004,

    -- preparation of 2004 financials and any related carve-out
       audits required by purchasers,

    -- preparation of over 4,000 state, local and federal tax
       returns related to the restatement,

    -- completion of the 2004 Sarbanes Oxley compliance,

    -- oversight of asset divestitures and partnerships,

    -- negotiation of disputes with respect to the Debtors'
       partnerships,

    -- debtor-in-possession facility extension marketing,

    -- contract support for key programming contracts,

    -- resolution of Rigas property issues,

    -- assistance in the resolution of litigation claims, and

    -- oversight of Fee Committee issues.

                  Mr. Sonnenberg's Responsibilities

Similarly, Mr. Trepper says, Mr. Sonnenberg has had a vast of
ever-increasing responsibilities in the Debtors' cases, many of
which are above and beyond what his peers at other large
companies are required to manage.  "As chief legal advisor to the
Board and the Board's audit, governance, and compensation
committees, Mr. Sonnenberg oversees the numerous, very sensitive,
legal and governance issues confronting the Board," Mr. Trepper
relates.  In addition, Mr. Sonnenberg oversees all aspects of the
Company's legal and regulatory compliance, including securities
compliance and disclosure, legal aspects of the Debtors' audit,
restructuring and sale processes, litigations implicating
significant assets of the Debtors, federal and local government
relations, including local franchising, participation in industry
public policy issues, political advocacy, and the Debtors' very
complex negotiations with the Department of Justice and
Securities and Exchange Commission.  Mr. Trepper tells the U.S.
Bankruptcy Court for the Southern District of New York that Mr.
Sonnenberg heads a legal department that he built from very little
foundation, supervising the delivery of a wide range of legal
services in addition to those identified, like those required by
the Debtors' accounting, finance, human resources, commercial
relations, marketing, and technology operations.  Mr. Sonnenberg
also supervises and coordinates with a wide array of outside
counsel.

              Asset Sale Will Mean More Work for EVPs

In the event the Debtors' businesses are sold, the EVPs will have
a host of additional responsibilities.  Ms. Wittman will be
tasked with, among other things:

    -- coordination and oversight of myriad tax filings,

    -- transition of financial information systems to a buyer,

    -- conversion of current billing platforms,

    -- resolution of the financial statements of the Rigas
       properties,

    -- coordination of 2004 audits of the company and the joint
       venture,

    -- filing of multiple tax returns, oversight of contract
       covenant compliance,

    -- continuation of Sarbanes Oxley tasks and compliance,

    -- preparation of transition agreements for multiple sectors
       of the company,

    -- financial work in support of LFA transfers,

    -- additional review of contracts for potential rejections,
       and

    -- navigation and negotiation of potential price adjustments.

Mr. Sonnenberg's ongoing responsibilities will not only continue
but expand between signing and closing, Mr. Trepper says.
Specifically, Mr. Sonnenberg will have additional, critical
responsibilities necessary to the close of any transaction,
including obtaining Communications Act and antitrust approvals,
local franchising consents, Adelphia-side legal compliance with
closing conditions and other contract terms, reviewing, and if
necessary, challenging, buyer-side legal compliance with closing
conditions and other contract terms, legal oversight over any
disputes that may arise in a sale transaction, legal opinions and
representation letters required for closing, consummation of any
SEC or DOJ settlement, and numerous, complex legal issues arising
from the integration of any sales transaction into a plan of
reorganization.

                   Enhanced Compensation Benefits

If the Debtors were to lose Ms. Wittman and/or Mr. Sonnenberg and
the Debtors' emergence process was delayed by even one month, Mr.
Trepper says, the Debtors could lose more than $20,000,000, the
current run rate for professional fees, in addition to an extra
month of accrued interest on the Debtors' bonds, totaling tens of
millions of dollars.  "Additionally, if the EVPs were to resign,
the Debtors would be left with a chaotic environment lacking
their essential leadership.  Moreover, it is unlikely that anyone
would step into the EVPs' underpaid and overworked shoes and
assume their atypical responsibilities.  Undoubtedly, given the
EVPs' complicated roles and current levels of compensation, it
would prove extremely difficult for the Debtors to successfully
recruit qualified executives with bankruptcy experience who are
willing to assume the risks and perform the duties attendant to
the EVPs' positions without any assurance that a long-term
opportunity with Adelphia exists."

Mr. Trepper informs Judge Gerber that Ms. Wittman and Mr.
Sonnenberg have made many sacrifices for the Debtors.  "It is
only fair that the EVPs now be equitably compensated through
measures they more than deserve."

By this motion, the Debtors ask the Court to approve:

    (a) Adjusted Base Salaries for Executive Vice Presidents;

    (b) an Amended Short Term Incentive Plan Opportunity for
        General Counsel;

    (c) a Key Employee Continuity Plan for Executive Vice
        Presidents; and

    (d) an Amended Performance Retention Plan for Executive Vice
        Presidents.

After lengthy analysis and consideration, the Compensation
Committee of ACOM's Board has approved the EVP KERP proposal.
The Compensation Committee consulted Watson Wyatt Worldwide while
ACOM's management reviewed data provided by Towers Perrin HR
Services.

1. Adjusted Base Salaries and Amended Short Term Incentive Plan

    The Debtors plan to increase Ms. Wittman's base salary from
    $490,000 to $600,000 and Mr. Sonnenberg's base salary from
    $266,000 to $325,000 effective as of January 1, 2005.

    The Debtors also seek the Court's authority to increase Mr.
    Sonnenberg's STIP opportunity from 60% to 80% of EBITDAR
    target so that he could potentially realize a STIP bonus of
    $260,000.

2. Key Employee Continuity Program

    The EVPs will be eligible to receive Stay Bonuses in an amount
    that is one and a half times their base salaries, totaling
    $900,000 for Ms. Wittman and $487,500 for Mr. Sonnenberg.  In
    the event of a sale of the company, the EVPs will be eligible
    to receive Sale Bonuses in an amount that is two times their
    base salaries, totaling $1,200,000 for Ms. Wittman and
    $650,000 for Mr. Sonnenberg.

3. Amended Performance Retention Plan

    In September 2004, the Court approved an amendment to the
    Debtors' Performance Retention Plan whereby the performance
    awards intended to replace the long-term incentive component
    of an employee's compensation package in the absence of an
    equity-based compensation plan, can potentially vest, at the
    discretion of the Compensation Committee, if an employee is
    terminated as a result of the sale of less than substantially
    all of the Debtors' assets.  Although it is unlikely that
    either of the EVPs would be terminated as a result of a sale
    of less than substantially all of the Debtors' assets, out of
    an abundance of caution and for consistency purposes, the
    Debtors wish to apply the amended PRP trigger to the EVPs.

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


AMERICAN RESTAURANT: Disclosure Hearing Moved to April 22
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, will convene a hearing on April 22, 2005, to
review the adequacy of information contained in the Fourth Amended
Disclosure Statement explaining the Fourth Amended Plan of
Reorganization filed by American Restaurant Group, Inc., and its
debtor-affiliates.

The Fourth Amended Plan proposes to wipe out existing equity,
transfer an 85% equity stake in the Reorganized Company to old
secured noteholders, and deliver a 15% slice of the new equity to
holders of general unsecured claims.

Tri-Point Capital Advisers will hold a controlling stake in the
Reorganized Restaurant Chain.

American Restaurant is taking steps to put its business in a
better position in the market.  Magic Advertising will organize
its rebranding, advertising and media buying for the 85 Black
Angus and three Cattle Company restaurants.

Laura Medanich, American Restaurant's Senior Director for
Marketing, tells Andrew F. Hahm at the Business Journal that the
restaurant's makeover will offer an "extremely fresh, more
contemporary look."  She adds, "Most of the restaurants have not
had extensive remodeling since the 1970s.  The plan is to go with
the fresh market perspective, demonstrate its viability and
continue on from there."

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 for chapter 11 protection on Sept. 28, 2004
(Bankr. C.D. Calif. Case No. 04-30732).  Thomas R. Kreller, Esq.,
at Milbank, Tweed, Hadley & Mccloy represents the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy
protection, they listed $77,873,000 in assets and $273,395,000 in
total debts.


ANDRE S. TATIBOUET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Andre S Tatibouet
        3131 Noela Street
        Honolulu, Hawaii 96815

Bankruptcy Case No.: 05-00829

Type of Business: The Debtor owns the Coral Reef Hotel in Hawaii.

Chapter 11 Petition Date: April 5, 2005

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: James A. Wagner, Esq.
                  Wagner Choi & Evers
                  745 Fort Street, Suite 1900
                  Honolulu, Hawaii 96813
                  Tel: (808) 533-1877
                  Fax: (808) 566-6900

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Sterling Savings Bank                      $10,000,000
c/o David Criswell, Esq.
101 Southwest Main Street, #1100
Portland, OR 97204

Chesterfield Mortgage Investor              $3,939,250
c/o Wolfstone Panchot & Bloch
801 Second Avenue, #1500
Seattle, WA 98104

Cendant                                     $3,500,000
c/o Graham and Dunn PC
Pier 70, 2801 Alaskan Way #300
Seattle, WA 98121

AEA Bank                                    $2,500,000
c/o Clyde B. Brooks, Jr.
1505 Westlake Ave North #125
Seattle, WA 98109

James Bickerton, Esq.                       $1,200,000
745 Fort Street, Suite 801
Honolulu, HI 96813

City Bank                                     $675,000
nka Central Pacific Bank
220 S. King Street
Honolulu, HI 96813

Bankers Bank                                  $591,407
7700 Mineral Point Road
Madison, WI 53717

Royal Credit Union                            $500,000
c/o Garvey Anderson Johnson
402 Graham Avenue
Eau Claire, WI 54702

Foster Pepper Shefelman PLLC                  $500,000
Richard Keefe, Esq.
1111 Third Avenue, #3400
Seatlle, WA 98101

Peter Craigie, Esq.                           $400,000
540 Pacific Avenue
San Francisco, CA 94133

Fremont Investment                            $300,000
c/o Quarles & Brady Streich
One South Church Avenue, #1700
Tucson, AZ 85701

Ajay Patel                                    $300,000
c/o Scarff and Wilson, PLLC
3035 Island Crest Way

Erik Kloninger                                $200,000

David T. Pietsch Trust                         $63,000

Deloitte & Touche                              $62,000

Calvert G. Chipchase, III, Esq.                $60,000

First Hawaiian Bank                            $59,791

Lucia Cisternas                                $52,000

Hawaiian Electric Co., Inc.                    $20,846

Aon Risk Services                               $8,084


ARMSTRONG WORLD: Conference with Judge Robreno on April 25
----------------------------------------------------------
Judge Robreno of the U.S. District Court for the District of
Delaware will hold a status and scheduling conference on April 25,
2005, at 10:00 a.m. in Courtroom 11A, United States Courthouse,
601 Market Street, in Philadelphia, Pennsylvania.  That get-
together was originally scheduled for April 11.

The Debtors and other core parties-in-interest will report on the
status of all bankruptcy appeals and motions pending before the
U.S. District Court for the District of Delaware.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 74; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ASHMONT AUTO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ashmont Auto Repair, Inc.
        dba Dorchester Avenue Mutual
        1742-1748 Dorchester Avenue
        Dorchester, Massachusetts 02124

Bankruptcy Case No.: 05-12706

Chapter 11 Petition Date: April 4, 2005

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Leonard Ullian, Esq.
                  The Law Office Of Ullian & Associates
                  220 Forbes Road, Suite 106
                  Braintree, Massachusetts 02184
                  Tel: (781) 848-5980

Total Assets: Unknown

Total Debts:  Unknown

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


ATA AIRLINES: Motion to Reject Orlando Airport Lease Draws Fire
---------------------------------------------------------------
To recall, ATA Airlines, Inc., and its debtor-affiliates sought
the United States Bankruptcy Court for the Southern District of
Indiana's approval to reject an airport lease with the Greater
Orlando Aviation Authority.

                          GOAA Objects

The Greater Orlando Aviation Authority raises certain issues with
respect to ATA Airlines, Inc.'s request to terminate the
January 1, 1996 Airline-Airport Use and Lease Agreement:

(A) The Debtors cannot unilaterally dictate an "effective date
    for rejection."

    The Debtors indicate that the rejection will be effective as
    of the date they tender written notice to GOAA.  Roy S.
    Kobert, Esq., at Broad and Cassel, in Orlando, Florida,
    argues that any Court order should specifically state a
    rejection date.  Otherwise, GOAA would be unable to make
    arrangements to re-let the premises to new tenants and would
    incur additional damages.  The Court in In re Trak Auto
    Corporation, 277 B.R. 655 (Bankr. E.D. Va. 2002) teaches that
    "[w]hen an order is entered by the Court rejecting one of
    debtor's leases, the effective date of rejection provided in
    the order will govern."  Mr. Kobert tells Judge Lorch that
    the issue of rejection does not turn on when the debtor turns
    the keys over to the landlord but is a matter of court
    order.

(B) The Debtors failed to give notice to all parties affected by
    the proposed rejection.

    The Debtors have entered into sublease and handling
    agreements with Alaska Airlines, Inc., and Bahamasair that
    will be terminated upon rejection of the Use & Lease
    Agreement.  Mr. Kobert informs the Court that the subtenants
    would also be required to vacate the premises covered by the
    Lease.

(C) The Debtors failed to address the rejection of the
    accompanying Fuel System Lease Agreement, effective as of
    January 1, 1996, between GOAA and ATA Airlines, and its
    related Joinder Agreements.

    Section 11.1 of the Fuel System Agreement provides that, in
    the event of a default under the Use and Lease Agreement, and
    GOAA exercises its right to terminate the Lease as a result
    of the default, then the Fuel System Agreement will
    terminate, as to the defaulting Lessee, upon the termination
    of the Lease.  Upon termination of the Fuel System Agreement,
    all subleases with respect to the fuel system will terminate.
    The termination of the Fuel System Agreement will, at the
    GOAA's option, terminate all existing subleases applicable to
    the fuel system.

    Section 365(g)(1) of the Bankruptcy Code provides that a
    "debtor's rejection of an executory contract under Section
    365(a) is deemed a prepetition breach."  Although the Debtors
    have stated their intentions to enter into a non-signatory
    airline agreement with GOAA, the Fuel System Agreement,
    Interline Agreement and Access Agreement are a part of
    signatory airline agreements and the attendant benefits are
    not offered to non-signatory airlines at the Orlando
    International Airport, similar to the change in status the
    Debtors wish to achieve.

(D) The Debtors are attempting to end run the requirements of
    Section 365.

    Mr. Kobert contends that the Debtors are selecting the most
    opportune portions of their non-residential lease in the
    guise of a typical rejection procedure, while instantaneously
    executing a new contract with GOAA.  Pursuant to Section 365,
    the Debtors must accept or reject the Use & Lease Agreement
    in its entirety.

GOAA believes that the Debtors do not need the Court's authority
to negotiate a new operating agreement.  GOAA relates that it has
expended its best efforts in negotiating a new operating agreement
with the Debtors to document the final details of exactly what
leasable space the Debtors wish to secure going forward and on
what terms.  If the agreement requires court approval, then the
Debtors may cause a disruption of service to their customers at
the Airport and may not reach the goal of a seamless transition.

GOAA asks Judge Lorch to determine whether Court approval is
required, especially in light of the fact that there is no
existing, executed contract to be approved at the scheduled
hearing, let alone an opportunity to circulate the contract
amongst the Official Committee of Unsecured Creditors or other
interested parties.  GOAA suggests that the Debtors may wish to
seek an adjournment of the rejection hearing to allow the
execution and approval of a limited Space and Use Agreement and
avoid the attendant urgency under which all the parties currently
operate.

GOAA also asks the Court to deny the rejection request until the
Debtors:

   (a) provide adequate notice to all affected parties;

   (b) determine a specific effective date of rejection;

   (c) determine that they do not need authority to negotiate a
       new Operating Agreement; and

   (d) obtain an Order rejecting the Fuel System Agreement,
       Interline Agreement and Access Agreement in addition to
       the Lease.

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)


AVCORP INDUSTRIES: Working Opportunity Holds 18.4% Equity Stake
---------------------------------------------------------------
Avcorp Industries Inc. (TSE.AVP) closed a private placement of
9,635,000 units 3,100,000 of which was subscribed for by insiders
of the Corporation.  Each Unit consists of one common share of the
Company and one share purchase warrant.

Units issued to Insiders consist of one Share and one Warrant.
Two Warrants entitle Insiders the right to purchase one additional
Share at $0.30 for a nine-month period expiring January 4, 2006.

All other placees who are not Insiders have received Units
consisting of one Share and one Warrant. Warrants issued to non-
Insiders entitle the holder the right to purchase one additional
Share at $0.35 per Share for a 12-month period expiring April 4,
2006.

All Shares issued pursuant to this private placement together with
any Shares issuable on the exercise of the Warrants have a hold
period expiring August 5, 2005.  The proceeds of the financing
will be used for general working capital.

One of the investors in the private placement is Working
Opportunity Fund (EVCC) Ltd., managed by GrowthWorks Capital Ltd.,
which acquired 1,200,000 units.  As a result of the private
placement, WOF now owns an aggregate of 10,288,452 Common Shares
of Avcorp, representing approximately 18.4% of the issued and
outstanding Common Shares of Avcorp at the closing of the private
placement.  WOF also holds warrants to purchase 166,666 Common
Shares at a price of $0.50 per Common Share until February 5,
2006, the warrants to purchase 600,000 at a price of $0.30 per
Common Share until January 4, 2006, a 8.75% convertible debenture
in the principal amount of $1,350,000 dated August 18, 2004 and a
secured non-convertible promissory note dated February 27, 2004
for $315,000.

David Levi, President and CEO of Working Opportunity Fund, holds
director's options on behalf of WOF to purchase 150,000 Common
Shares at a price of $0.62 per Common Share until November 20,
2008. WOF has acquired the convertible debenture for investment
purposes only.

Although it is not anticipated at this time, WOF may make further
purchases of securities of Avcorp for investment purposes only.

                   About Working Opportunity Fund

Working Opportunity Fund, one of GrowthWorks(TM) managed funds, is
western Canada's largest venture capital fund with $410 million in
assets and 50,000 shareholders.  The Fund --
http://www.wofund.com/-- has invested in over 80 growth-oriented
companies in British Columbia's emerging sectors, primarily in
information technology, life sciences, advanced manufacturing, and
early stage investing.  GrowthWorks is a registered trademark of
GrowthWorks Capital Ltd.

                       About Avcorp Industries

Avcorp Industries Inc. designs and builds major airframe
structures for some of the world's most respected aircraft
companies, including Bombardier, Boeing and Cessna.  With over 40
years of experience, more than 500 skilled employees and a 300,000
square foot facility near Vancouver, Canada, the company's depth
and breadth of capabilities are unique in the aerospace industry
for a company of its size.  Avcorp is a Canadian public company
traded on the Toronto Stock Exchange.

During 2004, the aerospace industry continued to be affected by
significant uncertainties in the overall economy and the
geopolitical situation.  Also during the year, Avcorp Industries
incurred significant start-up costs as it commenced production for
a new customer.  These factors have affected the Company for 2004
and 2003, resulting in continued losses (2004: $7,656,000; 2003:
$5,134,000).  The Company has a working capital surplus of
$4,573,000 (2003: $3,179,000 working capital deficit) and an
accumulated deficit of $37,149,000 at December 31, 2004 (2003:
$29,493,000).  The losses incurred by the Company and operating
line constraints raise significant uncertainty about the Company's
ability to continue as a going concern.

Subsequent to the year-end, the Company augmented its liquidity by
raising $2,450,000 from the issuance of 9,800,000 common shares at
a price of $0.25 each.

At December 31, 2004, the Company was not in compliance with its
working capital and debt servicing covenants.  The Company has
obtained waivers from its lenders for this non-compliance.


BALLY TOTAL: Amends Credit Agreement & Secures Waiver
-----------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT) has secured an
amendment and waiver to its existing credit agreement with its
revolving credit and term loan lenders.  The amendment provides
the Company with additional covenant flexibility by exempting from
the calculation of various financial covenants certain costs
incurred by Bally Total Fitness in connection with the SEC and
Department of Justice investigations and other matters.  The
amendment also waives certain technical defaults, which generally
relate to delivery of financial information and perfection of
leasehold mortgages.

Under the terms of the First Amendment and Waiver agreement with
its Lenders, Bally must:

    * deliver monthly cash flow reports to the Lenders; and

    * deliver a Revised Business Plan to the Lenders by
      July 1, 2005.

Bally agrees to:

    * limit capital expenditures for 2005 to $50,000,000; and

    * promises that it will not agree to pay more than $10,000,000
      on account of damages, penalties or similar amounts (other
      than from insurance proceeds) in connection with (i) pending
      securities class action lawsuits and related SEC
      investigations, the DOJ Investigation, and any other
      litigation matters disclosed to the Lenders.

The Lenders are considering retaining a financial advisor, and
Bally will pay that advisor's fees and expenses.  The Lenders have
advised Bally that they expect the scope of the financial
advisor's work to be limited to reviewing (i) 2004 financials,
(ii) monthly financials through May 2005, (iii) any restated
financials, and (iv) the Revised Business Plan to be delivered on
or prior to July 1, 2005.  The Lenders expect their financial
advisor will complete its work on or about July 21, 2005.

A full-text copy of the amendment and waiver is available for free
at:


http://www.sec.gov/Archives/edgar/data/770944/000077094405000005/ex10_1-040505.htm

The current 48 members of Bally's lending consortium are:

     * JPMORGAN CHASE BANK, N.A., individually and as Agent
     * ADAR INVESTMENT FUND LTD.
     * ANCHORAGE CROSSOVER CREDIT OFFSHORE MASTER FUND, LTD.
     * AVERY POINT CLO, LTD.
     * BRANT POINT CBO 1999-1 LTD.
     * BRANT POINT II CBO 2000-1 LTD.
     * CASTLE HILL I INGOTS, LTD.
     * CASTLE HILL II INGOTS, LTD.
     * HARBOUR TOWN FUNDING LLC
     * LOAN FUNDING XI LLC
     * RACE POINT CLO, LIMITED
     * RACE POINT II CLO, LIMITED
     * SANKATY HIGH YIELD PARTNERS III, L.P.
     * BLACK DIAMOND OFFSHORE LTD.
     * DOUBLE BLACK DIAMOND OFFSHORE LDC
     * RED FOX FUNDING LLC
     * CANYON CAPITAL CDO 2002-1 LTD.
     * CANYON CAPITAL CLO 2004-1 LTD.
     * CITADEL HILL 2000 LTD.
     * CITADEL HILL 2004 LTD.
     * DEUTSCHE BANK TRUST COMPANY AMERICAS
     * HEALTH AND FITNESS TRUST
     * ALPHAGEN CREDIT FUND
     * GENERAL ELECTRIC CAPITAL CORPORATION
     * HBK MASTER FUND L.P.
     * LOAN FUNDING IV, LLC
     * LOAN FUNDING VII LLC
     * LASALLE BANK NA
     * Q FUNDING III, L.P.
     * PRESIDENT & FELLOWS OF HARVARD COLLEGE
     * REGIMENT CAPITAL, LTD
     * SALOMON BROTHERS ASSET MANAGEMENT INC
     * FIELD POINT I, LTD
     * FIELD POINT II, LTD
     * SEMINOLE FUNDING LLC
     * CELERITY CLO LIMITED
     * C-SQUARED CDO LTD.
     * FIRST 2004-I CLO, LTD.
     * FIRST 2004-II CLO, LTD
     * JEFFERSON-PILOT LIFE INSURANCE COMPANY
     * LOAN FUNDING I LLC,
     * TCW SELECT LOAN FUND, LIMITED
     * TCW SENIOR SECURED LOAN FUND
     * VELOCITY CLO, LTD.
     * U.S. BANK NATIONAL ASSOCIATION
     * WB LOAN FUNDING 2, LLC
     * FOOTHILL INCOME TRUST, L.P. and
     * WELLS FARGO FOOTHILL, LLC

                Accounting Investigation Update

The Audit Committee of the Company's Board of Directors has
completed its previously announced investigation into the
Company's various accounting issues.  The extensive, five-month
investigation was led by former Securities and Exchange Commission
attorney Herbert F. Janick III of Bingham McCutchen LLP, with
forensic audit work conducted by PricewaterhouseCoopers LLP.

In addition to the accounting matters previously disclosed from
the November 2004 interim report, this report includes the final
conclusions on two other accounting issues, as well as an
assessment of responsibility.  The Company has reported the
investigation results to the SEC and continues to fully
cooperate in the ongoing SEC investigation.

                     Accounting Findings

Bally Total Fitness previously announced in November 2004 its
decision to restate financial statements from January 1, 2000,
through the first quarter of 2004, primarily as a result of
errors in its revenue recognition methods as identified in the
interim report of the Audit Committee investigation.  At that
time, Bally said its financial statements and other communications
related to the same periods should not be relied upon.

The recently completed investigation also found errors in the
Company's rationale for and implementation of its deferral of
membership acquisition costs under Bally's prior accounting
method.  The investigation also concluded that the Company took
aggressively optimistic positions on several matters related to
the analysis of the adequacy of the allowance for doubtful
accounts, which were without a reasonable empirical basis.
Given the manner in which the Company intends to restate its
consolidated financial statements, correction of these errors
will not affect the planned presentation of the restated
financial statements.

Currently, the Company is focused on completing the restatement
of its financial statements for the years ended December 31,
2002 and 2003, completing its 2004 financial statements, and
fully supporting its current auditor, KPMG LLP, in the audit of
those statements.  The Company anticipates filing these financial
statements by July 31, 2005.  These financial statements may
require additional adjustments to the Company's previously
issued financial statements.

               Responsibility for Accounting Errors

The Audit Committee's review found multiple accounting errors in
the Company's financial statements and concluded that the
Company's former Chairman and Chief Executive Officer Lee
Hillman (held position from 1996 to 2002) and former Chief
Financial Officer John Dwyer (held position from 1996 to 2004)
were responsible for multiple accounting errors and creating a
culture within the accounting and finance groups that encouraged
aggressive accounting.

The investigation found, among other things, that certain
accounting policies and positions were suggested and implemented
without a reasonable empirical basis and concluded that Mr.
Dwyer made a false and misleading statement to the SEC.  As a
result of the findings, the Company has decided to make no
further payments to Messrs. Hillman and Dwyer under their
severance arrangements and will evaluate its legal options with
respect to these former executives.

Both Messrs. Hillman and Dwyer are certified public accountants,
previously employed by the Company's longtime and now former
auditors, Ernst & Young LLP, and were partners on the engagement
teams that audited Bally's former parent Company for several
years prior to joining the Company.  Mr. Hillman presently serves
as President of Liberation Investment Advisory Group, LLC, as
well as a member of the Board of Directors for RCN Corporation,
Lawson Products Inc., Wyndham Hotels and Resorts, and
HealthSouth Corporation where he serves as chairman of the
Company's audit committee.

The investigation also found improper conduct on the part of the
Company's Vice President and Controller Ted Noncek (from 2001 to
2005) and Vice President and Treasurer Geoff Scheitlin (former
Controller from 1997 to 2001).  As a result, both have been
terminated.  Mr. Noncek has been offered the opportunity to
consult with the Company on a short-term basis in order to
facilitate timely completion of the ongoing audits.

                         Former Auditors

Although the scope of the investigation did not specifically
examine former auditors Ernst & Young, Bally believes that the
firm made several errors in the course of their work. The
Company is currently evaluating its legal options with respect
to Ernst and Young.

               Internal Control Over Financial Reporting

Separately, as a result of the investigation and Bally's efforts
to comply with Section 404 of the Sarbanes-Oxley Act of 2002,
the Company has identified deficiencies in its internal controls
over financial reporting. A number of these deficiencies, either
individually or in the aggregate, constitute material weaknesses
in its internal controls over financial reporting.

These material weaknesses include deficiencies in the Company's
finance and accounting internal control environment,
specifically a lack of acceptable and clearly communicated
policies reflecting management's attitudes towards financial
reporting and the financial reporting function, the lack of a
permanent Chief Financial Officer, ineffective delegation of
authority and responsibility, insufficient instruction to
employees responsible for significant estimates emphasizing the
need to report using accurate and reasonable assumptions and
judgments, and insufficiently experienced and trained staff.
In addition, these material weaknesses include deficiencies in the
controls surrounding the selection and application of accounting
principles, specifically, ineffective policies requiring
contemporaneous documentation of factual support for key
judgments applied within its financial reporting process and the
retention of that documentation in accordance with a formal
document retention policy.

Management, with the oversight of the Audit Committee, has been
addressing all of these issues and is committed to effectively
remediating known material weaknesses as expeditiously as
possible.  Due to the nature of and the time necessary to
effectively remediate each of the material weaknesses identified
to date, the Company expects to conclude that some of these
material weaknesses will not have been effectively remediated by
December 31, 2004.  As a result, the Company believes that KPMG
will not be able to issue an unqualified opinion on the
effectiveness of the Company's internal controls in the
Company's 2004 Annual Report on Form 10-K.

                        About the Company

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada(R) brands. With an
estimated 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Rating Services lowered its ratings on Bally
Total Fitness Holding Corporation, including lowering the
corporate credit rating to 'CCC+' from 'B-'.

At the same time, Standard & Poor's changed its outlook on the
ratings to negative from developing.  Total debt outstanding at
Sept. 30, 2004, was $747.7 million.

"The rating actions are based on the potential for further delays
in the filing of financial statements and on related
uncertainties, in light of Bally's Audit Committee's recent
findings," said Standard & Poor's credit analyst Andy Liu.


BALLY TOTAL: Hosting Investor Conference Call on April 12
---------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT), North
America's leader of health and fitness products and services, will
host a teleconference call for investors and members of the
financial community on Tuesday, April 12, 2005 at 4:00 p.m.,
Central Standard Time.  The purpose of this call will be to
provide investors with a financial and operational update.
In order to participate, dial (877) 209-0397, international
(612) 332-1025, at least 15 minutes before the start of the call
and use ID Code "Bally Total Fitness".  The call will also be
webcast at Bally's Web site at http://www.ballyfitness.com/

An archived version of the call will be available until April 27,
2005.

                        About the Company

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada(R) brands. With an
estimated 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Rating Services lowered its ratings on Bally
Total Fitness Holding Corporation, including lowering the
corporate credit rating to 'CCC+' from 'B-'.

At the same time, Standard & Poor's changed its outlook on the
ratings to negative from developing.  Total debt outstanding at
Sept. 30, 2004, was $747.7 million.

"The rating actions are based on the potential for further delays
in the filing of financial statements and on related
uncertainties, in light of Bally's Audit Committee's recent
findings," said Standard & Poor's credit analyst Andy Liu.


BELDEN & BLAKE: Moody's Junks $192.5M Second Secured Senior Notes
-----------------------------------------------------------------
Moody's downgraded Belden & Blake's senior implied rating from B3
to Caa1 and its note rating from B3 to Caa2.  The outlook is
changed to negative.  The downgrade, which concludes Moody's
review that commenced on December 28, 2004, is a result of Moody's
review of the company's 10-K which confirmed the credit
deterioration through a combination of:

   * a greater than expected reserve revision;

   * poor capital productivity evidenced by drillbit F&D of
     $62.23/boe (excluding revisions) and only replacing 15% of
     production through extensions and discoveries;

   * very high leverage on the proved developed (PD) reserves of
     $7.64/boe;

   * B&B's very high full cycle costs that are unsustainable long-
     term;  and

   * the free cash flow drain from currently out-of-the-money
     hedging that could otherwise be used for debt repayment or
     reinvestment.

The notes are notched down from the senior implied rating due a
combination of:

   * asset deterioration which impacts the coverage for the
     bondholders;

   * the increased use of the credit facilities (including L/C's)
     to support underwater hedging; and

   * the carveouts in the indenture that could permit additional
     secured debt to be layered in ahead of the notes.

The negative outlook reflects the Company's continued challenges
of improving its capital productivity, given the historical
performance of the existing reserve base.  The outlook also
reflects B&B's limited ability to internally improve or enhance
the reserve base or reduce debt in a timely manner without some
type of capital/asset infusion from the shareholders as long as
the underwater hedges limit cash flows.  As long as commodity
prices remain high with lower priced hedging and the cost side
continuing to escalate, margins will continue to get squeezed,
reducing the amount of cash flow available for debt reduction and
/or reinvestment.

A stable outlook would require:

   * a track record of sustained sequential quarterly production
     gains while reducing leverage;

   * significantly improved capital productivity evidenced by F&D
     costs under $15.00/boe while demonstrating that it is
     replacing production with a balance of PD and PUD reserves;

   * the company improves and sustains its PD reserve leverage
     closer to $6.00/boe;  and

   * that production does not decline.

The company's 10-K filing revealed the total net negative
revisions for 2004 were 56.7 bcfe, however the gross negative
revisions were 65.8 bcfe, which represents 18.5% of 2003 year-end
reserves.  Approximately 82% of these gross negative revisions
occurred predominantly in the proved undeveloped category with the
remaining revisions coming from the proved developed category.
Partially offsetting these revisions was a positive revision of
9.2 bcfe related to commodity prices and not related to increased
volumes.

Approximately 21.2 bcfe of the negative revisions were related to
drilling results on some PUD location which revealed lower volumes
than previous engineering projected.  Approximately 19.7 bcfe of
was the result of reclassifying PUD reserves that were more than
direct offset spacing to productive wells, which signals the very
aggressive reserve booking practice of previous management and
another 17.5 bcfe of revisions resulted from increased operating
and development costs which makes those PUDs uneconomical despite
the current commodity price environment which signals the marginal
nature of some of these properties.

These revisions are a continuing trend for B&B as it has had
significant negative revisions in 2001, 2003, and again in 2004.
This volume trends has persisted in spite of several years of very
high natural gas prices.

B&B's full cycle costs for Q4'04 were $38.98/boe ($6.49/mcfe),
which is up from Q3'04 costs of $24.98/boe ($41.6/mcfe).  The rise
in costs is driven by the inclusion of $42.17/boe ($7.11/mcfe)
2004 all-sources F&D, which pushed the company's 3year average
all-sources F&D to $18.06/boe ($3.01/mcfe) inclusive of Trenton
Black River properties in prior years.  The increase also resulted
from e decline in production volumes, pushing the per unit lease
operating expenses (LOE) to $10.61/boe ($1.76/mcfe) from $7.69/boe
($1.28/mcfe) in Q3'04.

However, on a positive note, the company's production base is
fairly durable as evidenced by the PD reserve life of 13.1 years
for Q4'04.  Though the PD reserve life increased due to the fall
in production volumes, it does include the negative impact of the
PD reserve revisions taken at year-end.

The ratings remain restrained by:

   * the company's reserve revision history and challenges of
     growing the reserve and production base beyond its currently
     small scale;

   * the very high leverage on its proved developed reserve base;
     the unsustainable full cycle cost structure;  and

   * the need to demonstrate that the company has access to
     additional capital to help support value for the bondholders.

The ratings are supported by:

   * the comparably durable reserve and production base typical of
     most Appalachian reserves;

   * the ability of the company to maintain production over the
     past year, though Q4'04 production was lower;

   * the cash flow recapture mechanism of the credit facilities
     that ensure some form of debt repayment with excess cash
     flows;  and

   * the current commodity price outlook which helps to some
     degree with cash flow and for asset value support.

Moody's ratings actions for Belden & Blake are:

   * Downgraded to Caa1 from B3 -- B&B's senior implied rating

   * Downgraded to Caa2 from B3 -- B&B's $192.5 million second
     secured senior notes

   * Downgraded to B3 from B2 - $100 million senior secured term
     loan

   * Downgraded to B3 from B2 - $40 million senior secured Letter
     of Credit Facility

   * Downgraded to B3 from B2 - $30 million senior secured
     revolving credit facility

   * Downgraded to Caa2 from Caa1 -- B&B's issuer rating

Though the notes are considered secured, they possess a second
lien on B&B's assets behind the term loan, revolver and the
$40 million L/C facility that supports hedging obligations are
pari-passu and secured by a first lien on all assets.  Moody's
notes that in addition to the L/C facility, half of the revolver
may also be used to support hedging obligations but that any
additional collateral that may be needed beyond the $40 million
L/C facility would be pari-passu with the notes.

The credit facilities are notched up from the senior implied
rating due to their position in the capital structure and the
covenants that govern the credit agreements, particularly the cash
flow recapture mechanism that mandates prepayments from excess
cashflow as well as the regular amortization of the term loan.

The company's new management team comes from another
Carlyle/Riverstone invested company, Legend Natural Gas, which was
acquired in 2004.  This management team has an operating track
record and has already begun to institute changes to attempt to
reduce costs, improve the drilling program and complete a lease
analysis over the entire property base.  However, execution risk
remains an overhang given what has been marginal historical
performance and limited capital available to sustain, let alone
grow the company.

Belden & Blake Corporation is headquartered in North Canton, Ohio.


BILLING SERVICES: S&P Puts Low-B Ratings on Two Bank Loans
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Glenview, Illinois-based Billing Services Group
LLC.

At the same time, Standard & Poor's assigned its 'B+' rating and
'2' recovery rating to the company's proposed $105 million first
lien senior secured bank facility, which will consist of a $10
million revolving credit facility and a $95 million term loan,
both due in 2010.

Standard & Poor's also assigned its 'B-' rating and '5' recovery
rating to the company's proposed $45 million second lien senior
secured term loan, due 2011.  The outlook is negative.

The first-lien senior secured bank loan rating, the same as the
corporate credit rating, along with the recovery rating, reflect
our expectation of substantial recovery (80% to 100%) of principal
by lenders in the event of a default or bankruptcy.  The 'B-'
second lien senior secured bank loan rating, two notches below the
corporate credit rating, along with the '5' recovery rating,
indicate our expectation that the second-lien creditors can expect
negligible (0%-25%) recovery of principal in the event of a
default or bankruptcy.  Proceeds from the bank facilities will be
used to finance a dividend to existing shareholders and to
refinance existing debt.

"The ratings reflect Billing Services' narrow addressed market,
challenges associated with operating in an evolving marketplace,
and high debt leverage," said Standard & Poor's credit analyst Ben
Bubeck.  A dominant position in its addressed niche markets and
solid revenue visibility, given the recurring nature of this
business, are partial offsets.

The outlook is negative, reflecting near- to intermediate-term
risks associated with continuing technology evolution and customer
consolidation within Billing Services' marketplace.  Ratings could
be stabilized over the intermediate term as the company
demonstrates an ability to adapt to this transitional marketplace,
while also using free operating cash flow to pay down debt and
improve its financial profile.

Billing Services is the leading provider of local exchange carrier
(LEC) billing, financial settlement, and related services to
direct-dial, long-distance companies, operator services providers,
information providers, competitive local exchange companies
(CLECs), Internet service providers (ISPs), and integrated
communications services providers in the U.S. Pro forma for the
proposed transaction, Billing Services had approximately $145
million in operating lease-adjusted debt as of December 2004.


CAESARS ENT: Completes $145M South African Casino Interest Sale
---------------------------------------------------------------
Caesars Entertainment Inc. (NYSE: CZR) completed the sale of its
ownership and management interests in Caesars Gauteng, a casino
resort near Johannesburg, South Africa, for approximately
$145 million.  Net after-tax cash proceeds from the sale are
expected to be approximately $100 million, which will be used to
reduce outstanding debt under the company's credit facility.

Under the terms of the transaction, Peermont Global Limited, a
South African luxury hotel and casino company, and its economic
empowerment partner, Marang (East Rand) Gaming Investments,
jointly acquired the 25 percent interest held by Caesars' South
African affiliate in the company that owns Caesars Gauteng.
Peermont also acquired Caesars' 50 percent interest in the company
that manages the South African casino resort.

Caesars Entertainment expects to record a pre-tax gain of
approximately $95 million on the transaction in the first quarter
of 2005.

Situated near the Johannesburg International Airport, Caesars
Gauteng features 276 guest rooms and suites, a casino with 1,640
slot machines and 67 table games, ten restaurants, an award-
winning spa, a 1,000-seat showroom, an indoor roller coaster and
theme park, a unique retail concourse and extensive conference
facilities.  As a result of the transaction, the resort is being
re-branded.

                  About Caesars Entertainment

Caesars Entertainment, Inc. (NYSE: CZR) -- http://www.caesars.com/
-- is one of the world's leading gaming companies.  With $4.2
billion in annual net revenue, 26 properties on three continents,
nearly 26,000 hotel rooms, two million square feet of casino space
and 50,000 employees, the Caesars portfolio is among the strongest
in the industry.  Caesars casino resorts operate under the
Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand
names.  The company has its corporate headquarters in Las Vegas.

The company's Board of Directors in July 2004 accepted an offer
from Harrah's Entertainment, Inc., to acquire the company for
approximately $1.9 billion in cash and 67.7 million shares of
Harrah's common stock.  Shareholders of both companies approved
the merger in separate meetings on March 11.  The transaction is
contingent on approval by federal and state regulatory agencies
and is expected to close in the second quarter of 2005.

                          *     *     *

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-'.


CAPITAL ACQUISTIONS: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Capital Acquistions and Management Corporation
                c/o State and Federal Receiver
                LePetomane Companies
                312 North Clark Street, Suite 2700
                Chicago, Illinois 60611

Involuntary Petition Date: April 4, 2005

Case Number: 05-12554

Chapter: 11

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Petitioners' Counsel: Matthew T. Gensburg, Esq.
                      Sherri Morissette, Esq.
                      Greenberg Traurig, LLP
                      77 West Wacker Drive, Suite 2500
                      Chicago, Illinois 60601
                      Tel: (312) 456-8400

                           -- and --

                      Domenic J. Lupo, Esq.
                      O'Brien & O'Brien
                      55 West Wacker Drive, Suite 801
                      Chicago, Illinois 60601
                      Tel: (312) 899-8390
                      Fax: (312) 899-8350

                           -- and --

                      Amy Alcoke Quackenboss, Esq.
                      Hunton & Williams LLP
                      Bank of America Plaza
                      600 Peachtree Street, Northeast, Suite 4100
                      Atlanta, Georgia 30308
                      Tel: (404) 888-4288

                           -- and --

                      Stephanie Friese, Esq.
                      Friese & Price Law Firm, LLC
                      1100 Spring Street Northwest, Suite 410
                      Atlanta, Georgia 30309
                      Tel: (404) 876-4880

Petitioners: Bayview Loan Servicing, LLC              $1,646,827
             4425 Ponce De Leon Boulevard, 4th Floor
             Coral Gables, Florida 33146
             Attn: Peter LaPointe
             First Vice President

             The TransInvest Group/75 Canton LLC        $999,759
             817 West Peachtree Street, Suite 204
             Atlanta, Georgia 30308
             Attn: Peter Thiele
             Managing Director

             Rushmore Northwoods Business Center, LLC   $163,848
             414 North Orleans $210
             Chicago, Illinois 60610
             Attn: Jenny Hall

             Proficient Data Management, Inc.            $56,475
             80 International Boulevard #C
             Glendale Heights, Illinois 60139
             Attn: Donald McKevitt
             Vice President


CHARTER COMMS: Names Edward Machek Chief Information Officer
------------------------------------------------------------
Charter Communications, Inc. (Nasdaq:CHTR) disclosed the
appointment of Edward Machek as Senior Vice President and Chief
Information Officer.

"Ed is a valuable addition to Charter's senior management team,"
said Wayne Davis, Executive Vice President and Chief Technical
Officer of the Company.  "He has a wealth of experience in
information technologies, specifically in developing and managing
IT infrastructure."

Mr. Machek most recently worked as a consultant for Source
Medical, where he performed an extensive IT review and opportunity
assessment.  He previously served as CIO for eProcessLink,
responsible for development and implementation of computer
networks.  He was COO/CIO of Mortgage Systems International and
Vice President and CIO of Intermedia Communications.  Mr. Machek
was National Director of Operations for Republic Industries/Auto
Nation USA, where he implemented a corporate management
information system and built a corporate data warehouse.  He was
also President of Company Entier, a management consulting firm
focusing on helping companies align the use of technology for
their business objectives.

Mr. Machek spent some 25 years with JM Family Enterprises, where
he was a member of the founding team that built the company into
an $8 billion diversified automotive corporation.  His positions
with JM Family included Group Vice President and Division
President, with responsibility for all IT-related functions,
including system development, operations, disaster recovery, voice
and data communications, and business process reengineering.

Mr. Machek received a B.A. from Beloit College.

                        About the Company

Charter Communications, Inc. -- http://www.charter.com/-- a
broadband communications company, provides a full range of
advanced broadband services to the home, including cable
television on an advanced digital video programming platform via
Charter Digital(TM) and Charter High-Speed(TM) Internet service.
Charter also provides business-to-business video, data and
Internet protocol (IP) solutions through Charter Business(TM).
Advertising sales and production services are sold under the
Charter Media(R) brand.

At Dec. 31, 2004, Charter Communications' balance sheet showed a
$4.4 billion stockholders' deficit, compared to a $175 million
deficit at Dec. 31, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Fitch Ratings assigned a 'CCC+' rating to a proposed offering of
$750 million of convertible senior notes due 2009 issued by
Charter Communications, Inc.  CHTR expects to use the proceeds
from the offering to prefund a portion of interest payments on the
new notes and to refinance CHTR's 5.75% convertible senior notes
due October 2005, of which approximately $588 million remain
outstanding.  The Rating Outlook is Stable.


CINCINNATI BELL: Refinancing Prompts S&P to Lift Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Cincinnati
Bell Inc.'s -- CBI -- $50 million of senior secured debt to 'BB-'
from 'B+'.

The recovery rating was revised to '1' (indicating a high
expectation for full recovery in the event of a payment default)
from '2'.  These ratings were removed from CreditWatch, where they
were placed with positive implications in anticipation of a
refinancing by CBI.

The upgrade of this debt reflects the completion of the
refinancing of Cincinnati Bell's previous $450 million secured
bank facility with new debt financings, including borrowings from
a new $250 million secured revolving credit.  The $50 million
secured notes are pari passu with the revolver.  With this
recapitalization, there is less secured debt at CBI and, given the
over-collateralization, the rating on the $50 million notes has
been raised to the same level as the rating on the revolver.

At the same time, Standard & Poor's affirmed its other existing
ratings on CBI (B+/Negative/--) and subsidiary Cincinnati Bell
Telephone Co. (CBT).  The outlook is negative.

"The ratings reflect Cincinnati, Ohio-based CBI's aggressive
leverage, coupled with prospects for increasing competition faced
by both its incumbent local exchange carrier (ILEC), Cincinnati
Bell Telephone Co. (CBT), and its majority-owned wireless
subsidiary," said Standard & Poor's credit analyst Catherine
Cosentino.  While management is taking steps to mitigate threats
to CBT, which provides the majority of consolidated cash flow,
cable telephony competition poses the potential for both increased
access line losses and pricing pressure at the ILEC.  In addition,
while the overall wireless industry has continued to grow, CBI has
experienced recent wireless subscriber losses.

The company's modest capital spending needs, however, should
enable it to continue to generate sizable free cash flows,
somewhat mitigating the aforementioned challenges.


CITATION CORP: Committee Taps Chanin Capital as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
gave the Official Committee of Unsecured Creditors of Citation
Corporation and its debtor-affiliates permission to employ Chanin
Capital Partners LLP as its financial advisors.

Chanin Capital will:

   a) review and analyze the Debtors' operations, financial
      condition, business plan and strategy, and operating
      forecasts;

   b) analyze any merger, divestiture, joint-venture, or
      investment transactions the Debtors will undertake while
      under chapter 11;

   c) assist the Committee in the determination of an appropriate
      capital structure for the Debtors, in developing,
      evaluating, structuring and negotiating the terms and
      conditions of a plan of reorganization, including the value
      of the securities that may be issued to the Committee under
      any plan; and

   d) provide all other financial and general restructuring
      advisory services to the Committee as necessary in the
      Debtors' chapter 11 cases.

Brent Williams, a Managing Director at Chanin Capital, discloses
that the Firm's compensation consists of a Monthly Advisory Fee of
$85,000.  The Debtors will reimburse Chanin Capital for expenses
and compensation of professionals performing services to the
Committee.

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

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors.  When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.


CLEARLY CANADIAN: Inks BG Capital $3M Private Placement Financing
-----------------------------------------------------------------
Clearly Canadian Beverage Corporation (CNQ:CCBC)(OTCBB:CCBC)
entered into an agreement with BG Capital Group Ltd. pursuant to
which BG Capital has agreed to subscribe for US$1,000,000 of
preferred shares in the capital of Clearly Canadian, and to
convert its previous US$1,000,000 secured loan and demand note
into preferred shares, each at a price of US$1.00 per preferred
share.  The preferred shares to be acquired by BG Capital are
convertible into common shares in the capital of Clearly Canadian.

Pursuant to the terms of the agreement with BG Capital, Clearly
Canadian has agreed to undertake a corporate restructuring, which
will include the consolidation of its common share capital on a
ten old for one new basis, the reduction of the size of its board
of directors to five directors and the appointment of three
nominees of BG Capital to the board of directors, the
implementation of various cost cutting measures and repayment of
certain outstanding debt (some of which repayment amounts Clearly
Canadian anticipates will be reinvested into common shares of
Clearly Canadian) and the adoption of a new stock option plan.
Upon the completion of the transactions with BG Capital, there
will be a resulting change of control of Clearly Canadian in
favour of BG Capital, which will own or control in excess of 60%
of Clearly Canadian.

The completion of the transactions with BG Capital, including the
consolidation of the common shares of Clearly Canadian on a ten
old for one new basis, and the creation of the preferred shares to
be issued to BG Capital, are subject to a number of conditions,
including the approval of the shareholders of Clearly Canadian at
its annual and special meeting of shareholders to be held on
April 29, 2005.

Clearly Canadian has also entered into an agreement with Standard
Securities Capital Corporation to act as underwriter for a bought
deal private placement of US$3,000,000 of common shares of the
Company on a post ten for one consolidated basis, each common
share to be issued at a price of US$1.00.

                        About BG Capital

BG Capital Group is a merchant bank specializing in small to mid-
cap growth opportunities.  Its holdings include 100%, 50% and
largest shareholder positions in numerous public and private
companies throughout the United States and Canada.  BG Capital has
over 20 years of investor relations experience as well as in-depth
marketing and financial management expertise.  It has an
incredible track record of success in identifying promising
enterprises and profitably growing them with an effective hands-on
management style.

                     About Clearly Canadian

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation --
http://www.clearly.ca/-- markets premium alternative beverages
and products, including Clearly Canadian(R) sparkling flavoured
water, Clearly Canadian O+2(R) oxygen enhanced water beverage and
Tre Limone(R) which are distributed in the United States, Canada
and various other countries.

As of Dec. 30, 2004, Clearly Canadian's balance sheet showed a
$3,515,000 stockholders' deficit, compared to $1,125,000 in
positive equity at December 31, 2003.


CORPORATE BACKED: S&P Puts Junk-Rated Certs. on Creditwatch
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications of its ratings on all classes of certificates issued
by Corporate Backed Trust Certificates Series 2001-6 Trust and
Corporate Backed Trust Certificates Series 2001-19 Trust to
developing from positive.

Series 2001-6 and 2001-19 are swap independent synthetic
transactions that are weak-linked to the underlying securities,
Delta Air Lines Inc.'s 8.3% senior unsecured notes due Dec. 15,
2029.  The CreditWatch revisions reflect the March 25, 2005,
revision of the CreditWatch implications on the senior unsecured
debt ratings on Delta Air Lines Inc. to developing from positive.

A copy of the Delta Air Lines Inc. - related research update dated
March 25, 2005, is available on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/


                Creditwatch Implications Revised

    Corporate Backed Trust Certificates Series 2001-6 Trust
$57 million corporate-backed trust certificates series 2001-6

                               Rating
                               ------
             Class       To              From
             -----       --              ----
             A-1         C/Watch Dev     C/Watch Pos
             A-2         C/Watch Dev     C/Watch Pos
             A-3         C/Watch Dev     C/Watch Pos


    Corporate Backed Trust Certificates Series 2001-19 Trust
$27 million corporate-backed trust certificates series 2001-19

                               Rating
                               ------
              Class      To              From
              -----      --              ----
              A-1        C/Watch Dev     C/Watch Pos
              A-2        C/Watch Dev     C/Watch Pos


COVANTA ENERGY: Reports Management's Ownership of Danielson Stock
-----------------------------------------------------------------
Covanta Energy Corporation discloses in a Form 10-K filing with
the Securities and Exchange Commission that its management
beneficially owns shares in its parent company, Danielson Holding
Corporation.

Danielson owns 100% of the issued and outstanding common stock of
Covanta.  As of March 9, 2005, the issued and outstanding capital
stock of Danielson consists of 73,214,836 shares of common stock,
par value $0.10 per share.

                                                No. of Shares of
                                                 Danielson stock
  Name                       Position                Owned
  ----                       --------           ----------------
  Anthony J. Orlando         Pres. & CEO             49,656
  Craig D. Abolt             SVP & CFO               20,690
  John M. Klett              SVP Operations          19,311
  Timothy J. Simpson         SVP & Gen. Counsel      17,242
  Joseph P. Sullivan         Director                88,165
  Scott Whitney              SVP Business Dev.       15,173
  All Executive Officers &
    Directors as a group
    (7 persons)                                     225,410

Covanta's President and Chief Executive Officer, Anthony J.
Orlando, says the beneficial holders have sole voting and
investment power regarding the shares.  The percentage of shares
beneficially owned, however, does not exceed 1% of the outstanding
common stock of Danielson.

Mr. Sullivan's holdings include shares underlying currently
exercisable options to purchase 50,000 shares of Danielson's
common stock at an exercise price of $5.78 per share, and shares
underlying currently exercisable options to purchase 13,333 shares
of Danielson's common stock at an exercise price of $4.26 per
share.

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)


CSPB LLC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: CSPB, LLC
        PO Box 724848
        Atlanta, Georgia 31139-1848

Bankruptcy Case No.: 05-66451

Chapter 11 Petition Date: April 4, 2005

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Joseph J. Burton, Jr., Esq
                  Burton & Armstrong
                  Suite 1750, Two Ravinia Drive
                  Atlanta, Georgia 30346
                  Tel: (404) 892-4144
                  Fax: (404) 892-0390

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sailors Engineering           Trade Debt                  $5,074
Associates, Inc.
1675 Spectrum Drive
Lawrenceville, GA 30043

Paulson Mitchell Inc.         Trade Debt                  $1,838
85-A Mill Street, Suite 200
Roswell, GA 30075

Ozel Stankus Associates       Trade Debt                  $1,951
Architects, Inc.
615 Peachtree Street
Suite 900
Atlanta, GA 30308

Foresite Group                Trade Debt                    $983
3040 Holcomb Bridge, Suite G2
Norcross, GA 30071


CURTIS & MARI: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Curtis James and Mari Ann Masters
         9975 East Spurr Lane
         Prescott Valley, Arizona 86314

Bankruptcy Case No.: 05-05372

Chapter 11 Petition Date: April 4, 2005

Court: District of Arizona (Phoenix)

Judge: Chief Judge Sarah Sharer Curley PCT

Debtor's Counsel: Pernell W. Mcguire, Esq.
                  Aspey Watkins & Diesel, PLLC
                  123 North San Francisco, 3rd Floor
                  Flagstaff, Arizona 86001-5231
                  Tel: (928) 774-1478
                  Fax: (928) 774-8404

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rinker Materials Inc.         Goods & Services           $68,420
PO Box 730197
Dallas, TX 753730197

Meadow Valley                 Goods & Services           $26,796
Contractors, Inc.
PO Box 55533
Phoenix, AZ 850826633

Sun State Rock &              Goods & Services           $11,074
Materials Corporation
PO Box 1340
Sun City, AZ 853721340

Flintstone Industries, Inc.   Goods & Services            $8,892

AT&T Universal                Card Credit card            $8,772
PO Box 6411                   purchases

Robert's Tire Sales Inc.      Goods & Services            $8,688

Leslie Acton                  Goods & Services            $7,599
Acton Towing

Petro Products                Goods & Services            $7,206

Qwest Dex                     Goods & Services            $6,590
c/o Acct. Rcvble. Dept.

Reamax Oil Co. Inc.           Goods & Services            $6,261

Madison Granite, Inc.         Goods & Services            $5,531

Brandts Trucking              Goods & Services            $5,275

Custom Landscape              Goods & Services            $4,744

Richie Trucking               Goods & Services            $4,207

Kalamazoo Materials Inc.      Good & Services             $4,078

Donaldson Trucking Inc.       Goods & Services            $2,715

BDR Transport                 Goods & Services            $2,523

Ross D. Jacobs                Property Taxes              $2,368
Yavapai County Treasurer

Empire Machinery              Goods & Services            $2,366

7 Spur Trucking               Goods & Services            $2,033


DATATEL INC: Moody's Puts Low-B Ratings on Three Loans
------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Datatel
Inc., which provides enterprise resource planning software for the
higher education market.  The company is being acquired by a group
of investors including Thoma Cressey Equity Partners, Trident
Capital, JP Morgan and HarbourVest Partners, as well as company
management and the company's two founders.  The acquisition closed
April 5, 2005.  Datatel had been owned by two founders of the
company, management and an employee stock purchase plan.  The
ratings outlook is stable.

These first time ratings have been assigned to Datatel:

   * Senior implied rating - Ba3

   * $35 million first lien revolving credit facility due 2010 -
     Ba3

   * $90 million first lien term loan due 2011 - Ba3

   * $30 million second lien term loan due 2012 - B2

   * Senior unsecured issuer rating - B3

Proceeds from the financing, combined with $117 million of new
sponsor equity and a $13.6 million of rollover equity, will be
applied towards the approximately $265 million purchase of
Datatel, and to fund transaction fees and expenses and general
corporate purposes.  The company will have a first lien revolving
credit facility up to $35 million that is expected to have
approximately $25 million outstanding at closing.  The ratings are
subject to review of final documentation of the financing
transaction.

The ratings reflect:

   (1) the moderately high EBITDA leverage of approximately 5.2
       times as of March 31, 2005 pro forma the planned financing;

   (2) the small size of Datatel relative to its key competitors
       such as SunGard, and to a lesser extent, Oracle, in the
       enterprise resource planning software sector that is
       targeted at two and four year higher educational
       institutions in the US and Canada;  and

   (3) the limited asset protection from a small base of tangible
       assets.

The ratings also consider:

   (1) Datatel's solid and defensible market position in its
       targeted ERP software market where it has steadily expanded
       its customer base over many years;

   (2) the high revenue and cash flow generation stability and
       visibility as a result of its solid and growing level of
       recurring revenue that derives from software maintenance
       contracts;

   (3) the very high software maintenance renewal rates of
       approximately 98% which reflect Datatel's historical good
       service and execution as well as the mission critical
       nature of ERP software to its customers' activities;

   (4) broad customer diversification where its top twenty
       customers accounted for approximately 12% of total
       maintenance revenues in 2004.

The stable outlook incorporates expectations that the company's
solid market position and the predictability of its profit and
cash flow generation will continue under new ownership, which
should allow it to invest to grow the business and also de-
leverage the balance sheet.

The ratings could be positively influenced to the extent that the
company is able to materially de-leverage through cash flow
generation, sustain profitable organic revenue growth or
materially improve operating margins.  Alternatively, the ratings
could be negatively influenced to the extent the company
materially decreases its financial flexibility or increases
leverage, experiences changes in its competitive position that
results in loss of pricing power or customer retention or suffers
sustained declines in operating margins or cash flow generation.

Pro forma for the financing debt to EBITDA leverage will be
moderately high at approximately 5.2 times as of March 31, 2005,
although expected cash flow generation combined with a very modest
1% annual scheduled amortization on the first lien term loan and a
50% excess cash flow sweep mechanism should reduce leverage to
about 4.0 times by the end of fiscal 2005.  LTM EBITDA to interest
expense coverage will be approximately 3.1 times.  Typical of
software firms, Datatel's business is not capital intensive, with
capital expenditures expected to remain around 2% of revenue.
Working capital however, does exhibit notable seasonality since
the company generally bills customers in the second quarter for
annual fees.  This causes a build up in accounts receivable and
deferred revenues, which are then significantly collected in the
third quarter with revenue recognized when product and services
are delivered.

Given the company's track record and the business critical nature
of the company's products to its broad customer base, Datatel
enjoys a high and increasing level of recurring maintenance
contract revenues (about 56% of total revenue), which provides a
strong base of cash flow predictability.  Additionally, high
renewal rates (estimated at 98%), along with its steady trend of
incremental license signings, provides a growing base off of which
the company earns maintenance revenue with that percent increasing
steadily over the last decade from about 39% to 56% of total
revenue.

Datatel Inc., which is the primary operating entity, will be the
borrower under all three facilities.  All obligations will be
guaranteed by the borrower's domestic and foreign subsidiaries,
and will be secured by first priority security interests and
second priority interests, respectively, in:

   (1) substantially assets of the borrower, subsidiary guarantors
       and the holding company;

   (2) 100% of the capital stock of the borrower and domestic
       subsidiaries;  and

   (3) 65% of the voting capital stock of foreign subsidiaries.

Given the service oriented contract nature of Datatel's software
business, tangible asset coverage is minimal, with approximately
$10 million of net property, plant and equipment, and
approximately $296 million of intangible assets and goodwill.
Moody's notes that the first lien debt could be increased by
$20 million without the consent of the second lien notes.
Notching on the second lien note reflects its effective junior
position in the capital structure and the de minimus capital
underneath it.

Datatel Inc., headquartered in Fairfax, Virginia, is a leading
provider of enterprise applications software for the higher
education market.  The company had revenues and EBITDA of
$95.6 million and $26.8 million, respectively, in FY2004.


DATATEL INC: S&P Puts Low-B Ratings on Two Proposed Loans
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Fairfax, Virginia-based Datatel, Inc.

At the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating, with a '3' recovery rating, to the company's
proposed $35 million, first-lien revolving credit facility (due
2010), and $90 million first lien term loan (due 2011).

Standard & Poor's also assigned its 'B-' senior secured debt
rating, with a '5' recovery rating, to the company's proposed $30
million second lien term loan (due 2011).  The outlook is stable.

"The 'B+' rating on the first lien senior secured debt is the same
as the corporate credit rating, and the '3' recovery rating
indicates that first lien senior secured creditors can expect
meaningful (50%-80%) recovery of principal in the event of a
default," said Standard & Poor's credit analyst Joshua Davis.  The
'B-' rating on the second lien senior secured debt is two notches
below the corporate credit rating, and the '5' recovery rating
indicates that second lien senior secured creditors can expect
negligible (0%-25%) recovery of principal in the event of
bankruptcy.  Proceeds from the bank financing are to be used to
acquire the company in a leveraged transaction.

Datatel provides enterprise resource planning (ERP) software
products tailored to higher education institutions.  The company's
suite of ERP software modules includes solutions for student
administration, financial aid, finance, human resources and
fundraising.  Datatel's software products are used by more than
650 institutions, including two-year and four-year colleges and
specialty schools.

The ratings on Datatel reflect a narrow product focus, modest
overall cash flow generation and somewhat high financial leverage.
These factors are partially offset by a solid business position in
a niche market, a significant base of recurring revenues, solid
profit margins and modest but reliable free cash flow.


DIRECTV HOLDINGS: S&P Puts BB Rating on $2.5 Billion Sr. Sec. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and '3' recovery rating to the proposed $2.5 billion senior
secured credit facility of satellite direct-to-home -- DTH -- TV
operator DIRECTV Holdings LLC.

The '3'recovery rating indicates expectations for meaningful (50%-
80%) recovery of principal in the event of a payment default.

Ratings on the company and parent The DIRECTV Group Inc.
(BB/Stable/--) were affirmed.  Both entities are analyzed on a
consolidated basis.  The outlook is stable.  The rating on the
existing credit facility will be withdrawn after the new facility
closes.

Gross proceeds of the proposed loan totaling $2 billion, plus $531
million in parent company cash equity, will be used to refinance
the existing $1 billion credit facility, to redeem $490 million of
the existing 8.375% senior notes, to repay the $875 million parent
company term loan, and for premiums, fees, and cash.  The
refinancing will relax credit facility financial covenants and
extend bank maturities.

However, the transactions increase consolidated debt by about 20%,
raising the debt to EBITDA ratio to the upper 3x area from the low
3x area (based on 2004 results of the U.S. and Latin American DTH
businesses, pro forma for a full year of results from subscribers
of rural affiliates purchased in the second half of 2004).

"Ratings on DIRECTV continue to reflect aggressive subscriber
growth and retention efforts in the intensely competitive pay-TV
industry, elevated satellite capital expenditures needed to
support growth initiatives, and substantial spending on high-
profile sports programming," said Standard & Poor's credit analyst
Eric Geil.  "These factors are responsible for reduced EBITDA and
negative discretionary cash flow, which, together with a rising
potential for share repurchases, are weighing on the financial
profile.

Tempering factors include strong subscriber growth, scale
advantages from the company's position as the second-largest
multichannel TV provider, potential for sizable free cash flow as
the business matures, and operating benefits from News Corp.'s 34%
controlling ownership stake."


DELTA AIR: March 2005 System Traffic Up 14.4% from Last Year
------------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for March
2005. System traffic for March 2005 increased 14.4 percent from
March 2004 on a capacity increase of 7.8 percent.  Delta's system
load factor was 80.1 percent in March 2005, up 4.6 points from the
same period last year.

Domestic traffic in March 2005 increased 11.9 percent year over
year, while capacity increased 4.2 percent.  Domestic load factor
in March 2005 was 79.8 percent, up 5.6 points from the same period
a year ago. International traffic in March 2005 increased 23.7
percent year over year on a 23.1 percent increase in capacity.
International load factor was 81.4 percent, up 0.3 points from
March 2004.

During March 2005, Delta operated its schedule at a 97.7 percent
completion rate, compared to 99.4 percent in March 2004.  Delta
boarded 10,390,523 passengers during the month of March 2005, an
increase of 10.2 percent from March 2004.

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

                         *     *     *

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

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


ENRON CORP: Inks Pact with Oregon Electric to Terminate PGE Sale
----------------------------------------------------------------
Enron Corp. reached an agreement with Oregon Electric Utility
Company, LLC, a company backed by Texas Pacific Group, to
terminate the sale agreement for Portland General Electric Company
-- PGE -- following the Oregon Public Utility Commission's denial
of Oregon Electric's application to buy the utility.  Enron
intends to move forward with plans to issue PGE common stock to
creditors in accordance with Enron's approved bankruptcy plan.

As part of this process, current PGE common stock would be
cancelled and new common stock would be issued.  Initially, at
least 30 percent of the new PGE common stock would be issued to
creditors, with the remainder held in a reserve and released to
creditors determined to hold allowed claims in accordance with
Enron's bankruptcy plan.

The initial issuance of PGE common stock is not expected to
commence until April 2006, but could begin as soon as October
2005.  Enron and PGE intend to apply for a listing of the new PGE
stock on a national securities exchange such as the NYSE or
Nasdaq.  Once the PGE common stock is issued, owners who are not
affiliates of PGE will then be able to sell it in the open market.

"We are moving forward with this plan because we believe it
maximizes value to Enron's creditors and will help put an end to
the uncertainty surrounding the utility's ownership," said Stephen
Cooper, Enron's interim CEO and chief restructuring officer.  "The
PGE management team and I are confident that PGE will continue to
operate successfully as a publicly-traded entity."

Mr. Cooper added, "It is clear that recent expansions by PGE,
including the highly-efficient power plant being built at Port
Westward, add to the utility's value.  In addition, a number of
the issues negatively affecting PGE have been resolved, providing
a clearer path forward for PGE."

Pursuant to the Enron bankruptcy plan that was approved by the
Bankruptcy Court and which became effective on November 17, 2004,
Enron's Board of Directors will oversee the process of issuing
common stock to Enron creditors.  Any issuance of new PGE common
stock is subject to certain conditions and regulatory approvals
such as approval by the Oregon Public Utility Commission and the
U.S. Securities and Exchange Commission.

Peggy Fowler, CEO and President of PGE, said, "This is a good plan
for PGE's customers, employees and community.  As we move forward
with plans to make PGE a publicly-traded utility headquartered in
Oregon, our focus remains on delivering safe, reliable power and
providing top-notch customer service at a reasonable cost."

In accordance with its ongoing efforts to maximize the value of
the estate, Enron will continue to consider credible offers to
purchase Enron's common stock in PGE.

                  About Portland General Electric

Headquartered in Portland, Oregon, Portland General Electric
Company -- http://www.PortlandGeneral.com/-- is a fully
integrated electric utility that serves more than 765,000
residential, commercial and industrial customers in Oregon.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004.  Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.


ENTERTAINMENT INT'L: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Entertainment International, Inc.
        dba Paradise Showclub
        fdba The Penthouse Club
        939 Keaumoku Street
        Honolulu, Hawaii 96814

Bankruptcy Case No.: 05-00833

Chapter 11 Petition Date: April 6, 2005

Court: District of Hawaii (Honolulu)

Debtor's Counsel: Donald L. Spafford, Jr., Esq.
                  Law Office of Donald L. Spafford, Jr.
                  Pan Am Building, Suite 516 1600
                  Kapiolani Boulevard
                  Honolulu, Hawaii 96814
                  Tel: (808) 955-3233

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Henry Chung & Company            Lease rent             $125,000
1188 Bishop Street, Suite 1205
Honolulu, HI 96813

Kazama, Wallace K.               Indemnity claim        $125,000
98-128 Aiea Heights Drive,
Suite 605
Aiea, HI 96701

Chriscamp, Inc.                  Indemnity claim        $125,000
99-128 Aiea Heights Drive,
Suite 605
Aiea, HI 96701

Kazama, Katsumi                  Indemnity claim        $125,000
98-128 Aiea Heights Drive,
Suite 605
Aiea, HI 96701

AICCO, Inc.                      Insurance financing     $16,300

Hawaiian Electric                Electric charges        $16,000
Co. Inc.

Hospitality Management           Equipment/              $11,000
Systems                          software

This Week Publications           Advertising              $7,300

HMAA                             Medical insurance        $4,500

Paradies Media Group LLC         Advertising              $2,500

Dish Network                     Equipment/               $1,500
                                 services

Kapiolani Medical Center         Medical expense            $800

The KNG Group LLC                Tax/accounting             $500

Satellites & Communications      Equipment repair           $500

Verizon Hawaii                   Telephone                  $400

Oceanic Time Warner Cable        Cable/internet             $320

ATT                              Telephone                  $300

McInerny Transportation          Limousine services         $250
Company, Inc.

The Emergency Group Inc.         Medical expense            $200


FEDDERS CORP: Delays Form 10-K Filing to Complete Financial Audit
-----------------------------------------------------------------
Fedders Corporation will delay the filing of its Annual Report
under Form 10-K with the Securities and Exchange Commission since
the audit of its consolidated 2004 financial statements and the
audit of the results of the four-month stub period ended Dec. 31,
2003, is not yet complete.  The audits, which include additional
procedures for completion of the full-year audit, were primarily a
result of the change in the Company's fiscal year end from August
to December in October 2003.

The company previously reported that it requested an extension of
the filing date from March 16, 2005, to March 31, 2005.  The
company said it cannot, at this time, provide a specific date for
the completion of the audited financial statements and the filing
of the Form 10-K.

Robert L. Laurent, Jr., Fedders' chief financial officer,
commented that, "the company's accounting staff has been working
diligently to complete both the annual financial statements and
the procedures required by Sarbanes-Oxley Section 404.  The delay
in completion of the financial statements and the audit is
primarily the result of auditing two periods, a stub period and
the full year, plus additional procedures for the full-year audit
and 404 requirements."

The company previously reported a net loss of $15.6 million
through the nine months ended September 30, 2004 compared to net
income for the same period of 2003 of $15.5 million.  Sales for
the nine months of 2004 compared to the nine months of 2003 showed
a decline of $22.2 million. Sales declined as a result of much
cooler than normal summer weather in key North American markets.
Net income was adversely affected by retirement of debt, higher
component and raw material costs due to increases in commodity
prices, a reduction in the value added tax (VAT) rebate on goods
produced in China for export and unabsorbed manufacturing costs
associated with the transition of production from several U.S.
factories to China.  Because the company's business is seasonal
and, as a result, the company typically reports a loss in the
second half of its fiscal year, the company anticipates the trends
reflected above will affect full year comparisons as well.

                       About Fedders Corp.

Fedders Corporation manufactures and markets worldwide air
treatment products, including air conditioners, air cleaners, gas
furnaces, dehumidifiers and humidifiers and thermal technology
products.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2005,
Standard & Poor's Ratings Services lowered its ratings on air
treatment products manufacturer Fedders Corp., and Fedders North
America, Inc., including its corporate credit ratings to 'CCC'
from 'CCC+' following the company's announcement that it will
delay filing its Form 10-K for the fiscal year ended Dec. 31,
2004.  The delay was necessary because Fedders was unable to
complete its financial statements, including preparing supporting
documentation and providing this information to its auditors.


FEDERAL-MOGUL: Names Jean Brunol Senior Vice President
------------------------------------------------------
President and Chief Executive Officer Jose Maria Alapont disclosed
the appointment of Jean Brunol as senior vice president, business
and operations strategy and a member of the Strategy Board for
Federal-Mogul Corporation (OTCBB:FDMLQ), effective May 2, 2005.
Mr. Brunol will be responsible for corporate development of
business and global growth strategies.

"Mr. Brunol brings to Federal-Mogul close to 30 years of
international leadership, strong customer relationships and
business development experience, his vast knowledge of technology
and world markets will fully support the future of Federal-Mogul
and our global profitable growth strategy," said Mr. Alapont.

Most recently Mr. Brunol was senior vice president, product and
business strategy, international operations at Iveco -- the
commercial vehicle company of the Fiat Group.

Previously, Mr. Brunol was business partner and executive advisor
for private equity funds and independent companies.  He joined
Thomson in 2000, and served as president of tube operations until
2002. Between 1997 and 2000, Mr. Brunol was CEO of SAFT, ALCATEL
Battery & Power Systems Company.

Mr. Brunol joined Valeo Automotive Systems in 1992.  Between 1992
and 1997, he served as product director, transmissions and then
executive vice president, electronics.

Mr. Brunol began his career at Thomson where he served in several
leadership positions from 1981 to 1992, including general manager,
x-ray tubes and detectors; strategic planning director,
aeronautics; chief operating officer, air defense systems; and
business development director, automotive electronics.

From 1976 to 1981 Mr. Brunol was at the National Scientific
Research Center - CNRS, where he prepared a state doctorate in
physics and thereafter became a group research manager.  He
graduated from L'Ecole Normale Superieure, and earned a master's
in optical sciences from Orsay University in Paris, France, and a
business administration degree from CRC Paris France.

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: Wants Until Aug. 1 to Make Lease-Related Decisions
-----------------------------------------------------------------
To preserve the maximum amount of flexibility in restructuring
their business, Federal-Mogul Corporation and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware  to extend the time within which they may elect to
assume, assume and assign, or reject non-residential real property
leases through and including August 1, 2005, pursuant to Section
365(d)(4) of the Bankruptcy Code.

Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, reminds the
Court that the Real Property Leases relate to numerous facilities
integral to the Debtors' ongoing business operations.  While the
Debtors' management has largely completed the process of
evaluating each of the Real Property Leases for their economic
desirability and compatibility with the Debtors' long-term
strategic business plan, certain Real Property Leases continue to
be evaluated.  The Debtors have also rejected a number of
economically improvident Real Property Leases.

Ms. McFarland assures the Court that lessors under the Real
Property Leases will not be prejudiced as a result of the
requested extension.  Pending their election to assume or reject
the Real Property Leases, the Debtors will perform all of their
postpetition obligations in a timely fashion as required by the
Bankruptcy Code.

Judge Lyons will convene a hearing on April 12, 2005, at 10:00
a.m. (prevailing Eastern time) to consider the Debtors' request.
By application of Del.Bankr.LR 9006-2, the Debtors' lease
decision deadline is automatically extended until the conclusion
of that hearing.

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)


FRIEDMAN'S: Wants Until Feb. 2006 to File Plan of Reorganization
----------------------------------------------------------------
Friedman's Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Georgia, Savannah Division, for
an extension of their exclusive period to file and solicit
acceptances of a plan of reorganization.  The Debtors want their
exclusive period to file a plan extended into February 2006 and
want their exclusive solicitation period extended into May 2006.

The Debtors explain to the Court that they need to focus their
energy on operating their businesses right now.  Friedman's says
it will need to see the results of the 2005 holiday season before
it can formulate a viable plan.  The Debtors also need to create a
stable environment that will maximize opportunity for vendors to
ship desirable inventory on appropriate terms.

Without the extension, the Debtors argue, management and vendors'
attention will be diverted away from the holiday marketing which
can undermine the goal of maximizing the enterprise value of the
Debtors.

Headquartered in Savannah, Georgia, Friedman's Inc. --
http://www.friedmans.com/-- is the parent company of a group of
companies that operate fine jewelry stores located in strip
centers and regional malls in the southeastern United States.  The
Company and its affiliates filed for chapter 11 protection on
Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  John W.
Butler, Jr., Esq., George N. Panagakis, Esq., Timothy P. Olson,
Esq., and Alexa N. Paliwal, 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 $395,897,000 in total assets and $215,751,000 in total
debts.


GAP INC: Moody's Upgrades Long Term Debt Ratings to Baa3 from Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the long-term debt ratings of
Gap Inc. based on Gap Inc.'s:

   -- sustained improvement in operating performance and cash
      flow generation,

   -- very solid credit metrics after converting $1.37 billion in
      debt to equity,

   -- management which demonstrated commitment to conservative
      financial policies, and

   -- expected measured approach to both returning cash to
      shareholders and top line sales growth.

The rating outlook is positive. This rating action concludes the
review for possible upgrade announced on January 21, 2005.

The Baa3 senior unsecured rating reflects Gap Inc.'s strong
liquidity, healthy free cash flow, solid credit metrics,
management's demonstrated commitment to conservative financial
policies and the company's strong corporate governance.  In
addition, the ratings reflect the management team's disciplined
approach to operations which allowed it to maintain its margins,
generate solid free cash flow, and improve its inventory turnover
despite softer than expected sales during FY 2004.  The rating is
also supported by its dominant brand names and solid asset base.
The ratings are constrained by the recent softness in comparable
store sales and the weakness in top line sales in the
international division.  The rating is also constrained by the
dynamics of the specialty apparel industry which is subject to
significant fashion risk, intense competition, and volatility.

For the fiscal year ended January 29, 2005 sales increased 2.6% to
$16.3 billion.  EBITDA and EBITDA margin were $2.6 billion and 16%
respectively.  Free cash flow(operating cash flow less capital
expenditures and dividends) for the fiscal year ended
January 29, 2005 was $1.1 billion.  Proforma for the redemption of
the $1.37 billion in convertibles Gap Inc. adjusted debt/EBITDAR
was 2.3x.and free cash flow to adjusted debt was 13%.

In addition, the Baa3 rating reflects Moody's expectation that Gap
Inc. will continue to maintain very strong liquidity via an on
balance sheet liquidity reserve, solid free cash flow generation,
and its $750 million revolving credit facility.  The new rating
level also assumes that Gap Inc. will focus on organic growth and
continue to return cash to shareholders via share buybacks from
free cash flow and increased dividend levels to be in line with
its peers.

The outlook is positive reflecting Moody's expectation that Gap
Inc. will continue to improve its operating performance and cash
generation, as well as the company's credit metrics which are
strong for the rating category.  In order for ratings to be
upgraded, Gap Inc. needs to demonstrate a track record of at least
modestly positive same store sales growth and stabilization of its
weaker sales level in its international division, in conjunction
with EBIT margins above 11% and free cash flow to adjusted debt
above 10%.  Given the dynamics of the specialty apparel industry
which is subject to significant fashion risk, intense competition,
and volatility; it is unlikely that the ratings will improve more
than two notches.

Given the recent upgrade, a downgrade is currently unlikely;
however, the outlook could be stabilized should EBIT margins fall
below 10%.  Ratings could be downgraded should the company's
operating performance significantly deteriorate causing EBIT
margins to fall below 8% or free cash flow to fall below $850
million.  Ratings could also be downgraded should the company
aggressively increase leverage to spend on capital expenditures,
acquisitions, or share repurchases.

These ratings are upgraded:

For Gap Inc.:

   * Senior unsecured notes to Baa3 from Ba1;

For Gap (Japan) K.K.:

   * Senior unsecured notes guaranteed by Gap Inc. to Baa3
     from Ba1.

These ratings are upgraded and will be withdrawn:

   * Senior implied to Baa3 from Ba1;
   * Issuer rating to Baa3 from Ba1.

These ratings are withdrawn:

For Gap Inc.:

   * Convertible Global Notes of Ba1,
   * Speculative grade liquidity rating of SGL-1.

Headquartered in San Francisco, Gap Inc. operates 2,994 stores
internationally under the Gap, Old Navy, and Banana Republic
brands. Gap Inc. had annual revenues of approximately
$16.3 billion in the year ended January 29, 2005.


GENESIS HEALTHCARE: S&P Puts B- Rating on $180 Mil. Sr. Sub. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Genesis HealthCare Corporation's $180 million of convertible
senior subordinated debentures, issued under rule 144A and due
2025.  At the same time, the 'B+' corporate credit rating and 'B-'
subordinated debt ratings on Genesis HealthCare were affirmed.

The proceeds of the senior subordinated debentures were used to
repay about $120 million remaining on the company's term loan B
and fund $20 million of share repurchases.  The remainder will be
used for general corporate purposes.  The outlook is positive.
Genesis, a skilled nursing facility operator based in Kennett
Square, Pa., had about $378 million of debt outstanding as of Dec.
31, 2004.

"The speculative-grade ratings on Genesis HealthCare reflect the
risks it faces as a sizable participant in an industry that
suffers from a volatile reimbursement environment and significant
insurance costs," said Standard & Poor's credit analyst David
Peknay.  "These negative factors are offset by the geographical
dispersion of its facilities--more than 200 nursing homes and
assisted-living centers located in 12 eastern states."  Since its
December 2003 separation from the institutional pharmacy company
NeighborCare Inc., Genesis HealthCare has addressed industry
challenges by making selective portfolio changes, expanding key
clinical programs (such as those for Alzheimer's and orthopedic
rehabilitation patients), increasing reimbursement levels by
growing patient acuity, and targeting investment in operating
systems to increase efficiency.

Although a large percentage of the company's total beds are
located in only four states, Genesis HealthCare derives operating
benefits from these facility concentrations.  Moreover, occupancy
and Medicaid trends in those states have been favorable; Genesis'
overall occupancy rate of 90% has remained strong.

The company's improved operating performance and credit protection
measures reflect the success of its initiatives.  From December
2003 to December 2004, Genesis' operating margin increased to 9.7%
from 8.9%, and total debt fell to $378 million from $462 million.
Lease-adjusted debt to EBITDA had also fallen, to 3.6x as of
December 2004 from 3.9x in September 2004.  However, this will
increase to about 4.0x with the additional debt from the new
convertible debentures.

Despite the company's progress, the nursing home industry
continues to face significant challenges, particularly in the area
of government reimbursement.  Genesis derives about 75% of its
revenues from government sources, and though reimbursement trends
have been favorable, they are still volatile.  Medicare rates were
cut in the late 1990s and again in 2002, and in the latter
instance, Genesis' revenue fell by $26 million.

Although Medicare inpatient reimbursement rates increased 2.8% in
2005, they could decline again in 2006 if changes to the system
determining payments to nursing homes are implemented.  In a
worst-case scenario --a $30 per day reduction in Medicare Part A
inpatient reimbursement-- Standard & Poor's estimates that the
company would lose $30 million in revenue reduction, however, the
company could retain its current rating.


GEORGIA BUILDING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Georgia Building Supply, Inc.
        PO Box 846
        Americus, Georgia 31709

Bankruptcy Case No.: 05-10724

Chapter 11 Petition Date: April 4, 2005

Court: Middle District of Georgia (Albany)

Judge: John T. Laney, III

Debtor's Counsel: Robert L. Kraselsky, Esq.
                  PO Box 71702
                  Albany, Georgia 31708-1702

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Moore Handley, Inc.                            $46,891
Post Office Box 114074
Birmingham, Alabama
35246-0587

MW Manufacturing                               $21,600
Post Office Box 559
433 N. Main Street
Rocky Mount, VA
24151-0559


Wholesale Wood Products, Inc.                  $12,357
Post Office Box 830674
Birmingham, AL
35283-0674

Coast To Coast                                 $10,860

Lafarge North America                           $9,078

Sumter County Tax Commissioner                  $8,793

Activant                                        $8,012

Ryder Transportation                            $7,194

Benjamin Moore Paints                           $5,414

Huttig Building Products                        $4,917

City Of Americus                                $4,228

Macon County Tax Commissioner                   $3,476

Double A Concrete                               $3,461

Quikrete                                        $3,238

Hillman Fastners                                $2,670

Bankers Leasing                                 $1,819

Harts On Camilla                                $1,500

Bellsouth Advertising                           $1,500

Engineering & Equipment Co.                     $1,053

TLC Doors & Trim                                  $750


GMAC MORTGAGE: Fitch Upgrades Low-B Ratings of 3 Mortgage Classes
-----------------------------------------------------------------
Fitch Ratings has taken action on GMAC Mortgage Corp. Home Equity
Issues:

   Series 2002-J2

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AAA';
      -- Class M-2 affirmed at 'AAA';
      -- Class M-3 upgraded to 'AAA' from 'AA';
      -- Class B-1 upgraded to 'AA' from 'A';
      -- Class B-2 upgraded to 'BBB+' from 'BBB'.

   Series 2002-J4

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AAA';
      -- Class M-2 affirmed at 'AAA';
      -- Class M-3 upgraded to 'AAA' from 'AA+';
      -- Class B-1 upgraded to 'AA' from 'A+';
      -- Class B-2 affirmed at 'BBB'.

   Series 2002-J6

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AAA';
      -- Class M-2 affirmed at 'AAA';
      -- Class M-3 upgraded to 'AA+' from 'AA';
      -- Class B-1 upgraded to 'AA-'from 'A';
      -- Class B-2 affirmed at 'BBB-'.

   Series 2002-J7

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AAA';
      -- Class M-2 upgraded to 'AAA' from 'AA';
      -- Class M-3 upgraded to 'AA' from 'A';
      -- Class B-1 upgraded to 'A' from 'BBB';
      -- Class B-2 upgraded to 'BBB' from 'BB+'.

   Series 2003-J1

      -- Class A affirmed at 'AAA';
      -- Class M-1 upgraded to 'AAA' from 'AA';
      -- Class M-2 upgraded to 'AA' from 'A';
      -- Class M-3 upgraded to 'A' from 'BBB';
      -- Class B-1 upgraded to 'BBB' from 'BB';
      -- Class B-2 upgraded to 'BB' from 'B'.

All of the mortgage loans in the aforementioned transactions
consist of 15- and 30-year fixed-rate mortgages extended to prime
borrowers and are secured by first liens on one- to four-family
residential properties.

The upgrades reflect a substantial increase in credit enhancement
-- CE -- relative to future loss expectations and affect
$19,180,572 of outstanding certificates.  The affirmations' CE and
deal performance are in line with expectations and affect
$326,933,982 of outstanding certificates.

The CE levels for series 2002-J2 classes M-3, B-1, and B-2 have
increased by more than 9 times the original CE levels at the
closing date March 27, 2002.  Class M-3 currently benefits from
5.37% subordination (originally 0.55%), class B-1 currently
benefits from 3.42% subordination (originally 0.35%), and class B-
2 currently benefits from 1.95% subordination (originally 0.2%).
There is currently 10% of the original collateral remaining in the
pool.

The CE for series 2002-J4 classes M-3 and B-1 has increased by
more than 10x original CE levels at the closing May 30, 2002.
Class M-3 currently benefits from 5.60% subordination (originally
0.55%), and class B-1 currently benefits from 3.56% subordination
(originally 0.35%).  There is currently 10% of the original
collateral remaining in the pool.

The CE for series 2002-J6 classes M-3 and B-1 has increased by
more than 9x original CE levels at the closing date Sept. 26,
2002.  Class M-3 benefits from 5.31% subordination (originally
0.55%), and class B-1 benefits from 3.38% subordination
(originally 0.35%).  There is currently 10.04% of the original
collateral remaining in the pool.

The CE for series 2002-J7 classes M-2, M-3, B-1, and B-2 has
increased by more than 6x original CE levels at the closing date
Nov. 29, 2002.  Class M-2 currently benefits from 5.43%
subordination (originally 0.9%), class M-3 currently benefits from
3.33% subordination (originally 0.55%), class B-1 currently
benefits from 2.12% (originally 0.35%), and class B-2 currently
benefits from 1.22% subordination (originally 0.2%).  There is
currently 16.09% of the original collateral remaining in the pool

The CE for series 2003-J1 classes M-1, M-2, M-3, B-1, and B-2 has
increased by more than 3x original CE levels at the closing date
Feb. 27, 2003.  Class M-1 currently benefits from 1.99%
subordination (originally 0.65%), class M-2 currently benefits
from 1.38% subordination (originally 0.45%), class M-3 currently
benefits from 0.92% subordination (originally 0.30%), class B-1
currently benefits from 0.61% (originally 0.20%), and class B-2
currently benefits from 0.31% subordination (originally 0.10%).
There is currently 29.40% of the original collateral remaining in
the pool.

Fitch will continue to closely monitor these deals.

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


HAWAIIAN AIRLINES: Paul Boghosian Indicted on Bankruptcy Fraud
--------------------------------------------------------------
As previously reported, Paul Boghosian, head of Hawaiian
Investment Partners Group, was arrested and charged with
conspiracy to commit bankruptcy fraud and commercial bribery in
Hawaiian Airlines, Inc.'s bankruptcy proceeding.  Mr. Boghosian
was arrested in March after allegedly trying to bribe an F.B.I.
agent with $500,000 to pose as a hedge fund manager backing a
$2.5 million loan.  A grand jury returned an indictment against
Mr. Boghosian this week.

A separate indictment was handed down against William Spencer for
his role in the alleged bribery scheme.

Mr. Boghosian, 50, lives in St. Louis, Missouri.  Mr. Spencer, 74,
resides in Concord, California.  The two defendants face minimum
five-year prison terms.

A federal grand jury in Manhattan returned the indictments.  The
United States Attorney for the Southern District of New York
charges that or about February 21, 2005, an FBI undercover agent
and Mr. Boghosian met in Manhattan.  A summary of the United
States Attorney's Complaint distributed shortly before Mr.
Boshosian's arrest is available at no charge at:

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

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.  The Bankruptcy Court confirmed
Chapter 11 Trustee Joshua Gotham's Plan of Reorganization on March
10, 2005.


HLI OPERATING: S&P Puts B Rating on $150MM Second-Lien Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior secured
rating and '5' recovery rating to HLI Operating Company Inc.'s
proposed $150 million second-lien term loan, indicating the
likelihood of marginal to negligible recovery of principal (25% or
less) in the event of a default.

At the same time, the rating of HLI's senior unsecured notes was
lowered to 'B' from 'B+' because of the increase in higher-ranking
secured debt in the company's capital structure.

The 'BB-' corporate credit rating of Hayes Lemmerz International
Inc., the parent of HLI, was affirmed.   Northville, Michigan-
based Hayes, the world's largest wheel manufacturer, has pro forma
total debt of about $800 million.  The rating outlook is negative.

"The negative outlook reflects the business challenges Hayes faces
during the next year," said Standard & Poor's credit analyst
Martin King.  "If vehicle production levels do not stabilize or
cost savings initiatives are unsuccessful, earnings and cash flow
generation would weaken.  This could cause debt leverage to rise
and liquidity to weaken, and result in a ratings downgrade."

Half of the proceeds from the new second-lien term loan will be
used to repay existing first-lien bank debt, and the remainder
will be used for general corporate purposes.  Although interest
expense will increase, Hayes' cash balances will also increase,
enhancing the company's liquidity position during a time of
intense industry challenges.

HLI is the borrower under the senior secured credit facilities.
The facilities include:

      (1) A new $150 million second-lien term loan due 2010;

      (2) An existing $100 million first-lien revolving credit
          facility due 2008; and

      (3) An existing $355 million first-lien term loan due 2009
          (pro forma for the planned principal reduction).

Hayes and its domestic subsidiaries will guarantee each of the
facilities.  Security is provided by all assets of the borrowers
and guarantor subsidiaries, capital stock, and a pledge of
intercompany notes, including those from foreign subsidiaries,
which provide a measure of protection to the lenders.


HOLLINGER INC: Demands $550M in Damages & $86M in Reimbursement
---------------------------------------------------------------
Hollinger Inc. issued a Statement of Claim in the Ontario Superior
Court of Justice against The Ravelston Corporation Limited,
Ravelston Management Inc., Moffat Management Inc. and Black-Amiel
Management Inc, Conrad M. Black, F. David Radler, J.A. Boultbee
and Peter Y. Atkinson on March 29, 2005

Ravelston is Argus Corporation Limited's parent company.  Lord
Black, Mr. Radler and Mr. Boultbee are directors and officers of
Argus.

Argus owns or controls 61.8% of the Retractable Common Shares
These Common Shares are the only significant asset held by Argus.
Hollinger in turn owns 66.8% of the voting shares and 17.4% of the
equity of Hollinger International, Inc.

Hollinger is claiming

     (i) Cdn. $550 million of monetary damages from all of the
         defendants jointly and severally, and

    (ii) reimbursement of approximately Cdn. $86 million claimed
         to be owed to Hollinger together with interest and costs.

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

                          *     *     *

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

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

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

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


HOLLINGER INC: Holding $82.97 Million Cash Balance as of March 18
----------------------------------------------------------------
Hollinger Inc. and its subsidiaries (excluding Hollinger
International Inc. and its subsidiaries) had approximately
$82.97 million of cash or cash equivalents at the close of
business on March 18, 2005.

Certain of these funds are subject to an escrow arrangement with
the Securities and Exchange Commission.

Hollinger also had at that date approximately US $5.5 million of
cash that was deposited as collateral for its Senior Notes and
Second Priority Notes borrowings.  It is entitled to apply this
amount towards future interest payments on certain of these
borrowings.

                           Shareholdings

Hollinger continued to directly or indirectly hold 782,923 shares
of Class A Common Stock and 14,990,000 shares of Class B Common
Stock of International as of March 18, 2005.

Based on the closing price of the Class A Common Stock of
International on the New York Stock Exchange at the close of
business on April 1, 2005 of US $10.79, the market value of
Hollinger's direct and indirect holdings in International is US
$178,189,839.

                          Security Given

All of Hollinger's interest in the shares of Class A Common Stock
of International is being held in escrow with a licensed trust
company in support of future retractions of its Series II Shares.

All of Hollinger's interest in the shares of Class B Common Stock
of International is pledged as security in connection with
US $78 million of Senior Secured Notes and US $15 million of
Second Priority Notes issued by it.

         Current Excess of Collateral to Certain Security

On March 22, 2005, Hollinger advised that, on the basis of the
closing price of the Class A Common Stock of International on the
NYSE on March 18, 2005, of US $11.30 per share and its cash
position at March 18, 2005, including amounts then held in
trust and on deposit as collateral, it then had in excess of
$174.8 million aggregate collateral securing the US $78 million
principal amount of the Senior Secured Notes and the US $15
million principal amount of the Second Priority Notes that were
outstanding.

                              Dividends

International declared a regular quarterly dividend of US $0.05
per share on its issued and outstanding stock to be paid on April
20, 2005 to holders of record on April 8, 2005.  The estimated
amount of the dividend to be received by Hollinger is US $788,646.

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

                          *     *     *

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

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

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

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


HOLLINGER INC: Inspector's Report Delayed as Fees Tops $5.25 Mil.
-----------------------------------------------------------------
Ernst & Young Inc., the court-appointed inspector of Hollinger
Inc.'s related party transactions had previously advised the
Court on February 9, 2005 that it would provide to the Court its
priorities for the inspection of Hollinger by the end of March.

The Inspector's last report, the Sixth Report, was dated
January 25, 2005.

The Inspector was not able to provide the Court conclusions as to
its various areas of inquiry by the end of March as it had
previously advised.

The Inspector advised instead that its next report to the Court
would be provided ten to fifteen days in advance of its adjourned
Motion to seek an Order of the Court to permit it to examine
senior former senior management of Hollinger including Lord Black,
Mr. Radler and Mr. Boultbee.

The Motion to compel the examinations of former senior management
of Hollinger is to be heard on April 25 and 26, 2005 before the
Honourable Justice Colin M. Campbell.

Hollinger announced on March 18, 2005 that its costs of the
Inspection, including those of the Inspector and legal
counsel for the Inspector and Hollinger, was then in excess of
Cdn. $5.25 million.

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

                          *     *     *

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

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

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

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


ICEFLOE TECH: Taps Fleishman-Hillard to Handle Investor Relations
-----------------------------------------------------------------
Icefloe Technologies Inc. (TSX Venture Exchange: ICY) has signed
an investor relations agreement with Fleishman-Hillard Inc.  Under
the terms of the agreement, FH will provide a range of investor
relations services, including strategic counsel, investment
community and media outreach and written and web-based
communications support.

The anticipated monthly cost for these services is approximately
$5,000.  Both parties have the option of terminating this
agreement at any time, provided they notify one another in writing
30 days in advance.  FH does not hold any interest, directly or
indirectly, in Icefloe or its securities.  FH's services under
this agreement will commence immediately after Icefloe files the
required documentation with the TSX Venture Exchange, which filing
is expected to occur on or before April 8, 2005.

              About Fleishman-Hillard Canada Inc.

Fleishman-Hillard Canada Inc. is a division of the world's leading
public relations firm, Fleishman-Hillard.  Based in St. Louis, the
firm is part of the Omnicom Group Inc., a leading global marketing
and corporate communications company.  Fleishman-Hillard operates
throughout North America, Europe, Asia, Latin America, Australia,
and South Africa through its 79 offices.  The company operates a
global Financial & Investor Communication practice, with
capabilities in key markets such as Toronto, New York and Chicago.
Fleishman-Hillard's Toronto Financial and Investor Communication
group specializes in small-to mid-capitalization Canadian
companies.

                About Icefloe Technologies Inc.

Founded in March 2001, Icefloe Technologies Inc. (TSX Venture
Exchange: ICY) is a Canadian-based company dedicated to the
development and commercialization of its proprietary chilling
technology, which brings flash chilling capability in a portable
form and enables the beverage industry to serve ice cold draft
beer without excessive foam loss, anytime and anywhere.  Since
April 2001, Icefloe has focused its efforts on securing patents
for its platform technologies, while developing, field-testing,
manufacturing and marketing commercial products using its unique
technologies.  Its wholly owned subsidiary, Draught Guys Inc.,
provides installation, sales and service for both traditional
draft systems and Icefloe's proprietary products in the Ontario
market.  Icefloe commenced trading on Tier 2 of the TSX Venture
Exchange on April 14, 2004, under the symbol "ICY".

                         *     *     *

Icefloe Technologies' third quarter report for the period ending
Sept. 30, 2004, contains management's expression of doubt about
the company's ability to continue as a going concern.  The company
has incurred significant operating losses since inception due to
its product development efforts and has a substantial working
capital deficiency.  The company's continued existence is
dependent upon its ability to obtain continuing financing, a
portion of which has been obtained April 1, 2004, through the
completion of a reverse takeover transaction and closing of the
private placement of securities also on April 1, 2004, and to
attain profitable operations.


IMAGIS TECHNOLOGIES: Raising $1.5 Mil. in Private Equity Placement
------------------------------------------------------------------
Imagis Technologies Inc. (TSX VENTURE:WSI) (OTCBB:IMTIF) (DE:IGYA)
entered into an agreement with Bolder Investment Partners, Ltd to
complete a proposed brokered private placement of up to CDN
$1,500,000.  The price of the private placement Units has yet to
be determined.  Each Unit will consist of one common share and one
half common share purchase warrant.  Each whole warrant will
entitle the holder for one year from the date of issue of the
Units to acquire one additional common share in the capital of
Imagis at an exercise price to be determined.  The private
placement is subject to regulatory approval.

Bolder's consideration for acting as agent for the Offering will
be:

   a) a cash commission of 7.5% of the gross proceeds of the
      offering;

   b) brokers' warrants entitling the holder to purchase up to the
      number of common shares as is equal to 10% of the total
      number of Units sold through the Offering, each warrant
      exercisable for a period of one year for one common share at
      the price of the Units;

   c) a corporate finance fee of 60,000 Units, subject to a one
      year hold period;

   d) a work fee of $5,000 cash plus reasonable expenses.

The proceeds of the private placement will be used for general
operating capital to fund the expansion of Imagis that will be
necessary to deliver current contracts and future sales.  Imagis
is adding staff and equipment in all of its divisions and
increasing the size of its facilities.

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

                         *     *     *

                       Going Concern Doubt

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

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

The Company incurred a net loss for the year ended December 31,
2004, of $5,457,937, which is 34 percent higher than the net loss
incurred during the year ended December 31, 2003, of $4,058,857.
The loss per share figure for 2003 has been adjusted to take into
account the Company's share consolidation that occurred in
November of 2003.  Adjusting the loss to take into account the
non-cash and one-time expenses described, the losses become
$2,729,105 for 2004 and $3,432,666 for 2003, representing a 20%
reduction.

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


INFOR GLOBAL: Moody's Junks $200 Million Second Lien Term Loan
--------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Infor
Global Solutions Topco Ltd., a Cayman Islands based holding
company that through its subsidiaries provides enterprise
applications software for manufacturing and distribution vertical
markets.

The company is acquiring all outstanding shares of MAPICS, Inc., a
publicly traded manufacturing software provider, for cash
consideration of approximately $350 million through a highly
leveraged transaction.  MAPICS had $173 million of revenue in its
fiscal year ended September 30, 2004.  The acquisition is expected
to close in April 2005.  Infor is privately held by Golden Gate
Capital, Summit Partners and company management.

These first time ratings have been assigned to Infor:

   * Senior implied rating of B3

   * $50 million first lien revolving credit facility due 2010
     rated B2

   * $300 million first lien term loan due 2011 rated B2

   * $200 million second lien term loan due 2012 rated Caa2

   * Senior unsecured issuer rating Caa2

The rating outlook is stable.

Proceeds from the financing, combined with $55 million of new
sponsor equity, will be applied towards the cash purchase of
MAPICS, to refinance $213 million of existing debt and to fund
transaction fees and expenses and general corporate purposes.
The company will have a first lien revolving credit facility up to
$50 million that will be undrawn at the time of the financing.
The ratings are subject to review of final documentation of the
financing transaction.

The senior implied rating reflects Infor's high degree of pro
forma leverage following the MAPICS acquisition, particularly:

   (1) Infor's limited history as a stand alone company;

   (2) the significant portion of the pro forma business having a
       limited operating and financial reporting history under
       Infor;

   (3) the company's highly acquisitive business model;

   (4) limited asset protection from a very small base of pro
       forma tangible assets;  and

   (5) very low pro forma equity capitalization.

The ratings also consider the high revenue visibility and cash
flow generation from software maintenance contracts, broad
customer diversification within the manufacturing and distribution
vertical markets and potential for margin expansion through
greater operating leverage from its recent and proposed
acquisitions.

The rating on the first lien revolving credit facility and term
loan are notched above the senior implied rating to reflect the
relative strength of the first lien debt agreement within the
capital structure, including the ability to protect its position
as the business evolves, and the perfected asset protection
provided by the first lien in the event of default.  The rating on
the second lien debt is notched two levels below the senior
implied rating due to:

   (1) its limited ability to directly prevent further dilution of
       position in the event of other leveraged acquisitions or
       weakened operating performance;

   (2) Moody's expectation that Infor will continue to be
        acquisitive;

   (3) the extremely low level of tangible asset protection
       available to second lien creditors;  and

   (4) potential for significant degradation in the value of the
       enterprise in the event of distress.

The stable outlook considers the company's prospects for improving
leverage and interest coverage metrics through further cost
reduction and cash flow generation from its prior acquisitions.
To supplement low to mid-single digit organic growth, Moody's
expects that the company's long term growth prospects will be
reliant upon acquisitions for geographic and customer expansion as
well as cost efficiencies gained through consolidation.  Moody's
remains cautious about the risks of integrating financial,
operating and technology platforms from Infor's numerous
acquisitions since 2002.  While the company enjoys high software
maintenance renewal rates of over 95%, formidable competitors such
as SAP AG pose a competitive threat to Infor's customer base.
Infor is not expected to materially increase its investment in
software development costs, currently at 13% of pro forma revenue,
which is expected to decline as a percentage of revenue.

The ratings could be positively influenced to the extent that the
company is able to materially de-leverage through cash flow
generation or the subsequent issuance of equity, sustain
profitable organic revenue growth or materially improve operating
margins.  Alternatively, the ratings could be negatively
influenced to the extent the company materially decreases its
financial flexibility through further acquisitions or non-
operating uses of cash, experiences changes in its competitive
position that results in loss of pricing power or customer
retention or suffers sustained declines in operating margins or
cash flow generation.

Infor was formed in May 2002, through the acquisition of the
process manufacturing business of Systems & Computer Technology
Corp., a software provider to consumer goods and pharmaceutical
manufacturers, by Golden Gate Capital for an initial value of
$13 million in cash.  The company has grown through the completion
of eleven acquisitions, which have helped grow revenue from
$73 million in the fiscal year ended May 31, 2003 to $156 million
in fiscal 2004.

Recent organic revenue growth has been estimated in the low-to-
mid-single digit range.  In the twelve month period ended
February 28, 2005, the company recorded $297 million of revenue
and $50 million of EBITDA.  The company estimates that on a pro
forma basis for all completed acquisitions and the pending MAPICS
acquisition as if they had occurred at the beginning of the LTM
period, it would have LTM revenue of $554 million and EBITDA of
$100 million (prior to any identified near term cost reductions
resulting from the MAPICS acquisition).  The acquisition of MAPICS
will increase the company's usage of indirect sales channels and
exposure to higher growth Asian markets.

Pro forma for the financing, debt to EBITDA leverage will be very
high at 6.3 times, based on actual results of Infor and MAPICS for
the twelve months ended February 28, 2005.  Pro forma debt to
total capitalization will be over 90%. LTM EBITDA to interest
expense coverage will be approximately 2.3 times.  Capital
expenditures are expected to increase to around two percent of
combined revenue.  Given the recurring nature of maintenance
contract revenue and high historical renewal rates of above 95%,
Moody's expects the company to generate consistent cash flow.
Working capital is expected to remain negative due to the ongoing
balance of deferred revenue and mandatory excess cash sweep for
first lien and second lien term loan pay down at 75% of defined
cash flow.

Borrowers under the first and second lien credit facilities will
be Magellan Holdings, Inc., a US based indirect holding company of
Infor's domestic subsidiaries and Lux Finance Co., a Luxembourg-
based finance company.  Obligations of the borrowers under the
first and second lien credit facilities will be guaranteed by each
of the borrowers' direct and indirect domestic subsidiaries, and
will be secured by first priority security interests and second
priority interests, respectively, in:

   (1) all material assets of the domestic subsidiaries of the
       borrowers;

   (2) stock of direct and indirect subsidiaries of the borrowers;
       and

   (3) 65% of the voting interest in foreign subsidiaries.

Tangible asset coverage is very minimal, with approximately
$14 million of net property, plant and equipment, and
approximately $515 million of intangible assets and goodwill, pro
forma for the MAPICS acquisition.  Pro forma accounts receivable
are $81 million.

The $300 million first lien term loan will amortize in equal
quarterly installments at an annual rate of 1% per year.  The
$200 million second lien term loan will not be subject to interim
scheduled amortization.  The first lien term loan will allow for
permitted acquisitions provided that availability under the
revolving credit facility is at least $15 million.  The company
can borrow an additional $100 million under the existing terms of
the first lien term loan, provided that pro forma senior leverage
remains below specified covenant levels.

Infor Global Solutions Topco Ltd., headquartered in Alpharetta,
Georgia and a Cayman Islands exempted company, is a global
provider of enterprise applications software for the manufacturing
and distribution sectors.  Revenue in fiscal 2004 was $156
million. Pro forma for the MAPICS acquisition, fiscal 2004 revenue
was $325 million.


INFOR GLOBAL: S&P Junks Proposed $200M Second-Lien Sr. Sec. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Alpharetta, Georgia-based Infor Global Solutions
AG.

At the same time, Standard & Poor's assigned its 'B' rating and
'2' recovery rating to the company's proposed $350 million first-
lien senior secured bank facility, which will consist of a $50
million revolving credit facility (due 2010) and a $300 million
term loan (due 2011).

Standard & Poor's also assigned its 'CCC+' rating and '5' recovery
rating to the company's proposed $200 million second lien senior
secured term loan, due 2012.  The outlook is positive.

"The ratings reflect Infor's limited track record because of an
aggressive acquisition strategy, second-tier presence in the
highly competitive enterprise resource planning (ERP) market, and
high debt leverage," said Standard & Poor's credit analyst Ben
Bubeck.  These factors are only partly offset by a leading
presence in its selected niche within the ERP market, a largely
recurring revenue base, and a diverse customer base.

Infor is a global provider of enterprise software applications and
services designed to increase operating efficiency and
productivity by automating key business processes.  The company is
focused primarily on mid-market customers within the discrete
manufacturing, process manufacturing, and distribution verticals.
Pro forma for the proposed transaction, Infor had approximately
$500 million in total funded debt as of February 2005.

The outlook is positive. A limited track record following recent
aggressive acquisition activity currently limits ratings upside.
However, given the recurring nature of this business and
expectations for modest cash flow generation, ratings could be
raised over the intermediate term, if the company is successful
integrating its recent acquisitions and establishes a successful
track record operating as a $500 million-plus revenue company.


INTERSTATE BAKERIES: Non-Union Retirees Want Committee Appointed
----------------------------------------------------------------
As reported in the Troubled Company Reporter on March 23, 2005,
Interstate Bakeries Corporation and its debtor-affiliates sought
the authority of the U.S. Bankruptcy Court for the Western
District of Missouri to:

   -- recalculate the premiums of their non-union retirees,
      pursuant to the terms of the Debtors' Retiree Benefit Plan;
      and

   -- discontinue non-union active employees' contingent benefits
      under the Retiree Benefit Plan.

The Retiree Benefit Plan provides that eligible retirees and
dependents age 65 or over would get 100% of all healthcare
retiree benefit costs.  For eligible retirees under age 65, 40%
of all retiree benefit costs are to be passed through to these
retirees and dependents.

The Debtors' Retiree Benefit Plan has distinct coverage for two
groups of non-union retirees:

   (1) Shared Cost Retirees and their dependents are afforded
       certain medical and prescription coverage until Medicare
       eligibility; and

   (2) Medicare Carve-Out Retirees and their dependents are
       afforded supplemental coverage that the Debtors made
       available to eligible retirees and dependents age 65 or
       over.

No additional participants will become eligible for the Medicare
Carve-Out Coverage since the coverage was terminated more than a
decade ago for then active employees who had not become eligible
for the benefits.

                     Appoint Retiree Committee,
               Non-Union Retirees ask Judge Venters

Rudy R. Norris and Gordon A. Thomas complain that Interstate
Bakeries Corporation and its debtor-affiliates:

    (1) propose drastic modifications that amount to the de
        facto termination of the Debtors' retirement benefits
        plan;

    (2) have failed to follow the statutorily mandated procedure
        under Section 1114(f) of the Bankruptcy Code for seeking
        modifications to the retiree benefits; and

    (3) provide only a cursory overview of the facts and no detail
        whatsoever that would enable a representative for the
        retirees to make a reasoned decision on the Debtors'
        proposed modifications on the retiree benefits.

According to David D. Ferguson, Esq., counsel for Messrs. Norris
and Thomas, the Debtors' submission that they are merely
administering their Plan does not relieve them of the obligation
to comply with Section 1114(f).

Thus, Messrs. Norris and Thomas ask the Court to strike the
Debtors' request for failure to comply with Section 1114(f).
Mr. Ferguson tells the Court that the Debtors should only be
permitted to modify the retiree benefits after the Debtors have
provided full and complete information to the retirees'
representative and after the Debtors have complied with all other
requirements of Section 1114.

The Court, Messrs. Norris and Thomas suggest, should defer any
consideration of the Debtors' request until the time as a
committee has been appointed to represent the interests of the
retirees in the Debtors' Chapter 11 cases.

Section 1114(d) provides for the appointment of a committee to
represent the interests of non-union retirees and protect their
interests when a debtor modifies the retirees' benefits.

Messrs. Norris and Thomas ask the Court to appoint a committee of
retired employees to investigate the Debtors' claims and
negotiate as a group to counter the Debtors' attempt to bring a
de facto end to the retirees' benefits.

                           Debtors Respond

The Debtors contend that the terms of the Retiree Benefit Plan
dictate recalculation of the monthly premiums based on actuarial
calculations made by Palmer & Cay, the actuary hired by the
Debtors to estimate the costs going forward.

The Debtors, therefore, at a minimum, seek the Court's authority,
but not direction, to discontinue their contingent healthcare
benefits for medical and prescription coverage for non-union
employees that work for them for 10 years after age 50 and retire
from their employment with the Debtors after the age of 60, but
are not yet Medicare eligible.

Paul M. Hoffmann, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, asserts that:

    (1) The Debtors' request did not violate Section 1114 because:

        -- the recalculation of premiums is permissible under the
           Court's interpretation of Section 1114 in In re
           Farmland Industries, Inc., 294 B.R. 903 (W.D. Mo.
           2003);

        -- the Debtors must recalculate the retirees' premiums to
           maintain the Retiree Benefit Plan's dictated
           apportionment of costs or else subsidize costs that are
           the retirees' responsibility under the Retiree Benefit
           Plan; and

        -- the increase in premiums is a result of the continuing
           general increase in health and welfare benefit costs,
           the claims cost experience of the participants in the
           Retiree Benefit Plan and the level of participation,
           and not the Debtors' strategy to force certain retirees
           out of the Retiree Benefit Plan;

    (2) The Retiree Benefit Plan and certain circumstances mandate
        recalculation of premiums even if recalculation may place
        supplemental coverage beyond the means of certain of the
        Debtors' retirees;

    (3) Continuing at the current premium rate is not appropriate
        under the Retiree Benefit Plan since it will force the
        Debtors to incur additional yearly expense of
        approximately $9,000,000 or amount to an approximately
        $2,100,000 reduction in 2005 over the amounts collected
        from retirees;

    (4) In accordance with the Retiree Benefit Plan, the Debtors
        appropriately relied on future premiums estimates made by
        a professional who has specific knowledge and skill to
        estimate the health care costs under the Retiree Benefit
        Plan, based on historical data and professional
        experience;

    (5) The difference in premiums between the primary coverage
        afforded to Shared Cost Retirees and the supplemental
        coverage afforded to Medicare Carve-Out Retirees under the
        Retiree Benefit Plan does not constitute age
        discrimination.  Instead, the Retiree Benefit Plan
        coordinates with Medicare coverage and is a Medicare
        Carve-Out plan in compliance with the Age Discrimination
        in Employment Act and other applicable laws and
        regulations that permit employers to alter, reduce or
        eliminate health benefits for retired participants once a
        participant is eligible for Medicare or a comparable state
        benefit;

    (6) The Debtors have not promised lifetime coverage at no cost
        and are not aware of any program that provided a lifetime
        free benefit; and

    (7) The Debtors have provided retirees adequate notice and
        sufficient time to respond to the Debtors' request.

Furthermore, there is no need to appoint a Retired Employees
Committee because the Debtors have not sought to modify or
terminate the Retiree Benefit Plan, Mr. Hoffmann says.

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)


JP MORGAN: Fitch Upgrades $18 Million Mortgage Certificates to BB+
------------------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s mortgage pass-
through certificates, series 1996-C3, are upgraded by Fitch
Ratings:

     -- $26.1 million class F to 'AA+' from 'A';
     -- $18 million class G to 'BB+' from 'BB'.

In addition, Fitch affirms these classes:

     -- $29.9 million class A-2 'AAA';
     -- Interest-only classes A2X 'AAA';
     -- $24.1 million class B 'AAA';
     -- Interest-only class BCX 'AAA';
     -- $26.1 million class C 'AAA';
     -- $14 million class D 'AAA';
     -- $8 million class E 'AAA'.

Fitch does not rate the $8.2 million class NR certificates.  Class
A-1 and interest-only class A1X have paid off in full.

The upgrades reflect increased subordination levels due to loan
amortization and payoffs.  As of the March 2005 distribution date,
the pool's aggregate principal balance has been reduced 61.5% from
$400.9 million to $154.4 million since issuance.

Currently, two loans (6.76%) are in special servicing.  The
largest loan in special servicing (4.3%) is secured by a retail
outlet center in Perryville, Maryland.  This loan is currently in
foreclosure.  The property's performance declined to the point
where the borrower was unable to make debt service payments.

The second loan (2.4%) in special servicing is secured by a 285
unit multifamily property in Dallas, Texas.  The loan is currently
in special servicing as a result of ongoing litigation due to
terrorism insurance.  The loan remains current.


KAISER ALUMINUM: Completes Sale of 20% QAL Stake
------------------------------------------------
Kaiser Aluminum completed the sale of its 20% interest in and
related to Queensland Alumina Limited -- QAL -- to Rusal for
$401 million in cash, subject to certain working capital
adjustments, plus Rusal's purchase of Kaiser's alumina and bauxite
inventories and the assumption of Kaiser's obligations in respect
of approximately $60 million of QAL debt.  Kaiser also transferred
its existing alumina sales contracts and other agreements relating
to QAL to Rusal.

The vast majority of the value realized in respect of the
company's interests in and related to QAL is likely to be for the
benefit of holders of Kaiser's publicly traded notes and the
Pension Benefit Guaranty Corporation.

Kaiser entered into a contract to sell its interests in and
related to Queensland Alumina Limited in November 2004.  KACC owns
a 20% interest in QAL.  KACC holds its interest in QAL through a
wholly owned subsidiary, Kaiser Alumina Australia Corporation,
which is one of KACC's subsidiaries that filed a petition for
reorganization under the Code in 2002.

QAL, which is located in Queensland, Australia, owns one of the
largest and most competitive alumina refineries in the world.  The
refinery has a total annual production capacity of approximately
3,650,000 tons from which approximately 730,000 tons of the annual
production capacity have been available to KAAC.

QAL refines bauxite into alumina, essentially on a cost basis, for
the account of its shareholders under long-term tolling contracts.
In recent years, since the curtailment of the Mead and Tacoma,
Washington aluminum smelters, KACC has sold its share of QAL's
production to third parties.

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.


KCS ENERGY: Moody's Puts B3 Rating on $75 Mil. Proposed Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to KCS Energy,
Inc.'s proposed $75 million senior unsecured notes add-on offering
to the company's existing $175 million 7.125% notes due 2012.
Moody's also affirmed the company's B2 senior implied rating and
the speculative grade liquidity rating at SGL-2.
The rating outlook remains stable.

The add-on notes offering will be used to partially fund the
previously announced acquisition of approximately 48 Bcfe of
proved reserves primarily located in the company's North
Louisiana-East Texas core areas for $94.7 million.  The purchase
price on a daily unit of production basis is a record high
$125,826 and $11.84/boe ($1.97/mcfe) on total proved reserves
fully loaded for the roughly $50 million of engineered development
capex on the existing proved undeveloped reserves being acquired.

While expensive, the acquisition is a reasonable fit for KCS as
the acquired properties are located in and around the company's
Elm grove properties, which has been KCS' highest growth area and
has grown to become its largest reserve base.  Given KCS' existing
presence and knowledge the area and its recent success with the
drillbit, these properties offer the company significant synergies
and additional drilling opportunities.

The stable outlook assumes that KCS will:

   * reduce its leverage on its proved developed reserves
     (currently $6.54/boe pro forma for the notes offering);

   * continue to fund its normal capex with internal cash flow;

   * fund future acquisitions with ample equity, especially if
     leverage does not improve;  and

   * will continue to report solid reserve and continue to
     demonstrate solid capital productivity measured by continued
     reserve and production growth through the drillbit at
     competitive costs.

A positive outlook would be considered if KCS can reduce and
sustain its leverage on the PD reserves well under $6.00/boe
(assuming prices remain supportive) while continuing to grow its
reserves and production at its reserve replacement costs of within
a range of $10.00/boe; or if the company issues equity to fund the
next acquisition that is viewed to add strength and
diversification to its property portfolio.

The company's ratings are supported by:

   * the continued progress in growing the company's reserves and
     production through its drilling program at comparably
     competitive costs, though rising;

   * the progress in reducing leverage over the past four years,
     which enables the company to assume the increased debt with
     the new acquisition;

   * the geographically diversified reserve base;

   * improved full cycle costs which are on the lower end of the
     peer group;  and

   * the very supportive commodity price outlook.

The ratings remain restrained by:

   * the increased leverage on the proved developed reserve base;

   * the existing, though declining VPP obligation that encumbers
     approximately 68% of the company's reserve base and still
     consumes about 10% of production;  and

   * still significant component of short lived reserves and
     production.

The SGL-2 rating is based upon the confluence of high prices and
the current production outlook which should generate adequate cash
flow for reinvestment in reserve and production replacement
through 2005 and good availability under the secured revolver.
The rating is also supported by the company's funding of about two
thirds of the acquisition purchase price with long-term debt.
However, retention of the SGL-2 rating requires continued support
of high prices and the company's ability to sustain production
momentum and demonstrate flexibility in its capital spending
program to counter price volatility and negative surprises in
production.

With a stable outlook, Moody's took these ratings action for KCS:

   1) Assigned a B3 -- proposed $75 million unsecured add-on
      notes offering

   2) Affirmed at B2 -- senior implied rating

   3) Affirmed at B3 -- existing $175 million senior unsecured
      notes

   4) Affirmed at B3 -- issuer rating

   5) Affirmed the SGL-2 rating

The notes remained notched from the senior implied rating due to
their position in the capital structure relative to the
$185 million secured credit facility (that will be reduced to
$170 million after the notes offering) that will be available for
growth opportunities as well as the remaining VPP obligations
(approximately 3.1 Bcfe) that ends in January 2006.  The secured
credit facility has a first priority lien on approximately one-
third of KCS' reserves while the VPP has a first lien on the
remaining two-thirds.  Bank lenders also have a second lien on the
VPP's collateral, leaving the bonds in a structurally subordinate
position to both creditor groups.

In 2004, KCS managed to replace 250% of its total production
through extensions and discoveries.  Its annual drillbit reserve
replacement cost (RRC) of $10.47/boe is more than 200% higher than
its 2003 annual drillbit RRC of $5.10/boe.  Similarly, KCS's
annual 2004 all-sources RRC of $10.58/boe is more than 200% the
$5.09/boe it incurred in 2003.  Although its 2004 3-year all-
sources finding and development cost is slightly higher at
$8.36/boe than the $7.98/boe it realized in 2003 this figure is
low compared to the high-yield Exploration and Production sector.

The company's ability to maintain a competitive 3-year average
all-sources F&D has driven its ability to maintain low full cycle
costs relative to its peers.  For Q4'04, KCS' unit full cycle
costs were approximately $18.04/boe, which is very competitive
among the sector.  These full cycle costs also include per unit
costs of lease operating, general and administrative and interest
expense of $6.28/boe, $1.45/boe and $1.98, respectively.

Though KCS has maintained normal capital spending within cash flow
(excluding acquisitions) and was improving leverage throughout
2004, leverage will increase from$4.63/boe for Q4'04 to a high
$6.54 pro forma for the new notes that will largely fund the
acquisition.  When factoring in the engineered future development
capex for its PUDs, the debt plus future development capex divided
by total proved reserves is very high at $7.86/boe, as the future
capital required to bring PUDs to the producing stage is almost
$50 million.  Although pro forma leverage is high, Moody's
acknowledges that KCS has not increased debt to fund it capex
program and that the primary driver in the increase has been
related to acquisitions.

The SGL- 2 rating reflects the company's adequate internal cash
flow outlook for 2005 given production trends and the continued
strength of commodity prices.  Moody's expects pro forma EBITDA to
range between $250 and $300 million versus working capital of
about $10 million, normal capex of $250 million and interest
expense of approximately $19 million to $20 million.

The SGL-2 rating also considers the good external liquidity source
from the company's senior secured credit facility that has
expanded from a $100 million borrowing base to $185 million and
will reduce to $170 million upon completion of the acquisition.
At close, the company expects to only have only about $25 million
drawn, and will be fully repaid by year-end, assuming no other
acquisitions.  The company is also expected to have very good
covenant cushion which should ensure accessibility throughout the
next four quarters.  However, alternate sources of liquidity is
weak as all of the company's assets are securing the credit
facility, though their value should provide ample coverage for
both the bonds and banks.

KCS is headquartered in Houston, Texas.


LEAP WIRELESS: 10-K Filing Delay Cues S&P to Watch B- Rating
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for San
Diego, California-based wireless carrier Leap Wireless
International Inc., including the 'B-' corporate credit rating, on
CreditWatch with negative implications.  This follows the
company's failure to file its 2004 10-K by its March 31 deadline.

Leap indicated in an SEC filing on April 1 that it has been
delayed in filing its 10-K due to its review of its lease
accounting practices.  This review was prompted by the SEC staff
guidelines to the American Institute of Certified Public
Accountants in a Feb. 7 letter, which have caused many public
companies to restate prior-period financials and accelerate
certain lease Failure to file its annual statements by March 31
constitutes a breach of the terms of Leap's secured bank facility.

If the company does not file its annual financial statements by
April 15, this would constitute an event of default under the bank
facility.  Leap has indicated that it expects to file with the SEC
by April 15.  If the company does not file its financial
statements by then, or is unable to obtain bank facility waivers,
the ratings could be lowered.


LIFESTREAM TECH: Names Ed Siemens to Board of Directors
-------------------------------------------------------
Lifestream Technologies, Inc. (OTCBB:LFTC) appointed Edward R.
Siemens to its Board of Directors.  Before joining Lifestream, Mr.
Siemens was President of Omron Healthcare, Inc., the leading
marketer of home-use digital blood pressure monitors.  His career
has focused on the creation and implementation of sales and
marketing programs, as well as oversight of operations.

"Ed brings additional expertise in marketing, sales and good
business practices to Lifestream's Board," said Christopher Maus,
Lifestream's Chairman.  "We value his wealth of experience within
our market segment and his corporate management skills, as well as
his passion for sound business judgment."

"Lifestream continues to prove the strength of its business model,
and I hope to add value to the venture as it grows in scale and
market penetration," said Mr. Siemens.  "Clearly, the dynamics
supporting cholesterol monitoring are strong and continue to be
demonstrated through our marketing efforts on television shopping
networks.  I look forward to working with the board to help guide
the Company as it expands."

Effective March 31, 2005, Mr. Siemens stepped down as Chief
Operating Officer of Lifestream, a position he held since June
2002.  Mr. Siemens will serve as a director until the next annual
meeting of stockholders, at which time a director will be elected
to fill the balance of the unexpired term of William R. Gridley,
who resigned as a director on April 1, 2005.

                  About Lifestream Technologies

Lifestream Technologies, Inc. -- http://www.lifestreamtech.com/--  
developed and currently markets a line of cholesterol monitors to
consumers and healthcare professionals that provide test results
in three minutes.

The Company's product line aids the health conscious consumer in
monitoring their risk of heart disease. By regularly testing
cholesterol at home, individuals can monitor the benefits of their
diet, exercise and/or drug therapy programs. Monitoring these
benefits can support the physician and the individual's efforts to
improve compliance.  Lifestream's products also integrate a smart
card reader further supporting compliance by storing test results
on an individual's personal health card for future retrieval,
trend analysis and assessment.

                       Going Concern Doubt

Lifestream Technologies' auditors included in their report on the
Company's consolidated financial statements for the fiscal years
ended June 30, 2004 and 2003, raising substantial doubt about
Lifestream's ability to continue as a going concern.

"We have incurred substantial operating and net losses, as well as
negative operating cash flow, since our inception," the Company
said in its Form 10-Q filed for the quarter period ended Dec. 31,
2004, filed with the Securities and Exchange Commission.  "As a
result, we continued to have significant working capital and
stockholders' deficits including a substantial accumulated deficit
at June 30, 2004 and 2003."

At Dec. 31, 2004, Lifestream Technologies' balance sheet showed a
$5,092,310 stockholders' deficit, compared to a $2,063,527 deficit
at June 30, 2004.


LONG BEACH: Fitch Puts Low-B Ratings on $57.5M Asset-Backed Certs.
------------------------------------------------------------------
Long Beach Securities Corporation's asset-backed certificates,
series 2005-2, which closed on April 5, 2005, are rated by Fitch
Ratings:

     -- $1.84 billion classes I-A1, I-A2, II-A1, II-A2, and II-A3
        'AAA';

     -- $137.50 million class M-1 'AA+';

     -- $128.75 million class M-2 'AA';

     -- $40 million class M-3 'AA';

     -- $66.25 million class M-4 'A+';

     -- $43.75 million class M-5 'A';

     -- $30 million class M-6 'A-';

     -- $42.50 million class M-7 'BBB+';

     -- $27.50 million class M-8 'BBB';

     -- $30.00 million class M-9 'BBB-';

     -- $32.50 million class B-1 'BB+';

     -- $25 million class B-2 'BB'.

The 'AAA' rating on the senior certificates reflects the 26.35%
credit enhancement provided by the:

               * 5.50% class M-1,
               * 5.15% class M-2,
               * 1.60% class M-3,
               * 2.65% class M-4,
               * 1.75% class M-5,
               * 1.20% class M-6,
               * 1.70% class M-7,
               * 1.10% class M-8,
               * 1.20% class M-9,
               * 1.30% class B-1, and
               * 1.00% class B-2, as well as
               * 2.20% over-collateralization -- OC.

Additionally, all classes have the benefit of monthly excess cash
flow to absorb losses.  The ratings also reflect the quality of
the mortgage collateral, strength of the legal and financial
structures, and Long Beach Mortgage Company's servicing
capabilities as master servicer.

As of the cut-off date April 1, 2005, the mortgage loans have an
aggregate balance of $2,500,002,732.  The weighted average
mortgage rate is approximately 7.408% and the weighted average
remaining term to maturity is 356 months.  The average cut-off
date principal balance of the mortgage loans is $193,274.  The
weighted average original loan-to-value is 82.52% and the weighted
average Fair, Isaac & Co. score is 636.

The properties are primarily located in:

               * California (35.85%),
               * Florida (7.70%) and
               * Illinois (7.60%).

All of the mortgage loans were originated by Long Beach Mortgage
Company -- LBMC.  Long Beach Securities Corporation, a subsidiary
of LBMC, deposited the loans into the trust, which issued the
certificates.  For federal income tax purposes, one or more
elections will be made to treat the trust fund as a real estate
mortgage investment conduit.


MBIA INC: SEC & NY Atty. General Subpoena Additional Documents
--------------------------------------------------------------
MBIA Inc. (NYSE: MBI) received additional requests from the New
York Attorney General's Office and the Securities and Exchange
Commission that supplement the subpoenas it received in late 2004.
The requests seek documents relating to the Company's:

   -- accounting treatment of advisory fees;

   -- methodology for determining loss reserves and case reserves;

   -- instances of purchase of credit default protection on
      itself; and

   -- documents relating to Channel Reinsurance Ltd., a
      reinsurance company of which MBIA is part owner.

The requests cover the period January 1, 2000 to the present.
MBIA is cooperating fully with the NYAG and the SEC.

                     Financial Restatements

In its Form 10-K for the year ended Dec. 31, 2004, filed with the
Securities and Exchange Commission, the Company disclosed that it
has restated its previously issued consolidated financial
statements for 1998 and subsequent years to correct the accounting
treatment for two reinsurance agreements entered into in 1998 with
Converium Reinsurance (North America) Inc., f/k/a Zurich
Reinsurance (North America), Inc.  The restatement adjustments
resulted in a cumulative net reduction in shareholders' equity of
$59.2 million, or 1%, as of December 31, 2001, and an increase to
previously reported net income of $22 thousand for the year ended
December 31, 2002.  For the year ended December 31, 2003, the
restatement adjustments resulted in an increase to previously
reported net income of $2.3 million.

                     Amended Credit Agreement

On March 31, 2005 MBIA Inc.'s primary operating subsidiary MBIA
Insurance Corporation -- MBIA -- entered into an amended and
restated credit agreement with its banks to provide MBIA with an
unconditional, irrevocable $450 million line of credit to cover
losses which may arise on MBIA's public finance portfolio.  The
credit line may be drawn on in the event that MBIA's cumulative
losses (net of any recoveries) in respect of defaulted public
finance obligations exceed the greater of:

     (i) $500 million or

    (ii) 5.0% of average annual debt service related to MBIA's
         public finance policies.

The obligation to repay loans made under the Amended and Restated
Credit Agreement is a limited recourse obligation of MBIA, payable
solely from, and secured by a pledge of, recoveries realized on
defaulted insured public finance obligations, from certain pledged
installment premiums and other collateral.  Borrowings under the
Amended and Restated Credit Agreement are repayable on the
expiration date of the Credit Agreement, currently March 31, 2015.

The Credit Agreement contains covenants that, among other things,
restrict MBIA's ability to encumber assets or merge or consolidate
with another entity.

                        About the Company

MBIA Inc., through its subsidiaries, is a leading financial
guarantor and provider of specialized financial services.  MBIA's
innovative and cost-effective products and services meet the
credit enhancement, financial and investment needs of its public
and private sector clients, domestically and internationally.
MBIA Inc.'s principal operating subsidiary, MBIA Insurance
Corporation, has a financial strength rating of Triple-A from
Moody's Investors Service, Standard & Poor's Ratings Services,
Fitch Ratings, and Rating and Investment Information, Inc.  MBIA
has offices in London, Madrid, Milan, New York, San Francisco,
Singapore, Sydney and Tokyo. Please visit MBIA's Web site at
http://www.mbia.com/


MCI INC: Rejects Qwest's $8.9 Billion Proposal Over Verizon's Bid
-----------------------------------------------------------------
MCI, Inc.'s (Nasdaq: MCIP) Board of Directors voted to reject, for
the third time, Qwest Communications International Inc.'s offer to
acquire MCI in a stock and cash transaction.  The Company's
directors said that Qwest's proposal in its current form, taken as
a whole, is not superior to its merger agreement with Verizon.  As
reported in the Troubled Company Reporter on March 31, 2005, MCI's
board accepted Verizon's $7.5 billion takeover bid over Qwest's
$8.9 billion offer.

According to Jesse Drucker and Almar Latour at The Wall Street
Journal, several MCI officials asked Qwest Chief Executive Richard
C. Notebaert to raise its current bid of $27.50 a share to $30 a
share.  MCI also asked Mr. Notebaert to provide assurances that
Qwest would stick with the deal in spite of potential customer
losses after a deal would be signed but before its closing.

The Board carefully reviewed and considered financial terms,
merger-related conditions, market risks and customer reactions in
arriving at its conclusion.  The Board reached out to Qwest
seeking improvements on financial terms, certainty of close and
other merger terms.  Qwest immediately rejected virtually all of
MCI's requests and reaffirmed that its latest proposal is its
current best proposal.

MCI's Board also took into consideration a number of uncertainties
in terms of value and likelihood of closing, including the
negative sentiment among MCI customers toward a Qwest combination.
Other concerns centered on Qwest's synergy assessments, as well as
the risks associated with Qwest's contingent liabilities.

In the face of these risks, MCI was not willing to jeopardize the
certainty of its Verizon agreement for the uncertainties
surrounding the Qwest proposal.

MCI's agreement with Verizon provides certainty on a number of key
elements, including:

    * A guaranteed minimum of at least $23.50 per MCI share
      (including MCI's March 15 dividend payment of $0.40 per
      share)

    * Certainty of closing

    * Realistic synergy projections

    * Strength of capital structure

    * The ongoing ability and commitment to sustain network
      service quality and invest in new capabilities

MCI has the right to engage in discussions with Qwest and remains
open to the possibility of further discussions.

The MCI Board has notified both companies of its decision.

                     MCI/Verizon Agreement

On March 29, 2005, MCI and Verizon amended their joint merger
agreement.  Under that agreement, each MCI share would receive
cash and stock worth at least $23.50, comprising $8.75 (including
MCI's March 15 dividend payment of $0.40 per share) as well as the
greater of 0.4062 Verizon shares for every share of MCI Common
Stock or Verizon shares valued at $14.75.

                          About Qwest

Qwest Communications International Inc. (NYSE:Q) --
http://www.qwest.com/-- is a leading provider of voice, video and
data services.  With more than 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

At Dec. 31, 2004, Qwest Communications' balance sheet showed a
$2,612,000,000 stockholders' deficit, compared to a $1,016,000,000
deficit at Dec. 31, 2003.

                          About MCI

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc.

                         *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MCI INC: Verizon Raises Issues Regarding a Qwest/MCI Merger
-----------------------------------------------------------
Verizon (NYSE: VZ) sent a letter to MCI, Inc. (Nasdaq: MCIP)
describing some of the issues Verizon believes the MCI Board of
Directors might appropriately consider as it assesses Qwest's
offer in light of the signed agreement with Verizon.

   Verizon believes that the decision facing MCI is not about the
   math of a particular moment in time; it is about good business
   judgment, the best interests of shareowners and the long-term
   viability of the new company.

   Based on these criteria, Qwest has submitted what we believe to
   be an inferior offer. If the MCI Board, capitulating to Qwest's
   artificial deadline, declares this bid to be "superior," it
   would seem to us that the decision-making process is being
   driven by the interests of short-term investors rather than the
   company's long-term strength and viability. Should this occur,
   we would no longer be interested in participating in such a
   process.

        April 4, 2005

        Mr. Nicholas deB. Katzenbach
        Chairman of the Board
        Mr. Michael D. Capellas
        President and Chief Executive Officer
        MCI, Inc.
        22001 Loudoun County Parkway
        Ashburn, VA  20147

        Gentlemen:

      On April 1, 2005, Qwest accused your Board of Directors of
      demonstrating "favoritism" and of "tilt[ing] the regulatory
      playing field ... in a dubious example of corporate
      governance."  Although we believe the true facts will be
      revealed in due course, we nevertheless feel compelled to
      write to set the record straight.

      We observe that MCI's Board appears to have devoted an
      extraordinary amount of time and energy to both
      understanding the industrial dynamics confronting MCI and
      evaluating alternatives available to it.  We believe the
      decision to join with Verizon represents the most sensible
      course for MCI and its stakeholders.  Moreover, we believe
      this decision is supported by a realistic and dispassionate
      assessment of the challenging industry environment we see
      confronting the company and the industry including:

          * continuing overcapacity, particularly in MCI's core
            long-distance segment;

          * declining unit prices for all communications services
            accompanied by soaring demand for broadband and
            wireless capacity and applications;

          * ongoing technological displacement as IP-based
            broadband and wireless products and services continue
            to undermine the industry's traditional wireline
            business model;

          * shift to a business model built upon the mass
            customization of bundles of services configured to
            suit each customer's needs in which voice is just one
            among many applications delivered by the vendor;

          * greater competitive pressure as AT&T completes the
            merger with SBC;

          * inter-modal competition most directly from cable and
            wireless services providers but also, in the near
            future, from potent new entrants such as power
            companies; and

          * growing skepticism in the capital markets as the
            demand for returns and rising interest rates intersect
            with the inherent realities of network economics'
            scope and scale.

      We believe MCI's Board has correctly recognized that the
      company's stakeholders -- particularly its shareholders --
      will be subjected to these market forces whether the company
      remains independent or completes a transaction with either
      Verizon or Qwest.  Moreover, we believe this Board --
      perhaps better than most-should recognize that a company
      that fails to adequately address the forces at work in the
      telecom services marketplace is destined to repeat past
      calamities and suffer grief such as befell both WorldCom and
      Qwest.

      Verizon has carefully built its business to be able to
      deliver a broad range of communications products and
      services while prudently managing its operations and
      finances.  Verizon is well positioned to achieve growth
      while withstanding the financial and operational risks of
      the current environment.  We believe a stakeholder-and
      particularly a shareholder-of Verizon/MCI would not need to
      be concerned about the financial viability of the company
      (as we believe would be the case if MCI combines with
      Qwest).  In fact, shareholders of Verizon receive
      substantial dividends every quarter demonstrating the
      benefits of our balanced business model.

      Not only would Verizon's financial position protect the new
      company from the inevitable operational and financial
      challenges as new business models emerge, but it would also
      allow Verizon/MCI to invest the substantial sums required to
      pursue exciting new opportunities in IP and wireless
      products and services.

          * First and foremost, we think it is clear that MCI's
            core IT and network infrastructure requires immediate
            investment, a need that Qwest has not acknowledged and
            apparently has no plans to address.

          * Second, Verizon's extensive local presence and
            national wireless platform, coupled with MCI's global
            backbone, both produce immediate economic benefits and
            underpin the development of a range of possible
            integrated product offerings in the future.

          * Third, this end-to-end wired and wireless network
            capability-combined with Verizon's operational and
            financial strength-will provide MCI's core large
            corporate and governmental customers with the level of
            confidence required to continue and expand upon
            existing relationships with MCI, particularly in the
            face of an expected competitive push by a combined
            SBC/AT&T.

          * Fourth, Verizon intends to bundle and cross-sell
            MCI's full range of services across a large region
            with dense pockets of consumer and business customers.

          * Fifth, Verizon intends to pursue the full range of
            next generation managed IP services products,
            including hosting, security applications, and mobile
            enterprise services.

          * Sixth, Verizon will invest to continue to expand MCI's
            global reach and capabilities.

      Together, Verizon and MCI would form a leading global
      competitor with financial strength, an extensive U.S. and
      European presence, and industry leading capabilities in IP-
      based and wireless products and services.  We believe a
      combined Verizon/MCI would be far better equipped to compete
      in the challenging industrial environment than a combined
      Qwest/MCI.  Indeed, as we have written to you previously, we
      believe that instead of being an industry leader, a combined
      Qwest/MCI may not even form a viable competitor.

          * Verizon's plan for MCI does not rely upon stripping
            needed cash from the combined company to pay short
            term holders.

          * Verizon's plan for MCI does not depend upon drastic
            cost cutting to produce the financial capacity to
            support the combined company's capital structure.

          * Verizon's plan for MCI does not depend upon successful
            execution of future capital markets transactions to
            supply needed liquidity, with the attendant risk of
            capital being unavailable when required or that the
            cost of the capital will be so great that its
            depresses shareholders returns (and then potentially
            being denied a substantial portion of the upside
            potential if money is raised).

          * Verizon's plan for MCI does not require federal and
            state regulators to confront the challenge of
            approving what we believe amounts to a highly
            leveraged buy-out of one the nation's two leading
            providers of mission critical services to major
            corporate and governmental customers (including
            homeland and national security agencies).

          * Verizon's plan for MCI does not require investors to
            bet on whether MCI's major corporate and governmental
            customers will continue their relationship with it in
            the face of what we believe is an overwhelming number
            of its customers seeing substantial risks that a
            combined Qwest/MCI's will be unable to invest in
            needed modernization of MCI's network and future
            technologies.

      Verizon's plan for MCI is clear and straight forward-Verizon
      intends to invest in MCI now and in the future so that MCI
      not only survives but prospers to become an even more
      formidable competitor.  Verizon intends to use its local
      presence and industry leading national wireless capabilities
      to deliver world class products and services to MCI's
      customers.  Verizon intends to provide MCI's suppliers and
      employees the comfort that MCI is financially secure and
      positioned for growth.  Put simply, Verizon is seeking to
      acquire MCI to bolster its competitive position-not to raid
      its balance sheet and use it as a financial life boat as we
      believe is the case with Qwest.

      We believe the headline numbers in the Qwest proposal mask a
      myriad of financial and operational risks.  We also believe
      MCI's Board understands that a proper comparative analysis
      is less about succumbing to the math of the moment and more
      about common sense and good business judgment.  We observe
      that Qwest's artificial deadlines and attacks on your
      integrity, process and judgment may appeal to a vocal
      minority of MCI's shareholders; however, we believe they
      should not be permitted to stampede the Board into a rushed
      decision that has no meaning in the context of the thorough
      and disciplined process it has pursued.

      The transaction to which Verizon and MCI have agreed
      provides:

      * MCI's shareholders with a very substantial premium to the
        free-standing value of the company as evidenced by the
        market price of MCI's shares as recently as January of
        2005.

      * Certainty as to completion with no de facto financing
        conditions.

      * 100% down-side protection as to the value to be delivered
        at closing.

      * The opportunity for MCI's shareholders to participate
        fully in the upside of both the synergies to be created in
        the combination and the growth potential of Verizon's
        broad portfolio of wired and wireless products and
        services.

      We look forward to the opportunity to discuss our views more
      directly with your shareholders in the near future once you
      have completed the filing of required proxy materials.

      Sincerely,

      Ivan Seidenberg
      Chairman & Chief Executive Officer


                           About MCI

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc.

                         *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MIRANT CORP: Court Will Consider Slater & Schlesinger Opinions
--------------------------------------------------------------
The Honorable Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas denied Mirant Corporation its debtor-
affiliates' request to suppress expert testimony on the company's
valuation.  Benjamin Schlesinger and Associates and Kenneth
Slater, whose analyses prove that Mirant is attempting to hide
millions of dollars in company value, will be heard during the
bankruptcy valuation hearing, scheduled to begin on April 12,
2005.

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

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

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

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

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

                   About the Equity Committee

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

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Equity Committee Says Plan is Unconfirmable
--------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
chapter 11 cases of Mirant Corporation and its debtor-affiliates
believes that the Debtors' Disclosure Statement fails to pass
muster pursuant to the Bankruptcy Code, because:

   -- it describes a plan of reorganization that is patently
      unconfirmable; and

   -- it fails to provide the volume and quality of information
      required for creditors and other parties-in-interest to
      make an informed judgment as to whether they should support
      the Plan.

Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., in
Austin, Texas, argues that the Plan reserves a windfall recovery
for the Debtors' management and preferred creditors, while
leaving no immediate value and little or no ultimate value to the
Debtors' equity holders.  This approach raises serious questions
about whether the Plan has been proposed in good faith and
whether it is fair and equitable to equity holders.  Moreover,
the Plan:

   -- improperly classifies certain claims;

   -- fails to address critical matters relating to the corporate
      governance of the reorganized Debtors;

   -- proposes an inequitable scheme for the distribution of
      proceeds from the Plan Trust;

   -- provides releases to third party non-debtors without
      consideration; and

   -- imposes substantive consolidation without basis in either
      fact or law.

The Plan is not confirmable for any of those reasons standing
alone, Mr. Taube says.

Furthermore, Mr. Taube points out that the Disclosure Statement
in many instances fails to provide information at all.  Rather,
the Disclosure Statement simply alerts the general body of
creditors and equity holders to events that may or may not occur
and sets forth provisions that are inexplicably and unjustifiably
incomplete.

"A cynical person might be inclined to assume that the Disclosure
Statement is simply being used as a stalling technique, presented
by the Debtors to maintain their exclusivity and divert the
attention of certain creditors and parties-in-interest while it
finalizes its effort to amicably carve up the value of its
reorganized business between its own management and certain
preferred creditors," Mr. Taube says.

Accordingly, the Equity Committee asks the Court to deny approval
of the Disclosure State.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MISSION RESOURCES: Petrohawk Sale Cues S&P to Put Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed Mission Resources
Corporation (B-/Stable/--) on CreditWatch with negative
implications, following the announcement that Petrohawk Energy
Corporation will acquire the company.

The transaction will be effected through a combination of
Petrohawk equity (19.2 million Petrohawk common shares) and $135
million in cash and is expected to close in third-quarter of 2005.
The combined entity is expected to have proved reserves of about
446 billion cubic feet equivalent, 75% of which is proved
developed.

The negative CreditWatch listing reflects the potential for
Mission's current ratings to be affirmed or lowered, or that a
negative outlook could be assigned.

"Despite the expectation of overall cash flow strengthening from
production adds and potential per-unit cost savings, further
information will be required to assess the potential operating and
financial performance of the combined entity," noted Standard &
Poor's credit analyst Jeffrey B. Morrison.  "Furthermore, despite
both management teams having an established track record operating
within the region, the expectation that experienced technical
staff will be retained, and the apparent compatibility of
reserves, the CreditWatch listing does reflect potential
challenges facing management upon integrating an acquisition of
this size," he continued.

Standard & Poor's will resolve the CreditWatch listing in the near
term, pending meeting with management to discuss potential
strategic implications, gain more clarity on the expected
financial profile of the new entity, and completion of a thorough
review of the new company's operating and financial forecasts.


MISSISSIPPI CHEMICAL: Ct. Approves Assumption of Utility Contract
-----------------------------------------------------------------
The Honorable Edward Ellington of the U.S. Bankruptcy Court for
the Southern District of Mississippi permitted Mississippi
Chemical Corporation and its debtor-affiliates to assume the
Executory Contract for Utility Services of Mississippi Power
Company on March 17, 2005.

The Debtors tell Judge Ellington that one of its affiliates,
Mississippi Phosphates Corporation, operates a heavy industrial
plant in Paseagoula, Jackson County, Mississippi.  The plant
requires a substantial use of electrical load, all of which is
provided by Mississippi Power.  Mississippi Phosphates obtains
electricity service from Mississippi Power pursuant to the Utility
Contract for Electric Service dated May 1, 2001.

The Utility Contract was for a term of two years subject to
renewal or continuation until terminated by one of the parties
after giving six months notice of termination in writing to the
other party.  Since the Debtors' bankruptcy Petition Date, neither
Mississippi Phosphates nor Mississippi Power has given each other
any notice of termination, which means the Utility Contract has
remained in effect and is now an executory contract as defined in
Section 365 of the Bankruptcy Code.

Mississippi Power filed a proof of claim alleging that Mississippi
Phosphates owes a total prepetition amount of $496,331.71, for
electric service provided before the Debtors' bankruptcy petition
filing.

The Debtors and Mississippi Power eventually reconciled the total
prepetition amount due under the Utility Contract and they
established that the required cure amount for purposes of
Mississippi Phosphates' assumption of the Utility Contract amounts
to $480,000.

Judge Ellington orders that the cure amount will be paid to
Mississippi Power in lump sum within ten business days after the
Court's agreed order becomes a final order.

Headquartered in Yazoo City, Mississippi, Mississippi Chemical
Corporation produces nitrogen and phosphorus products used as crop
nutrients and in industrial applications. Production facilities
are located in Mississippi, Louisiana, and through Point Lisas
Nitrogen Limited, in The Republic of Trinidad and Tobago.  On
May 15, 2003, Mississippi Chemical Corporation, together with its
domestic subsidiaries, filed voluntary petitions seeking
reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S. Miss. Case No. No.: 03-02984).  James W. O'Mara, Esq.,
and Doug Noble, Esq., at Phelps Dunbar, LLP, represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from its creditors, they listed $552,934,000 in assets
and $462,496,000 in debts.


MORTGAGE CAPITAL: Fitch Upgrades Low-B Ratings of Two Mort. Certs.
------------------------------------------------------------------
Fitch Ratings upgrades Mortgage Capital Funding, Inc.'s commercial
mortgage pass-through certificates, series 1996-MC1:

     -- $32.6 million class G to 'AA' from 'BBB+';
     -- $18.1 million class H to 'BBB-' from 'BB';
     -- $3.6 million class J to 'BB' from 'B'.

In addition, Fitch affirms these classes:

     -- $48.9 million class A-2B 'AAA';
     -- Interest-only class X-2 'AAA';
     -- $14.5 million class B 'AAA';
     -- $31.4 million class C 'AAA';
     -- $19.3 million class D 'AAA';
     -- $16.9 million class E 'AAA';
     -- $7.2 million class F 'AAA'.

Fitch does not rate the $11.5 million class K certificates.

The upgrades reflect the increased subordination level as a result
of amortization and loan payoffs and the performance of the pool.
As of the March 2005 distribution date, the pool's aggregate
collateral balance has been reduced approximately 57.7%, to $203.9
million from $482.4 million at closing.  The pool has significant
concentrations in multifamily (45.3%) and retail (38.8%) loans.

Currently, there are no delinquent loans or loans in special
servicing.


NHC COMMUNICATIONS: Raises $700,000 in Private Debenture Placement
------------------------------------------------------------------
NHC Communications Inc. (TSX: NHC) has completed two of the three
previously announced private placement transactions of convertible
debentures for gross proceeds of $700,000.  The Completed
Transactions were previously announced as part of a larger
financing involving the issuance of convertible debentures to
three investors for gross proceeds of $1,000,000.

The third private placement transaction previously announced
whereby convertible debentures will be issued for gross proceeds
of $300,000 is expected to be completed upon receipt of required
regulatory approval from the Autorite des marches financiers in
the Province of Quebec.

As part of the Completed Transactions, NHC has issued two secured
convertible debentures for aggregate proceeds of $700,000.  The
debentures have a two-year term, bear interest at an annual rate
of 5%, are guaranteed by a movable hypothec on the universality of
the assets of NHC and are convertible into common shares of NHC at
a price of $0.55 per common share.  A third secured convertible
debenture in the principal amount of $300,000 will be issued
pursuant to the Third Transaction when the required regulatory
approvals have been obtained.  The Third Secured Convertible
Debenture will be issued on identical terms to the two debentures
issued pursuant to the Completed Transactions.

Pursuant to the Completed Transactions, the Company has also
issued 1,272,726 warrants for the subscription to common shares of
the Company.  This number will be increased to 1,818,180 warrants
upon the issuance of the Third Secured Convertible Debenture.
Each warrant has a two-year term and carries the right to purchase
one common share of the Company at a price of $0.69 per share.

Upon obtaining the required regulatory approvals, NHC will also
issue unsecured convertible debentures to seven members of its
senior management, bearing interest at an annual rate of 5%, for
gross proceeds of $106,000.  The unsecured convertible debentures
will have a two-year term and will be convertible into common
shares of the Company at a price of $0.55 per common share.  In
consideration of the issuance of the unsecured convertible
debentures, the Company will also issue warrants with a two-year
term and exercisable for up to 192,125 common shares of the
Company at an exercise price of $0.69 per common share.

NHC intends to use the net proceeds of the private placement of
unsecured debentures and warrants to seven members of its senior
management to compensate certain payment obligations outstanding
to these seven members.

On March 18, the Company collected its fiscal 2004 R&D investment
tax credits of $400,000.  NHC plans to continue to finance its
activities from the collection of revenues and the collection of
investment tax credits.  In addition, NHC continues to seek
additional long-term financing to carry out its operations and
investing activities.  However, there can be no assurance that the
financing agreement can be reached.

NHC Communications Inc. -- http://www.nhc.com/-- is a leading
provider of products and services enabling the management of voice
and data communications for telecommunication service providers.
NHC's ControlPoint(R) solutions utilize a high-performance
software driven Element Management System controlling an
automated, true any-to-any copper cross-connect switch, to enable
incumbent local exchange carriers and other service providers to
remotely perform the four key tasks that historically have
required manual on-site management.  These four tasks fundamental
to all operations are loop qualification, deployment and
provisioning, fallback switching and service migration of Voice
and Data services including DSL and T1/E1. Using ControlPoint,
NHC's customers avoid the risk of human error and dramatically
reduce labour and operating costs.  NHC maintains offices in
Montreal, Quebec and Paris, France, and with local representation
in the United States.

At Jan. 28, 2005, NHC Communications' balance sheet showed a
C$4,450,000 stockholders' deficit, compared to a C$6,140,000
deficit at July 30, 2004.


NRG ENERGY: Officers Acquire Deferred Stock Units as Incentives
---------------------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, nine officers and directors of NRG Energy, Inc.,
report that on March 14, 2005, they acquired Deferred Stock Units
under NRG Energy's Long Term Incentive Plan, thus increasing
their beneficial ownership of common shares:

                                           Deferred    Total
                                            Stock      Common
  Name                   Position           Units      Shares
  ----                   ---------          ------     ------
  Brewster, John P.      Executive VP,      10,650     10,650
                         Corp. Operations

  Crane, David W.        President, CEO     19,071     21,571

  Davido, Scott J.       Executive VP &      3,071      9,556
                         NE Reg. Pres.

  Flexon, Robert C.      Executive VP &      5,680     34,580
                         CFO

  Ingoldsby, James J.    Vice President,     1,995      6,395
                         Controller

  Jacobs, Christine A.   Vice President,       858      5,858
                         Plant Operations

  O'Brien, Timothy WJ    Vice President,     2,968     10,468
                         Gen. Counsel &
                         Secretary

  Redd, Ershell C., Jr.  Senior VP,          2,675     12,175
                         Comm. Operation

  Schaeffer, George P.   Vice President,     1,890      7,290
                         Treasurer

Each Deferred Stock Unit is equivalent in value to one share of
NRG Energy's Common Stock, par value $0.01.  Each of the officers
and directors will receive from NRG Energy one share of Common
Stock for each Deferred Stock Unit the officer or director owns
in six months from the date of his or her termination of
employment with NRG Energy.

Simultaneous with the acquisition, Mr. Davido surrendered 1,005
shares of common stock, in exchange for the satisfaction of his
tax-withholding obligation.

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: Court Extends Claim Objection Deadline to Dec. 15
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the request of Oakwood Homes Corporation, its debtor-
affiliates, and OHC Liquidation Trust, the successor-in-interest
of the Debtors created pursuant to the confirmed Second Amended
Joint Plan of Reorganization, to extend the deadline to object to
claims and interests through and including December 15, 2005.

The Liquidation Trust will have additional time to evaluate all
claims, prepare and file claim objections, and where possible,
attempt to consensually resolve disputed claims.

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 Debtors filed for protection from
their creditors, they listed $842,085,000 in total assets and
$705,441,000 in total debts.  The Debtors' Plan became effective
on April 15, 2004.


OAKWOOD HOMES: Trust Wants More Time to Serve Avoidance Actions
---------------------------------------------------------------
The OHC Liquidation Trust, as successor-in-interest to Oakwood
Homes Corporation and its debtor-affiliates, and Alvarez & Marsal,
the Liquidation Trustee of the Debtors, ask for an extension of
the time to effect service of original process in the Avoidance
Actions they have commenced in the U.S. Bankruptcy Court for the
District of Delaware.

The OHC Liquidation Trust and Liquidation Trustee, as Plaintiffs,
ask for an additional 120 days from the Court's entry of an order
extending the time by which service of process must be effected in
the Avoidance Actions.

The Court confirmed the Debtors' Joint Consolidated Plan of
Reorganization on March 31, 2004, and the Plan took effect on
April 15, 2004.

From Oct. 28, 2004, thorough Nov. 15, 2004, and within the two-
year statutory period required by Section 546(a)(1)(A) of the
Bankruptcy Code, the Plaintiffs commenced a total of 2,515
Avoidance Actions against numerous defendants, seeking to avoid
and recover preferential transfers under 11 U.S.C. Section 547 and
550, or in the alternative, fraudulent transfers under 11 U.S.C.
Section 548 and 550.

Since the Avoidance Actions were filed, the Plaintiffs believe
that most of the Defendants in the actions have been effectively
served with the original summons and complaint. But the Plaintiffs
have encountered many problems in completing service of all the
Avoidance Actions.

The problems encountered by the Plaintiffs with regards to service
of process for the Defendants include:

   a) service envelopes returned as undeliverable, Defendants
      who have not responded to the original summons and
      complaint, and Defendants who have included defenses raising
      insufficient service or service of process as a defense to
      the action; and

   b) Defendants who received service but alleged they are not
      related to the intended defendant, and Defendants who
      alleged that the transfer they received was for the benefit
      of a third party, but have not yet provided the identity and
      last known address of the third party or parties that must
      be included as a defendant in the Avoidance Actions.

The Plaintiffs explain they need additional time to continue
investigating allegations of improper service, to resolve the
problems they encountered with the Defendants of the Avoidance
Actions, and to properly serve all those Defendants.

The Court has yet to schedule a hearing to consider the Trust's
request.

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.  When
the Debtors filed for protection from their creditors, they
listed $842,085,000 in total assets and $705,441,000 in total
debts.  The Court confirmed the Debtors' Joint Consolidated Plan
of Reorganization on March 31, 2004, and the Plan took effect on
April 15, 2004.


OGLEBAY NORTON: Sells North Carolina Mica Operation for $15 Mil.
----------------------------------------------------------------
Oglebay Norton Company's (OTC Bulletin Board: OGBY) Oglebay Norton
Specialty Minerals, Inc., subsidiary has completed the sale of its
Kings Mountain, North Carolina, mica operation to King's Mountain
Mining LLC, an affiliate of Zemex Corporation for $15,000,000.

The company said it expects to complete the sale of its Velarde,
New Mexico, mica facility before the end of 2005.  Operations at
Velarde have been suspended since September 2004.  The company had
previously announced its intent to sell the two mica operations as
part of its plan to focus on its limestone, limestone fillers,
lime, industrial sands and marine services businesses.

Zemex Corporation is a leading producer of industrial minerals
with facilities across the United States and Canada.  Its products
are used in a variety of commercial applications and are sold
throughout North America, South America, Europe and Asia.  Zemex
is based in Atlanta.

Headquartered in Cleveland, Ohio, Oglebay Norton Company -
http://www.oglebaynorton.com/-- mines, processes, transports and
markets industrial minerals for a broad range of applications in
the building materials, environmental, energy and industrial
market.  The Company and its debtor-affiliates filed for chapter
11 protection on February 23, 2004 (Bankr. D. Del. Case Nos.
04- 10559 through 04-10560).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $650,307,959 in total assets and
$561,274,523 in total debts.  The Debtors' plan of reorganization
became effective on Jan. 31, 2005.


OPTINREALBIG.COM: Taps Lindquist & Vennum as Bankruptcy Counsel
---------------------------------------------------------------
OptinRealBig.com, LLC, asks for permission to employ Lindquist &
Vennum P., L.L.P., as its general bankruptcy counsel, from the
U.S. Bankruptcy Court for the District of Colorado.

Lindquist & Vennum is expected to:

   a) assist in preparing on behalf of the Debtor the schedules
      and statement of financial affairs and other pleading
      necessary for the Debtor's chapter 11 case;

   b) assist and prepare on behalf of the Debtor a disclosure
      statement and plan of reorganization, and all necessary
      applications, complaints, answers, motions, orders, reports,
      and other legal papers;

   c) provide legal advice with respect to the Debtor's rights,
      powers, obligations and duties as debtor-in-possession in
      the continuing operation of the Debtor's business and
      administration of its estate; and

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

John C. Smiley, Esq., a Partner at Lindquist & Vennum, is the lead
attorney for the Debtor.  Mr. Smiley discloses that the Firm
received a $200,000 retainer.  Mr. Smiley will bill the Debtor
$330 per hour for his services.

Mr. Smiley reports Lindquist & Vennum's professionals bill:

    Professional           Designation     Hourly Rate
    ------------           -----------     -----------
    Harold G. Morris       Counsel            $320
    Theodore J. Hart       Associate          $195
    Candy Jones            Paralegal          $120
    Sara M. Monterroso     Paralegal           $70

Lindquist & Vennum assures the Court that it does not represent
any interest adverse to the Debtor or its estate.

Headquartered in Westminster, Colorado, OptinRealBig.com, LLC, is
an e-mail marketing company.  The Company filed for chapter 11
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).
When the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $50 million to $100 million.


OWENS CORNING: Citadel Credit Holds Allowed $1.28M Unsec. Claims
----------------------------------------------------------------
Citadel Credit Trading, Ltd., as assignee of claims originally
held by The Dow Chemical Co., Commercial Alloys Corporation, and
Sarcom Desktop Solutions, Inc., filed Claim No. 6647 against Owens
Corning and its debtor-affiliates for $1,278,282 based on the
claims of the prior owners.

To avoid cost and delay of litigation, the Debtors and Citadel
Credit agree that Citadel Trading will be deemed to have two
allowed, general, unsecured non-priority claims -- one against
Owens Corning for $902,341, and one against Exterior Systems,
Inc. for $209,071.

Citadel Trading agrees to amend Claim No. 6647, which will
supercede any amounts scheduled by any of the Debtors with
respect to the claims of Dow Chemical, Commercial Alloys and
Sarcom Desktop after the Bankruptcy Court approves the
Stipulation.

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


PARAMOUNT RESOURCES: Files Annual & Fourth Quarter Reports
----------------------------------------------------------
Paramount Resources Ltd. (TSX:POU) filed its audited consolidated
financial statements for the year ended December 31, 2004, and
related management's discussion and analysis with Canadian
securities regulatory authorities.   Paramount also filed its
annual information form for the year ended December 31, 2004,
which includes the disclosure and reports relating to reserves
data and other oil and gas information required pursuant to
National Instrument 51-101 of the Canadian Securities
Administrators.

                       Note Redemption

On December 30, 2004, the Company redeemed approximately
US$41.7 million of the 7-7/8% Senior Notes due 2010 and US$43.7
million of the 8-7/8% Senior Notes due 2014.  The indentures
governing the notes permit the Company to redeem up to 35 percent
of the aggregate principal amount of each series of notes
outstanding.  The redemptions were made pursuant to the rights
offering arising from the Company's October equity offerings.

                        Note Exchange

On December 17, 2004, Paramount commenced the exchange offer and
consent solicitation for its 7-7/8 percent Senior Notes due 2010
and 8-7/8 percent Senior Notes due 2014.  On February 7, 2005, the
Company completed the notes offer by issuing US$213.6 million
principal amount of 2013 notes and paying aggregate cash
consideration of approximately US$36.2 million in exchange for
approximately 99.31 percent of the 2010 notes and 100 percent of
the 2014 notes.  The 2013 notes bear interest at a rate of 8-1/2
percent per annum and mature January 31, 2013.  The notes are
secured by approximately 80 percent of the Trust units that will
be owned by Paramount following completion of the Trust Spinout.

                      Equity Issuance

On October 26, 2004, Paramount completed its public offering of
2,500,000 common shares (including 500,000 common shares issued
following the exercise in full of the underwriters' option) at a
price of $23.00 per share for gross proceeds of $57.5 million.

On October 15, 2004, Paramount completed the private placement of
2,000,000 common shares issued on a "?owthrough" basis at $29.50
per share. The gross proceeds of the issue were $59 million.

                    Asset Disposition

On July 27, 2004, Wilson Drilling Ltd., a private drilling company
in which Paramount owns a 50 percent equity interest, closed the
sale of its drilling assets for $32 million to a publicly traded
Income Trust.  The gross proceeds were $19.2 million in cash with
the balance in exchangeable shares.  The exchangeable shares can
be redeemed for trust units in the Income Trust, subject to
customary securities laws and regulations.  In connection with the
closing of the sale, certain indebtedness related to these
operations has been extinguished.

                 $87 Million Asset Acquisition

On August 16, 2004, Paramount completed the acquisition of assets
in the Marten Creek area in Grande Prairie for $86.9 million,
after adjustments.  The assets acquired were producing
approximately 14 MMcf/d of natural gas, or 2,300 Boe/d.  The
reserves attributable to the properties as of July 1, 2004, as
estimated by McDaniel and Associates, consist of proved reserves
of approximately 17.4 Bcf of natural gas, or 2.9 million Boe;
proved plus probable reserves of approximately 22.2 Bcf or
3.7 million Boe.  The asset retirement associated with these
assets is $2.1 million.  In accounting for this acquisition,
the Company recorded a future tax asset in the amount of
$89.0 million.

                 $185 Million Asset Acquisition

On June 30, 2004, Paramount completed the acquisition of assets in
the Kaybob area of central Alberta and the Fort Liard area of the
Northwest Territories for $185.1 million, after adjustments.  The
properties acquired were producing approximately 10,000 Boe/d,
comprised of 40 MMcf/d of natural gas and 3,300 Bbl/d of oil and
natural gas liquids.  The reserves attributable to the properties
as of June 1, 2004 were estimated by Paramount to consist of
proved reserves of approximately 47.2 Bcf of natural gas and
4.4 million Bbl of oil and NGLs, or a total of 12.3 million Boe;
proved plus probable reserves of approximately 93.6 Bcf of natural
gas and 6.7 million Bbl of oil and NGLs, or a total of
22.2 million Boe.

On August 12, 2004, Paramount disposed of the Notikewan assets
acquired in the $185 million asset acquisition for approximately
$20 million.  No gain or loss was recorded on the transaction.

         $125 Million Long-Term Senior Notes Issuance

On June 29, 2004, the Company issued US$125 million 8-7/8 percent
Senior Notes due 2014.  Proceeds from the Senior Notes issuance
were used to partially ?nance the $185 million asset acquisition.
Interest on the notes is payable semiannually, beginning in 2005.
The Company may redeem some or all of the notes at any time after
July 15, 2009, at redemption prices ranging from 100 percent to
104.438 percent of the principal amount, plus accrued and unpaid
interest to the redemption date, depending on the year in which
the notes are redeemed.  In addition, the Company may redeem up to
35 percent of the notes prior to July 15, 2007 at 108.875 percent
of the principal amount, plus accrued interest to the redemption
date, using the proceeds of certain equity offerings.  The notes
are unsecured and rank equally with all the Company's existing and
future senior unsecured indebtedness.  The ?nancing charges
related to the issuance of the senior notes are capitalized to
other assets and amortized evenly over the term of the notes.

                          Credit Facility

As at December 31, 2004, the Company had a $270 million committed
revolving/non-revolving term facility with a syndicate of Canadian
chartered banks.  Borrowings under the facility bear interest at
the lenders' prime rate, bankers' acceptance or LIBOR rates plus
an applicable margin, dependent on certain conditions.
The revolving nature of the facility is due to expire on
March 31, 2005.  The Company has requested and received approval
for an extension on the revolving credit facility of 364 days.
Advances drawn on the facility are secured by a ?xed charge over
the assets of the Company.  In February 2005, the Company's
borrowing capacity under this facility was increased to $330
million as a result of the Company's Senior Note redemption on
December 31, 2004, and an increase in its oil and natural gas
reserves.

                         Working Capital

The Company's working capital surplus at December 31, 2004 was
$8.0 million (2003 - $10.5 million de?ciency).

                     Cash Flow and Earnings

Paramount's cash ?ow from operations increased 77 percent to
$295.6 million from $167.3 million in 2003.  The increase in cash
?ow was a result of a reduction in realized ?nancial instrument
losses in 2004 as compared to 2003, and an increase in revenues
due to higher commodity prices and production.  This was partially
offset by higher operating costs, general and administrative
expenses and interest.

Fourth quarter cash ?ow totaled $92.1 million, an increase of
113 percent from $43.2 million during the same period in 2003
(2002 - $62.1 million). The increase in cash ?ow is a result of
higher production levels and increased commodity prices as
compared to the fourth quarter of 2003.

The Company recorded net earnings of $41.2 million for the year
ended 2004, as compared to net earnings of $1.2 million in 2003.
The higher earnings in 2004 are primarily due to an increase in
petroleum and natural gas sales resulting from higher production
and commodity prices, ?nancial instrument gains in 2004 as opposed
to 2003 losses, and unrealized foreign exchange gains on US debt.
This was partially offset by higher non-cash stock based
compensation expense, depletion and depreciation expense, and
future income tax expense.

                       Quarterly Information

Quarterly net revenues have continued to increase since
June 30, 2003, primarily as a result of an increase in production
levels and higher commodity prices.  The decrease in net revenue
between March 31, 2003, and June 30, 2003, is primarily due to
lower production volumes resulting from the disposition of assets
to Paramount Energy Trust in the ?rst quarter of 2003.  The third
and fourth quarter net revenues for 2004 re?ect increased
production resulting from the acquisition of assets in the Kaybob,
East Liard, and Marten Creek areas.

Quarterly net earnings are generally lower in 2003 due to lower
production levels, combined with higher ?nancial instrument losses
incurred during 2003.

The net loss in the fourth quarter of 2004 is primarily due to the
Company prospectively adopting the intrinsic value method to
account for stock based compensation expense and an increase in
future tax expense.

                               Debt
                         US Senior Notes

The Company issued US$175 million of 7-7/8 percent Senior Notes
due 2010 on October 27, 2003.  Interest on the notes is payable
semi-annually, beginning in 2004.  The Company may redeem some or
all of the notes at any time after November 1, 2007 at redemption
prices ranging from 100 percent to 103.938 percent of the
principal amount, plus accrued and unpaid interest to the
redemption date, depending on the year in which the notes are
redeemed.  In addition, the Company may redeem up to 35 percent of
the notes prior to November 1, 2006 at 107.875 percent of the
principal amount, plus accrued interest to the redemption date,
using the proceeds of certain equity offerings.  The notes are
unsecured and rank equally with all of the Company's existing and
future senior unsecured indebtedness.

On June 29, 2004, the Company issued US$125 million of 8-7/8
percent Senior Notes due 2014.  Interest on the notes is payable
semi-annually, beginning in 2005.  The Company may redeem some or
all of the notes at any time after July 15, 2009 at redemption
prices ranging from 100 percent to 104.438 percent of the
principal amount, plus accrued and unpaid interest to the
redemption date, depending on the year in which the notes are
redeemed.  In addition, the Company may redeem up to 35 percent of
the notes prior to July 15, 2007 at 108.875 percent of the
principal amount, plus accrued interest to the redemption date,
using the proceeds of certain equity offerings.  The notes are
unsecured and rank equally with all of the Company's existing and
future senior unsecured indebtedness.

On December 30, 2004, the Company redeemed US$41.7 million
principal of its 7-7/8 percent Senior Notes due 2010 and
US$43.8 million principal of its 8-7/8 percent Senior Notes due
2014.  The aggregate redemption price was US$45.0 million and
US$47.6 million plus accrued and unpaid interest for the 7-7/8
percent Senior Notes and 8-7/8 percent Senior Notes respectively.

                           Share Capital

As at December 31, 2004, the Company's issued share capital
consisted of 63,185,600 common shares (December 31, 2003 -
60,094,600 common shares).

During the year, employees of the Company exercised 220,500 stock
options for total consideration of $3.1 million.  In October 2004,
Paramount completed a public offering of 2.5 million common shares
at $23.00 per share and a private placement of 2.0 million "?ow
through" common shares at $29.50 per share.  Aggregate gross
proceeds from these two offerings were $116.5 million.  As at
December 31, 2004, the Company had made renunciations of
$23.7 million.

                           Stock Options

The Company has an Employee Incentive Stock Option plan.  Under
the plan, stock options are granted at the current market price on
the day prior to issuance.  Participants in the plan, upon
exercising their stock options, may request to receive either a
cash payment equal to the difference between the exercise price
and the market price of the Company's common shares or common
shares issued from Treasury.  Irrespective of the participant's
request, the Company may choose to only issue common shares. Cash
payments made in respect of the plan are charged to general and
administrative expenses when incurred.  Options granted vest over
four years and have a four and a half year contractual life.

As at December 31, 2004, 5.0 million shares were reserved for
issuance under the Company's Employee Incentive Stock
Option Plan, of which 3.2 million options are outstanding,
exercisable to May 31, 2009, at prices ranging from $8.91 to
$26.29 per share.

Paramount is a Canadian oil and natural gas exploration,
development and production company with operations focused in
Western Canada.  Paramount's common shares are listed on the
Toronto Stock Exchange under the symbol "POU".

Paramount Resources Ltd. (Paramount" or the "Company") is an
independent Canadian energy company involved in the
exploration, development, production, processing, transportation
and marketing of natural gas and oil. The Company's
principal properties are located in Alberta, the Northwest
Territories and British Columbia in Canada. The Company also
has properties in Saskatchewan and offshore the East Coast in
Canada, and in Montana and North Dakota in the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Moody's affirmed the B3 senior implied and assigned a B3 rating to
the company's new senior unsecured exchange notes offering for
Paramount Resources, Ltd, following the company's announced
spin-off of the majority of its reserves into a yet to be created
Unit Trust.

While the ratings have been affirmed, the outlook remains negative
and the company's ability to retain the ratings will depend on how
soon after the transaction's close that management clearly
declares in what time frame it will monetize the units to reduce
debt to supportable levels.

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and 'B' long-term senior unsecured debt ratings
on Calgary, Alberta-based Paramount Resources Ltd. on CreditWatch
with negative implications following the company's announcement of
its intention to seek shareholder and bondholder approval to
spin-off a portion of its existing asset base into a new Canadian
income trust.  The proposed spin-off will affect the ratings on
the US$215 million of public debt remaining after the announced
repurchase of about US$85 million in debt.


PARMALAT USA: Has Until June 30 to Decide on Atlanta Contracts
--------------------------------------------------------------
Parmalat USA Corp. and Farmland Dairies LLC sought and obtained
the U.S. Bankruptcy Court for the Southern District of New York's
authority to reject, assume, or assume and assign, as the case may
be, certain executory contracts and unexpired leases in connection
with a potential sale of Farmland's fluid milk and other beverage
business based in Atlanta, Georgia, on the earlier of the sale's
closing and June 30, 2005.

As described in their Chapter 11 Plan and Disclosure Statement,
the U.S. Debtors determined that the values of their estates
would be maximized by a reorganization of Farmland's business
around its Northeast and Michigan operations.  That revised
strategy called for Farmland to concentrate on its fresh-milk and
nationwide extended-shelf-life milk business and to divest its
non-core operations, including the Atlanta Business.
Accordingly, about that time, the U.S. Debtors and their
professionals commenced a marketing process for the assets
comprising the Atlanta Business.

Farmland is currently engaged in negotiations concerning the
terms and provisions of an asset purchase agreement related to
the sale of the Atlanta Business to a potential purchaser.  It is
anticipated that a request for an order approving the sale of the
Atlanta Business to the Purchaser, free and clear of all liens,
claims, encumbrances, and interests, will be filed shortly.
Given that the Purchaser intends to operate the Atlanta Business
as a going concern, the terms of the sale agreement currently
under negotiation provide for the Purchaser's assumption of
certain of the Atlanta Contracts.

The U.S. Debtors also anticipate that the sale of the Atlanta
Business will close prior to the Effective Date of the Plan.
However, the Debtors cannot be absolutely certain that the sale
will close within that timeframe or that the consummation of the
proposed sale to the Purchaser will, in fact, occur.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells Judge Drain that the confirmation of the U.S.
Debtors' Plan implements their assumption or rejection of the
various executory contracts and unexpired leases.

A list of the Atlanta Contracts is available for free at:

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

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)


PEACHTREE FRANCHISE: Fitch Downgrades Four 1999-A Note Classes
--------------------------------------------------------------
Fitch Ratings downgrades notes for Peachtree Franchise Loan LLC
1999-A:

    -- Class A-X downgraded to 'BBB+' from 'A';
    -- Class A-1 downgraded to 'BBB+' from 'A';
    -- Class A-2 downgraded to 'BBB' from 'A';
    -- Class B downgraded to 'B' from 'BBB';
    -- Class C downgraded to 'CC' from 'CCC'.

The negative rating actions reflect additional reductions in
Fitch's expected credit enhancement that will be available to
support each class in this transaction.  These reductions are
based on the servicer's and Fitch's expected recoveries on
defaulted collateral.  Fitch's recovery expectations are based on
historical collateral-specific recoveries experienced in the
franchise ABS sector.

Continued deterioration of collateral characteristics on defaulted
borrowers has resulted in Fitch lowering recovery expectations.
Most notably, Fitch is concerned about a borrower representing
approximately 10% of outstanding collateral.

Fitch will continue to closely monitor performance of the
transactions and may raise, lower or withdraw ratings as
appropriate.


PHILIP SERVICES: Court Lifts Injunction Against Crown Central
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
granted Crown Central Petroleum Corporation's request to modify
Philip Services, Inc., and its debtor-affiliates' post-
confirmation injunction with respect to Crown Petroleum's claims
and causes of action.

The Court modified the injunction contained in paragraph 3 of the
Confirmation Order dated Dec. 10, 2003, for the Debtors' Second
Amended Joint Plan of Reorganization.  The Court's modifying order
lifts the injunction that previously blocked the five cases that
Crown Central filed against the Debtors from proceeding.

The Court authorizes Crown Central to proceed with the litigation
of its claims against the Debtors, conduct any and all discovery
in connection with the litigation, and fix its claims against the
Debtors whether by agreement, court order or judgment.

The Court also authorizes Crown Central to proceed only against
any rights of insurance that the Debtors may have with respect to
any Contested Claims Reserve set aside in the Debtors' liquidating
trust for Crown's claims no. 5023, 3251, 5478, 5711, and 3252.

Crown Central is a defendant, third-party defendant and cross-
plaintiff in five cases arising out of a fire at Crown's Pasadena
refinery on Nov. 23, 2001.  The five cases filed by Crown Central
against Philip Services, Inc., are:

   a) Cause No. 2003-532000, in the 189th Judicial District Court
      of Harris County, Texas;

   b) Cause No. 2003-45576, in the 55th Judicial District of
      Harris County, Texas;

   c) Cause No. 805,726, in the County Civil Court at Law No. 1 of
      Harris County, Texas;

   d) Cause No. 806,013 in the County Civil Court at Law No. 4 of
      Harris County, Texas; and

   e) Cause No. 2003-45191 in the Judicial District Court of
      Harris County, Texas.

Headquartered in Houston, Texas, Philip Services Corporation, is a
holding company, which owns directly or indirectly a series of
industrial and metals services companies that operate throughout
North America.  The Company and its debtor-affiliates filed for
chapter 11 protection on June 2, 2003 (Bankr. S.D. Tex. Case No.
03-37718).  Robert E. Richards, Esq., John F. Higgins, Esq., and
James Matthew Vaughn, Esq., at Porter & Hedges LLP, and Peter D.
Wolfson, Esq., Robert E. Richards, Esq., at Sonnenschein Nath &
Rosenthal LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $613,423,000 in total assets and
$686,039,000 in total debts.  The Court confirmed the Debtors'
Second Amended and Restated Joint Plan of Reorganization on
Dec. 10, 2003, and the Plan took effect on Dec. 31, 2003.


PRIDE INTERNATIONAL: Moody's Affirms Three Low-B Debt Ratings
-------------------------------------------------------------
Moody's affirmed Pride International's SGL-2 liquidity rating and
its Ba1 senior implied, Ba1 senior secured bank debt, and Ba2
senior unsecured note ratings.  The rating outlook is moved to
stable from negative due to substantially improving adjusted
leverage, strong improving offshore drilling sector fundamentals,
and good liquidity.  Fundamental trends are positive.

After slow up-cycle offshore drilling gains, major day rate gains
began to crystallize in second half 2004, appearing to have
momentum into 2006 and improving the odds of credit strengthening
into 2006.  A sound improving cash flow outlook, significant debt
reduction to date this year, pending conversion of up to
$300 million of convertible debt to equity, and expected further
2005 debt reduction are tangible gains.

Ongoing balance sheet firming and expected cash flow strength into
2006 counterbalance our long-standing concern with Pride's
decentralized and manually-intensive accounting systems and
controls.  Pride is moving aggressively to fix its these problems
as it emerges from several strategic and tactical business and
funding decisions that inflicted far more damage, in our belief,
than did Pride's reported accounting and controls weaknesses.
Pride's prior inconsistent business judgment and stewardship of
capital, of which Pride's accounting weaknesses remain
symptomatic, deferred Pride's deleveraging process by two to three
years.

While fundamental gains justify a move up to stable outlook, we do
not see further rating gains until Pride receives third party
validation that it has gained adequate control over internal
accounting systems, controls, and reporting, and substantially
further reduces adjusted debt and lease-adjusted debt.

The affirmed SGL-2 rating is a composite result of:

   (1) good cash flow and internal cash cover over the four
       quarters ending March 31, 2006 of all scheduled debt
       service, working capital needs, and scheduled capital
       outlays;

   (2) favorable cash flow trends for the 2005- 2006 period;

   (3) very good undrawn back-up bank revolver liquidity;

   (4) very good bank covenant coverage;  and

   (5) adequate alternative liquidity.

The affirmed SGL-2 liquidity rating reflects our view that
liquidity remains good overall now that Pride has filed its
delayed 2004 10-K.  Though delayed, it was filed within the 90 day
limit required by its debt agreements, avoiding the need for debt
holder consents.

Moody's expects 2005 EBITDA in the range of $490 million to
$540 million ($530 million to $580 million of EBITDAR).  Given its
current drilling contract portfolio, the rising markets in which
its spot market rigs are operating, the rising markets into which
its handful of maturing contracted rigs will likely win higher
dayrates, and just over $40 million of balance sheet cash, Moody's
believe that internal cash sources provide good cover of an
expected roughly $364 million of identified 2005 pre-tax outlays
($424 million after a high roughly $60 million of cash taxes).

In 2005, Moody's currently expect roughly $85 million in cash
interest expense, $40 million in new working capital needs, $185
million of capital spending, approximately $54 million of debt
maturities, and roughly $60 million in cash taxes.  Major working
capital gains were made in 2004, freeing up substantial fourth
quarter 2004 cash for debt reduction, though the durability of
those gains will need to be affirmed in 2005.

Regarding Pride's bank covenant cover and access to its undrawn
$500 million bank revolver, Pride filed its delayed 2004 10-K last
week within 90 days after year-end as required by its debt
agreements.  Given $465 million of undrawn revolver availability
(after letters of credit) and expected strong quarterly covenant
cover, revolver cover and access are both deemed to be very good.
The Interest Covenant test had already been reduced to 2.50:1 from
3.25:1, as defined.  In the forecast period, Pride does not appear
to fall below 4.80:1 (first quarter 2005) and improves from there.
The Debt/EBITDA test had been increased to 5.50:1 from 4.50:1.
Pride does not appear to exceed 3.33:1 (first quarter 2005) and
falls from there.

Moody's views Pride's alternative liquidity to be adequate.  While
the $500 million bank revolver and $280 million secured bank term
loan (expected to have been quite materially reduced in first
quarter 2005) are secured by 26 GOM jack-up drilling rigs and 2
semi-submersible rigs, the unencumbered asset base is large and
valuable.  The unencumbered base includes unencumbered
international accounts receivable, Pride's very large South
American land rig business, and several unencumbered offshore
rigs.  In December 2004, the Company fully repaid the loans
collateralized by the Pride Carlos Walter and Pride Brazil, two
dynamically-positioned, deepwater semi-submersibles that are now
unencumbered.

Moody's estimates that Pride has already reduced balance sheet
debt significantly from its $1.735 billion at year-end 2004 level.
Pride has likely already delivered significant debt reduction this
year and will likely deliver in the range of another $500 million
to $550 million of 2005 debt reduction from March 31, 2005 levels.
We expect year-end 2005 balance sheet debt to approach
$1.2 billion.  In is important for balance sheet debt to decline
since adjusted debt is another $341 million higher, including the
non-recourse debt at strategic 30% owned Petrodrill.  Given
roughly $38 million of expected 2005 operating lease expense,
lease-adjusted debt would be higher still.

Pride's 2004 asset sales and important long-term financings and
refinancings of short-dated debt maturities in 2004 considerably
bolstered liquidity.  Prior management had executed a large series
of low-coupon convertible debt issues containing short dated puts
if conversion to common equity did not occur within specified
dates.  Pride's equity price did not reach the levels expected by
management at the time and the maturing debt puts significantly
reduced liquidity until refinanced long term.

Further 2005 debt reduction should come from a combination of
$40 million in first quarter 2005 assets sale proceeds (the 250
foot jack-up Pride Ohio, operating in the Middle East), the
pending April 2005 conversion of up to $300 million of convertible
debt to equity, another possible $70 million from pending 2005
asset sales, and an expected $100 million to $200 million of 2005
free cash flow.

The affirmation of the Ba1 and Ba2 debt ratings reflect a number
of factors.  These include:

   1. expected favorable 2005-2006 cash flow trends on rising
      pricing power in most of Pride's world markets;

   2. significant adjusted debt reduction already and further 2005
      reduction expected;

   3. a potentially significant 2006 cash flow increase as
      existing drilling contracts rollover into likely higher
      dayrates;

   4. a large rig portfolio containing 13 high specification rigs
      of young age;

   5. very substantial rig portfolio diversification across rig
      classes, petroleum basins, foreign fiscal regimes, onshore
      and offshore activity, and by water depth;  and

   6. relative cash flow downside protection through 2006 due to a
      substantial 30% of revenue and 50% of gross margin generated
      under existing drilling contracts.

Adjusted debt, including the full $341 million of 30% owned
Petrodrill debt, is now the lowest in four years and should move
lower as the year progresses.

Moody's has always assumed Pride would one day acquire from its
Brazilian partner the 70% of Petrodrill it does not already own
when it becomes clear the Pride Portland and Pride Rio de Janeiro
will be cash producing assets by winning drilling contracts from
Petrobras.  The rigs were designed to meet Petrobras' needs
offshore Brazil but construction delays, Petrobras' cancellation
of the original contracts that induced Pride/Petrodrill to build
the two rigs, and the fact that the Brazilian partner is suing
Petrobras have complicated the situation.  The Petrodrill partners
must cover $45 million of annual debt service, pro-rata, and cover
their shares of operating costs (currently roughly $1 million per
month per rig) when the rigs are not under contract.

The debt ratings remain constrained by:

   1. still significant adjusted leverage;

   2. the highly cyclical nature of the contract drilling
      business;

   3. its accounting and controls deficiencies and uncertain
      impact on reported results;

   4. the fact that a substantial amount of Pride's activity is
      sensitive to the annual capital spending appropriations of
      emerging market national oil companies (the two largest
      customers are Pemex and Petrobras);

   5. Pride's direct and implicit strategic exposure to debt
      service and operating cost support for its two new semi-
      submersible rigs (the Pride Portland and Pride Rio de
      Janeiro) at the strategic Petrodrill joint venture;

   6. risk of working capital increases;

   7. the risk of significant unscheduled rig down time;  and

   8. and risk concentration in its large Mexican contract
      drilling portfolio.

However, 2005 Mexican contract risk appears to be low since PEMEX
announced a 10% boost in its 2005 capital spending and will
maintain at least the same number of rigs under contract in 2005
as in 2004.

In its annual report on Form 10-K, Pride reported that it had
material weaknesses in its internal control over financial
reporting and that it was restating its financial statements due
to numerous accounting errors impacting periods from 1999 to 2004.
While Pride's accounting weaknesses must be corrected, the direct
cash and income impact is small so far, netting to only a $600,000
income understatement over the last six years. Income was
understated by $1.3 million in 2004, $2.5 million in 2003, and
$800,000 in 2002, and overstated a combined $4 million in the 1999
through 2001.

Since late 2003, the company has made significant changes in its
financial and accounting management and moved aggressively to
address these issues.  Although the remediation of the internal
controls problems remains incomplete and significant challenges
remain, it appears that management has made this a top priority
and will devote the resources necessary to resolve the remaining
issues.

However, it has been the nature and pervasiveness of the internal
control issues that have caused Moody's concern for some time.
As has been evident from previous disclosures, Pride's
decentralized and manually-intensive accounting processes worked
to undermine its ability to produce timely reliable reported
financial results.

Pride transformed its asset portfolio during 1996 through 2001,
evolving from a domestic workover/driller to becoming a large
foreign and domestic shallow water, deepwater and foreign onshore
driller through a series of divestitures, acquisitions, and new
rig construction.  In Moody's view, Pride made some of its
expansion and funding decisions on the basis of misplaced
confidence in oil and gas prices, producer capital spending
cycles, and accretion in its stock price.  Several major floating
offshore rig construction projects also had major cost overruns
and delays.  Most recently, Pride also suffered roughly
$130 million in losses from third party, fixed price construction
platform rig construction contracts it launched in 2001 and only
recently completed.

Still, it was the resultant rising quality of Pride's rig
portfolio and operating skills that supported cash flow in the
interim industry downturn and is now pulling cash flow ahead
relative to the debt burden.  Moody's are also encouraged that
new, upgraded board, management, and operating oversight have made
accounting improvement, tighter control of capital and working
capital, and debt reduction the prime objectives for Pride.

Importantly for 2005 and 2006 cash flows, Pride fully participates
in the increasingly tight deepwater West African and Brazilian
markets, the Middle East and Southeast Asian offshore markets, and
is favorably exposed to the current strong cyclical recovery in
the shallow water Gulf of Mexico markets.

Pride International, Inc., is headquartered in Houston, Texas.


QWEST: Fitch Takes No Action Despite MCI Purchase Talks
-------------------------------------------------------
Fitch Ratings does not intend to take any ratings actions with
respect to Qwest Communications International, Inc. -- QCII --
regarding its proposals to acquire MCI, Inc. prior to the
existence of a definitive merger agreement.  However, an important
consideration, should an agreement be reached, is the evaluation
of the combined company's financial flexibility from a cash
generation and liquidity prospective.

Financial flexibility will be paramount in the near-term,
reflecting the competitive environment of both these companies
along with potential integration costs, MCI contingent
liabilities, and debt change of control provisions from this
potential combination.  Additional considerations would include
capital structure changes, expected realization of synergies, and
change in competitive position or business risk of the company.

Fitch has the ratings in place related to QCII and its
subsidiaries:

   Qwest Communications International, Inc.

       -- Senior unsecured debt of 'B';
       -- Notes due 2009, 2011, and 2014, guaranteed by Qwest
          Services Corporation -- QSC -- 'B+'.

   Qwest Capital Funding, Inc.

       -- Senior unsecured debt 'B'.

   Qwest Communications Corporation

       -- Senior unsecured debt'B'.

   Qwest Services Corporation

       -- Subordinated secured notes 'B+';
       -- $750 million senior secured revolver at 'BB-'.

   Qwest Corporation

       -- Senior unsecured debt and senior term loan 'BB'.


QWEST COMMS: MCI Rejects $8.9 Billion Takeover Bid
--------------------------------------------------
MCI, Inc.'s (Nasdaq: MCIP) Board of Directors voted to reject, for
the third time, Qwest Communications International Inc.'s offer to
acquire MCI in a stock and cash transaction.  The Company's
directors said that Qwest's proposal in its current form, taken as
a whole, is not superior to its merger agreement with Verizon.  As
reported in the Troubled Company Reporter on March 31, 2005, MCI's
board accepted Verizon's $7.5 billion takeover bid over Qwest's
$8.9 billion offer.

According to Jesse Drucker and Almar Latour of the Wall Street
Journal, several MCI officials asked Qwest Chief Executive Richard
C. Notebaert to raise its current bid of $27.50 a share to $30 a
share.  MCI also asked Mr. Notebaert to provide assurances that
Qwest would stick with the deal in spite of potential customer
losses after a deal would be signed but before its closing.

The Board carefully reviewed and considered financial terms,
merger-related conditions, market risks and customer reactions in
arriving at its conclusion.  The Board reached out to Qwest
seeking improvements on financial terms, certainty of close and
other merger terms.  Qwest immediately rejected virtually all of
MCI's requests and reaffirmed that its latest proposal is its
current best proposal.

MCI's Board also took into consideration a number of uncertainties
in terms of value and likelihood of closing, including the
negative sentiment among MCI customers toward a Qwest combination.
Other concerns centered on Qwest's synergy assessments, as well as
the risks associated with Qwest's contingent liabilities.

In the face of these risks, MCI was not willing to jeopardize the
certainty of its Verizon agreement for the uncertainties
surrounding the Qwest proposal.

MCI's agreement with Verizon provides certainty on a number of key
elements, including:

    * A guaranteed minimum of at least $23.50 per MCI share
      (including MCI's March 15 dividend payment of $0.40 per
      share)

    * Certainty of closing

    * Realistic synergy projections

    * Strength of capital structure

    * The ongoing ability and commitment to sustain network
      service quality and invest in new capabilities

MCI has the right to engage in discussions with Qwest and remains
open to the possibility of further discussions.

The MCI Board has notified both companies of its decision.

                     MCI/Verizon Agreement

On March 29, 2005, MCI and Verizon amended their joint merger
agreement.  Under that agreement, each MCI share would receive
cash and stock worth at least $23.50, comprising $8.75 (including
MCI's March 15 dividend payment of $0.40 per share) as well as the
greater of 0.4062 Verizon shares for every share of MCI Common
Stock or Verizon shares valued at $14.75.

                          About MCI

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc.

                          About Qwest

Qwest Communications International Inc. (NYSE:Q) --
http://www.qwest.com/-- is a leading provider of voice, video and
data services.  With more than 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

At Dec. 31, 2004, Qwest Communications' balance sheet showed a
$2,612,000,000 stockholders' deficit, compared to a $1,016,000,000
deficit at Dec. 31, 2003.

                         *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


QWEST COMMS: Weighs Options Following MCI's Rejection of Offer
--------------------------------------------------------------
In response to the MCI Board of Directors' rejection of Qwest
Communications International Inc.'s (NYSE:Q) recent bid to acquire
MCI, the company issued the following statement:

   "Qwest has diligently pursued a combination with MCI over an
   extended period of time.  Throughout this process, Qwest has
   focused on delivering maximum value to MCI shareholders while
   creating benefits for all shareholders, stakeholders and
   customers.

   "MCI's Board of Directors has chosen to reject what we believe
   is a superior offer to acquire MCI.  The company is currently
   weighing its options and shareholders will dictate the next
   steps in this process.

   "After 10 months of thorough analysis and discussion, Qwest
   developed a proposal that maximizes share owner value and
   carefully balances the risk/reward for investors.

   "We believe that Qwest's current proposal clearly provides
   superior value for shareholders:

      -- With a total cash and stock offer of $27.50, Qwest's bid
         stands at nearly a 20 percent premium over Verizon's
         offer of $23.10.

      -- The cash component of Qwest's bid -- $13.50 per share --
         is 62 percent greater than Verizon's $8.35 per share.

      -- As a result of the roughly 40 percent equity stake MCI
         shareholders would have in a combined Qwest/MCI,
         shareholders will enjoy greater participation in
         synergies -- up to $17 per share.  With a Verizon deal,
         MCI shareholders are left with a roughly four percent
         stake in a combined entity.  Synergy upside in such a
         scenario is only about $1 for each MCI share.

      -- Given the nature and geographic distribution of the
         combined Qwest/MCI assets, Qwest continues to assert that
         regulatory approval will be quicker, giving shareholders
         faster access to the proceeds and synergies of the
         combined organization.

   Each element of Qwest's superior proposal and operational plan
   has been reviewed with MCI's Board and its management in
   detail.  Our more than 10 months of intensive discussions,
   including the expanded due diligence granted us by MCI in
   March, have convinced us that our plans for a combined
   Qwest/MCI are achievable and should deliver on the synergies
   that we have identified.

   We are confident that our offer is superior, and statements of
   support from many MCI shareowners indicate that they are in
   agreement with us. And, as stated above, Qwest will allow
   shareholders to dictate the next steps."

                          About MCI

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc.

                          About Qwest

Qwest Communications International Inc. (NYSE:Q) --
http://www.qwest.com/-- is a leading provider of voice, video and
data services.  With more than 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

At Dec. 31, 2004, Qwest Communications' balance sheet showed a
$2,612,000,000 stockholders' deficit, compared to a $1,016,000,000
deficit at Dec. 31, 2003.

                         *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


RAYTECH CORP: Seeks Waivers & Reports Prelim Financial Results
--------------------------------------------------------------
Raytech Corporation (NYSE: RAY) will be filing a notification of
late filing related to its annual report on Form 10-K for the year
ended January 2, 2005.

The Company is finalizing its accounting for, and disclosures
relating to, impairment charges and restructuring charges arising
from its decisions to close its Sterling Heights, Michigan and
Liverpool, England manufacturing facilities and to relocate its
corporate office from Shelton, Connecticut to its existing
facilities in Crawfordsville, Indiana.  The Company is also still
completing its analysis and its review of its deferred tax assets.

The Company is also seeking waivers from its lenders with respect
to certain covenants in its lending agreements.  Certain of these
covenants, if not waived, would make the debt callable by the
lending institutions.  Although the Company currently believes
that its lenders will provide the waivers and the Company will
cure the default, discussions between the Company and its lenders
will continue beyond the due date for the Report.  The Company
believes that if the covenant waivers are not obtained, the
Company's independent registered public accounting firm may
include an explanatory paragraph in connection with its report on
the Company's financial statements included in the Company's Form
10-K for the fiscal year ended January 2, 2005, disclosing that
there is significant doubt about the Company's ability to continue
as a going concern.  The Company expects to file its Form 10-K for
the fiscal year ended January 2, 2005, within fifteen calendar
days after the prescribed due date of such Form 10-K.

It is currently anticipated that the Company will report a net
loss of approximately $3 million for the fiscal year ended
January 2, 2005, compared to a net loss of $66 million for the
fiscal year ended December 28, 2003, of which approximately $49
million related to an impairment charge.  The impairment charge
recorded in fiscal 2003 related to the write down of certain
tangible and intangible assets triggered by the decline in
profitability in the Domestic Wet Friction segment during fiscal
2003.

In fiscal 2004, the Company currently expects to record an
impairment charge of $2 million and a restructuring charge of
$3 million.  The restructuring expense and impairment charge
recorded in fiscal 2004 relates to the announced closure of
certain manufacturing facilities and the relocation of the
corporate functions.

The Company currently expects that it will also report increases
in worldwide sales, gross profit and operating profit for fiscal
2004 compared to fiscal 2003.

Raytech Corporation is a worldwide manufacturer of wet and dry
clutch, power transmission and brake systems as well as specialty
engineered polymer matrix composite products and related services
for vehicular applications, including automotive OEM, heavy duty
on-and-off highway vehicles and aftermarket vehicular power
transmission systems.  Through two technology and research centers
and six manufacturing operations worldwide, Raytech develops and
delivers energy absorption, power transmission and custom-
engineered components focusing on niche applications where its
expertise and technological excellence provide a competitive edge.

Raytech Corporation, headquartered in Shelton, Connecticut,
operates manufacturing facilities in the United States, Germany,
England and China as well as technology and research centers in
Indiana and Germany.  The Company's operations are strategically
situated in close proximity to major customers and within easy
reach of geographical areas with demonstrated growth potential.

Raytech common stock is listed on the New York Stock Exchange and
trades under the symbol "RAY."  Company information may be
accessed on our Internet website http://www.raytech.com/


REDDY ICE: Amends 8-7/8% Senior Subordinated Debt Tender Offer
--------------------------------------------------------------
Reddy Ice Group, Inc. is amending its previously announced tender
offer and consent solicitation for its outstanding 8-7/8% senior
subordinated notes due 2011 by:

     (i) extending the Consent Date to 5:00 p.m., New York City
         time, on April 12, 2005, unless further extended or
         terminated,

    (ii) extending the Price Determination Date to April 13, 2005,
         unless further extended or terminated,

   (iii) extending the Expiration Date to 5:00 p.m., New York City
         time, on April 28, 2005, unless further extended or
         terminated, and

    (iv) increasing the Total Consideration for Notes validly
         tendered and accepted for payment by the Consent Date to
         be equal to the sum of:

         (x) 35% of the Equity Claw-back Price ($1,088.75 per
             $1,000 principal amount of Notes validly tendered)
             and

         (y) 65% of the Fixed Spread Price, which is being
             increased to equal the present value on the Payment
             Date, which will occur promptly after the Expiration
             Date, of all future cash flows on the Notes (minus
             accrued and unpaid interest up to, but not including,
             the Payment Date) to August 1, 2007, the first date
             on which the Notes are redeemable, based on:

             (a) the yield on the 3.25% U.S. Treasury Note due
                 August 15, 2007, based on the bid-side price for
                 the Reference Security, as of 2:00 p.m., New York
                 City time, on the Price Determination Date, as
                 displayed on the Bloomberg Government Pricing
                 Monitor, Page PX5, plus

            (b) 50 basis points.

In addition, holders who validly tender and do not validly
withdraw their Notes in the tender offer will receive accrued and
unpaid interest from the last interest payment date up to, but not
including, the Payment Date.  Of this Total Consideration, $20 per
$1,000 principal amount of the Notes represents a consent payment.
No consent payment will be made in respect of Notes tendered after
the Consent Date.  As of 5:00 p.m., New York City time on April 5,
2005, holders had validly tendered and not validly withdrawn
approximately $44 million in aggregate principal amount of Notes.

The yield on the Reference Security as of 2:00 p.m., New York City
time, on April 4, 2005, was 3.785%.  Assuming the yield on the
Reference Security is the same on the Price Determination Date and
the Payment Date is April 29, 2005, the Total Consideration for
each $1,000 principal amount of notes would be $1,120.70.

The Notes are being tendered pursuant to Reddy Ice's Offer to
Purchase and Consent Solicitation Statement dated March 22, 2005,
which more fully sets forth the terms and conditions of the cash
tender offer to purchase any and all of the outstanding principal
amount of the Notes as well as the consent solicitation to
eliminate substantially all of the restrictive covenants and
certain events of default contained in the Indenture governing the
Notes.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including there being validly
tendered and not validly withdrawn at least a majority of the
aggregate principal amount of the Notes outstanding and Reddy Ice
having available funds sufficient to pay the aggregate Total
Consideration from the anticipated proceeds of a new senior credit
facility and from an offering of equity by Reddy Ice Holdings,
Inc., the parent of Reddy Ice, in connection with the initial
public offering of its common stock.

This release does not constitute an offer to purchase, a
solicitation of an offer to sell or a solicitation of consent with
respect to any securities.  The full terms of the tender offer and
the consent solicitation are set forth in Reddy Ice's Offer to
Purchase and Consent Solicitation Statement, dated March 22, 2005,
and in the related Consent and Letter of Transmittal and the other
related documents, each of which is superseded by this press
release to the extent that the terms contained herein are
inconsistent with the terms contained therein.

Credit Suisse First Boston LLC is the sole Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer and consent solicitation may
be directed to Credit Suisse First Boston LLC, Liability
Management Group, at (800) 820-1653 (US toll-free) and (212) 538-
0652 (collect).  Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
the Information Agent for the tender offer and consent
solicitation, Morrow & Co., Inc., at (800) 654-2468 (US toll-free)
and (212) 754-8000 (collect).

                        About the Company

Headquartered in Dallas, Texas, Reddy Ice Holdings, Inc., and its
subsidiaries manufacture and distribute packaged ice in the United
States serving approximately 82,000 customer locations in
32 states and the District of Columbia under the Reddy Ice brand
name.  The company is the largest of its kind in the United
States. Typical end markets include supermarkets, mass merchants,
and convenience stores.  For the last twelve months ended
June 30, 2004, consolidated revenue was approximately
$260 million.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2004,
Moody's Investors Service assigned a Caa1 rating to the proposed
$100 million gross proceeds senior discount notes, due 2012,
issued by Reddy Ice Holdings, Inc., the ultimate parent holding
company of Reddy Ice Group, Inc.  Moody's also affirmed the
companies' existing ratings pro-forma for the proposed
transactions.  Moody's said the outlook remains stable.


RELIANCE GROUP: Wants to Honor Interparty Pact with J. Goodman
--------------------------------------------------------------
The Official Unsecured Bank Committee and the Official
Unsecured Creditors' Committee ask Judge Gonzalez of the U.S.
Bankruptcy Court for the Southern District of New York to permit
Reliance Group Holdings, Inc., to enter into, and perform
obligations under an Interparty Agreement with James A. Goodman.
The Interparty Agreement will aid in the consummation of the
First Amended Plan of Reorganization of Reliance Financial
Services Corporation.

Pursuant to his Employment Agreement, Mr. Goodman will be the
Chief Executive Officer of Reorganized RFSC starting on the
Effective Date, although his term will be deemed effective nunc
pro tunc to February 1, 2005, pursuant to the Court's Order in
Aid of Consummation of Reliance Financial Services Corporation's
Plan of Reorganization.

On the Effective Date, pursuant to a Senior Secured Credit
Agreement and a Security Agreement, RGH will advance funds to
Reorganized RFSC.  The advanced funds will be secured by assets
of Reorganized RFSC.  On the Effective Date, RGH, as a secured
creditor of Reorganized RFSC, will enter into control agreements
with depositary banks to perfect RGH's security interest in the
advanced funds held in Reorganized RFSC's deposit accounts.

The rights and priorities of RGH and Mr. Goodman to certain of
RGH's collateral in the event of a default are not currently
specified or addressed in the Loan and Security Documents.  To
clarify these matters, RGH and Mr. Goodman have agreed to enter
into the Interparty Agreement.  The principal terms of the
Interparty Agreement are:

    1) Upon an event of Default, RGH will accept direction from
       Mr. Goodman:

       (A) to establish a reserve or to make resources available,
           to fund Mr. Goodman's indemnification rights under the
           Employment Agreement, and

       (B) to honor checks payable by Reorganized RFSC to third
           parties (other than Mr. Goodman),

           -- applicable to checks written before the event of
              Default, and

           -- Mr. Goodman may not direct the honoring of checks:

              (x) for more than $300, or

              (y) payable in an aggregate amount greater than
                  $2,000, and

              (z) not applicable to checks written before the
                  Event of Default that fund items or obligations
                  of Reorganized RFSC for which Mr. Goodman may
                  incur personal liability.

    2) For six months after a Default, RGH will continue to pay
       Mr. Goodman's expenses, salary and hourly compensation, but
       not Mr. Goodman's incentive compensation.

    3) RGH will have no obligation under the Interparty Agreement
       to accept direction on any funds other than:

       (A) the net remaining funds RGH receives by exercising its
           remedies under the Control Agreements,

       (B) funds held in Reorganized RFSC's deposit accounts as of
           the date of direction,

       (C) Mr. Goodman's rights and recourse to these funds will
           be limited under the Interparty Agreement.

    4) Neither Mr. Goodman nor Reorganized RFSC may issue checks
       subsequent to a Default or direct that post-Default checks
       be honored if they draw on funds constituting RGH's
       Collateral.

    5) Except as provided under the Interparty Agreement,

       (A) the Loan and Security Documents will remain in full
           force and effect; and

       (B) the Interparty Agreement will not represent a waiver of
           any right, power or remedy of RGH under the Loan and
           Security Documents.

    6) Other than Mr. Goodman's right under the Interparty
       Agreement to assign his rights to his estate, his rights
       under the Interparty Agreement are non-assignable.

According to the Committees, the Interparty Agreement clarifies
the rights of Mr. Goodman and RGH regarding the Collateral,
lessening the chances of confusion and litigation in the future.
Since Mr. Goodman will not be receiving directors' and officers'
liability insurance from Reorganized RFSC, the Committees note,
the proposed clarification of his and RGH's rights to the
Collateral pursuant to the Interparty Agreement is reasonable and
appropriate.

Approval of the Interparty Agreement will facilitate RFSC's final
steps toward consummation of the RFSC Plan, the Committees state.
Furthermore, it will not result in a significant burden on RGH or
any material adverse effect to RGH's estate or to its creditors.
Accordingly, the Committees assert, the Court should permit RGH
to enter into, and perform any obligations under, the Interparty
Agreement.

The Official Unsecured Bank Committee is represented by Andrew P.
DeNatale, Esq., Richard Horsch, Esq., Daniel P. Ginsberg, Esq.,
and Elizabeth Feld, Esq., at White & Case LLP, in New York.

Arnold Gulkowitz, Esq., and Brian Goldberg, Esq., at Orrick,
Herrington & Sutcliffe LLP, in New York, are the attorneys for
the Official Unsecured Creditors' Committee.

Headquartered in New York, New York, Reliance Group Holdings,
Inc. -- http://www.rgh.com/-- is a holding company that owns
100% of Reliance Financial Services Corporation. Reliance
Financial, in turn, owns 100% of Reliance Insurance Company.
The holding and intermediate finance companies filed for chapter
11 protection on June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403)
listing $12,598,054,000 in assets and $12,877,472,000 in debts.
The insurance unit is being liquidated by the Insurance
Commissioner of the Commonwealth of Pennsylvania. (Reliance
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REMEDIATION FIN'L: Wants Solicitation Period Extended to July 27
----------------------------------------------------------------
Remediation Financial, Inc., RFI Realty, Inc., Santa Clarita,
L.L.C., and Bermite Recovery, L.L.C., ask for an extension of
their exclusive period to solicit acceptances of their Plan of
Reorganization through July 27, 2005, from the U.S. Bankruptcy
Court for the District of Arizona.  The Honorable Judge Charles G.
Case II will hear the motion on June 29, 2005, at 11:00 a.m.

The Debtors say that their chapter 11 cases are very complex, with
multiple disputed claims and environmental issues.  The Debtors
have sought settlements with various adversaries.  These efforts
have begun to bear fruit and some settlements have been reduced to
writing.  Other settlements appear to be in the last stages of
negotiation.  The Debtors believe all of these settlements will
lead to a nearly or entirely consensual Plan.

The Debtors tell Judge Case they plan to bring all pending
settlements to the Bankruptcy Court for review and approval at a
hearing before July 27.

Headquartered in Phoenix, Arizona, Remediation Financial, Inc. is
a real estate developer.  Remediation Financial, Inc., and Santa
Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty, Inc., filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery, L.L.C., filed on September 30, 2004 (Bankr. D. Ariz.
Case No. 04-17294).  Alisa C. Lacey, Esq., at Stinson Morrison
Hecker LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of $10 million to $50 million.


REXNORD CORP: Buying Falk Cues S&P to Put B+ Rating on CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Rexnord Corporation on
CreditWatch with negative implications.

At Dec. 31, 2004, Rexnord, a leading manufacturer of industrial
power transmission components, based in Milwaukee, Wisconsin, had
approximately $559 million of total debt outstanding.

"The CreditWatch placement follows the company's announcement that
it has entered into a definitive agreement to purchase Falk Corp.
from United Technologies Corp., for approximately $295 million "
said Standard & Poor's credit analyst Joel Levington.  "The
transaction is expected to close in the second quarter of 2005."

United Technologies has a single-'A' corporate credit rating and
stable outlook.

Strategically, the transaction appears to be a good fit.  Falk
will extend Rexnord's end-market and product breadth, particularly
in the water treatment, aggregates, and food and beverage markets.
In addition, Rexnord may be able to achieve some cost synergies,
as both companies manufacture industrial mechanical power
transmission components and are located in Milwaukee.

However, it is unclear how the transaction will be financed, or
what the level of Falk's earnings and cash flow generation will be
over the business cycle.  As a result, the transaction could
leverage Rexnord beyond our current expectations of 4x-5x total
debt to EBITDA.

We will meet with management shortly to discuss the specifics of
the transaction, as well as its financial policies and business
strategies, given that this is the first large acquisition the
company has made since The Carlyle Group (unrated) acquired it in
2002.


ROOMLINX INC: Inks Pact to Acquire SuiteSpeed
---------------------------------------------
RoomLinX, Inc. (OTCBB: RMLX.OB), a wireless high-speed network
solutions provider to the hospitality industry, signed a Letter of
Intent to acquire SuiteSpeed, Inc.  Under the terms of the non-
binding arrangement, RoomLinX will issue 21,450,000 shares of its
common stock to acquire the outstanding stock of SuiteSpeed.  The
shares will have piggy-back registration rights commencing six
months after the completion of the acquisition.

"Guests now demand quality WiFi service from the hotel industry,"
said Aaron Dobrinsky, CEO of RoomLinX.  "As one of the few U.S.
public companies in this industry, we are uniquely positioned to
leverage our scope and competitive advantages for the benefit of
our customers and shareholders.  Our proposed acquisition of
SuiteSpeed demonstrates our commitment to our stated strategy: to
grow organically as well as through acquisitions.  The addition of
SuiteSpeed enhances our leadership position in the industry.  In
addition to adding to the number of rooms under management, we
believe that the combined companies will be positioned to enjoy
economies of scale on an operational level as well.  This will
allow us to continue to offer value added products to our
customers."

SuiteSpeed, a provider of high-speed wireless Internet access
solutions, has delivered WiFi services to hotels since 2000.  The
company serves brand-name properties such as the Renaissance,
Courtyard by Marriott, Holiday Inn, Radisson, Hampton Inn and Best
Western.

Consummation of the transaction is subject to completion of due
diligence, execution of a definitive agreement and closing
conditions to be provided for in the definitive agreement.
Customers will experience no disruption in service, and their
company contact points will remain unchanged.  Upon closing,
SuiteSpeed founder Mike Wasik will join the executive team at
RoomLinX.

"SuiteSpeed is very excited about combining operations with
RoomLinX," said Mike Wasik, founder and CEO of SuiteSpeed.  "We
have strong operational synergies and share philosophies that
should greatly benefit our existing customers, employees, and
shareholders.  Both organizations are passionate about providing
'Best in Class' service and support to our existing customers.
Together we will continue to help hotels provide important
amenities to their guests, such as centralized printing, VOIP, and
automated concierge services.  We are confident that our customers
will recognize the quality and market leadership that the combined
entity will provide."

RoomLinX also disclosed the resignation of Bob Lunde from its
board of directors.  Mr. Lunde was an executive of the company
during last year's merger with Arc Communications and has served
as an active board member since then.

                        About the Company

RoomLinX, Inc., is a pioneer in Broadband High Speed Wireless
Internet connectivity, specializing in providing the most advanced
WI-FI Wireless and Wired networking solutions for High Speed
Internet access to Hotel Guests, Convention Center Exhibitors,
Corporate Apartments, and Special Event participants.  Designing,
deploying and servicing site-specific wireless networks for the
hospitality industry is RoomLinX's core competency.

At Sept. 30, 2004, RoomLinX, Inc.'s balance sheet showed a
$211,065 stockholders' deficit.


SALOMON BROTHERS: Fitch Maintains Junk Rating on $11.1 Mil. Certs.
------------------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc.'s mortgage pass-
through certificates, series 1996-C1 are upgraded by Fitch
Ratings:

    -- $11.1 million class E to 'A' from 'BBB-'.
    -- $11.1 million class F remains at 'CCC'.

Classes A-1, A-2, IO, B, C, and D have paid in full. Fitch does
not rate the $1.2 million class G certificates.

The upgrade of class E is due to an increase in credit enhancement
since issuance, as well as the increasing likelihood of the
refinancing of three of the remaining loans.

As of the March 2005 distribution date, the pool's aggregate
certificate balance has been reduced by 89% to $23.5 million from
$212.0 million at issuance.

The pool is concentrated, with only six loans remaining. Three are
performing (53%).  The largest loan (27%) is secured by a
multifamily property in Atlanta, Georgia.  The property was 97%
occupied as of September 2004.  The other two performing loans
(27%) are secured by retail properties, both of which are
performing better than issuance levels.  The maturity dates are
August 2005 and January 2006.

Losses are expected on the Clubhouse Inn loan portfolio (47%).
The assets are three hotel properties that are real estate owned
-- REO -- and in special servicing.  The properties are being
marketed for sale.  While losses are likely to impact class F,
class E remains well insulated from any potential losses.

Realized losses in the pool total $7.8 million, or 3.7% of the
original principal balance.


SATURNS TRUST: S&P Cuts Rating on $60 Mil. Debt to BB+ From BBB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on SATURNS
Trust No. 2003-1's $60.192 million Sears Roebuck Acceptance
Corporation debenture-backed series 2003-1 to 'BB+' from 'BBB' and
removed it from CreditWatch negative, where it was placed Nov. 4,
2004.

The rating action follows the lowering of Sears Roebuck Acceptance
Corporation's corporate credit and senior unsecured debt ratings
and their subsequent removal from CreditWatch on March 28, 2005.

SATURNS Trust No. 2003-1 is a swap-independent synthetic
transaction that is weak-linked to the underlying collateral,
Sears Roebuck Acceptance Corp.'s senior unsecured debt.

A copy of the Sears Roebuck Acceptance Corporation-related
research update, dated March 28, 2005, can be found on
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/


SENETEK PLC: Appoints M. Khoury & R. Aliahmad as New Directors
--------------------------------------------------------------
Senetek PLC (OTC Bulletin Board: SNTKY), a healthcare technologies
company focused on developing and co-marketing products for the
anti-aging markets worldwide, appointed two new directors to its
Board and three existing directors have resigned.

Joining the Board are Michael Khoury and Rani Aliahmad.  Mr.
Khoury, served as CEO of First National Mortgage Exchange and
InterScore, a consulting firm, and was formerly a Senior Manager
of Deloitte & Touche.  Currently, he is a consultant to a private
investment group and serves as a Director on the Board of Miravant
Medical Technologies.  Mr. Khoury holds a B.S. in Mathematics from
the American University of Beirut, an MFA from New York
University, and an MBA from UCLA.  He is a CPA and a Fulbright
Scholar.

Mr. Aliahmad serves as President of USA Call, a provider of end-
to-end mobile solutions and services for the marketing arena.  He
has held several posts including co-founder of Cardionomics, co-
founder and Chief Strategic Officer of eCandy, a business-to-
business platform for the US confectionery industry, Managing
Director of CIC, a telecommunications investment and consulting
company, and Junior Economist at Republic National Bank of NY.
Mr. Aliahmad received his BA in Economics from Yale University and
his MBA in Information Technology and Entrepreneurship from MIT.
While at MIT, he worked on some of the first Internet commercial
applications and on IT healthcare startups.  He is closely
affiliated with the MIT Entrepreneurship Center and the E-Lab.

Mr. Khoury and Mr. Aliahmad were appointed at the request of the
holders of Senetek's Senior Notes and related warrants under a
provision in the September 2003 debt restructuring agreement that
permits these holders to designate two directors to Senetek's
Board who are "independent" within the meaning of the federal
securities laws and related Nasdaq Stock Market provisions and
whose qualifications are reasonably satisfactory to Senetek's
board.

Outgoing Board members are Franklin Pass, Andreas Tobler and Uwe
Thieme.  Dr. Pass, who has served since 2002 and Mr. Tobler and
Dr. Thieme, who both have been board members since 1998, have
advised that they wish to devote more time to their principal
business interests.

Frank J. Massino, Chairman & CEO, commented, "All three members
added great value to our Board and we thank them for their many
contributions.  The Company will be conducting an active search
for seasoned industry professionals to complement the skill sets
of the existing Board."

The newly constituted Board will be evaluating options for
streamlining the Company's corporate capital structure and
regaining listing on a national securities exchange.  These may
include migration to the US.  Currently Senetek is an English
company with its shares traded as ADRs on the OTC Bulletin Board.
The Company intends to continue with its strategy to grow the
business both organically and by product acquisitions and
synergistic distribution partnerships.

Mr. Massino stated "the Company is primed for growth by having a
secured base of revenues from its lead skincare product Kinetin,
an excellent partner in Ardana BioSciences for obtaining the
needed regulatory approvals required for commercialization of
Invicorp in Europe and a very rich portfolio of skincare
technology which should enable the company to meet its key
objective of launching one new product with differential advantage
per year."

                        About the Company

Senetek is a life sciences-driven product development and
licensing company primarily focused on the high growth market for
dermatological and skincare products addressing photoaging and
age-related skin conditions.  Senetek's patented compound Kinetin
is a naturally occurring cytokinin that has proven effective in
improving the appearance of aging skin with virtually none of the
side effects associated with acid-based active ingredients.
Senetek has licensed Kinetin to leading global and regional
dermatological and skincare marketers including Valeant
Pharmaceuticals International (formerly ICN), The Body Shop and
Revlon.  Senetek recently announced new agreements with Valeant
Pharmaceuticals under which Valeant gained rights to license
Zeatin, a patented analogue of Kinetin, on an exclusive basis
throughout the world on substantially the same commercial terms as
under its Kinetin license.  Senetek's researchers at the
University of Aarhus, Denmark, are collaborating with the
Institute of Experimental Botany, Prague, and Beiersdorf AG,
Hamburg, to identify and evaluate new compounds for this high
growth field.

At Dec. 31, 2004, Senetek's balance sheet showed a $1,361,000
stockholders' deficit, compared to a $2,929,000 deficit at
Dec. 31, 2003.


SPIEGEL INC: Court Okays Home Store Lease Disposition Protocol
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Spiegel, Inc., and its debtor-affiliates to dispose of
the Home Store Leases without further Court order, depending on
the circumstances surrounding each Home Store Lease, in order to
close Eddie Bauer, Inc.'s furnishings and home decor division as
efficiently and effectively as possible.

Specifically, the Debtors may:

   (1) negotiate a reduction, abatement or deferral in the base
       rent and other payment obligations under the Home Store
       Leases;

   (2) surrender a portion of the premises covered by the Home
       Store Lease and receive on account of the surrender a
       reduction of their rent obligations;

   (3) negotiate and agree to any amendment or modification to
       any of the terms the Home Store Leases;

   (4) solicit, list or market Home Store Premises to third
       parties to assign the Home Store Lease;

   (5) enter into a new lease agreement with respect to any of
       the Home Store Premises;

   (6) enter into a new retail apparel lease agreement for a new
       retail apparel premises in conjunction with the complete
       termination of a Joint Lease;

   (7) terminate the lease of an Eddie Bauer retail apparel store
       that is the subject of a separate retail apparel store
       lease or a Joint Lease; and

   (8) reject that portion relating to an Eddie Bauer apparel
       store, in addition to that portion relating to the Home
       Store.

Mr. Garrity explains that a significant majority of the Home
Store Leases are in locations in which the Debtors also lease
space for an Eddie Bauer retail apparel store.  In some cases,
the Home Store Premises and retail apparel premises are governed
by a single lease.  Where a Home Store is going to close, Eddie
Bauer may prefer to swap space by leasing the present Home Store
Premises for use as an Eddie Bauer retail apparel store and
vacating the existing Eddie Bauer retail apparel store premises.

Eddie Bauer will seek to negotiate an agreement with the landlord
to enable the Debtors to retain the premises that has the size
and location which best suits Eddie Bauer's ongoing businesses.

Pursuant to Section 554(a) of the Bankruptcy Code, any trade
fixtures and other personal property remaining in the leased
premises on the effective dates of the rejection of any Home
Store Lease will be deemed abandoned by the Debtors.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STRUTHERS INDUSTRIES: Business Up for Sale to Highest Bidder
------------------------------------------------------------
After its plan of reorganization was approved in October of 2003,
Struthers Industries, Inc., still hasn't turned the corner, David
Tortorano at the Sun Herald reports.

Joe Ethridge, President of Struthers, tells Mr. Tortorano that he
hopes his company will recover, and if not, he hopes a buyer will
let the company keep its doors open.

An auction to sell the business is scheduled for Apr. 20, 2005, at
1:00 p.m. at the U.S. Courthouse in Biloxi, Mississippi.

Stuthers Industries, Inc. -- http://www.struthersind.com/--  
designs and fabricates heat transfer equipment including shell and
tube heat exchangers, Feedwater heaters and waste heat boilers.
The company filed for chapter 11 protection on Mar. 9, 1998
(Bankr. N.D. Okla. Case No. 98-00882).  Randall S. Pickard, Esq.,
in Tulsa, Oklahoma, represents the Debtor.  When it filed for
bankruptcy, it listed $155.5 million in assets and $196.9 million
in debts.


SYRATECH CORP: Silvestri Auction Set for Apr. 19
------------------------------------------------
An auction to sell Syratech Corporation's Silvestri Division is
set for Apr. 19, 2005, at 9:00 a.m., at the offices of Weil,
Gotshal, & Manges LLP, located in 100 Federal Street in Boston,
Massachusetts.

Gift Acquisition, LLC, is the stalking horse bidder in this
transaction.   The Debtor anticipate close a sale transaction with
the Gift Acquisition or the highest and best bidder emerging at
the Auction by Apr. 21.

The United States Bankruptcy Court for the District of
Massachusetts, Eastern Division, has put uniform bidding
procedures in place that require a minimum bid of $2,750,000 and
provide a $300,000 break-up fee for Gift Acquisition in the event
its offer is topped by a competing bidder.

Gift Acquisition is a wholly-owned subsidiary of D.E. Shaw Laminar
Portfolis, LLC, and was formed by Edie Lufkin, current General
Manager of Silvestri, and by Linda Simpson, Silvestri's vice-
president of product development.

Syratech concluded that selling the Silvestri division was the
best course of action to step recurring losses.

Headquartered in Boston, Massachusetts, Syratech Corporation --
http://www.syratech.com/-- manufactures, markets, imports and
sells tabletop giftware and home decor products.  The Debtor,
along with its affiliates, filed for chapter 11 protection on
Feb. 16, 2005 (Bankr. D. Mass. Case No. 05-11062).  When the
Debtors filed for protection from their creditors, they listed
$86,845,512 in total assets and $251,387,015 in total debts.


THAXTON GROUP: Gets Lease Decision Period Extended to June 8
------------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates sought and
obtained the approval for an extension to assume or reject
unexpired leases of nonresidential real property, under which the
Debtors are lessees, through and including June 8, 2005, with the
United States Bankruptcy Court for the District of Delaware.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  The Debtors
are represented by Michael G. Busenkell, Esq., and Robert J.
Dehney, Esq., at Morris, Nichols, Arsht & Tunnell.  When the
Debtors filed for protection from their creditors, they listed
$206 million in assets and $242 million in debts.


THAXTON GROUP: Sells Accounts Receivables to The Sagres Company
---------------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to sell certain of their charged off accounts
receivable to The Sagres Company.

Charged off accounts are delinquent or non-performing under their
policies.  The Debtors' charged off receivables total $48,673,739.

In a Court-approved bidding process, two parties expressed
interest in purchasing the accounts.  The Sagres Company bid
$380,000, and that was the highest and best offer.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  The Debtors
are represented by Michael G. Busenkell, Esq., and Robert J.
Dehney, Esq., at Morris, Nichols, Arsht & Tunnell.  When the
Debtors filed for protection from their creditors, they listed
$206 million in assets and $242 million in debts.


TRUMP HOTELS: $10 Million Reserved to Pay DLJ's Claims
------------------------------------------------------
On August 9, 2004, Trump Hotels & Casino Resorts, Inc., and its
debtor-affiliates announced a potential restructuring transaction
in which DLJ Merchant Banking Partners III, LP, would invest up to
$400 million in the Debtors subject to certain terms and
conditions.  In September 2004, the Debtors terminated discussions
for the potential investment by DLJMB.

On January 18, 2005, DLJMB filed proofs of claim against five of
the Debtors, each for $25 million, relating to the DLJMB
Transaction.  In mid-February, the Debtors filed an amended Plan
of Reorganization.  The Debtors commenced solicitation of votes
with respect to the Plan on February 22.

On March 21, 2005, DLJMB filed its objection to confirmation of
the Plan.  DLJMB complained that:

    -- the Debtors' solicitation process is flawed and violated
       the express order of the U.S. Bankruptcy Court for the
       District of New Jersey;

    -- the Plan is not feasible, and the Debtors will be subject
       to a "Chapter 33" before they completed distributions under
       the Plan;

    -- the Plan discriminates unfairly and violates the absolute
       priority rule;

    -- the Debtors cannot prove that the proposed treatment under
       the Plan will provide creditors with at least as much value
       as a Chapter 7 liquidation; and

    -- the proposed releases are not justified on the factual
       record presented before the Court.

On March 28, 2005, DLJMB served the Debtors with a notice of
deposition in connection with its Objection.

On March 30, the Debtors filed a revised Chapter 11 Plan.  The
revisions did not resolve the DLJMB Objection.

To resolve the DLJMB objection, the Debtors and DLJMB entered
into a stipulation.  The parties stipulate and agree that:

    a. DLJMB will not be bound by any release contained in
       "Releases by Holders of Claims and Interests" section of
       the Plan, nor any injunction related to the release
       contained in the Plan.

    b. Until the time as the allowed amount, if any, of the DLJMB
       Claims are resolved and paid, the Debtors will maintain at
       least $10 million in unused Commitments under the Exit
       Facility to satisfy the Allowed Claims of DLJMB pursuant to
       the Plan.

    c. Upon Court approval of the Stipulation, DLJMB will withdraw
       its Objection and the Deposition Notice, and will not
       oppose confirmation of the Plan in any way;

    d. From April 1, 2005, through the date that is 60 days after
       the Effective Date -- the Standstill Period -- no party-in-
       interest will file any objection to the DLJMB Claims, to
       give the parties more time to attempt to resolve the DLJMB
       Claims.

       If the parties have not resolved the DLJMB Claims within
       the Standstill Period, then, at the written request of
       either party to the other, the Standstill Period will be
       extended for 30 days.  The Debtors will have 30 days after
       the expiration of the Standstill Period within which to
       object to the DLJMB Claims, and DLJMB will have until the
       expiration of the Objection Deadline to file any claims
       pursuant to the Plan.  The Standstill Period or the
       Objection Deadline may also be extended by the parties'
       written agreement, without need for further Court order.

       The Parties will not propound any discovery with respect to
       the DLJMB Claims until the first business day after the
       Objection Deadline.  DLJMB reserves all of its rights to
       support and prosecute its Claims.

    e. The Debtors waive their right to seek or obtain an
       affirmative cash recovery as part of any claim, suit or
       action against DLJMB in connection with the DLJMB
       Transaction.  The waiver will be binding on all parties-in-
       interest who can claim by or through the Debtors and their
       estates (as well as Donald J. Trump in his individual
       capacity) with respect to the DLJMB Transaction to the same
       extent as if it were included in the Plan; provided,
       however, that the Debtors may commence and prosecute any
       claims, counterclaims or causes of action against DLJMB
       solely in connection with an objection to the DLJMB Claims.

       DLJMB waives any right to assert claims, counterclaims or
       causes of action against Mr. Trump in his individual
       capacity with respect to the DLJMB Transaction.  Any
       judgment on the claims, counterclaims or causes of action
       will be used solely as an offset or setoff to any allowed
       amount established by DLJMB with respect to the DLJMB
       Claims.  The Debtors reserve all of their rights to assert
       any defenses to the DLJMB Claims.

    f. After the Standstill Period, either party may request the
       Court to expedite the determination of the DLJMB Claims
       with the other party consenting to the request.

    g. Nothing contained in the Plan or any order confirming the
       Plan will have res judicata effect with respect to the
       determination of the DLJMB Claims.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: Stipulation Resolves Power Plant Group Dispute
------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates and
the Power Plant Group -- the Cordish Company, Joseph S. Weinberg,
Power Plant Entertainment, LLC, Native American Development, LLC,
Richard T. Fields and Coastal Development, LLC -- want to resolve
all controversies between them.

As previously reported, two members of the Power Plant Group were
served in January 2005 with a complaint filed by Trump Hotels &
Casino Resorts Development, LLC, on December 30, 2004, in the
Circuit Court of the 17th Judicial District for Broward County,
Florida.  The Power Plant Group disputes all claims asserted by
THCR Development.  The members of the Power Plant Group also
contend that they have claims against the Debtors, all of which
the Debtors dispute.

Since the commencement of the Florida Litigation, the Power Plant
Group have taken certain actions against the Debtors in their
bankruptcy cases, including the filing of a motion for
appointment of an examiner and an objection to the Debtors'
proposed Chapter 11 plan.  The Power Plant Group asserted that
the Plan cannot be confirmed because it:

    -- includes nonconsensual release provisions that violate the
       Bankruptcy Code;

    -- was not proposed in good faith;

    -- does not provide means for its implementation; and

    -- does not preserve creditors' rights of set-off.

After extensive negotiations, the Debtors and the Power Plant
Group agreed to resolve all of the controversies between them in
accordance with the terms of a stipulation.  Pursuant to the
Stipulation, the parties agree that:

    a. the Plan, as amended on March 30, 2005, will be revised to
       include this provision:

          "Notwithstanding any other provision in the Plan to the
          contrary, the Claims (including, without limitation,
          rights of setoff, recoupment and/or counterclaims) of
          the Power Plant Group, individually and/or collectively
          (all of which Claims are disputed by the Debtors)
          against any and all of the Debtors and any and all non-
          Debtors shall not be affected in any way by the
          discharge, release, injunction, and/or exculpation
          provisions set forth in the Plan or 11 U.S.C. S 1141(d),
          including without limitation, Section 3.03(a), 5.14,
          5.15, 5.16(b), and 5.17, and the Power Plant Group,
          individually and/or collectively, shall be free to
          assert and enforce their Claims outside of the
          Bankruptcy Court, without the need to file any claim or
          request for payment in the Bankruptcy Court, as if these
          Chapter 11 cases had never been filed.  The "Power Plant
          Group" means The Cordish Company, Joseph S. Weinberg,
          Power Plant Entertainment, LLC, Native American
          Development, LLC, Richard T. Fields, and Coastal
          Development, LLC."

    b. the Power Plant Group will withdraw their confirmation
       objection; and

    c. the Power Plant Group will refrain from filing any other
       motions or objections seeking relief adverse to the Debtors
       in their Chapter 11 cases.

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 CORPORATION: Court Okays Boeing Aircraft Lease Amendment
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois'
gave UAL Corporation and its debtor-affiliates permission to amend
a lease for a Boeing Aircraft bearing Tail No. N379UA.  The Lease
was entered into on October 25, 2003, as part of a postpetition
Restructuring Transaction.  The Debtors now seek to amend the
Lease to extend its term and modify the rates paid.

Originally, the aircraft financiers for N379UA were willing to
enter into a short-term lease for the Aircraft.  As reflected in
the Amendment, the Debtors and the aircraft financiers have
negotiated a longer-term lease at rates substantially below the
current market rate for that type of aircraft.  Because the rate
is so cheap, the Amendment conforms with the Debtors' fleet plan
and business plan of reducing aircraft operating costs.

Because the Amendment contains confidential information, it will
be filed with the Court under seal.  However, the Debtors will
provide a copy of the Amendment to the professionals for the
Creditors' Committee, the Aircraft Leasing Subcommittee, the DIP
Lenders and any other party having a direct interest in the
Aircraft, subject to acceptable confidentiality agreements.

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


VAST EXPLORATION: Buys Oil & Gas Assets for CDN$2.9 Million
-----------------------------------------------------------
Vast Exploration Inc. (TSX VENTURE:VST) has closed its previously
announced acquisition of a private Alberta oil and gas company for
C$2.9 million.  The original purchase price of C$2.1 million was
increased to pay for working capital and cash in the company and
to acquire a US subsidiary that holds an interest in a Coal Bed
Methane play in the Warrior Basin in Alabama.

The original Canadian assets include 17,000 undeveloped acres of
land, 12 boe/d of production, four gas wells ready for immediate
tie-in, three major undrilled resource plays, tax pools of $12.5
million, and 250 km of seismic data.

The Alabama CBM play is in the Moundville area.  The Company has a
100% interest in 2,500 acres of land in the core area of the
prospect with an additional 20,000 acres available.  The pipeline,
road, and wellsite infrastructure already exists from the previous
development of a deeper horizon and is available for use
immediately.  There are six coal intervals from 1000-2500 feet
that are of interest and have exhibited minimum gas contents
ranging from 100 to 400 standard cubic feet (SCF) per ton.  The
offsetting analogue Cedar Cove field had 100 wells with peak rates
of 200 thousand cubic feet (MCF) per day per well and ultimate
reserves of 1 billion cubic feet (BCF) per well.

President & CEO of Vast Exploration, Don Parker, commented on the
closing of the expanded transaction: "Vast has acquired four large
resource plays with this deal; all ready to be tested and
developed.  These opportunities have put us well ahead of where we
had expected to be from our standing start in late 2004." He
added, "With limited expenditure and risk, Vast is now in position
to deliver immediate production and cash flow that will
significantly increase shareholder value."

Operationally, Vast has initiated a three gas-well tie-in program
at its Barrhead project in Central Alberta.  Surveying and surface
land acquisition are currently underway.  Construction is expected
to start following spring break-up later this month.  The capital
expenditure is estimated to total C$400,000 and is expected to
provide production of 400 mcf/d in addition to the current Company
production of 70 mcf/d.

At its Dollard, Saskatchewan, gas farm-in with Canyon Creek
Resources, Vast has contracted a rig to drill its exploratory test
well once county road bans are lifted.  Drier conditions in SW
Saskatchewan may allow for earlier activity than at Barrhead. This
is expected to also hold true for its farm-in from Devon Energy
Corp. in Saskatchewan, where Vast will bring in a cased hole
logging truck to its re-completion candidate as soon as conditions
allow.  This operation will allow Vast to identify the most
prospective zones for subsequent perforation and stimulation in
this existing wellbore.

With respect to land, Vast has posted 12 sections on the Paddle
Prairie Settlement Project in Boyer, NW Alberta, in anticipation
of a ten well shallow drilling program this summer.  The details
of the necessary Master Surface Agreement (MSA) are being
developed as contemplated in the 2004 JV agreement.

Vast Exploration, Inc., is a junior oil and gas exploration and
production company focused on growth through acquisition,
development, and exploration.  It recently announced the
acquisition of a private energy company in Alberta and currently
has the right to earn up to 1875 hectares of gas rights from
Canyon Creek Resources Ltd.  Vast also has a 50% working interest
in an additional 908 hectares of land located in the Dollard area
of SW Saskatchewan with oil and gas rights that are held for five
years.

As of October 31, 2004, Vast Exploration's balance sheet reflected
a $50,162 stockholders' deficit compared to $13,248 of positive
shareholder equity at January 31, 2004.


VERY LTD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Very, Ltd.
        aka Au Bar
        aka Le Jazz Au Bar
        aka 58
        625 Madison Avenue
        New York, New York 10022
        Tel: (212) 308-9455

Bankruptcy Case No.: 05-12248

Type of Business: The Debtor owns and operates a high-class,
                  first-rate nightclub.

Chapter 11 Petition Date: April 5, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Thomas Alan Draghi, Esq.
                  Westerman Ball Ederer Miller & Sharfstein, LLP
                  170 Old Country Road, Fourth Floor
                  Mineola, New York 11501
                  Tel: (516) 622-9200
                  Fax: (516) 622-9212

Estimated Assets:  $100,000

Estimated Debts: $1,500,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature Of Claim    Claim Amount
   ------                        ---------------    ------------
SL Green Realty Corporation      Rent                   $550,726
420 Lexington Avenue
New York, NY 10170

Internal Revenue Service                                $400,000
110 West 44th Street, 4th Floor
New York, NY 10036
Attn: Seth Fox

New York State                   Sales tax              $300,000
Department of Tax & Finance
80-02 Kew Gardens Road, 5th Floor
Kew Gardens, NY 11415

Peerless Importers                                       $62,584
16 Bridgewater Street
Brooklyn, NY 11222

M & M Sales Company, Inc.                                $22,614
25-33 Wolffe Street
Yonkers, NY 10705

West - Conn                                              $20,011
Building F-16
Bronx, NY 10474

Eliran Murphy Group Ltd.         Judgment                $14,500
c/o Goetz Fitzpatrick
One Penn Plaza, Suite 4401
New York, NY 10119

Graces Marketplace                                       $12,537
1735 Park Avenue
New York, NY 10035

BMI                              Trade Debt              $12,295
PO Box 406741
Atlanta, GA 30384-6741

ABW Media & Design               Trade Debt              $11,000
24 Tree Top Lane
Dobbs Ferry, NY 10522

A.I.C.C.O.                       Trade Debt              $10,590
1001 Winstead Drive, Suite 500
Cary, NC 27513

Southern Wine & Spirits          Trade Debt               $8,516
345 Underhill Boulevard
PO Box 9034
Syosset, NY 11791-9034

Craine Air Conditioning          Trade Debt               $7,408
90-05 Liberty Avenue
Ozone Park, NY 11417

Doria Enterprises, Inc.          Lawsuit                  $6,135
c/o Laurino & Laurino
229 Seventh Street, Suite 201
Garden City, NY 11530

Origlio Public Relations         Trade Debt               $6,000
333 West 39th Street
New York, NY 10018

Halland Companies                Trade Debt               $5,320
45 Executive Drive
Plainview, NY 11803

New York State                   Taxes                    $5,000
Department of Labor
Building 12, Harriman Campus
Albany, NY 12240

Dairyland                        Trade Debt               $4,829
1300 Viele Avenue
Bronx, NY 10474

Johnsondiversey                  Trade Debt               $3,694
PO Box 67000
Detroit, MI 48267-1049

Best Metropolitan                Trade Debt               $3,617
45 Kosciusko Street
Brooklyn, NY 11205


WARP TECHNOLOGY: Names Messrs. Boehmer, Howitt & Lotke Directors
----------------------------------------------------------------
Warp Technology Holdings Inc. (OTCBB:WARP) reported the
appointment of three new members to its board of directors.  The
individuals joining the board are:

   * John A. Boehmer, currently a managing director of KORN/FERRY
     International's Advanced Technology Practice;

   * David Marc Howitt, currently President and CEO of The
     Meriwether Group; and

   * Mark J. Lotke, most recently a general partner at Pequot
     Ventures.

The new members comprise a team of strategic leaders from critical
disciplines that are necessary to continue to execute on Warp's
recently announced technology holding company strategy.  In
announcing the additions, Ron Bienvenu, Chairman and CEO of Warp
noted, "These three gentlemen bring a diverse mix of strategic and
operational skills that will greatly enhance our ability to
execute on our plan and deliver significant shareholder value.
John Boehmer's knowledge and relationships across the entire
industry will be invaluable to us as we continue to add portfolio
companies and seek to enhance those companies' management teams.
David Howitt understands the value of marketing, and has
successfully demonstrated his ability to deliver premium pricing
and brand awareness in markets that were going through
consolidation and commoditization.  And, Mark Lotke's experience
at Pequot and earlier at General Atlantic Partners puts him in an
elite class of industry insiders that will help us structure and
execute better deals in less time."

Mr. Bienvenu added, "All three of our new board members bring a
wealth of knowledge, wisdom, relationships, and most importantly
integrity to our growing company.  I am honored to welcome them to
Warp."

Warp Technology Holdings, Inc., is an information technology
company that holds and operates subsidiaries.  The Company
operates in the United States, Canada and the U.K. through its
subsidiaries, WARP Solutions, Inc., a Delaware corporation, Warp
Solutions, Ltd. a U.K. corporation, 6043577 Canada, Inc., a
Canadian corporation, and Spider Software, Inc., a Canadian
corporation.

                         *     *     *

Warp Technology Holdings, Inc., has incurred recurring operating
losses since its inception.  As of December 31, 2004, the Company
had an accumulated deficit of approximately $44,150,000 and a
working capital deficiency of approximately $892,000.
Additionally, the company had insufficient capital to fund all of
its obligations.  These conditions raised substantial doubt about
the Company's ability to continue as a going concern.


* David Carlson & Craig Mcclory Join Alvarez & Marsal in Chicago
----------------------------------------------------------------
David Carlson and Craig McClory have joined Alvarez & Marsal
Business Consulting as managing director and director,
respectively, in the firm's Chicago office.

Mr. Carlson has over 19 years of technology consulting experience
including developing IT architectures, designing business
processes and providing project management expertise.  He has
managed large projects, performed project reviews, analyzed
architecture feasibility, performed package selections, installed
new development/quality processes and redesigned organizations.
Prior to joining A&M, Mr. Carlson was a partner at IBM Business
Consulting Services.  Previously, he was a partner at
PriceWaterhouseCoopers. Mr. Carlson received a master of business
administration degree and bachelor of science degree in software
engineering from the University of Illinois.  He is Certified
Project Management Professional.

With over 10 years of consulting experience, Mr. McClory
specializes in operational improvement, and supply chain
management focused in the Consumer Business, Healthcare, Life
Science, and Automotive industry segments.  His experience
includes developing e-business strategies, demand and supply
planning, collaborative supply chain strategies, component
material lead time reductions, inventory optimization, RFID
strategy development, manufacturing efficiency, improvement and
the selection and implementation of supporting supply chain IT
systems.  Prior to joining A&M, Mr. McClory was a senior manager
in the Strategy and Operations practice at Deloitte Consulting.
Previously, he was a principal consultant in the Consumer and
Industrial Products practice at PricewaterhouseCoopers, where he
led the central region i2 E-business practice.  Mr. McClory earned
his bachelor of science degree in engineering from Heriot-Watt
University in the UK, and a graduate advanced course design,
manufacture, and management certificate from University of
Cambridge in the UK.

Alvarez & Marsal's Business Consulting specialists design and
implement initiatives that are central to driving the performance
of people, processes and technology.   The firm's professionals
focus on identifying opportunities that reduce cost while
increasing the value provided to the business.  This pragmatic
alignment of business and technology helps management understand,
plan and execute key improvement initiatives to accelerate
business results.

                     About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding companies and public sector entities
through complex financial, operational and organizational
challenges.  Employing a unique hands-on approach, the firm works
closely with clients to improve performance, identify and resolve
problems and unlock value for stakeholders. Founded in 1983,
Alvarez & Marsal draws on a strong operational heritage in
providing services including turnaround management consulting,
crisis and interim management, performance improvement, creditor
advisory, financial advisory, dispute analysis and forensics, tax
advisory, real estate advisory and business consulting. A network
of nearly 400 seasoned professionals in locations across the US,
Europe, Asia and Latin America, enables the firm to deliver on its
proven reputation for leadership, problem solving and value
creation.

For more information, visit http://www.alvarezandmarsal.com.

                          *********

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
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $675 for 6 months delivered via e-
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                *** End of Transmission ***